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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 20-F







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended: 28 December 2012

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

For the transition period from  to

Commission file number 000-53684





CSR plc

(Exact name of Registrant as specified in its charter)





ENGLAND

(Jurisdiction of
incorporation or organization)

Churchill House, Cambridge Business Park, Cowley Road, Cambridge, CB4 0WZ, England, Tel: +44 (0)
1223 692 000

(Address of principal executive offices)

Adam R. Dolinko, General Counsel  Tel: +44 (0) 1223 692 000, Fax: +44 (0) 1223 692 001

Churchill House, Cambridge Business Park, Cowley Road, Cambridge CB4 0WZ, England

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:



|                                            |  |                                          
|------------------------------------------- |  | -----------------------------------------
|Title of Each Class                         |  | Name of Each Exchange on which Registered
|Ordinary shares, par value £0.001 per share |  | NASDAQ Global Select Market*             



|* | Listed, not for trading, but only in connection with the registration of the American Depositary Shares, each representing four (4) ordinary shares.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------





Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which
there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuers
classes of capital or common stock as of the close of the period covered by the annual report.



|                                  |  |            
|--------------------------------- |  | -----------
|Ordinary Shares, par value £0.001 |  | 181,896,339

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  x    No   ̈

If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ̈    No  x

Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                         
|-------------------------- |  | -------------------- |  | ------------------------
|Large accelerated filer  x |  | Accelerated filer   ̈ |  | Non-accelerated filer   ̈

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing:



|             |  |                                                                                                          |  |          
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | ---------
|U.S.
GAAP   ̈ |  | International Financial Reporting Standards as issued by the International Accounting Standards Board  x |  | Other  
 ̈

If Other has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.    Item
17   ̈    Item 18   ̈

If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  
 ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)

Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes   ̈    No   ̈









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LOGO

CSR plc

Annual Report and

Financial Statements

2012

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We are a leading provider of multifunction semiconductor platforms for the auto, camera, low
energy connectivity, document imaging and wireless voice & music markets.      This is the Annual Report of CSR plc for the 52 week period ended 28 December 2012. This
Annual Report has been drawn up and presented in accordance with and in reliance upon applicable English company law and the liabilities of the directors in connection with this report shall be subject to the limitations and restrictions provided by
such law. This Annual Report is being filed with the US Securities and Exchange Commission on, and in accordance with the requirements of, Form 20F. In
this Annual Report, references to CSR, the Group, the Company, we and our are to CSR plc and its subsidiaries (including SiRF Technology Holdings, Inc., now known as CSR Technology Holdings
Inc., which became a subsidiary of CSR in June 2009 and Zoran Corporation which became a subsidiary in August 2011) and lines of business, or any of them as the context may require. References to the years 2012, 2011 and 2010 are to the financial periods ended 28 December 2012 (for 2012), 30 December 2011 (for 2011) and 31 December 2010 (for 2010). Unless otherwise stated, all non-financial
statistics are at 28 December 2012. This Annual Report contains forward looking statements with respect to the Groups financial condition,
operating results and business strategy, plans and objectives. Please see the discussion of our principal risks and uncertainties in the sections entitled Risk, Risk Factors, Risks related to owning CSR ordinary shares
and ADSs and the section entitled Cautionary Note Regarding Forward Looking Statements. The Annual Report includes measures which are
not defined by generally accepted accounting principles or GAAP, such as International Financial Reporting Standards, or IFRS. These non-GAAP measures are included in this Annual Report because the directors believe they are useful to investors. Our
management uses these non-GAAP measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. These non-GAAP measures include underlying research and development
expenses, underlying sales, general and administrative expenses, underlying gross profit, underlying cost of sales, underlying operating profit, underlying net profit,
underlying tax, underlying diluted earnings per share, free cash flow and underlying gross margin. For a detailed discussion of the reasons behind this presentation and full reconciliations of each
measure of the most directly comparable IFRS measure, refer to the discussion on pages 21 to 25. This Annual Report contains references to CSRs
website. These references are for convenience only  we are not incorporating by reference any information posted on www.csr.com.


Directors Report CSR at a glance01

Financial and operational highlights02

Our company structure04

Where we operateDirectors Report CSR in review06

Chairmans statement09

Chief Executives review12

Our areas of focus14

Business and financial reviewDirectors Report Corporate governance45

Risk factors51

Board of Directors53

Corporate governance66

Remuneration report76

Other statutory informationFinancial statements81

Report of Independent RegisteredPublic Accounting Firm83

Consolidated income statement84

Consolidated statementof comprehensive income85

Consolidated balance sheet86

Consolidated statement ofchanges in equity88

Consolidated cash flow statement89

Notes to the consolidated financialstatementsDirectors Report Other information131

Five year summary132

Corporate and share information148

CSRs worldwide offices149

Form 20F cross reference guide152

Cautionary note regarding forwardlooking statements153

Additional information    LOGO Throughout this report you will see these icons that will lead to richer information either within this report or on our
website www.csr.com  LOGO This report can also be found on our website www.csr.com/annualreport2012






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Our financial and operational highlights   Operational In 2012, our platform-related business comprised approximately 60% of our reported revenues, compared to 49% in 2011   We saw strong revenue growth in our Voice & Music business, supported by growth in our stereo audio products and licencees for our aptX® technology. This reflects consumer driven demand for high quality audio in such products as headphones and wireless speaker
systems   In Auto, we have a strong pipeline of design wins for our new generation of products and expect autograde to be a strong contributor to growth in
2013
 Financial Revenues in 2012 reached a record $1,025.4 million, reflecting the inclusion of Zoran revenues for the full year, as well as growth in demand in
Auto and in Voice & Music   Underlying gross margins increased, reflecting the shift in demand from customers for our platform solutions which have higher margins   Underlying EPS increased due to stronger overall operational performance due to increased underlying gross margins and control of costs
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Our company structure    Reflecting our new structure following the disposal of the handset connectivity and handset location business to Samsung, we have two business groups Core, and Legacy products. Core comprises Auto, Consumer and Voice & Music. The Legacy products business consists of
those business lines which formed part of Zoran Corporation in which we discontinued investment, in addition to the revenue streams in handset connectivity and handset location which were not transferred as part of the transaction with Samsung.     LOGO


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LOGO  Chairmans
statement   LOGO    Our objective remains to grow and develop CSRs business by focusing on a
series of key platforms in the areas of Auto Infotainment, Imaging, Voice & Music, Bluetooth Smart and Indoors Location, which are in markets which we believe will enable us to generate sustainable revenue growth with good improving margins over
the medium and longer term.    Total dividend per ordinary share$0.1182011: $0.103


Overall, 2012 was a good
year for CSR. We took a decisive strategic step with the disposal of our handset connectivity and handset location operations to Samsung. This drove considerable shareholder value and accelerated the transformation from our previous emphasis on
handsets, to a focus on five end markets in our Core division - Automotive Infotainment, Imaging, Voice & Music and the two nascent markets of Bluetooth Smart and Indoors Location. We are well positioned in our chosen end markets with our
leading platforms and we believe they offer the opportunity for growth with improving margins. We also delivered strong revenues, a marked increase in our
profitability and strong cash generation. CSRs revenues in 2012 were a record $1.025 billion, ($845 million in 2011), with approximately two thirds of these revenues coming from our Core business and a significant proportion of that from our
higher margin platform business. Our operating profit for 2012 was $107.9 million, compared with a loss of $48.4 million in 2011 and our underlying operating profit increased by 50% from $49.2 million to $74.0 million. The continued shift in our
portfolio to higher margin platform business, contributed to improvement in our underlying gross margin from 49.8% in 2011 to 50.8% in 2012. In November 2012, we
completed the return of $285 million to shareholders reflecting net proceeds paid by Samsung, together with $40.5 million allocated to the buyback announced in February 2012 that had not been used. Despite this and the separate return of $9.4
million through a share buyback which concluded in March 2012, we ended the year with cash, cash equivalents and treasury deposits of $333.3 million, a $55.5 million increase on the year before. Samsung The agreement with Samsung was the
most significant event of 2012 for CSR. Announced on 17 July 2012 and completed on 4 October 2012, the key elements were the transfer to Samsung of CSRs handset connectivity and handset location development operations, certain rights over our
technologies in handset connectivity and handset location, together with 311 people, for a headline consideration of $310 million. In addition, Samsung also invested $34.4 million in CSR for 9,925,000 shares, which currently represents a 5.98% share
of CSR.






CSR plc Annual Report and
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We recognised that it was increasingly difficult for CSR to protect its gross margin and market share position in the
handset marketplace. The transaction with Samsung enabled us to realise substantial value for shareholders from our past investment in our handset connectivity and handset location development operations, particularly from the CSR9800 Wi-Fi/ Bluetooth combination chip. Strategic Focus Our objective remains to grow and develop CSRs business by focusing on a series of key platforms in the areas of Auto Infotainment, Imaging, Voice & Music,
Bluetooth Smart and Indoors Location, which are in markets which we believe will enable us to generate sustainable revenue growth with good improving margins over the medium and longer term. By divesting our handset connectivity and handset location business to Samsung, we have accelerated our focus to develop platforms in these five areas. We expect
platforms to become an increasingly larger proportion of revenues as the balance of our revenue base shifts towards Core and away from declining Legacy (which comprises discontinued product lines from Zoran, and our handset connectivity and handset
location business) revenues. Current Operations It is important to note that whilst CSR will discontinue developing products targeted specifically for the handset connectivity and handset location market, we will
continue to invest in our leading edge indoor location platform, which has applications both inside and outside of smartphones. In addition, we did not transfer any
revenues to Samsung. The handset revenues are now added to our Legacy products division and we expect this divisions revenues to decline sharply over the next two years. Overall, we expect that our Core division will grow its revenues in line with an externally forecast market growth of 10% CAGR over the period 2012-2017. At the same
time, CSR will have a reduced cost base due to the transfer of assets and people to Samsung. In 2013, underlying operating costs are expected to be between $390 million and $410 million, compared with $446 million in 2012. The combination of a lower
cost base, together with higher gross margins, should accelerate


CSRs move towards its medium-term objective of underlying operating profit margins of around 15%. Tender Offer When we announced the terms of the agreement with Samsung, we informed shareholders of our intention to return the net
proceeds in the form of a tender offer. On 30 November 2012, the Company successfully completed the tender offer, returning $285 million through the repurchase of approximately 49 million ordinary shares at 360 pence per share. CSR now has around 166 million shares in issue, a reduction of approximately 23% in share count from immediately prior to the tender offer. Trading performance The year can generally be
characterised by Voice & Music and Auto performing well, with some weakness from the Cameras business line, due to the shift from point-and-shoot products to smartphones, which negatively impacted Consumer revenues. Legacy product revenues are
expected to halve in 2013 compared to 2012 and be negligible in 2014, due to CSR discontinuing investment in new products in this area and as new products are introduced to the market by other suppliers which will replace our present portfolio. Looking forward to 2013, we continue to see challenging macro-economic conditions which will inevitably shape the end markets into which we provide our products. Your Board is mindful of the challenges that lie ahead, as the Group continues in its strategy of developing innovative products which enable us to provide differentiated
solutions for our customers. We continue to evaluate the potential risks that could impact the Group and report on these matters more extensively on pages 38 to 40 and pages 45 to 50. Product development and acquisitions CSR continues
to invest in technology, particularly where it supports its platform strategy and we are in the process of developing multiple new products, which we believe will help improve gross margins and support our market share. In addition to our investment in R&D, which was $290.4 million during 2012, we expect to acquire technology where opportunities arise that complement


our strategy and which are adjacent to our current capabilities. In his report, our Chief Executive Officer Joep van Beurden gives examples of areas where such investments have worked well for us
in recent years. We fully recognise the importance to our business of attracting and retaining the people across all disciplines that are such a key part of the
future success of CSR. Through actions we have taken such as the recruitment of a team of engineers based in Bristol, we have made initial progress in securing some of the resources and expertise which supports the evolution of our business in
delivering our strategic objectives. There remains further work to do and this will continue to be a matter of priority going forward. The general priorities of the Board are covered in more detail on pages 15 to 17. Dividend CSRs revenues and underlying
operating profits for 2012 have been ahead of internal plan and it has ended the year with a strong balance sheet with $333.3 million in cash, cash equivalents and treasury deposits, following the completion of the tender offer in November 2012. It is the Boards intention to follow a progressive dividend policy that reflects the underlying growth prospects of the Company. Given our strong financial
position, our confidence in our future prospects and our commitment to shareholder returns, the Board is recommending a final dividend of $0.08, per ordinary share. ($0,071 per ordinary share in 2011). Together with the interim dividend of $0,038
per ordinary share this amounts to $0.118 per ordinary share in respect of the 2012 financial year. This represents a full year dividend increase of 15% over the prior year. Subject to shareholder approval at the Annual General Meeting to be held on 22 May 2013, the dividend will be paid on 31 May 2013 to shareholders of record on 10 May
2013. The dividend will be paid in sterling. During 2012, the Company returned $21.3 million in dividend payments.   LOGO


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CSR continues to generate cash from its operations and reported a balance of cash, cash equivalents and treasury deposits
as at 28 December 2012 of $333.3 million compared with $277.8 million as at 30 December 2011. The Board is committed to maximizing shareholder value and regularly reviews the efficiency of its balance sheet and the expected ongoing cash requirements
of the business. In light of this, the Board has concluded a share buyback of $50 million is appropriate, which it intends to commence as soon as practicable. Changes to the Board On 30 June 2012, Kanwar Chadha stepped down as Executive Director and Chief Marketing Officer, in order to
enable him to explore new opportunities in the emerging mobile broadband market. On behalf of the Board, I would like to thank Kanwar for his contribution, firstly to SiRF as a co-founder and more recently to CSR. Since joining our Board on our
acquisition of SiRF in 2009, Kanwar has contributed greatly to our strengths in location technology and the significant broadening of CSRs markets and capabilities. We wish Kanwar every success with his new ventures. On 20 February 2013 we announced that Sergio Giacoletto Roggio, a non-executive director will be standing down from the Board following our Annual General Meeting in
May. Sergio has been on the Board since January 2007 and since September 2007 has also been chair of our Remuneration Committee. The period since he joined has seen significant change for CSR, and Sergios experience and abilities have provided
insight and guidance which has been of enormous value to our Board and the Committees on which he has served. In his role as Chair of the Remuneration Committee, he has lead the restructuring of policy needed to reflect the changes in our business
and strategy with diligence and balance. I would like to thank him on both a personal level and on behalf of the Board for his support, enthusiasm and commitment and wish him well for the future. Chris Stone was appointed to the Board as a non-executive director effective on 16 July 2012. Chris served as Chief Executive Officer of Northgate Information
Solutions pic (now Northgate Information Solutions Holdings Limited), from October 1999 until December 2011. He has extensive experience as a Chief Executive in


growing a business with world leading positions in dynamic technology sectors and I am delighted to welcome Chris to CSR. Delivering our solutions During 2012, we
achieved another milestone, when CSR shipped its 3 billionth chip since we were established in 1999. Shipping so large a number of chips to our customers is a testament not just to our own people, but also to all those who are and have been
associated with our company. We would not have been able to achieve this success without the support of our supply chain partners. I particularly want to express
our thanks to TSMC who have worked with CSR since manufacturing our first products through to the present day, and to ASE who again have provided CSR with testing, packaging and logistics from our first chips through to our 3 billionth. Such partnerships that deliver day-in-day-out to meet our customers needs are a crucial part of our success, as is their continued engagement in supporting our
drive for developing new technologies, for example in the transition to smaller chip sizes, that are needed to maintain our competitive edge in this dynamic business. Our people As always, CSRs success is
dependent on all the people who work for us. 2012 has been a very active year for CSR with a great deal of change. The Board and I would like thank all the people from CSR who have shown immense professionalism and commitment over the period. We
also recognise and thank the people who have transferred to Samsung for their contribution to CSR over the years. We wish them well in their new roles. Looking ahead The year 2012 has been one of positive transformation. The combination of our people, the depth of our portfolio and
the ongoing execution of our platform strategy, gives us growing confidence for the future.  Ron Mackintosh, Chairman 20 February 2013










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LOGO  Chief
Executives review   LOGO    CSR has transformed itself from a provider of Bluetooth components in handsets
into a broadly diversified platform provider, addressing attractive growth markets.    Total revenue



Total spend on R&D$1,025m



$290.4m2011: $845m



2011: $241.8m


The year 2012 has seen CSR accelerate its transformation from being a handset Bluetooth-centric
company, to becoming a global leader in creating multifunction platforms for a series of markets such as Automotive, Imaging and Voice & Music, with exciting platform opportunities in Bluetooth Smart and Indoors Location. This shift in business emphasis has been in line with our long-standing strategy of focusing on end markets with growth potential where we have leading positions with
integrated and differentiated technology platforms. We believe that this will enable us to achieve sustainable growth with higher margins and returns. Platforms are more complex and sophisticated than individual components, and generally contain
broad functionality to directly enhance our customers end products. As a result of this strategic drive, CSR derived the majority of its 2012 revenue from
its higher margin platform business, contributing 60% of revenues in 2012 (compared with 49% in 2011). This trend is expected to continue as we focus on the development of ever increasing integrated solutions with multiple features, which our
customers can use to support and improve their products for end users. Samsung Agreement CSRs transaction with Samsung represented a large part of our strategic transformation and realised a significant return for CSRs investment in handset
connectivity and handset location, delivering substantial shareholder value. On completion of the transaction on 4 October 2012, CSR transferred to Samsung the
resources devoted to the development of the Companys handset connectivity technology, as well as a significant proportion of the resources dedicated to the development of handset location technology. In addition, it granted to Samsung a
world-wide perpetual, royalty-free, non-exclusive licence of CSRs intellectual property rights in its handset connectivity and handset location technology, for use in the markets for mobile devices. CSR also transferred to Samsung 21 US
patents (together with their international counterparts), which Samsung has licensed back to us in perpetuity on a royalty free basis. We and Samsung have agreed certain conditions, as part of which we have agreed not to


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compete with Samsung in handset connectivity and in the specific field of location (but not Indoors Location) for which
Samsung have acquired intellectual property rights. The headline price paid by Samsung was $310 million, subject to adjustment, of which $31 million was paid into escrow to meet any potential future claims by Samsung. Samsung also invested $34.4 million in us, signaling their confidence in us going forward and demonstrating their intent to work with us on a smooth transfer and
transition of technology and people. As we explained at the time when we sought shareholder approval for the transaction, there is ongoing engagement between CSR and Samsung to support the separation of the Handset operations and its integration
into Samsung under a transitional service agreement. Part of this engagement includes working with Samsung to finalise the development of the CSR9800
Wi-Fi/Bluetooth combination chip, which CSR expects to utilise for its Automotive Infotainment applications and Samsung will use in its handset business. There are pre-determined milestones for this project which are linked to a clawback of up to
$10 million by Samsung from CSR under certain circumstances and a payment of $10 million by Samsung to CSR linked to the shipping of commercial quantities of CSR9800 on or before 1 June 2014. Company Structure Prior to completion of the
Samsung transaction, we reported based on four business groups: Auto, Home, Mobile and Legacy Products. Auto comprised the Automotive Infotainment and PND business lines. The largest business line in Home was Voice & Music (comprising
Bluetooth enabled mono and stereo audio). Home also included Gaming (gaming controller hardware) and Document Imaging (printers, hardware and software). Mobile comprised handset connectivity and location, and cameras. Legacy Products comprised the
Zoran home entertainment product lines. Following completion of the Samsung transaction, we have two business groups reflecting our new structure; Core, and
Legacy products. Core comprises Auto, Consumer (which includes our nascent markets of Bluetooth Smart and Indoors Location) and Voice & Music; the enlarged Legacy Products business consists of the digital television system-on-a-chip


and silicon tuners business lines acquired with Zoran where we have discontinued investment, in addition to handset connectivity and handset location business lines which comprise the revenue
streams retained by the Group as part of the terms of the Samsung agreement. Product development The transaction with Samsung has enabled CSR to increase its focus on its R&D investment in five areas in support of delivering our strategy of offering platforms
from a position of market leadership. These areas are: Automotive Infotainment; Imaging; Voice & Music; Bluetooth Smart and Indoors Location. We expect that these areas represent markets with important growth opportunities. In order to be at the forefront of our chosen markets, we have invested $290.4 million on research and development during 2012, an increase of $48.6 million on 2011,
bringing 18 new products to the market during the year. We have seen further enhancements to the processes we deploy and which underpin the evaluation of new ideas from their beginning through their development to market launch. We consider this to
be an area of continuous improvement and evolution in support of delivering our goals and in enabling us to sustain leading positions in dynamic and competitive markets. Looking at our product areas in more detail, I am delighted that we continued our market leadership in the area of Bluetooth stereo audio. This market is growing
rapidly, as more and more people carry their music in digital form on their smartphone, or other mobile digital music players and stream their music to stereo headsets, sound bars or speakerdocks. An increasing proportion of these devices can
connect wirelessly through Bluetooth. We had around 950 SIG (Bluetooth special interest group) stereo end product listings in the year. An important contributor
to our success in this area is our market-leading aptX audio codec technology, which we acquired in 2010. It now has 120 licencees, a strong increase from 52 at the same time last year. aptX is a good example of an incremental acquisition which
supports specific features and capabilities that complement our prevailing platform technologies, enabling us to further extend our competitive advantage.


In our Auto business area, we began shipping our next-generation SiRFprimaII 40nm automotive infotainment and navigation
platform in 2012 and we have a growing pipeline of Tier One automotive in-dash design wins for this platform product. At the same time, our autograde Wi-Fi solutions have started ramping into volume production with a number of customers. While our Consumer business area is under pressure from the increasing adoption of improved quality cameras in smartphones, we are seeking to take our established
technology into new end market areas, such as surveillance, webcams, and automotive drive recorders. In our more nascent markets, we have increased our range of
Bluetooth Smart (low energy) single-mode platform products, and have extended the range of in-field testing for our indoors location products, which are based on our SiRF® Fusion technology. Business group performance Moving onto financial performance, in the first six months of the year we saw an increase in revenues of 38% compared with the same period in 2011, with Zoran revenues
included from September 2011 only. We saw growth within a buoyant Voice & Music market, continued strong performance by the Automotive Infotainment business, while Handset-derived revenues continued to decline. In the second half of the year, we achieved a revenue increase of 9% compared to the same period in 2011, which again reflected the inclusion of Zoran revenues from
September 2011. Voice & Music continued to be strong, as was our Automotive Infotainment business. We saw weakness in Consumer, primarily due to a decline in Camera revenues, while Legacy revenues fell in line with our expectations. Total revenue for the year was a record $1,025 million, up by 21% on 2011, but a decline of 1% when compared to CSR on a standalone pre-Zoran acquisition basis.  LOGO









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CSR management believes that underlying measures are meaningful for assessing the performance of the Company. Underlying
operating profit increased to $74.0 million in 2012 from $49.2 million in 2011, reflecting increased gross margins and our focus on reducing our cost base. Reflecting the increasing proportion of our revenues derived from platforms, underlying gross
margins increased to 50.8% in 2012 from 49.8% in 2011. The operating profit for the year was $107.9 million, against a loss of $48.4 million in the previous year. The years profit reflects exceptional charges for restructuring and profit from
the Samsung transaction as well as the benefits of our focus on reducing costs in the business. Diluted underlying earnings per share increased to $0.27 from $0.20
in 2011 and the Board has proposed a final dividend of $0.08 resulting in a proposed 2012 dividend payout of $0.118, an increase of 15% on 2011. We ended the year with $333.3 million in cash, cash equivalents and treasury deposits, after we returned
$285 million to shareholders via the tender offer post the Samsung transaction. It is our intention to return a further $50 million to shareholders via a buyback and we will ask for shareholder authorisation for a general authority to do so as soon
as practicable. In the first half of 2012, CSRs underlying annual cost run rate was $454 million, as we finalised a series of cost cutting initiatives,
including delivery of the previously announced annualised cost savings of $130 million, which were achieved by the middle of the year. As we no longer develop handset connectivity and handset location products, we currently expect underlying
operating expenses to reduce further in 2013 compared to 2012, and underlying operating expenses to be between $390 million and $410 million. Market outlook Our products are used in a wide
variety of consumer devices and, as a result, we are heavily exposed to consumer sentiment. The macro-economic environment has a significant impact on consumer sentiment and 2012 was a year where we saw caution as a result of continuing economic
uncertainty. We expect in 2013 many of the worlds established economies will still be grappling with a range of challenges contributing to entrenched austerity


measures which directly affect the prospects for recovery and a return to growth. Overall, the indications for 2013 trend towards the global economic outlook remaining uncertain, reflecting
slower growth in the developing economies, notably China, which through the past few years has countered lower consumer spending elsewhere, coupled with the prospect of modest growth in the economies of the West. This backdrop leads us to moderate our revenue expectations for 2013 when compared with the record revenues of 2012, with the anticipated growth in our Core business
being more than offset by the expected decline in Legacy. Platform-Centric CSR Across the businesses in our Core portfolio which comprises Voice & Music; Indoors Location; Auto; Bluetooth Smart; and Imaging, industry analysts expect our
underlying total addressable market to grow by 10% compound annual growth rate (CAGR), from 2012 to 2017. In our two single largest areas of investment, Voice & Music is forecast to grow at a CAGR of 16% per annum in the
same period, while the Automotive Infotainment is expected to grow at a CAGR of 8% per annum. Although we forecast a decline in Consumer revenues in 2013
compared to 2012, as Camera revenues decline due to the increased use of smartphones, we expect that our investment in new areas of Imaging will drive growth in the medium-term. While Auto, Imaging and Voice & Music are here-and-now markets, Bluetooth Smart and Indoors Location are areas where there could be significant
growth. Bluetooth Smart is currently being adopted to connect many new types of low-energy devices such as computer mice and keyboards, and health and fitness products. We expect wider adoption of this technology during 2013 and expect strong
growth, albeit from a small revenue base, this year. We believe that the ecosystem around Indoors Location (within Consumer), which combines information from a
variety of sources such as MEMS, pressure sensors, and cellular and wireless networks, is becoming more developed and should lead to a greater take-up of this technology in the next few years.


Increasing our technology base In addition to investment that we make in the development of our own ideas and technologies, we continue to acquire capabilities as part of a disciplined approach to
utilising our financial resources. We maintained this activity in 2012 with valuable additions that have quickly been assimilated into our activities, contributing to our products, know-how and engagement with customers. In March 2012, we purchased
DDFA®, an end-to-end digital audio processing amplifier technology, and in June 2012, bought the Map-X audio product line from Trident,
which delivers HD audio decoding and internet streaming for next-generation home audio. More recently in October, we recruited 10 engineers based in Bristol with complementary capabilities in Wi-Fi and who are supporting our work in this area. A people business I would like to echo the remarks
made by our Chairman in recognition of the contribution made through the past year by our employees, including the 311 people who in October left CSR and joined Samsung. I am proud to be working with so many people who continually raise the bar and
grow with the fresh challenges of our business across so many locations. They have played a large part in the performance of the past year and I have no doubt they will continue to do so in 2013. Looking ahead CSR has transformed itself from a
provider of Bluetooth components in handsets into a broadly diversified platform provider, addressing attractive growth markets. We have a large IP portfolio of approximately 1,550 US patents granted and approximately 1,000 US pending patent
applications, and strong underlying technical capabilities, which positions us well for the long-term. Given the depth of our product and platform portfolio and
expertise of our people, I am confident that we have the capabilities to exploit the growth which we believe is available in our chosen markets.  Joep van Beurden, Chief
Executive Officer 20 February 2013


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Our areas of focus


Our strategy focuses on targeting our chosen end markets with our integrated and differentiated technology platforms,
with a goal to achieve sustainable growth with higher margins and returns. We are developing enhanced and connected platforms in end markets where we have a
position of scale, including voice & music, automotive and imaging. We also develop a range of products for other markets including handsets, gaming and computer peripherals. We take a disciplined approach to capital allocation, investing in higher margin platforms and markets where we see the best prospects for profitable revenue growth.







Following the transfer of handset connectivity and handset location development operations to Samsung, our platform strategy has accelerated and we
have focused our energies on five markets which we believe provide growth potential.


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CSR plc Annual Report and
Financial Statements 2012



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Why is it important?



What are we doing?Bluetooth
Smart 
CSR1000
CSR1001
CSR1010
CSR1011

Bluetooth Smart is an evolution of the Bluetooth short range standard, which uses significantly lower power levels to operate. CSR
has been investing in developing solutions for this market. Bluetooth Smart is currently being adopted to connect many new types of low-energy devices such as computer mice and keyboards, and health and fitness products. We expect wider adoption of
this technology during 2013 which we believe provides us with the prospect of strong growth.



We have introduced a range of turnkey hardware and software solutions, based on the CSR μEnergy® platform,
that OEMs and ODMs can customise to rapidly develop new and innovative Bluetooth Smart fitness, smart home and human interface products. For example, we demonstrated a turnkey platform based on CSR μEnergy devices, with accelerometers and
software to create an example design manufacturers can use to quickly develop the next generation of smart remotes for TVs and set top boxes.Voice & Music 
MAPX
CSR8670
CSR8645

This market is growing rapidly, as more and more people carry their music in digital form on their smartphone, tablet or other mobile digital music players and stream
their music to stereo headsets, sound bars or speakerdocks. An increasing proportion of these devices connect wirelessly through Bluetooth with customers seeking high quality audio playback. We have proven capabilities and lead the market in a range
of audio solutions, targeting all segments of wireless audio. Our aptX CODEC ensures the delivery of high-quality audio over wireless connectivity.



The MAPX multimedia applications processor family is a portfolio of high performance, integrated, high quality audio
system-on-chip (SoC) devices for Soundbars, Docking Speakers, AV-Receivers, Home Theatre Systems, and Integrated Audio Systems. 
CSR8670 is our latest-generation flexible audio system-on-chip (SoC) solution with Bluetooth wireless connectivity, embedded flash memory and
numerous inter-operable capabilities, including analogue and digital audio, USB and capacitive touch sensors. 
CSR8645 is a our next latest generation Stereo ROM solution with built-in support for Bluetooth wireless audio streaming using our aptX CODEC
technology.Automotive
Infotainment 
SiRFstarIV
GSD4e
SiRFprimaII

The adoption of integrated information and entertainment systems in vehicles continues to grow, whether its GPS to guide the journey, video and music systems for
passengers, or diagnostic systems which are used to maintain and repair the vehicles we drive. We work with many of the leading automotive manufacturers in the world, providing integrated solutions that combine our existing strengths in audio and
location.



SiRFstarlV GSD4e WLCSP is a complete navigation processor built on a low-power RF CMOS single-die, incorporating the baseband,
integrated navigation solution, software, ARM7 processor, and RF functions that form a complete internal ROM-based standalone or Aided-GPS engine. 
SiRFprimall is the latest member of the CSR family of location SoCs with integrated GNSS, designed to bring the rich location, connectivity
and multimedia experience of a tablet computer to mainstream automotive dashboards. More than twice the application throughput and 3-4x more powerful graphics and multimedia acceleration. Integrated multi-satellite GNSS capabilities support all
global navigation systems, providing flexibility and improved satellite acquisition.Indoors
Location 
SiRFstarV
SiRFusion

We expect the infrastructure supporting Indoors Location for example indoors maps to become more established through 2013. Indoors Location has the potential for a wide
range of applications such as social networking, promoting/locating shops or restaurants, and even particular products or brands that can be used by business to advertise what they provide, and from where they provide it.



SiRFstarV and SiRFusion platforms represent a new approach to location and navigation, supplementing traditional GPS location
signals with other information such as other satellite systems, multiple radio systems, and various sensors, like accelerometers, gyros and compasses. We gave a live, hands-on demonstration of CSRs industry-leading indoor location and
navigation capabilities at an Indoor Navigation Seminar at the Museum of Contemporary Art in Taipei, Taiwan on August 1, 2012. In January 2013, SiRFstarV and SiRFusion location technologies were honoured at the CES Best of Innovation Design and
Innovation Awards, in the Embedded Technologies category.Imaging 
COACH16
COACH15s

Whether its for moving or still pictures, consumers want the ability to take high definition images whether on their
smartphone, or specialist cameras, whatever the light level and wherever they are located, whether indoors, or outside. CSR has technologies that are being used by some of the worlds leading imaging companies across different product groups.
The performance of our latest imaging chip makes it suitable for camcorders and other mobile video applications, including those in digital single lens reflex cameras, sport cameras, security cameras and mobile drive recorders.



COACH16 is CSRs flagship Digital Camera Processor that provides support for the most advanced features in todays
high-performance still and motion-image portable devices.  COACH15s
is a single chip solution for compact digital still cameras and video applications.


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Business and financial review Introduction We are a leading
provider of platform technology solutions for the consumer electronics market. Platforms are more complex and sophisticated than individual components, and generally contain broad functionality to directly enhance our customers end products.
Our solutions are used by many of the worlds leading companies and incorporated into consumer products that are used by millions of people across the world. We deploy our portfolio of technologies in location, audio, video and connectivity to
create innovative solutions to serve multiple market segments including Voice & Music, Automotive Infotainment, Imaging, Bluetooth Smart and Indoors Location. Our platforms are utilised by many companies as part of their end product to
enable a variety of functions such as location, connectivity, and audio or video delivery. We strive continually to develop innovative
products that enhance peoples experiences throughout their daily lives. Knowing where we are: CSR is one of the leading providers of
technologies that enable people to know where they are. Our Global Navigation Satellite Systems (GNSS) location products are used in personal navigation devices (PND), mobile phones, watches, GPS devices and cars. We have also developed technology
to help negotiate around a shopping complex or public buildings such as railway


stations or airports, which we refer to as Indoors Location. Our technologies have been at the forefront of providing location solutions and we believe our Indoors Location is a breakthrough in
helping people know and navigate their whereabouts, within buildings. Information and entertainment in the car: The cars which people drive
increasingly contain features which are supported by CSR technologies. Our technology supports a range of information and entertainment devices in cars, ranging from navigation to DVD players, or that connect your tablet or phone to the cars
sound and video systems. Our Wi-Fi will allow a driver to synchronise a music collection over the air from a Wi-Fi enabled server, or for a technician to download information from a vehicle automated management system; while our Bluetooth supports
hands free communication, so a mobile phone can be used to take and receive calls or listen to text messages. Content on the move: Whether
its music on the go that you are after, with your headphones paired to your smartphone or music player, or whether you wish to set up a completely integrated sound system in your home, CSR enables the solutions that allow you to
connect wirelessly. Our technologies combine the versatility of wireless solutions with world class sound experience, and have been adopted by many of the worlds leading providers of sound systems. Capturing our world: The ability to make videos or take photographs, to store them, print them, load them onto the web or share them with friends, is enabled
by our technologies in imaging, video processing and data transfer. Our solutions enable the capture of pin sharp images, even at poor light levels, helping you to create high quality images and video. Sharing your work is also made easier using CSR
solutions. If you want to print documents or images, our integrated solutions mean that you can connect easily from your mobile devices, including tablets and smartphones to printers. Health & fitness: CSR has worked on a suite of products using low-power wireless connectivity that enables you to monitor your fitness performance and health on the move, by recording, storing and
communicating information


in real time. If you want to have a run or cycle and measure your heart rate, or analyse your fitness data as you go, or immediately after, the technology is already available and has been
adopted by some of the largest providers of such leisure devices. Securing our information: CSR is developing a range of solutions that use
different technologies, including near field communications (NFC), Bluetooth Smart and indoors location, to enhance the security of information. Our Business Model Our strategy In recent years, we have pursued a strategy designed to build the portfolio of technologies and provide access to the market segments that is described above. This
has brought about significant diversification of the technologies we have under development. It has also broadened our market presence and customer base. We have moved beyond the design and supply of single technology semiconductor products and
related software solutions (predominantly using the Bluetooth standard for the mobile handset that characterised our focus following our IPO in 2004) to a global business providing innovative and multifunction platforms. We are a fabless semiconductor company. We design and develop semiconductor integrated circuits (chips) and software and use third-party independent
manufacturing facilities to manufacture and test our products. Our manufacturing (wafer fabrication, assembly and test) is subcontracted to world class leading foundry and OSAT partners. The manufacturing is predominantly undertaken in Taiwan,
however other locations include China, South Korea, the United States, Europe, Israel, Malaysia and Singapore. Our solutions increasingly also include software, both on our chips and as part of broader system solutions. Our products are incorporated by many companies in their own end products that they supply, primarily to consumer based markets. Using our proprietary technology,
CSRs products support a multitude of differentiated and innovative consumer experiences as outlined in more detail above. We sell directly to the producers of consumer electronic equipment, as well as to ODMs and distributors, and therefore
our






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technologies and their lifecycles are impacted by the product cycle of many consumer end products. Our objectives are to develop differentiated technologies that enable us to achieve market leading positions. We focus on targeting our chosen end markets such as
Voice & Music, Automotive and Imaging with our integrated and differentiated technology platforms, where we believe there is the potential to achieve sustainable growth with higher margins and returns. We believe our ongoing focus on our
platform business supports these objectives. In 2012 60% of our revenues were derived from platforms business compared with 49% in 2011. Over the same period our underlying operating margins have increased from 5.8% in 2011 to 7.2% in 2012. We are also investing in developing enhanced and connected solutions for adoption in markets which we believe offer growth potential. Examples of this
investment include in technologies such as Bluetooth Smart and Indoors Location, two areas where we believe there could be significant growth over the coming years. We take a disciplined approach to capital allocation, investing in markets where we
see the best prospects for profitable revenue growth. We have combined organic growth, particularly in Voice & Music, with acquisitions,
including most recently those of SiRF in 2009 and Zoran which completed in August 2011. Over the period in which we have been implementing our strategy
described above, mobile handsets have migrated from fashionable but, by comparison, simple feature phones to much more complex smartphones which have the power of mobile computers. As this radical shift has occurred, the platform devices for
smartphones have become extraordinarily complex. Significant resources are required to develop the next generation of technology in this market, where the Application Processor is the central element of the platform. Large players have made
multi-billion dollar investments to create and enhance the platform devices for smartphones which include applications processors and baseband modems. As a result, it became increasingly difficult for us to protect our gross margin and market share
position in this segment. Therefore, in October 2012, we


completed the disposal of our handset connectivity and handset location development operations and technology to Samsung Electronics Co., Ltd. for headline cash consideration of $310 million
(subject to adjustment). As part of our strategy and capital allocation policies, we take a disciplined approach to the markets that we address. To the
extent we do not believe markets are attractive, we will exit those markets in a disciplined fashion. In 2011 we established the Legacy Business Group, and placed within it the Zoran video, set top box and DVD businesses, having made the decision no
longer to invest in those areas. Those businesses performed in line with plan in 2012. Upon completion of the Samsung transaction mentioned above, we have added to the Legacy Business Group our handset location and handset connectivity revenue. We
expect that revenue to decline sharply over the next two years Continued technical innovation Our strategy of developing leading platform solutions is an important part of our future growth as we continue to look to provide technology and solutions that will
meet the needs of a wide range of consumer electronic devices which require enhanced technology. Our strong position in platforms such as Imaging
(within Consumer) and Voice & Music supports leading positions within a number of our target markets. We are also leveraging our established strengths in current markets to enable us to compete in new segments. One example of how we are at the forefront of developing technologies for new markets is our work in Bluetooth Smart (formerly known as Bluetooth low energy), a
very low-power version of Bluetooth. This low-power standard enables longer battery life, ideal for a range of Human-Interface-Devices (HIDs) such as keyboards and mice which are connected wirelessly to phones, tablets and PCs. We have developed a
series of platforms for the Bluetooth Smart market. Bluetooth Smart has seen a growth in adoption through 2012, with the result that the majority of new
smartphones are now equipped with Bluetooth Smart Ready capabilities, which we believe is creating an ecosystem around this standard and


will lead to further growth in this market. We believe our portfolio of products positions us well to capture the potential growth in the Bluetooth Smart market. In the second quarter of 2012, we launched the CSR μEnergy SDK 1.4, the latest version of our software toolkit for the development of Bluetooth Smart
devices. This updated CSR μEnergy SDK provides a development platform and includes the majority of the latest Bluetooth v4.0 profiles to enable developers to create new Bluetooth Smart devices quickly and with a low initial investment. In
addition, the CSR μEnergy SDK 1.4 offers out-of-the-box operation with the latest devices running Apples iOS. In September at the IBC 2012
show, CSR and SMK, a provider of remote control solutions, together demonstrated Bluetooth Smart enabled advanced remote control functionality based on the CSR1001 device, a single-mode Bluetooth low energy solution, and the CSR8510 A10
device, a dual-mode Bluetooth solution optimised for human interface devices. In the area of Voice & Music, in the third quarter of 2012, we
introduced aptX Low Latency, a new audio coding technology that reduces the delay, or latency, of stereo audio signals over Bluetooth connectivity, effectively enabling consumers to watch video while listening to synchronised wireless audio. As
a result, the product is ideally suited to wireless audio delivery for video and gaming applications. We believe that our Indoors Location technology,
which combines information from a variety of sources such as MEMS, pressure sensors, and cellular and wireless networks, is a leader in its field. It will enable users to locate where they are in places such as hospitals, shopping malls or train
stations. Importantly, we believe that the ecosystem around this area is becoming more developed, which should lead to a greater take-up of this technology in the next few years. Our SiRFstarV and SiRFusion location technologies were honoured in January 2013 in the Embedded Technologies category of the CES Best of Innovation Design and Innovation Awards.






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continued



In the following section of this report, we
explain how we have developed our platform related capabilities in each of our target markets. Progress on Platforms The technology arena in which CSR competes globally provides the potential for innovative ideas to excite and engage with consumers as well as set new standards in
performance and end user experience. Our long-standing strategy is to focus on end markets with growth potential and where we have leading positions with integrated and differentiated technology platforms, which are more complex than components. We
believe we currently operate in a number of areas where there are opportunities for medium to longer-term growth. These include:  

Auto; where increasing use of location, connectivity, imaging and video, are accelerating the use of infotainment in low and mid-end cars;  

Voice & Music; where sound on mobile devices and thinner TVs is sent wirelessly to loudspeakers, soundbars or speaker docks; Within Consumer:  

Bluetooth Smart; which creates personal area networks around a device such as a Bluetooth Smart Ready smartphone, tablet, ultrabook, car or TV, which allows
communicating with sensors for health and fitness, environmental and entertainment devices, as well as Human Interface Devices;  

Indoors Location; where increased use of location has a broad range of potential applications such as search, mobile promotions and social networking, personal
and asset tracking, and where potential additional legislation will place greater requirements on location technology, in which we believe we have breakthrough technology. Our Indoors Location solution is capable of providing location information


even whilst the user is inside a building (for example, an airport) to greater accuracy than was previously possible because it relies on alternative methods of obtaining a position fix than
those used by traditional satellite systems which will not operate where the built-up environment blocks or degrades signals, and  

Imaging; where use of the camera and video is expanding into many new applications such as security and automotive markets. We believe in all of these areas there is the potential for attractive market growth. Across the businesses in our Core portfolio which comprises Voice &
Music; Consumer (Gaming, Cameras, Printing, Indoors Location and Bluetooth Smart); and Auto, industry analysts expect our underlying total addressable market to grow by a 10% compound annual growth rate (CAGR), from 2012 to 2017. In particular,
Voice & Music is forecast to grow at 16% per annum (CAGR) in the same period, while Automotive Infotainment is expected to grow at 8% per annum (CAGR). In Auto, as a result of our extended product portfolio, we believe we continue to be well positioned to take advantage of increasing attach rates in the auto infotainment space. We started to ship our new
40nm auto infotainment platform SiRFprimaII in the second quarter of 2012 and we saw our auto Wi-Fi being introduced by a number of Tier One customers in the first half of 2012. While we saw declining PND revenues during the year this was more than
offset by the growth in automotive infotainment. During the second quarter of 2012, we announced our first auto product based on the SiRFstarV
architecture, a quad-GNSS location platform designed to support GPS, GLONASS, Galileo and Compass systems and optimised to address the ever more demanding needs of the automotive industry. We also announced RoadTunes SDK 3.0 for tighter
integration of smartphones to in-vehicle systems such as steering wheel switches, head unit controls or vehicle touchscreens, and the CSR6030A11, a feature-rich automotive-qualified standalone Wi-Fi solution. During the third quarter of 2012, we introduced SiRFatlasVI, the latest generation of our mainstream Auto


Infotainment system-on-a -chip (SoC). It offers 3x CPU, 3x graphics and 6x multimedia performance improvements over the previous SiRFatlasV chip at a comparable BOM (bill-of-materials) cost. During the fourth quarter of 2012, we announced the CSR8350 Bluetooth audio solution, which introduced our aptX® audio technology to the automotive market. It integrated three elements of a typical auto infotainment head unit: dual-mode
Bluetooth 4.0 wireless connectivity, which goes beyond standard hands-free use cases to enable concurrent data communication with sensors, fobs, remotes and other Bluetooth Smart devices; wideband speech (also known as HD Voice) with noise and echo
cancellation based on our latest seventh generation CVC® algorithm, which improves voice recognition and call clarity; and
new on-chip A2DP stream decoding, which removes the resource burden from the host CPU. In Voice & Music, we continued our market
leadership in the area of Bluetooth stereo audio. We had excellent design win traction in the audio area, with a number of customer product launches in the year, including LGE, Nokia and Plantronics. This is contributing to continuing growth for
streaming audio via Bluetooth. We had around 950 SIG (Bluetooth Special Interest Group) stereo end products listed during 2012. Recent positive trends in this area are such that we expect to see continued growth in the wireless audio market, as
music is increasingly stored on mobile devices which have poor loudspeakers due to their form factor. Our market-leading aptX® audio codec technology continued to see good adoption and new licensees during the year included, Fujitsu, HTC and Klipsch. We
believe that continued adoption of aptX® technology helps us to maintain our market position for our chips in the wireless
audio market. Our aptX® audio codec technology continues to see good market traction, with 120 licencees at the end of
2012, compared to 52 at the end of 2011. InConsumer, the CSR1000 Bluetooth Smart (low energy) single-mode platform has been chosen by Nike for
the newly launched Nike+ product line. Nike+ connects digitally-enabled footwear with an interactive smartphone application and includes






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two new experiences, Nike+ Basketball and Nike+ Training. The Nike+ Training and basketball shoes include pressure sensors in the base of each shoe that collect data about the users
movements. Data can be synchronised live or at the end of the session via the app and Nike+ online tool, which is then translated into different metrics to provide information about either a users workout or their game, for example running
speed, or vertical jump height. In April 2012, we introduced the Quatro® 5300 series of programmable imaging processors, which are integrated solutions for developing the next generation of printers, scanners and all-in-ones to meet the
latest EU and US energy-efficiency requirements. Our COACH14 (camera-on-a-chip) was deployed by a number of companies during the third quarter of 2012 and we saw increased demand for Wi-Fi connected cameras. We also delivered the first
customer samples of our mid-range COACH15 platform. During the fourth quarter of 2012, we introduced COACH16, our new flagship Digital Camera
Processor that provides support for high-performance still and motion-image portable devices, including Digital Single-Lens Reflex (DSLR) cameras, Mirrorless Interchangeable Lens Cameras (MILC) and high-end Digital Still Cameras (DSC). The
performance of COACH16 also makes it suitable for camcorders and other mobile video applications, including those in sport cameras, security cameras and mobile drive recorders. During the fourth quarter of 2012, we announced the latest version of our IPS Universal Print Interpreter which supports all major print languages and protocols, including printing from Googles Cloud Print
and Apple iOS devices. It ensures that printers can handle print jobs from the widest variety of sources, including desktop PCs, tablets, smartphones and other mobile devices, on-premise and cloud-based ERP systems, as well as graphic arts and
engineering applications. We expect Bluetooth Smart to begin making a contribution to revenue from 2013 onwards. Trends in our External Marketplace Our results of
operations during 2010-2012 were materially affected


by the following trends within the semiconductor industry in which we operate, several of which are likely to continue and which we expect are likely to affect performance in 2013. These include:  

changes in the size of the differing markets covering our products and technologies;  

prevailing economic uncertainty, which affects the level of demand for consumer related products that use connectivity, location, audio and imaging technologies;  

the impact of intense competition from third parties, including in respect of product features, pricing strategies and release of new products;  

the recognised trend in the semiconductor integrated circuits industry for declining average selling prices;  

the tendency for demand for consumer products to be affected by seasonality;  

cyclical trends in the semiconductor industry generally;  

reduction in nanometer nodes to allow improved throughput and functionality;  

changes in consumer demand for particular applications, for example the integration of standalone functions into devices like smartphones;  

change in the semiconductor industry which can affect the availability of sufficient capacity to meet our demands for integrated circuits;  

fluctuations in currency exchange rates which can affect our costs in light of the global nature of our business; and  

litigation associated with alleged infringement of proprietary rights which is commonplace in the industry. As we look to 2013 and beyond, demand for the products incorporating the technologies we offer is expected by industry analysts to grow at an annual compound growth
rate of 10% between 2012 and 2017. The majority of the technology which we develop and supply to our customers is installed into devices which are sold
to consumer markets. Demand for consumer products and therefore for our own products is


subject to seasonal variation for the types of goods in which our products and technologies are used. This in turn affects our results which typically are stronger in the second and third
quarters of a financial year as our customers increase orders in anticipation of demand for their own products. We rely on our suppliers to provide the
volumes of integrated circuits sufficient to meet the demands for our products from our customers. Our largest suppliers have continued to expand their capacities in the face of increasing demand. In most instances the strength of CSRs
relationship with its primary suppliers has enabled us to meet nearly all customer demands within the lead times of our manufacturers. We work to maintain a strong relationship with our suppliers and the Company has benefited from the commitment of
a number of key partners who have supported our business. We continue to work closely with our suppliers as we seek to ensure our business requirements are able to be satisfied. Overview Our revenue is generated principally from the sale of products to original equipment
manufacturers (OEMs) and original design manufacturers (ODMs) predominantly serving retail consumer markets. Our revenue in 2012 was $1,025.4 million, an increase of 21% compared to $845.2 million in 2011 (2010: $800.6 million). As explained in more detail on page 19 below, our business is organized into two business groups: Core, which comprises our reporting segments of Auto,
Voice & Music and Consumer, and Legacy, which is a stand-alone reporting segment comprising business in products where we have discontinued further development. For 2012 our revenue was comprised of $661.1 million (65%) from our
Core business and $364.3 million (35%) from our Legacy business. Revenue for the first half of 2012 of $493.5 million represented an increase of
38% on the comparable period in 2011 ($357.8 million). This increase reflected revenue growth across all business areas, but especially within the Consumer business area which increased by 140%, reflecting the inclusion of Zoran revenues throughout
the first half of 2012. We experienced increased demand for many of our products, including those from






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|Summary Financial Performance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          |          |  |             |  |        |          |  |  |          | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | IFRS     |          |  | Underlying* | 
|52 weeks ended 28 December 2012                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 2012
($) |          |  | 2011
($)    |  |        | 2012
($) |  |  | 2011
($) | 
|Revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |          | 1,025.4m |  |             |  | 845.2m |          |  |  | 1,025.4m |  |  |  | 845.2m | 
|Gross margin                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |          | 49.6%    |  |             |  | 45.5%  |          |  |  | 50.8%    |  |  |  | 49.8%  | 
|Gain on disposal of development operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |          | 127.2m   |  |             |  |       |          |  |  |         |  |  |  |       | 
|Operating profit/(loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |          | 107.9m   |  |             |  | (48.4m | )        |  |  | 74.0m    |  |  |  | 49.2m  | 
|Profit for the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |          | 51.2m    |  |             |  | 33.9m  |          |  |  | 55.4m    |  |  |  | 36.8m  | 
|Diluted earnings per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |          | 0.25     |  |             |  | 0.19   |          |  |  | 0.27     |  |  |  | 0.20   | 
|Net cash from operating activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |          | 73.9m    |  |             |  | 12.6m  |          |  |  | 73.9m    |  |  |  | 12.6m  | 
|Treasury deposits, cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |          | 333.3m   |  |             |  | 277.8m |          |  |  | 333.3m   |  |  |  | 277.8m | 
|* Underlying results are based on International Financial
Reporting Standards, adjusted for amortisation of intangibles, fair value adjustments to inventory, share-based payment charges, acquisition fees, integration & restructuring costs, litigation and patent settlement costs, gain on disposal
of development operations, other operating income, option premium for options on tender offer, the unwinding of discount on litigation settlements, the loss on close period share buybacks, the recognition of tax losses brought forward, the deferred
tax effect of changes in the UK tax rate and the movement on uncertain tax positions. Please refer to the non-GAAP measures section on page 21 for a discussion on the differences between IFRS and underlying results and a full reconciliation of IFRS
to underlying measures. |  |          |          |  |            



customers in the Automotive segment, as well as for our Voice & Music related products. The second half of 2012 experienced an increase in revenue to $531.9 million, compared with $487.4 million for the same period in 2011. The year on year
increase was mainly due to continued growth in Voice & Music of 24%, and the inclusion of Zoran revenue across the full year, compared to only four months in the second half of 2011. Revenues in the second half were higher than the earlier
part of the year, reflecting the usual seasonal trend in consumer demand. Our gross margin for 2012 was 49.6%, compared to 45.5% in 2011 (2010: 47.0%).
The increase in gross margin for 2012 was mainly due to the positive impact of the shift in product mix away from Handsets to Voice & Music which has higher gross margins. This increase was partially offset by the full year impact of the
additional amortization costs on assets acquired as part of the Zoran acquisition. Underlying gross margin for 2012 was 50.8%, compared to 49.8% in 2011 (2010: 47.7%), due to the shift in product mix mentioned above. We invested $290.4 million in R&D in 2012 compared with $241.8 million in 2011 and $199.9 million in 2010. The increase mainly reflected the inclusion


of R&D resource acquired with Zoran for a full year, compared to four months in 2011, our continued investment in developing technologies such as Bluetooth Smart and Indoors Location, and the
development of lower process nodes (which will allow the development of smaller silicon chips with less power consumption). This was partially offset by cost base reductions through restructuring and integration changes put in place during the year,
including the transfer of employees as part of the Samsung transaction mentioned below. We will continue to invest in R&D to protect our market position and therefore expect R&D expenditure to remain broadly in line with our current run-rate
over the next two years. Our SG&A costs were $238.0 million in 2012 compared with $191.4 million in 2011 and $182.9 million in 2010. The increase in
the year was mostly due to the inclusion of the cost base acquired with Zoran for a full year, compared to four months in 2011. Whilst we completed restructuring and integration plans in 2012, the costs of completing the programme exceeded the
impact of the savings booked. The full benefit of this programme will be seen in a reduced SG&A run rate in 2013 and onwards. On 4 October
2012, we completed the transfer of our handset connectivity and related handset


location development operations to Samsung (the Samsung transaction), for cash consideration of $310 million. The Samsung transaction included the transfer of 311 employees, 21 US
patents (together with their international counterparts) and rights of use in the Companys handset connectivity and handset location technologies. A profit of $127.2 million has been recorded and is reported as part of our continuing
operations in the financial statements. Further details on this transaction can be found in note 38 in the notes to the financial statements. In addition, as part of the terms of the Samsung transaction, 9,925,000 shares in the Company were acquired
by Samsung Electronics European Holding Cooperitief U.A. for $34.4 million, which represented 4.9% of the Companys issued share capital at the
date of purchase. Our operating profit for 2012 was $107.9 million, compared to an operating loss of $48.4 million in 2011 (2010: operating loss of $6.3
million). The operating profit in 2012 included profit arising on the Samsung transaction of $127.2 million, restructuring charges of $27.5 million, patent settlement costs of $15.5 million and the changes in gross margin mentioned above.
Underlying operating profit for 2012 was $74.0 million compared to






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$49.2 million for 2011 (2010: $78.9 million). This increase reflected the effect of improvements in gross margin offset by the increase in R&D expenditure. The lower underlying
operating profit in 2011 compared to 2010 reflected reduced revenues in handsets and automotive as well as the cost base acquired from the Zoran businesses for the four months from August 2011. Our net profit for the period in 2012 was $51.2 million, compared to a net profit of $33.9 million in 2011 (2010: $16.6 million). The increase from 2011 to 2012
reflected the increase in operating profit, including a contribution of $127.2 million from the Samsung transaction. This was partially offset by a $50.7 million tax charge, compared with an $85.3 million tax credit in 2011 (2010: tax credit of
$22.3 million). The tax charge in 2012 mainly resulted from the Samsung transaction whilst the credit in 2011 arose from recognition of tax losses and other temporary differences acquired with Zoran and SiRF. Cash, cash equivalents and treasury deposits increased to $333.3 million at 28 December 2012 from $277.8 million at 30 December 2011. This increase
was mainly the net result of cash generated from operating activities in 2012 of $73.9 million (2011: $12.6 million; 2010: $77.9 million), the $310 million cash received from the Samsung transaction, and $34.4 million equity injection as part
of this transaction less $285 million paid to shareholders in the tender offer and $21.3 million of dividend payments. (Dividend payments of $16.3 million in 2011; $nil in 2010). Cash outflow during the period also reflected the buy-back of ordinary shares by the Company, following the announcement by the Board on 20 February 2012 of its intention to undertake the buy-back of the
Companys ordinary shares in an amount up to $50 million, under a general authority granted by shareholders. Purchases ended on 30 March 2012 at which point 2,450,484 ordinary shares had been acquired for an aggregate $9.4 million.
During 2011, under authority granted in 2010, the Company bought back 7,796,000 ordinary shares for an aggregate of $47.5 million. The Board is
proposing a final dividend of $0.08 per ordinary share in respect of the 2012 financial year. This compares to the final dividend in


respect of 2011 of $0.071 per ordinary share, and is consistent with the Boards stated intention to follow a progressive dividend policy that reflects the underlying growth prospects of the
Company as well as the long term outlook for growth in earnings per share and Group cash flow. The Board intends to pay dividends on a semi-annual basis. Subject to shareholder approval at the Annual General Meeting to be held on 22 May 2013, the final dividend will be paid on 31 May 2013 to
shareholders of record on 10 May 2013. The final dividend will be paid in sterling. Recent developments On 31 December 2012, the Group signed a full and final settlement in respect of litigation with MOSAID Technologies Incorporated for $7.5 million. This
amount was included within accruals in the financial statements and was fully paid in January 2013. Our Segments Segmental analysis Following the Samsung
transaction on 4 October 2012, we reorganised the internal reporting structure of the Group. The business is now divided into two business groups, Core and Legacy, which are comprised of business areas that represent the Groups operating
and reporting segments. These business areas are shown below:  Core 

Automotive, representing automotive infotainment and portable navigation devices (PND).This segment is unchanged from the Automotive
segment reported previously.  

Voice & Music, representing all our audio products. This segment has been separated from the previous Home reporting segment.  

Consumer, representing gaming, home entertainment, PCs, tablets, document imaging, health & fitness, and cameras. This segment
includes our cameras business line and connectivity and location handset products which had previously been part of the Mobile business group and the remainder of the previous Home business group after Voice & Music has been separated.
Products in new technologies such as Bluetooth Smart and Indoors Location are reported within the Consumer segment.


Legacy 

Represents all business lines in which we have ceased further investment, including sales to customers of our handset connectivity and handset
location products, DTV SoCs, Set Top Box SoCs and Digital Tuners. The handset connectivity and handset location products were previously disclosed in the Mobile reporting segment.
  Results for each business area are regularly reviewed in
various forums by senior management, including the CEO who is the Chief Operating Decision Maker as defined by IFRS 8 (Operating Segments), to understand how the business areas have impacted the results of the Group and to assist in the
allocation of resources. Each business area has an individual manager responsible for its performance who sits on the executive management team. These
four business areas have been assessed as our operating and reporting segments in line with IFRS 8 and comparative results for 2010 and 2011 have been restated for comparability. The table on page 20 presents our segmental revenue and segment operating result for 2012, 2011 and 2010. Zoran revenue is included in the 2011 data only for the portion of 2011 following the acquisition on
31 August 2011. Automotive In 2012, our Automotive segment revenues increased year-on-year by 3% to $212.1 million, compared with $205 million in 2011. We saw strong revenue growth of 23% from in-dash and aftermarket products, where we continue to hold a leading position in Bluetooth and GPS technology, however
this was offset by a 39% decline in PND revenues. The PND market continues to decline as navigation and location capabilities move towards in-dash navigation and location capabilities carried by smartphones. We expect this trend in the PND market to
continue. Looking forward for Automotive, we expect to see a further drive by manufacturers to increase the quality and quantity of infotainment
technology content in cars, resulting in further growth in the automotive market which, we believe, will also






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|                                                     |  |               |         |   |               |  |       |               |  |  |               |   |  |                      |       |   |               |  |       |               |  |  |                      |   |  |  |       |   |  |  |         | 
|---------------------------------------------------- |  | ------------- | ------- | - | ------------- |  | ----- | ------------- |  |  | ------------- | - |  | -------------------- | ----- | - | ------------- |  | ----- | ------------- |  |  | -------------------- | - |  |  | ----- | - |  |  | ------- | 
|Our Segments Revenue                                 |  | 2012$ million |         |   | 2012% Revenue |  |       | 2011$ million |  |  | 2011% Revenue |   |  | 2012 vs.2011% change |       |   | 2010$ million |  |       | 2010% Revenue |  |  | 2011 vs.2010% change |  
|Automotive business area                             |  |               | 212.2   |   |               |  | 20.7  |               |  |  | 205.0         |   |  |                      | 24.3  |   |               |  | 3.5   |               |  |  | 223.1                |   |  |  | 27.9  |   |  |  | (8.1)   | 
|Consumer business area                               |  |               | 258.7   |   |               |  | 25.2  |               |  |  | 165.6         |   |  |                      | 19.6  |   |               |  | 56.2  |               |  |  | 100.1                |   |  |  | 12.5  |   |  |  | 65.4    | 
|Voice & Music business area                          |  |               | 190.2   |   |               |  | 18.5  |               |  |  | 149.9         |   |  |                      | 17.7  |   |               |  | 26.9  |               |  |  | 138.3                |   |  |  | 17.3  |   |  |  | 8.4     | 
|Legacy Products business group                       |  |               | 364.3   |   |               |  | 35.5  |               |  |  | 324.7         |   |  |                      | 38.4  |   |               |  | 12.2  |               |  |  | 339.1                |   |  |  | 42.4  |   |  |  | (4.2)   | 
|Total                                                |  |               | 1,025.4 |   |               |  | 100.0 |               |  |  | 845.2         |   |  |                      | 100.0 |   |               |  | 21.3  |               |  |  | 800.6                |   |  |  | 100.0 |   |  |  | 5.6     | 
|Operating result(underlying operating profit (loss)) |  |               |         |   |               |  |       |               |  |  |               |   |  |                      |       |   |               |  |       |               | 
|Automotive business area                             |  |               | 3.2     |   |               |  | 0.3   |               |  |  | 10.6          |   |  |                      | 1.3   |   |               |  | (69.8 | )             |  |  | 44.8                 |   |  |  | 5.6   |   |  |  | (76.3)  | 
|Consumer business area                               |  |               | (15.6   | ) |               |  | (1.5  | )             |  |  | (8.0          | ) |  |                      | (0.9  | ) |               |  | (95.0 | )             |  |  | 9.4                  |   |  |  | 1.2   |   |  |  | (185.1) | 
|Voice & Music business area                          |  |               | 75.1    |   |               |  | 7.3   |               |  |  | 59.5          |   |  |                      | 7.0   |   |               |  | 26.2  |               |  |  | 47.9                 |   |  |  | 6.0   |   |  |  | 24.2    | 
|Legacy Products business group                       |  |               | 11.3    |   |               |  | 1.1   |               |  |  | (12.9         | ) |  |                      | (1.5  | ) |               |  | 187.6 |               |  |  | (23.1                | ) |  |  | (2.9  | ) |  |  | (44.2)  | 
|Total                                                |  |               | 74.0    |   |               |  | 7.2   |               |  |  | 49.2          |   |  |                      | 5.9   |   |               |  | 50.4  |               |  |  | 79.0                 |   |  |  | 9.9   |   |  |  | (37.7)  | 



directly contribute to the decline of the PND market in 2013 and beyond. In 2011, our Automotive
segment revenues declined year-on-year by 8% to $205.0 million, compared with $223.1 million in 2010. Strong performance in auto revenues as a result of higher attach rates for our technologies in the automotive market was offset by a sharp decline
in PND sales in emerging markets. Automotive underlying operating profit was $3.2 million in 2012 compared to an underlying operating profit of $10.6
million in 2011 (2010: underlying operating profit of $44.8 million). The decreased underlying operating profit in 2012 compared to 2011 was a result of increased investment in new automotive products which either launched in the fourth quarter
of 2012, or are due to launch in the first half of 2013. The investment costs have therefore exceeded revenue on these products in 2012. The decrease in
Automotive underlying operating profit in 2011 as compared to 2010 was due to the falling revenues and significant investment in the next generation of Automotive location products. Consumer During 2012, overall revenue in our Consumer segment increased by 56% to $258.7
million, compared with $165.6 million in 2011. This increase was driven by the inclusion


of the full year revenue ($168.7 million) from business lines acquired with Zoran (compared with revenues from Zoran of $58.9 million for the four months in 2011). While revenues in Gaming have been under pressure, we continue to supply the two major companies that utilise Bluetooth for their gaming controllers and expect
Gaming revenues to stabilise in the coming quarters. Camera revenue on a like-for-like basis for the full year declined slightly compared to 2011, due
to the marked shift in consumer led demand away from digital-still cameras to in-built imaging and video within smartphones, which negatively impacted our Camera product line. We expect to see a continued decline in the overall market for
digital-still cameras in 2013. The Consumer segment includes the Bluetooth Smart and Indoors Location nascent technologies, where we have continued to
invest to develop new product offerings. We expect to see increased R&D expenditure in the Consumer segment during 2013, where we believe that adoption of our leading solutions including Bluetooth Smart and Indoors Location can create increased
revenue opportunities, and product diversification in the future. The underlying operating loss for Consumer in 2012 was $15.6 million compared to a
loss of $8.0 million in


2011 (2010: underlying operating profit of $9.4 million). The increased underlying operating loss during 2012 was mainly the result of increased investment in developing new technologies, and the
decline in the camera marketplace described above. The fall in Consumer profitability between 2010 and 2011 was a caused by the first phase of investment in new technologies mentioned above. Voice & Music Revenues for Voice & Music in 2012 were $190.2 million,
compared to $149.9 million in 2011, an increase of 27%. CSR continues to enjoy a leading position in wireless audio supported by our continuing development and innovation to offer improved audio quality for end consumers. We have seen growth for
Bluetooth audio streaming products, while our CSR8600 next generation audio platform has experienced strong customer demand in the relatively new markets of stereo headsets, active speakers and speaker docks. During 2013 we expect to see further
growth in this business driven mainly by demand for stereo headsets, soundbars and speaker boxes. In 2011, Voice & Music revenues grew by 8% to
$149.9 million from $138.3 million in 2010, with the majority of growth derived from the headset market, where shipment volumes increased and revenues






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increased significantly correcting the market oversupply problems experienced in the first half of 2010. Voice & Music underlying operating profit in 2012 was $75.1 million compared to an underlying operating profit of $59.5 million in 2011 (2010: $47.9 million). The increased Voice & Music
underlying operating profit in 2012 was as a result of revenue changes mentioned above, since the new markets of stereo headsets, active speakers and speaker docks command higher margins. In 2011, Voice & Music underlying operating profit
increased as compared to 2010 as a result of the growth in volume for higher margin products such as headsets. Legacy As described on page 19, the Legacy segment comprises business in which we have ceased investment. In 2012, Legacy revenue was $364.3 million (35% of total
revenue) compared to $324.7 million in 2011 (38%). In July 2012, when we announced the Samsung transaction we explained that, under the terms of
the transaction, we would discontinue developing further products targeted specifically for the handset connectivity and handset location markets, but would be retaining the revenues derived from the sale of our


existing products to customers. As a consequence these product revenues were transferred into the Legacy segment. We expect revenue from the business lines comprising Legacy to decline over the
next two years. As previously reported, on 12 December 2011, we discontinued investment in the digital television system-on-a-chip and silicon
tuner business lines acquired as part of the Zoran acquisition in August 2011. Zoran had previously discontinued investment in the related areas of DVD players and Set Top Boxes. For these business lines we expect to cease generating revenue during
2014. The Legacy segment made an underlying operating profit in 2012 of $11.3 million (2011: underlying operating loss $12.9 million). This improvement
was due to the discontinuation of investment in Zoran entertainment products mentioned above, offset by declining margins in the handsets business. Non-GAAP financial measures We prepare our financial statements in accordance with IFRS. This
Business and Financial Review includes measures (non-GAAP financial measures), which we identify with the qualifier underlying, which exclude amounts that are


included in the most directly comparable measure calculated in accordance with IFRS, or include amounts that are excluded from such comparable IFRS measures. Non-GAAP financial measures as
reported by us, may not be comparable with similarly titled amounts reported by other companies. In particular, we present, and discuss, in the table on page 22 the non-GAAP financial measures and their comparison to IFRS.






|                                                                               |  |               |         |   |               |  |        |               |  |  |        |  
|------------------------------------------------------------------------------ |  | ------------- | ------- | - | ------------- |  | ------ | ------------- |  |  | ------ | -
|Our Financial Performance The following table summarises our income statement: |  |               |         |   |               |  |        |               | 
|                                                                               |  | 2012$ million |         |   | 2011$ million |  |        | 2010$ million | 
|                                                                               |  |               |        
|Revenue                                                                        |  |               | 1,025.4 |   |               |  | 845.2  |               |  |  | 800.6  |  
|Other cost of sales                                                            |  |               | (505.0  | ) |               |  | (424.0 | )             |  |  | (418.4 | )
|Amortisation of acquired intangible assets                                     |  |               | (11.3   | ) |               |  | (8.2   | )             |  |  | (5.7   | )
|Fair value adjustment to inventory                                             |  |               |        |   |               |  | (28.2  | )             |  |  |       |  
|Gross profit                                                                   |  |               | 509.1   |   |               |  | 384.8  |               |  |  | 376.5  |  
|Other research and development expenses                                        |  |               | (272.3  | ) |               |  | (228.6 | )             |  |  | (189.2 | )
|Share-based payment charges                                                    |  |               | (15.0   | ) |               |  | (7.7   | )             |  |  | (5.7   | )
|Amortisation of acquired intangible assets                                     |  |               | (3.1    | ) |               |  | (5.5   | )             |  |  | (5.0   | )
|Total Research and development expenses                                        |  |               | (290.4  | ) |               |  | (241.8 | )             |  |  | (199.9 | )
|Other sales, general and administrative expenses                               |  |               | (174.1  | ) |               |  | (143.4 | )             |  |  | (114.1 | )
|Share-based payment charges                                                    |  |               | (12.8   | ) |               |  | (6.5   | )             |  |  | (4.0   | )
|Amortisation of acquired intangible assets                                     |  |               | (8.3    | ) |               |  | (4.9   | )             |  |  | (3.5   | )
|Integration and restructuring expenses                                         |  |               | (27.5   | ) |               |  | (33.7  | )             |  |  | (1.1   | )
|Acquisition-related fees                                                       |  |               |        |   |               |  | (13.0  | )             |  |  | (0.4   | )
|Litigation and patent settlement                                               |  |               | (15.5   | ) |               |  | (6.0   | )             |  |  | (59.8  | )
|Litigation settlement income                                                   |  |               |        |   |               |  | 14.5   |               |  |  |       |  
|De-recognition of contingent consideration                                     |  |               |        |   |               |  | 1.6    |               |  |  |       |  
|Other operating income                                                         |  |               | 0.2     |   |               |  |       |               |  |  |       |  
|Total Sales, general and administrative expenses                               |  |               | (238.0  | ) |               |  | (191.4 | )             |  |  | (182.9 | )
|Gain on disposal of development operations                                     |  |               | 127.2   |   |               |  |       |               |  |  |       |  
|Operating profit (loss)                                                        |  |               | 107.9   |   |               |  | (48.4  | )             |  |  | (6.3   | )
|Investment income                                                              |  |               | 1.2     |   |               |  | 1.6    |               |  |  | 0.8    |  
|Finance costs and other gains and losses                                       |  |               | (7.1    | ) |               |  | (4.7   | )             |  |  | (0.2   | )
|Profit (loss) before tax                                                       |  |               | 102.0   |   |               |  | (51.5  | )             |  |  | (5.7   | )
|Tax                                                                            |  |               | (50.8   | ) |               |  | 85.4   |               |  |  | 22.3   |  
|Profit for the period                                                          |  |               | 51.2    |   |               |  | 33.9   |               |  |  | 16.6   |  



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Reconciliation of non-GAAP financial measure to its most directly comparable IFRS measure:



|                                                      |  |                                                                                                                                                                                                                     |  |                                           
|----------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------
|Non-GAAP Financial Measure                            |  | Explanation                                                                                                                                                                                                         |  | Most Directly Comparable IFRS Measure     
|underlying research and development expenses          |  | represents research and development expenses excluding share based payment charges and amortisation of
acquired intangible assets                                                                             |  | research and development expenses         
|underlying sales, general and administrative expenses |  | represents sales, general and administrative expenses excluding share based payment charges,
amortisation of acquired intangible assets, litigation settlement, and integration and restructuring charges |  | sales, general and administration expenses
|underlying gross profit                               |  | represents revenue less cost of sales and excludes amortisation of acquired intangible assets and
fair value adjustment to inventory recorded before gross profit                                         |  | gross profit                              
|underlying gross margin                               |  | represents the ratio of underlying gross profit to revenue                                                                                                                                                          |  | gross margin                              
|underlying cost of sales                              |  | represents cost of sales less amortisation of acquired intangible assets                                                                                                                                        |  | cost of sales                             
|underlying operating profit                           |  | represents underlying gross profit after deduction of underlying research and development and underlying
sales, general and administrative expenses                                                            |  | operating profit                          
|underlying net profit                                 |  | represents underlying operating profit, plus investment income, less finance costs, excluding the tender offer option
premium and unwinding of the discount on non-underlying items, plus underlying tax.       |  | profit for the period                     
|underlying tax                                        |  | represents underlying operating profit, plus investment income, less finance costs, excluding the tender offer option
premium and unwinding of the discount on non-underlying items, plus underlying tax.       |  | tax                                       
|underlying diluted earnings per share                 |  | represents underlying net profit divided by the weighted average number of diluted shares                                                                                                                           |  | diluted earnings per share                
|free cash flow                                        |  | represents cash generated by operations, less amounts spent on tangible and intangible fixed assets                                                                                                                 |  | cash generated from operations            





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We believe the non-GAAP financial measures that we use, along with comparable IFRS measures, are useful to investors.
Our management uses these measures, along with the most directly comparable IFRS financial measures, in evaluating our operating performance and value creation. These measures also form the basis for managements performance targets and
resource allocation decisions, and we use them to determine and manage the long term growth of the business. We present and discuss these measures in order to:  

provide consistency with the way management view the business and discuss performance with investors;  

ensure that the measures are fully understood in the light of how CSR manages the business;  

comply with UK company law which requires the presentation of the Groups Key Performance Indicators;  

properly define the metrics used and confirm their calculation;  

share the metrics with all investors at the same time;  

disclose the main drivers of management remuneration;  

improve transparency for investors;  

assist investors in their assessment of the long-term value of CSR; and  

therefore assist investors in understanding management behaviour. Beginning on page 24 we provide a reconciliation of each measure to the nearest IFRS measure: underlying operating profit to IFRS operating profit, underlying gross profit to IFRS gross profit, underlying gross
margin to IFRS gross margin, underlying net profit to IFRS net profit (loss), underlying operating expenses to IFRS operating expenses, (being R&D and SG&A expenses) underlying tax to IFRS tax, underlying diluted earnings per share to
diluted earnings per share and free cash flow to cash generated by operations. In each of the underlying measures we add back the amortisation and
impairment of acquired intangible assets, including goodwill. Our revenue is driven by our customer relationships and the performance of our technology, some of which is internally generated and some of


which has been acquired. The acquired technologies and customer relationships are assigned a finite life and result in an amortisation charge being recorded in arriving at operating profit. There
are no similar charges associated with our internally generated technology and other intangible assets. In addition, from time to time, the Group may be required to recognise impairments of intangibles and goodwill. No similar charges can occur from
our organically grown businesses. We believe that excluding amortisation of acquired intangible assets and goodwill impairment from our measures of operating performance allows the operating performance of the businesses that were organically grown
and those that have resulted from acquisitions to be analysed on a more comparable basis. Within gross profit, which comprises selling prices less the
cost of manufacture, we also add back the fair value adjustments to inventory recognised on our acquisitions of Zoran in 2011. On acquisition, inventory is stated at fair value, which leads to a higher valuation than for stock acquired in our usual
business activity. During 2011, our IFRS gross profit was therefore reduced due to these acquisition accounting rules. The underlying gross margin values inventory in all years under the usual rules and we believe that this gives useful information
about the operating performance and allows easier comparison around performance compared to prior periods. From time to time events occur which due to
their size or nature are considered separately when discussing the trading performance of the Group. The gains and losses on these discrete items can have a material impact on the absolute amount of, and trend in, the operating profit and results
for the year. Therefore any gains and losses on such items are analysed outside the underlying results to enable the trends in the underlying performance of the business to be understood. Where items are excluded from the underlying results we
provide additional information on these items to enable a full understanding of the events and their financial impact. Examples of such items are;  

acquisition related fees and fair value adjustments to inventory arising from the Zoran acquisition in 2011;




gains arising on significant disposals such as the Samsung transaction during 2012;  

litigation and patent settlements in 2012, 2011 and 2010;  

the cost of entering into foreign exchange derivatives to hedge currency exposure on large transactions, such as the option cost arising on the tender offer in
2012; and  

restructuring programmes following the previously mentioned acquisitions. In each of the underlying measures we add back share-based compensation costs. We believe share option charges reflects a non-cash cost which may obscure the trends in the underlying business and these charges are
based on a number of assumptions linked to our share price, the volatility of our share price, the expected performance of our share price compared to a number of other comparator companies and assumptions around employee behaviour. Therefore
segment managers are not held accountable for the impact of this item on their results of operations. Further, management believes that due to these
subjective assumptions involved in determining the fair value of equity awards and the varying methodologies used to determine equity based compensation across various companies, excluding these amounts from underlying operating profit and
underlying net profit (loss) enhances comparisons of the underlying operating performance of the business with other similar companies. Therefore any charges from these share-based payments are analysed outside the underlying results to enable the
trends in the underlying performance of the business to be understood. In underlying diluted earnings per share and underlying tax, in order to ensure
that the impact of the items discussed above can be understood, we exclude the tax effects of the adjustments made to underlying operating profit and the recognition of deferred tax assets for tax losses. Caution CSR cautions that, whilst we have defined
underlying cost of sales, underlying gross profit, underlying gross margin, underlying research and development expenses,






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##### Table of Contents

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underlying sales, general and administrative
expenses, underlying operating profit, underlying tax, underlying net profit, free cash flow and underlying diluted earnings per share, they are not defined terms under IFRS or other GAAP and therefore these definitions should be carefully reviewed
and understood by investors. Investors should be aware that their application may vary in practice from other similarly titled measures presented by other companies and therefore these measures may not be fully comparable between companies. In
particular:  

underlying measures are not intended to be a substitute for, or superior to, IFRS measures in the financial statements;  

the usefulness of free cash flow as an indicator of investment value is limited, as such measures are based on historical information;  

the adjusted items are in some cases recurring or could be expected to recur in the future, and we do not represent that these are in any way extraordinary or
outside the normal course of business; and  

some of the items that have been adjusted or excluded from non-GAAP performance measures presented in this Annual Report,


such as integration or restructuring charges, are based on managements judgment, in terms of both classification and estimation. Underlying measures The tables below and opposite
reconcile our underlying measures to the information presented in our consolidated income statement for the current year, and prior year comparatives. Specifically they reconcile underlying gross profit to the heading gross
profit, underlying research and development expenses to the heading total research and development expenses, underlying sales, general and administrative expenses to the heading total sales, general
and administrative expenses, underlying operating profit to the heading operating profit (loss), underlying net profit to the heading profit for the period, underlying tax to the heading
tax and underlying diluted earnings per share to the heading diluted earnings per share. Underlying
diluted earnings per share Underlying diluted earnings per share is calculated as underlying net profit as shown on page 22, divided by the weighted
average number of diluted shares as on page 25. The table on page 25 gives a reconciliation of diluted shares to the diluted shares used in calculating
earnings per share as presented on the consolidated income statement in the financial statements for the three years presented in the income statement. The numbers differ for 2009 and 2008 as in the loss per share calculation presented for those


periods, share options are not dilutive, however they are dilutive for underlying dilutive earnings per share as underlying earnings represented a profit in both these years. There is no
difference in the number of dilutive shares for 2012, 2011, 2010, 2007, 2006, and 2005. Free cash flow Free cash flow is calculated as cash generated by operations (as per the consolidated cash flow statement in the financial statements) less expenditure on tangible
and intangible assets (not including those acquired through acquisition) in the 52 week period (as shown on the cash flow statement). The table on page
25 gives a reconciliation of free cash flow to the heading cash generated by operations as presented on the consolidated cash flow statement here for the three years presented in the cash flow statement. The calculations for
2005, 2006, 2007 and 2008 which are utilised in the Key Performance Indicator section for calculation of free cash flow are performed on a consistent basis.




|                                              |  |                  |         |  |              |  |      |                   |  |  |                    |   |  |                       |          |   |                     |  |          |               |  |  |                 |   |  |              |         |   |  |  |         |   |  |       
|--------------------------------------------- |  | ---------------- | ------- |  | ------------ |  | ---- | ----------------- |  |  | ------------------ | - |  | --------------------- | -------- | - | ------------------- |  | -------- | ------------- |  |  | --------------- | - |  | ------------ | ------- | - |  |  | ------- | - |  | ------
|IFRS to Underlying Profit Reconciliation 2012 |  |                  |         |  |              |  |      |                   |  |  |                    |   |  |                       |         
|52 weeks ended 28 December 2012               |  | GrossProfit$000 |         |  | GrossMargin% |  |      | R & DExpense$000 |  |  | SG & AExpense$000 |   |  | Operatingprofit
$000 |          |   | Profit
b/f tax$000 |  |          | Taxation$000 |  |  | Net Profit$000 |   |  | Diluted EPS$
|                                              |  |                  |         |  |              |  |      |                   | 
|IFRS                                          |  |                  | 509,077 |  |              |  | 49.6 |                   |  |  | (290,346           | ) |  |                       | (237,996 | ) |                     |  | 107,913  |               |  |  | 101,982         |   |  |              | (50,749 | ) |  |  | 51,233  |   |  | 0.25  
|Amortisation of intangibles                   |  |                  | 11,342  |  |              |  | 1.2  |                   |  |  | 3,124              |   |  |                       | 8,266    |   |                     |  | 22,732   |               |  |  | 22,732          |   |  |              | (6,184  | ) |  |  | 16,548  |   |  | 0.08  
|Share based payment charges                   |  |                  |        |  |              |  |     |                   |  |  | 14,894             |   |  |                       | 12,859   |   |                     |  | 27,753   |               |  |  | 27,753          |   |  |              | (4,387  | ) |  |  | 23,366  |   |  | 0.11  
|Integration and restructuring                 |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                       | 27,523   |   |                     |  | 27,523   |               |  |  | 27,523          |   |  |              | (3,523  | ) |  |  | 24,000  |   |  | 0.12  
|Litigation settlement                         |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                       | 15,500   |   |                     |  | 15,500   |               |  |  | 15,500          |   |  |              | (3,798  | ) |  |  | 11,702  |   |  | 0.06  
|Gain on disposal of development operations    |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                       |         |   |                     |  | (127,178 | )             |  |  | (127,178        | ) |  |              | 56,262  |   |  |  | (70,916 | ) |  | (0.35)
|Other operating income                        |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                       | (214     | ) |                     |  | (214     | )             |  |  | (214            | ) |  |              | 52      |   |  |  | (162    | ) |  |      
|Option premium for option on tender offer     |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                       |         |   |                     |  |         |               |  |  | 2,098           |   |  |              | (514    | ) |  |  | 1,584   |   |  | 0.01  
|Unwinding of discount on non-underlying items |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                       |         |   |                     |  |         |               |  |  | 2,330           |   |  |              | (571    | ) |  |  | 1,759   |   |  | 0.01  
|Deferred tax effect of change in UK tax rate  |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                       |         |   |                     |  |         |               |  |  |                |   |  |              | 2,050   |   |  |  | 2,050   |   |  | 0.01  
|Recognition of tax losses brought forward     |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                       |         |   |                     |  |         |               |  |  |                |   |  |              | (8,732  | ) |  |  | (8,732  | ) |  | (0.04)
|Movement on uncertain tax positions           |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                       |         |   |                     |  |         |               |  |  |                |   |  |              | 2,939   |   |  |  | 2,939   |   |  | 0.01  
|Underlying                                    |  |                  | 520,419 |  |              |  | 50.8 |                   |  |  | (272,328           | ) |  |                       | (174,062 | ) |                     |  | 74,029   |               |  |  | 72,526          |   |  |              | (17,155 | ) |  |  | 55,371  |   |  | 0.27  



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Business and financial review





|                                                |  |                  |         |  |              |  |      |                   |  |  |                    |   |  |                            |          |   |                           |  |         |               |  |  |                 |   |  |              |         |   |  |  |         |   |  |       
|----------------------------------------------- |  | ---------------- | ------- |  | ------------ |  | ---- | ----------------- |  |  | ------------------ | - |  | -------------------------- | -------- | - | ------------------------- |  | ------- | ------------- |  |  | --------------- | - |  | ------------ | ------- | - |  |  | ------- | - |  | ------
|IFRS to Underlying Profit Reconciliation 2011   |  |                  |         |  |              |  |      |                   |  |  |                    |   |  |                            |         
|52 weeks ended 30 December 2011                 |  | GrossProfit$000 |         |  | GrossMargin% |  |      | R & DExpense$000 |  |  | SG & AExpense$000 |   |  | Operating(loss)profit$000 |          |   | (Loss) profitb/f tax$000 |  |         | Taxation$000 |  |  | Net Profit$000 |   |  | Diluted EPS$
|                                                |  |                  |         |  |              |  |      |                   | 
|IFRS                                            |  |                  | 384,735 |  |              |  | 45.5 |                   |  |  | (241,763           | ) |  |                            | (191,337 | ) |                           |  | (48,365 | )             |  |  | (51,464         | ) |  |              | 85,330  |   |  |  | 33,866  |   |  | 0.19  
|Amortisation of intangibles                     |  |                  | 8,224   |  |              |  | 1.0  |                   |  |  | 5,525              |   |  |                            | 4,932    |   |                           |  | 18,681  |               |  |  | 18,681          |   |  |              | (5,592  | ) |  |  | 13,089  |   |  | 0.07  
|Fair value adjustment to inventory              |  |                  | 28,187  |  |              |  | 3.3  |                   |  |  |                   |   |  |                            |         |   |                           |  | 28,187  |               |  |  | 28,187          |   |  |              | (10,990 | ) |  |  | 17,197  |   |  | 0.09  
|Share based payment charges                     |  |                  |        |  |              |  |     |                   |  |  | 7,665              |   |  |                            | 6,465    |   |                           |  | 14,130  |               |  |  | 14,130          |   |  |              | 242     |   |  |  | 14,372  |   |  | 0.08  
|Acquisition fees                                |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            | 13,004   |   |                           |  | 13,004  |               |  |  | 13,004          |   |  |              |        |   |  |  | 13,004  |   |  | 0.07  
|Integration and restructuring                   |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            | 33,721   |   |                           |  | 33,721  |               |  |  | 33,721          |   |  |              | (8,554  | ) |  |  | 25,167  |   |  | 0.14  
|Litigation settlement                           |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            | (14,532  | ) |                           |  | (14,532 | )             |  |  | (14,532         | ) |  |              | 5,813   |   |  |  | (8,719  | ) |  | (0.05)
|Patent settlement                               |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            | 6,000    |   |                           |  | 6,000   |               |  |  | 6,000           |   |  |              | (1,590  | ) |  |  | 4,410   |   |  | 0.02  
|De-recognition of contingent consideration      |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            | (1,620   | ) |                           |  | (1,620  | )             |  |  | (1,620          | ) |  |              |        |   |  |  | (1,620  | ) |  | (0.01)
|Unwinding of discount on litigation settlements |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            |         |   |                           |  |        |               |  |  | 2,525           |   |  |              | (669    | ) |  |  | 1,856   |   |  | 0.01  
|Recognition of tax losses brought forward       |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            |         |   |                           |  |        |               |  |  |                |   |  |              | (76,152 | ) |  |  | (76,152 | ) |  | (0.42)
|Loss on close period share buyback              |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            |         |   |                           |  |        |               |  |  | 338             |   |  |              |        |   |  |  | 338     |   |  |      
|Underlying                                      |  |                  | 421,146 |  |              |  | 49.8 |                   |  |  | (228,573           | ) |  |                            | (143,367 | ) |                           |  | 49,206  |               |  |  | 48,970          |   |  |              | (12,162 | ) |  |  | 36,808  |   |  | 0.20  



|                                              |  |                  |         |  |              |  |      |                   |  |  |                    |   |  |                            |          |   |                           |  |        |               |  |  |                 |   |  |              |         |   |  |  |         |   |  |       
|--------------------------------------------- |  | ---------------- | ------- |  | ------------ |  | ---- | ----------------- |  |  | ------------------ | - |  | -------------------------- | -------- | - | ------------------------- |  | ------ | ------------- |  |  | --------------- | - |  | ------------ | ------- | - |  |  | ------- | - |  | ------
|IFRS to Underlying Profit Reconciliation 2010 |  |                  |         |  |              |  |      |                   |  |  |                    |   |  |                            |         
|52 weeks ended 31 December 2010               |  | GrossProfit$000 |         |  | GrossMargin% |  |      | R & DExpense$000 |  |  | SG & AExpense$000 |   |  | Operating(loss)profit$000 |          |   | (Loss) profitb/f tax$000 |  |        | Taxation$000 |  |  | Net Profit$000 |   |  | Diluted EPS$
|                                              |  |                  |         |  |              |  |      |                   | 
|IFRS                                          |  |                  | 376,578 |  |              |  | 47.0 |                   |  |  | (199,927           | ) |  |                            | (182,904 | ) |                           |  | (6,253 | )             |  |  | (5,705          | ) |  |              | 22,331  |   |  |  | 16,626  |   |  | 0.09  
|Amortisation of intangibles                   |  |                  | 5,663   |  |              |  | 0.7  |                   |  |  | 4,980              |   |  |                            | 3,494    |   |                           |  | 14,137 |               |  |  | 14,137          |   |  |              |        |   |  |  | 14,137  |   |  | 0.08  
|Share based payment charges                   |  |                  |        |  |              |  |     |                   |  |  | 5,760              |   |  |                            | 4,062    |   |                           |  | 9,822  |               |  |  | 9,822           |   |  |              | 2,586   |   |  |  | 12,408  |   |  | 0.07  
|Acquisition fees                              |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            | 397      |   |                           |  | 397    |               |  |  | 397             |   |  |              | (57     | ) |  |  | 340     |   |  |      
|Integration and restructuring                 |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            | 1,085    |   |                           |  | 1,085  |               |  |  | 1,085           |   |  |              | (293    | ) |  |  | 792     |   |  |      
|Litigation settlement                         |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            | 59,788   |   |                           |  | 59,788 |               |  |  | 59,788          |   |  |              | (14,792 | ) |  |  | 44,996  |   |  | 0.25  
|Recognition of tax losses brought forward     |  |                  |        |  |              |  |     |                   |  |  |                   |   |  |                            |         |   |                           |  |       |               |  |  |                |   |  |              | (11,928 | ) |  |  | (11,928 | ) |  | (0.06)
|Underlying                                    |  |                  | 382,241 |  |              |  | 47.7 |                   |  |  | (189,187           | ) |  |                            | (114,078 | ) |                           |  | 78,976 |               |  |  | 79,524          |   |  |              | (2,153  | ) |  |  | 77,371  |   |  | 0.43  



|                                                                                             |  |                                |             |  |                                |  |             |                                |  |            
|-------------------------------------------------------------------------------------------- |  | ------------------------------ | ----------- |  | ------------------------------ |  | ----------- | ------------------------------ |  | -----------
|Weighted Average Shares                                                                      |  |                                |             |  |                                |  |             |                               
|                                                                                             |  | 52 weeks ended28 December 2012 |             |  | 52 weeks ended30 December 2011 |  |             | 52 weeks ended31 December 2010
|                                                                                             |  | Number of shares               |             |  | Number of shares               |  |             | Number of shares              
|Weighted average number of shares used in diluted earnings per share calculations            |  |                                | 203,231,504 |  |                                |  | 181,393,972 |                                |  | 181,033,874
|Effect of dilutive potential ordinary shares  share options                                 |  |                                |            |  |                                |  |            |                                |  |           
|Weighted average number of shares used in underlying diluted earnings per share
calculations |  |                                | 203,231,504 |  |                                |  | 181,393,972 |                                |  | 181,033,874



|                                          |  |                                     |  |                                     |  |                                    
|----------------------------------------- |  | ----------------------------------- |  | ----------------------------------- |  | -----------------------------------
|Free Cash Flow                            |  |                                     |  |                                     |  |                                    
|                                          |  | 52 weeks ended28 December 2012$000 |  | 52 weeks ended30 December 2011$000 |  | 52 weeks ended31 December 2010$000
|Cash generated by operations              |  | 77,937                              |  | 16,153                              |  | 70,579                             
|Less:                                     |  |                                     |  |                                     |  |                                    
|Purchase of property, plant and equipment |  | (12,019)                            |  | (14,573)                            |  | (7,750)                            
|Purchase of intangible assets             |  | (13,610)                            |  | (4,245)                             |  | (6,771)                            
|Free cash flow                            |  | 52,308                              |  | (2,665)                             |  | 56,058                             



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##### Table of Contents

Business and financial review

continued



Financial Review The tables below presents revenue, cost of sales, underlying cost of sales, gross profit, underlying gross profit, total research and development expenses,
underlying research and development expenses, total sales, general and administrative expenses, underlying sales, general and administrative expenses, operating profit/(loss) and underlying operating profit, all in absolute terms and as a percentage
of revenue, for 2012, 2011 and 2010. Revenue Our revenue in 2012 increased to $1,025.4 million, representing a 21% increase on 2011 revenue ($845.2 million). This comprised $661.1 million (or 65%) from our Core business and $364.3 million (or 35%)
from Legacy. Of the 2012 revenue, our platform products accounted for 60% (2011: 49%).


