A Dark Vector Cognition product

Item 16C. Principal Accountant Fees and Services

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Item 16C. Principal Accountant Fees and Services

The Company has instituted a comprehensive auditor independence policy that regulates the relation between the Company and its external auditors and is available on our website (www.nxp.com/investor). The policy includes rules for the pre-approval by the audit committee of all services to be provided by the external auditor. The policy also describes the prohibited services that may not be provided. Proposed services may be pre-approved at the beginning of the year by the audit committee (annual pre-approval) or may be pre-approved during the year by the audit committee in respect of a particular engagement (specific pre-approval). The annual pre-approval is based on a detailed, itemized list of services to be provided, designed to ensure that there is no management discretion in determining whether a service has been approved and to ensure the audit committee is informed of each service it is pre-approving. Unless pre-approval with respect to a specific service has been given at the beginning of the year, each proposed service requires specific pre-approval during the year. Any annually pre-approved services where the fee for the engagement is expected to exceed pre-approved cost levels or budgeted amounts will also require specific pre-approval. The term of any annual pre-approval is 12 months from the date of the pre-approval unless the audit committee states otherwise. During 2014, there were no services provided to the Company by the external auditors which were not pre-approved by the audit committee.

The external auditor attends, in principle, all meetings of the audit committee. The findings of the external auditor, the audit approach and the risk analysis are also discussed at these meetings. The external auditor attends the meeting of the board of directors at which the report of the external auditor with respect to the audit of the annual accounts is discussed, and at which the annual accounts are approved. In its audit report on the annual accounts to the board of directors, the external auditor refers to the financial reporting risks and issues that were identified during the audit, internal control matters, and any other matters, as appropriate, requiring communication under the auditing standards generally accepted in the Netherlands and the United States.

Our Consolidated Financial Statements included in this Report have been audited by KPMG Accountants N.V., an independent registered public accounting firm. These financial statements have been approved by the relevant boards.

The aggregate fees billed for professional services rendered for the fiscal periods 2015 and 2014 were as follows:

Aggregate fees KPMG

($ in millions)20152014
Audit fees4.93.2
Other fees0.10.1
5.03.3

Audit fees consist of fees for the examination of both the consolidated and statutory financial statements and include fees paid by Freescale to KPMG prior to the acquisition. Audit fees also include fees that only our independent auditor can reasonably provide such as comfort letters and review of documents filed with the SEC. Other fees consist of fees for professional services by our independent registered accounting firm for permissible non-audit services.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Table of Contents

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides a summary of shares repurchased by the Company in 2015:

Period beginPeriod endPeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1February 8January8,27778.398,2773,819,330
February 9March 8February41,38481.7941,3843,777,946
March 9April 5March———3,777,946
April 6May 10April1,339,18599.591,339,1852,438,761
May 11June 7May360,25379.18250,0002,188,761
June 8July 5June———2,188,761
July 6August 9July490,10895.37490,1081,698,653
August 10September 6August1,210,00086.641,210,000488,653
September 7October 4September70,00088.2870,00020,418,653
October 5November 8October1,579,85182.591,579,85118,838,802
November 9December 6November———18,838,802
December 7December 31December237,25285.92237,25218,601,550
Total 20155,336,31088.935,226,057

From time to time, last in September 2015, the General Meeting of Shareholders authorized the Board of Directors to repurchase shares of our common stock. On that basis, the Board of Directors resolved to repurchase shares to cover in part employee stock options and equity rights under its long term incentive plans. The purchases identified in the table were all pursuant to this authorization.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

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