NXP Semiconductors (NXPI) 10-K risk factor changes: FY2021 vs FY2020

We experienced [added: a] significant decline in revenue in the first half of 2020 related to the COVID-19 [removed: outbreak.][added: outbreak and then a swift rebound in demand beginning in the third quarter of 2020 and accelerating through the fourth quarter of 2021.]

[removed: Although we experienced improvements in the business environment in the second half of 2020, the situation remains uncertain and the continued spread of COVID-19 may result in another economic] slowdown similar or worse than what we experienced in the first half of 2020, including the possibility that it could lead to a global recession.

[added: Risks] related to a slowdown or recession are described in our risk factor titled “Significantly increased volatility and instability and unfavorable economic conditions may adversely affect our business” below.

The spread of COVID-19 [removed: has] caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and we may [removed: take further actions] [added: reinstitute these and additional measures] as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, and [removed: suppliers.][added: suppliers as we continue to respond to the COVID-19 situation in the communities in which we operate.]

Accordingly, the success of our business depends to a significant extent on our ability to develop new technologies and products that are [added: ultimately successful in the market.]

Commitments to develop new products must be made well in advance of any resulting sales, and technologies and standards may change during development, potentially rendering our products outdated or [removed: uncompetitive] [added: noncompetitive] before their introduction.

[removed: Should reductions in our] manufacturing costs fail to keep pace with reductions in market prices for the products we sell, this could have a material adverse effect on our business, financial condition and results of operations.

- negative economic developments in economies around the world and the instability of governments and international trade arrangements, such as the increase of barriers to international trade including the [removed: recent] imposition of tariffs on imports by the United States and China, the withdrawal of the United Kingdom from the European Union and the sovereign debt crisis in certain European countries;

If the global economy remains volatile, our revenues could decline and we may be forced to take [removed: additional] cost savings steps that could result in additional charges and materially affect our business.

Further, we may suffer disruptions in our manufacturing operations, either due to production difficulties such as those described above or as a result of external factors beyond our [removed: control.][added: control, such as the disruption to our Austin, Texas manufacturing facilities caused by the February 2021 winter storm.]

[removed: Because the equipment that] we purchase is complex, it is frequently difficult or impossible for us to substitute one piece of equipment for another or replace one type of material with another.

Failure of our third party suppliers to perform could adversely affect our [removed: ability to exploit growth opportunities.][added: results of operations.]

There is increasing concern that climate change [removed: is occurring and] may cause a rising number of natural disasters.

If flooding, a large earthquake, volcanic eruption [added: or, extreme weather event] or other natural disaster were to directly damage, destroy or disrupt our manufacturing facilities, it could disrupt our operations, delay new production and shipments of existing inventory or result in costly repairs, replacements or other costs, all of which would negatively impact our business.

Even if our manufacturing facilities are not directly damaged, a large natural disaster may result in disruptions in distribution [removed: channels or] [added: channels,] supply [removed: chains] [added: chains, movement of goods] and significant increases in the prices of raw materials used for our manufacturing process.

Furthermore, global privacy legislation, enforcement, and policy activity, such as the EU General Data Privacy Regulation, are rapidly [added: expanding and creating a complex regulatory compliance environment.]

We are subject to many environmental, health and safety laws and regulations in each jurisdiction in which we operate, which govern, among other things, emissions of pollutants into the air, wastewater discharges, the use and handling of hazardous substances, waste disposal, the investigation and remediation of soil and ground [removed: water contamination and the health and safety of our employees.]

[removed: Scientific examination of, political attention to and rules and regulations on issues surrounding the existence] [added: Public] and [removed: extent of] [added: private initiatives to address] climate change may result in an increase in the cost of production due to increase in the prices of [removed: energy and] [added: energy,] introduction of energy or carbon [removed: tax.][added: tax or the purchase of carbon offsets.]

[added: The reliability and security of our information technology] infrastructure and software, and our ability to expand and continually update technologies in response to our changing needs is critical to our business.

[removed: While this IT system compromise did not result in a material adverse effect on our business or any material damage to us, there] [added: There] can be no assurance that [removed: this or any other] [added: a] breach or incident will not have a material impact on our operations and financial results in the future.

Such breaches could result in, for example, unauthorized access to, disclosure, modification, misuse, loss, or destruction of our, our customer, or other third party data or systems, theft of sensitive or confidential data including personal information (including personal data about our employees, customers or other third parties) and intellectual property, system disruptions, and [removed: denial of service.]

[added: While we hold a] significant number of patents, there can be no assurances that additional patents will be issued or that any rights granted under our patents will provide meaningful protection against misappropriation of our intellectual property.

We cannot assure you that we will be able to obtain any or all of the necessary [removed: licenses on satisfactory terms, if at all.]

In order to obtain a judgment which is enforceable in the Netherlands, the claim must be relitigated before a competent court of the Netherlands; the relevant Netherlands court has discretion to attach such weight to a judgment of the courts of the United States as it deems appropriate; based on case law, the courts of the Netherlands may be expected to recognize and grant permission for enforcement of a judgment of a court of competent jurisdiction in the United States without re-examination or relitigation of the substantive matters adjudicated thereby, provided that (i) the relevant court in the United States had jurisdiction in the matter in accordance with standards which are generally accepted internationally; (ii) the proceedings before that court complied with principles of proper procedure; (iii) recognition and/or enforcement of that judgment does not conflict with the public policy of the Netherlands; and (iv) recognition and/or enforcement of that judgment is [removed: not irreconcilable with a decision of a Dutch court rendered between the same parties or with an earlier decision of a foreign court rendered between the same parties in a dispute that is about the same subject matter and that is based on the same cause, provided that earlier decision can be recognized in the Netherlands.]

As of December 31, [removed: 2020,] [added: 2021,] we had outstanding indebtedness with an aggregate principal amount of [removed: $7,650] [added: $10,650] million.

[added: Actual or anticipated changes or downgrades in our credit ratings, including any] announcement that our ratings are under further review for a downgrade, could affect our market value and/or increase our corporate borrowing costs.

The market price for our common stock has varied between a high of [removed: $167.27] [added: $239.91] on December 7, [removed: 2020] [added: 2021] and a low of [removed: $58.41] [added: $156.02] on [removed: March 18, 2020] [added: January 27, 2021] in the twelve-month period ending on December 31, [removed: 2020.][added: 2021.]

As of December 31, [removed: 2020,] [added: 2021,] we had recognized a net accrued benefit liability of [removed: $566] [added: $508] million, representing the unfunded benefit obligations of our defined pension plans.

The [removed: Tax Cuts and Jobs Act] [added: Build Back Better proposal] contains provisions affecting the tax treatment of both U.S. companies (such as certain of our subsidiaries) and non-U.S. companies that could materially affect us.

The situation remains uncertain and the continued spread of COVID-19 or variants of COVID-19 may result in another economic

1 The contents of our website and our Corporate Sustainability Report and Sustainability Policy are referenced for general information only and are not incorporated by reference in this Form 10-K.

Beginning in the third quarter of 2020, demand rebounded more quickly than anticipated and accelerated through the fourth quarter of 2021, resulting in our inability to fully satisfy customer demand.

Should reductions in our

We face risks related to security vulnerabilities in our products.

We and third parties regularly identify security vulnerabilities with respect to our products and services.

The same holds for the operating systems and workloads that run on them and the components that interact with them.

Components and IP we purchase or license from third parties for use in our products, as well as industry-standard specifications we implement in our products, are also regularly subject to security vulnerabilities.

As we have become a more data-centric company, our processors and other products are being used in additional and new and critical application areas that create new or increased cybersecurity, privacy or safety risks.

This includes applications that gather and process large amounts of data, such as the cloud or Internet of Things, and critical infrastructure and automotive applications.

We, our customers, and the users of our products do not always promptly learn of or have the ability to fully assess the magnitude or effects of a vulnerability, including the extent, if any, to which a vulnerability has been exploited.

Additionally, new information can subsequently develop that may impact our assessment of a security vulnerability, including additional information learned as we develop and deploy mitigations or updates, become aware of additional variants and evaluate the competitiveness of existing and new products.

Security vulnerabilities and any limitations of, or adverse effects resulting from, mitigation techniques can adversely affect our results of operations, financial condition, sales, branding, customer relationships, share price, prospects, and reputation in a number of ways, any of which may be material.

Adverse publicity about security vulnerabilities or mitigations could damage our reputation with customers or users and reduce demand for our products and services.

These effects may be greater to the extent that competing products are not susceptible to the same vulnerabilities or if vulnerabilities can be more effectively mitigated in competing products.

Moreover, third parties can release information regarding potential vulnerabilities of our products before mitigations are available.

This, in turn, could lead to attempted or successful exploits, adversely affect our ability to introduce mitigations, or otherwise harm our business and reputation.

Because the equipment that

In addition, we have entered into long term supply agreements with certain key manufacturing partners.

The failure of these suppliers to perform under these agreements or an unexpected reduction in demand for these products could result in a material adverse effect on our business, financial condition and results of operations.

In addition, climate change could cause certain natural disasters, such as drought, wildfires, storms, flooding or rising sea levels, to occur more frequently or with greater intensity, which could pose

physical risks to our manufacturing or IT facilities or our suppliers’ facilities, or could disrupt the availability of water and utilities necessary for the operation of our manufacturing facilities or our suppliers’ facilities resulting in increased operating costs and/or business disruption, such as the disruption to our Austin, Texas manufacturing facilities caused by the February 2021 winter storm and weather-related disruption of water and utilities to these facilities.

Our manufacturing operations are subject to environmental laws and regulations and initiatives to address climate change.

water contamination and the health and safety of our employees.

denial of service.

licenses on satisfactory terms, if at all.

not irreconcilable with a decision of a Dutch court rendered between the same parties or with an earlier decision of a foreign court rendered between the same parties in a dispute that is about the same subject matter and that is based on the same cause, provided that earlier decision can be recognized in the Netherlands.

We identified a material weakness in our internal control related to ineffective information technology general controls which, if not remediated appropriately or timely, could result in loss of investor confidence and adversely impact our stock price.

As disclosed in Part II, Item 9A, management concluded that our internal control over financial reporting was not effective as of December 31, 2021 due to a material weakness in our internal control over financial reporting associated with ineffective information technology general controls (ITGCs) in the areas of user access, change-management and IT operations over certain information technology (IT) systems that support the Company’s financial reporting processes.

We have initiated remediation plans to address the material weakness, including, but not limited to, expanding controls, applying other appropriate procedures to address the design and operation of internal controls relating to certain IT systems, and enhancing procedures for the identification of control activities and monitoring of control performance to ensure that the components of internal control relating to certain IT systems are present and functioning.

While there can be no assurance that our efforts will be successful, in fiscal year 2022 we intend to fully implement these plans to remediate the material weaknesses.

If we are unable to remediate the material weakness, or are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected, which could subject us to litigation or investigations requiring management resources and

payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.

In 2021, the United States proposed a budget reconciliation act that could amend the Internal Revenue Code (the “Build Back Better Act”).

The Build Back Better proposal includes provisions that impose a minimum tax of 15% on adjusted financial statement net income, extends through the end of 2025 (set to expire on December 31, 2021) the expensing of research and experimental costs, and modifies U.S. inbound and outbound international provisions – including the global intangible low-taxed income (GILTI) on foreign earnings made by U.S. corporations’ foreign subsidiaries, the deduction for certain foreign-derived intangible income (FDII), and the base erosion and anti-abuse tax (BEAT) levied on otherwise deductible payments made to certain foreign affiliates.

Although not yet passed and not yet signed into law, the effective date for the provisions could range from January 1, 2022 to January 1, 2023.

Risks

ultimately successful in the market.

As a result of our acquisition of Freescale in 2015, we recognized goodwill of $7.4 billion and intangible assets of $8.5 billion.

expanding and creating a complex regulatory compliance environment.

Environmental laws and regulations expose us to liability and compliance with these laws and regulations, and any such liability may adversely affect our business.

The reliability and security of our information technology

For instance, in January 2020, we became aware of a compromise of certain of our systems.

While we hold a

Actual or anticipated changes or downgrades in our credit ratings, including any

Additionally, in December of 2017, the United States enacted a budget reconciliation act amending the Internal Revenue Code of 1986 (the “Tax Cuts and Jobs Act”) and, as from 2018, the U.S. Treasury Department issued regulations to clarify certain provisions of the Tax Cuts and Jobs Act.

The Tax Cuts and Jobs Act includes provisions that reduce the U.S. corporate tax rate, impose a base erosion minimum tax on income of a U.S. corporation determined without regard to certain otherwise deductible payments made to certain foreign affiliates, impose a global intangible low-income tax on foreign earnings made by U.S. corporations’ foreign subsidiaries, and impose a one-time transition tax on certain historic earnings and profits of U.S.-owned foreign subsidiaries.

The Tax Cuts and Jobs Act also includes provisions that provide a deduction for certain foreign-derived intangible income.

The U.S. Treasury Department has issued temporary and proposed regulations providing guidance on the application of many of the provisions of the Tax Cuts and Jobs Act.

However, there may continue to be a substantial delay before all such regulations are promulgated and/or finalized, increasing the uncertainty as to the ultimate effect of the statutory amendments on us.

It is also possible that there will be technical corrections legislation proposed with respect to the Tax Cuts and Jobs Act, the effect of which cannot be predicted.

This section of this Form 10-K generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019] [added: 2020] as filed with the SEC on February [removed: 27, 2020.*][added: 25, 2021.*]

[removed: Effective January 1, 2019,] NXP [removed: removed the reference to HPMS in its organizational structure in acknowledgment of the] [added: has] one reportable segment representing the entity as a whole.

| | | | December 31, [removed: 2020] [added: 2021] | | | | | | [removed: September 27, 2020] [added: October 3, 2021] | | | | | | Increase/(decrease) | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | Increase/(decrease) | | |

We continue to generate strong operating cash flows, with [removed: $2,482] [added: $3,077] million in cash flows from operations for [removed: 2020.][added: 2021.]