Of the overall increase in revenue, approximately $301 million was due to the inclusion of the Zoran business for the
full year. Excluding the contribution from Zoran, revenue fell by 1%. The main movements were due to growth in Voice & Music, offset by falling revenue in Legacy handset and Consumer gaming products. 2012 revenues were impacted by
continuing decline in the PND market, which reduced the growth in the aggregate Auto segment. Details of the movement in revenue are described further in the segmental analysis section on pages 19 to 21. Volume weighted average selling prices increased by approximately 8% year-on-year, predominantly due to the full year inclusion of the Zoran business, which has
higher average selling prices. We anticipate that the forecast decline in revenues from Legacy, which has a relatively lower selling price for its products, will cause the volume weighted average selling price to continue to increase. For individual
products, the trend of declining average selling prices as products mature is well established in our industry, and we expected this trend to continue. To mitigate this decline, we are investing in a combination of new products (which can
command higher prices for new innovative features), and we expect


an increased demand for certain of our products due to market growth and customer wins. Our
revenue in 2011 increased to $845.2 million, representing a 5.6% increase on 2010 revenue ($800.6 million). In August 2011, we acquired Zoran, which contributed $111.4 million to reported revenue for four months. Had Zoran been acquired on
the first day of 2011, it would have contributed a total of $340.4 million of revenue in the year. Excluding the contribution from Zoran, revenues fell by 8.3%, which was due to a combination of declines in PND (within the Automotive business area)
and Handset (within the Legacy business group) revenues, which were partially offset by growth in the Voice & Music segment. Geographical
analysis We operate in four principal geographic areas  Asia, the Americas (including the USA), the rest of Europe, and the UK. The table on page 27 provides, for the periods indicated, our revenue from external customers by
geographical location, on the basis of customers manufacturing location. Major Customers In 2012 the proportion of revenue derived
from our top ten customers fell to 40% from 46% in 2011 (2010: 50%).






|                                                      |  |                  |         |  |             |  |       |                 |  |  |             |   |  |                             |       |   |         |  |       |  |  |  |        |  
|----------------------------------------------------- |  | ---------------- | ------- |  | ----------- |  | ----- | --------------- |  |  | ----------- | - |  | --------------------------- | ----- | - | ------- |  | ----- |  |  |  | ------ | -
|                                                      |  | 2012             |         |  | 2011        |  |       |                 |  |  |             |  
|                                                      |  | Amount
$ million |         |  | % ofRevenue |  |       | Amount$ million |  |  | % ofRevenue |   |  | Increase(decrease)$ million |       |   | %change | 
|                                                      |  |                  |         |  |             | 
|Revenue                                               |  |                  | 1,025.4 |  |             |  | 100.0 |                 |  |  | 845.2       |   |  |                             | 100.0 |   |         |  | 180.2 |  |  |  | 21.3   |  
|Cost of sales                                         |  |                  | 516.3   |  |             |  | 50.4  |                 |  |  | 460.4       |   |  |                             | 54.5  |   |         |  | 55.9  |  |  |  | 12.1   |  
|Underlying cost of sales                              |  |                  | 505.0   |  |             |  | 49.2  |                 |  |  | 424.0       |   |  |                             | 50.2  |   |         |  | 81.0  |  |  |  | 19.1   |  
|Gross profit                                          |  |                  | 509.1   |  |             |  | 49.6  |                 |  |  | 384.8       |   |  |                             | 45.5  |   |         |  | 124.3 |  |  |  | 32.3   |  
|Underlying gross profit                               |  |                  | 520.4   |  |             |  | 50.8  |                 |  |  | 421.2       |   |  |                             | 49.8  |   |         |  | 99.2  |  |  |  | 23.6   |  
|Research and development expenses                     |  |                  | 290.4   |  |             |  | 28.3  |                 |  |  | 241.8       |   |  |                             | 28.6  |   |         |  | 48.6  |  |  |  | 20.1   |  
|Underlying Research and development expenses          |  |                  | 272.3   |  |             |  | 26.6  |                 |  |  | 228.6       |   |  |                             | 27.0  |   |         |  | 43.7  |  |  |  | 19.1   |  
|Sales, general and administrative expenses            |  |                  | 238.0   |  |             |  | 23.2  |                 |  |  | 191.4       |   |  |                             | 22.6  |   |         |  | 46.6  |  |  |  | 24.3   |  
|Underlying sales, general and administrative expenses |  |                  | 174.1   |  |             |  | 17.0  |                 |  |  | 143.4       |   |  |                             | 17.0  |   |         |  | 30.7  |  |  |  | 21.4   |  
|Gain on disposal of development operations            |  |                  | 127.2   |  |             |  | 12.4  |                 |  |  |            |   |  |                             |      |   |         |  | 127.2 |  |  |  | n/m    |  
|Operating profit (loss)                               |  |                  | 107.9   |  |             |  | 10.5  |                 |  |  | (48.4       | ) |  |                             | (5.7  | ) |         |  | 156.3 |  |  |  | (322.9 | )
|Underlying operating profit                           |  |                  | 74.0    |  |             |  | 7.2   |                 |  |  | 49.2        |   |  |                             | 5.8   |   |         |  | 24.8  |  |  |  | 50.4   |  



|                                                      |  |                 |       |   |             |  |       |                 |  |  |             |   |  |                             |       |   |          |  |       |   |  |  |       |  
|----------------------------------------------------- |  | --------------- | ----- | - | ----------- |  | ----- | --------------- |  |  | ----------- | - |  | --------------------------- | ----- | - | -------- |  | ----- | - |  |  | ----- | -
|                                                      |  | 2011            |       |   | 2010        |  |       |                 |  |  |             |  
|                                                      |  | Amount$ million |       |   | % ofRevenue |  |       | Amount$ million |  |  | % ofRevenue |   |  | Increase(decrease)$ million |       |   | %
change | 
|                                                      |  |                 |       |   |             | 
|Revenue                                               |  |                 | 845.2 |   |             |  | 100.0 |                 |  |  | 800.6       |   |  |                             | 100.0 |   |          |  | 44.6  |   |  |  | 5.6   |  
|Cost of sales                                         |  |                 | 460.4 |   |             |  | 54.5  |                 |  |  | 424.0       |   |  |                             | 53.0  |   |          |  | 36.4  |   |  |  | 8.6   |  
|Underlying cost of sales                              |  |                 | 424.0 |   |             |  | 50.2  |                 |  |  | 418.4       |   |  |                             | 52.3  |   |          |  | 5.6   |   |  |  | 1.3   |  
|Gross profit                                          |  |                 | 384.8 |   |             |  | 45.5  |                 |  |  | 376.6       |   |  |                             | 47.0  |   |          |  | 8.2   |   |  |  | 2.2   |  
|Underlying gross profit                               |  |                 | 421.2 |   |             |  | 49.8  |                 |  |  | 382.2       |   |  |                             | 47.7  |   |          |  | 39.0  |   |  |  | 10.2  |  
|Research and development expenses                     |  |                 | 241.8 |   |             |  | 28.6  |                 |  |  | 199.9       |   |  |                             | 25.0  |   |          |  | 41.9  |   |  |  | 21.0  |  
|Underlying Research and development expenses          |  |                 | 228.6 |   |             |  | 27.0  |                 |  |  | 189.2       |   |  |                             | 23.6  |   |          |  | 39.4  |   |  |  | 20.8  |  
|Sales, general and administrative expenses            |  |                 | 191.4 |   |             |  | 22.6  |                 |  |  | 182.9       |   |  |                             | 22.8  |   |          |  | 8.5   |   |  |  | 4.6   |  
|Underlying sales, general and administrative expenses |  |                 | 143.4 |   |             |  | 17.0  |                 |  |  | 114.1       |   |  |                             | 14.3  |   |          |  | 29.3  |   |  |  | 25.7  |  
|Operating loss                                        |  |                 | (48.4 | ) |             |  | (5.7  | )               |  |  | (6.3        | ) |  |                             | (0.8  | ) |          |  | (42.1 | ) |  |  | 668.3 |  
|Underlying operating profit                           |  |                 | 49.2  |   |             |  | 5.8   |                 |  |  | 78.9        |   |  |                             | 9.9   |   |          |  | (29.7 | ) |  |  | (37.6 | )



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|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Business and financial review



Recent acquisitions as well as growth in certain Automotive and Voice & Music products, where there are a higher
proportion of smaller customers, have brought increased diversity to our customer base and has continued to reduce our dependency on a small number of key customers. Sales to our single largest customer accounted for approximately 11% of revenue (approximately $113.9 million) in 2012, compared to 10% of revenue (approximately $87.3 million) in 2011 and 14% of revenue
($115.2 million) in 2010. In 2012, 2011 and 2010, only our largest customer exceeded 10% of revenue in the period. In 2012, revenue from our top
five customers represented 30% of total revenue, as compared to 38% in 2011 and 42% in 2010. Gross Profit In 2012, our gross margin, which
is the ratio of gross profit to revenue increased to 49.6% from 45.5% in 2011 (where gross profit is revenue less, (a) cost of sales, which consists of the production cost of our semiconductor chips, inventory provision charges, warranty costs,
and distribution costs, (b) amortisation of intangible assets and (c) any fair value adjustment to inventory). In absolute terms, gross profit increased from $384.8 million in 2011 to $509.1 million in 2012, an increase of 32%. Gross profit in 2012 is stated after charging $11.3 million of amortisation of intangible assets (2011: $8.2 million), which were recognised on the
acquisitions of Zoran in 2011 and SiRF in 2009 and related to developed products which are being sold. Excluding these charges, the underlying gross margin for 2012 was 50.8%. In 2011, our gross margin, decreased to 45.5%, from 47.0% in 2010. In absolute terms, gross profit increased from $376.6 million in 2010 to $384.8 million in 2011, an increase of 2.2%.


Gross profit in 2011 reflected $28.2 million of fair value adjustments to inventory, which represented the
release of the uplift on acquisition to the Zoran inventory from cost to fair value, and after charging $8.2 million of amortisation of intangible assets (2010: $5.7 million), which were recognised on the acquisitions of Zoran in 2011 and SiRF
in 2009 and related to developed products which are being sold. Excluding these charges, the underlying gross margin for 2011 was 49.8%. The increase in
underlying gross margin from 49.8% in 2011 to 50.8% in 2012 reflected changes in the overall mix away from handsets towards the Automotive and Voice & Music segments, which have higher gross margins. Research and Development R&D is further broken down into underlying research and development, share-based payment charges and amortisation of
acquired intangible assets. Underlying R&D consists primarily of staff costs, engineering costs and depreciation. The table on page 28 sets forth the primary components of R&D expenses during 2012 and 2011. In 2012, R&D costs were $290.4 million, a 20% increase from the $241.8 million in 2011. Underlying R&D expenditure in 2012 was $272.3 million, an increase of 19% compared to $228.6 million in 2011. The increase was mainly due to the inclusion for a full 12 months of R&D headcount and
cost base acquired as part of the Zoran acquisition which completed in the third quarter of 2011, partially offset by the discontinuation of investment in digital television systems-on-a-chip and silicon tuners. The Samsung transaction resulted in
the transfer of 288 staff from R&D and the associated discontinuation of further investment in handset connectivity and handset location development.


The Samsung transaction and the completion of restructuring programmes announced in 2011, led to a decrease in
R&D headcount for 2012 to 1,430 from 1,979 in 2011. However, the average 2012 headcount of 1,654 was higher than in 2011, due to the inclusion of employees acquired from the Zoran acquisition for the whole of 2012, compared to four months in
2011. Share-based payment charges increased by $7.3 million from 2011 to 2012, due to additional grants and the change in fair value caused by the
increase in the Companys share price. Amortisation of acquired intangibles fell compared to 2011, since assets acquired in historic acquisitions
became fully amortised in the year. The table on page 28 outlines the primary components of R&D expenses during 2011 and 2010. In 2011, R&D costs were $241.8 million, a 21.0% increase from $199.9 million in 2010. Underlying R&D expenditure in 2011 was $228.6 million, an increase of 22% compared to $189.2 million in 2010. This increase was mainly due to the
inclusion of Zoran R&D costs of $33.0 million following the acquisition. The acquisition of Zoran led to average R&D headcount increasing to
1,422 in 2011 from 1,052 in 2010. Combined R&D headcount at completion of our acquisition of Zoran was 1,997, which had fallen to 1,979 by the end of 2011 due to the implementation of cost reduction initiatives announced at the time of the
acquisition of Zoran.






|                                 |  |                                         |         |  |                                         |  |       |                                         |  |  |       | 
|-------------------------------- |  | --------------------------------------- | ------- |  | --------------------------------------- |  | ----- | --------------------------------------- |  |  | ----- | 
|Geographical Analysis of Revenue |  |                                         |         |  |                                         |  |       |                                         | 
|                                 |  | 52 weeks ended28 December 2012$ million |         |  | 52 weeks ended30 December 2011$ million |  |       | 52 weeks ended31 December 2010$ million | 
|Asia                             |  |                                         | 903.1   |  |                                         |  | 695.0 |                                         |  |  | 591.5 | 
|The Americas (including USA)     |  |                                         | 83.0    |  |                                         |  | 89.5  |                                         |  |  | 92.3  | 
|Rest of Europe                   |  |                                         | 39.1    |  |                                         |  | 60.5  |                                         |  |  | 110.2 | 
|UK                               |  |                                         | 0.2     |  |                                         |  | 0.2   |                                         |  |  | 6.6   | 
|                                 |  |                                         | 1,025.4 |  |                                         |  | 845.2 |                                         |  |  | 800.6 | 



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##### Table of Contents

Business and

financial review

continued



Share-based payment charges increased by $2.0
million in 2011, mainly due to the acquisition of Zoran. The increase in amortisation of acquired intangible assets was due to the assets recognised on
the acquisition of Zoran. Sales, General & Administrative Sales, General & Administrative (SG&A) consists of total
sales, general and administrative expenses; which we break down further into underlying sales, general and administrative expenses, amortisation of acquired intangible assets, share-based payment charges, acquisition related fees, patent settlement,
integration and restructuring expenses and litigation dispute settlement costs, net of litigation settlement income and de-recognition of contingent consideration. Sales, general and administrative costs in 2012 were $238.0 million, representing a 24% increase from $191.4 million in 2011. The principal reasons for this increase were:  

the inclusion, during 2012, of a full year of underlying expenses acquired with the Zoran acquisition compared to the four months after acquisition in 2011;  

restructuring costs decreased by $6.2 million compared to 2011, representing the completion of restructuring and integration activity


following the Zoran acquisition, offset by new activity arising following the Samsung transaction; costs include $2.3 million impairment of certain capitalized licensing agreements;  

amortisation of acquired intangible assets increased during 2012 to $8.3 million from $4.9 million in 2011 due to the full year inclusion of amortisation from
the assets acquired with Zoran;  

no further acquisition fees arose on the Zoran transaction during 2012;  

patent settlement costs increased by $9.5 million, as a result of two comprehensive settlements of outstanding litigation. There was no litigation income in 2012
(2011: $14.5 million);  

increased employee incentive costs arising in 2012; and  

a $6.3 million increase in share-based payment charges from 2011 to 2012, due to additional grants and the change in fair value due to increases in the
Companys share price. Underlying sales, general and administrative expenses were $174.1 million, representing a 21%
increase compared to 2011 underlying sales, general and administrative expenses of $143.4 million. This increase was as a result of the increase in Zoran expenses, and the increased employee incentive costs. Closing SG&A headcount fell from 966 at the end of 2011 to 687 as at 28 December 2012, largely due to restructuring activity following the Zoran
acquisition and the transfer of 23 SG&A staff to Samsung. However the average headcount in the year at 820 was higher for all of 2012 than 2011 (611), due to the inclusion of staff acquired from Zoran.


Sales, general and administrative costs in 2011 were $191.4 million, representing a 5% increase from $182.9 million
in 2010. This increase reflected the inclusion of $30.8 million of Zoran underlying expenses (other Zoran expenses are mainly included within the integration and restructuring costs of $33.7 million as they related to the restructuring) for the
period post the acquisition, integration costs of $33.7 million, acquisition related fees of $13.0 million and patent settlement costs of $6.0 million. These more than offset the de-recognition of contingent consideration (associated with the
aptX aquisition) of $1.6 million as milestones were not met, the year on year reduction resulting from the 2010 litigation settlement charge of $59.8 million, which was the result of the comprehensive settlement of all outstanding litigation
with Broadcom Corporation and following our legal settlement with Broadcom Corporation, announced on 11 January 2011, we negotiated a legal recovery of $14.5 million from a third party in our favour. No further recoveries in favour of CSR in
respect of the Broadcom settlement are anticipated. Integration and restructuring charges in 2010 of $1.1 million related to the closure of our
Stockholm office in the fourth quarter of 2010, and mainly represented employee severance costs. Underlying sales, general and administrative expenses
were $143.4 million in 2011; representing a 26% increase compared to 2010 underlying sales, general and administrative expenses of $114.1 million. This increase was as a result of the Zoran expenses mentioned above of $30.8 million, which
more than offset the lower litigation costs following the settlement of the Broadcom litigation at the end of 2010. Headcount






|                                           |  |                 |       |  |             |  |      |                 |  |  |             |  |  |                   |      |  |         |  |      |   |  |  |       |  
|------------------------------------------ |  | --------------- | ----- |  | ----------- |  | ---- | --------------- |  |  | ----------- |  |  | ----------------- | ---- |  | ------- |  | ---- | - |  |  | ----- | -
|                                           |  | 2012            |       |  | 2011        |  |      | 2012 vs. 2011   | 
|Research and development 2012/2011         |  | Amount$ million |       |  | % ofRevenue |  |      | Amount$ million |  |  | % ofRevenue |  |  | Increase$ million |      |  | %change | 
|Underlying research and development        |  |                 | 272.3 |  |             |  | 26.6 |                 |  |  | 228.6       |  |  |                   | 27.0 |  |         |  | 43.7 |   |  |  | 19.1  |  
|Share-based payment charges                |  |                 | 15.0  |  |             |  | 1.5  |                 |  |  | 7.7         |  |  |                   | 0.9  |  |         |  | 7.3  |   |  |  | 94.8  |  
|Amortisation of acquired intangible assets |  |                 | 3.1   |  |             |  | 0.3  |                 |  |  | 5.5         |  |  |                   | 0.7  |  |         |  | (2.4 | ) |  |  | (43.6 | )
|Total                                      |  |                 | 290.4 |  |             |  | 28.3 |                 |  |  | 241.8       |  |  |                   | 28.6 |  |         |  | 48.6 |   |  |  | 20.1  |  



|                                           |  |                 |       |  |             |  |      |                 |  |  |             |  |  |                             |      |  |         |  |      |  |  |  |      | 
|------------------------------------------ |  | --------------- | ----- |  | ----------- |  | ---- | --------------- |  |  | ----------- |  |  | --------------------------- | ---- |  | ------- |  | ---- |  |  |  | ---- | 
|                                           |  | 2011            |       |  | 2010        |  |      | 2011 vs. 2010   | 
|Research and development 2011/2010         |  | Amount$ million |       |  | % ofRevenue |  |      | Amount$ million |  |  | % ofRevenue |  |  | Increase(decrease)$ million |      |  | %change | 
|Underlying research and development        |  |                 | 228.6 |  |             |  | 27.0 |                 |  |  | 189.2       |  |  |                             | 23.6 |  |         |  | 39.4 |  |  |  | 20.8 | 
|Share-based payment charges                |  |                 | 7.7   |  |             |  | 0.9  |                 |  |  | 5.7         |  |  |                             | 0.8  |  |         |  | 2.0  |  |  |  | 35.1 | 
|Amortisation of acquired intangible assets |  |                 | 5.5   |  |             |  | 0.7  |                 |  |  | 5.0         |  |  |                             | 0.6  |  |         |  | 0.5  |  |  |  | 10.0 | 
|Total                                      |  |                 | 241.8 |  |             |  | 28.6 |                 |  |  | 199.9       |  |  |                             | 25.0 |  |         |  | 41.9 |  |  |  | 21.0 | 



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|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Business and financial review



|                                                                          |  |                |       |   |             |  |      |                |  |  |             |   |  |                            |      |   |         |  |       |   |  |  |        |  
|------------------------------------------------------------------------- |  | -------------- | ----- | - | ----------- |  | ---- | -------------- |  |  | ----------- | - |  | -------------------------- | ---- | - | ------- |  | ----- | - |  |  | ------ | -
|The following table presents the components of SG&A during 2012 and 2011: |  |                |       |   |            
|                                                                          |  | 2012           |       |   | 2011        |  |      | 2012 vs. 2011  | 
|                                                                          |  | Amount$million |       |   | % ofRevenue |  |      | Amount$million |  |  | % ofRevenue |   |  | Increase(decrease)$million |      |   | %change | 
|Sales, general and administrative                                         |  |                |       |   |             |  |      |                |  |  |             |   |  |                            |      |   |         |  |       |   |  |  |        |  
|Underlying sales, general and administrative expenses                     |  |                | 174.1 |   |             |  | 17.0 |                |  |  | 143.4       |   |  |                            | 17.0 |   |         |  | 30.7  |   |  |  | 21.4   |  
|Amortisation of acquired intangible assets                                |  |                | 8.3   |   |             |  | 0.8  |                |  |  | 4.9         |   |  |                            | 0.6  |   |         |  | 3.4   |   |  |  | 69.4   |  
|Share-based payment charges                                               |  |                | 12.8  |   |             |  | 1.2  |                |  |  | 6.5         |   |  |                            | 0.8  |   |         |  | 6.3   |   |  |  | 96.9   |  
|Integration and restructurings                                            |  |                | 27.5  |   |             |  | 2.7  |                |  |  | 33.7        |   |  |                            | 4.0  |   |         |  | (6.2  | ) |  |  | (18.4  | )
|Acquisition-related fees                                                  |  |                |      |   |             |  |     |                |  |  | 13.0        |   |  |                            | 1.5  |   |         |  | (13.0 | ) |  |  | (100.0 | )
|Patent & Litigation settlement                                            |  |                | 15.5  |   |             |  | 1.5  |                |  |  | 6.0         |   |  |                            | 0.7  |   |         |  | 9.5   |   |  |  | 158.3  |  
|Litigation settlement income                                              |  |                |      |   |             |  |     |                |  |  | (14.5       | ) |  |                            | (1.7 | ) |         |  | 14.5  |   |  |  | (100.0 | )
|De-recognition of contingent consideration                                |  |                |      |   |             |  |     |                |  |  | (1.6        | ) |  |                            | (0.2 | ) |         |  | 1.6   |   |  |  | (100.0 | )
|Other operating income                                                    |  |                | (0.2  | ) |             |  |     |                |  |  |            |   |  |                            |     |   |         |  | (0.2  | ) |  |  | n/m    |  
|Total                                                                     |  |                | 238.0 |   |             |  | 23.2 |                |  |  | 191.4       |   |  |                            | 22.6 |   |         |  | 46.6  |   |  |  | 24.3   |  



|                                                                          |  |                 |       |   |             |  |      |                 |  |  |             |  |  |                             |      |  |          |  |       |   |  |  |         |  
|------------------------------------------------------------------------- |  | --------------- | ----- | - | ----------- |  | ---- | --------------- |  |  | ----------- |  |  | --------------------------- | ---- |  | -------- |  | ----- | - |  |  | ------- | -
|The following table presents the components of SG&A during 2011 and 2010: |  |                 |       |   |             |  |      |                 | 
|                                                                          |  | 2011            |       |   | 2010        |  |      | 2011 vs. 2010   | 
|                                                                          |  | Amount$ million |       |   | % ofRevenue |  |      | Amount$ million |  |  | % ofRevenue |  |  | Increase(decrease)$ million |      |  | %
change | 
|Sales, general and administrative                                         |  |                 |       |   |             |  |      |                 |  |  |             |  |  |                             |      |  |          |  |       |   |  |  |         |  
|Underlying sales, general and administrative expenses                     |  |                 | 143.4 |   |             |  | 17.0 |                 |  |  | 114.1       |  |  |                             | 14.3 |  |          |  | 29.3  |   |  |  | 25.7    |  
|Amortisation of acquired intangible assets                                |  |                 | 4.9   |   |             |  | 0.6  |                 |  |  | 3.5         |  |  |                             | 0.4  |  |          |  | 1.4   |   |  |  | 40.0    |  
|Share-based payment charges                                               |  |                 | 6.5   |   |             |  | 0.8  |                 |  |  | 4.0         |  |  |                             | 0.5  |  |          |  | 2.5   |   |  |  | 62.5    |  
|Integration and restructuring                                             |  |                 | 33.7  |   |             |  | 4.0  |                 |  |  | 1.1         |  |  |                             | 0.1  |  |          |  | 32.6  |   |  |  | 2,963.6 |  
|Litigation settlement                                                     |  |                 |      |   |             |  |     |                 |  |  | 59.8        |  |  |                             | 7.5  |  |          |  | (59.8 | ) |  |  | (100.0  | )
|Acquisition-related fees                                                  |  |                 | 13.0  |   |             |  | 1.5  |                 |  |  | 0.4         |  |  |                             |     |  |          |  | 12.6  |   |  |  | 3,150.0 |  
|Patent settlement                                                         |  |                 | 6.0   |   |             |  | 0.7  |                 |  |  |            |  |  |                             |     |  |          |  | 6.0   |   |  |  | n/m     |  
|Litigation settlement income                                              |  |                 | (14.5 | ) |             |  | (1.7 | )               |  |  |            |  |  |                             |     |  |          |  | (14.5 | ) |  |  | n/m     |  
|De-recognition of contingent consideration                                |  |                 | (1.6  | ) |             |  | (0.2 | )               |  |  |            |  |  |                             |     |  |          |  | (1.6  | ) |  |  | n/m     |  
|Total                                                                     |  |                 | 191.4 |   |             |  | 22.6 |                 |  |  | 182.9       |  |  |                             | 22.8 |  |          |  | 8.5   |   |  |  | 4.6     |  



increased to an average of 611 in 2011 from the 2010 average headcount of 422, with the majority of the growth coming
from the acquisition of Zoran. Combined SG&A headcount immediately following the Zoran acquisition was 1,276, although this had fallen to 966 by the end of 2011 as a result of the implementation of cost saving programmes. Gain on Disposal On 4 October 2012, we completed the Samsung transaction, namely the transfer of our handset connectivity and handset location
development operations to Samsung, for cash consideration of $310 million. The transaction included the transfer of 311 employees in addition to rights over certain of our connectivity and location technology for handsets and the transfer of 21 US
patents including their respective international counterparts. A gain of $127.2 million has been recorded as a result of this transaction, which is disclosed as part of continuing operations. See note 38 in the notes to the consolidated financial
statements for further details.


Operating ResultOperating profit for 2012 was $107.9 million compared to a loss of
$48.4 million in 2011. This increase was mainly driven by the profit derived from the Samsung transaction of $127.2 million, the full year impact of revenue and costs following the Zoran acquisition, and the other changes in gross margin,
R&D expenditure and SG&A cost described above. The operating margin in 2012 (including the operating expense items noted above) was a profit of
10.5% compared to a loss of 5.7% in 2011. Underlying operating profit for 2012 was $74.0 million compared to $49.2 million for 2011. The underlying
operating margin for 2012 was 7.2% compared to 5.8% in 2011. The operating loss for 2011 was $48.4 million compared to a loss of $6.3 million in 2010.
The increased loss was primarily the result of the costs relating to the acquisition of Zoran; as well as the inclusion of the loss for the Zoran businesses for the period post acquisition.


Investment income Our investment income primarily represents interest earned on our cash and cash
equivalents and treasury deposits. During 2012, we had a monthly average of $320.7 million in cash, cash equivalents and treasury deposits, which represented a decrease of 11% from the monthly average of $361.8 million in 2011. Average cash holdings
in 2012 were generally lower than in 2011 due to the cash outflow on the acquisition Zoran in August 2011. During 2012 the impact of cash inflows from the Samsung transaction in October were mostly offset by the completion of the tender offer in
November and therefore did not significantly impact the average calculation. Investment income fell to $1.2 million in 2012 compared to
$1.6 million in 2011, due to lower returns from treasury deposits. In 2011 investment income increased to $1.6 million compared to
$0.8 million in 2010.






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continued



Finance costs, exchange gains and losses
and other gains and lossesFinance costs consist of interest expense and similar charges and unwinding of discounts on financial assets and liabilities. Exchange losses relate to foreign exchange losses on cash positions held by the Group.
Other gains and losses consist of changes in the fair value of investments designated as fair value through profit or loss on initial recognition. In total these costs amounted to $7.1 million in 2012, an increase of $2.4 million compared to
$4.7 million in 2011. This increase was driven by premium on options taken out to hedge against foreign currency movement as part of the tender offer. In 2011 our finance costs, exchange losses and other gains and losses amounted to $4.7 million, compared to $0.2 million in 2010. The main reason for the increase was the unwinding of the litigation discount
and movements in foreign exchange. Taxation The tax charge for 2012 was $50.7 million, compared to a credit of $85.3 million in 2011.
This results in an effective tax rate of 49.8% for the year (2011: (166%)). The charge arises mainly from the disposal of the handset connectivity and
handset location business to Samsung, with a total charge of $56.3 million resulting from this transaction. This charge on the Samsung transaction is high as a percentage of the accounting profit (44.3%) primarily due to the goodwill being
disposed of not being tax deductible. Excluding the profit on this transaction, the effective tax rate was 22.6%. The underlying effective tax rate for
2012 was 23.6%, which differed from the average UK statutory rate of 24.5% due mainly to a reduction as a result of UK R&D tax credits, counterbalanced by the impact of US profits being taxed at a higher rate.


The underlying effective tax rate excludes the tax impacts of items not included within our underlying profit before
tax measure. It also excludes the impact of tax rate changes on our deferred tax assets, the movement in uncertain tax positions in the year and changes to deferred tax assets due to additional loss (or other temporary difference) recognition or
de-recognition. The tax credit for 2011 was $85.3 million, compared to a credit of $22.3 million in 2010. The credit mainly resulted from the
recognition of deferred tax assets related to losses and other temporary differences. This included $16 million in respect of the previously unrecognised losses acquired with Cambridge Positioning Systems Limited in 2007, which were agreed with
HMRC, the UK tax authority, in 2011 and $62 million in respect of US losses and temporary timing differences (which had originally arisen in the SiRF and Zoran businesses) which have been recognised following a review of the Groups future
profitability after the discontinuance of investment in low-margin areas of digital television system-on-a-chip and silicon tuners. There was also a $6.9 million R&D tax credit in the UK which will result in additional UK tax losses which
will be carried forward against future years profits. The underlying effective tax rate for 2011 was 24.5%, which differed from the average UK
statutory rate of 26.5% due mainly to the additional deduction for the R&D tax credit ($6.9 million  14%), the impact of higher tax rates on our US profits and the impact of the unrecognised deferred tax asset on Israeli losses in the
period as described above. Profit for the periodWe recorded a profit of $51.2 million in 2012, compared to a profit of $33.9 million in
2011. This increase was mainly due to the profit arising from the improved gross margin performance and profit from the Samsung transaction of $127.2 million, both mentioned above, partially offset by costs of restructuring activity undertaken
during the year and the move from a tax credit in 2011 to a charge of $50.7 million in 2012. Underlying profit for the period increased to $55.4 million
in 2012 from $36.8 million in 2011. We recorded a profit of $33.9 million in 2011, compared to a profit of


$16.6 million in 2010. This increase in our profit was mainly due to the recognition of tax assets, which more than offset the increase in our loss before tax. Underlying profit decreased to
$36.8 million in 2011 from $77.4 million in 2010. Earnings per shareBasic and diluted earnings per share were $0.26 and
$0.25 respectively for 2012, compared to basic and diluted earnings per share of $0.19 for 2011. Underlying diluted earnings per share for 2012 was $0.27 per share, an increase of 35%, compared to $0.20 per share for 2011. The major factor leading to an increase in the basic and diluted earnings per share in 2012 compared to 2011 was the increased operating profit during the year, the
movement in taxation both as described above, and a reduction in the volume of shares following the tender offer and share buy-backs completed during the year. GoodwillGoodwill of $181.9 million as of 28 December 2012 represents the remaining goodwill that arose from historic acquisitions less cumulative impairments and disposals. In 2012
$151.5 million of goodwill relating to handsets location and connectivity was disposed of in the year as part of the Samsung transaction (see note 38 in the notes to the consolidated financial statements for more details). The annual impairment review conducted in respect of 2012 did not lead to any impairment of the goodwill balance. For further discussion of the goodwill impairment
review see note 16 in the notes to the consolidated financial statements. Fixed assets (other intangible assets and property, plant and
equipment) Fixed assets at 28 December 2012 were $147.0 million compared to $162.2 million as at 30 December 2011. Intangible assets of $120.7 million (2011: $127.7 million) included the net book value of purchased developed technology of $41.8, million (2011: $51.7
million); our software licences and purchased intellectual property of $37.8 million (2011: $23.7 million) and customer relationships of $29.6
million (2011: $37.4 million). The net book value of intangibles decreased during the year






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due to amortization exceeding the cost of new assets. Tangible fixed assets of $26.3 million
(2011: $34.5 million). Depreciation of $18.4 million exceeded additions of $12.0 million. The majority of the balance of our tangible fixed assets is made up of test equipment and IT equipment in which we continued to invest during 2012 to support
the development and growth of the Group. Intangible assets of $3.4 million, and tangible fixed assets of $3.1 million were disposed as part of the
Samsung transaction. Deferred tax assetThe decrease in the deferred tax asset to $89.2 million at 28 December 2012 from $118.4
million at 30 December 2011 is mainly due to the utilization of tax losses in the US and the UK against business profits and profit on the Samsung transaction. Long term assetAs part of the Samsung transaction, $31 million was placed into escrow to be used to meet warranty claims, within 36 months of completion. As at 28 December 2012 no such claims
had been received. InventoriesInventories at 28 December 2012 stood at $87.8 million, a 27% decrease from $120.3 million
at 30 December 2011 and represents 64 inventory days (2011: 94 days) of the previous three months cost of sales. The decrease was mainly due to streamlining of


processes and product offerings following the Zoran acquisition, and the impact of discontinuing products in our Legacy business group. In addition PND inventory held at 30 December 2011 was
unusually high due to certain PND customers notifying us of reductions in orders within the lead-time for production from our suppliers. We aim to
maintain sufficient inventory to enable us to meet the often short customer order lead times which are prevalent in our industry, and reflect the rapid change in consumer end market demand. Trade and other receivables Trade receivables decreased to $94.9 million as at 28 December 2012, from $98.5 million at 30 December 2011. Days sales outstanding fell to 39 days
from 40 days in 2011. The decrease in the trade receivables was due to improved cash collection following the integration of businesses acquired with Zoran into the Groups accounts receivable process. Other receivables decreased to $22.8 million as at 28 December 2012, from $25.3 million at 30 December 2011. LiabilitiesOur total liabilities increased to $305.8 million at 28 December 2012 from $273.1 million at 30 December 2011. Accruals
increased by $36.2 million during the year, mainly due to a $7.5 million accrual for litigation


settlement, $14 million accrual for licensing agreements, and an increase in staff compensation accruals whilst provisions fell by $10.3 million, mainly due to the completion of restructuring
programmes following the Zoran acquisition. During the year a deferred tax liability of $4.9 million was recognised which principally relates to tax
payable in future periods with respect to the Samsung transaction. Liquidity and Capital Resources Our primary source of liquidity is our cash flow from operations. At present, we do not rely on third party financing for any operational cash requirements and
therefore we do not consider liquidity risk to be significant. We manage liquidity risk by maintaining adequate cash reserves and by continuously
monitoring forecast and actual cash flows and matching the maturity of financial assets and liabilities. Cash, cash equivalents and treasury deposits
increased to $333.3 million (including treasury deposits of $18.5 million) at 28 December 2012, from $277.8 million (including treasury deposits of $65.9 million) at 30 December 2011, an increase of $55.5 million. Treasury deposits represent deposits with an initial term of greater than 90 days, which are shown separately






|                                  |  |                  |         |   |                  |  |         | 
|--------------------------------- |  | ---------------- | ------- | - | ---------------- |  | ------- | 
|Financial Position                |  |                  |         |   |                  | 
|                                  |  | 28 December 2012 |         |   | 30 December 2011 | 
|                                  |  | $ million        |         |   | $ million        | 
|Non-current assets                |  |                  |         |   |                  |  |         | 
|Goodwill                          |  |                  | 181.9   |   |                  |  | 332.7   | 
|Other intangible assets           |  |                  | 120.7   |   |                  |  | 127.7   | 
|Property, plant and equipment     |  |                  | 26.3    |   |                  |  | 34.5    | 
|Investments                       |  |                  | 3.7     |   |                  |  | 3.6     | 
|Deferred tax asset                |  |                  | 89.2    |   |                  |  | 118.4   | 
|Long term asset                   |  |                  | 31.0    |   |                  |  |        | 
|                                  |  |                  | 452.8   |   |                  |  | 617.1   | 
|Current assets                    |  |                  |         |   |                  |  |         | 
|Inventories                       |  |                  | 87.8    |   |                  |  | 120.3   | 
|Derivative financial instruments  |  |                  | 2.7     |   |                  |  | 0.1     | 
|Trade and other receivables       |  |                  | 124.1   |   |                  |  | 135.6   | 
|Treasury deposits and investments |  |                  | 18.5    |   |                  |  | 65.9    | 
|Cash and cash equivalents         |  |                  | 314.8   |   |                  |  | 211.9   | 
|                                  |  |                  | 547.9   |   |                  |  | 533.9   | 
|Total assets                      |  |                  | 1,000.7 |   |                  |  | 1,151.0 | 
|Current liabilities               |  |                  | (260.5  | ) |                  |  | (221.3) | 
|Non-current liabilities           |  |                  | (45.3   | ) |                  |  | (51.8)  | 
|Total liabilities                 |  |                  | (305.8  | ) |                  |  | (273.1) | 
|Net assets                        |  |                  | 694.9   |   |                  |  | 877.9   | 





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from cash and cash equivalents on our
consolidated balance sheet. The increase of $55.5 million in our cash, cash equivalents and treasury deposits was primarily due to cash generated from
operating activities combined with the consideration and equity injection received from the Samsung transaction of $310 million and $34.4 million, less amounts paid to shareholders in the tender offer of $285 million, cash held in escrow of
$31 million and dividends paid of $21.3 million. In the period from 31 December 2011 to March 2012, the Company purchased 2,450,484 of its own
ordinary shares for an aggregate of $9.5 million. In November 2012, in conjunction with completion of the Samsung transaction, the Company completed a tender offer and bought back 49.08 million ordinary shares for $285 million. Net cash from operating activities of $73.9 million in the year was higher than the previous years (2011: $12.6 million; 2010: $ 77.9 million) due to strong
gross margin


performance, improved cash collection and inventory management, and lower professional fees paid during the year. These improvements in cashflow were offset by litigation settlements paid during
the year; and the integration and restructuring costs. During 2011 cash, cash equivalents and treasury deposits decreased to $277.8 million at
30 December 2011, from $440.1 million at 31 December 2010, a decrease of $162.3 million. The difference compared to the inflow of $40.3 million shown in the table below is principally due to net amounts withdrawn from treasury deposit
of $202.2 million; these funds were withdrawn from treasury deposits to fund the acquisition of Zoran. Operating cash flow before movements in working
capital contributed $10.3 million in 2011 as compared to $44.1 million in 2010. The difference was mainly due to the costs of the Zoran acquisition and the related integration and restructuring costs. In 2011, the Company purchased 7.8 million of our ordinary shares, which had resulted in a cash outflow of $47.5 million. No further buy-back of the
Companys own shares was made after May 2011. Capital Expenditure The table on page 33 summarises additions to fixed assets in our last three fiscal years. The amounts differ from the cash outflow on capital expenditure due to movements in payables and accruals.


Our capital expenditure increased to $41.1 million in 2012 from $34.2 million in 2011, an increase of 20%. The increase in capital expenditure on tangible assets reflects continued investment in test equipment and IT infrastructure to support the growth of
the business as well as the relocation or improvement of several offices. The increase in intangible assets was mainly due to the acquisition of licences which enable us to develop additional technologies. We expect similar levels of capital expenditure in 2013 due to on-going assessment of our locations and facilities, investment in IT infrastructure to support our
enlarged business, test equipment for combination products and further spend related to the move to advanced technology nodes. Taxation
and Financing There was a net cash outflow of $0.9 million (2011 $3.1 million) related to taxation, which arose from taxes payable outside the US
and UK, where entities within the Group are now in a tax paying position. In 2010, there was a cash inflow of $7.6 million which resulted from a UK tax refund caused by a carry-back of losses that was settled in the year. There was a cash inflow from other financing of $51.2 million which represented the equity injection from Samsung explained above of $34.4 million, and an increased
volume of share option exercises due to the movement in share price. Cash






|                                                                                                           |  |                           |        |   |                           |  |        |                           |  |  |        | 
|---------------------------------------------------------------------------------------------------------- |  | ------------------------- | ------ | - | ------------------------- |  | ------ | ------------------------- |  |  | ------ | 
|Cash Flows                                                                                                 |  |                           |        |   |                           |  |        |                           | 
|                                                                                                           |  | 52 weeks ended            |        |   | 52 weeks ended            |  |        | 52 weeks ended            | 
|                                                                                                           |  | 28 December 2012$ million |        |   | 30 December 2011$ million |  |        | 31 December 2010$ million | 
|Operating cash flows before movements in working capital                                                   |  |                           | 41.8   |   |                           |  | 10.3   |                           |  |  | 44.1   | 
|Working capital                                                                                            |  |                           | 36.1   |   |                           |  | 5.9    |                           |  |  | 26.5   | 
|Taxation                                                                                                   |  |                           | (0.9   | ) |                           |  | (3.1   | )                         |  |  | 7.6    | 
|Grant income                                                                                               |  |                           |       |   |                           |  |       |                           |  |  | 0.1    | 
|Interest paid                                                                                              |  |                           | (3.1   | ) |                           |  | (0.5   | )                         |  |  | (0.7)  | 
|R&D tax credit received                                                                                    |  |                           |       |   |                           |  |       |                           |  |  | 0.3    | 
|Net cash from operating activities                                                                         |  |                           | 73.9   |   |                           |  | 12.6   |                           |  |  | 77.9   | 
|Treasury management                                                                                        |  |                           | 47.5   |   |                           |  | 232.8  |                           |  |  | (25.4) | 
|Purchase of investments                                                                                    |  |                           | (0.1   | ) |                           |  | (2.6   | )                         |  |  | (1.0)  | 
|Acquisition of subsidiaries                                                                                |  |                           |       |   |                           |  | (123.9 | )                         |  |  | (1.9)  | 
|Disposal of development operations                                                                         |  |                           | 271.3  |   |                           |  |       |                           |  |  |       | 
|Capital expenditure (purchase of intangible assets and property, plant and equipment)                      |  |                           | (25.6  | ) |                           |  | (18.8  | )                         |  |  | (14.5) | 
|Other financing activities                                                                                 |  |                           | 51.3   |   |                           |  | 4.0    |                           |  |  | 4.3    | 
|Purchases of own shares                                                                                    |  |                           | (9.5   | ) |                           |  | (47.5  | )                         |  |  | (37.5) | 
|Purchases of own shares through tender offer                                                               |  |                           | (284.3 | ) |                           |  |       |                           |  |  |       | 
|Payment of dividends                                                                                       |  |                           | (21.3  | ) |                           |  | (16.3  | )                         |  |  |       | 
|Net increase in cash and cash equivalents                                                                  |  |                           | 103.2  |   |                           |  | 40.3   |                           |  |  | 1.9    | 
|(1) Treasury management is the
aggregation of purchase of treasury deposits and sale of treasury deposits. | 



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inflows of $4.0 million in 2011 and $4.3 million in 2010 were mainly comprised of option exercises. Hedge Accounting Substantially all our sales and costs of sale are denominated in US dollars, the
functional currency of all the entities within the Group. Approximately 21% of our underlying operating expenses are denominated in pounds sterling. In
order to reduce the volatility of our earnings due to exchange rate fluctuations, we enter into forward foreign exchange contracts to fix an exchange rate for our future pounds sterling-denominated expenditures. We commit to forward contracts
between 11 and 15 months in advance, pursuant to our treasury policy. These contracts are accounted for as cash flow hedges and will not affect profit or loss until the period in which the related transaction is recorded or we conclude that it is no
longer probable that the hedged transaction will occur. These contracts also form hedges against exchange gains or losses on the related pounds sterling liabilities. Movements in the US dollar to pound sterling rate impact any pound sterling operating costs not covered by the forward contracts and, in the longer term, movements in the rate of exchange will impact all of
our sterling costs, as it will affect the rate fixed by the forward contracts being put in place for future expenditures. We are also exposed to foreign
exchange risks from costs recorded in other currencies, which are currently not covered by forward contracts. A material appreciation of the value of
the US dollar against pound sterling could have a material adverse effect on our future results of operations, mainly due to revaluation losses on sterling-denominated assets, as the forward contracts mentioned above provide a hedge to movements in
most sterling-denominated liabilities. A material depreciation of the value of the US dollar against pound sterling


could have a material adverse effect on our future results of operations, due to the recording of pound sterling operating expense at a higher US dollar exchange rate. As of 28 December 2012, forward contracts were in place that gave an average GBP:USD exchange rate of 1.56 for the coming 11 to 15 months. Historically, the
average forward contract rate was as follows: 2012: 1.56; 2011: 1.54; and 2010: 1.56. We expect that with the contracts in place as of 28 December 2012, our sterling denominated expenditures will cost around the same in U.S. dollar terms in
2013. The fair value asset of the contracts in place as of 28 December 2012 was an asset of $2.5 million which was deferred in hedging reserves.
More detail is included in note 23 to the consolidated financial statements. Capital Management and Treasury Policy Our policy is to maintain a strong capital base and substantial cash balances so as to maintain customer, creditor, investor and market confidence as well as to
sustain future development of the business. Our main forms of liquid investments in 2012 were bank and money market deposits. We intend to reinvest cash
balances in the business either through higher levels of investment in working capital and fixed assets or in support of our wider strategic objections through investment in acquisitions. We expect to continue to return appropriate levels of cash to
our shareholders through a combination of our stated dividend policy (see section on Dividend policy on page 34) and share buy-backs, when the directors conclude it is appropriate to do so. On 20 February 2012, the Board announced its intention to resume a buy-back of the Companys shares in an amount up to $50 million, under a general authority previously granted by shareholders. These
purchases continued in 2012. In connection with the Samsung transaction, on 17 August 2012, the Board gained


shareholder approval to undertake a tender offer for the Companys ordinary shares in an amount up to $285 million. The tender offer was oversubscribed and completed on 30 November
2012, with 49.08 million shares being repurchased at 360 pence per ordinary share. Other than the completion of this tender offer, CSR did not purchase its own ordinary shares after 30 March 2012. On 4 October 2012, under the terms of the Samsung transaction, the Company issued 9.9 million ordinary shares at a price of 223 pence to Samsung
Electronics Europe Holding Coöpertief U.A. Our issued share capital as of 28 December 2012 was 181,896,339 ordinary shares of 0.1 pence each,
a decrease of 33,771,512 shares from the 215,667,851 ordinary shares issued as at 30 December 2011. This change was mainly due to the 9.9 million ordinary shares issued as part of the Samsung transaction and the reduction of
49.08 million ordinary shares from the tender offer. As noted above, we had a total of $333.3 million of treasury deposits, cash and cash
equivalents at 28 December 2012, an increase of 20% from the $277.8 million we held at 30 December 2011, primarily due to cash generated from operating activities combined with the consideration and equity injection from the Samsung
transaction of $310 million and $34.4 million, less amounts paid to shareholders in the tender offer of $285 million, and dividends paid of $21.3 million. Neither CSR nor any of its subsidiaries is subject to any externally imposed capital requirements. There are no material restrictions on any of our cash, cash
equivalents or treasury deposits which restrict their use or are expected to cause any liquidity issues. We hold our cash and liquid investments in
accordance with the counterparty and settlement risk limits of the treasury policy approved by our






|                              |  |               |      |  |               |  |      |                       |  |  |               |   |  |                       |      |  |  |  |       | 
|----------------------------- |  | ------------- | ---- |  | ------------- |  | ---- | --------------------- |  |  | ------------- | - |  | --------------------- | ---- |  |  |  | ----- | 
|Capital Expenditure           |  |               |      |  |               |  |      |                       |  |  |               |   |  |                       |     
|                              |  | 2012$ million |      |  | 2011$ million |  |      | 2012 vs. 2011% change |  |  | 2010$ million |   |  | 2011 vs. 2010% change |     
|Other intangible assets       |  |               | 29.1 |  |               |  | 19.3 |                       |  |  | 50.8          |   |  |                       | 6.8  |  |  |  | 183.8 | 
|Property, plant and equipment |  |               | 12.0 |  |               |  | 14.9 |                       |  |  | (19.5         | ) |  |                       | 8.3  |  |  |  | 79.5  | 
|Total                         |  |               | 41.1 |  |               |  | 34.2 |                       |  |  | 20.2          |   |  |                       | 15.1 |  |  |  | 126.5 | 



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Board of Directors. We maintain a policy in
the placement of cash deposits and investments with counterparties such that at any one time cash is placed with at least three approved financial institutions. No counterparty with a credit rating of less than Aa3 will be approved. We review the
internal control environment regularly, through a rolling plan of internal audits, the results of which are reported to the Audit Committee. Dividend policy It is the Boards intention to follow a progressive dividend policy that
reflects the underlying growth prospects of the Company. Given our confidence in our future growth and the Boards commitment to delivering returns to shareholders, the Board is recommending a dividend increase of 15% to $0.118 per ordinary
share in respect of the 2012 financial year. The Board intends to pay dividends on a semi-annual basis. Subject to shareholder approval at the annual
general meeting to be held on 22 May 2013, the dividend will be paid to shareholders of record on 10 May 2013. The final dividend will be paid in pounds sterling. In respect of the 52 week period ending 28 December 2012, we paid
an interim dividend of $0.038 (£0.0241) per ordinary share on 7 September 2012 to shareholders of record on 17 August 2012. CSR Employee Benefit Trust (EBT) From time to time, the CSR Employee Benefit Trust purchases CSR
ordinary shares in the stock market. The timing of these purchases is subject to compliance with the listing rules of the UK Listing Authority, agreement


between CSR and the Trustee of the Employee Benefit Trust and prevailing market prices. The shares are intended to be used for satisfying obligations to deliver shares on the exercise or vesting
of share awards under our employee share option or award programmes, thereby reducing dilution of existing shareholders. No purchases were made in 2010,
2011 or 2012. As described on page 78, ordinary shares are transferred from the EBT each year to satisfy employee options and awards. Off-Balance Sheet Arrangements As of
28 December 2012, the Group did not have any off-balance sheet arrangements other than the operating leases described in the table below. Contractual Obligations and Commitments As shown in the table below, as of 28 December 2012, our
principal contractual obligations and commitments consisted of amounts payable under finance leases, operating leases, trade and other payables and outstanding purchase obligations. The Group has a defined benefit severance plan in its Israeli subsidiary; refer to note 35 for further details.  Key Performance Indicators We use a range of financial and non-financial performance
measures, reported on a periodic basis, which we refer to as key performance indicators (KPIs), to measure performance over time. No changes have been made to the source of data or calculation methods used in the period. The source of all data is
consistent with published financial and non financial information. Graphs of our KPIs are shown on page 36-37
 To measure growth of the business: Revenue represents sales of integrated circuits, sales of services and royalty income from products sold net of any estimated provisions for credit notes and returns.


Our revenue in 2012 increased to $1,025.4 million representing a 21% increase on 2011 revenue ($845.2 million).
In August 2011, we acquired Zoran which contributed $301 million to the reported revenue during 2012 (2011: $111.4 million). Excluding the contribution from Zoran, revenues fell by 1%, which was a combination of declines in PND (Auto Segment) and
Handset (Legacy Segment) revenues, which were partially offset by growth in Voice and Music, and Consumer products. These are described further in the segmental analysis section above. Volume weighted average selling prices increased by around 8% year-on-year, predominantly due to a full year contribution from businesses acquired with Zoran, which
has higher average selling prices. For a discussion of trends in average selling prices, see Financial Review  Revenue on page 26. To measure performance of the business: Underlying gross margin is used as a
measure of the profitability of our sales. Underlying gross margin is the ratio of underlying gross profit to revenue. Underlying gross profit differs from gross profit in that it excludes the amortisation of acquired intangible assets and fair
value adjustments to inventory recorded on acquisitions. We aim to maintain our underlying gross margin in the 48-52% range, an increase from our previous target of the 45-50% range. Maintaining underlying gross margin involves a combination of managing cost, minimising overheads and maintaining selling prices by introducing new feature-rich devices which can command a premium selling price. The underlying gross margin increased from 49.8% in 2011 to 50.8% in 2012 due to growth in gross margins in the Voice and Music segment due to a higher
proportion of high margin Stereo Headset business as well as an overall mix away from handsets which has lower gross margins. See Gross Profit on page 26.






|                                                                                                                                                                        |  |                |       |  |                           |  |       |                       |  |  |                       |  |  |                           |     |  |  |  |     | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----- |  | ------------------------- |  | ----- | --------------------- |  |  | --------------------- |  |  | ------------------------- | --- |  |  |  | --- | 
|Contractual Obligations                                                                                                                                                 |  | Total$ million |       |  | Less than 1 year$ million |  |       | 1 to 3 years$ million |  |  | 3 to 5 years$ million |  |  | More than 5years$ million |    
|Finance leases                                                                                                                                                          |  |                | 1.6   |  |                           |  | 1.5   |                       |  |  | 0.2                   |  |  |                           |    |  |  |  |    | 
|Operating leases                                                                                                                                                        |  |                | 73.4  |  |                           |  | 29.4  |                       |  |  | 29.8                  |  |  |                           | 8.5 |  |  |  | 5.7 | 
|Trade and other payables1                                                                                                                                               |  |                | 270.5 |  |                           |  | 231.1 |                       |  |  | 31.2                  |  |  |                           | 8.2 |  |  |  |    | 
|Purchase
obligations2                                                                                                                                                   |  |                | 107.9 |  |                           |  | 105.9 |                       |  |  | 2.0                   |  |  |                           |    |  |  |  |    | 
|1  Trade and other payables includes the litigation settlement of $40.6 million, payable over 3 years.
2Purchase obligations
represent non-cancellable purchase orders. |  |                |       |  |                          



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Underlying operating expenses by function; which represents underlying R&D and
underlying sales, marketing and administrative expenses is used as a measure of the costs of the underlying business. We monitor these costs as a
percentage of revenue, and aim to maintain underlying R&D cost at or around our target of 23%, and underlying SG&A costs at or around our target of 12%. Whilst we aim for these operating targets, and consider them to be achievable, we balance that objective with our view of the appropriate level of operating expense to support the current and future success of the
business, and recognise it may take a number of years to achieve such targets. During 2012, the percentage of operating expenses remained static when
compared to 2011 which was a reflection of revenue growth, the inclusion of a full years cost base following the Zoran acquisition, and the restructuring and integration synergies delivered during the year. We currently expect underlying operating costs, excluding all restructuring charges, to be in the range of $390 million to $410 million on an annualised basis
during the second half of 2013, compared to the underlying operating costs of $446 million in 2012. A further discussion of these operating
expenses is given in the Financial Review section above under the headings Research & Development and Sales, General & Administrative. Underlying diluted earnings per shareis used as a measure of the interest each current share and each potentially dilutive share has in the performance of the business. Underlying
diluted earnings per share is calculated as underlying earnings excluding the recognition of tax losses divided by the number of current share and potentially dilutive shares outstanding. Underlying earnings is the profit (loss) for the period,
adjusting share-based payment charges, amortisation of acquisition related intangibles, goodwill impairment, acquisition costs, fair value adjustment to inventory, litigation and patent settlement costs, integration and restructuring charges, loss
on close period share buyback and unwind of discount on litigation


settlement provisions less the litigation settlement income, profit on disposal of development operations and any tax impacts of these items, taking account of the deductibility or taxability of
these items. Details of the volume of shares used to calculate this measure can be found on page 25 above. Underlying diluted earnings per share in
2012 was $0.27, an increase of 35% compared to $0.20 in 2011. The increase resulted from the improved profitability of the Group, including $127.2
million gain on the Samsung transaction, and a reduction in share volume following the tender offer and share buy-backs. Growth of underlying diluted earnings per share is a key performance condition for a some of the share option schemes. Vesting
depends upon relative growth of earnings per share, adjusted for the UK retail price index (RPI) against targets set at the time of grant. To measure working capital management: Inventory turns is used as a measure of the management of inventory levels in the business and represents the number of times inventory
turns over in an annual period based on the last three months cost of sales of that annual period. Inventory turns increased in 2012 to 5.7 for
the period from 4.0 in 2011, reflecting improvements within internal inventory management processes, and the correction of issues with PND customer lead times which temporarily reduced the 2011 metric. Days sales outstanding (DSO) is a measure of the number of days that it takes us to collect cash after a sale has been made. We
calculate days sales outstanding by taking the balance of trade receivables outstanding at the end of the annual period, dividing by the revenue for the previous two monthly periods and then multiplying by the number of days in those monthly
periods. Days sales outstanding fell to 39 days, which reflects cash collection improvements from the acquired Zoran customer base. We have adjusted our
expected normal range downwards to 38-43 days to reflect the current process. The increase in days sales outstanding in 2008 was due to the non-payment of invoices on the due date by one distributor.


Free cash flow is used to represent the cash that we are able to generate from our operations after
taking into account cash flows on capital expenditure. We calculate free cash flow as cash generated by operations (as per the notes to the cash flow statement in note 30) less expenditure on tangible and intangible assets (not including those
acquired through acquisition) in the 52 week period (as shown on the cash flow statement). Free cash flow increased to an inflow of $52.3 million (2011:
outflow of $2.7 million), mainly as a result of increased profit before tax, and improved working capital management. Further analysis of the Companys liquidity and also of capital resources is set out from page 31. Average cost per employee for each 52 week period is used as a key performance indicator of the cost of our key resource  people. It is
calculated as salary costs, pension costs and social security costs, divided by the monthly average number of employees for the period, with pounds sterling costs converted to US dollars at the forward contract rate in place for that period. We expect to continue to develop our business in all areas, with particular focus on India and China, which not only have a plentiful supply of talented
engineers, but are also located near many of our customers in key growth markets. The year on year increase in the average cost per employee was 11%
which mainly reflects the increase in employee incentive charges during the year and increases in share based payments. The average number of staff in higher cost locations also increased, although this had reduced by the year end date. We manage this KPI closely, and expect it to fall in 2013 when the geographical spread of employees across the Group will be more in line with previous years. Headcount including students and contractors, has decreased from 2,945 at the end of 2011 to 2,117 at 28 December 2012;
a decrease of 28% (828 people), due to the transfer of 311 employees to Samsung and also the impact of restructuring following the Zoran acquisition in 2011.






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LOGO

Underlying gross margin %



LOGO



Underlying operating expenses %



LOGO

Underlying EPS (Pence per share)



LOGO



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Inventory turns



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Days sales outstanding



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Free cash flow



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Average cost per employee



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Headcount



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Risk Governance The Group has well established risk
management and internal control processes for the identification, assessment and management of strategic, operational, financial, compliance and political risks, which management believe have the potential to adversely affect the achievement of the
Groups corporate and strategic objectives. During each year, Executive management report on this process to the Board with interim reports
provided to the Audit Committee and Board to ensure consideration of the potential impact of such risks on achieving the Groups objectives and in maintaining and growing shareholder value. The Board is also responsible for setting the risk appetite of the Company, recognising that the Group, in the pursuit of its objectives, will accept certain risks
whilst also, where possible, mitigating against these risks with the intention to minimise their potential impact. During the latter part of 2011, as
part of its annual review, the Group engaged outside consultants, KPMG LLP to support the identification and prioritisation of risks to the Group. This recognised the added complexities brought about by the acquisition of Zoran and the importance of
ensuring that the Group maintains a robust process for identifying and managing its risks. On pages 60 to 63 in the Corporate Governance Report we report on the process for identifying and managing risk. Responsibilities  framework for identification and management of risk The Board has overall responsibility for the Groups risk management process explained above. The Audit Committee reviews the effectiveness of this process through reports it


receives from management and, where necessary, external consultants engaged to support the identification and progress in implementing mitigation measures. Day to day management of risk is
delegated to management, initially through the executive management who are responsible for the implementation and management of risk mitigation activities. The Group operates in a dynamic environment and therefore over time the risks which have the
potential to most significantly affect the Group may change. Accordingly, during the course of any period, those risks which receive the most attention will reflect these dynamics. Board consideration of principal risks The following paragraphs describe the areas of risk on which
the Board and the Audit Committee have focused during 2012 and which are expected to be included as areas of focus in 2013. These are therefore regarded as the principal risks faced by the Group. The Board is kept informed of material changes to
risks which have the potential to affect the business conducted by the Group. For those material risks, potential mitigation measures are identified for which a member of executive management is assigned the responsibility to track progress in the
changing profile of the risk and the extent to which potential mitigation measures are being implemented. The Group faces a range of risks which are described in the section headed Risk Factors on pages 45 to 50. Risk: failing to provide technological innovation which delivers new products The Board and management recognise that creating and maintaining a leading position in our chosen markets relies on continuing to provide technological innovation and delivering new products to customers on a timely basis. We invest significantly in research and development to identify such new ideas and technologies. As part
of making informed investment decisions, we evaluate the appropriate financial and human resources to be assigned to our R&D activities and track the utilisation of such resources. The Board has received and considered reports on the priorities
for the Group in


allocating its resources in support of its strategic objectives as well as assessing the capabilities of the organisation to support these objectives, in particular connected with the disposal
during 2012 of the handset connectivity and handset location development operations. The process of technological innovation is highly complex and
brings many challenges which can arise during the development of new products, which can disrupt the fulfillment of objectives. In seeking to mitigate against such risks, management keeps under review how our investment in this work is being managed
and progress which is being made. This includes up-dates on critical phases during research and development and feedback from engagement with customers on their interest in adopting our technology and solutions. One such example of our work in
developing such innovation is how we transition our technologies onto smaller sized silicon chips whilst sustaining improved performance and quality, which is important to our customers as they seek to combine ever better features, that are more
efficient, at a reduced cost. A project leader is responsible for such programmes, as part of which they identify potential risks and potential mitigation measures. These are kept under review as part of the execution of the plan and are reported to
management and the Board. Risk: failing to execute targets for delivery of new products Executing on the stated targets for the delivery of new products to customers is important if the Group is to secure revenues and maintain the strong working
relationships with our customers which enable us to create and sustain leading market positions. Executive management and the Board monitor the progress of projects against pre-determined milestones, including project timelines and costs incurred.
Resources have been allocated to conducting reviews in order to assess variance from the plan in fulfilling these objectives. During the year the Board received and discussed reports provided by executive management on progress in implementing
improved processes linked to execution of product development through to market launch and the engagement across key areas of the Group as part of embedding these improvements in






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the wider organisation. These are also considered against regular assessments of the likely markets and key customers expected to adopt our technologies updated against the original investment
business case approved by the Executive. The Board and executive management will continue to monitor progress in this area through 2013. Risk: failing to anticipate changes in the requirements of our customers In the highly competitive and fast moving environment of technical innovation in which the Group operates, we face the possibility that our own technologies and solutions are superseded by other products that are
adopted by our customers, which would harm our competitive position and our business performance. Understanding the trends in the markets in which the Company operates and the requirements of our customers and end users is important if we are to
remain competitive. It is recognised that an important part of understanding customer requirements is regular engagement with them. The Group works closely with its customers to understand their future product plans and to identify the innovative
features of existing and new technologies that will be attractive to them. These findings are considered by management and inform considerations of our own R&D, as well as the introduction of products and technologies that are most likely to
reflect the requirements of current and potential customers. In addition, this engagement is intended to enable us to be better placed to secure business with customers whose own products are most likely to generate demand from end consumers, which
in turn helps our business grow. The Board receives regular reports on these initiatives and receives updates for example from our VP of Worldwide Sales and our Chief Technical Officer on engagement with customers. Risk: continued economic uncertainty and its impact on our immediate customers and the demand generally for products that incorporate our
technologies Depressed economic conditions persisted through 2012; even in markets such as China, which in prior years had maintained economic growth
and seen increased consumer spending, saw a general slowing in its economy. This in turn affects the demand for our customers products as well as ultimately our technologies and solutions which we supply. Management regularly reviews the


profile of business with our important customers, including our distribution chain through which we supply our products and monitors information about the reporting of their results and
performance which is also considered by the Board. This includes consideration of the terms of our lines of credit which the Company has provided in support of the level of business which we have with them. Risk: the potential impact on the Group arising from the disposal of the handset connectivity and handset location operations (the Handset
Operations) to Samsung A thorough evaluation of the benefits and potential risks to the Group of the disposal of the Handset Operations to Samsung
was undertaken by executive management and the Board in conjunction with analysis provided by various advisers. This included an assessment of the obligations and warranties under the agreement entered into with Samsung for the disposal of the
Handset Operations. Attention was given to the possible and more immediate disruption to the Group arising from the announcement and implementation of the disposal following shareholder approval, including the potential impact on customers,
suppliers and employees. The Board also evaluated the longer term impact of the transaction, including consideration of the resources required following its completion to supporting the Groups ongoing business and executing on its strategy, as
well as the requirements to provide continued support to Samsung under a Transitional Services Agreement. The risks considered are set out in the UK Circular issued to shareholders dated 1 August 2012. This includes a potential increase or
decrease in the transaction consideration of a maximum of $10 million in certain circumstances linked to progress with finalizing the development of CSR9800. Since the closing of the transaction with Samsung, the Board has received regular reports
on the re-organisation of the Group following the disposal as well as information addressing the areas of risk identified, and the progress in addressing obligations associated with meeting ongoing obligations under the Transitional Services
Agreement, including the collaboration on the development of CSR9800, which will continue through 2013. Risk: failing to retain and
develop key employees A key element in enabling the Group to deliver on its strategic objectives is


the recruitment and retention of our key employees. CSR has experienced significant change, including those associated with events leading up to and following the acquisition of Zoran in 2011 and
the more recent disposal of the Handset Operations in 2012, both of which had contributed to significant changes and adjustment for our employees globally. Executive management and the Board have had due regard to such events on motivating and
retaining employees in support of delivering on the Groups objectives. As a result, considerable focus has been given to effective and timely decision making, of good communications with employees globally as well as the smooth transition of
changes. This will remain an area of attention during 2013. Risk: failing to protect proprietary information The Board and management recognise the importance of implementing a considered strategy in respect of intellectual property matters, including protecting the
Groups proprietary technology in order that the Group may compete successfully and in the support of its business with customers. The Board, or within its delegated responsibilities, the Audit Committee, receives periodic reports from
management on initiatives and workstreams connected with the development of the Groups portfolio of patents and trademarks which includes a cross-functional team of senior managers under a rolling programme supporting the Groups strategy
of extending protection of the Groups intellectual property. Risk: the need to defend the Group against claims associated with
alleged breaches of intellectual property rights It is recognised that intellectual property litigation is commonplace in our industry and poses risks
and uncertainties that may materially and adversely affect or disrupt our business, customer relationships, expenses or results of operations. The Group has in the past and expects in the future to be involved in litigation in the course of our
business and industry. The outcome of such litigation is inherently uncertain. The Audit Committee receives reports on actual or potential litigation
involving the Group and monitors the developments and potential impact of such litigation on the Groups business and financial condition.






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Risk: continuity of supply and
capacity constraints We do not own or operate a fabrication facility and, therefore, rely on third parties, in particular TSMC and ASE, to manufacture,
assemble and test our products on time. Because of this reliance on third parties, we face the risk of delays caused by events at our suppliers in satisfying the orders placed by our customers as well as the risk that events affecting our suppliers
mean that they are unable or unwilling to provide products to meet our customers orders. The occurrence of such events would mean we are unable to meet the requirements placed on us by our customers which would affect our financial results, as
well as our reputation which could also impact future business and financial performance. During 2012, the Company was advised of the decision of a supplier to cease the manufacture of a product which the Company currently and will in the future
supply to its customers after cessation of manufacture. Executive management are working with the supplier and affected customers in order to mitigate against the impact of the disruption to normal supply which is expected to take effect in
mid-2013. Social Responsibility We
recognise the importance of social, environmental and ethical (SEE) matters and, during 2012, continued our work on complying with the ABI disclosure guidelines on social responsibility. We believe that our work is part of a continuous improvement
to develop standards and working practices that represent tangible improvements in the way in which we undertake our business and also meets our responsibilities to the wider community and all our stakeholders through initiatives at a corporate
level as well as individual employees in their roles as ambassadors for CSR. At a corporate level, this includes the impact through our operations on the environment, on the safety and well being of our


employees, and end users of our products as well as those who contribute to the process of the development and manufacture of our products through our suppliers, distributors and customers. SEE matters are considered an integral part of the philosophy of the Company. The Board and its committees receive reports as part of their routine
business on aspects of SEE issues in addition to other reports from those directors responsible for such matters as may be appropriate from time to time. 2012 saw an increase in our social responsibility activities with many CSR offices getting involved. This has always been an area of importance for us, and the
further emphasis given to this area during 2012 has supported our objective of sustaining and building on a cohesive, formal social responsibility policy.  For CSR, Social Responsibility (SR) means acting responsibly and contributing positively to the communities in which we operate.
This involves working closely with our people, their families and the local community. A fundamental principle of SR is that CSR behaves as a responsible neighbour to ourstakeholders.
 CSR supports the FTSE4Good Index Series. This policy is designed to objectively measure the performance of companies that meet globally recognised corporate
responsibility standards. Our global SR policy is built on four pillars: Community, Workplace, Marketplace and Environment. These pillars follow the guidelines of Business in The Community (BiTC), a London-based not-for-profit organisation which is helping us establish and grow our SR
credentials. BiTC believes that all companies should:  

act responsibly by understanding the local environment;  

treat employees fairly, equitably and with respect;  

observe basic human rights;  

protect the environment for future generations;  

manage the business impacts on society and the environment.


Community The Community pillar focuses on four key opportunities:  

reviewing local purchasing and supplier opportunities;  

working in partnership with community organisations and charities;  

listening and engaging with communities and the public;  

working collaboratively with other businesses to benefit the community.
 During 2012, we made several ad-hoc donations to help fund the first responses to natural emergencies close to CSR locations. This included a contribution to the
Red Cross, to support efforts to help the lives of people affected by hurricane Sandy on the east coast of America in October. In the month of November, CSR employees globally also took part in the Movember initiative, which encourages men to grow
and groom moustaches throughout November to raise vital funds and awareness of prostate and testicular cancer. CSR matched the funds which were raised by employees. Appointing Charities Many CSR locations have appointed a local charity of the year that is linked to
engineering and the sciences. Employees are invited each year to nominate charities, with the successful charity being selected following a location-wide voting process. In association with their chosen charity, various locations continue to provide
regular volunteering through direct involvement of our employees. For example in the UK during 2012, for the second year our employees chose to support
MapAction. MapAction is a UK based charity which delivers vital information in mapped form, from data gathered at disaster scenes around the world. In this way, they are able to direct essential life saving resources to the right areas on the ground
quickly. MapAction is a natural partner for CSR because the technologies we deliver complement critical components in MapActions disaster
response. Each MapAction volunteer is equipped with a GPS unit using CSRs technology to help them to navigate a disaster scene and collect data about priority needs. This information is then transferred into mapped form, so aid agencies can
quickly and accurately see where they should focus their efforts.






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In China, our Shanghai office has selected a number of projects which have received strong employee support. One such
charity supported in 2012 was Hands on Shanghai. This charity assists young people with mental disabilities. Hands on Shanghai makes it possible for the young people to interact socially and to enjoy various activities. During 2012 the work has
broadened to take in Make a Difference Day which saw CSR volunteers paired up with individuals to provide educational and recreational support during a trip to the local zoo. These two activities were supported by 32 CSR employees who
gave over 140 hours of their own time. Another project initiated by staff in the Haifa office was to provide support for the Haifa Womens
Crisis Shelter. CSR Haifa provides various social and leisure activities for women and their children, of all faiths, who fall victim to domestic violence. Activities include: celebrating the childrens birthdays, donations of clothing, food
and household goods, a guided tour for the women. Employees also donate gifts as part of a Wishing Tree. Also, during the Jewish holidays (Passover & Rosh Hashanah) fund raising amongst CSR Haifa employees is held for the
purchase of food packages for these families. Further information is available from the SR area of our website under About Us, which is not
incorporated into this annual report. Working with students We are keen to give back to the community in a variety of ways, including using our own expertise to help others learn about engineering or science. In Israel, CSR initiated a Think Positive tutoring programme which matches volunteers to improve math skills of junior high school students. Each week one to one lessons take place at the CSR Haifa
office. The programme is lead and driven by Haifa Coalition for Social Responsibility partnered by CSR Haifa, Intel, IBM, Phillips, Taro and the regional Ministry of Haifa. Think Positive has shown proven success in
providing meaningful improvement in the math grades for the students who participate Match funding We seek to match the funds raised by our employees where possible, and will consider all applications including those outside the engineering/science remit. During
2012, the UK offices made several matching donations,


including a donation to the Police Community Clubs of Great Britain. Further information on all
these initiatives as well as a range of projects globally is available from the SR area of the site under About Us.  Workplace We
continue to aim to maintain and enhance CSRs reputation as the best place for the best people to do their best work, and will achieve this through four initiatives:  

investing in individual excellence through training;  

recognising the value of diversity in meeting customer expectations;  

operating a culture where inclusion is the norm and diversity and equality are promoted; and  

promoting the health, safety and well-being of employees and sub-contractors.
 As of 28 December 2012, we had 2,117 employees. The tables on page 42 provide a breakdown of employees by functional area and region. Training We continue to invest in training and
career progression to ensure our people have the right skills and knowledge to deliver on our strategy, and to support them in delivering their personal development and career ambitions. Not only does this help stretch our people and enable them to
build rewarding careers, it also delivers an improved quality of service to our customers and supports our objective to deliver innovative solutions into the marketplace. As we grow, we require a more diverse range of skills to support the business and our strategic objectives. During 2012 we have continued to invest in Learning and Development around the globe, offering
managers development, interpersonal skills and technical skills development. Activity in the commercial areas has involved developing learning programme, in R&D, Marketing, Operations and Project Management. Over 2013, our new Learning
Management System and the newly implemented online training system will enable expansion of the training offering to more individuals around the Company. We continue to be a member of the The Learning Collaboration in the UK providing a range of
development opportunities. We have recently become members of the American Management Association and will offer a range of skills training in


the US. We continue providing development opportunities in our various offices across the globe. We are in the process of migrating our Learning Management and Performance Management systems into Oracle, which will enable us improved interface with our ERP
system. We will continue capturing and cascading our organisational goals, enabling everyone to understand their contribution to delivering business performance. We now have over 500 pieces of material in the iLearn element of Oracle, and are
further developing both the content and the system to make on-line learning accessible globally, including a programme of Operations materials that were piloted in 2011 and were launched in early 2012. These learning resources will not only be used for self learning but also in support of coaching and traditional face to face learning. Diversity CSR is a multi-cultural global
organisation and we are committed to providing equal opportunities for training, career development and promotion to all employees, regardless of any physical disability, gender, religion, race or nationality. Provision for pensions are available to all employees, either through participation in the state pension schemes in the country in which the employee is resident or
provision of a defined contribution pension scheme. Such schemes are maintained in accordance with legislative requirements, custom, practice and Group policy as appropriate. Inclusion We promote an open and honest working environment where employee views are sought, listened
to and acted upon. Building on the success of 2011, during 2012 we have continued to evolve our employee communications. A range of channels are now
established providing regular communications to CSR employees globally. Due to employee demand our monthly global e-newsletter, Rhythm has now been replaced with a weekly update. Our intranet is kept up to date with new tools and applications. As a
new feature individual CSR locations have access to a dedicated local information area, providing content on local restaurants, social clubs and places of interest.






