NXP Semiconductors (NXPI) 10-K risk factor changes: FY2023 vs FY2022

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

Meeting evolving industry [removed: requirements] [added: requirements, including the increasing use of AI] and [added: machine learning technologies, and] introducing new products to the market in a timely manner and at prices that are acceptable to our customers are significant factors in determining our competitiveness and success.

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

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

Sustained geopolitical [added: tensions, such as the current geopolitical] tensions [added: involving China and Taiwan,] could lead to long-term changes in global trade and technology supply chains and decoupling of global trade networks;

In addition, Russia’s [removed: 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.

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 [added: 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 impact of future negotiations and consultation processes with employee [removed: representatives could have a material impact on our financial results.]

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

Moreover, third parties can release information regarding potential [removed: vulnerabilities of our products before mitigations are available.]

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

In [removed: particular,] such [added: event that we don't meet the subsidies grant conditions, such] government agencies could seek to recover such subsidies from us and they could cancel or reduce other subsidies we receive from them.

Certain natural disasters, such as flooding, [added: heavy precipitation,] large earthquakes, volcanic eruptions or nuclear or other disasters, may negatively impact our business.

Environmental and other disasters, such as flooding, [added: heavy precipitation] large earthquakes, volcanic eruptions or nuclear or other disasters, or a combination thereof may negatively impact our business.

If flooding, [added: heavy precipitation,] a large earthquake, volcanic eruption or, extreme weather event or other natural disaster were to directly damage, destroy or disrupt our manufacturing facilities, it could disrupt our operations, delay new production and shipments of existing inventory or result in costly repairs, replacements or other costs, all of which would negatively impact our business.

As a result, we are subject to environmental, data privacy, [added: AI technologies, disclosure and reporting (including reporting of ESG-related data),] labor and health and safety laws and regulations in each jurisdiction in which we operate.

In October 2022, the U.S. imposed restrictions on the export of US-regulated products and technology to certain mainland Chinese technology [removed: companies.][added: companies and in October 2023, the Department of Commerce’s revisited these controls, proposing further refinements, and is moving toward final rule making.]

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

[removed: We cannot assure you that we have been or] will be at all times in complete compliance with such laws, regulations and permits.

[removed: Such breaches could result in, for example, unauthorized access to, disclosure, 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 denial of service.

We may not obtain patent protection or secure other intellectual property rights in all the countries in which we operate, and under the laws of such countries, [added: patents and other intellectual property rights may be or become unavailable or limited in scope.]

In order to obtain a judgment which is enforceable in the Netherlands, the claim must be relitigated before a competent court of the Netherlands; the relevant Netherlands court has discretion to attach such weight to a judgment of the courts of the United States as it deems appropriate; based on case law, the courts of the Netherlands may be expected to recognize and grant permission for enforcement of a judgment of a court of competent jurisdiction in the United States without re-examination or relitigation of the substantive matters adjudicated thereby, provided that (i) the relevant court in the United States had jurisdiction in the matter in [removed: accordance with standards which are generally accepted internationally; (ii) the proceedings before that court complied with principles of proper procedure; (iii) recognition and/or enforcement of that judgment does not conflict with the public policy of the Netherlands; and (iv) recognition and/or enforcement of that judgment is 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.]

As of December 31, [removed: 2022,] [added: 2023,] we had outstanding indebtedness with an aggregate principal amount of $11,250 million.

There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, [added: circumstances so warrant.]

The market price for our common stock has varied between a high of [removed: $234.90] [added: $238.27] on [removed: January 4, 2022] [added: December 15, 2023] and a low of [removed: $132.08] [added: $153.10] on [removed: October 13, 2022] [added: January 5, 2023] in the twelve-month period ending on December 31, [removed: 2022.][added: 2023.]

[added: 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] described in this section, changes in our dividend or share repurchase policies, variations between our actual financial results or guidance and expectations of securities analysts or investors or for reasons unrelated to our operations, such as reports by industry analysts, investor perceptions or negative announcements by our customers, competitors, peer companies or suppliers regarding their own performance, or announcements by our competitors of significant contracts, strategic partnerships, joint ventures, joint marketing relationships or capital commitments, the passage of legislation or other regulatory developments affecting us or our industry, as well as industry conditions and general financial, economic and political instability.

As of December 31, [removed: 2022,] [added: 2023,] we had recognized a net accrued benefit liability of [removed: $335] [added: $392] million, representing the unfunded benefit obligations of our defined pension plans.

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 [added: effective in 2024.]

2 The contents of our website, our Corporate Sustainability Report, and our Sustainability Policy are referenced for general information only and are not incorporated by reference into, and do not form a part of, this Form 10-K.

In addition, AI and machine learning are still in early stages, and the introduction and incorporation of AI technologies may result in unintended consequences or other new or expanded risks and liabilities.

Such risks may include (i) adverse impacts from deficient, inaccurate, or biased AI recommendations, (ii) AI technologies the company develops and adopts may become obsolete earlier than planned, and there can be no assurance that the company will realize the desired or anticipated benefits, (iii) use of AI applications could increase the risk of cybersecurity incidents, such as through unintended or inadvertent transmission of proprietary or sensitive information, or (iv) any laws, regulations or industry standards adopted in response to the emergence of AI may be burdensome.

representatives could have a material impact on our financial results.

vulnerabilities of our products before mitigations are available.

Compliance with, or changes in the interpretation of, existing regulations, the adoption of new regulations, changes in the oversight of our activities by governments or standard bodies or rulings in court, regulatory, administrative or other proceedings relating to such regulations, among others, could have an adverse effect on our business and results of operations.

We cannot assure you that we have been or

We believe that we have a robust cybersecurity program that is aligned to international cybersecurity frameworks, and that we leverage industry best practices across people, processes and technologies in an attempt to mitigate cybersecurity threats.

However, we cannot always anticipate, detect, repel or implement fully effective preventative measures against all cybersecurity threats, particularly because the techniques used are increasingly sophisticated and constantly evolving.

Such breaches could result in, for example, unauthorized access to, disclosure, misuse, loss, or

accordance with standards which are generally accepted internationally; (ii) the proceedings before that court complied with principles of proper procedure; (iii) recognition and/or enforcement of that judgment does not conflict with the public policy of the Netherlands; and (iv) recognition and/or enforcement of that judgment is 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.

The Dutch government has enacted new legislation in response to and based on such EU directive.

In addition, the Dutch government has enacted legislation to curtail exemptions on taxing share repurchases to become effective in 2025.

If such legislation is not amended or repealed, this will lead to an additional out of pocket tax payment associated with future share repurchases.

In addition, the U.S. may enact legislation that would allow a tax payer to deduct domestic R&D expenses in the year that they are expensed, which would adversely affect our tax rate, while beneficial for our cash position.

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.

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.

to the preceding or other risks.

compliance environment.

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

circumstances so warrant.