We returned [removed: $1,047] [added: $4,577] million to our shareholders during the year in dividends and repurchases of common stock.

Our cash position at the end of [removed: 2020] [added: 2021] was [removed: $2,275] [added: $2,830] million.

On November [removed: 19, 2020,] [added: 18, 2021,] the NXP Board of Directors approved a cash dividend of [removed: $0.375] [added: $0.5625] per common share for the fourth quarter of [removed: 2020.][added: 2021.]

Our global communities continue to face unprecedented challenges posed by the COVID-19 pandemic, but NXP has continued to [removed: respond] actively [added: respond] by addressing the COVID-19 situation and its impact globally with global crisis response teams, working to mitigate the potential impacts to our people and our business.

However, we cannot reasonably estimate the duration and severity of [removed: this global] [added: the] pandemic or its ultimate impact on the global economy and our business and results.

Demand has come back more rapidly than we expected and our current focus is [removed: to look] [added: on looking] after our customers and [removed: ensure] [added: ensuring] we ship as much product to them as possible.

While we are encouraged by the rapid rebound in demand, we are still challenged by the impact of the global [removed: pandemic.][added: pandemic, including supply chain constraints and COVID outbreaks, and resulting government responses, in areas in which we operate.]

We are still of the view that the best course of action is to continue to focus on enabling our [removed: customers] [added: customers'] success while simultaneously assuring the safety and health of all [added: of] our employees.

The following table presents the composition of operating income for the years ended December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019.][added: 2020.]

| ($ in millions, unless otherwise stated) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | | [removed: 8,612] [added: 11,063] | | | | | | [removed: 8,877] [added: 8,612] | | |

| % nominal growth | | | [removed: (3.0)] [added: 28.5] | | | | | | [removed: (5.6)] [added: (3.0)] | | |

| Gross profit | | | [removed: 4,235] [added: 6,067] | | | | | | [removed: 4,618] [added: 4,235] | | |

| Research and development | | | [removed: (1,725)] [added: (1,936)] | | | | | | [removed: (1,643)] [added: (1,725)] | | |

| Selling, general and administrative (SG&A) | | | [removed: (879)] [added: (956)] | | | | | | [removed: (924)] [added: (879)] | | |

| Amortization of acquisition-related intangible assets | | | [removed: (1,327)] [added: (592)] | | | | | | [removed: (1,435)] [added: (1,327)] | | |

| Other income [removed: (expense)] | | | [removed: 114] [added: —] | | | | | | [removed: 25] [added: 114] | | |

| Operating income [removed: (loss)] | | | [removed: 418] [added: 2,583] | | | | | | [removed: 641] [added: 418] | | |

Revenue by [removed: end-market] [added: end market] was as follows:

| ($ in millions, unless otherwise stated) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Increase/(decrease) | | | | | | % | | |

| Communication Infrastructure & Other | | | [removed: 1,703] [added: 1,748] | | | | | | [removed: 1,875] [added: 1,703] | | | | | | [removed: (172)] [added: 45] | | | | | | [removed: (9.2)] [added: 2.6] | | % |

| EMEA (Europe, the Middle East and Africa) | | | [removed: 1,538] [added: 2,036] | | | | | | [removed: 1,760] [added: 1,538] | | | | | | [removed: (222)] [added: 498] | | | | | | [removed: (12.6)] [added: 32.4] | | % |

[removed: ][added: ]

Gross profit for the year-ended December 31, [removed: 2020] [added: 2021] was [removed: $4,235] [added: $6,067] million, or [removed: 49.2%] [added: 54.8%] of revenue, compared to [removed: $4,618] [added: $4,235] million, or [removed: 52.0%] [added: 49.2%] of revenue, for the year-ended December 31, [removed: 2019.][added: 2020.]

As a result, the gross margin percentage [removed: decreased] [added: increased] to [removed: 49.2%] [added: 54.8%] from [removed: 52.0%.][added: 49.2%.]

[removed: ][added: ]

Operating expenses for the year-ended December 31, [removed: 2020] [added: 2021] totaled [removed: $3,931] [added: $3,484] million, or [removed: 45.6%] [added: 31.5%] of revenue, compared to [removed: $4,002] [added: $3,931] million, or [removed: 45.1%] [added: 45.6%] of revenue, for the year-ended December 31, [removed: 2019.][added: 2020.]

| ($ in millions, unless otherwise stated) | | | [removed: 2020] [added: 2021] | | | | | | % of revenue | | | | | | [removed: 2019] [added: 2020] | | | | | | % of revenue | | | | | | % change | | |

| Research and development | | | [removed: 1,725] [added: 1,936] | | | | | | [removed: 20.0] [added: 17.5] | | % | | | | [removed: 1,643] [added: 1,725] | | | | | | [removed: 18.5] [added: 20.0] | | % | | | | [removed: 5.0] [added: 12.2] | | % |

| Selling, general and administrative | | | [removed: 879] [added: 956] | | | | | | [removed: 10.2] [added: 8.6] | | % | | | | [removed: 924] [added: 879] | | | | | | [removed: 10.4] [added: 10.2] | | % | | | | [removed: (4.9)] [added: 8.8] | | % |

| Amortization of acquisition-related intangible assets | | | [removed: 1,327] [added: 592] | | | | | | [removed: 15.4] [added: 5.4] | | % | | | | [removed: 1,435] [added: 1,327] | | | | | | [removed: 16.2] [added: 15.4] | | % | | | | [removed: (7.5)] [added: (55.4)] | | % |

| Operating expenses | | | [removed: 3,931] [added: 3,484] | | | | | | [removed: 45.6] [added: 31.5] | | % | | | | [removed: 4,002] [added: 3,931] | | | | | | [removed: 45.1] [added: 45.6] | | % | | | | [removed: (1.8)] [added: (11.4)] | | % |

[removed: ][added: ]

- R&D costs for the year-ended December 31, [removed: 2020] [added: 2021] increased by [removed: $82] [added: $211] million, or [removed: 5.0%,] [added: 12.2%,] when compared to last year driven by:

[removed: \- lower] [added: \+] personnel-related costs, including variable compensation costs; and

| Revenue | | | 3,039 | | | | | | 2,861 | | | | | | 178 | | | | | | 11,063 | | | | | | 8,612 | | | | | | 2,451 | | |

| Gross profit | | | 1,707 | | | | | | 1,583 | | | | | | 124 | | | | | | 6,067 | | | | | | 4,235 | | | | | | 1,832 | | |

| Operating income (loss) | | | 807 | | | | | | 711 | | | | | | 96 | | | | | | 2,583 | | | | | | 418 | | | | | | 2,165 | | |

| Cash flow from operating activities | | | 785 | | | | | | 924 | | | | | | (139) | | | | | | 3,077 | | | | | | 2,482 | | | | | | 595 | | |

| Total debt | | | 10,572 | | | | | | 9,593 | | | | | | 979 | | | | | | 10,572 | | | | | | 7,609 | | | | | | 2,963 | | |

| Net debt | | | 7,742 | | | | | | 7,290 | | | | | | 452 | | | | | | 7,742 | | | | | | 5,334 | | | | | | 2,408 | | |

| Diluted weighted average number of shares outstanding | | | 268,545 | | | | | | 271,359 | | | | | | (2,814) | | | | | | 275,646 | | | | | | 283,809 | | | | | | (8,163) | | |

| Diluted net income per share | | | 2.24 | | | | | | 1.91 | | | | | | 0.33 | | | | | | 6.79 | | | | | | 0.18 | | | | | | 6.61 | | |

| Dividends per common share | | | 0.5625 | | | | | | 0.5625 | | | | | | — | | | | | | 2.25 | | | | | | 1.50 | | | | | | 0.75 | | |

Revenue for 2021 was $11,063 million as compared to the $8,612 million reported in 2020, an increase of $2,451 million or an increase of 28.5% year-on-year, as a result of resurgent growth across all of the Company’s four focus end markets, with substantial growth in our strategic focused Automotive and Industrial & IoT end markets.

The growth NXP experienced in 2021 was due to a combination of rebounding end market demand from the initial shock and widespread market disruption caused by the emergence of the COVID-19 pandemic in the first half of 2020 and accelerating adoption of the Company’s innovative new products and solutions.

The year-on-year growth was due to higher unit volumes, as well as a higher average selling prices resulting from increases in input costs from NXP’s supplier base, which were passed onto our customers.

The growth NXP experienced in 2021 began to clearly emerge at the end of the third quarter of 2020 and has continued to steadily accelerate through the fourth quarter of 2021.

Even with the strong growth experienced in 2021, the Company believes customer demand will continue to outpace material supply, resulting in another positive year of growth into 2022.

Our gross profit percentage for 2021 increased to 54.8% from 49.2%, primarily due to the significant acceleration of revenue during the second half of 2021, after the drop of sales in 2020 due to the COVID-19 pandemic, which led to improved utilization, cost reductions and efficiencies, partly offset by higher personnel-related costs.

Revenue for the fourth quarter, which ended December 31, 2021 was $3,039 million as compared to $2,507 million for the fourth quarter ended December 31, 2020, an increase of $532 million or an increase of 21.2%.

Revenue

in the fourth quarter of 2021 represented a historical record for NXP, the result of strong demand in a supply constrained market which was consistent with the trends seen in the first three quarters of 2021.

Revenue for the year-ended December 31, 2021 was $11,063 million compared to $8,612 million for the year-ended December 31, 2020, an increase of $2,451 million or 28.5% year-on-year, as a result of resurgent growth across all of the Company's four focus end markets, with substantial growth in our strategic focused Automotive and Industrial end markets.

| Automotive | | | 5,493 | | | | | | 3,825 | | | | | | 1,668 | | | | | | 43.6 | | % |

| Industrial & IoT | | | 2,410 | | | | | | 1,836 | | | | | | 574 | | | | | | 31.3 | | % |

| Mobile | | | 1,412 | | | | | | 1,248 | | | | | | 164 | | | | | | 13.1 | | % |

| Revenue | | | 11,063 | | | | | | 8,612 | | | | | | 2,451 | | | | | | 28.5 | | % |

| ($ in millions, unless otherwise stated) | | | 2021 | | | | | | 2020 | | | | | | Increase/(decrease) | | | | | | % | | |

| Distributors | | | 6,325 | | | | | | 4,720 | | | | | | 1,605 | | | | | | 34.0 | | % |

| OEM/EMS | | | 4,587 | | | | | | 3,728 | | | | | | 859 | | | | | | 23.0 | | % |

| Other | | | 151 | | | | | | 164 | | | | | | (13) | | | | | | (7.9) | | % |

| Revenue | | | 11,063 | | | | | | 8,612 | | | | | | 2,451 | | | | | | 28.5 | | % |

| ($ in millions, unless otherwise stated) | | | 2021 | | | | | | 2020 | | | | | | Increase/(decrease) | | | | | | % | | |

| Greater China and Asia Pacific | | | 6,374 | | | | | | 5,124 | | | | | | 1,250 | | | | | | 24.4 | | % |

| Americas | | | 1,376 | | | | | | 977 | | | | | | 399 | | | | | | 40.8 | | % |

| Japan | | | 810 | | | | | | 647 | | | | | | 163 | | | | | | 25.2 | | % |

| South Korea | | | 467 | | | | | | 326 | | | | | | 141 | | | | | | 43.3 | | % |

| Revenue | | | 11,063 | | | | | | 8,612 | | | | | | 2,451 | | | | | | 28.5 | | % |

Revenue in the Automotive end market was $5,493 million, an increase of 43.6% versus the year ago period due to a significant increase in demand for NXP’s embedded automotive processing solutions, including solutions to address the shift toward domain and zonal processing.

Additionally, customer adoption of NXP's radar products for ADAS safety products, and a rebound in demand for advanced analog products, including demand for solutions to enable electric vehicle power trains contributed to the strong year-on-year growth.

From a channel perspective, NXP’s distribution partners in Greater China and Asia Pacific, the Americas, and Japan were responsible for the majority of the year-on-year growth, though the Company experienced solid growth from direct OEM/EMS customers across all geographic regions.

Revenue in the Industrial & IoT end market was $2,410 million, an increase of 31.3% versus the year ago period primarily due to strong demand for NXP’s embedded processing solutions, especially industrial application processors and next generation crossover processors.

Additionally, NXP experienced positive year-on-year trends within our advanced analog and connectivity solutions.

From a channel perspective, NXP’s distribution channel partners in the Greater China and Asia Pacific region enabled NXP to service demands of the long-tail of Industrial & IoT customers.

| Revenue | | | 2,507 | | | | | | 2,267 | | | | | | 240 | | | | | | 8,612 | | | | | | 8,877 | | | | | | (265) | | |

| Gross profit | | | 1,288 | | | | | | 1,090 | | | | | | 198 | | | | | | 4,235 | | | | | | 4,618 | | | | | | (383) | | |

| Operating income (loss) | | | 463 | | | | | | 32 | | | | | | 431 | | | | | | 418 | | | | | | 641 | | | | | | (223) | | |

| Cash flow from operating activities | | | 1,029 | | | | | | 527 | | | | | | 502 | | | | | | 2,482 | | | | | | 2,373 | | | | | | 109 | | |

| Total debt | | | 7,609 | | | | | | 9,356 | | | | | | (1,747) | | | | | | 7,609 | | | | | | 7,365 | | | | | | 244 | | |

| Net debt | | | 5,334 | | | | | | 5,790 | | | | | | (456) | | | | | | 5,334 | | | | | | 6,320 | | | | | | (986) | | |

| Diluted weighted average number of shares outstanding | | | 285,258 | | | | | | 279,467 | | | | | | 5,791 | | | | | | 283,809 | | | | | | 285,911 | | | | | | (2,102) | | |

| Diluted net income per share | | | 1.08 | | | | | | (0.08) | | | | | | 1.16 | | | | | | 0.18 | | | | | | 0.85 | | | | | | (0.67) | | |

| Dividends per common share | | | 0.375 | | | | | | 0.375 | | | | | | — | | | | | | 1.500 | | | | | | 1.25 | | | | | | 0.25 | | |

Revenue for 2020 was $8,612 million, down 3% from 2019 against a very challenging economic environment, caused by the COVID-19 pandemic.