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We have continued our Lunch & Learn
programme which we first launched in 2010, which enables employees to learn about CSR technologies during their lunch breaks. These have proved particularly helpful as part of the integration of the business of CSR and Zoran following the
acquisition of Zoran in 2011 and has encouraged discussion and sharing of ideas by employees in an informal environment. In 2012, we also carried out two global company update broadcasts to employees, one from San Jose and one from Shanghai. These
broadcasts are transmitted in real time to all locations, across all timezones, and are available on demand within a few hours to all offices. Company results continue to be cascaded via an audio or video webcast, including internal audio/video
webcasts and Q&A session with the CEO and CFO. Marketplace We continue to work with a number of partners within our supply chain to adopt best practice and to conduct their businesses in a responsible manner. Our SR activities relating to our Marketplace are centred on
five key priorities:  

developing new services to address social or environmental problems;  

meeting the needs of vulnerable customers;




understanding our supply chain, the risks and the stakeholders affected;  

working to enjoy business success while serving public interest; and  

making sure suppliers meet minimum standards of behaviour in areas such as human rights or working conditions. Health, safety and environmental management We are
proud to continue to work alongside TSMC, which is reputed to be the greenest semiconductor fabricator company in the world. By reducing emissions, recycling water and consuming less water, TSMC is already recognised as the best
performer in environmental protection. The Company has also turned its attention to other social responsibility issues, including the establishment of an extensive Education and Culture Foundation which targets resources towards education,
sponsoring of art and culture, community building and employee volunteering. The Company expects the highest of ethical standards of all its employees
and its policies and procedures support its stated aim of acting with integrity in all aspects of its operations. The Board director responsible for
health and safety matters is Will Gardiner, Chief Financial Officer. In 2012, Mr. Gardiner met with those who manage the Companys health and safety issues including the Chair of the Health, Safety, and Environmental (HSE) Committee. Reports
are presented to the Board twice each year covering health and safety matters, which includes statistics on accidents and incidents, progress against targets which have been set. In the UK, we have a Health, Safety and Environmental Committee which


meets regularly and is chaired by the Group Facilities Manager, who is also the senior health and safety manager for the Group. Our Health, Safety, and Environmental policies are available to all
employees on our intranet site as are the minutes of the HSE Committee and current HSE initiatives. Current HSE initiatives are explained below. During
2012 work continued in promulgating HSE best practices across the CSR group. Country Leaders and their deputies act as champions at their office location to support various training programmes and initiatives to raise awareness about health and
safety activities. Serious and imminent danger policies and procedures have been deployed and we are assisting local groups with their implementation. Newly established offices at Bristol, in the United Kingdom, and Freiburg, in Germany, have also
been included within this programme. The Audit Committee received reports on progress against the targets for such matters as part of its routine business at its meetings in February 2012 and July 2012. As a consequence of the Samsung Transaction, and the necessary diversion of resources in support of that project, and, following its completion in October 2012, the
transfer to Samsung of certain employees with day to day involvement in Health, Safety and Environmental matters, some of the planned initiatives have been deferred from 2012 into 2013. However, good progress was made in the first half of the year
with a number of sites instituting the undertaking of workplace inspections and risk assessments that are now conducted on a regular basis along with training for First Aid and Fire Marshall representatives.






|                       |  |      |       |  |      |  |       |      |  |  |       | 
|---------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- | 
|Employees by function: | 
|                       |  | 2012 |       |  | 2011 |  |       | 2010 | 
|R&D                    |  |      | 1,430 |  |      |  | 1,979 |      |  |  | 1,126 | 
|SG&A                   |  |      | 687   |  |      |  | 966   |      |  |  | 428   | 
|Total                  |  |      | 2,117 |  |      |  | 2,945 |      |  |  | 1,554 | 
|                       |  |      |      
|Employees by region:   |  |      |       |  |      |  |       |      |  |  |       | 
|                       |  | 2012 |       |  | 2011 |  |       | 2010 | 
|Europe                 |  |      | 609   |  |      |  | 868   |      |  |  | 801   | 
|Asia                   |  |      | 1,045 |  |      |  | 1,220 |      |  |  | 463   | 
|USA                    |  |      | 463   |  |      |  | 857   |      |  |  | 290   | 
|Total                  |  |      | 2,117 |  |      |  | 2,945 |      |  |  | 1,554 | 



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The executive director with responsibility for the Groups Environmental Management System (EMS) throughout 2012
was Mr. Chris Ladas, Operations Director. The EMS, which has the support of the Board, has been developed reflecting our existing low eco-footprint, with all employees working in office based environments, whilst recognising that high standards
should be established and maintained across all aspects of our operations. The ongoing management of EMS is overseen by a team incorporating managers responsible for Facilities, Business Management Systems and Quality Assurance. The team establishes a programme of action for each year and monitors progress against targets. Progress in carrying out the action plans is monitored by the
Companys internal Quality Assurance department, which reports regularly to the Internal Auditor and to the Audit Committee. In 2013, the Company underwent a certificate renewal assessment for both ISO 14001 and OHSAS 18001 which was completed
by Lloyds Register Quality Assurance Limited, an internationally recognised independent assessor. The assessment confirmed that the Companys Management System continues to satisfy the requirements of ISO 14001:2004 and BS OHSAS 18001:2007,
with no nonconformities being raised during this visit, and continued certification to these standards was awarded. Certification requires that we have
an EMS which defines the environmental policy of the Group and sets objectives intended to drive continuous improvements in environmental awareness and practices.  Environment Our
environmental policy includes commitments to:  

employee consultation and training;  

assessment of our activities and product related environmental impacts to identify targets for continuous improvement; and  

legal compliance and due consideration of other stakeholder environmental requirements.
 We believe that we are taking considerable steps to contribute to sound environmental practices, covering not only the manufacture and supply of our products but
also positive measures to establish and


build on good working practices within our various office locations. We have
registered and fulfilled requirements pursuant to the Carbon Reduction Commitment (CRC) and reported the energy consumption of our UK premises. We continue to take steps to monitor and minimise our Co2emissions through on-going energy efficiencies. Organisations that participate in CRC are required to purchase allowances for each tonne of
Co2e, based on energy consumed. The first Co2e allowance sales for 2011-12 emissions took take place in 2012. This is intended to provide
a direct incentive for businesses to reduce energy use emissions, since the lower the emissions, the lower the levy paid to the Government. For 2012, the appropriate number of allowances were surrendered in accordance with the scheme. Good progress was made in the first half of 2012 on monitoring and evaluating any energy efficiencies that had arisen from the continued operation of the new
chiller system at our Cambridge HQ. We believe that there is the opportunity for additional efficiencies which will be considered under a cost/benefit analysis during 2013 as part of our consideration of continuous improvements. In Cambridge, we remain committed to continuous improvement in the recycling of spent materials. The total amount of all waste types recycled during 2012 was
115,014 kgs which is equivalent to 70% of all the waste that we produce, and was 5% ahead of our target for the year. Over the same period, landfill waste reduced from 38.5% to 30%. Staff are actively encouraged to support such initiatives. Waste
bins are segregated into categories of recyclable materials and no offices have waste bins. In addition, part of the selection criteria for waste removal contractors considers their environmental credentials. CSR has long been committed to optimising the use of greener materials in our end products. We continue to work with customers and suppliers as well as
our own in-house teams in developing and supplying products which meet the highest standards as regards minimising the use of hazardous substances. CSRs products are manufactured and packaged in a variety of forms. All


new products released by CSR in recent years are manufactured according to CSRs own green standards. The green standards have been developed by CSR as part of continual
engagement with leading global companies who are customers of CSR and also with the support of our suppliers. CSRs green standards therefore reflect not only internationally recognised guidelines but also the feedback of our customers, whose
requirements frequently exceed the minimum conditions set by governments and regulators. We have dedicated staff who assist in the development of all
new products and the review of existing product lines targeting the use of greener materials. Part of their role is to monitor established and pending legislation and standards published by national and supranational governments and agencies and to
ensure that we are proactive in going beyond the minimum requirements in our compliance with the types and quantities of materials used. In this respect
we work closely with both customers and suppliers in developing products to reduce the use of hazardous materials, and through testing and certification, ensuring ongoing compliance. Our standard integrated circuits are fully compliant with all existing European legislation, including RoHS and REACH, as well as in other territories where equivalent legislation has been introduced. In addition to procedures that establish and monitor compliance, we have processes in place to make sure that customers are supported with up to date materials
information and laboratory analysis to validate the environmental compliance of our products. In August 2012, requirements for reporting on the
utilisation of certain so-called "conflict minerals" were adopted by the US Securities and Exchange Commission ( the "SEC") pursuant to provisions of the Dodd Frank Wall Street Reform and Consumer Protection Act, (the "Dodd Frank Act"). As a result
of this decision, companies registered with the SEC must prepare for making certain disclosures commencing from May 2014 on their use of specific conflict minerals (Tantalum, Tin, Tungsten and Gold). Whilst CSR is not a direct buyer of the conflict






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Business and financial review

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minerals from source, we recognise that we
will need to report on our supply chain and the extent to which such conflict minerals may be used in our products. To that end, we are taking steps which will continue through 2013, to gather responses from our suppliers that will support us in our
endeavours to conform to the requirements of the Dodd Frank Act in respect of conflict minerals disclosure. We recognise the importance of ensuring that
our key suppliers have appropriate policies and practices on Social, Environmental and Ethical matters. Key manufacturing partners are selected and assessed based on certification to appropriate globally recognised standards such as ISO 14001, OHSAS
18001 and SA 8000. Audits of their operations are undertaken regularly to ensure that appropriate standards and certification exists. During 2012,
reviews of product environmental compliance were conducted by our Supplier Audit Team at ASE in Taiwan and China. Through these reviews, we obtained assurances on certain practices and supporting certifications. Based on the extent of our ongoing engagement described above, the Board believes that steps are being taken to mitigate against the risks relating to health,
safety and environmental responsibilities and there is no present expectation that prevailing practices would materially affect our strategic objectives. Events subsequent to 20 February 2013 (authorised for issue date) At 28 December 2012, a provision of
$9.9 million was held in respect of obligations the Group assumed through the acquisition of Zoran to meet liabilities that may arise as a consequence of the ongoing Securities and Exchange Commission (the SEC) litigation against
former executive of Microtune Inc., a subsidiary undertaking.


In March 2013, the SEC, on the basis of the U.S. Supreme Courts ruling in Gabelli vs. SEC, No. 11-1274
(27 Feb 2013), filed a motion to dismiss its petition for writ of certiorari to the U.S. Supreme Court. We anticipate that the U.S. Supreme Court will likely grant such motion to dismiss, and, in any event, we will reassess the provision when
the U.S. Supreme Court issues a ruling. As previously announced in the Form 6-K furnished by CSR on 20 March 2013, following shareholder
approval obtained at a general meeting held on 14 March 2013, CSR entered into a non-discretionary programme to purchase ordinary shares up to an aggregate value of $50 million. Pursuant to an engagement letter, the buy back programme will be
managed by J.P. Morgan Securities plc, which makes its trading decisions independently of CSR. Acquisitions will be effected within certain pre-set parameters, and in accordance with both CSRs general authority to purchase shares and
Chapter 12 of the UK Listing Rules. Following this announcement, CSR has purchased ordinary shares from J.P. Morgan Securities plc, which are held as treasury shares.








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Risk Factors



Risk Factors The following section sets out the risks that we have identified as a result of the review process undertaken by our executive management and Board, which is explained in more detail on pages 62
to 63 of our Corporate Governance report. It reflects the risks that we believe could have a material adverse effect on, among other things, the execution of our strategy, our market share, competitive position, business performance, results of
operations, financial position or profitability. The management of risk and the ways in which we seek to mitigate the impact of such risks forms part of
our day to day operations and of each function. In the Business Review, on pages 38 to 40, we explain matters which formed part of the reviews undertaken by management and the Board during 2012. Risks associated with ownership of our ordinary shares can be found on pages 145 and 146 of the Directors report  Corporate and share information. We may fail to identify, develop, or acquire the right technologies or introduce the right products to win in our selected markets, due
to misunderstanding customers, markets or technology trends. An important factor in remaining competitive is to understand the requirements of our
customers and provide them with technologies and solutions that will support them in their requirements to supply new and innovative products that may be attractive to users, including in consumer end markets. Our success depends on adoption by our
customers of the technologies we offer as well as development and


subsequent growth of these markets. We cannot predict the extent of such adoption or the growth in such markets, if any. While we invest significantly in research and development to identify such
new ideas and technologies, we may invest in the wrong areas, develop products which fail to meet our customers needs on a timely basis (or at all), or fail to pursue product development opportunities that our competitors undertake and bring
to market. This may for example occur because we fail to correctly assess, anticipate, or to react to, trends in technological evolution, industry
standards, or changes in the marketplace, or in circumstances where we acquire new technologies (either as a result of M&A or through assets purchases), but fail to incorporate the technologies which we acquire into our development programmes. Our technologies may, therefore, decline in importance or be replaced entirely as the prevailing technology; or superior technologies may be developed
by competitors, which could result in our products becoming less competitive. We may fail to execute on the delivery of new products on
a timely basis or manage our development roadmap effectively. Meeting our strategic objectives and growing our business is dependent on our ability to
develop new, and often increasingly complex, smaller semiconductor solutions for existing and new markets and to then qualify our products under industry standards or prescribed regulations to enable us to introduce them to the market in both a
cost-effective and timely manner. The design and sales cycle for our integrated circuits can take up to 36 months and, in some cases, even longer. The delay or failure by us to launch and deliver new products on a timely basis or in line with our customers expectations or market requirements
could result in a decrease in customer orders, thereby adversely affecting our revenue and our market share. We may not hire, retain or
develop the people needed to support our business objectives. We depend on specialist skills and capabilities of our employees to develop new
technologies and products to compete effectively and secure new business.


Key personnel may leave without us being able to replace them with new suitably qualified and experienced personnel. Our people have experienced significant change, including those associated with events leading up to and following the acquisition of Zoran in 2011, and
the more recent disposal in October 2012 of our handset connectivity and handset location development operations as a result of which more than 300 employees were transferred out of the Group. Following this transfer, CSR is investing in securing additional personnel and capabilities (including technical capabilities) but may be unable to identify, acquire and retain such resources, which in turn could
affect CSRs ability to execute its strategy. The failure to recruit people or to provide adequate training or development may result in our employees not having the required knowledge and skills for us to pursue our strategy. This could
adversely affect our business. We may fail to target or support the right customers. The sales which we achieve from our products are largely dependent on the commercial success of our customers products. Our success also depends on creating interest and demand for new ideas and technologies that are brought to end markets through our customers products. If our customers products are unsuccessful, or expected adoption of new ideas fails to occur, on a timely basis or at all, our business may be
materially adversely affected. We are regularly, and may continue to be, subject to litigation, including claims that we infringe third
party intellectual property rights. From time to time in the ordinary course of our business, we have received, and may continue to receive,
communications from customers, competitors and others threatening litigation in respect of claims that we have breached rights or obligations belonging or owed to them concerning patent and other intellectual property rights (IPR). Additionally, we
have in the past received and may in future receive notices, that challenge the validity of our patents. All of these claims may involve technology and
patents that may






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apply to a wide range of our products and know
how. We are, and expect to be on an ongoing basis, involved in litigation, including that associated with intellectual property. Such litigation
typically involves allegations of infringement and seeks unspecified damages, a permanent injunction against further infringement, a finding of wilful infringement, and attorneys fees and costs. As we diversify and grow our business, we may
become more involved in litigation or susceptible to infringement claims. We and our customers who use our products have in the past been, and currently are, subject to material patent infringement litigation. We and our customers may in the future
be subject to further IP claims by third parties alleging infringement of our patents or other IPRs, including, for example, by third parties whose sole business is the assertion of patent rights and IP litigation, which is common in this industry. Companies in the semiconductor industry often aggressively protect and pursue their IPR, including by filing complaints with the US courts or
administrative bodies such as the US International Trade Commission (ITC) urging it to investigate the import and sale of allegedly infringing products. ITC litigation typically involves the plaintiff seeking an exclusion order against future import
of the infringing integrated circuits, chipsets and products including the same and a cease and desist order in relation to marketing, advertising, demonstrating, warehousing for distribution, offering for sale, selling, distributing, licensing or
using the infringing products in the US or transferring them outside the US. The defence of claims, including those concerned with IP,
even if determined in our favour or mutually settled, could result in significant costs and harm to our reputation. Litigation, including infringement
claims that have been, or may in the


future be, brought against or involving us, may require the expenditure of potentially significant funds and resources, including significant attorneys fees, and time, to litigate, defend
or settle such claims. Litigation related to such claims, whether in courts before administrative bodies such as the ITC, or in arbitration, can be complicated, protracted and expensive with regard to litigation fees and costs or settlement. IP
claims could also divert the attention of our management or other key employees. No assurance can be made that third parties will not seek to commence additional litigation against us, or that the pending and/or additional litigation will not have a
material adverse effect on our business. Any of the foregoing could have a material adverse impact on our business, revenue, operating expenses, financial condition and profitability. The outcome of any litigation is uncertain and either favourable
or unfavourable outcomes could have a material impact. Litigation can take months or years to resolve, even if mutually settled between the parties in
suit. While a claim is pending against us, our customers may be reluctant to include our products as part of their future product design, including if they believe that our products might ultimately be subject to an injunction or other legal remedy
preventing their sale, import or use. Therefore, even if we are ultimately successful in defending an infringement action, negative publicity could have
a material adverse effect on our business, in addition to the expense, time, delay and burden on management of the litigation itself. We
may incur indemnity obligations under our contracts with customers. We have agreed to indemnify some customers for costs and damages of IP infringement
in some circumstances. These agreements may subject us to significant indemnification claims by our customers or others. Indemnification claims may subject us to payment of attorneys fees and costs for our attorneys, as well as for our
customers attorneys. In addition, we could be required to pay damages, exemplary damages, potentially substantial attorneys fees and court costs awarded against the customer, and licensing or settlement costs. If an injunction is issued
against a customer, we may be required to pay for alternatives for the


customer, which may or may not be available, and customers losses resulting from the injunction. We may also be required to redesign products at substantial cost, which may increase our
operating cost and require expenditure of time, including the time of management, and such redesigns may not be successful technically or in solving the underlying legal concerns. To the extent we dispute a customers right to indemnification,
such dispute may harm our goodwill and reputation with the customer and may harm the possibility of future business from that customer. In some instances, a customer may demand discounts or refuse to pay outstanding invoices in light of the
customers indemnification demands. We have received, and expect to continue to receive, indemnification requests from customers that are involved in intellectual property litigation implicating, directly or indirectly, our products. In some instances, our products are designed for use in devices used by potentially millions of consumers, such as, for example, mobile telephones,
automobiles, including in-dash navigation units, personal navigation units, headsets and gaming devices. Our server software is placed on servers providing wireless network services to end-users. Because of the widespread consumer uses of devices
using our products, we could be subject to considerable exposure should an infringement claim occur against us or our customers. We fail
to manage the transition to smaller geometry process technologies. To remain competitive and sustain our prospects for growth, we need to provide
products and solutions which incorporate increasingly complex features, whilst at the same time meeting increasingly exacting requirements on size, power and cost. This requires us to progressively transition our semiconductor and system on chip
products to increasingly smaller line width geometries (meaning chips of a smaller size whilst incorporating faster processing time using less power) which helps support customer demands for smaller, more powerful and cost effective solutions. This
transition requires modifications to design and manufacturing processes, and achieving these modifications could result in delays in product deliveries, increased expenses or reduced manufacturing yields.






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Failure to transition to smaller geometries, on a timely basis (or at all), particularly in the development of system
on chip solutions, could harm our competitive position. Our Information Technology and automated systems could suffer an interruption or
chronic failure disrupting the conduct of our business. We rely on IT systems to support our operations globally. The loss of IT systems could affect
our development work, for example by delaying a project, causing errors to occur in the software we develop for our products, or preventing us from launching new products on time. Loss of our systems could also disrupt or cause delays in recording and satisfying customer orders, or result in errors in ordering products from our suppliers. We could also lose the means to make decisions in
conducting our business on a timely basis. In addition, as we grow our business, we expect that our IT infrastructure will need to grow as well. We may
face increased costs to efficiently coordinate and control our IT infrastructure, which could adversely impact our results of operations and profitability. If our IT systems fail to evolve along with the needs of our business, for example, due to
our lack of investment or failure to predict future business needs, our ability to develop new products, maintain adequate operating systems or grow our business could also be adversely affected. We may fail to have appropriate measures and arrangements to protect and use commercially sensitive information, including intellectual property. The information shared between us and third parties, (which includes the intellectual property owned by us, our suppliers and our customers), for the
development of products and technologies is commercially sensitive and highly confidential. We enter into agreements with our employees, consultants, commercial partners and others to control access to, and distribution of, our technologies,
documentation and other proprietary information and that of third parties. Despite these efforts, persons may attempt to obtain, use, copy, disclose, distribute, offer for sale or make our products, services or technology without authorization,
including but not limited to combining with or releasing


our code as open source. Monitoring the use and disclosure of our commercially sensitive information is difficult, and our security measures and contractual provisions may not prevent the
unauthorised use or disclosure of our commercially sensitive information. Controls or restrictions put in place to protect data or ideas may not be sufficient and legal remedies are limited in different geographies. We cannot assure you that our efforts to prevent the misappropriation or infringement of our intellectual property or the intellectual property of our customers
will succeed. To enforce a breached contract requires the initiation of litigation. The initiation of litigation may adversely affect our relationships and agreements with certain customers that have a stake in the outcome of the litigation
proceedings. Litigation is very expensive, time consuming and may divert the attention of management and other key employees from the operation of the business, which could negatively impact our business and results of operations. Additionally, despite our security measures, persons could attempt to penetrate our computer systems and networks to misappropriate our proprietary information and
technology or interrupt our business. Because the techniques used by computer hackers and others to access or sabotage networks change frequently and generally are not recognized until launched against a target, we may be unable to anticipate,
counter or ameliorate these techniques. In addition, our information technology and infrastructure may be breached due to employee error, malfeasance or other disruptions. Failure of such controls may result in the Company breaching the intellectual
rights of third parties or undertakings we have given to safeguard third party information. In the event of an inappropriate exposure or
misappropriation of our IP, the Companys business reputation and its operating performance and results would be adversely affected and if such information were to be released to unauthorized parties, including competitors, litigation could be
increased, and our business would suffer. Intellectual Property Rights may provide insufficient protection. Protecting our proprietary technology is an important part of being able to compete successfully. We rely on a


combination of patent, trade secret, copyright and trademark laws, nondisclosure and other contractual agreements and technical measures to protect our proprietary rights. These measures and the scope of rights may not be sufficient to protect our technology from third-party infringement, invalidation, challenge, circumvention or to
protect it from the claims of others. If our intellectual property rights do not adequately protect our technology, our competitors may be able to offer products similar to ours. Also, the laws of some countries, such as China, in which we operate
and/or from which we derive significant amounts of revenue, may not protect intellectual property to the same extent as, for example, the laws of the United States and Western Europe, and our products may be at risk for misappropriation by third
parties. Our patent applications may not provide sufficient protection for all competitive aspects of our technology or may not result in issued
patents. Issued patents may also not provide us competitive advantages. Competitors may also independently develop technologies that are substantially equivalent or superior to our technology and may obtain patents that restrict our business. If
competitors are able to use our technology, our ability to compete effectively would be affected. Moreover, while we hold, or have applied for, patents relating to the technology used in our products, some of the products are based in part on
standards, for which we do not hold patents or other IPRs. Even where we have an issued patent, we may choose not to pursue all instances of patent infringement. Our failure or inability to obtain sufficient intellectual property rights protection could increase our expenses and harm our competitive position and result in increased litigation. Design errors could go undetected during our development or validation phases leading to product recall or customer dissatisfaction. The products that we supply to our customers are required to operate to very precise specifications. We may not detect errors or defects during the
research & development of the hardware and software, which are used in our products or in their






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manufacture, or fail to identify bugs or
susceptibility to connectivity viruses before the products are supplied to customers or installed in the customers own finished devices. This may occur due to inadequate testing, evaluation, insufficient or inadequate and suitably trained
resources capable of identifying potential problems. Errors, defects, bugs or viruses could result in our customers devices being faulty, which
would result in returns from customers. If failures of faulty devices are attributable to our products, we may face claims for losses or damages, incur costs for rectifying the defects or replacing the product, and experience order cancellations,
any of which would adversely affect our results. In addition, if any of our products failed to comply with customer specifications (including in respect of environmental matters), customers could have a right to reject or return products to us. We have agreements with customers that provide warranty protection or indemnities. Some of these agreements have no limitations on liability and for
those that do, the limitations may not be enforceable. Also, any insurance coverage (to the extent it is available) against losses that may arise as a result of some product defects may not be sufficient to cover claims asserted against us, or may
not continue to be available generally or on reasonable terms. Product defects could have longer term harmful effects on our reputation or our relationships with our customers or the market acceptance or sales of our products. We may fail to manage inventory levels, in particular for our Legacy Products Group and those affected by end of life manufacturing cycles. The lead time to manufacture and test our products for delivery from our suppliers ready for shipment to our customers can take 12 weeks and in some
cases even longer. To ensure we have sufficient product to meet


our customers future demand, we have to make assumptions about their order levels, relying on customer projections as well as our own judgement and experience. Due to general economic conditions and the volatile nature of the consumer electronics markets, actual demand can differ significantly from our assumptions. Such
fluctuations in demand tend to be more extreme during the initial launch of new products and also towards the end of a products economic life, when demand can vary substantially from expectations. Such fluctuations can result in us ordering too little product, meaning we cannot meet our customers requirements, or too much, meaning we are holding excess
inventory which we might not be able to sell to our customers in the future. Where we have discontinued investment in new products, (for example, the
DTV business which was closed in 2011 and in handset connectivity where we have ceased new developments following the sale of that business to Samsung in 2012), we envisage declining demand for products that are nearing the end of their life, as
customers switch to alternative and newer products. As a result, we believe there is increased risk of holding too much inventory for such products which may result in us either having to charge lower prices in order to sell the product, being
unable to sell the products, or write of the inventory, resulting in the Company incurring material costs. From time to time, circumstances may arise
which require us to order greater quantities of products in order to meet expected demand over the longer term, albeit this is greater than the levels forecasted by customer order schedules. For example, during 2012, we were informed of the decision
of a supplier to cease manufacture of a product. This has required us to plan orders at higher volumes in the short term, in order to allow us to support customer demand in the period after manufacturing by our suppliers ceases. We may find that we
have ordered too much of these products and are left holding inventory which is no longer required, which may result in us either having to charge lower prices in order to sell the product or being unable to sell the products, write off the
inventory, resulting in the Company incurring further material costs.


Depressed economic conditions may continue to adversely affect demand for our products and hence our
financial performance. Depressed global economic conditions persisted through 2012: even China, which in prior years had maintained economic growth and
consumer spending, saw a general slowing in its economy and these conditions are likely to persist during 2013. Our products predominantly are, and will continue to be, supplied for incorporation into devices intended for the consumer market. If
depressed economic conditions persist or worsen and sales of such consumer devices decline, demand for our customers products, and therefore for our own products, are also likely to decline. Any difficulties experienced by our customers and
suppliers in accessing sources of liquidity could also seriously disrupt their businesses, which could lead to a significant reduction in future orders of our products or difficulty on their part to meet their payment obligations to us or the
inability of suppliers to meet their obligations to us in supplying products or continuing to support our business needs. We may fail to
properly manage the Transitional Services Agreement (TSA) and overall relationship with Samsung Electronics Co., Ltd (Samsung) and suppliers. In October
2012, we completed the disposal of our handset connectivity and handset location development operations to Samsung. Under the terms of that disposal,
CSR and Samsung entered into a Transitional Services Agreements,which sets out the terms for the provision of support by each to the other and certain services for a maximum period of 24 months from 4 October 2012. For example, we have agreed to
provide continued assistance in relation to finalising the development of CSR9800 and securing long term supply arrangements for that product. Also, Samsung has undertaken to provide access to certain expertise and resources during an interim
period, whilst we procure replacement resources. Failure to provide the required support or meet certain deliverables could result in claims against us
under the terms of the disposal agreement. Further, our obligations under the TSA, requires us to assign human and financial resources, which are diverted away from supporting our






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own ongoing business activities. In addition, the transaction consideration may be reduced by up to $10 million if Samsung ceases development of CSR9800 prior to 1 June 2013, or if that
product is not shipped in commercial quantities on or before 1 June 2014. If we are unsuccessful in defending any challenge to our
IPRs, such IP claims could subject us to significant costs, adversely affect our ability to market our products, require the redesign of our products or require us to seek licences from third parties and adversely affect our reputation and results
of operations. If we are unsuccessful in any challenge to our rights to market and sell our products, we may, among other things, be required to:  

pay damages, royalties, lost profits, exemplary damages, and/or the third partys attorneys fees and costs, which may be material;  

cease the development, manufacture, use, marketing and/or sale of products that use the intellectual property in question in light of a court-imposed order or
injunction or in light of an administrative order such as, for example, an ITC order;  

cease the importation of products into the United States or other countries in light of a court-imposed order or injunction or in light of an administrative
order such as an ITC order;  

expend significant resources to modify or redesign our products, manufacturing processes or other technology so that we do not infringe others IPRs, or to
develop or acquire non-infringing technology, which may not be possible; and  

obtain licenses to the disputed rights, which could require; the payment of substantial upfront fees and future royalty payments and may not be available to us
on acceptable terms, if at all; or that we cease marketing the challenged products, and failure to obtain a license may be a competitive disadvantage as compared to competitors who are able to obtain such rights. Any of the outcomes above may materially and adversely affect our business.


We do not have long-term contracts with our customers. In keeping with wider industry practice, we do not generally enter into long-term purchase contracts with our customers, and we cannot predict whether our current
customers will continue to place orders or whether existing orders or contracts will be cancelled. Customers generally purchase our products subject to
short-term purchase orders, which, in some cases, the customer may revise or cancel altogether (for example, due to slowing demand, economic conditions, change in end consumer purchasing preference or other events beyond the control of the customer,
including natural disasters, such as the earthquake and tsunami in Japan in March 2011). If our customers stop placing orders for our products or cancel existing orders or contracts, our revenue would be adversely affected. The average selling prices of our products have historically declined over their life and this is likely to continue. We have in the past reduced, and expect in the future to reduce, the average selling prices of our products in response to competitive pricing pressures, or new
product introductions by us or by our competitors, among other factors. We may fail to offset reduced prices by increasing our sales volumes, reducing
costs or successfully introducing new products at higher prices. Any of the foregoing could adversely affect our operating results. We
rely on a limited number of third party foundries and subcontractors (in some cases sole suppliers) to supply materials, manufacture, assemble and test integrated circuit products which may be unable to meet the requirements of our business. We do not own or operate a fabrication facility and, therefore, rely on third parties; in particular TSMC and ASE, to supply materials, manufacture,
assemble and test our products on a timely basis and to agreed specifications. We purchase critical components from a small number of suppliers, and for certain raw materials a single supplier, in supporting the manufacture of our products. We have no long term supply contracts and, therefore, our


suppliers are generally not obligated to perform services or supply products to us for any specific period, in any specific quantities, except as may be provided in a particular purchase order. Because of this reliance on third parties, we are subject to risks, which we have experienced in the past and which may occur in the future,
including:  

changes to the terms on which the third parties are able or willing to supply products and services, including adverse changes to pricing, inadequate capacity
made available to us for the manufacture or testing of our products or to support the delivery of finished products, for example by providing that capacity to other customers in preference to us;  

natural disasters, including earthquakes and tsunamis (such as the events in Japan in March 2011 and more recently floods in Thailand), pandemics or geopolitical
instability (such as the riots in China in September 2012) resulting in our suppliers being unable to obtain the raw materials to satisfy particular orders, interruptions in manufacturing or testing at the supplier sites, plant shut-downs, closures
or cessation of business altogether;  

changes in working practices affecting product qualification or product quality, changes in management personnel of suppliers affecting working relationships, as
a result of reorganisations, mergers, acquisitions or disposals;  

financial difficulties that may result in our suppliers being unable to obtain raw materials or services to satisfy particular orders, plant shut-downs or
closures or cessation of business altogether;  

quality problems at suppliers manufacturing sites, resulting in lower yields, product failures and product returns; and  

limited control over suppliers delivery schedules, quality assurance and control and production costs. We have experienced some of the foregoing in the past. For example, in 2013, one of our suppliers will cease the manufacture of a product that we supply to our
customers. If we cannot source the products we need from one of our third party suppliers, we may be unable to quickly source our requirements from alternative suppliers. The loss of any such supplier, disruption of the supply chain, or






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delays or changes in the design cycle time
could result in delays in the manufacture and shipment of products, additional expense associated with obtaining a new supplier, impaired margins, reduced production volumes, strained customer relations and/or loss of business. Any of these
developments would adversely affect our ability to deliver products, undermine our perceived reliability and adversely affect our operating results. We could be adversely affected as a result of financial difficulties of, or failure by, our distributors. We supply a significant proportion of our products to end customers through third party distributors. Our largest distributor accounted for approximately 16% of our revenue in 2012, 18% of our revenue in 2011,
compared to 12% in 2010. The distributors are independent third parties who support our own direct marketing and sales. The current economic environment presents significant challenges for our distributors, including:  

uncertain demand patterns, which mean distributors risk ordering more products than they require to satisfy our end customers, resulting in them holding
excessive inventory;  

restrictions on credit terms, which mean distributors may have difficulty in selling products because end customers do not have the cash flow to enable them to
buy from the distributors; and  

fluctuating order patterns, which means end customers may amend existing orders or stop buying products because of insufficient demand, each of which could
affect our distributors ability to continue in business. Our business would be disrupted if end customers were unable to obtain
our products from the distributors on a timely basis. In the event a distributors fails, we may be unable to collect amounts owed to us, for products that we have supplied or recover those products in default of non-payment.


International political and other risks may adversely affect our operating results. We derive nearly all our revenue from sales outside the UK. For example, our sales in China, where we maintain three branches/subsidiaries and
approximately 300 employees, accounted for 40%, 44% and 55% of our revenue in 2010, 2011 and 2012, respectively. Further, one of the subcontractors that manufacture our products has operations located in China. As a result, we are subject to
economic climate, political environment, government policies and other risks in each of the countries in which we and our customers operate, including in China, where the political legal and economic climate, both nationally and regionally, is
extremely volatile and unpredictable. Examples of economic and political developments that could adversely affect us include government control over capital investments, increased taxation, restrictions on imports, import duties or currency
revaluations. We may face difficulties in complying with business practices or managing cultural differences, difficulties in working with local
infrastructure and transportation networks, as well as difficulties in complying with local regulatory requirements in the design of products in each of the countries in which we and our customers operate. In particular, we are exposed to the legal
and regulatory environment in China, which is subject to inherent uncertainties. For example, protections of intellectual property rights and confidentiality in China may not be as effective as in the US or other countries or regions with more
developed legal systems. We may also incur costs in complying with new laws and regulations (for example, labour laws and regulations have been recently enacted in China). Moreover, we and our customers are subject to various import and export laws and regulations. Government export regulations apply to the encryption or other features contained in some of our products. As a result,
we and our customers may face restrictions on imports and exports or incur costs or operational limitations in obtaining and complying with the required permits. For example, the Chinese government imposes controls on technology import. If we fail
to continue to receive licenses or otherwise comply with these regulations, we may be unable to manufacture the affected products at foreign foundries or ship these products


to certain customers, or we may incur penalties or fines. Our product or manufacturing standards
could also be impacted by new or revised environmental rules and regulations or other social initiatives. For instance, there is new US legislation to improve the transparency and accountability concerning the supply of minerals coming from the
conflict zone of the Democratic Republic of Congo. This legislation includes disclosure requirements regarding the use of conflict minerals mined from the Democratic Republic of Congo and adjoining countries and procedures regarding a
manufacturers efforts to prevent the sourcing of such conflict minerals. Those new rules, which will require reporting in 2014, could adversely affect our costs, the availability of minerals used in our products and our
relationships with customers and suppliers. If we or our customers fail, or are unable, to manage these risks in the various markets in which we
operate, our business may be materially adversely affected. We may fail to compete successfully in a very competitive market. The markets for our products are highly competitive and rapidly evolving. We compete in different markets to varying degrees on price, technical
performance, product features, product system compatibility, product design and technology, timely introduction of new products, product availability, and sales and technical support. We are seeing increased competition throughout the markets in
which we operate. The increased competition could result in more pronounced price reductions, reduced margins and/or loss of market share. Within the
markets in which we operate, we face competition from public and private companies, as well as the in-house design efforts of their customers. A number of our competitors have significantly greater financial, technical, manufacturing, marketing,
sales and other resources than we do. Some of our competitors bundle their connectivity and location products with baseband processors, and we may lose those customers that prefer to use platform suppliers of the full suite of connectivity and
baseband modem solutions. If we fail to compete successfully, our results of operations and prospects would be adversely affected.






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##### Table of Contents

Board of Directors



Board of Directors  p Audit Committee n Remuneration Committee  Nomination Committee Directors Biographies Will
Gardiner Mr. Gardiner (age 48), Chief Financial Officer, joined CSR as Chief Financial Officer in June 2008. Prior to joining CSR,
Mr. Gardiner was Finance Director for Technology and Enterprise at BSkyB plc. Before its acquisition by BSkyB in 2006, Mr. Gardiner had, since 2001, been CFO of Easynet Group plc, a pan-European broadband telecoms company. Between 1991 and
2001, Mr. Gardiner held a number of senior roles within JPMorgans investment banking division, specialising in the telecoms and technology sectors. Mr. Gardiner has a BA from Harvard College and MA from Johns Hopkins University. Anthony Carlisle p n  Mr. Carlisle (age 66), a non-executive director and CSRs Senior Independent Director, was appointed a non-executive director of CSR in July 2005 and was
appointed as Senior Independent Director on 27 May 2009. He is also a member of our Audit, Remuneration and Nomination Committees. Mr. Carlisle is the Chief Executive of Citigate Dewe Rogerson Consultancy. He has over 30 years experience in
marketing and communications, advising major companies in the UK and internationally. He holds a BA in Economics.


Joep van Beurden Mr. van Beurden (age 52), Chief Executive Officer, was appointed Chief Executive Officer on 1 November 2007. He has over 15 years of experience in managing technology companies in the US and
Europe. Prior to joining CSR, Mr. van Beurden was Chief Executive of NexWave Inc., a provider of embedded software solutions for the consumer electronics market based in France. Before joining NexWave, Mr. van Beurden held senior positions at
Canesta Inc., a fabless semiconductor company in San Jose, California and Philips Components also in San Jose. Prior to that, Mr. van Beurden had worked for five years for management and strategy consultants McKinsey & Company in
Amsterdam. Mr. van Beurden has also worked as a crude oil trader for Royal Dutch Shell in Rotterdam and lectured in Physics and Electronics at the University of Zambia in Lusaka. In January 2009, Mr. van Beurden was appointed a director of
the Global Semiconductor Alliance (GSA), a not-for-profit organisation supporting collaboration, supply chain integration and innovation in the global semiconductor industry. He was appointed Chairman of the GSA in December 2011 after serving as a
Vice Chairman since December 2009. Mr. van Beurden holds a Masters degree in Applied Physics from Twente University of Technology in Enschede, The Netherlands. Ron Mackintosh n  Mr. Mackintosh (age 64), Chairman, has served as a non-executive director
since May 2004 and was appointed Chairman with effect from 2 May 2007. Mr. Mackintosh is a non-executive director of software company Fidessa Group plc and non-executive chairman of AlertMe.com Ltd. Mr. Mackintosh has held a
number of senior executive positions in European technology companies. Between 1992 and 2000, Mr. Mackintosh was Chief Executive of Computer Sciences Corporations (CSC) European business, which had revenues of $2.5 billion. He is also a
former director of Gemplus SA, and the former chairman of each of Smartstream Technologies Ltd, Northgate Information Solutions plc and also of Differentis, a privately owned IT consultancy which he co-founded in July 2000. Mr. Mackintosh
is Chairman of the Nomination Committee and a member of the Remuneration Committee.


Andrew Allner p n  Mr. Allner (age 59), a non-executive director, joined CSR as a non-executive director on 1 October 2008. Mr. Allner was appointed Chairman of the Audit
Committee on 27 May 2009 and is also a member of the Remuneration and Nomination Committees. Mr. Allner is a chartered accountant with extensive experience in senior executive and non-executive positions. Mr. Allner is currently Chairman of
Marshalls plc, a non-executive director, senior independent director and Chairman of the Audit Committee at AZ Electronic Materials SA and The Go-Ahead Group plc, a non-executive director and Chairman of the Audit Committee of Northgate plc and
non-executive Chairman of Fox Marble Holdings plc. On 25 April 2013, Mr. Allner will be appointed non-executive Chairman of the Go-Ahead Group plc. Mr. Allner was Group Finance Director of RHM plc, taking a lead role in its flotation in July 2005 on
the London Stock Exchange. Prior to joining RHM plc, Mr. Allner was CEO of Enodis PLC. Mr. Allner has also served in senior executive positions with Dalgety PLC, Amersham International PLC and Guinness PLC. He is a former partner of Price
Waterhouse and is a Fellow of the Institute of Chartered Accountants in England and Wales. He is a graduate of the University of Oxford. Christopher Ladas Mr. Ladas (age 67),
Operations Director, was appointed a director of CSR on 1 January 2008. He joined the Company in May 2000 when he served as CSRs Executive Vice President, Operations. He has been instrumental in establishing CSRs supply chain
partnership with TSMC, world leader in wafer foundry operations and ASE, the largest assembly and test subcontractor in the industry. Mr. Ladas currently serves as Executive Vice President Operations. Between January 1996 and May 2000,
Mr. Ladas served as the vice president of operations at Micro Linear Corporation. Prior to 1996, Mr. Ladas held several managerial and technical positions at National Semiconductor, Fairchild, Harris, Sperry, Motorola and Signetics.
Mr. Ladas holds a BS in Chemistry from Arizona State University, USA. He is also a member of the Institute of Electrical and Electronics Engineers and a member of the Europe, Middle East and Africa Leadership Council of the Global Semiconductor
Alliance.






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Board of Directors

continued



Sergio
Giacoletto-Roggio n  Mr. Giacoletto-Roggio (age 63), a non-executive director, joined CSR as a non-executive director on 4 January 2007. He is Chairman of the Remuneration
Committee and a member of the Nomination Committee. In December 2008, Mr. Giacoletto-Roggio retired from Oracle Corporation, where he had been executive vice president, Europe, Middle East and Africa and a member of Oracles executive
committee. Prior to joining Oracle in 1997, Mr. Giacoletto-Roggio was President, value added services at AT&T, before which he spent 20 years with Digital Equipment Corporation in various senior management and executive roles.
Mr. Giacoletto-Roggio has served on multiple company boards and IT industry associations. He is currently the senior independent director of Colt Technologies SA, a non-executive director of Oberthur Technologies Holdings, a non-executive
director of Temenos AG, and an Operating Partner with Advent International. Mr. Giacoletto-Roggio holds a Masters degree in Computer Science from the University of Turin. Teresa Vega p Ms. Vega (age 58), a non-executive director, joined CSR as a non-executive director on 27 October 2010 and is also a member of our Audit Committee. Ms. Vega has over 30 years experience gained working in the
technology and telecommunications industries for leading global companies, including Motorola Inc., where she served as senior vice president between June 2005 and July 2007, leading their global CDMA handset business, and Lucent Technologies Inc.,
where she served as Chief Operating Officer of the wireless infrastructure unit. In each of these organisations, Ms. Vega led and built multi-billion dollar divisions and spearheaded major product launches. Between 2002 and 2005, Ms. Vega also
served as Group President, Wireless Cable and Emerging Markets at Telecordia


Technologies Inc., a leading global provider of telecommunications software and services for network operators. Ms. Vega is currently non-executive chairman of Cambridge Broadband Networks
Limited and ip.access Limited, both Cambridge, UK based, and non-executive chairman of Arieso Ltd, based in Newbury, UK. Levy
Gerzberg Dr. Levy Gerzberg (age 68), a non-executive director, joined the Board of CSR as a non-executive director on 31 August 2011 as a
result of the acquisition of Zoran Corporation where he was co-founder, President, CEO and Director. Dr. Gerzberg has over 30 years experience in the high technology industry in areas related to ICs, software and systems utilising digital signal
processing in consumer electronics, communications, PCs, military and medical electronics markets. Prior to co-founding Zoran, Dr. Gerzberg was Associate Director of Stanford Universitys Electronics Laboratory, where he managed, conducted
research and taught. He was named Northern Californias 2003 Ernst & Young Entrepreneur of the Year in the Semiconductor category, and in 2004, he was honoured as the recipient of the California Israel Chamber of Commerce
International Partnership award. Dr. Gerzberg holds a PhD in Electrical Engineering from Stanford University and an MS in Medical Electronics and a B.S. in Electrical Engineering from the Technion-Israel Institute of Technology in Haifa, Israel. He
is currently serving his second term on the Consumer Electronics Associations Board of Industry Leaders. Chris Stone n Mr. Chris Stone (age 50), a non-executive director, joined the Board of CSR as a non-executive director on 16 July 2012 and is also a member of the Remuneration Committee. Mr. Stone served as Chief
Executive Officer of Northgate Information Solutions plc (now Northgate Information Solutions Holdings Limited), (Northgate) from October 1999 until December 2011, and was responsible for creating a market leader in providing specialist
software, outsourcing and information technology services to the human resources, local government, education and public safety markets across 5 continents with revenues of over £800 million and employing over 10,000 people. Following the


acquisition of Northgate in 2007 by private equity firm KKR for £1 billion, when Northgate de-listed, Mr. Stone remained as CEO until December 2011. Prior to his role at Northgate, Mr.
Stone held senior positions with Accenture, Digital Equipment Corporation UK and EDS.






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##### Table of Contents

Corporate governance report



Corporate Governance Report Chairmans introduction Your
Board is accountable to the Companys shareholders for creating and delivering sustainable shareholder value through the management of the Groups business. A key aspect of this is our commitment that the Board and all employees operate to
high standards of corporate governance, which we consider to be fundamental to business integrity and enabling the Group to operate successfully. Fulfillment of the principles of good governance is founded on personal accountability of members of
the Board and all employees. I and your other Board members believe this is driven from the top of the Company and should pervade throughout the organisation. Together with my fellow directors, we expect all employees to act honestly, with integrity and fairness and this is supported by established policies and is reinforced through a culture that is driven from the
Board members across the organisation. As an increasingly global business, the Board expects its various operations to act in accordance with the laws and customs of the countries in which they operate, adopt proper standards of business practice
and procedures and respect the culture of every country where we do business. Together with the executive team who has day-to-day management of the business, the Board plays a key role in setting these standards. Your Board receives regular reports
across all aspects of the Groups business, including in areas directly related to good governance. These range from matters such as the progress in implementing training associated with the UK Bribery Act, which has continued through 2012, to
the


evaluation and management of risks associated with the conduct of the Groups business, and the implementation of new processes or reporting systems to enable the directors to ensure that
they receive relevant and timely information on the Group in connection with meeting its objectives and to support the Board in the performance of its duties. As a unitary Board, your directors also have a shared responsibility for the long term success of the Group. This is performed through the formulation and execution of the Groups strategy, making enquiries of
management, assessing performance, demonstrating independence, knowledge and experience and holding management to account. We consider the Board is sufficiently diverse, having regard for the provisions of the UK Corporate Governance Code (the
Code) on diversity, and has the right balance of skills, experience and background. This balance and diversity is periodically evaluated and, in considering new appointments to the Board, attention is given to sustaining the appropriate
balance, with due regard for the evolution of the Group. In 2012, we believe CSR took further important steps in delivering its long term strategic
objectives, most significant being the disposal in October 2012 of the handset connectivity and handset location development operations and technology to Samsung Electronics Co. Ltd. (Samsung). At the same time, the Company was actively
engaged in meeting targets identified as part of the effective integration of what had been the separate CSR and Zoran businesses, following the acquisition of Zoran completed in the autumn of 2011, as well as improvements in key processes
associated with delivering new products and technologies. Your Board has played an active role in matters concerned directly with these changes, whilst also ensuring continued focus on ensuring the Company and the wider Group continue to conduct its
business in keeping with the principles of good governance and sound management. The following report, which includes on pages 58 to 62 the report of
the Audit Committee, and the separate report of the Remuneration Committee on pages 66 to 75, explains how the Board operates, the roles of the Board members and how


the Board and its Committees function to ensure compliance with the principles of corporate governance. In this report and the Business Review on pages 40 to 44, we also explain how we encourage
our employees across the Group to accept their individual accountability for ensuring that the Group as a whole operates to high standards of governance. Ron Mackintosh Chairman Statement of compliance The Companys shares are listed on the London Stock Exchange and,
therefore, under the Listing Rules of the Financial Services Authority, the Board must report on compliance with the Main Principles set out in the UK Corporate Governance Code published by the Financial Reporting Council (formerly the Combined Code
on Corporate Governance) (the Code). The Code was introduced in June 2010 and was effective for the Company for the reporting period commencing on 1 January 2011. The Board has considered the provisions of the new Code, published in
September 2012 and effective for companies with a financial year commencing on or after 1 October 2012. In this report, we address a number of the new items arising from the amended Code. The Companys American depositary receipts are listed on the NASDAQ Stock Market LLC (NASDAQ) and the Company is therefore subject to the rules of the NASDAQ and US Securities laws and the rules of
the US Securities and Exchange Commission (the SEC) applicable to foreign private issuers. Other than the provision relating to the balance
of executive and non-executive directors on the Board, the Board has complied with the provisions of the Code. For the period from 2 January 2012 to 30 June 2012, the provision of the Code on the balance of independent non-executive
directors and of executive directors was not met. For the period from 2 January 2012 to 30 June 2012, the Board comprised the Chairman,
Mr. Ron Mackintosh, four independent non-executive directors, being Mr. Anthony Carlisle, Mr. Andrew Allner, Mr. Sergio Giacoletto-Roggio and Ms. Teresa Vega, one non-executive director, who was not independent, Dr Levy
Gerzberg, (who






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continued



joined the Board following the acquisition of
Zoran Corporation in August 2011) and four executive directors, being Mr. Joep van Beurden, Chief Executive Officer, Mr. Will Gardiner, Chief Financial Officer, Mr. Kanwar Chadha, Chief Marketing Officer and Mr. Chris Ladas,
Operations Director. With effect from 30 June 2012, Mr. Kanwar Chadha, Chief Marketing Officer, stood down from the Board. Following
Mr. Chadhas resignation, the balance of the Board complied with the Code. On 16 July 2012, Mr. Chris Stone joined the board as a
non-executive director. Mr. Stone is considered by the Board to be independent of management. Mr. Stone has extensive experience as a senior executive and in his most recent former role, at Northgate Information Solutions, was responsible
for growing a business with world leading positions in a dynamic technology sector. The Board recognizes that Dr Gerzberg does not satisfy the
requirements under the Code as an independent non-executive director based on his previous executive role within Zoran. The Board however considers that Dr Gerzbergs experience and considerable knowledge of Zoran and of its technologies and
markets has and will continue to contribute significantly to the understanding of the Board and to the conduct of its business. The Board remains
satisfied that an appropriate balance of skills and experience has been in place to enable the Board to perform its responsibilities effectively. An overview of the balance of skills and experience on the Board is given below. Succession planning and organisational development The Board recognises the importance that succession planning plays in supporting the delivery of the Groups


strategy. During 2012, the Board gave significant attention to the impact of the disposal of the handset operations to Samsung and the associated restructuring of the Group. The Board has
received regular reports on the implementation of the new organisation structure, the recruitment of additional people necessary to support the Groups objectives, including, as appropriate, smaller acquisitions of new capabilities that
complement our strategy. These form part of broader considerations associated with succession planning, which is expected to be an area of attention in 2013. Ethics policy All employees of the Group, including the directors and senior officers, must comply
with the Groups Ethics Policy, which was first adopted in 2009 following the Companys registration with the SEC. In addition, the Company has adopted an Executive Ethics Policy that applies to Board members, senior officers and other
specified employees and is intended to meet the code of ethics requirements of Section 406 of the US Sarbanes- Oxley Act. A copy of the Executive Ethics Policy may be found at www.csr.com/ethicspolicy. Information on the
Companys website is not incorporated by reference in the filing of the Form 20-F with the SEC. The following statements describe how the Board
operates and the respective roles of the Chairman, non-executive and executive directors. The Board As at 28 December 2012, the Board comprised ten members, being the Chairman, Mr. Ron Mackintosh, three executive directors and six non-executive
directors, one of whom is not independent. Of those in post as at 28 December 2012, nine directors including Mr. Mackintosh had served throughout the year. The three executive directors in office at 28 December 2012 who had served throughout the year were Mr. Joep van Beurden, Chief Executive Officer, Mr. Will Gardiner, Chief Financial Officer, and
Mr. Chris Ladas, Operations Director. The five non-executive directors who served throughout the year, four of whom are considered independent of management, were Mr. Anthony Carlisle, Mr. Andrew Allner, Mr. Sergio
Giacoletto-Roggio, Ms. Teresa Vega


and Dr. Levy Gerzberg, who was a co-founder of Zoran and previously their chief executive officer, a company acquired by CSR on 31 August 2011. Mr. Chris Stone joined the Board as
a non-executive director on 16 July 2012 and is considered independent. Mr. Mackintosh has served as Chairman of the Board since May 2007 and
as a non-executive director of the Company since May 2004. In the opinion of the Board, on each of his appointments as a non-executive director and as Chairman, Mr. Mackintosh was independent of management. The Board is satisfied that
Mr. Mackintosh is able to devote the necessary time commitment to the role of Chairman of the Board. Mr. Anthony Carlisle has served as the
Senior Independent Director since May 2009 and Mr. Andrew Allner, a chartered accountant with recent and relevant financial experience, has served as Chairman of the Audit Committee since May 2009. Mr. Gardiner is the director responsible
for health and safety. Mr. Brett Gladden served as Company Secretary throughout the year. Board balance and diversity The Board believes that it has an appropriate balance of diverse skills and experience that contribute to the effective performance of the business and contribution
of the Board. The Board includes executive and non-executive directors with extensive knowledge of the background and development of the Group. We believe that the directors have a wide experience in industries relevant to those in which the Group
operates. This experience encompasses the cycle of product research, development, strategic marketing and communications, customer knowledge, and wider corporate development, including financial management and experience in mergers and acquisitions.
The Board believes that it is important to consider board diversity within the context of ensuring those appointed to the Board are able to contribute effectively based on relevant skills and knowledge. The Board acknowledges developments in
promoting broader diversity on company boards that reflect the wider gender, ethnicity and cultural backgrounds that make up our society. The Board is supportive of such matters and is satisfied that in its consideration of the composition of






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the Board and in executive management, the Company reflects this principle. In the appointment of personnel to roles in the Company, including those at Board level, the Company has demonstrated
its willingness to promulgate diversity where this is also consistent with ensuring people are appointed who possess the necessary talent and experience to support the Company and Board in its activities. Reflecting the global market within which the Group operates, the Board comprises directors from five different nationalities with experience of managing businesses
in each of the continents in which the Group is present. A detailed biography for each member of the Board is given on pages 51 and 52. The conduct of the business of the Board The Board
meets regularly during the year as well as on an ad hocbasis as required by time critical business needs. Primarily in connection with the disposal of the handset operations to Samsung, a number of ad hocmeetings were held in 2012
beyond the scheduled business. The Board is responsible for the overall conduct of the Groups business and is accountable to shareholders for the
effective and proper management and control of the Company and Group and has a formal schedule of matters reserved for its decisions. These include the review and approval of:  

Group strategy and long term plans;  

the annual budget and plan;  

acquisitions and disposals and requests for major capital expenditure;  

Group financial structure, including tax and treasury; and  

annual and quarterly financial results and other significant financial matters. The process of review and approval of the foregoing matters is undertaken following discussions in conjunction with senior executive management, who in turn are responsible for the conduct of the Groups
operations and for reporting to the Board on the progress being made in meeting the objectives. The schedule of matters reserved for the Board was reviewed in December 2012.


The Chairmans role is to ensure that the Board functions effectively, overseeing the timely and effective
provision of information to the Board and that the business of the Board is properly conducted. Briefing papers and a meeting agenda are provided to each director in advance of each meeting. Decisions are taken by the Board, taking into account,
where appropriate, the recommendations of its Committees and advice from external consultants and executive management, as appropriate. The Board
regularly reviews strategy as part of its normal business. This includes holding off-site meetings during each year, the agendas for which cover a broad range of financial, commercial and technical aspects concerning the strategic objectives for the
Group. In 2012, the one off-site meeting was held in the summer, with members of the management team attending. As part of the process for reviewing strategy both within its normal business and the off-site review, the Board considers the known and
potential challenges associated with the execution of the objectives. The Board also considers the risks to the Group in delivering the strategy, assessing managements mitigation of identified risks and also to what extent risks should be
accepted in the execution of its objectives. The non-executive directors of the Board have diverse business, financial and technical experience, details
of which are summarised on pages 51 and 52. Each non-executive director plays a full role in contributing to the determination of agenda items and the consideration of matters brought before the Board. This includes:  

considering, approving and monitoring performance against strategic objectives through detailed reviews conducted at Board level;  

providing entrepreneurial leadership within a framework of prudent and effective controls, which were created to enable risks to be assessed and managed; and  

setting the Groups values and standards and ensuring that its obligations to shareholders and other stakeholders are understood and met. Non-executive directors are expected to constructively challenge and contribute to the development of the Groups strategy,
scrutinise the performance of management in


meeting agreed goals and objectives and monitor the reporting of performance of management. Non-executive directors attend meetings with management outside the normal cycle of formal meetings, either to receive updates in areas of specific interest or to
discuss the planning and execution of tasks connected with specific matters, which, in 2012, included assessing the strategic and business case for the disposal of the handset operations to Samsung and subsequently preparing documentation issued to
shareholders to approve the disposal. Independence of non-executive directors and segregation of duties In accordance with the provisions of the Code, consideration has been given to the independence of all the non-executive directors. The Board considers all the
non-executive directors to be independent of management and free from any business or other relationship that could materially interfere with the exercise of independent judgement. The Board considers that Dr. Gerzberg, formerly Chief Executive
Officer and a co-founder of Zoran Corporation, acts in a manner which is independent of management and the Company. The division of responsibilities
between the non-executive Chairman and Mr. van Beurden, Chief Executive Officer (CEO), is sufficiently clear and established in the opinion of the Board that it is not required that it be formally documented. The Chairman is
responsible for the running and leadership of the Board. It is the responsibility of the Chairman to:  

run the Board and set its agenda, taking into account the concerns of all Board members;  

ensure that Board members receive accurate, timely and clear information, in particular about the Companys performance, to enable the Board to carry out
its duties effectively;  

enable constructive debate and effective decision making, ensuring sufficient time is allowed for discussion of complex or contentious issues;  

ensure that Board decisions are effectively implemented;






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

promote the highest standards of corporate governance and business ethics throughout the Group; and  

ensure effective communication with shareholders. The CEO is responsible for leading and managing the business within the authorities delegated by the Board and to promote the interests of the Company and Group as a whole. It is the responsibility of the CEO to:  

devote substantially the whole of his time and his attention and skill to the duties of his office;  

develop strategy proposals for recommendation to the Board and ensure that agreed strategies and associated plans are reflected in the business;  

be responsible to the Board for the performance of the business consistent with agreed strategy, plans and policies;  

at all times keep the Board and the Chairman promptly and fully informed of his conduct of the business and affairs of the Company and of the Group as a whole
and provide such explanations as the Board or the Chairman may require in connection therewith; and  

faithfully and diligently perform such duties and exercise such powers, consistent with the office to which he is appointed, as is from time to time assigned or
vested in him by the Board. The CEO has day-to-day responsibility for the Group. The executive management, who are responsible for the
performance of discrete commercial and operational activities of the Group, report to the Board. The executive management includes management teams responsible for reviewing the implementation of established objectives and assessing performance of
particular functions


against those objectives. Representatives from these teams attend and report to an executive leadership forum which includes the executive directors. The CEO also meets regularly with the
managers and leaders in various established forums that fit with the operational cycles of the Group. The CEO formally reports at each meeting of the Board on salient matters arising from the execution of his responsibilities. The Board receives reports within its normal business on the activities across the Group, including strategic, financial, commercial and on human resources.
Periodically, members of the executive management that report into the CEO attend these meetings and report on areas of their responsibility. At these meetings, the Board will receive status reports on progress against specific targets, for example
in performance against project milestones, or assessments on the launch of new products. This will include an assessment of any potential risks associated with the deliverables and possible mitigation measures. As a global business, the Board
considers it important to receive information on the business of the offices across the world. Accordingly, reports are provided by the executive management on the results of their visits to the Groups offices, as well as meetings with
customers and suppliers. The Board is proposing to visit two of the Groups locations outside of the United Kingdom during 2013. The Board met 13
times during the year through scheduled regular meetings and ad hocmeetings reflecting the business needs of the Group and the attendance of each of the directors is shown on page 65. Meetings of duly appointed committees to the Board met a
further nine times enacting elements of business specifically delegated and which were attended by at least one non-executive director and two executive directors. Evaluation of the performance of the Board The Board has undertaken an annual evaluation of the
performance of the Board and its Committees on which it has reported since 2006. Since inception of the evaluation until 2011, these evaluations have been conducted through a written survey prepared by the Company Secretary. The Board has considered
the


provisions of the new Code and its guidance on the conduct at least once every three years of an evaluation of the performance of the Board supported by an external agent. In the autumn of 2011,
Armstrong Bonham-Carter was appointed to support the evaluation process to consider the effectiveness of the Board, and its Committees, individual contributions and the Groups performance as a whole. The evaluation was conducted through the
latter part of 2011. Armstrong Bonham-Carter submitted their reports and findings on the Board and its Committees during December 2011. Overall the
findings were that the Board and its Committees were performing effectively. The Board implemented specific actions addressing findings arising from the review. In its 2012 performance review which was led by the Chairman with the support of the
Secretary, the Board considered both the performance during the year and the progress in addressing the specific actions arising from the 2011 review, for example in enhancements to the scope and content of regular reports considered by the Board
and also in giving further time during the year to consideration of the appropriate composition of the Board, the latter item resulting in the appointment in July 2012 of Mr. Chris Stone to the Board. The conclusion was that in these matters
good progress had been made in addressing the areas for attention. The Board was also satisfied with the performance of the Board and its Committees. Policy on appointment and re-appointment In accordance with the provisions of the Code, which was
effective for the reporting period of the Company commencing on 1 January 2011, the Board determined to adopt the provisions in regards to election and re-election of directors ahead of the Codes actual implementation date. Accordingly,
all directors serving on the Board have stood for re-election since the Annual General Meeting held in May 2011, and this practice will continue for future AGMs. Mr. Stone was appointed a non-executive director with effect from 16 July 2012 and has a letter of appointment effective for a three year term from that date. In accordance with the Companys
Articles, Mr. Stone will be offering himself for






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election at the 2013 Annual General Meeting being the first Annual General Meeting of the Company since his appointment. Further information on Mr. Stone who is standing for election and each of the directors standing for re-election is set forth in the Notice of the Annual General Meeting, which is in a separate document issued
to all shareholders. On appointment, all directors are asked to confirm they have sufficient time to devote to their duties which, along with their
duties and roles, are confirmed in their letter of appointment. They are also advised that they have access to the advice and services of the Company Secretary and, in addition, that they are entitled to seek independent professional advice in the
furtherance of their duties, if necessary, at the Companys expense. As part of their induction, the directors are provided with information explaining their role and duties, in addition to background information on the Company and Group as
well as the function and recent deliberations of the Board and its Committees by way of recent papers and reports, for example those from the auditors in the most recent full financial year. Following his appointment in July 2012, Mr. Stone met
with members of the Board and executive management, in addition to advisers to the Company, in order to support his induction. Directors are also
provided with information and assistance in the event of any change in their role. Indemnities to Directors In accordance with the Companys Articles of Association, directors are granted an indemnity from the Company to the extent permitted by law in respect of
liabilities incurred as a result of the performance of their duties in their capacity as directors of the Company. The indemnity would not provide any coverage to the extent that a director is proven to have acted fraudulently or dishonestly. The
Company has also arranged insurance coverage in respect of legal action against the directors and officers. Communications with
shareholders The Board makes considerable efforts to maintain good relationships with shareholders. Principally via the executive directors, the Company
seeks to build on a mutual


understanding of objectives with its major shareholders through regular meetings and presentations following announcements of each quarters results. The Board believes engagement with all
shareholders, including smaller investors, is important and welcomes the attendance of shareholders at the Companys Annual General Meeting which in 2013 will be held in London. For the meeting in 2012, arrangements included an area set aside
to show applications of the Companys technologies in various products, including demonstrations provided by members of the project teams. The
Senior Independent Director, Mr. Anthony Carlisle, is available to meet institutional shareholders should there be unresolved matters they wish to bring to his attention. The Board is also apprised of discussions with major shareholders to
ensure that executive and non-executive directors consider any matters which might be raised by those shareholders and to enable all directors to understand shareholders views. This includes feedback from the meetings attended by executive
directors and the Chairman, in addition to reports from the Companys advisers on their engagement with shareholders on behalf of the Company. During 2012, the Chairman engaged with a number of shareholders to discuss the proposed disposal of
the handset operations to Samsung and proposals for the return of capital to shareholders, and to discuss the Groups strategy. Non-executive
directors attend the Annual General Meetings and will also make themselves available to meet with shareholders on other occasions where requested. Corporate information is available on the Companys website, www.csr.com. Information on the
website is not incorporated by reference in the filing of the Form 20-F with the US Securities and Exchange Commission. Committees of
the Board The Board has three Committees, Remuneration, Audit and Nomination. Throughout the year, each of Mr. Allner and Mr. Carlisle were
members of the Remuneration, Audit and Nomination Committees. Mr. Giacoletto-Roggio was throughout the year Chairman of the Remuneration Committee and a member of the Nomination


Committee. He stood down as a member of the Audit Committee in April 2012. Ms. Vega served as a member of the Audit Committee from April 2012. Mr. Stone served as a member of the
Remuneration Committee from December 2012. Mr. Mackintosh chairs the Nomination Committee, is a member of the Remuneration Committee and attends meetings of the Audit Committee by invitation. In accordance with the Code, the duties of the Committees are set out in formal terms of reference. These are available from the Company Secretary and can be found
on the Companys website, www.csr.com. Membership of the Committees is shown on pages 51 and 52. Information on the Companys website is not incorporated by reference in the filing of this Annual Report with the US Securities and Exchange
Commission. The Company Secretary acts as secretary to each of the Committees. Each Committee undertakes an annual review of its terms of reference and makes recommendations to the Board for changes where appropriate. The Board considers that the
terms of reference of these Committees are generally responsive to the relevant NASDAQ rules but may not address all aspects of these rules, (see US Listing Requirements on pages 64 to 65).  Remuneration Committee Mr. Sergio Giacoletto-Roggio was throughout 2012 the Chairman of the Remuneration Committee, a position he held since September 2007. The other members of the Committee at 28 December 2012
were Messrs. Allner, Carlisle, Stone and Mackintosh. The principal function of the Remuneration Committee is to establish and review the
terms and conditions for the executive directors, and the overall policy framework for the remuneration of other senior executives and the Group as a whole. The Remuneration Committee met four times during the year and the attendance of its members
is shown in the table on page 65. The report to shareholders on the role of the Remuneration Committee and how
directors are remunerated, together with details of individual directors remuneration are set out on pages 66 to 75.






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Nomination Committee Mr. Ron Mackintosh is the Chairman of the Nomination
Committee, a position he has held since May 2007. The other members of the Nomination Committee at 28 December 2012 were Messrs. Allner, Carlisle and Giacoletto-Roggio. The role of the Nomination Committee is to consider appointments to the Board and succession planning at senior levels within the Company. The Nomination Committee reviews the composition of the
Board, particularly in relation to the diversity of skills, experience and terms of office and seeks to ensure that both executive and non-executive directors have the necessary skills and attributes for the future success of the Group. The Nomination Committee retains external search consultants as appropriate to assist the Committee in identifying candidates for appointments to
the Board. During 2012, the Nomination Committee engaged Russell Reynolds, executive search consultants, who are independent of the Company, to undertake a search for suitable candidates for a new non-executive director which culminated in the
appointment of Mr. Stone effective from 16 July 2012. The Board is satisfied that a robust and thorough evaluation was undertaken in connection with Mr. Stones appointment to the Board. During 2012, the Nomination Committee did not meet separately, but did meet as part of the formal proceedings of the Board to consider the
appointment of Mr. Stone. Audit Committee Mr. Andrew Allner is the Chairman of the Audit Committee, a position he has held since May 2009. The Board has determined that Mr. Allner, a Chartered Accountant, has recent and
relevant financial experience for the purposes of the Code and is an audit committee financial expert for the purposes of US securities laws.


The Board has further determined that for the purposes of US securities laws, Mr. Allner is independent in accordance with the definition of independence in Rule 5605(a)(2) of the listing rules
of the NASDAQ Stock Market. The other members of the Audit Committee at 28 December 2012 were Mr. Carlisle and Ms. Vega
who joined the Committee in April 2012. Mr. Mackintosh, Chairman of the Board, attends meetings of the Audit Committee by invitation. The experience and expertise of the members of the Audit Committee are summarised on pages 51 and 52. The
attendance of its members is shown in the table on page 65. Each member of the Committee is financially literate, having the necessary ability and experience to understand financial statements. As part of encouraging continuous improvement, the Audit Committee supports management in identifying targets and objectives for
extending existing processes and ensuring that it works in tandem with changes to the Group which are a feature of operating in a dynamic industry. Areas in which the Committee worked with management in this regard are considered in more detail
below.
 Introduction from the Chairman of the Audit Committee Your Audit Committee believes that it is essential for the success of the Company that there is a sound framework of internal controls, risk management, and management and financial reporting to enable the Board to
assess the performance of management in achieving its strategic and operational objectives and hence enable improvement in its business and financial performance. In the following sections of this report, we explain how during 2012, the Audit Committee has contributed to this process in reviewing and providing guidance to management in the execution of a number of important
projects, linked to the continuing development of the Group and also matters associated with ongoing regulatory compliance. In 2012, one such area of focus was the review of reports from management and advisers in connection with the proposed
disposal of the Handset Operations to Samsung (including those disclosures made to shareholders in the circular issued under UK and US reporting requirements). The Committee


reviewed various aspects associated with the proposed transaction, including for example the assessment of the Groups anticipated revenue profile and cash resources in the period
immediately following the disposal and for the longer term. This included consideration of those ongoing revenues expected to be generated from that part of the handset business retained by the Group under the terms of the transaction with Samsung.
The Committee has also reviewed progress by management in delivering key financial targets set at the beginning of the financial year. This included overseeing the analysis of appropriate revisions to those targets in order to reflect the disposal
of the Handset Operations as well as subsequent reductions in operating costs which have been implemented. The acquisition of Zoran Corporation in 2011
resulted in the Group conducting business in a number of new territories. The Audit Committee has received reports during 2012 on how the geographic spread of the Group impacts its fiscal strategy and planning for tax matters. Recognising the volatile macro-economic conditions facing the Group across its various product and geographical markets, the Committee has considered various
matters and forecasts concerned with the performance of the Group and how potential or actual adverse performance against expectations are being addressed and where possible mitigation measures taken. This has included the financial standing of
customers and consideration, for example, of terms of business, including the credit extended to third parties with whom the Group conducts business and the basis on which these are set and reviewed. The Committee has reviewed progress on the
implementation of new information systems in support of the Groups strategy, including changes in the Oracle operating system and two sales-based tools, Demantra and SalesForce, that support timely sharing of information in support of the
performance of the business, customer engagement and evaluation of sales opportunities. The Committee has also received regular reports on the
Groups implementation of training to meet the requirements of the UK Bribery Act, for which the Company was recognized at the E-Learning Age






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Awards with a Gold Award for the standard of its online training tool. These areas augmented the routine business of the Committee that is undertaken according to its terms of reference, which
are also explained in more detail below. Andrew Allner Chairman Audit Committee Role of the Audit Committee The Audit Committee assists the Board in carrying out its responsibilities in relation to financial reporting requirements, risk management and the assessment of
internal controls. In conjunction with these activities, the Committee is responsible for the development, implementation and monitoring of the Companys policy on external audit and for overseeing the objectivity and effectiveness of the
external auditors. The Audit Committee monitors the conduct of the audits of the consolidated reports and financial statements of the Group and its subsidiaries. This includes consideration of the areas of focus of the audits in conjunction with the
external auditors and assessment of their findings and recommendations, where relevant. The Audit Committee also reviews and considers representation letters which are provided to the independent auditors, where they are required for the independent
auditors to release their final reports. The Audit Committee recommends the appointment and re-appointment of the Groups external auditors and
considers the scope of their audit work, the terms of their appointment, their fees and the cost effectiveness of their work. The forthcoming changes under the Corporate Governance Code in respect of the appointment of external auditors has been
discussed, and consideration is being given to the appropriate action in respect of these changes. The Audit Committee monitors the effectiveness of the
Groups internal control systems, accounting policies and practices, risk management procedures and compliance controls, and also reviews the statement on internal controls before it is agreed by the Board for each years annual report. A detailed agenda of matters for discussion at the meeting, together with supporting papers is provided in advance of each meeting of the Audit
Committee. The agenda incorporates


a range of standard business items considered at each meeting. Routine business items include reports from the Chief Financial Officer and Internal Auditor as well as a draft form of the
announcement on the Groups financial results for each quarter. In addition, the Audit Committee addresses a number of other items as part of its schedule of business through the course of a year, such as risk management, business continuity
planning, treasury policy and procedures, tax planning and the Groups policy manual as well as such ad hocmatters as are deemed appropriate. The schedule of agenda items for the calendar year was last reviewed and approved by the Audit
Committee in July 2012 and was considered to remain appropriate for 2012 and into 2013. The Audit Committee invites the Chief Executive Officer, the
Chief Financial Officer, the Internal Auditor and senior representatives of the external auditors to attend meetings as appropriate to the business being considered. In addition, the Audit Committee has the right to invite any other employees to
attend meetings where this is considered to be appropriate. The conduct of the business of the Audit Committee The Audit Committee met six times in 2012 in the execution of its responsibilities. The more material matters considered and any proposals for action were reported
by the Chairman of the Audit Committee to the subsequent meeting of the full Board. During 2012, in addition to the routine business, the Audit Committee received reports on additional matters falling within its terms of reference, including on the
disposal of the Handset Operations to Samsung, and the key financial matters connected with the disposal. This included discussions on the potential impact on the business of the transfer of over 300 employees to Samsung and the measures being taken
by management to mitigate against the potential adverse impact from the loss of such a significant proportion of the Groups employee base on sustaining the efficient and cost effective performance of the remaining business in support of the
Groups objectives. The Committee also received reports on the disclosures forming part of the information contained in public announcements to shareholders as required under UK and US reporting


regimes (including the circular issued to shareholders for the business of the General Meeting at which the disposal of the Handset Operations was considered and approved) as well as work to
ensure the Group was able to comply with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002 as of 28 December 2012. More details on this work are set out below. The Audit Committee reviews all proposed announcements to be made by the Group to the extent they contain financial information. In the preparation of such statements, the Audit Committee considers the level of
disclosure and how these comply with prevailing accounting standards as well as good practice. From time to time, the Audit Committee has instigated reviews of the approach taken by management on specific items with due regard to prevailing
interpretation and practice. In 2012, the Audit Committee was also advised on the timing of the introduction of new reporting standards, how they impact the Group, and appropriate action to ensure the Group will comply, which has also been shared
with the auditors. Each quarter, as part of its routine business, the Audit Committee receives a detailed report from the Chief Financial Officer on the
performance of the Group. In addition to a summary of the balance sheet and income statement, the report incorporates detailed analysis on a range of key metrics which tracks the performance of the Group and its operating segments. This information
forms part of the discussions by the Audit Committee to ensure that material matters are properly considered and discussed with management and, where appropriate, the external auditors. The information and the discussions support the understanding
of the Audit Committee and the Board on the nature of disclosures which should be made in the Groups financial results. The Audit Committee periodically discusses the nature of the analysis which is provided in reports which it receives and
considers areas for enhancement to reflect the evolving business of the Group. For example, in the latter part of 2012, the Audit Committee considered the possible impact of potential changes to the organisation and in the reporting of performance
of the Groups segments to the Chief Executive






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Officer following completion of the disposal
of the Handset Operations to Samsung and the associated changes in the reporting of the Groups segmental information. The Audit Committee monitors
the effectiveness of the internal audit function, considering and approving the scope of the annual internal audit plan, and thereafter reviewing reports on the results of internal audit work which has been conducted. The Audit Committee receives
reports on a quarterly basis setting out the findings from the reviews performed, in addition to the progress made in addressing any outstanding recommendations arising from earlier audits which have been conducted. The plan provides for a rolling
schedule of visits to all offices within the Group, as well as the review of various functions and activities, both financial and non-financial. Since
the Company became subject to the reporting requirements of the US Securities Exchange Act of 1934, the Audit Committee has received reports from management regarding the Companys compliance with requirements under the Exchange Act (including
those rules and regulations that apply by reason of the US Sarbanes-Oxley Act of 2002) that relate to financial reporting and other disclosure matters. These requirements relate, among other things, to disclosure controls and procedures and internal
control over financial reporting (which applied as of the end of the 2011 financial year). The Internal Auditor reports on various aspects of ensuring compliance with Sarbanes-Oxley each quarter based on the approved internal audit plan. As part of the adoption of the internal audit plan, the Audit Committee also considers and approves the utilisation of external resources to assist in timely
execution and reporting, where required.


At 28 December 2012, the Group had cash resources of $333 million, an increase from the $278 million held at the
end of the prior year. The net inflow arises from the day-to-day operations of the Group, after the return of capital to shareholders resulting from the tender offer, share buybacks and payment of a final and interim dividend during the year. These
are discussed in the Business Review on pages 31 to 34. The Audit Committee monitors the Groups Treasury function on a regular basis, including where appropriate periodic external audits of the Treasury functions policies, procedures and
working practices. The Groups Treasury Policy was most recently reviewed in October 2012 and the findings reported for consideration by the Audit Committee at its scheduled meeting in October 2012. The review included amendments to the
approved counterparties with whom the Company might place cash on deposit to reflect managements assessment, in conjunction with independent reports received on changes to the ratings of certain financial institutions. The routine business of the Committee at each meeting includes an update on a range of ongoing litigation and litigation related matters concerning the Group. This
review is also supported by a sub-committee of the Board led by the Chairman, the purpose of which is to consider matters connected with material litigation. Both the Audit Committee and the Litigation sub-committee have access to the advice and
support of the Groups executive management and outside counsel where considered appropriate. The results of these meetings are reported to the Board as appropriate. The Committee continues to receive reports each quarter on progress in raising awareness within the organisation across functions and territories on appropriate processes and engagements with third parties in
response to the UK Bribery Act. This includes the Group-wide online training, which was initiated in 2011 and for which the Group received a Gold Award at the 2012 E-learning Age Awards. During the latter part of 2012, external advisers were
appointed to undertake additional targeted face to face training to augment the on-line training and to review prevailing policies with regard to the changes in the Group and developing practices and interpretation of how best to respond


to the principles of the UK Bribery Act. This work is ongoing and progress reports will form part of the business of the Audit Committee at future meetings. Interaction with the external Auditors During 2012,
as part of its formal business, the Audit Committee met on six occasions with the external auditors. On two occasions the Audit Committee also held separate meetings with the external auditors at which no executive director or employee of the
Company was present. In relation to the appointment of external auditors and in order to safeguard auditor independence and objectivity, the Audit
Committee has a policy of permitted services which details the services that can be provided by the Groups auditors and those services which require specific advance approval by the Audit Committee. The policy also details services that the
Groups auditors are not permitted to provide. The objective is that the auditors should not be employed to provide services where either the nature of the work or extent of the services and fee payable might impair the auditors independence or
objectivity. The external auditors are permitted to undertake some non-audit services, providing this has been awarded after due consideration of their skills, competence and integrity to carry out the work in the best interests of the Group, on for
example, advisory services and due diligence activities associated with potential acquisitions. For permitted services, the Audit Committee has delegated the determination of fees to the Chief Financial Officer, provided the fee does not exceed
£100,000. No services can be provided in excess of £100,000 without the prior approval of the Audit Committee. The policy, which was reviewed in October 2012, was complied with throughout the year. The Audit Committee is aware of and has approved the audit and non-audit services which have been provided during 2012 by the Companys external auditors,
Deloitte LLP (Deloitte). Those non-audit services concerned advice on tax matters which was considered to be appropriate, given their in-depth knowledge of the affairs and financial practices in the Group and work associated with the
disposal of the Handset Operations, including the






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|                                   |  |       |       |  |       |  |       |       |  |  |       | 
|---------------------------------- |  | ----- | ----- |  | ----- |  | ----- | ----- |  |  | ----- | 
|                                   |  | 2012  |       |  | 2011  |  |       | 2010  | 
|Total Fees to the Groups Auditors |  | $000 |       |  | $000 |  |       | $000 | 
|Audit Fees                         |  |       | 883   |  |       |  | 1,007 |       |  |  | 745   | 
|Audit-related services             |  |       | 110   |  |       |  | 44    |       |  |  | 44    | 
|Taxation services                  |  |       | 672   |  |       |  | 466   |       |  |  | 394   | 
|Other Services                     |  |       | 350   |  |       |  | 2,380 |       |  |  |      | 
|Total                              |  |       | 2,015 |  |       |  | 3,897 |       |  |  | 1,183 | 



circular issued to shareholders in connection with seeking approval of the disposal. The Audit Committee considered
the appointment of Deloitte for this work and determined that, not only was their appointment the most cost effective way of conducting the business, but also that no conflicts of interest existed between such non-audit work and the role as auditor.
The Audit Committee is satisfied that, notwithstanding this work, Deloitte have retained objectivity and independence during the year. The table above
shows the fees paid by the Company to the external auditors as approved by the Audit Committee. Approval for permitted non-audit services is sought as
required under the Committees policy. During 2012, total non-audit related fees were $1,132,000 (2011: $2,846,000). The most significant element stated above in Other Services related to the transaction with Samsung where the
appointment of Deloitte was approved by the Audit Committee. The Audit Committee considered that performance of the relevant non-audit services by Deloitte was the most cost effective way of conducting the requisite work and therefore in the best
interest of the Group having due regard to the competence and knowledge possessed by Deloitte, including in previously supporting a similarly complex cross border acquisition by the Company in 2009 of SiRF Technology Holdings Inc and the acquisition
of Zoran Corporation in 2011. The Committee was also satisfied that no conflicts of interest existed or would arise in the conduct of the work on behalf of the Group. During the year a total of $3.27 million (2011: $4.03 million) was paid to other
accounting firms for non-audit work, including $1.4 million for work in relation to tax advice to the Group provided by PricewaterhouseCoopers LLP, Ernst & Young, KPMG and BDO. Audit-related fees were $0.1 million and consisted of the
performance of overseas statutory audits.


Deloitte has been the Companys auditors since July 2002 and the cost, scope and effectiveness of the audit are
reviewed regularly. The most recent full review, including release of tenders to other possible audit firms was conducted in 2005. The Chairman of the Audit Committee has led a meeting which reviewed the effectiveness of the external auditors which
concluded that Deloitte was performing satisfactorily and should be recommended for re-appointment at the Annual General Meeting to be held in 2013. The
Chairman of the Audit Committee attends the Companys Annual General Meeting to respond to any shareholder questions that might be raised concerning the Audit Committees activities. Internal control Philosophy and policy The objective of the directors and senior management is to safeguard and increase the value of the business and assets of the Company. Part of this objective
requires the development of relevant policies and appropriate internal controls to ensure proper management of the Companys resources and the identification of risks which might serve to undermine them. The Board is ultimately responsible for the Groups system of internal control and for reviewing its effectiveness. The systems and processes established by
the Board are designed to manage, rather than eliminate, the risk of failure to achieve business objectives and provide reasonable, not absolute, assurance against misstatement or loss. The Board has delegated responsibility for the review of
practices and procedures to the Audit Committee. The Companys senior management, in conjunction with external advisers, are responsible for undertaking periodic reviews of the suitability of current systems on which they report to the Audit
Committee. The Audit Committee considers the findings from such reviews to ensure the effectiveness and efficiency of the processes implemented by
senior


management. This includes discussions with senior management of the Group and consideration of reports that have been submitted. These findings are in turn regularly reviewed and discussed by the
full Board. The Board is satisfied that this process accords with the internal control guidance for directors set out in the Turnbull Report Internal Control: the Revised Guidance for Directors on the Combined Code and that through its
interface with management, the Board is aware of the major risks facing the Group and the steps taken by the Group to mitigate such risks, so far as is possible. A risk evaluation process has been in place throughout 2012 and was in place up to the date of approval of this Annual Report and the financial statements. The risk evaluation process has been the subject of review
by the Audit Committee during 2012. This ongoing review process included an update on the progress in addressing the disclosure and management of key risks affecting the Group. During November 2012, KPMG LLP was appointed to support management in the conduct of a comprehensive review of the Groups approach to the identification, scoring, ranking and measures for mitigating risk
across all aspects of the Groups activities. This has included support with the annual review of risks which might affect the Group which is conducted across all functions. KPMG have supported management in the conduct of these assessments
since 2010. The executive leadership review the results of these scores and the ranking of risks. In their review, the executive leadership consider how
the risks might impact upon the achievement of the Groups strategic objectives and the overall performance of the business. Where a risk is considered to be material, a member of the executive leadership is made responsible for developing a
plan intended to mitigate against the risk actually occurring or to respond in the event the risk were to occur.






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The plans are the subject of review by the
Audit Committee of the material risks each half year. At the meeting of the Board held in February 2013, the Directors considered the basis on which
risks affecting the Group were identified, and how management intends to manage the risks going forward, including how action plans are prioritised. That meeting determined that the steps being taken by management were satisfactory. The Board
receives up-dates on the ongoing actions in addressing the principal risks as part of its routine business. Managing risks The Board discusses with management the actions it considers necessary to remedy any failings and weaknesses which have been determined to be significant from its
review of the system of internal control. This has involved considering the matters reported to it and developing plans and programmes that it considers are reasonable in the circumstances. A summary of the structures and processes in place to identify and manage risks across the Group are set out below. Risk profiling There is an ongoing process to identify and evaluate risks faced by the Group, through
the conduct of regular meetings by the Groups senior management, and engagement of external consultants where, in the opinion of the Groups senior management, this is considered appropriate. Findings are reported to the Audit Committee
together with recommended actions for managing the risks and a timetable for implementation of appropriate mitigation. The assessment of prioritised risks is refreshed on a regular basis to reflect changes to the business and any observations or
proposals arising from events since the last review. A schedule of the


prioritised risks is developed and reviewed by management to ensure that possible mitigation measures are considered and plans for action agreed. Responsibility is assigned within the Group for
carrying out proposed actions which are also reviewed and up-dated by management. Controlling risk The Group has policies which address a range of key business risks, including financial, treasury, health and safety and the protection of intellectual property.
The policies are made available to relevant employees through an intranet site and also via employee briefings on specific topics. As part of its review of policies and procedures maintained by the Group, during 2012 the Audit Committee has received
reports on progress with harmonising policies following the acquisition of Zoran. In conducting the integration, management has adapted prevailing policies to ensure best in class principles have been implemented, learning from the
experience and competencies of the respective policies from each of CSR and Zoran. Periodically, reviews are performed in order to verify that ongoing
practices within relevant parts of the Group comply with current policies. In addition, policies are themselves reviewed against best practice and in order to take appropriate account of developments both within or external to the Groups
business operations. As part of a process of continuous improvement, steps are ongoing to embed internal control and risk management further into the operations of the Group and to deal with areas of improvement which come to managements and
to the Boards attention. As explained in the Directors Report  Business and Financial Review on pages 33 to 34, the Group has a
treasury policy for the placement of cash deposits with financial institutions. As part of its schedule of matters, and reflecting management recommendations, the Audit Committee considered a revised Treasury Policy in October 2012. This was
subsequently submitted to and formally adopted by the Board. As one aspect of ensuring a culture of integrity and encouraging high standards throughout
the organisation, the Group has a formal whistle-blowing policy. The policy


provides information on the process to follow in the event that any employee feels it appropriate to make a disclosure where they believe there has been improper conduct or actions which could
cause the Groups good standing to be called into question. The policy was most recently updated during 2010 and is published on the Groups intranet site. All employees have been reminded of the existence of the policy and its purpose.
The policy has been translated into certain languages where it was felt the English language version may inhibit a detailed understanding of its terms. The policies outline how employees can report matters of concern and of the Companys
commitment to respond appropriately to circumstances warranting investigation. The Audit Committee is satisfied that the policy provides an adequate basis for employees to make representations in confidence to the Group and for appropriate and
proportionate investigation. In response to the growth in the Groups operations globally, new arrangements allowing for a more effective capture
and reporting on whistle-blowing issues were implemented during 2011, supported by an external agent selected based on their experience in supporting a number of larger companies and institutions in the areas of whistle-blowing and compliance with
the UK Bribery Act. During the early part of 2013, the policy has been the subject of review in conjunction with external advisers, intended to re-fresh the policy to reflect evolving best practice. Monitoring and managing the status of residual risk The actions arising from external and internal assessments of risks are consolidated and during 2012, the results were reported to the Audit Committee. The Audit Committee assesses the findings and proposed actions for addressing residual risks and also advises on areas for further attention. Internal financial controls The Group has a
comprehensive system for regular monitoring and reporting of financial performance and assessing the adequacy of the Groups systems of internal controls. Risk assessment and evaluation is an integral part of the annual planning cycle. This
includes assessment of the Groups strategic direction,






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objectives and financial returns and the risks in achieving them. As part of the planning cycle, a
detailed budget is prepared by management and thereafter is reviewed and formally adopted by the Board. The budget and other targets are regularly updated via a rolling forecasting process and regular business review meetings are also held involving
senior management worldwide, at which the Groups overall performance is assessed. The results of these reviews are reported to and discussed by the Audit Committee and the Board at each meeting. A summary of the key financial and non-financial
risks inherent in the Groups business is given on pages 45 to 50. These processes are supported by discrete reviews conducted by the Internal
Auditor and external advisers, as determined by the Audit Committee, in addition to the routine audits. The Board confirms that it has reviewed the
effectiveness of the system of internal controls which were in place throughout the financial year and up to the date of signing the Financial Statements for the 52 week period ended 28 December 2012. Controls and procedures under the Sarbanes-Oxley Act The Group is subject to the provisions of the US Sarbanes-Oxley Act of 2002. In particular, Section 404 of the Sarbanes-Oxley Act requires a report of
management on the effectiveness of the Groups internal control over financial reporting. As part of its internal audit process, the Group has a programme for the review of its internal control over financial reporting to ensure compliance with
the requirements of Section 404 of the Sarbanes-Oxley Act. The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting and the Companys Chief Executive Officer and Chief
Financial Officer have issued their report attesting to the Groups compliance with Section 404 of the Sarbanes-Oxley Act as at 28 December 2012. Managements certification and the independent auditors opinion on internal
control over financial reporting are reported as required in the Companys SEC filings. During the 52 week period ended 28 December 2012,
there have not


been any changes in the Groups internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Groups internal control over
financial reporting. The executive management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the Groups disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the US Securities Exchange Act of 1934, as amended, or the Exchange Act) as at 28 December 2012. Based on such evaluation
the Chief Executive Officer and Chief Financial Officer concluded that, as at 28 December 2012, the Groups disclosure controls and procedures were effective in ensuring that the information which the Group is required to disclose in the
reports that are filed or submitted under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the SECs rules and forms and that such information is accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, as appropriate to allow timely decisions regarding required disclosures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Groups disclosure controls and procedures were effective
as of the end of the period covered by this report. Managements Report on Internal Control over Financial Reporting The management of CSR plc is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule
13a-15(f) of the Securities Exchange Act of 1934 for CSR plc. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting based principally on the framework and criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission as at 28
December 2012. Based on that evaluation, our management has concluded that our internal control over financial reporting


was effective as at 28 December 2012. Deloitte LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Form 20-F and, as part of
the audit, has issued a report, included herein, on the effectiveness of our internal control over financial reporting. Report of
independent registered public accounting firm To the Board of Directors and Shareholders of CSR plc We have audited the internal control over financial reporting of CSR plc and subsidiaries (the Company) as of 28 December 2012, based on criteria
established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Companys internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing
similar functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable






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assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the
risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 28 December, 2012, based on the criteria established in Internal Control 
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements at and for the 52 week period ended 28 December 2012 of the Company and our report dated 20 February 2013 expressed an unqualified
opinion on those financial statements. Deloitte LLP London, United Kingdom 20 February 2013 US listing requirements The Companys American
depositary shares are listed on NASDAQ and the Company is therefore subject to the rules of NASDAQ and US securities laws and the rules of the SEC applicable to foreign private issuers. NASDAQ requires US companies listed on the exchange to comply
with NASDAQs corporate governance rules but foreign private issuers, such as the Company, are exempt from those rules. However, pursuant to NASDAQ Listing Rule 5615, the


Company is required to disclose a summary of any material ways in which the corporate governance practices of the Company differ from those required by NASDAQ for US companies. The material
differences are as follows: Independence The NASDAQ rules require that a majority of the Board be comprised of independent directors and the rules include detailed definitions that US companies must use
for determining independence. The Code requires that at least half the Board excluding the Chairman should comprise independent non-executive directors. The Companys Board currently comprises three executive directors, six non-executive directors and the Chairman. In accordance with the Code, the
Chairman of the Board of Directors and Dr Gerzberg are not considered independent. While the Board does not explicitly take into consideration
NASDAQs detailed definitions of independence, it has carried out an assessment based on the requirements of the Code and has determined in its judgment that, with the exception of Dr. Gerzberg, the non-executive directors are independent
within those requirements. Nomination of Directors NASDAQ rules require that nominees to a companys board of directors be selected, or recommended for the boards selection, either by a majority of the companys independent directors or by a
nomination committee comprised solely of independent directors. The Nomination Committee leads the process for Board appointments and makes
recommendations to the Board in relation to new appointments of executive and non-executive directors and on succession planning, board composition and balance. It is chaired by the Chairman of the Board, and its other members are non-executive
directors. Under NASDAQ rules, the Chairman of the Board is not considered independent, therefore the Nomination Committee does not meet the requirements of the NASDAQ rules. Committees NASDAQ rules require US companies to have a nominations committee, an


audit committee and a compensation committee, each composed entirely of independent directors, with the nominations committee and the audit committee required to have a written charter that
addresses the committees purpose and responsibilities. Both CSRs Nomination and Remuneration Committees have terms of reference and
compositions that comply with the Codes requirements. The Nomination Committee is chaired by the Chairman of the Board and its other members are
non-executive directors of the Company. The Remuneration Committee is chaired by a non-executive director who is considered independent of management
and the Board, and additional members are three other independent non-executive directors together with the Chairman of the Board. Under NASDAQ rules, the Chairman of the Board is not considered independent, therefore the Remuneration Committee does
not meet the requirements of the NASDAQ rules. The Audit Committee is composed entirely of non-executive directors whom the Board has determined to be
independent and who meet the requirements of Rule 10A-3 under the Exchange Act. We consider that the terms of reference of these committees, which are
available on our website (www.csr.com/ir/ corporate-governance-responsibility/corporate-governance) are generally responsive to the relevant NASDAQ rules but may not address all aspects of these rules. Code of conduct Under NASDAQ rules US listed
companies must adopt a code of conduct applicable to all directors, officers and employees. The Group has adopted a Group Ethics policy, which applies to all its employees, including directors and officers. It sets out what conduct is expected of
employees as they adhere to our Business Principles and draws their attention to the Groups policies. In addition, the Company has adopted an Executive Ethics Policy that applies to executive directors, senior officers and other specified
employees and is intended to meet the code of ethics requirements of Section 406 of the US Sarbanes-Oxley Act.






