Item 1A. Risk Factors

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Item 1A. Risk Factors

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

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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

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


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

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

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