By end market, Automotive revenue was $3,825 million, a decrease of 9% versus the year ago period.

Within the Communication Infrastructure & Other end market, revenue was $1,703 million, a decline of 9% year-on-year.

These annual declines were partly offset by good year-on-year performance in the Industrial & IoT and Mobile end-markets.

Revenue in the Industrial & IoT end market was $1,836 million, a 15% increase, while revenue in the Mobile end market was $1,248 million, a 5% increase.

The revenue achieved in both the Industrial & IoT and the Mobile end markets represent new all-time highs.

When aggregating all end markets, the decrease in revenue was mostly related to lower sales to OEMs.

From a regional perspective, revenue declined in EMEA, Americas and Japan, offset partly by Greater China.

Our gross profit percentage for 2020 decreased to 49.2% from 52.0%, primarily due to the significant deceleration of revenue and the associated reduced manufacturing activity during the second and third quarters, further amplified by the absorption of excess manufacturing fixed costs as a result of abnormal under-loading in our front-end factories due to the COVID-19 pandemic.

Revenue for the fourth quarter of 2020 was $2,507 million, an increase of 11% sequentially from revenue for the third quarter of 2020, as the improving business environment emerging at the end of the third quarter continued into the fourth quarter.

From an end market perspective, the increase sequentially was driven primarily by Automotive with an

increase of 24% and by Mobile with an increase of 21%.

These increases were slightly offset by a decline of 13% in Communication Infrastructure & Other and a decrease of 0.6% in Industrial & IoT.

Revenue for the year-ended December 31, 2020 was $8,612 million compared to $8,877 million for the year-ended December 31, 2019, a decrease of $265 million or 3%.

The decrease is attributed to the impact of the COVID-19 pandemic in our primary end-markets, including year-on-year decreases in the Automotive and in the Communication Infrastructure & Other end markets.

These declines were partly offset by increases in the Industrial & IoT and Mobile end markets.

| Automotive | | | 3,825 | | | | | | 4,212 | | | | | | (387) | | | | | | (9.2) | | % |

| Industrial & IoT | | | 1,836 | | | | | | 1,599 | | | | | | 237 | | | | | | 14.8 | | % |

| Mobile | | | 1,248 | | | | | | 1,191 | | | | | | 57 | | | | | | 4.8 | | % |

| Revenue | | | 8,612 | | | | | | 8,877 | | | | | | (265) | | | | | | (3.0) | | % |

| Distributors | | | 4,720 | | | | | | 4,409 | | | | | | 311 | | | | | | 7.1 | | % |

| OEM/EMS | | | 3,728 | | | | | | 4,352 | | | | | | (624) | | | | | | (14.3) | | % |

| Other | | | 164 | | | | | | 116 | | | | | | 48 | | | | | | 41.4 | | % |

| Greater China (including Asia Pacific) | | | 5,124 | | | | | | 4,934 | | | | | | 190 | | | | | | 3.9 | | % |

| Americas | | | 977 | | | | | | 1,076 | | | | | | (99) | | | | | | (9.2) | | % |

| Japan | | | 647 | | | | | | 780 | | | | | | (133) | | | | | | (17.1) | | % |

| South Korea | | | 326 | | | | | | 327 | | | | | | (1) | | | | | | (0.3) | | % |

Revenue in the Automotive end market declined $387 million year-on-year.

The decline was due to the COVID-19 pandemic, which impacted automotive supply chains and resulted in many auto OEMs outside of China shutting car production sites, primarily in Europe and North America.

The year-on-year declines were most notable in our core automotive products which are more susceptible to variances in auto production rates, including our mainstream auto processors, advanced analog, and sensor products.

Revenue derived from the Industrial & IoT market increased $237 million year-on-year, driven by the contribution of revenue associated with the recently acquired Marvell wireless connectivity assets for connected IoT solutions.

Additional information regarding our notes is provided in Note 2 - Significant Accounting Policies, and Note [removed: 14] [added: 13] - Debt, of our notes to the Consolidated Financial Statements included in Item 8.

If we do not have operating or financing activities to sufficiently offset these exposures, from time to time, we may employ derivative financial instruments such as swaps, collars, forwards, options or other instruments to limit the [added: volatility to earnings and cash flows generated by these exposures.]

[removed: Counterparties] [added: All counterparties] to our derivatives contracts are [removed: all] major banking institutions.

At December 31, [removed: 2020] [added: 2021] our net asset related to foreign currency forward contracts designated as hedges of foreign currency risk on certain operating expenditure transactions was [removed: $18] [added: $2] million.

However, our foreign currency exposures also relate, but are not limited, to the Chinese Yuan, the Japanese Yen, the Pound Sterling, the Malaysian Ringgit, the Singapore Dollar, the [added: New] Taiwan Dollar and the [removed: Thailand] [added: Thai] Baht.

volatility to earnings and cash flows generated by these exposures.

For the year ended December 31, [removed: 2020,] [added: 2021,] we generated revenue of [removed: $8,612] [added: $11,063] million, compared to [removed: $8,877] [added: $8,612] million for the year ended December 31, [removed: 2019.][added: 2020.]

Our product solutions are used in a wide range of [removed: end-market] [added: end market] applications including: automotive, industrial & Internet of Things (IoT), mobile, and communication infrastructure.

We engage with leading global original equipment manufacturers [removed: (OEM)] [added: (OEMs)] and sell products in all major geographic regions.

The semiconductor market totaled [removed: $440.4] [added: $555.9] billion in [removed: 2020.][added: 2021.]

[removed: Effective January 1, 2019,] NXP [removed: removed the reference to HPMS in its organizational structure in acknowledgement of the] [added: has] one reportable segment representing the entity as a [removed: whole and] [added: whole, which] reflects the way in which our chief operating decision maker executes operating decisions, allocates resources, and manages the growth and profitability of the Company.

[removed: End-market] [added: End Market] Exposure

Our product groups are focused on four primary [removed: end-markets] [added: end markets] that we believe are characterized by long-term, attractive growth opportunities and where we [added: believe we] enjoy sustained, competitive differentiation through our technology leadership.

The four [removed: end-markets] [added: end markets] are Automotive, Industrial & IoT, Mobile, and Communication Infrastructure & Other.

| Key Applications | | | [removed: ADAS/Radar Connected Infotainment] [added: ADAS Electrification] Vehicle Networks [removed: Electrification] Secure Car Access eCockpit Body Comfort & Convenience Powertrain | | | [removed: Factory and Building Automation] Smart Home [added: Edge Nodes Factory] and Building [removed: Control] [added: Automation] Home Entertainment Power and Energy [added: Smart Appliances] Medical Smart Retail [removed: Smart Appliances] | | | Smartphones Wearables [removed: Tablets] Mobile Accessories | | | Wireless Basestations [removed: Enterprise Data Center] Network & Security [removed: Wired and Wireless Service Provider Infrastructure] Banking Cards Government ID documents Transit Cards RFID Tagging | | |

Despite the decline in vehicles sales and production in 2020 due to the outbreak of the COVID-19 [removed: (the "COVID-19 Pandemic"),] [added: and] the [added: very low growth in 2021 due to the global supply crisis, the] increase in semiconductor content per vehicle continued.

We believe [removed: two] [added: three] mega-trends will drive the semiconductor content increase in the future: [removed: Electrification] [added: Autonomous driving, electrification] and [removed: autonomy.][added: the service oriented car.]

Comfort and convenience systems and user interface applications, [added: as well as infotainment features] such as [removed: a] digital [removed: cockpit with multiple large interactive screens,] [added: audio broadcasting] are also areas with high semiconductor content increases.

Smart car [removed: access and] [added: access,] automotive [added: Ultra-Wideband (UWB) and] Near-Field Communication (NFC) are gaining ground in automotive as well, enabling the connection of vehicles and car keys to portable devices and the infrastructure.

Due to the high degree of regulatory scrutiny and safety requirements, the automotive semiconductor market is characterized by stringent qualification processes, zero defect quality processes, functionally safe design architecture, high reliability, extensive design-in timeframes and long product life [removed: cycles] [added: cycles,] which results in significant barriers to entry.

The Industrial & IoT market is highly fragmented with a diverse collection of products and applications such as factory automation, [removed: power and energy, medical electronics,] smart [removed: retail, smart] home, smart [removed: appliances and] [added: appliances,] home [removed: entertainment.][added: entertainment, smart retail, power and energy and medical electronics.]

In IoT, growth is driven by the increasing use of high-performance edge and media devices [removed: (e.g.] [added: (e.g.,] home entertainment, connected home assistants, home control and security) and low power IoT nodes (e.g. smart [added: home, hearables, health trackers) where NXP scalable solutions across the entire embedded processing spectrum are ideally suited.]

Working [added: and learning] from home [removed: strongly] [added: significantly] increased in [removed: 2020] [added: the past two years] due to the COVID-19 [removed: outbreak and this had a positive impact on some applications (e.g.] [added: pandemic, resulting in strong demand for] smart home devices, [added: computing peripherals,] home entertainment and gaming [removed: consoles)] [added: consoles] within our Industrial & IoT business.

Finally, with the growing number of connected devices, latency, privacy and bandwidth [added: have] become critical limiting factors and Edge computing solves this by bringing the intelligence closer to the source.

NXP has a strong focus on mobile [removed: wallet] [added: wallet, Ultra-Wideband (UWB)] and specialty custom analog solutions.

The demand for faster speeds, improved battery life, fast charging, mobile [removed: wallet,] [added: wallets, highly secure localization and sensing technology,] mobile transit and authentication is driving increased semiconductor content for NXP.

More base stations are needed and massive [removed: multi-chip modules (MIMO)] [added: MIMO radio technology] - which provides better throughput and better spectrum efficiency - [removed: will] [added: is] greatly [removed: expand] [added: expanding] the number of antennas [added: and power amplifiers] needed.

Small cells [removed: will] [added: are] also [removed: be] deployed to improve coverage and capacity of wireless networks.

[removed: Consumers] [added: Workplaces are evolving from offices to homes,] and [removed: enterprise] [added: consumers and enterprises] need to adapt to changing working conditions, leading to increasing demand for better digital communication [removed: capabilities.][added: capabilities and digital content.]

[removed: In] [added: Finally, in] secure [added: edge] identification solutions, [removed: the demand] [added: NXP has extensive experience providing customers with solutions] for applications [removed: requiring] [added: demanding] the highest security and reliability [removed: shifts towards solutions with a contactless RF interface driven by the increasing adoption of contactless ePassports,] [added: (ePassports,] eID credentials, transportation [removed: and] [added: &] payment [removed: cards.][added: cards and RFID solutions).]

We offer customers a broad portfolio of semiconductor [removed: products] [added: products,] including microcontrollers, application processors, communication processors, connectivity chipsets, analog and interface devices, RF power amplifiers, security controllers and sensors.

We believe we have the broadest ARM processor portfolio in the [removed: industry] [added: industry,] from microcontrollers to crossover processors and from application processors to communication processors.

MCUs integrate all [added: of] the major components of a computing system onto a single semiconductor device.

We are a trusted, long-term supplier of MCUs to many of our customers, especially in the automotive, [removed: smartcards and] [added: smartcards,] industrial [added: and consumer] markets.

Our i.MX 8 family [removed: of applications processors] is a feature and performance scalable multi-core platform that includes single, dual and quad-core families based on the Arm Cortex architecture for advanced graphics, imaging, machine vision, audio, voice, video, and safety-critical applications.

Our S32x Automotive Processing Platform offers scalability across products and multiple application domains [added: with S32K MCU’s] based on Arm [removed: Cortex-A, Cortex-R, and] Cortex-M cores with Automotive Safety Integrity Level (ASIL-D) capabilities.

Within service-provider communications infrastructure, our processors are used in cellular base stations, fixed wireless access Customer Premises Equipment (CPE), residential gateways, [added: broadband aggregation systems, and core networking equipment.]

Nearly all of our security products consist of multi-functional solutions comprised of passive RF connectivity devices facilitating information transfer from the user document to reader infrastructure; secure, tamper-proof microcontroller devices in which [removed: information is securely encrypted (“secure element”); and secure real-time operating system software products to facilitate the encryption-decryption of data, and the interaction with the reader infrastructure systems.]

| Chandler, United States | | | | | | 100 | | % | | | | 8” | | | | | | [removed: 0.25-0.50] [added: 0.18-0.50] | | | | | | CMOS, eNVM, BCDMOS | | |

| Kaohsiung, Taiwan | | | | | | 100 | | % | | | | — | | | | | | — | | | | | | NFC, Automotive Car-access, [removed: Micro-controllers] [added: In-Vehicle Networking, Micro-controllers, ADAS (Radar), Analog, Mixed-Signal and Power] | | |

| Bangkok, Thailand | | | | | | 100 | | % | | | | — | | | | | | — | | | | | | Automotive In-Vehicle Networking and Sensors, [added: Analog, RFID,] Banking and e-Passport [removed: modules] [added: modules, Power Management] | | |

| Kuala Lumpur, Malaysia | | | | | | 100 | | % | | | | — | | | | | | — | | | | | | Micro-processors, [added: ADAS/Radar,] Micro-controllers, [added: Advanced Audio Processor, Sensors,] Power Management, Analog and Mixed Signal, RF devices | | |

| Tianjin, China | | | | | | 100 | | % | | | | — | | | | | | — | | | | | | [added: Micro-processors,] Micro-controllers, [added: Power Management, Battery Management,] Analog and [removed: Sensors] [added: Mixed Signal] | | |

Due to the COVID-19 pandemic, semiconductor supply chains have been under [removed: more] [added: significant] pressure.

We market our products and solutions worldwide to a variety of OEMs, [removed: Original Design Manufacturers (ODMs),] contract manufacturers and distributors.

