PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
CONTEMPORANEOUS TRANSFER PRICING DOCUMENTATION
LOCAL FILE
HALCYON SEMICONDUCTOR INC.
Fiscal Year Ended December 31, 2022
(January 1, 2022 through December 31, 2022)
Prepared by:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
In coordination with:
Meridian Economics GmbH Leopoldstraße 145 80804 Munich, Germany
C&H Matter Number: 1032-00006 Billing Code: HSAG-TP-2025
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
This document constitutes contemporaneous transfer pricing documentation prepared to satisfy the requirements of Section 482 of the Internal Revenue Code ("IRC"), the penalty provisions of IRC §§ 6662(e) and 6662(h), and the documentation standards set forth in Treasury Regulations § 1.6662-6. This Local File further supports the rollback request under the bilateral Advance Pricing Agreement application filed by Halcyon Semiconductor AG and Halcyon Semiconductor Inc. pursuant to Revenue Procedure 2015-41. Fiscal Year 2022 is the earliest of three rollback years (2022, 2023, and 2024). The proposed prospective APA term covers January 1, 2025 through December 31, 2029. This document is protected by the attorney-client privilege and the work product doctrine. Distribution is limited to authorized personnel of Halcyon Semiconductor AG and Halcyon Semiconductor Inc., and their authorized legal and tax advisors.
TABLE OF CONTENTS
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SECTION 1: EXECUTIVE SUMMARY
1.1 Purpose of the Local File
1.2 Overview of Covered Transactions (FY 2022)
1.3 Summary of Transfer Pricing Methods and Arm's-Length Results (FY 2022)
SECTION 2: OVERVIEW OF HALCYON SEMICONDUCTOR GROUP
2.1 Group Structure and History
2.2 Related Entities
2.3 HSI Business Overview
SECTION 3: FUNCTIONAL ANALYSIS
3.1 Functions Performed by HSI
3.2 Assets Employed by HSI
3.3 Risks Assumed by HSI
3.4 Functions Performed by HSAG (Counterparty)
3.5 Assets Employed and Risks Assumed by HSAG
3.6 Characterization of the Parties
SECTION 4: DESCRIPTION OF CONTROLLED TRANSACTIONS (FY 2022)
4.1 Transaction 1: Tangible Goods — Intercompany Wafer/Die Sales
4.2 Transaction 2: Royalties — IP License Payments
4.3 Transaction 3: Cost-Sharing Contributions — R&D CSA
4.4 Summary Table of Intercompany Transactions (FY 2022)
SECTION 5: ECONOMIC ANALYSIS — TANGIBLE GOODS (CPM/TNMM)
5.1 Selection of the Best Method
5.2 Tested Party Selection
5.3 Profit Level Indicator
5.4 Comparability Analysis and Benchmarking Study
5.5 Arm's-Length Range
5.6 FY 2022 Results and Arm's-Length Conclusion
SECTION 6: ECONOMIC ANALYSIS — ROYALTIES (CUT METHOD)
6.1 Selection of the Best Method
6.2 Comparable Uncontrolled Transaction Search
6.3 Comparability Adjustments
6.4 Arm's-Length Range
6.5 Corroboration via Residual Profit Split
6.6 FY 2022 Results and Arm's-Length Conclusion
SECTION 7: ECONOMIC ANALYSIS — COST SHARING ARRANGEMENT
7.1 Overview of the CSA
7.2 Platform Contribution Transaction
7.3 Anticipated Benefit Share Methodology
7.4 FY 2022 Cost-Sharing Contributions
7.5 Periodic Adjustment Evaluation
7.6 Arm's-Length Conclusion
SECTION 8: FINANCIAL DATA AND SCHEDULES (FY 2022)
8.1 HSI Income Statement Summary (FY 2022)
8.2 Intercompany Transaction Schedule (FY 2022)
8.3 Reconciliation to Audited Financial Statements
8.4 Segmented Profitability Analysis
8.5 Multi-Year Financial Summary (FY 2018–2022)
SECTION 9: COMPARABLE COMPANY DATA
9.1 List of Comparable Companies
9.2 Quantitative Results
9.3 Comparable License Agreements (CUT Set)
SECTION 10: LEGAL FRAMEWORK
10.1 US Federal Transfer Pricing Law
10.2 Penalty Provisions
10.3 US-Germany Income Tax Treaty
10.4 OECD Transfer Pricing Guidelines
10.5 German Transfer Pricing Law (Cross-Reference)
SECTION 11: INDUSTRY OVERVIEW
11.1 Global Semiconductor Market (FY 2022 Context)
11.2 Competitive Landscape
11.3 Economic Conditions Affecting FY 2022 Results
SECTION 12: APA ROLLBACK CONTEXT
12.1 Rollback Request
12.2 Consistency of Methods Across Rollback and Prospective Periods
12.3 No Prior IRS Examination of FY 2022 Transfer Pricing
SECTION 13: CONCLUSION
13.1 Arm's-Length Compliance
13.2 Penalty Protection
13.3 Reservation
APPENDICES
Appendix A: Organizational Chart — Halcyon Semiconductor Group
Appendix B: Intercompany Agreements
Appendix C: Comparable Company Profiles (CPM/TNMM)
Appendix D: Comparable License Agreement Summaries (CUT)
