UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April 4,~~October 3, 2021

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

For the transition period from to .

Commission File Number: 001-34841

NXP Semiconductors N.V.

(Exact name of registrant as specified in its charter)


Netherlands						98-1144352
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification number)

60 High Tech Campus						5656 AG
Eindhoven
Netherlands
(Address of principal executive offices)						(Zip code)


	+31	40	2729999
(Registrant’s telephone number, including area code)

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common shares, EUR 0.20 par value	NXPI	The Nasdaq Global Select Market

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 ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~April 23,~~October 29, 2021, there were ~~275,750,318~~265,933,249 shares of our common stock, €0.20 par value per share, issued and outstanding.

NXP Semiconductors N.V.

Form 10-Q

For the Fiscal Quarter Ended ~~April 4,~~October 3, 2021

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

($ in millions, unless otherwise stated)


		For the three months ended		For the three months ended			For the nine months ended
		April 4, 2021	March 29, 2020			October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020
Revenue	Revenue	2,567	2,021		Revenue	2,861	2,267	8,024	6,105
Cost of revenue	Cost of revenue	(1,212)	(1,024)		Cost of revenue	(1,278)	(1,177)	(3,664)	(3,158)
Gross profit	Gross profit	1,355	997		Gross profit	1,583	1,090	4,360	2,947
Research and development	Research and development	(461)	(425)		Research and development	(492)	(438)	(1,429)	(1,265)
Selling, general and administrative	Selling, general and administrative	(222)	(233)		Selling, general and administrative	(243)	(203)	(699)	(658)
Amortization of acquisition-related intangible assets	Amortization of acquisition-related intangible assets	(180)	(381)		Amortization of acquisition-related intangible assets	(137)	(418)	(456)	(1,179)
Total operating expenses	Total operating expenses	(863)	(1,039)		Total operating expenses	(872)	(1,059)	(2,584)	(3,102)
Other income (expense)	Other income (expense)	0	110		Other income (expense)	—	1	—	110
Operating income (loss)	Operating income (loss)	492	68		Operating income (loss)	711	32	1,776	(45)
Financial income (expense):	Financial income (expense):				Financial income (expense):

Other financial income (expense)	Other financial income (expense)	(87)	(78)		Other financial income (expense)	(93)	(106)	(280)	(280)
Income (loss) before income taxes	Income (loss) before income taxes	405	(10)		Income (loss) before income taxes	618	(74)	1,496	(325)
Benefit (provision) for income taxes	Benefit (provision) for income taxes	(40)	(2)		Benefit (provision) for income taxes	(95)	57	(200)	88
Results relating to equity-accounted investees	Results relating to equity-accounted investees	(1)	(1)		Results relating to equity-accounted investees	3	(1)	—	(3)
Net income (loss)	Net income (loss)	364	(13)		Net income (loss)	526	(18)	1,296	(240)
Less: Net income (loss) attributable to non-controlling interests	Less: Net income (loss) attributable to non-controlling interests	11	8		Less: Net income (loss) attributable to non-controlling interests	7	4	27	17
Net income (loss) attributable to stockholders	Net income (loss) attributable to stockholders	353	(21)		Net income (loss) attributable to stockholders	519	(22)	1,269	(257)

Earnings per share data:	Earnings per share data:				Earnings per share data:
Net income (loss) per common share attributable to stockholders in $	Net income (loss) per common share attributable to stockholders in $				Net income (loss) per common share attributable to stockholders in $
Basic	Basic	1.27	(0.08)		Basic	1.95	(0.08)	4.66	(0.92)
Diluted	Diluted	1.25	(0.08)		Diluted	1.91	(0.08)	4.57	(0.92)

Weighted average number of shares of common stock outstanding during the period (in thousands):	Weighted average number of shares of common stock outstanding during the period (in thousands):				Weighted average number of shares of common stock outstanding during the period (in thousands):
Basic	Basic	277,526	279,933		Basic	266,557	279,467	272,314	279,511
Diluted	Diluted	283,263	279,933		Diluted	271,359	279,467	277,886	279,511

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

($ in millions, unless otherwise stated)


		For the three months ended		For the three months ended			For the nine months ended
		April 4, 2021	March 29, 2020			October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020
Net income (loss)	Net income (loss)	364	(13)		Net income (loss)	526	(18)	1,296	(240)
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:				Other comprehensive income (loss), net of tax:
Change in fair value cash flow hedges	Change in fair value cash flow hedges	(14)	(10)		Change in fair value cash flow hedges	(2)	4	(16)	5
Change in foreign currency translation adjustment	Change in foreign currency translation adjustment	(42)	(49)		Change in foreign currency translation adjustment	(23)	37	(56)	14
Change in net actuarial gain (loss)	Change in net actuarial gain (loss)	0	(2)		Change in net actuarial gain (loss)	—	(1)	—	(4)

Total other comprehensive income (loss)	Total other comprehensive income (loss)	(56)	(61)		Total other comprehensive income (loss)	(25)	40	(72)	15
Total comprehensive income (loss)	Total comprehensive income (loss)	308	(74)		Total comprehensive income (loss)	501	22	1,224	(225)
Less: Comprehensive income (loss) attributable to non-controlling interests	Less: Comprehensive income (loss) attributable to non-controlling interests	11	8		Less: Comprehensive income (loss) attributable to non-controlling interests	7	4	27	17
Total comprehensive income (loss) attributable to stockholders	Total comprehensive income (loss) attributable to stockholders	297	(82)		Total comprehensive income (loss) attributable to stockholders	494	18	1,197	(242)

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

($ in millions, unless otherwise stated)


			April 4, 2021	December 31, 2020			October 3, 2021	December 31, 2020
ASSETS	ASSETS				ASSETS
Current assets:	Current assets:				Current assets:
		Cash and cash equivalents	1,842	2,275		Cash and cash equivalents	2,303	2,275
		Accounts receivable, net	833	765		Accounts receivable, net	979	765

		Inventories, net	1,056	1,030		Inventories, net	1,173	1,030
		Other current assets	293	254		Other current assets	266	254
Total current assets	Total current assets		4,024	4,324	Total current assets		4,721	4,324
Non-current assets:	Non-current assets:				Non-current assets:
		Other non-current assets	1,039	1,013		Other non-current assets	1,070	1,013
		Property, plant and equipment, net of accumulated depreciation of $4,344 and $4,237	2,304	2,284		Property, plant and equipment, net of accumulated depreciation of $4,565 and $4,237	2,510	2,284
		Identified intangible assets, net of accumulated amortization of $7,118 and $7,007	2,057	2,242		Identified intangible assets, net of accumulated amortization of $7,441 and $7,007	1,741	2,242
		Goodwill	9,968	9,984		Goodwill	9,968	9,984
		Total non-current assets	15,368	15,523		Total non-current assets	15,289	15,523
Total assets	Total assets		19,392	19,847	Total assets		20,010	19,847

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY				LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:				Current liabilities:
		Accounts payable	1,033	991		Accounts payable	1,140	991

		Restructuring liabilities-current	42	60		Restructuring liabilities-current	30	60
		Other current liabilities	1,190	966		Other current liabilities	1,269	966
						Short-term debt	999	—
Total current liabilities	Total current liabilities		2,265	2,017	Total current liabilities		3,438	2,017
Non-current liabilities:	Non-current liabilities:				Non-current liabilities:
		Long-term debt	7,611	7,609		Long-term debt	8,594	7,609
		Restructuring liabilities	14	14		Restructuring liabilities	13	14
		Deferred tax liabilities	85	85		Deferred tax liabilities	84	85
		Other non-current liabilities	896	971		Other non-current liabilities	909	971
Total non-current liabilities	Total non-current liabilities		8,606	8,679	Total non-current liabilities		9,600	8,679
Total liabilities	Total liabilities		10,871	10,696	Total liabilities		13,038	10,696
Equity:	Equity:				Equity:
		Non-controlling interests	218	207		Non-controlling interests	234	207

		Stockholders’ equity:				Stockholders’ equity:
		Common stock, par value €0.20 per share:	59	59		Common stock, par value €0.20 per share:	59	59
		Capital in excess of par value	14,224	14,133		Capital in excess of par value	14,392	14,133
		Treasury shares, at cost:				Treasury shares, at cost:
		13,770,785 shares (2020: 9,044,952 shares)	(1,905)	(1,037)		23,179,725 shares (2020: 9,044,952 shares)	(4,028)	(1,037)
		Accumulated other comprehensive income (loss)	61	117		Accumulated other comprehensive income (loss)	45	117
		Accumulated deficit	(4,136)	(4,328)		Accumulated deficit	(3,730)	(4,328)
		Total stockholders’ equity	8,303	8,944		Total stockholders’ equity	6,738	8,944
Total equity	Total equity		8,521	9,151	Total equity		6,972	9,151
Total liabilities and equity	Total liabilities and equity		19,392	19,847	Total liabilities and equity		20,010	19,847

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

($ in millions, unless otherwise stated)


		For the three months ended			For the nine months ended
		April 4, 2021	March 29, 2020		October 3, 2021	September 27, 2020
Cash flows from operating activities:	Cash flows from operating activities:			Cash flows from operating activities:
Net income (loss)	Net income (loss)	364	(13)	Net income (loss)	1,296	(240)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:	Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:			Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization	Depreciation and amortization	341	540	Depreciation and amortization	952	1,672
Share-based compensation	Share-based compensation	91	107	Share-based compensation	265	295

Amortization of discount (premium) on debt, net				Amortization of discount (premium) on debt, net	1	(1)
Amortization of debt issuance costs	Amortization of debt issuance costs	2	1	Amortization of debt issuance costs	5	7
Net (gain) loss on sale of assets	Net (gain) loss on sale of assets	0	(110)	Net (gain) loss on sale of assets	—	(111)
(Gain) loss on equity security, net	(Gain) loss on equity security, net	(3)	0	(Gain) loss on equity security, net	(2)	—

Results relating to equity-accounted investees	Results relating to equity-accounted investees	1	1	Results relating to equity-accounted investees	—	3
Deferred tax expense (benefit)	Deferred tax expense (benefit)	12	(75)	Deferred tax expense (benefit)	6	(274)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:			Changes in operating assets and liabilities:
(Increase) decrease in receivables and other current assets	(Increase) decrease in receivables and other current assets	(95)	27	(Increase) decrease in receivables and other current assets	(214)	(1)
(Increase) decrease in inventories	(Increase) decrease in inventories	(26)	(35)	(Increase) decrease in inventories	(143)	129
Increase (decrease) in accounts payable and other liabilities	Increase (decrease) in accounts payable and other liabilities	51	64	Increase (decrease) in accounts payable and other liabilities	242	(14)
Decrease (increase) in other non-current assets	Decrease (increase) in other non-current assets	(8)	4	Decrease (increase) in other non-current assets	(106)	(16)
Exchange differences	Exchange differences	(1)	(4)	Exchange differences	(3)	6
Other items	Other items	3	5	Other items	(7)	(2)
Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities	732	512	Net cash provided by (used for) operating activities	2,292	1,453
Cash flows from investing activities:	Cash flows from investing activities:			Cash flows from investing activities:
Purchase of identified intangible assets	Purchase of identified intangible assets	(37)	(45)	Purchase of identified intangible assets	(99)	(95)
Capital expenditures on property, plant and equipment	Capital expenditures on property, plant and equipment	(150)	(143)	Capital expenditures on property, plant and equipment	(501)	(288)

Purchase of equipment leased to others				Purchase of equipment leased to others	(14)	—
Insurance recoveries received for equipment damage				Insurance recoveries received for equipment damage	7	—
Proceeds from disposals of property, plant and equipment				Proceeds from disposals of property, plant and equipment	1	3
Purchase of interests in businesses, net of cash acquired	Purchase of interests in businesses, net of cash acquired	0	(10)	Purchase of interests in businesses, net of cash acquired	(17)	(21)
Proceeds from sale of interests in businesses, net of cash divested	Proceeds from sale of interests in businesses, net of cash divested	0	161	Proceeds from sale of interests in businesses, net of cash divested	—	161
Purchase of investments	Purchase of investments	(2)	0	Purchase of investments	(6)	(15)
Proceeds from sale of investments	Proceeds from sale of investments	8	0	Proceeds from sale of investments	8	—

Proceeds from return of equity investment				Proceeds from return of equity investment	3	—
Net cash provided by (used for) investing activities	Net cash provided by (used for) investing activities	(181)	(37)	Net cash provided by (used for) investing activities	(618)	(255)
Cash flows from financing activities:	Cash flows from financing activities:			Cash flows from financing activities:

Proceeds from the issuance of long-term debt				Proceeds from the issuance of long-term debt	2,000	2,000
Cash paid for debt issuance costs				Cash paid for debt issuance costs	(22)	(15)

Dividends paid to non-controlling interests				Dividends paid to non-controlling interests	—	(34)
Dividends paid to common stockholders	Dividends paid to common stockholders	(105)	(105)	Dividends paid to common stockholders	(412)	(315)
Proceeds from issuance of common stock through stock plans	Proceeds from issuance of common stock through stock plans	31	29	Proceeds from issuance of common stock through stock plans	60	64
Purchase of treasury shares and restricted stock unit withholdings	Purchase of treasury shares and restricted stock unit withholdings	(905)	(355)	Purchase of treasury shares and restricted stock unit withholdings	(3,265)	(370)
Other, net				Other, net	(1)	—
Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	(979)	(431)	Net cash provided by (used for) financing activities	(1,640)	1,330
Effect of changes in exchange rates on cash positions	Effect of changes in exchange rates on cash positions	(5)	(10)	Effect of changes in exchange rates on cash positions	(6)	(7)
Increase (decrease) in cash and cash equivalents	Increase (decrease) in cash and cash equivalents	(433)	34	Increase (decrease) in cash and cash equivalents	28	2,521
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	2,275	1,045	Cash and cash equivalents at beginning of period	2,275	1,045
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	1,842	1,079	Cash and cash equivalents at end of period	2,303	3,566

Supplemental disclosures to the condensed consolidated cash flows
Net cash paid during the period for:
Interest 56 53
Income taxes, net of refunds 40 39
Net gain (loss) on sale of assets:
Cash proceeds from the sale of assets 0 161
Book value of these assets 0 (51)
Non-cash investing activities:
Non-cash capital expenditures 121 78

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

($ in millions, unless otherwise stated)


Supplemental disclosures to the condensed consolidated cash flows
Net cash paid during the period for:
Interest	216	211
Income taxes, net of refunds	250	103
Net gain (loss) on sale of assets:
Cash proceeds from the sale of assets	—	163
Book value of these assets	—	(52)
Non-cash investing activities:
Non-cash capital expenditures	224	62

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

($ in millions, unless otherwise stated)


		Outstanding number of shares (in thousands)	Common stock	Capital in excess of par value	Treasury shares at cost	Accumulated other comprehensive income (loss)	Accumulated deficit	Total stock- holders’ equity	Non- controlling interests	Total equity		Outstanding number of shares (in thousands)	Common stock	Capital in excess of par value	Treasury shares at cost	Accumulated other comprehensive income (loss)	Accumulated deficit	Total stock- holders’ equity	Non- controlling interests	Total equity
Balance as of December 31, 2020	Balance as of December 31, 2020	280,475	59	14,133	(1,037)	117	(4,328)	8,944	207	9,151	Balance as of December 31, 2020	280,475	59	14,133	(1,037)	117	(4,328)	8,944	207	9,151
Net income (loss)	Net income (loss)						353	353	11	364	Net income (loss)						353	353	11	364
Other comprehensive income	Other comprehensive income					(56)		(56)		(56)	Other comprehensive income					(56)		(56)		(56)
Share-based compensation plans	Share-based compensation plans			91				91		91	Share-based compensation plans			91				91		91
Shares issued pursuant to stock awards	Shares issued pursuant to stock awards	361			37		(6)	31		31	Shares issued pursuant to stock awards	361			37		(6)	31		31
Treasury shares repurchased and retired	Treasury shares repurchased and retired	(5,087)			(905)			(905)		(905)	Treasury shares repurchased and retired	(5,087)			(905)			(905)		(905)

Dividends common stock ($0.5625 per share)	Dividends common stock ($0.5625 per share)						(155)	(155)		(155)	Dividends common stock ($0.5625 per share)						(155)	(155)		(155)
Balance as of April 4, 2021	Balance as of April 4, 2021	275,749	59	14,224	(1,905)	61	(4,136)	8,303	218	8,521	Balance as of April 4, 2021	275,749	59	14,224	(1,905)	61	(4,136)	8,303	218	8,521
Net income (loss)											Net income (loss)						397	397	9	406
Other comprehensive income											Other comprehensive income					9		9		9
Share-based compensation plans											Share-based compensation plans			88				88		88
Shares issued pursuant to stock awards											Shares issued pursuant to stock awards	64			6		(6)	—		—
Treasury shares and restricted stock unit withholdings											Treasury shares and restricted stock unit withholdings	(6,103)			(1,203)			(1,203)		(1,203)

Dividends common stock ($0.5625 per share)											Dividends common stock ($0.5625 per share)						(152)	(152)		(152)
Balance as of July 4, 2021											Balance as of July 4, 2021	269,710	59	14,312	(3,102)	70	(3,897)	7,442	227	7,669
Net income (loss)											Net income (loss)						519	519	7	526
Other comprehensive income											Other comprehensive income					(25)		(25)		(25)
Share-based compensation plans											Share-based compensation plans			80				80		80
Shares issued pursuant to stock awards											Shares issued pursuant to stock awards	2,430			231		(202)	29		29
Treasury shares and restricted stock unit withholdings											Treasury shares and restricted stock unit withholdings	(5,800)			(1,157)			(1,157)		(1,157)

Dividends common stock ($0.5625 per share)											Dividends common stock ($0.5625 per share)						(150)	(150)		(150)
Balance as of October 3, 2021											Balance as of October 3, 2021	266,340	59	14,392	(4,028)	45	(3,730)	6,738	234	6,972

Outstanding
number of
shares (in
thousands)
Common
stock
Capital in
excess of
par value
Treasury
shares at
cost
Accumulated
other
comprehensive
income (loss)
Accumulated
deficit
Total
stock-
holders’
equity
Non-
controlling
interests
Total
equity
Balance as of December 31, 2019 281,437 64 15,184 (3,037) 75 (2,845) 9,441 214 9,655
Net income (loss) (21) (21) 8 (13)
Other comprehensive income (61) (61) (61)
Share-based compensation plans 108 108 108
Shares issued pursuant to stock awards 497 47 (18) 29 29
Treasury shares repurchased and retired (2,933) (355) (355) (355)
Expiration of stock purchase warrants (56) 56 0 0
Dividends common stock ($0.375 per share) (105) (105) (105)
Balance as of March 29, 2020 279,001 64 15,236 (3,345) 14 (2,933) 9,036 222 9,258

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

($ in millions, unless otherwise stated)


	Outstanding number of shares (in thousands)	Common stock	Capital in excess of par value	Treasury shares at cost	Accumulated other comprehensive income (loss)	Accumulated deficit	Total stock- holders’ equity	Non- controlling interests	Total equity
Balance as of December 31, 2019	281,437	64	15,184	(3,037)	75	(2,845)	9,441	214	9,655
Net income (loss)						(21)	(21)	8	(13)
Other comprehensive income					(61)		(61)		(61)
Share-based compensation plans			108				108		108
Shares issued pursuant to stock awards	497			47		(18)	29		29
Treasury shares repurchased and retired	(2,933)			(355)			(355)		(355)
Expiration of stock purchase warrants			(56)			56	—		—
Dividends common stock ($0.375 per share)						(105)	(105)		(105)
Balance as of March 29, 2020	279,001	64	15,236	(3,345)	14	(2,933)	9,036	222	9,258
Net income (loss)						(214)	(214)	5	(209)
Other comprehensive income					36		36		36
Share-based compensation plans			104				104		104
Shares issued pursuant to stock awards	252			23		(15)	8		8
Treasury shares and restricted stock unit withholdings	(40)			(3)			(3)		(3)
Expiration of stock purchase warrants			(112)			112	—		—
Dividends non-controlling interests								(34)	(34)
Dividends common stock ($0.375 per share)						(105)	(105)		(105)
Balance as of June 28, 2020	279,213	64	15,228	(3,325)	50	(3,155)	8,862	193	9,055
Net income (loss)						(22)	(22)	4	(18)
Other comprehensive income					40		40		40
Share-based compensation plans			86				86		86
Shares issued pursuant to stock awards	611			58		(31)	27		27
Treasury shares and restricted stock unit withholdings	(95)			(12)			(12)		(12)

Dividends common stock ($0.375 per share)						(105)	(105)		(105)
Balance as of September 27, 2020	279,729	64	15,314	(3,279)	90	(3,313)	8,876	197	9,073

See accompanying notes to the Condensed Consolidated Financial Statements

NXP SEMICONDUCTORS N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

All amounts in millions of $ unless otherwise stated

1 Basis of Presentation and Overview

We prepared our interim condensed consolidated financial statements that accompany these notes in conformity with U.S. generally accepted accounting principles, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2020.

We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020.

On October 12, 2021, NXP announced that Bill Betz, formerly the Company’s Senior Vice President, Business Finance, had been named as Executive Vice President and Chief Financial Officer. Mr. Betz will succeed Peter Kelly who will provide advice and assistance to the Company's CEO and transition assistance and support to Mr. Betz through his previously announced retirement date.

2 Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies

Except for the changes below, no material changes have been made to the Company's significant accounting policies disclosed in Note 2 Significant Accounting Policies in our Annual Report, 10-K for the year ended December 31, 2020. The accounting policy information below is to aid in the understanding of the financial information disclosed.

Accounting standards recently adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 modifies ASC 740 to simplify the accounting for income taxes, removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application. ASU 2019-12 became effective for us on January 1, 2021. We have assessed our current positions and the interrelation to the amendments and the adoption of this update did not have a material impact on the Company's consolidated financial statements and related disclosures.

No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our Consolidated Financial Statements.

3 Acquisitions and Divestments

2021

~~There were 0 material acquisitions or divestments during the first three months~~On July 6, 2021, we acquired Retune DSP for a total consideration of ~~2021.~~$15.7 million, net of closing adjustments.

2020

There were 0no material acquisitions during the first ~~three~~nine months of 2020. On February 3, 2020, we completed the sale of the Company's Voice and Audio Solutions (VAS) assets, pursuant to the definitive agreement dated August 16, 2019 and which was previously classified as held for sale, with Shenzhen Goodix Technology Co., Ltd. ("Goodix") from China, for a net cash amount of $161 million inclusive of final working capital adjustments. This resulted in a gain of $110 million recorded in Other income (expense) on the Consolidated Statements of Operations.

4 Supplemental Financial Information

Statement of Operations Information:

Disaggregation of revenue

The following table presents revenue disaggregated by sales channel:


		For the three months ended		For the three months ended			For the nine months ended
		April 4, 2021	March 29, 2020			October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020
Distributors	Distributors	1,468	984		Distributors	1,631	1,243	4,617	3,286
Original Equipment Manufacturers and Electronic Manufacturing Services	Original Equipment Manufacturers and Electronic Manufacturing Services	1,064	1,000		Original Equipment Manufacturers and Electronic Manufacturing Services	1,191	983	3,295	2,695
Other	Other	35	37		Other	39	41	112	124
Total	Total	2,567	2,021		Total	2,861	2,267	8,024	6,105

Depreciation, amortization and impairment

For the three months ended
April 4, 2021 March 29, 2020
Depreciation of property, plant and equipment 132 133
Amortization of internal use software 2 2
Amortization of other identified intangible assets 1)
207 405
Total - Depreciation, amortization and impairment 341 540


	For the three months ended		For the nine months ended
	October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020
Depreciation of property, plant and equipment	139	139	406	408
Amortization of internal use software	1	1	5	4
Amortization of other identified intangible assets 1)	166	449	541	1,260
Total - Depreciation, amortization and impairment	306	589	952	1,672

1) For the ~~three~~nine month period ending ~~April 4,~~October 3, 2021, the amount includes an impairment charge as a result of the discontinuation of an IPR&D project for an amount of $36 million. For the three and nine month periods ending September 27, 2020, the amounts include an impairment relative to IPR&D acquired as part of the acquisition of Freescale for an amount of $36 million.

Other income (expense)

Income derived from manufacturing service arrangements (“MSA”) and transitional service arrangements (“TSA”) that are put in place when we divest a business or activity, is included in other income (expense). These arrangements are short-term in nature and are expected to decrease as the divested business or activity becomes more established.