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

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

The COVID-19 outbreak has significantly increased economic and demand uncertainty.

We experienced a significant decline in revenue in the first half of 2020 related to the COVID-19 outbreak and then a swift rebound in demand beginning in the third quarter of 2020 and accelerating through the fourth quarter of 2021.

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.

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” 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 suppliers.

The degree to which 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 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 in Part I, Item 1A Risk Factors.

We previously identified a material weakness in our internal control related to ineffective information technology general controls and if we fail to maintain an effective system of internal control in the future, this could result in loss of investor confidence and adversely impact our stock price.

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

We reported in our Annual Report on Form 10-K as of December 31, 2021, 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.

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.

If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.

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

effective in 2024.

This section of this Form 10-K generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021] [added: 2022] as filed with the SEC on [removed: February 24, 2022.*][added: March 1, 2023.*]

| ($ in millions, unless otherwise stated) | | | [removed: Three Months Ended | | | | | | | | | | | | | | | | | | Years Ended | | | | | |] [added: 2023] | | | | | | [added: 2022] | | |

| Total debt | | | [removed: 11,165] | | | [removed: | | | 10,572 | | | | | | 593] [added: 11,175] | | | | | | 11,165 | | | [removed: | | | 10,572 | | | | | | 593 | | |]

| Net debt | | | [removed: 7,320] | | | [removed: | | | 7,742 | | | | | | (422)] [added: 6,904] | | | | | | 7,320 | | | [removed: | | | 7,742 | | | | | | (422) | | |]

Revenue for [removed: 2022] [added: the year-ended ended December 31, 2023] was [removed: $13,205] [added: $13,276] million [removed: as] compared to [removed: the $11,063] [added: $13,205] million [removed: reported in 2021,] [added: for the year-ended December 31, 2022,] an increase of [removed: $2,142] [added: $71] million or [removed: an increase of 19.4%] [added: 0.5%] year-on-year.

The [removed: increase is attributed to inflationary effects] [added: higher average selling prices at 8.1%] of [added: revenues or the year-ended December 31, 2023, were a result of] increased [added: inflationary] input costs from [added: NXP] suppliers which were passed along to end [removed: customers in the form of higher average selling prices and strong customer demand.][added: customers.]

[removed: The growth compared with the previous year period results from higher average selling prices across all of our] [added: From an] end [removed: markets and strong demand within NXP’s] [added: market perspective, NXP experienced growth in its] Automotive [removed: end market, while the Industrial IoT,] [added: and] Communication Infrastructure & Other [added: end markets which were offset by declines in the Industrial IoT] and the Mobile end markets [removed: experienced slower demand signals] versus the year ago period.

When aggregating all end markets together, and reviewing sales channel performance, [removed: business transacted through direct OEM and EMS customers] [added: NXP’s third party distribution partners] was [removed: $1,397] [added: $2,078] million, an increase of [removed: 8.1%] [added: $202 million or 10.8%] versus the year ago period.

From a geographic perspective, revenue increased across [removed: all] [added: the China and the Americas] regions.

We continue to generate strong operating cash flows, with [removed: $3,895] [added: $3,513] million in cash flows from operations for [removed: 2022.][added: 2023.]

We returned [removed: $2,244] [added: $2,059] million to our shareholders during the year in dividends and repurchases of common stock.

Our cash [added: and short-term deposit] position at the end of [removed: 2022] [added: 2023] was [removed: $3,845] [added: $4,271] million.

The following table presents the composition of operating income for the years ended December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021.][added: 2022.]

| ($ in millions, unless otherwise stated) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | [removed: 13,205] [added: 13,276] | | | | | | [removed: 11,063] [added: 13,205] | | |

| % nominal growth | | | [removed: 19.4] [added: 0.5] | | | | | | [removed: 28.5] [added: 19.4] | | |

| Gross profit | | | [removed: 7,517] [added: 7,553] | | | | | | [removed: 6,067] [added: 7,517] | | |

| Research and development | | | [removed: (2,148)] [added: (2,418)] | | | | | | [removed: (1,936)] [added: (2,148)] | | |

| Selling, general and administrative (SG&A) | | | [removed: (1,066)] [added: (1,159)] | | | | | | [removed: (956)] [added: (1,066)] | | |

| Amortization of acquisition-related intangible assets | | | [removed: (509)] [added: (300)] | | | | | | [removed: (592)] [added: (509)] | | |

| Other income | | | [removed: 3] [added: (15)] | | | | | | [removed: 0] [added: 3] | | |

| Operating income | | | [removed: 3,797] [added: 3,661] | | | | | | [removed: 2,583] [added: 3,797] | | |

Revenue for the year-ended December 31, [removed: 2022] [added: 2023] was [removed: $13,205] [added: $13,276] million compared to [removed: $11,063] [added: $13,205] million for the year-ended December 31, [removed: 2021,] [added: 2022,] an increase of [removed: $2,142] [added: $71] million or [removed: 19.4% year-on-year, with growth in all of the Company’s end markets.][added: 0.5% year-on-year.]

| ($ in millions, unless otherwise stated) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Increase/(decrease) | | | | | | % | | |

| Communication Infrastructure & Other | | | [removed: 2,006] [added: 2,114] | | | | | | [removed: 1,748] [added: 2,006] | | | | | | [removed: 258] [added: 108] | | | | | | [removed: 14.8] [added: 5.4] | | % |

| OEM/EMS | | | [removed: 5,775] [added: 5,963] | | | | | | [removed: 4,587] [added: 5,775] | | | | | | [removed: 1,188] [added: 188] | | | | | | [removed: 25.9] [added: 3.3] | | % |

| APAC, excluding China | | | [removed: 4,165] [added: 3,741] | | | | | | [removed: 3,471] [added: 4,165] | | | | | | [removed: 694] [added: (424)] | | | | | | [removed: 20.0] [added: (10.2)] | | % |

| EMEA (Europe, the Middle East and Africa) | | | [removed: 2,582] [added: 3,096] | | | | | | [removed: 2,036] [added: 2,582] | | | | | | [removed: 546] [added: 514] | | | | | | [removed: 26.8] [added: 19.9] | | % |

[removed: ][added: ]

When aggregating all end markets together, and reviewing sales channel performance, [removed: business transacted] [added: revenues] through [removed: direct OEM and EMS customers] [added: NXP’s third party distribution partners] was [removed: $5,775] [added: $7,195] million, [removed: an increase] [added: a decrease] of [removed: 25.9%] [added: 0.9%] versus the year ago period.

Revenue in the Automotive end market was [removed: $6,879] [added: $7,484] million, an increase of [removed: $1,386] [added: $605] million or [removed: 25.2%] [added: 8.8%] versus the year ago period.

Revenue in the Industrial & IoT end market was [removed: $2,713] [added: $2,351] million, [removed: an increase] [added: a decrease] of [removed: $303] [added: $362] million or [removed: 12.6%] [added: 13.3%] versus the year ago period.