Appendix E: HSI Financial Statements (FY 2022) — Excerpts
Appendix F: HSAG Consolidated Financial Data (FY 2022) — Excerpts
Appendix G: Glossary of Terms and abbreviations
Appendix H: Professional Qualifications
SECTION 1: EXECUTIVE SUMMARY
1.1 Purpose of the Local File
This document constitutes the contemporaneous transfer pricing documentation — Local File for Halcyon Semiconductor Inc. ("HSI"), Employer Identification Number 84-2917630, a Delaware C-corporation and wholly owned subsidiary of Halcyon Semiconductor AG ("HSAG"), for the fiscal year ended December 31, 2022 (the "Tax Year" or "FY 2022"). HSI's principal offices are located at 8700 Parmer Lane, Building 4, Austin, Texas 78729.
This Local File has been prepared by Calderwood & Harkness LLP, in coordination with Meridian Economics GmbH, Munich, Germany, to satisfy the documentation requirements under Sections 482, 6662(e), and 6662(h) of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), and Treasury Regulations § 1.6662-6 (the "Regulations"). Specifically, this Local File establishes that HSI maintained contemporaneous documentation sufficient to demonstrate that it determined the prices charged or paid in its controlled transactions with HSAG in a manner consistent with the arm's-length standard, and that it reasonably concluded that its transfer pricing was the most reliable measure of an arm's-length result. This documentation further provides a reasonable cause and good faith defense against the imposition of transfer pricing penalties under IRC §§ 6662(e) and 6662(h).
In addition to satisfying HSI's US documentation obligations, this Local File supports the rollback request filed in connection with the bilateral Advance Pricing Agreement ("APA") application submitted jointly by HSAG and HSI to the Internal Revenue Service ("IRS") Advance Pricing and Mutual Agreement Program ("APMA") and the German Federal Central Tax Office (Bundeszentralamt für Steuern, "BZSt") pursuant to Revenue Procedure 2015-41, 2015-35 I.R.B. 263. The proposed rollback period covers the three tax years from January 1, 2022 through December 31, 2024, with a proposed prospective APA term from January 1, 2025 through December 31, 2029. FY 2022 is the earliest of the three rollback years. If the rollback is granted, the total covered period under the bilateral APA will span eight tax years (2022 through 2029).
The analysis set forth herein demonstrates that all of HSI's intercompany transactions with HSAG during FY 2022 satisfy the arm's-length standard as articulated in IRC § 482, the associated Treasury Regulations, and Article 9 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 (the "US-Germany Tax Treaty"), signed June 29, 2006.
1.2 Overview of Covered Transactions (FY 2022)
During FY 2022, HSI engaged in three categories of controlled transactions with its parent entity, HSAG:
1. Tangible Goods (Wafer/Die Sales). HSAG manufactures semiconductor wafers and singulated die at its advanced-node fabrication facilities in Saxony, Germany: Fab 1 and Fab 2, located at Industriepark Klotzsche, Zur Wetterwarte 50, 01109 Dresden, and Fab 3, located at Technologiepark Chemnitz, Annaberger Straße 240, 09125 Chemnitz. During FY 2022, HSAG sold semiconductor wafers and singulated die to HSI under the Master Intercompany Supply Agreement ("MISA"), which became effective on January 1, 2019, and was amended on July 1, 2022 (the "MISA Amendment"). HSI, in turn, completed packaging of certain products (through outsourced arrangements with third-party Outsourced Semiconductor Assembly and Test providers, or "OSATs"), and resold finished and packaged semiconductors to unrelated US customers including original equipment manufacturers ("OEMs"), electronic component distributors, and hyperscale cloud computing companies.
2. Royalties (IP License). HSI paid HSAG a running royalty of 6.0% on IP-attributable revenues under the intellectual Property License Agreement (the "IP License Agreement"), which became effective on January 1, 2019. The IP License Agreement grants HSI the right to use HSAG's proprietary semiconductor process technology, design libraries, electronic design automation ("EDA") tool integrations, and related intangible property in connection with HSI's distribution and design-support activities in the North American market.
