A Dark Vector Cognition product

Item 1. Financial Statements

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Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

($ in millions, unless otherwise stated)

For the three months ended
April 3, 2022April 4, 2021
Revenue3,1362,567
Cost of revenue(1,359)(1,212)
Gross profit1,7771,355
Research and development(518)(461)
Selling, general and administrative(251)(222)
Amortization of acquisition-related intangible assets(135)(180)
Total operating expenses(904)(863)
Other income (expense)——
Operating income (loss)873492
Financial income (expense):
Other financial income (expense)(105)(87)
Income (loss) before income taxes768405
Benefit (provision) for income taxes(114)(40)
Results relating to equity-accounted investees12(1)
Net income (loss)666364
Less: Net income (loss) attributable to non-controlling interests911
Net income (loss) attributable to stockholders657353
Earnings per share data:
Net income (loss) per common share attributable to stockholders in $
Basic2.501.27
Diluted2.481.25
Weighted average number of shares of common stock outstanding during the period (in thousands):
Basic263,089277,526
Diluted265,109283,263

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

($ in millions, unless otherwise stated)

For the three months ended
April 3, 2022April 4, 2021
Net income (loss)666364
Other comprehensive income (loss), net of tax:
Change in fair value cash flow hedges(4)(14)
Change in foreign currency translation adjustment(18)(42)
Change in net actuarial gain (loss)——
Total other comprehensive income (loss)(22)(56)
Total comprehensive income (loss)644308
Less: Comprehensive income (loss) attributable to non-controlling interests911
Total comprehensive income (loss) attributable to stockholders635297

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

($ in millions, unless otherwise stated)

April 3, 2022December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents2,6832,830
Accounts receivable, net925923
Inventories, net1,3111,189
Other current assets356286
Total current assets5,2755,228
Non-current assets:
Other non-current assets1,7011,346
Property, plant and equipment, net of accumulated depreciation of $4,805 and $4,6762,8142,635
Identified intangible assets, net of accumulated amortization of $3,059 and $3,0211,5771,694
Goodwill9,9549,961
Total non-current assets16,04615,636
Total assets21,32120,864
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable1,3691,252
Restructuring liabilities-current1625
Other current liabilities1,4601,175
Total current liabilities2,8452,452
Non-current liabilities:
Long-term debt10,57310,572
Restructuring liabilities1412
Deferred tax liabilities5357
Other non-current liabilities1,0761,001
Total non-current liabilities11,71611,642
Total liabilities14,56114,094
Equity:
Non-controlling interests251242
Stockholders’ equity:
Common stock, par value €0.20 per share:5656
Capital in excess of par value13,81913,727
Treasury shares, at cost:
11,966,850 shares (2021: 9,569,359 shares)(2,433)(1,932)
Accumulated other comprehensive income (loss)2648
Accumulated deficit(4,959)(5,371)
Total stockholders’ equity6,5096,528
Total equity6,7606,770
Total liabilities and equity21,32120,864

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

($ in millions, unless otherwise stated)

For the three months ended
April 3, 2022April 4, 2021
Cash flows from operating activities:
Net income (loss)666364
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization310341
Share-based compensation8991
Amortization of discount (premium) on debt, net1—
Amortization of debt issuance costs22
Net (gain) loss on sale of assets(1)—
(Gain) loss on equity security, net(4)(3)
Results relating to equity-accounted investees(12)1
Deferred tax expense (benefit)(33)12
Changes in operating assets and liabilities:
(Increase) decrease in receivables and other current assets(61)(95)
(Increase) decrease in inventories(122)(26)
Increase (decrease) in accounts payable and other liabilities26651
Decrease (increase) in other non-current assets(247)(8)
Exchange differences—(1)
Other items23
Net cash provided by (used for) operating activities856732
Cash flows from investing activities:
Purchase of identified intangible assets(43)(37)
Capital expenditures on property, plant and equipment(280)(150)
Purchase of equipment leased to others(5)—
Proceeds from disposals of property, plant and equipment1—
Purchase of interests in businesses, net of cash acquired(4)—
Purchase of investments—(2)
Proceeds from sale of investments—8
Proceeds from return of equity investment2—
Net cash provided by (used for) investing activities(329)(181)
Cash flows from financing activities:
Cash paid for debt issuance costs(1)—
Dividends paid to common stockholders(149)(105)
Proceeds from issuance of common stock through stock plans2831
Purchase of treasury shares and restricted stock unit withholdings(552)(905)
Net cash provided by (used for) financing activities(674)(979)
Effect of changes in exchange rates on cash positions—(5)
Increase (decrease) in cash and cash equivalents(147)(433)
Cash and cash equivalents at beginning of period2,8302,275
Cash and cash equivalents at end of period2,6831,842
Supplemental disclosures to the condensed consolidated cash flows
Net cash paid during the period for:
Interest4556
Income taxes, net of refunds12240
Net gain (loss) on sale of assets:
Cash proceeds from the sale of assets1—
Book value of these assets——
Non-cash investing activities:
Non-cash capital expenditures246121