The following table presents the split of other income (expense):


		For the three months ended		For the three months ended			For the nine months ended
		April 4, 2021	March 29, 2020			October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020

Result from MSA and TSA arrangements	Result from MSA and TSA arrangements	(1)	0		Result from MSA and TSA arrangements	1	—	(1)	(1)
Other, net	Other, net	1	110		Other, net	(1)	1	1	111
Total - Other income (expense)	Total - Other income (expense)	0	110		Total - Other income (expense)	—	1	—	110

Financial income and expense

For the three months ended
April 4, 2021 March 29, 2020
Interest income 1 4
Interest expense (87) (82)
Total interest expense, net (86) (78)
Foreign exchange rate results 1 4
Miscellaneous financing costs/income and other, net (2) (4)
Total other financial income/ (expense) (1) 0
Total - Financial income and expenses (87) (78)


	For the three months ended		For the nine months ended
	October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020
Interest income	1	3	3	11
Interest expense	(96)	(100)	(273)	(276)
Total interest expense, net	(95)	(97)	(270)	(265)

Foreign exchange rate results	3	(5)	3	(6)

Miscellaneous financing costs/income and other, net	(1)	(4)	(13)	(9)
Total other financial income/ (expense)	2	(9)	(10)	(15)
Total - Financial income and expenses	(93)	(106)	(280)	(280)

Earnings per share

The computation of earnings per share (EPS) is presented in the following table:


		For the three months ended		For the three months ended			For the nine months ended
		April 4, 2021	March 29, 2020			October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020
Net income (loss)	Net income (loss)	364	(13)		Net income (loss)	526	(18)	1,296	(240)
Less: net income (loss) attributable to non-controlling interests	Less: net income (loss) attributable to non-controlling interests	11	8		Less: net income (loss) attributable to non-controlling interests	7	4	27	17
Net income (loss) attributable to stockholders	Net income (loss) attributable to stockholders	353	(21)		Net income (loss) attributable to stockholders	519	(22)	1,269	(257)

Weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)	Weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)	277,526	279,933		Weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)	266,557	279,467	272,314	279,511
Plus incremental shares from assumed conversion of:	Plus incremental shares from assumed conversion of:				Plus incremental shares from assumed conversion of:
Options 1)	Options 1)	416	0		Options 1)	378	—	397	—
Restricted Share Units, Performance Share Units and Equity Rights 2)	Restricted Share Units, Performance Share Units and Equity Rights 2)	5,321	0		Restricted Share Units, Performance Share Units and Equity Rights 2)	4,424	—	5,175	—
Warrants 3)		0	0
Dilutive potential common shares	Dilutive potential common shares	5,737	0		Dilutive potential common shares	4,802	—	5,572	—

Adjusted weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)	Adjusted weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)	283,263	279,933		Adjusted weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)	271,359	279,467	277,886	279,511

EPS attributable to stockholders in $:	EPS attributable to stockholders in $:				EPS attributable to stockholders in $:
Basic net income (loss)	Basic net income (loss)	1.27	(0.08)		Basic net income (loss)	1.95	(0.08)	4.66	(0.92)
Diluted net income (loss)	Diluted net income (loss)	1.25	(0.08)		Diluted net income (loss)	1.91	(0.08)	4.57	(0.92)

1) There were 0no stock options to purchase shares of NXP’s common stock that were outstanding in Q1Q3 2021 ~~(Q1~~and YTD 2021 (Q3 2020: ~~1.1~~0.9 million shares; YTD 2020: 0.9 million shares) that were anti-dilutive and were not included in the computation of diluted EPS because the exercise price was greater than the average fair market value of the common stock or the number of shares assumed to be repurchased using the proceeds of unrecognized compensation expense and exercise prices was greater than the weighted average number of shares underlying outstanding stock options.

2) There were 0no unvested RSUs, PSUs and equity rights that were outstanding in Q1Q3 2021 ~~(Q1~~and YTD 2021 (Q3 2020: ~~7.9~~7.4 million shares; YTD 2020: 7.4 million shares) that were anti-dilutive and were not included in the computation of diluted EPS because the number of shares assumed to be repurchased using the proceeds of unrecognized compensation expense was greater than the weighted average number of outstanding unvested RSUs, PSUs and equity rights or the performance goal has not been met yet.

3)Warrants to purchase up to 7.6 million shares of NXP's common stock at a price of $130.46 per share were outstanding in Q1 2020, 0 warrants were outstanding at the end of Q1 2021. At the end of Q1 2020, the warrants were not included in the computation of diluted EPS because the warrants exercise price was greater than the average fair market value of the common shares.

Balance Sheet Information

Cash and cash equivalents

At ~~April 4,~~October 3, 2021 and December 31, 2020, our cash balance was ~~$1,842~~$2,303 million and $2,275 million, respectively, of which ~~$192~~$217 million and $185 million was held by SSMC, our consolidated joint venture company with TSMC. Under the terms of our joint venture agreement with TSMC, a portion of this cash can be distributed by way of a dividend to us, but 38.8% of the dividend will be paid to our joint venture partner. During the first nine months of 2021, no dividend was declared by SSMC. In 2020, $90 million has been declared by SSMC, which was distributed in the third quarter of 2020, with 38.8% being paid to our joint venture partner.

Inventories

The portion of finished goods stored at customer locations under consignment amounted to ~~$29~~$13 million as of ~~April 4,~~October 3, 2021 (December 31, 2020: $31 million).

Inventories are summarized as follows:


		April 4, 2021	December 31, 2020		October 3, 2021	December 31, 2020
Raw materials	Raw materials	71	66	Raw materials	96	66
Work in process	Work in process	795	786	Work in process	894	786
Finished goods	Finished goods	190	178	Finished goods	183	178
		1,056	1,030		1,173	1,030

The amounts recorded above are net of allowance for obsolescence of ~~$124~~$115 million as of ~~April 4,~~October 3, 2021 (December 31, 2020: $122 million).

Equity Investments

At ~~April 4,~~October 3, 2021 and December 31, 2020, the total carrying value of investments in equity securities is summarized as follows:

April 4, 2021 December 31, 2020
Marketable equity securities 23 19
Non-marketable equity securities 24 40
Equity-accounted investments 67 61
114 120


	October 3, 2021	December 31, 2020
Marketable equity securities	21	19
Non-marketable equity securities	23	40
Equity-accounted investments	74	61
	118	120

The total carrying value of investments in equity-accounted investees is summarized as follows:


		April 4, 2021			December 31, 2020				October 3, 2021			December 31, 2020
		Shareholding %		Amount	Shareholding %		Amount		Shareholding %		Amount	Shareholding %		Amount
Wise Road Industry Investment Fund I, L.P.	Wise Road Industry Investment Fund I, L.P.	10.17	%	31	10.17	%	29	Wise Road Industry Investment Fund I, L.P.	9.66	%	37	10.17	%	29
Others	Others	0		36	0		32	Others	—		37	—		32
				67			61				74			61

Results related to equity-accounted investees at the end of each period were as follows:


		For the three months ended			For the three months ended		For the nine months ended
		April 4, 2021	March 29, 2020		October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020
Company’s share in income (loss)	Company’s share in income (loss)	(1)	(1)	Company’s share in income (loss)	4	(1)	1	(3)
Other results	Other results	0	0	Other results	(1)	—	(1)	—
		(1)	(1)		3	(1)	—	(3)

Other current liabilities

Other current liabilities at October 3, 2021 and December 31, 2020 consisted of the following:


	October 3, 2021	December 31, 2020
Accrued compensation and benefits	516	286
Income taxes payable	82	140
Dividend payable	150	105
Other	521	435
	1,269	966

Accumulated other comprehensive income (loss)

Total comprehensive income (loss) represents net income (loss) plus the results of certain equity changes not reflected in the condensed consolidated statements of operations. The after-tax components of accumulated other comprehensive income (loss) and their corresponding changes are shown below:


		Currency translation differences	Change in fair value cash flow hedges	Net actuarial gain/(losses)	Accumulated Other Comprehensive Income (loss)		Currency translation differences	Change in fair value cash flow hedges	Net actuarial gain/(losses)	Accumulated Other Comprehensive Income (loss)
As of December 31, 2020	As of December 31, 2020	281	11	(175)	117	As of December 31, 2020	281	11	(175)	117
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(42)	(11)	0	(53)	Other comprehensive income (loss) before reclassifications	(56)	(13)	—	(69)
Amounts reclassified out of accumulated other comprehensive income (loss)	Amounts reclassified out of accumulated other comprehensive income (loss)	0	(8)	0	(8)	Amounts reclassified out of accumulated other comprehensive income (loss)	—	(9)	—	(9)
Tax effects	Tax effects	0	5	0	5	Tax effects	—	6	—	6
Other comprehensive income (loss)	Other comprehensive income (loss)	(42)	(14)	0	(56)	Other comprehensive income (loss)	(56)	(16)	—	(72)
As of April 4, 2021		239	(3)	(175)	61
As of October 3, 2021						As of October 3, 2021	225	(5)	(175)	45

Cash dividends

The following dividends were declared during the first three quarters of 2021 and 2020 under NXP’s quarterly dividend program:

Fiscal year 2021 Fiscal year 2020
Dividend per share Amount Dividend per share Amount
First quarter 0.5625 155 0.375 105


	Fiscal year 2021		Fiscal year 2020
	Dividend per share	Amount	Dividend per share	Amount
First quarter	0.5625	155	0.375	105
Second quarter	0.5625	152	0.375	105
Third quarter	0.5625	150	0.375	105

	1.6875	457	1.125	315

The dividend declared in the ~~first~~third quarter (not yet paid) is classified in the condensed consolidated balance sheet in other current liabilities as of ~~April 4,~~October 3, 2021 and was subsequently paid on ~~April 5,~~October 6, 2021.

5 Restructuring

At each reporting date, we evaluate our restructuring liabilities, which consist primarily of termination benefits, to ensure that our accruals are still appropriate.

The following table presents the changes in restructuring liabilities in 2021:

As of January 1, 2021 Additions Utilized Released Other
changes As of April 4, 2021
Restructuring liabilities 74 0 (17) 0 (1) 56


	As of January 1, 2021	Additions	Utilized	Released	Other changes	As of October 3, 2021
Restructuring liabilities	74	1	(32)	—	—	43

~~There were 0~~The restructuring charges consist of personnel lay-off costs of $1 million restructuring costs incurred for the ~~three~~nine month period ended ~~April 4,~~October 3, 2021 ~~(March 29,~~(September 27, 2020: $1140 million).

These restructuring charges recorded in operating income, for the ~~prior period~~periods indicated, are included in the following line items in the statement of operations:


									~~For the three months ended~~
									~~March 29, 2020~~
~~Cost of revenue~~									3
~~Research and development~~									4
~~Selling, general and administrative~~									4

~~Net restructuring charges~~									11


	For the three months ended		For the nine months ended
	October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020
Cost of revenue	—	12	—	15
Research and development	—	7	1	17
Selling, general and administrative	—	2	—	8

Net restructuring charges	—	21	1	40

6 Income Taxes

Benefit/provision for income taxes:


		For the three months ended				For the three months ended				For the nine months ended
		April 4, 2021		March 29, 2020				October 3, 2021		September 27, 2020		October 3, 2021		September 27, 2020
Tax expense (benefit)	Tax expense (benefit)	40		2			Tax expense (benefit)	95		(57)		200		(88)
Effective tax rate	Effective tax rate	9.9	%	20.0	%		Effective tax rate	15.4	%	77.0	%	13.4	%	27.1	%

Our effective tax rate reflects the impact of tax incentives, non-deductible expenses, change in valuation allowance, a portion of our earnings being taxed in foreign jurisdictions at rates different than the Netherlands statutory tax rate and the relative mix ofprovision for income ~~and losses across those jurisdictions. Our effective tax rate~~taxes for the first ~~three~~nine months of 2021 was ~~9.9%~~$200 million (13.4% effective tax rate) compared to ~~20.0%~~a benefit from income taxes of ($88 million) (27.1% effective tax rate) for the first ~~three~~nine months of 2020. The ~~movement~~increase in ~~our effective~~the income tax ~~rate relates mainly~~expense was due to ~~tax benefits as a result of changes~~higher income before income taxes, offset by the net change in ~~estimates ($16 million)~~the valuation allowance between the two periods and an increase in tax incentives ~~in various tax jurisdictions~~(both as a result of the improved ~~business~~operational performance ~~compared to the prior year quarter ($10 million). In the first quarter of 2020 there was a non-deductible goodwill charge related to the divestiture~~ of the ~~VAS business ($10 million)~~company).

