NXP Semiconductors (NXPI) 10-K risk factor changes: FY2022 vs FY2021

[removed: The COVID-19] [added: The coronavirus (COVID-19)] pandemic and measures taken in response have adversely impacted the Company's financial condition and results of [removed: operations.][added: operations.]

The [added: COVID-19] outbreak has significantly increased economic and demand uncertainty.

Risks related to a slowdown or recession are described in our risk factor titled “Significantly increased volatility and instability and unfavorable economic conditions may adversely affect our business” [removed: below.][added: above.]

The spread of COVID-19 caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and we may reinstitute these and additional measures as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, and [removed: suppliers as we continue to respond to the COVID-19 situation in the communities in which we operate.][added: suppliers.]

The degree to which [removed: COVID-19] [added: COVID-19, or a similar global health crisis,] adversely impacts our future results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.

To the extent the COVID-19 [removed: pandemic] [added: pandemic, or a similar global health crisis,] adversely affects our business, results of operations, financial condition and cash flows, it may also heighten many of the other risks described [removed: below.][added: in Part I, Item 1A Risk Factors.]

Beginning in the third quarter of 2020, demand rebounded [added: across all end markets] more quickly than anticipated and accelerated through the [removed: fourth] [added: third] quarter of [removed: 2021,] [added: 2022,] resulting in our inability to fully satisfy customer demand.

Accordingly, the success of our business depends to a significant extent on our ability to develop new technologies and products that are [removed: ultimately successful in the market.]

The costs related to the research and development necessary to develop new technologies and products are significant and [added: subject to increase due to current and expected inflation and] any reduction of our research and development budget could harm our competitiveness.

Furthermore, developing industry trends, [removed: including] [added: such as] customers’ use of outsourcing and [removed: new and] revised supply chain models, [added: including the direct purchase of semiconductor products by end product manufacturers instead of component manufacturers,] may affect our revenue, [removed: costs] [added: costs, customer relations] and working capital requirements.

The semiconductor industry is [added: historically] characterized by continued price erosion, especially after a product has been on the market.

In turn, [added: historically] demand for older technology falls, causing the price at which such products can be sold to drop, in some cases precipitously.

[removed: In] [added: If this trend continues, in] order to continue profitably supplying these products, we must reduce our production [added: and procurement] costs in line with the lower revenue we can expect to generate per unit.

Usually, this must be accomplished through improvements in process [removed: technology and] [added: technology,] production [removed: efficiencies.][added: efficiencies and efficient procurement pricing.]

[added: Should reductions in our] manufacturing costs fail to keep pace with reductions in market prices for the products we sell, this could have a material adverse effect on our business, financial condition and results of operations.

- negative economic developments in economies around the world and the instability of governments and international trade arrangements, such as the increase of barriers to international trade including the imposition of tariffs on imports by the United States and China, the withdrawal of the United Kingdom from the European [removed: Union] [added: Union, enhanced export controls on certain products] and [added: sanctions on certain industry sectors and parties and] the sovereign debt crisis in certain European countries;

- social and political instability in a number of countries around the world, including continued hostilities and civil unrest in the Middle [removed: East.][added: East and the armed conflict in Ukraine.]

The instability may have a negative effect on our business, financial condition and operations via our customers and [added: global supply chain and] volatility in energy prices and the financial markets;

- [added: geopolitical tension and disputes and resulting] adverse changes in [removed: governmental] [added: government] policies, especially those affecting [added: global] trade and [removed: investment;][added: investment.]

- volatility in foreign currency exchange rates, in particular with respect to the U.S. dollar, and transfer restrictions, in particular in [added: mainland] China; and

Impairment may result from, among other things, a sustained decrease in share price, deterioration in performance, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of or affect the products [removed: and services we sell, challenges to the validity of certain registered intellectual property, reduced sales of certain products incorporating intellectual property and a variety of other factors.]

The volatility of our customers’ own businesses and the time required to manufacture products also [removed: makes] [added: make] it difficult to manage inventory levels and [removed: requires] [added: require] us to stockpile products across many different specifications.

If we release defective products into the market, our reputation could suffer and we may [removed: lose sales opportunities and incur liability for damages.]

We may be named in product liability claims even if there is no evidence that our products caused the damage in question, and such claims could result in significant costs [added: and expenses relating to attorneys’ fees and damages.]

Components and [removed: IP] [added: Intellectual Property (IP)] we purchase or license from third parties for use in our products, as well as industry-standard specifications we implement in our products, are also regularly subject to security vulnerabilities.

We may, in the future, experience manufacturing difficulties or permanent or temporary loss of manufacturing capacity due [removed: to the preceding or other risks.]

[added: Because the equipment that] we purchase is complex, it is frequently difficult or impossible for us to substitute one piece of equipment for another or replace one type of material with another.

Our business, financial condition and results of operations could be harmed if we are unable to obtain adequate supplies of quality equipment or materials in a timely manner or if there are significant increases in the costs of equipment or [removed: materials.][added: materials due to current or expected inflation or other reasons and we are not able to increase the price of our products.]

In addition, purchasing rather than manufacturing these products may adversely affect our gross profit margin if the purchase costs of these products are higher than our own manufacturing costs would have [removed: been.][added: been or if we are not able to increase the price of our products to reflect the higher input costs.]

Furthermore, these outsourcing costs can vary materially from quarter to quarter and, in cases of industry [removed: shortages,] [added: shortages like we experienced in 2022,] they can increase significantly, [added: which may] negatively [removed: affecting] [added: affect] our gross [removed: profit.][added: profit if we are not able to increase the price of our products.]

[removed: There is increasing concern that climate] [added: Climate] change may cause a rising number of natural [removed: disasters.][added: disasters that could negatively affect our operations.]

In addition, climate change could cause certain natural disasters, such as drought, wildfires, storms, flooding or rising sea levels, to occur more frequently or with greater [removed: intensity, which could pose][added: intensity.]

[added: Such natural disasters pose] physical risks to our [removed: manufacturing or] [added: manufacturing,] IT facilities or our suppliers’ facilities, or could disrupt the availability of water and utilities necessary for the operation of our manufacturing facilities or our suppliers’ facilities resulting in increased operating costs [removed: and/or] [added: and] business disruption, such as the disruption to our Austin, Texas manufacturing facilities caused by the February 2021 winter storm and weather-related disruption of water and utilities to these facilities.

Our results of operations could be negatively impacted if [added: we] are required to suspend activities with certain customers or suppliers due to [added: the current and] future changes in regulations.

Furthermore, global privacy legislation, enforcement, and policy activity, such as the EU General Data Privacy Regulation, are rapidly expanding and creating a complex regulatory [removed: compliance environment.]

We are subject to many environmental, health and safety laws and regulations in each jurisdiction in which we operate, which 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 [added: water contamination and the health and safety of our employees.]

Our computer systems and networks are subject to attempted security breaches and other cybersecurity incidents, which, if successful, could [added: adversely] impact our business.

We have, from time to time, experienced cyber-attacks attempting to obtain access to [added: and misuse] our computer systems and networks.

Such [removed: incidents, whether or not successful,] [added: incidents] could result in the misappropriation of our proprietary information and technology, the compromise of personal and confidential information of our employees, customers or suppliers or interrupt our business.

Such breaches could result in, for example, unauthorized access to, disclosure, [removed: modification,] misuse, loss, or destruction of our, our customer, or other third party data or systems, theft of sensitive or confidential data including personal information (including personal data about our employees, customers or other third parties) and intellectual property, system disruptions, and [added: denial of service.]

Beginning in the third quarter of 2022, we have seen a slowdown, primarily in our more consumer exposed end markets of IoT and Mobile versus the prior year with a significant degree of uncertainty for the near-term demand trends.

ultimately successful in the market.

Sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains and decoupling of global trade networks;

In addition, Russia’s recent invasion of Ukraine has led to sanctions, export controls and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic.

Additional potential sanctions and penalties have also been proposed and/or threatened.

Russian military and economic actions and resulting sanctions could adversely affect the global economy and financial markets.

Further escalation of the conflict between Ukraine and Russia could adversely impact the global supply chain, disrupt our operations, or negatively impact the demand for our products in our primary end markets.

Any such disruption could result in an adverse impact to our financial results.

and services we sell, challenges to the validity of certain registered intellectual property, reduced sales of certain products incorporating intellectual property and a variety of other factors.

lose sales opportunities and incur liability for damages.

Such difficulties may include rationing, or other forced disruption of utility supplies such as electricity, gas or water by governments or regulators which could lead to disruptions of our operation resulting in high costs and global supply chain disruptions.

to the preceding or other risks.

For example, as part of the industry-wide shortage of semiconductors during 2022 we could not obtain sufficient silicon wafers from our foundry partners to meet the demand for our products, causing us to not fully supply the demand for our products, and negatively affecting our results of operations.

In addition, semiconductor manufacturing is a water-intensive process.

Many of our manufacturing sites and those of our suppliers are located in semi–arid regions that may become increasingly vulnerable to prolonged droughts associated with evolving changes to the climate, which may lead to water scarcity.

If we and our suppliers are not able to implement adequate water recycling and conservation measures or if the water scarcity in a particular region becomes acute and restricts the availability of water necessary for the operation of our manufacturing facilities or our suppliers’ facilities, our business may be significantly negatively impacted.

In October 2022, the U.S. imposed restrictions on the export of US-regulated products and technology to certain mainland Chinese technology companies.

compliance environment.

In addition, governments are increasingly imposing restrictions on foreign investment in semiconductor businesses and technology, such as the Dutch foreign investment control regime, that may limit our ability to execute strategic acquisitions, investments and alliances, any of which could have a material adverse effect on our business.

We have identified instances of employee misappropriation or theft of certain proprietary technology by individuals who are no longer employed by NXP.

In some cases, such misappropriation may result in the violation of applicable export control regulations, which we report to relevant authorities as appropriate.

As of the date of this filing we do not believe that any such misappropriation or theft known to us has resulted in a material adverse effect on our business or any material damage to us.

However, there can be no assurance that these or other similar incidents will not have a material impact on our operations and financial results in the future.

patents and other intellectual property rights may be or become unavailable or limited in scope.

circumstances so warrant.

The COVID-19 pandemic, or a similar global health crisis, may continue to impact us in the future.

The situation remains uncertain and the continued spread of COVID-19 or variants of COVID-19 may result in economic slowdown or disruptions to our supply chain in one or more geographic areas in which we operate, including the possibility that it could lead to a global recession.

Specifically, in the last quarter of 2022 we experienced an unexpected decrease in demand in mainland China due to the increased COVID-19 infection rate.

Internal controls related to the operation of technology systems are critical to maintaining adequate internal control over financial reporting.

During 2022, we completed the remediation measures related to the material weakness and concluded that our internal control over financial reporting was effective as of December 31, 2022.

Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly.

The market price of our common stock is likely to continue to be volatile and subject to significant price and volume fluctuations for many reasons, including in response to the risks

As part of the OECD framework to implement a minimum tax rate, the EU has adopted a directive on ensuring a global minimum level of taxation for multinational companies, also known as Pillar 2, to become

effective in 2024.

It is anticipated that other countries will also introduce Pillar 2 legislation.

Risks related to the coronavirus (COVID-19) pandemic

The extent to which the coronavirus (COVID-19) outbreak and measures taken in response thereto could materially adversely affect our financial condition and results of operations will depend on future developments, which are highly uncertain and are difficult to predict.

The novel strain of the coronavirus identified in China in late 2019 has globally spread throughout other areas such as Asia, Europe, the Middle East, and North America and has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns.

These measures have adversely impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers.

We have significant manufacturing operations in China, Malaysia, Thailand, Singapore, Taiwan, The Netherlands and the U.S., and each of these countries has been affected by the outbreak and taken measures to try to contain it.