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

($ in millions, unless otherwise stated)

Outstanding number of shares (in thousands)Common stockCapital in excess of par valueTreasury shares at costAccumulated other comprehensive income (loss)Accumulated deficitTotal stock- holders’ equityNon- controlling interestsTotal equity
Balance as of December 31, 2021264,9505613,727(1,932)48(5,371)6,5282426,770
Net income (loss)6576579666
Other comprehensive income(22)(22)(22)
Share-based compensation plans929292
Shares issued pursuant to stock awards25651(23)2828
Treasury shares repurchased and retired(2,653)(552)(552)(552)
Dividends common stock ($0.845 per share)(222)(222)(222)
Balance as of April 3, 2022262,5535613,819(2,433)26(4,959)6,5092516,760
Outstanding number of shares (in thousands)Common stockCapital in excess of par valueTreasury shares at costAccumulated other comprehensive income (loss)Accumulated deficitTotal stock- holders’ equityNon- controlling interestsTotal equity
Balance as of December 31, 2020280,4755914,133(1,037)117(4,328)8,9442079,151
Net income (loss)35335311364
Other comprehensive income(56)(56)(56)
Share-based compensation plans919191
Shares issued pursuant to stock awards36137(6)3131
Treasury shares repurchased and retired(5,087)(905)(905)(905)
Dividends common stock ($0.5625 per share)(155)(155)(155)
Balance as of April 4, 2021275,7495914,224(1,905)61(4,136)8,3032188,521

See accompanying notes to the Condensed Consolidated Financial Statements

NXP SEMICONDUCTORS N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

All amounts in millions of $ unless otherwise stated

1 Basis of Presentation and Overview

We prepared our interim condensed consolidated financial statements that accompany these notes in conformity with U.S. generally accepted accounting principles, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2021.

We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

2 Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies

For a discussion of our significant accounting policies see, “Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended December 31, 2021.

Accounting standards recently adopted

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

3 Acquisitions and Divestments

2022

There were no material acquisitions or divestments during the first three months of 2022.

2021

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

4 Supplemental Financial Information

Statement of Operations Information:

Disaggregation of revenue

The following table presents revenue disaggregated by sales channel:

For the three months ended
April 3, 2022April 4, 2021
Distributors1,6801,468
Original Equipment Manufacturers and Electronic Manufacturing Services1,4121,064
Other4435
Total3,1362,567

Depreciation, amortization and impairment

For the three months ended
April 3, 2022April 4, 2021
Depreciation of property, plant and equipment142132
Amortization of internal use software22
Amortization of other identified intangible assets 1)166207
Total - Depreciation, amortization and impairment310341
  1. For the three month period ending April 4, 2021, the amount includes an impairment charge as a result of the discontinuation of an IPR&D project for an amount of $36 million.