The Company benefits from income tax incentives in certain jurisdictions which provide that we pay reduced income taxes in those jurisdictions for a fixed period of time that varies depending on the jurisdiction. The predominant income tax holiday is expected to expire at the end of 2026. The impact of this tax holiday decreased foreign income taxes for the ~~first~~third quarter of 2021 by $4$3 million and decreased by $3$2 million for the ~~first~~third quarter ~~2020.~~2020 (YTD 2021: a decrease of $10 million and YTD 2020: a decrease of $7 million). The benefit of this tax holiday on net income per share (diluted) was $0.01 for the ~~first~~third quarter of 2021 (YTD 2021: $0.04) and $0.01 for the ~~first~~third quarter of ~~2020.~~2020 (YTD 2020: $0.03).

7 Identified Intangible Assets

Identified intangible assets as of ~~April 4,~~October 3, 2021 and December 31, 2020, respectively, were composed of the following:


		April 4, 2021		December 31, 2020			October 3, 2021		December 31, 2020
		Gross carrying amount	Accumulated amortization	Gross carrying amount	Accumulated amortization		Gross carrying amount	Accumulated amortization	Gross carrying amount	Accumulated amortization
In-process R&D (IPR&D) 1)	In-process R&D (IPR&D) 1)	111	—	147	—	In-process R&D (IPR&D) 1)	111	—	147	—
Marketing-related	Marketing-related	81	(81)	81	(81)	Marketing-related	81	(81)	81	(81)
Customer-related	Customer-related	911	(348)	957	(381)	Customer-related	910	(371)	957	(381)
Technology-based	Technology-based	8,072	(6,689)	8,064	(6,545)	Technology-based	8,080	(6,989)	8,064	(6,545)
Identified intangible assets	Identified intangible assets	9,175	(7,118)	9,249	(7,007)	Identified intangible assets	9,182	(7,441)	9,249	(7,007)

(1) IPR&D is not subject to amortization until completion or abandonment of the associated research and development effort.	(1) IPR&D is not subject to amortization until completion or abandonment of the associated research and development effort.					(1) IPR&D is not subject to amortization until completion or abandonment of the associated research and development effort.

The estimated amortization expense for these identified intangible assets for each of the five succeeding years is:


2021 (remaining)	2021 (remaining)	506	2021 (remaining)	166
2022	2022	575	2022	579
2023	2023	341	2023	343
2024	2024	150	2024	156
2025	2025	99	2025	102
Thereafter	Thereafter	386	Thereafter	395

All intangible assets, excluding IPR&D and goodwill, are subject to amortization and have no assumed residual value.

The expected weighted average remaining life of identified intangibles is 4 years as of ~~April 4,~~October 3, 2021 (December 31, 2020: 4 years).

8 Debt

The following table summarizes the outstanding debt as of ~~April 4,~~October 3, 2021 and December 31, 2020:


			April 4, 2021		December 31, 2020				October 3, 2021		December 31, 2020
		Maturities	Amount	Effective rate	Amount	Effective rate		Maturities	Amount	Effective rate	Amount	Effective rate
Fixed-rate 3.875% senior unsecured notes	Fixed-rate 3.875% senior unsecured notes	Sep, 2022	1,000	3.875	1,000	3.875	Fixed-rate 3.875% senior unsecured notes	Sep, 2022	1,000	3.875	1,000	3.875
Fixed-rate 4.625% senior unsecured notes	Fixed-rate 4.625% senior unsecured notes	Jun, 2023	900	4.625	900	4.625	Fixed-rate 4.625% senior unsecured notes	Jun, 2023	900	4.625	900	4.625
Fixed-rate 4.875% senior unsecured notes	Fixed-rate 4.875% senior unsecured notes	Mar, 2024	1,000	4.875	1,000	4.875	Fixed-rate 4.875% senior unsecured notes	Mar, 2024	1,000	4.875	1,000	4.875
Fixed-rate 2.7% senior unsecured notes	Fixed-rate 2.7% senior unsecured notes	May, 2025	500	2.700	500	2.700	Fixed-rate 2.7% senior unsecured notes	May, 2025	500	2.700	500	2.700
Fixed-rate 5.35% senior unsecured notes	Fixed-rate 5.35% senior unsecured notes	Mar, 2026	500	5.350	500	5.350	Fixed-rate 5.35% senior unsecured notes	Mar, 2026	500	5.350	500	5.350
Fixed-rate 3.875% senior unsecured notes	Fixed-rate 3.875% senior unsecured notes	Jun, 2026	750	3.875	750	3.875	Fixed-rate 3.875% senior unsecured notes	Jun, 2026	750	3.875	750	3.875
Fixed-rate 3.15% senior unsecured notes	Fixed-rate 3.15% senior unsecured notes	May, 2027	500	3.150	500	3.150	Fixed-rate 3.15% senior unsecured notes	May, 2027	500	3.150	500	3.150
Fixed-rate 5.55% senior unsecured notes	Fixed-rate 5.55% senior unsecured notes	Dec, 2028	500	5.550	500	5.550	Fixed-rate 5.55% senior unsecured notes	Dec, 2028	500	5.550	500	5.550
Fixed-rate 4.3% senior unsecured notes	Fixed-rate 4.3% senior unsecured notes	Jun, 2029	1,000	4.300	1,000	4.300	Fixed-rate 4.3% senior unsecured notes	Jun, 2029	1,000	4.300	1,000	4.300
Fixed-rate 3.4% senior unsecured notes	Fixed-rate 3.4% senior unsecured notes	May, 2030	1,000	3.400	1,000	3.400	Fixed-rate 3.4% senior unsecured notes	May, 2030	1,000	3.400	1,000	3.400
Fixed-rate 2.5% senior unsecured notes							Fixed-rate 2.5% senior unsecured notes	May, 2031	1,000	2.500	—	—
Fixed-rate 3.25% senior unsecured notes							Fixed-rate 3.25% senior unsecured notes	May, 2041	1,000	3.250	—	—
Floating-rate revolving credit facility (RCF)	Floating-rate revolving credit facility (RCF)	Jun, 2024	0	0	0	0	Floating-rate revolving credit facility (RCF)	Jun, 2024	—	—	—	—
Total principal	Total principal		7,650		7,650		Total principal		9,650		7,650

Unamortized discounts, premiums and debt issuance costs	Unamortized discounts, premiums and debt issuance costs		(39)		(41)		Unamortized discounts, premiums and debt issuance costs		(57)		(41)
Total debt, including unamortized discounts, premiums, debt issuance costs and fair value adjustments	Total debt, including unamortized discounts, premiums, debt issuance costs and fair value adjustments		7,611		7,609		Total debt, including unamortized discounts, premiums, debt issuance costs and fair value adjustments		9,593		7,609
Current portion of long-term debt	Current portion of long-term debt		0		0		Current portion of long-term debt		999		—
Long-term debt	Long-term debt		7,611		7,609		Long-term debt		8,594		7,609

9 Related-Party Transactions

The Company's related parties are the members of the board of directors of NXP Semiconductors N.V., the members of the management team of NXP Semiconductors N.V. and equity-accounted investees.

The following table presents the amounts related to revenue and other income and purchase of goods and services incurred in transactions with these related parties:


		For the three months ended		For the three months ended			For the nine months ended
		April 4, 2021	March 29, 2020			October 3, 2021	September 27, 2020	October 3, 2021	September 27, 2020
Revenue and other income	Revenue and other income	2	18		Revenue and other income	2	16	6	52
Purchase of goods and services	Purchase of goods and services	1	12		Purchase of goods and services	1	9	3	35

The following table presents the amounts related to receivable and payable balances with these related parties:


		April 4, 2021	December 31, 2020		October 3, 2021	December 31, 2020
Receivables	Receivables	1	3	Receivables	2	3
Payables	Payables	7	7	Payables	3	7

10 Fair Value Measurements

The following table summarizes the estimated fair value of our financial instruments which are measured at fair value on a recurring basis:


			Estimated fair value				Estimated fair value
		Fair value hierarchy	April 4, 2021	December 31, 2020		Fair value hierarchy	October 3, 2021	December 31, 2020
Assets:	Assets:				Assets:
Money market funds	Money market funds	1	814	1,469	Money market funds	1	1,520	1,469
Marketable equity securities	Marketable equity securities	1	23	19	Marketable equity securities	1	21	19
Derivative instruments-assets	Derivative instruments-assets	2	3	18	Derivative instruments-assets	2	1	18

Liabilities:	Liabilities:				Liabilities:

Derivative instruments-liabilities	Derivative instruments-liabilities	2	(9)	0	Derivative instruments-liabilities	2	(13)	—

The following methods and assumptions were used to estimate the fair value of financial instruments:

Assets and liabilities measured at fair value on a recurring basis

Investments in money market funds (as part of our cash and cash equivalents) and marketable equity securities (as part of other non-current assets) have fair value measurements which are all based on quoted prices in active markets for identical assets or liabilities. For derivatives (as part of other current assets or accrued liabilities) the fair value is based upon significant other observable inputs depending on the nature of the derivative.

Assets and liabilities recorded at fair value on a non-recurring basis

We measure and record our non-marketable equity securities, equity method investments and non-financial assets, such as intangible assets and property, plant and equipment, at fair value when an impairment charge is required.

Assets and liabilities not recorded at fair value on a recurring basis

Financial instruments not recorded at fair value on a recurring basis include non-marketable equity securities and equity method investments that have not been remeasured or impaired in the current period and debt.

As of ~~April 4,~~October 3, 2021, the estimated fair value of debt, including the current portion, was ~~$8.4~~$10.4 billion ($8.6 billion as of December 31, 2020). The fair value is estimated on the basis of broker-dealer quotes, which are Level 2 inputs. Accrued interest is included under accrued liabilities and not within the carrying amount or estimated fair value of debt.

11 Commitments and Contingencies

Purchase Commitments

The Company maintains purchase commitments with certain suppliers, primarily for raw materials, semi-finished goods and manufacturing services and for some non-production items. Purchase commitments for inventory materials are generally restricted to a forecasted time-horizon as mutually agreed upon between the parties. This forecasted time-horizon can vary for different suppliers. As of ~~April 4,~~October 3, 2021, the Company had purchase commitments of ~~$1,048~~$4,364 million, which are due through 2044. Our long-term obligations increased substantially year to date as we locked in long-term supply with our key manufacturing partners.

Litigation

We are regularly involved as plaintiffs or defendants in claims and litigation relating to a variety of matters such as contractual disputes, personal injury claims, employee grievances and intellectual property litigation. In addition, our acquisitions, divestments and financial transactions sometimes result in, or are followed by, claims or litigation. Some of these claims may possibly be recovered from insurance reimbursements. Although the ultimate disposition of asserted claims cannot be predicted with certainty, it is our belief that the outcome of any such claims, either individually or on a combined basis, will not have a material adverse effect on our consolidated financial position. However, such outcomes may be material to our condensed consolidated statement of operations for a particular period. The Company records an accrual for any claim that arises whenever it considers that it is probable that it is exposed to a loss contingency and the amount of the loss contingency can be reasonably estimated. The Company does not record a gain contingency until the period in which all contingencies are resolved and the gain is realized or realizable. Legal fees are expensed when incurred.

Based on the most current information available to it and based on its best estimate, the Company also reevaluates at least on a quarterly basis the claims that have arisen to determine whether any new accruals need to be made or whether any accruals made need to be adjusted. Based on the procedures described above, the Company has an aggregate amount of ~~$17~~$20 million accrued for potential and current legal proceedings pending as of ~~April 4,~~October 3, 2021, compared to $17 million accrued at December 31, 2020. The accruals are included in “Other current liabilities” and “Other non-current liabilities”. As of ~~April 4,~~October 3, 2021, the Company’s related balance of insurance reimbursements was $8 million (December 31, 2020: $8 million) and is included in “Other current assets” and “Other non-current assets”.

The Company also estimates the aggregate range of reasonably possible losses in excess of the amount accrued based on currently available information for those cases for which such estimate can be made. The estimated aggregate range requires significant judgment, given the varying stages of the proceedings (including the fact that many of them are currently in preliminary stages), the existence of multiple defendants (including the Company) in such claims whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the claims, and the attendant uncertainty of the various potential outcomes of such claims. Accordingly, the Company’s estimate will change from time to time, and actual losses may be more than the current estimate. As at ~~April 4,~~October 3, 2021, the Company believes that for all litigation pending its potential aggregate exposure to loss in excess of the amount accrued (without reduction for any amounts that may possibly be recovered under insurance programs) could range between $0 and ~~$23~~$20 million. Based upon our past experience with these matters, the Company would expect to receive insurance reimbursement on certain of these claims that would offset the potential maximum exposure of up to $15 million.