3. Cost-Sharing Contributions (R&D CSA). HSI participates in a Qualified Cost Sharing Arrangement (the "CSA"), effective July 15, 2018, with HSAG. Under the CSA, HSI shares in the costs and risks associated with the development of next-generation 2-nanometer ("2nm") and sub-2nm semiconductor process technology. HSI's anticipated benefit share under the CSA is 22.5%, reflecting its proportionate share of anticipated benefits from the exploitation of the resulting intangibles in North America.
These three categories of controlled transactions comprise the entirety of HSI's intercompany dealings with HSAG for FY 2022 and are the subject of the economic analyses presented in this Local File.
1.3 Summary of Transfer Pricing Methods and Arm's-Length Results (FY 2022)
The following table summarizes the transfer pricing method applied to each controlled transaction, the tested party, the profit level indicator or rate, the arm's-length range established by the benchmarking analysis, and HSI's actual FY 2022 result:
As set forth in the detailed economic analyses in Sections 5 through 7 below, HSI's FY 2022 intercompany transactions with HSAG fall within the arm's-length ranges established by the applicable benchmarking studies and analytical frameworks. HSI's operating margin from its tangible goods distribution function of 3.9% falls within the interquartile range ("IQR") of 2.8% to 6.1% derived from the comparable profits method / transactional net margin method ("CPM/TNMM") analysis. The 6.0% royalty rate paid by HSI to HSAG falls within the CUT IQR of 3.5% to 8.2%. HSI's 22.5% anticipated benefit share under the CSA is consistent with the income method analysis prescribed by Treasury Regulations § 1.482-7. Accordingly, no transfer pricing adjustment is required for any of HSI's controlled transactions for FY 2022.
SECTION 2: OVERVIEW OF HALCYON SEMICONDUCTOR GROUP
2.1 Group Structure and History
Halcyon Semiconductor AG ("HSAG") is an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany. HSAG is publicly listed on the Frankfurt Stock Exchange (XETRA trading platform), with the International Securities Identification Number ("ISIN") DE000HSA0017 and the Wertpapierkennnummer ("WKN") HSA001. HSAG's registered office is located at Halcyon-Allee 12, 01099 Dresden, Saxony, Germany.
HSAG's principal business activity is the design, development, and manufacture of advanced-node semiconductor wafers for the automotive, industrial Internet of Things ("IoT"), and data-center application segments. HSAG operates fabrication facilities ("fabs") utilizing process technologies at the 7-nanometer ("7nm"), 5-nanometer ("5nm"), and 3-nanometer ("3nm") technology nodes. During FY 2022, HSAG's 7nm and 5nm process technologies were in full production, while the 3nm process technology was in early qualification stages with select lead customers.
HSAG was founded in 2003 by Dr. Klaus-Dieter Wehrheim and a team of semiconductor engineers formerly associated with leading European research institutions. The company initially focused on specialty analog semiconductor fabrication before transitioning to advanced digital process technologies in the 2010s. HSAG completed its initial public offering on the Frankfurt Stock Exchange in 2011 and has since grown into one of Europe's foremost advanced-node semiconductor manufacturers, competing in a global market dominated by a small number of leading fabrication companies.
The HSAG group's leadership during FY 2022 included the following members of the Vorstand (Management Board):
• Chief Executive Officer: Dr. Klaus-Dieter Wehrheim
• Chief Financial Officer: Margarethe Stein
• Chief Technology Officer: Dr. Hendrik Möller
• Senior Vice President, Group Tax: Dr. Erwin Fassbinder
As of FY 2024, the HSAG group employed approximately 22,400 individuals worldwide, of whom approximately 14,600 were based in Germany. FY 2022 headcount figures were proportionately smaller, reflecting the group's growth trajectory over the period. The group's global footprint includes manufacturing operations concentrated in Germany, with distribution, sales, and design-support subsidiaries in the United States, Japan, and China.
2.2 Related Entities
The HSAG group comprises the following principal entities:
Halcyon Semiconductor Inc. ("HSI"). HSI is a C-corporation organized under the laws of the State of Delaware, wholly owned by HSAG. HSI serves as the exclusive distribution, marketing, and design-support subsidiary for Halcyon products in the North American market. HSI's principal place of business is located at 8700 Parmer Lane, Building 4, Austin, Texas 78729. HSI also operates a design center at 2455 Augustine Drive, Suite 300, Santa Clara, California 95054, as well as regional sales offices in Southfield, Michigan (1100 Town Center Drive, Suite 420) and Beaverton, Oregon (9600 SW Nimbus Avenue, Suite 210). HSI's Delaware File Number is 7341825. HSI's registered agent in Delaware is c/o Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801. HSI is the subject of this Local File and is a party to all three categories of controlled transactions analyzed herein.
