Item 19. Exhibits

215K characters. Original on sec.gov · Markdown

Item 19. Exhibits

| --- | --- |


Exhibit Number		Description of Document

2.1#		Sale and Purchase Agreement, dated as of December 22, 2010, between NXP Semiconductors N.V., NXP B.V., the Dover Corporation, Knowles Electronics, LLC and EFF Acht Beteiligungsverwaltung GmbH (incorporated by reference to Exhibit 2.1 of the Form 20-F of NXP Semiconductors N.V. filed on March 13, 2012)

3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Amendment No. 7 to the Registration Statement on Form F-1 of NXP Semiconductors N.V., filed on August 2, 2010 (File No. 333-166128))

3.2		Articles of Association of NXP Semiconductors N.V. (incorporated by reference to Exhibit 3.2 of Amendment No. 7 to the Registration Statement on Form F-1 of NXP Semiconductors N.V., filed on August 2, 2010 (File No. 333-166128))

4.1		Secured Term Credit Agreement dated March 4, 2011, as amended by (i) the Joinder and Amendment Agreement dated as of November 18, 2011, (ii) the New Term Loan Joinder Agreement dated as of February 16, 2012, (iii) the New Term Loan Joinder Agreement dated as of December 10, 2012, (iv) the 2013 New Term Loan Joinder Agreement dated as of November 27, 2013, and (v) the 2014 New Term Loan Joinder Agreement dated as of February 18, 2014, among NXP B.V. and NXP Funding LLC as borrowers, Barclays Bank PLC as Administrative Agent, Morgan Stanley Senior Funding, Inc. as Global Collateral Agent, Mizuho Corporate Bank, Ltd. as Taiwan Collateral Agent, and the lenders party thereto. (incorporated by reference to Exhibit 4.8 of the Form 20-F of NXP Semiconductors N.V. filed on March 13, 2012)

4.2		Secured Revolving Credit Agreement dated April 27, 2012, as amended by an Incremental Joinder Agreement dated as of October 29, 2012, among NXP Semiconductors N.V., NXP B.V. and NXP Funding LLC as borrower, Morgan Stanley Senior Funding, Inc. as Global Collateral Agent and Administrative Agent, Mizuho Corporate Bank, Ltd. as Taiwan Collateral Agent and the lenders party thereto. (incorporated by reference to Exhibit 4.10 of the Form 20-F of NXP Semiconductors N.V. filed on March 1, 2013)

4.3		Senior Unsecured Indenture dated as of February 14, 2013 among NXP B.V. and NXP Funding LLC as Issuers, each of the Guarantors named on the signature page thereto as borrower and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to Exhibit 4.13 of Form 20-F of NXP Semiconductors N.V. filed on March 13, 2012)

4.4		Senior Unsecured Indenture dated as of March 12, 2013 among NXP B.V. and NXP Funding LLC as Issuers, each of the Guarantors named on the signature pages thereto and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to Exhibit 4.7 of the Form-20F of NXP Semiconductors N.V. filed on February 28, 2014)

4.5		Senior Unsecured Indenture dated as of May 20, 2013 among NXP B.V. and NXP Funding LLC as Issuers, each of the Guarantors named on the signature pages thereto and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to Exhibit 4.8 of the Form-20F of NXP Semiconductors N.V. filed on February 28, 2014)

4.6		Senior Unsecured Indenture dated as of September 24, 2013 among NXP B.V. and NXP Funding LLC as Issuers, each of the Guarantors named on the signature page thereto and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to Exhibit 4.9 of the Form-20F of NXP Semiconductors N.V. filed on February 28, 2014)

4.7		Senior Unsecured Indenture dated as of November 24, 2014 among NXP Semiconductors N.V. as Issuer and Deutsche Bank Trust Company Americas as Trustee

4.8		Agreement and Plan of Merger, dated as of March 1, 2015, by and among NXP Semiconductors N.V., Freescale Semiconductor, Ltd. and Nimble Acquisition Limited (incorporated by reference to Exhibit 1 of the Form 6-K of NXP Semiconductors N.V. filed on March 3, 2015)

4.9		Support Agreement, dated as of March 1, 2015, by and among NXP Semiconductors N.V., Freescale Holdings L.P. and certain limited partners of Freescale Holdings L.P. (incorporated by reference to Exhibit 2 of the Form 6-K of NXP Semiconductors N.V. filed on March 3, 2015)

4.10		Commitment Letter, dated as of March 1, 2015, by and among NXP B.V., Credit Suisse Securities (USA) LLC and Credit Suisse AG, Cayman Islands Branch (incorporated by reference to Exhibit 3 of the Form 6-K of NXP Semiconductors N.V. filed on March 3, 2015)


Exhibit Number		Description of Document

10.1		Intellectual Property Transfer and License Agreement dated as of September 28, 2006 between Koninklijke Philips Electronics N.V. and NXP B.V. (incorporated by reference to Exhibit 10.1 of the Amendment No. 3 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 30, 2010 (File No. 333-166128))

10.2		Intellectual Property Transfer and License Agreement dated as of November 16, 2009 among NXP B.V., Virage Logic Corporation and VL C.V. (incorporated by reference to Exhibit 10.2 of the Amendment No. 3 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 30, 2010 (File No. 333-166128))

10.3		Shareholders’ agreement dated as of March 30, 1999, as amended among EBD Investments Pte. Ltd., Koninklijke Philips Electronics N.V. and Taiwan Semiconductor Manufacturing Company Ltd. (incorporated by reference to Exhibit 10.4 of the Amendment No. 3 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 30, 2010 (File No. 333-166128))

10.4		Lease Agreement dated as of December 23, 2004 between Jurong Town Corporation and Systems on Silicon Manufacturing Company Pte. Ltd. for the property at No. 70 Pasir Ris Drive 1, Singapore (incorporated by reference to Exhibit 10.8 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.5		Lease Agreement dated September 26, 2003 between Huangjiang Investment Development Company and NXP Semiconductors (Guangdong) Company Ltd. for the property at Tian Mei High Tech Industrial Park, Huang, Jiang Town, Dongguan City, China (incorporated by reference to Exhibit 10.9 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.6		Building Lease Contract dated as of May 12th, 2000 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.10 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.7		Agreement with regard to the Lease of a Single (vehicle) Shelter dated as of October 30, 2009 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.11 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.8		Agreement with regard to the Lease of Standard Plant Basements dated as of July 1, 2011 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 4.8 of the Form-20F of NXP Semiconductors N.V. filed on February 28, 2014)

10.9		Agreement with regard to the Lease of a Single (vehicle) Shelter dated as of March 8, 2010 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.13 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.10		Agreement with regard to the Lease of Additional Land dated as of July 1, 2008 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.14 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.11		Agreement with regard to the Lease of a Dangerous Goods Warehouse dated as of November 27, 2009 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.15 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.12		Agreement with regard to the Lease of Land at Property Number AL012 dated as of July 1, 2008 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.18 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))


Exhibit Number		Description of Document

10.13		Agreement with regard to the Lease of Land at Property Number AL020 dated as of July 1, 2008 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.19 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.14		Agreement with regard to the Lease of Land at Property Number AL071 dated as of July 1, 2008 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.20 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.15		Agreement with regard to the Lease of Land at Property Number CL102 dated as of July 1, 2008 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.21 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.16		Agreement with regard to the Lease of Land dated as of September 30, 2008 between the Export Processing Zone Administration (Ministry of Economic Affairs) and NXP Semiconductors Taiwan Ltd. (incorporated by reference to Exhibit 10.22 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. 333-166128))

10.17		Management Equity Stock Option Plan Terms and Conditions dated August 2010 (incorporated by reference to Exhibit 10.19 of the Form-20F of NXP Semiconductors N.V. filed on March 13, 2012)

10.18		Management Equity Stock Option Plan Terms and Conditions dated January 2011 (incorporated by reference to Exhibit 10.20 of the Form-20F of NXP Semiconductors N.V. filed on March 13, 2012)

10.19		Long Term Incentive Plan 2010 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 10.21 of the Form-20F of NXP Semiconductors N.V. filed on March 13, 2012)

10.20		NXP Global Equity Incentive Program (incorporated by reference to Exhibit 10.26 of the Amendment No. 3 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 30, 2010 (File No. 333-166128))

10.21		Long Term Incentive Plan 2011 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 4.8 of the Form-20F of NXP Semiconductors N.V. filed on March 13, 2012)

10.22		Long Term Incentive Plan 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 10.22 of the Form-20F of NXP Semiconductors N.V. filed on March 1, 2013). 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-20F of NXP Semiconductors N.V. filed on February 28, 2014) and 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

10.23		Employee Stock Purchase Plan Terms and Conditions (incorporated by reference to Exhibit 4.1 of the Form S-8 of NXP Semiconductors N.V. filed on August 8, 2013)

12.1		Certification of R. Clemmer filed pursuant to 17 CFR 240. 13a-14(a)

12.2		Certification of P. Kelly filed pursuant to 17 CFR 240. 13a-14(a)

13.1		Certification of R. Clemmer furnished pursuant to 17 CFR 240. 13a-14(b)

13.2		Certification of P. Kelly furnished pursuant to 17 CFR 240. 13a-14(b)

21.1		List of Significant Subsidiaries of the Registrant

22		Consent of KPMG Accountants N.V.

#	Confidential treatment previously requested and granted

GLOSSARY


32 bit ARM microcontrollers		Microcontroller based on a 32-bit processor core developed and licensed by ARM Technologies.

AC-DC		Conversion of alternating current to direct current.

Analog		A form of transmission that is a continuous wave of an electrical signal that varies in frequency and/or amplitude in response to variations of physical phenomena such as human speech or music.

Back-end		The packaging, assembly and testing stages of the semiconductors manufacturing process, which takes place after electronic circuits are imprinted on silicon wafers in the front-end process.

BCDMOS		Bipolar CMOS DMOS. A process technology that combines elements of bipolar, CMOS and DMOS technology and is capable of handling high voltages.

BiCMOS		A process technology that combines bipolar and CMOS processes, typically by combining digital CMOS circuitry with higher voltage or higher speed bipolar circuitry.

Bipolar		A process technology used to create semiconductors for applications involving the use of higher power levels than are possible with a CMOS chip. Due to the geometry of a bipolar circuit, these devices are significantly larger than CMOS devices. The speed of the most advanced bipolar devices exceeds those attainable with CMOS, but only at very large electrical currents. As a result, the number of bipolar devices that can be integrated into a single product is limited.

Bluetooth low energy		Bluetooth low energy (BLE) is a wireless computer network technology that, in comparison with “classic” Bluetooth, requires considerably less power and provides a similar communication range. BLE has been included in the majority of smart phones for the past couple of years, with its initial application as the communication between the smart phone and other personal devices like fitness trackers and head-sets. Recently also other applications like communication with light bulbs are emerging.

CAN		Controller Area Network. A network technology used in automotive network architecture.

CATV		An abbreviation for cable television.

Car access and immobilizers		An automobile technology segment focused on keyless entry and car immobilization applications. An automobile immobilizer is an electronic device fitted to an automobile which prevents the engine from running unless the correct key (or other token) is present.

Chip		Semiconductor device.

CFL		Compact Fluorescent Light. A type of fluorescent lamp designed to replace an incandescent lamp, while using less power and increasing rated life.


CMOS		Complementary Metal Oxide Semiconductor. The most common integrated circuit fabrication technology in the semiconductor industry. The technology is used to make integrated circuits where small size and high speed are important. As a result of the very small feature sizes that can be attained through CMOS technology, however, the ability of these integrated circuits to cope with high electrical currents and voltages is limited.

Coolflux DSP		A low power digital signal processor designed for mobile audio applications.

Digital		A form of transmission where data is represented by a series of bits or discrete values such as 0 and 1.

Diode		A semiconductor that allows currents to flow in one direction only.

Discrete semiconductors		Unlike integrated circuits, which contain up to tens of millions of transistors, discrete semiconductors are single devices, usually with two terminals (diodes) or three terminals (transistors). These are either applied as peripheral components on printed circuit boards, or used for special purposes such as very high power applications.

DMOS		Diffused Metal on Silicon Oxide Semiconductor. A process technology used to manufacture integrated circuits that can operate at high voltage.

DSP		Digital signal processor. A specialized microprocessor optimized to process sequences of numbers or symbols which represent signals.

EMI filtering		Electromagnetic interference (or EMI, also called radio frequency interference or RFI when in high frequency or radio frequency) is disturbance that affects an electrical circuit due to either electromagnetic induction or electromagnetic radiation emitted from an external source.

e-passport		A passport with secure data source chip used in providing personalized information.

ESD		Electrostatic discharge. The sudden and momentary electric current that flows between two objects caused by direct contact or induced by an electrostatic field. This term is used in the context of electronics to describe momentary unwanted currents that may cause damage to electronic equipment.

Fab (or wafer fab)		A semiconductor fabrication facility in which front-end manufacturing processes take place.

Fabless semiconductor company		A semiconductor company that does not have any internal wafer fab manufacturing capacity but instead focuses on designing and marketing its products, while outsourcing manufacturing to an independent foundry.

FlexRay		A new communications protocol designed for the high data transmission rates required by advanced automotive control systems.

Foundry		A semiconductor manufacturer that manufactures chips for third parties.

Front-end		The wafer processing stage of the semiconductors manufacturing process in which electronic circuits are imprinted onto raw silicon wafers. This stage is followed by the packaging, assembly and testing stages, which together comprise the back-end process.

HDMI		High-Definition Multimedia Interface. A compact audio/video interface for transmitting uncompressed digital data.


I2 C		A multi-master serial single-ended computer bus that is used to attach low-speed peripherals to a motherboard, embedded system or mobile phone.

Integrated Circuit		Integrated Circuit. A miniaturized electronic circuit that has been manufactured in the surface of a thin substrate of semiconductor material.

ICN 4,6,8		NXP wafer fab facilities located in Nijmegen, Netherlands, processing 4”, 6” or 8” diameter wafers. As of end December 2014, only ICN 8 is still in use.

In-process research and development		The value allocated to incomplete research and development projects in acquisitions treated as purchases.

Leadframe		A thin layer of metal that connects the wiring from tiny electrical technicals on the semiconductor surface to the large scale circuitry on electrical devices and circuit boards. Leadframes are used in almost all semiconductor packages.

LDMOS		Laterally Diffused Metal Oxide Semiconductor. A transistor used in RF/microwave power amplifiers.

LED		Light Emitting Diode. A semiconductor device which converts electricity into light.

LIBOR		London Interbank Offered Rate. The benchmark rate at which interbank term deposits within the leadings banks in London would be charged if borrowing from other banks.

LIN		Local Interconnect Network. A network technology used in automotive network architecture.

LNA		Low-Noise Amplifier. An electronic amplifier used to amplify very weak signals.

Magneto-resistive device		A device fabricated with magneto-resistive material (material that has the ability to change the value of its electrical resistance when an external magnetic field is applied to it).

Memory		Any device that can store data in machine readable format. Usually used synonymously with random access memory and read only memory.