Revenue in the Mobile end market was [removed: $1,607] [added: $1,327] million, [removed: an increase] [added: a decrease] of [removed: $195] [added: $280] million or [removed: 13.8%] [added: 17.4%] versus the year ago period.

Revenue in the Communication Infrastructure & Other end market was [removed: $2,006] [added: $2,114] million, an increase of [removed: $258] [added: $108] million or [removed: 14.8%] [added: 5.4%] versus the year ago period.

Operating expenses for the year-ended December 31, [removed: 2022] [added: 2023] totaled [removed: $3,723] [added: $3,877] million, or [removed: 28.2%] [added: 29.2%] of revenue, compared to [removed: $3,484] [added: $3,723] million, or [removed: 31.5%] [added: 28.2%] of revenue, for the year-ended December 31, [removed: 2021.][added: 2022.]

| ($ in millions, unless otherwise stated) | | | [removed: 2022 | | | | | | % of revenue | | | | | | 2021] [added: 2023] | | | | | | [removed: % of revenue] [added: 2022] | | | | | | % change | | |

| Research and development | | | [removed: 2,148 | | | | | | 16.3 | | % | | | | 1,936] [added: 2,418] | | | | | | [removed: 17.5] [added: $] | [added: 2,148] | [removed: %] | | | | [removed: 11.0] [added: 12.6] | | % |

| Selling, general and administrative | | | [removed: 1,066 | | | | | | 8.1 | | % | | | | 956] [added: 1,159] | | | | | | [removed: 8.6] [added: $] | [added: 1,066] | [removed: %] | | | | [removed: 11.5] [added: 8.7] | | % |

[removed: | Amortization] [added: - Amortization] of acquisition-related intangible [removed: assets | | | 509 | | | | | | 3.9 | | % | | | | 592 | | | | | | 5.4 | | % | | | | (14.0) | | % |][added: assets]

Our gross profit percentage for 2023 and 2022 remained flat at 56.9%, as both revenue and cost of revenue were impacted by inflationary effect of increased input costs which were passed along to end customers.

*Q4 2023 compared to Q3 2023*

Revenue for the three months ended December 31, 2023 was $3,422 million compared to $3,434 million for the three months ended October 1, 2023, a decrease of $12 million or 0.3% quarter-on-quarter.

NXP experienced growth in the Industrial IoT end market of $55 million or 9.1%, Mobile end market of $29 million or 7.7%, and Automotive end market of $8 million or 0.4%.

The positive trends were offset by declines in the Communications Infrastructure & Other end market of $104 million or 18.6%.

When aggregating all end markets together and reviewing sales channel performance, revenues through NXP’s third party distribution partners was $2,078 million, an increase of $131 million or 6.7% compared to the previous period.

Revenues through NXP’s third party direct OEM and EMS customers was $1,310 million, a decline of $153 million or 10.5% versus the previous period.

Offsetting the positive growth trends, were declines in revenues in the EMEA and the Asia Pacific regions.

The gross profit percentage for the fourth quarter of 2023 decreased to 56.6% from 57.2% in the third quarter of 2023, primarily due to higher restructuring costs for specific targeted actions under new global restructuring programs in the fourth quarter of 2023.

Operating cash flows for the three months ended December 31, 2023 was $1,137 million compared to $988 million for the three months ended October 1, 2023, an increase of $149 million or 15.1% quarter-on-quarter.

Under the financing section of the cash flow, there was a $409 million investment in short-term deposit that was made in the fourth quarter of 2023.

*Q4 2023 compared to Q4 2022*

Revenue for the three months ended December 31, 2023 was $3,422 million compared to $3,312 million for the three months ended December 31, 2022, an increase of $110 million or 3.3% versus the year ago period.

NXP experienced growth in its Automotive end market of $94 million or 5.2% and Industrial IoT end market of $57 million or 9.4% versus the year ago period.

Offsetting these positive growth trends were declines of revenues in the Communication Infrastructure & Other end market of $39 million or 7.9% and the Mobile end market of $2 million or 0.5% versus the year ago period.

Business transacted through direct OEM and EMS customers was $1,310 million, a decrease of $87 million or 6.2% versus the year ago period.

From a geographic perspective, revenue increased across most regions, with declines in our Asia Pacific regions.

The gross profit percentage for the fourth quarter of 2023 decreased to 56.6% from 57.1% in the fourth quarter of 2022, primarily due to higher restructuring costs for specific targeted actions under new global restructuring programs in the fourth quarter of 2023.

Operating cash flows for the three months ended December 31, 2023 was $1,137 million compared to $1,076 million for the three months ended December 31, 2022, an increase of $61 million or 5.7% versus the

year ago period.

Under the financing section of the cash flow, there was a $409 million investment in short-term deposit that was made in the fourth quarter of 2023.

Dividends paid to common stockholders increased 18%, from $221 million in the fourth quarter of 2022 to $261 million in the fourth quarter of 2023.

| Automotive | | | 7,484 | | | | | | 6,879 | | | | | | 605 | | | | | | 8.8 | | % |

| Industrial & IoT | | | 2,351 | | | | | | 2,713 | | | | | | (362) | | | | | | (13.3) | | % |

| Mobile | | | 1,327 | | | | | | 1,607 | | | | | | (280) | | | | | | (17.4) | | % |

| Revenue | | | 13,276 | | | | | | 13,205 | | | | | | 71 | | | | | | 0.5 | | % |

| ($ in millions, unless otherwise stated) | | | 2023 | | | | | | 2022 | | | | | | Increase/(decrease) | | | | | | % | | |

| Distributors | | | 7,195 | | | | | | 7,261 | | | | | | (66) | | | | | | (0.9) | | % |

| Other | | | 118 | | | | | | 169 | | | | | | (51) | | | | | | (30.2) | | % |

| Revenue | | | 13,276 | | | | | | 13,205 | | | | | | 71 | | | | | | 0.5 | | % |

| ($ in millions, unless otherwise stated) | | | 2023 | | | | | | 2022 | | | | | | Increase/(decrease) | | | | | | % | | |

| China 1) | | | 4,366 | | | | | | 4,700 | | | | | | (334) | | | | | | (7.1) | | % |

| Americas | | | 2,073 | | | | | | 1,758 | | | | | | 315 | | | | | | 17.9 | | % |

| Revenue | | | 13,276 | | | | | | 13,205 | | | | | | 71 | | | | | | 0.5 | | % |

The year-to-date change in revenue was due to a combination of higher average selling prices, offset by lower shipment volumes.

The lower shipment volumes at 7.6% of revenues for the year-ended December 31, 2023, were a result of cyclical headwinds, resulting in lower revenue in various end markets.

The combination of these two effects resulted in a net increase of $71 million revenue.

All end markets reflected declines in volume, offset by higher average selling prices in our Automotive, Industrial IoT, and Communication & Infra end markets.