Halcyon Semiconductor Japan K.K. ("HSJ"). HSJ is a Kabushiki Kaisha organized under the laws of Japan, with its principal office in Tokyo. HSJ serves as HSAG's distribution and sales subsidiary in the Japanese market. HSJ is an affiliated entity within the HSAG group but is not within the scope of this US Local File or the bilateral APA between the United States and Germany.
Halcyon Semiconductor (Shanghai) Co., Ltd. ("HSC"). HSC is a wholly foreign-owned enterprise ("WFOE") organized under the laws of the People's Republic of China, with its principal office in Shanghai. HSC provides distribution, sales, and limited design-support services for Halcyon products in the Greater China market. HSC is an affiliated entity within the HSAG group but is not within the scope of this US Local File or the bilateral APA between the United States and Germany.
The organizational chart set forth in Appendix A illustrates the ownership structure of the HSAG group, with HSAG as the ultimate parent entity holding 100% of the equity interests in each of HSI, HSJ, and HSC. There are no intermediate holding companies or other entities interposed between HSAG and its operating subsidiaries. All intercompany transactions analyzed in this Local File occur directly between HSAG and HSI.
2.3 HSI Business Overview
HSI is the exclusive US distribution, marketing, and design-support entity for Halcyon semiconductor products in North America. HSI's operations are centered on the purchase of semiconductor wafers and singulated die from HSAG, the completion of packaging and assembly through outsourced arrangements with third-party OSATs (where applicable), and the resale of finished semiconductor products to unrelated US customers.
HSI's customer base in FY 2022 included leading OEMs in the automotive and industrial sectors, major electronic component distributors, and hyperscale cloud computing companies operating large-scale data centers. HSI's sales team, organized by end-market vertical, is responsible for negotiating pricing and commercial terms with unrelated customers, managing customer relationships, and providing demand forecasting information to HSAG for production planning purposes.
HSI's management team during FY 2022 included:
• President & General Manager: Victor Almeida
• Vice President, Tax: Priya Raghavan
• Vice President, Supply Chain Operations: Thomas Kuroda
The Santa Clara design center employs application engineers who provide technical support, reference designs, and application-specific customization guidance to HSI's North American customer base. Importantly, the Santa Clara design center does not perform foundational semiconductor process technology research and development. The core intellectual property underlying Halcyon's semiconductor products — including process technology patents, design libraries, proprietary EDA workflows, and trade secrets — is owned by HSAG and is developed at HSAG's R&D facilities in Germany. HSI's design center activities are limited to customer-facing application engineering and design support, which facilitate the sale and implementation of HSAG's products in customer end-applications.
As of December 31, 2022, HSI employed approximately 2,400 individuals, distributed across its Austin headquarters, Santa Clara design center, and regional sales offices. By FY 2024, this headcount had grown to approximately 2,850, reflecting the expansion of HSI's sales and design-support capabilities in response to growing demand for advanced-node semiconductor products in North America.
SECTION 3: FUNCTIONAL ANALYSIS
This Section 3 presents a detailed functional analysis of HSI and HSAG in connection with their controlled transactions during FY 2022. The functional analysis examines the functions performed, assets employed, and risks assumed by each party, consistent with the comparability factors set forth in Treasury Regulations § 1.482-1(d)(3) and Chapter I of the OECD Transfer Pricing Guidelines (2022 ed.). The functional analysis forms the foundation for the selection of the best method, the identification of the tested party, and the determination of the arm's-length range for each controlled transaction.
3.1 Functions Performed by HSI
HSI performs the following principal functions in connection with its controlled transactions with HSAG:
Distribution and Sales. HSI serves as the buy-sell distributor for Halcyon semiconductor products in the US market. HSI purchases semiconductor wafers and singulated die from HSAG, completes packaging and assembly (where applicable, through outsourced OSAT arrangements), and resells the finished products to unrelated US customers. HSI's sales organization is structured by end-market vertical (automotive, industrial IoT, and data-center/hyperscaler) and is responsible for negotiating pricing and commercial terms with customers, managing customer accounts, processing purchase orders, and providing demand forecasts to HSAG for production planning purposes. While HSAG establishes global product strategy and pricing guidelines, HSI exercises discretion within defined parameters to set final customer pricing based on competitive market conditions, customer volume commitments, and strategic account considerations in the North American market.