Microcontroller		A microprocessor combined with memory and interface integrated on a single circuit and intended to operate as an embedded system.

Micron		A metric unit of linear measure which equals one millionth of a meter. A human hair is about 100 microns in diameter.

MIFARE		Trademarked name, owned by NXP, for the most widely used contactless smart card, or proximity card, technology, for payment in transportation systems.

Mixed-signal		The mixed-signal part of an application solution refers to the devices and sub-system solutions that translate real world analog signals and phenomena such as radio frequency communication and power signals, sound, light, temperature, pressure, acceleration, humidity and chemical characteristics into digital or power signals that can be fed into the central microprocessing or storage devices at the heart of an application system solution.

MMIC		Monolithic Microwave Integrated Circuit. A type of integrated circuit device that operates at microwave frequencies.


MOS		Metal Oxide Semiconductor. A metal insulator semiconductor structure in which the insulating layer is an oxide of the substrate material.

MOSFET		Metal Oxide Semiconductor Field Effect Transistor. A device used for amplifying or switching electronic signals.

Nanometer		A metric unit of linear measure which equals one billionth of a meter. There are 1,000 nanometers in 1 micron.

NFC		Near field communication. A technology which allows devices to establish a secure point-to-point wireless connection at very close ranges (within several centimeters), and which is being increasingly adopted in mobile devices and point-of-sale terminals or other devices.

ODM		Original Design Manufacturer. A company which manufactures a product which ultimately will be branded by another firm for sale.

OEM		Original Equipment Manufacturer. A manufacturer that designs and manufactures its products for the end consumer market.

Power MOS		A specific type of metal oxide semiconductor designed to handle large amounts of power.

Power scaling		Design technique used to increase output power without changing the geometry, shape, or principle of operation.

Process technologies		The technologies used in front-end processes to convert raw silicon wafers into finished wafers containing hundreds or thousands of chips.

QAM		Quadrature-Amplitude Modulation

QPSK		Quadrature phase shift keying

Rectifier		An electrical device that converts alternating current to direct current.

RF		Radio Frequency. A high frequency used in telecommunications. The term radio frequency refers to alternating current having characteristics such that, if the current is input to an antenna, an electromagnetic (EM) field is generated suitable for wireless broadcasting and/or communications.

Radio Frequency Identification		An RF chip used for identification.

Semiconductors		Generic term for devices such as transistors and integrated circuits that control the flow of electrical signals. The most common semiconductor material for use in integrated circuits is silicon.

Silicon		A type of semiconducting material used to make wafers. Silicon is widely used in the semiconductor industry as a base material.

Silicon tuners		Semiconductor devices for receiving broadcast television signals. Silicon tuners are expected to displace mechanical can tuners as the dominant technology in television receivers.

SIM		Subscriber Identity Module. A smart card that stores the key identifying a cellular phone service subscriber and related information.

Solid State Lighting		A type of lighting that uses semiconductor light-emitting diodes (LEDs), organic light-emitting diodes (OLED), or polymer light-emitting diodes (PLED) as sources of illumination rather than electrical filaments, plasma or gas.


SPI		Serial Peripheral Interface Bus. A synchronous serial data link standard that operates in full duplex mode.

SS MOS		Small signal power discrete including a metal oxide semiconductor field effect transistor.

SS Transistor		A small signal transistor.

Substrate		The base material made from silicon on which an integrated circuit is printed.

Telematics		The science of sending, receiving and storing information via telecommunication devices.

Thyristor		A four-layer semiconductor that is often used for handling large amounts of electrical power.

UART		Universal Asynchronous Receiver/Transmitter. An integrated circuit used for serial communications over a computer or peripheral device serial port.

USB		Universal Serial Bus. A standard that provides a serial bus standard for connecting devices, usually to a computer.

Wafer		A disk made of a semiconducting material, such as silicon, usually either 100, 125, 150, 200 or 300 millimeters in diameter, used to form the substrate of a chip. A finished wafer may contain several thousand chips.

White goods		A term which refers to large household appliances such as refrigerators, stoves, dishwashers and other similar items.

Yield		The ratio of the number of usable products to the total number of manufactured products.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.


				NXP Semiconductors N.V. (Registrant)

/s/ RICK CLEMMER				/s/ PETER KELLY
Rick Clemmer				Peter Kelly
Chief Executive Officer (Principal Executive Officer)				Chief Financial Officer (Principal Financial and Accounting Officer)

Date: March 6, 2015

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial statements and related schedules, together with the report of independent registered public accounting firms thereon, are filed as part of this Annual Report:

Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm, KPMG Accountants N.V.
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012			F-3
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012			F-4
Consolidated Balance Sheets as of December 31, 2014 and 2013			F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012			F-6
Consolidated Statements of Changes in Equity for the years ended December 31, 2014, 2013 and 2012			F-7
Notes to the Consolidated Financial Statements			F-8

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

NXP Semiconductors N.V.:

We have audited the accompanying consolidated balance sheets of NXP Semiconductors N.V. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2014. We also have audited NXP Semiconductors N.V.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). NXP Semiconductors N.V.’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NXP Semiconductors N.V. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also in our opinion, NXP Semiconductors N.V. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


/s/ KPMG Accountants N.V.
Amstelveen, the Netherlands
March 6, 2015

F-2

NXP Semiconductors N.V.

Consolidated Statements of Operations


($ in millions, unless otherwise stated)	For the years ended December 31,
	2014			2013			2012

Revenue		5,647			4,815			4,358
Cost of revenue		(3,007	)		(2,638	)		(2,370	)


Gross profit		2,640			2,177			1,988

Research and development		(763	)		(639	)		(628	)
Selling, general and administrative		(838	)		(896	)		(977	)
Other income (expense)		10			9			29


Operating income (loss)		1,049			651			412

Financial income (expense):
Extinguishment of debt		(3	)		(114	)		(161	)
Other financial income (expense)		(407	)		(160	)		(276	)


Income (loss) before income taxes		639			377			(25	)

Benefit (provision) for income taxes		(40	)		(20	)		(1	)
Results relating to equity-accounted investees		8			58			(27	)


Income (loss) from continuing operations		607			415			(53	)

Income (loss) on discontinued operations, net of tax		—			—			1


Net income (loss)		607			415			(52	)

Less: Net income (loss) attributable to non-controlling interests		68			67			63

Net income (loss) attributable to stockholders		539			348			(115	)

Earnings per share data:
Basic earnings per common share attributable to stockholders in $
– Income (loss) from continuing operations		2.27			1.40			(0.46	)
– Income (loss) from discontinued operations		—			—			—

– Net income (loss)		2.27			1.40			(0.46	)
Diluted earnings per common share attributable to stockholders in $
– Income (loss) from continuing operations		2.17			1.36			(0.46	)
– Income (loss) from discontinued operations		—			—			—

– Net income (loss)		2.17			1.36			(0.46	)

Weighted average number of shares of common stock outstanding during the year (in thousands)
– Basic		237,954			248,526			248,064
– Diluted		248,609			255,050			248,064

See accompanying notes to the consolidated financial statements.

F-3

NXP Semiconductors N.V.

Consolidated Statements of Comprehensive Income


($ in millions, unless otherwise stated)	For the years ended December 31,
	2014			2013			2012

Net income (loss)		607			415			(52	)

Other comprehensive income (loss), net of tax:
Net investment hedge, net of deferred taxes of $0, $0 and $(8)		(214	)		68			18
Changes in fair value cash flow hedges, net of deferred taxes $0, $0 and $0		—			(9	)		—
Foreign currency translation adjustments		140			(27	)		10
Net actuarial gain (loss), net of deferred taxes of $2, $(10) and $3		(66	)		10			(51	)
Unrealized gains (losses) available-for-sale securities, net of deferred taxes of $0		1			—			—
Reclassification adjustments, net of deferred taxes of $0:
Changes in fair value cash flow hedges *		2			5			—

Total other comprehensive income (loss)		(137	)		47			(23	)

Total comprehensive income (loss)		470			462			(75	)

Less: Comprehensive income (loss) attributable to non-controlling interests		68			67			63


Total comprehensive income (loss) attributable to stockholders		402			395			(138	)

*	Included in Cost of revenue in the Consolidated Statements of Operations.

See accompanying notes to the consolidated financial statements.

F-4

NXP Semiconductors N.V.

Consolidated Balance Sheets


($ in millions, unless otherwise stated)	As of December 31,
	2014			2013

Assets
Current assets:
Cash and cash equivalents		1,185			670
Receivables, net		593			542
Assets held for sale		—			13
Inventories, net		755			740
Deferred tax assets		8			11
Other current assets		99			116


Total current assets		2,640			2,092


Non-current assets:
Investments in equity-accounted investees		71			52
Other non-current assets		365			144
Property, plant and equipment, net		1,123			1,048
Identified intangible assets, net		573			755
Goodwill		2,121			2,358


Total non-current assets		4,253			4,357


Total assets		6,893			6,449


Liabilities and equity
Current liabilities:
Accounts payable		729			544
Liabilities held for sale		—			1
Restructuring liabilities - current		37			103
Payroll and related benefits		295			260
Accrued liabilities		239			245
Short-term debt		20			40


Total current liabilities		1,320			1,193


Non-current liabilities:
Long-term debt		3,979			3,281
Pension and postretirement benefits		284			247
Restructuring liabilities		3			14
Other non-current liabilities		506			168


Total non-current liabilities		4,772			3,710


Equity:
Non-controlling interests		263			245
Stockholders’ equity:
Common stock, par value €0.20 per share:
Authorized: 430,503,000 shares (2013: 430,503,000 shares)
Issued and fully paid: 251,751,500 shares (2013: 251,751,500 shares)		51			51
Capital in excess of par value		6,300			6,175
Treasury shares, at cost: 19,171,454 shares (2013: 4,170,833 shares)		(1,219	)		(167	)
Accumulated deficit		(4,804	)		(5,105	)
Accumulated other comprehensive income (loss)		210			347


Total Stockholders’ equity		538			1,301

Total equity		801			1,546

Total liabilities and equity		6,893			6,449

See accompanying notes to the consolidated financial statements.

F-5

NXP Semiconductors N.V.

Consolidated Statements of Cash Flows


($ in millions, unless otherwise stated)	For the years ended December 31,
	2014			2013			2012

Cash flows from operating activities:
Net income (loss)		607			415			(52	)
(Income) loss from discontinued operations, net of tax		—			—			(1	)

Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization		405			514			533
Share-based compensation		133			88			52
Net (gain) loss on sale of assets		(10	)		(2	)		(20	)
(Gain) loss on extinguishment of debt		3			114			161
Results relating to equity-accounted investees		(8	)		(58	)		27
Changes in operating assets and liabilities:
(Increase) decrease in receivables and other current assets		(109	)		(35	)		2
(Increase) decrease in inventories		(42	)		(22	)		(61	)
Increase (decrease) in accounts payable and accrued liabilities		217			(76	)		61
Decrease (increase) in other non-current assets		30			13			26
Exchange differences		246			(62	)		(28	)
Other items		(4	)		2			22

Net cash provided by (used for) operating activities		1,468			891			722

Cash flows from investing activities:
Purchase of identified intangible assets		(36	)		(35	)		(29	)
Capital expenditures on property, plant and equipment		(329	)		(215	)		(251	)
Proceeds from disposals of property, plant and equipment		4			6			2
Proceeds from disposals of assets held for sale		6			—			—
Purchase of interests in businesses		(8	)		(1	)		(2	)
Proceeds from sale of interests in businesses		1			3			26
Proceeds from return of equity investment		—			4			12
Other		(25	)		(2	)		(1	)

Net cash provided by (used for) investing activities		(387	)		(240	)		(243	)

Cash flows from financing activities:
Net (repayments) borrowings of short-term debt		(17	)		(11	)		—
Amounts drawn under the revolving credit facility		800			530			760
Repayments under the revolving credit facility		(950	)		(610	)		(530	)
Repurchase of long-term debt		(92	)		(2,429	)		(1,676	)
Principal payments on long-term debt		(15	)		(18	)		(20	)
Proceeds from the issuance of long-term debt		1,150			2,251			967
Cash paid for debt issuance costs		(16	)		(23	)		(9	)
Proceeds from the sale of warrants		134			—			—
Cash paid for Notes hedge derivatives		(208	)		—			—
Dividends paid to non-controlling interests		(50	)		(48	)		(40	)
Purchase of non-controlling interest shares		—			(12	)		—
Cash proceeds from exercise of stock options		145			177			14
Purchase of treasury shares		(1,435	)		(405	)		(40	)

Net cash provided by (used for) financing activities		(554	)		(598	)		(574	)

Net cash provided by (used for) continuing operations		527			53			(95	)

Cash flows from discontinued operations:
Net cash provided by (used for) operating activities		—			—			—
Net cash provided by (used for) investing activities		—			—			(45	)
Net cash provided by (used for) financing activities		—			—			—

Net cash provided by (used for) discontinued operations		—			—			(45	)

Net cash provided by (used for) continuing and discontinued operations		527			53			(140	)
Effect of changes in exchange rates on cash positions		(12	)		—			14

Increase (decrease) in cash and cash equivalents		515			53			(126	)
Cash and cash equivalents at beginning of period		670			617			743

Cash and cash equivalents at end of period		1,185			670			617

See accompanying notes to the consolidated financial statements.

F-6

NXP Semiconductors N.V.

Consolidated Statements of Changes in Equity

For the years ended December 31, 2014, 2013 and 2012


($ in millions, unless otherwise stated)	Outstanding number of shares (in thousands)			Common stock		Capital in excess of par value			Treasury shares at cost			Accumulated deficit			Accumulated other comprehensive income (loss)			Total stockholders’ equity			Non- controlling interests			Total equity

Balance as of January 1, 2012		247,837			51		6,047			(57	)		(5,219	)		323			1,145			212			1,357

Net income (loss)													(115	)					(115	)		63			(52	)
Other comprehensive income																(23	)		(23	)					(23	)
Share-based compensation plans							52												52						52
Treasury shares		(1,245	)				8			(34	)								(26	)					(26	)
Shares issued pursuant to stock awards		2,434					(19	)		33									14						14
Equity classified financial instruments							2												2						2
Dividends non-controlling interests																						(40	)		(40	)

Balance as of December 31, 2012		249,026			51		6,090			(58	)		(5,334	)		300			1,049			235			1,284

Net income (loss)													348						348			67			415
Other comprehensive income																47			47						47
Share-based compensation plans							88												88						88
Treasury shares		(11,072	)							(405	)								(405	)					(405	)
Shares issued pursuant to stock awards		9,627								296			(119	)					177						177
Dividends non-controlling interests																						(48	)		(48	)
Purchase of non-controlling interest shares							(3	)											(3	)		(9	)		(12	)

Balance as of December 31, 2013		247,581			51		6,175			(167	)		(5,105	)		347			1,301			245			1,546

Net income (loss)													539						539			68			607
Other comprehensive income																(137	)		(137	)					(137	)
Share-based compensation plans							125												125						125
Treasury shares		(23,246	)							(1,435	)								(1,435	)					(1,435	)
Shares issued pursuant to stock awards		8,245								383			(238	)					145						145
Dividends non-controlling interests																						(50	)		(50	)

Balance as of December 31, 2014		232,580			51		6,300			(1,219	)		(4,804	)		210			538			263			801

See accompanying notes to the consolidated financial statements.