There is considerable uncertainty regarding such measures and potential future measures, and restrictions on our access to our manufacturing facilities or on our support operations or workforce, or similar limitations for our vendors and suppliers, and restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures, could limit our capacity to meet customer demand and have a material adverse effect on our financial condition and results of operations.

The situation remains uncertain and the continued spread of COVID-19 or variants of COVID-19 may result in another economic

1 The contents of our website and our Corporate Sustainability Report and Sustainability Policy are referenced for general information only and are not incorporated by reference in this Form 10-K.

slowdown similar or worse than what we experienced in the first half of 2020, including the possibility that it could lead to a global recession.

There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and our ability to perform critical functions could be harmed.

Even after the COVID-19 outbreak has subsided, we may experience material adverse impacts to our business as a result of the global economic impact and any recession that has occurred or may occur in the future.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak on our operations and financial results is highly uncertain and subject to change.

Should reductions in our

As a result of our acquisition of Marvell’s Wireless WiFi Connectivity Business Unit, Bluetooth technology portfolio and related assets in 2019, we recognized goodwill of $1.1 billion and intangible assets of $0.5 billion.

and expenses relating to attorneys’ fees and damages.

Because the equipment that

water contamination and the health and safety of our employees.

denial of service.

licenses on satisfactory terms, if at all.

Although we have several share based compensation plans in place, we cannot be sure that these plans will help us in our ability to retain key personnel, especially considering that the stock options under some of our plans become exercisable upon a change of control (in particular, when a third party, or third parties acting in concert, obtains, whether directly or indirectly, control of us).

not irreconcilable with a decision of a Dutch court rendered between the same parties or with an earlier decision of a foreign court rendered between the same parties in a dispute that is about the same subject matter and that is based on the same cause, provided that earlier decision can be recognized in the Netherlands.

We have initiated remediation plans to address the material weakness, including, but not limited to, expanding controls, applying other appropriate procedures to address the design and operation of internal controls relating to certain IT systems, and enhancing procedures for the identification of control activities and monitoring of control performance to ensure that the components of internal control relating to certain IT systems are present and functioning.

While there can be no assurance that our efforts will be successful, in fiscal year 2022 we intend to fully implement these plans to remediate the material weaknesses.

payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.

In 2021, the United States proposed a budget reconciliation act that could amend the Internal Revenue Code (the “Build Back Better Act”).

The Build Back Better proposal contains provisions affecting the tax treatment of both U.S. companies (such as certain of our subsidiaries) and non-U.S. companies that could materially affect us.

The Build Back Better proposal includes provisions that impose a minimum tax of 15% on adjusted financial statement net income, extends through the end of 2025 (set to expire on December 31, 2021) the expensing of research and experimental costs, and modifies U.S. inbound and outbound international provisions – including the global intangible low-taxed income (GILTI) on foreign earnings made by U.S. corporations’ foreign subsidiaries, the deduction for certain foreign-derived intangible income (FDII), and the base erosion and anti-abuse tax (BEAT) levied on otherwise deductible payments made to certain foreign affiliates.

Although not yet passed and not yet signed into law, the effective date for the provisions could range from January 1, 2022 to January 1, 2023.

This section of this Form 10-K generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] as filed with the SEC on February [removed: 25, 2021.*][added: 24, 2022.*]

| | | | December 31, [removed: 2021] [added: 2022] | | | | | | [removed: October 3,] [added: December 31,] 2021 | | | | | | Increase/(decrease) | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | Increase/(decrease) | | |

| Operating income (loss) | | | [removed: 807] [added: 980] | | | | | | [removed: 711] [added: 807] | | | | | | [removed: 96] [added: 173] | | | | | | [removed: 2,583] [added: 3,797] | | | | | | [removed: 418] [added: 2,583] | | | | | | [removed: 2,165] [added: 1,214] | | |

| Cash flow from operating activities | | | [removed: 785] [added: 1,076] | | | | | | [removed: 924] [added: 785] | | | | | | [removed: (139)] [added: 291] | | | | | | [removed: 3,077] [added: 3,895] | | | | | | [removed: 2,482] [added: 3,077] | | | | | | [removed: 595] [added: 818] | | |

| Total debt | | | [removed: 10,572] [added: 11,165] | | | | | | [removed: 9,593] [added: 10,572] | | | | | | [removed: 979] [added: 593] | | | | | | [removed: 10,572] [added: 11,165] | | | | | | [removed: 7,609] [added: 10,572] | | | | | | [removed: 2,963] [added: 593] | | |

| Diluted weighted average number of shares outstanding | | | [removed: 268,545] [added: 261,448] | | | | | | [removed: 271,359] [added: 268,545] | | | | | | [removed: (2,814)] [added: (7,097)] | | | | | | [removed: 275,646] [added: 264,053] | | | | | | [removed: 283,809] [added: 275,646] | | | | | | [removed: (8,163)] [added: (11,593)] | | |

| Diluted net income per share | | | [removed: 2.24] [added: 2.76] | | | | | | [removed: 1.91] [added: 2.24] | | | | | | [removed: 0.33] [added: 0.52] | | | | | | [removed: 6.79] [added: 10.55] | | | | | | [removed: 0.18] [added: 6.79] | | | | | | [removed: 6.61] [added: 3.76] | | |

| Dividends per common share | | | [removed: 0.5625] [added: 0.8450] | | | | | | 0.5625 | | | | | | [removed: —] [added: 0.283] | | | | | | [removed: 2.25] [added: 3.38] | | | | | | [removed: 1.50] [added: 2.25] | | | | | | [removed: 0.75] [added: 1.13] | | |

Our gross profit percentage for [removed: 2021] [added: 2022] increased to [removed: 54.8%] [added: 56.9%] from [removed: 49.2%,] [added: 54.8%,] primarily due to the significant [removed: acceleration of] [added: higher] revenue during [removed: the second half of 2021, after the drop of sales in 2020 due to the COVID-19 pandemic,] [added: 2022,] which led to improved [removed: utilization, cost reductions] [added: utilization] and efficiencies, partly offset by higher personnel-related [added: costs and higher supplier] costs.

Revenue for the fourth quarter, which ended December 31, [removed: 2021] [added: 2022,] was [removed: $3,039] [added: $3,312] million as compared to [removed: $2,507] [added: $3,039] million for the fourth quarter ended December 31, [removed: 2020,] [added: 2021,] an increase of [removed: $532] [added: $273] million or an increase of [removed: 21.2%.][added: 9.0%.]

[added: |] Revenue [added: | | | 7,674 | | |]

We continue to generate strong operating cash flows, with [removed: $3,077] [added: $3,895] million in cash flows from operations for [removed: 2021.][added: 2022.]

We returned [removed: $4,577] [added: $2,244] million to our shareholders during the year in dividends and repurchases of common stock.

Our cash position at the end of [removed: 2021] [added: 2022] was [removed: $2,830] [added: $3,845] million.

The following table presents the composition of operating income for the years ended December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020.][added: 2021.]

| ($ in millions, unless otherwise stated) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenue | | | [removed: 11,063] [added: 13,205] | | | | | | [removed: 8,612] [added: 11,063] | | |

| % nominal growth | | | [removed: 28.5] [added: 19.4] | | | | | | [removed: (3.0)] [added: 28.5] | | |

| Gross profit | | | [removed: 6,067] [added: 7,517] | | | | | | [removed: 4,235] [added: 6,067] | | |

| Research and development | | | [removed: (1,936)] [added: (2,148)] | | | | | | [removed: (1,725)] [added: (1,936)] | | |

| Selling, general and administrative (SG&A) | | | [removed: (956)] [added: (1,066)] | | | | | | [removed: (879)] [added: (956)] | | |

| Amortization of acquisition-related intangible assets | | | [removed: (592)] [added: (509)] | | | | | | [removed: (1,327)] [added: (592)] | | |

| Other income | | | [removed: —] [added: 3] | | | | | | [removed: 114] [added: 0] | | |

| Operating income | | | [removed: 2,583] [added: 3,797] | | | | | | [removed: 418] [added: 2,583] | | |

Revenue for the year-ended December 31, [removed: 2021] [added: 2022] was [removed: $11,063] [added: $13,205] million compared to [removed: $8,612] [added: $11,063] million for the year-ended December 31, [removed: 2020,] [added: 2021,] an increase of [removed: $2,451] [added: $2,142] million or [removed: 28.5%] [added: 19.4%] year-on-year, [removed: as a result of resurgent] [added: with] growth [removed: across] [added: in] all of the [removed: Company's four focus end markets, with substantial growth in our strategic focused Automotive and Industrial] [added: Company’s] end markets.

| ($ in millions, unless otherwise stated) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Increase/(decrease) | | | | | | % | | |

| Communication Infrastructure & Other | | | [removed: 1,748] [added: 2,006] | | | | | | [removed: 1,703] [added: 1,748] | | | | | | [removed: 45] [added: 258] | | | | | | [removed: 2.6] [added: 14.8] | | % |

| EMEA (Europe, the Middle East and Africa) | | | [removed: 2,036] [added: 2,582] | | | | | | [removed: 1,538] [added: 2,036] | | | | | | [removed: 498] [added: 546] | | | | | | [removed: 32.4] [added: 26.8] | | % |

[removed: ][added: ]

From a channel perspective, [removed: NXP’s distribution partners in Greater China and Asia Pacific,] the [removed: Americas, and Japan were responsible for the majority of the year-on-year growth, though the] Company experienced [removed: solid] growth from direct [removed: OEM/EMS] [added: OEM and EMS] customers [added: and NXP's distribution partners] across all geographic regions.

From a channel perspective, NXP’s distribution partners in [removed: Greater] China and Asia Pacific facilitated the year-on-year growth, servicing the concentrated mobile manufacturing centers in Asia.

[removed: Revenue] [added: The increase] in [removed: the Communication Infrastructure & Other end market] [added: revenue] was [removed: $1,748 million, an increase of 2.6% versus the year ago period] due to a combination of [removed: Secure Tagging and Smart Transit products, as well as] strength from [added: network edge equipment,] RF Power products levered to the secular build-out of 5G base stations, [removed: offset by declines in legacy multi-core processing] [added: and the ongoing demand for RFID tagging solutions and transit and access] solutions.

From a channel perspective, NXP’s distribution partners in [removed: Greater China and] [added: China,] Asia [removed: Pacific facilitated] [added: Pacific,] the [added: Americas, and Europe regions were responsible for the] year-on-year growth.

Gross profit for the year-ended December 31, [removed: 2021] [added: 2022] was [removed: $6,067] [added: $7,517] million, or [removed: 54.8%] [added: 56.9%] of revenue, compared to [removed: $4,235] [added: $6,067] million, or [removed: 49.2%] [added: 54.8%] of revenue, for the year-ended December 31, [removed: 2020.][added: 2021.]

As a result, the gross margin percentage increased to [removed: 54.8%] [added: 56.9%] from [removed: 49.2%.][added: 54.8%.]

[removed: ][added: ]

Operating expenses for the year-ended December 31, [removed: 2021] [added: 2022] totaled [removed: $3,484] [added: $3,723] million, or [removed: 31.5%] [added: 28.2%] of revenue, compared to [removed: $3,931] [added: $3,484] million, or [removed: 45.6%] [added: 31.5%] of revenue, for the year-ended December 31, [removed: 2020.][added: 2021.]

| ($ in millions, unless otherwise stated) | | | [removed: 2021] [added: 2022] | | | | | | % of revenue | | | | | | [removed: 2020] [added: 2021] | | | | | | % of revenue | | | | | | % change | | |

| Research and development | | | [removed: 1,936] [added: 2,148] | | | | | | [removed: 17.5] [added: 16.3] | | % | | | | [removed: 1,725] [added: 1,936] | | | | | | [removed: 20.0] [added: 17.5] | | % | | | | [removed: 12.2] [added: 11.0] | | % |

| Revenue | | | 3,312 | | | | | | 3,039 | | | | | | 273 | | | | | | 13,205 | | | | | | 11,063 | | | | | | 2,142 | | |

| Gross profit | | | 1,891 | | | | | | 1,707 | | | | | | 184 | | | | | | 7,517 | | | | | | 6,067 | | | | | | 1,450 | | |

| Net debt | | | 7,320 | | | | | | 7,742 | | | | | | (422) | | | | | | 7,320 | | | | | | 7,742 | | | | | | (422) | | |

Revenue for 2022 was $13,205 million as compared to the $11,063 million reported in 2021, an increase of $2,142 million or an increase of 19.4% year-on-year.