Within the Automotive end market our processor, advanced analog and connectivity products contributed to the growth, with offsets in our ADAS – Safety products.

Within the Industrial & IoT end market the year-to-date decline was across the entire product portfolio.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | December 31, 2022 | | | | | | December 31, 2021 | | | | | | Increase/(decrease) | | | | | | December 31, 2022 | | | | | | December 31, 2021 | | | | | | Increase/(decrease) | | |

| 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 | | |

| Operating income (loss) | | | 980 | | | | | | 807 | | | | | | 173 | | | | | | 3,797 | | | | | | 2,583 | | | | | | 1,214 | | |

| Cash flow from operating activities | | | 1,076 | | | | | | 785 | | | | | | 291 | | | | | | 3,895 | | | | | | 3,077 | | | | | | 818 | | |

| Diluted weighted average number of shares outstanding | | | 261,448 | | | | | | 268,545 | | | | | | (7,097) | | | | | | 264,053 | | | | | | 275,646 | | | | | | (11,593) | | |

| Diluted net income per share | | | 2.76 | | | | | | 2.24 | | | | | | 0.52 | | | | | | 10.55 | | | | | | 6.79 | | | | | | 3.76 | | |

| Dividends per common share | | | 0.8450 | | | | | | 0.5625 | | | | | | 0.283 | | | | | | 3.38 | | | | | | 2.25 | | | | | | 1.13 | | |

Our gross profit percentage for 2022 increased to 56.9% from 54.8%, primarily due to the significant higher revenue during 2022, which led to improved utilization and efficiencies, partly offset by higher personnel-related costs and higher supplier costs.

Revenue for the fourth quarter, which ended December 31, 2022, was $3,312 million as compared to $3,039 million for the fourth quarter ended December 31, 2021, an increase of $273 million or an increase of 9.0%.

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

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 | | % |

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

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

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

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

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.

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

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.

From a channel perspective, the Company experienced growth from direct OEM and EMS customers and NXP's distribution partners across all geographic regions.

The Industrial & IoT market is driven by the secular trend of multi-market OEMs seeking to enable secure, connected, high performance processing solutions at the edge of the network, whether it is in factory automation, smart building/smart home or the exploding plethora of connected IoT devices.

The innovation in this market is being driven by thousands of relatively smaller customers, which NXP effectively services through its extended global distribution channel.

The increase in revenue was due to growth in the company’s ARM-based processing solutions, industrial analog products, and IoT connectivity solutions.

The Industrial IoT end market experienced slower demand since second half of 2022 versus the year ago period as a result of lower demand for consumer centric IoT products.

[removed: The Company measures all derivative financial instruments based on fair values derived from market] prices of the instruments or from option pricing models, as appropriate and record these as assets or liabilities in the balance sheet.

At December 31, [removed: 2022] [added: 2023] our net asset related to foreign currency forward contracts designated as hedges of foreign currency risk on certain operating expenditure transactions was [removed: $2] [added: $3] million.

[added: 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 [added: India Rupee, the] Japanese Yen, the [removed: Pound Sterling, the] Malaysian Ringgit, the [added: Romanian Leu, the] Singapore Dollar, the New Taiwan Dollar, the Thai Baht and the Swiss Franc.

The Company measures all derivative financial instruments based on fair values derived from market

If our forecasted operating

NXP Semiconductors N.V. is a global semiconductor company and a long-standing supplier in the industry, with over [removed: 60] [added: 70] years of innovation and operating history.

For the year ended December 31, [removed: 2022,] [added: 2023,] we generated revenue of [removed: $13,205] [added: $13,276] million, compared to [removed: $11,063] [added: $13,205] million for the year ended December 31, [removed: 2021.][added: 2022.]

[added: 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 [removed: as] [added: and are] a Dutch public company with limited liability (naamloze vennootschap).

The semiconductor market totaled [removed: $574.1] [added: $527] billion in [removed: 2022.][added: 2023.]

| Key Growth Drivers | | | Radar systems [added: Software Defined Vehicle, incl. Vehicle Computer] Domain and zonal processors Electrification systems | | | Secure connected Edge solutions Smart home and industrial automation Connectivity and crossover processors | | | UWB mobile access solutions | | | RF Power Systems | | |

Growth in automotive semiconductor sales relies on [added: (1)] global vehicle sales and production trends and [added: (2)] the increase in semiconductor content per [removed: vehicle, which is being driven by the proliferation of electronic features throughout the] vehicle.

We believe three mega-trends will drive the semiconductor content increase in the future: Autonomous driving, electrification and the [removed: service oriented car.][added: software defined vehicle.]

In the same way, strict emissions regulations as well as consumer willingness for energy efficient cars are accelerating the penetration of [removed: electrification, which has been even more intensified during the pandemic, with OEMs prioritizing investments in this area.][added: electrification.]

[removed: Reducing] [added: We expect that] carbon emissions [removed: (global] [added: reduction efforts (e.g., global] net zero emission commitments) will [removed: likely] also be a key growth driver with large transformations expected of our energy systems.

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

In IoT, growth is driven by the increasing use of high-performance edge and media devices (e.g., home entertainment, connected home assistants, home [added: and building] control and security) and low power IoT nodes [removed: (e.g. smart home, hearables, health trackers)] where NXP scalable solutions across the entire embedded processing spectrum are ideally suited.

The technology is gaining momentum thanks to wider chipset availability, adoption across various devices by multiple brands, and the formation of a strong UWB ecosystem across the whole supply chain [removed: and] [added: where] NXP is well [removed: positioned in this market.][added: positioned.]

Our [removed: new] i.MX RT crossover processors are built using applications processors chassis, delivering a high level of integration, high speed peripherals, enhanced security, and engines for enhanced user experience (for example, 2D/3D graphics), but powered by a low-power MCU core running a real-time operating system like Amazon Free RTOS or Zephyr RTOS.

Our i.MX family of processors are designed in conjunction with a broad suite of additional products including power management solutions, audio codecs, touch sensors and accelerometers to [removed: provide full systems solutions across a wide range of operating systems and applications.]

[added: 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.

[removed: Advanced SiGe] technology is utilized in LNAs designed for wireless communication, cellular, consumer, automotive and industrial applications.

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

We manufacture [removed: integrated circuits and discrete] semiconductors through a combination of wholly owned manufacturing facilities, a manufacturing facility operated jointly with another semiconductor company and third-party foundries and assembly and test subcontractors.

Our sales and marketing strategy focuses on key defined verticals in Automotive, [removed: Mobile,] Industrial & [removed: IoT and] [added: IoT,] Communication Infrastructure, [added: and Mobile] deepening our relationship with our top OEMs and electronic manufacturing service customers, expanding our reach to our mass market customers, startups and our distribution partners and becoming their preferred supplier, which we believe assists us in reducing sales volatility in challenging markets.