Financial income and expense

For the three months ended
April 3, 2022April 4, 2021
Interest income21
Interest expense(104)(87)
Total interest expense, net(102)(86)
Foreign exchange rate results—1
Miscellaneous financing costs/income and other, net(3)(2)
Total other financial income/ (expense)(3)(1)
Total - Financial income and expenses(105)(87)

Earnings per share

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

For the three months ended
April 3, 2022April 4, 2021
Net income (loss)666364
Less: net income (loss) attributable to non-controlling interests911
Net income (loss) attributable to stockholders657353
Weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)263,089277,526
Plus incremental shares from assumed conversion of:
Options 1)321416
Restricted Share Units, Performance Share Units and Equity Rights 2)1,6995,321
Dilutive potential common shares2,0205,737
Adjusted weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)265,109283,263
EPS attributable to stockholders in $:
Basic net income (loss)2.501.27
Diluted net income (loss)2.481.25
  1. There were no stock options to purchase shares of NXP’s common stock that were outstanding in Q1 2022 (Q1 2021: no shares) that were anti-dilutive and were not included in the computation of diluted EPS because the exercise price was greater than the average fair market value of the common stock or the number of shares assumed to be repurchased using the proceeds of unrecognized compensation expense and exercise prices were greater than the weighted average number of shares underlying outstanding stock options.

  2. There were 0.2 million unvested RSUs, PSUs and equity rights that were outstanding in Q1 2022 (Q1 2021: no shares) that were anti-dilutive and were not included in the computation of diluted EPS because the number of shares assumed to be repurchased using the proceeds of unrecognized compensation expense were greater than the weighted average number of outstanding unvested RSUs, PSUs and equity rights or the performance goal has not been met yet.

Balance Sheet Information

Cash and cash equivalents

At April 3, 2022 and December 31, 2021, our cash balance was $2,683 million and $2,830 million, respectively, of which $185 million and $208 million was held by SSMC, our consolidated joint venture company with TSMC. Under the terms of our joint venture agreement with TSMC, a portion of this cash can be distributed by way of a dividend to us, but 38.8% of the dividend will be paid to our joint venture partner.

Inventories

The portion of finished goods stored at customer locations under consignment amounted to $9 million as of April 3, 2022 (December 31, 2021: $12 million).

Inventories are summarized as follows:

April 3, 2022December 31, 2021
Raw materials118107
Work in process974846
Finished goods219236
1,3111,189

The amounts recorded above are net of allowance for obsolescence of $121 million as of April 3, 2022 (December 31, 2021: $120 million).

Equity Investments

At April 3, 2022 and December 31, 2021, the total carrying value of investments in equity securities is summarized as follows:

April 3, 2022December 31, 2021
Marketable equity securities1718
Non-marketable equity securities1119
Equity-accounted investments8975
117112

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

April 3, 2022December 31, 2021
Shareholding %AmountShareholding %Amount
Wise Road Industry Investment Fund I, L.P.8.41%438.41%31
Others—46—44
8975

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

For the three months ended
April 3, 2022April 4, 2021
Company’s share in income (loss)11(1)
Other results1—
12(1)

Other current liabilities

Other current liabilities at April 3, 2022 and December 31, 2021 consisted of the following:

April 3, 2022December 31, 2021
Accrued compensation and benefits537476
Income taxes payable10082
Dividend payable222149
Other601468
1,4601,175

Accumulated other comprehensive income (loss)

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

Currency translation differencesChange in fair value cash flow hedgesNet actuarial gain/(losses)Accumulated Other Comprehensive Income (loss)
As of December 31, 2021207—(159)48
Other comprehensive income (loss) before reclassifications(18)(6)—(24)
Amounts reclassified out of accumulated other comprehensive income (loss)—1—1
Tax effects—1—1
Other comprehensive income (loss)(18)(4)—(22)
As of April 3, 2022189(4)(159)26

Cash dividends

The following dividends were declared during the first quarters of 2022 and 2021 under NXP’s quarterly dividend program:

Fiscal year 2022Fiscal year 2021
Dividend per shareAmountDividend per shareAmount
First quarter0.8452220.5625155

The dividend declared in the first quarter (not yet paid) is classified in the condensed consolidated balance sheet in other current liabilities as of April 3, 2022 and was subsequently paid on April 6, 2022.