The increase is attributed to inflationary effects of increased input costs from suppliers which were passed along to end customers in the form of higher average selling prices and strong customer demand.

The growth compared with the previous year period results from higher average selling prices across all of our end markets and strong demand within NXP’s Automotive end market, while the Industrial IoT, Communication Infrastructure & Other and the Mobile end markets experienced slower demand signals versus the year ago period.

When aggregating all end markets together, and reviewing sales channel performance, business transacted through direct OEM and EMS customers was $1,397 million, an increase of 8.1% versus the year ago period.

NXP's third party distribution partners was $1,876 million, an increase of 9.8%.

From a geographic perspective, revenue increased across all regions.

The gross profit percentage for the fourth quarter of 2022 increased to 57.1% from 56.2%, primarily due to the higher revenue in the fourth quarter of 2022 which led to improved utilization and efficiencies, partly offset by higher personnel-related costs and higher supplier costs.

| Automotive | | | 6,879 | | | | | | 5,493 | | | | | | 1,386 | | | | | | 25.2 | | % |

| Industrial & IoT | | | 2,713 | | | | | | 2,410 | | | | | | 303 | | | | | | 12.6 | | % |

| Mobile | | | 1,607 | | | | | | 1,412 | | | | | | 195 | | | | | | 13.8 | | % |

| Revenue | | | 13,205 | | | | | | 11,063 | | | | | | 2,142 | | | | | | 19.4 | | % |

| ($ in millions, unless otherwise stated) | | | 2022 | | | | | | 2021 | | | | | | Increase/(decrease) | | | | | | % | | |

| Distributors | | | 7,261 | | | | | | 6,325 | | | | | | 936 | | | | | | 14.8 | | % |

| OEM/EMS | | | 5,775 | | | | | | 4,587 | | | | | | 1,188 | | | | | | 25.9 | | % |

| Other | | | 169 | | | | | | 151 | | | | | | 18 | | | | | | 11.9 | | % |

| Revenue | | | 13,205 | | | | | | 11,063 | | | | | | 2,142 | | | | | | 19.4 | | % |

| ($ in millions, unless otherwise stated) | | | 2022 | | | | | | 2021 | | | | | | Increase/(decrease) | | | | | | % | | |

| China 1) | | | 4,700 | | | | | | 4,180 | | | | | | 520 | | | | | | 12.4 | | % |

| APAC, excluding China | | | 4,165 | | | | | | 3,471 | | | | | | 694 | | | | | | 20.0 | | % |

| Americas | | | 1,758 | | | | | | 1,376 | | | | | | 382 | | | | | | 27.8 | | % |

| Revenue | | | 13,205 | | | | | | 11,063 | | | | | | 2,142 | | | | | | 19.4 | | % |

| 1) China includes Mainland China and Hong Kong | | | | | | | | | | | | | | | | | | | | | | | |

The year-on-year increase in revenue is driven by a combination of higher average selling prices across all of our end markets and ongoing customer demand.

Of the 19.4% year-on-year revenue increase, approximately 14% is attributable to higher average selling prices and 5% is attributable to product mix and increased sales volume.

From an end market perspective, within the automotive end market the year-on-year growth was attributable to advanced analog, automotive processing and radar in support of the secular shift of electrification, advanced driver safety and assistance, and driver connectivity systems.

The growth within the Industrial & IoT market reflects the increase in revenue in the company’s ARM-based processing solutions, industrial analog products, and IoT connectivity solutions.

Growth within the Mobile end market was due to ongoing adoption of our secure embedded transaction solutions along with the company’s growth in our advanced analog high-speed interfaces.

The growth within the Communication Infrastructure & Other end market was attributable to the network edge equipment, RFID tagging solutions, the transit and access solutions, and cellular base stations.

Offsetting these positive growth trends were declines in demand for company’s smart antennae products used in the Android mobile handset market, as well as declines in demand for the company’s embedded power products, and wireless access point solutions.

When aggregating all end markets together, and reviewing sales channel performance, business transacted through direct OEM and EMS customers was $5,775 million, an increase of 25.9% versus the year ago period.

NXP's third party distribution partners was $7,261 million, an increase of 14.8%.

From a geographic perspective, revenue increased across all regions.

Revenue in the Automotive end market was $6,879 million, an increase of $1,386 million or 25.2% versus the year ago period.

Within Automotive, customers are focused on the key functional pillars of safety, electrification and improved driver comfort to accelerate competitive differentiation.

These broad functional areas are fundamentally enabled by the secular adoption of new and increased levels of semiconductor content, which is layered on top of a strong base of existing electronic content in modern automobiles.

The increase in Automotive revenue can be attributed to growth in advanced analog, automotive processing and radar in support

of the secular shift of electrification, advanced driver safety and assistance, and driver connectivity systems.

| Revenue | | | 3,039 | | | | | | 2,861 | | | | | | 178 | | | | | | 11,063 | | | | | | 8,612 | | | | | | 2,451 | | |

| Gross profit | | | 1,707 | | | | | | 1,583 | | | | | | 124 | | | | | | 6,067 | | | | | | 4,235 | | | | | | 1,832 | | |

| Net debt | | | 7,742 | | | | | | 7,290 | | | | | | 452 | | | | | | 7,742 | | | | | | 5,334 | | | | | | 2,408 | | |

Revenue for 2021 was $11,063 million as compared to the $8,612 million reported in 2020, an increase of $2,451 million or an increase of 28.5% year-on-year, as a result of resurgent growth across all of the Company’s four focus end markets, with substantial growth in our strategic focused Automotive and Industrial & IoT end markets.

The growth NXP experienced in 2021 was due to a combination of rebounding end market demand from the initial shock and widespread market disruption caused by the emergence of the COVID-19 pandemic in the first half of 2020 and accelerating adoption of the Company’s innovative new products and solutions.

The year-on-year growth was due to higher unit volumes, as well as a higher average selling prices resulting from increases in input costs from NXP’s supplier base, which were passed onto our customers.

The growth NXP experienced in 2021 began to clearly emerge at the end of the third quarter of 2020 and has continued to steadily accelerate through the fourth quarter of 2021.

Even with the strong growth experienced in 2021, the Company believes customer demand will continue to outpace material supply, resulting in another positive year of growth into 2022.

in the fourth quarter of 2021 represented a historical record for NXP, the result of strong demand in a supply constrained market which was consistent with the trends seen in the first three quarters of 2021.

On November 18, 2021, the NXP Board of Directors approved a cash dividend of $0.5625 per common share for the fourth quarter of 2021.

Our global communities continue to face unprecedented challenges posed by the COVID-19 pandemic, but NXP has continued to actively respond by addressing the COVID-19 situation and its impact globally with global crisis response teams, working to mitigate the potential impacts to our people and our business.

With our strong business model and with demonstrated financial discipline, which is a keystone of our culture, we continue to believe that we will emerge from this time well positioned for long-term growth as we continue to see strong customer interest in the breadth of our product portfolio, combined with solid design win awards.

However, we cannot reasonably estimate the duration and severity of the pandemic or its ultimate impact on the global economy and our business and results.

Demand has come back more rapidly than we expected and our current focus is on looking after our customers and ensuring we ship as much product to them as possible.

While we are encouraged by the rapid rebound in demand, we are still challenged by the impact of the global pandemic, including supply chain constraints and COVID outbreaks, and resulting government responses, in areas in which we operate.

We are still of the view that the best course of action is to continue to focus on enabling our customers' success while simultaneously assuring the safety and health of all of our employees.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Automotive | | | 5,493 | | | | | | 3,825 | | | | | | 1,668 | | | | | | 43.6 | | % |

| Industrial & IoT | | | 2,410 | | | | | | 1,836 | | | | | | 574 | | | | | | 31.3 | | % |

| Mobile | | | 1,412 | | | | | | 1,248 | | | | | | 164 | | | | | | 13.1 | | % |

| Revenue | | | 11,063 | | | | | | 8,612 | | | | | | 2,451 | | | | | | 28.5 | | % |

| Distributors | | | 6,325 | | | | | | 4,720 | | | | | | 1,605 | | | | | | 34.0 | | % |

| OEM/EMS | | | 4,587 | | | | | | 3,728 | | | | | | 859 | | | | | | 23.0 | | % |

| Other | | | 151 | | | | | | 164 | | | | | | (13) | | | | | | (7.9) | | % |

| Greater China and Asia Pacific | | | 6,374 | | | | | | 5,124 | | | | | | 1,250 | | | | | | 24.4 | | % |

| Americas | | | 1,376 | | | | | | 977 | | | | | | 399 | | | | | | 40.8 | | % |

| Japan | | | 810 | | | | | | 647 | | | | | | 163 | | | | | | 25.2 | | % |

| South Korea | | | 467 | | | | | | 326 | | | | | | 141 | | | | | | 43.3 | | % |

Revenue in the Automotive end market was $5,493 million, an increase of 43.6% versus the year ago period due to a significant increase in demand for NXP’s embedded automotive processing solutions, including solutions to address the shift toward domain and zonal processing.

Additionally, customer adoption of NXP's radar products for ADAS safety products, and a rebound in demand for advanced analog products, including demand for solutions to enable electric vehicle power trains contributed to the strong year-on-year growth.

Revenue in the Industrial & IoT end market was $2,410 million, an increase of 31.3% versus the year ago period primarily due to strong demand for NXP’s embedded processing solutions, especially industrial application processors and next generation crossover processors.

Additionally, NXP experienced positive year-on-year trends within our advanced analog and connectivity solutions.

From a channel perspective, NXP’s distribution channel partners in the Greater China and Asia Pacific region enabled NXP to service demands of the long-tail of Industrial & IoT customers.

Revenue in the Mobile end market was $1,412 million, an increase of 13.1% versus the year ago period due to continued demands for NXP's unique Secure Mobile Wallet solutions, as well as early ramps of the Company’s Ultra-Wide Band (UWB) solutions and continued adoption of Mobile Embedded Power products, offset by declines in custom interface.

The increase of $1,832 million was primarily driven by the significantly higher revenue in 2021 compared to 2020 resulting from accelerating demand and as such, improved loading and manufacturing efficiencies, offset by higher personnel-related cost, including variable compensation cost, and a less favorable product mix.

\+ personnel-related costs, including variable compensation costs; and

\- lower restructuring cost due to the absence of restructurings in 2021.

\- lower restructuring costs due to the absence of restructuring in 2021.

\- an impairment charge in 2020 relative to IPR&D acquired as part of the acquisition of Freescale; and

The following table presents the split of other income (expense) for the years ended December 31, 2021 and 2020:

Our RCF Agreement has a [removed: $1,500] [added: $2,500] million borrowing capacity with a floating rate interest.

As there are currently no borrowings under this facility, a hypothetical increase in [removed: LIBOR based] interest rates would not have caused any change to our interest expense on our floating rate debt.

of this Annual Report [added: and] is incorporated herein by reference.

At December 31, [removed: 2021] [added: 2022] our net asset related to foreign currency forward contracts designated as hedges of foreign currency risk on certain operating expenditure transactions was $2 million.

