1032-00006 · Halcyon Semiconductor Inc · Correspondence

power-of-attorney-form-2848.docx DOCUMENT M&A / Corporate

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POWER OF ATTORNEY AND DECLARATION OF REPRESENTATIVE

IRS Form 2848

Form 2848 (Rev. January 2021) Department of the Treasury — Internal Revenue Service OMB No. 1545-0150

This document constitutes a completed, executed IRS Form 2848, Power of Attorney and Declaration of Representative, prepared in document format for filing with the Internal Revenue Service in connection with the bilateral Advance Pricing Agreement application of Halcyon Semiconductor Inc. Taxpayer and its authorized representatives should retain copies of this executed form for their records. For instructions and the latest information, see the IRS instructions for Form 2848, available at www.irs.gov/forms-pubs.

PART I — POWER OF ATTORNEY

CAUTION: A separate Form 2848 must be completed for each taxpayer. Form 2848 will not be honored for any purpose other than representation before the IRS.

Line 1 — Taxpayer Information

Taxpayer Name: Halcyon Semiconductor Inc.

Taxpayer Identification Number (Employer Identification Number): 84-2917630

Street Address: 8700 Parmer Lane, Building 4

City, State, ZIP Code: Austin, TX 78729

Daytime Telephone Number: (512) 477-3800

Plan Number (if applicable): N/A

Taxpayer Entity Type: Corporation (C-Corporation)

State of Incorporation: Delaware

Delaware Division of Corporations File Number: 7341825

Line 2 — Representative(s)

Taxpayer hereby appoints the following individual(s) as its representative(s) before the Internal Revenue Service:

Representative 1.

Representative 2.

Representative 3.

Line 3 — Tax Matters

The representative(s) identified in Line 2 above are authorized to represent the taxpayer before the Internal Revenue Service with respect to the following tax matters:

Tax Matters Table

Description of Matter

Bilateral Advance Pricing Agreement ("APA") application and proceedings under Revenue Procedure 2015-41, 2015-35 I.R.B. 263, between the United States of America (Internal Revenue Service, Advance Pricing and Mutual Agreement Program) and the Federal Republic of Germany (Bundeszentralamt für Steuern / BZSt), pursuant to Article 25 (Mutual Agreement Procedure) of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, signed June 29, 2006 (the "US-Germany Income Tax Treaty").

Specific Internal Revenue Code Sections and Regulations

• Internal Revenue Code § 482 (Allocation of income and deductions among taxpayers)

• Internal Revenue Code § 6662(e) (Substantial valuation misstatement under chapter 1 — transfer pricing adjustments)

• Internal Revenue Code § 6662(h) (Gross valuation misstatement)

• Treasury Regulations §§ 1.482-1 through 1.482-9 (Transfer pricing methods and special rules)

• Treasury Regulations § 1.6662-6 (Penalties applicable to transfer pricing adjustments)

• Revenue Procedure 2015-41 (Advance pricing agreements — bilateral and multilateral)

Covered Transactions. The APA application covers the following categories of intercompany transactions between Halcyon Semiconductor AG (the parent company, resident in the Federal Republic of Germany) and Halcyon Semiconductor Inc. (the wholly-owned U.S. subsidiary, the taxpayer identified herein):

(a) Intercompany sale of semiconductor wafers and die (tangible goods): Sales of fabricated semiconductor wafers and individual die from Halcyon Semiconductor AG to Halcyon Semiconductor Inc. for final packaging, testing, and distribution in the Americas market;

(b) Royalty payments for licensed semiconductor intellectual property: Royalty payments from Halcyon Semiconductor Inc. to Halcyon Semiconductor AG for licenses to use certain semiconductor design intellectual property, including patented circuit architectures, mask works, and related trade secrets; and

(c) Cost-sharing contributions under a Qualified Cost Sharing Arrangement ("QCSA"): Cost-sharing payments and platform contribution transaction payments between Halcyon Semiconductor AG and Halcyon Semiconductor Inc. pursuant to a Qualified Cost Sharing Arrangement for the joint development of next-generation semiconductor technologies, within the meaning of Treasury Regulations § 1.482-7.

Proposed APA Term

• Prospective Period: January 1, 2025 through December 31, 2029 (five taxable years)

• Rollback Period: January 1, 2022 through December 31, 2024 (three taxable years)

• Total Covered Period: Eight taxable years (January 1, 2022 through December 31, 2029)

Line 3 — Acts Authorized

The representative(s) named in Line 2 are authorized to receive and inspect confidential tax information and to perform any and all acts that the taxpayer can perform with respect to the tax matters described in Line 3 above, including but not limited to the following specific acts:

(a) Signing waivers and consents extending the statutory period for assessment or collection of tax;

(b) Executing closing agreements under Internal Revenue Code § 7121;

(d) Representing the taxpayer before the Internal Revenue Service in connection with the bilateral Advance Pricing Agreement application filed under Revenue Procedure 2015-41, including all interactions with the IRS Advance Pricing and Mutual Agreement Program ("APMA"), Large Business & International ("LB&I") Division;

(e) Participating in all pre-filing conferences, formal and informal meetings, and communications with APMA personnel relating to the APA application and the evaluation of the taxpayer's proposed transfer pricing methods, economic analyses, and documentation;

(f) Responding to and negotiating with the IRS APMA team and, as applicable, coordinating with the German competent authority (BZSt) through the IRS competent authority, in connection with the bilateral APA negotiation process;

(g) Executing any and all APA-related agreements on behalf of the taxpayer, including the final bilateral APA agreement (the executed APA document between the taxpayer and the IRS), any term sheets, memoranda of understanding, or other documents required to finalize the bilateral APA;

(h) Responding to Information Document Requests ("IDRs") issued by APMA or any other IRS office in the course of APA proceedings;

(i) Filing and submitting annual compliance reports required under Revenue Procedure 2015-41, Section 7, for each taxable year covered by the APA term;

(j) Engaging in any supplemental or ancillary proceedings necessary to effectuate the purposes of the APA, including requests for extensions of time, amendments to the APA application, and communications regarding the rollback of the APA terms to pre-APA taxable years; and

(k) Performing any other acts necessary and proper to carry out the representation described herein with respect to the APA application and the related transfer pricing matters identified in Line 3.