5 Restructuring

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

The following table presents the changes in restructuring liabilities in 2022:

As of January 1, 2022AdditionsUtilizedReleasedOther changesAs of April 3, 2022
Restructuring liabilities37—(5)(1)(1)30

There were no restructuring costs incurred for the three month period ended April 3, 2022 and the utilization of the restructuring liabilities mainly reflects the execution of ongoing restructuring programs the Company initiated in earlier years (April 4, 2021: no restructuring costs incurred).

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

For the three months ended
April 3, 2022April 4, 2021
Cost of revenue——
Research and development(1)—
Selling, general and administrative——
Net restructuring charges(1)—

6 Income Taxes

Benefit/provision for income taxes:

For the three months ended
April 3, 2022April 4, 2021
Tax expense (benefit)11440
Effective tax rate14.8%9.9%

Our provision for income taxes for the first three months of 2022 was of $114 million (14.8% effective tax rate) compared to a provision from income taxes of $40 million (9.9% effective tax rate) for the first three months of 2021. The increase in the income tax expense was due to higher income before income taxes as a result of the improved operational performance of the company which was partly offset by an increase in tax incentives also taking into account the effect of specific US tax law that became effective as from 2022. In addition to this, in the first three months of 2021 there was an income tax benefit due to changes in estimates of prior positions and due to a net change in the valuation allowance.

The Company benefits from income tax incentives in certain jurisdictions which provide that we pay reduced income taxes in those jurisdictions for a fixed period of time that varies depending on the jurisdiction. The predominant income tax holiday is expected to expire at the end of 2026. The impact of this tax holiday decreased foreign income taxes for the first quarter of 2022 by $3 million and decreased by $4 million for the first quarter 2021. The benefit of this tax holiday on net income per share (diluted) was $0.01 for the first quarter of 2022 and $0.01 for the first quarter of 2021.

7 Identified Intangible Assets

Identified intangible assets as of April 3, 2022 and December 31, 2021, respectively, were composed of the following:

April 3, 2022December 31, 2021
Gross carrying amountAccumulated amortizationGross carrying amountAccumulated amortization
In-process R&D (IPR&D) 1)53—96—
Marketing-related——81(81)
Customer-related851(336)852(325)
Technology-based3,732(2,723)3,686(2,615)
Identified intangible assets4,636(3,059)4,715(3,021)
(1) IPR&D is not subject to amortization until completion or abandonment of the associated research and development effort.

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

2022 (remaining)457
2023397
2024212
2025113
202668
Thereafter330

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

The expected weighted average remaining life of identified intangibles is 4 years as of April 3, 2022 (December 31, 2021: 4 years).

8 Debt

The following table summarizes the outstanding debt as of April 3, 2022 and December 31, 2021:

April 3, 2022December 31, 2021
MaturitiesAmountInterest rateAmountInterest rate
Fixed-rate 4.625% senior unsecured notesJun, 20239004.6259004.625
Fixed-rate 4.875% senior unsecured notesMar, 20241,0004.8751,0004.875
Fixed-rate 2.7% senior unsecured notesMay, 20255002.7005002.700
Fixed-rate 5.35% senior unsecured notesMar, 20265005.3505005.350
Fixed-rate 3.875% senior unsecured notesJun, 20267503.8757503.875
Fixed-rate 3.15% senior unsecured notesMay, 20275003.1505003.150
Fixed-rate 5.55% senior unsecured notesDec, 20285005.5505005.550
Fixed-rate 4.3% senior unsecured notesJun, 20291,0004.3001,0004.300
Fixed-rate 3.4% senior unsecured notesMay, 20301,0003.4001,0003.400
Fixed-rate 2.5% senior unsecured notesMay, 20311,0002.5001,0002.500
Fixed-rate 2.65% senior unsecured notesFeb, 20321,0002.6501,0002.650
Fixed-rate 3.25% senior unsecured notesMay, 20411,0003.2501,0003.250
Fixed-rate 3.125% senior unsecured notesFeb, 20425003.1255003.125
Fixed-rate 3.25% senior unsecured notesNov, 20515003.2505003.250
Floating-rate revolving credit facility (RCF)Jun, 2024————
Total principal10,65010,650
Unamortized discounts, premiums and debt issuance costs(77)(78)
Total debt, including unamortized discounts, premiums, debt issuance costs and fair value adjustments10,57310,572
Current portion of long-term debt——
Long-term debt10,57310,572