[removed: If our forecasted operating] expenditures for currencies in which we hedge were to decline by 20% and foreign exchange rates were to change unfavorably by 20% in our hedged foreign currency, we would incur a negligible loss.

However, our foreign currency exposures also relate, but are not limited, to the Chinese Yuan, the Japanese Yen, the Pound Sterling, the Malaysian Ringgit, the Singapore Dollar, the New Taiwan [removed: Dollar and] [added: Dollar,] the Thai [removed: Baht.][added: Baht and the Swiss Franc.]

of this Annual Report and is incorporated herein by reference.

If our forecasted operating

NXP Semiconductors N.V. is a global semiconductor company and a long-standing supplier in the industry, with over [removed: 50] [added: 60] years of innovation and operating history.

For the year ended December 31, [removed: 2021,] [added: 2022,] we generated revenue of [removed: $11,063] [added: $13,205] million, compared to [removed: $8,612] [added: $11,063] million for the year ended December 31, [removed: 2020.][added: 2021.]

[removed: Our legal name is NXP Semiconductors N.V. and our commercial name is “NXP” or “NXP Semiconductors.”] We were incorporated in the Netherlands in 2006 as a Dutch public company with limited liability (naamloze vennootschap).

The semiconductor market totaled [removed: $555.9] [added: $574.1] billion in [removed: 2021.][added: 2022.]

| [removed: Key] [added: Core] Applications | | | ADAS Electrification Vehicle Networks Secure Car Access eCockpit Body Comfort & Convenience Powertrain | | | Smart Home Edge Nodes Factory and Building Automation Home Entertainment Power and Energy Smart Appliances Medical Smart Retail | | | Smartphones Wearables Mobile Accessories | | | Wireless Basestations Network & Security Banking Cards Government ID documents Transit Cards RFID Tagging | | |

| [removed: Growth] [added: Key Growth] Drivers | | | Radar systems Domain and zonal processors Electrification systems | | | Secure connected Edge solutions Smart home and industrial automation Connectivity and crossover processors | | | UWB mobile access solutions [removed: Mobile Wallet/Mobile Transit] | | | RF Power Systems [removed: 5G roll out] | | |

Despite the decline in vehicles sales and production in 2020 due to the outbreak of the COVID-19 and the [removed: very low] [added: moderate] growth in 2021 [added: and 2022] due to the global supply crisis, the increase in semiconductor content per vehicle continued.

Furthermore, we believe networking will play a key role in the electrical/electronic [removed: (E/E)] architecture transformation towards domain and zonal architectures.

Growth in the Industrial market is driven by the replacement of traditional mechanical equipment by [removed: smart] [added: smart, energy-saving] and connected electronic equipment using various sensors, processors, [removed: connectivity] [added: connectivity, analog] and security chipsets that align well with NXP’s ability to provide a complete range of processing, connectivity and secure solutions.

Working and learning from home [removed: significantly increased in the past two years due to] [added: during] the COVID-19 [removed: pandemic, resulting in strong] [added: pandemic has been a major] demand [added: driver] for smart home devices, computing peripherals, home entertainment and gaming consoles within our Industrial & IoT business.

The increase in productivity with real-time insights and efficient processes for factory automation, the enhancement in consumer convenience, security and comfort for smart homes, the reduction of resource consumption and better energy efficiency for smart [removed: appliances,] [added: factories and cities,] the increase in performance of rich media content in smart consumer devices and the need for better health prevention and monitoring solutions (wearables, smart patches and smart drug delivery devices) to help ensure the future health of millions of people are some of the key use-cases driving growth in Industrial & IoT.

[added: Further digitalization of governmental services, the trend] towards secure contactless payment and the need to improve tracking, traceability and authentication of products are driving demand across these applications.

[removed: In Automotive, our] S32x Automotive Processing Platform offers scalability across products and multiple application domains based on Arm Cortex-A, Cortex-R, and Cortex-M cores with Automotive Safety Integrity Level (ASIL-D) capabilities with software compatibility from the MCU’s to SoC’s.

We also offer Layerscape Access processors, which implement baseband functions, principally for wireless systems such as 5G fixed wireless [removed: access, using programmable vector signal processors.][added: access and small cells.]

We offer a broad portfolio of connectivity solutions, including Near Field Communications (NFC), Ultra-wideband (UWB), Bluetooth low-energy (BLE), [removed: Zigbee] [added: Zigbee, Thread] as well as Wi-Fi and Wi-Fi/Bluetooth integrated SoCs.

[removed: These security controller ICs] are suited for applications demanding the highest security and reliability.

Nearly all of our security products consist of multi-functional solutions comprised of passive RF connectivity devices facilitating information transfer from the user document to reader infrastructure; secure, tamper-proof microcontroller devices in which [added: information is securely encrypted (“secure element”); and secure real-time operating system software products to facilitate the encryption-decryption of data, and the interaction with the reader infrastructure systems.]

As a result, there has been a tendency towards longer term [added: supply] contracts with suppliers in exchange for capacity.

Our sales and marketing teams are organized into five regions, which are EMEA (Europe, the Middle East and Africa), the Americas, Japan, South Korea, and [removed: Greater] China and Asia [removed: Pacific).][added: Pacific.]

Our 10 largest OEM end customers, some of whom are supplied by distributors, in alphabetical order, are Apple, Aptiv, Bosch, Continental, Denso, Harman Auto, [removed: LGE,] [added: Hyundai,] Samsung, Visteon, and Vitesco.

Avnet accounted for [removed: 18%] [added: 20%] of our revenue in [removed: 2021] [added: 2022] and [removed: 17%] [added: 18%] in [removed: 2020.][added: 2021.]

No OEM for which we had direct sales to accounted for more than 10% of our revenue in [removed: 2021] [added: 2022] or [removed: 2020.][added: 2021.]

[removed: We seek to protect our proprietary technologies by obtaining patents, trademarks, domain names,] retaining trade secrets and defending, enforcing and utilizing our intellectual property rights, where appropriate.

The information set forth under the “Environmental remediation” caption of Note 15 of our notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report is incorporated herein by [added: reference.]

The names, ages and positions as of [removed: February 24, 2022,] [added: March 1, 2023,] of our executive officers, including our chief executive officer, Mr. Sievers, are as follows:

| Kurt Sievers | | | | | | [removed: 52] [added: 53] | | | | | | Executive director, president and chief executive officer | | |

| Bill Betz | | | | | | [removed: 44] [added: 45] | | | | | | Executive vice president and chief financial officer | | |

| Christopher Jensen | | | | | | [removed: 52] [added: 53] | | | | | | Executive vice president and chief human resources officer | | |

| [removed: Andy] [added: Andrew] Micallef | | | | | | [removed: 57] [added: 58] | | | | | | Executive vice president global operations | | |

| [removed: Stephen Owen] [added: Ron Martino] | | | | | | [removed: 61] [added: 57] | | | | | | Executive vice president sales [removed: & marketing] | | |

| Jennifer Wuamett | | | | | | [removed: 56] [added: 57] | | | | | | Executive vice [removed: president and] [added: president,] general [removed: counsel] [added: counsel, corporate secretary and chief sustainability officer] | | |

At NXP, our diverse and talented [removed: employees] [added: employees, referred to as team members,] drive the innovation that sets our company apart and fuels our success in the market.

We focus on driving [removed: employee] [added: team member] engagement; building thought leadership; embracing diversity, equity and inclusion; providing competitive and fair compensation and benefits; enabling talent development and growth opportunities; investing in future talent; focusing on [removed: employee] [added: team member] retention; and giving back to our communities.

DL are those [removed: employees] [added: team members] directly involved in manufacturing our products, while IDL consists of individual contributors, managers and executives in other functions such as research and development (R&D) and selling, [added: as well as] general and administrative (SG&A).

At December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 31,000] [added: 34,500] employees, which includes approximately 1,500 employees in our joint venture.

Our NXP global workforce spans three regions encompassing 30+ countries and includes [removed: approximately 9,300 employees] [added: more than 11,000 team members] dedicated to research and development of our products and [removed: solutions.][added: solutions (representing 34% of our NXP workforce and 56% of our IDL workforce).]

[removed: ][added: ]

We [added: prioritize team member retention and closely] monitor voluntary attrition [removed: closely] as [removed: a key] [added: an] indicator of [removed: employee] engagement.

During calendar [removed: 2021,] [added: 2022,] our voluntary attrition rate was [removed: 7.9%] [added: 7.5%] for IDL, [removed: 18.4%] [added: 18.1%] for our DL population and [removed: 12.1%] [added: 11.7%] of the [removed: combined employee population.][added: total population, a slight reduction in total year over year.]

[removed: To mitigate voluntary turnover, we launched] [added: We managed] several initiatives centered around retention for strategic roles and top-performing [removed: talent, as well as broad-based programs targeting all employees.][added: talent.]

Our legal name is NXP Semiconductors N.V. and our commercial name is “NXP” or “NXP Semiconductors”.

Reducing carbon emissions (global net zero emission commitments) will likely also be a key growth driver with large transformations expected of our energy systems.

Factories and homes will need to rely much more on renewable energy (e.g., solar, wind) and increase efficient use of energy.

The way we generate and store energies will likely be more distributed.

The energy ecosystem needs to develop and ensure smart, efficient and reliable power delivery.

In Automotive, our

Although designed for use in communications infrastructure, these processors are also used in industrial and cloud server offload-applications.

These security controller ICs

Over the past two years, semiconductor supply chains have been constrained.

We seek to protect our proprietary technologies by obtaining patents, trademarks, domain names,

Our purpose is bringing together bright minds to create breakthrough technologies that make the connected world better, safer, and more secure.

This purpose is reinforced by our values of innovation, expertise, collaboration, ownership and growth built on a foundation of trust and respect.

NXP's values are our fundamental beliefs and guiding principles.

We hold ourselves accountable to our values by ensuring they are reflected in all of our talent programs, including hiring, learning and development, performance evaluation, recognition, rewards, and promotions.

Insights from our survey equip us to improve the team member experience as well as our policies and processes.

We also have broad-based programs targeting all team members ensuring that we are retaining our talent over the longer term.

At NXP, the foundation of our values is trust and respect to ensure our inclusive culture.

Our diversity, equality and inclusion approach is centered around

- Ensuring leadership commitment and accountability;

- Building and sustaining a qualified and diverse talent pipeline and equitable processes; and

- Fostering an inclusive culture and a sense of belonging to attract and retain the best talent.

We continue to focus on hiring, developing, and retaining team members across all global sites to meet our 2025 representation goals.

In a competitive hiring market, our overall employee population grew by 11% in 2022.

Of this increased population, compared to 2021 there was a 1% increase with women in the global indirect labor workforce, 2% increase with women in R&D positions, 3% increase with women of executive positions and the percent of women in the global workforce remained the same in 2022 compared to 2021.

While we present gender representation data by men and women, we acknowledge this is not fully encompassing of all gender identities.

| 2022 Diversity, Equality, & Inclusion Performance | | | | | | | | | | | | | | |

| 37% | | | 25% | | | 16% | | | 19% | | | 51% | | |

Talent Development and Investing in the Future

Through our partnerships with universities across the world, we fund and support advanced research programs and projects that demonstrate our commitment to investing in the future of not only technology, but also students' knowledge and skills.

We believe that pay decisions should be made on three factors: external (i.e. market conditions), internal equity, and employee performance/contributions.

Since 2022, we have linked a portion of our executive and employee compensation to our ESG Goals.

For more information, see our 2023 Proxy Statement and the ESG Goals section in the Corporate Sustainability Report1.

In 2022, as a follow-up to a previous survey, we conducted a global survey on employee safety, inquiring about opportunities for improvement and asking employees about their comfort level when raising safety concerns.

The follow-up survey had a participation rate of approximately 80% and the responses to all questions were more favorable than those provided on the previous survey.