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Quorum Under NASDAQ rules, US listed companies are required to have a minimum quorum of 33.33% of the shareholders of ordinary shares for shareholder meetings. However,
the Companys Articles of Association provide for a quorum for general meetings of shareholders of two shareholders regardless of the level of their aggregate share ownership. Related party transactions The NASDAQ rules require US listed companies to conduct appropriate
reviews of related party transactions and potential conflicts of interest via the companys audit committee or other independent body of the board of directors. We are subject to extensive provisions under the Listing Rules issued by the FSA in the UK (the Listing Rules) governing transactions with related parties, as defined therein, and the Companies Act 2006
also restricts the extent to which companies incorporated in England and Wales may enter into related party transactions. The Companys Articles of
Association contain provisions regarding disclosure of interests by directors and restrictions on their voting in circumstances involving conflicts of interest. The concept of a related party for the purposes of NASDAQs listing rules differs in certain respects from the definition of a transaction with a related party under the Listing Rules.


Shareholder approval Stock option plans NASDAQ rules require US listed companies to obtain shareholder approval before a
stock option or purchase plan is established or materially amended or other equity compensation arrangement is made pursuant to which stock may be acquired by officers, directors, employees or consultants of the company, subject to certain
exceptions. The Companys directors or Remuneration Committee may amend the schemes and plans of the Company, except that any amendment relating to the identity of option holders, the limitations on their benefits, the basis for determining an
option holders entitlement to shares (other than provided for in accordance with the rules) or the adjustment of rights for option holders in the event of a variation in share capital may not be made to the advantage of option holders without
prior approval of the shareholders of the Company in general meeting, except for minor amendments relating to tax and administrative matters. Amendments to the CSR plc SAYE Scheme and to the CSR plc Share Option Plan are subject to the prior
approval of HM Revenue and Customs in the UK in order to retain their UK tax approved status. Other transactions NASDAQ rules require US listed companies to obtain shareholder approval prior to the issuance of securities in certain circumstances related to a change of control
of the issuer, the acquisition of the stock or


assets of another company under certain circumstances and in connection with certain transactions involving the sale, issuance or potential issuance of 20% or more of common stock or voting power
of the issuer. As a foreign private issuer, the Company complies with corporate governance practices customary in its home jurisdiction, the United Kingdom. While not dealing directly with the transactions set out in the NASDAQ rules, there are
various provisions requiring shareholder approvals, which can best be summarized as follows: Under the Listing Rules, shareholder approval is usually
required for an acquisition or disposal by a listed company if, generally, the size of the company or business to be acquired or disposed of represents 25% or more of the assets, profits or gross capital of the listed company or if the consideration
to be paid represents 25% or more of the aggregate market value of the listed companys equity shares. Shareholder approval may also be required for an acquisition or disposal of assets between a listed company and parties, including:
(a) directors or shadow directors of the company or its subsidiaries; (b) any person who is, or was in the last 12 months preceding the date of the transaction, a holder of 10% or more of the nominal value of any class of the
companys or any holding companys or its subsidiarys shares having the right to vote in all circumstances at general meetings; or
(c) any of the associates of persons described in (a) or (b).




|                                                                                                                                                                                                                                                                  |  |       |    |  |       |  |   |              |  |  |            |  |  |  |   | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- | -- |  | ----- |  | - | ------------ |  |  | ---------- |  |  |  | - | 
|No. of Meetings                                                                                                                                                                                                                                                   |  | Board |    |  | Audit |  |   | Remuneration |  |  | Nomination | 
|A J Allner                                                                                                                                                                                                                                                        |  |       | 12 |  |       |  | 6 |              |  |  | 4          |  |  |  | 1 | 
|J A J van Beurden                                                                                                                                                                                                                                                 |  |       | 13 |  |       |  |  |              |  |  |           |  |  |  |  | 
|A E C G Carlisle                                                                                                                                                                                                                                                  |  |       | 12 |  |       |  | 6 |              |  |  | 4          |  |  |  | 1 | 
|K Chadha1                                                                                                                                                                                                                                                         |  |       | 6  |  |       |  |  |              |  |  |           |  |  |  |  | 
|D D W Gardiner                                                                                                                                                                                                                                                    |  |       | 13 |  |       |  |  |              |  |  |           |  |  |  |  | 
|L Gerzberg                                                                                                                                                                                                                                                        |  |       | 13 |  |       |  |  |              |  |  |           |  |  |  |  | 
|S Giacoletto-Roggio4                                                                                                                                                                                                                                              |  |       | 13 |  |       |  | 3 |              |  |  | 4          |  |  |  | 1 | 
|C A Ladas                                                                                                                                                                                                                                                         |  |       | 12 |  |       |  |  |              |  |  |           |  |  |  |  | 
|R W Mackintosh                                                                                                                                                                                                                                                    |  |       | 13 |  |       |  |  |              |  |  | 4          |  |  |  | 1 | 
|C Stone2                                                                                                                                                                                                                                                          |  |       | 4  |  |       |  |  |              |  |  | 1          |  |  |  |  | 
|Ms T M Vega3                                                                                                                                                                                                                                                      |  |       | 10 |  |       |  | 3 |              |  |  |           |  |  |  |  | 
|1  Retired from the Board on 30 June 2012. 2  Appointed to the Board on 16 July 2012, appointed to the Remuneration Committee on 18 December
2012.
3  Appointed to the
Audit Committee on 27 April 2012. 4  Stood down from the Audit Committee on 27 April 2012. |  |       |    |  |      



In accordance with our Articles of Association we also seek shareholder approval annually for issuing shares and to
dis-apply the pre-emption rights that apply under the Companies Act in line with limit guidelines issued by investor bodies. Attendance
at meetings The table above shows the attendance of each of the directors at


meetings of the Board and its Committees held during the 52 week period ended 28 December 2012. Annual General Meeting resolutions The resolutions to be proposed at the Annual General Meeting to be
held on 22 May 2013, together with explanatory notes, appear in the separate Notice of the Annual General


Meeting, which has been sent to all registered shareholders. By Order of the Board  Brett Gladden, Company Secretary 20 February 2013






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Remuneration Report  Letter from Remuneration Committee Chairman Dear Shareholder I am pleased to present the Remuneration report for the 52 week period ended
28 December 2012. 2012 has been a good year for CSR. In addition to the increases in both revenues and underlying profitability, CSR has
accelerated its transformation to becoming a global leader in the creation of multifunction platforms for markets such as Automotive, Imaging and Voice & Music. An important part of this was the Transaction with Samsung for the disposal of
our handset connectivity and handset location development operations and technology for $310 million. This completed in October 2012 and received strong support from shareholders (99.8% of votes cast in favour). Following the Transaction, the Company returned $285 million to shareholders via a tender offer which was oversubscribed and resulted in the repurchase of
approximately 49 million ordinary shares. More information on


the Transaction and Tender Offer is provided on pages 6, 9 and 10. In line with the Companys dividend policy (described in the Chairmans statement on page 7), dividends payable for 2012 will increase by 15% in
comparison with 2011. The Transaction has been the principle area of focus for the Committee in 2012, and in particular:  

Retaining key talent within the Group at and below Board level to ensure that the Group continues to be able to deliver its transformation strategy.  

The impact of the Transaction on the executive directors incentives and, in particular, whether it was appropriate for any adjustments to be made to
performance targets. The determinations made by the Committee are summarised in table 1 below.


The Committee has overseen the preparation of a new long term incentive plan and a new SAYE plan in advance of the
10 year anniversary in 2014 of the existing CSR plc Share Option Plan and the CSR plc SAYE Scheme, both of which were adopted in 2004. Shareholders will be asked to vote on the proposed plans at the AGM to be held on 22 May 2013. More
information on the new plans can be found in the Notice of AGM. A resolution to approve the Remuneration report will be proposed at the AGM to be held
on 22 May 2013. S Giacoletto-Roggio, Chairman, Remuneration Committee




|                                                                     |  |                             |  |                                                                                                                                                                                                                                                                                                                                                            
|-------------------------------------------------------------------- |  | --------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Table 1: Determinations made by the Committee on performance targets
|Plan/Grant                                                           |  | Performance target          |  | Decision and rationale                                                                                                                                                                                                                                                                                                                                     
|Executive Incentive Plan
2012 EIP Year                               |  | Revenue                     |  | No adjustment was made on the basis that the Transaction would nothave a
material impact on Revenues in 2012 and the original targetremained appropriate.                                                                                                                                                                                                  
|Executive Incentive Plan
2012 EIP Year                               |  | Profit                      |  | No adjustment was made on the basis that the reduction of costs asa result of the Transaction would be felt primarily in 2013
and theoriginal target remained appropriate.                                                                                                                                                                                 
|Executive Incentive Plan
2012 EIP Year                               |  | Individual targets          |  | No adjustment was made on the basis that the Transaction did notmaterially impact the individual targets set at the start of
the year.                                                                                                                                                                                                                     
|Share Option Plan
2010 grant 2011 and 2012 grants                    |  | Comparative TSRAbsolute TSR |  | No adjustment was made to these targets on the basis that theyreflect whether the Transaction and the acceleration of
thetransformation to focus on platforms where the Company has aleadership position flow through to the creation of shareholder value.                                                                                                
|Share Award Plan
2010 Performance Award                              |  | EPS                         |  | No adjustment was made to this target. In assessing performanceagainst the target, the Committee felt it appropriate to take
intoaccount the operating profit arising from the Samsung Transactionsuch that the total profit generated for shareholders over theperformance period was reflected in the measurement ofperformance. See page 71 for
details.



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Remuneration Report



Background The Report has been prepared in accordance with Schedule 8 to the Accounting Regulations under the Act. The Report meets the relevant requirements of the Financial Services Authority Listing Rules describing how
the Board has applied the principles relating to directors remuneration in the UK Corporate Governance Code (the Code). The Act
requires the auditors to report to shareholders on certain parts of the Report and to state whether in their opinion those parts of the Report have been properly prepared in accordance with the Act. Role of the Remuneration Committee (Committee)  The Committees responsibilities include:  

Setting remuneration policy for executive directors  

Determining specific remuneration packages for executive directors and for the Chairman  

Operating the Companys employee share incentive arrangements  

Providing guidance on remuneration for senior employees who report to the CEO  

Considering the broader remuneration policies for Group employees below Board level.
 The Committees agreed terms of reference are available on the Companys website (www.csr.com) and on request from the Company Secretary. These are
reviewed annually to ensure they comply with developing good practice as well as ensuring they reflect the evolution and proper oversight of remuneration policies in the Group. The Board determines the remuneration of the non-executive directors. No director plays a part in any decision about their own remuneration. Committee members The Committee members comprise Mr Giacoletto-Roggio (Chairman),
Mr Allner, Mr Carlisle and Mr Stone (who joined the Committee in 2012) all of whom are independent non-executive directors within the definition of the Code. Mr Mackintosh, Chairman of the Board, attends meetings of the Committee as a member.


Representatives of PricewaterhouseCoopers LLP (PwC) attend meetings of the Committee by invitation as do members of the executive management team where this is pertinent to matters under
consideration. The Company Secretary acts as secretary to the Committee. None of the members of the Committee has any personal financial interest
(other than as shareholders), conflicts of interests arising from other directorships or day-to-day involvement in running the business of the Company. Further information on meetings and attendance by the Committee members is disclosed in the Corporate Governance report on page 65. External advice The Committee received external
advice in 2012 from PwC, Slaughter and May and Alithos Limited. Slaughter and May act as legal advisers to the Company. PwC provides advice to the Company on various other matters. Alithos provided services in relation to the calculation of TSR
where that criteria is set as a performance target for performance options. Each of the advisers were appointed by the Committee. Terms of engagement with each provider are available from the Company Secretary. Remuneration policy There are five main elements of
the remuneration package for executive directors, comprising basic annual salary, benefits-in-kind, the opportunity to participate in a money purchase pension scheme, and short term and longer term incentives via the Executive Incentive Plan
(described on page 69 of this Report) and the CSR plc Share Option Plan (described on page 70 of this Report). The Committee has not made any fundamental changes to the structure of remuneration for the executive directors in 2012 and intends to
maintain the same approach in 2013. Executive remuneration packages are designed to attract, incentivise and retain executives of the highest calibre to
enable the Group to achieve its strategic objectives, described on pages 12 to 17, meet customer needs and enhance value to shareholders. Consideration is also given to the interaction between the Groups strategy and remuneration policy.


Few of CSRs peers are based in the UK; the majority are US headquartered with executive teams based in the US.
The remuneration policy is therefore designed to both recognise that the Company is competing in an international market for its executive talent and to maintain compliance with best practice for UK listed companies.  The main principles of the policy are:  

Remuneration should be competitive against companies in CSRs peer group  

A substantial proportion of remuneration should be performance-related  

Performance targets should support the long term business strategy thereby aligning the interests of the executive directors with those of
shareholders by linking reward to the delivery of sustained shareholder value.
 Further information is provided below. Basic salary An executive
directors basic salary is set by the Committee on their appointment and reviewed once a year or when an individuals position or responsibilities change. The annual review is supported by data prepared by PwC on companies within the
Companys peer group with due consideration of the role performed by the individual executive director. The target basic salary is at median level
(noting that after promotion or appointment to the Board it may take several years to meet this target), with the opportunity to go above this level subject to sustained individual performance. When determining levels of basic salary, the Committee considers:  

Remuneration practices within the Group as a whole;  

Objective research on companies within the Companys peer group (comprising both international and UK companies to reflect that the Company is competing in
a global market);  

The general performance of the Company; and  

The economic environment. Incentives and performance measures Participation
in incentive arrangements is capped at a maximum of 500% of basic salary per executive director per year.






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For the Executive Incentive Plan, performance
measures support business performance for the financial year in question and incorporate individual performance targets. In 2012, performance measures were based on revenue and profit and individual objectives linked to strategic measures. These
targets take account of both the challenging and rapidly evolving market in which the Group operates and the investment communitys expectations of the Groups potential future performance. Longer term performance is also supported by the grant of share options, where vesting is subject to the achievement of performance targets which are linked to
maximizing sustainable growth in both the Companys share price and profitability. The Committee considers whether environmental, social and
governance matters relevant to the Groups activities should be incorporated within performance targets set for the executives. The Committee reviewed this at the end of 2012 and determined that, given the Companys focussed strategic
objectives for 2013, it was not appropriate to incorporate such matters specifically within the performance targets for incentive arrangements for any executive director during 2013. This is kept under review on an annual basis. The report on the
Companys initiatives on matters related to corporate and social responsibility, including environmental matters, is included in the Business and financial review on pages 40 to 44. Remuneration and risk The Committee has reviewed the relationship between remuneration and risk and
is satisfied that the policies operated give an appropriate balance between fixed and variable remuneration which, taking into account the range of different performance metrics and measurement periods, does not


promote undue risk taking. Mr. Allner and Mr. Carlisle, who are members of the Committee, are also members of the Audit Committee, of which Mr. Allner is Chairman. As part of its normal
business, the Audit Committee considers a range of financial and non financial risks that have the potential to affect the Group, together with reports from management which seek to address these. For more information please see pages 62 and 63 of
the Corporate Governance Report. Executive directors Table 2 on page 69 shows the executive directors of the board at 28 December 2012. Mr. Kanwar Chadha stood down from
his role as an executive director of the Board with effect from 30 June 2012. Basic salary The current and previous years basic salary of the executive directors who served during the period ended 28 December 2012 are shown in table 3 on
page 69. The salaries for the executive directors were reviewed in February 2013 when salaries for all employees in the Group were reviewed. The Committee determined that the salaries for Mr. Gardiner and Mr. Ladas would be increased by 3%, an amount which was broadly consistent with the salary
increase applying across the Group. The Committee determined that the salary for Mr. van Beurden would be increased to £460,000 to recognize the
fundamental change in the business which Mr. van Beurden has delivered and the value created via the Samsung transaction. This increase was discussed with a number of the Companys shareholders in January 2013. The Committee is satisfied that the salaries for the executive directors conform to its strategy explained earlier in the report and are competitive in the context
of similar roles in organisations within the Companys peer group. Benefits-in-kind The executive directors receive certain benefits-in-kind, comprising private medical insurance, life assurance as a multiple of basic salary (four times basic
salary in the UK and two times basic salary in the US), and personal accident insurance and subsistence expenses. During 2012, Mr. Ladas, who lives in the US, was provided with support in meeting the cost of


temporary accommodation in the UK reflecting his frequent travel and stays in the United Kingdom as an important part of the performance of his role. Mr. Ladas also receives US-based dental
plan insurance, as did Mr. Chadha for the period of his appointment during in 2012. Pension arrangements Mr. van Beurden and Mr. Ladas are members of the Cambridge Silicon Radio Retirement Benefits Scheme (the UK pension plan) which is an HM Revenue & Customs
approved money purchase (defined contribution) scheme operated for eligible employees in the United Kingdom. Mr. Gardiner has established his own personal pension plan to which the Company contributes. Until 30 June 2012, when he stood
down, Mr. Chadha participated in the US 401K Plan which the Company operates for its US-resident employees. Contributions are determined as a
percentage of the employees gross basic salary, up to a limit of £50,000. Details of the actual contributions made by the Group to the UK pension plan and the US 401K Plan on behalf of the executive directors are shown in the table on
page 74. Normal retirement age is 65 for employees and executive directors. However, employees and executive directors may continue to remain in office
beyond that age. Mr Ladas, Operations Director (age 67), has continued in office beyond the normal retirement age. Other than basic salary, no element
of the directors remuneration is pensionable. Share ownership Executive directors are encouraged to build up a shareholding in the Company to a level equivalent to a percentage of their basic salary. This shareholding is satisfied through retention of shares obtained as a
result of participating in any Company share plan, net of the shares sold to finance option exercises or to pay an associated tax or social security liability. There is no requirement for directors to make a personal investment should share options
or awards not vest. The shareholding requirements, and their level of satisfaction, as at 28 December 2012 are shown in table 4 on page 69.






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|CSR plc Annual Report and Financial Statements
2012 |  | 



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|                                                 |  |          |                         |  |                         |  |               | 
|------------------------------------------------ |  | -------- | ----------------------- |  | ----------------------- |  | ------------- | 
|Table 2: Executive directors at 28 December 2012 | 
|Name                                             |  | Position |                         |  | Date joined the Company | 
|J A J van Beurden                                |  |          | Chief Executive Officer |  |                         |  | November 2007 | 
|D D W Gardiner                                   |  |          | Chief Financial Officer |  |                         |  | June 2008     | 
|C A Ladas                                        |  |          | Operations Director     |  |                         |  | May 2000¥     | 
|¥   appointed to the Board in January
2008.      |  |          |                         |  |                        



|                                             |  |                |         |  |                 |   |         |                     |  |  |               | 
|-------------------------------------------- |  | -------------- | ------- |  | --------------- | - | ------- | ------------------- |  |  | ------------- | 
|Table 3: Executive directors: Basic salaries |  |                |         |  |                 |   |         |                     | 
|                                             |  | Current Salary |         |  | Previous Salary |   |         | Date of Last Review | 
|J A J van Beurden                            |  | £              | 460,000 |  |                 | £ | 416,000 |                     |  |  | February 2013 | 
|D D W Gardiner                               |  | £              | 323,000 |  |                 | £ | 313,668 |                     |  |  | February 2013 | 
|C A Ladas                                    |  | $              | 331,000 |  |                 | $ | 321,360 |                     |  |  | February 2013 | 
|K Chadha                                     |  |                |        |  |                 | $ | 321,360 |                     |  |  | n/a           | 



|                                                        |  |          |                         |  |                                       |  |      |                                             |  |  |                                 |  |  |  |      | 
|------------------------------------------------------- |  | -------- | ----------------------- |  | ------------------------------------- |  | ---- | ------------------------------------------- |  |  | ------------------------------- |  |  |  | ---- | 
|Table 4: Executive directors: Shareholding requirements |  |          |                         | 
|Name                                                    |  | Position |                         |  | Shareholding Requirement(% of salary) |  |      | Value of shares held (£) at28 December 2012 |  |  | Value of shares as a % ofsalary | 
|J A J van Beurden                                       |  |          | Chief Executive Officer |  |                                       |  | 400% |                                             |  |  | 732,948                         |  |  |  | 176% | 
|D D W Gardiner                                          |  |          | Chief Financial Officer |  |                                       |  | 200% |                                             |  |  | 609,027                         |  |  |  | 194% | 
|C A Ladas                                               |  |          | Operations Director     |  |                                       |  | 100% |                                             |  |  | 290,954                         |  |  |  | 146% | 



Incentive arrangements The following sections explain the incentive arrangements. The CSR plc 2011 Executive Incentive Plan
(the EIP) Background The EIP was approved by shareholders at the General Meeting held on 30 August 2011. The EIP allows a mixture of cash (once the share ownership requirement is met) and shares to be earned by reference to annual performance measures. A proportion of the amounts which are earned are subject to a two
year retention period as well as the potential for subsequent forfeiture where predetermined minimum levels of performance are not achieved during that retention period. The maximum participation for a participant in respect of any single EIP Year is 250% of basic salary, subject to the satisfaction of performance targets. There are two elements of participation: Element A is paid following the end of the EIP Year. For the
2012 EIP Year (52 weeks ended 28 December 2012), Element A is 50% of annual participation (maximum 125% of salary).


Executive directors who have satisfied the share ownership requirement on the payment date will receive payment in
cash (capped at a maximum of 100% of basic salary) and any balance will be paid in shares. Alternatively, they may elect to receive shares to replace part or all of the cash component. Executive directors who have not satisfied the share ownership
requirement on the payment date will receive payment in shares. Where a payment is made in shares, the executive director is permitted to sell sufficient shares to meet associated tax and social security liabilities. Element B is paid in shares at the end of EIP Year 3 (i.e. there is a two year deferral for this element). For the 2012 EIP Year Element B is 50% of
annual participation (maximum 125% of salary). The vesting of Element B at the end of EIP Year 3 is subject to the following conditions:  

continued employment within the Group; and  

forfeiture where the minimum performance requirements set for EIP Years 2 and 3 are not met. Forfeiture is on a sliding scale up to a maximum of 50% of Element B. Table 5 on page 70 shows payments made in 2012 in satisfaction of EIP participation in 2011.


Tables 6 and 7 on page 70 show the level of participation for the EIP 2012 Plan year as a result of the satisfaction
of the performance requirements together with the value of Elements A and B and the manner in which Element A has been paid. Impact
of 2012 performance on 2011 EIP Element B On target performance was achieved in 2012 in relation to Element B of EIP 2011 which means that none of
the 2011 EIP Element B share awards were forfeited. The aggregate number of share awards held under Element B is shown in table 8 on page 70. Operation of the EIP for the 2013 EIP Year The Committee has reviewed the performance
requirements for the 2013 EIP Year with due consideration of the strategic objectives for the Group in 2013 and the longer term, linked to the interests of shareholders in the delivery of sustainable growth and returns. It is the Committees
opinion that the performance requirements shown in table 9 on page 70 and their weighting is appropriate to continue to support the delivery of the Groups strategy in 2013.






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|                                          |  |                          |        |  |                                          |   |         |                       |  |  |                                       |  |  |  |           | 
|----------------------------------------- |  | ------------------------ | ------ |  | ---------------------------------------- | - | ------- | --------------------- |  |  | ------------------------------------- |  |  |  | --------- | 
|Table 5: EIP 2011 Plan Year participation |  |                          |        | 
|Name                                      |  | Element ANumber ofshares |        |  | Value of element A shareson payment date |   |         | Element BShare awards |  |  | Vesting datefor element BShare awards | 
|J A J van Beurden                         |  |                          | 62,696 |  |                                          | £ | 153,605 |                       |  |  | 62,696                                |  |  |  | 21-Mar-14 | 
|D D W Gardiner                            |  |                          | 47,274 |  |                                          | £ | 115,821 |                       |  |  | 47,274                                |  |  |  | 21-Mar-14 | 
|C A Ladas                                 |  |                          | 24,216 |  |                                          | £ | 59,329  |                       |  |  | 24,216                                |  |  |  | 21-Mar-14 | 



|                                                                                                                                                                 |  |                             |      |  |                   |  |         |                    |  |  |                      |  |  |  |         | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---- |  | ----------------- |  | ------- | ------------------ |  |  | -------------------- |  |  |  | ------- | 
|Table 6: EIP 2012 Plan Year performance requirements and
satisfaction                                                                                            |  |                             |      | 
|Performance Requirement                                                                                                                                          |  |                             |      |  | Revenue           |  |         | Profit             |  |  | IndividualObjectives | 
|Percentage of maximum annual participation based on the satisfaction of the relevant Performance
Requirement                                                     |  |                             |      |  |                   |  | 25%     |                    |  |  | 50%                  |  |  |  | 25%     | 
|Extent to which Performance Requirements met for the Plan Year                                                                                                   |  |                             |      |  |                   |  | 66.2%   |                    |  |  | In full              |  |  |  | In full | 
|Annual Participation earned (% of salary)                                                                                                                        |  | Maximum AnnualParticipation |      |  | Financial Element |  |         | Individual Element |  |  | Total                | 
|J A J van Beurden                                                                                                                                                |  |                             | 250% |  |                   |  | 166.38% |                    |  |  | 62.5%                |  |  |  | 228.88% | 
|D D W Gardiner                                                                                                                                                   |  |                             | 250% |  |                   |  | 166.38% |                    |  |  | 62.5%                |  |  |  | 228.88% | 
|C A Ladas                                                                                                                                                        |  |                             | 250% |  |                   |  | 166.38% |                    |  |  | 62.5%                |  |  |  | 228.88% | 
|Revenue and Underlying Profit (excluding litigation expenses) are defined as the Companys revenue and profit for
the purpose of the Plans performance targets. | 



|                                     |  |                     |  |             |         |  |       |  |           |                 |  |  |                            |  |  |       |       |  |                       |  |          |                 |  |  |         |  |  |  |           | 
|------------------------------------ |  | ------------------- |  | ----------- | ------- |  | ----- |  | --------- | --------------- |  |  | -------------------------- |  |  | ----- | ----- |  | --------------------- |  | -------- | --------------- |  |  | ------- |  |  |  | --------- | 
|Table 7: EIP 2012 Plan Year payments |  |                     |  |             |         |  |       |  |           |                 |  |  |                           
|Element A                            |  |                     |  |             |         |  |       |  | Element B |                 |  |  |                           
|Name                                 |  | AnnualParticipation |  | % of salary |         |  | Value |  |           | Form of Payment |  |  | Share Price(both Elements) |  |  | Value |       |  | Number of Shareawards |  |          | Date of Vesting | 
|J A J van Beurden                    |  | £952,141            |  |             | 228.88% |  |       |  | £476,070  |                 |  |  | Shares                     |  |  |       | £3.44 |  |                       |  | £476,071 |                 |  |  | 138,485 |  |  |  | 26-Mar-15 | 
|D D W Gardiner                       |  | £717,923            |  |             | 228.88% |  |       |  | £358,962  |                 |  |  | Shares                     |  |  |       | £3.44 |  |                       |  | £358,961 |                 |  |  | 104,419 |  |  |  | 26-Mar-15 | 
|C A Ladas                            |  | £468,490            |  |             | 228.88% |  |       |  | £234,245  |                 |  |  | Shares                     |  |  |       | £3.44 |  |                       |  | £234,245 |                 |  |  | 68,140  |  |  |  | 26-Mar-15 | 



|                                                                                                                                                                                                  |  |                                |        |  |                                |  |         |       |  |  |         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------ |  | ------------------------------ |  | ------- | ----- |  |  | ------- | 
|Table 8: EIP Share awards at risk of forfeiture                                                                                                                                                   |  |                                |        |  |                                |  |         |       | 
|Name                                                                                                                                                                                              |  | 2011 EIP Element BShare awards |        |  | 2012 EIP ElementB Share awards |  |         | Total | 
|J A J van Beurden                                                                                                                                                                                 |  |                                | 62,696 |  |                                |  | 138,485 |       |  |  | 201,181 | 
|D D W Gardiner                                                                                                                                                                                    |  |                                | 47,274 |  |                                |  | 104,419 |       |  |  | 151,693 | 
|C A Ladas                                                                                                                                                                                         |  |                                | 24,216 |  |                                |  | 68,140  |       |  |  | 92,356  | 
|Note: The 24,216 EIP Element B share awards granted to Mr Chadha on 21 March 2012 for the 2011 EIP Year lapsed on
his cessation of employment effective 30 June 2012 and no shares were released. | 



|                                                                                                                                                                 |  |         |      |   |        |  |      |                      |  |  |     | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | ---- | - | ------ |  | ---- | -------------------- |  |  | --- | 
|Table 9: EIP 2013 Plan Year performance requirements                                                                                                             |  |         |      |   |        |  |      |                      | 
|Performance Requirement                                                                                                                                          |  | Revenue |      |   | Profit |  |      | IndividualObjectives | 
|Percentage of Maximum Annual Participation based on the satisfaction of the relevant Performance
Requirement                                                     |  |         | 25%  |   |        |  | 50%  |                      |  |  | 25% | 
|Performance Thresholds (% of budget):                                                                                                                            |  |         |      |   |        |  |      |                      |  |  |     | 
|Maximum                                                                                                                                                          |  |         | 110% |   |        |  | 120% |                      |  |  |     | 
|On Target                                                                                                                                                        |  |         | 100% |   |        |  | 100% |                      |  |  |     | 
|Minimum Threshold                                                                                                                                                |  |         | 90%  |   |        |  | 80%  |                      |  |  |     | 
|Forfeiture Threshold                                                                                                                                             |  |         | 80%  | * |        |  |      |                      |  |  |     | 
|Maximum Forefeiture                                                                                                                                              |  |         | 70%  | * |        |  |      |                      |  |  |     | 
|Revenue and Underlying Profit (excluding litigation expenses) are defined as the Companys revenue and profit for
the purpose of the Plans performance targets. | 
|* straightline forfeiture between points                                                                                                                         |  |         |      |   |        |  |      |                      |  |  |     | 



Share Option Plan Following shareholder approval at the 2004 Annual General Meeting, the Company established the CSR plc Share Option Plan (CSOP). Options are granted under the CSOP to executive directors and other employees at the discretion of the Committee. In
usual circumstances, the maximum participation in respect of any financial


year is 300% of basic salary (maximum participation in the EIP reduces this to 250%). Pursuant to the rules of the CSOP, the Committee may, at its discretion grant options up to 400% of basic
salary to deal with circumstances which it determines to be exceptional, for example, the retention or recruitment of key employees. In 2013, the
Committee determined that the performance of the executive


directors during the year justified the grant of options to each of them equal to 150% of salary (2012: 250%). Grants made to executive directors vest on the third anniversary of the grant date provided that a performance target has been satisfied and the participant is still employed within the CSR group at that time.






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Performance target for 2010 option grant The vesting of options granted to executive directors in 2010 depended on the level of TSR generated by the Company relative to that of a group of comparator
companies, as shown in table 11 below. The Companys TSR was below the median position in the comparator group which means that there has been
no vesting and the options have lapsed. Performance target for 2011 and 2012 option grants The vesting of options granted to executive directors in 2011 and 2012 is subject to satisfaction of an Absolute Total Shareholder Return (share price and
dividends) performance target. The target for the grants made in 2011, 2012 and 2013 is shown in table 12 below. The Committee considers this target to be challenging and appropriately aligned with shareholder interests since successful delivery of it should flow through to an
increase in total shareholder returns.


Performance share awards Following shareholder approval at the 2005 Annual General Meeting, the Company established the CSR Share Award Plan. Performance share awards are granted under the Share Award Plan to executive directors and other
employees at the discretion of the Committee. Performance share awards were last granted to the executive directors in 2010. The performance target for
the 2010 awards was based on growth in the Companys Earnings Per Share over the three year performance period. The thresholds set for achieving vesting of some or all of the shares granted is set out in the table below.  EPS Performance Target

Vesting PercentagePercentage of the totalnumber of Sharessubject to an Award onthe Award
Date70 cents or more


100
%Between 58 cents and 70cents

Straight line basisbetween 20% & 100%58 cents


20
%Less than 58 cents


0
%


In assessing performance against the target, the Committee determined to take into account the operating profit
arising from the Samsung transaction, which completed in October 2012, to ensure that the total profit generated for shareholders over the performance period was reflected in the measurement of performance. The table below shows:  

the underlying Operating Profit and EPS for 2012  

the Operating Profit and Profit per Share arising from the Samsung transaction  Underlying OperatingProfit 2012

Operating Profit onSamsung transaction$74 million

$
127.2 million  Underlying EPSActual EPS result forthe last FinancialYear in thePerformance
Period

Profit per Sharearising on theSamsungTransaction


Combined resultreflecting theSamsungTransaction27 cents


47 cents



74 cents Accordingly the 2010 performance condition is satisfied in full and 100% of the shares granted will vest. Table 13 shows the total awards held by each executive director at 28 December 2012.




|                                                         |  |              |   |   |        |  |    |                |  |  |     |   
|-------------------------------------------------------- |  | ------------ | - | - | ------ |  | -- | -------------- |  |  | --- | --
|Table 10: 2010 option grant TSR target thresholds        |  |              |   |   |        |  |    |                | 
|Companys TSR position in comparator group               |  | Below median |   |   | Median |  |    | Upper quartile | 
|Percentage of Option Vesting                             |  |              | 0 | % |        |  | 30 | %*             |  |  | 100 | %*
|* straightline vesting between median and upper
quartile |  |              |   |   |        |  |    |                | 



|                                                                                                                                    |  |                                                                                 |  |                                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|Table 11: 2010 option grant TSR comparator group                                                                                   
|The companies in the comparator group were as follows:                                                                             
|ARM Holdings plc                                                                                                                    |  | Hewlett-Packard Development Company L.P.                                        |  | QUALCOMM Incorporated                                                                                                        
|Advanced Semiconductor Engineering, Inc.                                                                                            |  | Infineon Technology AG                                                          |  | STMicroelectronics N.V.                                                                                                      
|ASML Holding N.V.                                                                                                                   |  | Intel Corporation                                                               |  | Silicon Laboratories Inc.                                                                                                    
|Analog Devices, Inc.                                                                                                                |  | Logitech International SA                                                       |  | Skyworks Solutions, Inc.                                                                                                     
|Apple Computer, Inc.                                                                                                                |  | Marvell Technology Group Ltd                                                    |  | Spirent plc                                                                                                                  
|austriamicrosystems AG                                                                                                              |  | Motorola, Inc.                                                                  |  | Synopsys Inc.                                                                                                                
|Broadcom Corporation
Cirrus Logic, Inc.
Conexant Systems, Inc.
Dell, Inc. GN Store Nord A/S                                         |  | National Semiconductor Corporation
Nokia Oyj PMC-Sierra,
Inc. Plantronics, Inc. |  | Taiwan Semiconductor Manufacturing Company Limited
Teradyne, Inc. Texas Instruments
Incorporated Wolfson Microelectronics plc
|                                                                                                                                    | 
|                                                                                                                                    | 
|                                                                                                                                    | 
|                                                                                                                                    | 
|Followingthe acquisition by Qualcomm Inc of Atheros Communications
during 2011, Atheros has been removed from the comparator group.



|                                                            |  |                                                  |      |    |                                                |  |       |   
|----------------------------------------------------------- |  | ------------------------------------------------ | ---- | -- | ---------------------------------------------- |  | ----- | --
|Table 12: 2011, 2012, 2013 option grant Absolute TSR target |  |                                                  |      |    |                                                | 
|                                                            |  | Absolute Shareholder ReturnThreshold Growth p.a. |      |    | Absolute Shareholder ReturnMaximum Growth p.a. | 
|                                                            |  |                                                  | 7.50 | %  |                                                |  | 10.50 | % 
|Percentage of Option Vesting                                |  |                                                  | 25   | %* |                                                |  | 100   | %*
|* Straight line vesting between thresholds                  |  |                                                  |      |    |                                               



|                                                                    |  |                                   |         |  |                   |  |   |             |  |  |                  |  |  |                   |   |  |                        |  |   |                |  |  |                                   |  |  |  |          |   |  |  |         | 
|------------------------------------------------------------------- |  | --------------------------------- | ------- |  | ----------------- |  | - | ----------- |  |  | ---------------- |  |  | ----------------- | - |  | ---------------------- |  | - | -------------- |  |  | --------------------------------- |  |  |  | -------- | - |  |  | ------- | 
|Table 13: Executive Directors holdings of Performance Share Awards |  |                                   |         |  |                   |  |   |             |  | 
|Name                                                                |  | Interests held at30 December 2011 |         |  | Date of 2012award |  |   | Awards made |  |  | Awards price (£) |  |  | Award vestingdate |   |  | Awardsexercised in2012 |  |   | Lapsed in 2012 |  |  | Interests held at28 December 2012 | 
|J A J van Beurden                                                   |  |                                   | 276,831 |  |                   |  |  |             |  |  |                 |  |  |                   |  |  |                        |  |  |                |  |  |                                  |  |  |  | (113,065 | ) |  |  | 163,766 | 
|D D W Gardiner                                                      |  |                                   | 232,776 |  |                   |  |  |             |  |  |                 |  |  |                   |  |  |                        |  |  |                |  |  |                                  |  |  |  | (109,296 | ) |  |  | 123,480 | 
|C A Ladas                                                           |  |                                   | 125,591 |  |                   |  |  |             |  |  |                 |  |  |                   |  |  |                        |  |  |                |  |  |                                  |  |  |  | (81,682  | ) |  |  | 43,909  | 



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Employee share purchase plans The Company operates an HM Revenue and Customs approved SAYE Share Option Scheme for eligible employees under which options may be granted at a discount
of up to 20% of market value. Executive directors who are subject to UK tax are eligible to participate in the SAYE Share Option Scheme. The Company
also operates an Employee Share Purchase Plan (the ESPP) under which shares in the Company may be acquired at a discount of up to 15% of the lower of the market value at either the start or end of the savings period. US based executive
directors may participate in the ESPP. Dilution The Company monitors the levels of option and share grants and the impact of these on dilution limits. To ensure that
the issue of new shares to employees pursuant to its share plans operates within Association of British Insurers (ABI) guidelines, the CSR Employee Benefit Trust (the Trust) was established in 2007. This provides a mechanism
for options and awards to be satisfied


using shares acquired by the Trust in the open market. As at 28 December 2012 the Trust held
2,234,095 ordinary shares in CSR plc which were acquired in the open market. The Trust is funded to purchase shares through cash drawn down under the terms of a Loan Facility Agreement established at the time of the creation of the Trust. During
2012 the Trust did not acquire any shares. The details of each purchase of ordinary shares in CSR plc by the Trust is shown in note 29 to the Consolidated Financial Statements. Performance Graph The graph in table 14 below shows the Companys performance, measured by total
shareholder return, compared with the performance of the FTSE 250 index. The FTSE 250 index has been selected for this comparison because it is a broad
equity index of which CSR plc is a constituent company. Directors contracts It is the Companys policy that executive directors should have contracts of an indefinite term. Each of the directors named in table 15 on page 73 have a
service contract which is subject to one years notice from the Company. Each of Mr. van Beurden, Mr. Gardiner and Mr. Ladas has a service agreement requiring them to give six months notice to the Company. The details of the
directors service contracts and notice period from the Company under their respective contracts for those in office at the year end are summarised in table 15.


In the event of a termination, a director is entitled to a payment not exceeding one years remuneration. In an
appropriate case, the Company would have regard to the departing directors duty to mitigate against costs to the Company. Non-executive directors Non-executive directors
have specific terms of engagement provided in formal letters of appointment and their remuneration is determined by the Board within the limits set by the Articles of Association and based on independent surveys of fees paid to non-executive
directors of similar companies. The fees for non-executive directors are considered each year. The non-executives are appointed for a three year term, subject to annual re-election by the shareholders, at the Companys Annual General Meeting.
The terms and conditions of appointment are available for inspection at the Companys registered office during normal business hours on request to the Company Secretary and up to 15 minutes prior to and at the Companys Annual General
Meeting. The fees of the non-executive directors and the Chairman were last reviewed in February 2013 when it was determined that the basic fee paid to
non executive directors would increase by 4% to £46,800. It was also agreed that the fee payable to Mr. Carlisle in his capacity as Senior Independent Director would be increased by £2,200, to Mr. Allner in his capacity as chairman
of the Audit Committee by an increase of £2,200 and to the chairman of the remuneration committee by the








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2012 |  | 



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payment of a further £2,200. The fee payable to Mr. Mackintosh as Chairman of the Board is £187,200. Dr. Gerzberg, was the founder, Chief Executive Officer and an executive director of Zoran Corporation prior to its acquisition by the Company which was completed on 31 August 2011. Dr. Gerzberg joined the Board of the Company as a non-executive director on completion of the acquisition. Dr. Gerzberg receives an annual fee as a
non-executive director of £45,000. The Board determined that Dr. Gerzberg should provide further support to management and the Board in the performance of additional duties, drawing on his extensive knowledge and experience of Zoran, its
products, technologies and


customers. The agreement for the provision of these duties ended on 31 December 2012. During 2012, Dr. Gerzberg received a monthly fee of $7,350 for carrying out these duties. Non-executive directors do not receive any bonus, are not eligible to participate in the Companys employee share plans, and are not eligible to join the
Companys pension scheme. In accordance with the provisions of the UK Corporate Governance Code, all non-executive directors will be standing for
re-election or, as in the case of Mr. Stone who has been appointed to the Board since the last Annual General Meeting, for election at the forthcoming Annual General Meeting. Being
non-


executive directors, they do not have service contracts. Outside appointments Executive directors are entitled to accept appointments outside the Company provided that the Chairmans permission is sought prior to accepting
the appointment. Whether or not the director concerned is permitted to retain their fees is considered on a case by case basis. Mr. van Beurden is the non-executive chairman of the Global Semiconductor Alliance, a not-for-profit organisation
supporting collaboration, supply chain integration and innovation in the global semiconductor industry. Mr. van Beurden does not receive a fee in respect of this appointment.




|                                                 |  |                          |                   |  |                  |  |        | 
|------------------------------------------------ |  | ------------------------ | ----------------- |  | ---------------- |  | ------ | 
|Table 15: Executive Directors Service Contracts | 
|Name of director                                 |  | Date of service contract |                   |  | Period of notice | 
|J A J van Beurden                                |  |                          | 29 September 2007 |  |                  |  | 1 year | 
|D D W Gardiner                                   |  |                          | 27 February 2008  |  |                  |  | 1 year | 
|C A Ladas                                        |  |                          | 12 December 2007  |  |                  |  | 1 year | 



|                                                                     |  |                               |  |                         |         |  |                               |  |          | 
|-------------------------------------------------------------------- |  | ----------------------------- |  | ----------------------- | ------- |  | ----------------------------- |  | -------- | 
|Table 16: Non-executive Directors: summary of letters of appointment |  |                               |  |                        
|Name of director                                                     |  | Date of letter of appointment |  | Duration of appointment |         |  | Notice period to/from Company | 
|R W Mackintosh                                                       |  | 30 April 2010                 |  |                         | 3 years |  |                               |  | 180 days | 
|A E C G Carlisle                                                     |  | 5 July 2011                   |  |                         | 3 years |  |                               |  | 90 days  | 
|S Giacoletto-Roggio                                                  |  | 4 January 2010                |  |                         | 3 years |  |                               |  | 90 days  | 
|A J Allner                                                           |  | 30 September 2011             |  |                         | 3 years |  |                               |  | 90 days  | 
|L Gerzberg                                                           |  | 31 August 2011                |  |                         | 3 years |  |                               |  | 30 days  | 
|C Stone                                                              |  | 16 July 2012                  |  |                         | 3 years |  |                               |  | 90 days  | 
|Ms T M Vega                                                          |  | 27 October 2010               |  |                         | 3 years |  |                               |  | 90 days  | 

Directors emoluments or fees

The emoluments or fees of the directors serving during the year, for the financial years 2011 and 2012 were as follows:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                     |           |  |                    |  |        |                 |  |  |                   |  |  |              |         |  |              |  |           |  |  |  |           | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | --------- |  | ------------------ |  | ------ | --------------- |  |  | ----------------- |  |  | ------------ | ------- |  | ------------ |  | --------- |  |  |  | --------- | 
|Directors Emoluments and fees 2011 and 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                     |           |  |                    |  |        |                 |  |  |                   |  | 
|Name of director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Fees /Basic salary$ |           |  | Benefits-in-kind $ |  |        | Annual bonuses$ |  |  | Other emoluments$ |  |  | 2012 total $ |         |  | 2011 total $ | 
|Executive-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                     |           |  |                    |  |        |                 |  |  |                   |  |  |              |         |  |              |  |           |  |  |  |           | 
|J A J van Beurden                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                     | 654,389   |  |                    |  | 5,530  |                 |  |  | 769,187           |  |  |              |        |  |              |  | 1,429,106 |  |  |  | 821,432   | 
|C A Ladas2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                     | 321,360   |  |                    |  | 21,477 |                 |  |  | 367,764           |  |  |              | 142,301 |  |              |  | 852,902   |  |  |  | 724,666   | 
|D D W Gardiner                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                     | 493,415   |  |                    |  | 1,597  |                 |  |  | 579,974           |  |  |              |        |  |              |  | 1,074,986 |  |  |  | 614,197   | 
|K Chadha3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                     | 161,916   |  |                    |  | 10,058 |                 |  |  |                  |  |  |              | 97,616  |  |              |  | 269,590   |  |  |  | 408,025   | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                     |           |  |                    | 
|Non-executive                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                     |           |  |                    |  |        |                 |  |  |                   |  |  |              |         |  |              |  |           |  |  |  |           | 
|J D Y Collier1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                     |          |  |                    |  |       |                 |  |  |                  |  |  |              |        |  |              |  |          |  |  |  | 48,306    | 
|R W Mackintosh                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                     | 283,149   |  |                    |  |       |                 |  |  |                  |  |  |              |        |  |              |  | 283,149   |  |  |  | 277,733   | 
|A E C G Carlisle                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                     | 84,158    |  |                    |  |       |                 |  |  |                  |  |  |              |        |  |              |  | 84,158    |  |  |  | 82,548    | 
|S Giacoletto-Roggio                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                     | 84,473    |  |                    |  |       |                 |  |  |                  |  |  |              |        |  |              |  | 84,473    |  |  |  | 82,857    | 
|A J Allner                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                     | 84,945    |  |                    |  |       |                 |  |  |                  |  |  |              |        |  |              |  | 84,945    |  |  |  | 83,320    | 
|T M Vega                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     | 70,787    |  |                    |  |       |                 |  |  |                  |  |  |              |        |  |              |  | 70,787    |  |  |  | 69,433    | 
|L Gerzberg4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                     | 70,787    |  |                    |  |       |                 |  |  |                  |  |  |              | 87,322  |  |              |  | 158,109   |  |  |  | 2,795,485 | 
|C Stone5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                     | 32,638    |  |                    |  |       |                 |  |  |                  |  |  |              |        |  |              |  | 32,638    |  |  |  |          | 
|Total                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                     | 2,342,017 |  |                    |  | 38,662 |                 |  |  | 1,716,925         |  |  |              | 327,239 |  |              |  | 4,424,843 |  |  |  | 6,008,002 | 
|The salary and
fees for Mr Ladas, Mr Chadha and Dr Gerzberg were paid in US Dollars. The
salary and fees for other directors were paid in Pounds Sterling but denominated in US Dollars for reporting purposes, consistent with the accounting policies of the Company.
1  Mr Collier stood
down from the Board on 12 September 2011 Amounts shown as annual bonus
are payments made in accordance with EIP Element A 2  Other emoluments represents the cost met by the Company for travel to the UK and temporary residence for Mr Ladas, a US citizen and resident in
California, in connection with the performance of his duties. The benefits are consistent with those provided to Mr Ladas prior to his appointment as an executive director. Mr Ladas heads the Operations function of the Group, a post he has held
since 2000, and he is responsible for managing the manufacture and supply of the Companys products in which capacity he is required to undertake extensive travel around the world.
3  Other
emoluments represents payment in lieu of holiday and sabbatical leave entitlement. 4  Dr Gerzberg was appointed to the Board on 31 August 2011. Under the terms of a Services and Separation Agreement in respect of the termination of his
employment with Zoran and its affiliates, Dr Gerzberg received benefits and payments as follows: a cash lump sum of $2,646,000, health and life insurance benefits of $13,642 and fees of $29,242 for additional services in his capacity as a
non-executive director of CSR plc. These additional services included assistance with the transition and integration of Zorans operations into CSRs organisation. Dr Gerzberg also received payment in lieu of holiday of $78,023, and back
pay of $5,341 in respect of his employment with Zoran and its affiliates. .5 Mr Stone was appointed to the Board on 16 July 2012 | 



|            |  |    |  |  |    | 
|----------- |  | -- |  |  | -- | 
|www.csr.com |  | 72 |  |  | 73 | 



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##### Table of Contents

Remuneration Report

continued





|                                                                                        |  |        |           |  |        |  |           | 
|--------------------------------------------------------------------------------------- |  | ------ | --------- |  | ------ |  | --------- | 
|Aggregate directors remuneration
The aggregate directors remuneration was as follows: |  |        |           |  |        | 
|                                                                                        |  | 2012
$ |           |  | 2011
$ | 
|Emoluments                                                                              |  |        | 4,424,843 |  |        |  | 6,008,002 | 
|Gains on exercise of share options                                                      |  |        | 510,823   |  |        |  | 103,381   | 
|Money purchase pension contributions                                                    |  |        | 173,440   |  |        |  | 182,414   | 
|Total remuneration                                                                      |  |        | 5,109,106 |  |        |  | 6,293,797 | 



|                                                                                                                                        |  |        |         |  |        |  |         | 
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------ | ------- |  | ------ |  | ------- | 
|Directors pension entitlements
Contributions paid or accrued by the Group in respect of the directors during the year were as follows: | 
|                                                                                                                                        |  | 2012
$ |         |  | 2011
$ | 
|J A J van Beurden                                                                                                                       |  |        | 78,653  |  |        |  | 83,577  | 
|D D W Gardiner                                                                                                                          |  |        | 69,078  |  |        |  | 67,757  | 
|C A Ladas                                                                                                                               |  |        | 25,709  |  |        |  | 25,518  | 
|K Chadha                                                                                                                                |  |        |        |  |        |  | 5,562   | 
|Total pension entitlements                                                                                                              |  |        | 173,440 |  |        |  | 182,414 | 



|                                                                                                                                                                                                                                                                                                                                                                                                    |  |                   |                     |  |                  |  |                   |                 |  |  |                 |  |  |                         |       |  |                        |  |       |                        |  |  |         |  |  |  |         | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------------------- |  | ---------------- |  | ----------------- | --------------- |  |  | --------------- |  |  | ----------------------- | ----- |  | ---------------------- |  | ----- | ---------------------- |  |  | ------- |  |  |  | ------- | 
|Directors share options
Aggregate emoluments disclosed in the table on page 73 do not include any amounts for the value of options toacquire ordinary shares in the
Company granted to or held by the directors.  Details of the options
exercised by directors and of the gains arising on the exercise of options in the 52 week periodto 28 December 2012 and the prior period are shown below: | 
|Name of director                                                                                                                                                                                                                                                                                                                                                                                    |  | Grant description |                     |  | Date of exercise |  |                   | Numberexercised |  |  | Cost per share£ |  |  | Market valueper share
£ |       |  | Gains onexercise 2012$ |  |       | Gains onexercise 2011$ | 
|J A J van Beurden                                                                                                                                                                                                                                                                                                                                                                                   |  |                   | SAYE                |  |                  |  | 28 August 2012    |                 |  |  | 5,538           |  |  |                         | 1.652 |  |                        |  | 3.23  |                        |  |  | 13,831  |  |  |  |        | 
|D D W Gardiner                                                                                                                                                                                                                                                                                                                                                                                      |  |                   | SAYE                |  |                  |  | 18 September 2012 |                 |  |  | 5,538           |  |  |                         | 1.652 |  |                        |  | 3.179 |                        |  |  | 13,752  |  |  |  |        | 
|L Gerzberg                                                                                                                                                                                                                                                                                                                                                                                          |  |                   | Zoran Options  ADS |  |                  |  | 31 October 2012   |                 |  |  | 71,968          |  |  |                         | 2.308 |  |                        |  | 3.35  |                        |  |  | 483,240 |  |  |  |        | 
|D D W Gardiner                                                                                                                                                                                                                                                                                                                                                                                      |  |                   | Recruitment Award   |  |                  |  | 8 July 2011       |                 |  |  | 20,000          |  |  |                         | 0.001 |  |                        |  | 3.226 |                        |  |  |        |  |  |  | 103,381 | 



The US$ gain represents the number of options exercised multiplied by the market value per share shown in Pounds
Sterling and calculated at the US$/ Pounds Sterling exchange rate prevailing on the date of exercise.


Options granted to L Gerzberg are denominated in US$. The Pounds Sterling amount shown for the cost and market value per share were calculated at the exchange rate prevailing at the date of
exercise.


Details of options for directors who served during the year or have been appointed since the year end but prior to
the approval of this report are shown in the table on page 75.






|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Remuneration Report



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                     |  |                                         |         |  |         |  |         |           |  |  |         |   |  |                                       |          |   |                 |  |         |                            |  |             |        |  |  |                 |  |  |           | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- |  | --------------------------------------- | ------- |  | ------- |  | ------- | --------- |  |  | ------- | - |  | ------------------------------------- | -------- | - | --------------- |  | ------- | -------------------------- |  | ----------- | ------ |  |  | --------------- |  |  | --------- | 
|Name of director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Scheme              |  | 30 December2011 (or date ofappointment) |         |  | Granted |  |         | Exercised |  |  | Lapsed  |   |  | 28 December2012 (or dateof cessation) |          |   | ExercisePrice £ |  |         | Date from whichexercisable |  | Expiry Date |       
|J A J van Beurden                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Performance award   |  |                                         | 113,065 |  |         |  |        |           |  |  |        |   |  |                                       | (113,065 | ) |                 |  |        |                            |  |             | 0.001  |  |  | 12-Mar-12(i)    |  |  | 12-Mar-19 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 144,057 |  |         |  |        |           |  |  |        |   |  |                                       | (144,057 | ) |                 |  |        |                            |  |             | 2.0825 |  |  | 12-Mar-12(ii)   |  |  | 12-Mar-19 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | SAYE                |  |                                         | 5,538   |  |         |  |        |           |  |  | (5,538  | ) |  |                                       |         |   |                 |  |        |                            |  |             | 1.652  |  |  | 1-May-12(iii)   |  |  | 31-Oct-12 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Performance award   |  |                                         | 163,766 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 163,766 |                            |  |             | 0.001  |  |  | 15-Mar-13(iv)   |  |  | 15-Mar-20 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 165,186 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 165,186 |                            |  |             | 4.843  |  |  | 15-Mar-13(v)    |  |  | 15-Mar-20 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 485,981 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 485,981 |                            |  |             | 2.14   |  |  | 6-Sep-14(vi)    |  |  | 6-Sep-21  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | SAYE                |  |                                         |        |  |         |  | 4,482   |           |  |  |        |   |  |                                       |         |   |                 |  | 4,482   |                            |  |             | 2.008  |  |  | 1-May-15(iii)   |  |  | 31-Oct-15 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         |        |  |         |  | 420,202 |           |  |  |        |   |  |                                       |         |   |                 |  | 420,202 |                            |  |             | 2.475  |  |  | 21-Mar-15(vi)   |  |  | 21-Mar-22 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | EIP 2011 Element B  |  |                                         |        |  |         |  | 62,696  |           |  |  |        |   |  |                                       |         |   |                 |  | 62,696  |                            |  |             | 0.001  |  |  | 21-Mar-14(vii)  |  |  | 21-Mar-22 | 
|C A Ladas                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | CSOP                |  |                                         | 67,000  |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 67,000  |                            |  |             | 2      |  |  | 26-Feb-07       |  |  | 26-Feb-14 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 20,600  |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 20,600  |                            |  |             | 3.21   |  |  | 5-May-08        |  |  | 5-May-15  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Performance award   |  |                                         | 81,682  |  |         |  |        |           |  |  |        |   |  |                                       | (81,682  | ) |                 |  |        |                            |  |             | 0.001  |  |  | 12-Mar-12(i)    |  |  | 12-Mar-19 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 104,072 |  |         |  |        |           |  |  |        |   |  |                                       | (104,072 | ) |                 |  |        |                            |  |             | 2.0825 |  |  | 12-Mar-12(ii)   |  |  | 12-Mar-19 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Performance award   |  |                                         | 43,909  |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 43,909  |                            |  |             | 0.001  |  |  | 15-Mar-13(iv)   |  |  | 15-Mar-20 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 59,054  |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 59,054  |                            |  |             | 4.843  |  |  | 15-Mar-13(v)    |  |  | 15-Mar-20 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 232,056 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 232,056 |                            |  |             | 2.14   |  |  | 6-Sep-14(vi)    |  |  | 6-Sep-21  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         |        |  |         |  | 204,244 |           |  |  |        |   |  |                                       |         |   |                 |  | 204,244 |                            |  |             | 2.475  |  |  | 21-Mar-15(vi)   |  |  | 21-Mar-22 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | EIP 2011 Element B  |  |                                         |        |  |         |  | 24,216  |           |  |  |        |   |  |                                       |         |   |                 |  | 24,216  |                            |  |             | 0.001  |  |  | 21-Mar-14(vii)  |  |  | 21-Mar-22 | 
|D D W Gardiner                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Performance award   |  |                                         | 109,296 |  |         |  |        |           |  |  |        |   |  |                                       | (109,296 | ) |                 |  |        |                            |  |             | 0.001  |  |  | 12-Mar-12(i)    |  |  | 12-Mar-19 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 139,255 |  |         |  |        |           |  |  |        |   |  |                                       | (139,255 | ) |                 |  |        |                            |  |             | 2.0825 |  |  | 12-Mar-12(ii)   |  |  | 12-Mar-19 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | SAYE                |  |                                         | 5,538   |  |         |  |        |           |  |  | (5,538  | ) |  |                                       |         |   |                 |  |        |                            |  |             | 1.652  |  |  | 1-May-12(iii)   |  |  | 31-Oct-12 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Performance award   |  |                                         | 123,480 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 123,480 |                            |  |             | 0.001  |  |  | 15-Mar-13(iv)   |  |  | 15-Mar-20 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 124,550 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 124,550 |                            |  |             | 4.843  |  |  | 15-Mar-13(v)    |  |  | 15-Mar-20 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 366,434 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 366,434 |                            |  |             | 2.14   |  |  | 6-Sep-14(vi)    |  |  | 6-Sep-21  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | SAYE                |  |                                         |        |  |         |  | 4,482   |           |  |  |        |   |  |                                       |         |   |                 |  | 4,482   |                            |  |             | 2.008  |  |  | 1-May-15(iii)   |  |  | 31-Oct-15 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         |        |  |         |  | 316,836 |           |  |  |        |   |  |                                       |         |   |                 |  | 316,836 |                            |  |             | 2.475  |  |  | 21-Mar-15(vi)   |  |  | 21-Mar-22 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | EIP 2011 Element B  |  |                                         |        |  |         |  | 47,274  |           |  |  |        |   |  |                                       |         |   |                 |  | 47,274  |                            |  |             | 0.001  |  |  | 21-Mar-14(vii)  |  |  | 21-Mar-22 | 
|K Chadha                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Performance award   |  |                                         | 70,000  |  |         |  |        |           |  |  |        |   |  |                                       | (70,000  | ) |                 |  |        |                            |  |             | 0.001  |  |  | 04-Aug-12(i)    |  |  | 4-Aug-19  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 138,071 |  |         |  |        |           |  |  |        |   |  |                                       | (138,071 | ) |                 |  |        |                            |  |             | 4.279  |  |  | 04-Aug-12(ii)   |  |  | 4-Aug-19  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | SiRF Options        |  |                                         | 37,049  |  |         |  |        |           |  |  |        |   |  |                                       | (37,049  | ) |                 |  |        |                            |  |             | 3.29   |  |  | 26-Jun-09       |  |  | 26-Nov-13 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | SiRF Options        |  |                                         | 100,997 |  |         |  |        |           |  |  |        |   |  |                                       | (100,997 | ) |                 |  |        |                            |  |             | 10.28  |  |  | 26-Jun-09       |  |  | 14-Dec-14 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | SiRF Options        |  |                                         | 11,856  |  |         |  |        |           |  |  |        |   |  |                                       | (11,856  | ) |                 |  |        |                            |  |             | 20.67  |  |  | 24-Apr-09       |  |  | 29-Apr-13 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | SiRF Options        |  |                                         | 37,050  |  |         |  |        |           |  |  |        |   |  |                                       | (37,050  | ) |                 |  |        |                            |  |             | 4.62   |  |  | 24-Apr-10       |  |  | 29-Apr-14 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Performance award   |  |                                         | 53,209  |  |         |  |        |           |  |  |        |   |  |                                       | (53,209  | ) |                 |  |        |                            |  |             | 0.001  |  |  | 15-Mar-13(iv)   |  |  | 15-Mar-20 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 59,054  |  |         |  |        |           |  |  |        |   |  |                                       | (59,054  | ) |                 |  |        |                            |  |             | 4.843  |  |  | 15-Mar-13(v)    |  |  | 15-Mar-20 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         | 232,056 |  |         |  |        |           |  |  |        |   |  |                                       | (232,056 | ) |                 |  |        |                            |  |             | 2.14   |  |  | 6-Sep-14(vi)    |  |  | 6-Sep-21  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | CSOP                |  |                                         |        |  |         |  | 204,244 |           |  |  |        |   |  |                                       | (204,244 | ) |                 |  |        |                            |  |             | 2.475  |  |  | 21-Mar-15(vi)   |  |  | 21-Mar-22 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | EIP 2011 Element B  |  |                                         |        |  |         |  | 24,216  |           |  |  |        |   |  |                                       | (24,216  | ) |                 |  |        |                            |  |             | 0.001  |  |  | 21-Mar-14(vii)  |  |  | 6-Sep-21  | 
|L Gerzberg                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Zoran Options  ADS |  |                                         | 9,041   |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 9,041   |                            |  | $           | 42.68  |  |  | 30-Aug-11(viii) |  |  | 15-Jul-13 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Zoran Options  ADS |  |                                         | 176,896 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 176,896 |                            |  | $           | 42.68  |  |  | 30-Aug-11(viii) |  |  | 15-Jul-13 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Zoran Options  ADS |  |                                         | 104,508 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 104,508 |                            |  | $           | 23.41  |  |  | 30-Aug-11(viii) |  |  | 19-Aug-15 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Zoran Options  ADS |  |                                         | 103,419 |  |         |  |        |           |  |  |        |   |  |                                       | (103,419 | ) |                 |  |        |                            |  | $           | 25.31  |  |  | 30-Aug-11(viii) |  |  | 9-Aug-12  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Zoran Options  ADS |  |                                         | 58,059  |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 58,059  |                            |  | $           | 34.07  |  |  | 30-Aug-11(viii) |  |  | 26-Apr-17 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Zoran Options  ADS |  |                                         | 66,768  |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 66,768  |                            |  | $           | 24.48  |  |  | 30-Aug-11(viii) |  |  | 23-Apr-18 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Zoran Options  ADS |  |                                         | 24,602  |  |         |  |        |           |  |  |        |   |  |                                       | (24,602  | ) |                 |  |        |                            |  | $           | 25.31  |  |  | 30-Aug-11(viii) |  |  | 9-Aug-12  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Zoran Options  ADS |  |                                         | 152,407 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 152,407 |                            |  | $           | 15.40  |  |  | 30-Aug-11(viii) |  |  | 30-Apr-19 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Zoran Options  ADS |  |                                         | 116,409 |  |         |  |        |           |  |  |        |   |  |                                       |         |   |                 |  | 116,409 |                            |  | $           | 16.99  |  |  | 30-Aug-11(viii) |  |  | 28-Apr-20 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Zoran Options  ADS |  |                                         | 203,209 |  |         |  |        |           |  |  | (71,968 | ) |  |                                       |         |   |                 |  | 131,241 |                            |  | $           | 14.87  |  |  | 30-Aug-11(viii) |  |  | 10-May-21 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                     |  |                                         |         |  |         |  |         |           |  |  |         |   |  |                                       |          |   |                 |  |         |                            |  |             |        |  |  |                 |  |  |           | 
|Note (i): Awards granted in 2009 under the Share Award Plan were subject to
a three year vesting period and satisfaction of an EPS growth performance target. The performance target was not satisfied and the awards lapsed. Note (ii): Options granted in 2009 under the CSOP were subject to a three year vesting period and satisfaction of a comparative TSR performance target. The performance target was not satisfied and
the options lapsed. Note (iii): Options granted under the SAYE scheme vest after three years and must be exercised within 6 months of
vesting date. Note (iv): Awards granted in 2010 under the Share Award Plan are subject to a three year vesting period and satisfaction of
an EPS performance target. Further details are set out on page 71. Note (v): Options granted in 2010 under the CSOP are subject to a
three year vesting period and satisfaction of a TSR performance target. Further details are set out on pages 70 and 71. Note (vi):
Options granted in 2011 and 2012 under the CSOP are subject to a three year vesting period and satisfaction of an absolute TSR performance target. Further details are set out on pages 70 and 71.
Note (vii): Awards granted in 2012 under the Executive Incentive Plan are subject to a two year vesting period and satisfaction of a performance
target. Further details are set out on pages 69 and 70. Note (viii) Zoran Options are replacement options rolled over from the
acquisition of Zoran Corporation at a conversion ratio and exchange rate specified in the merger agreement. Note: Mr Chadha participated
in the CSR Employee Share Purchase Plan (ESPP). Mr Chadha elected to contribute the maximum amounts as allowed by the ESPP of $5,000. In 2012, Mr Chadha purchased 1,452 shares through the ESPP. | 

The market price of the ordinary shares at 28 December 2012 was £3.374 and the range during the year was
£1.878 to £3.656.


This report was approved by the Board of directors and signed on its behalf by: S Giacoletto-Roggio, Chairman, Remuneration Committee 20 February 2013






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##### Table of Contents

Other Statutory Information  The directors submit this Annual Report and the audited consolidated financial
statements of the Company and its subsidiaries for the 52 week period ended 28 December 2012. Activities and business review CSR is a provider of multifunction platforms for a range of markets including Voice & Music, Indoors Location, Automotive Infotainment,
Bluetooth Smart and Imaging. Our strategy is to develop and provide to our customers world leading integrated and differentiated technology platforms in these markets which we believe provide attractive growth potential. More detailed information on the principal activities of CSR plc and its subsidiaries, together with a review of the businesses and a description of the principal
risks and uncertainties facing the Group along with other information that fulfils the requirements of the Business and Financial Review are set out on pages 14 to 44 and 45 to 50. Some information required by applicable US securities laws is set
out in the section entitled Corporate and Share Information on pages 148 to 157. The use of financial instruments is covered within the Directors Report  Business and Financial Review. Details of the subsidiaries and branches
of the Company are set out in Exhibit 8. Disposal of handset connectivity and location development operations and technology to Samsung On 4 October 2012, CSR completed the transfer of its handset connectivity and location development operations


and technology along with 311 people to Samsung Electronics Co. Ltd. (Samsung) for US$310 million in cash (the Transaction). On the completion of the Transaction, Samsung
Electronics Europe Holding Coöperatief U.A. (Samsung Europe) invested $34.4 million in return for 9,925,000 new ordinary shares in the Company (the Equity Investment). At the same time as seeking shareholder approval for the Transaction, the Company also sought approval at the General Meeting held on 17 August 2012 for the
return to holders of either CSR ordinary shares or American Depositary Shares representing the Companys ordinary shares of up to $285 million, comprising the net proceeds of the Transaction and the Equity Investment together with US$40.5
million allocated to the share buyback announced in February 2012 that had not yet been used. In the UK Circular to shareholders dated 1 August 2012, the Board stated that it intended to return the capital by way of a tender offer and
subsequent repurchase of ordinary shares, which following shareholder approval granted at the general meeting, was completed on 30 November 2012. For more information on the Transaction and the Tender Offer, please see pages 6 and 7 of the
Chairmans Statement. Financial results For a discussion of our financial results, please refer to the Directors Report  Business and Financial Review on pages 14 to 44. Our operating profit for 2012 was $107.9 million compared to an operating loss of $48.4 million in 2011 (2010: loss of $6.2 million). The underlying operating profit for 2012 increased to $74.0 million compared to
an underlying operating profit of $49.2 million in 2011 (2010: underlying operating profit of $79 million). Underlying operating profit is a non-GAAP measure. An explanation of our use of non-GAAP measures is given on pages 20 to 24. Revenue for the
period to 28 December 2012 showed an increase of 21% to $1,025.4 million from $845.2 million for the 52 week period to 30 December 2011 and underlying diluted earnings per share were $0.27, up from $0.20 for the 52 week period to
30 December 2011 (underlying diluted earnings per share in 2010: $0.43). Basic and diluted earnings per share were $0.25 for


2012, compared to basic and diluted earnings per share of $0.19 for 2011(basic and underlying profit per share in 2010: $0.09). The Board will at the forthcoming Annual General Meeting, be proposing that a final dividend be paid in respect of the 52 weeks ended 28 December 2012 of $0.08 per ordinary share (2011: $0.071 per ordinary
share). Subject to shareholder approval, the dividend will be paid on 31 May 2013, to shareholders of record on 10 May 2013. Future development It remains the Boards
intention to develop the Group through organic growth and targeted acquisitions. For a further discussion of the Boards strategy, please refer to pages 12 to 17. Directors of the Board The directors who served during the year are detailed on pages 53 and 54 of
the Directors Report  Corporate Governance. Change of control All of the Companys share schemes contain provisions relating to a change of control of the Company following a takeover. Outstanding options and awards would, subject to satisfaction of applicable
performance conditions and certain rules of the particular schemes, normally vest and become exercisable on a change of control (subject to a consideration as to whether a pro-rata adjustment should be made for the time elapsed since the grant was
made, to be determined at the discretion of the Remuneration Committee). Share capital and Samsung transaction The Companys ordinary shares have a nominal value of 0.1p per share and are quoted on the London Stock Exchange. Following the acquisition of Zoran
Corporation in 2011, CSR also has American Depositary Receipts listed on the NASDAQ Global Select Market. The rights and obligations attaching to the Companys ordinary shares are set out in the Companys Articles of Association, copies of
which can be obtained from Companies House in the UK or by writing to the Company Secretary. A summary of certain provisions of the Companys Memorandum and Articles of Association are set out on pages 148 to 152 in Corporate and Share
information.












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|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Other Statutory Information



Under the most recent authority provided by shareholders, and as announced on 20 February 2012, CSR made
purchases of its ordinary shares on the open market between 24 February 2012 and 30 March 2012 (the 2012 Share Buyback). A total of approximately $9.4 million was expended and as at 30 March 2012, being the last day on
which shares were acquired under the authority, 2,450,484 ordinary shares had been repurchased and were transferred to treasury. As at 30 March 2012, at the close of the 2012 Share Buyback, 17,197,990 shares were held in treasury. During 2012 a
total of 1,336,885 ordinary shares were transferred out of Treasury to satisfy the allotment of ordinary shares on the exercise of options under the Companys various share plans. As at 28 December 2012, the Company held 16,054,999
ordinary shares in Treasury. As noted above, on the completion of the transaction with Samsung on 4 October 2012, 9,925,000 new ordinary shares
were issued to Samsung Electronics Europe Holding Coöperatief U.A. (Samsung Europe) at a price of 223 pence per share, representing a total investment of $34.4 million. Pursuant to the terms of the subscription, Samsung Europe has
undertaken that, subject to certain specified exceptions, they will not dispose of these shares for a period of 12 months after allotment. On 4 October 2012, after the issue of shares to Samsung Europe, the revised issued share capital of the
Company was 213,372,127 ordinary shares. Also, as noted above, at the same time as seeking shareholder approval for the Transaction, the Company sought
shareholder approval for the return to holders of ordinary shares and American Depositary Shares representing ordinary shares of up to $285 million, comprising the net proceeds of the Transaction and the Equity Investment together with
$40.5 million allocated to the share buyback announced in February 2012 that had not yet been used. In the UK Circular to shareholders dated 1 August 2012, the Board stated that it intended to return the capital by way of a tender offer
and subsequent repurchase of ordinary shares. The Company initiated a tender offer pursuant to the terms set out in a circular posted to shareholders on
29 October 2012 (the Tender Offer).The Tender Offer closed on


29 November 2012 and was oversubscribed, with a total of 100,479,558 ordinary shares (including ordinary shares represented by ADSs) being properly tendered and not withdrawn by shareholders
and ADS holders. $285 million was returned to shareholders by the purchase of 49,080,388 ordinary shares at a price of 360 pence per ordinary share, effective 30 November 2012, applying a pro-ration of approximately 88.9%, reflecting the
oversubscription. The shares acquired by the Company were cancelled on 30 November 2012 and none of them were transferred to treasury. The revised issued share capital on the day of completing the Tender Offer was 165,411,588 ordinary shares.
(excluding shares held in Treasury). The issued share capital as at 20 March 2013 is 169,543,749 ordinary shares and 15,183,847 ordinary shares are
held in treasury. As mentioned earlier in the Business Review on page 19, the Group ended the year with $333.3 million in cash, cash equivalents
and treasury deposits. The Board is committed to maximizing shareholder value and regularly reviews the efficiency of its balance sheet and the expected ongoing cash requirements of the business. In light of this, the Board has concluded a share
buyback of $50 million is appropriate. It is intended to ask for shareholder authorisation for a general authority to undertake the buyback as soon as practicable. The general authority under which CSR purchases its ordinary shares is usually renewed on an annual basis at the annual general meeting. It remains the Boards intention to seek approval for renewal of the
general authority at the forthcoming annual general meeting, being held on 22 May 2013. There are no restrictions on the voting rights attaching to the
Companys ordinary shares. No person holds securities in the Company carrying special rights with regard to control of the Company. The Company is not aware of any agreements between holders of securities that may result in restrictions on the
transfer of securities or on voting rights. Unless expressly stated to the contrary in the Articles of Association of the Company, the Companys Articles of Association may be amended by special resolution of the Companys shareholders. A
summary of the Companys Articles of Association are set out on pages 148 to 152.


During the 52 weeks ended 28 December 2012, options were exercised pursuant to the Companys share schemes.
The number of shares allotted and the consideration received in respect of such allotments are detailed in note 28 of the Financial Statements. ABI
Guidelines relating to directors power to allot share capital and disapply pre-emption rights are reflected in Resolution 18 (the Section 551 Authority) and Resolution 19 respectively, in the Notice of Meeting. The directors propose (Paragraph (A) of Resolution 18 in the Notice of Meeting) to renew the authority granted at the 2012 Annual General Meeting to authorise
the directors to allot equity or grant rights in respect of equity shares up to an aggregate nominal value of £56,510 (representing approximately one-third of the ordinary shares issued as at the latest practicable date). In accordance with ABI Guidelines, the directors also propose (Paragraph (B) of Resolution 18 in the Notice of Meeting) to renew the authority granted at the
2012 Annual General Meeting to authorise the directors to allot or grant rights in respect of equity shares representing two-thirds of the Companys issued share capital as at the latest practicable date (as reduced by the nominal amount of any
allotment or grant made under paragraph (A) of Resolution 18) in the case of a compensatory rights issue. This authority, if renewed, will represent in total an aggregate nominal value of £113,020. This Section 551 Authority, if
approved, will expire at the conclusion of the Annual General Meeting to be held in 2014 or 22 August 2014, whichever is the earlier. The limited
power granted to the directors at the 2012 Annual General Meeting to allot equity shares for cash other than pro-rata to existing shareholders expires
on the conclusion of this years Annual General Meeting to be held on 22 May 2013. Subject to renewal of the Section 551 Authority, the directors recommend (Resolution 19 in the Notice of Meeting) that this authority also be renewed
so as to give the directors the ability (until the earlier of 22 August 2014, or the conclusion of the Annual General Meeting to be held in 2014) to issue






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Other Statutory Information

continued



equity shares for cash other than pro-rata to
existing shareholders, in connection with a rights issue or up to a limit of 5% of the ordinary shares issued at 20 March 2013. The directors have no present intention to issue equity shares for cash other than pursuant to the Companys
employee share schemes. The directors recommend that you vote in favour of Resolutions 18 and 19 to maintain the Companys flexibility in relation
to future share issues, including any issues to finance business opportunities should appropriate circumstances arise. A Special Resolution will be
proposed (Resolution 20 in the Notice of Meeting) to renew the directors limited authority to repurchase ordinary shares in the market. This authority will be limited to a maximum of 16,954,300 ordinary shares (representing 10% of the
Companys issued share capital as at the latest practicable date) and also sets the minimum and maximum prices which may be paid. The directors
believe it is advantageous for the Company to continue to have the flexibility to make market purchases of its own shares. As at 28 December 2012, the Company had 16,054,999 ordinary shares held in treasury. As at 20 March 2013, the
Company had 15,283,847 ordinary shares held in treasury. In the event that additional shares are purchased, they would either be cancelled (and the number in issue would be reduced accordingly) or, subject to the legislation referred to below,
retained as treasury shares. The directors will only make purchases after consideration of the possible effect on earnings per share, the long term benefits to shareholders and in consultation with advisers. The Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 allow shares repurchased by the Company to be held as treasury shares


that may be cancelled, sold for cash or used for the purpose of employee share schemes. The authority contained in the Special Resolution will expire at the earlier of 22 August 2014, or the
conclusion of the Annual General Meeting to be held in 2014. It is the current intention of the directors to renew this authority annually. The Board is
seeking shareholder consent for the adoption of a new CSR share plan. The new plan will allow the Company to make grants of share options at market value which presently are made under the rules of the CSR plc Share Option Plan which will expire on
the anniversary of its tenth year, which occurs in February 2014. The new CSR share plan will also enable the Company to make awards of contingent shares and of options to acquire shares presently made under the CSR Share Award Plan which will
expire on its tenth anniversary in May 2015. More details on the proposed plan are set out in the Notice of the Annual General Meeting. The Board is
separately seeking shareholder consent for the adoption of a new CSR SAYE plan. The new plan will operate in place of the present CSR plc SAYE plan which will expire on its tenth anniversary in February 2014. More details on the proposed plan are
set out in the Notice of the Annual General Meeting. Notice required for shareholder meetings The Shareholders Rights Directive was implemented in the UK by the Companies (Shareholders Rights) Regulations 2009 on 3 August 2009. The Regulations
implementing this Directive increase the notice period for general meetings of the Company to 21 days, unless shareholders agree to a shorter notice period. On the basis of a resolution passed at the 2012 Annual General Meeting, the Company is
currently able to call general meetings (other than an annual general meeting) on 14 days notice. The Company would like to preserve this ability and Resolution 21 seeks such approval. The approval will be effective until the Companys
next annual general meeting, when it is intended that a similar resolution will be proposed. In accordance with the Directive, the Company will offer an electronic voting facility for a general meeting called on 14 days notice. Employee Benefit Trust The CSR Employee Benefit
Trust (the Trust) was established in 2007 to


facilitate satisfying the issue of shares to employees within the Group on exercise of vested options under the various share option plans of the Company. During 2012, no ordinary shares in CSR plc were acquired by the Trust. The details of the purchases in prior years of ordinary shares in CSR plc are shown in note
29 on page 116 to the Financial Statements. As at 28 December 2012, the Trust held a total of 2,234,095 ordinary shares in CSR plc representing 1.4% of the issued share capital at the date of this report. As at 31 December 2011 the Trust
held 3,790,109 ordinary shares. As participants in the employee share option and award plans, the executive directors of the Company are potential
beneficiaries from the shares held by the Trust and are therefore regarded for the purposes of the Companies Act as being interested in ordinary shares held by the Trust. Directors Details of the directors of the Board who served during the year are contained on pages 53
and 54. Biographies of the directors in office at 28 December 2012 are on pages 51 and 52. The Companys Articles of Association state that
directors shall retire from office and may offer themselves for re-appointment when they have been appointed since the last annual general meeting, held office in the preceding two annual general meetings and did not retire at either of them or have
been in office for a continuous period of nine years or more at the date of the meeting. The UK Corporate Governance Code requires all directors of FTSE
350 companies to be subject to annual election by shareholders. Accordingly, all the directors will be retiring at the Annual General Meeting and offering themselves for re-election or election. This is further explained in the notice of meeting
which is a separate document issued to shareholders. The interests of the executive directors in the options of the Company are detailed in the
Remuneration Report on page 75. Conflicts of interests The Company has procedures in place to deal with conflicts of interests and believes that procedures are operated efficiently.






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##### Table of Contents

Other Statutory Information



Directors responsibility statement The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the Group financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS Regulation and have also chosen to prepare the Company financial statements under IFRSs as adopted by the EU. The financial statements are also prepared
in accordance with the IFRSs as issued by the International Accounting Standards Board. Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:  

properly select and apply accounting policies;  

present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;  

provide additional disclosures when compliance with the specific


requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entitys financial position and financial
performance; and  

make an assessment of the companys ability to continue as a going concern. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Companys transactions and disclose with reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on
the Companys website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the persons who is a director at the date of the approval of this report confirms that:  

so far as the director is aware, there is no relevant audit information of which the Companys auditors are unaware;




the director has taken all the steps that they ought to have taken as a director to make themselves aware of the relevant audit information and to establish that
the Companys auditors are aware of that information;  

the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial
position and profit of CSR and the undertakings included in the consolidation taken as a whole;  

the report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the
consolidation taken as a whole together with a description of the principal risks and uncertainties that they face. The directors,
having prepared the Financial Statements, have permitted the auditors to take whatever steps they consider appropriate for the purpose of enabling them to give their audit opinion. Directors interests in shares The directors in office at 28 December 2012 and their
families had the interests in the shares of the Company shown in the table below. The holdings shown below do not include the ordinary shares held by
the CSR Employee Benefit Trust in which the executive directors are potential beneficiaries as disclosed earlier.




|                                                                                                   |  |                  |         |  |                  |  |        |                 |  |  |         |  |  |  |        | 
|-------------------------------------------------------------------------------------------------- |  | ---------------- | ------- |  | ---------------- |  | ------ | --------------- |  |  | ------- |  |  |  | ------ | 
|Directors interests in shares                                                                     |  | 28 December 2012 |         |  | 30 December 2011 | 
|                                                                                                   |  | Ordinary shares  |         |  | ADSs1            |  |        | Ordinary shares |  |  | ADSs1   | 
|Andrew Allner                                                                                      |  |                  | 5,700   |  |                  |  |        |                 |  |  | 5,700   |  |  |  |        | 
|Teresa Vega                                                                                        |  |                  |         |  |                  |  | 750    |                 |  |  |         |  |  |  | 750    | 
|Joep van Beurden                                                                                   |  |                  | 217,234 |  |                  |  |        |                 |  |  | 149,000 |  |  |  |        | 
|Anthony Carlisle                                                                                   |  |                  | 4,000   |  |                  |  |        |                 |  |  | 4,000   |  |  |  |        | 
|Chris Stone2                                                                                       |  |                  |        |  |                  |  |        |                 |  |  |        |  |  |  |        | 
|Will Gardiner                                                                                      |  |                  | 180,506 |  |                  |  |        |                 |  |  | 152,409 |  |  |  |        | 
|Sergio Giacoletto-Roggio                                                                           |  |                  | 5,000   |  |                  |  |        |                 |  |  | 5,000   |  |  |  |        | 
|Chris Ladas                                                                                        |  |                  | 86,234  |  |                  |  |        |                 |  |  | 86,234  |  |  |  |        | 
|Ron Mackintosh                                                                                     |  |                  | 112,115 |  |                  |  |        |                 |  |  | 129,000 |  |  |  |        | 
|Levy Gerzberg                                                                                      |  |                  |         |  |                  |  | 13,510 |                 |  |  |         |  |  |  | 30,411 | 
|1  Each ADS represents four ordinary shares in CSR plc. 2  Mr Stone was appointed on 16 July 2012. |  |                  |         |  |                  |  |        |                 |  |  |         |  | 



On 15 March 2013 share awards granted pursuant to the rules of the CSR Share Award Plan vested to each of the
executive directors named in the table below.