Specific Acts NOT Authorized

The representative(s) are not authorized to:

(i) Endorse or negotiate (i.e., cash) refund checks issued by the Internal Revenue Service on behalf of the taxpayer;

(ii) Sign federal income tax returns (Form 1120 or any other return) on behalf of the taxpayer, unless separately and expressly authorized by the taxpayer in a written instrument; or

(iii) Substitute or add representative(s) without the prior written consent of an authorized officer of the taxpayer.

Line 4 — Specific Use Not Recorded on the Centralized Authorization File (CAF)

Check here if this power of attorney is for a specific use not recorded on the Centralized Authorization File (CAF). Not checked. This Power of Attorney is to be recorded on the IRS Centralized Authorization File (CAF).

Line 5 — Additional Acts Authorized

Check the applicable boxes below to grant additional authorizations:

Access my IRS records via an Intermediate Service Provider.

Authorize disclosure to the representative(s) of my tax return information, including transcripts, account information, and other confidential data maintained by the IRS, in connection with the tax matters described in Line 3.

Substitute or add representative(s). (Not authorized at this time. Any substitution or addition of representatives must be effectuated through the filing of a new or amended Form 2848 executed by an authorized officer of Halcyon Semiconductor Inc.)

Note regarding specific authorization for APA proceedings: In addition to the authorities granted above, the representative(s) are specifically authorized to participate in all pre-filing conferences, APA application proceedings, competent authority negotiations (including bilateral competent authority discussions between the United States and the Federal Republic of Germany), and annual compliance report filings under Revenue Procedure 2015-41, Section 7. This authorization encompasses all communications, submissions, and filings necessary in connection with the bilateral APA process from the date of execution of this Power of Attorney through the expiration or termination of the APA, and through the completion of all annual compliance reporting obligations thereunder.

Line 6 — Retention/Revocation of Prior Power(s) of Attorney

This Power of Attorney does not revoke any prior powers of attorney on file with the Internal Revenue Service for the taxpayer. No prior Form 2848 has been filed by Halcyon Semiconductor Inc. with respect to IRC § 482 transfer pricing matters, APA matters, or any matters involving the IRS Advance Pricing and Mutual Agreement Program. Accordingly, there are no existing powers of attorney to revoke.

Check here if the taxpayer does NOT want to revoke a prior power of attorney. The filing of this Form 2848 is not intended to, and does not, revoke any other power of attorney that may be on file with the IRS for matters unrelated to the APA proceedings described herein.

Line 7 — Taxpayer Signature

IF NOT SIGNED AND DATED, THIS POWER OF ATTORNEY WILL BE RETURNED.

I, the undersigned taxpayer, hereby confirm that the foregoing grant of authority is true, correct, and complete, and I authorize the representative(s) named in Line 2 to represent me before the Internal Revenue Service with respect to the tax matters described in Line 3 for the years or periods specified, and to perform the acts identified above. If this declaration is filed with respect to a joint return, each spouse must file a separate power of attorney if both wish to appoint representative(s).

I declare under penalties of perjury that I have examined this power of attorney, and to the best of my knowledge and belief, it is true, correct, and complete. I understand that by signing this form, I am authorizing the representative(s) named above to act on my behalf before the Internal Revenue Service.

TAXPAYER SIGNATURE:

HALCYON SEMICONDUCTOR INC.

By: ________

Print Name: Victor Almeida

Title: President & General Manager

Date: ________

Note: As an officer of the corporation duly authorized to execute this Form 2848 on behalf of Halcyon Semiconductor Inc. in accordance with the corporation's bylaws and a resolution of the Board of Directors authorizing the filing of the APA application and the execution of this Power of Attorney. A copy of the authorizing board resolution is available upon request.

PART II — DECLARATION OF REPRESENTATIVE

Under penalties of perjury, I declare that:

• I am not currently under suspension or disbarment from practice before the Internal Revenue Service;

• I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service;

• I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein; and

• I am one of the following:

(a) Attorney — a member in good standing of the bar of the highest court of the jurisdiction shown below.

(b) Certified Public Accountant — duly qualified to practice as a certified public accountant in the jurisdiction shown below.

(d) Officer — a bona fide officer of the taxpayer organization.

(e) Full-Time Employee — a full-time employee of the taxpayer.

(f) Family Member — a member of the taxpayer's immediate family (for individual taxpayers only).

(g) Enrolled Actuary — enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C. § 1242.

(h) Unenrolled Return Preparer — authorized under Revenue Procedure 2014-42 and Section 10.7(c)(1)(viii) of Circular 230 for limited representation.

(k) Qualifying Student or Law Graduate — under Section 10.7(d) of Circular 230.

Representative 1 — Leonard Cross

I declare that I am not currently under suspension or disbarment from practice before the Internal Revenue Service, that I am subject to regulations contained in Circular 230, and that I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.