F-7

NXP Semiconductors N.V.

Notes to the Consolidated Financial Statements

All amounts in millions of $ unless otherwise stated

1 The Company

NXP Semiconductors N.V. (including our subsidiaries, referred to collectively herein as “NXP”, “NXP Semiconductors”, “we”, “our”, “us” and the “Company”) is a global semiconductor company incorporated in the Netherlands as a Dutch public company with limited liability (naamloze vennootschap). We provide leading High Performance Mixed Signal and Standard Product solutions that leverage our deep application insight and our technology and manufacturing expertise in radio frequency, analog, power management, interface, security and digital processing products. Our product solutions are used in a wide range of application areas including: automotive, identification, wireless infrastructure, lighting, industrial, mobile, consumer, computing and software solutions for mobile phones.

2 Significant Accounting Policies

Basis of presentation

The Consolidated Financial Statements include the accounts of the Company together with its consolidated subsidiaries, including NXP B.V. and all entities in which the Company holds a direct or indirect controlling interest, in such a way that the Company would have the power to direct the activities of the entity that most significantly impact the entity’s economic performance and the obligation to absorb the losses or the right to receive benefits of the entity that could be potentially significant to the Company. Investments in companies in which the Company exercises significant influence but does not control, are accounted for using the equity method. The Company’s share of the net income of these companies is included in results relating to equity-accounted investees in the consolidated statements of operations.

All intercompany balances and transactions have been eliminated in the Consolidated Financial Statements. Net income (loss) includes the portion of the earnings of subsidiaries applicable to non-controlling interests. The income (loss) and equity attributable to non-controlling interests are disclosed separately in the consolidated statements of operations and in the consolidated balance sheets under non-controlling interests.

Reclassifications

Certain items previously reported have been reclassified to conform to the current period presentation.

Certain prior year amounts relating to the cost basis of property, plant and equipment balances and the accumulated depreciation associated with buildings, machinery and installations and other equipment were adjusted, due to an immaterial error. The accumulated depreciation and cost basis of certain fully depreciated assets had been incorrectly presented resulting in an offsetting understatement of both the cost basis of property, plant and equipment and total accumulated depreciation. There was no change to total property, plant and equipment, net as of December 31, 2013 due to this adjustment.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair value measurements

Fair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for an identical asset or liability, we develop assumptions based on market observable data and, in the absence of such data, utilize internal information that we consider to be consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Priority is given to observable inputs. These two types of inputs form the basis for the following fair value hierarchy.

	•		Level 1: Quoted prices for identical assets or liabilities in active markets.

	•		Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and valuations based on models where the inputs are observable or where the significant value drivers are observable.

	•		Level 3: Significant inputs to the valuation model are unobservable.

Foreign currencies

The Company uses the U.S. dollar as its reporting currency. The functional currency of the Holding company is the euro. For consolidation purposes, the financial statements of the entities within the Company with a functional currency other than the U.S. dollar, are translated into U.S. dollars. Assets and liabilities are translated using the exchange rates on the applicable balance sheet dates. Income and expense items in the statements of operations, statements of comprehensive income and statements of cash flows are translated at monthly exchange rates in the periods involved.

F-8

The effects of translating the financial position and results of operations from functional currencies to reporting currency are recognized in other comprehensive income and presented as a separate component of accumulated other comprehensive income (loss) within stockholder’s equity. If the operation is a non-wholly owned subsidiary, then the relevant proportionate share of the translation difference is recorded under non-controlling interests.

The following table sets out the exchange rates for U.S. dollars into euros applicable for translation of NXP’s financial statements for the periods specified.


	$ per € 1
	period end		average(1)		high		low

2014		1.2155		1.3262		1.2155		1.3857
2013		1.3765		1.3285		1.2818		1.3765
2012		1.3190		1.2887		1.2238		1.3347

(1)	The average rates are the average rates based on monthly quotations.

The functional currency of foreign entities is generally the local currency, unless the primary economic environment requires the use of another currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations, except when the foreign exchange exposure is part of a qualifying cash flow or net investment hedge accounting relationship, in which case the related foreign exchange gains and losses are recognized directly in other comprehensive income to the extent that the hedge is effective and presented as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity. To the extent that the hedge is ineffective, such differences are recognized in the statement of operations. Currency gains and losses on intercompany loans that have the nature of a permanent investment are recognized as translation differences in other comprehensive income and are presented as a separate component of accumulated other comprehensive income (loss) within equity.

Derivative financial instruments including hedge accounting

The Company uses derivative financial instruments in the management of its foreign currency risks and the input costs of gold for a portion of our anticipated purchases within the next 12 months.

The Company measures all derivative financial instruments based on fair values derived from market prices of the instruments or from option pricing models, as appropriate, and records these as assets or liabilities in the balance sheet. Changes in the fair values are immediately recognized in the statement of operations unless cash flow hedge accounting is applied.

Changes in the fair value of a derivative that is highly effective and designated and qualifies as a cash flow hedge are recorded in accumulated other comprehensive income (loss), until earnings are affected by the variability in cash flows of the designated hedged item. The application of cash flow hedge accounting for foreign currency risks is limited to transactions that represent a substantial currency risk that could materially affect the financial position of the Company.

Foreign currency gains or losses arising from the translation of a financial liability designated as a hedge of a net investment in a foreign operation are recognized directly in other comprehensive income, to the extent that the hedge is effective, and are presented as a separate component of accumulated other comprehensive income (loss) within stockholders equity.

To the extent that a hedge is ineffective, the ineffective portion of the fair value change is recognized in the consolidated statement of operations. When the hedged net investment is disposed of, the corresponding amount in the accumulated other comprehensive income is transferred to the statement of operations as part of the profit or loss on disposal.

On initial designation of the hedge relationship between the hedging instrument and hedged item, the Company documents this relationship, including the risk management objectives and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value or cash flows of the respective hedged items attributable to the hedged risk, and whether the actual results of each hedge are within a range of 80-125 percent.

When cash flow hedge accounting is discontinued because it is not probable that a forecasted transaction will occur within a period of two months from the originally forecasted transaction date, the Company continues to carry the derivative on the consolidated balance sheets at its fair value, and gains and losses that were accumulated in other comprehensive income are recognized immediately in earnings. In situations in which hedge accounting is discontinued, the Company continues to carry the derivative at its fair value on the consolidated balance sheets, and recognizes any changes in its fair value in earnings.

Cash and cash equivalents

Cash and cash equivalents include all cash balances and short-term highly liquid investments with a maturity of three months or less at acquisition that are readily convertible into known amounts of cash. It also includes cash balances that cannot be freely repatriated based on certain country restrictions. Cash and cash equivalents are stated at face value which approximates fair value.

F-9

Receivables

Receivables are carried at amortized cost, net of allowances for doubtful accounts and net of rebates and other contingent discounts granted to distributors. When circumstances indicate a specific customer’s ability to meet its financial obligation to us is impaired, we record an allowance against amounts due and value the receivable at the amount reasonably expected to be collected. For all other customers, we evaluate our trade accounts receivable for collectability based on numerous factors including objective evidence about credit-risk concentration, collective debt risk based on average historical losses, and specific circumstances such as serious adverse economic conditions in a specific country or region.

Inventories

Inventories are stated at the lower of cost or market, less advance payments on work in progress. The cost of inventories is determined using the first-in, first-out (FIFO) method. An allowance is made for the estimated losses due to obsolescence. This allowance is determined for groups of products based on purchases in the recent past and/or expected future demand and market conditions. Abnormal amounts of idle facility expense and waste are not capitalized in inventory. The allocation of fixed production overheads to the inventory cost is based on the normal capacity of the production facilities.

Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Depreciation is calculated using the straight-line method over the expected economic life of the asset. Depreciation of special tooling is also based on the straight-line method unless a depreciation method other than the straight-line method better represents the consumption pattern. Gains and losses on the sale of property, plant and equipment are included in other income and expense. Plant and equipment under capital leases are initially recorded at the lower of the fair value of the leased property or the present value of minimum lease payments. These assets and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset.

Business combinations and intangible assets

Amounts paid for acquisitions are allocated to the tangible assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management. We allocate any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. We evaluate the remaining useful life of intangible assets on a periodic basis to determine whether events and circumstances warrant a revision to the remaining useful life. If the estimate of an intangible asset’s remaining useful life is changed, we amortize the remaining carrying value of the intangible asset prospectively over the revised remaining useful life_._

Long-lived assets including goodwill and acquisition related intangible asset impairment

We perform reviews of property, plant and equipment, and certain identifiable intangibles, excluding goodwill, to determine if facts and circumstances indicate that the useful life is shorter than what we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess the recoverability of the long-lived assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the assets or based on appraisals. Impairment losses, if any, are based on the excess of the carrying amount over the fair value of those assets.

We do not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. We perform our goodwill and intangible asset impairment tests annually during the fourth quarter unless a triggering event would require an expedited analysis. If a qualitative assessment is used and the Company determines that the fair value of a reporting unit or indefinite-lived intangible asset is more likely than not (i.e., a likelihood of more than 50%) less than its carrying amount, a quantitative impairment test will be performed. If goodwill is quantitatively assessed for impairment, a two-step approach is applied. First, the Company compares the estimated fair value of the reporting unit in which the goodwill resides to its carrying value. The second step, if necessary, measures the amount of such impairment by comparing the implied fair value of goodwill to its carrying value. Other indefinite-lived intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment.

Research and development

Costs of research and development are expensed in the period in which they are incurred, except for in-process research and development assets acquired in business combinations, which are capitalized and, after completion, are amortized over their estimated useful lives.

F-10

Advertising

Advertising costs are expensed when incurred.

Debt Issuance Costs

Direct costs incurred to obtain financings are capitalized and subsequently amortized over the term of the debt using the effective interest rate method. Upon extinguishment of any related debt, any unamortized debt issuance costs are expensed immediately.

Revenue recognition

The Company’s revenue is derived from sales to distributors, made-to-order sales to Original Equipment Manufacturers (“OEMs”) and similar customers.

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or the service has been provided, the sales price is fixed or determinable, and collection is reasonably assured, based on the terms and conditions of the sales contract. For made-to-order sales, these criteria are met at the time the product is shipped and delivered to the customer and title and risk have passed to the customer. Acceptance of the product by the customer is generally not contractually required, since, for made-to-order customers, design approval occurs before manufacturing and subsequently delivery follows without further acceptance protocols. Payment terms used are those that are customary in the particular geographic market. When management has established that all aforementioned conditions for revenue recognition have been met and no further post-shipment obligations exist, revenue is recognized.

For sales to distributors, revenue is recognized upon sale to the distributor (sell-in accounting). The same recognition principles apply and similar terms and conditions as for sales to other customers are applied. However, for some distributors contractual arrangements are in place, which allow these distributors to return products if certain conditions are met. These conditions generally relate to the time period during which a return is allowed and reflect customary conditions in the particular geographic market. Other return conditions relate to circumstances arising at the end of a product life cycle, when certain distributors are permitted to return products purchased during a pre-defined period after the Company has announced a product’s pending discontinuance. However, long notice periods associated with these announcements prevent significant amounts of product from being returned. Repurchase agreements with OEMs or distributors are not entered into by the Company.

For sales where return rights exist, the Company has determined, based on historical data, that only a very small percentage of the sales of this type to distributors is actually returned. In accordance with this historical data, a pro rata portion of the sales to these distributors is not recognized but deferred until the return period has lapsed or the other return conditions no longer apply.

Revenue is recorded net of sales taxes, customer discounts, rebates and other contingent discounts granted to distributors. We include shipping charges billed to customers in revenue and include the related shipping costs in cost of revenue.

Restructuring

The provision for restructuring relates to the estimated costs of initiated restructurings that have been approved by Management. When such plans require discontinuance and/or closure of lines of activities, the anticipated costs of closure or discontinuance are recorded at fair value when the liability has been incurred. The Company determines the fair value based on discounted projected cash flows in the absence of other observable inputs such as quoted prices. The restructuring liability includes the estimated cost of termination benefits provided to former or inactive employees after employment but before retirement, costs to terminate leases and other contracts, and selling costs associated with assets held for sale and other costs related to the closure of facilities. One-time employee termination benefits are recognized ratably over the future service period when those employees are required to render services to the Company, if that period exceeds 60 days or a longer legal notification period. However, generally, employee termination benefits are covered by a contract or an ongoing benefit arrangement and are recognized when it is probable that the employees will be entitled to the benefits and the amounts can be reasonably estimated.

Financial income and expense

Financial income comprises interest income on funds invested and the net gain on the disposal of other financial assets.

Financial expense comprises interest expense on borrowings, accretion of the discount on provisions and contingent consideration, losses on disposal of financial assets, impairment losses recognized on financial assets (other than trade receivables) and losses on hedging instruments recognized in the statement of operations.

Borrowing costs that are not directly attributable to the acquisition, construction or production of property, plant and equipment are recognized in the statement of operations using the effective interest method.

Foreign currency gains and losses, not related to accounts receivable, accounts payable and intercompany current accounts, are reported on a net basis as either financial income or financial expense in the statement of operations depending on whether foreign currency movements are in a net gain or net loss position. Foreign currency gains and losses on accounts receivable, accounts payable and intercompany current accounts that are not hedged in a net investment hedge are reported under cost of revenue in the statement of operations.

F-11

Income taxes

Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts. Measurement of deferred tax assets and liabilities is based upon the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax liabilities for withholding taxes on dividends from subsidiaries are recognized in situations where the company does not consider the earnings indefinitely reinvested and to the extent that these withholding taxes are not expected to be refundable.

Deferred tax assets, including assets arising from loss carryforwards, are recognized, net of a valuation allowance, if based upon the available evidence it is more likely than not that the asset will be realized.

The income tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authorities. The income tax benefit recognized is measured based on the largest benefit that is more than 50% likely to be realized upon resolution of the uncertainty. The liability for unrecognized tax benefits and the related interest and penalties is recorded under accrued liabilities and other non-current liabilities in the balance sheet based on the timing of the expected payment. Penalties are recorded as income tax expense, whereas interest is reported as financial expense in the statement of operations.

Postretirement benefits

The Company’s employees participate in pension and other postretirement benefit plans in many countries. The costs of pension and other postretirement benefits and related assets and liabilities with respect to the Company’s employees participating in defined-benefit plans are based upon actuarial valuations. Some of the Company’s defined-benefit pension plans are funded with plan assets that have been segregated and restricted in a trust, foundation or insurance company to provide for the pension benefits to which the Company has committed itself.

The net pension liability or asset recognized in the balance sheet in respect of defined benefit pension plans is the present value of the projected defined-benefit obligation less the fair value of plan assets at the balance sheet date.