Our sales and marketing teams are organized into five regions, which are EMEA (Europe, the Middle East and Africa), the Americas, Japan, South [removed: Korea] [added: Korea,] and Greater China [removed: (including] [added: and] Asia Pacific).

Reporting Segment

| Growth Drivers | | | Radar systems Domain and zonal processors Electrification systems | | | Secure connected Edge solutions Smart home and industrial automation Connectivity and crossover processors | | | UWB mobile access solutions Mobile Wallet/Mobile Transit | | | RF Power Systems 5G roll out | | |

Each of the megatrends involve new functions and each new function requires new technologies.

In the same way, strict emissions regulations as well as consumer willingness for energy efficient cars are accelerating the penetration of electrification, which has been even more intensified during the pandemic, with OEMs prioritizing investments in this area.

Last but not least, many consumers want their cars to be service oriented, hyper-connected, configurable and upgradeable, in the same way as they are used to with their smartphones.

Furthermore, we believe networking will play a key role in the electrical/electronic (E/E) architecture transformation towards domain and zonal architectures.

UWB, thanks to its unique precision, robustness, and reliability, is emerging as a secure, fine-ranging technology capable of enabling a wide range of innovative location-based user experiences.

The technology is gaining momentum thanks to wider chipset availability, adoption across various devices by multiple brands, and the formation of a strong UWB ecosystem across the whole supply chain and NXP is well positioned in this market.

The Communication Infrastructure & Other end market is a combination of three different application markets, namely 5G networks, digital network communications and secure edge identification solutions.

The transition to 5G and the cloudification of the network present a significant opportunity for NXP.

In power amplification, as more bandwidth and higher frequencies are needed, we observe an increasing adoption of GaN technology because of its higher power output and efficiency.

This creates strong growth in the network communications market.

Meanwhile, billions of connected devices exchange more and more data, leading to strong demand for device edge and cloud processing solutions.

Further digitalization of governmental services, the trend

towards secure contactless payment and the need to improve tracking, traceability and authentication of products are driving demand across these applications.

Our i.MX 8 and 9 families are the latest generations of our general purpose application processors.

Our i.MX 9 series of application processors integrates hardware neural processing units across the entire series for acceleration of machine learning applications at the edge.

In Automotive, our S32x Automotive Processing Platform offers scalability across products and multiple application domains based on Arm Cortex-A, Cortex-R, and Cortex-M cores with Automotive Safety Integrity Level (ASIL-D) capabilities with software compatibility from the MCU’s to SoC’s.

information is securely encrypted (“secure element”); and secure real-time operating system software products to facilitate the encryption-decryption of data, and the interaction with the reader infrastructure systems.

We purchase most of our raw materials on the basis of fixed price contracts.

In addition, our sales and marketing teams in the regions partner with our distributors and our large number of mass market customers.

We compete with many different semiconductor companies on a global basis, including with both integrated device manufacturers (“IDMs”) as well as fabless companies.

Nearly all our competitors invest extensively in research and development, manufacturing, sales and marketing capabilities across a broad spectrum of product lines.

Many of our competitors are focused on single applications or market segments.

In addition, we are asked to deliver full system capabilities which include multiple NXP devices and enabling software.

Historically, our net revenue does not display consistent or predictable seasonal patterns.

reference.

| Andy Micallef | | | | | | 57 | | | | | | Executive vice president global operations | | |

We focus on driving employee engagement; building thought leadership; embracing diversity, equity and inclusion; providing competitive and fair compensation and benefits; enabling talent development and growth opportunities; investing in future talent; focusing on employee retention; and giving back to our communities.

In 2021, NXP saw a year-over-year increase in employee turnover.

To mitigate voluntary turnover, we launched several initiatives centered around retention for strategic roles and top-performing talent, as well as broad-based programs targeting all employees.

At NXP, we value diversity, equality and inclusion, and respect the unique talents, experiences, backgrounds, cultures and ideas of our team members.

Our diversity, equality and inclusion approach is centered around ensuring leadership commitment and accountability; building and sustaining a qualified and diverse talent pipeline and equitable processes; and fostering an inclusive culture and a sense of belonging to attract and retain the best talent.

The Compensation Committee of our Board provides oversight of our policies, programs and initiatives focusing on human capital management, including workforce diversity, equality and inclusion.

To track the progress of our growing ERGs, we measure membership, programming and employee engagement for each group.

To support our diversity, equality and inclusion approach and demonstrate our commitment to transparency and accountability, we have established the following aspirational 2025 diversity, equality and inclusion stretch goals to improve global gender representation and minority race and ethnicity representation in the United States.

| 2025 Goals | | | | | | | | | | | | | | |

| 40% Women in Overall Global Workforce | | | 30% Women in Global Indirect Labor Workforce | | | 20% Women in Executive Positions* | | | 25% Women in R&D Positions | | | 50% Minority Representation in the United States* | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We are a holding company (the “Holding Company”) whose only material assets are the direct ownership of 100% of the shares of NXP B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).

For additional information regarding the general development of the Company's business, see Part I, Item I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the SEC on February 27, 2020.

Reporting Segments

Prior to January 1, 2019, High Performance Mixed Signal (HPMS) was our sole reportable segment.

Corporate and Other represented the remaining portion to reconcile to the Consolidated Financial Statements.

| Growth Drivers | | | Vehicle electrification and automation Government requirements & consumer demands for increased safety, reliability, comfort and efficiency Increase need of security across all applications | | | Shift from mechanical to electronic equipment Increasing processing and connectivity Increasing use of low-power nodes Energy efficiency Predictive maintenance Automation Machine Learning | | | Mobile Wallet/Mobile Transit Custom Interface/Power solutions | | | 5G development/Massive MiMo and mmwave Increasing demand for bandwidth, cloud computing IoT | | |

In the same way, tight emissions regulations are accelerating the penetration of electrification.

home, hearables, health trackers) where NXP scalable solutions across the entire embedded processing spectrum are ideally suited.

The introduction of new technologies and new use-cases around secured connectivity, high-speed interfaces and charging creates additional opportunities for NXP.

Growth in the network communication market is driven by strong demand for digital content, ubiquitous access, security, increased enterprise adoption of advanced video communication and the trend towards an increasingly global and mobile workforce.

These factors have driven greater adoption of both mobile and fixed Internet services and smart devices, cloud computing environments, Internet Protocol television and online gaming.

With the trend toward increasingly media-rich applications such as video sharing platforms, social networks, high definition (HD) movie downloads, video conferencing, wireless connectivity and enterprise access, Internet traffic is increasing continuously.

The growth in data traffic is resulting in service providers, enterprises and consumers demanding an increase in the amount of wireless infrastructure, networking and electronic equipment.

Providers of wireless infrastructure, networking and storage equipment are introducing new technologies and products with enhanced performance and functionality while reducing design and manufacturing costs.

As more and more data is being exchanged and consumed by billions of connected devices, 5G, the new mobile communication technology, enables fast data transfer, low latency and reliability.

5G can support services that require immediate and uninterrupted connectivity.

More bandwidth and higher frequencies are needed, requiring more compute power.

The COVID-19 pandemic is showing the critical role of digital networking in today’s society.

Workplaces have changed en masse from office to home.

Radio-Frequency IDentification (RFID) can be used to identify and authenticate objects and is designed to fulfill the requirements of a wide range of applications across numerous vertical markets.

RFID technology is entering new markets, such as interactive gaming and toys, and various applications to track goods through the supply chain and keep track of inventory.

In addition, there is an increasing demand for authentication and anti-counterfeit solutions to protect manufacturers and consumers.

broadband aggregation systems, and core networking equipment.

We purchase most of our raw materials on the basis of fixed price contracts, but generally do not commit ourselves to long-term purchase obligations, which permits us to renegotiate prices periodically.

Continental accounted for less than 10% of our revenue in 2020 and 11% in 2019.

We compete with many different semiconductor companies, including multinational companies with integrated research and development, manufacturing, sales and marketing organizations across a broad spectrum of product lines, “fabless” semiconductor companies, and companies that are focused on a single application market segment or standard product.

Historically, our net revenue has typically been higher in the second half of the year than in the first half of the year, accelerating in the third and fourth quarters.

Board of Directors

Our Board of Directors, including their ages and positions as of February 25, 2021 are as follows:

| Name | | | | | | Age | | | | | | Position | | |

| Sir Peter Bonfield | | | | | | 76 | | | | | | Non-Executive Director and Chairman and Member of the Board’s Nominating and Governance Committee and of the Board’s Compensation Committee | | |

| Kenneth A. Goldman | | | | | | 71 | | | | | | Non-Executive Director and Member of the Board’s Nominating and Governance Committee | | |

| Josef Kaeser | | | | | | 63 | | | | | | Non-Executive Director and Member of the Board’s Nominating and Governance Committee | | |

| Lena Olving | | | | | | 64 | | | | | | Non-Executive Director and Member of the Board’s Compensation Committee | | |

| Peter Smitham | | | | | | 78 | | | | | | Non-Executive Director, and Chair of the Board’s Compensation Committee | | |

| Julie Southern | | | | | | 61 | | | | | | Non-Executive Director and Chair of the Board’s Audit Committee | | |

| Jasmin Staiblin | | | | | | 50 | | | | | | Non-Executive Director and Member of the Board’s Audit Committee | | |

| Gregory L. Summe | | | | | | 64 | | | | | | Non-Executive Director and Chair of the Board’s Nominating and Governance Committee | | |

| Karl-Henrik Sundström | | | | | | 60 | | | | | | Non-Executive Director and Member of the Board’s Audit Committee and the Board’s Compensation Committee | | |

There are no family relationships among our directors or between any director and any of our executive officers.

The information set forth under the “Litigation” and “Environmental Remediation” captions of Note [removed: 16] [added: 15] to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of our ordinary shares on [removed: June 26, 2020] [added: July 2, 2021] as reported on the Nasdaq Global Select Market, was [removed: $30.2] [added: $54.7] billion.

As of February [removed: 19, 2021,] [added: 18, 2022,] the Registrant had [removed: 277,008,199] [added: 262,538,156] outstanding ordinary shares, excluding shares held in treasury.

Portions of the Registrant’s definitive proxy statement relating to its [removed: 2021] [added: 2022] Annual General Meeting of shareholders (the [removed: “2021] [added: “2022] Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The [removed: 2021] [added: 2022] Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

| [Introduction and Forward Looking [removed: Statements](#i3a0bef55a4854c91b58b82665982b65b_10)] [added: Statements](#ic326f7beb0e44c20ad697d21ab7462e1_10)] | | | [removed: [1](#i3a0bef55a4854c91b58b82665982b65b_10)] [added: [1](#ic326f7beb0e44c20ad697d21ab7462e1_10)] | | |

| [Item 1. [removed: Business](#i3a0bef55a4854c91b58b82665982b65b_16)] [added: Business](#ic326f7beb0e44c20ad697d21ab7462e1_16)] | | | [removed: [3](#i3a0bef55a4854c91b58b82665982b65b_16)] [added: [3](#ic326f7beb0e44c20ad697d21ab7462e1_16)] | | |

| [Item 1A. Risk [removed: Factors](#i3a0bef55a4854c91b58b82665982b65b_19)] [added: Factors](#ic326f7beb0e44c20ad697d21ab7462e1_22)] | | | [removed: [18](#i3a0bef55a4854c91b58b82665982b65b_19)] [added: [15](#ic326f7beb0e44c20ad697d21ab7462e1_22)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i3a0bef55a4854c91b58b82665982b65b_22)] [added: Comments](#ic326f7beb0e44c20ad697d21ab7462e1_25)] | | | [removed: [31](#i3a0bef55a4854c91b58b82665982b65b_22)] [added: [29](#ic326f7beb0e44c20ad697d21ab7462e1_25)] | | |

| [Item 3. Legal [removed: Proceedings](#i3a0bef55a4854c91b58b82665982b65b_28)] [added: Proceedings](#ic326f7beb0e44c20ad697d21ab7462e1_31)] | | | [removed: [32](#i3a0bef55a4854c91b58b82665982b65b_28)] [added: [30](#ic326f7beb0e44c20ad697d21ab7462e1_31)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i3a0bef55a4854c91b58b82665982b65b_31)] [added: Disclosures](#ic326f7beb0e44c20ad697d21ab7462e1_34)] | | | [removed: [32](#i3a0bef55a4854c91b58b82665982b65b_31)] [added: [30](#ic326f7beb0e44c20ad697d21ab7462e1_34)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3a0bef55a4854c91b58b82665982b65b_37)] [added: Securities](#ic326f7beb0e44c20ad697d21ab7462e1_40)] | | | [removed: [32](#i3a0bef55a4854c91b58b82665982b65b_37)] [added: [31](#ic326f7beb0e44c20ad697d21ab7462e1_40)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3a0bef55a4854c91b58b82665982b65b_43)] [added: Operations](#ic326f7beb0e44c20ad697d21ab7462e1_46)] | | | [removed: [38](#i3a0bef55a4854c91b58b82665982b65b_43)] [added: [33](#ic326f7beb0e44c20ad697d21ab7462e1_46)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3a0bef55a4854c91b58b82665982b65b_67)] [added: Risk](#ic326f7beb0e44c20ad697d21ab7462e1_70)] | | | [removed: [55](#i3a0bef55a4854c91b58b82665982b65b_67)] [added: [51](#ic326f7beb0e44c20ad697d21ab7462e1_70)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i3a0bef55a4854c91b58b82665982b65b_91)] [added: Data](#ic326f7beb0e44c20ad697d21ab7462e1_91)] | | | [removed: [57](#i3a0bef55a4854c91b58b82665982b65b_70)] [added: [53](#ic326f7beb0e44c20ad697d21ab7462e1_73)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i3a0bef55a4854c91b58b82665982b65b_196)] [added: Disclosure](#ic326f7beb0e44c20ad697d21ab7462e1_172)] | | | [removed: [109](#i3a0bef55a4854c91b58b82665982b65b_196)] [added: [104](#ic326f7beb0e44c20ad697d21ab7462e1_172)] | | |