Signature: ________

Print Name: Leonard Cross

Date: ________

Representative 2 — Sylvia Hartwell

Signature: ________

Print Name: Sylvia Hartwell

Date: ________

Representative 3 — Leila Nazari

Signature: ________

Print Name: Leila Nazari

Date: ________

ATTACHMENT A — SUPPLEMENTAL STATEMENT

(Attached to IRS Form 2848 — Halcyon Semiconductor Inc., EIN 84-2917630)

This Supplemental Statement is attached to the Form 2848, Power of Attorney and Declaration of Representative, filed by Halcyon Semiconductor Inc. ("HSI" or the "Taxpayer"), EIN 84-2917630, and provides additional detail regarding the scope and subject matter of the representation authorized therein. The space provided on Form 2848 is insufficient to fully describe the nature, scope, and context of the matters for which representation is authorized, and this Supplemental Statement is therefore provided in accordance with the Form 2848 instructions.

1. Engagement and Matter Description

Calderwood & Harkness LLP ("C&H") has been retained by Halcyon Semiconductor AG ("HSAG"), a corporation organized under the laws of the Federal Republic of Germany, and its wholly-owned U.S. subsidiary, Halcyon Semiconductor Inc. ("HSI"), a Delaware C-Corporation, to pursue a bilateral Advance Pricing Agreement ("APA") between the Internal Revenue Service of the United States of America (the "IRS") and the German federal tax authority, the Bundeszentralamt für Steuern ("BZSt"). This engagement is designated as C&H Matter Number 1032-00006, with the internal billing code HSAG-TP-2025.

The APA will cover certain intercompany transactions in the US-Germany semiconductor supply chain between HSAG (the parent) and HSI (the subsidiary), and is intended to establish the appropriate arm's length transfer pricing methodology, and in certain cases the specific arm's length range or result, for the covered transactions for the APA term.

2. Covered Transactions Summary

The bilateral APA application covers the following categories of controlled transactions between HSAG and HSI:

(a) Tangible Goods — Semiconductor Wafer and Die Sales

HSAG fabricates semiconductor wafers and die at its facilities in Dresden, Germany, and sells such products to HSI on an intercompany basis. HSI receives the wafers and die at its facility in Austin, Texas, where it performs final packaging, testing, quality assurance, and distribution of finished semiconductor products to customers in the Americas region.

Fiscal Year 2024 intercompany value: EUR 987,600,000 (approximately USD 1,076,000,000 at the average EUR/USD exchange rate for the period).

(b) Royalties — Intellectual Property License

HSI pays royalties to HSAG for the license to use certain semiconductor design intellectual property, including patented circuit architectures, photolithographic mask works, proprietary process technology, and related trade secrets. The royalty is computed as a percentage of HSI's net sales of products incorporating the licensed IP.

Fiscal Year 2024 intercompany value: EUR 68,400,000 (approximately USD 70,500,000).

HSAG and HSI are parties to a Qualified Cost Sharing Arrangement ("QCSA") under Treasury Regulations § 1.482-7 for the joint development of next-generation semiconductor technologies, including advanced node process development, power management IC architectures, and automotive-grade chip designs. HSI makes cost-sharing payments and platform contribution transaction ("PCT") payments to HSAG under the QCSA.

Fiscal Year 2024 intercompany value: EUR 224,600,000 (approximately USD 231,300,000).

(d) Aggregate Annual Intercompany Flows

Total aggregate intercompany flows for Fiscal Year 2024: approximately EUR 1,280,600,000.

3. Proposed Transfer Pricing Methods

The APA application will propose the following transfer pricing methods for each category of covered transaction:

(a) Tangible Goods (Wafer/Die Sales): Transactional Net Margin Method ("TNMM") / Comparable Profits Method ("CPM"), with HSI as the tested party. The profit level indicator will be the operating margin or Berry ratio, benchmarked against comparable uncontrolled companies performing similar packaging, testing, and distribution functions in the semiconductor industry.

(b) Royalties (IP License): Comparable Uncontrolled Transaction ("CUT") method, utilizing publicly available license agreements for comparable semiconductor intellectual property, adjusted for differences in the nature and value of the intangible property, geographic scope, exclusivity, and remaining useful life.

(c) Cost-Sharing Contributions (R&D CSA): Income method in accordance with Treasury Regulations § 1.482-7(g)(4), utilizing discounted cash flow analyses to measure the present value of each participant's anticipated benefits from the intangible development activities and to allocate intangible development costs and PCT payments accordingly.

4. Co-Applicant Parent Entity

The co-applicant to the bilateral APA is the taxpayer's parent company:

Halcyon Semiconductor AG Halcyon-Allee 12 01099 Dresden, Saxony Federal Republic of Germany

Steuernummer (German Tax Identification Number): 203/118/04527 Umsatzsteuer-Identifikationsnummer (VAT Identification Number): DE 814 723 956

HSAG will file a corresponding application with the BZSt through its German counsel. The German and U.S. competent authorities will negotiate the bilateral APA under the Mutual Agreement Procedure provisions of Article 25 of the US-Germany Income Tax Treaty.

5. German Counsel

The BZSt filing and coordination with the German competent authority is being handled by:

Kettner Pflüger Rechtsanwälte Bockenheimer Landstraße 72 60323 Frankfurt am Main Federal Republic of Germany

Responsible Partner: Dr. Tobias Kettner Telephone: +49 (69) 9055-2400

Email: kettner@kettner-pflueger.de

Dr. Kettner and the Kettner Pflüger team are coordinating with C&H on the preparation of the bilateral APA application and will file the corresponding application with the BZSt on behalf of HSAG on a timetable coordinated with the IRS filing.