Most of the Company’s plans are unfunded and result in a pension provision or a net pension liability.

The projected defined-benefit obligation is calculated annually by qualified actuaries using the projected unit credit method. For the Company’s major plans, the discount rate is derived from market yields on high quality corporate bonds. Plans in countries without a deep corporate bond market use a discount rate based on the local government bond rates.

Pension costs in respect of defined-benefit pension plans primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of the expected return on plan assets and net of employee contributions.

Actuarial gains and losses arise mainly from changes in actuarial assumptions and differences between actuarial assumptions and what has actually occurred. They are recognized in the statement of operations, over the expected average remaining service periods of the employees only to the extent that their net cumulative amount exceeds 10% of the greater of the present value of the obligation or of the fair value of plan assets at the end of the previous year (the corridor). Events which invoke a curtailment or a settlement of a benefit plan will be recognized in our statement of operations.

In calculating obligation and expense, the Company is required to select actuarial assumptions. These assumptions include discount rate, expected long-term rate of return on plan assets and rates of increase in compensation costs determined based on current market conditions, historical information and consultation with and input from our actuaries. Changes in the key assumptions can have a significant impact to the projected benefit obligations, funding requirements and periodic pension cost incurred. A sensitivity analysis is provided in note 15, “Postretirement Benefit Plans”.

Unrecognized prior-service costs related to pension plans are amortized to the statements of operations over the average remaining service period of the active employees.

Contributions to defined-contribution and multi-employer pension plans are recognized as an expense in the statements of operations as incurred.

If the projected benefit obligation exceeds the fair value of plan assets, we recognize in the consolidated balance sheet a liability that equals the excess. If the fair value of plan assets exceeds the projected benefit obligation, we recognize in the balance sheet an asset that equals the excess.

The Company determines the fair value of plan assets based on quoted prices or comparable prices for non-quoted assets. For a defined-benefit pension plan, the benefit obligation is the projected benefit obligation; for any other postretirement defined benefit plan it is the accumulated postretirement benefit obligation.

The Company recognizes as a component of other comprehensive income, net of taxes, the gains or losses and prior service costs that arise during the year but are not recognized as a component of net periodic benefit cost. Amounts recognized in accumulated other comprehensive income, including the gains or losses and the prior services costs are adjusted as they are subsequently recognized as components of net periodic benefit costs.

For all of the Company’s defined pension benefit plans, the measurement date is year-end.

F-12

Share-based compensation

We recognize compensation expense for all share-based awards based on the grant-date estimated fair values, net of an estimated forfeiture rate. We use the Black-Scholes option pricing model to determine the estimated fair value for certain awards. Share-based compensation cost for restricted share units (“RSU”s) with time-based vesting is measured based on the closing fair market value of our common stock on the date of the grant, reduced by the present value of the estimated expected future dividends, and then multiplied by the number of RSUs granted. Share-based compensation cost for performance-based share units (“PSU”s) granted with performance or market conditions is measured using a Monte Carlo simulation model on the date of grant.

The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods in our Consolidated Statements of Operations. For stock options and RSUs, the grant-date value, less estimated pre-vest forfeitures, is expensed on a straight-line basis over the vesting period. PSUs are expensed using a graded vesting schedule. The vesting period for stock options is generally four years, for RSUs is generally three years and PSUs is one to three years.

Earnings per share

Basic earnings per share attributable to stockholders is calculated by dividing net income or loss attributable to stockholders of the Company by the weighted average number of common shares outstanding during the period.

To determine diluted share count, we apply the treasury stock method to determine the dilutive effect of outstanding stock option shares, RSUs, PSUs and Employee Stock Purchase Plan (“ESPP”) shares. Under the treasury stock method, the amount the employee must pay for exercising share-based awards, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of excess tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.

Concentration of risk

Financial instruments, including derivative financial instruments, that may potentially subject NXP to concentrations of credit risk, consist principally of cash and cash equivalents, short-term investments, long-term investments, accounts receivable and forward contracts.

We sell our products to OEMs and to distributors in various markets, who resell these products to OEMs, or their subcontract manufacturers. One of our distributors accounted for 13% of our revenue in 2014, 11% in 2013 and 12% in 2012 and one other distributor accounted for 13% of our revenue in 2014. No other distributor accounted for greater than 10% of our revenue for 2014, 2013 or 2012. No individual OEM for which we had direct sales to accounted for more than 10% of our revenue for 2014, 2013 or 2012.

Credit exposure related to NXP’s foreign currency forward contracts is limited to the realized and unrealized gains on these contracts.

NXP is party to certain hedge transactions related to its 2019 Cash Convertible Senior Notes. NXP is subject to the risk that the counterparties to these transactions may not be able to fulfill their obligations under these hedge transactions.

NXP purchased options and issued warrants to hedge potential cash payments in excess of the principal and contractual interest related to its 2019 Cash Convertible Senior Notes, which were issued during fiscal 2014. The 2019 Cash Convertible Senior Note hedges and warrants are adjusted to fair value each reporting period and unrealized gains and losses are reflected in NXP’s Consolidated Statements of Operations. Because the fair value of the 2019 Cash Convertible Senior Notes embedded conversion derivative and the 2019 Cash Convertible Senior Notes hedges are designed to have similar offsetting values, there was no impact to NXP’s Consolidated Statements of Operations relating to these adjustments to fair value, the fair value adjustment for the warrant resulted in an unrealized loss of $2 million in the Consolidated Statements of Operations.

The Company is using outside suppliers or foundries for a portion of its manufacturing capacity.

We have operations in Europe and Asia subject to collective bargaining agreements which could pose a risk to the Company in the near term but we do not expect that our operations will be disrupted if such is the case.

Accounting standards adopted in 2014

The following accounting pronouncements became effective in 2014 and were adopted by the Company

	•		ASU No. 2013-05 “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”

On March 4, 2013, the FASB issued ASU 2013-05, which indicates that the entire amount of a cumulative translation adjustment (CTA) related to an entity’s investment in a foreign entity should be released when there has been a:

	•		Sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity.

	•		Loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated).

	•		Step acquisition for a foreign entity (i.e., when an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity).

The ASU does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. The effective date for NXP was January 1, 2014. There

F-13

was no impact on the Company’s financial statements. In the event that NXP enters into a divestment, the ASU could have a material impact to the financial statements.

	•		ASU No. 2013-11 “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”

On July 18, 2013 the FASB issued ASU 2013-11 which provides guidance on financial statement presentation of an unrecognized tax benefit (UTB) when a net operating loss (NOL) carryforward, a similar tax loss, or a tax credit carryforward exists.

Under the ASU, an entity must present a UTB, or a portion of a UTB, in the financial statements as a reduction to a deferred tax asset (DTA) for an NOL carryforward, a similar tax loss, or a tax credit carryforward except when:

	•		An NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position.

	•		The entity does not intend to use the DTA for this purpose.

If either of these conditions exists, an entity should present a UTB in the financial statements as a liability and should not net the UTB with a DTA. New recurring disclosures are not required because the ASU does not affect the recognition or measurement of uncertain tax positions under ASC 740.

The effective date for NXP was January 1, 2014.

The ASU had no significant impact on the Company’s financial statements.

New standards to be adopted after 2014

	•		ASU No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”

On April 10, 2014, the FASB issued ASU 2014-08, which amends the definition of a discontinued operation in ASC 205-20 and requires entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued- operations criteria. A disposal of a component of an entity or group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results as determined when the component or group of components:

	(i)	Meets the criteria to be classified as held for sale or

	(ii)	Is disposed of by sale or

	(iii)	Is disposed of other than by sale

The ASU also expands the scope of ASC 205-20 to disposals of equity method investments and businesses that, upon initial acquisition, qualify as held for sale.

The ASU is effective prospectively for all disposals (except disposals classified as held for sale before the adoption date) or components initially classified as held for sale in periods beginning on or after December 15, 2014. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company has the intention to implement the provisions of ASU 2014-08 as of January 1, 2015.

	•		ASU No. 2014-09 “Revenue from Contracts with Customers (Topic 606)”

On May 28, 2014 the FASB and IASB issued their final standard on revenue from contracts with customers. The standard, issued as ASU 2014-09 by the FASB and as IFRS 15 by the IASB, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In applying the revenue model to contracts within its scope, an entity will:

	•		Identify the contract(s) with a customer (step 1)

	•		Identify the performance obligations in the contract (step 2)

	•		Determine the transaction price (step 3)

	•		Allocate the transaction price to the performance obligations in the contract (step 4)

	•		Recognize revenue when (or as) the entity satisfies a performance obligation (step 5)

Compared with current US GAAP, the ASU also requires significantly expanded disclosures about revenue recognition.

The ASU is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016, for public entities. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. The Company will implement the provisions of ASU 2014-09 as of January 1, 2017. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and

F-14

related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

	•		ASU No. 2014-15 “Presentation of Financial Statements- Going Concern (Subtopic 205-40)”

On August 27, 2014 the FASB issued ASU 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.”

The ASU is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early adoption is permitted.

NXP will apply the ASU prospectively as from January 1, 2017. The ASU is not expected to have a significant impact on the Company’s financial statements.

3 Acquisitions and Divestments

2014 and 2013

There were no significant acquisitions and divestments in 2014 and 2013.

2012

In April 2012, the Company acquired Catena, an electronic design and IP company. The purchase price consideration of $20 million, including the issuance of 599,000 treasury shares with a fair value of $14 million was allocated to goodwill of $11 million, other intangible assets with an amortization period of five years of $9 million, assets acquired of $7 million and liabilities assumed of $7 million. The goodwill is not deductible for income tax purposes.

The results of Catena are consolidated in the Automotive operating segment that is part of the reportable segment HPMS.

On July 19, 2012, we sold the High Speed Data Converter business (a product line of the High Performance Mixed Signal segment) to Integrated Device Technology (IDT) for $31 million. The gain on the sale of $19 million is included in other income (expense).

On January 4, 2012, Trident Microsystems, Inc., in which we held a 60% shareholding after the sale in 2010 of our digital television and set-top-box business line, filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code and was subsequently delisted from the NASDAQ. An initial distribution to shareholders took place on December 21, 2012. In view of the aforementioned distribution, NXP B.V. returned its shares in Trident. See note 7 “Investments in Equity Accounted Investees” for an additional discussion of Trident.

4 Supplemental Financial Information

Statement of Operations Information

Depreciation, amortization and impairment

Depreciation and amortization, including impairment charges, are as follows:


	2014		2013		2012
Depreciation of property, plant and equipment		219		246		247
Amortization of internal use software		31		32		24
Amortization of identified intangible assets		155		236		262

		405		514		533

Depreciation of property, plant and equipment is primarily included in cost of revenue. Amortization of intangible assets is primarily reported in the selling, general and administrative expenses.

Change in accounting estimate

In December 2013, we determined that the estimated useful life of the machinery and equipment used in our Standard Products front-end and back-end manufacturing processes had increased to ten years, from the five to seven years previously estimated.

We believe that the change in estimated useful life better reflects the future usage of this equipment. The effect of this change was recognized prospectively as a change in accounting estimate beginning January 1, 2014. The change in estimate resulted in a decrease in depreciation expense of approximately $26 million for the year ending December 31, 2014.

Foreign exchange differences

In 2014, cost of revenue included foreign exchange differences amounting to a profit of $4 million (2013: a loss of less than $1 million; 2012: a loss of $4 million).

F-15

Financial income and expense


	2014			2013			2012

Interest income		3			3			4
Interest expense		(145	)		(182	)		(270	)


Total interest expense, net		(142	)		(179	)		(266	)
Net gain (loss) on extinguishment of debt		(3	)		(114	)		(161	)
Foreign exchange rate results		(246	)		62			28
Miscellaneous financing costs/income, net		(19	)		(43	)		(38	)


Total other financial income and expense		(268	)		(95	)		(171	)


Total		(410	)		(274	)		(437	)

The Company has applied net investment hedging since May, 2011. The U.S. dollar exposure of the net investment in U.S. dollar functional currency subsidiaries of $1.7 billion has been hedged by our U.S. dollar-denominated notes. As a result in 2014 a charge of $214 million (2013: a benefit of $68 million; 2012: a benefit of $26 million) was recorded in other comprehensive income (loss) relating to the foreign currency result on the U.S. dollar-denominated notes that are recorded in a euro functional currency entity.

Cash Flow Information


	2014			2013			2012
Net cash paid during the period for****:
Interest		138			174			292
Income taxes		24			34			28

Net gain (loss) on sale of assets****:
Cash proceeds from the sale of assets		11			6			31
Book value of these assets		(10	)		(4	)		(12	)
Non-cash gains (losses)		9			—			1

		10			2			20
Non-cash investing information****:
Assets received in lieu of cash from the sale of businesses:
Fair value of available-for-sale securities		9			—			—

*Non-cash financing information:*
Exchange of Term Loan A1 for Term Loan E		400			—			—
Exchange of Term Loan C for Term Loan D		—			400			—

Other items****:
Other items consists of the following non-cash element in income:
Non-cash interest cost due to applying effective interest method		3			2			22
Others		(7	)		—			—

		(4	)		2			22

Cash flows from financing activities in 2013 included $12 million in connection with the acquisition of the remaining 40% non-controlling interest share from Jilin Sino-Microelectronics Co. Ltd.

5 Restructuring Charges

At each reporting date, we evaluate our restructuring liabilities, which consist primarily of termination benefits, to ensure that our accruals are still appropriate. The restructuring liability balance as of December 31, 2014 primarily relates to:

	•		Workforce reduction accrual of $7 million for redundancy at our ICN 8 wafer fab in Nijmegen;

	•		Workforce reduction accrual of $5 million for redundancy at our wafer fab in Hamburg;

	•		2012 OPEX Reduction Program accrual of $12 million. The OPEX Reduction Program is expected to be completed by the third quarter of 2015;

	•		Accruals of $16 million for individual cases that arose in 2014.

There were no material new restructuring projects in 2014 and 2013

The most significant projects for restructuring in 2012

In 2012 we announced a cost savings and restructuring initiative, designed to improve operational efficiency and to competitively position the Company for sustainable growth. We recorded a restructuring charge of $90 million in 2012 associated with this initiative classified within the statement of operations under cost of goods sold of $17 million, mainly relating to the consolidation of MOS technologies from our German fabrication facility in Hamburg to the Company’s 8-inch Dutch facility in Nijmegen, and selling, general and administrative of $52 million and research and development of $21 million, to consolidate resources. This charge primarily related to a worldwide workforce reduction of approximately 650 employees, with the majority of the headcount reductions in Europe and the U.S. The restructuring liabilities of $90 million recognized for this initiative were reflected within current liabilities ($64 million) and non-current liabilities ($26 million) as of December 31, 2012 and primarily related to termination and employee benefit related costs.