Marketing. HSI develops and executes US-specific marketing programs, including participation in major industry trade shows (such as the Consumer Electronics Show, Embedded World North America, and various automotive industry conferences), demand generation campaigns, digital marketing initiatives, and brand awareness activities. HSI adapts HSAG's global marketing materials, product datasheets, and technical collateral for the North American market, including translations and localization of content where necessary. HSI's marketing activities are coordinated with HSAG's global marketing team to ensure consistency of messaging and brand positioning.
Design Support and Application Engineering. HSI's Santa Clara design center provides technical support and application engineering services to HSI's North American customer base. The design center's engineers assist customers in integrating Halcyon semiconductor products into their end-applications, provide reference designs and development kits, and offer application-specific customization guidance. The design center's activities are customer-facing and do not involve foundational process technology research and development. The design center does not generate core intellectual property; rather, it leverages HSAG's existing process technology and design libraries to facilitate customer adoption and design-in of Halcyon products.
Warehousing and Logistics. HSI manages semiconductor inventory at its Austin headquarters facility and coordinates regional fulfillment logistics. HSI bears certain inventory carrying costs, including warehousing expenses, insurance, and handling costs. HSI coordinates with HSAG's global supply chain team and third-party logistics providers to ensure timely delivery of products to customers.
Customer Service. HSI handles order management, customer inquiries, product returns, quality claims, and post-sale technical support for North American customers. HSI serves as the primary point of contact for customer quality issues and coordinates with HSAG's quality assurance team in Germany to resolve product defects or performance concerns. Customer returns and warranty claims are processed through HSI and passed through to HSAG under the terms of the MISA.
Administrative Functions. HSI maintains local human resources, finance and accounting, legal, and information technology support functions to support its US operations. These administrative functions are routine in nature and do not involve strategic decision-making at the group level. HSI's financial reporting is prepared in accordance with US GAAP and is subject to annual audit by Gresham Whitfield LLP.
3.2 Assets Employed by HSI
Tangible Assets. HSI's tangible asset base includes leased office space at its Austin headquarters, the Santa Clara design center, and regional sales offices; design center equipment (including computing infrastructure, testing equipment, and development platforms); information technology infrastructure supporting sales, order management, and enterprise resource planning systems; and warehouse facilities at the Austin headquarters for inventory storage and fulfillment operations. HSI does not own semiconductor fabrication facilities or cleanroom equipment.
Intangible Assets. HSI's intangible asset holdings are limited. Critically, HSI does not own core semiconductor process technology, design libraries, proprietary EDA workflows, or related trade secrets — all of which are owned by HSAG and licensed to HSI under the IP License Agreement. HSI possesses certain limited intangible assets, including customer lists and customer relationship intangibles developed through its distribution and sales activities in the North American market, local marketing intangibles (including market knowledge, customer preferences, and demand data specific to the US market), and minor workforce-in-place value associated with its sales, marketing, and application engineering personnel. These limited intangible assets are ancillary to HSI's distribution function and do not constitute unique or high-value intangibles within the meaning of the transfer pricing regulations.
Financial Assets. HSI deploys working capital in connection with its distribution activities, including accounts receivable (reflecting credit extended to unrelated customers), inventory (semiconductor wafers, die, and packaged products held for resale), and prepaid expenses. HSI has access to a $600 million revolving credit facility provided by Ridgeline National Bank (administrative agent: Daniel Furlong; headquarters: 401 South Tryon Street, Charlotte, North Carolina 28202). During FY 2022, HSI utilized the revolving credit facility to fund working capital requirements as needed.
3.3 Risks Assumed by HSI
Inventory Risk. HSI takes title to semiconductor wafers and singulated die upon shipment from HSAG's fabrication facilities in Germany, pursuant to the CIF Austin (or designated US delivery point) terms of the MISA. From the point of title transfer, HSI bears the risk of inventory obsolescence, physical damage, deterioration, and market price fluctuations for all inventory held. Given the rapid pace of technological change in the semiconductor industry and the relatively short product life cycles for advanced-node products, inventory obsolescence risk is a meaningful economic consideration. HSI manages this risk through demand forecasting, inventory turnover management, and coordination with HSAG's production planning team.
Credit Risk. HSI extends trade credit to unrelated US customers in the ordinary course of its distribution business and bears the risk of customer default and bad debt. HSI manages credit risk through credit approval processes, credit limit monitoring, and collection activities. During FY 2022, HSI's bad debt experience was within the range expected for semiconductor distributors operating in the North American market.