| [Item 9A. Controls and [removed: Procedures](#i3a0bef55a4854c91b58b82665982b65b_199)] [added: Procedures](#ic326f7beb0e44c20ad697d21ab7462e1_175)] | | | [removed: [109](#i3a0bef55a4854c91b58b82665982b65b_199)] [added: [104](#ic326f7beb0e44c20ad697d21ab7462e1_175)] | | |

| [Item 9B. Other [removed: Information](#i3a0bef55a4854c91b58b82665982b65b_202)] [added: Information](#ic326f7beb0e44c20ad697d21ab7462e1_178)] | | | [removed: [110](#i3a0bef55a4854c91b58b82665982b65b_202)] [added: [105](#ic326f7beb0e44c20ad697d21ab7462e1_178)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i3a0bef55a4854c91b58b82665982b65b_208)] [added: Governance](#ic326f7beb0e44c20ad697d21ab7462e1_184)] | | | [removed: [110](#i3a0bef55a4854c91b58b82665982b65b_208)] [added: [106](#ic326f7beb0e44c20ad697d21ab7462e1_184)] | | |

| [Item 11. Executive [removed: Compensation](#i3a0bef55a4854c91b58b82665982b65b_211)] [added: Compensation](#ic326f7beb0e44c20ad697d21ab7462e1_187)] | | | [removed: [110](#i3a0bef55a4854c91b58b82665982b65b_211)] [added: [106](#ic326f7beb0e44c20ad697d21ab7462e1_187)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3a0bef55a4854c91b58b82665982b65b_214)] [added: Matters](#ic326f7beb0e44c20ad697d21ab7462e1_190)] | | | [removed: [111](#i3a0bef55a4854c91b58b82665982b65b_214)] [added: [106](#ic326f7beb0e44c20ad697d21ab7462e1_190)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i3a0bef55a4854c91b58b82665982b65b_217)] [added: Independence](#ic326f7beb0e44c20ad697d21ab7462e1_193)] | | | [removed: [111](#i3a0bef55a4854c91b58b82665982b65b_217)] [added: [106](#ic326f7beb0e44c20ad697d21ab7462e1_193)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i3a0bef55a4854c91b58b82665982b65b_220)] [added: Services](#ic326f7beb0e44c20ad697d21ab7462e1_196)] | | | [removed: [111](#i3a0bef55a4854c91b58b82665982b65b_220)] [added: [106](#ic326f7beb0e44c20ad697d21ab7462e1_196)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i3a0bef55a4854c91b58b82665982b65b_226)] [added: Schedules](#ic326f7beb0e44c20ad697d21ab7462e1_202)] | | | [removed: [111](#i3a0bef55a4854c91b58b82665982b65b_226)] [added: [107](#ic326f7beb0e44c20ad697d21ab7462e1_202)] | | |

| [Item 16. Form 10-K [removed: Summary](#i3a0bef55a4854c91b58b82665982b65b_229)] [added: Summary](#ic326f7beb0e44c20ad697d21ab7462e1_205)] | | | [removed: [114](#i3a0bef55a4854c91b58b82665982b65b_229)] [added: [110](#ic326f7beb0e44c20ad697d21ab7462e1_205)] | | |

This Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] (the “Annual Report”) and certain information incorporated herein by reference contains forward-looking statements, which are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include statements regarding our business strategy, financial condition, results of [removed: operations and] [added: operations, expected timeline to remediate the identified material weakness in our internal control over financial reporting,] market [removed: data,] [added: data] as well as any other statements that are not historical facts.

- trade disputes between the U.S. and China, [added: and the] potential increase of barriers to international trade and resulting disruptions to our established supply chains;

- our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before maturity to meet [removed: both] our debt [removed: service and] [added: service,] research and development and capital investment requirements;

- our ability to form strategic partnerships and joint ventures and successfully cooperate with our [added: strategic] alliance partners;

| [Part I](#ic326f7beb0e44c20ad697d21ab7462e1_13) | | | [3](#ic326f7beb0e44c20ad697d21ab7462e1_13) | | |

| [Item 2. Proper](#ic326f7beb0e44c20ad697d21ab7462e1_28)[ties](#ic326f7beb0e44c20ad697d21ab7462e1_28) | | | [29](#ic326f7beb0e44c20ad697d21ab7462e1_28) | | |

| [Part II](#ic326f7beb0e44c20ad697d21ab7462e1_37) | | | [31](#ic326f7beb0e44c20ad697d21ab7462e1_37) | | |

| [Item 6.](#ic326f7beb0e44c20ad697d21ab7462e1_43) [\[Reserved\]](#ic326f7beb0e44c20ad697d21ab7462e1_43) | | | [32](#ic326f7beb0e44c20ad697d21ab7462e1_43) | | |

| [Item 9](#ic326f7beb0e44c20ad697d21ab7462e1_1811)[C](#ic326f7beb0e44c20ad697d21ab7462e1_1811)[.](#ic326f7beb0e44c20ad697d21ab7462e1_1811) [Disclosure Regarding Forei](#ic326f7beb0e44c20ad697d21ab7462e1_1811)[gn Jurisdic](#ic326f7beb0e44c20ad697d21ab7462e1_1811)[tions that Prevent Inspections](#ic326f7beb0e44c20ad697d21ab7462e1_1811) | | | [105](#ic326f7beb0e44c20ad697d21ab7462e1_1811) | | |

| [PART III](#ic326f7beb0e44c20ad697d21ab7462e1_181) | | | [106](#ic326f7beb0e44c20ad697d21ab7462e1_181) | | |

| [Part IV](#ic326f7beb0e44c20ad697d21ab7462e1_199) | | | [107](#ic326f7beb0e44c20ad697d21ab7462e1_199) | | |

| [Part I](#i3a0bef55a4854c91b58b82665982b65b_13) | | | [3](#i3a0bef55a4854c91b58b82665982b65b_13) | | |

| [Item 2. Propert](#i3a0bef55a4854c91b58b82665982b65b_25)ies | | | [31](#i3a0bef55a4854c91b58b82665982b65b_25) | | |

| [Part II](#i3a0bef55a4854c91b58b82665982b65b_34) | | | [32](#i3a0bef55a4854c91b58b82665982b65b_34) | | |

| [Item 6. Selected Financial Data](#i3a0bef55a4854c91b58b82665982b65b_40) | | | [34](#i3a0bef55a4854c91b58b82665982b65b_40) | | |

| [PART III](#i3a0bef55a4854c91b58b82665982b65b_205) | | | [110](#i3a0bef55a4854c91b58b82665982b65b_205) | | |

| [Part IV](#i3a0bef55a4854c91b58b82665982b65b_223) | | | [111](#i3a0bef55a4854c91b58b82665982b65b_223) | | |

As of February 24, 2022, the Company operates owned manufacturing facilities primarily in the United States, Netherlands, Malaysia, China, Thailand and Taiwan, as well as in Singapore (SSMC) together with our joint venture partner TSMC.

The Company also owns or leases other properties in multiple countries for use as administrative, sales or research and development facilities.

As of February 25, 2021, the Company owned or leased facilities for commercial office space, manufacturing and other purposes at locations in the Netherlands, the U.S. and multiple other countries.

On February [removed: 19, 2021] [added: 16, 2022] there were [removed: 15] [added: 14] shareholders of record and [removed: 514,298] [added: 741,000] beneficial shareholders of our common stock.

| First Quarter | | | [removed: 0.375] [added: 0.5625] | | | | | | [removed: 0.250] [added: 0.375] | | |

| Second Quarter | | | [removed: 0.375] [added: 0.5625] | | | | | | [removed: 0.250] [added: 0.375] | | |

| Third Quarter | | | [removed: 0.375] [added: 0.5625] | | | | | | 0.375 | | |

| Fourth Quarter | | | [removed: 0.375] [added: 0.5625] | | | | | | 0.375 | | |

In November 2019, the [removed: Board, as authorized by the 2019 annual general meeting] [added: board] of [removed: shareholders, authorized] [added: directors of NXP (the “Board”) approved] the repurchase of [added: shares up to a maximum of] $2 billion [removed: of shares] (the [removed: “2019] [added: "2019] Share Repurchase [removed: Program”).][added: Program").]

In addition, the Board approved the purchase of shares from participants in [removed: the Company's] [added: NXP's] equity programs who trade shares as trade for [removed: tax.][added: tax and this authorization will remain in effect until terminated by the Board.]

The following table provides a summary of share repurchase activity during the three months ended December 31, [removed: 2020:][added: 2021:]

The following graph shows a comparison, since December 31, [removed: 2015] [added: 2016] of cumulative total return for NXP, the Standard & Poor's 500 Index, and the Philadelphia Stock Exchange Semiconductor Index.

The graph assumes $100 (not in millions) invested on December 31, [removed: 2015] [added: 2016] in our common stock and each of the indices.

[removed: ][added: ]

| | | | 2021 | | | | | | 2020 | | |

On January 31, 2022, the board of directors of NXP approved a 50 percent increase in the quarterly cash dividend to $0.845 per ordinary share to be paid in cash on April 6, 2022 to shareholders of record as of March 15, 2022.

We currently expect to continue to pay dividends in the future.

In March 2021, the Board approved the repurchase of shares up to a maximum of $2 billion (the "2021 Share Repurchase Program"), and in August 2021, the Board increased the 2021 Share Repurchase Program authorization by $2 billion, for a total of $4 billion approved for the repurchase of shares under the 2021 Share Repurchase Program.

In January 2022, the Board approved the repurchase of shares up to a maximum of $2 billion (the "2022 Share Repurchase Program").

| October 4, 2021 – November 7, 2021 | | | | | | 2,164,950 | | | | | | $195.24 | | | | | | 1,548,400 | | | | | | 9,286,006 | | | | | | 616,550 | | |

| November 8, 2021 – December 5, 2021 | | | | | | 971,221 | | | | | | $220.28 | | | | | | 971,225 | | | | | | 8,226,693 | | | | | | (4) | | |

| December 6, 2021 – December 31, 2020 | | | | | | 502,822 | | | | | | $225.55 | | | | | | 502,949 | | | | | | 7,704,856 | | | | | | (127) | | |

| Total | | | | | | 3,638,993 | | | | | | | | | | | | 3,022,574 | | | | | | | | | | | | 616,419 | | |

| | | | 2020 | | | | | | 2019 | | |

Equity Compensation Plan Information

Information regarding our equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, will be contained in our Proxy Statement for our 2021 Annual Meeting of Stockholders under the caption “Equity Compensation Plan Information” and is incorporated by reference into this report.

Effective July 26, 2018, the board of directors of NXP (the “Board”), as authorized by the 2018 annual general meeting of shareholders, authorized the repurchase of $5 billion of the Company’s ordinary shares over a period of 18 months (the “2018 Share Repurchase Program”).

In October 2018, the board of directors of NXP increased the repurchase authorization under the 2018 Share Repurchase Program up to a maximum of 20% of issued share capital (approximately 69 million shares).

The 2018 Share Repurchase Program was completed in July 2019, and a total of 69 million shares were repurchased under this program.

This authorization will remain in effect until terminated by the Board.

During the fiscal year-ended December 31, 2020, NXP repurchased shares for an amount of $0.6 billion (representing 4.8 million shares) under the 2019 Share Repurchase Program and as trade for tax.

Under Dutch tax law, the repurchase of a company’s shares by an entity domiciled in the Netherlands results in a taxable event, unless exemptions apply.

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.

| September 28, 2020 – November 1, 2020 | | | | | | 427,399 | | | | | | $133.26 | | | | | | 14,913 | | | | | | 12,195,431 | | | | | | 412,486 | | |

| November 2, 2020 – November 29, 2020 | | | | | | 864,280 | | | | | | $145.43 | | | | | | 656,724 | | | | | | 9,753,343 | | | | | | 207,556 | | |

| November 30, 2020 – December 31, 2020 | | | | | | 468,879 | | | | | | $158.09 | | | | | | 435,898 | | | | | | 9,309,434 | | | | | | 32,981 | | |

| Total | | | | | | 1,760,558 | | | | | | | | | | | | 1,107,535 | | | | | | | | | | | | 653,023 | | |

The following table presents a summary of our selected historical consolidated financial data.

We prepare our financial statements in accordance with U.S. GAAP.

The results of operations for prior years are not necessarily indicative of the results to be expected for any future period.

On December 6, 2019, we acquired Marvell Technology Group Ltd.'s ("Marvell") Wireless WiFi Connectivity Business Unit, Bluetooth technology portfolio and related assets, for total consideration of $1.7 billion, net of closing adjustments.

The results of their operations and the estimated fair value of the assets acquired and liabilities assumed in the business combination are included in our financial statements from the date of acquisition forward.

On July 26, 2018, we received $2 billion in termination compensation from Qualcomm per the terms of the purchase contract.

On February 6, 2017, we divested our Standard Products (“SP”) business, receiving $2.6 billion in cash proceeds, net of cash divested.

Prior to February 6, 2017, the results of the SP business were included in the reportable segment SP.