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

Avnet accounted for [removed: 20%] [added: 21%] of our revenue in [removed: 2022] [added: 2023] and [removed: 18%] [added: 20%] in [removed: 2021.][added: 2022.]

No OEM for which we had direct sales to accounted for more than 10% of our revenue in [removed: 2022] [added: 2023] or [removed: 2021.][added: 2022.]

[removed: To] [added: With the intent to] outpace market growth we invest in research and development to extend or create leading market positions, with an emphasis on fast growing sizable market segments, such as ADAS, in-vehicle networks and power management, as well as Edge computing to support the successful deployment in the IoT with our cross-over processing technology, but also in emerging markets, such as massive MIMO in RF Power and mmWave for 5G.

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

In addition to obtaining our own patents and other intellectual property rights, we have entered into licensing agreements and other arrangements authorizing us to use intellectual property rights, confidential [removed: technical information, software and other technology owned by third parties.]

Our primary key public competitors in alphabetical order include, but are not limited to, Analog Devices Inc., [added: Broadcom Inc.,] Infineon Technologies AG, [removed: Intel Corp., Marvell Technology, Mediatek Inc.,] Microchip Technology Inc., [removed: NVIDIA Corp.,] Qualcomm [removed: Incorporated,] [added: Inc.,] Renesas Electronics Corp., STMicroelectronics NV and Texas Instruments [removed: Incorporated.][added: Inc.]

The names, ages and positions as of [removed: March 1, 2023,] [added: February 22, 2024,] of our executive officers, including our chief executive officer, Mr. Sievers, are as follows:

| Kurt Sievers | | | | | | [removed: 53] [added: 54] | | | | | | Executive director, president and chief executive officer | | |

| Bill Betz | | | | | | [removed: 45] [added: 46] | | | | | | Executive vice president and chief financial officer | | |

| Christopher Jensen | | | | | | [removed: 53] [added: 54] | | | | | | Executive vice president and chief human resources officer | | |

| Ron Martino | | | | | | [removed: 57] [added: 58] | | | | | | Executive vice president [added: and chief] sales [added: officer] | | |

| Andrew Micallef | | | | | | [removed: 58] [added: 59] | | | | | | Executive vice president [removed: global] [added: and chief] operations [added: and manufacturing officer] | | |

| Jennifer Wuamett | | | | | | [removed: 57] [added: 58] | | | | | | Executive vice president, general counsel, corporate secretary and chief sustainability officer | | |

[removed: We] [added: Across the globe, we have policies and programs to attract and maintain the best talent, with a specific] focus on [removed: driving] team member [removed: engagement; building] [added: engagement,] thought [removed: leadership; embracing] [added: leadership,] diversity, equity and [removed: inclusion; providing competitive and fair] [added: inclusion,] compensation and [removed: benefits; enabling talent] [added: benefits,] development and growth [removed: opportunities; investing in] [added: opportunities,] future [removed: talent; focusing on] [added: talent,] team member [removed: retention;] [added: retention] and [removed: giving back to our communities.][added: community outreach.]

DL are those 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, [removed: as well as] general and administrative [added: roles] (SG&A).

At December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 34,500] [added: 34,200] employees, which includes approximately 1,500 employees in our joint venture.

Our NXP global workforce spans three regions encompassing 30+ countries and includes [removed: more than 11,000] [added: approximately 12,000] team members dedicated to [added: the] research and development of our products and solutions (representing [removed: 34%] [added: 36%] of our NXP workforce and [removed: 56%] [added: 57%] of our IDL workforce).

[removed: ][added: ]

They speak [removed: to] [added: about] how we operate, [removed: engage, develop] [added: engage with] and [removed: value] [added: develop] our team members, and push the boundaries of creativity and innovation.

We hold ourselves accountable to our values by ensuring they are reflected in all of our talent programs, including [removed: hiring, learning] [added: talent acquisition, enabling performance, rewards] and [removed: development, performance evaluation,] recognition, [removed: rewards,] [added: communications, development, assessment] and [removed: promotions.][added: succession.]

In the past few years, and going forward, we believe the later will be the most important driver for growth in the automotive semiconductor market, while the stagnation of global vehicle sales will make the former less relevant.

The increase of the average semiconductor content is being driven by the proliferation of electronic features throughout the vehicle, especially for driver assistance (ADAS), and by the increasing penetration of electrified vehicles, which have much higher semiconductors content.

In 2023, the supply chain crisis eased and vehicle production rebounded to the level of 2019.

We expect such consumer demands will lead to new vehicle architectures and eventually to software defined vehicles (SDV).

Using our strong Automotive & Industrial portfolios, we are enhancing our product offerings by providing solutions for the growing ecosystems in & around the vehicle, in smart factories and in homes and buildings.

Enabling innovation at our customers as well as reducing complexity, integration efforts and shorten time to market is a key element of our strategy.

Our new MCX MCU family of Arm Cortex-M based MCUs, builds on the strength of our Kinetis and LPC portfolio.

The MCX series also integrates our machine learning neural processing unit for machine learning applications.

provide full systems solutions across a wide range of operating systems and applications.

Advanced SiGe

1) Joint venture with TSMC.

On January 9, 2024, NXP acquired shares in the newly founded European Semiconductor Manufacturing Company (ESMC) GmbH, in Dresden, Germany.

ESMC is 70% owned by TSMC, with Bosch, Infineon, and NXP each owning 10%.

NXP has committed to invest approximately $550m (€500m) for our investment in ESMC and is entitled to 10% of the fab facility capacity.

Production at ESMC is currently targeted to begin by the end of 2027.

Subsidies and Grants

We receive subsidies and grants from governments in some countries in the form of direct grants as well as tax credits for R&D activities.

Such funding is generally provided to encourage R&D activities, industrialization and local economic development and is generally available to all companies.

The conditions for the receipt of government grants and subsidies may include eligibility restrictions, approval by relevant authorities, annual budget appropriations, compliance with relevant regulations or contingent return provisions, as well as specifications regarding objectives and results.

The approval process for such funding may last up to several years.

Certain specific contracts require compliance with extensive regulatory requirements and set forth certain conditions relating to the funded programs.

There could be penalties if these objectives are not fulfilled.

Our direct grants include those awarded under the European 2nd Important Project of Common European Interest on Microelectronics and Communication Technologies (“IPCEI ME/CT”).

During the fourth quarter of 2023, the Company was granted IPCEI ME/CT government assistance in multiple EU member states.

The duration of the IPCEI ME/CT grants is planned to run until the end of 2029.

The conditions to receive the IPCEI ME/CT government assistance include restrictions on eligible expenditures, employment retention, annual budget appropriations by the member states, compliance with member states’ regulations and project objectives and results, as well as repayment conditions.

Our dedicated R&D teams across the involved member states under the IPCEI/MT program seek to innovate in core technologies across automotive, industrial and cybersecurity.