In particular, 94% of our employees felt that safety concerns are a high priority for NXP and 98% of employees felt that safety starts with them.

We used the results from the follow-up survey to identify improvement opportunities, and have started working at our sites and locations to address these opportunities.

As community conditions improved, we developed a global program for flexible work arrangements, offering eligible employees the option to perform a combination of onsite and remote work.

We believe this approach – emphasizing onsite safety, vaccination availability, and the option to work remotely – addresses the safety needs of our workforce while ensuring the robust continuity of our operations.

By minimizing the environmental impact of our products in the early stages of the design process, we enable sustainable, green technology for NXP and our customers.

1 The contents of our Corporate Sustainability Report are referenced for general information only and are not incorporated by reference in this Form 10-K.

Further digitalization of governmental services, the trend

Although designed for use in communications infrastructure, these processors also find widespread use in other types of equipment, including industrial automation for control, edge computing nodes, cloud computing servers for offloading networking functions, and automobiles for communications and some ADAS functions.

information is securely encrypted (“secure element”); and secure real-time operating system software products to facilitate the encryption-decryption of data, and the interaction with the reader infrastructure systems.

In the future, we expect to outsource an increased part of our internal demand for wafer foundry and packaging services to third-party manufacturing sources in order to increase our flexibility to accommodate increased demand.

Due to the COVID-19 pandemic, semiconductor supply chains have been under significant pressure.

reference.

In 2021, NXP saw a year-over-year increase in employee turnover.

Our diversity, equality and inclusion approach is centered around ensuring leadership commitment and accountability; building and sustaining a qualified and diverse talent pipeline and equitable processes; and fostering an inclusive culture and a sense of belonging to attract and retain the best talent.

| 2021 Progress towards Goals | | | | | | | | | | | | | | |

| 37% | | | 24% | | | 13% | | | 17% | | | 49% | | |

NXP’s values are the foundation of what makes us an extraordinary company.

Engaging, developing, and caring for our team members is how we create long-term value for our stakeholders.

We hold ourselves accountable to our values by including them in our performance evaluation process.

Talent Development

For example, employees who are required to be physically at one of our locations are protected with increased safety and site entry requirements, many of which exceed local requirements.

During this period we have also transitioned many of our employees to remote working partially or full-time to protect those who must be on-site to do their jobs.

Additionally, as external conditions improve, we have developed a global flexible work arrangement program which offers eligible employees the ability to work a combination of on-site and remotely.

These remote work arrangements reduce the individual site population to further protect employees who must work on-site.

We believe the combination of our remote work transitions and our robust on-site safety programs and initiatives has significantly mitigated the safety risks for all our workforce.

This proactively timed approach supports the success of sustainable green technology for long- and short-term impact of NXP and our customers.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

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 [removed: (§ 232.405] [added: (§232.405] of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of our ordinary shares on July [removed: 2, 2021] [added: 1, 2022] as reported on the Nasdaq Global Select Market, was [removed: $54.7] [added: $38.4] billion.

As of February [removed: 18, 2022,] [added: 24, 2023,] the Registrant had [removed: 262,538,156] [added: 259,519,410] outstanding ordinary shares, excluding shares held in treasury.

Portions of the Registrant’s definitive proxy statement relating to its [removed: 2022] [added: 2023] Annual General Meeting of shareholders (the [removed: “2022] [added: “2023] Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The [removed: 2022] [added: 2023] Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

| [Introduction and Forward Looking [removed: Statements](#ic326f7beb0e44c20ad697d21ab7462e1_10)] [added: Statements](#iddb6cda2dea9469ebeffdc6e5e52830c_10)] | | | [removed: [1](#ic326f7beb0e44c20ad697d21ab7462e1_10)] [added: [1](#iddb6cda2dea9469ebeffdc6e5e52830c_10)] | | |

| [Item 1. [removed: Business](#ic326f7beb0e44c20ad697d21ab7462e1_16)] [added: Business](#iddb6cda2dea9469ebeffdc6e5e52830c_16)] | | | [removed: [3](#ic326f7beb0e44c20ad697d21ab7462e1_16)] [added: [3](#iddb6cda2dea9469ebeffdc6e5e52830c_16)] | | |

| [Item 1A. Risk [removed: Factors](#ic326f7beb0e44c20ad697d21ab7462e1_22)] [added: Factors](#iddb6cda2dea9469ebeffdc6e5e52830c_22)] | | | [removed: [15](#ic326f7beb0e44c20ad697d21ab7462e1_22)] [added: [16](#iddb6cda2dea9469ebeffdc6e5e52830c_22)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ic326f7beb0e44c20ad697d21ab7462e1_25)] [added: Comments](#iddb6cda2dea9469ebeffdc6e5e52830c_25)] | | | [removed: [29](#ic326f7beb0e44c20ad697d21ab7462e1_25)] [added: [30](#iddb6cda2dea9469ebeffdc6e5e52830c_25)] | | |

| [Item 2. [removed: Proper](#ic326f7beb0e44c20ad697d21ab7462e1_28)[ties](#ic326f7beb0e44c20ad697d21ab7462e1_28)] [added: Proper](#iddb6cda2dea9469ebeffdc6e5e52830c_28)[ties](#iddb6cda2dea9469ebeffdc6e5e52830c_28)] | | | [removed: [29](#ic326f7beb0e44c20ad697d21ab7462e1_28)] [added: [30](#iddb6cda2dea9469ebeffdc6e5e52830c_28)] | | |

| [Item 3. Legal [removed: Proceedings](#ic326f7beb0e44c20ad697d21ab7462e1_31)] [added: Proceedings](#iddb6cda2dea9469ebeffdc6e5e52830c_31)] | | | [removed: [30](#ic326f7beb0e44c20ad697d21ab7462e1_31)] [added: [30](#iddb6cda2dea9469ebeffdc6e5e52830c_31)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#ic326f7beb0e44c20ad697d21ab7462e1_34)] [added: Disclosures](#iddb6cda2dea9469ebeffdc6e5e52830c_34)] | | | [removed: [30](#ic326f7beb0e44c20ad697d21ab7462e1_34)] [added: [30](#iddb6cda2dea9469ebeffdc6e5e52830c_34)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic326f7beb0e44c20ad697d21ab7462e1_40)] [added: Securities](#iddb6cda2dea9469ebeffdc6e5e52830c_40)] | | | [removed: [31](#ic326f7beb0e44c20ad697d21ab7462e1_40)] [added: [31](#iddb6cda2dea9469ebeffdc6e5e52830c_40)] | | |

| [Item [removed: 6.](#ic326f7beb0e44c20ad697d21ab7462e1_43) [\[Reserved\]](#ic326f7beb0e44c20ad697d21ab7462e1_43)] [added: 6.](#iddb6cda2dea9469ebeffdc6e5e52830c_43) [\[Reserved\]](#iddb6cda2dea9469ebeffdc6e5e52830c_43)] | | | [removed: [32](#ic326f7beb0e44c20ad697d21ab7462e1_43)] [added: [32](#iddb6cda2dea9469ebeffdc6e5e52830c_43)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic326f7beb0e44c20ad697d21ab7462e1_46)] [added: Operations](#iddb6cda2dea9469ebeffdc6e5e52830c_46)] | | | [removed: [33](#ic326f7beb0e44c20ad697d21ab7462e1_46)] [added: [32](#iddb6cda2dea9469ebeffdc6e5e52830c_46)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic326f7beb0e44c20ad697d21ab7462e1_70)] [added: Risk](#iddb6cda2dea9469ebeffdc6e5e52830c_76)] | | | [removed: [51](#ic326f7beb0e44c20ad697d21ab7462e1_70)] [added: [53](#iddb6cda2dea9469ebeffdc6e5e52830c_76)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ic326f7beb0e44c20ad697d21ab7462e1_91)] [added: Data](#iddb6cda2dea9469ebeffdc6e5e52830c_97)] | | | [removed: [53](#ic326f7beb0e44c20ad697d21ab7462e1_73)] [added: [55](#iddb6cda2dea9469ebeffdc6e5e52830c_79)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ic326f7beb0e44c20ad697d21ab7462e1_172)] [added: Disclosure](#iddb6cda2dea9469ebeffdc6e5e52830c_169)] | | | [removed: [104](#ic326f7beb0e44c20ad697d21ab7462e1_172)] [added: [104](#iddb6cda2dea9469ebeffdc6e5e52830c_169)] | | |

| [Item 9A. Controls and [removed: Procedures](#ic326f7beb0e44c20ad697d21ab7462e1_175)] [added: Procedures](#iddb6cda2dea9469ebeffdc6e5e52830c_172)] | | | [removed: [104](#ic326f7beb0e44c20ad697d21ab7462e1_175)] [added: [104](#iddb6cda2dea9469ebeffdc6e5e52830c_172)] | | |

| [Item 9B. Other [removed: Information](#ic326f7beb0e44c20ad697d21ab7462e1_178)] [added: Information](#iddb6cda2dea9469ebeffdc6e5e52830c_175)] | | | [removed: [105](#ic326f7beb0e44c20ad697d21ab7462e1_178)] [added: [105](#iddb6cda2dea9469ebeffdc6e5e52830c_175)] | | |

| [Item [removed: 9](#ic326f7beb0e44c20ad697d21ab7462e1_1811)[C](#ic326f7beb0e44c20ad697d21ab7462e1_1811)[.](#ic326f7beb0e44c20ad697d21ab7462e1_1811) [Disclosure] [added: 9C. Disclosure] Regarding [removed: Forei](#ic326f7beb0e44c20ad697d21ab7462e1_1811)[gn Jurisdic](#ic326f7beb0e44c20ad697d21ab7462e1_1811)[tions] [added: Foreign Jurisdictions] that Prevent [removed: Inspections](#ic326f7beb0e44c20ad697d21ab7462e1_1811)] [added: Inspections](#iddb6cda2dea9469ebeffdc6e5e52830c_178)] | | | [removed: [105](#ic326f7beb0e44c20ad697d21ab7462e1_1811)] [added: [105](#iddb6cda2dea9469ebeffdc6e5e52830c_178)] | | |

| [PART [removed: III](#ic326f7beb0e44c20ad697d21ab7462e1_181)] [added: III](#iddb6cda2dea9469ebeffdc6e5e52830c_181)] | | | [removed: [106](#ic326f7beb0e44c20ad697d21ab7462e1_181)] [added: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_181)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ic326f7beb0e44c20ad697d21ab7462e1_184)] [added: Governance](#iddb6cda2dea9469ebeffdc6e5e52830c_184)] | | | [removed: [106](#ic326f7beb0e44c20ad697d21ab7462e1_184)] [added: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_184)] | | |

| [Item 11. Executive [removed: Compensation](#ic326f7beb0e44c20ad697d21ab7462e1_187)] [added: Compensation](#iddb6cda2dea9469ebeffdc6e5e52830c_187)] | | | [removed: [106](#ic326f7beb0e44c20ad697d21ab7462e1_187)] [added: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_187)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic326f7beb0e44c20ad697d21ab7462e1_190)] [added: Matters](#iddb6cda2dea9469ebeffdc6e5e52830c_190)] | | | [removed: [106](#ic326f7beb0e44c20ad697d21ab7462e1_190)] [added: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_190)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ic326f7beb0e44c20ad697d21ab7462e1_193)] [added: Independence](#iddb6cda2dea9469ebeffdc6e5e52830c_193)] | | | [removed: [106](#ic326f7beb0e44c20ad697d21ab7462e1_193)] [added: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_193)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#ic326f7beb0e44c20ad697d21ab7462e1_196)] [added: Services](#iddb6cda2dea9469ebeffdc6e5e52830c_196)] | | | [removed: [106](#ic326f7beb0e44c20ad697d21ab7462e1_196)] [added: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_196)] | | |

| [Part [removed: IV](#ic326f7beb0e44c20ad697d21ab7462e1_199)] [added: IV](#iddb6cda2dea9469ebeffdc6e5e52830c_199)] | | | [removed: [107](#ic326f7beb0e44c20ad697d21ab7462e1_199)] [added: [107](#iddb6cda2dea9469ebeffdc6e5e52830c_199)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#ic326f7beb0e44c20ad697d21ab7462e1_202)] [added: Schedules](#iddb6cda2dea9469ebeffdc6e5e52830c_202)] | | | [removed: [107](#ic326f7beb0e44c20ad697d21ab7462e1_202)] [added: [107](#iddb6cda2dea9469ebeffdc6e5e52830c_202)] | | |

| [Item 16. Form 10-K [removed: Summary](#ic326f7beb0e44c20ad697d21ab7462e1_205)] [added: Summary](#iddb6cda2dea9469ebeffdc6e5e52830c_205)] | | | [removed: [110](#ic326f7beb0e44c20ad697d21ab7462e1_205)] [added: [109](#iddb6cda2dea9469ebeffdc6e5e52830c_205)] | | |

This Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021] [added: 2022] (the “Annual Report”) and certain information incorporated herein by reference contains forward-looking statements, which are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include statements regarding our business strategy, financial condition, results of operations, [removed: expected timeline to remediate the identified material weakness in our internal control over financial reporting,] market data as well as any other statements that are not historical facts.