The information set forth below for the five years ended December 31, 2020, is not necessarily indicative of results of future operations, and should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying notes thereto included in Part II, Item 8 of this Form 10-K to fully understand factors that may affect the comparability of the information presented below.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | As of and for the years ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| ($ in millions unless otherwise stated) | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017⁽¹⁾ | | | | | | 2016 | | |

| Consolidated statements of operations data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue(2) | | | 8,612 | | | | | | 8,877 | | | | | | 9,407 | | | | | | 9,256 | | | | | | 9,498 | | |

| Gross profit(3) | | | 4,235 | | | | | | 4,618 | | | | | | 4,851 | | | | | | 4,619 | | | | | | 4,069 | | |

| Total operating expenses(4) | | | (3,931) | | | | | | (4,002) | | | | | | (4,142) | | | | | | (4,092) | | | | | | (4,228) | | |

| Other income (expense)(5) | | | 114 | | | | | | 25 | | | | | | 2,001 | | | | | | 1,575 | | | | | | 9 | | |

| Operating income (loss) | | | 418 | | | | | | 641 | | | | | | 2,710 | | | | | | 2,102 | | | | | | (150) | | |

| Financial income (expense) | | | (417) | | | | | | (350) | | | | | | (335) | | | | | | (366) | | | | | | (453) | | |

| Net income (loss) attributable to stockholders | | | 52 | | | | | | 243 | | | | | | 2,208 | | | | | | 2,215 | | | | | | 200 | | |

| Earnings per share data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income per common share attributable to stockholders in $ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| •Basic | | | 0.19 | | | | | | 0.86 | | | | | | 6.78 | | | | | | 6.54 | | | | | | 0.59 | | |

| •Diluted | | | 0.18 | | | | | | 0.85 | | | | | | 6.72 | | | | | | 6.41 | | | | | | 0.58 | | |

| Weighted average number of shares of common stock outstanding during the year (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| •Basic | | | 279,763 | | | | | | 282.056 | | | | | | 325.781 | | | | | | 338.646 | | | | | | 338.477 | | |

| •Diluted | | | 283,809 | | | | | | 285.911 | | | | | | 328.606 | | | | | | 345.802 | | | | | | 347.607 | | |

| Cash dividends declared per share(6) | | | 1.50 | | | | | | 1.25 | | | | | | 0.50 | | | | | | — | | | | | | — | | |

| Cash dividends declared per share in EUR(6) | | | 1.29 | | | | | | 1.12 | | | | | | 0.43 | | | | | | — | | | | | | — | | |

| Consolidated balance sheet data(7): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | 2,275 | | | | | | 1,045 | | | | | | 2,789 | | | | | | 3,547 | | | | | | 1,894 | | |

| Total assets | | | 19,847 | | | | | | 20,016 | | | | | | 21,530 | | | | | | 24,049 | | | | | | 24,898 | | |

| Net assets | | | 9,151 | | | | | | 9,655 | | | | | | 10,690 | | | | | | 13,716 | | | | | | 11,156 | | |

| Working capital(8) | | | 2,307 | | | | | | 1,476 | | | | | | 2,947 | | | | | | 4,077 | | | | | | 3,386 | | |

| Total debt(9), (10) | | | 7,609 | | | | | | 7,365 | | | | | | 7,354 | | | | | | 6,565 | | | | | | 9,187 | | |

| Total stockholders’ equity | | | 8,944 | | | | | | 9,441 | | | | | | 10,505 | | | | | | 13,527 | | | | | | 10,935 | | |

| Common stock | | | 59 | | | | | | 64 | | | | | | 67 | | | | | | 71 | | | | | | 71 | | |

| Other operating data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Capital expenditures | | | (392) | | | | | | (526) | | | | | | (611) | | | | | | (552) | | | | | | (389) | | |

| Report of independent registered public accounting firm | | | [removed: [58](#i3a0bef55a4854c91b58b82665982b65b_73)] | | | [added: [54](#ic326f7beb0e44c20ad697d21ab7462e1_76) | | |]

| Consolidated Statements of Operations | | | [removed: [62](#i3a0bef55a4854c91b58b82665982b65b_76)] | | | [added: [59](#ic326f7beb0e44c20ad697d21ab7462e1_79) | | |]

| Consolidated Statements of Comprehensive Income | | | [removed: [63](#i3a0bef55a4854c91b58b82665982b65b_79)] | | | [added: [60](#ic326f7beb0e44c20ad697d21ab7462e1_82) | | |]

| Consolidated Balance Sheets | | | [removed: [64](#i3a0bef55a4854c91b58b82665982b65b_82)] | | | [added: [61](#ic326f7beb0e44c20ad697d21ab7462e1_85) | | |]

| Consolidated Statements of Cash Flows | | | [removed: [65](#i3a0bef55a4854c91b58b82665982b65b_88)] | | | [added: [62](#ic326f7beb0e44c20ad697d21ab7462e1_88) | | |]

| Consolidated Statements of Changes in Equity | | | [removed: [67](#i3a0bef55a4854c91b58b82665982b65b_91)] | | | [added: [64](#ic326f7beb0e44c20ad697d21ab7462e1_91) | | |]

| Notes to the Consolidated Financial Statements | | | [removed: [68](#i3a0bef55a4854c91b58b82665982b65b_94)] | | | [added: [65](#ic326f7beb0e44c20ad697d21ab7462e1_94) | | |]

We have audited the accompanying consolidated [removed: balance sheet of NXP Semiconductors N.V. (the Company) as of December 31, 2020, the related consolidated statement] [added: statements] of operations, comprehensive income, [added: cash flows and] changes in equity [added: of NXP Semiconductors N.V.] and [removed: cash flows] [added: subsidiaries (the Company)] for the year ended December 31, [removed: 2020,] [added: 2019,] and the related notes [removed: (collectively referred to as] [added: (collectively,] the [removed: “consolidated] [added: consolidated] financial [removed: statements”).][added: statements).]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [added: 2021 and] 2020, and the results of its operations and its cash flows for [added: each of] the [added: two years in the] period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission “(2013 framework)”, and our report dated February [removed: 25, 2021] [added: 24, 2022] expressed an [removed: unqualified] [added: adverse] opinion thereon.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our [removed: audit.][added: audits.]

[removed: February 25, 2021][added: 2021]

We have audited NXP Semiconductors N.V.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [added: because of the effect of the material weakness described below on the achievement of the objectives of the control criteria,] NXP Semiconductors N.V. (the Company) [added: has not] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance [removed: sheet] [added: sheets] of the Company as of December 31, [added: 2021 and] 2020, the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for the [removed: year] [added: years in the periods] ended December 31, [added: 2021 and] 2020 and the related notes [added: (collectively referred to as the “consolidated financial statements”).This material weakness was considered in determining the nature, timing] and [added: extent of audit tests applied in] our [added: audit of the 2021 consolidated financial statements, and this] report [added: does not affect our report] dated February [removed: 25, 2021] [added: 24, 2022, which] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of NXP Semiconductors N.V. [removed: and subsidiaries] (the Company) as of December 31, [removed: 2019,] [added: 2021 and 2020,] the related consolidated statements of operations, comprehensive income, [removed: cash flows and] changes in equity [added: and cash flows] for each of the [added: two] years in the [removed: two‑year] period ended December 31, [removed: 2019,] [added: 2021,] and the related notes [removed: (collectively,] [added: (collectively referred to as] the [removed: consolidated] [added: “consolidated] financial [removed: statements).][added: statements”).]

In our opinion, the consolidated financial statements present fairly, in all material respects, the [removed: financial position of the Company as of December 31, 2019, and the] results of [removed: its] operations [added: of the Company] and its cash flows for [removed: each of] the [removed: years in the two‑year period] [added: year] ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

Our responsibility is to express an opinion on these consolidated financial statements based on our [removed: audits.][added: audit.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenue | | | [removed: 8,612] [added: 11,063] | | | | | | [removed: 8,877] [added: 8,612] | | | | | | [removed: 9,407] [added: 8,877] | | |

| Cost of revenue | | | [removed: (4,377)] [added: (4,996)] | | | | | | [removed: (4,259)] [added: (4,377)] | | | | | | [removed: (4,556)] [added: (4,259)] | | |

| Gross profit | | | [removed: 4,235] [added: 6,067] | | | | | | [removed: 4,618] [added: 4,235] | | | | | | [removed: 4,851] [added: 4,618] | | |

| Research and development | | | [removed: (1,725)] [added: (1,936)] | | | | | | [removed: (1,643)] [added: (1,725)] | | | | | | [removed: (1,700)] [added: (1,643)] | | |

| Selling, general and administrative | | | [removed: (879)] [added: (956)] | | | | | | [removed: (924)] [added: (879)] | | | | | | [removed: (993)] [added: (924)] | | |

| Amortization of acquisition-related intangible assets | | | [removed: (1,327)] [added: (592)] | | | | | | [removed: (1,435)] [added: (1,327)] | | | | | | [removed: (1,449)] [added: (1,435)] | | |

| Total operating expenses | | | [removed: (3,931)] [added: (3,484)] | | | | | | [removed: (4,002)] [added: (3,931)] | | | | | | [removed: (4,142)] [added: (4,002)] | | |

| Other income (expense) | | | [removed: 114] [added: —] | | | | | | [removed: 25] [added: 114] | | | | | | [removed: 2,001] [added: 25] | | |

| Operating income (loss) | | | [removed: 418] [added: 2,583] | | | | | | [removed: 641] [added: 418] | | | | | | [removed: 2,710] [added: 641] | | |

| Extinguishment of debt | | | [removed: (60)] [added: (22)] | | | | | | [removed: (11)] [added: (60)] | | | | | | [removed: (26)] [added: (11)] | | |

| Other financial income (expense) | | | [removed: (357)] [added: (381)] | | | | | | [removed: (339)] [added: (357)] | | | | | | [removed: (309)] [added: (339)] | | |

| Income (loss) before income taxes | | | [removed: 1] [added: 2,180] | | | | | | [removed: 291] [added: 1] | | | | | | [removed: 2,375] [added: 291] | | |

| Benefit (provision) for income taxes | | | [removed: 83] [added: (272)] | | | | | | [removed: (20)] [added: 83] | | | | | | [removed: (176)] [added: (20)] | | |

| Results relating to equity-accounted investees | | | [removed: (4)] [added: (2)] | | | | | | [removed: 1] [added: (4)] | | | | | | [removed: 59] [added: 1] | | |

| Net income (loss) | | | [removed: 80] [added: 1,906] | | | | | | [removed: 272] [added: 80] | | | | | | [removed: 2,258] [added: 272] | | |

| Less: Net income (loss) attributable to non-controlling interests | | | [removed: 28] [added: 35] | | | | | | [removed: 29] [added: 28] | | | | | | [removed: 50] [added: 29] | | |

| Net income (loss) attributable to stockholders | | | [removed: 52] [added: 1,871] | | | | | | [removed: 243] [added: 52] | | | | | | [removed: 2,208] [added: 243] | | |

| – Basic | | | [removed: 0.19] [added: 6.91] | | | | | | [removed: 0.86] [added: 0.19] | | | | | | [removed: 6.78] [added: 0.86] | | |

| – Diluted | | | [removed: 0.18] [added: 6.79] | | | | | | [removed: 0.85] [added: 0.18] | | | | | | [removed: 6.72] [added: 0.85] | | |

| – Basic | | | [removed: 279,763] [added: 270,687] | | | | | | [removed: 282,056] [added: 279,763] | | | | | | [removed: 325,781] [added: 282,056] | | |

| – Diluted | | | [removed: 283,809] [added: 275,646] | | | | | | [removed: 285,911] [added: 283,809] | | | | | | [removed: 328,606] [added: 285,911] | | |

| \- Ernst & Young Accountants LLP; Eindhoven, the Netherlands; PCAOB ID: | | | 1396 | | | | | |

| \- KPMG Accountants N.V.; Amstelveen, the Netherlands; PCAOB ID: | | | 1012 | | | | | |

| | | | Effect on financial statements of material weakness in internal control over financial reporting | | |

| *Description of the Matter* | | | As disclosed in management’s report on internal control over financial reporting, the Company identified a material weakness as of December 31, 2021 associated with ineffective information technology general controls (ITGCs) in the areas of user access, change-management and IT operations over certain information technology (IT) systems that support the Company’s financial reporting processes. Automated and manual business process controls that are dependent on the affected ITGCs were also deemed ineffective, because they could have been adversely impacted to the extent that they rely upon information and configurations from the affected IT systems. This material weakness affects substantially all financial statement accounts. Auditing the significant financial statement accounts affected by the material weakness was determined to be a critical audit matter, because significant auditor judgment, including the assistance of IT professionals, was required to design and execute the incremental audit procedures related to the financial statement accounts that are reliant on IT systems impacted by the ineffective ITGCs and to assess the sufficiency of the procedures performed and evidence obtained. | | |

| *How We Addressed the Matter in Our Audit* | | | We used significant judgment and involved our IT professionals to determine the timing, nature and extent of incremental procedures to be performed over financial statement accounts that are reliant on IT systems impacted by the ineffective ITGCs, including the impacted automated and manual business process controls. These incremental procedures were performed closer to the balance sheet date and included, among others, lowering our testing thresholds, increasing sample sizes and manually testing the completeness and accuracy of system reports or other information generated by the Company’s impacted IT systems, including increasing the extent to which items selected for testing were agreed to source documents. | | |

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness associated with ineffective information technology general controls (ITGCs) in the areas of user access, change-management and IT operations, over certain information technology (IT) systems that support the Company’s financial reporting processes.

Automated and manual business process controls that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted to the extent that they rely upon information and configurations from the affected IT systems.

February 24, 2022

| Other current liabilities | | | 1,175 | | | | | | 966 | | |

| Purchase of equipment leased to others | | | (33) | | | | | | — | | | | | | — | | |

| Insurance recoveries received for equipment damage | | | 10 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,871 | | | | | | 1,871 | | | | | | 35 | | | | | | 1,906 | | |

| Treasury shares repurchased and retired | | | | | | (20,629) | | | | | | (3) | | | | | | (747) | | | | | | (1,420) | | | | | | | | | | | | (1,845) | | | | | | (4,015) | | | | | | | | | | | | (4,015) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2021 | | | | | | 264,950 | | | | | | 56 | | | | | | 13,727 | | | | | | (1,932) | | | | | | 48 | | | | | | (5,371) | | | | | | 6,528 | | | | | | 242 | | | | | | 6,770 | | |

| Year-ended December 31, 2021 | | | 1.1325 | | | | | | 1.1818 | | | | | | 1.2280 | | | | | | 1.1325 | | |

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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.

In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762, to reflect changes the U.S. Securities and Exchange Commission has made to its disclosure rules on guaranteed debt securities offerings.

The new rules replace the previously required condensed consolidating financial information with summarized financial information of the issuer and the guarantor and, among other things, require expanded qualitative disclosures.

We have elected to provide this information in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations as permitted by the new rules.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors—Certain Leases with Variable Lease Payments.