This includes 5nm, advanced driving assistance and battery management systems in automotive, 6G and Ultra-Wideband as well as artificial intelligence (AI), RISC-V and post-quantum cryptography.

technical information, software and other technology owned by third parties.

Our values rest on a strong foundation of trust and respect.


In 2023, 90% of team members participated in the survey.

NXP aims to retain team members and minimize turnover and closely monitors voluntary turnover.

We continue to drive programs centered around retention actions for strategic roles and top-performing talent as well as broad-based programs targeting all team members.

At NXP, inclusion is key to living our core values which are built on a core foundation of trust and respect.

Our Diversity & Inclusion Council serves as an advocate, resource and governing entity to advance NXP’s global, strategic diversity, equality and inclusion initiatives.

Today, we have nine primary ERGs which are open to all team members and include representation in Asia, Europe and North America.

Each ERG has defined mission/vision statements and goals, as well as executive oversight and sponsorship.

We saw an increase in the representation of women in R&D positions, but remained flat or slightly under the prior year results in the other categories.

| 36% | | | 25% | | | 16% | | | 20% | | | 52% | | |

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

Working and learning from home during the COVID-19 pandemic has been a major demand driver for smart home devices, computing peripherals, home entertainment and gaming consoles within our Industrial & IoT business.

A key element of our strategy is to offer highly integrated and secure solutions that are increasingly sought by our customers to simplify their development efforts and shorten their time to market.

In Automotive, our

These security controller ICs

1) Joint venture with TSMC; we are entitled to 60% of the joint venture’s annual capacity.

retaining trade secrets and defending, enforcing and utilizing our intellectual property rights, where appropriate.

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

Across the globe, we have policies and programs to attract and maintain the best talent possible.


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

We prioritize team member retention and closely monitor voluntary attrition as an indicator of engagement.

This attrition is also compared to industry norms to ensure we are effectively retaining our employees throughout the world.

We managed several initiatives centered around retention for strategic roles and top-performing talent.

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.

NXP continues to contribute resources focused on driving cultural awareness across the Company, which is spearheaded by NXP’s Vice President and Head of Diversity, Equality and Inclusion.

Today, we have nine primary ERGs, with representation in Asia, Europe, Mexico and the United States.

Membership and participation in ERGs is open to all team members, and global engagement is encouraged.

To track the progress of our growing ERGs, we measure membership, programming and team member engagement for each group.

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.

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

NXP’s compensation programs are designed to attract the best talent and drive performance across all areas of our diverse workforce.

We have developed a proactive process to evaluate each reward-based compensation program in real time and provide leaders with feedback to create more visibility into fair and equitable compensation while decisions are being made.

For the past three years, the ongoing COVID-19 pandemic has made it all the more important to maintain employee health and safety, and we have effectively managed our health-and-safety programs over this period.

During the height of the pandemic, we hosted several successful vaccination drives in a number of countries where our employees live and work.

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.

We periodically set and reset targets, and publish mid- and long-term targets on carbon footprint reduction and renewable energy consumption, as well as water and waste recycling.

Our commitment to enabling a smarter, more sustainable world goes beyond our operations, and includes developing innovative product solutions that support the sustainability goals and objectives of our stakeholders.

We monitor developments of global legislation by tracking current discussions, timelines, and the likelihood of new implementations.

During the design and development of our new product solutions, we emphasize these potential requirements to coincide with new product introductions.

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.

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

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 [removed: July 1, 2022] [added: June 30, 2023] as reported on the Nasdaq Global Select Market, was [removed: $38.4] [added: $52.9] billion.

As of February [removed: 24, 2023,] [added: 16, 2024,] the Registrant had [removed: 259,519,410] [added: 256,459,260] outstanding ordinary shares, excluding shares held in treasury.

Portions of the Registrant’s definitive proxy statement relating to its [removed: 2023] [added: 2024] Annual General Meeting of shareholders (the [removed: “2023] [added: “2024] Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The [removed: 2023] [added: 2024] 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](#iddb6cda2dea9469ebeffdc6e5e52830c_10)] [added: Statements](#if7bf87a3bf324dd29fc6718960c991e0_10)] | | | [removed: [1](#iddb6cda2dea9469ebeffdc6e5e52830c_10)] [added: [1](#if7bf87a3bf324dd29fc6718960c991e0_10)] | | |

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| [Item 1A. Risk [removed: Factors](#iddb6cda2dea9469ebeffdc6e5e52830c_22)] [added: Factors](#if7bf87a3bf324dd29fc6718960c991e0_22)] | | | [removed: [16](#iddb6cda2dea9469ebeffdc6e5e52830c_22)] [added: [16](#if7bf87a3bf324dd29fc6718960c991e0_22)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#iddb6cda2dea9469ebeffdc6e5e52830c_25)] [added: Comments](#if7bf87a3bf324dd29fc6718960c991e0_25)] | | | [removed: [30](#iddb6cda2dea9469ebeffdc6e5e52830c_25)] [added: [30](#if7bf87a3bf324dd29fc6718960c991e0_25)] | | |

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| [Item 3. Legal [removed: Proceedings](#iddb6cda2dea9469ebeffdc6e5e52830c_31)] [added: Proceedings](#if7bf87a3bf324dd29fc6718960c991e0_34)] | | | [removed: [30](#iddb6cda2dea9469ebeffdc6e5e52830c_31)] [added: [31](#if7bf87a3bf324dd29fc6718960c991e0_34)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#iddb6cda2dea9469ebeffdc6e5e52830c_34)] [added: Disclosures](#if7bf87a3bf324dd29fc6718960c991e0_37)] | | | [removed: [30](#iddb6cda2dea9469ebeffdc6e5e52830c_34)] [added: [31](#if7bf87a3bf324dd29fc6718960c991e0_37)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iddb6cda2dea9469ebeffdc6e5e52830c_40)] [added: Securities](#if7bf87a3bf324dd29fc6718960c991e0_43)] | | | [removed: [31](#iddb6cda2dea9469ebeffdc6e5e52830c_40)] [added: [32](#if7bf87a3bf324dd29fc6718960c991e0_43)] | | |