Subsequent to the vesting, on 19 March 2013, the directors respectively sold ordinary shares in the Company as summarised in the table. Separately, on 18 March


2013, Mr. van Beurden sold 45,000 ordinary shares. The holdings of each of the directors following the disposals are stated in the table below.






|                                                          |  |                         |         |  |                     |  |         |                                               |  |  |         | 
|--------------------------------------------------------- |  | ----------------------- | ------- |  | ------------------- |  | ------- | --------------------------------------------- |  |  | ------- | 
|Executive directors interests in shares at 20 March 2013 |  | Ordinary sharesacquired |         |  | Ordinary sharessold |  |         | Number of ordinaryshares held at20 March 2013 | 
|Joep van Beurden                                          |  |                         | 163,766 |  |                     |  | 208,766 |                                               |  |  | 172,234 | 
|Will Gardiner                                             |  |                         | 123,480 |  |                     |  | 123,480 |                                               |  |  | 180,506 | 
|Chris Ladas                                               |  |                         | 43,909  |  |                     |  | 43,909  |                                               |  |  | 86,234  | 



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##### Table of Contents

Other Statutory Information

continued



Over the period 1 March to 4 March 2013, Dr. Gerzberg, a non-executive director of the Company,
exercised a total of 169,344 options to acquire CSR American Depositary Shares (ADSs). The options exercised by Dr. Gerzberg were granted under the Zoran Corporation 2005 Equity Incentive Plan and remained


outstanding following the merger between CSR and Zoran Corporation which completed in August 2011. Following the exercises, Dr. Gerzberg sold the CSR ADSs which he received and therefore his
shareholding in the Company remains unchanged at 13,510 ADSs, as shown in the table on page 79.


Substantial shareholdings As at 20 March 2013, the Company had received the notifications shown in the table below of substantial interests (3% or more) in the total voting rights of the Company, as disclosed to the Company under the
Disclosure and Transparency Rules.






|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                   |  |                                    |       | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  | ---------------------------------- | ----- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Disclosed holding |  | % of issued Ordinary share capital |      
|Schroders plc and its subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 23,937,794        |  |                                    | 14.12 | 
|Majedie Asset Management Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 10,708,381        |  |                                    | 6.32  | 
|Samsung Electronics Europe Holding Coöperatief U.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 9,925,000         |  |                                    | 5.85  | 
|Norges Bank                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | 9,146,698         |  |                                    | 5.39  | 
|BlackRock, Inc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 8,321,428         |  |                                    | 4.91  | 
|Dimensional Fund Advisers LP1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 8,017,922         |  |                                    | 4.73  | 
|Clients of Aberforth Partners LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 7,955,279         |  |                                    | 4.69  | 
|Ameriprise Financial Services Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 7,586,315         |  |                                    | 4.47  | 
|Amici Capital, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 6,511,216         |  |                                    | 3.84  | 
|UBS AG London Branch                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 5,773,930         |  |                                    | 3.41  | 
|1.Dimensional Fund Advisors LP (Dimensional) is an
investment advisor registered under Section 203 of the Investment Advisors Act of 1940. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate accounts and certain of its affiliates serve as investment advisors to investment companies or investment trusts and separate accounts (these investment companies, trusts and accounts being the
Funds). Dimensional or its referenced affiliates possesses voting and/or investment power over the shares held by the Funds and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all
securities reported in this letter are owned by the Funds. Dimensional and its affiliates disclaim beneficial ownership of such securities. | 

Going concern The financial statements have been prepared on the going concern basis. The directors have considered future cash forecasts and revenue projections, based on prudent market data, in their consideration of going
concern. The issues surrounding going concern are discussed regularly by the Board and were evaluated as part of the Groups budget for the next financial year and the Groups longer term plans. Note 36 includes the Groups objectives, policies and processes for managing its capital; its financial risk management objectives; details of the financial
instruments and hedging activities; and its exposure to credit risk. Management is currently of the opinion that the Group has adequate financial resources and a robust policy towards treasury risk and cash flow management. The Group has $333.3
million of cash and cash equivalents, including treasury deposits and investments, as at 28 December 2012 and no debt liabilities. In 2012,
management performed a working capital report for the Group in


anticipation of the disposal of the handset connectivity and location development operations. This exercise did not identify any liquidity issues. The directors believe that the Group is adequately placed to manage its business risks successfully despite the current uncertain economic outlook and challenging
macro economic conditions. After considering the above factors, the directors have a reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Payment of creditors The Group agrees payment terms with its suppliers when it enters into binding
purchase contracts to ensure that suppliers are made aware of terms of payment. The Company abides by these terms of payment. At 28 December 2012 the Company had no external creditors whilst the Group reported 44 creditor days. At


30 December 2011 the Company and Group had creditor days of 46 and 48 respectively. Donations The Company and employees support a number of charities for a variety of causes. For the
period ended 28 December 2012, the Company made charitable donations totalling $105,282 (2011: $102,305) to charities local to the Groups operations. The Company did not make any political donations during the year. Auditors Deloitte LLP are the Companys
auditors and have expressed their willingness to continue in the office of auditors and therefore, in accordance with Section 489 of the Companies Act 2006, a resolution for their re-appointment will be proposed at the forthcoming Annual
General Meeting. By Order of the Board  Brett Gladden, Company Secretary 20 February 20131






|1 | Certain share and share capital information has been updated within this report to 20 March 2013 to reflect changes, arising between signing and the latest practicable date prior
to publication.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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2012 |  | 



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##### Table of Contents

Financial statements



Report of Independent Registered Public
Accounting Firm



To the Board of Directors and Shareholders of CSR plc

We have audited the internal control over financial reporting of CSR plc and subsidiaries (the Company) as of 28 December 2012, based on
criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing
similar functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the
risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 28 December, 2012, based on the criteria established in Internal Control  Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the consolidated financial statements at and for the 52 week period ended 28 December 2012 of the Company and our report dated 20 February 2013 expressed an unqualified opinion on those
financial statements.



/s/ Deloitte LLP

London, United Kingdom

20 February 2013



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Financial statements



|                                                                    |  |                                                     
|------------------------------------------------------------------- |  | ----------------------------------------------------
|Financial and other information  consolidated financial statements
|83                                                                  |  | Consolidated income statement                       
|84                                                                  |  | Consolidated statement of comprehensive income      
|85                                                                  |  | Consolidated balance sheet                          
|86                                                                  |  | Consolidated statement of changes in equity         
|88                                                                  |  | Consolidated cash flow statement                    
|89                                                                  |  | Notes to the consolidated financial statements      
|                                                                   
|Directors report  other information                               
|131                                                                 |  | Five year summary                                   
|132                                                                 |  | Directors report  corporate and share information  
|148                                                                 |  | CSRs worldwide offices                             
|152                                                                 |  | Cautionary note regarding forward looking statements
|153                                                                 |  | Additional information                              



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2012 |  | 



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##### Table of Contents

Financial statements



Consolidated income statement



|                                                                                |  |       |     |  |                                     |  |           |                                     |  |  |                                     |   |  |  |          |  
|------------------------------------------------------------------------------- |  | ----- | --- |  | ----------------------------------- |  | --------- | ----------------------------------- |  |  | ----------------------------------- | - |  |  | -------- | -
|                                                                                |  | Notes |     |  | 52 weeks ended28 December 2012$000 |  |           | 52 weeks ended30 December 2011$000 |  |  | 52 weeks ended31 December 2010$000 |  
|Revenue                                                                         |  |       | 5,6 |  |                                     |  | 1,025,356 |                                     |  |  | 845,190                             |   |  |  | 800,608  |  
|Amortisation of acquired intangible assets                                      |  |       |     |  |                                     |  | (11,342   | )                                   |  |  | (8,224                              | ) |  |  | (5,663   | )
|Fair value adjustment to inventory                                              |  |       |     |  |                                     |  |          |                                     |  |  | (28,187                             | ) |  |  |         |  
|Other cost of sales                                                             |  |       |     |  |                                     |  | (504,937  | )                                   |  |  | (424,044                            | ) |  |  | (418,367 | )
|Total cost of sales                                                             |  |       |     |  |                                     |  | (516,279  | )                                   |  |  | (460,455                            | ) |  |  | (424,030 | )
|Gross profit                                                                    |  |       |     |  |                                     |  | 509,077   |                                     |  |  | 384,735                             |   |  |  | 376,578  |  
|Research and development (R&D) expenses:                                      |  |       |     |  |                                     |  |           |                                     |  |  |                                     |   |  |  |          |  
|Other research and development expenses                                         |  |       |     |  |                                     |  | (272,328  | )                                   |  |  | (228,573                            | ) |  |  | (189,187 | )
|Share-based payment charges                                                     |  |       |     |  |                                     |  | (14,894   | )                                   |  |  | (7,665                              | ) |  |  | (5,760   | )
|Amortisation of acquired intangible assets                                      |  |       |     |  |                                     |  | (3,124    | )                                   |  |  | (5,525                              | ) |  |  | (4,980   | )
|Total research and development expenses                                         |  |       |     |  |                                     |  | (290,346  | )                                   |  |  | (241,763                            | ) |  |  | (199,927 | )
|Sales, general and administrative expenses
(SG&A):                            |  |       |     |  |                                     |  |           |                                     |  |  |                                     |   |  |  |          |  
|Other sales, general and administrative expenses                                |  |       |     |  |                                     |  | (174,062  | )                                   |  |  | (143,367                            | ) |  |  | (114,078 | )
|Share-based payment charges                                                     |  |       |     |  |                                     |  | (12,859   | )                                   |  |  | (6,465                              | ) |  |  | (4,062   | )
|Amortisation of acquired intangible assets                                      |  |       |     |  |                                     |  | (8,266    | )                                   |  |  | (4,932                              | ) |  |  | (3,494   | )
|Integration and restructuring expenses                                          |  |       | 33  |  |                                     |  | (27,523   | )                                   |  |  | (33,721                             | ) |  |  | (1,085   | )
|Acquisition or disposal related fees                                            |  |       |     |  |                                     |  |          |                                     |  |  | (13,004                             | ) |  |  | (397     | )
|Litigation and patent settlements charges                                       |  |       |     |  |                                     |  | (15,500   | )                                   |  |  | (6,000                              | ) |  |  | (59,788  | )
|Litigation settlement income                                                    |  |       |     |  |                                     |  |          |                                     |  |  | 14,532                              |   |  |  |         |  
|De-recognition of contingent consideration                                      |  |       |     |  |                                     |  |          |                                     |  |  | 1,620                               |   |  |  |         |  
|Other operating income                                                          |  |       |     |  |                                     |  | 214       |                                     |  |  |                                    |   |  |  |         |  
|Total sales, general and administrative expenses                                |  |       |     |  |                                     |  | (237,996  | )                                   |  |  | (191,337                            | ) |  |  | (182,904 | )
|Gain on disposal of development operations in
handset connectivity and location |  |       | 38  |  |                                     |  | 127,178   |                                     |  |  |                                    |   |  |  |         |  
|Operating profit (loss)                                                         |  |       |     |  |                                     |  | 107,913   |                                     |  |  | (48,365                             | ) |  |  | (6,253   | )
|Investment income                                                               |  |       | 10  |  |                                     |  | 1,161     |                                     |  |  | 1,627                               |   |  |  | 812      |  
|Other gains and losses                                                          |  |       | 11  |  |                                     |  | 14        |                                     |  |  | 320                                 |   |  |  | 640      |  
|Exchange losses                                                                 |  |       |     |  |                                     |  | (395      | )                                   |  |  | (748                                | ) |  |  | (186     | )
|Finance costs                                                                   |  |       | 12  |  |                                     |  | (6,711    | )                                   |  |  | (4,298                              | ) |  |  | (718     | )
|Profit (loss) before tax                                                        |  |       |     |  |                                     |  | 101,982   |                                     |  |  | (51,464                             | ) |  |  | (5,705   | )
|Tax                                                                             |  |       | 14  |  |                                     |  | (50,749   | )                                   |  |  | 85,330                              |   |  |  | 22,331   |  
|Profit for the period                                                           |  |       | 7   |  |                                     |  | 51,233    |                                     |  |  | 33,866                              |   |  |  | 16,626   |  
|Earnings per share                                                              |  |       |     |  |                                     |  |           |                                     |  |  |                                     |   |  |  |          |  
|                                                                                |  |       |     |  |                                     |  | $         |                                     |  |  | $                                   |   |  |  | $        |  
|Basic                                                                           |  |       | 15  |  |                                     |  | 0.26      |                                     |  |  | 0.19                                |   |  |  | 0.09     |  
|Diluted                                                                         |  |       | 15  |  |                                     |  | 0.25      |                                     |  |  | 0.19                                |   |  |  | 0.09     |  

The results are all derived from continuing operations. The profit for the period and the profit for the prior periods are wholly
attributable to equity holders of the parent company, CSR plc.



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---

##### Table of Contents

Financial statements

continued

Consolidated statement of comprehensive income



|                                                                 |  |       |    |  |                                     |  |        |                                     |  |  |                                     |   |  |  |        |  
|---------------------------------------------------------------- |  | ----- | -- |  | ----------------------------------- |  | ------ | ----------------------------------- |  |  | ----------------------------------- | - |  |  | ------ | -
|                                                                 |  | Notes |    |  | 52 weeks ended28 December 2012$000 |  |        | 52 weeks ended30 December 2011$000 |  |  | 52 weeks ended31 December 2010$000 |  
|Profit for the period                                            |  |       |    |  |                                     |  | 51,233 |                                     |  |  | 33,866                              |   |  |  | 16,626 |  
|Other comprehensive income                                       |  |       |    |  |                                     |  |        |                                     |  |  |                                     |   |  |  |        |  
|Gain (loss) on cash flow hedges                                  |  |       | 29 |  |                                     |  | 4,935  |                                     |  |  | 1,661                               |   |  |  | (3,108 | )
|Net tax on cash flow hedges in statement of comprehensive income |  |       | 29 |  |                                     |  | (1,210 | )                                   |  |  | (427                                | ) |  |  | 870    |  
|Transferred to income statement in respect of cash flow hedges   |  |       | 29 |  |                                     |  | (1,040 | )                                   |  |  | (4,184                              | ) |  |  | 726    |  
|Tax on items transferred from statement of comprehensive income  |  |       | 29 |  |                                     |  | 253    |                                     |  |  | 1,080                               |   |  |  | (199   | )
|Actuarial losses in defined benefit plans                        |  |       | 35 |  |                                     |  | (919   | )                                   |  |  | (435                                | ) |  |  |       |  
|Pension scheme assets above the threshold                        |  |       | 35 |  |                                     |  | (656   | )                                   |  |  |                                    |   |  |  |       |  
|Total comprehensive income for the period                        |  |       |    |  |                                     |  | 52,596 |                                     |  |  | 31,561                              |   |  |  | 14,915 |  

The total comprehensive income for all periods is wholly attributable to equity holders of the parent company, CSR plc.



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



---

##### Table of Contents

Financial statements



Consolidated balance sheet



|                                       |  |       |    |  |                       |  |           |                       |  |  |           |  
|-------------------------------------- |  | ----- | -- |  | --------------------- |  | --------- | --------------------- |  |  | --------- | -
|                                       |  | Notes |    |  | 28 December 2012$000 |  |           | 30 December 2011$000 | 
|Non-current assets                     |  |       |    |  |                       |  |           |                       |  |  |           |  
|Goodwill                               |  |       | 16 |  |                       |  | 181,877   |                       |  |  | 332,749   |  
|Other intangible assets                |  |       | 17 |  |                       |  | 120,673   |                       |  |  | 127,747   |  
|Property, plant and equipment          |  |       | 18 |  |                       |  | 26,349    |                       |  |  | 34,520    |  
|Investments                            |  |       | 19 |  |                       |  | 3,719     |                       |  |  | 3,610     |  
|Deferred tax asset                     |  |       | 24 |  |                       |  | 89,193    |                       |  |  | 118,442   |  
|Long term asset                        |  |       | 20 |  |                       |  | 31,000    |                       |  |  |          |  
|                                       |  |       |    |  |                       |  | 452,811   |                       |  |  | 617,068   |  
|Current assets                         |  |       |    |  |                       |  |           |                       |  |  |           |  
|Inventories                            |  |       | 21 |  |                       |  | 87,850    |                       |  |  | 120,347   |  
|Derivative financial instruments       |  |       | 23 |  |                       |  | 2,702     |                       |  |  | 148       |  
|Trade and other receivables            |  |       | 22 |  |                       |  | 117,706   |                       |  |  | 123,797   |  
|Corporation tax debtor                 |  |       |    |  |                       |  | 6,379     |                       |  |  | 11,808    |  
|Treasury deposits and investments      |  |       | 22 |  |                       |  | 18,491    |                       |  |  | 65,938    |  
|Cash and cash equivalents              |  |       | 22 |  |                       |  | 314,760   |                       |  |  | 211,907   |  
|                                       |  |       |    |  |                       |  | 547,888   |                       |  |  | 533,945   |  
|Total assets                           |  |       |    |  |                       |  | 1,000,699 |                       |  |  | 1,151,013 |  
|Current liabilities                    |  |       |    |  |                       |  |           |                       |  |  |           |  
|Trade and other payables               |  |       | 26 |  |                       |  | 227,777   |                       |  |  | 180,621   |  
|Current tax liabilities                |  |       |    |  |                       |  | 14,509    |                       |  |  | 9,613     |  
|Obligations under finance leases       |  |       | 25 |  |                       |  | 1,393     |                       |  |  | 16        |  
|Derivative financial instruments       |  |       | 23 |  |                       |  |          |                       |  |  | 1,585     |  
|Provisions                             |  |       | 27 |  |                       |  | 16,742    |                       |  |  | 29,495    |  
|                                       |  |       |    |  |                       |  | 260,421   |                       |  |  | 221,330   |  
|Net current assets                     |  |       |    |  |                       |  | 287,467   |                       |  |  | 312,615   |  
|Non-current liabilities                |  |       |    |  |                       |  |           |                       |  |  |           |  
|Trade and other payables               |  |       | 26 |  |                       |  | 35,846    |                       |  |  | 49,590    |  
|Deferred tax liability                 |  |       | 24 |  |                       |  | 4,891     |                       |  |  |          |  
|Long-term provisions                   |  |       | 27 |  |                       |  | 4,395     |                       |  |  | 1,926     |  
|Obligations under finance leases       |  |       | 25 |  |                       |  | 170       |                       |  |  | 143       |  
|Defined benefit pension scheme deficit |  |       | 35 |  |                       |  | 42        |                       |  |  | 117       |  
|                                       |  |       |    |  |                       |  | 45,344    |                       |  |  | 51,776    |  
|Total liabilities                      |  |       |    |  |                       |  | 305,765   |                       |  |  | 273,106   |  
|Net assets                             |  |       |    |  |                       |  | 694,934   |                       |  |  | 877,907   |  
|Equity                                 |  |       |    |  |                       |  |           |                       |  |  |           |  
|Share capital                          |  |       | 28 |  |                       |  | 317       |                       |  |  | 372       |  
|Share premium account                  |  |       | 29 |  |                       |  | 523,654   |                       |  |  | 473,462   |  
|Capital redemption reserve             |  |       | 29 |  |                       |  | 1,029     |                       |  |  | 950       |  
|Merger reserve                         |  |       | 29 |  |                       |  | 61,574    |                       |  |  | 61,574    |  
|Employee benefit trust reserve         |  |       | 29 |  |                       |  | (19,163   | )                     |  |  | (33,971   | )
|Hedging reserve                        |  |       | 29 |  |                       |  | 2,495     |                       |  |  | (1,400    | )
|Share-based payment reserve            |  |       | 29 |  |                       |  | 112,677   |                       |  |  | 88,197    |  
|Tax reserve                            |  |       | 29 |  |                       |  | 41,630    |                       |  |  | 41,583    |  
|Treasury shares                        |  |       | 29 |  |                       |  | (86,929   | )                     |  |  | (84,660   | )
|Retained earnings                      |  |       | 29 |  |                       |  | 57,650    |                       |  |  | 331,800   |  
|Total equity                           |  |       |    |  |                       |  | 694,934   |                       |  |  | 877,907   |  

The consolidated financial statements of CSR plc were approved by the Board of directors and authorised for issue on
20 February 2013.

They were signed on its behalf by:

Will Gardiner
                                         
                                         
      Ron Mackintosh



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|----------- |  | -- |  |  | -- | 
|www.csr.com |  | 84 |  |  | 85 | 



---

##### Table of Contents

Financial statements

continued

Consolidated statement of changes in equity



|                                                                  |  |                            |     |   |                          |  |         |                               |  |  |                    |  |  |                                  |        |  |                     |  |         |                                 |  |  |                 |   |  |                     |         |  |                       |  |        |            |  |  |         |   |  |  |          |   |  |  |          |  
|----------------------------------------------------------------- |  | -------------------------- | --- | - | ------------------------ |  | ------- | ----------------------------- |  |  | ------------------ |  |  | -------------------------------- | ------ |  | ------------------- |  | ------- | ------------------------------- |  |  | --------------- | - |  | ------------------- | ------- |  | --------------------- |  | ------ | ---------- |  |  | ------- | - |  |  | -------- | - |  |  | -------- | -
|                                                                  |  | Called-upsharecapital$000 |     |   | Sharepremiumaccount$000 |  |         | Capitalredemptionreserve$000 |  |  | Mergerreserve$000 |  |  | EmployeeBenefitTrustreserve$000 |        |  | Hedgingreserve$000 |  |         | Share -basedpaymentreserve$000 |  |  | Taxreserve$000 |   |  | Treasuryshares$000 |         |  | Retainedearnings$000 |  |        | Total$000 | 
|At 31 December 2011                                               |  |                            | 372 |   |                          |  | 473,462 |                               |  |  | 950                |  |  |                                  | 61,574 |  |                     |  | (33,971 | )                               |  |  | (1,400          | ) |  |                     | 88,197  |  |                       |  | 41,583 |            |  |  | (84,660 | ) |  |  | 331,800  |   |  |  | 877,907  |  
|Profit for the period                                             |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  |       |            |  |  |        |   |  |  | 51,233   |   |  |  | 51,233   |  
|Other comprehensive income for the period                         |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  | 3,895           |   |  |                     |        |  |                       |  | (957   | )          |  |  |        |   |  |  | (1,575   | ) |  |  | 1,363    |  
|Total comprehensive income for the period                         |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  | 3,895           |   |  |                     |        |  |                       |  | (957   | )          |  |  |        |   |  |  | 49,658   |   |  |  | 52,596   |  
|Share issues (net of share issue costs)                           |  |                            | 24  |   |                          |  | 48,642  |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  |       |            |  |  |        |   |  |  |         |   |  |  | 48,666   |  
|Repurchase and cancellation of ordinary shares under tender offer |  |                            | (79 | ) |                          |  |        |                               |  |  | 79                 |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  |       |            |  |  |        |   |  |  | (284,278 | ) |  |  | (284,278 | )
|Share issue costs                                                 |  |                            |    |   |                          |  | 1,550   |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  |       |            |  |  |        |   |  |  | (1,839   | ) |  |  | (289     | )
|Shares issued from Employee Benefit Trust Reserve                 |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  | 14,808  |                                 |  |  |                |   |  |                     |        |  |                       |  |       |            |  |  |        |   |  |  | (13,158  | ) |  |  | 1,650    |  
|Credit to equity for equity-settled share-based payments          |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     | 24,480  |  |                       |  |       |            |  |  |        |   |  |  |         |   |  |  | 24,480   |  
|Shares issued from Treasury                                       |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  |       |            |  |  | 7,203   |   |  |  | (3,268   | ) |  |  | 3,935    |  
|Purchase of Treasury Shares                                       |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  |       |            |  |  | (9,472  | ) |  |  |         |   |  |  | (9,472   | )
|Effective rate adjustment                                         |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  | (5     | )          |  |  |        |   |  |  |         |   |  |  | (5       | )
|Credit to equity on recognition of losses                         |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  | 436    |            |  |  |        |   |  |  |         |   |  |  | 436      |  
|Deferred tax on share-based payment transactions                  |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  | 573    |            |  |  |        |   |  |  |         |   |  |  | 573      |  
|Equity dividends issued to shareholders                           |  |                            |    |   |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                 |  |  |                |   |  |                     |        |  |                       |  |       |            |  |  |        |   |  |  | (21,265  | ) |  |  | (21,265  | )
|At 28 December 2012                                               |  |                            | 317 |   |                          |  | 523,654 |                               |  |  | 1,029              |  |  |                                  | 61,574 |  |                     |  | (19,163 | )                               |  |  | 2,495           |   |  |                     | 112,677 |  |                       |  | 41,630 |            |  |  | (86,929 | ) |  |  | 57,650   |   |  |  | 694,934  |  



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



---

##### Table of Contents

Consolidated statement of changes in equity



Financial statements



|                                                                                           |  |                            |     |  |                          |  |         |                               |  |  |                    |  |  |                                  |        |  |                     |  |         |                                  |  |  |                 |   |  |                     |        |  |                       |  |        |            |  |  |         |   |  |  |         |   |  |  |         |  
|------------------------------------------------------------------------------------------ |  | -------------------------- | --- |  | ------------------------ |  | ------- | ----------------------------- |  |  | ------------------ |  |  | -------------------------------- | ------ |  | ------------------- |  | ------- | -------------------------------- |  |  | --------------- | - |  | ------------------- | ------ |  | --------------------- |  | ------ | ---------- |  |  | ------- | - |  |  | ------- | - |  |  | ------- | -
|                                                                                           |  | Called-upsharecapital$000 |     |  | Sharepremiumaccount$000 |  |         | Capitalredemptionreserve$000 |  |  | Mergerreserve$000 |  |  | EmployeeBenefitTrustreserve$000 |        |  | Hedgingreserve$000 |  |         | Share basedpaymentreserve $000 |  |  | Taxreserve$000 |   |  | Treasuryshares$000 |        |  | Retainedearnings$000 |  |        | Total$000 | 
|At 1 January 2011                                                                          |  |                            | 322 |  |                          |  | 368,615 |                               |  |  | 950                |  |  |                                  | 61,574 |  |                     |  | (39,064 | )                                |  |  | 1,123           |   |  |                     | 58,038 |  |                       |  | 41,641 |            |  |  | (37,487 | ) |  |  | 318,852 |   |  |  | 774,564 |  
|Profit for the period                                                                      |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  |       |            |  |  |        |   |  |  | 33,866  |   |  |  | 33,866  |  
|Other comprehensive income for the period                                                  |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  | (2,523          | ) |  |                     |       |  |                       |  | 653    |            |  |  |        |   |  |  | (435    | ) |  |  | (2,305  | )
|Total comprehensive income for the period                                                  |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  | (2,523          | ) |  |                     |       |  |                       |  | 653    |            |  |  |        |   |  |  | 33,431  |   |  |  | 31,561  |  
|Share issues (net of share issue costs)                                                    |  |                            | 50  |  |                          |  | 104,847 |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  |       |            |  |  |        |   |  |  |        |   |  |  | 104,897 |  
|Shares issued from Employee Benefit Trust Reserve                                          |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  | 5,093   |                                  |  |  |                |   |  |                     |       |  |                       |  |       |            |  |  |        |   |  |  | (4,134  | ) |  |  | 959     |  
|Credit to equity for equity-settled share-based payments                                   |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     | 13,583 |  |                       |  |       |            |  |  |        |   |  |  |        |   |  |  | 13,583  |  
|Credit to equity for equity-settled share-based payments on
acquisition                    |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     | 16,576 |  |                       |  |       |            |  |  |        |   |  |  |        |   |  |  | 16,576  |  
|Purchase of Treasury Shares                                                                |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  |       |            |  |  | (47,173 | ) |  |  |        |   |  |  | (47,173 | )
|Effective rate adjustment                                                                  |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  | (66    | )          |  |  |        |   |  |  |        |   |  |  | (66     | )
|Deferred tax on share-based payment transactions                                           |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  | (645   | )          |  |  |        |   |  |  |        |   |  |  | (645    | )
|Current tax benefit taken directly to equity on share option gains                         |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  | (162   | )          |  |  |        |   |  |  |        |   |  |  | (162    | )
|Credit to equity on recognition of losses                                                  |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  | 162    |            |  |  |        |   |  |  |        |   |  |  | 162     |  
|Equity dividends issued to shareholders                                                    |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  |       |            |  |  |        |   |  |  | (16,349 | ) |  |  | (16,349 | )
|At 30 December 2011                                                                        |  |                            | 372 |  |                          |  | 473,462 |                               |  |  | 950                |  |  |                                  | 61,574 |  |                     |  | (33,971 | )                                |  |  | (1,400          | ) |  |                     | 88,197 |  |                       |  | 41,583 |            |  |  | (84,660 | ) |  |  | 331,800 |   |  |  | 877,907 |  
|At 2 January 2010                                                                          |  |                            | 318 |  |                          |  | 363,032 |                               |  |  | 950                |  |  |                                  | 61,574 |  |                     |  | (40,224 | )                                |  |  | 3,505           |   |  |                     | 48,446 |  |                       |  | 33,433 |            |  |  | -       |   |  |  | 303,077 |   |  |  | 774,111 |  
|Profit for the period                                                                      |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  |       |            |  |  |        |   |  |  | 16,626  |   |  |  | 16,626  |  
|Other comprehensive income for the period                                                  |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  | (2,382          | ) |  |                     |       |  |                       |  | 671    |            |  |  |        |   |  |  |        |   |  |  | (1,711  | )
|Total comprehensive income for the period                                                  |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  | (2,382          | ) |  |                     |       |  |                       |  | 671    |            |  |  |        |   |  |  | 16,626  |   |  |  | 14,915  |  
|Share issues (net of share issue costs)                                                    |  |                            | 4   |  |                          |  | 5,583   |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  |       |            |  |  |        |   |  |  |        |   |  |  | 5,587   |  
|Shares issued from Employee Benefit Trust Reserve                                          |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  | 1,160   |                                  |  |  |                |   |  |                     |       |  |                       |  |       |            |  |  |        |   |  |  | (851    | ) |  |  | 309     |  
|Credit to equity for equity-settled share-based payments                                   |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     | 9,592  |  |                       |  |       |            |  |  |        |   |  |  |        |   |  |  | 9,592   |  
|Purchase of Treasury Shares                                                                |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  |       |            |  |  | (37,487 | ) |  |  |        |   |  |  | (37,487 | )
|Effective rate adjustment                                                                  |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  | (12    | )          |  |  |        |   |  |  |        |   |  |  | (12     | )
|Current tax benefit relating to prior years taken directly to equity on share
option gains |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  | 7,367  |            |  |  |        |   |  |  |        |   |  |  | 7,367   |  
|Deferred tax on share-based payment transactions                                           |  |                            |    |  |                          |  |        |                               |  |  |                   |  |  |                                  |       |  |                     |  |        |                                  |  |  |                |   |  |                     |       |  |                       |  | 182    |            |  |  |        |   |  |  |        |   |  |  | 182     |  
|At 31 December 2010                                                                        |  |                            | 322 |  |                          |  | 368,615 |                               |  |  | 950                |  |  |                                  | 61,574 |  |                     |  | (39,064 | )                                |  |  | 1,123           |   |  |                     | 58,038 |  |                       |  | 41,641 |            |  |  | (37,487 | ) |  |  | 318,852 |   |  |  | 774,564 |  



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Financial statements

continued

Consolidated cash flow statement



|                                                                                     |  |       |    |  |                                     |  |          |                                     |  |  |                                     |   |  |  |          |  
|------------------------------------------------------------------------------------ |  | ----- | -- |  | ----------------------------------- |  | -------- | ----------------------------------- |  |  | ----------------------------------- | - |  |  | -------- | -
|                                                                                     |  | Notes |    |  | 52 weeks ended28 December 2012$000 |  |          | 52 weeks ended30 December 2011$000 |  |  | 52 weeks ended31 December 2010$000 |  
|Net cash from operating activities                                                   |  |       | 30 |  |                                     |  | 73,928   |                                     |  |  | 12,640                              |   |  |  | 77,907   |  
|Investing activities                                                                 |  |       |    |  |                                     |  |          |                                     |  |  |                                     |   |  |  |          |  
|Interest received                                                                    |  |       |    |  |                                     |  | 1,163    |                                     |  |  | 1,299                               |   |  |  | 790      |  
|Proceeds on disposal of property, plant and equipment                                |  |       |    |  |                                     |  | 73       |                                     |  |  |                                    |   |  |  |         |  
|Purchase of treasury deposits (including treasury deposits acquired with
subsidiary) |  |       |    |  |                                     |  | (111,629 | )                                   |  |  | (180,980                            | ) |  |  | (728,990 | )
|Sales of treasury deposits                                                           |  |       |    |  |                                     |  | 159,076  |                                     |  |  | 413,786                             |   |  |  | 703,560  |  
|Purchases of property, plant and equipment                                           |  |       |    |  |                                     |  | (12,019  | )                                   |  |  | (14,573                             | ) |  |  | (7,750   | )
|Purchases of intangible assets                                                       |  |       |    |  |                                     |  | (13,610  | )                                   |  |  | (4,245                              | ) |  |  | (6,771   | )
|Disposal of development operations                                                   |  |       | 38 |  |                                     |  | 271,323  |                                     |  |  |                                    |   |  |  |         |  
|Acquisition of UK based capabilities in DDFA                                         |  |       |    |  |                                     |  | (2,667   | )                                   |  |  |                                    |   |  |  |         |  
|Stamp duty                                                                           |  |       |    |  |                                     |  | 126      |                                     |  |  |                                    |   |  |  |         |  
|Acquisition of subsidiaries, net of cash acquired                                    |  |       | 39 |  |                                     |  |         |                                     |  |  | (123,862                            | ) |  |  | (1,902   | )
|Purchase of investment                                                               |  |       |    |  |                                     |  | (109     | )                                   |  |  | (2,610                              | ) |  |  | (1,000   | )
|Net cash from (used in) investing activities                                         |  |       |    |  |                                     |  | 291,727  |                                     |  |  | 88,815                              |   |  |  | (42,063  | )
|Financing activities                                                                 |  |       |    |  |                                     |  |          |                                     |  |  |                                     |   |  |  |          |  
|Repayments of obligations under finance leases                                       |  |       |    |  |                                     |  | (540     | )                                   |  |  |                                    |   |  |  | (318     | )
|Repayment of borrowings                                                              |  |       | 39 |  |                                     |  |         |                                     |  |  |                                    |   |  |  | (2,041   | )
|Purchase of treasury shares                                                          |  |       |    |  |                                     |  | (9,471   | )                                   |  |  | (47,511                             | ) |  |  | (37,487  | )
|Proceeds on issue of shares                                                          |  |       |    |  |                                     |  | 48,659   |                                     |  |  | 1,365                               |   |  |  | 5,661    |  
|Proceeds on issue of shares from the Employee Benefit Trust                          |  |       |    |  |                                     |  | 553      |                                     |  |  | 1,380                               |   |  |  | 225      |  
|Proceeds on issue of shares from Treasury                                            |  |       |    |  |                                     |  | 3,935    |                                     |  |  |                                    |   |  |  |         |  
|Repurchase of ordinary shares through tender offer                                   |  |       |    |  |                                     |  | (284,278 | )                                   |  |  |                                    |   |  |  |         |  
|Equity dividends paid to shareholders                                                |  |       |    |  |                                     |  | (21,265  | )                                   |  |  | (16,349                             | ) |  |  |         |  
|Net cash used in financing activities                                                |  |       |    |  |                                     |  | (262,407 | )                                   |  |  | (61,115                             | ) |  |  | (33,960  | )
|Net increase in cash and cash equivalents                                            |  |       |    |  |                                     |  | 103,248  |                                     |  |  | 40,340                              |   |  |  | 1,884    |  
|Cash and cash equivalents at beginning of period                                     |  |       |    |  |                                     |  | 211,907  |                                     |  |  | 172,315                             |   |  |  | 170,601  |  
|Effect of foreign exchange rate changes                                              |  |       |    |  |                                     |  | (395     | )                                   |  |  | (748                                | ) |  |  | (170     | )
|Cash and cash equivalents at end of period                                           |  |       |    |  |                                     |  | 314,760  |                                     |  |  | 211,907                             |   |  |  | 172,315  |  



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Financial statements



Notes to the consolidated financial
statements



1. General Information

CSR plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is Churchill House, Cambridge Business
Park, Cowley Road, Cambridge, CB4 0WZ, United Kingdom. CSR is a leading provider of multifunction connectivity, audio and location platforms.

These
financial statements are presented in US dollars because that is the currency of the primary economic environment in which the Group operates. Foreign operations are included in accordance with the policies set out in note 3.

Going concern

The financial statements have been
prepared on the going concern basis. The directors have considered future cash forecasts and revenue projections, based on prudent market data, in their consideration of going concern. The issues surrounding going concern are discussed regularly by
the Board and were evaluated as part of the Groups budget for the next financial year and the Groups longer term plans.

Note 36 includes the
Groups objectives, policies and processes for managing its capital; its financial risk management objectives; details of the financial instruments and hedging activities; and its exposure to credit risk. Management is currently of the opinion
that the Group has adequate financial resources and a robust policy towards treasury risk and cash flow management. The Group has $333.3 million of cash and cash equivalents, including treasury deposits and investments, as at 2012 and no debt
liabilities.

The directors believe that the Group is securely placed to manage its business risks successfully despite continuing uncertainties with the
economic outlook and challenging macro economic conditions.

After considering the above factors, the directors have a reasonable expectation that the
Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

2. Adoption of New and Revised Standards

Standards not affecting the reported results nor the financial position:

The following new and
revised Standards and Interpretations have been adopted in the current period. Their adoption has not had any significant impact on the amounts reported in these financial statements but may impact the accounting for future transactions and
arrangements.



|                 |  |                                                                                            
|---------------- |  | -------------------------------------------------------------------------------------------
|IFRS 7 (amended) |  | Amendments enhancing disclosures about transfers of financial assets                       
|IFRS 1 (amended) |  | Additional exemption for entities ceasing to suffer from severe hyperinflation             
|IFRS 1 (amended) |  | Replacement of fixed dates for certain exceptions with the date 
of transition to IFRSs

IAS 1 requires a third comparative to be included within the consolidated balance sheet along with notes in the instance that any
previously reported financial information is restated or represented. In the current year, the Group changed its segments in accordance with IFRS 8 and this triggers this requirement. However, management have concluded that the addition of the 2010
comparative information would not provide the user of the consolidated financial statements with any additional helpful information or enhance the overall clarity of the consolidated financial statements, given a full explanation of the impact of
IFRS 8.



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Financial statements

Notes to the consolidated financial statements continued



At the date of authorisation of these financial statements, the following Standards and Interpretations which have not yet been applied in these financial statements were in issue but not yet effective (and in some
cases, had not yet been adopted by the EU):



|                                 |  |                                                                   
|-------------------------------- |  | ------------------------------------------------------------------
|IFRS 1 (amended)                 |  | First-time Adoption of International Financial Reporting Standards
|IFRS 7 (amended)                 |  | Financial Instruments (Disclosures)                               
|IFRS 9                           |  | Financial Instruments                                             
|IFRS 10                          |  | Consolidated Financial Statements                                 
|IFRS 11                          |  | Joint Arrangements                                                
|IFRS 12                          |  | Disclosure of Interests in Other Entities                         
|IFRS 13                          |  | Fair Value Measurement                                            
|IAS 1 (amended)                  |  | Presentation of Financial Statements                              
|IAS 12 (amended)                 |  | Income Taxes                                                      
|IAS 16 (amended)                 |  | Property, Plant and Equipment                                     
|IAS 19 (amended)                 |  | Employee benefits                                                 
|IAS 27 (amended)                 |  | Separate Financial Statements                                     
|IAS 28 (amended)                 |  | Investments in Associates and Joint Ventures                      
|IAS 32 (amended)                 |  | Offsetting financial assets and liabilities                       
|IAS 34 (amended)                 |  | Interim Financial Reporting                                       
|Improvements to IFRSs (May 2012) |  |                                                                   

The adoption of both IFRS 9 and IFRS 13 will impact both the measurements and disclosures of Financial Instruments.

The directors anticipate that the adoption of the other Standards and Interpretations listed above in future periods will have no material impact on the financial
statements of the Group.

3. Accounting Policies

Basis of Accounting

The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU).

The
financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments. The principal accounting policies adopted are set out below. The financial statements cover the 52 week period from
31 December 2011 to 28 December 2012; the comparatives are presented for the 52 week period from 1 January 2011 to 30 December 2011 and income statement comparatives for the 52 week period from 2 January 2010 to
31 December 2010. The financial statements are reported on a 52 or 53 week basis to be consistent with the Groups internal reporting.

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of
CSR plc (the Company) and entities controlled by the Company (its subsidiaries, together the Group) drawn up to the dates indicated in the primary financial statements. Control is achieved where the Company has the power to govern the financial and
operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

Business Combinations

Acquisitions of subsidiaries and businesses are accounted for using the
acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for the
control of the acquiree. Acquisition-related costs are recognised in sales, general and administrative expenses as incurred for acquisitions that have occurred since the adoption of IFRS 3 (2008). Previous acquisitions have not been restated.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured
at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent
consideration classified as an asset or liability are accounted for in accordance with relevant IFRSs. Changes in the fair value of contingent consideration classified in equity are not recognised.

The acquirees identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 (2008) are recognised at
their fair value at the acquisition date, except that:



| |  | deferred tax assets and liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12
Income taxes and IAS 19 Employee Benefits respectively;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | liabilities or equity instruments related to the replacement by the Group of an acquirees share-based payment awards are measured in accordance with IFRS 2
Share-based Payment; and
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
are measured in accordance with that Standard.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If the initial accounting for a business combination is incomplete by the end of the
reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or
liabilities are recognised to reflect new information obtained about facts and circumstances that existed as at the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as
of the acquisition date  and is subject to a maximum of one year.

Where there are acquiree share-based payment awards that will be exchanged for
awards held by the Group, the fair value of the outstanding awards is allocated between consideration and post-combination service.

The Group recognises
a contingent liability on the consolidated balance sheet as of the acquisition date if there is a present obligation that arises from past events and its fair value can be measured reliably.

Goodwill

Goodwill arising in a business combination is recognised as an asset at the date that
control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the Groups previously held equity
interest (if any) in the entity over the net of the acquisition-date amounts of identifiable assets acquired and the liabilities assumed.

If, after
reassessment, the Groups interest in the fair value of the acquirees identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the
Groups previously held equity interest (if any), the excess is recognised in profit or loss as a bargain purchase gain.

For the purpose of
impairment testing, goodwill is allocated to each of the Groups cash-generating units expected to benefit from the combination. Cash-generating units to which goodwill has been allocated are tested annually or more frequently when there is an
indication that the unit may be impaired. To determine the recoverable amount of the cash-generating unit, the Group uses discounted projected cash flows based on approved budgets and projections covering a period up to five years and estimates
growth rates, terminal growth rates and discount rates specific to the economic environment within which the cash-generating unit is operating. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for
goodwill is not reversed in a subsequent period.

On disposal of part or whole of a CGU, the attributable amount is included in the determination of
profit or loss on disposal.

Revenue Recognition

Revenue is recognised when it is probable that economic benefits will flow to the Group and delivery has occurred or the service has been provided, the sales price is fixed or determinable, and collectability is
reasonably assured. These criteria are generally met at the time the product is shipped and delivered to the customer and, depending on the delivery conditions, title and risk have passed to the customer and acceptance of the product, when
contractually required, has been obtained, or, in cases where such acceptance is not contractually required, when management has established that all aforementioned conditions for revenue recognition have been met and no further post-shipment
obligations exist other than obligations under warranty. Examples of the above-mentioned delivery conditions are Free on Board point of delivery and Costs, Insurance Paid point of delivery, where the point of delivery may be
the shipping warehouse or any other point of destination as agreed in the contract with the customer and where title and risk in the goods pass to the customer.

Revenues are recorded net of sales taxes, customer discounts, rebates and similar charges. For products for which a right of return exists during a defined period, revenue recognition is determined based on the
historical pattern of actual returns, or in cases where such information is lacking, revenue recognition is postponed until the return period has lapsed. Return policies are typically based on customary return arrangements in local markets. Revenue
is shown net of estimated provision for credit notes and returns.

A provision for product warranty is made at the time of revenue recognition and
reflects the estimated costs of replacement and free of charge services that will be incurred by the Company with respect to the sold products.

Royalty
income, which is generally earned based upon a percentage of sales or a fixed amount per royalty earning product, is recognised upon shipment by the licencee as long as recovery is reasonably assured.

When a transaction requires the delivery of more than one product or service (multiple components), the revenue recognition criteria are applied to the separately
identifiable components. A component is considered to be separately identifiable if the product or service delivered has stand-alone value to that customer and the fair value associated with the product or service can be measured reliably. The
amount recognised as revenue for each component is the fair value of the element in relation to the fair value of the arrangement as a whole.

We
determine the fair value of our maintenance obligations with reference to substantive renewal rates within the agreement or objective evidence of fair value. In instances where we are unable to determine the fair value of our maintenance
obligations, revenue for the entire arrangement is recognised ratably over the term of the arrangement. We recognise maintenance and support revenue ratably over the term of the arrangement.



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Notes to the consolidated financial statements continued



Software license revenue is recognised fully upon delivery, where there is no obligation to provide ongoing technical support or software upgrades or enhancements. If technical support, software upgrades and
enhancements are sold with the software license, revenue will be recognised for each identified component based on the relative fair value of the delivered component for which consideration is received or receivable. With regards to technical
support, the revenue would be recognised ratably over the term of the arrangement.

Non-Recurring Engineering (NRE) revenue is recognised in line with
the stage of completion.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable.

Leasing

Leases are
classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets of the Group at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The
corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the
remaining balance of the liability. Finance charges are charged directly to the income statement.

Rentals payable under operating leases are charged to
the income statement on a straight-line basis over the term of the relevant lease.

Benefits received and receivable as an incentive to enter into an
operating lease are also spread on a straight line basis over the lease term.

Foreign Currencies

The functional currency of all entities in the Group is the US dollar and this is also the presentation currency for the consolidated financial statements.
Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was
determined. Gains and losses arising on retranslation are included in the net profit or loss for the period except for exchange differences on transactions entered into to hedge certain foreign currency risks (see policy on Hedge Accounting).

In order to hedge its exposure to certain foreign exchange risks, the Group enters into forward contracts (see Financial Instruments policy for details
of the Groups accounting policies in respect of such derivative financial instruments).

On consolidation, the assets and liabilities of the
Groups overseas operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period.

Government Grants

Government grants are not recognised until there is reasonable assurance the Group
will comply with the conditions attaching to them and that the grants will be received.

Government grants towards staff and marketing costs are
recognised as income over the periods necessary to match them with the related costs and are deducted in reporting the related expense.

Operating Result

Operating profit (loss) is stated
before investment income, exchange gains (losses), other gains and losses, finance costs and tax.

The income statement has been presented with certain
items split out as separate line items. Management believes that this presentation aids the understanding of the Groups financial performance and this presentation is used for internal performance evaluation. Items that have been split out on
the face of the income statement are the amortisation of acquired intangible assets, share-based payment charges under IFRS 2, charges associated with integration and restructuring, acquisition fees, charges relating to a fair value adjustment to
inventory, charges relating to patent settlements, the de-recognition of contingent consideration and litigation settlement income and charges.

Retirement Benefit Costs

The Group has both a defined contribution retirement scheme and a defined
benefit plan. The defined benefit plan represents severance payments required under Israeli law to employees who joined the Israeli subsidiary prior to 2007 who leave the Group involuntarily. These severance payments are funded by investment funds
held in the name of each employee, with the Company liable for meeting any shortfall. This meets the definition of a post employment defined benefit plan under IAS 19.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the period and contributions actually paid are shown as either
accruals or prepayments in the Balance Sheet.



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An asset or liability is recognised in the Consolidated Balance Sheet in relation to
the defined benefit scheme, as the present value of the defined benefit obligation, less the fair value of plan assets at the Balance Sheet date. The financing cost, service cost and expected returns on plan assets are recognised within the Income
statement in the period in which they arise.

Actuarial gains and losses are recognised in full in the consolidated statement of comprehensive income in
the period in which they arise.

Where the carrying amount of scheme assets exceed the present value of the future benefits that are expected to flow to
the scheme from those assets (the asset ceiling), the surplus is recognised in full in the consolidated statement of comprehensive income in the period in which this arises.

Taxation

The tax expense represents the sum of the current tax expense and the deferred tax expense
for the period.

The tax payable is based on taxable profit for the period. Taxable profit differs from net profit before tax as reported in the income
statement because it excludes items of income and expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Groups liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences, unused carried forward tax
losses and unused carried forward tax credits can be utilised. However, such assets and liabilities are not recognised if the temporary differences arise from:



| |  | the initial recognition of goodwill;
|- |  | ------------------------------------



| |  | the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit; or
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | investments in subsidiaries and associates, and interests in joint ventures, where the Group is able to control the reversal of the temporary difference and it
is probable that the temporary difference will not reverse in the foreseeable future.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The carrying amount of deferred tax assets is
reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when
it relates to items charged or credited in other comprehensive income or directly to equity, in which case deferred tax is also dealt with in other comprehensive income or equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Judgement is required when determining the
provision for taxes as the tax treatment of some transactions cannot be finally determined until a formal resolution has been reached with the tax authorities. Tax benefits are not recognised unless it is probable that the benefit will be obtained.
Tax provisions are made if it is probable that a liability will arise and the liability can be reliably measured. The Group reviews each significant tax liability or benefit to assess the appropriate accounting treatment.

Property, Plant and Equipment

Property, plant and
equipment are stated at cost less accumulated depreciation and any recognised impairment loss.

Depreciation is charged so as to write off the cost of
the assets, less estimated residual value, over their estimated useful lives, using the straight line method, on the following basis:



|                       |  |                                            
|---------------------- |  | -------------------------------------------
|Computer equipment     |  | 2 to 3 years                               
|Test equipment         |  | 2 to 5 years                               
|Office equipment       |  | 3 years                                    
|Furniture and fittings |  | 5 years                                    
|Leasehold improvements |  | Shorter useful life or minimum lease period

Residual values are the estimated amount that the Group would obtain from disposal of the asset, after deducting estimated costs of
disposal, if the asset were already of the age and in the condition expected at the end of its useful life, based on prices prevailing at the balance sheet date.

In general residual values are zero or negligible, due to the technical and specialised nature of assets held. Residual values are reviewed annually.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the relevant lease.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset
and is recognised in the income statement.



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Financial statements

Notes to the consolidated financial statements continued



Other Intangible Assets

Other intangible fixed assets are stated at cost or fair value for items
acquired in business combinations, net of amortisation and any provision for impairment. No amortisation is provided on assets in the course of construction. On other intangible fixed assets, amortisation is provided at rates calculated to write off
the cost or fair value, less estimated residual value, of each asset on a straight line basis over its expected useful life as follows:



|                                            |  |                                                       
|------------------------------------------- |  | ------------------------------------------------------
|Software licences and intellectual property |  | Licence term or 3 to 5 years where a perpetual licence
|Customer contracts and relationships        |  | 3 to 4 years                                          
|Purchased IPR&D                             |  | 4 to 10 years                                         
|Internally developed technology             |  | 3 years                                               
|Purchased developed technology              |  | 3 to 4 years                                          
|Trade names                                 |  | 2 to 5 years                                          

Residual values are the estimated amount that the Group would obtain from disposal of the asset, after deducting estimated costs of
disposal, if the asset were already of the age and in the condition expected at the end of its useful life, based on prices prevailing at the balance sheet date.

In general residual values are zero or negligible, due to the technical and specialised nature of assets held. Residual values are reviewed annually.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the relevant lease.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset
and is recognised in the income statement.

Assets in the course of construction are carried at cost net of any provision for impairment. Costs included
are those that directly relate to the construction or production of the asset. Amortisation of these assets commences when the assets are ready for their intended use.

Research and Development Expenditure

Expenditure on research activities is recognised as an expense
in the period in which it is incurred.

An internally generated intangible asset arising from the Groups product development is recognised only if
all of the following conditions are met:



| |  | an asset is created that can be identified (such as a new device or software);
|- |  | ------------------------------------------------------------------------------



| |  | the project from which the asset arises meets the Groups criteria for assessing technical feasibility;
|- |  | -------------------------------------------------------------------------------------------------------



| |  | it is probable that the asset created will generate future economic benefits; and
|- |  | ---------------------------------------------------------------------------------



| |  | the development cost of the asset can be measured reliably.
|- |  | -----------------------------------------------------------

Internally generated intangible assets are amortised on a straight line basis over their useful lives. Where no internally generated intangible asset can be recognised, development expenditure is recognised as an
expense in the period in which it is incurred.

Impairment of Tangible and Intangible Assets Excluding Goodwill

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an
indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present values using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash
flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. After the recognition of an impairment loss, any depreciation or amortisation charge for the asset
is adjusted for future periods to allocate the assets revised carrying value, less estimated residual value, on a systematic basis, over its remaining useful life.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but the reversal is limited so that the
increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income
immediately.



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Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, those overheads that have been incurred in bringing the inventories to their present
location and condition. Cost is calculated using the first-in-first-out (FIFO) method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and
distribution.

Financial Instruments

Financial assets and financial liabilities are recognised on the Groups balance sheet when the Group becomes a party to the contractual provisions of the
instrument.

Loans and Receivables

Trade
receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest
method, less any impairment or appropriate allowances for estimated irrecoverable amounts. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Treasury deposits and investments

Treasury deposits and investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require
delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, including transaction costs.

Treasury deposits and investments consist of money market deposits in USD, GBP and obligations of the United States government treasury with original maturities of
over ninety days. Interest income is recorded as it accrues over the period of the investment at rates fixed at the time of inception.

Cash and Cash Equivalents

Cash and cash equivalents
comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Financial Assets at FVTPL (Fair Value Through Profit and Loss)

Financial Assets are classified as FVTPL where the asset has been designated as FVTPL.

A financial asset may be
designated as FVTPL upon initial recognition if:



| |  | such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
|- |  | ------------------------------------------------------------------------------------------------------------------------------



| |  | the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance evaluated on a fair value
basis, in accordance with the Groups documented risk management or investment strategy, and information about the Group is provided internally on that basis; or
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire
combined contract (asset or liability) to be designated FVTPL.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financial assets at FVTPL are stated at fair value, with any resultant
gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the other gains and losses line in the income statement.
Fair value is determined in the manner described in note 36.

Available for sale financial assets

The Group has investments in unlisted shares that are not traded in an active market but are classified as AFS financial assets and stated at fair value (because
the directors consider that fair value can be reliably measured). Fair value is determined in the manner described in note 36. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the
investments revaluation reserve with the exception of impairment losses, which are recognised directly in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the
investments revaluation reserve is reclassified into profit or loss.

Derecognition of Financial Assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises
its retained interest in the asset and an associated liability for amounts it may have to pay.

Impairment of Financial Assets

Financial assets, other than those held at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired
when there is objective evidence that, as a result of one or more events that have occurred after the initial recognition of the asset, the estimated future cash flows of the investment have been impaired. Objective evidence of impairment could
include significant financial difficulty of the issuer or the counterparty; or default or delinquency in interest or principal payments; or it becoming probable that the borrower will enter bankruptcy or financial re-organisation.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the
carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account.

Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

Financial Liabilities and Equity

Financial
liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.



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Financial statements

Notes to the consolidated financial statements continued



Trade Payables

Trade payables are obligations to pay for goods or services that have been acquired in
the ordinary course of business from suppliers. Trade payables are not interest bearing and are initially measured at fair value, net of transaction cost.

Subsequently these are measured at amortised cost using the effective interest method, with interest recognised on an effective yield basis.

Equity Instruments

An equity instrument is any
contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Financial Liabilities at FVTPL (Fair Value Through Profit and Loss)

Financial liabilities are classified as FVTPL where the financial liability has been designated as FVTPL.

A financial
liability may be designated as FVTPL upon initial recognition if:



| |  | such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
|- |  | ------------------------------------------------------------------------------------------------------------------------------



| |  | the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance evaluated on a fair
value basis, in accordance with the Groups documented risk management or investment strategy, and information about the Group is provided internally on that basis; or
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire
combined contract (asset or liability) to be designated FVTPL.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Derecognition of Financial Liabilities

The Group derecognises financial liabilities when, and only when, the Groups obligations are discharged, cancelled or they expire.

Derivative Financial Instruments

The Groups
activities expose it to the financial risks of changes in foreign currency exchange rates. The Group uses foreign exchange forward contracts to hedge these exposures. The Group does not use derivative financial instruments for speculative purposes.
Further details of derivative financial instruments are disclosed in note 36 to the financial statements.

The use of financial derivatives is governed
by the Groups policies approved by the Board of directors, which provides written principles on the use of financial derivatives. The Groups policy is to hedge between 75% and 90% of forecast GBP expenditure for the following 11 to 15
months.

Derivative financial instruments are initially recorded at fair value at the date a derivative contract is entered into and are subsequently
remeasured to fair value at each balance sheet date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in
profit or loss depends on the nature of the hedge relationship.

Hedge Accounting

Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking
various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in cash flows of the
hedged item.

Note 23 sets out details of the fair values of the derivative instruments used for hedging purposes.

Movements in the hedging reserve in equity are also detailed in the statement of changes in equity.

Cash Flow Hedges

The effective portion of changes in the fair value of derivatives that are
designated and qualify as cash flow hedges are deferred in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

Amounts deferred in equity are recycled into profit or loss in the periods when the hedged item is recognised in profit or loss. When the forecast transaction that is hedged results in the recognition of a
non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.

Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated, exercised or no longer
qualifies for hedge accounting. Any cumulative gain or loss deferred in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer
expected to occur, the cumulative gain or loss that was deferred in equity is recognised immediately in profit or loss.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group
will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.



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Provisions for warranty and returns costs are recognised at the date of sale of the
relevant products, at the directors best estimate of the expenditure required to settle the Groups liability.

Provision is made for onerous
contracts at the fair value of the minimum unavoidable payments, net of any amounts recoverable. Where amounts are known and timings certain, onerous amounts are accrued instead.

A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by
starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both
necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.

Share-Based Payment

The Group issues equity-settled share-based payments to certain employees, including share options with non-market based vesting conditions. Equity settled
share-based payments are measured at the fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Groups
estimate of shares that will eventually vest.

For grants where options vest in instalments over the vesting period, each instalment is treated as a
separate grant, which results in fair value of each instalment being spread across the vesting period of that instalment.

Fair value is measured by use
of a Black-Scholes model for most of share options in issue. The expected life used in the model has been adjusted, based on managements best estimate, for the effects of non-transferability, exercise restrictions, and behavioural
considerations.

For certain share options which include Total Shareholder Return (TSR) related conditions the fair value is estimated through the use of
a Monte-Carlo simulation.

Save-As-You-Earn SAYE share options granted to employees are treated as cancelled when employees cease to
contribute to the scheme. This results in accelerated recognition of the expenses that would have arisen over the remainder of the original vesting period.

For a business combination where there are acquiree share-based payment awards that will be exchanged for awards held by the Group, the fair value of the outstanding awards is allocated between consideration and
post-combination service in accordance with IFRS 3 (2008) using the valuation techniques described in IFRS 2. The allocation of the fair value of the options outstanding to consideration results in a credit to equity in the share-based payment
reserve.

For cash-settled share-based payments, the Group recognises a liability for the goods or services acquired, measured initially at the fair
value of the liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is re-measured, with any changes in fair value recognised in profit or loss for the period.

Employee Benefit Trust

The Group has established an
employee benefit trust which is a separately administered trust and is funded by loans from Group companies. The assets of the trust comprise shares in CSR plc and cash balances. The Group recognises assets and liabilities of the trust in the
consolidated accounts and shares held by the trust are recorded at cost as a deduction from shareholders equity.

Contingent
liabilities and assets

A contingent liability may arise where there is possible obligation that arises from past events, whose occurrence or
non-occurrence will only be confirmed by uncertain future events or where a present obligation arises from past events but where an outflow of resources from the Group is not probable and/or the amount of the obligation cannot be reliably measured.
In these circumstances, the Group discloses the nature of such contingent liabilities. The Group recognises liabilities where there is a present obligation and an outflow of resources from the Group is probable and can be reliably measured.

A contingent asset may arise where, as a result of past events, there is a possible asset which will only be confirmed by the occurrence or
non-occurrence of one or more uncertain future events which are not entirely within the control of the Group. In these circumstances, the Group discloses the nature of such contingent assets. The Group recognises an asset when an inflow of economic
benefits is recognised as virtually certain.

Treasury shares

The Group holds shares in its own equity that it has reacquired as part of a share buy-back programme. The shares are shown as a deduction in equity and are measured at the fair value of the shares purchased and
transaction costs.

Dividend distribution

A dividend distribution to the Companys shareholders is recognised as a liability in the Groups financial statements in the period in which the
dividends are committed to be paid. In the case of a final dividend distribution, this will also be the period in which the dividends are approved by the Companys shareholders. Interim dividends are recorded in the period in which they are
approved and paid.

4. Critical Accounting Judgements and Key Sources of Estimation and Uncertainty

These consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB and as adopted by the European Union (EU).

The preparation of financial statements requires the directors to make estimates and assumptions about future events that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities.

Future events and their effects cannot be determined with absolute certainty.
Therefore, the determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience, current and expected economic conditions. The directors constantly re-evaluate these
significant factors and make adjustments where facts and



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Financial statements

Notes to the consolidated financial statements continued



circumstances dictate. The directors believe that the following accounting policies are critical due to the degree of estimation required and / or the potential material impact they may have on
the Groups financial position and performance.

Inventory Valuation

The level of inventory provisioning required is sensitive to changes in the forecast sales of particular products which is dependent on changes in conditions in the Groups markets. If changes in actual market
conditions are less favourable than those projected, additional inventory provisions may be required; similarly if changes in actual market conditions are more favourable than predicted, the Group may be able to release a proportion of the inventory
provision.

Business Combinations and Goodwill Impairments

The amount of goodwill initially recognised as a result of a business combination is dependent on the allocation of the purchase price to the fair value of the identifiable assets acquired and the contingent
liabilities assumed. The Group uses judgement, estimates and involves external specialists in determining the fair value of identifiable assets and liabilities acquired in a business combination, as well as calculating the fair value of the purchase
consideration on acquisition.

Allocation of the purchase price affects the results of the Group as finite lived intangible assets are amortised, whereas
indefinite lived intangible assets, including goodwill, are not amortised and could result in differing amortisation charges based on the allocation to indefinite lived and finite lived intangible assets.

The Group assesses the carrying value of identifiable intangible assets, long-lived assets and goodwill annually, or more frequently if events or changes in
circumstances indicate that such carrying value may not be recoverable. Factors considered important, which could trigger an impairment review, include the following:



| |  | significant under performance relative to historical or projected future results;
|- |  | ---------------------------------------------------------------------------------



| |  | significant changes in the manner of our use of the acquired assets or the strategy for our overall business;
|- |  | -------------------------------------------------------------------------------------------------------------



| |  | Group market capitalisation being less than the carrying value of net assets; and
|- |  | ---------------------------------------------------------------------------------



| |  | significantly negative industry or economic trends.
|- |  | ---------------------------------------------------

The recoverable amounts of the Groups CGUs are determined from value in use calculations based upon cash flow forecasts derived from the most recent financial budget approved by management and the Board of
Directors for the next year and longer range financial plans covering the subsequent four years that have been reviewed and approved by management and the Board of Directors. The key assumptions for the value in use calculations are those regarding
the growth in future sales, projected production costs, operating expenditures, the discount rates and terminal growth rates.

The Group determines
discount rates to be used based on the risk inherent in the related activitys current business model and industry comparisons, where these risks cannot be reflected in cashflows. Terminal values are based on the forecasted cash flows in the
final year of the five year long range plan. While the Group believes that its assumptions are appropriate, such amounts estimated could differ materially from what will actually occur in the future. In assessing goodwill, these discounted cash
flows are prepared at a cash-generating unit level.

Note 16 to the financial statements provides further disclosures on the assumptions underlying the
impairment review and the allocation of goodwill by reportable segments.

Accounting for Share-based Payments

The fair value of some of the options granted is measured by use of a Black-Scholes model, taking into account the terms and conditions upon which the options were
granted. The expected life used in the model has been adjusted, based on managements best estimate for the effects of non-transferability, exercise restrictions and, behavioural considerations. The volatility used in the model is based on
movements in the Groups share price for a period matching that of the vesting period of the options. The risk-free interest rate used is the implied yield currently available on zero-coupon government issues in the UK, with a remaining term
equal to the expected term of the option being valued (based on the options remaining contractual life and taking into account the effects of expected early exercise).

Non-market vesting conditions are included in assumptions about the number of shares that are expected to become exercisable. The estimates of the number of share options and awards that are expected to become
exercisable are reviewed at each balance sheet date. The impact of the revision of original estimates, if any, is recognised in the income statement and a corresponding adjustment to equity. Where there are indicators that there have been changes to
non-market vesting conditions, subsequent to the grant date, the amount recognised as an expense is adjusted to reflect the actual number of shares that vest.

Revenue recognition

Sales are recognised when the significant risks and rewards of ownership have
transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that economic benefits associated with the transaction
will flow to the Group and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

This requires the Group to
assess at the point of delivery whether these criteria have been met. When the Group determines that such criteria have been met, revenue is recognised. The Group records estimated reductions to revenue for pricing agreements, price protection,
other volume based rebates and expected returns. Estimated sales adjustments for volume based discount programs are based largely on shipment information.



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Financial statements



Income Taxes

The Group is subject to the income tax laws of the various tax jurisdictions in which we operate, principally the United Kingdom. These laws are complex and subject to different interpretations by taxpayers and tax
authorities. When establishing income tax provisions, we therefore make a number of judgments and interpretations about the application and interaction of these laws. Changes in these tax laws or our interpretations of these laws and the resolution
of future tax audits could significantly impact our effective tax rate and the results of operations in a given period.

Where it is probable that a
position may be successfully challenged by revenue authorities, a tax provision is created for the tax on the probable adjustment.

The Group estimates
its income taxes in each of the jurisdictions in which it operates. This process involves estimating its current tax liability together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes.
These differences result in the recognition of deferred tax assets and liabilities, which are included within the consolidated balance sheet to the extent that we believe they are recoverable.

Managements judgement is required in determining the provision for income taxes, deferred tax assets and liabilities. Deferred tax assets have been recognised where management believes there are sufficient
taxable temporary differences or it is probable that sufficient taxable profit will be available in future to realise deferred tax assets.

Although the
deferred tax assets which have been recognised are considered realisable, actual amounts could be reduced if future taxable income is lower than expected. This could materially affect the Groups reported net income and financial position.

Litigation and claims

The Group may be
subject to claims, legal actions and complaints, including patent infringements, arising in the normal course of business. The likelihood and ultimate outcome of such occurrences is not presently determinable therefore the Group uses estimation and
judgement on whether any of these claims or litigation should result in a liability being recognised.

Issues can, and do, take many years to resolve.
Significant items of litigation and claims on which the Group has exercised accounting judgement in respect of whether or not to recognise a contingent liability are discussed in note 31. The inherent uncertainty regarding the outcome of these items
means eventual resolution could differ from the accounting estimates and therefore impact the Groups results and cash flows.

5.
Revenue



|                            |  |                                     |           |  |                                     |  |         |                                     |  |  |         | 
|--------------------------- |  | ----------------------------------- | --------- |  | ----------------------------------- |  | ------- | ----------------------------------- |  |  | ------- | 
|                            |  | 52 weeks ended28 December 2012$000 |           |  | 52 weeks ended30 December 2011$000 |  |         | 52 weeks ended31 December 2010$000 | 
|Sale of integrated circuits |  |                                     | 964,774   |  |                                     |  | 808,463 |                                     |  |  | 782,332 | 
|Sale of software            |  |                                     | 8,142     |  |                                     |  | 7,953   |                                     |  |  | 10,444  | 
|Royalties                   |  |                                     | 52,440    |  |                                     |  | 28,774  |                                     |  |  | 7,832   | 
|                            |  |                                     | 1,025,356 |  |                                     |  | 845,190 |                                     |  |  | 800,608 | 
|Investment income           |  |                                     | 1,161     |  |                                     |  | 1,627   |                                     |  |  | 812     | 
|                            |  |                                     | 1,026,517 |  |                                     |  | 846,817 |                                     |  |  | 801,420 | 

6. Segmental Reporting

CSR is a leading provider of platform technology solutions for the consumer electronics market.

Products from which Reportable Segments Derive their Revenues

During the year the internal reporting structures of the Group were reorganised changing the nature and content of information used by the Chief Executive, who is our Chief operating decision maker, to assess
operational performance and allocate resource; this has caused a change in the identification of Operating Segments as defined under IFRS 8. In our opinion each operating segment is a reporting segment, therefore the results of the new
Operating Segments are Voice & Music, Consumer, Automotive and Legacy are reported below; results from 2011 and 2010 have been restated into this new structure.

The Group reportable segments under IFRS 8 Operating Segments are as follows:



|                            |  |                                                                                                    
|--------------------------- |  | ---------------------------------------------------------------------------------------------------
|Voice & Music               |  | Mono and Stereo Audio                                                                              
|Automotive                  |  | Automotive and Personal Navigation Device (PND) applications                                       
|Consumer                    |  | Cameras, Gaming, Document Imaging, Indoors Location, BluetoothSmart and other consumer.applications
|Legacy Products Group (LPG) |  | Legacy Home Entertainment, Handset Connectivity and HandsetLocation (components)                   



|            |  |    |  |  |    | 
|----------- |  | -- |  |  | -- | 
|www.csr.com |  | 98 |  |  | 99 | 



---

##### Table of Contents

Financial statements

Notes to the consolidated financial statements continued



Segment Revenues and Results

The following is an analysis of the Groups revenue and results by
reportable segment:



|                                             |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  |         |   |  |  |           |  
|-------------------------------------------- |  | --------------- | ------- |  | ------------- |  | ------- | ----------------- |  |  | -------- |  |  | ---------------- | ------- |  | ----------------- |  | ------- | - |  |  | --------- | -
|52 weeks ended 28 December 2012              |  | Automotive$000 |         |  | Consumer$000 |  |         | Voice &Music$000 |  |  | LPG$000 |  |  | Unallocated$000 |         |  | Consolidated$000 | 
|Revenue                                      |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  |         |   |  |  |           |  
|Total segment revenue                        |  |                 | 212,178 |  |               |  | 258,732 |                   |  |  | 190,119  |  |  |                  | 364,327 |  |                   |  |        |   |  |  | 1,025,356 |  
|Segment result                               |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  |         |   |  |  |           |  
|Underlying operating profit (loss)           |  |                 | 3,245   |  |               |  | (15,643 | )                 |  |  | 75,115   |  |  |                  | 11,312  |  |                   |  |        |   |  |  | 74,029    |  
|Share-based payment charges                  |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  | (27,753 | ) |  |  | (27,753   | )
|Amortisation of acquired intangible assets   |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  | (22,732 | ) |  |  | (22,732   | )
|Integration and restructuring                |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  | (27,523 | ) |  |  | (27,523   | )
|Litigation and patent settlement charges     |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  | (15,500 | ) |  |  | (15,500   | )
|Other operating income                       |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  | 214     |   |  |  | 214       |  
|Disposal of development operations (note 38) |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  | 127,178 |   |  |  | 127,178   |  
|Operating profit                             |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  |         |   |  |  | 107,913   |  
|Investment income (note 5)                   |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  |         |   |  |  | 1,161     |  
|Other gains and losses (note 11)             |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  |         |   |  |  | 14        |  
|Exchange losses                              |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  |         |   |  |  | (395      | )
|Finance costs (note 12)                      |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  |         |   |  |  | (6,711    | )
|Profit before tax                            |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |  |                   |  |         |   |  |  | 101,982   |  

The Group discloses underlying operating profit as the performance measure of segment result as this is the measure used in the
decision-making and resource allocation process of the Chief Operating Decision Maker, which is the Groups Chief Executive Officer.

Investment
income and finance costs are not allocated to reportable segments for the purposes of reporting to the Groups Chief Executive Officer.

There is no
intra-segment revenue.

The accounting policies for the reportable segments are the same as the Groups accounting policies.

Segment underlying operating profit represents operating profit earned by each segment without allocation, in each period, of acquisition-related fees, share-based
payment charges, litigation and patent settlements, integration and restructuring charges, charges related to the amortisation of acquired intangible assets, charges related to the fair value adjustment to inventory and the de-recognition of
contingent consideration.

The following is an analysis of the Groups revenue and results by reportable segment:



|                                           |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  |         |  
|------------------------------------------ |  | --------------- | ------- |  | ------------- |  | ------- | ----------------- |  |  | -------- |  |  | ---------------- | ------- | - | ----------------- |  | ------- | - |  |  | ------- | -
|52 weeks ended 30 December 2011            |  | Automotive$000 |         |  | Consumer$000 |  |         | Voice &Music$000 |  |  | LPG$000 |  |  | Unallocated$000 |         |   | Consolidated$000 | 
|Revenue                                    |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  |         |  
|Total segment revenue                      |  |                 | 205,045 |  |               |  | 165,555 |                   |  |  | 149,853  |  |  |                  | 324,737 |   |                   |  |        |   |  |  | 845,190 |  
|Segment result                             |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  |         |  
|Underlying operating profit (loss)         |  |                 | 10,625  |  |               |  | (7,999  | )                 |  |  | 59,496   |  |  |                  | (12,916 | ) |                   |  |        |   |  |  | 49,206  |  
|Fair value adjustment to inventory         |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (28,187 | ) |  |  | (28,187 | )
|Share-based payment charges                |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (14,130 | ) |  |  | (14,130 | )
|Amortisation of acquired intangible assets |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (18,681 | ) |  |  | (18,681 | )
|Integration and restructuring              |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (33,721 | ) |  |  | (33,721 | )
|Acquisition-related fees                   |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (13,004 | ) |  |  | (13,004 | )
|Litigation settlement                      |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | 14,532  |   |  |  | 14,532  |  
|Patent settlements                         |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (6,000  | ) |  |  | (6,000  | )
|De-recognition of contingent consideration |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | 1,620   |   |  |  | 1,620   |  
|Operating loss                             |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | (48,365 | )
|Investment income (note 5)                 |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | 1,627   |  
|Other gains and losses (note 11)           |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | 320     |  
|Exchange losses                            |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | (748    | )
|Finance costs (note 12)                    |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | (4,298  | )
|Loss before tax                            |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | (51,464 | )



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



---

##### Table of Contents

Financial statements



The following is an analysis of the Groups revenue and results by reportable
segment in the 52 weeks ended 31 December 2010.



|                                           |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  |         |  
|------------------------------------------ |  | --------------- | ------- |  | ------------- |  | ------- | ----------------- |  |  | -------- |  |  | ---------------- | ------- | - | ----------------- |  | ------- | - |  |  | ------- | -
|52 weeks ended 31 December 2010            |  | Automotive$000 |         |  | Consumer$000 |  |         | Voice &Music$000 |  |  | LPG$000 |  |  | Unallocated$000 |         |   | Consolidated$000 | 
|                                           |  |                 |         |  |               | 
|Revenue                                    |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  |         |  
|Total segment revenue                      |  |                 | 223,071 |  |               |  | 100,124 |                   |  |  | 138,264  |  |  |                  | 339,149 |   |                   |  |        |   |  |  | 800,608 |  
|Segment result                             |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  |         |  
|Underlying operating profit                |  |                 | 44,819  |  |               |  | 9,442   |                   |  |  | 47,874   |  |  |                  | (23,159 | ) |                   |  |        |   |  |  | 78,976  |  
|Share-based payment charges                |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (9,822  | ) |  |  | (9,822  | )
|Amortisation of acquired intangible assets |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (14,137 | ) |  |  | (14,137 | )
|Integration and restructuring              |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (1,085  | ) |  |  | (1,085  | )
|Acquisition-related fees                   |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (397    | ) |  |  | (397    | )
|Litigation settlement                      |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  | (59,788 | ) |  |  | (59,788 | )
|Operating loss                             |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | (6,253  | )
|Investment income (note 5)                 |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | 812     |  
|Other gains and losses (note 11)           |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | 640     |  
|Exchange losses                            |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | (186    | )
|Finance costs (note 12)                    |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | (718    | )
|Loss before tax                            |  |                 |         |  |               |  |         |                   |  |  |          |  |  |                  |         |   |                   |  |         |   |  |  | (5,705  | )

Underlying operating profit includes depreciation and amortisation of other intangible assets, which have been apportioned to the
reportable segments as follows:



|                                                         |  |                 |       |  |               |  |       |                   |  |  |          |  |  |            |        |  |  |  |        | 
|-------------------------------------------------------- |  | --------------- | ----- |  | ------------- |  | ----- | ----------------- |  |  | -------- |  |  | ---------- | ------ |  |  |  | ------ | 
|Depreciation and amortisation of other intangible assets |  | Automotive$000 |       |  | Consumer$000 |  |       | Voice &Music$000 |  |  | LPG$000 |  |  | Total$000 |       
|52 weeks ended 28 December 2012                          |  |                 | 4,950 |  |               |  | 6,036 |                   |  |  | 4,436    |  |  |            | 8,502  |  |  |  | 23,924 | 
|52 weeks ended 30 December 2011                          |  |                 | 6,318 |  |               |  | 5,101 |                   |  |  | 4,617    |  |  |            | 10,007 |  |  |  | 26,043 | 
|52 weeks ended 31 December 2010                          |  |                 | 6,689 |  |               |  | 3,003 |                   |  |  | 4,146    |  |  |            | 10,170 |  |  |  | 24,008 | 

No information is provided for segment assets and liabilities as these measures are not provided to the chief operating decision
maker.

Revenues from Major Products

The
Groups revenues from its major products were as follows:



|                                                   |  |                                     |           |  |                                     |  |         |                                     |  |  |         | 
|-------------------------------------------------- |  | ----------------------------------- | --------- |  | ----------------------------------- |  | ------- | ----------------------------------- |  |  | ------- | 
|                                                   |  | 52 weeks ended28 December 2012$000 |           |  | 52 weeks ended30 December 2011$000 |  |         | 52 weeks ended31 December 2010$000 | 
|Sale of integrated circuits                        |  |                                     | 964,774   |  |                                     |  | 808,463 |                                     |  |  | 782,332 | 
|Sale of software                                   |  |                                     | 8,142     |  |                                     |  | 7,953   |                                     |  |  | 10,444  | 
|Royalties                                          |  |                                     | 52,440    |  |                                     |  | 28,774  |                                     |  |  | 7,832   | 
|Consolidated revenue (excluding investment income) |  |                                     | 1,025,356 |  |                                     |  | 845,190 |                                     |  |  | 800,608 | 

Geographical Information

The Group operates in four principal geographical areas  the UK (country of domicile), Rest of Europe, the Americas and Asia. The Groups revenue from external customers and information about its segment
assets (non-current assets excluding deferred tax assets and other financial assets) by geographical location is detailed below:



|                             |  |                                     |           |  |                                     |  |         |                                     |  |  |         | 
|---------------------------- |  | ----------------------------------- | --------- |  | ----------------------------------- |  | ------- | ----------------------------------- |  |  | ------- | 
|Revenue                      |  | 52 weeks ended28 December 2012$000 |           |  | 52 weeks ended30 December 2011$000 |  |         | 52 weeks ended31 December 2010$000 | 
|UK                           |  |                                     | 156       |  |                                     |  | 185     |                                     |  |  | 6,655   | 
|Rest of Europe               |  |                                     | 39,057    |  |                                     |  | 60,508  |                                     |  |  | 110,171 | 
|USA (including the Americas) |  |                                     | 82,969    |  |                                     |  | 89,498  |                                     |  |  | 92,316  | 
|Asia                         |  |                                     | 903,174   |  |                                     |  | 694,999 |                                     |  |  | 591,466 | 
|                             |  |                                     | 1,025,356 |  |                                     |  | 845,190 |                                     |  |  | 800,608 | 

Revenues are attributed to geographical areas on the basis of the customers manufacturing location.



|                             |  |                       |         |  |                       |  |         |                       |  |  |         | 
|---------------------------- |  | --------------------- | ------- |  | --------------------- |  | ------- | --------------------- |  |  | ------- | 
|Non  current assets         |  | 28 December 2012$000 |         |  | 30 December 2011$000 |  |         | 31 December 2010$000 | 
|UK                           |  |                       | 160,175 |  |                       |  | 267,753 |                       |  |  | 276,829 | 
|Rest of Europe               |  |                       | 632     |  |                       |  | 1,674   |                       |  |  | 614     | 
|USA (including the Americas) |  |                       | 107,652 |  |                       |  | 142,860 |                       |  |  | 4,460   | 
|Asia                         |  |                       | 95,159  |  |                       |  | 86,339  |                       |  |  | 8,172   | 
|                             |  |                       | 363,618 |  |                       |  | 498,626 |                       |  |  | 290,075 | 

Non-current assets, being goodwill, property, plant and equipment, long term assets, and other intangible assets (excluding deferred
tax assets) are attributed to the location where they are situated.



|            |  |     |  |  |     | 
|----------- |  | --- |  |  | --- | 
|www.csr.com |  | 100 |  |  | 101 | 



---

##### Table of Contents

Financial statements

Notes to the consolidated financial statements continued



Information About Major Customers

In 2012, included in revenues arising from Consumer and LPG are
revenues of approximately $113.9 million (2011: $87.3 million, 2010: $115.2 million), representing 11% (2011: 10%, 2010: 14%) of revenue relating to the Groups largest customer.

In 2012, 2011 and 2010 only the largest customer of the Group exceeded 10% of revenue in the 52 week period.

Revenue
from the top five customers represents 30% of revenues (2011: 38%; 2010: 42%).

7. Profit for the Period

Profit for the period has been arrived at after charging (crediting):



|                                                                                            |  |                                     |         |   |                                     |  |         |                                     |  |  |         |  
|------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ----------------------------------- |  | ------- | ----------------------------------- |  |  | ------- | -
|                                                                                            |  | 52 weeks ended28 December 2012$000 |         |   | 52 weeks ended30 December 2011$000 |  |         | 52 weeks ended31 December 2010$000 | 
|Net foreign exchange losses                                                                 |  |                                     | 1,638   |   |                                     |  | 2,799   |                                     |  |  | 2,485   |  
|Government grants towards staff and marketing costs                                         |  |                                     | (671    | ) |                                     |  | (9      | )                                   |  |  | (142    | )
|Research and development costs                                                              |  |                                     | 290,346 |   |                                     |  | 241,763 |                                     |  |  | 199,927 |  
|Depreciation of property, plant and equipment                                               |  |                                     | 16,171  |   |                                     |  | 18,371  |                                     |  |  | 20,091  |  
|Loss on disposal of property, plant and equipment                                           |  |                                     | 916     |   |                                     |  | 62      |                                     |  |  | 580     |  
|Loss on disposal of intangible assets                                                       |  |                                     |        |   |                                     |  | 23      |                                     |  |  | 135     |  
|Amortisation of intangible assets                                                           |  |                                     | 30,485  |   |                                     |  | 26,353  |                                     |  |  | 18,054  |  
|Staff costs (see note 9)                                                                    |  |                                     | 314,055 |   |                                     |  | 228,369 |                                     |  |  | 170,791 |  
|Cost of inventories recognised as expense                                                   |  |                                     | 468,500 |   |                                     |  | 394,618 |                                     |  |  | 397,971 |  
|Write-downs of inventories recognised as an expense net of movement in inventory provisions |  |                                     | (2,267  | ) |                                     |  | 9,086   |                                     |  |  | 2,474   |  
|Auditors remuneration for audit services (see note 8)                                      |  |                                     | 993     |   |                                     |  | 1,051   |                                     |  |  | 789     |  

8. Auditors remuneration



|                                                                                           |  |                                     |       |  |                                     |  |       |                                     |  |  |     | 
|------------------------------------------------------------------------------------------ |  | ----------------------------------- | ----- |  | ----------------------------------- |  | ----- | ----------------------------------- |  |  | --- | 
|                                                                                           |  | 52 weeks ended28 December 2012$000 |       |  | 52 weeks ended30 December 2011$000 |  |       | 52 weeks ended31 December 2010$000 | 
|Fees payable to the Companys auditor for the audit of the Companys annual accounts       |  |                                     | 68    |  |                                     |  | 85    |                                     |  |  | 78  | 
|Fees payable to the Companys auditor and their associates for other services to the Group |  |                                     |       |  |                                     |  |       |                                     |  |  |     | 
| The audit of the Companys subsidiaries pursuant to legislation                          |  |                                     | 678   |  |                                     |  | 788   |                                     |  |  | 505 | 
| Services pursuant to section 404 of the Sarbanes-Oxley Act                               |  |                                     | 137   |  |                                     |  | 134   |                                     |  |  | 162 | 
|Total audit fees                                                                           |  |                                     | 883   |  |                                     |  | 1,007 |                                     |  |  | 745 | 
|Other services                                                                             |  |                                     |       |  |                                     |  |       |                                     |  |  |     | 
| Audit related assurance                                                                  |  |                                     | 110   |  |                                     |  | 44    |                                     |  |  | 44  | 
| Taxation compliance services                                                             |  |                                     | 157   |  |                                     |  | 42    |                                     |  |  | 47  | 
| Other taxation advisory services                                                         |  |                                     | 515   |  |                                     |  | 424   |                                     |  |  | 347 | 
| Other assurance services                                                                 |  |                                     |      |  |                                     |  | 284   |                                     |  |  |    | 
| Corporate finance services                                                               |  |                                     | 350   |  |                                     |  | 2,096 |                                     |  |  |    | 
|Total non audit fees                                                                       |  |                                     | 1,132 |  |                                     |  | 2,890 |                                     |  |  | 438 | 

The audit related assurance fees refer to fees for the performance of an interim review. Tax compliance fees relate to assistance in
the filing of group subsidiary statutory tax returns. Fees for other taxation services and corporate finance services predominantly relate to the disposal of development operations in handset connectivity and location to Samsung.