6. APA User Fee

The applicable user fee for a large case bilateral APA as of 2025 is $113,500. This user fee will be submitted with the formal APA application package (IRS Form 14661 and supporting documentation) by check payable to the United States Treasury, in accordance with Revenue Procedure 2015-41, Section 4.12.

7. Filing Target

The formal APA application, consisting of IRS Form 14661, the supporting economic analysis, functional analysis, proposed APA terms, and all required documentation, together with this executed Form 2848 and the applicable user fee, is targeted for filing with the IRS Advance Pricing and Mutual Agreement Program (APMA) on or before July 7, 2025.

8. Proposed APA Term

• Prospective Period: January 1, 2025 through December 31, 2029 (five taxable years)

• Rollback Period: January 1, 2022 through December 31, 2024 (three taxable years)

• Total Covered Period: Eight taxable years (2022 through 2029, inclusive)

The rollback is contingent upon mutual agreement of the U.S. and German competent authorities and the taxpayer's consent to the application of the agreed-upon methodology to the rollback years.

FILING INSTRUCTIONS AND DISTRIBUTION

The following distribution and filing instructions apply to this executed Form 2848 and the attached Supplemental Statement:

1. Original Filing: The original executed Form 2848 (together with Attachment A — Supplemental Statement) shall be submitted to the Internal Revenue Service as part of the formal APA application package. The cover letter accompanying the APA application shall be addressed to:

Director, Advance Pricing and Mutual Agreement Program (APMA) Large Business & International Division Internal Revenue Service 1111 Constitution Avenue, NW Washington, DC 20224

2. Copy — Calderwood & Harkness LLP: A copy of the executed Form 2848 and Supplemental Statement shall be retained by Calderwood & Harkness LLP in C&H Matter Number 1032-00006 files, in accordance with the firm's document retention policies.

3. Copy — Halcyon Semiconductor Inc.: A copy of the executed Form 2848 and Supplemental Statement shall be provided to Halcyon Semiconductor Inc. for the taxpayer's corporate tax records, care of:

Priya Raghavan Vice President, Tax Halcyon Semiconductor Inc. 8700 Parmer Lane, Building 4 Austin, TX 78729

Email: praghavan@halcyonsemi.com

4. Copy — Halcyon Semiconductor AG: A copy of the executed Form 2848 and Supplemental Statement shall be provided for information purposes to the parent company's Group Tax function, care of:

Dr. Erwin Fassbinder Senior Vice President, Group Tax Halcyon Semiconductor AG Halcyon-Allee 12 01099 Dresden, Saxony, Germany

Email: e.fassbinder@halcyonsemi.de

PRIVACY ACT AND PAPERWORK REDUCTION ACT NOTICE: Section 6109 of the Internal Revenue Code requires taxpayers to provide their identification number. Section 7803(a) authorizes the IRS to request other information. The IRS uses the information on Form 2848 to determine if an individual is authorized to represent a taxpayer and to establish the scope of the representative's authority. If the form is not completed, the IRS may return it, delay processing the power of attorney, or may not be able to honor the power of attorney. Providing false or fraudulent information may subject you to penalties. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is 37 minutes. If you have comments concerning the accuracy of this time estimate or suggestions for making this form simpler, please write to the Internal Revenue Service, Tax Forms and Publications Division, 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224.

— End of Form 2848 and Attachment A —

Field	Information
Name	Leonard Cross
CAF Number	8472-91035R (on file)
PTIN	P01847293
Telephone Number	(212) 848-4000
Fax Number	(212) 848-4800
Address	Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, NY 10022

Check if new address

Check if new telephone number

Designation	(a) Attorney — enrolled to practice; member of the bar
Jurisdiction (State)	New York
Field	Information
Name	Sylvia Hartwell
CAF Number	3719-60284R (on file)
PTIN	P02563917
Telephone Number	(212) 848-4000
Fax Number	(212) 848-4800
Address	Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, NY 10022

Check if new address

Check if new telephone number

Designation	(a) Attorney — enrolled to practice; member of the bar
Jurisdiction (State)	New York
Field	Information
Name	Leila Nazari
CAF Number	5028-43176R (on file)
PTIN	P03892041
Telephone Number	(212) 848-4000
Fax Number	(212) 848-4800
Address	Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, NY 10022

Check if new address

Check if new telephone number

Designation	(a) Attorney — enrolled to practice; member of the bar
Jurisdiction (State)	New York
Type of Tax	Tax Form Number	Year(s) or Period(s)
Income	Form 1120	2022, 2023, 2024, 2025, 2026, 2027, 2028, 2029
Transfer Pricing — IRC § 482	N/A (APA Proceedings under Rev. Proc. 2015-41)	2022 through 2029 (inclusive)
Field	Information
Designation	(a) Attorney — member of the bar of the highest court of the State of New York; in good standing
Licensing Jurisdiction	New York
Bar Registration Number	4287153
Field	Information
Designation	(a) Attorney — member of the bar of the highest court of the State of New York; in good standing
Licensing Jurisdiction	New York
Bar Registration Number	5163892
Field	Information
Designation	(a) Attorney — member of the bar of the highest court of the State of New York; in good standing
Licensing Jurisdiction	New York
Bar Registration Number	5594017