Foreign Exchange Risk. Intercompany purchases of semiconductor wafers and die from HSAG are denominated in euros ("EUR"), while HSI's sales to unrelated US customers are denominated in US dollars ("USD"). This creates foreign exchange exposure for HSI. However, this exposure is substantially mitigated by HSAG's group treasury policy, under which the EUR/USD foreign exchange risk arising from intercompany transactions is hedged through forward contracts and other derivative instruments managed at the HSAG group treasury level. HSI bears residual timing risk arising from differences between the hedge settlement dates and the actual intercompany payment dates.
Market Risk. HSI's exposure to market risk is limited by the fact that HSAG sets the global product strategy, product roadmap, and pricing guidelines. HSI has discretion to adjust customer pricing within defined parameters to respond to competitive dynamics in the North American market, but the fundamental product positioning, feature set, and target customer segments are determined by HSAG at the group level. HSI is therefore characterized as bearing limited, rather than entrepreneurial, market risk.
R&D Risk. Through its participation in the CSA, HSI shares in the costs and risks associated with HSAG's development of next-generation 2nm and sub-2nm semiconductor process technology. HSI's share of these costs and risks is proportionate to its 22.5% anticipated benefit share. If the CSA R&D activities do not yield commercially viable process technology, HSI would bear its proportionate share of the sunk costs without a corresponding benefit. Conversely, if the R&D activities are successful, HSI is entitled to exploit the resulting intangibles in North America. The R&D risk borne by HSI through the CSA is significant but is commensurate with its anticipated benefit share and is governed by the cost-sharing provisions of Treasury Regulations § 1.482-7.
Warranty and Product Liability Risk. Under the terms of the MISA, HSI passes through warranty claims and product defect issues to HSAG, which bears the primary warranty obligation for manufacturing defects and process-related quality issues. HSI bears limited residual warranty risk, primarily related to packaging defects (where HSI outsources packaging to third-party OSATs) and customer-facing administration of warranty claims prior to HSAG resolution.
3.4 Functions Performed by HSAG (Counterparty)
HSAG performs the following principal functions relevant to the controlled transactions with HSI:
Manufacturing and Fabrication. HSAG operates three advanced-node semiconductor fabrication facilities in Saxony, Germany. Fab 1 and Fab 2 are located at Industriepark Klotzsche, Zur Wetterwarte 50, 01109 Dresden, and Fab 3 is located at Technologiepark Chemnitz, Annaberger Straße 240, 09125 Chemnitz. These facilities house state-of-the-art cleanroom environments, lithography equipment (including extreme ultraviolet, or "EUV," lithography tools), etching and deposition equipment, testing and metrology tools, and associated process control infrastructure. During FY 2022, HSAG's fabs produced semiconductor wafers utilizing 7nm and 5nm process technologies in volume production, with 3nm process technology in early qualification stages. HSAG's manufacturing operations require substantial capital investment, highly specialized engineering talent, and deep process technology expertise.
Research and Development. HSAG is the principal R&D entity within the Halcyon group. HSAG employs a large team of semiconductor process engineers, device physicists, materials scientists, and design engineers who are responsible for developing new process technologies, improving existing process nodes, and advancing the group's technology roadmap. HSAG's R&D activities span the full spectrum of semiconductor process development, from fundamental materials research through process integration, yield optimization, and design rule development. For FY 2024 context, HSAG's total R&D expenditure was approximately €1,420,000,000, and qualified CSA R&D costs were approximately €998,200,000. FY 2022 R&D expenditure levels were proportionately consistent with the group's growth trajectory and the stage of development of the 2nm and sub-2nm process technology programs.
IP Ownership and Development. HSAG owns all core semiconductor intellectual property within the Halcyon group, including process technology patents, design libraries, proprietary EDA workflows, trade secrets, and related know-how. HSAG's IP portfolio is the result of decades of cumulative R&D investment and constitutes the primary source of competitive advantage and value creation within the group. HSAG licenses certain IP rights to HSI under the IP License Agreement and makes pre-existing intangible contributions available under the CSA.
Global Supply Chain Management. HSAG coordinates the group's global supply chain, including production scheduling, capacity allocation across its fabrication facilities, yield optimization, wafer start planning, and logistics coordination with distribution subsidiaries and third-party logistics providers worldwide.
Strategic Management. HSAG's Vorstand (Management Board) sets the group's global product roadmap, capital allocation strategy, pricing strategy, and overall corporate direction. Strategic decisions regarding process technology investment, capacity expansion, market entry, and major customer relationships are made at the HSAG level.