9. Staff Costs

The average monthly number of
employees (including executive directors) was:



|                           |  |                                      |       |  |                                      |  |       |                                      |  |  |       | 
|-------------------------- |  | ------------------------------------ | ----- |  | ------------------------------------ |  | ----- | ------------------------------------ |  |  | ----- | 
|                           |  | 52 weeks ended28 December 2012Number |       |  | 52 weeks ended30 December 2011Number |  |       | 52 weeks ended31 December 2010Number | 
|Research and development   |  |                                      | 1,654 |  |                                      |  | 1,422 |                                      |  |  | 1,052 | 
|Sales and marketing        |  |                                      | 548   |  |                                      |  | 410   |                                      |  |  | 260   | 
|General and administrative |  |                                      | 272   |  |                                      |  | 214   |                                      |  |  | 151   | 
|                           |  |                                      | 2,474 |  |                                      |  | 2,046 |                                      |  |  | 1,463 | 



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|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Financial statements



Their aggregate remuneration comprised:



|                            |  |                                     |         |  |                                     |  |         |                                     |  |  |         | 
|--------------------------- |  | ----------------------------------- | ------- |  | ----------------------------------- |  | ------- | ----------------------------------- |  |  | ------- | 
|                            |  | 52 weeks ended28 December 2012$000 |         |  | 52 weeks ended30 December 2011$000 |  |         | 52 weeks ended31 December 2010$000 | 
|Salaries                    |  |                                     | 262,670 |  |                                     |  | 193,258 |                                     |  |  | 142,221 | 
|Social security costs       |  |                                     | 17,541  |  |                                     |  | 13,607  |                                     |  |  | 11,704  | 
|Other pension costs         |  |                                     | 8,109   |  |                                     |  | 7,586   |                                     |  |  | 7,231   | 
|Share based payment charges |  |                                     | 25,735  |  |                                     |  | 13,918  |                                     |  |  | 9,635   | 
|                            |  |                                     | 314,055 |  |                                     |  | 228,369 |                                     |  |  | 170,791 | 

10. Investment revenue



|                                  |  |                                     |       |  |                                     |  |       |                                     |  |  |     | 
|--------------------------------- |  | ----------------------------------- | ----- |  | ----------------------------------- |  | ----- | ----------------------------------- |  |  | --- | 
|                                  |  | 52 weeks ended28 December 2012$000 |       |  | 52 weeks ended30 December 2011$000 |  |       | 52 weeks ended31 December 2010$000 | 
|Short term bank deposits          |  |                                     | 636   |  |                                     |  | 735   |                                     |  |  | 316 | 
|Treasury deposits and investments |  |                                     | 32    |  |                                     |  | 618   |                                     |  |  | 496 | 
|Expected return on plan assets    |  |                                     | 493   |  |                                     |  | 274   |                                     |  |  |    | 
|                                  |  |                                     | 1,161 |  |                                     |  | 1,627 |                                     |  |  | 812 | 

11. Other gains and losses



|                                                                                   |  |  |                                     |  |  |  |                                     |  |  |  |                                     | 
|---------------------------------------------------------------------------------- |  |  | ----------------------------------- |  |  |  | ----------------------------------- |  |  |  | ----------------------------------- | 
|                                                                                   |  |  | 52 weeks ended28 December 2012$000 |  |  |  | 52 weeks ended30 December 2011$000 |  |  |  | 52 weeks ended31 December 2010$000 | 
|Change in the fair value of investments designated as FVTPL on initial
recognition |  |  | 14                                  |  |  |  | 320                                 |  |  |  | 640                                 | 

12. Finance Costs



|                                                            |  |                                     |       |  |                                     |  |       |                                     |  |  |     | 
|----------------------------------------------------------- |  | ----------------------------------- | ----- |  | ----------------------------------- |  | ----- | ----------------------------------- |  |  | --- | 
|                                                            |  | 52 weeks ended28 December 2012$000 |       |  | 52 weeks ended30 December 2011$000 |  |       | 52 weeks ended31 December 2010$000 | 
|Interest expense and similar charges                        |  |                                     | 594   |  |                                     |  | 418   |                                     |  |  | 493 | 
|Unwinding of discount on contingent consideration           |  |                                     |      |  |                                     |  | 53    |                                     |  |  | 15  | 
|Unwinding of discount on onerous lease provision            |  |                                     | 255   |  |                                     |  | 252   |                                     |  |  | 210 | 
|Unwinding of discount on litigation accrual                 |  |                                     | 2,330 |  |                                     |  | 2,525 |                                     |  |  |    | 
|Unwinding of discount on intangible asset accrual           |  |                                     | 463   |  |                                     |  | 438   |                                     |  |  |    | 
|Unwinding of discount on defined benefit pension deficit    |  |                                     | 459   |  |                                     |  | 274   |                                     |  |  |    | 
|Unwinding of discount on acquisition fair value adjustments |  |                                     | 512   |  |                                     |  |      |                                     |  |  |    | 
|Loss on purchase of treasury shares                         |  |                                     |      |  |                                     |  | 338   |                                     |  |  |    | 
|Option premium cost                                         |  |                                     | 2,098 |  |                                     |  |      |                                     |  |  |    | 
|                                                            |  |                                     | 6,711 |  |                                     |  | 4,298 |                                     |  |  | 718 | 

13. Dividends



|                                                                                   |  |                                     |        |  |                                     |  |        |                                     |  |  |        | 
|---------------------------------------------------------------------------------- |  | ----------------------------------- | ------ |  | ----------------------------------- |  | ------ | ----------------------------------- |  |  | ------ | 
|                                                                                   |  | 52 weeks ended28 December 2012$000 |        |  | 52 weeks ended30 December 2011$000 |  |        | 52 weeks ended31 December 2010$000 | 
|Proposed final dividend for the 52 weeks ended 28 December 2012 of $0.08 per share |  |                                     | 13,267 |  |                                     |  |       |                                     |  |  |       | 
|Interim dividend for the 26 weeks ended 30 June 2012 of 2.3p per share             |  |                                     | 7,648  |  |                                     |  |       |                                     |  |  |       | 
|Final dividend for the 52 weeks ended 30 December 2011 of 4.41p per share          |  |                                     |       |  |                                     |  | 13,617 |                                     |  |  |       | 
|Interim dividend for the 26 weeks ended 1 July 2011 of 2p per share                |  |                                     |       |  |                                     |  | 5,376  |                                     |  |  |       | 
|Final dividend for the 52 weeks ended 31 December 2010 of 4p per
share             |  |                                     |       |  |                                     |  |       |                                     |  |  | 10,973 | 
|                                                                                   |  |                                     | 20,915 |  |                                     |  | 18,993 |                                     |  |  | 10,973 | 

The proposed final dividend of $0.08 per share is subject to approval by shareholders at the Annual General Meeting and has not been
included as a liability in the financial statements.



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##### Table of Contents

Financial statements

Notes to the consolidated financial statements continued



14. Taxation



|                                                                                                    |  |                                     |         |   |                                     |  |         |                                     |  |  |         |  
|--------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ----------------------------------- |  | ------- | ----------------------------------- |  |  | ------- | -
|                                                                                                    |  | 52 weeks ended28 December 2012$000 |         |   | 52 weeks ended30 December 2011$000 |  |         | 52 weeks ended31 December 2010$000 | 
|Current income tax payable                                                                          |  |                                     | 16,861  |   |                                     |  | 2,143   |                                     |  |  | 2,383   |  
|Adjustment in respect of current income tax of prior years                                          |  |                                     | (299    | ) |                                     |  | 2,171   |                                     |  |  | (1,780  | )
|Total current income tax charge                                                                     |  |                                     | 16,562  |   |                                     |  | 4,314   |                                     |  |  | 603     |  
|Deferred tax charge (credit)                                                                        |  |                                     | 45,373  |   |                                     |  | (6,751  | )                                   |  |  | (19,073 | )
|Deferred tax benefit on recognition of previously unrecognized tax losses and temporary differences |  |                                     | (16,456 | ) |                                     |  | (78,664 | )                                   |  |  | (12,172 | )
|Deferred tax expense from de-recognition of tax losses                                              |  |                                     | 0       |   |                                     |  | 900     |                                     |  |  | 5,048   |  
|Deferred tax rate change                                                                            |  |                                     | 1,817   |   |                                     |  | 1,843   |                                     |  |  | 531     |  
|Adjustment in respect of deferred tax of prior years                                                |  |                                     | 3,453   |   |                                     |  | (6,972  | )                                   |  |  | 2,732   |  
|Total deferred tax charge (credit) (note 24)                                                        |  |                                     | 34,187  |   |                                     |  | (89,644 | )                                   |  |  | (22,934 | )
|Total tax charge (credit)                                                                           |  |                                     | 50,749  |   |                                     |  | (85,330 | )                                   |  |  | (22,331 | )

Corporation tax is calculated at 24.5% (2011: 26.5%; 2010: 28.0%); of the estimated assessable loss for the period.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

The credit for the period can be reconciled to the Profit (loss) per the income statement as follows:



|                                                                                                                                   |  |                                |         |   |                                |  |       |                                |  |  |         |   |  |       |       |   |   |  |         |   |  |  |       |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ------------------------------ |  | ----- | ------------------------------ |  |  | ------- | - |  | ----- | ----- | - | - |  | ------- | - |  |  | ----- | -
|                                                                                                                                   |  | 52 weeks ended28 December 2012 |         |   | 52 weeks ended30 December 2011 |  |       | 52 weeks ended31 December 2010 | 
|                                                                                                                                   |  | $000                          |         |   | %                              |  |       | $000                          |  |  | %       |   |  | $000 |       |   | % | 
|Profit/(Loss) before tax                                                                                                           |  |                                | 101,982 |   |                                |  | 100.0 |                                |  |  | (51,464 | ) |  |       | 100.0 |   |   |  | (5,705  | ) |  |  | 100.0 |  
|Tax at the UK corporation tax rate of 24.5% (2011: 26.5%, 2010: 28%)                                                               |  |                                | 24,984  |   |                                |  | 24.5  |                                |  |  | (13,638 | ) |  |       | 26.5  |   |   |  | (1,597  | ) |  |  | 28.0  |  
|Tax benefit of research and development expenditure                                                                                |  |                                | (11,456 | ) |                                |  | (11.2 | )                              |  |  | (7,529  | ) |  |       | 14.6  |   |   |  | (7,337  | ) |  |  | 128.6 |  
|Effect of different tax rates of subsidiaries operating in other tax jurisdictions                                                 |  |                                | 6,834   |   |                                |  | 6.7   |                                |  |  | 5,441   |   |  |       | (10.6 | ) |   |  | (10,908 | ) |  |  | 191.2 |  
|Adjustments to tax charge in respect of prior years                                                                                |  |                                | 3,154   |   |                                |  | 3.1   |                                |  |  | (4,801  | ) |  |       | 9.3   |   |   |  | 952     |   |  |  | (16.7 | )
|Effect of tax holidays in foreign jurisdictions                                                                                    |  |                                |        |   |                                |  |      |                                |  |  |        |   |  |       |      |   |   |  | (450    | ) |  |  | 7.9   |  
|Non-deductible expenses                                                                                                            |  |                                | 8,736   |   |                                |  | 8.6   |                                |  |  | 8,027   |   |  |       | (15.6 | ) |   |  | 3,602   |   |  |  | (63.1 | )
|Recognition of previously unrecognized tax losses and temporary differences                                                        |  |                                | (16,456 | ) |                                |  | (16.1 | )                              |  |  | (78,664 | ) |  |       | 152.9 |   |   |  | (12,172 | ) |  |  | 213.2 |  
|Current year tax losses not recognised                                                                                             |  |                                | 9,626   |   |                                |  | 9.4   |                                |  |  | 3,091   |   |  |       | (6.0  | ) |   |  |        |   |  |  |      |  
|Deferred tax rate change                                                                                                           |  |                                | 1,817   |   |                                |  | 1.8   |                                |  |  | 1,843   |   |  |       | (3.6  | ) |   |  | 531     |   |  |  | (9.3  | )
|De-recognition of tax losses                                                                                                       |  |                                |        |   |                                |  |      |                                |  |  | 900     |   |  |       | (1.7  | ) |   |  | 5,048   |   |  |  | (88.4 | )
|Foreign witholding tax                                                                                                             |  |                                | 6,397   |   |                                |  | 6.3   |                                |  |  |        |   |  |       |      |   |   |  |        |   |  |  |      |  
|Non-deductible costs and goodwill disposal relating to the disposal of development
operations in handset connectivity and location |  |                                | 17,113  |   |                                |  | 16.7  |                                |  |  |        |   |  |       |      |   |   |  |        |   |  |  |      |  
|Tax charge (credit) and effective tax rate for the period                                                                          |  |                                | 50,749  |   |                                |  | 49.8  |                                |  |  | (85,330 | ) |  |       | 165.8 |   |   |  | (22,331 | ) |  |  | 391.4 |  

Finance Act 2012 enacted reductions in the UK corporation tax rate from 25% to 24% from 1 April 2012 and 23% from 1 April
2013. The effect of the new rate is to reduce the deferred tax asset by $1.9m.

An additional change to the main rate of UK corporation tax is proposed,
to reduce the rate to 22% by 1 April 2014 and 21% by 1 April 2015. These changes had not been substantially enacted by the Balance Sheet date and consequently, not included in these financial statements.

The effect of this decrease in the tax rate to 21% on the Groups deferred tax assets has been assessed and the impact is a reduction in the deferred tax asset
of $469,794 (2011: $2,675,547).

In addition to the amounts charged to the income statement, the following amounts relating to tax have been recognised
directly in other comprehensive income:



|                                                                         |  |                                     |        |   |                                     |  |       |                                     |  |  |      |  
|------------------------------------------------------------------------ |  | ----------------------------------- | ------ | - | ----------------------------------- |  | ----- | ----------------------------------- |  |  | ---- | -
|Deferred tax                                                             |  | 52 weeks ended28 December 2012$000 |        |   | 52 weeks ended30 December 2011$000 |  |       | 52 weeks ended31 December 2010$000 | 
|Arising on income and expenses recognised in other comprehensive income: |  |                                     |        |   |                                     |  |       |                                     |  |  |      |  
|Net tax on cash flow hedges                                              |  |                                     | (1,210 | ) |                                     |  | (427  | )                                   |  |  | 870  |  
|Reclassifications from equity to profit or loss:                         |  |                                     |        |   |                                     |  |       |                                     |  |  |      |  
|Relating to cash flow hedges                                             |  |                                     | 253    |   |                                     |  | 1,080 |                                     |  |  | (199 | )
|Total income tax recognised directly in other comprehensive income       |  |                                     | (957   | ) |                                     |  | 653   |                                     |  |  | 671  |  



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|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Financial statements



In addition to the amount charged to the income statement and other comprehensive
income, the following amounts relating to tax have been recognised directly in equity:



|                                                           |  |                                     |     |  |                                     |  |      |                                     |  |  |     | 
|---------------------------------------------------------- |  | ----------------------------------- | --- |  | ----------------------------------- |  | ---- | ----------------------------------- |  |  | --- | 
|Current tax                                                |  | 52 weeks ended28 December 2012$000 |     |  | 52 weeks ended30 December 2011$000 |  |      | 52 weeks ended31 December 2010$000 | 
|Current tax benefit taken to equity on share option gains. |  |                                     |    |  |                                     |  | 162  |                                     |  |  |    | 
|Deferred tax                                               |  |                                     |     |  |                                     |  |      |                                     |  |  |     | 
|Deferred tax benefit (reduction) on share option gains     |  |                                     | 573 |  |                                     |  | (645 | )                                   |  |  | 182 | 
|Total income tax recognised directly in equity             |  |                                     | 573 |  |                                     |  | (483 | )                                   |  |  | 182 | 

15. Earnings Per Share

The calculations of earnings per share are based on the following data:



|                                                             |  |                                     |             |  |                                     |  |             |                                     |  |  |             | 
|------------------------------------------------------------ |  | ----------------------------------- | ----------- |  | ----------------------------------- |  | ----------- | ----------------------------------- |  |  | ----------- | 
|Earnings                                                     |  | 52 weeks ended28 December 2012$000 |             |  | 52 weeks ended30 December 2011$000 |  |             | 52 weeks ended31 December 2010$000 | 
|Profit for the period                                        |  |                                     | 51,233      |  |                                     |  | 33,866      |                                     |  |  | 16,626      | 
|                                                             |  |                                     |            
|Number of shares                                             |  | Number of shares                    |             |  | Number of shares                    |  |             | Number of shares                    | 
|Weighted average number of shares:                           |  |                                     |             |  |                                     |  |             |                                     |  |  |             | 
|For basic earnings per share                                 |  |                                     | 197,238,649 |  |                                     |  | 178,198,771 |                                     |  |  | 178,074,862 | 
|Effect of dilutive potential ordinary shares  share options |  |                                     | 5,992,855   |  |                                     |  | 3,195,201   |                                     |  |  | 2,959,012   | 
|For diluted earnings per share                               |  |                                     | 203,231,504 |  |                                     |  | 181,393,972 |                                     |  |  | 181,033,874 | 

16. Goodwill



|                                                                                                |  |       |          |  
|----------------------------------------------------------------------------------------------- |  | ----- | -------- | -
|Cost                                                                                            |  | $000 |         
|At 31 December 2010                                                                             |  |       | 261,558  |  
|Recognised on acquisition of Zoran Corporation (note 39)                                        |  |       | 108,098  |  
|At 30 December 2011                                                                             |  |       | 369,656  |  
|Derecognised on disposal of development operations in handset connectivity and handset location |  |       | (151,477 | )
|Adjustment to Goodwill recognised on acquisition of Zoran
Corporation                           |  |       | 605      |  
|At 28 December 2012                                                                             |  |       | 218,784  |  
|                                                                                                | 
|Accumulated impairment losses                                                                   |  |       |          |  
|At 31 December 2010, 30 December 2011 and 28 December
2012                                      |  |       | (36,907  | )
|Carrying Amount                                                                                 |  |       |          |  
|At 28 December 2012                                                                             |  |       | 181,877  |  
|At 30 December 2011                                                                             |  |       | 332,749  |  
|At 31 December 2010                                                                             |  |       | 224,651  |  

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units that are expected to benefit
from that business combination. Further disclosures are provided below for all cash generating units where the Group holds an individual goodwill item relating to a CGU which is significant, which management considers to be 10% of the total net book
value in comparison with the Groups total carrying value of goodwill, or, where there are no significant allocations of goodwill at a lower level, for groups of cash generating units within a reportable segment. The carrying amount of goodwill
has been allocated as follows:



|                                              |  |                       |         |  |                       |  |         | 
|--------------------------------------------- |  | --------------------- | ------- |  | --------------------- |  | ------- | 
|Reportable segments and cash generating units |  | 28 December 2012$000 |         |  | 30 December 2011$000 | 
| Automotive Business Group                   |  |                       | 51,404  |  |                       |  | 51,404  | 
| Consumer Business Group                     |  |                       |         |  |                       |  |         | 
|Printers                                      |  |                       | 58,161  |  |                       |  | 57,840  | 
|Cameras                                       |  |                       | 50,537  |  |                       |  | 50,258  | 
|Other Consumer CGUs                           |  |                       | 9,505   |  |                       |  | 12,770  | 
| Voice & Music Business Group                |  |                       | 12,270  |  |                       |  | 9,000   | 
| Legacy Product Group                        |  |                       |        |  |                       |  | 151,477 | 
|                                              |  |                       | 181,877 |  |                       |  | 332,749 | 

Goodwill of $ 151.5 million allocated to the Legacy product group cash generating unit was derecognised following the disposal
of development operations in handset connectivity and handset location to Samsung during 2012. There is now no goodwill allocated to this cash generating unit.

Goodwill of $108.7 million was recognised on the acquisition of Zoran during 2011, of which $0.6m was recognised due to a change in the fair value of assets acquired identified during 2012. Of the total goodwill,
$50.5 million was allocated to the Cameras cash generating unit and $58.2 million was allocated to the Printers cash generating units based on the relative fair value of these cash generating units. Following this acquisition and the subsequent
announcement that the Group would discontinue investment in digital television systems-on-a-chip and in silicon tuners, an internal reorganisation was completed which affected the cash generating units of the Group. Goodwill balances present at
the time of the acquisition were reallocated to new cash generating units or to groups of cash generating units where they represented the lowest level at which goodwill was monitored.

In 2010 goodwill of $3.2 million was recognised on the acquisition of APT Licencing Limited and was allocated to the Consumer cash generating unit (which at the time excluded Printers), as this unit was expected to
realise the benefits of the acquisition.



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Financial statements

Notes to the consolidated financial statements continued



The Group tests goodwill for impairment on an annual basis or more frequently if there are indications that goodwill might be impaired. At various times during 2012, the net assets of the Group have exceeded its
market capitalisation and management have performed additional impairment testing. Following the tests throughout the year and the annual impairment test which takes place in the fourth quarter of each year, it was determined that no impairment of
goodwill is required.

Estimation Methodology

The recoverable amounts of the Groups CGUs are determined from value in use calculations based upon cash flow forecasts derived from the most recent financial budget approved by management and the Board of
Directors for the next year and longer range financial plans covering the subsequent four years that have been reviewed and approved by management and the Board of Directors. The key assumptions for the value in use calculations are those regarding
the growth in future sales, projected production costs, operating expenditures, the discount rates and terminal growth rates.

Future sales are estimated
based on recent reports on the markets the Group operates in, produced by independent analysts and containing estimates for market size for a number of different technologies in different end markets. These external estimates are compared with
internal estimates to produce a considered view of available market size and likely market shares. Management uses this information, combined with internal customer specific information regarding design wins, projected changes in market share
based on current positions and forecast technology penetration rates, to derive its best assessment of the future sales and gross margins. A terminal value is included for the period beyond five years from the balance sheet date based upon the
estimated cashflows in the fifth year and a terminal growth rate.

Variation in selling prices and direct costs are based on well established trends in
the semiconductor industry as well as managements experience of how pricing and direct costs vary over a products lifecycle, incorporating the impacts of already quoted selling prices and the result of discussions with suppliers on
future direct cost movements.

Projected operating expenditures are consistent with the long term operating model of the Group, specifically R&D
expense of approximately 25% (2011: 23%; 2010: 20%) of revenue and SG&A expense of around 12% (2011: 10%; 2010: 10%) of revenue. Approved forecasts assume the Group reaches these ratios over a period of a number of years. The actual operating
costs for the group were 52% in 2012 (2011: 44%), with the full-year absorption of the Zoran cost base only partially offset by synergy savings achieved during the year. Changes in selling prices and direct costs are based on past practices and
expectations of future changes in the market.

Management estimates discount rates using pre-tax rates that reflect current market assessments of the
time value of money and the risks specific to the group, specifically using a weighted average cost of capital and estimating risk free rates based on US Treasury Bonds, using published equity betas for the group and making a reasonable estimate of
the Equity Risk Premium. Management has concluded that it is appropriate to use a pre tax discount rate of 11.7%, which fully reflects the risk profile of the Group. In the prior period, management concluded that it was appropriate to use a
different discount rate for the former CSR and the former Zoran businesses, reflecting their differing level of confidence that risk is fully incorporated into the forecast cash flows.

Within the former CSR business, as the forecast cash flows had been adjusted for the risks specific to each cash generating unit, with the discount rate reflecting the risk specific to the former CSR business as a
whole, the pre-tax rate used to discount the forecast cash flows was 11%. Within the former Zoran business, management attached a greater degree of risk to the acquired cash generating units, the pre-tax rate used to discount the forecast cash flows
was 13%. This has been calculated on a basis which is consistent with the assumptions used in valuing the acquired intangible assets, as outlined in note 39.

During 2012 management reviewed the long term growth rates in the markets in which the Group operates; as much of our business operates in Asian markets where growth rates are typically higher it was concluded that
3.5% was an appropriate terminal growth rate to use across the business (2011: 3.5%). While growth rates have fallen globally due to the macro economic situation, this rate is below the long term growth rate projected for our major markets.

The estimation methodology is the same for all cash generating units.

The Group has conducted sensitivity analysis on a variety of scenarios when completing the annual impairment review. The directors have concluded that there are no cash generating units where reasonably possible
changes in assumptions would cause the carrying amount of goodwill to exceed value in use.



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|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Financial statements



17. Other Intangible Assets



|                                        |  |                                    |       |  |                  |  |       |                                   |  |  |                                                 |  |  |                                         |         |   |                                               |  |        |                                         |  |  |            |   |  |  |       |   |  |  |         |  
|--------------------------------------- |  | ---------------------------------- | ----- |  | ---------------- |  | ----- | --------------------------------- |  |  | ----------------------------------------------- |  |  | --------------------------------------- | ------- | - | --------------------------------------------- |  | ------ | --------------------------------------- |  |  | ---------- | - |  |  | ----- | - |  |  | ------- | -
|                                        |  | InternallyDevelopedTechnology$000 |       |  | Trade names$000 |  |       | PurchasedDevelopedTechnology$000 |  |  | Purchasedin processresearch anddevelopment$000 |  |  | Customercontracts andrelationships$000 |         |   | Softwarelicences andintellectualproperty$000 |  |        | Assets in thecourse ofconstruction$000 |  |  | Total$000 |  
|Cost                                    |  |                                    |       |  |                  |  |       |                                   |  |  |                                                 |  |  |                                         |         |   |                                               |  |        |                                         |  |  |            |   |  |  |       |   |  |  |         |  
|At 31 December 2010                     |  |                                    | 4,723 |  |                  |  | 2,450 |                                   |  |  | 12,800                                          |  |  |                                         | 41,250  |   |                                               |  | 14,200 |                                         |  |  | 22,475     |   |  |  | 1,175 |   |  |  | 99,073  |  
|Additions                               |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | 19,341     |   |  |  |      |   |  |  | 19,341  |  
|Disposals                               |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         | (13,400 | ) |                                               |  | (2,000 | )                                       |  |  |           |   |  |  | (87   | ) |  |  | (15,487 | )
|Transfers                               |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | 782        |   |  |  | (782  | ) |  |  |        |  
|Acquired with acquisition of subsidiary |  |                                    |      |  |                  |  | 3,060 |                                   |  |  | 51,380                                          |  |  |                                         | 9,240   |   |                                               |  | 35,077 |                                         |  |  | 493        |   |  |  | 26    |   |  |  | 99,276  |  
|At 30 December 2011                     |  |                                    | 4,723 |  |                  |  | 5,510 |                                   |  |  | 64,180                                          |  |  |                                         | 37,090  |   |                                               |  | 47,277 |                                         |  |  | 43,091     |   |  |  | 332   |   |  |  | 202,203 |  
|Additions                               |  |                                    |      |  |                  |  |      |                                   |  |  | 250                                             |  |  |                                         | 3,540   |   |                                               |  |       |                                         |  |  | 25,216     |   |  |  | 118   |   |  |  | 29,124  |  
|Disposals                               |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | (189       | ) |  |  |      |   |  |  | (189    | )
|Disposal of development operations      |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | (2,700     | ) |  |  |      |   |  |  | (2,700  | )
|Transfers                               |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | 160        |   |  |  | (160  | ) |  |  |        |  
|At 28 December 2012                     |  |                                    | 4,723 |  |                  |  | 5,510 |                                   |  |  | 64,430                                          |  |  |                                         | 40,630  |   |                                               |  | 47,277 |                                         |  |  | 65,578     |   |  |  | 290   |   |  |  | 228,438 |  
|Amortisation                            |  |                                    |       |  |                  |  |       |                                   |  |  |                                                 |  |  |                                         |         |   |                                               |  |        |                                         |  |  |            |   |  |  |       |   |  |  |         |  
|At 31 December 2010                     |  |                                    | 1,568 |  |                  |  | 1,770 |                                   |  |  | 6,047                                           |  |  |                                         | 33,587  |   |                                               |  | 6,804  |                                         |  |  | 13,227     |   |  |  |      |   |  |  | 63,003  |  
|Charge for the year                     |  |                                    | 1,526 |  |                  |  | 805   |                                   |  |  | 6,383                                           |  |  |                                         | 6,501   |   |                                               |  | 4,994  |                                         |  |  | 6,144      |   |  |  |      |   |  |  | 26,353  |  
|Impairment loss                         |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         | 500     |   |                                               |  |       |                                         |  |  |           |   |  |  |      |   |  |  | 500     |  
|Disposals                               |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         | (13,400 | ) |                                               |  | (2,000 | )                                       |  |  |           |   |  |  |      |   |  |  | (15,400 | )
|At 30 December 2011                     |  |                                    | 3,094 |  |                  |  | 2,575 |                                   |  |  | 12,430                                          |  |  |                                         | 27,188  |   |                                               |  | 9,798  |                                         |  |  | 19,371     |   |  |  |      |   |  |  | 74,456  |  
|Charge for the year                     |  |                                    | 1,392 |  |                  |  | 802   |                                   |  |  | 10,195                                          |  |  |                                         | 3,855   |   |                                               |  | 7,879  |                                         |  |  | 6,362      |   |  |  |      |   |  |  | 30,485  |  
|Impairment loss                         |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | 2,300      |   |  |  |      |   |  |  | 2,300   |  
|Disposals                               |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | (189       | ) |  |  |      |   |  |  | (189    | )
|Disposal of development operations (1)  |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         | 713     |   |                                               |  |       |                                         |  |  |           |   |  |  |      |   |  |  | 713     |  
|Transfers                               |  |                                    | 237   |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | (237       | ) |  |  |      |   |  |  |        |  
|At 28 December 2012                     |  |                                    | 4,723 |  |                  |  | 3,377 |                                   |  |  | 22,625                                          |  |  |                                         | 31,756  |   |                                               |  | 17,677 |                                         |  |  | 27,607     |   |  |  |      |   |  |  | 107,765 |  
|Carrying amount                         |  |                                    |       |  |                  |  |       |                                   |  |  |                                                 |  |  |                                         |         |   |                                               |  |        |                                         |  |  |            |   |  |  |       |   |  |  |         |  
|At 28 December 2012                     |  |                                    |      |  |                  |  | 2,133 |                                   |  |  | 41,805                                          |  |  |                                         | 8,874   |   |                                               |  | 29,600 |                                         |  |  | 37,971     |   |  |  | 290   |   |  |  | 120,673 |  
|At 30 December 2011                     |  |                                    | 1,629 |  |                  |  | 2,935 |                                   |  |  | 51,750                                          |  |  |                                         | 9,902   |   |                                               |  | 37,479 |                                         |  |  | 23,720     |   |  |  | 332   |   |  |  | 127,747 |  
|At 31 December 2010                     |  |                                    | 3,155 |  |                  |  | 680   |                                   |  |  | 6,753                                           |  |  |                                         | 7,663   |   |                                               |  | 7,396  |                                         |  |  | 9,248      |   |  |  | 1,175 |   |  |  | 36,070  |  
|Leased assets included above:           |  |                                    |       |  |                  |  |       |                                   |  |  |                                                 |  |  |                                         |         |   |                                               |  |        |                                         |  |  |            |   |  |  |       |   |  |  |         |  
|At 28 December 2012                     |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | 1,099      |   |  |  |      |   |  |  | 1,099   |  
|At 30 December 2011                     |  |                                    |      |  |                  |  |      |                                   |  |  |                                                |  |  |                                         |        |   |                                               |  |       |                                         |  |  | 237        |   |  |  |      |   |  |  | 237     |  



|(1) | this relates to accelerated amortisation on assets as part of the disposal of development operations.
|--- | -----------------------------------------------------------------------------------------------------

The impairment charge of $2.3 million (which is included within Integration and restructuring costs as disclosed in note 33) is in relation to certain CCL Licenses held by the Group. Following the disposal of
development operations in handset connectivity and location, management reassessed the carrying value of its intangible assets associated with the Handsets business line, now within the Legacy Product Group. It was identified that the carrying
amount of these assets was no longer recoverable and the assets have been fully impaired accordingly.

In the first quarter of 2012, the Group purchased
capabilities in digital class D audio amplifier technology from Diodes Inc. An addition of $0.3m in Purchased Developed Technology and an addition of $2.5 million in Purchased in Process Research & Development was recognised as a
consequence of this transaction.

The impairment charge of $0.5 million (this is included within Integration and restructuring in note 33), recognised in
the 52 week period ended 30 December 2011, is in relation to intangibles acquired as part of the acquisition of Zoran Corporation. Following the public announcement of the discontinuation of the Groups investment in both Digital TV and
silicon tuners, management reassessed the valuation of the intangible assets associated with the Legacy Product Group. It had been identified that the carrying amount of certain of these assets was not fully recoverable and accordingly an impairment
charge had been recognised in the prior period.

In the first quarter of 2011, along with other wireless semiconductor companies, CSR negotiated a
confidential settlement agreement with Wi-LAN to dismiss all litigation against CSR and its customers and obtain a multi-year licensing arrangement with respect to Wi-LANs wireless patent portfolio, resulting in an increase in software
licences and purchased intellectual property during the prior period.

At 28 December 2012, the Group had entered into contractual commitments for
the acquisition of other intangible assets amounting to $nil (2011: $nil).



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##### Table of Contents

Financial statements

Notes to the consolidated financial statements continued



18. Property, Plant and Equipment



|                                        |  |                    |        |   |                            |  |        |                            |  |  |                        |   |  |                      |        |   |            |  |       |   |  |  |         |  
|--------------------------------------- |  | ------------------ | ------ | - | -------------------------- |  | ------ | -------------------------- |  |  | ---------------------- | - |  | -------------------- | ------ | - | ---------- |  | ----- | - |  |  | ------- | -
|                                        |  | Testequipment$000 |        |   | Leaseholdimprovements$000 |  |        | Furnitureand fittings$000 |  |  | Computerequipment$000 |   |  | Officeequipment$000 |        |   | Total$000 | 
|Cost                                    |  |                    |        |   |                            |  |        |                            |  |  |                        |   |  |                      |        |   |            |  |       |   |  |  |         |  
|At 31 December 2010                     |  |                    | 85,295 |   |                            |  | 9,660  |                            |  |  | 4,049                  |   |  |                      | 25,352 |   |            |  | 3,783 |   |  |  | 128,139 |  
|Additions                               |  |                    | 8,636  |   |                            |  | 2,218  |                            |  |  | 539                    |   |  |                      | 3,147  |   |            |  | 399   |   |  |  | 14,939  |  
|Disposals                               |  |                    | (403   | ) |                            |  | (1,128 | )                          |  |  | (152                   | ) |  |                      | (3,262 | ) |            |  | (67   | ) |  |  | (5,012  | )
|Acquired with acquisition of subsidiary |  |                    | 6,362  |   |                            |  | 1,075  |                            |  |  | 620                    |   |  |                      | 4,335  |   |            |  | 59    |   |  |  | 12,451  |  
|At 30 December 2011                     |  |                    | 99,890 |   |                            |  | 11,825 |                            |  |  | 5,056                  |   |  |                      | 29,572 |   |            |  | 4,174 |   |  |  | 150,517 |  
|Additions                               |  |                    | 6,355  |   |                            |  | 1,534  |                            |  |  | 707                    |   |  |                      | 2,737  |   |            |  | 686   |   |  |  | 12,019  |  
|Disposals                               |  |                    | (861   | ) |                            |  | (1,749 | )                          |  |  | (2,249                 | ) |  |                      | (2,059 | ) |            |  | (324  | ) |  |  | (7,242  | )
|Disposal of development operations      |  |                    | (9,574 | ) |                            |  | (52    | )                          |  |  | (429                   | ) |  |                      | (618   | ) |            |  | (32   | ) |  |  | (10,705 | )
|At 28 December 2012                     |  |                    | 95,810 |   |                            |  | 11,558 |                            |  |  | 3,085                  |   |  |                      | 29,632 |   |            |  | 4,504 |   |  |  | 144,589 |  
|Depreciation                            |  |                    |        |   |                            |  |        |                            |  |  |                        |   |  |                      |        |   |            |  |       |   |  |  |         |  
|At 31 December 2010                     |  |                    | 66,475 |   |                            |  | 6,618  |                            |  |  | 2,950                  |   |  |                      | 21,638 |   |            |  | 2,104 |   |  |  | 99,785  |  
|Charge for the year                     |  |                    | 11,106 |   |                            |  | 1,977  |                            |  |  | 670                    |   |  |                      | 3,994  |   |            |  | 624   |   |  |  | 18,371  |  
|Impairment loss                         |  |                    | 1,253  |   |                            |  | 7      |                            |  |  | 6                      |   |  |                      | 510    |   |            |  |      |   |  |  | 1,776   |  
|Disposals                               |  |                    | (371   | ) |                            |  | (327   | )                          |  |  | (126                   | ) |  |                      | (3,025 | ) |            |  | (86   | ) |  |  | (3,935  | )
|At 30 December 2011                     |  |                    | 78,463 |   |                            |  | 8,275  |                            |  |  | 3,500                  |   |  |                      | 23,117 |   |            |  | 2,642 |   |  |  | 115,997 |  
|Charge for the year                     |  |                    | 10,168 |   |                            |  | 2,237  |                            |  |  | 426                    |   |  |                      | 2,710  |   |            |  | 630   |   |  |  | 16,171  |  
|Disposals                               |  |                    | (796   | ) |                            |  | (1,471 | )                          |  |  | (1,779                 | ) |  |                      | (2,043 | ) |            |  | (237  | ) |  |  | (6,326  | )
|Disposal of development operations      |  |                    | (6,620 | ) |                            |  | (9     | )                          |  |  | (387                   | ) |  |                      | (586   | ) |            |  |      |   |  |  | (7,602  | )
|At 28 December 2012                     |  |                    | 81,215 |   |                            |  | 9,032  |                            |  |  | 1,760                  |   |  |                      | 23,198 |   |            |  | 3,035 |   |  |  | 118,240 |  
|Carrying amount                         |  |                    |        |   |                            |  |        |                            |  |  |                        |   |  |                      |        |   |            |  |       |   |  |  |         |  
|At 28 December 2012                     |  |                    | 14,595 |   |                            |  | 2,526  |                            |  |  | 1,325                  |   |  |                      | 6,434  |   |            |  | 1,469 |   |  |  | 26,349  |  
|At 30 December 2011                     |  |                    | 21,427 |   |                            |  | 3,550  |                            |  |  | 1,556                  |   |  |                      | 6,455  |   |            |  | 1,532 |   |  |  | 34,520  |  
|At 31 December 2010                     |  |                    | 18,820 |   |                            |  | 3,042  |                            |  |  | 1,099                  |   |  |                      | 3,714  |   |            |  | 1,679 |   |  |  | 28,354  |  
|Leased assets included above:           |  |                    |        |   |                            |  |        |                            |  |  |                        |   |  |                      |        |   |            |  |       |   |  |  |         |  
|Carrying amount                         |  |                    |        |   |                            |  |        |                            |  |  |                        |   |  |                      |        |   |            |  |       |   |  |  |         |  
|At 28 December 2012                     |  |                    |       |   |                            |  |       |                            |  |  |                       |   |  |                      |       |   |            |  | 127   |   |  |  | 127     |  
|At 30 December 2011                     |  |                    |       |   |                            |  |       |                            |  |  |                       |   |  |                      |       |   |            |  | 238   |   |  |  | 238     |  

The impairment charge of $1.8 million recorded within the prior year comparatives (which is part of the Integration and
Restructuring expense discussed in note 33) is in relation to items of property plant and equipment associated with the Legacy Product Group. As a consequence of the decision to discontinue the investment in both Digital TV and silicon tuners, these
items were no longer required and accordingly an impairment charge was recognised in the prior period.

At 28 December 2012, the Group had entered
into contractual commitments for the acquisition of property, plant and equipment amounting to $930,000 (30 December 2011: $1,030,000).

19. Investments



|                                                     |  |                       |       |  |                       |  |       | 
|---------------------------------------------------- |  | --------------------- | ----- |  | --------------------- |  | ----- | 
|Available for sale investments carried at fair value |  | 28 December 2012$000 |       |  | 30 December 2011$000 | 
|Shares in unquoted equity securities                 |  |                       | 3,719 |  |                       |  | 3,610 | 

20. Long-term assets



| |  |                       |        |  |                       |  |   | 
| |  | --------------------- | ------ |  | --------------------- |  | - | 
| |  | 28 December 2012$000 |        |  | 30 December 2011$000 | 
| |  |                       | 31,000 |  |                       |  |  | 

As part of the disposal of development operations in handset connectivity and location, $31 million of the cash consideration was
not received directly into CSR, but was placed by Samsung into an escrow account for use against future potential warranty claims from third parties. CSR has full rights over this cash, which will revert to CSR if unused after 36
months.

The escrow account will be closed in October 2015, which is 36 months after the disposal of the development operations in handset connectivity
and location, unless there are open and unsettled claims, in which case funds will be retained within the escrow account to settle these. Any new claims arising after 36 months will be settled by Samsung, with no further liability to the Group.
There were no claims, either filed or outstanding, at the Balance Sheet date.

The Group has rights over any interest arising on the balance in escrow
account and hence there is no requirement to discount the long term asset.



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|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Financial statements



The amounts held in escrow have been included as a component of the consideration for
the disposal of development operations in handset connectivity and location, see note 38.

21. Inventories



|                 |  |                       |        |  |                       |  |         | 
|---------------- |  | --------------------- | ------ |  | --------------------- |  | ------- | 
|                 |  | 28 December 2012$000 |        |  | 30 December 2011$000 | 
|Raw materials    |  |                       | 25,973 |  |                       |  | 36,631  | 
|Work in progress |  |                       | 23,016 |  |                       |  | 22,576  | 
|Finished goods   |  |                       | 38,861 |  |                       |  | 61,140  | 
|                 |  |                       | 87,850 |  |                       |  | 120,347 | 

22. Other Financial Assets



|                                                  |  |                       |         |  |                       |  |         | 
|------------------------------------------------- |  | --------------------- | ------- |  | --------------------- |  | ------- | 
|Trade and other receivables                       |  | 28 December 2012$000 |         |  | 30 December 2011$000 | 
|Amounts receivable for sale of goods and software |  |                       | 80,003  |  |                       |  | 86,144  | 
|Amounts receivable for royalties                  |  |                       | 14,926  |  |                       |  | 12,344  | 
|Total trade receivables                           |  |                       | 94,929  |  |                       |  | 98,488  | 
|VAT                                               |  |                       | 2,810   |  |                       |  | 3,432   | 
|Other debtors                                     |  |                       | 5,897   |  |                       |  | 5,534   | 
|Prepayments and accrued income                    |  |                       | 14,070  |  |                       |  | 16,343  | 
|                                                  |  |                       | 117,706 |  |                       |  | 123,797 | 

The average credit period taken on trade receivables is 39 days (30 December 2011: 40 days). A specific allowance has been made for
estimated irrecoverable amounts within trade receivables of $449,000 (30 December 2011: $156,000). This allowance has been determined by reference to past default experience. An allowance for credit notes and price adjustments has also been made
within trade receivables of $350,000 (30 December 2011: $400,000).

Before accepting any new customers, the Group uses a credit scoring system to assess
the potential customers credit quality and define credit limits by customer. Credit limits and credit quality are regularly reviewed. It is the policy of the Group to only transact with creditworthy entities to mitigate the risk of default
associated with trade receivables. The Group provides for trade receivables based on amounts estimated as irrecoverable determined by reference to past default experience.

The directors consider that the carrying amount of trade and other receivables approximates to their fair value.

Cash and Cash Equivalents

Bank balances and cash comprise cash held by the Group and short term bank
deposits with an original maturity of three months or less. The carrying amount of these assets approximates to their fair value.

Treasury Deposits and Investment

Treasury deposits
and investments represent bank deposits and obligations of the United States treasury with an original maturity of over three months. Some of these amounts are held as FVTPL assets (see note 36).

Credit Risk

The Groups principal financial
assets are bank balances and cash, treasury deposits and trade and other receivables.

The credit risk on liquid funds and derivative financial
instruments is actively managed to limit the associated risk and counterparties are banks with high credit ratings assigned by international credit rating agencies.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was:



|                                  |  |                       |         |  |                       |  |         | 
|--------------------------------- |  | --------------------- | ------- |  | --------------------- |  | ------- | 
|                                  |  | 28 December 2012$000 |         |  | 30 December 2011$000 | 
|Total trade receivables           |  |                       | 94,929  |  |                       |  | 98,488  | 
|VAT and other debtors             |  |                       | 8,707   |  |                       |  | 8,966   | 
|Cash and cash equivalents         |  |                       | 314,760 |  |                       |  | 211,907 | 
|Treasury deposits and investments |  |                       | 18,491  |  |                       |  | 65,938  | 
|Derivative financial instruments  |  |                       | 2,702   |  |                       |  | 148     | 
|                                  |  |                       | 439,589 |  |                       |  | 385,447 | 

The maximum exposure to credit risk for total trade receivables at the reporting date by geographic region was:



|       |  |                       |        |  |                       |  |        | 
|------ |  | --------------------- | ------ |  | --------------------- |  | ------ | 
|       |  | 28 December 2012$000 |        |  | 30 December 2011$000 | 
|Europe |  |                       | 11,597 |  |                       |  | 6,083  | 
|USA    |  |                       | 11,202 |  |                       |  | 9,079  | 
|Asia   |  |                       | 70,177 |  |                       |  | 78,149 | 
|Other  |  |                       | 1,953  |  |                       |  | 5,177  | 
|       |  |                       | 94,929 |  |                       |  | 98,488 | 

The Groups exposure to credit risk is spread over a number of counterparties and customers with limited concentrations.



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##### Table of Contents

Financial statements

Notes to the consolidated financial statements continued



The Groups largest customer accounts for $7.9 million of trade receivables at 28 December 2012 (30 December 2011: $8.7 million).

Impairment Losses

The aging of total trade receivables at the reporting date was:



|                            |  |                            |        |  |                                 |  |      |                            |  |  |                                 |  |  |  |      |  
|--------------------------- |  | -------------------------- | ------ |  | ------------------------------- |  | ---- | -------------------------- |  |  | ------------------------------- |  |  |  | ---- | -
|                            |  | Gross28 December 2012$000 |        |  | Impairment28 December 2012$000 |  |      | Gross30 December 2011$000 |  |  | Impairment30 December 2011$000 | 
|Not past due                |  |                            | 91,839 |  |                                 |  | (516 | )                          |  |  | 89,082                          |  |  |  | (200 | )
|Past due 1  30 days        |  |                            | 2,969  |  |                                 |  | (175 | )                          |  |  | 8,051                           |  |  |  | (200 | )
|Past due 31  60 days       |  |                            | 432    |  |                                 |  |     |                            |  |  | 1,199                           |  |  |  |     |  
|Past due 61  90 days       |  |                            | 160    |  |                                 |  | (28  | )                          |  |  | 248                             |  |  |  |     |  
|Past due 91  120 days      |  |                            | 9      |  |                                 |  |     |                            |  |  | 85                              |  |  |  |     |  
|More than 121 days past due |  |                            | 319    |  |                                 |  | (80  | )                          |  |  | 379                             |  |  |  | (156 | )
|                            |  |                            | 95,728 |  |                                 |  | (799 | )                          |  |  | 99,044                          |  |  |  | (556 | )

The movement in the allowances in respect of trade receivables during the period was as follows:



|                                       |  |                       |        |   |                       |  |        |  
|-------------------------------------- |  | --------------------- | ------ | - | --------------------- |  | ------ | -
|                                       |  | 28 December 2012$000 |        |   | 30 December 2011$000 | 
|Balance at the beginning of the period |  |                       | 556    |   |                       |  | 450    |  
|Utilised in the period                 |  |                       | (2,852 | ) |                       |  | (1,366 | )
|Additional provisions in the period    |  |                       | 3,095  |   |                       |  | 1,472  |  
|Balance at the end of the period       |  |                       | 799    |   |                       |  | 556    |  

Included in the Groups trade receivables balance are debtors with a carrying amount of $3.6 million (2011: $9.6 million) which
are past due but for which the Group has not provided, as there has been no significant change in the credit quality of the receivables and the amounts are still considered recoverable. $2.8 million of the past due but not provided trade receivables
were received within two weeks of the balance sheet date (2011: $6.8 million).

Based on past experience, the Group believes that no impairment allowance
is necessary in respect of trade receivables not past due, other than for credit notes or price adjustments.

23. Derivative Financial
Instruments

Currency Derivatives

The
Group utilises currency derivatives to hedge significant future transactions and cash flows. The instruments purchased are denominated in GBP.

At the
balance sheet date, the total notional amount of outstanding forward foreign exchange contracts, designated in hedging relationships, that the Group has committed is as below:



|                                   |  |                       |         |  |                       |  |         | 
|---------------------------------- |  | --------------------- | ------- |  | --------------------- |  | ------- | 
|                                   |  | 28 December 2012$000 |         |  | 30 December 2011$000 | 
|Forward foreign exchange contracts |  |                       | 100,641 |  |                       |  | 107,631 | 

These arrangements are designed to address significant exchange exposures for the next 12 months (2011: 15 months) and are renewed
on a rolling basis to cover between 11 and 15 months forward.

At the balance sheet date, the fair value of the Groups currency derivatives is
shown below:

Derivatives that are designated and effective as hedging instruments carried at fair value



|                                   |  |                       |       |  |                       |  |        |  
|---------------------------------- |  | --------------------- | ----- |  | --------------------- |  | ------ | -
|                                   |  | 28 December 2012$000 |       |  | 30 December 2011$000 | 
|Forward foreign exchange contracts |  |                       |       |  |                       |  |        |  
|Assets                             |  |                       | 2,496 |  |                       |  | 148    |  
|Liabilities                        |  |                       |      |  |                       |  | (1,550 | )
|                                   |  |                       | 2,496 |  |                       |  | (1,402 | )

The fair value of currency derivatives that are designated and effective as cash flow hedges amounting to a net asset of $2,496,000
(2011: net liability of $1,402,000) has been deferred in equity.

Net amounts of $49,000 (2011: $4,020,000; 2010: $1,231,000;) and $991,000 (2011:
$165,000; 2010: $85,000;) respectively have been transferred to operating expenses in the income statement and fixed assets in respect of contracts maturing in the period.



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##### Table of Contents

Financial statements



Financial assets/liabilities Carried at Fair Value Through Profit or
Loss (FVTPL)



|                                   |  |                       |     |  |                       |  |     |  
|---------------------------------- |  | --------------------- | --- |  | --------------------- |  | --- | -
|                                   |  | 28 December 2012$000 |     |  | 30 December 2011$000 | 
|Forward foreign exchange contracts |  |                       | 206 |  |                       |  | (35 | )

Further details of derivative financial instruments are given in note 36.

24. Deferred Tax

The following are the major deferred tax assets and liabilities recognised by the
Group and movements thereon during the period and prior reporting period:



|                                       |  |                                  |       |   |                         |  |       |                  |  |  |                              |   |  |                         |         |   |                                           |  |      |            |  |  |        |   |  |  |         |  
|-------------------------------------- |  | -------------------------------- | ----- | - | ----------------------- |  | ----- | ---------------- |  |  | ---------------------------- | - |  | ----------------------- | ------- | - | ----------------------------------------- |  | ---- | ---------- |  |  | ------ | - |  |  | ------- | -
|                                       |  | Property,plant andequipment$000 |       |   | Share-basedpayment$000 |  |       | Intangibles$000 |  |  | Taxlossesand R&Dcredits$000 |   |  | Hedgingdifferences$000 |         |   | Other short-termtemporarydifferences$000 |  |      | Total$000 | 
|At 31 December 2010                    |  |                                  | 903   |   |                         |  | 1,764 |                  |  |  | (8,088                       | ) |  |                         | 33,230  |   |                                           |  | (304 | )          |  |  | 611    |   |  |  | 28,116  |  
|Credit (charge) to income              |  |                                  | 8,229 |   |                         |  | (528  | )                |  |  | 5,990                        |   |  |                         | 52,403  |   |                                           |  |     |            |  |  | 25,393 |   |  |  | 91,487  |  
|(Charge) credit to equity              |  |                                  |      |   |                         |  | (645  | )                |  |  |                             |   |  |                         | 162     |   |                                           |  |     |            |  |  |       |   |  |  | (483    | )
|Credit to other comprehensive income   |  |                                  |      |   |                         |  |      |                  |  |  |                             |   |  |                         |        |   |                                           |  | 653  |            |  |  |       |   |  |  | 653     |  
|Acquisition of subsidiary              |  |                                  | 24    |   |                         |  |      |                  |  |  | (28,506                      | ) |  |                         | 27,680  |   |                                           |  |     |            |  |  | 1,380  |   |  |  | 578     |  
|Effect of change in tax rate  equity  |  |                                  |      |   |                         |  | 37    |                  |  |  |                             |   |  |                         | (114    | ) |                                           |  | 11   |            |  |  |       |   |  |  | (66     | )
|Effect of change in tax rate  income  |  |                                  | (462  | ) |                         |  | 30    |                  |  |  | 702                          |   |  |                         | (2,065  | ) |                                           |  |     |            |  |  | (48    | ) |  |  | (1,843  | )
|At 30 December 2011                    |  |                                  | 8,694 |   |                         |  | 658   |                  |  |  | (29,902                      | ) |  |                         | 111,296 |   |                                           |  | 360  |            |  |  | 27,336 |   |  |  | 118,442 |  
|(Charge) credit to income              |  |                                  | (264  | ) |                         |  | 1,673 |                  |  |  | 6,055                        |   |  |                         | (34,918 | ) |                                           |  |     |            |  |  | (4,916 | ) |  |  | (32,370 | )
|Credit to equity                       |  |                                  |      |   |                         |  | 573   |                  |  |  |                             |   |  |                         | 436     |   |                                           |  |     |            |  |  |       |   |  |  | 1,009   |  
|(Charge) to other comprehensive income |  |                                  |      |   |                         |  |      |                  |  |  |                             |   |  |                         |        |   |                                           |  | (957 | )          |  |  |       |   |  |  | (957    | )
|Effect of change in tax rate  equity  |  |                                  |      |   |                         |  | (35   | )                |  |  |                             |   |  |                         |        |   |                                           |  | 30   |            |  |  |       |   |  |  | (5      | )
|Effect of change in tax rate  income  |  |                                  | (683  | ) |                         |  | (155  | )                |  |  | 2,964                        |   |  |                         | (5,591  | ) |                                           |  |     |            |  |  | 1,648  |   |  |  | (1,817  | )
|At 28 December 2012                    |  |                                  | 7,747 |   |                         |  | 2,714 |                  |  |  | (20,883                      | ) |  |                         | 71,223  |   |                                           |  | (567 | )          |  |  | 24,068 |   |  |  | 84,302  |  

Certain deferred tax assets and liabilities have been offset where they relate to the same taxation authority and net settlement and
offset is permitted. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:



|                         |  |                       |        |   |                       |  |         | 
|------------------------ |  | --------------------- | ------ | - | --------------------- |  | ------- | 
|                         |  | 28 December 2012$000 |        |   | 30 December 2011$000 | 
|Deferred tax assets      |  |                       | 89,193 |   |                       |  | 118,442 | 
|Deferred tax liabilities |  |                       | (4,891 | ) |                       |  |        | 
|                         |  |                       | 84,302 |   |                       |  | 118,442 | 

At the balance sheet date, the Group has unused tax losses of $539,850,605 (2011: $551,303,822) and unused tax credits of
$33,945,792 (2011: $54,549,718) available for offset against future profits. A deferred tax asset has been recognised in respect of $220,215,473 (2011: $366,179,161) of the tax losses and $8,491,641 of tax credits (2011:$nil). No deferred tax asset
has been recognised in respect of the remaining unused tax losses of $319,635,132 (2011: $185,124,661) and unused tax credits of $25,454,151 (2011: $54,549,718) due to either a history of tax losses or it is not considered probable that there will
be sufficient future taxable profits to realise the benefit of deferred tax assets within certain subsidiary entities. Included in unrecognised tax losses and unrecognised tax credits are tax losses of $72,278,400 (2011: $21,179,182) and tax credits
of $25,454,151 (2011: $54,549,718) that will expire in 5-19 years. Other losses may be carried forward indefinitely.

At the balance sheet date, no
deferred tax liability has been recognised on temporary differences of $31,784,663 (2011: $31,955,166) relating to the unremitted earnings of overseas subsidiaries as the Group is able to control the timing of the reversal of these temporary
differences and it is probable that they will not reverse in the foreseeable future. The temporary differences at 28 December 2012 represent only the unremitted earnings of those overseas subsidiaries where remittance to the UK of those
earnings may still result in a tax liability, principally as a result of dividend withholding taxes levied by the overseas tax jurisdictions in which those subsidiaries operate.

The recognition of the deferred tax asset is based on managements assessment of historic profitability, forecasted operating results based upon approved business plans and a review of the tax planning
opportunities. Based on this, management concluded that there is convincing evidence for the recognition of deferred tax assets in excess of the deferred tax liability by $21,318,597, in entities that have suffered a loss in the current or preceding
periods.



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##### Table of Contents

Financial statements

Notes to the consolidated financial statements continued



25. Obligations Under Finance Leases



|                                                                                   |  |                        |       |  |                                         |  |     |                       |  |  |                       |   |  |  |     |  
|---------------------------------------------------------------------------------- |  | ---------------------- | ----- |  | --------------------------------------- |  | --- | --------------------- |  |  | --------------------- | - |  |  | --- | -
|                                                                                   |  | Minimum lease payments |       |  | Present value of minimum lease payments | 
|                                                                                   |  | 28 December 2012$000  |       |  | 30 December 2011$000                   |  |     | 28 December 2012$000 |  |  | 30 December 2011$000 |  
|Amounts payable under finance leases:                                              |  |                        |       |  |                                         |  |     |                       |  |  |                       |   |  |  |     |  
|Within one year                                                                    |  |                        | 1,393 |  |                                         |  | 16  |                       |  |  | 1,393                 |   |  |  | 16  |  
|In the second to fifth years inclusive                                             |  |                        | 170   |  |                                         |  | 143 |                       |  |  | 170                   |   |  |  | 143 |  
|                                                                                   |  |                        | 1,563 |  |                                         |  | 159 |                       |  |  | 1,563                 |   |  |  | 159 |  
|Less: future finance charges                                                       |  |                        |      |  |                                         |  |    |                       |  |  |                      |   |  |  |    |  
|Present value of lease                                                             |  |                        | 1,563 |  |                                         |  | 159 |                       |  |  | 1,563                 |   |  |  | 159 |  
|Less: Amount due for settlement within 12 months (shown under current
liabilities) |  |                        |       |  |                                         |  |     |                       |  |  | (1,393                | ) |  |  | (16 | )
|Amount due for settlement after 12 months                                          |  |                        |       |  |                                         |  |     |                       |  |  | 170                   |   |  |  | 143 |  

It is the Groups policy to lease certain of its equipment under finance leases and purchase certain software licences under
agreements containing deferred payment terms. The average lease term is 3.0 years (2011: 3.0 years). Interest rates are fixed at the contract date; all of the agreements containing deferred payment terms are interest free. For the period ended
28 December 2012, the average effective borrowing rate was 0% (2011: 0%). All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Lease obligations with a present value of $1,226,000 (2011: $123,000) are denominated in Sterling. All other obligations are denominated in either Japanese Yen or
US Dollars.

The Groups obligations under finance leases are secured by the lessors right over the leased assets.

26. Other Financial Liabilities

Trade and Other Payables



|                                                                              |  |                       |         |  |                       |  |         | 
|----------------------------------------------------------------------------- |  | --------------------- | ------- |  | --------------------- |  | ------- | 
|                                                                              |  | 28 December 2012$000 |         |  | 30 December 2011$000 | 
|Trade creditors                                                               |  |                       | 65,911  |  |                       |  | 74,023  | 
|Other taxation and social security                                            |  |                       | 7,007   |  |                       |  | 2,489   | 
|Other payables                                                                |  |                       | 1,693   |  |                       |  | 937     | 
|Inventory accruals                                                            |  |                       | 12,948  |  |                       |  | 9,036   | 
|Other accruals and deferred income                                            |  |                       | 176,064 |  |                       |  | 143,726 | 
|                                                                              |  |                       | 263,623 |  |                       |  | 230,211 | 
|                                                                              |  |                      
|Analysed as:                                                                  |  | 28 December 2012$000 |         |  | 30 December 2011$000 | 
|Amounts due for settlement within 12 months (shown under current liabilities) |  |                       | 227,777 |  |                       |  | 180,621 | 
|Amounts due for settlement after 12 months                                    |  |                       | 35,846  |  |                       |  | 49,590  | 
|                                                                              |  |                       | 263,623 |  |                       |  | 230,211 | 

Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit
period taken for trade purchases is 44 days (2011: 48 days).

The directors consider that the carrying amount of trade and other payables approximates to
their fair value.

For most suppliers, no interest is charged on trade payables. The Group has financial risk management policies in place to ensure that
all payables are paid within the credit time-frame.



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Financial statements



27. Provisions



|                                   |  |                             |        |   |                                   |  |        |                          |  |  |                             |   |  |            |         |   |  |  |         |  
|---------------------------------- |  | --------------------------- | ------ | - | --------------------------------- |  | ------ | ------------------------ |  |  | --------------------------- | - |  | ---------- | ------- | - |  |  | ------- | -
|                                   |  | Onerous leaseprovision$000 |        |   | Returns andwarrantyprovision$000 |  |        | Litigationprovision$000 |  |  | Restructuringprovision$000 |   |  | Total$000 |        
|At 31 December 2010                |  |                             | 3,090  |   |                                   |  | 3,995  |                          |  |  |                            |   |  |            |        |   |  |  | 7,085   |  
|Additional provision in the period |  |                             | 72     |   |                                   |  | 3,219  |                          |  |  |                            |   |  |            | 21,683  |   |  |  | 24,974  |  
|Unwinding of discount              |  |                             | 252    |   |                                   |  |       |                          |  |  |                            |   |  |            |        |   |  |  | 252     |  
|On acquisition of subsidiary       |  |                             | 1,337  |   |                                   |  |       |                          |  |  | 11,986                      |   |  |            | 10,951  |   |  |  | 24,274  |  
|Utilised in period                 |  |                             | (1,533 | ) |                                   |  | (2,674 | )                        |  |  | (686                        | ) |  |            | (20,271 | ) |  |  | (25,164 | )
|At 30 December 2011                |  |                             | 3,218  |   |                                   |  | 4,540  |                          |  |  | 11,300                      |   |  |            | 12,363  |   |  |  | 31,421  |  
|Additional provision in the period |  |                             | 3,656  |   |                                   |  | 3,552  |                          |  |  | 8,000                       |   |  |            | 1,876   |   |  |  | 17,084  |  
|Unwinding of discount              |  |                             | 255    |   |                                   |  |       |                          |  |  |                            |   |  |            |        |   |  |  | 255     |  
|Released in the period             |  |                             | (1,103 | ) |                                   |  |       |                          |  |  |                            |   |  |            |        |   |  |  | (1,103  | )
|Utilised in period                 |  |                             | (1,393 | ) |                                   |  | (2,340 | )                        |  |  | (9,412                      | ) |  |            | (13,375 | ) |  |  | (26,520 | )
|At 28 December 2012                |  |                             | 4,633  |   |                                   |  | 5,752  |                          |  |  | 9,888                       |   |  |            | 864     |   |  |  | 21,137  |  



|                                                |  |                       |        |  |                       |  |        | 
|----------------------------------------------- |  | --------------------- | ------ |  | --------------------- |  | ------ | 
|                                                |  | 28 December 2012$000 |        |  | 30 December 2011$000 | 
|Amounts included within current liabilities     |  |                       | 16,742 |  |                       |  | 29,495 | 
|Amounts included within non-current liabilities |  |                       | 4,395  |  |                       |  | 1,926  | 
|                                                |  |                       | 21,137 |  |                       |  | 31,421 | 

Onerous Lease Provision

The Group has provided for the discounted anticipated costs of satisfying the terms of any onerous leases, less any anticipated income from subletting the buildings. It is anticipated that the provisions will be
used over the remaining lease terms. Discount rates have been applied with reference to the rates on government bonds, with maturities corresponding to the remaining lease terms, which prevail in the jurisdiction of the lease.

Returns and Warranty Provision

The Group provides
for the anticipated costs associated with contractual liabilities under standard warranty terms. It is anticipated that the provision will be utilised within one year (see note 3).

Litigation Provision

Through the acquisition of Zoran Corporation, the group assumed the obligation
to meet any liabilities that may arise as a consequence of continuing SEC investigations of former executives of Microtune Inc., a subsidiary undertaking. The investigations were still ongoing at the balance sheet date and it is uncertain when the
provision will be utilised.

Restructuring Provision

A restructuring programme was implemented in the prior period, following the acquisition of Zoran Corporation. In December 2011, a decision was taken to discontinue investment in the digital television and silicon
tuners business lines which had been acquired with Zoran and a further restructuring programme commenced.

As at 30 December 2011, approximately 30%
of the 800 affected employees had left the Groups employment and a further 20% left on 31 December 2011. The remainder of the affected employees had left the Groups employment during the period ended 28 December 2012, however
there are further anticipated costs that have yet to be utilised.

28. Called-up Share Capital

Company

Authorised Share Capital



|                                                                                    |  |                        |     |  |                        |  |     | 
|----------------------------------------------------------------------------------- |  | ---------------------- | --- |  | ---------------------- |  | --- | 
|                                                                                    |  | 28 December 2012
£000 |     |  | 30 December 2011
£000 | 
|350,000,000 (30 December 2011: 350,000,000) Ordinary Shares of £0.001 each
 equity |  |                        | 350 |  |                        |  | 350 | 
|Allotted, Called-up and Fully Paid:                                                 |  |                        |     |  |                        |  |     | 
|                                                                                    |  |                       
|                                                                                    |  | 28 December 2012
$000 |     |  | 30 December 2011
$000 | 
|181,896,339 (30 December 2011: 215,667,851) Ordinary Shares of £0.001 each
 equity |  |                        | 317 |  |                        |  | 372 | 

Changes to Share Capital:

Equity Shares:

5,383,876 Ordinary Shares were issued from employee option exercises between
31 December 2011 and 28 December 2012. Consideration was $14,258,091 at a premium of $14,249,586.

9,925,000 ordinary shares were issued on
5 October 2012 and admitted to trading on the London Stock Exchange. These shares represented an equity investment on the part of Samsung, which was completed on the same date as the disposal of the Groups handset connectivity and
location development operations, also to Samsung. Consideration was $34,407,990 at a premium of $34,392,560.

On 30 November 2012, 49,080,388
ordinary shares (including ordinary shares represented by ADSs) were accepted for purchase by J.P.Morgan Cazenove. Under the terms of the tender offer, on 30 November 2012, CSR plc repurchased all 49,080,388 ordinary shares from J.P. Morgan
Cazenove. CSR plc cancelled 49,080,388 ordinary shares on 30 November 2012. The consideration for the cancelled shares was $284,277,959 at a premium of $284,198,993.



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Financial statements

Notes to the consolidated financial statements continued



The Company has one class of ordinary shares which carries no right to fixed income.

The following options and share
awards over Ordinary Shares of £0.001 have been granted and were outstanding at the end of the period:



|                                    |  |                                                 |           |  |                           |  |          |               |  |  |         |  
|----------------------------------- |  | ----------------------------------------------- | --------- |  | ------------------------- |  | -------- | ------------- |  |  | ------- | -
|Grant date                          |  | Number of sharessubject to option orshare award |           |  | Exercise priceper share £ |  |          | Vestingperiod | 
|25 November 2002 to 1 November 2003 |  |                                                 | 7,000     |  |                           |  | 1.01000  |               |  |  | 5 years |  
|18 November 2003 to 2 February 2004 |  |                                                 | 10,370    |  |                           |  | 1.02500  |               |  |  | 5 years |  
|26 February 2004                    |  |                                                 | 73,000    |  |                           |  | 2.35000  |               |  |  | 3 years |  
|26 February 2004                    |  |                                                 | 13,230    |  |                           |  | 2.35000  |               |  |  | 3 years | 2
|26 February 2004                    |  |                                                 | 28,900    |  |                           |  | 2.00000  |               |  |  | 3 years |  
|26 February 2004                    |  |                                                 | 76,770    |  |                           |  | 2.00000  |               |  |  | 3 years | 2
|30 September 2004                   |  |                                                 | 15,000    |  |                           |  | 3.62500  |               |  |  | 3 years | 2
|05 May 2005                         |  |                                                 | 109,300   |  |                           |  | 3.21000  |               |  |  | 3 years | 2
|05 May 2005                         |  |                                                 | 21,400    |  |                           |  | 0.00100  |               |  |  | 3 years |  
|05 May 2005                         |  |                                                 | 8,627     |  |                           |  | 0.00100  |               |  |  | 3 years | 1
|01 March 2006                       |  |                                                 | 25,000    |  |                           |  | 9.05000  |               |  |  | 3 years |  
|25 May 2006                         |  |                                                 | 334,220   |  |                           |  | 12.41000 |               |  |  | 5 years |  
|25 May 2006                         |  |                                                 | 5,580     |  |                           |  | 0.00100  |               |  |  | 3 years |  
|02 August 2006                      |  |                                                 | 18,422    |  |                           |  | 11.09670 |               |  |  | 5 years |  
|15 November 2006                    |  |                                                 | 70,294    |  |                           |  | 6.27000  |               |  |  | 5 years |  
|28 February 2007                    |  |                                                 | 30,621    |  |                           |  | 7.68000  |               |  |  | 5 years |  
|09 May 2007                         |  |                                                 | 29,695    |  |                           |  | 7.57000  |               |  |  | 5 years |  
|05 June 2007                        |  |                                                 | 18,914    |  |                           |  | 0.00100  |               |  |  | 3 years |  
|01 August 2007                      |  |                                                 | 39,303    |  |                           |  | 7.29000  |               |  |  | 5 years |  
|14 November 2007                    |  |                                                 | 68,819    |  |                           |  | 6.44500  |               |  |  | 5 years |  
|05 March 2008                       |  |                                                 | 40,776    |  |                           |  | 3.16000  |               |  |  | 5 years |  
|11 June 2008                        |  |                                                 | 18,605    |  |                           |  | 3.11000  |               |  |  | 3 years | 2
|11 June 2008                        |  |                                                 | 52,439    |  |                           |  | 0.00100  |               |  |  | 3 years |  
|11 June 2008                        |  |                                                 | 41,178    |  |                           |  | 0.00100  |               |  |  | 2 years |  
|04 November 2008                    |  |                                                 | 8,331     |  |                           |  | 0.00100  |               |  |  | 2 years |  
|04 November 2008                    |  |                                                 | 4,646     |  |                           |  | 2.04500  |               |  |  | 3 years |  
|26 June 2009                        |  |                                                 | 1,634,417 |  |                           |  | Various  |               |  |  | Various |  
|15 March 2010                       |  |                                                 | 596,690   |  |                           |  | 0.00100  |               |  |  | 3 years | 2
|15 March 2010                       |  |                                                 | 474,733   |  |                           |  | 4.84300  |               |  |  | 3 years | 1
|15 March 2010                       |  |                                                 | 352,842   |  |                           |  | 0.00100  |               |  |  | 3 years |  
|15 March 2010                       |  |                                                 | 17,643    |  |                           |  | 4.84300  |               |  |  | 3 years |  
|01 May 2010                         |  |                                                 | 18,959    |  |                           |  | 3.91250  |               |  |  | 3 years | 3
|13 May 2010                         |  |                                                 | 8,000     |  |                           |  | 0.00100  |               |  |  | 3 years | 2
|13 May 2010                         |  |                                                 | 9,200     |  |                           |  | 0.00100  |               |  |  | 3 years |  
|03 September 2010                   |  |                                                 | 65,757    |  |                           |  | 2.99800  |               |  |  | 3 years | 2
|03 September 2010                   |  |                                                 | 50,299    |  |                           |  | 0.00100  |               |  |  | 3 years |  
|03 September 2010                   |  |                                                 | 60,750    |  |                           |  | 0.00100  |               |  |  | 3 years | 2
|15 March 2011                       |  |                                                 | 173,250   |  |                           |  | 0.00100  |               |  |  | 2 years |  
|15 March 2011                       |  |                                                 | 1,482,915 |  |                           |  | 0.00100  |               |  |  | 3 years |  
|15 March 2011                       |  |                                                 | 113,577   |  |                           |  | 3.78500  |               |  |  | 3 years |  
|1 May 2011                          |  |                                                 | 107,031   |  |                           |  | 3.04800  |               |  |  | 3 years | 3
|31 August 2011                      |  |                                                 | 125,374   |  |                           |  | 0.00100  |               |  |  | Various |  
|31 August 2011                      |  |                                                 | 1,224,424 |  |                           |  | 0.00100  |               |  |  | Various | 5
|31 August 2011                      |  |                                                 | 56,537    |  |                           |  | Various  |               |  |  | Various |  
|31 August 2011                      |  |                                                 | 7,891,456 |  |                           |  | Various  |               |  |  | Various |  
|6 September 2011                    |  |                                                 | 178,468   |  |                           |  | 0.00100  |               |  |  | 2 years |  
|6 September 2011                    |  |                                                 | 129,345   |  |                           |  | 2.14000  |               |  |  | 3 years |  
|6 September 2011                    |  |                                                 | 1,759,105 |  |                           |  | 2.14000  |               |  |  | 3 years | 4
|16 December 2011                    |  |                                                 | 242,651   |  |                           |  | 0.00100  |               |  |  | 2 years |  
|16 December 2011                    |  |                                                 | 643,429   |  |                           |  | 1.90700  |               |  |  | 3 years |  
|21 March 2012                       |  |                                                 | 2,148,641 |  |                           |  | 0.00100  |               |  |  | 3 years |  
|21 March 2012                       |  |                                                 | 1,896,477 |  |                           |  | 2.47500  |               |  |  | 3 years | 4
|21 March 2012                       |  |                                                 | 99,626    |  |                           |  | 0.00100  |               |  |  | Various | 1



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



---

##### Table of Contents

Financial statements



|                |  |                                                 |            |  |                           |  |         |               |  |  |         |  
|--------------- |  | ----------------------------------------------- | ---------- |  | ------------------------- |  | ------- | ------------- |  |  | ------- | -
|Grant date      |  | Number of sharessubject to option orshare award |            |  | Exercise priceper share £ |  |         | Vestingperiod | 
|21 March 2012   |  |                                                 | 45,101     |  |                           |  | 2.47500 |               |  |  | 3 years |  
|21 March 2012   |  |                                                 | 245,462    |  |                           |  | 0.00100 |               |  |  | 3 years | 6
|29 March 2012   |  |                                                 | 11,275     |  |                           |  | 0.00100 |               |  |  | 3 years |  
|1 May 2012      |  |                                                 | 902,011    |  |                           |  | 2.00800 |               |  |  | 3 years |  
|21 August 2012  |  |                                                 | 165,674    |  |                           |  | 0.00100 |               |  |  | 2 years |  
|21 August 2012  |  |                                                 | 103,406    |  |                           |  | 3.26000 |               |  |  | 3 years |  
|21 August 2012  |  |                                                 | 103,840    |  |                           |  | 0.00100 |               |  |  | Various |  
|25 October 2012 |  |                                                 | 1,430,429  |  |                           |  | 0.00100 |               |  |  | Various |  
|25 October 2012 |  |                                                 | 66,253     |  |                           |  | 0.00100 |               |  |  | 2 years |  
|25 October 2012 |  |                                                 | 34,604     |  |                           |  | 3.36500 |               |  |  | 3 years |  
|                |  |                                                 | 25,840,091 |  |                           |  |         |               |  |  |         |  



|1 | These options or awards have vesting conditions based on the Companys performance against comparator companies based on TSR rankings over the vesting
period.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | These options or awards have vesting conditions based on EPS growth over the vesting period.
|- | --------------------------------------------------------------------------------------------

|3 | These options have been issued as part of the Companys SAYE scheme.
|- | --------------------------------------------------------------------

|4 | These options have vesting conditions based on the growth of the Companys share price over the vesting period.
|- | ---------------------------------------------------------------------------------------------------------------

|5 | The obligation for these options was assumed as a result of the acquisition of Zoran Corporation. Outstanding share options for non-European employees of Zoran
Corporation were converted to options to acquire American depositary shares of CSR (or CSR ADSs) and outstanding Restricted Stock Units were converted to CSR Contingent Share Awards that can be settled in CSR ADSs. Each CSR ADS
represents four CSR ordinary shares.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6 | These awards have been issued as part of the Companys Executive Incentive Plan.
|- | --------------------------------------------------------------------------------

Exercise period: Vested options and share awards are exercisable within ten years from the grant date, SAYE options are exercisable within 6 months of the vesting date.



|            |  |     |  |  |     | 
|----------- |  | --- |  |  | --- | 
|www.csr.com |  | 114 |  |  | 115 | 



---

##### Table of Contents

Financial statements

Notes to the consolidated financial statements continued



29. Reserves



|                                                                                 |  |                          |         |  |                               |  |       |                    |  |  |                                  |  |  |                     |         |   |                                 |  |        |                 |  |  |                     |  |  |                       |        |   |            |  |         |   |  |  |          |   |  |  |          |  
|-------------------------------------------------------------------------------- |  | ------------------------ | ------- |  | ----------------------------- |  | ----- | ------------------ |  |  | -------------------------------- |  |  | ------------------- | ------- | - | ------------------------------- |  | ------ | --------------- |  |  | ------------------- |  |  | --------------------- | ------ | - | ---------- |  | ------- | - |  |  | -------- | - |  |  | -------- | -
|                                                                                 |  | Sharepremiumaccount$000 |         |  | Capitalredemptionreserve$000 |  |       | Mergerreserve$000 |  |  | EmployeeBenefitTrustreserve$000 |  |  | Hedgingreserve$000 |         |   | Share -basedpaymentreserve$000 |  |        | Taxreserve$000 |  |  | Treasuryshares$000 |  |  | Retainedearnings$000 |        |   | Total$000 | 
|At 31 December 2010                                                              |  |                          | 368,615 |  |                               |  | 950   |                    |  |  | 61,574                           |  |  |                     | (39,064 | ) |                                 |  | 1,123  |                 |  |  | 58,038              |  |  |                       | 41,641 |   |            |  | (37,487 | ) |  |  | 318,852  |   |  |  | 774,242  |  
|Share issues (net of share issue costs)                                          |  |                          | 104,847 |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  |         |   |  |  | 104,847  |  
|Shares issued from Employee Benefit Trust Reserve                                |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     | 5,093   |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | (4,134   | ) |  |  | 959      |  
|Credit to equity for equity-settled share-based payments                         |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  | 13,583              |  |  |                       |       |   |            |  |        |   |  |  |         |   |  |  | 13,583   |  
|Credit to equity for equity-settled share-based payments arising on acquisition  |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  | 16,576              |  |  |                       |       |   |            |  |        |   |  |  |         |   |  |  | 16,576   |  
|Purchase of Treasury Shares                                                      |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  | (47,173 | ) |  |  |         |   |  |  | (47,173  | )
|Effective rate adjustment                                                        |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       | (66    | ) |            |  |        |   |  |  |         |   |  |  | (66      | )
|Deferred tax on share-based payment transactions                                 |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       | (645   | ) |            |  |        |   |  |  |         |   |  |  | (645     | )
|Gain on cash flow hedges                                                         |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  | 1,661  |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  |         |   |  |  | 1,661    |  
|Deferred tax on hedging reserve                                                  |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       | 653    |   |            |  |        |   |  |  |         |   |  |  | 653      |  
|Transferred to income statement in respect of cash flow hedges                   |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  | (4,184 | )               |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  |         |   |  |  | (4,184   | )
|Current tax benefit taken directly to equity on share option gains               |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       | (162   | ) |            |  |        |   |  |  |         |   |  |  | (162     | )
|Credit to equity on recognition of losses                                        |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       | 162    |   |            |  |        |   |  |  |         |   |  |  | 162      |  
|Actuarial losses on defined benefit pension deficit                              |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | (435     | ) |  |  | (435     | )
|Profit for the period                                                            |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | 33,866   |   |  |  | 33,866   |  
|Equity dividends issued to shareholders                                          |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | (16,349  | ) |  |  | (16,349  | )
|At 30 December 2011                                                              |  |                          | 473,462 |  |                               |  | 950   |                    |  |  | 61,574                           |  |  |                     | (33,971 | ) |                                 |  | (1,400 | )               |  |  | 88,197              |  |  |                       | 41,583 |   |            |  | (84,660 | ) |  |  | 331,800  |   |  |  | 877,535  |  
|Share issues (net of share issue costs)                                          |  |                          | 48,642  |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  |         |   |  |  | 48,642   |  
|Repurchase and cancellation of ordinary shares under tender offer (net of costs) |  |                          |        |  |                               |  | 79    |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | (284,278 | ) |  |  | (284,199 | )
|Share issue costs                                                                |  |                          | 1,550   |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | (1,839   | ) |  |  | (289     | )
|Shares issued from Employee Benefit Trust Reserve                                |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     | 14,808  |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | (13,158  | ) |  |  | 1,650    |  
|Shares issued from Treasury                                                      |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  | 7,203   |   |  |  | (3,268   | ) |  |  | 3,935    |  
|Purchase of Treasury Shares                                                      |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  | (9,472  | ) |  |  |         |   |  |  | (9,472   | )
|Credit to equity for equity-settled share-based payments                         |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  | 24,480              |  |  |                       |       |   |            |  |        |   |  |  |         |   |  |  | 24,480   |  
|Gain on cash flow hedges                                                         |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  | 4,935  |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  |         |   |  |  | 4,935    |  
|Deferred tax on hedging reserve                                                  |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       | (957   | ) |            |  |        |   |  |  |         |   |  |  | (957     | )
|Transferred to income statement in respect of cash flow hedges                   |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  | (1,040 | )               |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  |         |   |  |  | (1,040   | )
|Effective rate adjustment                                                        |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       | (5     | ) |            |  |        |   |  |  |         |   |  |  | (5       | )
|Credit to equity on recognition of losses                                        |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       | 436    |   |            |  |        |   |  |  |         |   |  |  | 436      |  
|Deferred tax on share-based payment transactions                                 |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       | 573    |   |            |  |        |   |  |  |         |   |  |  | 573      |  
|Actuarial losses on defined benefit pension deficit                              |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | (919     | ) |  |  | (919     | )
|Scheme assets above the threshold                                                |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | (656     | ) |  |  | (656     | )
|Profit for the period                                                            |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | 51,233   |   |  |  | 51,233   |  
|Equity dividends issued to shareholders                                          |  |                          |        |  |                               |  |      |                    |  |  |                                 |  |  |                     |        |   |                                 |  |       |                 |  |  |                    |  |  |                       |       |   |            |  |        |   |  |  | (21,265  | ) |  |  | (21,265  | )
|At 28 December 2012                                                              |  |                          | 523,654 |  |                               |  | 1,029 |                    |  |  | 61,574                           |  |  |                     | (19,163 | ) |                                 |  | 2,495  |                 |  |  | 112,677             |  |  |                       | 41,630 |   |            |  | (86,929 | ) |  |  | 57,650   |   |  |  | 694,617  |  

A tax reserve has been included to show movements in equity caused by tax adjustments reflecting movements in tax not recorded in
the income statement.

The share premium account, capital redemption reserve and hedging reserve are not distributable. The merger reserve arose on the
combination of CSR plc and Cambridge Silicon Radio Limited and is not distributable.

The Employee Benefit Trust Reserve represents the cost of shares in
CSR plc purchased in the market and held by the CSR plc Employee Benefit Trust to satisfy options under the Groups share option schemes. Between 18 March 2008 and 25 March 2008, the CSR Employee Benefit Trust (the Trust)
purchased 3,222,813 ordinary shares at prices between £3.37 and £3.03.

1,556,014 ordinary shares were issued from the Employee Benefit Trust
in 2012 to satisfy employee option exercises (2011: 729,031 ordinary shares).

The shares acquired by the Trust do not represent treasury shares for the
purposes of the Companies Act and therefore remain as issued share capital.

For accounting purposes, the treatment of the shares acquired by the Trust
is different. In preparing the consolidated Group accounts, the shares held by the Trust are treated as a deduction in shareholders equity.

At
28 December 2012, the Group had purchased 17,391,884 shares which are held in Treasury at a cost of $94.1 million.

1,336,885 ordinary shares were
issued from Treasury in 2012 to satisfy employee option exercises (2011: nil).



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



---

##### Table of Contents

Financial statements



30. Notes to Cash Flow Statement



|                                                         |  |                                     |          |   |                                     |  |         |                                     |  |  |         |  
|-------------------------------------------------------- |  | ----------------------------------- | -------- | - | ----------------------------------- |  | ------- | ----------------------------------- |  |  | ------- | -
|                                                         |  | 52 weeks ended28 December 2012$000 |          |   | 52 weeks ended30 December 2011$000 |  |         | 52 weeks ended31 December 2010$000 | 
|Net profit for the period                                |  |                                     | 51,233   |   |                                     |  | 33,866  |                                     |  |  | 16,626  |  
|Adjustments for:                                         |  |                                     |          |   |                                     |  |         |                                     |  |  |         |  
|Investment income                                        |  |                                     | (1,161   | ) |                                     |  | (1,627  | )                                   |  |  | (812    | )
|Finance costs                                            |  |                                     | 7,106    |   |                                     |  | 5,046   |                                     |  |  | 904     |  
|Other gains and losses                                   |  |                                     | (14      | ) |                                     |  | (320    | )                                   |  |  | (640    | )
|Income tax charge (credit)                               |  |                                     | 50,749   |   |                                     |  | (85,330 | )                                   |  |  | (22,331 | )
|Operating profit (loss)                                  |  |                                     | 107,913  |   |                                     |  | (48,365 | )                                   |  |  | (6,253  | )
|Depreciation of property, plant and equipment            |  |                                     | 16,171   |   |                                     |  | 18,371  |                                     |  |  | 20,091  |  
|Amortisation of intangible assets                        |  |                                     | 30,485   |   |                                     |  | 26,352  |                                     |  |  | 18,054  |  
|Loss on disposal of property, plant and equipment        |  |                                     | 916      |   |                                     |  | 62      |                                     |  |  | 279     |  
|Loss on disposal of intangible assets                    |  |                                     |         |   |                                     |  | 24      |                                     |  |  | 135     |  
|Share related charges                                    |  |                                     | 24,480   |   |                                     |  | 13,583  |                                     |  |  | 9,592   |  
|Impairment of assets                                     |  |                                     | 2,300    |   |                                     |  | 2,276   |                                     |  |  |        |  
|De-recognition of contingent consideration               |  |                                     |         |   |                                     |  | (1,620  | )                                   |  |  |        |  
|Profit on disposal of development operations             |  |                                     | (127,178 | ) |                                     |  |        |                                     |  |  |        |  
|(Decrease) increase in provisions                        |  |                                     | (13,284  | ) |                                     |  | (342    | )                                   |  |  | 2,227   |  
|Operating cash flows before movements in working capital |  |                                     | 41,803   |   |                                     |  | 10,341  |                                     |  |  | 44,125  |  
|Decrease (increase) in inventories                       |  |                                     | 32,497   |   |                                     |  | 27,788  |                                     |  |  | (12,961 | )
|Decrease (increase) in receivables                       |  |                                     | 6,635    |   |                                     |  | 27,322  |                                     |  |  | (6,678  | )
|(Decrease) increase in payables                          |  |                                     | (2,998   | ) |                                     |  | (49,298 | )                                   |  |  | 46,093  |  
|Cash generated by operations                             |  |                                     | 77,937   |   |                                     |  | 16,153  |                                     |  |  | 70,579  |  
|Foreign taxes paid                                       |  |                                     | (5,645   | ) |                                     |  | (3,063  | )                                   |  |  | (1,127  | )
|Corporation taxes received                               |  |                                     | 4,733    |   |                                     |  |        |                                     |  |  | 8,691   |  
|Grant income received                                    |  |                                     |         |   |                                     |  |        |                                     |  |  | 131     |  
|Interest paid                                            |  |                                     | (3,097   | ) |                                     |  | (450    | )                                   |  |  | (662    | )
|R&D tax credit received                                  |  |                                     |         |   |                                     |  |        |                                     |  |  | 295     |  
|Net cash from operating activities                       |  |                                     | 73,928   |   |                                     |  | 12,640  |                                     |  |  | 77,907  |  

Cash and cash equivalents (which are presented as a single class of asset on the face of the balance sheet) comprise cash at bank
and other short term highly liquid investments with an original maturity of three months or less.

The acquisition of Zoran Corporation in the 52 weeks
ended 30 December 2011 (see note 39) was a significant non cash transaction in the period as the consideration for the transaction was partly satisfied through the issuance of additional shares.

31. Contingent Liabilities

Intellectual property
litigation is commonplace in our industry and poses risks and uncertainties that may materially and adversely affect or disrupt our business, customer relationships, expenses or results of operations. We are regularly involved in pending and
threatened litigation in the course of our business and industry, which litigation may be inherently uncertain. With respect to both existing and future litigation, we will continue vigorously to defend ourselves and/or take other steps as we
believe are in the overall interests of CSR and its shareholders.

The Company and its subsidiaries are currently involved in a number of legal
proceedings as disclosed below. Other than these the Company and its subsidiaries are not involved in any legal or arbitration proceedings which may have, or have had in the 12 months preceding the date of this report, a significant effect on the
financial statements. Further, other than as disclosed below, due to inherent uncertainties, no accurate qualification of any cost, or timing of such cost, which may arise from any of the legal proceedings outlined below can be made.

As of 19 October 2012, all lawsuits involving Bandspeed have been settled in their entirety as to CSR, including with respect to customers use of CSR
products.

After the year end, on 31 December 2012, the Group signed a full and final settlement in respect of litigation with MOSAID Technologies
Incorporated. The $7.5 million cost of this settlement was included within accruals in the financial statements and was fully paid in January 2013.

In
2011 Freescale Semiconductor, Inc. filed three investigations in the International Trade Commission in which it named Zoran or its customers as respondents, Inv. No. 337-TA-709, Inv. No. 337-TA-786 and Inv. No. 337-TA-822. In each ITC
investigation, Freescale accused Zorans products of infringing US Patent No. 5,467,455. This patent expires on 3 November 2013.

Freescale failed to prevail in each of the three investigations and the ITC did not find any violation of the relevant statute, Section 337 of the Tariff Act
of 1930.