- trade disputes between the U.S. and China, [removed: and the] potential increase of barriers to international trade and resulting disruptions to our established supply chains;

- our ability to avoid operational problems and product defects and, if such issues were to arise, to [removed: rectify] [added: correct] them quickly;

- our ability to successfully hire and retain key management and senior product engineers; [removed: and]

- our ability to maintain good relationships with our [removed: suppliers.][added: suppliers; and]

In addition, this Annual Report contains information concerning the semiconductor industry and business [removed: segments] [added: end markets] generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our market and business segments will develop.

[removed: While we do not know what impact any such differences may have on] our business, if there are such differences, they could have a material adverse effect on our future results of operations and financial condition, and the trading price of our common stock.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Part I](#iddb6cda2dea9469ebeffdc6e5e52830c_13) | | | [3](#iddb6cda2dea9469ebeffdc6e5e52830c_13) | | |

| [Part II](#iddb6cda2dea9469ebeffdc6e5e52830c_37) | | | [31](#iddb6cda2dea9469ebeffdc6e5e52830c_37) | | |

- the impact of government actions and regulations, including restrictions on the export of US-regulated products and technology;

- the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets;

- a change in tax laws could have an effect on our estimated effective tax rates.

While we do not know what impact any such differences may have on

There can be no assurances that a pandemic, epidemic or outbreak of contagious diseases, such as COVID-19, will not have a material and adverse impact on our business, operating results and financial condition in the future.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made.

Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise.

| [Part I](#ic326f7beb0e44c20ad697d21ab7462e1_13) | | | [3](#ic326f7beb0e44c20ad697d21ab7462e1_13) | | |

| [Part II](#ic326f7beb0e44c20ad697d21ab7462e1_37) | | | [31](#ic326f7beb0e44c20ad697d21ab7462e1_37) | | |

As of [removed: February 24, 2022,] [added: March 1, 2023,] the Company operates owned manufacturing facilities primarily in the United States, Netherlands, Malaysia, China, Thailand and Taiwan, as well as in Singapore (SSMC) together with our joint venture partner TSMC.

On February [removed: 16, 2022] [added: 22, 2023] there were [removed: 14] [added: 15] shareholders of record and [removed: 741,000] [added: 730,850] beneficial shareholders of our common stock.

| First Quarter | | | [removed: 0.5625] [added: 0.845] | | | | | | [removed: 0.375] [added: 0.5625] | | |

| Second Quarter | | | [removed: 0.5625] [added: 0.845] | | | | | | [removed: 0.375] [added: 0.5625] | | |

| Third Quarter | | | [removed: 0.5625] [added: 0.845] | | | | | | [removed: 0.375] [added: 0.5625] | | |

| Fourth Quarter | | | [removed: 0.5625] [added: 0.845] | | | | | | [removed: 0.375] [added: 0.5625] | | |

On January [removed: 31, 2022,] [added: 30, 2023,] the board of directors of NXP approved a [removed: 50] [added: 20] percent increase in the quarterly cash dividend to [removed: $0.845] [added: $1.014] per ordinary share to be paid in cash on April [removed: 6, 2022] [added: 5, 2023] to shareholders of record as of March 15, [removed: 2022.][added: 2023.]

[removed: In addition, the] [added: Our] Board [added: has] approved the purchase of shares from participants in NXP's equity programs [removed: who trade shares as trade for] [added: to satisfy participants'] tax [added: withholding obligations] and this authorization will remain in effect until terminated by the Board.

The following table provides a summary of share repurchase activity during the three months ended December 31, [removed: 2021:][added: 2022:]

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Program [added: (1)] | | | | | | Number of Shares Purchased as Trade for Tax [removed: (1)] [added: (2)] | | |

[removed: (1)] [added: (2)] Reflects shares surrendered by participants to satisfy tax withholding obligations in connection with the Company's equity programs.

The following graph shows a comparison, since December 31, [removed: 2016] [added: 2017] of cumulative total return for NXP, the Standard & Poor's 500 Index, and the Philadelphia Stock Exchange Semiconductor Index.

The graph assumes $100 (not in millions) invested on December 31, [removed: 2016] [added: 2017] in our common stock and each of the indices.

[removed: ][added: ]

| | | | 2022 | | | | | | 2021 | | |

At December 31, 2022, there was approximately $437 million remaining for the repurchase of shares under the 2021 Share Repurchase Program and $2 billion remaining under the 2022 Share Repurchase Program.

| October 3, 2022 – November 6, 2022 | | | | | | 2,620,196 | | | | | | $147.71 | | | | | | 2,065,200 | | | | | | 16,600,635 | | | | | | 554,996 | | |

| November 7, 2022 – December 4, 2022 | | | | | | 318,794 | | | | | | $161.66 | | | | | | 209,500 | | | | | | 14,454,957 | | | | | | 109,294 | | |

| December 5, 2022 – December 31, 2022 | | | | | | 221,381 | | | | | | $163.56 | | | | | | 220,800 | | | | | | 15,418,236 | | | | | | 581 | | |

| Total | | | | | | 3,160,371 | | | | | | | | | | | | 2,495,500 | | | | | | | | | | | | 664,871 | | |

(1) Represents the number of shares that may be purchased under the remaining dollar repurchase authorizations noted above, calculated based on the share closing price at the end of the respective monthly period.

| | | | 2021 | | | | | | 2020 | | |

In November 2019, the board of directors of NXP (the “Board”) approved the repurchase of shares up to a maximum of $2 billion (the "2019 Share Repurchase Program").

| October 4, 2021 – November 7, 2021 | | | | | | 2,164,950 | | | | | | $195.24 | | | | | | 1,548,400 | | | | | | 9,286,006 | | | | | | 616,550 | | |

| November 8, 2021 – December 5, 2021 | | | | | | 971,221 | | | | | | $220.28 | | | | | | 971,225 | | | | | | 8,226,693 | | | | | | (4) | | |

| December 6, 2021 – December 31, 2020 | | | | | | 502,822 | | | | | | $225.55 | | | | | | 502,949 | | | | | | 7,704,856 | | | | | | (127) | | |

| Total | | | | | | 3,638,993 | | | | | | | | | | | | 3,022,574 | | | | | | | | | | | | 616,419 | | |

| Report of independent registered public accounting firm | | | | | | [removed: [54](#ic326f7beb0e44c20ad697d21ab7462e1_76)] [added: [56](#iddb6cda2dea9469ebeffdc6e5e52830c_82)] | | |

| Consolidated Statements of Operations | | | | | | [removed: [59](#ic326f7beb0e44c20ad697d21ab7462e1_79)] [added: [60](#iddb6cda2dea9469ebeffdc6e5e52830c_85)] | | |

| Consolidated Statements of Comprehensive Income | | | | | | [removed: [60](#ic326f7beb0e44c20ad697d21ab7462e1_82)] [added: [61](#iddb6cda2dea9469ebeffdc6e5e52830c_88)] | | |

| Consolidated Balance Sheets | | | | | | [removed: [61](#ic326f7beb0e44c20ad697d21ab7462e1_85)] [added: [62](#iddb6cda2dea9469ebeffdc6e5e52830c_91)] | | |

| Consolidated Statements of Cash Flows | | | | | | [removed: [62](#ic326f7beb0e44c20ad697d21ab7462e1_88)] [added: [63](#iddb6cda2dea9469ebeffdc6e5e52830c_94)] | | |

| Consolidated Statements of Changes in Equity | | | | | | [removed: [64](#ic326f7beb0e44c20ad697d21ab7462e1_91)] [added: [65](#iddb6cda2dea9469ebeffdc6e5e52830c_97)] | | |

| Notes to the Consolidated Financial Statements | | | | | | [removed: [65](#ic326f7beb0e44c20ad697d21ab7462e1_94)] [added: [66](#iddb6cda2dea9469ebeffdc6e5e52830c_100)] | | |

We have audited the accompanying consolidated balance sheets of NXP Semiconductors N.V. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, [added: cash flows and] changes in equity [removed: and cash flows] for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the [removed: two] [added: three] years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission “(2013 framework)”, and our report dated [removed: February 24, 2022] [added: March 1, 2023] expressed an [removed: adverse] [added: unqualified] opinion thereon.

Our responsibility is to express an opinion on the Company’s [removed: consolidated] financial statements based on our audits.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the [removed: consolidated] financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the [removed: consolidated] financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the [removed: consolidated] financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the [removed: consolidated] financial statements.

| | | | Effect on [added: our] financial [removed: statements] [added: statement audit] of [added: prior year] material weakness in internal control over financial reporting | | |

| *Description of the Matter* | | | As disclosed in management’s report on internal control over financial reporting, the Company identified a material weakness as of December 31, 2021 associated with ineffective information technology general controls (ITGCs) in the areas of user access, change-management and IT operations over certain information technology (IT) systems that support the Company’s financial reporting processes. Automated and manual business process controls that are dependent on the affected ITGCs were also deemed ineffective, because they could have been adversely impacted to the extent that they rely upon information and configurations from the affected IT systems. This [added: prior year] material weakness [removed: affects] [added: affected our current year audit of] substantially all financial statement [removed: accounts.] [added: accounts, as due to the timing of remediation, automated and manual business process controls that are dependent on the affected ITGCs could not be relied upon during 2022 for the purpose of our financial statement audit.] Auditing the significant financial statement accounts affected by the material weakness was determined to be a critical audit matter, because significant auditor judgment, including the assistance of IT professionals, was required to design and execute the incremental audit procedures related to the financial statement accounts that are reliant on IT systems impacted by the ineffective ITGCs and to assess the sufficiency of the procedures performed and evidence obtained. | | |

[removed: February 24, 2022][added: 2022]