F-16

The following table presents the changes in the position of restructuring liabilities in 2014 by segment:


	Balance January 1, 2014		Additions		Utilized			Released			Other changes(1)			Balance December 31, 2014

HPMS		46		6		(29	)		(4	)		(5	)		14
SP		31		14		(35	)		(4	)		(1	)		5
Corporate and Other		40		24		(34	)		(8	)		(1	)		21

		117		44		(98	)		(16	)		(7	)		40

(1)	Other changes primarily related to translation differences and internal transfers

The total restructuring liability as of December 31, 2014 of $40 million is classified in the balance sheet under current liabilities ($37 million) and non-current liabilities ($3 million).

In 2014 the Company recorded $44 million of additional restructuring liabilities which largely consisted of workforce reduction charges as a result of redundancy at our ICN 8 wafer fab in Nijmegen ($16 million) and our wafer fab in Hamburg ($5 million), workforce reduction charges of $4 million from the closure of the product line Standard Linear in Hamburg and $4 million from the transfer of R&D activities of Smart Analog from Nijmegen to other locations.

Releases of restructuring liabilities of $16 million were recorded in 2014. These releases related mainly to the earlier OPEX reduction program and the workforce reduction actions we took in 2014.

The utilization of the restructuring liabilities mainly reflects the execution of ongoing restructuring programs the Company initiated in earlier years.

The following table presents the changes in the position of restructuring liabilities in 2013 by segment:


	Balance January 1, 2013		Additions		Utilized			Released			Other changes(1)			Balance December 31, 2013

HPMS		57		3		(23	)		(4	)		13			46
SP		41		6		(3	)		(7	)		(6	)		31
Corporate and Other		72		18		(39	)		(10	)		(1	)		40

		170		27		(65	)		(21	)		6			117

(1)	Other changes primarily related to translation differences and internal transfers

The total restructuring liability as of December 31, 2013 of $117 million is classified in the balance sheet under current liabilities ($103 million) and non-current liabilities ($14 million).

In 2013 the Company recorded $27 million of additional restructuring liabilities which largely consisted of $16 million stemming from onerous contracts relating to leased office buildings in the Netherlands and France and $8 million of termination benefits related to additional workforce reductions as part of its closure of ICN 4 and ICN 6.

Releases of restructuring liabilities of $21 million were recorded in 2013. These releases related mainly to liabilities for the closure of ICN 4 and ICN 6 (partly reversed) and liabilities related to other workforce reduction plans.

The utilization of the restructuring liabilities mainly reflects the execution of ongoing restructuring programs the Company initiated in earlier years.

The components of restructuring charges less releases recorded in the liabilities in 2014, 2013 and 2012 are as follows:


	2014			2013			2012

Personnel lay-off costs		43			10			101
Lease and Contract Terminations		1			17			2
Release of provisions/accruals		(16	)		(21	)		(4	)

Net restructuring charges		28			6			99

F-17

The following table summarizes the significant activity within, and components of, the Company’s restructuring obligations:


	Personnel lay-off costs			Lease and Contract Terminations			Total

Balance at December 31, 2012		167			3			170
Expense		(8	)		14			6
Utilized 1)		(54	)		(11	)		(65	)
Other changes 2)		5			1			6

Balance at December 31, 2013		110			7			117
Expense		29			(1	)		28
Utilized 1)		(93	)		(5	)		(98	)
Other changes 2)		(7	)		—			(7	)

Balance at December 31, 2014		39			1			40

1)	Represents cash payments.

2)	Other changes primarily related to translation differences.

The restructuring charges less releases recorded in operating income are included in the following line items in the statement of operations:


	2014		2013			2012

Cost of revenue		16		—			18
Selling, general and administrative		3		7			59
Research & development		9		(1	)		22

Net restructuring charges		28		6			99

6 Provision for Income Taxes

In 2014, NXP generated income before income taxes of $639 million (2013: $377 million; 2012: $25 million loss). The components of income (loss) before income taxes are as follows:


	2014		2013		2012

Netherlands		398		205		(93	)
Foreign		241		172		68

		639		377		(25	)

The components of the provision for income taxes are as follows:


	2014			2013			2012

Current taxes:
Netherlands		(7	)		(10	)		(1	)
Foreign		(32	)		(17	)		(20	)

		(39	)		(27	)		(21	)
Deferred taxes:
Netherlands		2			1			5
Foreign		(3	)		6			15

		(1	)		7			20

Total provision for income taxes		(40	)		(20	)		(1	)

A reconciliation of the statutory income tax rate in the Netherlands as a percentage of income (loss) before income taxes and the effective income tax rate is as follows:


(in percentages)	2014			2013			2012

Statutory income tax in the Netherlands		25.0			25.0			25.0
Increase (reduction) in rate resulting from:
Rate differential local statutory rates versus statutory rate of the Netherlands		(2.5	)		(3.4	)		64.0
Net change in valuation allowance		2.4			5.3			(178.0	)
Prior year adjustments		0.5			(0.8	)		5.2
Non-taxable income		(0.3	)		(1.1	)		41.6
Non-tax-deductible expenses/losses		5.6			6.6			(69.6	)
Other taxes and tax rate changes		—			2.3			18.2
Withholding taxes		1.3			0.8			(7.6	)
Unrecognized tax benefits		0.6			0.8			(24.8	)
Tax incentives		(26.3	)		(30.2	)		122.0

Effective tax rate		6.3	%		5.3	%		(4.0	)%

F-18

For the year 2014 the main part of tax incentives includes a tax benefit resulting from the application of the Dutch “Innovation box” tax rules. The Company also benefits from income tax holiday 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 2021. The related tax benefit of 4.3% (2013: 6.5%) is also recorded above within tax incentives.

The Company has considered all items of income (including items recorded in other comprehensive income) in determining the amount of tax benefit that should be allocated to a loss from continuing operations. As a result, during 2012 we recorded $8 million of non-cash tax benefit on a loss from continuing operations arising in one of our jurisdictions for the year ended December 31, 2012 which was exactly offset by $8 million income tax expense in other comprehensive income. Because the income tax expense on other comprehensive income is equal to the income tax benefit from continuing operations, our net deferred tax positions at December 31, 2012 were not impacted by this tax allocation.

Deferred tax assets and liabilities

The principal components of deferred tax assets and liabilities are presented below:


	2014						2013
	Assets			Liabilities			Assets			Liabilities

Intangible assets		2			(120	)		5			(160	)
Property, plant and equipment		19			(35	)		27			(36	)
Inventories		2			—			2			—
Receivables		—			—			—			(1	)
Other assets		1			(1	)		1			—
Liabilities:
Pensions		51			—			36			(5	)
Restructuring		6			—			27			—
Other		25			—			24			—
Long-term debt		—			—			—			(23	)
Undistributed earnings of foreign subsidiaries		—			(31	)		—			(31	)
Tax loss carryforwards (including tax credit carryforwards)		659			—			686			—

Total gross deferred tax assets (liabilities)		765			(187	)		808			(256	)

Net deferred tax position		578						552
Valuation allowances		(627	)					(607	)

Net deferred tax assets (liabilities)		(49	)					(55	)

The Company has significant deferred tax assets resulting from net operating loss carryforwards, tax credit carryforwards and deductible temporary differences that may reduce taxable income in future periods. Valuation allowances have been established for deferred tax assets based on a “more likely than not” threshold. The realization of our deferred tax assets depends on our ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. The valuation allowance increased by $20 million during 2014 (2013: $18 million increase). When the Company’s operating performance improves on a sustained basis, our conclusion regarding the need for such valuation allowance could change.

Subsequently recognized tax benefits related to the valuation allowance for deferred tax assets as of December 31, 2014, will be allocated as follows: $620 million of income tax benefit that would be reported in the consolidated statement of comprehensive income, $7 million to additional paid-in capital.

After the recognition of the valuation allowance against deferred tax assets, a net deferred tax liability remains of $49 million at December 31, 2014 (2013: $55 million). This net deferred tax liability relates to certain taxable temporary differences reversing outside the tax loss carryforward periods, deferred tax liabilities recorded for profitable entities and deferred tax liabilities for withholding taxes on undistributed earnings of foreign subsidiaries.

At December 31, 2014 tax loss carryforwards of $2,463 million will expire as follows:


	Balance December 31,		Scheduled expiration
	2014		2015		2016		2017		2018		2019		2020-2024		later		unlimited
Tax loss carryforwards		2,463		143		688		448		10		193		198		152		631

The Company also has tax credit carryforwards of $95 million, which are available to offset future tax, if any, and which will expire as follows:


	Balance December 31,		Scheduled expiration
	2014		2015		2016		2017		2018		2019		2020-2024		later		unlimited
Tax credit carryforwards		95		—		—		—		—		—		—		10		85

F-19

The classification of the deferred tax assets and liabilities in the Company’s consolidated balance sheets is as follows:


	2014			2013

Deferred tax assets within current assets		8			11
Deferred tax assets within other non-current assets		19			24
Deferred tax liabilities within accrued liabilities		—			(2	)
Deferred tax liabilities within other non-current liabilities		(76	)		(88	)

		(49	)		(55	)

The net income tax payable (excluding the liability for unrecognized tax benefits) as of December 31, 2014 amounted to $9 million (2013: $6 million payable) and includes amounts directly payable to or receivable from tax authorities.

As from 2009 the Company intends to repatriate the undistributed earnings of subsidiaries. Consequently, the Company has recognized a deferred income tax liability of $31 million at December 31, 2014 (2013: $31 million) for the additional withholding taxes payable upon the future remittances of these earnings of foreign subsidiaries.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	2014			2013			2012

Balance as of January 1,		143			139			169
Increases from tax positions taken during prior periods		—			1			16
Decreases from tax positions taken during prior periods		(21	)		(4	)		(25	)
Increases from tax positions taken during current period		3			7			2
Decreases relating to settlements with the tax authorities		—			—			(23	)

Balance as of December 31,		125			143			139

Of the total unrecognized tax benefits at December 31, 2014, $23 million, if recognized, would impact the effective tax rate. All other unrecognized tax benefits, if recognized, would not affect the effective tax rate as these would be offset by compensating adjustments in the Company’s deferred tax assets that would be subject to valuation allowance based on conditions existing at the reporting date.

The Company classifies interest related to unrecognized tax benefits as financial expense and penalties as income tax expense. The total related interest and penalties recorded during the year 2014 amounted to $3 million (2013: $1 million; 2012: $(5) million). As of December 31, 2014 the Company has recognized a liability for related interest and penalties of $7 million (2013: $4 million; 2012: $3 million). It is reasonably possible that the total amount of unrecognized tax benefits may significantly increase/decrease within the next 12 months of the reporting date due to, for example, completion of tax examinations; however, an estimate of the range of reasonably possible change cannot be made.

Tax years that remain subject to examination by major tax jurisdictions (the Netherlands, Germany, USA, China, Taiwan, Thailand and the Philippines) are 2009 through 2014.

7 Investments in Equity-accounted Investees

Results relating to equity-accounted investees


	2014		2013		2012

Company’s share in income (loss)		8		7		7
Other results		—		51		(34	)

		8		58		(27	)

Company’s share in income (loss)


	2014		2013		2012

ASMC		2		1		3
ASEN		6		6		4

		8		7		7

On January 4, 2012, Trident and one of its subsidiaries, Trident Microsystems (Far East) Ltd., filed voluntary petitions under Chapter 11 of the United States Bankruptcy code, in the U.S. Bankruptcy Court for the District of Delaware and was subsequently delisted from the NASDAQ. The U.S. Bankruptcy Court approved the plan of liquidation and entered an order confirming such plan on December 13, 2012. An initial distribution to shareholders took place on December 21, 2012. In view of the aforementioned distribution, NXP B.V. returned its shares in Trident.

F-20

Other results

Other results relating to equity-accounted investees amounted to a gain of $51 million in 2013. The gain in 2013 primarily reflects a $46 million release of the contingent liability related to an arbitration commenced by ST. By ruling of April 2, 2013, the ICC arbitration tribunal dismissed all claims made by ST in this arbitration. No appeal is available to ST. Based on this award, the provision amounting to $46 million, established in 2012, was released. In 2012, a loss of $46 million related to extra provisions for the above mentioned legal claim of ST and a gain of $12 million related to a partial recovery of our equity investment in Trident are included.

Investments in equity-accounted investees

The changes in 2014 and 2013 are as follows:


	2014			2013

Balance as of January 1		52			45
Changes:
Acquisitions/additions		12			—
Deductions		—			—
Share in income (loss)		8			7
Translation and exchange rate differences		(1	)		—

Balance as of December 31		71			52

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


	2014				2013
	Shareholding %		Amount		Shareholding %		Amount

ASMC		27		20		27		18
ASEN		40		40		40		34
Others				11				—

				71				52

Investments in equity-accounted investees are included in Corporate and Other.

The fair value of NXP’s shareholding in the publicly listed company ASMC based on the quoted market price at December 31, 2014 is $35 million.

8 Earnings per share

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


	2014		2013		2012

Income (loss) from continuing operations		607		415		(53	)
Less: Net income (loss) attributable to non-controlling interests		68		67		63

Income (loss) from continuing operations attributable to stockholders		539		348		(116	)
Income (loss) from discontinued operations attributable to stockholders		—		—		1

Net income (loss) attributable to stockholders		539		348		(115	)

Weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)		237,954		248,526		248,064
Plus incremental shares from assumed conversion of:
Options		6,753		5,004		—
Restricted Share Unites, Performance Share Units and Equity Rights		3,902		1,520		—

Dilutive potential common share		10,655		6,524		—
Adjusted weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands) 1)		248,609		255,050		248,064

Basic EPS attributable to stockholders in $:
Income (loss) from continuing operations		2.27		1.40		(0.46	)
Income (loss) from discontinued operations		—		—		—

Net income (loss)		2.27		1.40		(0.46	)

Diluted EPS attributable to stockholders in $:
Income (loss) from continuing operations		2.17		1.36		(0.46	)
Income (loss) from discontinued operations		—		—		—

Net income (loss)		2.17		1.36		(0.46	)

1)	In 2014, 1,670,519 securities (2013: 10,609,942 securities; 2012: 32,394,794 securities) that could potentially dilute basic EPS were not included in the computation of dilutive EPSs because the effect would have been anti-dilutive for the period presented.

F-21

9 Share-based Compensation

Our share-based compensation plans include the long-term incentive plans and the management equity stock option plan.

Share-based compensation expense is included in the following line items in our statement of operations:


	2014		2013		2012

Cost of revenue		10		8		2
Research and development		20		13		5
Selling, general and administrative		103		67		45

		133		88		52

Long Term Incentive Plans (LTIP’s)

The LTIP was introduced in 2010 and is a broad-based long-term retention program to attract, retain and motivate talented employees as well as align stockholder and employee interests. The LTIP provides share-based compensation (“awards”) to both our eligible employees and non-employee directors. Awards that may be granted include performance shares, stock options and restricted shares. The number of shares authorized and available for awards as December 31, 2014 was approximately 4.8 million.

A charge of $123 million was recorded in 2014 for the LTIP (2013: $87 million; 2012: $44 million).

A summary of the activity for our LTIP’s during 2014 is presented below.

