Texas Instruments Denmark A/S Lyngby Hovedgade 4, 2800 Kongens Lyngby CVR No. 20 53 16 73 Annual report for the year ended 31 December 2013 Approved at the annual general meeting of shareholders on 26 June 2014 As chairman: ................................................... Wolfram Tietscher Contents Management's review Company details Management's review Statement by management on the annual report Independent auditor's reports Financial statements Income statement Balance sheet Statement of changes in equity Notes Accounting policies Subsequent events Staff costs Financial income Tax for the year Property, plant and equipment Receivables Share capital Contingent liabilities and other financial obligations Related parties 60548289 / SB 1 1 1 2 3 4 5 6 7 8 9 9 9 9 10 10 10 10 Management's review Company details Address, Postal code, City Lyngby Hovedgade 4, 2800 Kongens Lyngby CVR No. 20 53 16 73 Home Page www.ti.dk Tel. Telefax +45 96 34 68 68 +45 96 34 68 69 Supervisory board Wolfram Tietscher, chairman Andreas Schwaiger Klaus Weisel Executive board Andreas Schwaiger Auditors Ernst & Young, Godkendt Revisionspartnerselskab Gyngemose Parkvej 50, 2860 Søborg, Denmark Tel. +45 70 10 80 50 Telefax +45 35 87 22 00 Bankers Citibank Management's review The company's business review Business activities and mission The company’s activities include research and consultancy services related to the development of low-power radio systems and digital amplifiers. Moreover, the company provides services in connection with the sale of graphic pocket calculators and other group products. Financial review The company's income statement for the year ended 31 December 2013 shows a loss of DKK 12,703,919, and the balance sheet at 31 December 2013 shows equity of DKK 559,189,887. Expenses incurred in connection with research and development activities are charged to the income statement on a current basis. Post balance sheet events The Group has reached a settlement with the tax authorities in US regarding transfer pricing for R&D services for the years 2010 - 2013. The adjustment for the years amounts to DKK 6.5 million. The adjustment is treated as a non-adjusted subsequent event. The effect of the adjustments depends whether the Danish authorities will agree with the change in transfer pricing. No further events have occurred after the financial year-end which could significantly affect the company’s financial position. 1 Statement by management on the annual report Today, management has discussed and approved the annual report of Texas Instruments Denmark A/S for the financial year 1 January - 31 December 2013. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the company's financial position at 31 December 2013 and of the results of the company's operations for the financial year 1 January - 31 December 2013. In our opinion, the management's review includes a fair review of the matters dealt with in the management's review. We recommend the adoption of the annual report at the annual general meeting. Lyngby, 26 June 2014 Executive board: Andreas Schwaiger Supervisory board: Wolfram Tietscher chairman Andreas Schwaiger Klaus Weisel 2 Independent auditor's reports To the shareholders of Texas Instruments Denmark A/S Report on financial statements We have audited the financial statements of Texas Instruments Denmark A/S for the financial year 1 January - 31 December 2013, which comprise an income statement, balance sheet, statement of changes in equity and notes, including a summary of significant accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. Management's responsibility for the financial statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act. Further, management is responsible for such internal control as it determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with international standards on auditing and additional requirements according to Danish audit regulations. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including an assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view. The purpose is to design audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used, the reasonableness of accounting estimates made by management as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the financial statements give a true and fair view of the company's financial position at 31 December 2013 and of the results of its operations for the financial year 1 January - 31 December 2013 in accordance with the Danish Financial Statements Act. Statement on the management's review In accordance with the Danish Financial Statements Act, we have read the management's review. We have not performed any further procedures in addition to the audit of the financial statements. On this basis, it is our opinion that the information provided in the management's review is consistent with the financial statements. Copenhagen, 26 June 2014 Ernst & Young Godkendt Revisionspartnerselskab Lissen Fagerlin Hammer state