In addition, the Company is currently assisting Motorola in the defense of personal injury lawsuits due to indemnity obligations included in the agreement that separated Freescale from Motorola in 2004. The multi-plaintiff Motorola lawsuits are pending in Cook County, Illinois. These claims allege a link between working in semiconductor manufacturing clean room facilities and birth defects in 18 individuals. The Motorola suits allege exposures between 1981 and 2005. Each claim seeks an unspecified amount of damages for the alleged injuries; however, legal counsel representing the plaintiffs has indicated they will seek substantial compensatory and punitive damages from Motorola for the entire inventory of claims which, if proven and recovered, the Company considers to be material. In the Motorola suits, a portion of any indemnity due to Motorola will be reimbursed to NXP if Motorola receives an indemnification payment from its insurance coverage. Motorola has potential insurance coverage for many of the years indicated above, but with differing types and levels of coverage, self-insurance retention amounts and deductibles. We are in discussions with Motorola and their insurers regarding the availability of applicable insurance coverage for each of the individual cases. Motorola and NXP have denied liability for these alleged injuries based on numerous defenses.

Loss recovery

In February 2021, NXP’s two wafer manufacturing facilities in Austin, Texas were negatively impacted by unusually severe winter weather conditions that corresponded with a widespread disruption of gas, electricity, and water. The Company has insurance coverage for the repair or replacement of assets that suffered damage or loss and business interruption coverage, including lost profits, and the reimbursement of other expenses and costs that have been incurred relating to the damages and losses suffered.

For the three months ended October 3, 2021, the Company recognized $59 million in insurance proceeds directly offsetting the loss from operations that were incurred in the period. The Company continues to work closely with its insurance carriers and claims adjusters to ascertain the full amount of insurance recoveries due as a result of the damage and loss.

1315

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This interim Management’s Discussion and Analysis ("MD&A") should be read in conjunction with our consolidated financial statements and notes and the MD&A in our Annual Report on Form 10-K for the year ended December 31, 2020. This discussion contains forward-looking statements that involve a number of risks and uncertainties, including any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events or circumstances, including our response to the current global pandemic and the potential impact the pandemic will have on our operations, liquidity, customers, facilities and supply chain. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing, and in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K. Our actual results may differ materially from those contained in any forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect subsequent events or circumstances.

Our MD&A is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. MD&A is organized as follows:

•Overview - Overall analysis of financial and other highlights to provide context for the MD&A

•Results of Operations - An analysis of our financial results

•Liquidity and Capital Resources - An analysis of changes in our balance sheets and cash flows

•Contractual Obligations - An update on contractual obligations as of December 31, 2020

•Off-balance Sheet Arrangements - An update on off-balance sheet arrangements as of December 31, 2020

Overview


($ in millions, unless otherwise stated)	($ in millions, unless otherwise stated)	Q1 2021	Q1 2020	($ in millions, unless otherwise stated)	Q3 2021	Q3 2020	YTD 2021	YTD 2020

Revenue	Revenue	2,567	2,021	Revenue	2,861	2,267	8,024	6,105
Gross profit	Gross profit	1,355	997	Gross profit	1,583	1,090	4,360	2,947
Operating income (loss)	Operating income (loss)	492	68	Operating income (loss)	711	32	1,776	(45)
Cash flow from operating activities	Cash flow from operating activities	732	512	Cash flow from operating activities	924	527	2,292	1,453
Total debt	Total debt	7,611	7,366	Total debt	9,593	9,356	9,593	9,356
Net debt	Net debt	5,769	6,287	Net debt	7,290	5,790	7,290	5,790
Diluted weighted average number of shares outstanding	Diluted weighted average number of shares outstanding	283,263	279,933	Diluted weighted average number of shares outstanding	271,359	279,467	277,886	279,511
Diluted net income per share	Diluted net income per share	1.25	(0.08)	Diluted net income per share	1.91	(0.08)	4.57	(0.92)
Dividends per common share	Dividends per common share	0.5625	0.375	Dividends per common share	0.5625	0.375	1.6875	1.125

Q1Q3 2021 compared to Q1Q3 2020

Revenue for the three months ended ~~April 4,~~October 3, 2021 was ~~$2,567~~$2,861 million compared to ~~$2,021~~$2,267 million for the three months ended ~~March 29,~~September 27, 2020, an increase of ~~$546~~$594 million or an increase of ~~27%~~26.2% year-on-year. Revenue in the ~~first~~third quarter of 2021 represented a historical record for NXP, which ~~was~~is consistent with the ~~result~~trend seen in the second quarter of 2021. The continued strong revenue growth ~~within~~is primarily due to industry-wide growth in our ~~key strategic markets. NXP’s revenue~~end-markets as they continue to ~~distributors~~rebound from the initial shock and ~~direct OEM and EMS partners was $1,468 million and $1,064 million, respectively, representing increases~~widespread market disruption caused by the emergence of ~~49.2% and 6% versus~~the COVID-19 pandemic in the first ~~quarter~~half of 2020. ~~Revenue~~Growth within the automotive end-market was driven by increased demand across ~~all regions, though most notably~~our entire automotive portfolio from our distribution partners and demand from automotive customers to support the secular shift of electrification, advanced driver safety and assistance, and driver connectivity systems. This growth in ~~Greater China~~the automotive end-market and ~~Asia Pacific.~~strong demand in the Industrial & IoT end-market helped to drive the increased year-on-year performance.

Our gross profit percentage for the ~~first~~third quarter of 2021 increased from ~~49.3%~~48.1% in the ~~first~~third quarter of 2020 to ~~52.8%~~55.3%, primarily ~~due to~~from the continued significant acceleration of revenue in the ~~first~~third quarter of 2021 compared to the same period in 2020, which led to improved loading, cost reductions and ~~efficiencies.~~efficiencies, partly offset by higher personnel-related costs.

We continue to generate strong operating cash flows, with ~~$732~~$924 million in cash flows from operations for the ~~first~~third quarter of 2021. We returned ~~$1,010~~$1,309 million to our shareholders during the ~~first~~third quarter of 2021. Our cash position at the end of the ~~first~~third quarter of 2021 was ~~$1,842~~$2,303 million. On ~~March 4,~~August 26, 2021, the NXP Board of Directors approved ~~an increase in the~~a cash dividend toof $0.5625 per common share for the ~~first~~third quarter of 2021.

~~In summary, demand~~YTD 2021 compared to YTD 2020

Revenue for the nine months ended October 3, 2021 was $8,024 million compared to $6,105 million for the nine months ended September 27, 2020, an increase of $1,919 million or an increase of 31.4%. Revenue in the first nine months of 2021 represented a historical record for NXP. The YTD 2021 growth compared to YTD 2020 was a result of the industry-wide growth after the initial shock and widespread disruption caused by the emergence of the COVID-19 pandemic, combined with company specific content growth in the automotive end-market as the automotive customers focus on secular shift due electrification, advanced driver safety and assistance, and driver connectivity. Additionally, strong performance in the Industrial & IoT and Mobile end-markets helped to underpin the year-on-year performance. The rebound in NXP’s revenue growth began to clearly emerge at the end of the calendar third quarter of 2020, and has ~~come back more rapidly than we expected and our focus remains on looking after our customers~~continued to ~~ensure we ship as much product to them as possible.~~accelerate through the third quarter of 2021.

1416

Our gross profit percentage for the nine months ended October 3, 2021 increased from 48.3% for the nine months ended September 27, 2020 to 54.3%, primarily from the significant acceleration of revenue in 2021 after the Covid crisis, and as such, improved loading and manufacturing efficiencies offset by higher personnel-related cost and a less favorable product mix.

Cash flow from operations for the first nine months of 2021 was $2,292 million. Total shareholder return for the first nine months of 2021 was $3,677 million. Our cash position remains solid, with the net proceeds of the $2 billion in Q2 2021 issued debt adding to our cash and cash equivalents.

Results of operations

The following table presents operating income for each of the three and nine month periods ended ~~April 4,~~October 3, 2021 and ~~March 29,~~September 27, 2020, respectively:


($ in millions, unless otherwise stated)	($ in millions, unless otherwise stated)	Q1 2021	Q1 2020	($ in millions, unless otherwise stated)	Q3 2021	Q3 2020	YTD 2021	YTD 2020

Revenue	Revenue	2,567	2,021	Revenue	2,861	2,267	8,024	6,105
% nominal growth	% nominal growth	27.0	(3.5)	% nominal growth	26.2	0.1	31.4	(7.2)
Gross profit	Gross profit	1,355	997	Gross profit	1,583	1,090	4,360	2,947
Research and development	Research and development	(461)	(425)	Research and development	(492)	(438)	(1,429)	(1,265)
Selling, general and administrative	Selling, general and administrative	(222)	(233)	Selling, general and administrative	(243)	(203)	(699)	(658)
Amortization of acquisition-related intangible assets	Amortization of acquisition-related intangible assets	(180)	(381)	Amortization of acquisition-related intangible assets	(137)	(418)	(456)	(1,179)
Other income (expense)	Other income (expense)	—	110	Other income (expense)	—	1	—	110
Operating income (loss)	Operating income (loss)	492	68	Operating income (loss)	711	32	1,776	(45)

Revenue

Q1Q3 2021 compared to Q1Q3 2020

By end-market; revenue within Automotive was $1,455 million, an increase of 50.9% versus the year ago period. Within Industrial & IoT, revenue was $607 million, an increase of 18.1% versus the third quarter of 2020. In Mobile, revenue was $345 million, an increase of 2.4% versus the year ago period, and within Communications Infrastructure & Other, revenue was $454 million, an increase of 0.4% versus the year ago period. When aggregating all end-markets together, and reviewing sales channel performance, business transacted through NXP's third party distribution partners, which primarily services the long-tail, mass market, was $1,631 million, an increase of 31.2%. Sales to NXP's direct OEM and EMS customers was $1,191 million, an increase of 21.2% versus the third quarter of 2020. Revenue increased across all regions.

YTD 2021 compared to YTD 2020

Revenue for the nine months ended October 3, 2021 was $8,024 million compared to $6,105 million for the nine months ended September 27, 2020, an increase of $1,919 million or an increase of 31.4%. Revenue in the first nine months of 2021 represented a historical record for NXP. The YTD 2021 growth compared to YTD 2020 was a result of the industry-wide growth from the continued demand in a supply constrained economic environment in 2021, while 2020 was negatively impacted by the challenging economic environment as a result of the COVID-19 pandemic. This combined with company specific content growth in the automotive end-market as the automotive customers focus on secular shift due electrification, advanced driver safety and assistance, and driver connectivity, and strong demand in the Industrial & IoT and Mobile markets helped to drive the growth in the year to date performance. The rebound in NXP’s revenue growth began to clearly emerge at the end of the calendar third quarter of 2020, and has continued to accelerate through the third quarter of 2021. Revenue increased in all regions.