9 Related-Party Transactions

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

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

For the three months ended
April 3, 2022April 4, 2021
Revenue and other income32
Purchase of goods and services11

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

April 3, 2022December 31, 2021
Receivables11
Payables33

10 Fair Value Measurements

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

Estimated fair value
Fair value hierarchyApril 3, 2022December 31, 2021
Assets:
Money market funds11,7632,111
Marketable equity securities11718
Derivative instruments-assets295
Liabilities:
Derivative instruments-liabilities2(8)(3)

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

Assets and liabilities measured at fair value on a recurring basis

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

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

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

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

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

As of April 3, 2022, the estimated fair value of current and non-current debt was $10.3 billion ($11.3 billion as of December 31, 2021). The fair value is estimated on the basis of broker-dealer quotes, which are Level 2 inputs. Accrued interest is included under accrued liabilities and not within the carrying amount or estimated fair value of debt.

11 Commitments and Contingencies

Purchase Commitments

The Company maintains purchase commitments with certain suppliers, primarily for raw materials, semi-finished goods and manufacturing services and for some non-production items. Purchase commitments for inventory materials are generally restricted to a forecasted time-horizon as mutually agreed upon between the parties. This forecasted time-horizon can vary for different suppliers. As of April 3, 2022, the Company had purchase commitments of $3,925 million, which are due through 2044. Our long-term obligations increased substantially in 2021 as we locked in long-term supply with our key manufacturing partners.

Litigation

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

Based on the most current information available to it and based on its best estimate, the Company also reevaluates at least on a quarterly basis the claims that have arisen to determine whether any new accruals need to be made or whether any accruals made need to be adjusted. Based on the procedures described above, the Company has an aggregate amount of $61 million accrued for potential and current legal proceedings pending as of April 3, 2022, compared to $65 million accrued at December 31, 2021 (without reduction for any related insurance reimbursements). The accruals are included in “Other current liabilities” and “Other non-current liabilities”. As of April 3, 2022, the Company’s related balance of insurance reimbursements was $45 million (December 31, 2021: $46 million) and is included in “Other current assets” and “Other non-current assets”.

The Company also estimates the aggregate range of reasonably possible losses in excess of the amount accrued based on currently available information for those cases for which such estimate can be made. The estimated aggregate range requires significant judgment, given the varying stages of the proceedings, the existence of multiple defendants (including the Company) in such claims whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the claims, and the attendant uncertainty of the various potential outcomes of such claims. Accordingly, the Company’s estimate will change from time to time, and actual losses may be more than the current estimate. As at April 3, 2022, the Company believes that for all litigation pending its potential aggregate exposure to loss in excess of the amount accrued (without reduction for any amounts that may possibly be recovered under insurance programs) could range between $0 and $63 million. Based upon our past experience with these matters, the Company would expect to receive additional insurance reimbursement of up to $49 million on certain of these claims that would partially offset the potential aggregate exposure to loss in excess of the amount accrued.

In addition, the Company is currently assisting Motorola in the defense of personal injury lawsuits due to indemnity obligations included in the agreement that separated Freescale from Motorola in 2004. The multi-plaintiff Motorola lawsuits are pending in the Circuit Court of Cook County, Illinois. These claims allege a link between working in semiconductor manufacturing clean room facilities and birth defects in 17 individuals. The Motorola suits allege exposures between 1981 and 2006. Each claim seeks an unspecified amount of damages for the alleged injuries; however, legal counsel representing the plaintiffs has indicated they will seek substantial compensatory and punitive damages from Motorola for the entire inventory of claims which, if proven and recovered, the Company considers to be material. A portion of any indemnity due to Motorola will be reimbursed to NXP if Motorola receives an indemnification payment from its insurance coverage. Motorola has potential insurance coverage for many of the years indicated above, but with differing types and levels of coverage, self-insurance retention amounts and deductibles. We are in discussions with Motorola and their insurers regarding the availability of applicable insurance coverage for each of the individual cases. Motorola and NXP have denied liability for these alleged injuries based on numerous defenses.

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