authorised public accountant 3 Income statement for the year ended 31 December 2013 DKK Notes 2012 DKK Revenue Raw materials and consumables Other external expenses 36.871.269 821.441 7.119.424 34.604.211 1.329.529 7.460.312 3 Gross margin Staff costs Depreciation of property, plant and equipment 28.930.404 24.943.812 16.446 25.814.370 22.828.392 49.879 4 Operating profit/loss Financial income Financial expenses 3.970.146 3.568.226 24.746.766 2.936.099 5.031.173 5.909.878 Pre-tax profit/loss Tax for the year -17.208.394 -4.504.475 2.057.394 388.075 Profit/loss for the year -12.703.919 1.669.319 Recommended appropriation of the profit/loss for the year Retained earnings/accumulated loss -12.703.919 1.669.319 -12.703.919 1.669.319 5 4 Balance sheet at 31 December 2013 DKK Notes 6 7 8 2012 DKK Assets Fixed assets Leasehold improvements Plant and machinery Other fixtures and fittings, tools and equipment 0 22.390 0 0 32.646 6.190 Property, plant and equipment 22.390 38.836 Other receivables 496.043 484.664 Investments 496.043 484.664 Total fixed assets 518.433 523.500 Current assets Receivables from group entities Income taxes receivable Other receivables 567.452.539 0 3.500 583.398.911 1.117.468 43.689 Receivables 567.456.039 584.560.068 Total current assets 567.456.039 584.560.068 Total assets 567.974.472 585.083.568 Equity and liabilities Equity Share capital Retained earnings/Accumulated loss 1.700.000 557.489.887 1.700.000 570.193.806 Total equity 559.189.887 571.893.806 Provisions Provisions for deferred tax 1.812.000 8.173.000 Total provisions 1.812.000 8.173.000 Liabilities Trade payables Income taxes payable Other payables 279.506 993.829 5.699.250 361.429 0 4.655.333 Short-term liabilities 6.972.585 5.016.762 Total liabilities 6.972.585 5.016.762 567.974.472 585.083.568 Total equity and liabilities 5 Statement of changes in equity (DKK) Share capital Retained earnings/accumulated loss Total Equity at 1/1 2013 Profit/loss for the year, cf. appropriation of profit/loss 1.700.000 570.193.806 -12.703.919 571.893.806 -12.703.919 Equity at 31/12 2013 1.700.000 557.489.887 559.189.887 6 Notes 1. Accounting policies The annual report of Texas Instruments Denmark A/S has been presented in accordance with the provisions of the Danish Financial Statements Act as regards reporting class B enterprises. The accounting policies applied by the company are consistent with those of last year. Reporting currency The financial statements are presented in Danish kroner. Currency translation Transactions denominated in foreign currencies are translated into Danish kroner at the exchange rate at the date of the transaction. Receivables, payables and other monetary items denominated in foreign currencies are translated into Danish kroner at the exchange rate at the balance sheet date. Realised and unrealised exchange gains and losses are recognised in the income statement as financial income/expenses. Income statement Revenue Income from the commission from sale of goods is recognised in revenue at the time of delivery and when the risk passes to the buyer, provided that the income can be made up reliably and is expected to be received. Income from the rendering of services is recognised as revenue as the services are rendered, implying that revenue corresponds to the market value of the services rendered in the year (production method). Revenue is measured net of all types of discounts/rebates granted. Also, revenue is measured net of VAT and other indirect taxes charged on behalf of third parties. Other external expenses Other external expenses include the year's expenses relating to the entity's core activities, including expenses relating to distribution, sale, advertising, administration, premises, bad debts, payments under operating leases, etc. Depreciation of property, plant and equipment The item comprises depreciation of property, plant and equipment. Property, plant and equipment are depreciated on a straight-line basis over the expected useful life of each individual asset. The depreciation basis is the cost. The expected useful lives of the assets are as follows: Useful life (year) Leasehold improvements Plant and machinery Other fixtures and fittings, tools and equipment 4-5 years 4-5 years 3-5 years Financial income and expenses Financial income and expenses are recognised in the income statement at the amounts that relate to the financial reporting period. The items comprise interest income and expenses, e.g. from group entities and associates, dividends declared from other securities and investments, financial expenses relating to finance leases, realised and unrealised capital gains and losses relating to other securities and investments, exchange gains and losses and amortisation of financial assets and liabilities. 