nxpi-20220403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 3, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-34841

NXP Semiconductors N.V.

(Exact name of registrant as specified in its charter)


Netherlands						98-1144352
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification number)

60 High Tech Campus						5656 AG
Eindhoven
Netherlands
(Address of principal executive offices)						(Zip code)


	+31	40	2729999
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common shares, EUR 0.20 par value	NXPI	The Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of April 29, 2022, there were 262,564,790 shares of our common stock, €0.20 par value per share, issued and outstanding.

NXP Semiconductors N.V.

Form 10-Q

For the Fiscal Quarter Ended April 3, 2022

TABLE OF CONTENTS


		Page
Part I
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

Part II
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 5.	Other Information	23
Item 6.	Exhibits	24

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

($ in millions, unless otherwise stated)


	For the three months ended
		April 3, 2022	April 4, 2021
Revenue		3,136	2,567
Cost of revenue		(1,359)	(1,212)
Gross profit		1,777	1,355
Research and development		(518)	(461)
Selling, general and administrative		(251)	(222)
Amortization of acquisition-related intangible assets		(135)	(180)
Total operating expenses		(904)	(863)
Other income (expense)		—	—
Operating income (loss)		873	492
Financial income (expense):

Other financial income (expense)		(105)	(87)
Income (loss) before income taxes		768	405
Benefit (provision) for income taxes		(114)	(40)
Results relating to equity-accounted investees		12	(1)
Net income (loss)		666	364
Less: Net income (loss) attributable to non-controlling interests		9	11
Net income (loss) attributable to stockholders		657	353

Earnings per share data:
Net income (loss) per common share attributable to stockholders in $
Basic		2.50	1.27
Diluted		2.48	1.25

Weighted average number of shares of common stock outstanding during the period (in thousands):
Basic		263,089	277,526
Diluted		265,109	283,263

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

($ in millions, unless otherwise stated)


	For the three months ended
		April 3, 2022	April 4, 2021
Net income (loss)		666	364
Other comprehensive income (loss), net of tax:
Change in fair value cash flow hedges		(4)	(14)
Change in foreign currency translation adjustment		(18)	(42)
Change in net actuarial gain (loss)		—	—

Total other comprehensive income (loss)		(22)	(56)
Total comprehensive income (loss)		644	308
Less: Comprehensive income (loss) attributable to non-controlling interests		9	11
Total comprehensive income (loss) attributable to stockholders		635	297

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

($ in millions, unless otherwise stated)


		April 3, 2022	December 31, 2021
ASSETS
Current assets:
	Cash and cash equivalents	2,683	2,830
	Accounts receivable, net	925	923

	Inventories, net	1,311	1,189
	Other current assets	356	286
Total current assets		5,275	5,228
Non-current assets:
	Other non-current assets	1,701	1,346
	Property, plant and equipment, net of accumulated depreciation of $4,805 and $4,676	2,814	2,635
	Identified intangible assets, net of accumulated amortization of $3,059 and $3,021	1,577	1,694
	Goodwill	9,954	9,961
	Total non-current assets	16,046	15,636
Total assets		21,321	20,864

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable	1,369	1,252

	Restructuring liabilities-current	16	25
	Other current liabilities	1,460	1,175

Total current liabilities		2,845	2,452
Non-current liabilities:
	Long-term debt	10,573	10,572
	Restructuring liabilities	14	12
	Deferred tax liabilities	53	57
	Other non-current liabilities	1,076	1,001
Total non-current liabilities		11,716	11,642
Total liabilities		14,561	14,094
Equity:
	Non-controlling interests	251	242

	Stockholders’ equity:
	Common stock, par value €0.20 per share:	56	56
	Capital in excess of par value	13,819	13,727
	Treasury shares, at cost:
	11,966,850 shares (2021: 9,569,359 shares)	(2,433)	(1,932)
	Accumulated other comprehensive income (loss)	26	48
	Accumulated deficit	(4,959)	(5,371)
	Total stockholders’ equity	6,509	6,528
Total equity		6,760	6,770
Total liabilities and equity		21,321	20,864

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

($ in millions, unless otherwise stated)


	For the three months ended
	April 3, 2022	April 4, 2021
Cash flows from operating activities:
Net income (loss)	666	364
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization	310	341
Share-based compensation	89	91
Amortization of discount (premium) on debt, net	1	—
Amortization of debt issuance costs	2	2
Net (gain) loss on sale of assets	(1)	—
(Gain) loss on equity security, net	(4)	(3)

Results relating to equity-accounted investees	(12)	1
Deferred tax expense (benefit)	(33)	12
Changes in operating assets and liabilities:
(Increase) decrease in receivables and other current assets	(61)	(95)
(Increase) decrease in inventories	(122)	(26)
Increase (decrease) in accounts payable and other liabilities	266	51
Decrease (increase) in other non-current assets	(247)	(8)
Exchange differences	—	(1)
Other items	2	3
Net cash provided by (used for) operating activities	856	732
Cash flows from investing activities:
Purchase of identified intangible assets	(43)	(37)
Capital expenditures on property, plant and equipment	(280)	(150)
Purchase of equipment leased to others	(5)	—

Proceeds from disposals of property, plant and equipment	1	—
Purchase of interests in businesses, net of cash acquired	(

SEC Form 10-Q filed by NXP Semiconductors N.V.