We have audited NXP Semiconductors [removed: N.V.’s] [added: N.V.] internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [removed: because of the effect of the material weakness described below on the achievement of the objectives of the control criteria,] NXP Semiconductors N.V. (the Company) [removed: has not] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for [added: each of] the [added: three] years in the [removed: periods] [added: period] ended December 31, [removed: 2021 and 2020] [added: 2022] and the related notes (collectively referred to as the “consolidated financial [removed: statements”).This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2021 consolidated financial statements,] [added: statements”)] and [removed: this report does not affect] our report dated [removed: February 24, 2022, which] [added: March 1, 2023] expressed an unqualified opinion thereon.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | | [removed: 11,063] [added: 13,205] | | | | | | [removed: 8,612] [added: 11,063] | | | | | | [removed: 8,877] [added: 8,612] | | |

| Cost of revenue | | | [removed: (4,996)] [added: (5,688)] | | | | | | [removed: (4,377)] [added: (4,996)] | | | | | | [removed: (4,259)] [added: (4,377)] | | |

| Gross profit | | | [removed: 6,067] [added: 7,517] | | | | | | [removed: 4,235] [added: 6,067] | | | | | | [removed: 4,618] [added: 4,235] | | |

| Research and development | | | [removed: (1,936)] [added: (2,148)] | | | | | | [removed: (1,725)] [added: (1,936)] | | | | | | [removed: (1,643)] [added: (1,725)] | | |

| Selling, general and administrative | | | [removed: (956)] [added: (1,066)] | | | | | | [removed: (879)] [added: (956)] | | | | | | [removed: (924)] [added: (879)] | | |

| Amortization of acquisition-related intangible assets | | | [removed: (592)] [added: (509)] | | | | | | [removed: (1,327)] [added: (592)] | | | | | | [removed: (1,435)] [added: (1,327)] | | |

| Total operating expenses | | | [removed: (3,484)] [added: (3,723)] | | | | | | [removed: (3,931)] [added: (3,484)] | | | | | | [removed: (4,002)] [added: (3,931)] | | |

| Other income (expense) | | | [removed: —] [added: 3] | | | | | | [removed: 114] [added: —] | | | | | | [removed: 25] [added: 114] | | |

| Operating income (loss) | | | [removed: 2,583] [added: 3,797] | | | | | | [removed: 418] [added: 2,583] | | | | | | [removed: 641] [added: 418] | | |

| Extinguishment of debt | | | [removed: (22)] [added: (18)] | | | | | | [removed: (60)] [added: (22)] | | | | | | [removed: (11)] [added: (60)] | | |

| Other financial income (expense) | | | [removed: (381)] [added: (416)] | | | | | | [removed: (357)] [added: (381)] | | | | | | [removed: (339)] [added: (357)] | | |

| Income (loss) before income taxes | | | [removed: 2,180] [added: 3,363] | | | | | | [removed: 1] [added: 2,180] | | | | | | [removed: 291] [added: 1] | | |

| Benefit (provision) for income taxes | | | [removed: (272)] [added: (529)] | | | | | | [removed: 83] [added: (272)] | | | | | | [removed: (20)] [added: 83] | | |

| Results relating to equity-accounted investees | | | [removed: (2)] [added: (1)] | | | | | | [removed: (4)] [added: (2)] | | | | | | [removed: 1] [added: (4)] | | |

| Net income (loss) | | | [removed: 1,906] [added: 2,833] | | | | | | [removed: 80] [added: 1,906] | | | | | | [removed: 272] [added: 80] | | |

| Less: Net income (loss) attributable to non-controlling interests | | | [removed: 35] [added: 46] | | | | | | [removed: 28] [added: 35] | | | | | | [removed: 29] [added: 28] | | |

| Net income (loss) attributable to stockholders | | | [removed: 1,871] [added: 2,787] | | | | | | [removed: 52] [added: 1,871] | | | | | | [removed: 243] [added: 52] | | |

| – Basic | | | [removed: 6.91] [added: 10.64] | | | | | | [removed: 0.19] [added: 6.91] | | | | | | [removed: 0.86] [added: 0.19] | | |

March 1, 2023

| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,787 | | | | | | 2,787 | | | | | | 46 | | | | | | 2,833 | | |

| Change in participation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3) | | | | | | (3) | | | | | | 3 | | | | | | — | | |

| December 31, 2022 | | | | | | 259,463 | | | | | | 56 | | | | | | 14,091 | | | | | | (2,799) | | | | | | 76 | | | | | | (3,975) | | | | | | 7,449 | | | | | | 291 | | | | | | 7,740 | | |

Government assistance

Government grants, other than those relating to purchases of assets, are recognized as a reduction of expenditure as qualified expenditures are made.

Government investment grants are deducted from the cost of the related asset.

as Level 3 assets.

| Year-ended December 31, 2022 | | | 1.0670 | | | | | | 1.0559 | | | | | | 0.9694 | | | | | | 1.1325 | | |

transaction.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires entities to provide disclosures on material government assistance transactions for annual reporting periods.

The disclosures include information about the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity's financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies.

We adopted the new standard prospectively for the fiscal year ending December 31, 2022.

New accounting standards not yet adopted

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.

ASU 2022-04, which require that a buyer in a supplier finance program to disclose sufficient information about the program, is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company is currently evaluating the implications of adoption on our Consolidated Financial Statements.

On July 19, 2022, we acquired PL Sense for a total consideration of $22.1 million, net of closing adjustments.

Government assistance

The Company primarily benefits from country specific R&D tax credits ("RTC") (for the period ending December 31, 2022: $66 million) as well as direct R&D grants in different jurisdictions (for the period ending December 31, 2022: $19 million).

For the period ending December 31, 2022, RTC recognized is classified in the Consolidated Statements of Operations under Research and development ($66 million).

RTC receivable is classified in the Consolidated Balance Sheets under Other current assets ($48 million) and Other non-current assets ($54 million).

The duration of our RTC is indefinite while subject to future policy changes in the respective countries.

RTC amounts received are subject to regular audits by the relevant governments.

RTC receivables are, depending on their jurisdiction, settled against income or payroll taxes, or paid in cash within a maximum period of three years.

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| SMART Growth Fund, L.P.1) | | | | | | 8.41 | | % | | | | 38 | | | | | | 8.41 | | % | | | | 31 | | |

| | | | | | | | | | | | | 71 | | | | | | | | | | | | 75 | | |

| | | | (1) | | | | | | (2) | | | | | | (4) | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 1,634 | | | | | | 1,175 | | |

| Net restructuring charges | | | (7) | | | | | | 1 | | | | | | 78 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| | | | 3,363 | | | | | | 2,180 | | | | | | 1 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| | | | 236 | | | | | | 20 | | | | | | 349 | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

We recorded an income tax expense of $529 million in 2022, which reflects an effective tax rate of 15.7% compared to an expense of $272 million and an effective rate of 12.5% in 2021.

- The movement in the withholding taxes in 2022 as compared to 2021 is mainly due to considering more undistributed earnings as indefinitely reinvested in 2021, resulting in a 2021 tax benefit of $17 million.

- The other differences tax expense in 2022 is mainly relating to lower excess tax benefits, unfavorable FX-effects and higher taxes due on Global Intangible Low-Taxed Income (GILTI) inclusions in U.S. compared to the same period in 2021.

| \- KPMG Accountants N.V.; Amstelveen, the Netherlands; PCAOB ID: | | | 1012 | | | | | |

Report of Independent Registered Public Accounting Firm

| --- | --- | --- | --- | --- | --- |

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness associated with ineffective information technology general controls (ITGCs) in the areas of user access, change-management and IT operations, over certain information technology (IT) systems that support the Company’s financial reporting processes.

Automated and manual business process controls that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted to the extent that they rely upon information and configurations from the affected IT systems.

We conducted our audit in accordance with the standards of the PCAOB.

We believe that our audit provides a reasonable basis for our opinion.

To the Stockholders and Board of Directors

NXP Semiconductors N.V.

*Opinion on the Consolidated Financial Statements*

We have audited the accompanying consolidated statements of operations, comprehensive income, cash flows and changes in equity of NXP Semiconductors N.V. and subsidiaries (the Company) for the year ended December 31, 2019, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

*Basis for Opinion*

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

/s/ KPMG Accountants N.V.

We served as the Company’s auditor from 2009 to 2019.

Amstelveen, the Netherlands

February 27, 2020

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets held for sale | | | — | | | | | | — | | |

| Payment of cash convertible note | | | — | | | | | | — | | | | | | (1,150) | | |

| Proceeds from settlement of cash convertible note hedge | | | — | | | | | | — | | | | | | 144 | | |

| Payment of bond hedge derivatives - convertible option | | | — | | | | | | — | | | | | | (145) | | |

| Balance as of December 31, 2018 | | | | | | 292,790 | | | | | | 67 | | | | | | 15,460 | | | | | | (3,238) | | | | | | 123 | | | | | | (1,907) | | | | | | 10,505 | | | | | | 185 | | | | | | 10,690 | | |

| Shareholder tax on repurchased shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 95 | | | | | | 95 | | | | | | | | | | | | 95 | | |

One year following the period in which identified intangible assets become fully amortized, we remove the fully amortized balances from the gross asset and accumulated amortization amounts.

| Year-ended December 31, 2019 | | | 1.1217 | | | | | | 1.1210 | | | | | | 1.0935 | | | | | | 1.1476 | | |

No other individual OEM for which we had direct sales to accounted for more than 10% of our revenue for 2021, 2020 or 2019.

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.

ASU 2019-12 modifies ASC 740 to simplify the accounting for income taxes, removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application.

ASU 2019-12 became effective for us on January 1, 2021.

We have assessed our current positions and the interrelation to the amendments and the adoption of this update did not have a material impact on the Company's consolidated financial statements and related disclosures.

In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762, to reflect changes the U.S. Securities and Exchange Commission has made to its disclosure rules on guaranteed debt securities offerings.

The new rules replace the previously required condensed consolidating financial information with summarized financial information of the issuer and the guarantor and, among other things, require expanded qualitative disclosures.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on the criteria established in “*Internal Control* - *Integrated Framework (2013)*” by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

[removed: The] [added: As disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the] Company’s management identified a material weakness in our internal control over financial reporting associated with ineffective information technology general controls (ITGCs) in the areas of user access, change-management and IT operations over certain information technology (IT) systems that support the Company’s financial reporting processes.

[removed: Based] [added: During the fourth quarter of 2022, we completed our testing of the operating effectiveness of the implemented controls and based] on [removed: this material weakness,] [added: that assessment] our management concluded [removed: that as of December 31, 2021,] the [removed: Company’s] [added: material weakness has been remediated and our] internal control over financial reporting was [removed: not effective.][added: effective as of December 31, 2022.]

The Company’s independent registered public accounting firm, Ernst & Young Accountants LLP, has issued an [removed: adverse] audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] which appears in Part II, Item 8 of this Form 10-K.

–Creating and filling functions with an emphasis on IT compliance and [removed: oversight.][added: oversight as well as engaging with an advisor to support control design and training.]

Except for the [removed: material weakness identified during] [added: changes in connection with our implementation of] the [removed: quarter,] [added: remediation plan discussed above,] as of December 31, [removed: 2021,] [added: 2022,] there were no other changes in the Company's internal control over financial reporting during the three and twelve month periods ended December 31, [removed: 2021,] [added: 2022,] which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the end of the period covered by this Annual Report such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in reports we filed or submitted under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and included controls and procedures designed to ensure that information required to be disclosed in such reports was accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

During 2022, management implemented our previously disclosed remediation plan that included:

Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the end of the period covered by this Annual Report the disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting, described below.

Management also deemed ineffective our automated and manual business process controls that are dependent on the affected ITGCs, because they could have been adversely impacted to the extent that they rely upon information and configurations from the affected IT systems.

We believe that these control deficiencies were a result of: IT control processes lacking sufficient documentation such that the successful operation of ITGCs was overly dependent upon knowledge and actions of certain individuals for each applicable IT system; insufficient training of IT personnel on the importance of ITGCs; and risk-assessment processes being inadequate to identify and assess risks in IT environments that could impact internal control over financial reporting.

The material weakness did not result in any identified misstatements to the financial statements, and there were no changes to previously released financial results.

However, the deficiencies in IT General Controls created a more than remote possibility that a material misstatement to the Consolidated financial statements would not be prevented or detected on a timely basis.