POWER OF ATTORNEY AND DECLARATION OF REPRESENTATIVE
IRS Form 2848
Form 2848 (Rev. January 2021) Department of the Treasury — Internal Revenue Service OMB No. 1545-0150
This document constitutes a completed, executed IRS Form 2848, Power of Attorney and Declaration of Representative, prepared in document format for filing with the Internal Revenue Service in connection with the bilateral Advance Pricing Agreement application of Halcyon Semiconductor Inc. Taxpayer and its authorized representatives should retain copies of this executed form for their records. For instructions and the latest information, see the IRS instructions for Form 2848, available at www.irs.gov/forms-pubs.
PART I — POWER OF ATTORNEY
CAUTION: A separate Form 2848 must be completed for each taxpayer. Form 2848 will not be honored for any purpose other than representation before the IRS.
Line 1 — Taxpayer Information
Taxpayer Name: Halcyon Semiconductor Inc.
Taxpayer Identification Number (Employer Identification Number): 84-2917630
Street Address: 8700 Parmer Lane, Building 4
City, State, ZIP Code: Austin, TX 78729
Daytime Telephone Number: (512) 477-3800
Plan Number (if applicable): N/A
Taxpayer Entity Type: Corporation (C-Corporation)
State of Incorporation: Delaware
Delaware Division of Corporations File Number: 7341825
Line 2 — Representative(s)
Taxpayer hereby appoints the following individual(s) as its representative(s) before the Internal Revenue Service:
Representative 1.  
Representative 2.  
Representative 3.  
Line 3 — Tax Matters
The representative(s) identified in Line 2 above are authorized to represent the taxpayer before the Internal Revenue Service with respect to the following tax matters:
Tax Matters Table
Description of Matter
Bilateral Advance Pricing Agreement ("APA") application and proceedings under Revenue Procedure 2015-41, 2015-35 I.R.B. 263, between the United States of America (Internal Revenue Service, Advance Pricing and Mutual Agreement Program) and the Federal Republic of Germany (Bundeszentralamt für Steuern / BZSt), pursuant to Article 25 (Mutual Agreement Procedure) of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, signed June 29, 2006 (the "US-Germany Income Tax Treaty").
Specific Internal Revenue Code Sections and Regulations
•  Internal Revenue Code § 482 (Allocation of income and deductions among taxpayers)
•  Internal Revenue Code § 6662(e) (Substantial valuation misstatement under chapter 1 — transfer pricing adjustments)
•  Internal Revenue Code § 6662(h) (Gross valuation misstatement)
•  Treasury Regulations §§ 1.482-1 through 1.482-9 (Transfer pricing methods and special rules)
•  Treasury Regulations § 1.6662-6 (Penalties applicable to transfer pricing adjustments)
•  Revenue Procedure 2015-41 (Advance pricing agreements — bilateral and multilateral)
Covered Transactions.  The APA application covers the following categories of intercompany transactions between Halcyon Semiconductor AG (the parent company, resident in the Federal Republic of Germany) and Halcyon Semiconductor Inc. (the wholly-owned U.S. subsidiary, the taxpayer identified herein):
(a) Intercompany sale of semiconductor wafers and die (tangible goods): Sales of fabricated semiconductor wafers and individual die from Halcyon Semiconductor AG to Halcyon Semiconductor Inc. for final packaging, testing, and distribution in the Americas market;
(b) Royalty payments for licensed semiconductor intellectual property: Royalty payments from Halcyon Semiconductor Inc. to Halcyon Semiconductor AG for licenses to use certain semiconductor design intellectual property, including patented circuit architectures, mask works, and related trade secrets; and
(c) Cost-sharing contributions under a Qualified Cost Sharing Arrangement ("QCSA"): Cost-sharing payments and platform contribution transaction payments between Halcyon Semiconductor AG and Halcyon Semiconductor Inc. pursuant to a Qualified Cost Sharing Arrangement for the joint development of next-generation semiconductor technologies, within the meaning of Treasury Regulations § 1.482-7.
Proposed APA Term
•  Prospective Period: January 1, 2025 through December 31, 2029 (five taxable years)
•  Rollback Period: January 1, 2022 through December 31, 2024 (three taxable years)
•  Total Covered Period: Eight taxable years (January 1, 2022 through December 31, 2029)
Line 3 — Acts Authorized
The representative(s) named in Line 2 are authorized to receive and inspect confidential tax information and to perform any and all acts that the taxpayer can perform with respect to the tax matters described in Line 3 above, including but not limited to the following specific acts:
(a) Signing waivers and consents extending the statutory period for assessment or collection of tax;
(b) Executing closing agreements under Internal Revenue Code § 7121;
(c) Receiving (but not endorsing or cashing) refund checks issued by the Internal Revenue Service;
(d) Representing the taxpayer before the Internal Revenue Service in connection with the bilateral Advance Pricing Agreement application filed under Revenue Procedure 2015-41, including all interactions with the IRS Advance Pricing and Mutual Agreement Program ("APMA"), Large Business & International ("LB&I") Division;
(e) Participating in all pre-filing conferences, formal and informal meetings, and communications with APMA personnel relating to the APA application and the evaluation of the taxpayer's proposed transfer pricing methods, economic analyses, and documentation;
(f) Responding to and negotiating with the IRS APMA team and, as applicable, coordinating with the German competent authority (BZSt) through the IRS competent authority, in connection with the bilateral APA negotiation process;
(g) Executing any and all APA-related agreements on behalf of the taxpayer, including the final bilateral APA agreement (the executed APA document between the taxpayer and the IRS), any term sheets, memoranda of understanding, or other documents required to finalize the bilateral APA;
(h) Responding to Information Document Requests ("IDRs") issued by APMA or any other IRS office in the course of APA proceedings;
(i) Filing and submitting annual compliance reports required under Revenue Procedure 2015-41, Section 7, for each taxable year covered by the APA term;