Stock options

The options have a strike price equal to the closing share price on the grant date. The fair value of the options has been calculated using the Black-Scholes formula, using the following assumptions:

	•		an expected life of 6.25 years, calculated in accordance with the guidance provided in SEC Staff bulletin No. 110 for plain vanilla options using the simplified method, since our equity shares have been publicly traded for only a limited period of time and we do not have sufficient historical exercise data;

	•		a risk-free interest rate varying from 0.8% to 2.8% (2013: 1.0% to 1.9%; 2012: 0.8% to 1.3%);

	•		no expected dividend payments; and

	•		a volatility of 45-50% based on the volatility of a set of peer companies. Peer company data has been used given the short period of time our shares have been publicly traded.

Changes in the assumptions can materially affect the fair value estimate.


	Stock options			Weighted average exercise price in USD		Weighted average remaining contractual term		Aggregate intrinsic value

Outstanding at January 1, 2014		10,245,818			22.82
Granted		945,269			63.48
Exercised		(2,759,035	)		19.82
Forfeited		(483,782	)		23.39

Outstanding at December 31, 2014		7,948,270			28.66		7.8		379
Exercisable at December 31, 2014		2,840,911			19.98		7.0		160

The weighted average per share grant date fair value of stock options granted in 2014 was $29.10 (2013: $17.83; 2012: $10.44).

The intrinsic value of the exercised options was $129 million (2013: $41 million; 2012: $7 million), whereas the amount received by NXP was $55 million (2013: $34 million; 2012: $9 million).

At December 31, 2014, there was a total of $62 million (2013: $67 million) of unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted-average period of 1.8 years (2013: 2.9 years).

Performance share units

Financial performance conditions


	Shares			Weighted average grant date fair value in USD

Outstanding at January 1, 2014		2,204,303			25.21
Granted		235,136			62.29
Vested		(1,037,149	)		23.32
Forfeited		(78,996	)		28.45

Outstanding at December 31, 2014		1,323,294			33.09

F-22

The weighted average grant date fair value of performance share units granted in 2014 was $62.29 (2013: $39.59; 2012: $23.35). The fair value of the performance share units at the time of vesting was $70 million (2013: $27 million; 2012: $1 million).

Market performance conditions


	Shares			Weighted average grant date fair value in USD

Outstanding at January 1, 2014		1,775,000			17.54
Granted		353,549			39.29
Vested		(177,500	)		17.54
Forfeited		—			—

Outstanding at December 31, 2014		1,951,049			23.27

The weighted average grant date fair value of performance share units granted in 2014 was $39.29 (2013: $17.54).

At December 31, 2014, there was a total of $42 million (2013: $44 million) of unrecognized compensation cost related to non-vested performance share units. This cost is expected to be recognized over a weighted-average period of 1.8 years (2013: 1.8 years).

Restricted share units


	Shares			Weighted average grant date fair value in USD

Outstanding at January 1, 2014		3,821,895			31.50
Granted		1,645,188			63.42
Vested		(1,687,895	)		28.44
Forfeited		(221,451	)		29.18

Outstanding at December 31, 2014		3,557,737			47.86

The weighted average grant date fair value of restricted share units granted in 2014 was $63.42 (2013: $39.23; 2012: $23.31). The fair value of the restricted share units at the time of vesting was $110 million (2013: $57 million; 2012: $21 million).

At December 31, 2014, there was a total of $140 million (2013: $98 million) of unrecognized compensation cost related to non-vested restricted share units. This cost is expected to be recognized over a weighted-average period of 1.8 years (2013: 2.4 years).

Management Equity Stock Option Plan (“MEP”)

Awards are no longer available under these plans. Current employees owning vested MEP Options may exercise such MEP Options during the five year period subsequent to September 18, 2013, subject to these employees remaining employed by us and subject to the applicable laws and regulations.

No charge was recorded in 2014 (2013: $1 million, 2012: $8 million) for options granted under the MEP.

The following table summarizes the information about NXP’s outstanding MEP Options and changes during 2014.

Stock options


	Stock options			Weighted average exercise price in EUR		Weighted average remaining contractual term		Aggregate intrinsic value

Outstanding at January 1, 2014		5,401,285			24.93
Granted		—			—
Exercised		(2,485,080	)		26.02
Forfeited		—			—
Expired		—			—

Outstanding at December 31, 2014		2,916,205			24.00		3.7		113
Exercisable at December 31, 2014		2,916,205			24.00		3.7		113

The intrinsic value of exercised options was $74 million (2013: $71 million; 2012: $8 million), whereas the amount received by NXP was $86 million (2013: $142 million; 2012: $6 million).

The number of vested options at December 31, 2014 was 2,916,205 (2013: 5,359,984 vested options) with a weighted average exercise price of €24.00 (2013: €24.95 weighted average exercise price).

At December 31, 2014, there was no unrecognized compensation cost related to non-vested stock options.

F-23

10 Receivables, net

Accounts receivable are summarized as follows:


	2014			2013

Accounts receivable from third parties		549			504
Allowance for doubtful accounts		(3	)		(3	)
Other receivables		47			41

		593			542

The current portion of income taxes receivable of $2 million (2013: $7 million) is included under other receivables.

11 Inventories, net

Inventories are summarized as follows:


	2014		2013

Raw materials		50		59
Work in process		580		597
Finished goods		125		84

		755		740

The portion of the finished goods stored at customer locations under consignment amounted to $19 million as of December 31, 2014 (2013: $22 million).

The amounts recorded above are net of an allowance for obsolescence of $64 million as of December 31, 2014 (2013: $63 million).

12 Property, plant and equipment, net

The following table presents details of the Company’s property, plant and equipment, net of accumulated depreciation:


	Useful Life (in years)	2014			2013

Land			56			60
Buildings	9 to 50		686			679
Machinery and installations	2 to 10		2,549			2,492
Other Equipment	1 to 5		249			273
Prepayments and construction in progress			143			88

			3,683			3,592
Less accumulated depreciation			(2,560	)		(2,544	)

Property, plant and equipment, net of accumulated depreciation			1,123			1,048

Land with a book value of $56 million (2013: $60 million) is not depreciated.

Property and equipment includes $15 million (2013: $62 million) related to assets acquired under capital leases. Accumulated depreciation related to these assets was $12 million (2013: $55 million). See note 17 for information regarding capital lease obligations.

There was no significant construction in progress and therefore no related capitalized interest.

13 Identified Intangible Assets

Intangible assets, net of accumulated amortization and impairments of $573 million and $755 million as of December 31, 2014 and 2013 respectively were composed of the following:


	December 31, 2014					December 31, 2013
	Gross		Accumulated amortization and impairments			Gross		Accumulated amortization and impairments

Marketing-related		17		(16	)		19		(18	)
Customer-related		400		(223	)		437		(211	)
Technology-based		1,298		(968	)		2,104		(1,619	)

		1,715		(1,207	)		2,560		(1,848	)
Software(1)		151		(86	)		137		(94	)

Identified intangible assets		1,866		(1,293	)		2,697		(1,942	)

(1)	Software includes $49 million (2013: $31 million) related to assets acquired under non-cancellable software licenses. The financial obligations from these contractor agreements are reflected in accrued and other non-current liabilities. Future payments are $19 million (2015), $16 million (2016) and $14 million (2017).

F-24

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


2015			123
2016			118
2017			107
2018			88
2019			26

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

The expected weighted average remaining life of identified intangibles is 5 years as of December 31, 2014.

The estimated amortization expense for software as of December 31, 2014 for each of the five succeeding years is:


2015			28
2016			21
2017			16
2018			—
2019			—

The expected weighted average remaining lifetime of software is 3 years as of December 31, 2014.

14 Goodwill

The changes in goodwill in 2014 and 2013 were as follows:


	2014			2013

Balances as of January 1
Cost		2,593			2,502
Accumulated impairment		(235	)		(225	)

Book value		2,358			2,277
Changes in book value:
Acquisitions		—			1
Divestments		—			—
Translation differences		(237	)		80

Total changes		(237	)		81

Balances as of December 31
Cost		2,328			2,593
Accumulated impairment		(207	)		(235	)

Book value		2,121			2,358

No goodwill impairment charges were required to be recognized in 2014 or 2013.

The fair value of the reporting units substantially exceeds the carrying value of the reporting units.

See note 23, “Segment and Geographical Information”, for goodwill by segment and note 3, “Acquisitions and Divestments”.

15 Postretirement Benefit Plans

Pensions

Our employees participate in employee pension plans in accordance with the legal requirements, customs and the local situation in the respective countries. These are defined-benefit pension plans, defined-contribution plans and multi-employer plans.

The Company’s employees in The Netherlands participate in a multi-employer plan, implemented for the employees of the Metal and Electrical Engineering Industry (“Bedrijfstakpensioenfonds Metalektro or PME”) in accordance with the mandatory affiliation to PME effective for the industry in which NXP operates. As this affiliation is a legal requirement for the Metal and Electrical Engineering Industry it has no expiration date. This PME multi-employer plan (a career average plan) covers approximately 1,300 companies and 626,000 participants. The plan monitors its risk on an aggregate basis, not by company or participant and can therefore not be accounted for as a defined benefit plan. The pension fund rules state that the only obligation for affiliated companies will be to pay the annual plan contributions. There is no obligation for affiliated companies to fund plan deficits. Affiliated companies are also not entitled to any possible surpluses in the pension fund.

Every participating company contributes the same fixed percentage of its total pension base, being pensionable salary minus an individual offset. The Company’s pension cost for any period is the amount of contributions due for that period.

F-25

The contribution rate for the mandatory scheme will decrease from 27.1% (2014) to 26.6% (2015).


PME multi-employer plan	2014		2013		2012

NXP’s contributions to the plan		48		51		53
(including employees’ contributions)		4		3		4
Average number of NXP’s active employees participating in the plan		2,881		3,133		3,229
NXP’s contribution to the plan exceeded more than 5 percent of the total contribution (as of December 31 of the plan’s year end)		No		No		No

The amount for pension costs included in the statement of operations for the year 2014 was $77 million (2013: $86 million; 2012: $84 million) of which $21 million (2013: $20 million; 2012: $19 million) represents defined-contribution plans and $41 million (2013: $45 million; 2012: $47 million) represents the PME multi-employer plans.

Defined-benefit plans

The benefits provided by defined-benefit plans are based on employees’ years of service and compensation levels. Contributions are made by the Company, as necessary, to provide assets sufficient to meet the benefits payable to defined-benefit pension plan participants.

These contributions are determined based upon various factors, including funded status, legal and tax considerations as well as local customs. The Company funds certain defined-benefit pension plans as claims are incurred.

The total cost of defined-benefit plans amounted to $15 million in 2014 (2013: $21 million; 2012: $18 million) consisting of $15 million ongoing cost (2013: $21 million; 2012: $20 million) and nil from special events resulting from restructurings, curtailments and settlements (2013: nil; 2012: $2 million).

The table below provides a summary of the changes in the pension benefit obligations and defined-benefit pension plan assets for 2014 and 2013, associated with the Company’s dedicated plans, and a reconciliation of the funded status of these plans to the amounts recognized in the consolidated balance sheets.


	2014			2013

Projected benefit obligation
Projected benefit obligation at beginning of year		406			419
Additions		—			—
Service cost		10			12
Interest cost		13			15
Actuarial (gains) and losses		76			(23	)
Curtailments and settlements		—			—
Benefits paid		(15	)		(24	)
Exchange rate differences		(43	)		7

Projected benefit obligation at end of year		447			406

Plan assets
Fair value of plan assets at beginning of year		170			162
Actual return on plan assets		10			5
Employer contributions		11			21
Benefits paid		(15	)		(24	)
Exchange rate differences		(19	)		6

Fair value of plan assets at end of year		157			170

Funded status		(290	)		(236	)

Classification of the funded status is as follows
- Prepaid pension cost within other non-current assets		—			18
- Accrued pension cost within other non-current liabilities		(282	)		(245	)
- Accrued pension cost within accrued liabilities		(8	)		(9	)

Total		(290	)		(236	)

Accumulated benefit obligation
Accumulated benefit obligation for all Company-dedicated benefit pension plans		416			370

Plans with assets less than accumulated benefit obligation
Funded plans with assets less than accumulated benefit obligation
- Fair value of plan assets		153			17
- Accumulated benefit obligations		204			56
- Projected benefit obligations		224			84
Unfunded plans
- Accumulated benefit obligations		209			179
- Projected benefit obligations		218			187

Amounts recognized in accumulated other comprehensive income (before tax)
Total AOCI at beginning of year		2			22
- Net actuarial loss (gain)		74			(21	)
- Exchange rate differences		(6	)		1

Total AOCI at end of year		70			2

F-26

The weighted average assumptions used to calculate the projected benefit obligations were as follows:


	2014			2013

Discount rate		2.6	%		3.7	%
Rate of compensation increase		1.8	%		2.3	%

The weighted average assumptions used to calculate the net periodic pension cost were as follows:


	2014			2013			2012

Discount rate		3.7	%		3.5	%		4.4	%
Expected returns on plan assets		4.2	%		4.0	%		4.1	%
Rate of compensation increase		2.3	%		2.4	%		3.1	%

For the Company’s major plans, the discount rate used is based on high quality corporate bonds (iBoxx Corporate Euro AA 10+).

Plans in countries without a deep corporate bond market use a discount rate based on the local sovereign rate and the plans maturity (Bloomberg Government Bond Yields).

Expected returns per asset class are based on the assumption that asset valuations tend to return to their respective long-term equilibria. The Expected Return on Assets for any funded plan equals the average of the expected returns per asset class weighted by their portfolio weights in accordance with the fund’s strategic asset allocation.

The components of net periodic pension costs were as follows:


	2014			2013			2012

Service cost		10			12			11
Interest cost on the projected benefit obligation		13			15			14
Expected return on plan assets		(7	)		(7	)		(6	)
Amortization of net (gain) loss		(1	)		1			—
Curtailments & settlements		—			—			(2	)
Other		—			—			1

Net periodic cost		15			21			18

A sensitivity analysis shows that if the discount rate increases by 1% from the level of December 31, 2014, with all other variables held constant, the net periodic pension cost would increase by $2 million. If the discount rate decreases by 1% from the level of December 31, 2014, with all other variables held constant, the net periodic pension cost would decrease by $2 million.

The estimated net actuarial loss (gain) and prior service cost that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next year (2015) are $3 million and nil respectively.

Plan assets

The actual pension plan asset allocation at December 31, 2014 and 2013 is as follows:


	2014			2013

Asset category:
Equity securities		35	%		32	%
Debt securities		54	%		53	%
Other		11	%		15	%

		100	%		100	%

We met our target plan asset allocation. The investment objectives for the pension plan assets are designed to generate returns that, along with the future contributions, will enable the pension plans to meet their future obligations. The investments in our major defined benefit plans largely consist of government bonds, “Level 2” Corporate Bonds and cash to mitigate the risk of interest fluctuations. The asset mix of equity, bonds, cash and other categories is evaluated by an asset-liability modeling study for our largest plan. The assets of funded plans in other countries mostly have a large proportion of fixed income securities with return characteristics that are aligned with changes in the liabilities caused by discount rate volatility. Total pension plan assets of $157 million include $145 million related to the German, Swiss and Philippine pension funds.