ASU 2021-05 continues to address any additional issues that may have arisen since the adoption of Topic 842 by public business entities.

The amendments in this Update affect lessors with lease contracts that (1) have variable lease payments that do not depend on a reference index or a rate and (2) would have resulted in the recognition of a selling loss at lease commencement if classified as sales-type or direct financing.

On July 6, 2021, we acquired Retune DSP for a total consideration of $15.7 million, net of closing adjustments.

(*) For the period ending December 31, 2021, the amount includes an impairment charge as a result of the discontinuation of an IPR&D project for an amount of $36 million.

| | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| | | | | | | | | | | | | 75 | | | | | | | | | | | | 61 | | |

| | | | (2) | | | | | | (4) | | | | | | 1 | | |

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

| | | | 2021 | | | | | | 2020 | | |

| Accrued compensation and benefits | | | 476 | | | | | | 286 | | |

| Income taxes payable | | | 82 | | | | | | 140 | | |

| Dividend payable | | | 149 | | | | | | 105 | | |

| Other | | | 468 | | | | | | 435 | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Supplementary Financial Data (unaudited) | | | [109](#i3a0bef55a4854c91b58b82665982b65b_190) | | |

| | | | | | | | | |

| Uncertain tax positions | | | | | | | | |

| *Description of the Matter* | | | | | | As discussed in Note 7, at December 31, 2020, the Company had approximately $161 million of unrecognized tax benefits associated with uncertain tax positions. Uncertainty in a tax position may arise as tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more-likely-than-not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. | | |

| | | | | | | As part of our initial audit, auditing the recognition and measurement of tax positions related to uncertain tax positions involved significant auditor judgment and use of tax professionals with specialized skills and knowledge because both the recognition and measurement of the tax positions are complex, highly judgmental and based on interpretations of tax laws and legal rulings. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to record the reserve for uncertain tax positions. For example, we tested controls over management’s evaluation of the technical merits of tax positions and identification of uncertain tax positions and the controls to measure the benefit of those tax positions, including management’s review of the inputs and calculations of unrecognized tax benefits resulting from uncertain tax positions. | | |

| | | | | | | To test the amounts recorded as uncertain tax positions we involved our tax professionals with specialized skills and knowledge to evaluate the technical merits of the Company’s tax positions. Our procedures included, among others, inspecting correspondence, assessments and settlements from the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. We also applied our knowledge and experience with the application of federal, foreign and state income tax laws to evaluate the Company’s accounting for those tax positions. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. We also evaluated the Company’s income tax disclosures included in Note 7 in relation to these matters. | | |

NXP Semiconductors N.V.

| Change in net unrealized gains (losses) available-for-sale securities * | | | — | | | | | | — | | | | | | 3 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Accrued liabilities | | | 966 | | | | | | 815 | | |

| Repayment of Bridge Loan | | | — | | | | | | — | | | | | | (1,000) | | |

| Proceeds from Bridge Loan | | | — | | | | | | — | | | | | | 1,000 | | |

| Cash paid for terminated acquisition adjustment event | | | — | | | | | | — | | | | | | (60) | | |

| Non-cash adjustment related to the adoption of ASC 606: | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2017 | | | | | | 342,924 | | | | | | 71 | | | | | | 15,960 | | | | | | (342) | | | | | | 177 | | | | | | (2,339) | | | | | | 13,527 | | | | | | 189 | | | | | | 13,716 | | |

| Treasury shares repurchased and retired | | | | | | (54,376) | | | | | | (4) | | | | | | (811) | | | | | | (3,353) | | | | | | | | | | | | (838) | | | | | | (5,006) | | | | | | | | | | | | (5,006) | | |

| Shareholder tax on repurchased shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (381) | | | | | | (381) | | | | | | | | | | | | (381) | | |

| Dividends non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (54) | | | | | | (54) | | |

| Cumulative effect adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | 8 | | | | | | 11 | | | | | | | | | | | | 11 | | |

Prior to January 1, 2019, HPMS was our sole reportable segment.

Corporate and Other represented the remaining portion to reconcile to the Consolidated Financial Statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”).

ASU 2016-02 is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months from the balance sheet date.

This accounting update also requires additional disclosures surrounding the amount, timing, and uncertainty of cash flows arising from leases.

ASU 2016-02 is effective for financial statements issued for annual and interim periods beginning after December 15, 2018 for public business entities and we have adopted the standard.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), followed in July 2018 by ASU 2018-10, Codification Improvements to Topic 842 Leases, and ASU 2018-11, Leases (Topic 842): Targeted Improvements.

Under the new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

As a result of this adoption and the required disclosures, the Company revised its accounting policy for leases as stated below.

The new standard became effective for us on January 1, 2019.

Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases.

See also Note 15, Leases.

We elected to adopt the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs, along with the practical expedient to use hindsight when determining the lease term.

If such facts

| Year-ended December 31, 2018 | | | 1.1451 | | | | | | 1.1794 | | | | | | 1.1352 | | | | | | 1.2431 | | |

The Company makes an assessment, both at the inception of the hedge relationship as well

No other distributor accounted for greater than 10% of our revenue for 2020, 2019 or 2018.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] based on the criteria established in “*Internal Control* - *Integrated Framework (2013)*” by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on [removed: that assessment] [added: this material weakness,] our management concluded that [removed: our] [added: as of December 31, 2021, the Company’s] internal control over financial reporting was [removed: effective as of December 31, 2020.][added: not effective.]

[removed: Because of these and other inherent limitations of control systems, there] [added: There] can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

The Company’s independent registered public accounting firm, Ernst & Young Accountants LLP, has issued an [added: adverse] audit report on the [added: effectiveness of the] Company’s internal control over financial [removed: reporting,] [added: reporting as of December 31, 2021,] which appears in Part II, Item 8 of this Form 10-K.

[removed: There] [added: Except for the material weakness identified during the quarter, as of December 31, 2021, there] were no [added: other] changes in the Company's internal control over financial reporting during the three and twelve month periods ended December 31, [removed: 2020,] [added: 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.

Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the end of the period covered by this Annual Report the disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting, described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The Company’s management identified a material weakness in our internal control over financial reporting associated with ineffective information technology general controls (ITGCs) in the areas of user access, change-management and IT operations over certain information technology (IT) systems that support the Company’s financial reporting processes.

Management also deemed ineffective our automated and manual business process controls that are dependent on the affected ITGCs, because they could have been adversely impacted to the extent that they rely upon information and configurations from the affected IT systems.

We believe that these control deficiencies were a result of: IT control processes lacking sufficient documentation such that the successful operation of ITGCs was overly dependent upon knowledge and actions of certain individuals for each applicable IT system; insufficient training of IT personnel on the importance of ITGCs; and risk-assessment processes being inadequate to identify and assess risks in IT environments that could impact internal control over financial reporting.

The material weakness did not result in any identified misstatements to the financial statements, and there were no changes to previously released financial results.

However, the deficiencies in IT General Controls created a more than remote possibility that a material misstatement to the Consolidated financial statements would not be prevented or detected on a timely basis.

Management has analyzed the material weaknesses and performed additional analysis and procedures in preparing our Consolidated financial statements.

We have concluded that our Consolidated financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented.

Apart from the material weaknesses described above, NXP’s management has not identified any other deficiencies.

Remediation

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

These remediation actions are ongoing and include or are expected to include:

–Expanding controls and/or applying other appropriate procedures to address the design and operation of ITGCs on systems supporting our financial processes.

–Creating and filling functions with an emphasis on IT compliance and oversight.

–Developing a training program addressing ITGCs and policies, including educating control owners concerning the principles and requirements of each control, with a focus on those related to user access and change-management over IT systems impacting financial reporting.

–Developing and maintaining policy documentation underlying ITGCs to promote knowledge transfer upon personnel and function changes.

–Developing enhanced risk assessment and control identification procedures.

–Implementing an IT management review and testing plan to monitor ITGCs with a specific focus on systems supporting our financial reporting processes.

–Enhanced quarterly reporting on the remediation measures to the Audit Committee of the Board of Directors.

As we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures to address control deficiencies or modify the remediation plans described above.

We believe that these actions will remediate the material weakness, however the weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management believes the foregoing plans will effectively remediate the deficiencies constituting the material weaknesses and intends the remediation of this material weakness to be completed prior to the end of fiscal 2022.

However, there is no assurance as to when such remediation will be completed.

As the remediation plans are or continue to be implemented, management may take additional measures or modify the plan elements described above.

Inherent Limitations on Effectiveness of Controls

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the end of the period covered by this Annual Report such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in reports we filed or submitted under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and included controls and procedures designed to ensure that information required to be disclosed in such reports was accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Control systems can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

PART III

Not applicable.

PART III

Information [added: required by this Item] regarding [removed: certain corporate governance] [added: our directors, executive officers] and [removed: other matters appearing] [added: governance, appears] under the captions [added: "Item 3: (Re-)appointment of Directors", "Executive Officers",] "Corporate [removed: Governance,"] [added: Governance" and] "How our Board Governs and Is [removed: Governed" and "Item 3: (Re-)appointment of Directors,"] [added: Governed",] in the [removed: 2021] [added: 2022] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2020] [added: 2021] in connection with the solicitation of proxies for the Company’s [removed: 2021] [added: 2022] annual meeting of shareholders, [removed: are] [added: and is] incorporated herein by reference.

Information regarding our directors and executive officers appears under the captions "Board of Directors" and "Executive Officers," respectively, in Part I, Item 1 of this report.

The Rules Governing the Board adopted by our Board of Directors, as well as the charters of each of the Audit Committee, the Governance and Nominating Committee and the Compensation Committee and the Code of Ethics are posted on the "Investors—Corporate Governance" section of our website at www.nxp.com.

The [removed: sections] [added: captions] entitled “Executive Compensation” and [removed: “Non-Employee Director Compensation”] [added: “How Our Directors Are Compensated”] in our [removed: 2021] [added: 2022] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2020,] [added: 2021,] are incorporated herein by reference.

The [removed: sections] [added: captions] entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our [removed: 2021] [added: 2022] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2020,] [added: 2021,] are incorporated herein by reference.

The information under the captions "Certain Relationships and Related Party Transactions," "Item 3: (Re-)appointment of Directors" and "How our Board Governs and Is Governed" in the [removed: 2021] [added: 2022] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2020,] [added: 2021,] are incorporated herein by reference.

The information under the captions "Independent Registered Public Accounting Firm," “Auditors' fees” and "Audit Committee Pre-Approval Policies" in the [removed: 2021] [added: 2022] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2020,] [added: 2021,] are incorporated herein by reference.

| 3.1 | | | | | | [removed: [Articles](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [of](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [Association] [added: [Articles] of [added: Association of] NXP Semiconductors N.V. dated June 9, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [(incorporated] [added: 2020 (incorporated] by reference to Exhibit [removed: 3.1](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [to the](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [Company's](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm)[quarterly report](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [on Form](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [10-Q](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [of] [added: 3.1 to the Company's quarterly report on Form 10-Q of] NXP Semiconductors N.V., filed [removed: on](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [July](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm)[28,](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm) [](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm)[2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm)] [added: on July 28, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm)] | | |

| [removed: 4.1*] [added: 4.1] | | | | | | [Description of the Company’s [removed: securities](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit41-descriptionofn.htm)] [added: securities](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit41.htm)] | | |

| 4.3 | | | | | | [Senior Indenture dated as of [removed: August 11, 2016,] [added: December 6, 2018,] among NXP [removed: B.V. and] [added: B.V.,] NXP Funding [removed: LLC as Issuers,] [added: LLC,] each of the guarantors party thereto and Deutsche Bank Trust Company Americas as [removed: Trustee] [added: trustee] (incorporated by reference to Exhibit [removed: 4.21] [added: 4.13] of the Form 20-F of NXP Semiconductors N.V. filed on March [removed: 3, 2017)](http://www.sec.gov/Archives/edgar/data/1413447/000119312517068664/d289369dex421.htm)] [added: 1, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019005657/nxpi-ex413_219.htm)] | | |

| 4.4 | | | | | | [Senior Indenture dated as of [removed: December 6, 2018,] [added: June 18, 2019,] among NXP B.V., NXP Funding LLC, [removed: each of the guarantors party thereto] [added: NXP USA, Inc. as Issuers, NXP Semiconductors N.V. as Guarantor] and Deutsche Bank Trust Company Americas as [removed: trustee] [added: Trustee] (incorporated by reference to Exhibit [removed: 4.13] [added: 4] of the Form [removed: 20-F] [added: 6-K] of NXP Semiconductors N.V. filed on [removed: March 1, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019005657/nxpi-ex413_219.htm)] [added: July 30, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex4_103.htm)] | | |

| 4.5 | | | | | | [Senior [removed: Indenture] [added: Indenture,] dated as of [removed: June 18, 2019,] [added: May 1, 2020,] among NXP B.V., NXP Funding LLC, NXP USA, Inc. as Issuers, NXP Semiconductors N.V. as Guarantor and Deutsche Bank Trust Company [removed: Americas] [added: Americas,] as Trustee (incorporated by reference to Exhibit [removed: 4 of] [added: 4.1 to] the [added: Company’s Current Report on] Form [removed: 6-K] [added: 8-K] of NXP Semiconductors [removed: N.V.] [added: N.V.,] filed on [removed: July 30, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex4_103.htm)] [added: May 1, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex41.htm)] | | |

| 4.6 | | | | | | [removed: [S](http://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex41.htm)[enior] [added: [Senior] Indenture, dated as of May [removed: 1, 2020, among](http://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex41.htm) [](http://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex41.htm)[NXP B.V., NXP Funding LLC, NXP USA, Inc. as] [added: 11, 2021, among the] Issuers, [removed: NXP Semiconductors N.V. as Guarantor] [added: the Company] and Deutsche Bank Trust Company Americas, as [removed: Trustee] [added: trustee] (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on May [removed: 1, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex41.htm)] [added: 11, 2021)](http://www.sec.gov/Archives/edgar/data/0001413447/000119312521157596/d59898dex41.htm)] | | |