3.5 Assets Employed and Risks Assumed by HSAG
Tangible Assets. HSAG's tangible asset base is substantial, consisting of multi-billion euro fabrication campuses, cleanroom facilities, advanced lithography equipment (including EUV tools), etching and deposition systems, testing and metrology tools, R&D laboratories, and associated infrastructure. The capital intensity of advanced-node semiconductor fabrication is among the highest of any industry globally, with individual fabrication facilities requiring investments on the order of several billion euros.
Intangible Assets. HSAG's intangible assets constitute the core value drivers of the Halcyon group. These include:
• Process technology patents covering HSAG's proprietary semiconductor fabrication processes at each technology node (7nm, 5nm, 3nm, and under-development 2nm and sub-2nm);
• Design libraries providing standardized and customizable circuit design elements optimized for HSAG's process technologies;
• Proprietary EDA tool integrations and process design kits that enable customers to design semiconductor products using HSAG's fabrication processes;
• Trade secrets and know-how related to process recipes, yield optimization techniques, materials selection, and manufacturing parameters; and
• Brand and reputation, including HSAG's standing as a leading European advanced-node semiconductor manufacturer.
Risks Assumed by HSAG. HSAG bears the full spectrum of entrepreneurial risks associated with advanced-node semiconductor manufacturing, including:
• Technology Risk: The risk that R&D investments in new process nodes may not yield commercially viable technologies, or that competing fabrication companies may achieve technological superiority;
• Manufacturing Risk: The risk of yield variability, process excursions, equipment failures, and capacity constraints in HSAG's fabrication facilities;
• Market Risk: The risk of global demand fluctuations, end-market cyclicality, and changes in customer purchasing patterns;
• IP Protection Risk: The risk of misappropriation, infringement, or obsolescence of HSAG's intellectual property; and
• Capital Expenditure Risk: The risk that large-scale capital investments in fabrication facilities and equipment may not generate adequate returns.
3.6 Characterization of the Parties
Based on the foregoing functional analysis, the parties to the controlled transactions are characterized as follows:
HSI is the least complex entity in the controlled relationship. HSI performs routine distribution, marketing, and design-support functions in the North American market. HSI does not own core semiconductor intellectual property, does not operate fabrication facilities, and does not perform foundational R&D. HSI's functions are limited to the purchase and resale of semiconductor products, customer-facing marketing and design support, and related administrative activities. HSI is appropriately characterized as a limited-risk distributor with ancillary design-support functions. As the least complex entity, HSI is the appropriate tested party for the CPM/TNMM analysis of the tangible goods transaction.
HSAG is the complex, IP-rich principal entity within the Halcyon group. HSAG performs all high-value functions — including advanced-node semiconductor fabrication, foundational R&D, IP development and ownership, global supply chain management, and strategic direction — and bears the majority of economically significant risks. HSAG's tangible and intangible asset base is vastly more substantial than HSI's. Consistent with the arm's-length principle, HSAG is entitled to the residual return from the controlled transactions after HSI receives an arm's-length return commensurate with its limited functions, assets, and risks.
SECTION 4: DESCRIPTION OF CONTROLLED TRANSACTIONS (FY 2022)
This Section 4 describes each of the three categories of controlled transactions between HSAG and HSI during FY 2022, including the relevant intercompany agreements, commercial terms, and transaction values.
4.1 Transaction 1: Tangible Goods — Intercompany Wafer/Die Sales
During FY 2022, HSAG sold semiconductor wafers and singulated die to HSI under the Master Intercompany Supply Agreement ("MISA"), which became effective on January 1, 2019. The MISA was amended on July 1, 2022 (the "MISA Amendment") to update certain commercial terms, including pricing provisions, delivery terms, and product specifications, in connection with the introduction of new product lines and process technology nodes. The MISA and the MISA Amendment are included in the list of intercompany agreements set forth in Appendix B.
Under the MISA, HSAG manufactures semiconductor wafers at its fabrication facilities in Dresden (Fab 1 and Fab 2) and Chemnitz (Fab 3), and sells the wafers and/or singulated die to HSI for resale to unrelated customers in the North American market. The terms of sale under the MISA provide for CIF Austin (or other designated US delivery point) shipping terms, with title and risk of loss transferring to HSI upon shipment from HSAG's facilities. Invoicing is denominated in euros, with payment terms of net 60 days from the date of invoice.
During FY 2022, the product mix sold by HSAG to HSI consisted primarily of semiconductor products fabricated at the 7nm and 5nm process technology nodes, serving end-market applications in the automotive, industrial IoT, and data-center segments. Products fabricated at the 3nm process technology node were in early qualification stages during FY 2022, with limited volumes shipped for customer sampling and engineering validation purposes.