As parallel proceedings to its three ITC investigations, Freescale filed three district court cases of which one remains in the US District
Court for the Western District of Texas (Western District of Texas I) and involves US Patent No. 5,467,455.



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On 10 July 2012, Freescale filed an amended complaint against CSR in the US District Court for the Western District of Texas (Case No. 1:12-CV-604; Western District of Texas II), alleging
infringement of four US patents. Western District of Texas I has been consolidated with Western District of Texas II and a trial date has not been scheduled.

On 21 May 2012, CSR filed a patent infringement complaint against Freescale in the US District Court for the Northern District of California (Case No. 12-CV-02619). CSR is asserting four US patents against
Freescale in this case. A trial date has not been scheduled.

On 12 September 2012, Freescale filed a complaint against CSR in New York state court
requesting a declaratory judgment disputing the termination of a decade old license agreement. Trial has not been set.

A number of patent portfolio
non-practising entities have filed patent infringement cases against CSR and/or Zoran. These cases are in various stages and include many other defendants. Plaintiffs in these cases, the filing dates of their respective complaints  all filed
in the US District Court for the Eastern District of Texas (except HSM Portfolio/Technology Propertys lawsuit against Zoran in the US District Court for Delaware)  and the scheduled trial dates are as follows: Advanced Processor
Technologies (Filed 26 January 2011; Trial scheduled for Q3 2013); Azure Networks and Tri-County Excelsior Foundation (Filed 22 March 2011; Trial scheduled for Q4 2013); HSM Portfolio and Technology Property (Filed 1 September 2011;
Trial scheduled for Q1 2015).

No provision has been recorded for any of the cases above as cash outflow has not been deemed probable at the balance
sheet date.

32. Operating Lease Arrangements

The group as a lessee



|                                                                                              |  |                                       |        |  |                                       |  |        |                                       |  |  |        | 
|--------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------ |  | ------------------------------------- |  | ------ | ------------------------------------- |  |  | ------ | 
|                                                                                              |  | 52 weeks ended
28 December 2012 $000 |        |  | 52 weeks ended
30 December 2011 $000 |  |        | 52 weeks ended
31 December 2010 $000 | 
|Minimum lease payments under operating leases recognised in the income statement
for the year |  |                                       | 32,803 |  |                                       |  | 27,219 |                                       |  |  | 23,591 | 

At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating
leases, which fall due as follows:



|                                       |  |                        |        |  |                        |  |         |                        |  |  |        | 
|-------------------------------------- |  | ---------------------- | ------ |  | ---------------------- |  | ------- | ---------------------- |  |  | ------ | 
|                                       |  | 28 December 2012
$000 |        |  | 30 December 2011
$000 |  |         | 31 December 2010
$000 | 
|Within one year                        |  |                        | 29,412 |  |                        |  | 33,352  |                        |  |  | 24,483 | 
|In the second to fifth years inclusive |  |                        | 38,269 |  |                        |  | 69,639  |                        |  |  | 31,852 | 
|After five years                       |  |                        | 5,723  |  |                        |  | 6,729   |                        |  |  | 4,713  | 
|                                       |  |                        | 73,404 |  |                        |  | 109,720 |                        |  |  | 61,048 | 

Operating lease payments represent rentals payable by the Group for certain of its office properties, office equipment and software
licences. Leases are negotiated for an average term of 3.68 years (2011: 3.35 years, 2010: 3.35 years) and rentals are fixed for an average of 3.20 years (2011: 2.85 years, 2010: 3.11 years).

The group as a lessor

Certain of the groups office properties under operating lease have been
sub-let to third party tenants. Rental income has been recognised from these sub-leases in the income statement as follows:



|                                                                                   |  |                                     |       |  |                                     |  |     |                                     |  |  |     | 
|---------------------------------------------------------------------------------- |  | ----------------------------------- | ----- |  | ----------------------------------- |  | --- | ----------------------------------- |  |  | --- | 
|                                                                                   |  | 52 weeks ended28 December 2012$000 |       |  | 52 weeks ended30 December 2011$000 |  |     | 52 weeks ended31 December 2010$000 | 
|Lease income from operating leases recognised in the income statement for the
year |  |                                     | 1,099 |  |                                     |  | 796 |                                     |  |  | 208 | 

At the balance sheet date, the group had contracted with tenants for the following future minimum lease payments:



|                                       |  |                       |       |  |                       |  |       |                       |  |  |     | 
|-------------------------------------- |  | --------------------- | ----- |  | --------------------- |  | ----- | --------------------- |  |  | --- | 
|                                       |  | 28 December 2012$000 |       |  | 30 December 2011$000 |  |       | 31 December 2010$000 | 
|In the second to fifth years inclusive |  |                       | 3,560 |  |                       |  | 1,495 |                       |  |  | 471 | 
|                                       |  |                       | 5,572 |  |                       |  | 2,367 |                       |  |  | 642 | 

33. Integration and Restructuring

During 2012 the Group continued with the restructuring programmes that were announced in 2011 following the Zoran acquisition and discontinued investment in DTV and silicon tuners. Integration and restructuring
costs of approximately $25.2 million were incurred during the period ended 28 December 2012, of which the main components were severance charges, onerous leases, and consultancy and legal costs. Through this expenditure the Group continued to reduce
its ongoing cost base through reducing headcount and office locations, optimising legal entity structures, aligning employee benefits across the group, and amalgamating CSR and Zoran processes and IT systems. An additional $2.3 million of
restructuring charges was recorded as a result of the impairment of licences following the disposal of handset development operations to Samsung.



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In addition, the Group charged $12.4 million to the restructuring provisions set up in
the prior year as the majority of employees affected by these programmes left the Group during the period ending 28 December 2012 (see note 27). A provision of $0.9 million remains and it is expected that this will be fully utilised by the end of
2013.

In 2011, a charge of $33.7 million was recorded in relation to integration and restructuring programmes. The main components were $21.7 million of
severance costs, $9.6 million of consultancy and legal costs and $1.9 million of fixed asset impairments. At 30 December 2011 a provision of $12.4 million in respect of these severance payments was held (see note 27).

In 2010, a decision was taken to close the NordNav Technologies AB office in Sweden, which lead to approximately 10 employees leaving the Group. A charge of $1.1
million was recorded in relation to the closure, most of which related to severance costs. At 31 December 2010, $1.1 million was accrued and paid during 2011.

34. Share  Based Payments

Equity-settled share option schemes

CSR plc has grants and awards in the following Share Schemes which result in charges to the Consolidated Income Statement:

Global Share Option Scheme

The Company has a share
option scheme for all employees of the Group, under which share options were issued prior to flotation in February 2004, at a price based on the most recent private funding round. These options had a vesting period of five years and if the options
remain unexercised after a period of ten years from the date of grant, the options lapse. Options are forfeited if the employee leaves the Group before the options vest. No grants have been made under this scheme since flotation.

Company Share Option Plan (CSOP)

The Company
introduced a new scheme at flotation called the CSR plc Share Option Plan. Options granted under this plan have a three year vesting period and lapse on the tenth anniversary of the grant date, unless otherwise indicated below. Options are generally
forfeited on cessation of employment.

The following grants have been made under the scheme:

Flotation Grant

On the Companys flotation in February 2004, the Company issued share options to
all employees, at a price based on the share price on the day of flotation.

Performance Grants

On the Companys flotation in February 2004, and in May 2005, May 2006, May 2007, June 2008 and certain other dates (relating to employees
joining) the Company issued share options at a price based on the average share price over the preceding three days. For options granted between 2004 and 2008, vesting is dependent upon meeting certain EPS based performance conditions.

With the decision to extend the grant of share awards with accompanying performance conditions to other employees, the Committee had decided that for grants from
2009 onwards, the performance condition for vesting would be changed to Total Shareholder Return (TSR).

The vesting of the options is subject to the
Group satisfying a performance condition based on the Total Shareholder Return of the Companys shares when compared to a group of companies selected at the time an award is first granted. In order for the shares to vest, the Group must have
met or exceeded certain TSR thresholds when compared with the TSR performance of the group of other companies.

For grants from 2011 onwards, the
Committee decided that a new performance condition, Absolute Total Shareholder Return (ATSR), be introduced.

The vesting of the options is also subject
to the Group satisfying a performance condition, based on the Absolute Total Shareholder Return of the Companys shares, when compared to the average share price of the Company for the three months prior to the date that an award is first
granted. In order for the shares to vest, the Group must have met or exceeded certain ATSR thresholds when compared to the Companys average share price for the three months prior to the date the award is first granted.

Starter Grants

The Company grants options to new
starters to assist in recruitment. Options are exercisable at a price equal to the average share price on the three days preceding the grant date. The vesting period of the options is over a period of five years with 40% vesting after two years and
5% vesting each quarter thereafter.

The Company has also issued starter grants to senior employees that vest after three years. 215,009 starter grants
with these characteristics were issued in the current period (2011: 101,540 starter grants; 2010: no grants).

CSR Share Award Plan

In May 2005, the Company introduced the CSR plc Share Award Plan, which allows for options to be granted for exercise at a future date at a price
equivalent to the nominal value of the Companys shares of £0.001. The following awards have been made:

Retention Awards

The Company issues certain employees with rights to purchase shares at nominal value (£0.001) as a method of staff retention. The vesting period
of these share awards is either two or three years. If the share awards remain unexercised after a period of ten years from the date of grant, the awards lapse. Awards are forfeited if the employee leaves the Group before the options vest.

Performance Awards

The Company issues
certain employees with rights to purchase shares at nominal value (£0.001) as a method of staff incentivisation. The vesting period of these share awards is three years. Grants between 2005 and 2008 were subject to i) the satisfaction of a TSR
condition (relative to a comparator group of companies); and ii) an improvement in the underlying financial performance of the Group. These awards have all lapsed.



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Notes to the consolidated financial statements continued



From 2009 onwards, the Company issued certain employees with rights to purchase shares at nominal value. The vesting period of these grants is three years and vesting is dependent upon meeting certain EPS based
performance conditions.

If the options remain unexercised after a period of ten years from the date of grant, the options lapse. Options are forfeited
if the employee leaves the Group before the options vest.

Starter Awards

The Company grants rights to new starters to purchase shares at nominal value (£0.001) to assist recruitment. The vesting period of these awards is two years. If the share awards remain unexercised after a
period of ten years from the date of grant, the awards lapse. Awards are forfeited if the employee leaves the Group before the options vest.

SAYE Schemes

The Company operates a SAYE scheme, whereby UK employees are allowed to subscribe to a
monthly savings amount for a period of three years; at the end of the three year period, the employee is allowed to either receive their saved amount plus interest or purchase shares in the Company at a price based on the average share price on the
three days prior to commencement of the SAYE scheme, discounted by 20%. This scheme is open to all employees subject to Inland Revenue approved limits on total investment, and invitations are issued at regular intervals. Employees have a period of
six months following the conclusion of the scheme to exercise their option to purchase shares.

Employee Stock Purchase Plan (ESPP) and
Global Share Purchase Plan (GSPP)

The Company introduced the GSPP and amended and restated the ESPP in August 2012 following the approval of
shareholders at the 2012 Annual General Meeting. These plans allow eligible employees to purchase shares in the Company at a 15% discount to the lower of the share prices on the first day of an offering period (typically a two year period) or at the
end of a savings period (there are typically two one year savings period in each offering period). The purchase of shares is funded by payroll deductions made from net pay over a savings period. There is a limit on the aggregate payroll deductions
per participant per savings period of $15,000.

Executive Incentive Plan (EIP)

The Company introduced this plan for its executive directors and senior management team following the approval of shareholders at the General Meeting in August 2011. The plan has two elements, element A and element
B, both of which have a maximum payout of 125% of the participants salary. The percentage of the payout is determined according to the Groups satisfaction of certain performance conditions and the participant achieving certain
objectives. Element A is settled in cash or shares (executive directors are required to take payment in shares until they have satisfied their minimum shareholding requirement) and is paid annually. Element B is settled in shares following the end
of the third year of the plan. A maximum forfeiture of 50% will be applied in each of the second and third plan years if the Group does not meet certain performance conditions. The share price at which shares are paid out at is the 30 day average
share price for the period finishing on the end of the plan year. This scheme vests over a period of 39 months.

SiRF Technology Holdings
Inc., plans

For purely historic purposes of settling pre-acquisition obligations of option and award exercise, the Company has assumed all the
obligations of the former SiRF Technology Holdings Inc. under pre-existing plans utilised by SiRF which comprise the 1995 Stock Plan, the 2004 Stock Incentive Plan, the TrueSpan 2004 Stock Incentive Plan and the Centrality 1999 Stock Plan. The
Company will not issue any options or awards under these plans going forward. All contractual terms of the assumed options remain the same, except for the converted number of shares and exercise price which were based on an exchange ratio determined
as part of the merger agreement.

Zoran Corporation plans

Under the terms of the merger agreement, all outstanding RSUs and share options granted by Zoran were assumed by CSR and converted into RSUs and options exercisable for, at the election of CSR, either CSR ADSs or
CSR ordinary shares. All contractual terms of the assumed options remain the same, except for the converted number of shares or ADSs and exercise prices which were based on an exchange ratio determined as part of the merger agreement. The plans
utilized by Zoran comprise the 1993 Stock Option Plan, the 2000 Nonstatutory Stock Option Plan, the 2005 Equity Incentive Plan, the 2005 Outside Directors Equity Plan, the Oak Technology 1994 Stock Option Plan, the Oak Technology 1994 Outside
Directors Stock Option Plan, the Oak Technology 2002 Stock Option Plan for Teralogic Group, the Microtune, Inc. 200 Stock Plan and 2010 Microtune, Inc. 2010 Stock Plan. No options or awards will be granted under these plans going forward.



|                                                              |  |                        |             |   |                                  |  |      |                        |  |  |                                  |   |  |                        |      |  |                                  |  |            |   |  |  |      | 
|------------------------------------------------------------- |  | ---------------------- | ----------- | - | -------------------------------- |  | ---- | ---------------------- |  |  | -------------------------------- | - |  | ---------------------- | ---- |  | -------------------------------- |  | ---------- | - |  |  | ---- | 
|                                                              |  | 28 December 2012       |             |   | 30 December 2011                 |  |      | 31 December 2010       | 
|                                                              |  | Number ofshare options |             |   | Weightedaverageexerciseprice (£) |  |      | Number ofshare options |  |  | Weightedaverageexerciseprice (£) |   |  | Number ofshare options |      |  | Weightedaverageexerciseprice (£) | 
|Outstanding at beginning of period                            |  |                        | 35,809,423  |   |                                  |  | 3.12 |                        |  |  | 13,562,737                       |   |  |                        | 4.09 |  |                                  |  | 16,256,257 |   |  |  | 4.57 | 
|Granted during the period                                     |  |                        | 10,437,960  |   |                                  |  | 1.06 |                        |  |  | 6,459,394                        |   |  |                        | 1.22 |  |                                  |  | 3,387,428  |   |  |  | 1.63 | 
|Replacement options granted to Zoran employees on acquisition |  |                        |            |   |                                  |  |     |                        |  |  | 22,106,662                       |   |  |                        | 4.54 |  |                                  |  |           |   |  |  |     | 
|Forfeited during the period                                   |  |                        | (12,130,517 | ) |                                  |  | 2.40 |                        |  |  | (4,650,904                       | ) |  |                        | 2.53 |  |                                  |  | (3,145,074 | ) |  |  | 5.35 | 
|Exercised during the period                                   |  |                        | (8,276,775  | ) |                                  |  | 1.87 |                        |  |  | (1,668,466                       | ) |  |                        | 0.61 |  |                                  |  | (2,935,874 | ) |  |  | 1.20 | 
|Outstanding at the end of the period                          |  |                        | 25,840,091  |   |                                  |  | 3.08 |                        |  |  | 35,809,423                       |   |  |                        | 3.12 |  |                                  |  | 13,562,737 |   |  |  | 4.09 | 
|Exercisable at the end of the period                          |  |                        | 9,908,854   |   |                                  |  | 6.24 |                        |  |  | 16,953,139                       |   |  |                        | 2.93 |  |                                  |  | 4,306,187  |   |  |  | 9.35 | 



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The weighted average share price at the date of exercise for share options exercised
during the period was £2.89 (2011: £3.34; 2010: £4.08).

The options outstanding at 28 December 2012 had a weighted average
remaining contractual life of 5 years (2011: 6 years; 2010: 7 years).

In 2012, options were granted on 21 and 29 March, 1 May, 21 August
and 25 October. The aggregate estimated fair value of the options granted on those dates is $23,550,315. The weighted average fair value of these options is $2.62. In 2011, options were granted on 15 March, 1 May and 6 September. The
aggregate estimated fair value of the options granted on those dates is $19,355,000. The weighted average fair value of these options is $2.99. In 2010, options were granted on 15 March, 1 May, 13 May, 11 June and 3 September.
The aggregate estimated fair value of the options granted on those dates is $9,012,000. The weighted average fair value of these options is $4.72.

The
fair values of the share option and share award grants were based on the following inputs:

SAYE Schemes

The inputs to the Black-Scholes model are as follows:



|                                    |  |                                |         |  |                                |  |         |                                |  |  |         | 
|----------------------------------- |  | ------------------------------ | ------- |  | ------------------------------ |  | ------- | ------------------------------ |  |  | ------- | 
|                                    |  | 52 weeks ended28 December 2012 |         |  | 52 weeks ended30 December 2011 |  |         | 52 weeks ended31 December 2010 | 
|Weighted average share price (£)    |  |                                | 2.23    |  |                                |  | 3.74    |                                |  |  | 4.30    | 
|Weighted average exercise price (£) |  |                                | 2.01    |  |                                |  | 3.05    |                                |  |  | 3.91    | 
|Expected volatility                 |  |                                | 45%     |  |                                |  | 52%     |                                |  |  | 57%     | 
|Expected life                       |  |                                | 3 years |  |                                |  | 3 years |                                |  |  | 3 years | 
|Risk free rate                      |  |                                | 2.28%   |  |                                |  | 2.56%   |                                |  |  | 2.80%   | 
|Expected dividends                  |  |                                | 3%      |  |                                |  | 2%      |                                |  |  | 0%      | 

Expected volatility was determined by calculating the historical volatility of the Groups share price over a three year
period, equivalent to the vesting period of the options. The expected life used in the model has been adjusted based on managements best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Company Share Option Plan (CSOP)

The
inputs to the Black-Scholes model are as follows:



|                                    |  |                                |               |  |                                |  |               |                                |  |  |               | 
|----------------------------------- |  | ------------------------------ | ------------- |  | ------------------------------ |  | ------------- | ------------------------------ |  |  | ------------- | 
|                                    |  | 52 weeks ended28 December 2012 |               |  | 52 weeks ended30 December 2011 |  |               | 52 weeks ended31 December 2010 | 
|Weighted average share price (£)    |  |                                | 2.46  3.36   |  |                                |  | 2.12  3.77   |                                |  |  | 2.98  4.65   | 
|Weighted average exercise price (£) |  |                                | 2.48  3.37   |  |                                |  | 2.14  3.76   |                                |  |  | 2.99  4.84   | 
|Expected volatility                 |  |                                | 44%  45%     |  |                                |  | 40%  53%     |                                |  |  | 57%           | 
|Expected life                       |  |                                | 3 years       |  |                                |  | 3 years       |                                |  |  | 34 years     | 
|Risk free rate                      |  |                                | 2.13%  2.38% |  |                                |  | 2.47%  2.70% |                                |  |  | 2.30%  2.95% | 
|Expected dividends                  |  |                                | 1.9%  2.6%   |  |                                |  | 2%  2.8%     |                                |  |  | 0%            | 

Expected volatility was determined by calculating the historical volatility of the Groups share price over a time period
equivalent to the expected term of the options. The expected life used in the model has been adjusted based on managements best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations. The
adjustments for the performance conditions are reflected in the proportion of options anticipated to vest.

For options issued in 2009 and 2010, the fair
value was based upon Monte-Carlo simulation of the performance of the 37 comparator companies included in the TSR conditions of the award. The Monte Carlo simulation incorporates a range of other assumptions based on the TSR comparator companies;
those assumptions given above relate to the Group. For options issued in 2011 and 2012, the fair value was based upon the Monte-Carlo simulation of the performance of the Companys share price against the ATSR conditions specified in the award,
using the assumptions included above.

Expected volatility for each Company was determined by calculating the historical volatility of the individual
Companys share price over the 3 years from the date of grant.

Retention Awards and Starter Awards

The fair value was based upon the share price on the date of grant.

Performance Awards

For pre-2009 awards, the fair value was based upon Monte-Carlo simulation of the
performance of the 38 comparator companies included in the TSR conditions of the award. Expected volatility for each Company was determined by calculating the historical volatility of the individual Companys share price over the 3 years from
the date of grant.

For awards issued from 2009 onwards, the fair value was based on the share price on the date of grant as the performance conditions
were market based.

ESPP scheme

The fair
value of the ESPP is based on the maximum cash value that each participant is eligible to accrue under the scheme rules.

Share Option
Charges

The Group recognised total expenses of $24,480,000 (2011: $13,583,000; 2010: $9,592,000;) related to equity- settled share-based payment
transactions.



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Financial statements

Notes to the consolidated financial statements continued



Cash-settled share-based payments

The Group issues to certain employees cash-settled share awards
that require the Group to pay the value of the share awards to the employee on the date of the exercise after a specified vesting period. The Group has recorded a liability of $1,502,000 in 2012 (2011: $371,000, 2010: $47,000). Fair value of the
awards is determined using the market value of the awards at the balance sheet date. The Group recorded a total expense of $1,185,000 in 2012 (2011: $335,000, 2010: $47,000l).

35. Retirement Benefit Obligations

a) Defined contribution schemes

The Group operates a defined contribution retirement benefit scheme for all qualifying employees. The assets of the scheme are held separately from those of the
Group, in funds under the control of trustees.

The total cost recorded in the income statement of $8,109,000 (2011: $7,304,000; 2010: $7,231,000)
represents contributions payable to this scheme by the Group at rates specified in the rules of the plan. As at 28 December 2012, contributions of $nil (30 December 2011: $nil) due in respect of the current reporting period had not been
paid over to the scheme.

b) Defined benefit plan

As a consequence of the Groups acquisition of Zoran on 31 August 2011, the Group has assumed the obligation for a defined benefit plan in Zoran Microelectronics Limited. Under Israeli law, there is a
requirement to make severance payments to all employees who leave a company involuntarily. There is no such requirement for those employees who leave the company voluntarily. Severance payments are calculated based on varying factors, namely the
length of employee service and salary and are funded entirely by individual investment funds held in the name of the employee by the Group. The Group does not hold a central fund to finance this obligation.

Where there are insufficient funds in these investment funds to meet involuntary severance obligations, there is a legal obligation for the Company to finance this
shortfall. This therefore meets the definition of a post employment benefit and more specifically a defined benefit plan, under IAS 19.

The obligation
for the company to make up the shortfall in severance payments of this nature is restricted to employees who joined the Company prior to 2007. Though there is no obligation for the Company to make severance payments for employees leaving
voluntarily, the assets accumulated in the employees fund are returned to the employee when leaving the Company. Severance payments to employees who joined subsequent to 2007, have been accounted for as a defined contribution employment plan

The valuation of the deficit in the balance sheet is based on the most recent actuarial valuation of the Plan as updated to take account of the market
value of the assets and the present value of the liabilities of the Plan at 28 December 2012. The financial assumptions used to calculate plan liabilities and plan assets under IAS 19 are:



|                                 |  |                  |          |  |                  |  |          | 
|-------------------------------- |  | ---------------- | -------- |  | ---------------- |  | -------- | 
|                                 |  | 28 December 2012 |          |  | 30 December 2011 | 
|Salary increase (p.a.)           |  |                  | 3.00%    |  |                  |  | 3.00%    | 
|Discount rate (p.a.)             |  |                  | 4.60%    |  |                  |  | 5.00%    | 
|Expected return on assets (p.a.) |  |                  | 4.60%    |  |                  |  | 5.00%    | 
|Inflation (p.a.)                 |  |                  | 2.75%    |  |                  |  | 2.51%    | 
|Voluntary withdrawals (p.a.)     |  |                  | 6.45%    |  |                  |  | 6.45%    | 
|Involuntary withdrawals (p.a.)   |  |                  | 1.05%    |  |                  |  | 1.05%    | 
|Normal retirement age  Men      |  |                  | 67 years |  |                  |  | 67 years | 
| Women                          |  |                  | 64 years |  |                  |  | 64 years | 

The discount rate and expected return on assets assumptions are based on 10 year Israeli government bond yields.

The analysis of movement in the deficit in the scheme for the year is:



|                                                    |  |       |        |  
|--------------------------------------------------- |  | ----- | ------ | -
|                                                    |  | $000 |       
|Deficit at 31 December 2010                         |  |       |       |  
|Acquisition                                         |  |       | 81     |  
|Contributions paid                                  |  |       | (491   | )
|Benefits paid                                       |  |       | (190   | )
|Current service cost                                |  |       | 282    |  
|Actuarial losses                                    |  |       | 435    |  
|Deficit at 30 December 2011                         |  |       | 117    |  
|Expected return on plan assets net of interest cost |  |       | (34    | )
|Contributions paid                                  |  |       | (1,442 | )
|Benefits paid                                       |  |       | (936   | )
|Current service cost                                |  |       | 762    |  
|Assets above the threshold                          |  |       | 656    |  
|Actuarial losses                                    |  |       | 919    |  
|Deficit at 28 December 2012                         |  |       | 42     |  



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



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Financial statements





|                                                 |  |       |        |  
|------------------------------------------------ |  | ----- | ------ | -
|The reconciliation of plan assets is as follows: | 
|                                                 |  | $000 |       
|Market value at 31 December 2010                 |  |       |       |  
|Acquisition                                      |  |       | 13,437 |  
|Benefit payments                                 |  |       | (839   | )
|Company contributions                            |  |       | 491    |  
|Expected return on assets                        |  |       | 274    |  
|Actuarial losses                                 |  |       | (1,016 | )
|Market value at 30 December 2011                 |  |       | 12,347 |  
|Benefit payments                                 |  |       | (6,959 | )
|Company contributions                            |  |       | 1,442  |  
|Expected return on assets                        |  |       | 493    |  
|Plan assets above surplus                        |  |       | (656   | )
|Actuarial gains                                  |  |       | 2,341  |  
|Market value at 28 December 2012                 |  |       | 9,008  |  



|                                                                      |  |       |        |  
|--------------------------------------------------------------------- |  | ----- | ------ | -
|The reconciliation of plan liabilities during the year is as follows: | 
|                                                                      |  | $000 |       
|Plan liabilities at 31 December 2010                                  |  |       |       |  
|Acquisition                                                           |  |       | 13,518 |  
|Current service cost                                                  |  |       | 282    |  
|Interest cost                                                         |  |       | 274    |  
|Benefits paid                                                         |  |       | (1,029 | )
|Actuarial gains                                                       |  |       | (581   | )
|Plan liabilities at 30 December 2011                                  |  |       | 12,464 |  
|Current service cost                                                  |  |       | 762    |  
|Interest cost                                                         |  |       | 459    |  
|Benefits paid                                                         |  |       | (7,895 | )
|Actuarial losses                                                      |  |       | 3,260  |  
|Plan liabilities at 28 December 2012                                  |  |       | 9,050  |  

The expected return on the plan assets is evaluated in accordance with the type of investment fund held in the name of employees of
the Groups Israeli subsidiary (Zoran Microelectronics Limited), as opposed to the structure of assets held within the investment funds. This approach has been adopted in the absence of a central fund. An analysis demonstrating the fair value
of the portfolio of investments in the name of employees is provided below:



|                                                |  |                  |       |  |                  |  |     |       |  |  |        |  |  |  |     | 
|----------------------------------------------- |  | ---------------- | ----- |  | ---------------- |  | --- | ----- |  |  | ------ |  |  |  | --- | 
|                                                |  | 28 December 2012 |       |  | 30 December 2011 | 
|                                                |  | $000            |       |  | %                |  |     | $000 |  |  | %      | 
|Old Pension Plan                                |  |                  | 631   |  |                  |  | 7   |       |  |  | 1,111  |  |  |  | 9   | 
|New Pension Plan                                |  |                  | 2,702 |  |                  |  | 30  |       |  |  | 3,581  |  |  |  | 29  | 
|Provident Funds Manager Insurance before 2004 |  |                  | 5,135 |  |                  |  | 57  |       |  |  | 6,915  |  |  |  | 56  | 
|Provident Funds Manager Insurance after 2004  |  |                  | 450   |  |                  |  | 5   |       |  |  | 617    |  |  |  | 5   | 
|Provident Funds Kuput Gemel                   |  |                  | 90    |  |                  |  | 1   |       |  |  | 123    |  |  |  | 1   | 
|                                                |  |                  | 9,008 |  |                  |  | 100 |       |  |  | 12,347 |  |  |  | 100 | 

The estimated amounts of contributions expected to be paid to the scheme during the current financial year is $1.8 million
(2011:$2.1 million).

The following is analysis of the charges to profit or loss and other comprehensive income:



|                                                                                           |  |                       |        |   |                       |  |      |  
|------------------------------------------------------------------------------------------ |  | --------------------- | ------ | - | --------------------- |  | ---- | -
|Income statement                                                                           |  | 28 December 2012$000 |        |   | 30 December 2011$000 | 
|Analysis of amounts chargeable to operating profit (loss):                                 |  |                       |        |   |                       |  |      |  
|Current service cost                                                                       |  |                       | (762   | ) |                       |  | (282 | )
|Analysis of amounts (charged)/credited to other finance income and costs:                  |  |                       |        |   |                       |  |      |  
|Interest on Plan liabilities                                                               |  |                       | (459   | ) |                       |  | (274 | )
|Expected return on assets in the Plan                                                      |  |                       | 493    |   |                       |  | 274  |  
|Total chargeable to the income statement before deduction of tax                           |  |                       | (728   | ) |                       |  | (282 | )
|Analysis of amounts recognised in the consolidated statement of comprehensive income:      |  |                       |        |   |                       |  |      |  
|Actuarial losses                                                                           |  |                       | (919   | ) |                       |  | (435 | )
|Pension scheme assets above the threshold                                                  |  |                       | (656   | ) |                       |  |     |  
|Total actuarial loss recognised in the consolidated statement of comprehensive
income      |  |                       | (1,575 | ) |                       |  | (435 | )
|Cumulative actuarial loss recognised in the consolidated statement of
comprehensive income |  |                       | (2,010 | ) |                       |  | (435 | )



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##### Table of Contents

Financial statements

Notes to the consolidated financial statements continued



36. Financial Instruments

Financial Risk Management

The Group has exposure to the following risks from its use of financial instruments:

| |  | Credit risk
|- |  | -----------

| |  | Market risk
|- |  | -----------

| |  | Liquidity risk
|- |  | --------------

This note presents information
about the Groups exposure to each of the above risks, the Groups objectives, policies and processes for measuring and managing risk, and the Groups management of capital. Further quantitative disclosures are included throughout
these consolidated financial statements.

The Board of Directors has overall responsibility for the establishment and oversight of the Groups risk
management framework. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Groups activities. The Groups Audit Committee oversees how management monitors compliance with the
Groups risk management framework in relation to the risks faced by the Group.

Capital Risk Management

The Groups policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the
business. CSR intends to reinvest its cash balances in the business either through higher levels of investment in working capital and fixed assets or through further M&A activity to support the long-term ambitions of the Group. The capital
structure of the Group consists of cash and cash equivalents, treasury deposits and equity attributable to the equity holders of CSR plc, comprising issued share capital, reserves and retained earnings as disclosed in notes 28 and 29. The Group is
not subject to any externally imposed capital requirements.

The Group has a total of $333.3 million of treasury deposits and cash and cash equivalents
as at 28 December 2012 (30 December 2011: $277.8 million)

Significant Accounting Policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income
and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3 to the financial statements



|                                                                                  |  |                       |          |   |                       |  |          |  
|--------------------------------------------------------------------------------- |  | --------------------- | -------- | - | --------------------- |  | -------- | -
|                                                                                  |  | 28 December 2012$000 |          |   | 30 December 2011$000 | 
|Financial assets                                                                  |  |                       |          |   |                       |  |          |  
|Available for sale                                                                |  |                       | 3,719    |   |                       |  | 3,610    |  
|Loans and receivables (including cash and cash equivalents and treasury deposits) |  |                       | 460,659  |   |                       |  | 365,922  |  
|Derivative instruments in designated hedge accounting relationships               |  |                       | 2,496    |   |                       |  | 148      |  
|Fair value through profit and loss (FVTPL)                                        |  |                       | 4,333    |   |                       |  | 15,938   |  
|                                                                                  |  |                       | 471,207  |   |                       |  | 385,618  |  
|Financial liabilities                                                             |  |                       |          |   |                       |  |          |  
|Derivative instruments in designated hedge accounting relationships               |  |                       |         |   |                       |  | (1,550   | )
|Amortised cost                                                                    |  |                       | (209,695 | ) |                       |  | (212,183 | )
|Fair value through profit and loss (FVTPL)                                        |  |                       |         |   |                       |  | (35      | )
|                                                                                  |  |                       | (209,695 | ) |                       |  | (213,768 | )

Market Risk

Market
risk is the risk that changes in market prices, such as foreign currency exchange rates and interest rate risk will affect the Groups income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

Market risk exposures are measured using
sensitivity analysis.

Foreign Currency Risk Management

Substantially all of the Groups sales and costs of sales are denominated in US dollars, the functional currency of all the entities within the Group. A substantial proportion of the Groups fixed costs
are denominated in Sterling and a significant proportion of the remainder is non-USD denominated. This exposure to different currencies may result in gains or losses with respect to movements in foreign exchange rates and the impact of such
fluctuations could be material. Accordingly, the Group enters into hedging transactions pursuant to which it purchases Sterling under forward purchase contracts in order to cover the majority of its Sterling exposure.

The carrying amounts of the Groups Sterling denominated monetary assets and liabilities at the reporting date are as follows:



|             |  |                       |        |   |                       |  |        |                       |  |  |                       |  |  |  |       | 
|------------ |  | --------------------- | ------ | - | --------------------- |  | ------ | --------------------- |  |  | --------------------- |  |  |  | ----- | 
|             |  | Liabilities           |        |   | Assets                | 
|             |  | 28 December 2012£000 |        |   | 30 December 2011£000 |  |        | 28 December 2012£000 |  |  | 30 December 2011£000 | 
|GBP sterling |  |                       | (6,615 | ) |                       |  | (6,740 | )                     |  |  | 1,799                 |  |  |  | 5,675 | 



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Financial statements



The following significant exchange rates applied during the period:



|         |  |                                                                          |        |  |                       |  |        |                       |  |  |                       |  |  |  |        | 
|-------- |  | ------------------------------------------------------------------------ | ------ |  | --------------------- |  | ------ | --------------------- |  |  | --------------------- |  |  |  | ------ | 
|         |  | Weighted average forward contract rate(contracts maturing in the period) |        |  | Period end spot rate  | 
|         |  | 28 December 2012$000                                                    |        |  | 30 December 2011$000 |  |        | 28 December 2012$000 |  |  | 30 December 2011$000 | 
|GBP: USD |  |                                                                          | 1.5731 |  |                       |  | 1.5428 |                       |  |  | 1.6157                |  |  |  | 1.5535 | 

Foreign Currency Sensitivity Analysis

A 10 percent strengthening of the US dollar against GBP sterling would have decreased equity and profit or increased equity and profit by the amounts shown below as at the reporting date shown. In managements
opinion, this is a reasonably possible change given current market conditions.

This analysis assumes that all other variables, in particular interest
rates and other foreign currencies, remain constant. The analysis is performed on the same basis for 2011.



|                 |  |             |        |   |                      |  |       |  
|---------------- |  | ----------- | ------ | - | -------------------- |  | ----- | -
|28 December 2012 |  | Equity$000 |        |   | Profit or(loss)$000 | 
|GBP              |  |             | (6,881 | ) |                      |  | (316  | )
|                 |  |            
|30 December 2011 |  | Equity$000 |        |   | Profit or(loss)$000 | 
|GBP              |  |             | (7,834 | ) |                      |  | 2,693 |  

A 10 percent weakening of the US dollar against GBP sterling would have had the equal but opposite effect, on the basis that all the
other variables remain constant.

The movement in loss for the period is mainly attributable to the Groups exposure to exchange movements in
sterling denominated monetary assets and liabilities. The movement in equity is mainly as a result of the changes in fair value of forward foreign exchange contracts.

Forward Foreign Exchange Contracts

The following table indicates the periods in which the cash flows
associated with derivatives that are cash flow hedges are expected to occur:



|                                         |  |                |        |   |                    |  |         |                 |  |  |            |  |  |             |        |   |                   |  |        |   |  |  |        | 
|---------------------------------------- |  | -------------- | ------ | - | ------------------ |  | ------- | --------------- |  |  | ---------- |  |  | ----------- | ------ | - | ----------------- |  | ------ | - |  |  | ------ | 
|Cash flow hedges                         |  | Carryingamount |        |   | Expectedcash flows |  |         | 3 monthsor less |  |  | 3-6 months |  |  | 6-12 months |        |   | More thanone year | 
|28 December 2012                         |  |                |        |   |                    |  |         |                 |  |  |            |  |  |             |        |   |                   |  |        |   |  |  |        | 
|Forward foreign exchange contracts $000 |  |                |       |   |                    |  | 64,000  |                 |  |  | 15,500     |  |  |             | 15,000 |   |                   |  | 33,500 |   |  |  |       | 
|Forward foreign exchange contracts £000 |  |                |       |   |                    |  | 100,641 |                 |  |  | 24,107     |  |  |             | 23,490 |   |                   |  | 53,044 |   |  |  |       | 
|Fair value $000                         |  |                | 2,702  |   |                    |  |        |                 |  |  | 926        |  |  |             | 732    |   |                   |  | 1,044  |   |  |  |       | 
|Average exchange rate                    |  |                |       |   |                    |  | 1.5725  |                 |  |  | 1.5553     |  |  |             | 1.566  |   |                   |  | 1.5834 |   |  |  |       | 
|30 December 2011                         |  |                |        |   |                    |  |         |                 |  |  |            |  |  |             |        |   |                   |  |        |   |  |  |        | 
|Forward foreign exchange contracts $000 |  |                |       |   |                    |  | 107,631 |                 |  |  | 24,049     |  |  |             | 24,708 |   |                   |  | 48,831 |   |  |  | 10,043 | 
|Forward foreign exchange contracts £000 |  |                |       |   |                    |  | 68,500  |                 |  |  | 15,500     |  |  |             | 15,500 |   |                   |  | 31,000 |   |  |  | 6,500  | 
|Fair value $000                         |  |                | (1,437 | ) |                    |  |        |                 |  |  | 20         |  |  |             | (683   | ) |                   |  | (795   | ) |  |  | 21     | 
|Average exchange rate                    |  |                |       |   |                    |  | 1.5741  |                 |  |  | 1.5521     |  |  |             | 1.5935 |   |                   |  | 1.5753 |   |  |  | 1.5450 | 

The Directors consider the periods in which the cash flows associated with the derivatives that are cash flow hedges are expected to
occur approximate the periods when the cash flows associated with those cash flows are likely to impact profit or loss.

Interest Rate
Risk Management

The Group has no significant direct exposure to fluctuations in interest rates other than those on interest-bearing cash balances. The
majority of cash balances are held at fixed rates of interest and the effective rate of interest on those cash balances in the period was 0.27% (52 weeks ended 30 December 2011: 0.16%; 52 weeks ended 31 December 2010 : 0.22%).

Credit risk

Credit Risk Management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has
adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the
equivalent of investment grade and above for Treasury management purposes. This information is supplied by independent rating agencies where available and if not available, the Group uses other publicly available financial information and its own
trading records to rate its major customers. The Groups exposure and the credit ratings of its counterparties are continuously monitored and credit exposure is controlled by counterparty limits.

The credit risk on liquid funds and derivative financial instruments is limited because counterparties are banks with high credit ratings assigned by international
credit rating agencies.

For cash and cash equivalents and treasury deposits, the Company only transacts with entities that are equivalent to investment
grade and above.

Disclosures related to the credit risk associated with trade receivables are in note 22.



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Financial statements

Notes to the consolidated financial statements continued



Liquidity risk

Liquidity Risk Management

The Group manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecast and actual cash flows and matching the maturity of
financial assets and liabilities. The Group has no significant borrowings from third parties and therefore liquidity risk is not considered a significant risk at this time. The table below details the Groups remaining contractual maturity for
its non-derivative financial liabilities with agreed repayment periods. The tables have been prepared based on undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.



|                                       |  |                                        |   |  |                         |  |       |                 |  |  |                 |  |  |                 |       |  |                        |  |       |            |  |  |        |  |  |  |        | 
|-------------------------------------- |  | -------------------------------------- | - |  | ----------------------- |  | ----- | --------------- |  |  | --------------- |  |  | --------------- | ----- |  | ---------------------- |  | ----- | ---------- |  |  | ------ |  |  |  | ------ | 
|28 December 2012                       |  | Weightedaverageeffectiveinterest rate% |   |  | Less thanone month$000 |  |       | 1-2 months$000 |  |  | 2-3 months$000 |  |  | 3-6 months$000 |       |  | More than6 months$000 |  |       | Total$000 | 
|Obligations under finance leases       |  |                                        |  |  |                         |  |      |                 |  |  | 340             |  |  |                 | 167   |  |                        |  |      |            |  |  | 1,056  |  |  |  | 1,563  | 
|Litigation accrual (undiscounted)      |  |                                        |  |  |                         |  | 3,125 |                 |  |  |                |  |  |                 |      |  |                        |  | 3,125 |            |  |  | 34,375 |  |  |  | 40,625 | 
|Other payables                         |  |                                        |  |  |                         |  | 1,762 |                 |  |  |                |  |  |                 | 4,766 |  |                        |  | 775   |            |  |  | 14,463 |  |  |  | 21,766 | 
|Onerous lease provision (undiscounted) |  |                                        |  |  |                         |  | 87    |                 |  |  | 83              |  |  |                 | 105   |  |                        |  | 282   |            |  |  | 5,103  |  |  |  | 5,660  | 
|                                       |  |                                        |   |  |                         |  | 4,974 |                 |  |  | 423             |  |  |                 | 5,038 |  |                        |  | 4,182 |            |  |  | 54,997 |  |  |  | 69,614 | 
|                                       |  |                                        |   |  |                         |  |      
|30 December 2011                       |  | Weightedaverageeffectiveinterest rate% |   |  | Less thanone month$000 |  |       | 1-2 months$000 |  |  | 2-3 months$000 |  |  | 3-6 months$000 |       |  | More than6 months$000 |  |       | Total$000 | 
|Obligations under finance leases       |  |                                        |  |  |                         |  |      |                 |  |  |                |  |  |                 |      |  |                        |  |      |            |  |  | 159    |  |  |  | 159    | 
|Litigation accrual (undiscounted)      |  |                                        |  |  |                         |  | 3,125 |                 |  |  |                |  |  |                 |      |  |                        |  | 3,125 |            |  |  | 46,875 |  |  |  | 53,125 | 
|Other payables                         |  |                                        |  |  |                         |  | 2,080 |                 |  |  |                |  |  |                 | 2,319 |  |                        |  | 775   |            |  |  | 16,969 |  |  |  | 22,143 | 
|Onerous lease provision (undiscounted) |  |                                        |  |  |                         |  | 10    |                 |  |  | 10              |  |  |                 | 10    |  |                        |  | 29    |            |  |  | 3,385  |  |  |  | 3,444  | 
|                                       |  |                                        |   |  |                         |  | 5,215 |                 |  |  | 10              |  |  |                 | 2,329 |  |                        |  | 3,929 |            |  |  | 67,388 |  |  |  | 78,871 | 

Fair Value of Financial Instruments

The fair values of financial assets and liabilities are determined as follows:

Trade receivables and trade and
other payables: The carrying amount of these short-term financial instruments approximates their fair value.

Derivatives: The fair value is
estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using an appropriate discount rate.

The carrying amounts of financial assets and liabilities in the financial statements approximates their fair values.

The following table provides an analysis of the financial assets, specifically money market funds and marketable debt instruments that are measured on a recurring
basis, subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

Level 1
fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 fair value
measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 fair value measurements are those derived from valuation techniques that include significant inputs for the asset and liability that are not based on
observable market data (unobservable inputs).



|                                                                    |  |                                                   |       |  |                                   |  |       |                               |  |  |            |  |  |  |       | 
|------------------------------------------------------------------- |  | ------------------------------------------------- | ----- |  | --------------------------------- |  | ----- | ----------------------------- |  |  | ---------- |  |  |  | ----- | 
|28 December 2012                                                    |  | Quoted prices inActive Marketsfor IdenticalAssets |       |  | Significant OtherObservableInputs |  |       | SignificantUnobservableInputs |  |  |            | 
|                                                                    |  | (Level 1)
$000                                   |       |  | (Level 2)
$000                   |  |       | (Level 3)$000                |  |  | Total$000 | 
|Financial assets at FVTPL                                           |  |                                                   |       |  |                                   |  |       |                               |  |  |            |  |  |  |       | 
|United States government fixed income debt securities (1)           |  |                                                   | 4,127 |  |                                   |  |      |                               |  |  |           |  |  |  | 4,127 | 
|Derivative instruments in designated hedge accounting relationships |  |                                                   |      |  |                                   |  | 2,496 |                               |  |  |           |  |  |  | 2,496 | 
|Fair value through profit and loss (FVTPL)                          |  |                                                   |      |  |                                   |  | 206   |                               |  |  |           |  |  |  | 206   | 
|Available for sale financial assets                                 |  |                                                   |       |  |                                   |  |       |                               |  |  |            |  |  |  |       | 
|Shares in unquoted equity securities                                |  |                                                   |      |  |                                   |  |      |                               |  |  | 3,719      |  |  |  | 3,719 | 



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Financial statements



|                                                                    |  |                                                   |        |  |                                   |  |        |                               |  |  |            |  |  |  |        |  
|------------------------------------------------------------------- |  | ------------------------------------------------- | ------ |  | --------------------------------- |  | ------ | ----------------------------- |  |  | ---------- |  |  |  | ------ | -
|30 December 2011                                                    |  | Quoted prices inActive Marketsfor IdenticalAssets |        |  | Significant OtherObservableInputs |  |        | SignificantUnobservableInputs |  |  |            | 
|                                                                    |  | (Level 1)
$000                                   |        |  | (Level 2)
$000                   |  |        | (Level 3)$000                |  |  | Total$000 | 
|Financial assets at FVTPL                                           |  |                                                   |        |  |                                   |  |        |                               |  |  |            |  |  |  |        |  
|United States government fixed income debt securities (1)           |  |                                                   | 15,938 |  |                                   |  |       |                               |  |  |           |  |  |  | 15,938 |  
|Derivative instruments in designated hedge accounting relationships |  |                                                   |       |  |                                   |  | 148    |                               |  |  |           |  |  |  | 148    |  
|Available for sale financial assets                                 |  |                                                   |        |  |                                   |  |        |                               |  |  |            |  |  |  |        |  
|Shares in unquoted equity securities                                |  |                                                   |       |  |                                   |  |       |                               |  |  | 3,610      |  |  |  | 3,610  |  
|Financial liabilities at FVTPL                                      |  |                                                   |        |  |                                   |  |        |                               |  |  |            |  |  |  |        |  
|Derivative instruments in designated hedge accounting relationships |  |                                                   |       |  |                                   |  | (1,550 | )                             |  |  |           |  |  |  | (1,550 | )
|Fair value through profit and loss (FVTPL)                          |  |                                                   |       |  |                                   |  | (35    | )                             |  |  |           |  |  |  | (35    | )



|(1) | Included within Treasury deposits within the consolidated balance sheet.
|--- | ------------------------------------------------------------------------

The fair value of the unquoted equity shares can be determined as management monitors the ongoing investments by oversight involvement in the investees and due to the recent nature of the purchase, by either the
Group or other equity holders of the investees.

Reconciliation of Level 3 fair value measurements of financial assets:



|                            |  |                                          |       | 
|--------------------------- |  | ---------------------------------------- | ----- | 
|                            |  | Available for saleUnquoted equities$000 |      
|Balance at 31 December 2010 |  |                                          | 1,000 | 
|Total gains and losses:     |  |                                          |       | 
|Purchases                   |  |                                          | 2,610 | 
|Balance at 30 December 2011 |  |                                          | 3,610 | 
|Total gains and losses:     |  |                                          |       | 
|Purchases                   |  |                                          | 109   | 
|Balance at 28 December 2012 |  |                                          | 3,719 | 

37. Related Party Transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Remuneration of key management personnel

The remuneration of the directors, who are the key
management personnel of the Group, is set out below:



|                             |  |                                     |       |  |                                     |  |       |                                     |  |  |       | 
|---------------------------- |  | ----------------------------------- | ----- |  | ----------------------------------- |  | ----- | ----------------------------------- |  |  | ----- | 
|                             |  | 52 weeks ended28 December 2012$000 |       |  | 52 weeks ended30 December 2011$000 |  |       | 52 weeks ended31 December 2010$000 | 
|Short-term employee benefits |  |                                     | 5,004 |  |                                     |  | 6,558 |                                     |  |  | 4,582 | 
|Post-employment benefits     |  |                                     | 173   |  |                                     |  | 182   |                                     |  |  | 228   | 
|Share-based payment          |  |                                     | 3,721 |  |                                     |  | 765   |                                     |  |  | 1,398 | 
|                             |  |                                     | 8,898 |  |                                     |  | 7,505 |                                     |  |  | 6,208 | 

During 2011, Joep van Beurden (CEO) was appointed Chairman of the Global Semiconductor Alliance (GSA). Prior to this, Joep had held
the position of Vice Chairman of this organisation since 2009. CSR plc has paid membership fees of $25,000 to the GSA during the course of 2012 (2011: $25,000), sponsorship fees of $22,100 (2011: $17,100) and conference fees of $2,985 (2011: $nil).

Prior to the acquisition of Zoran Corporation, Levy Gerzberg held an interest in Zoran common stock and in options to acquire Zoran common stock
pursuant to option plans operated by Zoran and which were subsequently assumed by Zoran.

With effect from completion on 31 August 2011, these
interests were converted into 120,737 shares and 1,015,318 options to acquire CSR ADSs.

Dividends totalling $143,287 (2011: $237,671) were paid in the
year in respect of ordinary shares held by the Companys directors.

38. Disposal of Development Operations

On 17 July 2012, the Group entered into a conditional binding agreement with Samsung, for the transfer of development operations in handset connectivity and
location, including 311 people, together with certain rights over the Groups technology in these areas. None of the revenues associated with the Groups existing handset products were transferred as part of the transaction. This
transaction was completed on 4 October 2012.

The Consideration is subject to adjustment by up to US$10 million in certain circumstances relating to the
achievement of contractual milestones. At the balance sheet date the fair value of the probabilities of these possible circumstances and their outcomes were assessed and deemed to be less than $100,000.

The disposal was effected so that the Group could concentrate investment and resources on its five high growth markets of Voice & Music, Automotive
Infotainment, Indoors Location, Imaging and Bluetooth Smart, accelerate its higher margin platform strategy and improve the Groups overall market position.



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Financial statements

Notes to the consolidated financial statements continued



The net assets transferred on 4 October 2012 are as follows:



|                                                                                        |  |       |         |  
|--------------------------------------------------------------------------------------- |  | ----- | ------- | -
|                                                                                        |  | $000 |        
|Attributable goodwill                                                                   |  |       | 151,477 |  
|Financial assets                                                                        |  |       | 2,877   |  
|Property, plant and equipment                                                           |  |       | 3,103   |  
|Intangible assets                                                                       |  |       | 3,413   |  
|Financial liabilities                                                                   |  |       | (1,713  | )
|Net assets disposed                                                                     |  |       | 159,157 |  
|Additional liabilities recognised on
disposal1                                          |  |       | 23,665  |  
|Gain on disposal of development operations in handset connectivity and handset
location |  |       | 127,178 |  
|Total consideration                                                                     |  |       | 310,000 |  
|Purchase price:                                                                         |  |       |         |  
|Cash and cash equivalents                                                               |  |       | 272,900 |  
|Cash held in an escrow account                                                          |  |       | 31,000  |  
|Witholding tax receivable                                                               |  |       | 6,100   |  
|                                                                                        |  |       | 310,000 |  
|Net cash inflow arising on disposal:                                                    |  |       |         |  
|Consideration received in cash and cash equivalents                                     |  |       | 272,900 |  
|Disposed cash and cash equivalents                                                      |  |       | (1,577  | )
|Directly attributable costs                                                             |  |       | (13,122 | )
|                                                                                        |  |       | 258,201 |  



|1 | Additional liabilities recognised on disposal primarily consists of additional employee compensation, incurred in conjunction with the transfer of 311 employees
to Samsung, and professional fees incurred for the Samsung Transaction
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The gain on the disposal of these development operations in
handset connectivity and location has been recognised within the Groups operating profit for the period ended 28 December 2012.

As part of the
transaction, the Groups entire shareholding in Cambridge Silicon Radio Sarl was transferred to Samsung. The gain recognised on this disposal was $8.5 million and this was recognised within the Groups operating profit, as part of the
total gain on disposal of development operations in handset connectivity and location.

Prior to disposal the costs of these development operations have
been disclosed in the Legacy operating segment.

39. Acquisition of Subsidiary

Zoran Corporation

On 31 August 2011, the Group acquired 100% of the issued share capital of
Zoran Corporation (Zoran), a semiconductor supplier of video and imaging technology for cameras, televisions, silicon tuners and printing, for a consideration of $440.5 million.

The acquisition of Zoran provides CSR with imaging technology, which will complement CSRs existing wireless connectivity, audio and location technologies and gives greater access to new markets which require
location and wireless connectivity.

Each share of Zoran common stock was exchanged for 0.589 of a CSR plc ordinary share, par value
£0.001 per share and a total cash payment of $316.4m. The Group issued 29,774,144 shares in CSR plc as part of this consideration at a CSR plc share price of £2.215 and exchange rate of 1.6304 US dollars to GBP.



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Financial statements



The acquisition note is shown below:



|                                                                            |  |       |          |  
|--------------------------------------------------------------------------- |  | ----- | -------- | -
|Recognised amounts of assets acquired and liabilities assumed at fair value |  | $000 |         
|Financial assets                                                            |  |       | 271,287  |  
|Inventory                                                                   |  |       | 62,833   |  
|Property, plant and equipment                                               |  |       | 12,451   |  
|Intangible assets                                                           |  |       | 99,276   |  
|Financial liabilities                                                       |  |       | (114,005 | )
|Net assets acquired                                                         |  |       | 331,842  |  
|Allocation to goodwill                                                      |  |       | 108,703  |  
|Total consideration                                                         |  |       | 440,545  |  
|Purchase price:                                                             |  |       |          |  
|Cash                                                                        |  |       | 316,445  |  
|Fair value of shares issued                                                 |  |       | 107,524  |  
|Fair value of share options exchanged                                       |  |       | 16,576   |  
|                                                                            |  |       | 440,545  |  
|Net cash outflow arising on acquisition                                     |  |       |          |  
|Cash consideration                                                          |  |       | (316,445 | )
|Cash and cash equivalents acquired                                          |  |       | 192,583  |  
|Directly attributable costs                                                 |  |       | (18,513  | )
|                                                                            |  |       | (142,375 | )

Cash and cash equivalents acquired totalled $192.6 million. Treasury and investments of $30.6 million were also acquired, giving a
total of $223.2 million of cash, cash equivalents, treasury deposits and investments acquired.

The goodwill arising on the acquisition is attributable
to future income from new customer contracts, the acquired workforce and future technology that has yet to be designed or even conceived. It is not anticipated that any of the goodwill will be deductible for income tax purposes.

The gross value of financial assets acquired includes receivables with a fair value of $32.1 million and a gross contractual value of $32.1 million. The best
estimate at the acquisition date of the contractual cash flows not to be collected is $0 million. The amount of goodwill recognised on acquisition was revised to $108.7m (30 December 2011: $108.1m), due to a change in the fair value of assets
acquired, amounting to $0.6m identified during 2012. Prior period comparatives have not been restated because the amount is not material.

Attributable
costs amount to $18.5 million and have been charged to SG&A and to the share premium account.

Zoran Corporation contributed $111.4 million to
revenue and a profit of $20.3 million between the date of acquisition and 30 December 2011.

If the acquisition of Zoran Corporation had been
completed on the first day of the accounting period, Group revenues for the 52 week period ended 30 December 2011 would have been $1,074.5 million and the Group loss would have been $50.0 million. This does not reflect any synergistic benefits
of the acquisition for the period prior to the acquisition.

APT Licensing Limited

On 20 July 2010, CSR plc acquired 100% of the issued share capital of APT Licensing Limited (APT), a leading ultra-high quality codec developer, for a
consideration of $3.9 million. The acquisition will enhance CSRs technical capability in audio codecs and strengthen the Groups presence in mobile and wireless audio streaming.

The acquisition note is shown below:



|                                                                           |  |       |        |  
|-------------------------------------------------------------------------- |  | ----- | ------ | -
|Recognised amounts of identifiable assets acquired and liabilities assumed |  | $000 |       
|Financial assets                                                           |  |       | 813    |  
|Property, plant and equipment                                              |  |       | 117    |  
|Intangible assets                                                          |  |       | 2,500  |  
|Financial liabilities                                                      |  |       | (2,760 | )
|                                                                           |  |       | 670    |  
|Goodwill                                                                   |  |       | 3,200  |  
|Total consideration                                                        |  |       | 3,870  |  
|Satisfied by:                                                              |  |       |        |  
|Cash                                                                       |  |       | 2,330  |  
|Contingent consideration arrangement                                       |  |       | 1,540  |  
|Total consideration transferred                                            |  |       | 3,870  |  
|Net cash outflow arising on acquisition                                    |  |       |        |  
|Cash consideration                                                         |  |       | (2,330 | )
|Cash and cash equivalents acquired                                         |  |       | 428    |  
|                                                                           |  |       | (1,902 | )



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Financial statements

Notes to the consolidated financial statements continued



The fair value of the financial assets includes trade receivables with a fair value of $0.11 million and a gross contractual value of $0.14 million. The best estimate, at the acquisition date of the
contractual cash flows not to be collected is $0.03 million.

The goodwill of $3.2 million arising from the acquisition is attributable to future
customer contracts, the development of future apt-X technology and the assembled APT workforce which are not recognisable as an asset. None of the goodwill recognised is expected to be deductible for income tax purposes.

The contingent consideration arrangement was dependent on the volume of shipments of APT products in the period from the acquisition date to 31 December 2011.

The potential undiscounted amount of all future payments that the Group could be required to make under the contingent consideration arrangement is
between $nil and $3.0 million and is payable on 31 December 2011.

The fair value of the contingent consideration arrangement of $1.54 million was
estimated on the basis of a probability weighted forecast of the number of units of APT products to be sold in the earn-out period, discounted at 3.4%. This was not paid.

Acquisition-related costs included within administrative expenses in the CSR plc consolidated income statement for the 52 weeks ended 31 December 2010 amounted to $0.4 million.

As a condition of the acquisition agreement, CSR re-paid $2.0 million of outstanding loans of APT on completion of the acquisition.

APT Licensing Limited contributed $0.2 million to revenue and a loss of $0.2 million to the Groups profit for the period between the date of the acquisition
and the balance sheet date.

If the acquisition of APT Licensing Limited had been completed on the first day of the accounting period, Group revenues for
the period ended 31 December 2010 would have been $801.0 million and Group profit would have been $15.3 million.



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Other information



Directors report  other information

Five year summary



The following selected historical financial data should be read in conjunction with the Business and Financial Review and the consolidated financial statements and related notes included elsewhere in
this Annual Report. The following selected historical financial data as of 28 December 2012 and 30 December 2011, and for the periods ended 28 December 2012, 30 December 2011, and 31 December 2010 has been derived from our
audited consolidated financial statements included elsewhere in this Annual Report.

The selected historical financial data presented below as of
31 December 2010, 1 January 2010, and 1 January 2009 and for the periods ended 1 January 2010 and 2 January 2009, have been derived from the audited financial statements of the Group, which are not included herein. The
selected historical financial data as of each date and for each period presented, are prepared and presented in accordance with IFRS. These historical results are not necessarily indicative of results to be expected in any future period.



|                                      |  |           |             |   |           |  |             |           |  |  |             |   |  |           |             |   |  |  |             |  
|------------------------------------- |  | --------- | ----------- | - | --------- |  | ----------- | --------- |  |  | ----------- | - |  | --------- | ----------- | - |  |  | ----------- | -
|                                      |  | 2012$000 |             |   | 2011$000 |  |             | 2010$000 |  |  | 2009$000   |   |  | 2008$000 |            
|Results                               |  |           |             |   |           |  |             |           |  |  |             |   |  |           |             |   |  |  |             |  
|Revenue                               |  |           | 1,025,356   |   |           |  | 845,190     |           |  |  | 800,608     |   |  |           | 601,399     |   |  |  | 694,865     |  
|Operating profit (loss)               |  |           | 107,913     |   |           |  | (48,365     | )         |  |  | (6,253      | ) |  |           | (15,914     | ) |  |  | (8,515      | )
|Profit (loss) before tax              |  |           | 101,982     |   |           |  | (51,464     | )         |  |  | (5,705      | ) |  |           | (14,242     | ) |  |  | (6,451      | )
|Taxation                              |  |           | (50,749     | ) |           |  | 85,330      |           |  |  | 22,331      |   |  |           | 2,933       |   |  |  | (488        | )
|Profit (loss) for the financial year  |  |           | 51,233      |   |           |  | 33,866      |           |  |  | 16,626      |   |  |           | (11,309     | ) |  |  | (6,939      | )
|Assets employed                       |  |           |             |   |           |  |             |           |  |  |             |   |  |           |             |   |  |  |             |  
|Total assets                          |  |           |             |   |           |  |             |           |  |  |             |   |  |           |             |   |  |  |             |  
|Non-current assets                    |  |           | 452,811     |   |           |  | 617,068     |           |  |  | 318,191     |   |  |           | 311,317     |   |  |  | 181,773     |  
|Net current assets                    |  |           | 287,467     |   |           |  | 312,615     |           |  |  | 505,312     |   |  |           | 465,510     |   |  |  | 307,810     |  
|Non-current liabilities               |  |           | (45,344     | ) |           |  | (51,776     | )         |  |  | (48,939     | ) |  |           | (2,716      | ) |  |  | (22,837     | )
|Net assets                            |  |           | 694,934     |   |           |  | 877,907     |           |  |  | 774,564     |   |  |           | 774,111     |   |  |  | 466,746     |  
|Authorised share capital (£000)      |  |           | 350,000     |   |           |  | 350,000     |           |  |  | 350,000     |   |  |           | 350,000     |   |  |  | 185,000     |  
|Number of shares outstanding (number) |  |           | 181,896,339 |   |           |  | 215,667,851 |           |  |  | 184,953,312 |   |  |           | 182,187,878 |   |  |  | 132,890,821 |  
|Key statistics                        |  |           | $           |   |           |  | $           |           |  |  | $           |   |  |           | $           |   |  |  | $           |  
|Earnings (loss) per share             |  |           | 0.26        |   |           |  | 0.19        |           |  |  | 0.09        |   |  |           | (0.07       | ) |  |  | (0.05       | )
|Diluted earnings (loss) per share     |  |           | 0.25        |   |           |  | 0.19        |           |  |  | 0.09        |   |  |           | (0.07       | ) |  |  | (0.05       | )



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Directors report  other information

Corporate and share information



History and development

CSR plc is the holding company of an international group of companies, the principal activities of which are the design and supply of integrated circuits (silicon
chips) and multifunction platforms for a broad range of devices and applications that are used in a variety of electronic products, primarily for consumer markets. CSR is domiciled in England and Wales, and its registered office and principal place
of business is at Churchill House, Cambridge Business Park, Cowley Road, Cambridge, CB4 0WZ. Its telephone number is +44 (0) 1223 692000.

CSR was
established in Cambridge in April 1999 by an engineering and marketing team that previously worked at Cambridge Consultants Limited, a technology and consulting firm based in Cambridge that transferred certain assets, including the assignment and
license on a non-exclusive royalty free basis of intellectual property rights, to CSR in exchange for ordinary shares.

CSR plc (the holding company) was
incorporated and registered in England and Wales on 26 March 2001 with the name Cambridge Silicon Radio Holdings Limited (registered number 04187346), as a private company limited by shares under the Companies Act 1985. On 10 July 2001,
the company was re-registered as a public company limited by shares with the name Cambridge Silicon Radio Holdings plc; on 25 October 2002, it was re-registered as a private company limited by shares with the name Cambridge Silicon Radio
Holdings Limited; and on 19 February 2004, it was re-registered as a public company limited by shares with the name CSR plc. CSR ordinary shares were admitted to the Official List of the UK Listing Authority and to trading on the main market of
the London Stock Exchange in March 2004. CSR is a constituent of the FTSE 250 Index. In connection with the acquisition of Zoran Corporation in August 2011, ordinary shares issued by CSR in the form of American Depositary Shares (ADSs)
were listed on the NASDAQ Global Select market.

Beginning in 2005, we have sought to broaden our technological base and product range through a series
of acquisitions, as follows:



| |  | In March 2005, we acquired Clarity Technologies, Inc. for $17.1 million, in cash.
|- |  | ---------------------------------------------------------------------------------



| |  | In August 2005, we acquired the software business of UbiNetics (VPT) Limited for $48 million in cash. (In May 2008, as a result of an operational strategy
assessment, we decided to cease our ongoing investment in the UbiNetics protocol software development programme, which had been acquired with the software business of UbiNetics in August 2005.)
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In January 2007, we acquired NordNav Technologies AB for an initial consideration of $40 million, in cash. In 2008, we paid a further consideration of $17.5
million in cash. Through this acquisition, we acquired early-stage GPS technology and intellectual property to develop a software-based GPS solution.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In January 2007, we also acquired Cambridge Positioning Systems Limited for $35 million in cash. Through this acquisition, we acquired specialised location
system technology to address solutions when GPS signals may be unavailable (e.g. indoors).
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In June 2009, we acquired SiRF Technology Holdings Inc, for a consideration of $281.5 million satisfied by the issue of shares in CSR plc to holders of SiRF
common stock, as at 26 June 2009, at a ratio of 0.741 of a CSR ordinary share for each SiRF share of common stock. Through the merger, we acquired a leader in semiconductor-based GPS location platforms with strong hardware, software and system
capabilities, as a further step towards building our position in multifunction platforms.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In July 2010, we acquired APT Licensing Limited, a leading ultra-high quality codec developer, for an initial consideration of $4.25 million. Through this
acquisition, we acquired technical capability in audio codecs to further strengthen our presence in mobile and wireless audio streaming.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In August 2011, we acquired Zoran Corporation, a leading provider of digital solutions for the digital entertainment and digital imaging markets, for a
consideration of $440.5 million, satisfied by: (i) the payment of $316.4 million in cash (being a payment of $6.26 in cash for each share of Zoran Corporation common stock held); and (ii) the issue of ordinary shares in CSR plc in the form
of ADSs (each ADS representing four ordinary shares in CSR plc) at a ratio of 0.589 ordinary shares for each Zoran share of common stock, to holders of Zoran Corporation common stock, as at 31 August 2011. Through the acquisition, Zoran
provided the enlarged CSR group with imaging and video capabilities to further strengthen CSRs core business within its existing markets and to create new growth opportunities within global electronics markets such as internet-enabled,
location-aware digital cameras, enhanced video and imaging, automotive infotainment platforms and peripherals.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In October 2012, we completed the transfer of our handset connectivity and handset location development operations and technology along with 311 people to
Samsung Electronics Co. Ltd. for US$310 million in cash (the Transaction). The Consideration is subject to an adjustment in certain circumstances linked to progress with finalising development of CSR9800. The maximum adjustment is a $10
million increase or decrease. The Transaction accelerated the execution of the Companys strategy of focusing on markets where it has leadership positions and the ability to deliver differentiated platforms and products through the application
of its market-leading technologies and IP. In addition, on completion of the Transaction, Samsung Electronics Europe Holding Coöperatief U.A. invested US$34.4 million in return for new ordinary shares in the Company.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Other information





| |  | Following completion of the Transaction, the Company initiated a tender offer pursuant to the terms set out in a circular posted to shareholders on
29 October 2012 (the Tender Offer). The Tender Offer closed on 29 November 2012 and was oversubscribed, with a total of 100,479,558 ordinary shares (including ordinary shares represented by ADSs) being properly tendered and not
withdrawn by shareholders and ADS holders. US$285 million was returned to shareholders by the purchase of 49,080,388 ordinary shares at a price of 360 pence per ordinary share, effective 30 November 2012 applying a pro-ration of approximately
88.9% reflecting the oversubscription. The ordinary shares acquired by the Company were cancelled on 30 November 2012 and none of them were transferred to treasury. The revised issued share capital on the day of completing the Tender Offer was
165,411,588 ordinary shares, excluding treasury shares of 16,193,671 million ordinary shares at that date.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sales and
marketing

CSRs sales and marketing function is centered in Cambridge, United Kingdom and Sunnyvale, United States with sales and liaison offices
in Burlington and Plano, United States; Haifa, Israel; Hsinchu and Taipei, Taiwan; Seoul and Gumi, South Korea; Tokyo, Japan; Singapore; Beijing, Shanghai and Shenzhen, China.

CSR markets to OEMs and ODMs, principally through our direct sales force and, in North America, through sales representatives. CSR also markets its products through a global network of distributors.

CSRs marketing efforts are supported by a team of applications engineers who provide technical support and assistance to existing and potential customers in
designing, testing and qualifying systems that incorporate its products. This support is generally provided without charge to customers who have the potential to purchase large volumes of products. An important part of CSRs marketing effort
involves providing technical support to product developers to encourage them to design products using CSRs chips. For this purpose, CSR provides a range of development kits and tools. For a discussion of CSRs revenue by product segment,
see Business and Financial Review  Financial Performance  Segmental Analysis of this Annual Report. For a discussion of CSRs revenues by geographic area, see Business and Financial Review  Financial
Performance  Geographical Analysis of this Annual Report.

Manufacturing and assembly

CSR is a fabless semiconductor company, which means we subcontract all aspects associated with the manufacture and testing of our products prior to
shipping to our customers. TSMC and ASE remain the primary vendors for wafer fabrication, test, assembly and packaging although we have enlarged our supplier base following the acquisitions of SiRF and Zoran. CSR sources the manufacture and test of
our products from a number of locations across the world, comprising Taiwan, United States, South Korea, Malaysia and Singapore. We do not have long-term contracts with any of these third parties, and thus have no contractual assurance as to their
long-term availability or the costs associated with the supply of products and services.

Through all our subcontractors, we work to ensure that the
Group is able to maintain sufficient capacity to support the demand for our products. Such continuity of supply can be affected in the event of a loss of capacity at a supplier due to events affecting their business, or increased demand from our
competitors which may mean we are unable to secure the volumes of products we require to meet customer demand. This is discussed in more detail on pages 40 and 49 in the section which explains risk factors which might affect our business.

Raw materials

CSR sources the
manufacture of its silicon wafers, and sources the testing of wafers and packaging of its integrated circuits from various subcontractors named above, who have facilities spread across multiple locations, primarily in the Asia Pacific region. CSR
also purchases memory and certain other passive components from other commodity suppliers. These are standard components capable of being obtained through alternative sources, subject to the conduct of a product qualification process prior to
adoption into manufacturing. The prices of raw materials may be volatile.

Seasonality

CSR has historically experienced increased net revenue in its second and third quarters primarily due to seasonal demand related to the holiday season and end of
calendar year spending patterns in corporate budgets. Due to continued economic uncertainty and other factors, past historical patterns should not be considered a reliable indicator of CSRs future net revenue or financial performance and
historical seasonal patterns may not recur.

Governmental regulation

For a discussion of the possible effects of governmental regulations on CSRs business, please refer to the Risk Factors and to the discussion of international political and other risks on page 50.

Intellectual property

Our success and ability to
compete depends to a significant degree upon the protection of our proprietary technology. As of 28 December 2012, we had approximately 1550 patents granted worldwide (with expiration dates ranging from 2013 to 2031) and approximately 1000
pending patent applications. We intend to continue to assess appropriate occasions for seeking patent protection for those aspects of our technology that we believe provides significant competitive advantage. Although we file patents to protect our
inventions, our revenue is not dependent on any particular patent. We do not believe that the expiration or loss of a particular patent would materially harm our business.

CSRs Bluetooth products use the Bluetooth trademark, which is owned by the Bluetooth SIG, or special interest group, a trade association of which CSR is a member. Any company incorporating Bluetooth wireless
technology into products or services, or re-branding a product with Bluetooth technology, must become a member of the Bluetooth SIG. The Bluetooth trademark is licensed on a worldwide, royalty-free, non-exclusive, non-transferable, personal basis
for use by companies that are incorporating qualified Bluetooth wireless technology into their products. CSR is a licensee of the Bluetooth trademark.



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CSR plc

Churchill House

Cambridge Business Park

Cowley Road

Cambridge

CB4 OWZ

Registered in England and Wales 4187346

www.csr.com

Advisors



|                                                          |  |                                                                                         
|--------------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|Auditors                                                  |  | Deloitte LLP                                                                            
|Corporate brokers                                         |  | JPMorgan Cazenove Limited                                                               
|Solicitors                                                |  | Slaughter and May                                                                       
|Bank                                                      |  | Lloyds TSB Bank plc                                                                     
|Share Information at 20 March 2013                        |  |                                                                                         
|Shares outstanding (including shares underlying the ADSs) |  | 169,543,749                                                                             
|Trading Symbol (Ordinary Shares )                         |  | CSR.L                                                                                   
|Country of Registration                                   |  | England                                                                                 
|Market                                                    |  | London Stock Exchange                                                                   
|SEDOL                                                     |  | 3414738                                                                                 
|Registrar                                                 |  | Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA                    
|ADSs                                                      |  | evidenced by American Depositary Receipts, each ADS representing 4ordinary shares of CSR
|Trading Symbol (ADSs)                                     |  | CSRE                                                                                    
|Market                                                    |  | NASDAQ Global Select Market                                                             
|Depositary                                                |  | JPMorgan Chase Bank N.A., PO Box 64504, St. Paul, MN 55164-0504                         

ADS payment information

The rights of ADS holders are set forth in the deposit agreement (Deposit Agreement) entered into among JPMorgan Chase Bank, N.A., as depositary (the Depositary), ADS holders from time to
time and CSR. CSR filed the Deposit Agreement with the SEC as an exhibit to its registration statement on Form F-6 on 26 July 2011. We summarize below some provisions of the Deposit Agreement relating to fees and charges that an ADS holder may
have to pay, as well as fees and other payments made by the Depositary to CSR.

Fees payable by ADS holders

Under the terms of the Deposit Agreement, an ADR holder may have to pay the following service fees to the Depositary:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | Fees                                                                                                                                                                           
|Issuances, including against the deposit of ordinary shares, in respect of distribution of shares, rights or other property, stock
dividend, stock splits, rights, merger; exchange of securities or other transaction or event or other distribution affecting the ADSs or ordinary shares                                                                                                                                                                                                                                                                                  |  | Up to US$5.00 per 100 ADSs (or fraction thereof) issued                                                                                                                        
|Surrender of ADSs for withdrawal of ordinary shares, cancellation or reduction of ADSs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Up to US$5.00 per 100 ADSs (or fraction thereof) issued                                                                                                                        
|Cash distributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Up to US$0.05 per ADS                                                                                                                                                          
|Transfer of ADRs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | US$1.50 per ADR presented for transfer                                                                                                                                         
|Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs that would have
been charged as a result of the deposit of such securities                                                                                                                                                                                                                                                                                                                                                                            |  | Up to US$5.00 per 100 ADSs (or fraction thereof) issued                                                                                                                        
|Depositary administration services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Up to US$0.05 per ADS payable at the sole discretion of theDepositary by billing ADS holders or by deducting charges
fromone or more cash dividends or other cash distributions
|Expenses of the Depositary incurred on behalf of ADS holders, including in connection with (a) compliance with applicable law or
regulation (e.g., foreign exchange control regulations or any law or regulation relating to foreign investment), (b) stock transfer or other taxes and governmental charges, (c) electronic and facsimile transmission/delivery charges, (d) transfer or
registration fees for the registration or transfers of underlying shares, and (e) the conversion of foreign currency into US dollars (which are paid out of such foreign currency) |  | Expenses payable at the sole discretion of the Depositary by billingADS holders or by deducting charges from one or more
cashdividends or other cash distributions             

The Depositary has agreed to waive the issuance fee for the issuance of ADSs against the deposit of ordinary shares in connection
with certain events and not to charge ADS holders for certain cash dividend fees or annual administrative service fees, unless otherwise agreed with CSR.



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|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Other information



Fees and payments made by the Depositary to CSR

The Depositary has agreed to waive certain fees and expenses relating to the establishment of the CSR ADS programme, including legal counsels fees incurred by the Depositary. The Depositary has also agreed to
reimburse CSR up to a certain limit for certain expenses in connection with the maintenance of the ADS programme, including investor relations activities, listing fees and reasonable legal, audit and accounting fees. The Depositary has further
agreed to waive, on an annual basis, servicing fees relating to routine corporate actions, as well as other administration and operating expenses, including maintenance of DR register, administration of ADS holders accounts and custodian
reconciliation.

During the first year period after the effective date of the Deposit Agreement, the Depositary has agreed to reimburse CSR up to $50,000
for certain expenses incurred by CSR in connection with the establishment of the ADS program. As of 28 December 2012, no fees or other payments were paid by the Depositary to CSR.

Capital structure



|                  |  |                       |       |  |                            |  |       | 
|----------------- |  | --------------------- | ----- |  | -------------------------- |  | ----- | 
|Holding           |  | Number ofShareholders |       |  | % age of totalshareholders | 
|1  1,000         |  |                       | 706   |  |                            |  | 48.26 | 
|1,001  5,000     |  |                       | 336   |  |                            |  | 22.96 | 
|5,001  10,000    |  |                       | 111   |  |                            |  | 7.59  | 
|10,001  50,000   |  |                       | 145   |  |                            |  | 9.91  | 
|50,001  100,000  |  |                       | 45    |  |                            |  | 3.07  | 
|100,001  250,000 |  |                       | 39    |  |                            |  | 2.67  | 
|Over 250,000      |  |                       | 81    |  |                            |  | 5.54  | 
|Total             |  |                       | 1,463 |  |                            |  | `100  | 

Market prices

The
primary trading market for CSR ordinary shares is the London Stock Exchange, where CSR ordinary shares trade under the ticker symbol CSR.L. As of 28 December 2012, there were 181,896,339 CSR ordinary shares outstanding, of which
16,054,999 shares were held in treasury.

The following table shows the high and low market prices for CSR ordinary shares in pounds sterling for the
five most recent full financial years, for each full financial quarter for the two most recent full financial years and for each month within the last six months:



|                    |  |      |        |  |                                |  |        | 
|------------------- |  | ---- | ------ |  | ------------------------------ |  | ------ | 
|Year                |  | High |        |  | CSR Ordinary Shares (pence)Low | 
|2012                |  |      | 365.60 |  |                                |  | 187.80 | 
|2011                |  |      | 447.00 |  |                                |  | 154.10 | 
|2010                |  |      | 505.00 |  |                                |  | 280.90 | 
|2009                |  |      | 508.00 |  |                                |  | 157.25 | 
|2008                |  |      | 600.00 |  |                                |  | 150.25 | 
|                    |  |     
|Quarter             |  | High |        |  | CSR Ordinary Shares (pence)Low | 
|Fourth Quarter 2012 |  |      | 365.60 |  |                                |  | 324.50 | 
|Third Quarter 2012  |  |      | 338.40 |  |                                |  | 218.30 | 
|Second Quarter 2012 |  |      | 236.10 |  |                                |  | 194.60 | 
|First Quarter 2012  |  |      | 275.00 |  |                                |  | 187.80 | 
|Fourth Quarter 2011 |  |      | 204.20 |  |                                |  | 154.10 | 
|Third Quarter 2011  |  |      | 321.60 |  |                                |  | 208.00 | 
|Second Quarter 2011 |  |      | 391.40 |  |                                |  | 302.00 | 
|First Quarter 2011  |  |      | 447.00 |  |                                |  | 350.30 | 
|                    |  |     
|Month               |  | High |        |  | CSR Ordinary Shares (pence)Low | 
|February
20131      |  |      | 389.80 |  |                                |  | 364.00 | 
|January 2013        |  |      | 376.20 |  |                                |  | 346.70 | 
|December 2012       |  |      | 343.20 |  |                                |  | 332.00 | 
|November 2012       |  |      | 365.60 |  |                                |  | 335.10 | 
|October 2012        |  |      | 352.90 |  |                                |  | 324.50 | 
|September 2012      |  |      | 333.00 |  |                                |  | 308.10 | 

|1 | The information for February 2013 is as at 15 February 2013, the latest practicable date prior to the signing of this report.
|- | -----------------------------------------------------------------------------------------------------------------------------

From 31 August 2011, CSR ordinary shares have been listed on the NASDAQ Global Select Market in the form of ADSs, with each ADS representing four ordinary
shares of CSR; the ticker symbol is CSRE.



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The following table shows the high and low market prices for CSR ADSs in US dollars for the full year 2012, for the portion of the 2011
financial year from the commencement of the listing, for the financial quarters since the listing (part of the Third Quarter 2011 and full quarters from the Fourth Quarter 2011 onwards) and for each month within the last six months:



|                                                                                                                                  |  |      |       |  |                    |  |       | 
|--------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- |  | ------------------ |  | ----- | 
|                                                                                                                                  |  |     
|Year                                                                                                                              |  | High |       |  | CSR ADSs (US $)Low | 
|2012                                                                                                                              |  |      | 23.10 |  |                    |  | 11.51 | 
|2011                                                                                                                              |  |      | 15.20 |  |                    |  | 9.38  | 
|                                                                                                                                  |  |     
|Quarter                                                                                                                           |  | High |       |  | CSR ADSs (US $)Low | 
|Fourth Quarter 2012                                                                                                               |  |      | 23.10 |  |                    |  | 20.74 | 
|Third Quarter 2012                                                                                                                |  |      | 21.15 |  |                    |  | 13.56 | 
|Second Quarter 2012                                                                                                               |  |      | 15.13 |  |                    |  | 12.02 | 
|First Quarter 2012                                                                                                                |  |      | 16.32 |  |                    |  | 11.51 | 
|Fourth Quarter 2011                                                                                                               |  |      | 13.05 |  |                    |  | 9.38  | 
|Third Quarter 2011                                                                                                                |  |      | 15.20 |  |                    |  | 12.98 | 
|                                                                                                                                  |  |     
|Month                                                                                                                             |  | High |       |  | CSR ADSs (US $)Low | 
|February
20131                                                                                                                    |  |      | 24.26 |  |                    |  | 22.87 | 
|January 2013                                                                                                                      |  |      | 24.18 |  |                    |  | 22.23 | 
|December 2012                                                                                                                     |  |      | 22.14 |  |                    |  | 21.32 | 
|November 2012                                                                                                                     |  |      | 23.10 |  |                    |  | 21.45 | 
|October 2012                                                                                                                      |  |      | 22.76 |  |                    |  | 20.74 | 
|September 2012                                                                                                                    |  |      | 21.15 |  |                    |  | 19.77 | 
|1   The information for February 2013 is as at 15 February
2013, the latest practicable date prior to the signing of this report. | 

Share buy-back

During the period covered by this Annual Report, CSR undertook open-market purchases of its ordinary shares. The purchases, which are set forth in the table below,
were instituted by the Board of CSR under authorities granted by shareholders at general meetings. This is explained in more detail on page 19 of the Business Review.



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |            |        |  |          |  |        |                               |  |  |                                    |  |  |                                                                                |        |  |                                                                                                                      |  |           |  |  |  |   | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------- | ------ |  | -------- |  | ------ | ----------------------------- |  |  | ---------------------------------- |  |  | ------------------------------------------------------------------------------ | ------ |  | -------------------------------------------------------------------------------------------------------------------- |  | --------- |  |  |  | - | 
|Issuer Purchases ofEquity Securities Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Start date |        |  | End date |  |        | TotalNumber ofSharesPurchased |  |  | AveragePrice Paid perShare (pence) |  |  | Total Number of SharesPurchased as Part of PubliclyAnnounced Plans
orPrograms1 |        |  | Maximum Number (orApproximate Dollar Value) ofShares (or units) that May
Yetbe Purchased Under the Plansor Programs2 | 
|February 2012                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |            | 24-Feb |  |          |  | 28-Feb |                               |  |  | 585,000                            |  |  |                                                                                | 249.84 |  |                                                                                                                      |  | 585,000   |  |  |  |  | 
|March 2012                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |            | 1-Mar  |  |          |  | 30-Mar |                               |  |  | 1,865,484                          |  |  |                                                                                | 239.61 |  |                                                                                                                      |  | 1,865,484 |  |  |  |  | 
|1   On 20 February 2012, CSR announced its intention to
undertake open-market purchases of its ordinary shares up to US$50 million (the 2012 Share Buyback), approximately US$9.4 million of which was expended. The 2012 Share Buyback was instituted by the Board of CSR under a general authority
provided by shareholders at an AGM held in May 2011. This general authority is renewed generally on an annual basis and in respect of the 2012 Share Buyback was renewed at the AGM held in May 2011. | 

Tender Offer

During
the period covered by this Annual Report, CSR undertook the purchase of its ordinary shares via a tender offer, pursuant to terms set out in a circular posted to shareholders on 29 October 2012 and under authority given by shareholders at a
General Meeting held on 17 August 2012. For more information please see the Chairmans Statement on pages 6 and 7 and pages 76 and 77 of Other Statutory Information.

|                                          |  |                               |            |  |                             |  |        |                                                                                  |  |  |                                                                                                                        |  |  |  |   | 
|----------------------------------------- |  | ----------------------------- | ---------- |  | --------------------------- |  | ------ | -------------------------------------------------------------------------------- |  |  | ---------------------------------------------------------------------------------------------------------------------- |  |  |  | - | 
|Issuer purchases ofEquity Securities date |  | Totalnumber ofSharespurchased |            |  | Price paid perShare (pence) |  |        | Total Number of Sharespurchased as part of publiclyannounced plans
orprogrammes1 |  |  | Maximum number (orapproximate Dollar value) ofShares (or units) that may
yetbe purchased under the Plansor Programmes2 | 
|30 November 2012                          |  |                               | 49,080,388 |  |                             |  | 360.00 |                                                                                  |  |  | 49,080,388                                                                                                             |  |  |  |  | 



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|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Other information



Exchange rates

The following table sets out, for
the periods and dates indicated, the period end, average, high and low exchange rates for pounds sterling expressed in US dollars per £1.00.



|                    |  |         |      |  |      |  |      |     |  |  |      | 
|------------------- |  | ------- | ---- |  | ---- |  | ---- | --- |  |  | ---- | 
|Year ended December |  | Average |      |  | High |  |      | Low | 
|2012                |  |         | 1.58 |  |      |  | 1.63 |     |  |  | 1.53 | 
|2011                |  |         | 1.60 |  |      |  | 1.67 |     |  |  | 1.54 | 
|2010                |  |         | 1.55 |  |      |  | 1.64 |     |  |  | 1.43 | 
|2009                |  |         | 1.57 |  |      |  | 1.70 |     |  |  | 1.38 | 
|2008                |  |         | 1.85 |  |      |  | 2.03 |     |  |  | 1.44 | 



|                                                                                                                                  |  |  |  |      |      |  |     |  |      | 
|--------------------------------------------------------------------------------------------------------------------------------- |  |  |  | ---- | ---- |  | --- |  | ---- | 
|                                                                                                                                  |  |  | 
|Month                                                                                                                             |  |  |  | High |      |  | Low | 
|February
20131                                                                                                                    |  |  |  |      | 1.59 |  |     |  | 1.55 | 
|January 2013                                                                                                                      |  |  |  |      | 1.63 |  |     |  | 1.58 | 
|December 2012                                                                                                                     |  |  |  |      | 1.63 |  |     |  | 1.60 | 
|November 2012                                                                                                                     |  |  |  |      | 1.61 |  |     |  | 1.58 | 
|October 2012                                                                                                                      |  |  |  |      | 1.62 |  |     |  | 1.59 | 
|September 2012                                                                                                                    |  |  |  |      | 1.63 |  |     |  | 1.59 | 
|1   The information for February 2013 is as at 15 February
2013, the latest practicable date prior to the signing of this report. | 

Dividend

The Board
will at the forthcoming Annual General Meeting be proposing that a final dividend be paid in respect of the 52 weeks ended 28 December 2012 of $0.08 per ordinary share. Subject to shareholder approval, the dividend will be paid on 31 May
2013, to shareholders of record on 10 May 2013. An interim dividend was paid in respect of the 52 weeks ended 28 December 2012 on 7 September 2012 of $0.038 per ordinary share. A final dividend for the 52 weeks ended 30 December
2011 of $0.071 per ordinary share was paid on 1 June 2012, following approval at the Annual General Meeting on 23 May 2012. In 2013 the Board intends to continue to pay dividends on a semi-annual basis.