(j) Engaging in any supplemental or ancillary proceedings necessary to effectuate the purposes of the APA, including requests for extensions of time, amendments to the APA application, and communications regarding the rollback of the APA terms to pre-APA taxable years; and
(k) Performing any other acts necessary and proper to carry out the representation described herein with respect to the APA application and the related transfer pricing matters identified in Line 3.
Specific Acts NOT Authorized
The representative(s) are not authorized to:
(i) Endorse or negotiate (i.e., cash) refund checks issued by the Internal Revenue Service on behalf of the taxpayer;
(ii) Sign federal income tax returns (Form 1120 or any other return) on behalf of the taxpayer, unless separately and expressly authorized by the taxpayer in a written instrument; or
(iii) Substitute or add representative(s) without the prior written consent of an authorized officer of the taxpayer.
Line 4 — Specific Use Not Recorded on the Centralized Authorization File (CAF)
Check here if this power of attorney is for a specific use not recorded on the Centralized Authorization File (CAF). Not checked. This Power of Attorney is to be recorded on the IRS Centralized Authorization File (CAF).
Line 5 — Additional Acts Authorized
Check the applicable boxes below to grant additional authorizations:
Access my IRS records via an Intermediate Service Provider.
Authorize disclosure to the representative(s) of my tax return information, including transcripts, account information, and other confidential data maintained by the IRS, in connection with the tax matters described in Line 3.
Substitute or add representative(s). (Not authorized at this time. Any substitution or addition of representatives must be effectuated through the filing of a new or amended Form 2848 executed by an authorized officer of Halcyon Semiconductor Inc.)
Note regarding specific authorization for APA proceedings: In addition to the authorities granted above, the representative(s) are specifically authorized to participate in all pre-filing conferences, APA application proceedings, competent authority negotiations (including bilateral competent authority discussions between the United States and the Federal Republic of Germany), and annual compliance report filings under Revenue Procedure 2015-41, Section 7. This authorization encompasses all communications, submissions, and filings necessary in connection with the bilateral APA process from the date of execution of this Power of Attorney through the expiration or termination of the APA, and through the completion of all annual compliance reporting obligations thereunder.
Line 6 — Retention/Revocation of Prior Power(s) of Attorney
This Power of Attorney does not revoke any prior powers of attorney on file with the Internal Revenue Service for the taxpayer. No prior Form 2848 has been filed by Halcyon Semiconductor Inc. with respect to IRC § 482 transfer pricing matters, APA matters, or any matters involving the IRS Advance Pricing and Mutual Agreement Program. Accordingly, there are no existing powers of attorney to revoke.
Check here if the taxpayer does NOT want to revoke a prior power of attorney. The filing of this Form 2848 is not intended to, and does not, revoke any other power of attorney that may be on file with the IRS for matters unrelated to the APA proceedings described herein.
Line 7 — Taxpayer Signature
IF NOT SIGNED AND DATED, THIS POWER OF ATTORNEY WILL BE RETURNED.
I, the undersigned taxpayer, hereby confirm that the foregoing grant of authority is true, correct, and complete, and I authorize the representative(s) named in Line 2 to represent me before the Internal Revenue Service with respect to the tax matters described in Line 3 for the years or periods specified, and to perform the acts identified above. If this declaration is filed with respect to a joint return, each spouse must file a separate power of attorney if both wish to appoint representative(s).
I declare under penalties of perjury that I have examined this power of attorney, and to the best of my knowledge and belief, it is true, correct, and complete. I understand that by signing this form, I am authorizing the representative(s) named above to act on my behalf before the Internal Revenue Service.
TAXPAYER SIGNATURE:
HALCYON SEMICONDUCTOR INC.
By: ________
Print Name: Victor Almeida
Title: President & General Manager
Date: ________
Note: As an officer of the corporation duly authorized to execute this Form 2848 on behalf of Halcyon Semiconductor Inc. in accordance with the corporation's bylaws and a resolution of the Board of Directors authorizing the filing of the APA application and the execution of this Power of Attorney. A copy of the authorizing board resolution is available upon request.
PART II — DECLARATION OF REPRESENTATIVE
Under penalties of perjury, I declare that:
•  I am not currently under suspension or disbarment from practice before the Internal Revenue Service;
•  I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service;
•  I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein; and
•  I am one of the following:
(a) Attorney — a member in good standing of the bar of the highest court of the jurisdiction shown below.
(b) Certified Public Accountant — duly qualified to practice as a certified public accountant in the jurisdiction shown below.
(c) Enrolled Agent — enrolled as an agent by the IRS under the requirements of Circular 230.
(d) Officer — a bona fide officer of the taxpayer organization.
(e) Full-Time Employee — a full-time employee of the taxpayer.
(f) Family Member — a member of the taxpayer's immediate family (for individual taxpayers only).
(g) Enrolled Actuary — enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C. § 1242.
(h) Unenrolled Return Preparer — authorized under Revenue Procedure 2014-42 and Section 10.7(c)(1)(viii) of Circular 230 for limited representation.
(k) Qualifying Student or Law Graduate — under Section 10.7(d) of Circular 230.
Representative 1 — Leonard Cross
I declare that I am not currently under suspension or disbarment from practice before the Internal Revenue Service, that I am subject to regulations contained in Circular 230, and that I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.