Revenue by end-market was as follows:


($ in millions, unless otherwise stated)	($ in millions, unless otherwise stated)	Q1 2021	Q1 2020	Change		($ in millions, unless otherwise stated)	Q3 2021	Q3 2020	Change		YTD 2021	YTD 2020	Change
Automotive	Automotive	1,229	994	23.6	%	Automotive	1,455	964	50.9	%	3,946	2,632	49.9	%
Industrial & IoT	Industrial & IoT	571	376	51.9	%	Industrial & IoT	607	514	18.1	%	1,749	1,325	32.0	%
Mobile	Mobile	346	247	40.1	%	Mobile	345	337	2.4	%	1,038	839	23.7	%
Communication Infrastructure & Other	Communication Infrastructure & Other	421	404	4.2	%	Communication Infrastructure & Other	454	452	0.4	%	1,291	1,309	(1.4)	%
Revenue	Revenue	2,567	2,021	27.0	%	Revenue	2,861	2,267	26.2	%	8,024	6,105	31.4	%

Revenue by sales channel was as follows:


($ in millions, unless otherwise stated)	($ in millions, unless otherwise stated)	Q1 2021	Q1 2020	Change		($ in millions, unless otherwise stated)	Q3 2021	Q3 2020	Change		YTD 2021	YTD 2020	Change
Distributors	Distributors	1,468	984	49.2	%	Distributors	1,631	1,243	31.2	%	4,617	3,286	40.5	%
OEM/EMS	OEM/EMS	1,064	1,000	6.4	%	OEM/EMS	1,191	983	21.2	%	3,295	2,695	22.3	%
Other	Other	35	37	(5.4)	%	Other	39	41	(4.9)	%	112	124	(9.7)	%
Revenue	Revenue	2,567	2,021	27.0	%	Revenue	2,861	2,267	26.2	%	8,024	6,105	31.4	%

Revenue by geographic region, which is based on the customer’s shipped-to location was as follows:


($ in millions, unless otherwise stated)	($ in millions, unless otherwise stated)	Q1 2021	Q1 2020	Change		($ in millions, unless otherwise stated)	Q3 2021	Q3 2020	Change		YTD 2021	YTD 2020	Change
Greater China and Asia Pacific	Greater China and Asia Pacific	1,482	1,068	38.8	%	Greater China and Asia Pacific	1,653	1,404	17.7	%	4,638	3,637	27.5	%
EMEA (Europe, the Middle East and Africa)	EMEA (Europe, the Middle East and Africa)	467	441	5.9	%	EMEA (Europe, the Middle East and Africa)	536	383	39.9	%	1,464	1,089	34.4	%
Americas	Americas	321	254	26.4	%	Americas	346	264	31.1	%	1,003	685	46.4	%
Japan	Japan	189	170	11.2	%	Japan	210	142	47.9	%	587	458	28.2	%
South Korea	South Korea	108	88	22.7	%	South Korea	116	74	56.8	%	332	236	40.7	%
Revenue	Revenue	2,567	2,021	27.0	%	Revenue	2,861	2,267	26.2	%	8,024	6,105	31.4	%

Automotive

Mobile

~~Distributors~~

~~Other~~

Industrial IoT

Comm Infra & Other

Distributors

Other

OEM/EMS

Q1Q3 2021 compared to Q1Q3 2020

Revenue infor the ~~first~~three months ended October 3, 2021 was $2,861 million compared to $2,267 millionfor the three months ended September 27, 2020, an increase of $594 million or an increase of 26.2% year-on-year. The increase within the third quarter ~~represented a historical record for NXP, which was~~is attributed to the ~~result of strong growth within our key strategic markets. The return to year-on-year growth was also a result of industry-wide growth after~~continued recovery from the ~~widespread market disruption caused by the emergence of the COVID-19~~Covid pandemic in the same period a year ago ~~period, combined with surging~~and strengthening demand, ~~for a wide variety of technology products which enabled work-from-home capabilities. The rebound~~across NXP’s Automotive, Industrial IoT, and Mobile end-markets, while the demand in ~~NXP’s revenue growth began to clearly emerge at the end of the third quarter of 2020, and has continued to accelerate through the first quarter of 2021.~~

By end-market, revenue within the Automotive market was $1,229 million, an increase of 24% versus the year ago period. Within the Industrial & IoT end market was $571 million, an increase of 52% versus the first quarter of 2020. In the Mobile end-market revenue was $346 million, an increase of 40% versus the year ago period, and within the Communications Infrastructure & Other end-market ~~revenue was $421 million, an increase of 4% versus the year ago period.~~stayed flat.

~~When aggregating all end-markets together,~~NXP’s revenue to distributors and reviewing sales channel performance, business transacted through our third party distribution partners, which primarily services the long-tail, mass market, was $1,468 million, an increase of 49%, and represented the clear majority of the year-on-year revenue increase, while business to our direct OEM and EMS ~~partners~~customers was ~~$1,064~~$1,631 million ~~an increase~~and $1,191 million, respectively, representing increases of 6%31.2% and 21.2% versus the ~~first~~third quarter of 2020.

~~From a geographic perspective, revenue~~ Revenue increased across all ~~regions, though most notably in Greater China and Asia Pacific, which was driven by demand in the mass markets.~~regions.

Revenue from the Automotive end-market was ~~$1,229~~$1,455 million, an increase of ~~$235~~$491 million or ~~24%~~50.9% year-on-year. Within ~~the~~ Automotive, ~~end- market, OEMs~~customers are focused on the key functional pillars of safety, electrification and improved driver comfort to accelerate competitive differentiation. These broad functional areas are fundamentally enabled by the secular adoption of new and increased levels of semiconductor content, which is layered on top of a strong base of existing electronic content in modern automobiles. ~~The~~Furthermore, the increase in Automotive revenue during the ~~first~~third quarter of 2021 can be partially attributed to the ongoing ~~rebound~~recovery from the impacts of the COVID-19 pandemic, which began to impact NXP in the year ago period. During the first quarter of 2020, automotive production and end consumer demand for new vehicles began to dramatically decelerate, reaching a cyclical trough in the second quarter of 2020. Beginning laterebound in the third quarter of 2020, as the global automotive OEM's and Tier-one suppliers began to re-open factories, NXP began to experience a faster than expected increase in demand for its automotive products. From a channel perspective, the year-on-year increase was primarily driven by demand from the company’s automotive customers which are serviced via its global distribution partners.2020.

Revenue from the Industrial & IoT end-market was ~~$571~~$607 million, an increase of ~~$195~~$93 million or ~~52%~~18.1% year-on-year. The Industrial & IoT ~~end-market~~market is driven by the secular trend of multi-market OEMs seeking to enable secure, connected, high performance processing solutions at the edge of the network, whether it is in factory automation, smart building/smart home or the exploding plethora of connected IoT devices. The innovation in this market is being driven by thousands of relatively smaller customers, which NXP effectively services through its extended global distribution channel. During the ~~first~~third quarter of 2021, the year-on-year increase was driven by the continued growth in demand of NXP’s high performance industrial application processors, hybrid multi-core crossover processors, and low-power embedded microcontrollers, in addition to strong ~~adoption of our newest cross-over~~demand for the company’s analog high-speed interface devices and ~~industrial edge processors, as well as adoption of complimentary analog and~~system security solutions. The year-on-year growth also benefited from the ramp of new WiFi connectivity solutions, which were acquired in the last month of 2019. Additionally in the year ago period, the greater China end-market experienced the societal lock-down impacts from the COVID-19 pandemic, which enabled a favorable year-on-year comparison to the results of the first quarter of 2020.

Revenue from the Mobile end-market was ~~$346~~$345 million with an increase of ~~$99~~$8 million or ~~40%~~2.4% year-on-year. The Mobile end-market opportunity for NXP is a result of consumers' demands to securely virtualize physical payment, access and localization capabilities into a mobile wallet within modern smartphones. The year-on-year increase was driven by ~~demand for stay at home needs,~~ the continued strong adoption of secure mobile wallet solutions and the increased demand for embedded power ~~solutions.~~solutions, which were offset by declines in our semi-custom secure interfaces sold to a premium handset customer. Our mobile customers are primarily serviced through our global distribution channels. ~~The year-on-year increase was offset by the divestment of the Voice and Audio Solutions, which closed early in the first quarter of 2020.~~

Revenue in the Communication Infrastructure and Other end-market was ~~$421~~$454 million, an increase of ~~$17~~$2 million or 4%0.4% year-on-year. The Communication Infrastructure and Other end-market is an amalgamation of three separate product portfolios, which service multiple markets, including cellular base ~~stations,~~stations; the network edge equipment, and the secure access, transit and government sponsored identification market. The increased demand for our secure identification, tagging, and access products, as well as access point connectivity solutions outweighed the year-on-year decline in demand for multi-core processors within the mass market for network edge solutions, as well as reduced revenue for smart RF antenna solutions within our cellular base station portfolio.

YTD 2021 compared to YTD 2020

Revenue for the nine months ended October 3, 2021 was $8,024 million compared to $6,105 for the nine months ended September 27, 2020, an increase of $1,919 million or an increase of 31.4%. The revenue level in the first nine months of 2021 represented a historical record for NXP. The YTD 2021 growth compared to YTD 2020 was a result of the industry-wide growth resulting from the continued demand in a supply constraint driven economic environment in 2021, while 2020 was negatively impacted by the challenging economic environment as a

result of the COVID-19 pandemic. This combined with company specific content growth in the automotive end-market as the automotive customers focus on secular shift due electrification, advanced driver safety and assistance, and driver connectivity, and strong demand in the Industrial & IoT and Mobile markets helped to drive the growth in the year-to-date performance, while Communications Infrastructure & Other remained flat. The rebound in NXP’s revenue growth began to clearly emerge at the end of the calendar third quarter of 2020 and has continued to accelerate through the third quarter of 2021.

NXP’s revenue to distributors and direct OEM and EMS customers was $4,617 million and $3,295 million, respectively, representing increases of 40.5% and 22.3% versus nine months ended of 2020. Revenue increased across all regions.

Revenue from the Automotive end-market was $3,946 million, an increase of $1,314 million or 49.9% from $2,632 million for the nine months ended September 27, 2020. The increase was due to increases across the entire automotive end-market product portfolio. From a channel perspective, the year-to-date increase was due to increased demand from the Company’s distribution partners and direct automotive customers.

Revenue from the Industrial & IoT end-market was $1,749 million for the nine months ended October 3, 2021, an increase of $424 million or 32.0%. The year-to-date- increase comparable to the nine months ended a year ago was driven by the continued strong adoption of NXP's high performance industrial application processors, hybrid multi-core crossover processors, and low-power embedded microcontrollers, and analog high-speed interface devices and system security solutions.

Revenue from the Mobile end-market, revenue was $1,038 million for the nine months ended October 3, 2021, an increase of $199 million or 23.7%. The YTD 2021 increase compared to the YTD 2020 was driven primarily by the continued adoption of secure mobile wallet solutions, and to a lesser degree increased demand for embedded mobile power solutions. The year-to-date increase comparison was modestly offset by the divestment of the Voice and Audio Solutions, which closed early in the first quarter of 2020. Our mobile customers are primarily serviced through our global distribution channels.

Revenue in the Communication Infrastructure and Other end-market was $1,291 million for the nine months ended October 3, 2021, declined $18 million or 1.4% year-to-date. The YTD 2021 decline compared to the YTD 2020 was due to a combination of ~~the early build-outs of 5G cellular networks, primarily in China, which created~~reduced demand for ~~our high-performance radio frequency (HPRF) power amplifier~~multi-core processors within the mass market for network edge solutions, as well as reduced revenue for smart antenna solutions. This was offset by increased demand for ~~multi-core network edge processors within the network edge equipment market. The increases were offset by a reduction in demand for~~our secure ~~transit~~identification, tagging, and ~~government sponsored identification solutions due to the impacts from the pandemic on travel and tourism.~~access products, as well as access point connectivity solutions.

Gross profit

Q1Q3 2021 compared to Q1Q3 2020

Gross profit for the three months ended ~~April 4,~~October 3, 2021 was ~~$1,355~~$1,583 million, or ~~52.8%~~55.3% of revenue, compared to ~~$997~~$1,090 million, or ~~49.3%~~48.1% of revenue for the three months ended ~~March 29,~~September 27, 2020. The increase of ~~$358~~$493 million was ~~essentially~~ driven by higher revenue as a result of accelerating demand and as such, improved loading ~~cost reductions~~and manufacturing efficiencies, partly offset by higher personnel-related costs, including variable compensation cost.

YTD 2021 compared to YTD 2020

Gross profit for the nine months ended October 3, 2021 was $4,360 million, or 54.3% of revenue, compared to $2,947 million, or 48.3% of revenue for the nine months ended September 27, 2020. The increase of $1,413 million was primarily driven by the significant higher revenue in the first nine months of 2021 compared to the first nine months of 2020 which is the result of accelerating demand and as such, improved loading and manufacturing efficiencies offset by higher personnel-related ~~costs,~~cost, including variable compensation cost, and a less favorable product mix.

Operating expenses

Q1Q3 2021 compared to Q1Q3 2020

Operating expenses for the three months ended ~~April 4,~~October 3, 2021 totaled ~~$863~~$872 million, or ~~33.6%~~30.5% of revenue, compared to ~~$1,039~~$1,059 million, or ~~51.4%~~46.7% of revenue, for the three months ended ~~March 29,~~September 27, 2020.

YTD 2021 compared to YTD 2020

Operating expenses for the nine months ended October 3, 2021 totaled $2,584 million, or 32.2% of revenue, compared to $3,102 million, or 50.8% of revenue, for the nine months ended September 27, 2020.