| [Item [removed: 6.](#iddb6cda2dea9469ebeffdc6e5e52830c_43) [\[Reserved\]](#iddb6cda2dea9469ebeffdc6e5e52830c_43)] [added: 6.](#if7bf87a3bf324dd29fc6718960c991e0_46) [\[Reserved\]](#if7bf87a3bf324dd29fc6718960c991e0_46)] | | | [removed: [32](#iddb6cda2dea9469ebeffdc6e5e52830c_43)] [added: [33](#if7bf87a3bf324dd29fc6718960c991e0_46)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iddb6cda2dea9469ebeffdc6e5e52830c_46)] [added: Operations](#if7bf87a3bf324dd29fc6718960c991e0_49)] | | | [removed: [32](#iddb6cda2dea9469ebeffdc6e5e52830c_46)] [added: [33](#if7bf87a3bf324dd29fc6718960c991e0_49)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#iddb6cda2dea9469ebeffdc6e5e52830c_76)] [added: Risk](#if7bf87a3bf324dd29fc6718960c991e0_82)] | | | [removed: [53](#iddb6cda2dea9469ebeffdc6e5e52830c_76)] [added: [51](#if7bf87a3bf324dd29fc6718960c991e0_82)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#iddb6cda2dea9469ebeffdc6e5e52830c_97)] [added: Data](#if7bf87a3bf324dd29fc6718960c991e0_103)] | | | [removed: [55](#iddb6cda2dea9469ebeffdc6e5e52830c_79)] [added: [53](#if7bf87a3bf324dd29fc6718960c991e0_85)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#iddb6cda2dea9469ebeffdc6e5e52830c_169)] [added: Disclosure](#if7bf87a3bf324dd29fc6718960c991e0_175)] | | | [removed: [104](#iddb6cda2dea9469ebeffdc6e5e52830c_169)] [added: [103](#if7bf87a3bf324dd29fc6718960c991e0_175)] | | |

| [Item 9A. Controls and [removed: Procedures](#iddb6cda2dea9469ebeffdc6e5e52830c_172)] [added: Procedures](#if7bf87a3bf324dd29fc6718960c991e0_178)] | | | [removed: [104](#iddb6cda2dea9469ebeffdc6e5e52830c_172)] [added: [103](#if7bf87a3bf324dd29fc6718960c991e0_178)] | | |

| [Item 9B. Other [removed: Information](#iddb6cda2dea9469ebeffdc6e5e52830c_175)] [added: Information](#if7bf87a3bf324dd29fc6718960c991e0_181)] | | | [removed: [105](#iddb6cda2dea9469ebeffdc6e5e52830c_175)] [added: [103](#if7bf87a3bf324dd29fc6718960c991e0_181)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iddb6cda2dea9469ebeffdc6e5e52830c_178)] [added: Inspections](#if7bf87a3bf324dd29fc6718960c991e0_184)] | | | [removed: [105](#iddb6cda2dea9469ebeffdc6e5e52830c_178)] [added: [104](#if7bf87a3bf324dd29fc6718960c991e0_184)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#iddb6cda2dea9469ebeffdc6e5e52830c_184)] [added: Governance](#if7bf87a3bf324dd29fc6718960c991e0_190)] | | | [removed: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_184)] [added: [105](#if7bf87a3bf324dd29fc6718960c991e0_190)] | | |

| [Item 11. Executive [removed: Compensation](#iddb6cda2dea9469ebeffdc6e5e52830c_187)] [added: Compensation](#if7bf87a3bf324dd29fc6718960c991e0_193)] | | | [removed: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_187)] [added: [105](#if7bf87a3bf324dd29fc6718960c991e0_193)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iddb6cda2dea9469ebeffdc6e5e52830c_190)] [added: Matters](#if7bf87a3bf324dd29fc6718960c991e0_196)] | | | [removed: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_190)] [added: [105](#if7bf87a3bf324dd29fc6718960c991e0_196)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#iddb6cda2dea9469ebeffdc6e5e52830c_193)] [added: Independence](#if7bf87a3bf324dd29fc6718960c991e0_199)] | | | [removed: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_193)] [added: [105](#if7bf87a3bf324dd29fc6718960c991e0_199)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#iddb6cda2dea9469ebeffdc6e5e52830c_196)] [added: Services](#if7bf87a3bf324dd29fc6718960c991e0_202)] | | | [removed: [106](#iddb6cda2dea9469ebeffdc6e5e52830c_196)] [added: [105](#if7bf87a3bf324dd29fc6718960c991e0_202)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#iddb6cda2dea9469ebeffdc6e5e52830c_202)] [added: Schedules](#if7bf87a3bf324dd29fc6718960c991e0_208)] | | | [removed: [107](#iddb6cda2dea9469ebeffdc6e5e52830c_202)] [added: [106](#if7bf87a3bf324dd29fc6718960c991e0_208)] | | |

| [Item 16. Form 10-K [removed: Summary](#iddb6cda2dea9469ebeffdc6e5e52830c_205)] [added: Summary](#if7bf87a3bf324dd29fc6718960c991e0_211)] | | | [removed: [109](#iddb6cda2dea9469ebeffdc6e5e52830c_205)] [added: [108](#if7bf87a3bf324dd29fc6718960c991e0_211)] | | |

This Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022] [added: 2023] (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.

- [added: global hostilities, including] the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia, [added: and the continued hostilities and armed conflict in the Middle East,] which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets;

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

[removed: If any one or more of these assumptions turn out to be] incorrect, actual market results may differ from those predicted.

[added: 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.

| [Part I](#if7bf87a3bf324dd29fc6718960c991e0_13) | | | [3](#if7bf87a3bf324dd29fc6718960c991e0_13) | | |

| [Item 1C. Cybersecurity](#if7bf87a3bf324dd29fc6718960c991e0_28) | | | [30](#if7bf87a3bf324dd29fc6718960c991e0_28) | | |

| [Part II](#if7bf87a3bf324dd29fc6718960c991e0_40) | | | [32](#if7bf87a3bf324dd29fc6718960c991e0_40) | | |

| [PART III](#if7bf87a3bf324dd29fc6718960c991e0_187) | | | [105](#if7bf87a3bf324dd29fc6718960c991e0_187) | | |

| [Part IV](#if7bf87a3bf324dd29fc6718960c991e0_205) | | | [106](#if7bf87a3bf324dd29fc6718960c991e0_205) | | |

- increasing and evolving cybersecurity threats and privacy risks;

If any one or more of these assumptions turn out to be

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

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

| [PART III](#iddb6cda2dea9469ebeffdc6e5e52830c_181) | | | [106](#iddb6cda2dea9469ebeffdc6e5e52830c_181) | | |

| [Part IV](#iddb6cda2dea9469ebeffdc6e5e52830c_199) | | | [107](#iddb6cda2dea9469ebeffdc6e5e52830c_199) | | |

- potential impacts of the COVID-19 pandemic;

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.

NXP, similar to other semiconductor companies, operates in a complex and rapidly changing environment that involves many risks, including information and cybersecurity risks.

As a leading technology company, we are committed to helping strengthen internet security and to implementing measures designed to protect our company against illicit activities, including cyberattacks and malware.

Our management is directly responsible for executing the Company’s risk management processes.

Our Board is responsible for overseeing these risk management processes.

In exercising its oversight, the Board and, as appropriate, the relevant Board committees, assesses the material risks facing the Company and evaluate management’s plans for managing material risk exposures.

The Company conducts a formal annual risk assessment to identify, analyze and report on enterprise risks.

The results of this risk assessment are reported to and discussed with the Board.

Our Board performs this oversight function through periodic reports from management and Board committees.