| [removed: 4.7*] [added: 4.8] | | | | | | [Registration Rights Agreement, dated December 6, 2018, among NXP B.V. and NXP Funding LLC as Issuers, NXP Semiconductors N.V., NXP Semiconductors Netherlands B.V. and NXP USA, Inc. as Guarantors and Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the Initial [removed: Purchasers](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit47registrationrig.htm)] [added: Purchasers](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit47registrationrig.htm)] | | |

| [removed: 4.8*] [added: 4.9] | | | | | | [Registration Rights Agreement, dated June 18, 2019, among NXP B.V., NXP Semiconductors N.V., NXP Funding LLC and NXP USA, Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC as Representatives of the Initial [removed: Purchasers](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit48registrationrig.htm)] [added: Purchasers](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit48registrationrig.htm)] | | |

| [removed: 4.9] [added: 4.10] | | | | | | [Registration Rights Agreement, dated May 1, 2020, among NXP B.V., NXP Semiconductors N.V., NXP Funding LLC and NXP USA, Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as Representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on May 1, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex42.htm) | | |

| 10.5+ | | | | | | [Long Term Incentive Plan [removed: 2012/3 Terms and Conditions with regard to the Stock Option Plan, the Performance Stock Unit Plan, Restricted Stock Unit Plan and Share Plan (incorporated by reference to Exhibit 10.23 of the Form 20-F of NXP Semiconductors N.V. filed on March 1, 2013).](http://www.sec.gov/Archives/edgar/data/1413447/000119312513086161/d425549dex1023.htm) [Long Term Incentive Plan 2013/4 Terms and Conditions with regard to the Stock Option Plan, the Performance Stock Unit Plan and Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.22 of the Form 20-F of NXP Semiconductors N.V. filed on February 28, 2014).](http://www.sec.gov/Archives/edgar/data/1413447/000119312514075232/d625545dex1022.htm) [Long Term Incentive Plan 2014/5 Terms and Conditions with regard to the Stock Option Plan, the Performance Stock Unit Plan, the Restricted Stock Unit Plan and the Keep Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.22 of the Form 20-F of NXP Semiconductors N.V. filed on March 6, 2015).](http://www.sec.gov/Archives/edgar/data/1413447/000119312515080293/d819256dex1022.htm) [Long Term Incentive Plan] 2015/6 Terms and Conditions with regard to the Stock Option Plan, the Performance Stock Unit Plan and the Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.22 of the Form 20-F of NXP Semiconductors N.V. filed on February 26, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1413447/000119312516481954/d18493dex1022.htm) [Long Term Incentive Plan 2016/17 Terms and Conditions with regard to the Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.22 of the Form 20-F of NXP Semiconductors N.V. filed on March 3, 2017).](http://www.sec.gov/Archives/edgar/data/1413447/000119312517068664/d289369dex1022.htm) [Long Term Incentive Plan 2017/18 Terms and Conditions with regard to the Restricted Stock Unit Plan (incorporated by reference to Exhibit 4.6 of the Form S-8 of NXP Semiconductors N.V. filed on October 25, 2017 (File No. 333-221118)).](http://www.sec.gov/Archives/edgar/data/1413447/000119312517319407/d478115dex46.htm) [Long Term Incentive Plan 2018/19 Terms and Conditions with regard to the Performance Stock Units Plan (incorporated by reference to Exhibit 4.11 of the Form S-8 of NXP Semiconductors N.V. filed on September 14, 2018 (File No. 333-227332)).](http://www.sec.gov/Archives/edgar/data/1413447/000119312518273421/d608767dex411.htm) [Long Term Incentive Plan 2018/19 Terms and Conditions with regard to the Restricted Stock Units Plan (incorporated by reference to Exhibit 4.12 of the Form S-8 of NXP Semiconductors N.V. filed on September 14, 2018 (File No. 333-227332))](http://www.sec.gov/Archives/edgar/data/1413447/000119312518273421/d608767dex412.htm)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/1413447/000119312516481954/d18493dex1022.htm)] | | |

| 10.10+ | | | | | | [Employment [removed: Agreement] [added: Letter] between NXP [removed: B.V.] [added: USA, Inc.] and [removed: Mr. R.L. Clemmer] [added: Peter Kelly] dated [removed: July] [added: August] 17, [removed: 2009,] [added: 2018] and [removed: amendments dated October 16, 2013] [added: Employment Agreement between NXP Semiconductors N.V.] and [removed: November 28, 2018](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1011.htm) [(incorporated] [added: Mr. P Kelly effective June 19, 2012 (incorporated] by reference to Exhibit [removed: 10.11] [added: 10.12] to the Company's Annual Report on Form 10-K of NXP Semiconductors N.V., filed on February 27, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1011.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1012.htm)] | | |

| [removed: 10.11+] [added: 10.21+] | | | | | | [Employment [removed: Letter between NXP USA, Inc. and Peter Kelly] [added: Agreement] dated August [removed: 17, 2018 and Employment Agreement] [added: 25, 2021] between NXP [removed: Semiconductors N.V.] [added: USA, Inc.] and [removed: Mr. P Kelly effective June 19, 2012](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1012.htm) [(incorporated] [added: Jennifer Wuamett (incorporated] by reference to [removed: Exhibit 10.12] [added: 10.1] to the [removed: Company's Annual] [added: Company’s Current] Report on Form [removed: 10-K] [added: 8-K] of NXP Semiconductors N.V., filed on [removed: February 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1012.htm)] [added: August 26, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000077/jenniferwuamettemploymenta.htm)] | | |

| 10.12+ | | | | | | [removed: [Form] [added: [Summary] of [removed: 2015/2016] MT [removed: Grant Letter](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1013.htm) [](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1013.htm)[(incorporated] [added: Death Benefit Arrangement related to Equity Awards (incorporated] by reference to Exhibit [removed: 10.13] [added: 10.16] to the Company’s Annual Report on Form 10-K of NXP Semiconductors N.V., filed on February 27, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1013.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1016.htm)] | | |

| [removed: 10.13+] [added: 10.11+] | | | | | | [removed: [Form] [added: [Summary] of [removed: 2018] MT [removed: Annual Grant Letter](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1014.htm) [](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1014.htm)[(incorporated] [added: Change of Control Severance Arrangement (incorporated] by reference to Exhibit [removed: 10.14] [added: 10.15] to the Company’s Annual Report on Form 10-K of NXP Semiconductors N.V., filed on February 27, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1014.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1015.htm)] | | |

| [removed: 10.14+] [added: 10.20+] | | | | | | [removed: [Summary of MT Change] [added: [Form] of [removed: Control Severance Arrangement](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1015.htm) [](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1015.htm)[(incorporated] [added: Performance Restricted Stock Unit Award Agreement (incorporated] by reference to Exhibit [removed: 10.15] [added: 10.25] to the Company’s Annual Report on Form 10-K of NXP Semiconductors N.V., filed on February [removed: 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1015.htm)] [added: 25, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit1026formofpsuawar.htm)] | | |

| 10.15+ | | | | | | [removed: [Summary of MT Death Benefit Arrangement related to Equity Awards](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1016.htm) [](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1016.htm)[(incorporated] [added: [Management Agreement dated March 5, 2020 between the Company and Kurt Sievers (incorporated] by reference to Exhibit [removed: 10.16] [added: 10.1] to the Company’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] of NXP Semiconductors N.V., filed on [removed: February 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1016.htm)] [added: March 9, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_1.htm)] | | |

| [removed: 10.16] [added: 10.13] | | | | | | [Revolving Credit Agreement dated as of June 11, 2019, among NXP B.V. and NXP Funding LLC, the financial institutions from time to time party thereto, Barclays Bank PLC as Administrative Agent (incorporated by reference to Exhibit 2 of the Form 6-K of NXP Semiconductors N.V. filed on July 30, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex2_84.htm) | | |

| [removed: 10.17] [added: 10.14] | | | | | | [Guaranty, dated as of June 11, 2019, made by NXP Semiconductors N.V. and NXP USA, Inc. and Barclays Bank PLC, as Administrative Agent (incorporated by reference to Exhibit 3 of the Form 6-K of NXP Semiconductors N.V. filed on July 30, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex3_85.htm) | | |

| [removed: 10.18+] [added: 10.16+] | | | | | | [removed: [Management Agreement] [added: [Secondment Addendum] dated March 5, 2020 between [removed: the Company] [added: NXP Semiconductors Germany GmbH] and Kurt Sievers (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on March 9, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_1.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_2.htm)] | | |

| [removed: 10.19+] [added: 10.17+] | | | | | | [removed: [Secondment Addendum] [added: [Employment Agreement] dated [removed: March 5, 2020] [added: October 23, 2009] between NXP Semiconductors Germany GmbH and Kurt [removed: Sievers] [added: Sievers, as amended] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] of NXP Semiconductors N.V., filed on [removed: March 9, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_2.htm)] [added: April 28, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000026/a104exhibit104kurtsiever.htm)] | | |

| [removed: 10.20+] [added: 10.22+] | | | | | | [removed: [Agreement] [added: [Employment Agreement] dated [removed: March 5, 2020] [added: October 12, 2021] between NXP USA, Inc. and [removed: Richard L. Clemmer] [added: Bill Betz] (incorporated by reference to [removed: Exhibit 10.](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_3.htm)[3](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_3.htm) [to] [added: 10.1 to] the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on [removed: March 9, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_3.htm)] [added: October 12, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000082/executiveemploymentagreeme.htm)] | | |

| [removed: 10.21+] [added: 10.18+] | | | | | | [Employment Agreement dated [removed: October 23, 2009] [added: March 18, 2013] between NXP Semiconductors [removed: Germany GmbH] [added: N.V.] and [removed: Kurt Sievers, as amended] [added: Steve Owen] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V., filed on April 28, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000026/a104exhibit104kurtsiever.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000026/a105exhibitmtcontractste.htm)] | | |

| [removed: 10.22+] [added: 10.19+] | | | | | | [removed: [Employment] [added: [Form of Restricted Stock Unit Award] Agreement [removed: dated March 18, 2013 between NXP Semiconductors N.V. and Steve Owen] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V., filed on [removed: April 28, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000026/a105exhibitmtcontractste.htm)] [added: October 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000084/formofrsuawardagreement-.htm)] | | |

| [removed: 10.23] [added: 4.12] | | | | | | [removed: [Purchase] [added: [Registration Rights] Agreement, dated [removed: April 29, 2020,] [added: November 30, 2021,] among the Issuers, the Company and [removed: Goldman Sachs & Co. LLC,] BofA Securities, Inc., Deutsche Bank Securities [removed: Inc., Citigroup Global Markets] Inc. and Morgan Stanley & Co. LLC, as [removed: Initial Purchasers.] [added: Representatives.] (incorporated by reference to Exhibit [removed: 1.1] [added: 4.2] to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on [removed: May 1, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex11.htm)] [added: November 30, 2021)](http://www.sec.gov/Archives/edgar/data/0001413447/000119312521343743/d114195dex42.htm)] | | |

| [removed: 10.24+] [added: 10.23+] | | | | | | [Form of [added: Performance] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V., filed on [removed: October 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000084/formofrsuawardagreement-.htm)] [added: November 2, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000094/exhibit103formpsuaward.htm)] | | |

| 21.1* | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit211listofsubsidia.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/a211listofsubs2021.htm)] | | |

| 23.1* | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit231.htm)] | | |

| 23.2* | | | | | | [Consent of KPMG Accountants [removed: N.V.](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit232.htm)] [added: N.V.](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit232.htm)] | | |

| 31.1* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit311.htm)] | | |

| 31.2* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit312.htm)] | | |

| 32.1* | | | | | | [Section 1350 Certifications of Chief Executive Officer and Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit321.htm)] | | |

| 101 | | | | | | The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021 ,] formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income; (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Equity; and (vi) Notes to the Consolidated Financial Statements | | |

| 4.7 | | | | | | [Senior Indenture, dated as of November 30, 2021, among the Issuers, the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on November 30, 2021)](http://www.sec.gov/Archives/edgar/data/0001413447/000119312521343743/d114195dex41.htm) | | |

| 4.11 | | | | | | [Registration Rights Agreement, dated May 11, 2021, among the Issuers, the Company and Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as Representatives. (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on May 11, 2021)](http://www.sec.gov/Archives/edgar/data/0001413447/000119312521157596/d59898dex42.htm) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.25*+ | | | | | | [Form of Performance Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit1026formofpsuawar.htm) | | |

| Date: February [removed: 25, 2021] [added: 24, 2022] | | | | | | | | |

| | | | | | | [removed: Peter Kelly,] [added: William J. Betz,] Executive Vice President and Chief Financial Officer | | |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Jennifer Wuamett and [removed: Jean A.W. Schreurs,] [added: Timothy Shelhamer,] as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this Annual Report on Form 10-K, to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities indicated on February [removed: 25, 2021.][added: 24, 2022.]

| /s/SIR PETER BONFIELD | | | | | | [removed: /s/KENNETH A. GOLDMAN] [added: /s/ANNETTE CLAYTON] | | |

| Sir Peter Bonfield | | | | | | [removed: Kenneth A. Goldman] [added: Annette Clayton] | | |

| Non-executive Director and [removed: Chairman] [added: Chair] of the Board | | | | | | Non-executive Director | | |

| By: | | | | | | /s/ WILLIAM J. BETZ | | |

| /s/KURT SIEVERS | | | | | | /s/WILLIAM J. BETZ | | |

| Kurt Sievers | | | | | | William J. Betz | | |

| /s/ANTHONY FOXX | | | | | | /s/KENNETH A. GOLDMAN | | |

| Anthony Foxx | | | | | | Kenneth A. Goldman | | |

| Non-executive Director | | | | | | Non-executive Director | | |

| By: | | | | | | /s/ PETER KELLY | | |

| /s/KURT SIEVERS | | | | | | /s/PETER KELLY | | |

| Kurt Sievers | | | | | | Peter Kelly | | |