7 Notes 1. Accounting policies - continued Tax Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity. Balance sheet Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. Impairment of fixed assets Every year, intangible assets and property, plant and equipment as well as investments in subsidiaries and associates are reviewed for impairment. Where there is indication of impairment, an impairment test is made for each individual asset or group of assets, respectively, generating independent cash flows. The assets are written down to the higher of the value in use and the net selling price of the asset or group of assets (recoverable amount) if it is lower than the carrying amount. Where an impairment loss is recognised on a group of assets, a loss must first be allocated to goodwill and then to the other assets on a pro rata basis. Receivables Receivables are measured at amortised cost, which usually corresponds to the nominal value. Provisions are made for bad debts on the basis of objective evidence that a receivable or a group of receivables are impaired. Provisions are made to the lower of the net realisable value and the carrying amount. Equity Proposed dividend Dividends proposed for the financial year are presented as a separate item under ‘Equity'. Income tax Current tax payables and receivables are recognised in the balance sheet as the estimated tax charge in respect of the taxable income for the year, adjusted for tax on prior years' taxable income and tax paid on account. Provisions for deferred tax are calculated, based on the liability method, of all temporary differences between carrying amounts and tax values, with the exception of temporary differences occurring at the time of acquisition of assets and liabilities neither affecting the results of operations nor the taxable income, as well as temporary differences on non-amortisable goodwill. Deferred tax is measured according to the taxation rules and taxation rates in the respective countries applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the value at which they are expected to be utilised, either through elimination against tax on future earnings or through a set-off against deferred tax liabilities within the same jurisdiction. Liabilities Financial liabilities are recognised on the raising of the loan at the proceeds received net of transaction costs incurred. Interest-bearing debt is subsequently measured at amortised cost, using the effective interest rate method. Borrowing costs, including capital losses, are recognised as financing costs in the income statement over the term of the loan. Other liabilities are measured at net realisable value. 2. Subsequent events The Group has reached a settlement with the tax authorities in US regarding transfer pricing for R&D services for the years 2010 - 2013. The adjustment for the years amounts to DKK 6.5 million. The adjustment is treated as a non-adjusted subsequent event. The effect of the adjustments depends whether the Danish authorities will agree with the change in transfer pricing. 8 Notes 2013 DKK 3. Staff costs Analysis of staff costs: Wages/salaries Pensions Other social security costs Other staff costs 4. Financial income Interest receivable, group entities Other financial income 5. Tax for the year Estimated tax charge for the year Deferred tax adjustments in the year Tax adjustments, prior years 6. 2012 DKK 23.296.859 1.297.998 174.188 174.767 21.140.421 1.278.853 220.437 188.681 24.943.812 22.828.392 2.769.369 798.857 4.361.120 670.053 3.568.226 5.031.173 1.856.525 -6.361.000 0 2.215.400 -1.821.000 -6.325 -4.504.475 388.075 Property, plant and equipment (DKK) Cost Balance at 1/1 2013 Cost at 31/12 2013 Depreciation and impairment losses Balance at 1/1 2013 Depreciation in the year Depreciation and impairment losses at 31/12 2013 Carrying amount at 31/12 2013 Leasehold improvements Plant and machinery Other fixtures and fittings, tools and equipment Total 257.002 257.002 2.604.991 2.604.991 86.744 86.744 2.948.737 2.948.737 257.002 0 2.572.345 10.256 80.554 6.190 2.909.901 16.446 257.002 2.582.601 86.744 2.926.347 0 22.390 0 22.390 9 Notes 7. Receivables Receivables from group entities include group cash pool. 8. Share capital The company's share capital has remained DKK 1,700,000 over the past 5 years. 9. Contingent liabilities and other financial obligations Other financial obligations Rent commitment concerning a contract which is non-terminable until 1 January 2016 totals DKK 2,966,000 (2012: DKK 4,449,000). Commitments under operating and finance leases concerning cars and IT equipment up to one year totals DKK 145,000 (2012: DKK 333,000). 10. Related parties Information about consolidated financial statements: Parent Domicile Texas Instruments Incorporated USA Requisitioning of the parent's consolidated financial statements The consolidated financial statements can be obtained from the company on request, or on the homepage for Texas Instruments. Information about shareholders holding 5% or more of the share capital or the voting rights Name Domicile Texas Instruments France 821, Avenue Jack Kilby BP5, F-06271 Villeneuve Loubet Cedex, Frankrig 10