The following table below presents the composition of operating expenses by line item in the statement of operations:


($ in millions, unless otherwise stated)	($ in millions, unless otherwise stated)	Q1 2021	Q1 2020	($ in millions, unless otherwise stated)	Q3 2021	Q3 2020	YTD 2021	YTD 2020
Research and development	Research and development	461	425	Research and development	492	438	1,429	1,265
Selling, general and administrative	Selling, general and administrative	222	233	Selling, general and administrative	243	203	699	658
Amortization of acquisition-related intangible assets	Amortization of acquisition-related intangible assets	180	381	Amortization of acquisition-related intangible assets	137	418	456	1,179
Total operating expenses	Total operating expenses	863	1,039	Total operating expenses	872	1,059	2,584	3,102

R&D

SG&A

Amortization acquisition-related

Q1Q3 2021 compared to Q1Q3 2020

The decrease in operating expenses was a result of the following items:

Research and development (R&D) costs primarily consist of engineer salaries and wages (including share based compensation and other variable compensation), engineering related costs (including outside services, fixed-asset, IP and other licenses related costs), shared service center costs and other pre-production related expenses. R&D costs for the three months ended ~~April 4,~~October 3, 2021 increased by ~~$36~~$54 million, or ~~8.5%~~12.3%, when compared to the three months ended ~~March 29,~~September 27, 2020 driven by:

+ higher personnel-related costs, including variable compensation costs;

-~~higher subsidies, offsetting research~~ and ~~development costs;~~

- lower restructuring ~~costs; and~~

-~~lower travel expenses.~~costs.

Selling, general and administrative (SG&A) costs primarily consist of personnel salaries and wages (including share based compensation and other variable compensation), communication and IT related costs, fixed-asset related costs and sales and marketing costs (including travel expenses). SG&A costs for the three months ended ~~April 4,~~October 3, 2021 ~~decreased~~increased by ~~$11~~$40 million, or ~~4.7%~~19.7%, when compared to the three months ended ~~March 29,~~September 27, 2020 mainly due to:

+ higher personnel-related costs, including variable compensation costs.

Amortization of acquisition-related intangible assets decreased by $281 million, or 67.2%, when compared to the three months ended September 27, 2020 driven by:

- certain intangibles became fully amortized during 2020.

YTD 2021 compared to YTD 2020

The decrease in operating expenses was a result of the following items:

Research and development (R&D) costs primarily consist of engineer salaries and wages (including share based compensation and other variable compensation), engineering related costs (including outside services, fixed-asset, IP and other licenses related costs), shared service center costs and other pre-production related expenses. R&D costs for the nine months ended October 3, 2021 increased by $164 million, or 13.0%, when compared to the nine months ended September 27, 2020 driven by:

+ higher personnel-related costs, including variable compensation costs;

-higher subsidies, offsetting research and development costs; and

-lower restructuring costs.

Selling, general and administrative (SG&A) costs primarily consist of personnel salaries and wages (including share based compensation and other variable compensation), communication and IT related costs, fixed-asset related costs and sales and marketing costs (including travel expenses). SG&A costs for the nine months ended October 3, 2021 increased with $41 million, or 6.2%, when compared to the nine months ended September 27, 2020 mainly due to:

+ higher personnel-related costs, including variable compensation costs; and

- lower share-based compensation expenses as a result of the CEO transition in ~~2020;~~

- ~~lower travel expenses; and~~

+ ~~higher personnel-related costs, including variable compensation costs.~~2020.

Amortization of acquisition-related intangible assets decreased by ~~$201~~$723 million, or ~~52.8%~~61.3%, when compared to the ~~three~~nine months ended ~~March 29,~~September 27, 2020 driven by:

- certain intangibles became fully amortized during ~~2020; and~~

+ ~~an impairment charge as a result of the discontinuation of an IPR&D project.~~2020.

Other income (expense)

Income and expenses derived from manufacturing service arrangements (“MSA”) and transitional service arrangements (“TSA”) that are put into place when we divest a business or activity, are included in other income (expense). These arrangements are short-term in nature and are expected to decrease as the divested business or activity becomes more established.

The following table presents the split of other income (expense) for each of the three and nine month periods ended ~~April 4,~~October 3, 2021 and ~~March 29,~~September 27, 2020:


($ in millions)	($ in millions)	Q1 2021	Q1 2020	($ in millions)	Q3 2021	Q3 2020	YTD 2021	YTD 2020

Result from MSA and TSA arrangements	Result from MSA and TSA arrangements	(1)	—	Result from MSA and TSA arrangements	1	—	(1)	(1)
Other, net	Other, net	1	110	Other, net	(1)	1	1	111
Total	Total	—	110	Total	—	1	—	110

Q1Q3 2021 compared to Q1Q3 2020

Other income (expense) reflects nil for the three month period ended October 3, 2021 and an income of $1 million for the three month period ended September 27, 2020.

YTD 2021 compared to YTD 2020

Other income (expense) reflects nil for the nine month period ended October 3, 2021, compared to an income of $110 million for the nine month period ended September 27, 2020. Included in 2020 is $110 million relating to the net gain on the sale of the Voice and Audio Solutions (VAS) assets.

Financial income (expense)

The following table presents the details of financial income and expenses:


($ in millions, unless otherwise stated)	($ in millions, unless otherwise stated)	Q1 2021	Q1 2020	($ in millions, unless otherwise stated)	Q3 2021	Q3 2020	YTD 2021	YTD 2020

Interest income	Interest income	1	4	Interest income	1	3	3	11
Interest expense	Interest expense	(87)	(82)	Interest expense	(96)	(100)	(273)	(276)
Total interest expense, net	Total interest expense, net	(86)	(78)	Total interest expense, net	(95)	(97)	(270)	(265)
Foreign exchange rate results	Foreign exchange rate results	1	4	Foreign exchange rate results	3	(5)	3	(6)

Miscellaneous financing costs/income and other, net	Miscellaneous financing costs/income and other, net	(2)	(4)	Miscellaneous financing costs/income and other, net	(1)	(4)	(13)	(9)
Total other financial income (expense)	Total other financial income (expense)	(1)	—	Total other financial income (expense)	2	(9)	(10)	(15)
Total	Total	(87)	(78)	Total	(93)	(106)	(280)	(280)

Q3 2021 compared to Q1Q3 2020

Financial income (expense) was an expense of ~~$87~~$93 million in the ~~first~~third quarter of 2021 compared to an expense of ~~$78~~$106 million in the ~~first~~third quarter of 2020. The change in financial income (expense) is primarily attributable to ~~an increase~~fair value adjustments in equity-accounted investees ($3 million), a decrease in interest expense ($54 million) as a result of refinancing activities, ~~leading to higher debt issuance cost amortization,~~ a decrease in interest income ($32 million) as a result of declining interest rates and ~~unfavorable~~favorable foreign exchange results ($8 million).

YTD 2021 compared to YTD 2020

Financial income (expense) was an expense of $280 million in the first nine months of 2021 compared to an expense of $280 million in the first nine months of 2020. The change in financial income (expense) is primarily attributable to a decrease in interest expense ($3 million) as a result of refinancing activities, favorable foreign exchange results ($9 million), offset by a decrease in interest income ($8 million) as a result of declining interest rates and an increase of non-service pension cost ($4 million).

Benefit (provision) for income taxes

Q1Q3 2021 compared to Q1Q3 2020

Our provision for income taxes was $95 million (15.4% effective tax ~~rate reflects~~rate) for the ~~impact~~third quarter of 2021 compared to a benefit from income taxes of ($57 million) (77.0% effective tax rate) for the third quarter of 2020. The increase in the income tax expense was due to higher income before income taxes and due to the changes in certain estimates, offset by an increase in tax incentives ~~non-deductible expenses, change in valuation allowance,~~as a ~~portion~~result of ~~our earnings being taxed in foreign jurisdictions at rates different than~~ the ~~Netherlands statutory tax rate and~~improved operational performance of the ~~relative mix of~~company.

YTD 2021 compared to YTD 2020

Our provision for income ~~and losses across those jurisdictions. Our effective tax rate~~taxes for the first ~~three~~nine months of 2021 was ~~9.9%~~$200 million (13.4% effective tax rate) compared to ~~20.0%~~a benefit from income taxes of ($88 million) (27.1% effective tax rate) for the first ~~three~~nine months of 2020. The ~~movement~~increase in ~~our effective~~the income tax ~~rate relates mainly~~expense was due to ~~tax benefits as a result of changes~~higher income before income taxes, offset by the net change in ~~estimates ($16 million)~~the valuation allowance between the two periods and an increase in tax incentives ~~in various tax jurisdictions thanks to~~(both as a result of the improved ~~business~~operational performance ~~compared to the prior year quarter ($10 million). In the first quarter of 2020 there was a non-deductible goodwill charge related to the divestiture~~ of the ~~VAS business ($10 million)~~company).

Net income (loss)

The following table presents the composition of net income for the periods reported:


($ in millions, unless otherwise stated)	($ in millions, unless otherwise stated)	Q1 2021	Q1 2020	($ in millions, unless otherwise stated)	Q3 2021	Q3 2020	YTD 2021	YTD 2020

Operating income (loss)	Operating income (loss)	492	68	Operating income (loss)	711	32	1,776	(45)
Financial income (expense):		(87)	(78)
Financial income (expense)				Financial income (expense)	(93)	(106)	(280)	(280)
Benefit (provision) for income taxes	Benefit (provision) for income taxes	(40)	(2)	Benefit (provision) for income taxes	(95)	57	(200)	88
Results relating to equity-accounted investees	Results relating to equity-accounted investees	(1)	(1)	Results relating to equity-accounted investees	3	(1)	—	(3)
Net income (loss)	Net income (loss)	364	(13)	Net income (loss)	526	(18)	1,296	(240)

Liquidity and Capital Resources

We derive our liquidity and capital resources primarily from our cash flows from operations. We continue to generate strong positive operating cash flows. At the end of the ~~first~~third quarter of 2021, our cash balance was ~~$1,842~~$2,303 million, ~~a decrease~~an increase of ~~$433~~$28 million compared to December 31, 2020. Taking into account the available amount of the Unsecured Revolving Credit Facility of $1,500 million, we had access to ~~$3,342~~$3,803 million of liquidity as of ~~April 4,~~October 3, 2021.

We currently use cash to fund operations, meet working capital requirements, for capital expenditures and for potential common stock repurchases, dividends and strategic investments. Based on past performance and current expectations, we believe that our current available sources of funds (including cash and cash equivalents, RCF Agreement, plus anticipated cash generated from operations) will be adequate to finance our operations, working capital requirements, capital expenditures and potential dividends for at least the next twelve months. Our capital expenditures were ~~$150~~$501 million in the first ~~three~~nine months of 2021, compared to ~~$143~~$288 million in the first ~~three~~nine months of 2020. During the ~~three~~nine month period ended ~~April 4,~~October 3, 2021, we repurchased ~~$905~~$3,265 million, or ~~5.1~~17 million shares of our common stock pursuant to our share buyback programs at a weighted average price of ~~$177.76~~$192.17 per share.

Our total debt amounted to ~~$7,611~~$9,593 million as of Q1Q3 2021, an increase of $2$1,984 million compared to December 31, 2020 ($7,609 million). Of this, short-term debt amounted to $999 million as of Q3 2021, compared to no short-term debt at December 31, 2020. On May 11, 2021, NXP issued 2.5% senior notes due in 2031 ($1 billion) and 3.25% senior notes due in 2041 ($1 billion).

At ~~April 4,~~October 3, 2021, our cash balance was ~~$1,842~~$2,303 million of which ~~$192~~$217 million was held by SSMC, our consolidated joint venture company with TSMC. Under the terms of our joint venture agreement with TSMC, a portion of this cash can be distributed by way of a dividend to us, but 38.8% of the dividend will be paid to our joint venture partner. During the first nine months of 2021, no dividend was declared by SSMC. In 2020, $90 million has been declared by SSMC, which was distributed in the third quarter of 2020, with 38.8% being paid to our joint venture partner.