The following table summarizes the classification of these assets.


	2014						2013
	Level I		Level II		Level III		Level I		Level II		Level III

Equity securities		1		47		—		1		51		—
Debt securities		15		61		—		15		66		—
Other		12		6		3		13		7		4

		28		114		3		29		124		4

F-27

The Company currently expects to make cash contributions of $65 million in 2015, consisting of $4 million of employer contributions to defined-benefit pension plans, $18 million of employer contributions to defined-contribution pension plans, $37 million of employer contributions to multi-employer plans and $6 million of expected cash payments in relation to unfunded pension plans.

Estimated future pension benefit payments

The following benefit payments are expected to be made (including those for funded plans):


2015			14
2016			13
2017			13
2018			16
2019			17
Years 2020-2024			107

16 Debt

Short-term debt


	2014		2013

Short-term bank borrowings		8		24
Current portion of long-term debt		12		16

Total		20		40

At December 31, 2014, short-term bank borrowings of $8 million (2013: $24 million) consisted of a local bank borrowing by our Chinese subsidiary. The applicable weighted average interest rate during 2014 was 2.3% (2013: 3.5%).

Long-term debt


	Range of interest rates	Average rate of interest			Amount outstanding 2014		Due in 2015		Due after 2015		Due after 2019		Average remaining term (in years)		Amount outstanding December 31, 2013

USD notes	2.8%-5.8%		4.2	%		3,039		8		3,031		1,375		4.4		3,133
2019 Cash Convertible Senior Notes	1.0%-1.0%		1.0	%		945		—		945		—		4.9		—
Revolving Credit Facility (1)	—		—			—		—		—		—		—		150
Bank borrowings	2.0%-2.0%		2.0	%		3		3		—		—		0.3		4
Liabilities arising from capital lease transactions	2.6%-13.8%		5.9	%		4		1		3		—		1.8		10

			3.3	%		3,991		12		3,979		1,375		4.6		3,297

(1)	We do not have any borrowings under the €620 million Revolving Credit Facility as of December 31, 2014.

The following amounts of long-term debt at book value as of December 31, 2014 are due in the next 5 years:


2015			12
2016			510
2017			392
2018			754
2019			948
Due after 5 years			1,375

			3,991

As of December 31, 2014, the fixed rate notes and floating rate notes represented 81% and 19% respectively of the total principal amount of the notes outstanding at December 31, 2014. The remaining tenor of secured debt is on average 3.6 years.

Accrued interest as of December 31, 2014 is $28 million (December 31, 2013: $27 million).

Debt exchange and repurchase

At December 31, 2014 long-term debt increased to $3,979 million from $3,281 million at December 31, 2013. In 2014, the book value of our long-term debt increased by $698 million to $3,979 million, mainly due to the issuance of the Cash Convertible Notes due 2019 offset by repayments of the Revolving Credit Facility. Extinguishment of debt in 2014 amounted to a loss of $3 million compared to a loss of $114 million in 2013.

F-28

2014 Financing Activities

2017 Term Loan

On February 18, 2014, NXP entered into a new $400 million aggregate principal amount Senior Secured Term Loan Facility due March 4, 2017. Concurrently, NXP called the $486 million principal amount Senior Secured Term Loan Facility due March 4, 2017. A $100 million draw-down under our existing Revolving Credit Facility and approximately $5 million of cash on hand were used to settle the combined transactions, as well as pay the related call premium of $5 million and accrued interest of $4 million.

2019 Cash Convertible Senior Notes

In November 2014, NXP issued $1,150 million principal amount of its 2019 Cash Convertible Senior Notes (the “Notes”). The 2019 Cash Convertible Senior Notes have a stated interest rate of 1.00%, matures on December 1, 2019 and may be settled only in cash. The indenture for the 2019 Cash Convertible Senior Notes does not contain any financial covenants. Contractual interest payable on the 2019 Cash Convertible Senior Notes began accruing in December 2014 and is payable semi-annually each December 1st and June 1st. The initial purchasers’ transaction fees and expenses totaling $16 million were capitalized as deferred financing costs and are amortized over the term of the 2019 Cash Convertible Senior Notes using the effective interest method.

Prior to September 1, 2019, holders may convert their 2019 Cash Convertible Senior Notes into cash upon the occurrence of one of the following events:

	•		the price of NXP’s common stock reaches $102.84 during certain periods of time specified in the 2019 Cash Convertible Senior Notes;

	•		specified corporate transactions occur; or

	•		the trading price of the 2019 Cash Convertible Senior Notes falls below 98% of the product of (i) the last reported sales price of NXP’s common stock and (ii) the conversion rate on the date.

On or after September 1, 2019, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2019 Cash Convertible Senior Notes into cash at any time, regardless of the foregoing circumstances. NXP may not redeem the 2019 Cash Convertible Senior Notes prior to maturity.

The initial cash conversion rate for the 2019 Cash Convertible Senior Notes is 9.7236 shares of NXP’s common stock per $1,000 principal amount of 2019 Cash Convertible Senior Notes, equivalent to a cash conversion price of approximately $102.84 per share of NXP’s common stock, with the amount due on conversion payable in cash. Upon cash conversion, a holder will receive the sum of the daily settlement amounts, calculated on a proportionate basis for each day, during a specified observation period following the cash conversion date.

If a “fundamental change” (as defined below in this section) occurs at any time, holders will have the right, at their option, to require us to repurchase for cash all of their 2019 Cash Convertible Senior Notes, or any portion of the principal thereof that is equal to $1,000 or a multiple of $1,000 (provided that the portion of any global note or certified note, as applicable, not tendered for repurchase has a principal amount of at least $200,000, on the fundamental change repurchase date. A fundamental change is any transaction or event (whether by means of an exchange offer, change of common stock, liquidation, consolidation, merger, reclassification, recapitalization or otherwise) in which more than 50% of NXP’s common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration. A transaction or transactions described above will not constitute a fundamental change, however, if at least 90% of the consideration received or to be received by our common shareholders, excluding cash payments for fractional shares, in connection with such transaction or transactions consists of shares of common equity that are listed or quoted on any permitted exchange or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions such consideration becomes the reference property for the 2019 Cash Convertible Senior Notes.

As of December 31, 2014, none of the conditions allowing the holders of the 2019 Cash Convertible Senior Notes to convert the 2019 Cash Convertible Senior Notes into cash had been met.

The cash conversion feature of the 2019 Cash Convertible Senior Notes, or the Notes Embedded Conversion Derivative, requires bifurcation from the 2019 Cash Convertible Senior Notes. The Notes Embedded Conversion Derivative is accounted for as a derivative liability, which is included in Other non-current liabilities in NXP’s Consolidated Balance Sheet. The fair value of the Notes Embedded Conversion Derivative at the time of issuance of the 2019 Cash Convertible Senior Notes was $208 million, and was recorded as the original debt discount for purposes of accounting for the debt component of the Notes. This discount is recognized as interest expense using the effective interest method over the term of the 2019 Cash Convertible Senior Notes. As of December 31, 2014, the estimated fair value of the Notes Embedded Conversion Derivative was $203 million.

Concurrently with the pricing of the 2019 Cash Convertible Senior Notes, NXP entered into hedge transactions, or the Notes Hedges, with various parties whereby NXP has the option to receive the cash amount that may be due to the Notes holders at maturity in excess of the $1,150 million principal amount of the notes, subject to certain conversion rate adjustments in the Notes Indenture. These options expire on December 1, 2019, and must be settled in cash. The aggregate cost of the Notes Hedges was $208 million. The Notes Hedges are accounted for as derivative assets, and are included in Other assets in NXP’s Consolidated Balance Sheet. As of December 31, 2014, the estimated fair value of the Notes Hedges was $203 million.

The Notes Embedded Conversion Derivative and the Notes Hedges are adjusted to fair value each reported period and unrealized gains and losses are reflected in NXP’s Consolidated Statements of Operations. Because the fair values of the Notes Embedded Conversion Derivative and the Notes Hedges are designed to have similar offsetting values, there was no impact to NXP’s Consolidated Statements of Operations relating to these adjustments to fair value during fiscal 2014.

F-29

In separate transactions, NXP also sold warrants, to various parties for the purchase of up to approximately 11.18 million shares of NXP’s common stock at a price of $133.32 per share in a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended, or the Securities Act. The Warrants expire on various dates from March 2, 2012, through April 30, 2020, and will be net share settled. NXP received $134 million in cash proceeds from the sale of the Warrants, which has been recorded in Other non-current liabilities. Changes in the fair value of the Warrants will be recognized in NXP’s Consolidated Financial Statements. As of December 31, 2014 the estimated fair value of the Warrants was $136 million. The Warrants are included in diluted earnings per share to the extent the impact is dilutive. As of December 31, 2014, the Warrants were not dilutive.

The principal amount, unamortized debt discount and net carrying amount of the liability component of the 2019 Cash Convertible Senior Notes as of December 31, 2014 was as follows:


(in millions)	As of December 31, 2014

Principal amount of Cash Convertible Senior Notes		1,150
Unamortized debt discount of Cash Convertible Senior Notes		205

Net liability of Cash Convertible Senior Notes		945

The effective interest rate, contractual interest expense and amortization of debt discount for the Convertible Notes for fiscal 2014 were as follows:


(in millions, except percentage)	2014

Effective interest rate		5.14	%
Contractual interest expense	$	1
Amortization of debt discount	$	3

As of December 31, 2014, the if-converted value of the 2019 Cash Convertible Senior Notes exceeded the principal amount of the Notes. The total fair value of the 2019 Cash Convertible Senior Notes was $1,176 million.

U.S. dollar-denominated notes

The following table summarizes the outstanding notes as of December 31, 2014:


	Principal amount		Fixed/ floating		Interest rate			Current coupon rate			Maturity date

Term Loan		396		Floating		LIBOR plus 2% with a floor of 0.75	%		2.75	%		2017
Term Loan		395		Floating		LIBOR plus 2.50% with a floor of 0.75	%		3.25	%		2020
Senior Unsecured Notes		500		Fixed		3.5	%		3.5	%		2016
Senior Unsecured Notes		750		Fixed		3.75	%		3.75	%		2018
Senior Unsecured Notes		500		Fixed		5.75	%		5.75	%		2021
Senior Unsecured Notes		500		Fixed		5.75	%		5.75	%		2023
Cash Convertible Notes		1,150		Fixed		1	%		1	%		2019
Revolving Credit Facility				Floating								2017

Certain terms and Covenants of the U.S. dollar-denominated notes

The Company is not required to make mandatory redemption payments or sinking fund payments with respect to the notes. With respect to the Term Loans, the Company is required to repay $8 million annually.

The indentures governing the notes contain covenants that, among other things, limit the Company’s ability and that of restricted subsidiaries to incur additional indebtedness, create liens, pay dividends, redeem capital stock or make certain other restricted payments or investments; enter into agreements that restrict dividends from restricted subsidiaries; sell assets, including capital stock of restricted subsidiaries; engage in transactions with affiliates; and effect a consolidation or merger.

Certain portions of long-term and short-term debt as of December 31, 2014 in the principal amount of $791 million (2013: $1,033 million) have been secured by collateral on substantially all of the Company’s assets and of certain of its subsidiaries.

Each series of the senior unsecured notes are fully and unconditionally guaranteed jointly and severally, on a senior basis by certain of the Company’s current and future material wholly owned subsidiaries (“Guarantors”).

F-30

Pursuant to various security documents related to the above mentioned term loans and the $754 million (denominated €620 million) committed revolving credit facility, the Company and each Guarantor has granted first priority liens and security interests in, amongst others, the following, subject to the grant of further permitted collateral liens:

	(a)	all present and future shares of capital stock of (or other ownership or profit interests in) each of its present and future direct subsidiaries, other than SMST Unterstützungskasse GmbH, and material joint venture entities;

	(b)	all present and future intercompany debt of the Company and each Guarantor;

	(c)	all of the present and future property and assets, real and personal, of the Company, and each Guarantor, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, owned real estate, leaseholds, fixtures, general intangibles, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds, but excluding cash and bank accounts; and

	(d)	all proceeds and products of the property and assets described above.

Notwithstanding the foregoing, certain assets may not be pledged (or the liens not perfected) in accordance with agreed security principles, including:

	•		if the cost of providing security is not proportionate to the benefit accruing to the holders; and

	•		if providing such security requires consent of a third party and such consent cannot be obtained after the use of commercially reasonable efforts; and

	•		if providing such security would be prohibited by applicable law, general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar matters or providing security would be outside the applicable pledgor’s capacity or conflict with fiduciary duties of directors or cause material risk of personal or criminal liability after using commercially reasonable efforts to overcome such obstacles; and

	•		if providing such security would have a material adverse effect (as reasonably determined in good faith by such subsidiary) on the ability of such subsidiary to conduct its operations and business in the ordinary course as otherwise permitted by the indenture; and

	•		if providing such security or perfecting liens thereon would require giving notice (i) in the case of receivables security, to customers or (ii) in the case of bank accounts, to the banks with whom the accounts are maintained. Such notice will only be provided after the secured notes are accelerated.

Subject to agreed security principles, if material property is acquired by the Company or a Guarantor that is not automatically subject to a perfected security interest under the security documents, then the Company or relevant Guarantor will within 60 days provide security over this property and deliver certain certificates and opinions in respect thereof as specified in the indenture governing the notes.

17 Commitments and Contingencies

Lease Commitments

Property, plant and equipment includes $3 million as of December 31, 2014 (2013: $7 million) for capital leases and other beneficial rights of use, such as building rights and hire purchase agreements. The financial obligations arising from these contractual agreements are reflected in long-term debt. Long-term operating lease commitments totaled $130 million as of December 31, 2014 (2013: $107 million). The long-term operating leases are mainly related to the rental of buildings. These leases expire at various dates during the next 30 years. Future minimum lease payments under operating and capital leases are as follows:


	Operating Leases		Capital Leases

2015		42		1
2016		27		2
2017		14		1
2018		12		—
2019		13		—
Thereafter		22		—

Total future minimum leases payments		130		4
Less: amount representing interest				—

Present value of future minimum lease payments				4

Rent expense amounted to $63 million in 2014 (2013: $65 million; 2012: $54 million).

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 December 31, 2014, the Company had purchase commitments of $336 million, which are due through 2019.

F-31

Environmental remediation

In each jurisdiction in which we operate, we are subject to many environmental, health and safety laws and regulations that 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 water contamination and the health and safety of our employees. We are also required to obtain environmental permits from governmental authorities for certain of our operations.

As with other companies engaged in similar activities or that own or operate real property, the Company faces inherent risks of environmental liability at our current and historical manufacturing facilities. Certain environmental laws impose liability on current or previous owners or operators of real property for the cost of removal or remediation of hazardous substances. Certain of these laws also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are found to be contaminated.