Management has analyzed the material weaknesses and performed additional analysis and procedures in preparing our Consolidated financial statements.

We have concluded that our Consolidated financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented.

Apart from the material weaknesses described above, NXP’s management has not identified any other deficiencies.

Remediation

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

These remediation actions are ongoing and include or are expected to include:

As we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures to address control deficiencies or modify the remediation plans described above.

We believe that these actions will remediate the material weakness, however the weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management believes the foregoing plans will effectively remediate the deficiencies constituting the material weaknesses and intends the remediation of this material weakness to be completed prior to the end of fiscal 2022.

However, there is no assurance as to when such remediation will be completed.

As the remediation plans are or continue to be implemented, management may take additional measures or modify the plan elements described above.

Information required by this Item regarding our directors, executive officers and governance, appears under the captions "Item 3: (Re-)appointment of Directors", "Executive Officers", "Corporate Governance" and "How our Board Governs and Is Governed", in the [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2021] [added: 2022] in connection with the solicitation of proxies for the Company’s [removed: 2022] [added: 2023] annual meeting of shareholders, and is incorporated herein by reference.

The captions entitled “Executive Compensation” and “How Our Directors Are Compensated” in our [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated herein by reference.

The captions entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated herein by reference.

The information under the captions "Certain Relationships and Related Party Transactions," "Item 3: (Re-)appointment of Directors" and "How our Board Governs and Is Governed" in the [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated herein by reference.

The information under the captions "Independent Registered Public Accounting Firm," “Auditors' fees” and "Audit Committee Pre-Approval Policies" in the [removed: 2022] [added: 2023] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated herein by reference.

| 4.1 | | | | | | [Description of the Company’s [removed: securities](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit41.htm)] [added: securities](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit41-descriptionofn.htm) [(incorporated by reference to Exhibit 4.1 of the Company's Annual report on Form 10-K filed on February 25, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit41-descriptionofn.htm)] | | |

| [removed: 4.10] [added: 4.9] | | | | | | [removed: [Registration Rights Agreement, dated] [added: [First Supplemental Indenture,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [dated](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [as of] May [removed: 1, 2020, among] [added: 16, 2022,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [among] NXP B.V., [removed: NXP Semiconductors N.V., NXP Funding LLC and NXP USA, Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche] [added: NXP](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [Funding, LLC,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [NXP](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [USA, Inc.,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [NXP](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [Semiconductors N.V.](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [and](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [Deutsche] Bank [removed: Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as Representatives of the Initial Purchasers] [added: Trust Company Americas] (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors [removed: N.V.,] [added: N.V.] filed on May [removed: 1, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex42.htm)] [added: 16, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm)] | | |

| [removed: 4.11] [added: 10.19+] | | | | | | [removed: [Registration Rights Agreement,] [added: [Employment Agreement] dated [removed: May 11, 2021, among the Issuers, the Company and Barclays Capital Inc., Citigroup Global Markets] [added: August 25, 2021 between NXP USA,] Inc. and [removed: Credit Suisse Securities (USA) LLC, as Representatives.] [added: Jennifer Wuamett] (incorporated by reference [removed: to Exhibit 4.2] [added: to](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000077/jenniferwuamettemploymenta.htm) [Exhibit](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000077/jenniferwuamettemploymenta.htm) [10.1] to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on [removed: May 11, 2021)](http://www.sec.gov/Archives/edgar/data/0001413447/000119312521157596/d59898dex42.htm)] [added: August 26, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000077/jenniferwuamettemploymenta.htm)] | | |

| [removed: 4.12] [added: 4.8] | | | | | | [removed: [Registration Rights Agreement, dated November 30, 2021, among the Issuers, the Company and BofA Securities, Inc., Deutsche] [added: [Base Indenture,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [dated](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [May 16, 2022,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [among NXP](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [B.V.,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [NXP](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [Funding, LLC,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [NXP](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [USA, Inc.,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [NXP Semiconductors](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [N.V.](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [and](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [Deutsche] Bank [removed: Securities Inc. and Morgan Stanley & Co. LLC, as Representatives.] [added: Trust Company Americas] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the Company’s Current Report on Form [removed: 8-K of NXP] [added: 8-K](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [of](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) [NXP] Semiconductors [removed: N.V.,] [added: N.V.] filed on [removed: November 30, 2021)](http://www.sec.gov/Archives/edgar/data/0001413447/000119312521343743/d114195dex42.htm)] [added: May 16, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm)] | | |

| [removed: 10.12+] [added: 10.18+] | | | | | | [removed: [Summary] [added: [Form] of [removed: MT Death Benefit Arrangement related to Equity Awards] [added: Performance Restricted Stock Unit Award Agreement] (incorporated by reference to Exhibit [removed: 10.16] [added: 10.25] to the Company’s Annual Report on Form 10-K of NXP Semiconductors N.V., filed on February [removed: 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1016.htm)] [added: 25, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit1026formofpsuawar.htm)] | | |

| [removed: 10.13] [added: 10.24] | | | | | | [removed: [Revolving] [added: [Amended and Restated Revolving] Credit [removed: Agreement] [added: Agreement,] dated as of [removed: June 11, 2019,] [added: August 26, 2022,] among NXP [removed: B.V. and] [added: B.V.,] NXP Funding LLC, the [removed: financial institutions] [added: several lenders] from time to time [removed: party] [added: parties] thereto, [added: and] Barclays Bank [removed: PLC] [added: PLC,] as [removed: Administrative Agent] [added: administrative agent] (incorporated by reference to Exhibit [removed: 2 of] [added: 10.1 to] the [added: Company’s Current Report on] Form [removed: 6-K] [added: 8-K] of NXP Semiconductors N.V. filed on [removed: July 30, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex2_84.htm)] [added: August 29, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522231906/d398328dex101.htm)] | | |

| [removed: 10.14] [added: 10.12] | | | | | | [Guaranty, dated as of June 11, 2019, made by NXP Semiconductors N.V. and NXP USA, Inc. and Barclays Bank PLC, as Administrative Agent (incorporated by reference to Exhibit 3 of the Form 6-K of NXP Semiconductors N.V. filed on July 30, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex3_85.htm) | | |

| [removed: 10.15+] [added: 10.13+] | | | | | | [Management Agreement dated March 5, 2020 between the Company and Kurt Sievers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on March 9, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_1.htm) | | |

| [removed: 10.16+] [added: 10.14+] | | | | | | [Secondment Addendum dated March 5, 2020 between NXP Semiconductors Germany GmbH and Kurt Sievers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on March 9, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_2.htm) | | |

| [removed: 10.17+] [added: 10.15+] | | | | | | [Employment Agreement dated October 23, 2009 between NXP Semiconductors Germany GmbH and Kurt Sievers, as amended (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V., filed on April 28, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000026/a104exhibit104kurtsiever.htm) | | |

| [removed: 10.18+] [added: 10.16+] | | | | | | [Employment Agreement dated March 18, 2013 between NXP Semiconductors N.V. and Steve Owen (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V., filed on April 28, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000026/a105exhibitmtcontractste.htm) | | |

| [removed: 10.19+] [added: 10.17+] | | | | | | [Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V., filed on October 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000084/formofrsuawardagreement-.htm) | | |

| [removed: 10.20+] [added: 10.21+] | | | | | | [Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.25] [added: 10.3] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] of NXP Semiconductors N.V., filed on [removed: February 25, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit1026formofpsuawar.htm)] [added: November 2, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000094/exhibit103formpsuaward.htm)] | | |

| [removed: 10.21+] [added: 10.20+] | | | | | | [Employment Agreement dated [removed: August 25,] [added: October 12,] 2021 between NXP USA, Inc. and [removed: Jennifer Wuamett] [added: Bill Betz] (incorporated by reference [removed: to 10.1] [added: to](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000082/executiveemploymentagreeme.htm) [Exhibit](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000082/executiveemploymentagreeme.htm) [10.1] to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on [removed: August 26, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000077/jenniferwuamettemploymenta.htm)] [added: October 12, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000082/executiveemploymentagreeme.htm)] | | |

| 10.22+ | | | | | | [Employment Agreement dated [removed: October 12,] [added: May 10,] 2021 between NXP USA, Inc. and [removed: Bill Betz] [added: Andy Micallef] (incorporated by reference to [added: Exhibit] 10.1 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] of NXP Semiconductors [removed: N.V.,] [added: N.V.] filed on [removed: October 12, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000082/executiveemploymentagreeme.htm)] [added: May 3, 202](http://www.sec.gov/Archives/edgar/data/1413447/000141344722000014/amicallefemplagrm.htm)[2](http://www.sec.gov/Archives/edgar/data/1413447/000141344722000014/amicallefemplagrm.htm)] | | |

| [removed: 10.23+] [added: 10.26+] | | | | | | [Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors [removed: N.V.,] [added: N.V.] filed on November [removed: 2, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000094/exhibit103formpsuaward.htm)] [added: 1, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000141344722000067/exhibit103formofpsuaward.htm)] | | |

| 21.1* | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/a211listofsubs2021.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/a211listofsubsidiaries.htm)] | | |

| 23.1* | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/a231consent.htm)] | | |

| 31.1* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/exhibit311.htm)] | | |

| 31.2* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/exhibit312.htm)] | | |

| 32.1* | | | | | | [Section 1350 Certifications of Chief Executive Officer and Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/exhibit321.htm)] | | |

| 101 | | | | | | The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] , formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income; (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Equity; and (vi) Notes to the Consolidated Financial Statements | | |

| 10.23+ | | | | | | [Transition A](http://www.sec.gov/Archives/edgar/data/1413447/000141344722000049/exhibit101transitionagre.htm)[greement dated July 24, 2022 between NXP Semiconductors N.V. and Steve Owen (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V. filed on July 26, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000141344722000049/exhibit101transitionagre.htm) | | |

| 10.25 | | | | | | [Amended and Restated Guaranty Agreement, dated as of August 26, 2022, among NXP Semiconductors N.V., NXP USA, Inc. and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V. filed on August 29, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522231906/d398328dex102.htm) | | |

| 22.1* | | | | | | [Subsidiary Guarantors and Issuers of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/a221nxp-guarantorlist.htm) | | |

| 4.8 | | | | | | [Registration Rights Agreement, dated December 6, 2018, among NXP B.V. and NXP Funding LLC as Issuers, NXP Semiconductors N.V., NXP Semiconductors Netherlands B.V. and NXP USA, Inc. as Guarantors and Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as Representatives of the Initial Purchasers](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit47registrationrig.htm) | | |

| 4.9 | | | | | | [Registration Rights Agreement, dated June 18, 2019, among NXP B.V., NXP Semiconductors N.V., NXP Funding LLC and NXP USA, Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC as Representatives of the Initial Purchasers](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit48registrationrig.htm) | | |

| 23.2* | | | | | | [Consent of KPMG Accountants N.V.](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000008/exhibit232.htm) | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities indicated on [removed: February 24, 2022.][added: March 1, 2023.]

| /s/ANTHONY FOXX | | | | | | [removed: /s/KENNETH A. GOLDMAN] [added: /s/CHUNYUAN GU] | | |

| Anthony Foxx | | | | | | [removed: Kenneth A. Goldman] [added: Chunyuan Gu] | | |

| Date: March 1, 2023 | | | | | | | | |

| /s/LENA OLVING | | | | | | /s/JULIE SOUTHERN | | |

| Lena Olving | | | | | | Julie Southern | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Date: February 24, 2022 | | | | | | | | |

| Non-executive Director | | | | | | Non-executive Director | | |

| /s/JOSEF KAESER | | | | | | /s/LENA OLVING | | |

| Josef Kaeser | | | | | | Lena Olving | | |

| /s/PETER SMITHAM | | | | | | /s/JULIE SOUTHERN | | |

| Peter Smitham | | | | | | Julie Southern | | |