Cash flows

Our cash and cash equivalents during the first ~~three~~nine months of 2021 decreased by ~~$428~~$34 million (excluding the effect of changes in exchange rates on our cash position of ~~$(5)~~$(6) million) as follows:


($ in millions, unless otherwise stated)	($ in millions, unless otherwise stated)	YTD 2021	YTD 2020	($ in millions, unless otherwise stated)	YTD 2021	YTD 2020

Net cash provided by (used for) operating activities	Net cash provided by (used for) operating activities	732	512	Net cash provided by (used for) operating activities	2,292	1,453
Net cash (used for) provided by investing activities	Net cash (used for) provided by investing activities	(181)	(37)	Net cash (used for) provided by investing activities	(618)	(255)
Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	(979)	(431)	Net cash provided by (used for) financing activities	(1,640)	1,330
Increase (decrease) in cash and cash equivalents	Increase (decrease) in cash and cash equivalents	(428)	44	Increase (decrease) in cash and cash equivalents	34	2,528

Cash Flow from Operating Activities

For the first ~~three~~nine months of 2021 our operating activities provided ~~$732~~$2,292 million in cash. This was primarily the result of net income of ~~$364~~$1,296 million, adjustments to reconcile the net income of ~~$444~~$1,227 million and changes in operating assets and liabilities of ($~~78)~~221) million. Adjustments to net income (loss) includes offsetting non-cash items, such as depreciation and amortization of ~~$341~~$952 million, share-based compensation of ~~$91 million, amortization of the debt issuance costs of $2 million, a gain on equity securities of $(3) million, results relating to equity-accounted investees of $1~~$265 million and changes in deferred taxes of ~~$12~~$6 million.

The change in operating assets and liabilities (working capital accounts) was attributable to the following:

The ~~$95~~$214 million increase in receivables and other current assets was primarily driven by the ~~$23 million increase in income tax receivable and $68 million~~ increase in accounts receivable due to the linearity inof revenue between the two periods, customer mix, and the related timing of cash collections in the first ~~three~~nine months of 2021 compared with the same period in 2020.

The ~~$26~~$143 million increase in inventories was primarily related to increased production levels in order to attempt to align ~~future~~ inventory on hand with the current ~~sales and demand~~revenue forecasts.

The ~~$51~~$242 million increase in accounts payable and other liabilities for the ~~three~~nine months ended ~~April 4,~~October 3, 2021 was primarily related to the ~~increases~~increase in ~~accruals~~the accrual for variable compensation of ~~$85~~$227 million as a result of improved operating results, ~~$42~~$149 million in trade accounts payable as a result of increased demand, ~~$27~~and $46 million in interest payable ~~and~~due to timing of interest payments; partially offset by the decrease of $14 million in lease liabilities, $37 million related to income and social tax ~~payables; partially offset by the decrease of~~payables, a $32 million reduction in restructuring liabilities, $24 million in ~~lease liabilities, $20 million in~~ personnel-related costs, all due to timing of payments, ~~$18 million reduction in restructuring liabilities,~~ and ~~$55~~$73 million of other net movements including the non-cash adjustment for capital expenditures and purchased IP.

For the first ~~three~~nine months of 2020 our operating activities provided ~~$512~~$1,453 million in cash. This was primarily the result of net loss of ($~~13)~~240) million, adjustments to reconcile the net loss of ~~$464~~$1,591 million and changes in operating assets and liabilities of ~~$60~~$98 million. Adjustments to net loss includes offsetting non-cash items, such as depreciation and amortization of ~~$540~~$1,672 million, share-based compensation of ~~$107~~$295 million, amortization of the discount (premium) on debt and debt issuance costs of $1$6 million, a gain on sale of assets of ($~~110)~~111) million, results relating to equity-accounted investees of $1$3 million and changes in deferred taxes of ($~~75)~~274) million.

Cash Flow from Investing Activities

Net cash used for investing activities amounted to ~~$181~~$618 million for the first ~~three~~nine months of 2021 and principally consisted of the cash outflows for capital expenditures of ~~$150~~$501 million, ~~and $37~~$99 million for the purchase of identified intangible assets, $14 million for the purchase of equipment leased to others, $17 million for the net purchase of interests of businesses, partly offset by $7 million of insurance recoveries received for equipment damage and net proceeds of $6 million related to sales and purchases of investments.

Net cash used for investing activities amounted to ~~$37~~$255 million for the first ~~three~~nine months of 2020 and principally consisted of the cash outflows for purchases of interests in businesses (net of cash) of ~~$10~~$21 million, purchase of investments of $15 million, capital expenditures of ~~$143~~$288 million and ~~$45~~$95 million for the purchase of identified intangible assets, partly offset by proceeds of $161 million from the sale of businesses (net of cash), related to the the sale of our Voice and Audio Solutions assets.

Cash Flow from Financing Activities

Net cash used for financing activities was ~~$979~~$1,640 million for the first ~~three~~nine months of 2021 compared to net cash ~~used for~~provided by financing activities of ~~$431~~$1,330 million for the first ~~three~~nine months of 2020, detailed in the table below:


($ in millions)	($ in millions)	YTD 2021	YTD 2020	($ in millions)	YTD 2021	YTD 2020

Proceeds from the issuance of long-term debt				Proceeds from the issuance of long-term debt	2,000	2,000
Cash paid for debt issuance costs				Cash paid for debt issuance costs	(22)	(15)
Dividends paid to non-controlling interests				Dividends paid to non-controlling interests	—	(34)
Dividends paid to common stockholders	Dividends paid to common stockholders	(105)	(105)	Dividends paid to common stockholders	(412)	(315)
Cash proceeds from exercise of stock options and savings from ESPP	Cash proceeds from exercise of stock options and savings from ESPP	31	29	Cash proceeds from exercise of stock options and savings from ESPP	60	64
Purchase of treasury shares	Purchase of treasury shares	(905)	(355)	Purchase of treasury shares	(3,265)	(370)
Other, net				Other, net	(1)	—

Contractual Obligations


($ in millions)	($ in millions)	Total	2021	2022	2023	2024	2025	2026 and thereafter	($ in millions)	Total	2021	2022	2023	2024	2025	2026 and thereafter

Long-term purchase obligations	Long-term purchase obligations	1,048	258	218	150	147	141	134	Long-term purchase obligations	4,364	467	1,114	729	590	580	884

Our long-term obligations increased substantially as we locked in long-term supply with our key manufacturing partners.

Off-balance Sheet Arrangements

At the end of the ~~first~~third quarter of 2021, we had no off-balance sheet arrangements other than commitments resulting from normal business operations. None of these arrangements has or is likely to have a material effect on our financial condition, results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the Company’s market risk during the first ~~three~~nine months of 2021. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer (Certifying Officers), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) on ~~April 4,~~October 3, 2021. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of ~~April 4,~~October 3, 2021.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the three month period ended ~~April 4,~~October 3, 2021, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In ~~March~~August 2021, the board of directors of NXP (the “Board”) approved a ~~new~~ $2 billion expansion of its 2021 share repurchase program. The new $2 billion share repurchase authorization is in addition to the ~~remaining amount for repurchase under the 2019~~$2 billion 2021 share repurchase program, authorized by the Board in ~~November 2019.~~March 2021. In addition, the Company purchases shares from participants in the Company’s equity programs who trade shares as trade for taxes. Under Dutch tax law, the repurchase of a company’s shares by an entity domiciled in the Netherlands results in a taxable ~~event.~~event, unless a tax exemption applies. The tax on the repurchased shares is attributed to the shareholders, with NXP making the payment on the shareholders’ behalf. As such, the tax on the repurchased shares is accounted for within stockholders’ equity.

The following share repurchase activity occurred under these programs during the three months ended ~~April 4,~~October 3, 2021:

Period

Total Number
of Shares
Purchased
Average Price
Paid per Share Number of Shares Purchased as Part of Publicly Announced Buy Back Programs Maximum Number of
Shares That May
Yet Be Purchased
Under the Buy Back Program Number of Shares Purchased as Trade for Tax (1)
January 1, 2021 – February 7, 2021 2,585,849 $171.24 2,569,898 5,716,134 15,951
February 8, 2021 – March 7, 2021 2,248,023 $185.11 2,230,300 3,468,086 17,723
March 8, 2021 – April 4, 2021 253,107 $180.73 249,300 12,410,610 3,807
Total 5,086,979 5,049,498 37,481


Period	Total Number of Shares Purchased	Average Price Paid per Share	Number of Shares Purchased as Part of Publicly Announced Buy Back Programs	Maximum Number of Shares That May Yet Be Purchased Under the Buy Back Program	Number of Shares Purchased as Trade for Tax (1)
July 5, 2021 – August 8, 2021	5,800,443	$199.37	5,037,477	1,789,023	762,966
August 9, 2021 – September 5, 2021	—	$—	—	11,185,519	—
September 6, 2021 – October 3, 2021	—	$—	—	12,351,100	—
Total	5,800,443		5,037,477		762,966

(1) Reflects shares surrendered by participants to satisfy tax withholding obligations in connection with the Company's equity programs.

Item 5. Other Information

~~Not applicable.~~The Compensation Committee of the Board of Directors of NXP Semiconductors N.V. (the “Company”) has approved a form of Performance Restricted Stock Unit Award Agreement (attached as Exhibit 10.3 to this Report) for the award of equity grants to our employees, including the Company’s named executive officers. These equity awards will be granted under the NXP Semiconductors N.V. 2019 Omnibus Incentive Plan which was previously approved by the Company’s annual general meeting of shareholders.

2226

Item 6. Exhibits

Exhibit

Number

Exhibit Description

3.1

Articles of Association of NXP Semiconductors N.V. dated June 9, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V., filed on July 28, 2020)

10.1+

Employment Agreement dated August 25, 2021 between NXP USA, Inc. and Jennifer Wuamett (incorporated by reference to 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on August 26, 2021)

10.2+

Employment Agreement dated October 12, 2021 between NXP USA, Inc. and Bill Betz (incorporated by reference to 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on October 12, 2021)

10.3*+

Form of Performance Restricted Stock Unit Award Agreement

31.1*

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

31.2*

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer

32.1*

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~April 4,~~October 3, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and nine months ended ~~April 4,~~October 3, 2021 and ~~March 29,~~September 27, 2020; (ii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended ~~April 4,~~October 3, 2021 and ~~March 29,~~September 27, 2020; (iii) Condensed Consolidated Balance Sheets as of ~~April 4,~~October 3, 2021 and December 31, 2020; (iv) Condensed Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~April 4,~~October 3, 2021 and ~~March 29,~~September 27, 2020; (v) Condensed Consolidated Statements of Changes in Equity for the three and nine months ended ~~April 4,~~October 3, 2021 and ~~March 29,~~September 27, 2020; and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


*			Filed or furnished herewith.
+			Indicates management contract or compensatory plan or arrangement.

2327

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~April 27,~~November 2, 2021


NXP Semiconductors N.V.

			/s/ ~~P. Kelly~~William J. Betz
Name: ~~P. Kelly,~~William J. Betz, CFO

2428

Exhibit 31.1

CERTIFICATION

I, Kurt Sievers, certify that:

1.I have reviewed this quarterly report on Form 10-Q of NXP Semiconductors N.V.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:~~April 27,~~ November 2, 2021


By:						/s/ Kurt Sievers
						Kurt Sievers
						President & Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, ~~Peter Kelly,~~William J. Betz, certify that:

1.I have reviewed this quarterly report on Form 10-Q of NXP Semiconductors N.V.;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: ~~April 27,~~November 2, 2021


By:						/s/ ~~Peter Kelly~~William J. Betz
						~~Peter Kelly~~William J. Betz
						Chief Financial Officer

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kurt Sievers, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of NXP Semiconductors N.V. on Form 10-Q for the period ended ~~April 4,~~October 3, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of NXP Semiconductors N.V. at the dates and for the periods indicated.

Date: ~~April 27,~~November 2, 2021


By:						/s/ Kurt Sievers
						Kurt Sievers
						President & Chief Executive Officer

I, ~~Peter Kelly,~~William J. Betz, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of NXP Semiconductors N.V. on Form 10-Q for the period ended ~~April 4,~~October 3, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of NXP Semiconductors N.V. at the dates and for the periods indicated.

Date: ~~April 27,~~November 2, 2021


By:						/s/ ~~Peter Kelly~~William J. Betz
						~~Peter Kelly~~William J. Betz
						Chief Financial Officer


		Page
Part I
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1315
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2125
Item 4.	Controls and Procedures	2125

Part II
Item 1.	Legal Proceedings	2125
Item 1A.	Risk Factors	2126
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2126
Item 5.	Other Information	2226
Item 6.	Exhibits	2327