Soil and groundwater contamination has been identified at our properties in Hamburg, Germany and Nijmegen, the Netherlands. The remediation processes have been ongoing for several years and are expected to continue for several years.

Our former property in Lent, the Netherlands, is affected by trichloroethylene contamination. ProRail B.V., owns certain property located nearby and has claimed that we have caused trichloroethylene contamination on their property. We have rejected ProRail’s claims, as we believe that the contamination was caused by a prior owner of our property in Lent. While we are currently not taking any remediation or other actions, we estimate that our aggregate potential liability, if any, in respect of this property will not be material.

Asbestos contamination has been found in certain parts of our properties in Manchester in the United Kingdom and in Nijmegen, the Netherlands. Both in the United Kingdom and the Netherlands, we will be required to dispose of the asbestos when the buildings currently standing on the property are demolished or divested. We estimate our potential liability will not be material. Additionally, in the Netherlands, we will be required to remediate the asbestos contamination at a leased property, upon termination of the lease. The lease is not expected to end soon and we estimate the cost of remediation will not be material.

Litigation

We are regularly involved as plaintiffs or defendants in claims and litigation relating to matters such as commercial transactions and intellectual property rights. In addition, our divestments sometimes result in, or are followed by, claims or litigation by either party. From time to time, we also are subject to alleged patent infringement claims. We rigorously defend ourselves against these alleged patent infringement claims, and we rarely participate in settlement discussions. Although the ultimate disposition of asserted claims and proceedings 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 consolidated statement of operations for a particular period.

With the support from its in-house and outside counsel and based on its best estimate, 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. 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 approximately $2 million accrued for legal proceedings pending as of December 31, 2014, compared to approximately $7 million as of December 31, 2013. Such accruals are for the greater part included in “Accrued liabilities”. There can be no assurance that the Company’s accruals will be sufficient to cover the extent of its potential exposure to losses. Historically, legal actions have not had a material adverse effect on the Company’s business, results of operations or financial condition.

The estimated aggregate range of reasonably possible losses is based on currently available information in relation to the claims that have arisen and on the Company’s best estimate of such losses for those cases for which such estimate can be made. For certain claims, the Company believes that an estimate cannot currently be made. The estimated aggregate range requires significant judgment, given the varying stages of the proceedings (including the fact that many of them are currently in preliminary stages), the existence of multiple defendants (including the Company) in such claims whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the claims, and the attendant uncertainty of the various potential outcomes of such claims. Accordingly, the Company’s estimate will change from time to time, and actual losses may be more than the current estimate. As at December 31, 2014, the Company believes that for all litigation pending its aggregate exposure to loss in excess of the amount accrued could range between $0 and approximately $44 million.

18 Stockholders’ Equity

The share capital of the Company as of December 31, 2014 and 2013 consists of 1,076,257,500 authorized shares, including 430,503,000 authorized shares of common stock, and 645,754,500 authorized but unissued shares of preferred stock.

At December 31, 2014, the Company has issued and paid up 251,751,500 shares (2013: 251,751,500 shares) of common stock each having a par value of €0.20 or a nominal stock capital of €50 million.

Share-based awards

The Company has granted share-based awards to the members of our board of directors, management team, our other executives, selected other key employees/talents of NXP and selected new hires to receive the Company’s shares in the future. See note 9, “Share-based Compensation”.

F-32

Treasury shares

In connection with the Company’s share repurchase programs, which originally commenced in 2011, and which were extended effective August 1, 2013 and February 6, 2014, and in accordance with the Company’s policy to provide share-based awards from its treasury share inventory, shares which have been repurchased and are held in treasury for delivery upon exercise of options and under restricted and performance share programs, are accounted for as a reduction of stockholders’ equity. Treasury shares are recorded at cost, representing the market price on the acquisition date. When issued, shares are removed from treasury shares on a first-in, first-out (FIFO) basis.

Differences between the cost and the proceeds received when treasury shares are reissued, are recorded in capital in excess of par value. Deficiencies in excess of net gains arising from previous treasury share issuances are charged to retained earnings.

The following transactions took place resulting from employee option and share plans in 2014:


	2014

Total shares in treasury at beginning of year		4,170,833
Total cost		167

Shares acquired under repurchase program		23,246,177
Average price in $ per share		61.73
Amount paid		1,435

Shares delivered		8,245,556
Average price in $ per share		46.84
Amount received		145

Total shares in treasury at end of year		19,171,454
Total cost		1,219

19 Accumulated other comprehensive income (loss), net of tax

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


	Net investment hedge			Currency translation differences			Changes in fair value cash flow hedges			Net actuarial gain/(losses)			Unrealized gain/(losses) available-for-sale securities		Accumulated Other Comprehensive Income (loss)

As of December 31, 2011		(203	)		504			—			22			—		323
2012 other comprehensive income (loss)		18			10			—			(51	)		—		(23	)

As of December 31, 2012		(185	)		514			—			(29	)		—		300
2013 other comprehensive income (loss)		68			(27	)		(4	)		10			—		47

As of December 31, 2013		(117	)		487			(4	)		(19	)		—		347
2014 other comprehensive income (loss)		(214	)		140			2			(66	)		1		(137	)

As of December 31, 2014		(331	)		627			(2	)		(85	)		1		210

20 Related-party Transactions

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

Other

We have a number of strategic alliances and joint ventures. We have relationships with certain of our alliance partners in the ordinary course of business whereby we enter into various sale and purchase transactions, generally on terms comparable to transactions with third parties. However, in certain instances upon divestment of former businesses where we enter into supply arrangements with the former owned business, sales are conducted at cost.

The following table presents the amounts related to revenue and expenses incurred in transactions with these related parties:


	2014		2013		2012

Revenue		11		—		33
Purchase of goods and services		103		102		204

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


	2014		2013

Receivables		15		—
Payables		30		33

F-33

21 Fair Value of Financial Assets and Liabilities

The following table summarizes the estimated fair value and carrying amount of our financial instruments:


				December 31, 2014						December 31, 2013
	Fair value hierarchy(1)			Carrying amount			Estimated fair value			Carrying amount			Estimated fair value

Assets:
Notes hedges		2			203			203			—			—
Other financial assets		2			44			44			18			18
Derivative instruments-assets		2			2			2			1			1

Liabilities:
Short-term debt		2			(12	)		(12	)		(31	)		(31	)
Short-term debt (bonds)		2	(1)		(8	)		(8	)		(9	)		(9	)
Long-term debt (bonds)		2	(1)		(3,031	)		(3,079	)		(3,124	)		(3,181	)
2019 Cash Convertible Senior Notes		2			(945	)		(1,176	)		—			—
Other long-term debt		2			(3	)		(3	)		(157	)		(157	)
Notes Embedded Conversion Derivative		2			(203	)		(203	)		—			—
Warrants		2			(136	)		(136	)		—			—
Derivative instruments-liabilities		2			(4	)		(4	)		(6	)		(6	)

(1)	Transfers between the levels of fair value hierarchy are recognized when a change in circumstances would require it. Short-term and long-term debt (bonds) was transferred to level 2 from level 1 as the Company concluded the inputs had become less observable.

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

Other financial assets and derivatives

For other financial assets and derivatives the fair value is based upon significant other observable inputs depending on the nature of the other financial asset and derivative.

Notes hedges

The Notes hedges are measured at fair value using level 2 inputs. The instrument is not actively traded and is valued using an option pricing model that uses observable market data for all inputs, such as implied volatility of NXP’s common stock, risk-free interest rate and other factors.

Debt

The fair value is estimated on the basis of observable inputs other than quoted prices in active markets for identical liabilities for certain issues, or on the basis of discounted cash flow analyses. Accrued interest is included under accounts payable and not within the carrying amount or estimated fair value of debt.

Notes Embedded Conversion Derivative and Warrants

The Notes Embedded Conversion Derivative and Warrants are measured at fair value using level 2 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable market data for all inputs, such as implied volatility of NXP’s common stock, risk-free interest rate and other factors.

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

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

22 Other Financial Instruments, Derivatives and Currency Risk

We conduct business in diverse markets around the world and employ a variety of risk management strategies and techniques to manage foreign currency exchange rate and interest rate risks. Our risk management program focuses on the unpredictability of financial markets and seeks to minimize the potentially adverse effects that the volatility of these markets may have on our operating results. One way we achieve this is through the active hedging of risks through the selective use of derivative instruments.

Derivatives are recorded on our Consolidated Balance Sheets at fair value which fluctuates based on changing market conditions.

The Company does not purchase or hold financial derivative instruments for trading purposes.

F-34

Currency risk

The Company’s transactions are denominated in a variety of currencies. The Company uses financial instruments to reduce its exposure to the effects of currency fluctuations. Accordingly, the Company’s organizations identify and measure their exposures from transactions denominated in other than their own functional currency. We calculate our net exposure on a cash flow basis considering balance sheet items, actual orders received or made and anticipated revenue and expenses. The Company generally hedges foreign currency exposures in relation to transaction exposures, such as receivables/payables resulting from such transactions and part of anticipated sales and purchases. The Company generally uses forwards to hedge these exposures. In addition, the U.S. dollar-denominated debt held by our Dutch subsidiary which has a euro functional currency may generate adverse currency results in financial income and expenses depending on the exchange rate movement between the euro and the U.S. dollar. This exposure has been partially mitigated by the application of net investment hedge accounting. In accordance with the provisions in ASC 815, “Derivatives and Hedging”, the Company has applied net investment hedging since May 2011. The U.S. dollar exposure of our net investment in U.S. dollar functional currency subsidiaries has been hedged by our U.S. dollar denominated debt for an amount of $1.7 billion. The hedging relationship is assumed to be highly effective. Foreign currency gains or losses on this U.S. dollar debt that is recorded in a euro functional currency entity that are designated as, and to the extent they are effective as, a hedge of the net investment in our U.S. dollar foreign entities, are reported as a translation adjustment in other comprehensive income within equity, and offset in whole or in part the foreign currency changes to the net investment that are also reported in other comprehensive income. As a result, in 2014, a charge of $214 million (2013: a benefit of $68 million) was recorded in other comprehensive income relating to the foreign currency result on the U.S. dollar-denominated notes that are recorded in a euro functional currency entity. Absent the application of net investment hedging, this amount would have been recorded as a loss (2013: gain) within financial income (expense) in the statement of operations. No amount resulting from ineffectiveness of net investment hedge accounting was recognized in the statement of operations in 2014 (2013: no amount).

23 Segments and Geographical Information

NXP is organized into two reportable segments, High Performance Mixed Signal (“HPMS”) and Standard Products (“SP”). Corporate and Other represents the remaining portion to reconcile to the Consolidated Financial Statements.

Our HPMS business segment delivers high performance mixed signal solutions to our customers to satisfy their system and sub-systems needs across eight application areas: automotive, identification, mobile, consumer, computing, wireless infrastructure, lighting and industrial, and software solutions for mobile phones. Our SP business segment offers standard products for use across many application markets, as well as application-specific standard products predominantly used in application areas such as mobile handsets, computing, consumer and automotive. The segments each include revenue from the sale and licensing of intellectual property related to that segment.

Our Chief Executive Officer, who is our CODM, regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Asset information by segment is not provided to our CODM as the majority of our assets are used jointly or managed at corporate level. Arithmetical allocation of these assets to the various businesses is not deemed to be meaningful and as such total assets per segment has been omitted.

Detailed information by segment for the years 2014, 2013 and 2012 is presented in the following tables.


Revenue	2014		2013		2012

HPMS		4,208		3,533		2,976
SP		1,275		1,145		1,168
Corporate and Other (1)		164		137		214

		5,647		4,815		4,358


Operating income (loss)	2014			2013			2012

HPMS		983			712			479
SP		120			39			89
Corporate and Other (1)		(54	)		(100	)		(156	)

		1,049			651			412

(1)	Corporate and Other is not a segment under ASC 280 “Segment Reporting”. Corporate and Other includes unallocated expenses not related to any specific business segment and corporate restructuring charges.

F-35


Goodwill assigned to segments	Cost at January 1, 2014		Acquisitions		Translation differences and other changes			Cost at December 31, 2014

HPMS		1,788		—		(183	)		1,605
SP		472		—		(48	)		424
Corporate and Other (1)		333		—		(34	)		299

		2,593		—		(265	)		2,328


	Accumulated impairment at January 1, 2014			Translation differences and other changes		Accumulated impairment at December 31, 2014

HPMS		(195	)		23		(172	)
SP		(40	)		5		(35	)
Corporate and Other (1)		—			—		—

		(235	)		28		(207	)

(1)	Corporate and Other is not a segment under ASC 280 “Segment Reporting”.

Geographical Information


	Revenue (1)						Property, plant and equipment
	2014		2013		2012		2014		2013		2012

China		2,756		2,047		1,699		116		115		131
Netherlands		171		146		94		169		180		180
Taiwan		96		98		112		138		91		80
United States		396		365		303		5		6		8
Singapore		452		421		436		200		214		226
Germany		450		434		447		80		80		88
South Korea		287		294		238		1		1		—
Other countries		1,039		1,010		1,029		414		361		357

		5,647		4,815		4,358		1,123		1,048		1,070

(1)	Revenue attributed to geographic areas is based on the customer’s shipped-to location (except for intellectual property license revenue which is attributable to the Netherlands).

24 Subsequent Events

On March 2, 2015, NXP announced that the company has entered into a definitive agreement under which NXP will merge with Freescale Semiconductor, Ltd. (Freescale).

Under the terms of the agreement, Freescale shareholders will receive $6.25 in cash and 0.3521 of an NXP ordinary share for each Freescale common share held at the close of the transaction. The purchase price implies a total equity value for Freescale of approximately $11.8 billion (based on NXP’s closing stock price as of February 27, 2015) and a total enterprise value of approximately $16.7 billion including Freescale’s net debt. The transaction is expected to close in the second half of calendar 2015. NXP intends to fund the transaction with $1.0 billion of cash from its balance sheet, $1.0 billion of new debt and approximately 115 million of NXP ordinary shares. Post transaction, Freescale shareholders are expected to own approximately 32 percent of the combined company. The transaction has been unanimously approved by the boards of directors of both companies and is subject to regulatory approvals in various jurisdictions and customary closing conditions, as well as the approval of NXP and Freescale shareholders. Upon consummation, we expect to account for the merger under the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standard Topic 805, Business Combinations, with NXP treated as the accounting acquirer.

Following our initial announcement on November 24, 2014, we purchased certain assets and IP of Quintic related to its Wearable and Bluetooth Energy IC business during the first quarter of 2015. This transaction contributes to NXP’s drive to create security and connectivity solutions for fast-growing Internet-of-Things applications in Health & Fitness Wearables, Mobile Transactions, Proximity Marketing, Smart Home and Automotive. The acquisition was accounted for under the purchase method of accounting. The financial impact of this acquisition was not material to the Company.

F-36

Previous: Item 18. Financial Statements