Signature: ________
Print Name: Leonard Cross
Date: ________
Representative 2 — Sylvia Hartwell
I declare that I am not currently under suspension or disbarment from practice before the Internal Revenue Service, that I am subject to regulations contained in Circular 230, and that I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.
Signature: ________
Print Name: Sylvia Hartwell
Date: ________
Representative 3 — Leila Nazari
I declare that I am not currently under suspension or disbarment from practice before the Internal Revenue Service, that I am subject to regulations contained in Circular 230, and that I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.
Signature: ________
Print Name: Leila Nazari
Date: ________
ATTACHMENT A — SUPPLEMENTAL STATEMENT
(Attached to IRS Form 2848 — Halcyon Semiconductor Inc., EIN 84-2917630)
This Supplemental Statement is attached to the Form 2848, Power of Attorney and Declaration of Representative, filed by Halcyon Semiconductor Inc. ("HSI" or the "Taxpayer"), EIN 84-2917630, and provides additional detail regarding the scope and subject matter of the representation authorized therein. The space provided on Form 2848 is insufficient to fully describe the nature, scope, and context of the matters for which representation is authorized, and this Supplemental Statement is therefore provided in accordance with the Form 2848 instructions.
1. Engagement and Matter Description
Calderwood & Harkness LLP ("C&H") has been retained by Halcyon Semiconductor AG ("HSAG"), a corporation organized under the laws of the Federal Republic of Germany, and its wholly-owned U.S. subsidiary, Halcyon Semiconductor Inc. ("HSI"), a Delaware C-Corporation, to pursue a bilateral Advance Pricing Agreement ("APA") between the Internal Revenue Service of the United States of America (the "IRS") and the German federal tax authority, the Bundeszentralamt für Steuern ("BZSt"). This engagement is designated as C&H Matter Number 1032-00006, with the internal billing code HSAG-TP-2025.
The APA will cover certain intercompany transactions in the US-Germany semiconductor supply chain between HSAG (the parent) and HSI (the subsidiary), and is intended to establish the appropriate arm's length transfer pricing methodology, and in certain cases the specific arm's length range or result, for the covered transactions for the APA term.
2. Covered Transactions Summary
The bilateral APA application covers the following categories of controlled transactions between HSAG and HSI:
(a) Tangible Goods — Semiconductor Wafer and Die Sales
HSAG fabricates semiconductor wafers and die at its facilities in Dresden, Germany, and sells such products to HSI on an intercompany basis. HSI receives the wafers and die at its facility in Austin, Texas, where it performs final packaging, testing, quality assurance, and distribution of finished semiconductor products to customers in the Americas region.
Fiscal Year 2024 intercompany value: EUR 987,600,000 (approximately USD 1,076,000,000 at the average EUR/USD exchange rate for the period).
(b) Royalties — Intellectual Property License
HSI pays royalties to HSAG for the license to use certain semiconductor design intellectual property, including patented circuit architectures, photolithographic mask works, proprietary process technology, and related trade secrets. The royalty is computed as a percentage of HSI's net sales of products incorporating the licensed IP.
Fiscal Year 2024 intercompany value: EUR 68,400,000 (approximately USD 70,500,000).
(c) Cost-Sharing Contributions — Qualified Cost Sharing Arrangement (R&D CSA)
HSAG and HSI are parties to a Qualified Cost Sharing Arrangement ("QCSA") under Treasury Regulations § 1.482-7 for the joint development of next-generation semiconductor technologies, including advanced node process development, power management IC architectures, and automotive-grade chip designs. HSI makes cost-sharing payments and platform contribution transaction ("PCT") payments to HSAG under the QCSA.
Fiscal Year 2024 intercompany value: EUR 224,600,000 (approximately USD 231,300,000).
(d) Aggregate Annual Intercompany Flows
Total aggregate intercompany flows for Fiscal Year 2024: approximately EUR 1,280,600,000.
3. Proposed Transfer Pricing Methods
The APA application will propose the following transfer pricing methods for each category of covered transaction:
(a) Tangible Goods (Wafer/Die Sales): Transactional Net Margin Method ("TNMM") / Comparable Profits Method ("CPM"), with HSI as the tested party. The profit level indicator will be the operating margin or Berry ratio, benchmarked against comparable uncontrolled companies performing similar packaging, testing, and distribution functions in the semiconductor industry.
(b) Royalties (IP License): Comparable Uncontrolled Transaction ("CUT") method, utilizing publicly available license agreements for comparable semiconductor intellectual property, adjusted for differences in the nature and value of the intangible property, geographic scope, exclusivity, and remaining useful life.
(c) Cost-Sharing Contributions (R&D CSA): Income method in accordance with Treasury Regulations § 1.482-7(g)(4), utilizing discounted cash flow analyses to measure the present value of each participant's anticipated benefits from the intangible development activities and to allocate intangible development costs and PCT payments accordingly.
4. Co-Applicant Parent Entity
The co-applicant to the bilateral APA is the taxpayer's parent company:
Halcyon Semiconductor AG Halcyon-Allee 12 01099 Dresden, Saxony Federal Republic of Germany
Steuernummer (German Tax Identification Number): 203/118/04527 Umsatzsteuer-Identifikationsnummer (VAT Identification Number): DE 814 723 956
HSAG will file a corresponding application with the BZSt through its German counsel. The German and U.S. competent authorities will negotiate the bilateral APA under the Mutual Agreement Procedure provisions of Article 25 of the US-Germany Income Tax Treaty.
5. German Counsel
The BZSt filing and coordination with the German competent authority is being handled by:
Kettner Pflüger Rechtsanwälte Bockenheimer Landstraße 72 60323 Frankfurt am Main Federal Republic of Germany