HSI's FY 2022 intercompany purchases of tangible goods from HSAG totaled approximately €742,400,000 (approximately $780,300,000 at the weighted average EUR/USD exchange rate for FY 2022 of approximately 1.0511). These figures reflect the semiconductor market conditions prevailing in 2022, including strong demand driven by the ongoing global chip shortage and elevated pricing for advanced-node semiconductor products. The FY 2022 intercompany purchase volume was proportionately smaller than the FY 2024 volume (€987,600,000 / $1,076,000,000), consistent with the group's growth trajectory over the period.
Upon receipt of wafers and die from HSAG, HSI completes packaging and assembly of certain products through outsourced arrangements with third-party OSATs, and resells the finished semiconductor products to unrelated US customers. HSI's net third-party revenues from the resale of tangible goods, together with associated costs and operating expenses, are the basis for the CPM/TNMM analysis presented in Section 5.
4.2 Transaction 2: Royalties — IP License Payments
During FY 2022, HSI paid HSAG a running royalty of 6.0% on IP-attributable revenues under the IP License Agreement, which became effective on January 1, 2019. The IP License Agreement grants HSI a non-transferable, exclusive license (within the territory of the United States and Canada) to use HSAG's proprietary semiconductor process technology, design libraries, EDA tool integrations, and related trade secrets in connection with HSI's distribution and design-support activities.
The royalty base is calculated as HSI's net US revenues multiplied by an IP-attributable share. The IP-attributable share reflects the portion of HSI's product revenues that is attributable to the use of HSAG's licensed intangible property, as distinguished from the value contributed by HSI's own distribution, marketing, and design-support functions. The IP-attributable share methodology applied during FY 2022 was consistent with the methodology applied in subsequent years (18.1% as applied in FY 2024). The IP-attributable share was determined through an analysis of the relative value contributions of HSAG's IP and HSI's distribution functions to the end-customer product pricing.
HSI's FY 2022 royalty payments to HSAG under the IP License Agreement totaled approximately €9,200,000 (approximately $9,700,000 at the payment-date weighted average EUR/USD exchange rate for FY 2022). Royalty payments were made on a quarterly basis, with each quarterly payment calculated based on the net IP-attributable revenues recognized by HSI during the applicable quarter.
The IP License Agreement is included in the list of intercompany agreements set forth in Appendix B. The economic analysis of the royalty rate is presented in Section 6.
4.3 Transaction 3: Cost-Sharing Contributions — R&D CSA
During FY 2022, HSI made cost-sharing contributions to HSAG under the Qualified Cost Sharing Arrangement ("CSA"), which became effective on July 15, 2018. The CSA governs the sharing of costs and risks associated with the development of next-generation 2nm and sub-2nm semiconductor process technology between HSAG and HSI. Under the CSA, each participant bears a share of the qualified R&D costs proportionate to its anticipated benefit share.
HSI's anticipated benefit share under the CSA is 22.5%, reflecting the relative present value of anticipated future benefits from the exploitation of the resulting intangibles in North America (HSI's territory) compared to the rest of the world (HSAG's territory). The anticipated benefit share was determined at the inception of the CSA using the income method, as described in Section 7.3 below.
In connection with the inception of the CSA on July 15, 2018, HSI made a Platform Contribution Transaction ("PCT") buy-in payment of $312,500,000 to HSAG. The PCT payment compensated HSAG for the value of its pre-existing intangible contributions (specifically, its existing process technology platform, which formed the foundation for the 2nm and sub-2nm R&D program) made available under the CSA. The PCT valuation was performed by Stonebridge Valuation Partners LLC (Marcus Reinhardt, Managing Director; office: 200 Park Avenue, Suite 1510, New York, New York 10166) using the income method with a discount rate of 11.8% and a 15-year projection period. The PCT valuation is documented in a separate valuation report prepared by Stonebridge Valuation Partners LLC.
For FY 2022, total qualified R&D costs under the CSA were approximately €694,000,000. HSI's 22.5% anticipated benefit share of these costs resulted in a cost-sharing contribution of approximately €156,150,000 (approximately $164,200,000 at the weighted average EUR/USD exchange rate for FY 2022). Cost-sharing contributions were denominated in euros and paid to HSAG on a quarterly basis, with a year-end true-up based on final audited qualified R&D cost figures.
The CSA is governed by the provisions of Treasury Regulations § 1.482-7. A separate CSA Documentation Addendum provides a detailed analysis of the CSA, including the PCT valuation, the anticipated benefit share methodology, and the periodic adjustment evaluation. The economic analysis of the CSA is summarized in Section 7 of this Local File.
4.4 Summary Table of Intercompany Transactions (FY 2022)