Major shareholders

Information regarding our major
shareholders is disclosed on page 79. None of the holders of CSR ordinary shares has voting rights that differ from those of other shareholders. JPMorgan Chase Bank N.A., as custodian of the Companys ADR programme, held approximately 2.01% of
the Companys ordinary shares of 0.1p each at 20 March 2013 as nominee. The total number of ADRs outstanding at 20 March 2013 were 850,868. As of 20 March 2013, there were 200 shareholders with a US address on the register of
shareholders, representing approximately 0.26% of CSRs outstanding share capital. Because many of our ordinary shares are held by brokers and nominees, the number of recorded shareholders in the US may not be representative of the number of US
beneficial shareholders of our ordinary shares. CSR is not directly or indirectly owned or controlled by any government, person or other legal entity. There are no arrangements known to CSR that could result in a change of control of CSR.

Agent in the United States

The
Companys agent for service in the United States is National Registered Agents, Inc, 160 Greentree Drive, Suite 101, Dover, Delaware 19904.

Documents on display

We previously filed with the United States Securities and Exchange Commission,
or the SEC, a registration statement on Form F-4 (File No. 333-173590) and a related prospectus with respect to an offering of our ordinary shares in the United States on 19 April 2011. Under the Exchange Act, we are required to file
reports and other information with the SEC. Copies of these reports and other information, when so filed, including documents referred to in this Annual Report, may be inspected without charge and may be obtained at prescribed rates at the public
reference facilities maintained by the SEC at Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549. For further information regarding the operation of the public reference room and the copy charges, please call the SEC at 1-800-SEC-0330. The
SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are
exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act.

This Annual Report is also available, free of charge, at www.csr.com. You may also
obtain copies of this Report, free of charge, by mail. The information on our website is not incorporated by reference into this report.

Memorandum and Articles of Association

The
following summarises certain provisions of the Companys Memorandum and Articles of Association and applicable English law, as currently in effect. This summary is qualified in its entirety by reference to the Companies Act 2006 and the
Companys Memorandum and Articles of Association, copies of which can be obtained from Companies House in the United Kingdom or by writing to the Company Secretary. Copies of the Companys Memorandum and Articles of Association, as
currently in force, are available from the U.S. Securities and Exchange Commission website at www.sec.gov.

Objects and purposes

CSR plc was incorporated and registered in England and Wales on 26 March, 2001 with the name Cambridge Silicon Radio Holdings Limited, as a private
company limited by shares under the Companies Act 2006. On 10 July, 2001, CSR was re-registered as a public company limited by shares with the name Cambridge Silicon Radio Holdings plc; on 25 October, 2002, CSR was re-registered as a
private company limited by shares with the name Cambridge Silicon Radio Holdings Limited; and on 19 February, 2004, it was re-registered as a public company limited by shares with the name CSR plc (registered number 04187346).



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In accordance with the Companies Act 2006, the Companys objects are unrestricted, as set out in clause 4 of the Companys
Memorandum of Association.

Directors

The business of the Company is conducted under the supervision of the Board.

Conflicts of interest

The Companies Act 2006 requires a director of a company who is in any way
interested, directly or indirectly, in a contract or proposed contract with the Company to declare the nature and extent of his interest to the other directors of the Company. The Companies Act 2006 also requires that a director must avoid a
situation where a director has, or could have, a direct or indirect interest that conflicts, or possibly may conflict, with the companys interests. It allows directors of public companies to authorise such conflicts where appropriate, if a
companys articles of association so permit. CSRs Articles of Association provide that the Board may in specified circumstances authorise any matter that would otherwise involve a director breaching his duty under the Companies Act 2006
to avoid a conflict of interest. They also provide that, subject to authorisation of such conflict, a director may retain any benefit derived by reason of that interest.

Director compensation

The Board sets the Companys remuneration policy. The Remuneration
Committee determines on behalf of the Board, specific remuneration packages for each of the executive directors and for the Chairman. Only non-executive directors serve on the Remuneration Committee and the members of the Remuneration Committee are
independent of executive management. The Remuneration Committee monitors and provides guidance on the level and structure of remuneration for senior management who report to the Chief Executive Officer. The Chairman and executive directors determine
the remuneration of the non-executive directors. No director may participate in discussions relating to his or her own terms and conditions of service or remuneration.

Borrowing powers

The Board may exercise the Companys borrowing powers. Save with the previous
sanction of an ordinary resolution, such borrowing powers are restricted where the principal amount outstanding of all borrowings exceeds, or would as a result of such borrowing exceed, an amount equal to the greater of £300,000,000 and three
times the Companys adjusted capital and reserves.

Retirement

The Companys Articles of Association state that a director shall retire from office and may offer himself for re-appointment when he has been appointed since the last annual general meeting, held office in
the preceding two annual general meetings and did not retire at either of them or has been in office, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting.

The UK Corporate Governance Code requires all directors of FTSE 350 companies to be subject to annual election by shareholders. Accordingly, all directors will be
retiring at the AGM and offering themselves for re-election. This is explained in further detail in the AGM notice which is a separate document issued to shareholders.

Director qualifying shares

Directors of the Company are not required by the Memorandum or the
Articles of Association to hold any shares in the Company.

Rights and restrictions attaching to the shares

Dividend rights

The shareholders may by ordinary
resolution from time to time declare dividends not exceeding the amount recommended by the Board. The Board may pay interim dividends, and also any fixed rate dividend, whenever the financial position of CSR, in the opinion of the Board, justifies
its payment. If the Board acts in good faith, it is not liable to holders of shares with preferred or similar rights for losses arising from the payment of interim or fixed dividends on other shares.

The Board may withhold payment of all or any part of any dividends or other moneys payable in respect of CSRs shares from a person with a 0.25% interest if
such a person has been served with a restriction notice after failure to provide CSR with information concerning interests in those shares required to be provided under the Companies Act 2006.

The Board may, if authorised by an ordinary resolution, offer shareholders (excluding any member holding shares as treasury shares) in respect of any dividend the right to elect to receive shares by way of scrip
dividend instead of cash.

Any dividend unclaimed after a period of 12 years from the date when it was declared or became due for payment must be
forfeited and revert to CSR unless the Board decides otherwise. CSR may stop sending cheques, warrants or similar financial instruments in payment of dividends by post in respect of any shares or may cease to employ any other means of payment,
including payment by means of a relevant system, for dividends if either (i) at least two consecutive payments have remained uncashed or are returned undelivered or that means of payment has failed or (ii) one payment remains uncashed or
is returned undelivered or that means of payment has failed and reasonable inquiries have failed to establish any new postal address or account of the holder. In addition, CSR must resume sending dividend cheques, warrants or similar financial
instruments or employing that means of payment if the holder requests such resumption in writing.



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|CSR plc Annual Report and Financial Statements
2012 |  | 



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Other information



Voting rights

Members will be entitled to vote at a
general meeting or class meeting whether on a show of hands or a poll. Under the Companies Act 2006:



|(a) | on a show of hands every member who is present in person is entitled to one vote regardless of the number of shares he or she holds. Every proxy present who has been duly
appointed by a shareholder entitled to vote on the resolution has one vote on a show of hands, unless the proxy is appointed by more than one shareholder in which case the proxy has one vote for and one vote against if the proxy has been instructed
by one or more shareholders to vote for the resolution and by one or more shareholders to vote against the resolution. The Articles of Association provide that, where a proxy is given discretion as to how to vote on a show of hands, this will be
treated as an instruction by the relevant member to vote in the way that the proxy decides to exercise that discretion; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | on a poll every member has one vote per share held by him and he may vote in person or by one or more proxies. Where he appoints more than one proxy, the proxies appointed by him
taken together shall not have more extensive voting rights than he could exercise in person.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Articles of Association
provide that resolutions put to a vote at a shareholders meeting will be decided on a show of hands, unless a poll is demanded by: (a) the chairman of the meeting; (b) not less than five members present in person or by proxy and
entitled to vote; (c) a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (d) a member or members present in
person or by proxy and holding shares in CSR conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

A demand for a poll may be withdrawn with the consent of the chairman of the meeting at any time before the close of the meeting or the
taking of the poll, whichever is the earlier. A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made.

Under English law, any shareholder entitled to attend and vote at a meeting is entitled to appoint a proxy to exercise all or any of his rights to attend, speak and vote at a meeting of the company.

Generally under English law, two shareholders present in person or by proxy constitute a quorum for the purpose of a general meeting, unless the
companys articles of association specify otherwise. The Articles of Association specify that two members present in person or by proxy and entitled to vote constitute a quorum for all purposes.

Under the Articles of Association, no member is entitled to vote at any general meeting or class meeting in respect to any share held by him if any
call or other sum then payable by him in respect of that share remains unpaid or if a member has been served with a restriction notice after failure to provide CSR with information concerning interests in those shares required to be provided under
the Companies Act 2006.

Rights to share in profits

Other than the provisions outlined above in relation to dividends that have been declared and the provisions below in relation to rights on a liquidation of CSR, shareholders have no rights to share in the profits
of CSR.

Pre-emptive rights

Subject to
the Companies Act 2006, any equity securities issued by CSR for cash must first be offered to CSR shareholders in proportion to their existing holdings of CSR ordinary shares.

The Companies Act 2006 and the Listing Rules made by the UK Listing Authority, allow for the disapplication of pre-emption rights, which may be waived by a special resolution of CSR shareholders, either generally
or specifically, for a maximum period not exceeding five years.

Liquidation rights

The rights of shareholders to share in any surplus in the event of liquidation are not expressly dealt with in the Articles of Association. Under English law, if
CSR is wound up (whether the liquidation is voluntary, under supervision of the Court, or by the Court), the liquidator is under a duty to collect in and realise the assets of CSR and to distribute them to CSRs creditors, and, if there is a
surplus, to CSR shareholders according to their entitlements. This applies whether the assets consist of property of one kind or of different kinds.

Redemption provisions

Subject to the provisions of the Companies Act 2006 and the listing rules, CSR
may purchase or contract to purchase any of its ordinary shares on or off-market. CSR may only purchase its ordinary shares out of distributable reserves or the proceeds of a new issue of shares made for the purpose of funding the repurchase.

Sinking fund provisions

CSR shares are
not subject to any sinking fund provision under its Memorandum or Articles of Association or under English law.

Capital calls

Shareholders have no liability for capital calls by the Company except with respect to the unpaid amount, if any, respecting their shares consisting of
the nominal value of the shares and any premium which may be payable on those shares. The directors can call on shareholders to pay such amounts that have not yet been paid to the Company for their shares.

Provisions applicable only to significant shareholders

There are no provisions in the Memorandum or Articles of Association discriminating against a shareholder as a result of his or her ownership of a substantial number of shares.

Variation of rights

The Articles of Association
provide that the rights attached to any class of shares may be varied with the written consent of the holders of not less than three-fourths in nominal value of the issued shares of that class (calculated excluding any shares held as treasury
shares), or with the sanction of a special resolution passed at a separate general meeting of the holders of those shares. At



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every such separate general meeting (except an adjourned meeting) the quorum must be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of
the class (calculated excluding any shares held as treasury shares).

The rights conferred upon the holders of any shares are not, unless otherwise
expressly provided in the rights attaching to those shares, deemed to be varied by the creation or issue of further shares ranking equally with them.

General meetings

The Articles of Association rely on the Companies Act 2006 provisions dealing with
the calling of general meetings. An annual general meeting of shareholders must be held once in every year within a period of six months beginning with the day following CSRs accounting reference date. CSRs Board may convene a general
meeting of shareholders whenever they think fit or where they are requisitioned to do so by CSR shareholders in accordance with the Companies Act 2006.

General meetings may be held at such time and place as may be determined by CSRs Board. An annual general meeting must be convened on at least 21 days
written notice to shareholders entitled to receive notices. General meetings must be convened on at least 21 days written notice unless the requisite majority of shareholders has agreed to short notice. Two shareholders must be present in
person or by proxy and entitled to vote to constitute a quorum for all purposes at general meetings of CSR.

Limitation on voting rights

Persons who are neither residents in the UK nor UK nationals may freely hold, vote and transfer shares in the same manner as UK residents or nationals.
Any member whose registered address is not within the UK can give the Company a postal address within the UK or an address for electronic communications at which notices may be served on him. Otherwise, a member whose registered address is not
within the UK is not entitled to receive any notice from the Company.

Change of control

The Company can issue additional shares with any rights or restrictions attached to them as long as not restricted by any rights attached to existing shares. These
rights or restrictions can be decided by the directors so long as there is no conflict with any resolution passed by the shareholders. The ability of the directors to issue shares with rights or restrictions that are different than those attached to
the currently outstanding ordinary shares could have the effect of delaying, deferring or preventing change of control of the Company.

Disclosure of interests in shares

The UK Financial
Services Authority and Disclosure and Transparency Rules impose an obligation upon a person who acquires or ceases to have notifiable interest in the relevant share capital of a public company to notify the company of that fact within two days
(excluding weekends and bank holidays) of his or her knowing of its occurrence. The disclosure threshold is 3%.

In addition, the Companies Act 2006
provides that a public company may, by notice in writing, require a person whom the company knows or reasonably believes to be or to have been within the three preceding years, interested in the companys issued voting share capital to
(1) confirm whether this is or is not the case, and (2) if this is the case, to give further information that the company requires relating to his interest or any other interest in the companys shares of which he is aware.

The Articles of Association provide that if the holder of any shares or a person who appears to be interested in those shares, fails to comply within
the relevant period with any statutory notice in respect of those shares, or makes a statement in response to the notice which is false or inadequate in a material particular, CSR may restrict the rights relating to the identified shares, following
a restriction notice. The restriction notice will state that the identified shares no longer give the shareholder any right to attend or vote either personally or by proxy at a shareholders meeting or to exercise any right in relation to the
shareholders meetings. Where the identified shares make up 0.25% or more (in amount or in number) of the existing shares of a class at the date of delivery of the restriction notice, the restriction notice can also contain the following
further restrictions: (i) the Board can withhold any dividend or part of a dividend or other money otherwise payable in respect of the identified shares without any right to the holder to receive any shares in lieu of dividend; and
(ii) the Board can refuse to register a transfer of any of the identified shares which are certificated shares unless the Board is satisfied that they have been sold outright to an independent third party. Once a restriction notice has been
given, the Board is free to cancel it or exclude any shares from it at any time they think fit. In addition, it must cancel the restriction notice within seven days of being satisfied that all information requested in the statutory notice has been
given. Also, where any of the identified shares are sold and the Directors are satisfied that they were sold outright to an independent third party, they must cancel the restriction notice within seven days of receipt of the notification of the
sale. The Articles of Association do not restrict in any way the provision of the legislation which apply to failures to comply with notices under the legislation.

The UK City Code on Takeovers and Mergers imposes rigorous disclosure requirements affecting parties to a proposed takeover, their associates and persons acting in concert in relation to the
shares of a company. These requirements also extend to dealings by persons who directly or indirectly own or control (either before or as a result of the dealing) 1% or more of the equity shares in an offeror or offeree company or of any other class
of shares relevant to the offer in question.

Rule 13d-1 of the US Securities Exchange Act of 1934 requires that a person or group acquiring beneficial
ownership of more than 5% of equity securities registered under that Act discloses such information to the SEC within 10 days after the acquisition.

CSR
is required by the Listing Rules of the UK Listing Authority to disclose in its annual report the identity and share interests of its directors and any persons connected with them, as defined in the Companies Act 2006, and of any person with an
interest of 3% or more of its CSR ordinary shares.



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Persons discharging managerial responsibilities (PDMRs) (primarily directors and some senior executives), and their connected persons, must notify a
public company such as CSR in writing of the occurrence of all transactions conducted on their own account in the shares of the company, or derivatives or any other financial instruments relating to those shares within four business days of the day
on which the transaction occurred. The notification must contain specified information, including the name of the person involved, the type of transaction, the date on which it occurred, and the price and volume of the transaction. The public
company must notify a regulatory news service (which will make the information public) of any information notified to it in accordance with these provisions. The notification to a regulatory news service must be made as soon as possible, and in any
event by no later than the end of the business day following the receipt of the information by the company. The Board has recently reassessed which members of the Companys executive should be regarded as PDMRs for the purposes of the
Disclosure and Transparency Rules. In light of developments in the business and reflecting existing roles and responsibilities, with effect from 1 January 2011, we regard as PDMRs, in addition to the directors, all those who report to the
CEO with executive responsibility for each of our three business units, and the General Counsel. PDMRs currently comprise, in addition to the directors, the General Counsel and the SVP Business Group.

Differences from law in host country

With respect
to the items described above, applicable UK law is not significantly different from applicable US law.

Changes in share capital

CSR may by ordinary resolution increase, consolidate, or consolidate and then subdivide its shares or any of them. Subject to the Companies Act 2006,
CSR, by resolution, may determine that, as between shares resulting from a subdivision, any of them may have a preference or advantage, or may be subject to restrictions as compared with the others. CSR may, by special resolution, reduce its share
capital, share premium account, capital redemption reserve or any other undistributable reserve.

Material contracts

Excluding contracts entered into in the ordinary course of business, no contracts have been entered into in the two years preceding the date of this document by CSR
or any other member of the Group that are considered material to its results or operations, other than the merger agreement with Zoran and the transaction with Samsung for the transfer of CSRs handset connectivity and location technology along
with 311 people.

On 21 February 2011, CSR entered into an agreement and plan of merger with Zoran Corporation. An amended and restated agreement
and plan of merger was subsequently entered into by the parties and Zeiss Merger Sub, Inc. on 16 June 2011. Under the terms of the amended and restated agreement, Zeiss Merger Sub, Inc. (a subsidiary of CSR) was merged with and into Zoran
Corporation, with Zeiss Merger Sub, Inc. as the surviving corporation (but subsequently renamed Zoran Corporation). Zoran was acquired by CSR for a consideration of $440.5 million satisfied in cash and the issue by CSR of ordinary shares in the form
of ADSs to Zoran shareholders. The acquisition was completed on 31 August 2011.

On 17 July 2012 CSR entered into an agreement with Samsung
Electronics Co. Ltd. (Samsung) for the transfer to Samsung of CSRs handset connectivity and handset location development operations and technology along with 311 people for US$310 million in cash (the Transaction). On
the completion of the Transaction, on 4 October 2012, Samsung Electronics Europe Holding Coöperatief U.A. invested US$34.4 million in return for 9,925,000 new ordinary shares in the Company. For more information on the Transaction please
see pages 6 and 9 of the Chairmans Statement.

Exchange controls

There are currently no foreign exchange control restrictions on CSRs ability to pay dividends on its ordinary shares or on the conduct of its operations imposed by English law. There are currently no
limitations on the right of non-residents or foreign owners to hold or vote CSR ordinary shares imposed by English law or CSRs Articles of Association.

Taxation (US Holders)

US federal income tax matters

The following general discussion describes the material US federal income tax consequences of the ownership of CSR ADSs or ordinary shares that are generally
applicable to US holders (as defined below). However, this discussion does not address all aspects of taxation that may be relevant to particular US holders in light of their personal investment or tax circumstances or to persons that are subject to
special tax rules. In addition, this discussion does not address the tax treatment of special classes of US holders, such as banks, insurance companies, tax-exempt entities, financial institutions, broker-dealers, persons that actually or
constructively own 10% or more of the total combined voting stock of CSR, persons holding CSR ADSs or ordinary shares as part of a hedging or conversion transaction or as part of a straddle, US expatriates, persons subject to the
alternative minimum tax, and non-US holders. This discussion may not be applicable to holders who acquired CSR ADSs or ordinary shares pursuant to the exercise of options or warrants or otherwise as compensation. Furthermore, this discussion of US
federal income tax matters does not give a detailed discussion of any US federal estate or gift tax considerations, state or local tax considerations or tax considerations with respect to any non-US jurisdiction. We urge you to consult your own tax
advisor as to the specific tax consequences of the ownership of CSR ADSs or ordinary shares, including the applicable US federal, state, local and foreign income and other tax consequences to you of the ownership of CSR ADSs or ordinary shares.

As used in this discussion of US federal income tax consequences, a US holder means a holder of CSR ADSs or ordinary shares who or that
holds such ADSs or stock as a capital asset within the meaning of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, and is for US federal income tax purposes (i) a citizen or resident of the United States, (ii) a
corporation or other entity taxable as a corporation organized under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is subject to US federal income taxation regardless of its
source, or (iv) a trust (a) if a court within the United States is able to exercise primary jurisdiction over its administration and one or more US persons have authority to control all substantial decisions of the trust or (b) that
has a valid election in effect under applicable Treasury regulations to be treated as a US person. As used herein, a non-US holder refers to any holder of CSR ADSs or ordinary shares (other than a partnership) who is not a US
holder.

This discussion is based on the Internal Revenue Code, applicable Department of Treasury regulations, judicial authority, and
administrative rulings and practice, all as of the date of this Annual Report. This discussion is not binding on the US Internal Revenue Service, or the IRS, or the courts. Future legislative, judicial, or administrative changes or interpretations,
which may or may not be retroactive, may adversely affect the accuracy of this discussion.



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Ownership of ADSs

For US
federal income tax purposes, a US holder of CSR ADSs generally will be treated as the owner of the underlying shares represented by the ADSs. Accordingly, withdrawals or deposits of ordinary shares in exchange for CSR ADSs generally will not be
subject to US federal income taxation.

Notwithstanding the foregoing, the US Treasury has expressed concerns that intermediaries in the chain of
ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the beneficial ownership of the underlying shares (for example, pre-releasing ADSs to persons who do not have
the beneficial ownership of the securities underlying the ADSs). Accordingly, the analysis of the creditability of United Kingdom taxes and the availability of the reduced rate of tax for dividends received by certain non-corporate US holders, as
described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of CSR ADSs and CSR if, as a result of such actions, the holders of CSR ADSs are not properly treated as the beneficial owners of the
underlying ordinary shares. We are not aware of any intention to take any such actions, and accordingly, the remainder of this discussion assumes that holders of CSR ADSs will be properly treated as the beneficial owners of the underlying ordinary
shares.

Passive Foreign Investment Company Rules

Special US federal income tax rules apply to US holders owning stock of a passive foreign investment company, or PFIC. A foreign corporation generally will be considered a PFIC for any taxable year in which
(i) 75% or more of its gross income is passive income, or (ii) 50% or more of the average value of its assets are considered passive assets (generally, assets that generate passive income). Based upon an analysis of CSRs
holdings during the taxable year ended 28 December 2012 of cash and liquid assets such as bank deposits and marketable securities (all of which are passive assets for these purposes) and CSRs share price for such period (which
affects the valuation of certain assets, including goodwill), CSR believes that it did not qualify as a PFIC for its taxable year ended 28 December 2012. Moreover, CSR believes that it will not qualify as a PFIC for its taxable year ending
27 December 2013. However, the determination of whether a company is a PFIC is highly factual, and will depend, among other things, upon CSRs actual holdings of passive assets and share price during such period. Given CSRs
significant holdings of passive assets such as cash and marketable securities, if CSRs share price were to decline for an extended time to levels comparable to its low point during November 2011, it is possible that CSR would be treated as a
PFIC in a future taxable year. CSR will continue to monitor whether it qualifies as a PFIC, and will notify US holders of CSR ADSs or ordinary shares if it determines that it is a PFIC for a given taxable year.

If CSR were classified as a PFIC for any taxable year during which US holders hold CSR ADSs or ordinary shares, US holders would be subject to special, adverse
rules unless, as described below, they make either a QEF election or a mark-to-market election with respect to their CSR ADSs or ordinary shares. Absent such elections, US holders gain from the sale or other disposition
of CSR ADSs or ordinary shares and excess distributions received from CSR would be ordinary income. Such income would be taxed as if the gain or excess distribution had been realized ratably over the US holders holding period and
would be increased by an interest charge with respect to underpayments of tax as if the ratable portion of the gain or excess distribution with respect to a given prior taxable year had been subject to tax in such year. An excess distribution
generally would be any distribution to a US holder with respect to CSR ADSs or ordinary shares during a single taxable year that is greater than 125% of the average annual distributions received by such US holder with respect to CSR ADSs or ordinary
shares during the three preceding taxable years or, if shorter, during his or her holding period with respect to the CSR ADSs or ordinary shares. For these purposes, gifts, exchanges pursuant to corporate reorganizations, and pledges of CSR ADSs or
ordinary shares for use as a security for a loan may be treated as taxable dispositions.

US holders who make neither a mark-to-market election nor a QEF
election will be required to file an IRS Form 8621 if they own CSR ADSs or ordinary shares in any year in which CSR is a PFIC and they receive a distribution from CSR or dispose of their CSR ADSs or ordinary shares (and will also be required to file
this form to make certain elections with respect to their CSR ADSs or ordinary shares). In addition, under recently enacted legislation, and subject to future guidance, in any year in which CSR is a PFIC, each US shareholder could be required to
file an IRS Form 8621 regardless of whether or not such US shareholder received a distribution from CSR or disposed of his or her CSR ADSs or ordinary shares.

Mark-to-market election

If CSR ADSs or ordinary shares are considered to be traded on a
qualified exchange or other market, US holders would not be subject to the foregoing PFIC taxation rules if they make a mark-to-market election with respect to their CSR ADSs or ordinary shares. Although the determination of
whether shares are traded on a qualified exchange or other market is factual and there is no specific authority that designates certain non-US exchanges as qualified exchanges, CSR expects that US holders of CSR ADSs or
ordinary shares will be able to make this election because CSR ADSs are currently traded on The NASDAQ Stock Market and CSRs ordinary shares are currently traded on the London Stock Exchange. However, no assurance can be provided in this
regard. After making such an election, US holders generally would include as ordinary income in each year during which the election is in effect and during which CSR is a PFIC the excess, if any, of the fair market value of CSR ADSs or ordinary
shares at the end of the taxable year over their adjusted basis in such CSR ADSs or ordinary shares. US holders also would be allowed to take an ordinary loss in respect of the excess, if any, of their adjusted basis in CSR ADSs or ordinary shares
over their fair market value at the end of the taxable year (but only to the extent of the net amount of income that was previously included as a result of the mark-to-market election). US holders tax basis in CSR ADSs or ordinary shares would
be adjusted to reflect any income or loss amounts resulting from a mark-to-market election. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years in which CSR
is a PFIC unless the CSR ADSs or ordinary shares were not considered to be traded on a qualified exchange or other market or the IRS consented to the revocation of the election. For any year for which CSR is not a PFIC, the
mark-to-market election is inoperative. US holders make the mark-to-market election on IRS Form 8621, which must be filed along with their tax return for the taxable year for which the election is to take effect on or before the due date for



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such return (including extensions). US holders who decide to make the mark-to-market election are advised to make the election for the first taxable year for which CSR is a PFIC. US holders must
report income and loss with respect to the election for each year for which CSR is a PFIC on IRS Form 8621.

QEF election

The PFIC taxation rules outlined above also would not apply to US holders that elect to treat CSR as a qualified electing fund or QEF. US
holders that are eligible for and timely make a QEF election, would include in income each year for which CSR is a PFIC (and would be subject to current US federal income tax on) their pro rata share of CSRs ordinary earnings, as ordinary
income, and net capital gains, as long-term capital gain, for the taxable year that ends with or within their taxable year, regardless of whether such amounts are actually distributed. Any such ordinary income would not be eligible for the favorable
rates applicable to qualified dividend income. Corporate US holders would not be eligible for a dividends received deduction in respect of such income or gain. US holders adjusted tax basis in CSR ADSs or ordinary shares would be increased to
reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed would result in a corresponding reduction in US holders adjusted tax basis in CSR ADSs or ordinary shares and would not
be taxed again. US holders would not, however, be entitled to a deduction for their pro rata share of any losses that CSR incurred with respect to any year.

US holders may only make a QEF election if CSR provides them with the information needed to determine CSRs ordinary earnings and net capital gains. If it is a PFIC, CSR will provide US holders with the
information that is necessary in order to make a QEF election and to report their shares of ordinary earnings and net capital gains for each year for which CSR is a PFIC. CSR has had substantial taxable income in prior years, and may have taxable
income in one or more future years in which it is a PFIC. As CSR historically has not made cash distributions with respect to its CSR ADSs or ordinary shares, US holders may be taxed on significant phantom income if they make a QEF
election. A US holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but any taxes deferred would be subject to an interest charge. For any year for which CSR is not a PFIC, the QEF
election would be inoperative. If US holders make a QEF election, they would generally recognize capital gain or loss on the sale, exchange or other disposition of CSR ADSs or ordinary shares. The QEF election is made by each US holder, and can only
be revoked with the consent of the IRS. US holders make the QEF election on IRS Form 8621, which must be filed along with their tax return for the first taxable year to which the election will apply on or before the due date for such return
(including extensions). US holders who decide to make the QEF election are advised to make the election for the first taxable year for which CSR is a PFIC. A US holder also must file Form 8621 with the IRS for each subsequent year that the election
is in effect.

US holders cannot make both a mark-to-market election and a QEF election.

US holders are urged to consult their own tax advisors concerning the potential application of the PFIC rules to their ownership and disposition of CSR ADSs or ordinary shares, including the availability and
advisability of making a mark-to-market or QEF election.

Taxation of dividends

Subject to the PFIC rules described above, for US federal income tax purposes, a US holder will generally include in gross income the amount of any dividend paid by CSR to the extent paid out of CSRs current
and/or accumulated earnings and profits, as determined for US federal income tax purposes, as ordinary income when the dividend is actually or constructively received by the depositary, in the case of CSR ADSs, or by the US holder, in the case of
ordinary shares. Individual US holders currently are taxed at a maximum rate of 20% on dividends received from qualified foreign corporations, provided the US holders satisfy certain holding period and other requirements. In order to be
treated as a qualified foreign corporation, CSR must be eligible for benefits of the United States income tax treaty with the United Kingdom. Although CSR believes that it is currently eligible for such treaty benefits, there can be no
assurance that this will be the case for any taxable year. Further, individual US holders will not be eligible for the reduced rates of dividend taxation if CSR is a PFIC for the taxable year of the dividend payment or the preceding taxable year.
Corporate US holders will be taxed on dividends received from CSR at a 35% tax rate. Dividends generally will be income from sources outside of the United States for foreign tax credit limitation purposes, and generally will not be eligible for the
dividends-received deduction that is allowed to US corporations in respect of dividends received from other US corporations. Distributions in excess of CSRs current and/or accumulated earnings and profits, as determined for US federal income
tax purposes, will be treated as a non-taxable return of capital to the extent of the US holders tax basis in the CSR ADSs or ordinary shares and thereafter as capital gain.

The amount of the dividend includible in the income of a US holder will be the US dollar value of the dividend determined at the spot rate on the date that dividend is includible in the income of the US holder,
regardless of whether the payment is in fact converted into US dollars at such time. A US holder will have a basis in any GBP distributed by CSR equal to the US dollar value of the GBP on the date it is actually or constructively received by the US
holder. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in income to the date that payment is converted into US dollars will be treated as ordinary income
or loss.

Taxation of capital gains

Subject to the PFIC rules described above, upon a sale or other disposition of CSR ADSs or ordinary shares, a US holder will generally recognize gain or loss for US
federal income tax purposes in an amount equal to the difference between the US dollar value of the amount realized and the US holders tax basis, determined in US dollars, in the CSR ADSs or ordinary shares. Gain or loss recognized will be
long-term capital gain or loss with respect to CSR ADSs or ordinary shares held for more than 12 months at the time of the sale or other disposition and any gain recognized generally will be income from sources within the United States for foreign
tax credit limitation purposes. The deductibility of capital losses is subject to significant limitations.

Backup withholding and
information reporting

In general, dividend payments with respect to CSR ADSs or ordinary shares and proceeds from the sale or other disposition of CSR
ADSs or ordinary shares made (or deemed made) within the United States may be subject to information reporting to the IRS and US backup withholding (currently at a rate of 28%). Backup withholding will generally not apply to a holder who:



| |  | furnishes a correct taxpayer identification number and certifies, under penalties of perjury, that such holder is not subject to backup withholding on a Form
W-9, and otherwise complies with applicable requirements of the backup withholding rules;
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| |  | is a corporation or otherwise exempt from backup withholding and, when required, demonstrates this fact; or
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| |  | provides a certification of foreign status on Form W-8BEN or a successor form.
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Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules will be allowed as a refund or credit
against a holders US federal income tax liability, provided the holder furnished the required information to the IRS.

In addition, for taxable
years beginning after 18 March 2010, new legislation requires certain US holders who are individuals that hold specified foreign financial assets (which may include CSR ADSs or ordinary shares) to report information relating to such assets,
subject to certain exceptions. US holders should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of CSR ADSs or ordinary shares.

Additional tax on investment income

For taxable years beginning after December 31, 2012, US
holders that are individuals, estates or trusts and whose income exceeds certain thresholds will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, dividends on, and capital gains from the sale or other
disposition of, CSR ADSs or ordinary shares, subject to certain limitations and exceptions. US holders should consult their tax advisors regarding the possible implications of the additional tax on investment income described above.

UK tax matters

The following paragraphs summarise
the material UK tax consequences for investors who are not resident in the UK for UK tax purposes (including US investors who are not resident in the UK for UK tax purposes) regarding ownership and disposal of CSR ordinary shares.

The following paragraphs, which are intended as a general guide only, are based on current UK tax legislation and what is understood to be HM Revenue &
Customs (the UK tax authority) practice (which are both subject to change at any time, possibly with retrospective effect). They summarise certain limited aspects of the UK tax treatment of holders of CSR ordinary shares and apply only to the
position of holders of CSR ordinary shares who for UK tax purposes are beneficial owners of their CSR ordinary shares, hold their CSR ordinary shares as an investment (and not as assets to be realised in the course of a trade) and are not treated as
having acquired their CSR ordinary shares by reason of their or anothers employment. They do not apply to holders of CSR ADSs. Holders of CSR ordinary shares or CSR ADSs who are in any doubt as to their tax position should consult an
appropriate professional adviser immediately.

Taxation of dividends

Under current UK tax legislation, no tax will be withheld by CSR from cash dividend payments. Holders of CSR ordinary shares who are resident outside the UK will generally not receive any payment from HM
Revenue & Customs in respect of any tax credit on dividends paid by CSR.

Holders of CSR ordinary shares who are not resident, or, in the case
of individuals, ordinarily resident, in the UK and who do not carry on a trade, profession, or vocation in the UK through a branch, agency or permanent establishment in connection with which their CSR ordinary shares are held, used or acquired will
not generally be liable to pay any UK tax in respect of any dividends received on their CSR ordinary shares. Holders of CSR ordinary shares who are resident, or, in the case of individuals, ordinarily resident, in the UK or who carry on a trade,
profession or vocation in the UK through a branch, agency or permanent establishment in connection with which their CSR ordinary shares are held, used or acquired are encouraged to consult appropriate professional advisers.

Taxation of capital gains

A holder of CSR ordinary
shares who is not resident, or, in the case of an individual, ordinarily resident, in the UK will not ordinarily be liable to UK tax on capital gains realised on the disposal of CSR ordinary shares, unless, at the time of the disposal, he or she
carries on a trade, profession or vocation in the UK through a branch or agency (in the case of an individual shareholder) or a permanent establishment (in the case of a corporate shareholder) and those CSR ordinary shares are, or have been, used,
held or acquired for the purposes of that trade, profession or vocation or branch or agency or permanent establishment (as the case may be).

A holder of
CSR ordinary shares who is an individual and who is temporarily resident outside the UK may be liable on his return to the UK to UK tax on capital gains arising during the period of absence, subject to any available exemption or relief.

Pursuant to provisions that will be included in the Finance Bill 2013, with effect on and after 6 April 2013, the concept of ordinary residence will for most
purposes be abolished.

Stamp Duty and Stamp Duty Reserve Tax

No UK stamp duty or UK stamp duty reserve tax (UK SDRT) will generally be payable on the issue of CSR ordinary shares.

Subject to the paragraph below, where CSR ordinary shares are issued or transferred (i) to, or to a nominee or agent for, a person whose business is or includes the provision of clearance services (a
Clearance Service) or (ii) to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts (a Depositary Receipt System), UK stamp duty or UK SDRT will generally be payable at the
rate of 1.5% of the consideration paid (rounded up to the nearest multiple of £5 in the case of UK stamp duty). The UK stamp duty or UK SDRT will generally be paid by the Clearance Service or the Depositary Receipt System, as the case may be,
but will, in practice, generally be required to be reimbursed by CSR or by the holder of the CSR ordinary shares or CSR ADSs in question. A Clearance Service can elect under section 97A of the Finance Act 1986 (Section 97A), provided
certain conditions are satisfied, for the normal rate of UK stamp duty or UK SDRT (generally no charge on issue and a charge at 0.5% of the amount or value of the consideration paid, rounded up to the nearest £5 in the case of UK stamp duty,
on transfer) to apply to issues or transfers of CSR ordinary shares into, and transactions within, such Clearance Service instead of the higher rate of 1.5% generally applying to an issue or transfer of CSR ordinary shares into the Clearance Service
and the ability to transfer CSR ordinary shares while in the Clearance Service without there being UK stamp duty or UK SDRT.



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##### Table of Contents

Other information



Following a decision of the European Court of Justice in October 2009, HM Revenue & Customs have announced that they will not seek to apply the 1.5% UK
SDRT charge where new shares are first issued (or, where it is integral to the raising of new capital, new shares are transferred) into a Clearance Service or a Depositary Receipt System. Thus, the 1.5% UK stamp duty or UK SDRT charge will apply
only to the transfer of existing shares to Clearance Services or Depositary Receipt Systems in circumstances where the transfer is not integral to the raising of new capital. Investors should, however, be aware that this area may be subject to
further developments in the future.

No UK stamp duty or UK SDRT will generally be payable on the issue of CSR ordinary shares into CREST (the London
Stock Exchanges paperless trading system).

Subject to an exemption for certain low value transactions, the transfer on sale of CSR ordinary shares
in certificated form will generally give rise to a liability, usually met by the purchaser, to ad valorem UK stamp duty at the rate of 0.5% (rounded up to the nearest multiple of £5) of the amount or value of the consideration paid. An
agreement to transfer such shares which is or becomes unconditional will generally give rise to UK SDRT at the rate of 0.5% of the amount or value of the consideration paid, such UK SDRT generally being payable by the transferee or purchaser. The
liability to UK SDRT will generally be cancelled or any UK SDRT paid will be refunded if the agreement is completed by a duly stamped transfer within six years of either the date of the agreement or, if the agreement was conditional, the date when
the agreement became unconditional.

A transfer of CSR ordinary shares on a paperless basis through CREST will generally be subject to UK SDRT at the
rate of 0.5% of the amount or value of the consideration paid, which will be collected and accounted for to HM Revenue & Customs by CREST (such UK SDRT generally being borne by the transferee or purchaser). No UK stamp duty or UK SDRT will
arise on a transfer of CSR ordinary shares into CREST provided that, in the case of UK SDRT, the transfer is not for money or moneys worth.

Generally, a gift of CSR ordinary shares or a transfer of such shares from a nominee to the beneficial owner will give rise to neither UK stamp duty nor UK SDRT.

The above statements are intended only as a general guide to the current UK stamp duty and UK SDRT position. Transfers to certain categories of person
are not liable to UK stamp duty or UK SDRT and transfers to others may be liable at a higher rate.

Risks Related to owning CSR ordinary
shares and ADSs

We may be treated as a PFIC.

As a non-US corporation owning substantial cash assets, there is an ongoing risk that we may be treated as a passive foreign investment company (PFIC) for US federal income tax purposes depending on the ratio of
the value of our assets, including goodwill to our holdings of cash and liquid assets such as bank deposits and marketable securities. A non-US corporation generally will be considered a PFIC for any taxable year in which 75% or more of its gross
income is passive income, or 50% or more of the average value of its assets consists of passive assets (generally, assets that generate passive income). This determination is highly factual, and will depend on, among other things, our
market valuation and future financial performance. We believe we were not a PFIC for the taxable year ended in 28 December 2012, but if we were to be classified as a PFIC for any future taxable year, holders of ordinary shares or ADSs who are
US taxpayers would be subject to adverse US federal income tax consequences.

Shareholders in countries other than the United Kingdom
will suffer dilution if they are unable to participate in future pre-emptive equity offerings.

Under English law, shareholders usually have pre-emptive
rights to subscribe on a pro rata basis in the issuance of new shares for cash. The exercise of pre-emptive rights by certain shareholders not resident in the United Kingdom may be restricted by applicable law or practice in the United Kingdom and
overseas jurisdictions. In particular, the exercise of pre-emptive rights by US shareholders would be prohibited unless that rights offering is registered under the US Securities Act or an exemption from the registration requirements of the US
Securities Act applies. Furthermore, under the Deposit Agreement for the ADSs, the Depositary Bank generally will not offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either
registered under the US Securities Act, or exempt from registration under the US Securities Act with respect to all holders of ADSs. If no exemption applies and we do not wish to register a rights offering, shareholders in the United States may not
be able or permitted to exercise their pre-emptive rights. We are also permitted under English law to disapply pre-emptive rights (subject to the approval of our shareholders by special resolution and investor committee guidance on the limits of any
such disapplication) and thereby exclude certain shareholders, such as overseas shareholders, from participating in a rights offering (usually to avoid a breach of local securities laws).

The rights of our shareholders will be governed by English law and differ from the rights of stockholders under US law.

Because we are a public limited company incorporated under the laws of England and Wales, the rights of shareholders and, therefore, certain of the rights of holders of ADSs, will be governed by English law and by
the Articles. These rights differ from the typical rights of shareholders in US corporations. For example, the rights of shareholders to bring proceedings against us or our directors or officers or generally on behalf of a class of shareholders or
other claimants may be more limited under English law than under the corporate law and case law of US jurisdictions.

Shareholders in
countries other than the United Kingdom may have difficulty in effecting service of process on us or our directors in the US, in enforcing US judgments in the UK or in enforcing US securities laws in the UK courts.

Most of our directors and some of the experts named in this document are residents of countries other than the United States. As a result, it may not be possible
for our shareholders in countries other than the UK to effect service of process within the United States upon all of our directors and executive officers and some of the experts named in this document or on us, or to obtain discovery of relevant
documents and/or the testimony of witnesses. Our shareholders in countries other than the UK may have difficulties enforcing, in courts outside the United States, judgments obtained in the US courts against any of our directors and some of the
experts named in this document or us (including actions under the civil liability provisions of the US securities laws). Those shareholders may also have difficulty enforcing liabilities under the US securities laws in legal actions originally
brought in jurisdictions located outside the United States.



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Corporate and share information continued



The market value of our ADSs and dividends may be adversely affected by fluctuations in the exchange rate between the US
dollar and the pound sterling.

Fluctuations in the exchange rate between the US dollar and the pound sterling will affect the US dollar price of our
ADSs and the market value of ordinary shares when expressed in US dollars. If the relative value of sterling to the US dollar declines, the US dollar price of the ADSs and the US dollar equivalent of the price of ordinary shares traded on the London
Stock Exchange will also decline. We paid, and may in the future pay, cash dividends on the ordinary shares in sterling. A decline in the relative value of sterling to the US dollar would also result in a decline in the US dollar value of these
dividends.

The market price of our ordinary shares and ADSs is volatile.

Stock markets in general have been recently experiencing significant price and volume volatility. Technology stocks in particular have experienced wide fluctuations in prices, in some cases unrelated to the
issuers operating performance. Our ordinary shares and ADSs are subject to significant fluctuations due to many factors, including but not limited to fluctuations in results of operations, acquisitions, litigation, announcements of new
products, product enhancements or technological advances by us or our competitors, changes in earnings estimates by market analysts, and general market conditions or market conditions specific to particular industries. Our share price is subject to
speculation in the press and the analyst community, changes in recommendations by financial analysts, changes in investors or analysts valuation measures for our stock, changes in global financial markets and global economies and general
market trends unrelated to our performance. The market price of our ordinary shares and ADSs could be adversely affected by these factors and fluctuations.

Liquidity in the market for our securities may be adversely affected by our maintenance of two exchange listings.

Our ADSs are traded on The NASDAQ Stock Market and our ordinary shares are listed on the premium segment of the Official List and trade on the Main Market of the London Stock Exchange. This dual listing may dilute
the liquidity of our securities in one or both markets.

Holders of our ADSs may not have the same voting rights as the holders of
ordinary shares and may not receive voting materials in time to be able to exercise their right to vote.

Except as described in the Deposit Agreement,
holders of ADSs will not be able to exercise voting rights on an individual basis, and must instruct the Depositary Bank on how to vote the shares underlying their ADSs. Because of this extra procedural step involved, the process for exercising
voting rights could take longer for holders of ADSs than for holders of ordinary shares and, as a result, holders of ADSs may not be able to effectively exercise voting rights.

Property

CSRs corporate headquarters is located on the Cambridge Business Park, Cambridge,
England, where it occupies approximately 53,000 square feet under a lease expiring in September 2014. CSR also leases property in the following areas, which serve as its research and development, sales and customer support and administration
offices:



|                                    |  |          |  |                  |  |                                          
|----------------------------------- |  | -------- |  | ---------------- |  | -----------------------------------------
|Location                            |  | Sq. feet |  | Lease Expiration |  | Purpose                                  
|Churchill House, Cambridge, England |  | 53,000   |  | September 2014   |  | R&D, Sales and Administration            
|St Johns House, Cambridge, England |  | 33,100   |  | September 2016   |  | Administration                           
|Unit 400, Cambridge, England        |  | 24,100   |  | September 2016   |  | Not in use                               
|Selwyn House, Cambridge, England    |  | 7,000    |  | April 2016       |  | R&D                                      
|Belfast, N Ireland                  |  | 5,800    |  | April 2020       |  | R&D                                      
|Manchester, England                 |  | 3,373    |  | September 2017   |  | R&D                                      
|Bristol, England                    |  | 2,023    |  | December 2014    |  | R&D                                      
|Phoenix, Arizona, USA               |  | 26,300   |  | March 2013       |  | R&D                                      
|Phoenix, Arizona, USA               |  | 26,273   |  | October 2019     |  | R&D                                      
|Santa Ana, California, USA          |  | 12,643   |  | March 2015       |  | R&D                                      
|Detroit, Michigan, USA              |  | 9,400    |  | July 2017        |  | R&D                                      
|Sunnyvale, California, USA          |  | 88,924   |  | September 2016   |  | R&D, Sales and Administration            
|Burlington, Massachusetts, USA      |  | 54,736   |  | August 2017      |  | R&D, Sales and Administration            
|Plano, Texas, USA                   |  | 43,680   |  | March 2015       |  | Operations and Sales                     
|Plantation, Florida, USA            |  | 3,564    |  | December 2013    |  | Not in use                               
|Toronto, Canada                     |  | 5,965    |  | October 2014     |  | Sublet                                   
|Haifa, Israel                       |  | 110,653  |  | November 2016    |  | Operations, R&D, Sales and Administration
|Ingolstadt, Germany                 |  | 65,116   |  | December 2021    |  | R&D and Operations                       
|Freiburg, Germany                   |  | 5,317    |  | September 2017   |  | R&D                                      
|Bangalore, India                    |  | 26,516   |  | May 2013         |  | R&D, Sales and Administration            
|Bangalore, India                    |  | 39,611   |  | December 2015    |  | R&D, Sales and Administration            
|Noida, India                        |  | 9,200    |  | March 2014       |  | R&D, Sales and Administration            
|Shanghai, China                     |  | 44,447   |  | August 2014      |  | R&D, Sales and Administration            
|Shenzhen, China                     |  | 17,222   |  | February 20151   |  | R&D, Operations, Sales and Administration



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##### Table of Contents

Other information



|                     |  |          |  |                         |  |                                          
|-------------------- |  | -------- |  | ----------------------- |  | -----------------------------------------
|Location             |  | Sq. feet |  | Lease Expiration        |  | Purpose                                  
|Shenzhen, China      |  | 17,222   |  | December 20142          |  | R&D, Operations, Sales and Administration
|Beijing, China       |  | 1,952    |  | October 2014            |  | Customer Liaison                         
|Singapore            |  | 1,605    |  | July 2014               |  | Sales and Customer Support               
|Gumi, South Korea    |  | 2,170    |  | Rolling yearly contract |  | Sales and Customer Support               
|Seoul, South Korea   |  | 17,222   |  | March 2017              |  | Sales and Customer Support               
|Tokyo, Japan         |  | 10,215   |  | July 2017               |  | Sales                                    
|Chungli City, Taiwan |  | 4,340    |  | February 2015           |  | Operations                               
|Taipei, Taiwan       |  | 32,087   |  | January 2015            |  | R&D, Sales and Administration            
|Hsinchu, Taiwan      |  | 6,121    |  | January 2015            |  | Sales                                    
|Salo, Finland        |  | 213      |  | December 2013           |  | Sales                                    



|1 | Unit 6A, No. 122, Zhenhua Road, Overseas Decoration Building, Shenzhen
|- | ----------------------------------------------------------------------

|2 | Unit 5A, No. 122, Zhenhua Road, Overseas Decoration Building, Shenzhen
|- | ----------------------------------------------------------------------



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##### Table of Contents

CSRs worldwide offices



|                                   |  |                                                                                                                                               |  |                   |  |                     
|---------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  | --------------------
|Location                           |  | Address                                                                                                                                       |  | Telephone         |  | Fax                 
|China  Beijing                    |  | Room 1108 East Tower, Twin Towers, B-12 Jian Guo Men Wai Avenue, Chao Yang, Beijing 100022, China                                             |  | +86 10 5879 5670  |  | +86 10 5879 5670-618
|China  Shanghai                   |  | Room 2801 King Tower, 28 Xinjinqiao Road, Pudong, Shanghai 201206, China                                                                      |  | +86 21 2898 1600  |  | +86 21 3382 1173    
|China  Shenzhen                   |  | 5/F Block A, No. 122 Zhenhua Road, Overseas Decoration Building, Shenzhen 518031, China                                                       |  | +86 755 8281 5777 |  | +86 755 8322 0889   
|Germany  Freiburg                 |  | Karlsruherstra. 3, 79108 Freiburg, Germany                                                                                                    |  | +49 761 6309 003  |  | +49 761 595 211 88  
|Germany  Ingolstadt               |  | Marie Curie Strasse 1, 85055 Ingolstadt, Germany                                                                                              |  | +49 841 9378 011  |  | +49 841 937 8010    
|India  Bangalore
(current office) |  | 11th Floor, Tower C, IBC Knowledge Park, #4/1 Bannerghatta Main Road, Bangalore, 560 029 India                                                |  | +91 80 2518 3000  |  | +91 80 2518 3001    
|India  Bangalore
(new office)     |  | Etamin Block (Building B-3), Prestige Technology Park, Amane Bellandur Khane Village, Outer Ring Road, Bangalore East Taluk,
Bangalore, India |  |                   |  |                     
|India  Noida                      |  | A 1-A, Sector 16, Noida, 201301 India                                                                                                         |  | +91 120 469 6000  |  | +91 120 251 0584    
|Israel  Haifa                     |  | Advanced Technology Center, Building #8/2, PO Box 15015, Haifa 31905, Israel                                                                  |  | +972 4 854 5777   |  | +972 4 855 1550     
|Japan, Tokyo                       |  | Holland Hills Mori Tower 3F, 5-11-2 Toranomon, Minato-Ku, Tokyo 105-0001, Japan                                                               |  | +81 3 6403 7100   |  | +81 6403 7101       
|South Korea  Gumi                 |  | 3rd Floor, Shinwon Building, 275-26 Hwangsang-Dong, Gumi-Si, Gyungsangbuk-Do 730928, S Korea                                                  |  | +82 2 6444 2000   |  | +82 6444 2001       
|South Korea  Seoul                |  | 3F, S Unit, H Square, 680 Sampyung-Dong, Bundang-Gu, Seongnam, Gyunggi-Do, 463-400 Korea                                                      |  | +82 2 6444 2000   |  | +82 2 6444 2001     
|Singapore                          |  | 101 Thomson Road #22-03, United Square, Singapore 307591                                                                                      |  | +65 6827 0500     |  | +65 6354 4969       
|Taiwan  Chungli                   |  | 11/F 146 Jhongshan Road, Chungli City, Taoyuan 32041, Taiwan                                                                                  |  | +886 3 4267000    |  | +886 3 4267001      
|Taiwna  Hsinchu                   |  | 11F-3, No. 158, Sec. 2, Gongdao 5th Road, Hsinchu, Taiwan                                                                                     |  | +886 3 571 6082   |  | +886 3 571 6083     
|Taiwan  Taipei                    |  | 7F, No. 99, Jing-Ye 1st Road, Taipei 10492, Taiwan                                                                                            |  | +886 2 2175 9200  |  | +886 2 2175 9300    
|UK  Belfast                       |  | Unit 2 (Ground Floor South), The Legacy Building, Northern Ireland Science Park, Queens Road, Queens Island, Belfast BT3
9DT, UK            |  | +44 2890 463140   |  | +44 2890 463141     
|UK  Bristol                       |  | Bristol & Bath Science Park, Dirac Crescent, Emersons Green, Bristol BS16 7FR, UK                                                             |  | +44 117 370 7700  |  | no fax              
|UK  Cambridge                     |  | Churchill House, Cambridge Business Park, Cowley Road Cambridge, CB4 OWZ, UK                                                                  |  | +44 1223 692000   |  | +44 1223 692001     
|UK  Cambridge                     |  | St Johns House, St Johns Innovation Park, Cowley Road, Cambridge, CB4 0ZT, UK                                                               |  | +44 1223 692000   |  | +44 1223 692001     
|UK  Cambridge                     |  | 2nd Floor, Selwyn House, Cambridge Business Park, Cowley Road, Cambridge CB4 0WZ, UK                                                          |  | +44 1223 692000   |  | +44 1223 692001     
|UK  Manchester                    |  | 4th Floor Quay West, Trafford Wharf Road, Manchester M17 1PL, UK                                                                              |  | +44 161 772 1240  |  | +44 161 772 1260    
|USA  Detroit                      |  | 1740 Opdyke Court, Auburn Hills, Detroit, Michigan 48326, USA                                                                                 |  | +1 248 409 1400   |  | +1 248 409 1401     
|USA  Massachusetts                |  | One Wall Street, Burlington, Massachusetts 01803, USA                                                                                         |  | +1 781 791 6000   |  | +1 781 791 6111     
|USA  Phoenix
(current office)     |  | 4940 East Beverly Road, Phoenix, Arizona 85044, USA                                                                                           |  | +1 602 343 2600   |  | +1 602 343 2611     
|USA  Phoenix
(new office)         |  | Suite 119, 303 W Elliot Road, Tempe, Arizona 85284, USA                                                                                       |  |                   |  |                     
|USA  Plano                        |  | 2201 10th Street, Plano, Texas 75074, USA                                                                                                     |  | +1 972 673 1600   |  | +1 972 673 1815     
|USA  Santa Ana                    |  | 1231 East Dyer Road, Ste 200, Santa Ana, California 92705, USA                                                                                |  | +1 714 435 4900   |  | +1 714 435 4993     
|USA  Sunnyvale                    |  | 1390 Kifer Road, Sunnyvale, California 94086-5305, USA                                                                                        |  | +1 408 523 6500   |  | +1 408 523 6501     



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##### Table of Contents

Other information



Form 20-F cross reference guide



US Items

The table below sets out the location in this document of the information required by Form 20-F under the rules and regulations of the United States Securities and Exchange Commission. This Annual Report on Form
20-F for the fiscal year ended 28 December 2012 has not been approved or disapproved by the SEC nor has the SEC passed judgment upon the adequacy or accuracy of this Annual Report on Form 20-F.

No other information in this document is included in the Form 20-F or incorporated by reference into any filing by the Company under the Securities Act.



|     |  |                                                       |  |                                                                                         |  |          
|---- |  | ----------------------------------------------------- |  | --------------------------------------------------------------------------------------- |  | ---------
|Item |  | Form 20-F Caption                                     |  | Location in this document                                                               |  | Page     
|1    |  | Identity of directors, senior management and advisers |  | Not applicable                                                                          |  |         
|2    |  | Offer statistics and expected timetable               |  | Not applicable                                                                          |  |         
|3    |  | Key information                                       |  |                                                                                         |  |          
|3A   |  | Selected financial data                               |  | Five year summary                                                                       |  | 131      
|3B   |  | Capitalisation and indebtedness                       |  | Not applicable                                                                          |  |         
|3C   |  | Reasons for the offer and use of proceeds             |  | Not applicable                                                                          |  |         
|3D   |  | Risk factors                                          |  | Risk Factors                                                                            |  | 45       
|4    |  | Information on the Company                            |  |                                                                                         |  |          
|4A   |  | History and development of the company                |  | Corporate and Share Information  History and Development                               |  | 132      
|     |  |                                                       |  | Business and Financial Review                                                           |  | 14       
|     |  |                                                       |  | Business and Financial Review  Capital Expenditure                                     |  | 32       
|     |  |                                                       |  | Notes to the Consolidated Financial Statements  Note 18: Property, Plant and Equipment |  | 108      
|     |  |                                                       |  | Notes to the Consolidated Financial Statements  Note 39: Acquisition of subsidiary     |  | 128      
|     |  |                                                       |  | Corporate and Share Information  Agent in the United States                            |  | 137      
|4B   |  | Business overview                                     |  | Business and Financial Review  Introduction                                            |  | 14       
|     |  |                                                       |  | Business and Financial Review  Trends in our external marketplace                      |  | 17       
|     |  |                                                       |  | Corporate and Share Information  Seasonality                                           |  | 133      
|     |  |                                                       |  | Corporate and Share Information  Raw Materials                                         |  | 133      
|     |  |                                                       |  | Corporate and Share Information  Intellectual Property                                 |  | 133      
|     |  |                                                       |  | Corporate and Share Information  Governmental Regulation                               |  | 133      
|     |  |                                                       |  | Corporate and Share Information  Sales and Marketing                                   |  | 133      
|4C   |  | Organisational structure                              |  | List of Subsidiaries                                                                    |  | Exhibit 8
|     |  |                                                       |  | Notes to the Consolidated Financial Statements  Note 1: General Information            |  | 89       
|4D   |  | Property, plant and equipment                         |  | Business and Financial Review  Financial Position                                      |  | 31       
|     |  |                                                       |  | Business and Financial Review  Social Responsibility                                   |  | 40       
|     |  |                                                       |  | Notes to the Consolidated Financial Statements  Note 18: Property, Plant and Equipment |  | 108      
|     |  |                                                       |  | Corporate and Share Information  Property                                              |  | 146      
|4A   |  | Unresolved staff comments                             |  | None                                                                                    |  |         
|5    |  | Operating and financial review and prospects          |  |                                                                                         |  |          
|5A   |  | Operating results                                     |  | Business and Financial Review                                                           |  | 14       



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Form 20-F cross reference guide continued



|     |  |                                                     |  |                                                                                           |  |     
|---- |  | --------------------------------------------------- |  | ----------------------------------------------------------------------------------------- |  | ----
|Item |  | Form 20-F Caption                                   |  | Location in this document                                                                 |  | Page
|5B   |  | Liquidity and capital resources                     |  | Business and Financial Review  Liquidity and Capital Resources                           |  | 31  
|     |  |                                                     |  | Other Statutory Information  Going Concern                                               |  | 80  
|     |  |                                                     |  | Business and Financial Review  Contractual Obligations and Commitments                   |  | 34  
|     |  |                                                     |  | Notes to the Consolidated Financial Statements Note 30: Notes to the Cash Flow Statement |  | 117 
|     |  |                                                     |  | Notes to the Consolidated Financial Statements Note 36: Financial Instruments            |  | 124 
|5C   |  | Research and development, patents and licences, etc |  | Business and Financial Review  Research and development                                  |  | 27  
|     |  |                                                     |  | Notes to the Consolidated Financial Statements  Note 7: Profit for the period            |  | 102 
|     |  |                                                     |  | Notes to the Consolidated Financial Statements  Note 17: Other Intangible Assets         |  | 107 
|     |  |                                                     |  | Corporate and Share Information  Intellectual Property                                   |  | 133 
|5D   |  | Trend information                                   |  | Business and Financial Review  Trends in our external marketplace                        |  | 17  
|5E   |  | Off-balance sheet arrangements                      |  | Business and Financial Review  Off-Balance Sheet Arrangements                            |  | 34  
|     |  |                                                     |  | Notes to the Consolidated Financial Statements Note 25: Obligations Under Finance Leases |  | 112 
|     |  |                                                     |  | Notes to the Consolidated Financial Statements Note 32: Operating Lease Arrangements     |  | 118 
|     |  |                                                     |  | Notes to the Consolidated Financial Statements Note 31: Contingent Liabilities           |  | 117 
|5F   |  | Tabular disclosure of contractualobligations        |  | Business and Financial Review  Contractual Obligations and Commitments                   |  | 34  
|5G   |  | Safe Harbour                                        |  | Cautionary Note Regarding Forward Looking Statements                                      |  | 152 
|6    |  | Directors, senior management and employees          |  |                                                                                           |  |     
|6A   |  | Directors and senior management                     |  | Board of Directors                                                                        |  | 51  
|6B   |  | Compensation                                        |  | Remuneration Report1                                                                      |  | 66  
|     |  |                                                     |  | Notes to the Consolidated Financial Statements Note 37: Related Party Transactions       |  | 127 
|6C   |  | Board practices                                     |  | Board of Directors                                                                        |  | 51  
|     |  |                                                     |  | Corporate Governance Report                                                               |  | 53  
|     |  |                                                     |  | Remuneration Report1                                                                      |  | 66  
|6D   |  | Employees                                           |  | Business and Financial Review  Workplace                                                 |  | 41  
|     |  |                                                     |  | Notes to the Consolidated Financial Statements  Note 9: Staff Costs                      |  | 102 
|6E   |  | Share ownership                                     |  | Remuneration Report1                                                                      |  | 66  
|     |  |                                                     |  | Other Statutory Information  Directors interests in shares                              |  | 79  
|     |  |                                                     |  | Notes to the Consolidated Financial Statements Note 34: Share-Based Payments             |  | 119 
|7    |  | Major shareholders and related party transactions   |  |                                                                                           |  |     
|7A   |  | Major shareholders                                  |  | Other Statutory Information  Substantial Shareholdings                                   |  | 80  
|     |  |                                                     |  | Corporate and Share Information  Major Shareholders                                      |  | 137 
|7B   |  | Related party transactions                          |  | Notes to the Consolidated Financial Statements Note 37: Related Party Transactions       |  | 127 
|7C   |  | Interests of experts and counsel                    |  | Not applicable                                                                            |  |    







|1 | An analysis of the remuneration, interests in ordinary shares and options over
ordinary shares of each of the Directors is presented in the Remuneration Report.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                    |  | 
|--------------------------------------------------- |  | 
|CSR plc Annual Report and Financial Statements
2012 |  | 



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##### Table of Contents

Other information



|     |  |                                                                              |  |                                                                                                                      |  |        
|---- |  | ---------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | -------
|Item |  | Form 20-F Caption                                                            |  | Location in this document                                                                                            |  | Page   
|8    |  | Financial information                                                        |  |                                                                                                                      |  |        
|8A   |  | Consolidated statements and other financial information                      |  | Business and Financial Review  Dividend Policy                                                                      |  | 34     
|     |  |                                                                              |  | Report of the Independent Registered Public Accounting Firm                                                          |  | 81     
|     |  |                                                                              |  | Consolidated Financial Statements                                                                                    |  | 82     
|     |  |                                                                              |  | Notes to the Consolidated Financial Statements Note 31: Contingent Liabilities                                      |  | 117    
|8B   |  | Significant changes                                                          |  | Business and Financial Review  Events Subsequent to 20 February 2013 (authorised for issue date) Balance Sheet
Date |  | 44     
|9    |  | The offer and listing                                                        |  |                                                                                                                      |  |        
|9A   |  | Offer and listing details                                                    |  | Corporate and Share Information  Market Prices                                                                      |  | 135    
|9B   |  | Plan of distribution                                                         |  | Not applicable                                                                                                       |  |       
|     |  |                                                                              |  |                                                                                                                      |  |        
|9C   |  | Markets                                                                      |  | Corporate and Share Information  History and Development                                                            |  | 132    
|9D   |  | Selling shareholders                                                         |  | Not applicable                                                                                                       |  |       
|9E   |  | Dilution                                                                     |  | Not applicable                                                                                                       |  |       
|9F   |  | Expenses of the issue                                                        |  | Not applicable                                                                                                       |  |       
|10   |  | Additional information                                                       |  |                                                                                                                      |  |        
|10A  |  | Share capital                                                                |  | Not applicable                                                                                                       |  |       
|10B  |  | Memorandum and articles of association                                       |  | Corporate and Share Information  Memorandum and Articles of Association                                             |  | 137    
|10C  |  | Material contracts                                                           |  | Corporate and Share Information  Material Contracts                                                                 |  | 141    
|10D  |  | Exchange controls                                                            |  | Corporate and Share Information  Exchange Controls                                                                  |  | 141    
|10E  |  | Taxation                                                                     |  | Corporate and Share Information  Taxation (US Holders)                                                              |  | 141    
|10F  |  | Dividends and paying agents                                                  |  | Not applicable                                                                                                       |  |       
|10G  |  | Statement by experts                                                         |  | Not applicable                                                                                                       |  |       
|10H  |  | Documents on display                                                         |  | Corporate and Share Information  Documents on Display                                                               |  | 137    
|10I  |  | Subsidiary information                                                       |  | Not applicable                                                                                                       |  |       
|11   |  | Quantitative and qualitative disclosures about market risk                   |  | Notes to the Consolidated Financial Statements  Note 36: Financial Instruments                                      |  | 124    
|12   |  | Description of securities other than equity securities                       |  | Corporate Governance Report  ADS payment information
Corporate Governance Report  Fees payable by ADS holders      |  | 134
134
|13   |  | Defaults, dividend arrearages and delinquencies                              |  | None                                                                                                                 |  |       
|14   |  | Material modifications to the rights of security holders and use of proceeds |  | None                                                                                                                 |  |       
|15   |  | Controls and procedures                                                      |  | Corporate Governance  Controls and procedures under the Sarbanes-Oxley Act                                          |  | 63     
|     |  |                                                                              |  | Managements Annual Report on Internal Control Over Financial Reporting                                              |  | 63     
|     |  |                                                                              |  | Attestation Report of the Independent Registered Public Accounting Firm                                              |  | 63     
|16A  |  | Audit committee financial expert                                             |  | Corporate Governance Report  Audit Committee                                                                        |  | 58     
|16B  |  | Code of ethics                                                               |  | Corporate Governance Report  Ethics Policy                                                                          |  | 54     
|16C  |  | Principal accountant fees and services                                       |  | Corporate Governance Report  Interaction with the External Auditors                                                 |  | 60     
|16D  |  | Exemptions from the listing standards for audit committees                   |  | Not applicable                                                                                                       |  |       
|16E  |  | Purchase of equity securities by the issuer and affiliated purchasers        |  | Corporate and Share Information  Market Prices                                                                      |  | 135    
|16F  |  | Change in registrants certifying accountant                                 |  | None                                                                                                                 |  |       
|16G  |  | Corporate governance                                                         |  | Corporate Governance Report  US listing requirements                                                                |  | 64     
|17   |  | Financial statements                                                         |  | Not applicable                                                                                                       |  |       
|18   |  | Financial statements                                                         |  | Report of Independent Registered Public Accounting Firm                                                              |  |        
|     |  |                                                                              |  | Consolidated Financial Statements                                                                                    |  | 81     
|19   |  | Exhibits                                                                     |  | Filed with the SEC                                                                                                   |  |       



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##### Table of Contents

Directors report  other information

continued

Cautionary note regarding forward looking statements



This Annual Report does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any CSR plc shares.

This Annual Report contains forward looking statements in relation to the future financial and operating performance and outlook of CSR, as
well as other future events and their potential effects on CSR. Generally, the words will, may, should, continue, believes, targets, plans, expects,
estimates, aims, intends, anticipates, or similar expressions or negatives thereof identify forward looking statements. Forward looking statements include statements relating to the following: expected
developments in our product portfolio, expected revenues, expected growth, expected margins expected annualised operating costs savings, expected future cash generation, expected future tax rates, expected future design wins and increase in market
share, expected timing of product releases and expected timing of product development milestones, expected incorporation of our products in those of our customers, adoption of new technologies, the expectation of volume shipments of our products,
expected product markets and their expansion or contraction, opportunities in our industry and our ability to take advantage of those opportunities, the potential success to be derived from strategic partnerships, potential acquisitions, the
potential impact of capacity constraints, the effect of our financial performance on our share price, the impact of government regulation, expected performance against adverse economic conditions, and other expectations and beliefs of our
management.

Actual results and developments could differ materially from those expressed or implied by these forward looking statements as a result of
numerous risks and uncertainties. These factors include, but are not limited to:



| |  | risks associated with the development of new products in response to market demand and CSRs ability to ensure timely delivery of such products in
accordance with expectations;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | a continuing or worsening economic downturn, which could reduce demand for consumer products;
|- |  | ---------------------------------------------------------------------------------------------



| |  | increased expenses associated with new product introductions, masks, or process changes;
|- |  | ----------------------------------------------------------------------------------------



| |  | risks relating to forecasting consumer demand for and market acceptance of CSRs products and the products that use CSRs products;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  | declines in the average selling prices of CSRs products;
|- |  | ---------------------------------------------------------



| |  | cancellation of existing orders or the failure to secure new orders;
|- |  | --------------------------------------------------------------------



| |  | difficulties related to distributors who supply our products to customers;
|- |  | --------------------------------------------------------------------------



| |  | errors or failures in the hardware or software components of CSRs products;
|- |  | ----------------------------------------------------------------------------



| |  | risks associated with securing sufficient capacity from the third-parties that manufacture, assemble and test CSRs products and other risks relating to
CSRs fabless business model;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | risks associated with existing or future litigation, including the risk that the Company will be enjoined from shipping or selling its products;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  | risks associated with acquiring and protecting intellectual property and other commercially sensitive information;
|- |  | ------------------------------------------------------------------------------------------------------------------



| |  | the cyclicality of the semiconductor industry;
|- |  | ----------------------------------------------



| |  | the potential for disruption in the supply of wafers or assembly or testing services due to changes in business conditions, natural disasters, terrorist
activities, public health concerns or other factors;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | CSRs ability to manage past and future acquisitions and realise the expected commercial benefits and synergies for such acquisitions in the amounts and
timeframes anticipated;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | CSRs ability to attract and retain key personnel, including engineers and technical personnel;
|- |  | -----------------------------------------------------------------------------------------------



| |  | the difficulty in predicting future results; and
|- |  | ------------------------------------------------



| |  | other risks and uncertainties discussed in this Annual Report, including, without limitation, under the heading Risk Factors on pages 45 to 50.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

The reader is cautioned not to place undue reliance on these forward looking statements, which speak only as of the date of this
Annual Report. Neither CSR nor any other person undertakes any obligation to update or revise publicly any of the forward looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent
legally required.



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2012 |  | 



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##### Table of Contents

Other information



Directors report  other information

continued

Additional Information



accelerometer: an electromechanical device that measures acceleration forces. It can be
used for example to measure a paths gradient in relation to ones movement along that path

ADR: negotiable certificate issued by a US bank
representing a specified number of shares (or one share) in a foreign stock that is traded on a US exchange. ADRs are denominated in US dollars, with the underlying security held by a US financial institution overseas. ADRs help to reduce
administration and duty costs that would otherwise be levied on each transaction

ADS: a US dollar-denominated equity share of a foreign-based
company available for purchase on an American stock exchange. American Depositary Shares (ADSs) are issued by depository banks in the US under agreement with the issuing foreign company; the entire issuance is called an American Depositary
Receipt (ADR) and the individual shares are referred to as ADSs

algorithm: a term describing a formula or set of steps for solving a particular
problem

application processor: a computer (or computer chip) that processes data in contrast with one that performs control functions

attach rate: represents the rate of adoption of additional products or technologies on to the primary or hosting product

baseband: describing that part of a radio telecommunication system in which information is processed before modulating on to, or after demodulating off, a radio
frequency (RF) carrier wave

BiCMOS or Bi-polar CMOS: is a process which combines bipolar junction transistors on CMOS technology. The combination
utilises the high speed, high gain and low output characteristics of the bipolar technology with the high density logic gates of the CMOS technology. It has advantages for RF performance, reduced power consumption and low noise circuits

bipolar: bipolar refers to the enhancement of the conduction of current within a transistor that enables the control of a larger electrical current thereby
providing an amplified signal

bill of materials: a list of the individual parts (or material) which comprise a finished product and the cost of each of
those individual parts

Bluetooth: is an open wireless protocol for exchanging data over short distances from fixed and mobile devices

Bluetooth SMART (formerly known as Bluetooth low energy or BTLE): is designed to work side-by-side with and complement Bluetooth. It operates in 2.4 GHz ISM band.
Devices using ultra low power Bluetooth will be smaller and more energy-efficient than their Bluetooth counterparts

cellular: derives from
cellphone and means a mobile phone or other device which communicates through a network of radio cells

CMOS: Complementary Metal
Oxide Semiconductor technology: a semiconductor process technology that uses planar transistors to make chips that consume relatively low power and permit a high level of integration

chip: short for a microchip; semiconductor device or integrated circuit

codec: short for
compressor/decompressor, a codec is any technology for compressing and decompressing data. Codecs can be implemented in software, hardware or a combination of both. Some popular codecs for computer video
include MPEG and Indeo. In telecommunications it is short for coder/decoder, a device that encodes or decodes a signal. For example, telephone companies use codecs to convert binary signals transmitted on
their digital networks to analog signals converted on their analog networks

co-exist/co-existence: means the ability of two systems to operate in
parallel without interfering with the other

connectivity: enabling two electronic devices to communicate with each other and transfer data (voice/audio/
music/picture/word files) using radio waves

Connectivity Centre: a term first promulgated by CSR in its application to wireless connectivity solutions;
the Connectivity Centre brings together many aspects of short range wireless connectivity products with excellent co-existence capable of operating concurrently without degradation in optimum performance of each of the individual functions

CSP: Chip-Scale Package: a semiconductor package which is as small as the semiconductor chip and is used for small form factor applications such as
mobile phones, PDAs and wireless devices

design win: CSR records a design win when a product using one of its ICs becomes qualified



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Additional Information continued



die: another word for chip: often used to refer to the chips whilst they
are still an integral part of the silicon wafer or where they have been cut from the wafer but are, as yet, unpackaged

digital:
the representation of data by a series of bits or discrete values such as 0s and 1s

ERP System: Enterprise Resource Planning System is a company wide
computer software system used to manage and co-ordinate internal and external resources. The system facilitates the flow and management of information to improve data sharing and decision making using a computer network

FM or FM Radio: is a radio wave broadcast technology that conveys sound  voice and music  using a carrier wave which varies its frequency during
transmission, producing high quality audio clarity and tone

fabless: short for fabricationless, a business model used in the semiconductor industry,
where the manufacture (or fabrication) of ICs is subcontracted to a foundry

fabless semiconductor company: company that uses a third party
semiconductor fabrication service to manufacture silicon chips as opposed to fabrication facilities owned directly

feature phone: a mobile phone which
has added functionality over and above a base model designed specifically to meet the requirements of a particular market segment. Typically these features can include a digital camera, Bluetooth connectivity, FM radio or MP3 player.
These phones are intended to occupy the mid-market segment

foundry: a semiconductor manufacturing site that makes integrated circuits

gaming: a term describing the playing a video, internet or computer game

GPS: Global Positioning Systems: a satellite based radio navigation system that allows receiving devices to take an accurate location fix of the device on the surface of the earth. Positions are derived by
measuring the time of arrival of signals broadcast from the constellation of satellites, and knowledge of the instantaneous positions of the satellites. (The information required to calculate this being broadcast at a very low data rate by the
satellites themselves, and is known as almanac and ephemeris data)

gyro: gyroscope is a device for measuring or maintaining orientation in relation to
another reference point

HID: Human Interface Device: a computer device that interacts directly with and often takes input from humans and may deliver
data to humans

IC or integrated circuit: a semiconductor device consisting of many thousands or millions of interconnected transistors and other
components

indoors location: positioning and navigation in locations such as shopping centres, airports, convention centres, and other pedestrian areas

Infotainment: term and popular buzzword for a media device or service that delivers a combination of information and entertainment. The content
delivered via infotainment is designed to be informative yet entertaining enough to attract and maintain the consumers interest

ISO: International
Standards Organisation: the international organisation responsible for developing and maintaining worldwide standards for manufacturing, environmental management systems, computers, data communications, and many other fields

ISO 9000: a series of international standards for quality assurance in business practices, ratified by the ISO beginning in 1987. Certification of ISO 9000
compliance is important for selling many types of goods and services including data-communications equipment and services

low latency: low latency
concerns the management of delays that occur between an input and a corresponding output that reduces them to such an extent as to render them unnoticeable to the human eye or ear. In respect of CSRs new audio coding technology it reduces the
delay, or latency, of stereo audio signals over Bluetooth connectivity, effectively enabling consumers to watch video while listening to synchronised wireless audio

MEMS: microelectromechanical systems; the technology of very small mechanical devices driven by electricity

memory:
any device that can store data in machine-readable format which may include RAM, ROM and Flash

MP3: a file format which compresses or
shrinks voice and music files for transfer between one electronic device to another whilst retaining CD quality audio

NFC or Near Field
Communication: is a short-range high frequency wireless communication technology which enables the exchange of data between devices over a distance of about four centimetres. Its application includes secure payment transactions using the customers
mobile phone or transfer of files for example photo images from a digital camera to a PC

ODM: or Original Design Manufacturer: a manufacturer that
designs and manufactures equipment for another company who will, in turn sell this to the end-user



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2012 |  | 



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##### Table of Contents

Other information



OEM: or Original Equipment Manufacturer: a manufacturer that sells equipment to retail and wholesale outlets

OSAT: Outsourced Semiconductor Assembly and Test

PC: personal
computer

PDA: personal digital assistant: a pocket-sized personal computer

Personal Navigation Device or PND: is a portable electronic product which combines a positioning capability (such as GPS) and navigation functions and enables the user to find out where they are located and get
directions to move from one place to another

package: the package of a semiconductor is the physical and electrical interface between the chip and the
system in which it operates

platform: a set of hardware and software that provides the core functionality of an end product or a subsystem within the
end product e.g. an auto navigation platform consists of an Embedded Processor+OS with visualization capabilities +GPS combined with navigation algorithms and necessary peripherals; a smartphone platform consists of an Apps Processor+OS+Modem
combined with voice, visualization & data communication protocols and necessary peripherals; a wireless audio platform consists of an audio DSP+Bluetooth (or another wireless link) combined with audio algorithms and necessary peripherals

playback: the characteristic of a device to be able to play selected music or video tracks which are stored on that device

product qualification: the approval of a product or process for use by an ODM or OEM

protocol: a method by which two dissimilar systems can communicate

RF: radio frequency: frequencies of
electromagnetic waves between approximately 3 kHz and 300 GHz

ROM: read only memory

SDK: software development kit

semiconductor: a material, typically crystalline, that can be altered to allow
electrical current to flow or not flow in a pattern; common semiconductors are silicon, germanium and gallium-arsenide and the term is also used to apply to ICs made from these materials

silicon: a semiconducting material used to make wafers, widely used in the semiconductor industry as the basic material for integrated circuits

single lens reflex camera: a camera that typically uses a mirror and prism system (hence reflex, from the mirrors reflection) that permits the photographer to view through the lens and see exactly
what will be captured, contrary to viewfinder cameras where the image could be significantly different from what will be captured

short range: Bluetooth
is principally used for communicating over ranges of up to ten metres

Smartphone: a generic name for a voice centric mobile phone that also offers
advanced capabilities often using a computer like operating system to enable PC functionality

stereo headset: a mobile headset which connects to a
mobile phone, PDA, MP3 player or other device using Bluetooth and sits on both ears of the user

SoC: System on chip is a technology that takes all the
necessary electronic circuits and parts for a complete system and integrates them into a single circuit (Silicon chip)

software solution: a solution
where instructions and data are read from memory (or memories) and then the instructions interpreted and executed by a microprocessor to modify the data in the intended way

soundbar: a special (sometimes wireless) loudspeaker which creates a stereo- or surround-sound effect from a single cabinet, usually much wider than it is high, and mounted above or below a display device, e.g.
atop a computer monitor or beneath a television screen

tablet (PC): a type of notebook computer that has an LCD screen on which the user can write using
a special-purpose pen, or stylus. The handwriting is digitized and can be converted to standard text through handwriting recognition, or it can remain as handwritten text. The stylus also can be used to type on a pen-based key layout where the
lettered keys are arranged differently than a QWERTY keyboard

Tier One: a description of a leading, normally global manufacturer that supplies products
in high volume to end user markets

wafer: a disc made of a semiconducting material such as silicon, usually between 150mm (6) and 300mm
(12) in diameter, in which integrated circuits are manufactured; a wafer may contain several thousand individual integrated circuits

Wi-Fi:
wireless local area network (WLAN) products that are based on the Institute of Electrical and Electronics Engineers (IEEE) 802.11 standards typically associated with computer networks in the home or office.

WLCSP: Wafer Level Chip Scale Packaging: the technology of packaging a chip at the wafer level instead of the traditional process of assembling the package after
the wafer has been diced into individual chips (see CSP)

yield: when used in connection with manufacturing, the ratio of the number of usable products
to the total number of products on a wafer



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##### Table of Contents

Additional Information continued



Trademarks and registered trademarks

The following is a list of CSR trademarks and registered trademarks that appear in the Annual Report.



μEnergy aptX® aptX® Low Latency COACH14 COACH15 COACH15s COACH16 CSR & Logo® CSR μEnergy® CSR1000 CSR1001


CSR1010 CSR1011 CSR8350 CSR8510 CSR8600 CSR8645 CSR9800 CVC® DDFA® IPS MAPX


Quatro® RoadTunes SiRF® SiRFatlasV SiRFatlasVI SiRFprimaII SiRFstarIV SiRFstarV SiRFusion Zoran®






Unless otherwise stated,
words and logos marked with  or ® are trademarks registered or owned by CSR plc or one of
its group companies and may be registered in one or more jurisdictions save that not all such marks are registered in all countries where our products are available.

Bluetooth® and the Bluetooth logos are trademarks owned by Bluetooth SIG, Inc. and licensed to CSR.

IEEE Standard 802.11, 802.11a, 802.11b,
802.11d, 802.11e, 802.11F, 802.11g,
802.11h, 802.11i, 802.11j, 802.11k,
802.11m, 802.11n, 802.11p, 802.11r,
802.11s, 802.11T, 802.11v, 802.11u,
802.11w, 802.11y and 802.11z are trademarks of the IEEE.

Wi-Fi®, Wi-Fi Alliance®,
WMM®, Wi-Fi Protected Access®, WPA®, WPA2®, Wi-Fi Protected Setup and Wi-Fi Multimedia are trademarks of the Wi-Fi Alliance.

Other products, services and names used in this document may have been trademarked by their respective owners.

The publication of this information does not imply that any licence is granted under any patent or other rights owned by CSR plc or its affiliates.



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2012 |  | 



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##### Table of Contents

www.csr.com

Corporate Headquarters

CSR plc

Churchill House

Cambridge Business Park

Cowley
Road

Cambridge

CB4
0WZ

United Kingdom

T+44 1223 692000

F+44 1223
692001



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##### Table of Contents

Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



CSR plc(Registrant)By:/s/ Joep van BeurdenName:

Joep van BeurdenTitle:

Chief Executive Officer/s/ Will GardinerName:

Will GardinerTitle:

Chief Financial OfficerDate: 28 March
2013




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##### Table of Contents

Index to the Exhibits



|          |  |                                                                                                                                                                                                                                                                                                          |  |      |     | 
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|ExhibitNo |  | Description                                                                                                                                                                                                                                                                                              |  | Page |    
|1.1       |  | Memorandum of Association of CSR plc (incorporated by reference to the periodic report on Form 6-K of CSR plc filed with the SEC on January 24, 2011)                                                                                                                                                    |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|1.2       |  | Articles of Association of CSR plc (incorporated by reference to the periodic report on Form 6-K of
CSR plc filed with the SEC on January 24, 2011)                                                                                                                                                      |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|4.1       |  | XAP Technology Licence and XAP2 Development Agreement by and between Cambridge Consultants Limited and Cambridge Silicon Radio Limited (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-4 (Registration No. 333-159615) of CSR plc filed with the SEC on May 29,
2009) |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|4.2       |  | Know-How and IPR Agreement by and between Cambridge Consultants Limited and Cambridge Silicon Radio Limited (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form F-4 (Registration No. 333-159615) of CSR plc filed with the SEC on May 29, 2009)                            |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|4.3*      |  | Addendum to XAP Technology Licence and XAP2 Development Agreement and Related Agreements by and between Cambridge Consultants Limited and
Cambridge Silicon Radio Limited                                                                                                                                |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|4.4       |  | Lease dated September 17, 2001, by and between CSR and Trinity College Cambridge (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form F-4 (Registration No. 333-159615) of CSR plc filed with the SEC on May 29, 2009)                                                       |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|4.5       |  | Lease dated September 29, 2004, by and between CSR and The Crown Estates (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-4 (Registration No. 333-159615) of
CSR plc filed with the SEC on May 29, 2009)                                                               |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|4.6       |  | Amended and Restated Agreement and Plan of Merger, dated as of June 16, 2011, by and among CSR plc, Zeiss Merger Sub, Inc. and Zoran Corporation (incorporated by reference to Exhibit 4.7 to the annual report on Form 20-F of CSR plc for the year ended December 31, 2010)                            |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|4.7*      |  | Asset and Share Transfer and Technology Licence Agreement, dated as of July 17, 2012, by and among CSR plc, Cambridge Silicon Radio Limited and Samsung Electronics, Co., Ltd., as
amended                                                                                                               |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|8         |  | List of subsidiaries of CSR plc                                                                                                                                                                                                                                                                          |  |      |     | 
|          |  |                                                                                                                                                                                                                                                                                                         
|12.1      |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                                                                                            |  |      | E-1 | 
|          |  |                                                                                                                                                                                                                                                                                                         
|12.2      |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                                                                                            |  |      | E-2 | 
|          |  |                                                                                                                                                                                                                                                                                                         
|13.1      |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350                                                                                                                                                                                                          |  |      | E-3 | 
|          |  |                                                                                                                                                                                                                                                                                                         
|15.1      |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                 |  |      | E-4 | 



| | * | Confidential treatment requested as to certain portions of this exhibit which portions have been omitted and submitted separately to the U.S. Securities and Exchange Commission.
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