Responsible Partner: Dr. Tobias Kettner Telephone: +49 (69) 9055-2400
Email: kettner@kettner-pflueger.de
Dr. Kettner and the Kettner Pflüger team are coordinating with C&H on the preparation of the bilateral APA application and will file the corresponding application with the BZSt on behalf of HSAG on a timetable coordinated with the IRS filing.
6. APA User Fee
The applicable user fee for a large case bilateral APA as of 2025 is $113,500. This user fee will be submitted with the formal APA application package (IRS Form 14661 and supporting documentation) by check payable to the United States Treasury, in accordance with Revenue Procedure 2015-41, Section 4.12.
7. Filing Target
The formal APA application, consisting of IRS Form 14661, the supporting economic analysis, functional analysis, proposed APA terms, and all required documentation, together with this executed Form 2848 and the applicable user fee, is targeted for filing with the IRS Advance Pricing and Mutual Agreement Program (APMA) on or before July 7, 2025.
8. Proposed APA Term
•  Prospective Period: January 1, 2025 through December 31, 2029 (five taxable years)
•  Rollback Period: January 1, 2022 through December 31, 2024 (three taxable years)
•  Total Covered Period: Eight taxable years (2022 through 2029, inclusive)
The rollback is contingent upon mutual agreement of the U.S. and German competent authorities and the taxpayer's consent to the application of the agreed-upon methodology to the rollback years.
FILING INSTRUCTIONS AND DISTRIBUTION
The following distribution and filing instructions apply to this executed Form 2848 and the attached Supplemental Statement:
1.  Original Filing: The original executed Form 2848 (together with Attachment A — Supplemental Statement) shall be submitted to the Internal Revenue Service as part of the formal APA application package. The cover letter accompanying the APA application shall be addressed to:
Director, Advance Pricing and Mutual Agreement Program (APMA) Large Business & International Division Internal Revenue Service 1111 Constitution Avenue, NW Washington, DC 20224
2.  Copy — Calderwood & Harkness LLP: A copy of the executed Form 2848 and Supplemental Statement shall be retained by Calderwood & Harkness LLP in C&H Matter Number 1032-00006 files, in accordance with the firm's document retention policies.
3.  Copy — Halcyon Semiconductor Inc.: A copy of the executed Form 2848 and Supplemental Statement shall be provided to Halcyon Semiconductor Inc. for the taxpayer's corporate tax records, care of:
Priya Raghavan Vice President, Tax Halcyon Semiconductor Inc. 8700 Parmer Lane, Building 4 Austin, TX 78729
Email: praghavan@halcyonsemi.com
4.  Copy — Halcyon Semiconductor AG: A copy of the executed Form 2848 and Supplemental Statement shall be provided for information purposes to the parent company's Group Tax function, care of:
Dr. Erwin Fassbinder Senior Vice President, Group Tax Halcyon Semiconductor AG Halcyon-Allee 12 01099 Dresden, Saxony, Germany
Email: e.fassbinder@halcyonsemi.de
PRIVACY ACT AND PAPERWORK REDUCTION ACT NOTICE: Section 6109 of the Internal Revenue Code requires taxpayers to provide their identification number. Section 7803(a) authorizes the IRS to request other information. The IRS uses the information on Form 2848 to determine if an individual is authorized to represent a taxpayer and to establish the scope of the representative's authority. If the form is not completed, the IRS may return it, delay processing the power of attorney, or may not be able to honor the power of attorney. Providing false or fraudulent information may subject you to penalties. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is 37 minutes. If you have comments concerning the accuracy of this time estimate or suggestions for making this form simpler, please write to the Internal Revenue Service, Tax Forms and Publications Division, 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224.
— End of Form 2848 and Attachment A —
Field | Information
Name | Leonard Cross
CAF Number | 8472-91035R (on file)
PTIN | P01847293
Telephone Number | (212) 848-4000
Fax Number | (212) 848-4800
Address | Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, NY 10022
Check if new address
Check if new telephone number
Designation | (a) Attorney — enrolled to practice; member of the bar
Jurisdiction (State) | New York
Field | Information
Name | Sylvia Hartwell
CAF Number | 3719-60284R (on file)
PTIN | P02563917
Telephone Number | (212) 848-4000
Fax Number | (212) 848-4800
Address | Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, NY 10022
Check if new address
Check if new telephone number
Designation | (a) Attorney — enrolled to practice; member of the bar
Jurisdiction (State) | New York
Field | Information
Name | Leila Nazari
CAF Number | 5028-43176R (on file)
PTIN | P03892041
Telephone Number | (212) 848-4000
Fax Number | (212) 848-4800
Address | Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, NY 10022
Check if new address
Check if new telephone number
Designation | (a) Attorney — enrolled to practice; member of the bar
Jurisdiction (State) | New York
Type of Tax | Tax Form Number | Year(s) or Period(s)
Income | Form 1120 | 2022, 2023, 2024, 2025, 2026, 2027, 2028, 2029
Transfer Pricing — IRC § 482 | N/A (APA Proceedings under Rev. Proc. 2015-41) | 2022 through 2029 (inclusive)
Field | Information
Designation | (a) Attorney — member of the bar of the highest court of the State of New York; in good standing
Licensing Jurisdiction | New York
Bar Registration Number | 4287153
Field | Information
Designation | (a) Attorney — member of the bar of the highest court of the State of New York; in good standing
Licensing Jurisdiction | New York
Bar Registration Number | 5163892
Field | Information
Designation | (a) Attorney — member of the bar of the highest court of the State of New York; in good standing
Licensing Jurisdiction | New York
Bar Registration Number | 5594017

POWER OF ATTORNEY AND DECLARATION OF REPRESENTATIVE

IF NOT SIGNED AND DATED, THIS POWER OF ATTORNEY WILL BE RETURNED.

TAXPAYER SIGNATURE:

HALCYON SEMICONDUCTOR INC.

FILING INSTRUCTIONS AND DISTRIBUTION

Record

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