While our Board generally has ultimate oversight responsibility of the Company’s risk management processes, it has delegated to its committees the responsibility to oversee risk management processes associated with their respective areas of responsibility and expertise.

The Audit Committee has oversight responsibility for reviewing the effectiveness of NXP’s governance and management of IT risks, including those relating to business continuity, cybersecurity, malware, regulatory compliance and data management.

NXP senior leadership regularly briefs the Audit Committee on cybersecurity matters and briefs the full Board on these issues at least annually or as needed.

NXP’s program for Information Technology (IT) Risk Management is a component of NXP’s overall process for Enterprise Risk Management (“ERM”).

The objectives of ERM are to:

- Identify our key risks in a timely manner, based upon quantitative and qualitative factors.

- Mitigate risk and keep risk impact at acceptable levels, particularly those risks that could result in a strategic impact event.

- Ensure there is an effective risk-management framework in place which covers our key risks and is supported by risk-monitoring mechanisms.

- Prioritize and align risk-management efforts, to use resources effectively.

- Ensure risk-management governance, including quarterly monitoring, reporting and evaluation.

Key ERM activities include:

- Assessment (identification and evaluation of risks)

- Response (building capabilities, mitigation)

- Management Assurance (effective management methods, clear accountabilities)

- Monitoring (audit, inquire, verify)

- Communication (internally and externally)

- Periodically evaluate effectiveness method

NXP’s Chief Information Security Officer is primarily responsible for managing the cybersecurity risks identified in the ERM process.

This includes performing risk assessments, prioritizing the most likely and impactful risk elements, and recommending appropriate measures to mitigate the risk.

NXP’s cybersecurity initiatives focus on strengthening our Core IT infrastructure and services against external threats, securing our manufacturing operations from compromise, limiting damage through processes and controls, and protecting our intellectual property.

On a day-to-day basis, NXP identifies vulnerabilities, breach attempts, and possible criminal activity by external threat actors.

Additionally, NXP has a supplier security framework that helps with monitoring and accessing the security of suppliers and third-party service providers.

As part of the framework, we conduct due diligence which covers topics such as data protection, confidentiality, security, business continuity and incident management.

These activities are covered by our process for cybersecurity risk management under our ERM.

NXP uses a multi-layer approach to identify and mitigate information security risks.

On a tactical level, NXP maintains a 24x7 Security Operating Center (SOC) that actively monitors for and identifies cyber security threats and initiates appropriate mitigation processes.

The SOC reports to the Computer Security Incident Response Team (CSIRT).

When needed, a task force containing Security, IT, Communications, Legal and Business representatives is established.

This task force leads mitigation activities where the potential threat or risk is elevated.

In addition to SOC, the NXP IT Service Desk and NXP employees are trained to identify Cyber Security issues and to escalate them to correct owners.

Furthermore, NXP has an Identify and Access Management System integrated with HR systems which helps manage employee life cycle processes, including both onboarding and offboarding NXP workers.

These systems are audited by internal and external audit teams.

As of [removed: March 1, 2023,] [added: February 22, 2024,] 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: 22, 2023] [added: 14, 2024] there were [removed: 15] [added: 18] shareholders of record and [removed: 730,850] [added: 884,874] beneficial shareholders of our common stock.

| First Quarter | | | [removed: 0.845] [added: 1.014] | | | | | | [removed: 0.5625] [added: 0.845] | | |

| Second Quarter | | | [removed: 0.845] [added: 1.014] | | | | | | [removed: 0.5625] [added: 0.845] | | |

| Third Quarter | | | [removed: 0.845] [added: 1.014] | | | | | | [removed: 0.5625] [added: 0.845] | | |

| Fourth Quarter | | | [removed: 0.845] [added: 1.014] | | | | | | [removed: 0.5625] [added: 0.845] | | |

At December 31, [removed: 2022,] [added: 2023,] there was approximately [removed: $437] [added: $1,536] million remaining [removed: for the repurchase of shares] under the [removed: 2021 Share Repurchase Program and $2 billion remaining under the] 2022 Share Repurchase Program.

The following table provides a summary of share repurchase activity during the three months ended December 31, [removed: 2022:][added: 2023:]

The following graph shows a comparison, since December 31, [removed: 2017] [added: 2018] 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: 2017] [added: 2018] in our common stock and each of the indices.

[removed: ][added: ]

| | | | 2023 | | | | | | 2022 | | |

| October 2, 2023 – November 5, 2023 | | | | | | 1,229,305 | | | | | | $182.10 | | | | | | 658,033 | | | | | | 9,432,436 | | | | | | 571,272 | | |

| November 6, 2023 – December 3, 2023 | | | | | | 656,622 | | | | | | $191.19 | | | | | | 467,659 | | | | | | 7,882,258 | | | | | | 188,963 | | |

| December 4, 2023 – December 31, 2023 | | | | | | 382,185 | | | | | | $221.78 | | | | | | 382,120 | | | | | | 6,689,633 | | | | | | 65 | | |

| Total | | | | | | 2,268,112 | | | | | | | | | | | | 1,507,812 | | | | | | | | | | | | 760,300 | | |

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

On January 30, 2023, the board of directors of NXP approved a 20 percent increase in the quarterly cash dividend to $1.014 per ordinary share to be paid in cash on April 5, 2023 to shareholders of record as of March 15, 2023.

In March 2021, the Board approved the repurchase of shares up to a maximum of $2 billion (the "2021 Share Repurchase Program"), and in August 2021, the Board increased the 2021 Share Repurchase Program authorization by $2 billion, for a total of $4 billion approved for the repurchase of shares under the 2021 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 | | |

| Report of independent registered public accounting firm | | | | | | [removed: [56](#iddb6cda2dea9469ebeffdc6e5e52830c_82)] [added: [54](#if7bf87a3bf324dd29fc6718960c991e0_88)] | | |

| Consolidated Statements of Operations | | | | | | [removed: [60](#iddb6cda2dea9469ebeffdc6e5e52830c_85)] [added: [58](#if7bf87a3bf324dd29fc6718960c991e0_91)] | | |

| Consolidated Statements of Comprehensive Income | | | | | | [removed: [61](#iddb6cda2dea9469ebeffdc6e5e52830c_88)] [added: [59](#if7bf87a3bf324dd29fc6718960c991e0_94)] | | |

| Consolidated Balance Sheets | | | | | | [removed: [62](#iddb6cda2dea9469ebeffdc6e5e52830c_91)] [added: [60](#if7bf87a3bf324dd29fc6718960c991e0_97)] | | |

| Consolidated Statements of Cash Flows | | | | | | [removed: [63](#iddb6cda2dea9469ebeffdc6e5e52830c_94)] [added: [61](#if7bf87a3bf324dd29fc6718960c991e0_100)] | | |

| Consolidated Statements of Changes in Equity | | | | | | [removed: [65](#iddb6cda2dea9469ebeffdc6e5e52830c_97)] [added: [63](#if7bf87a3bf324dd29fc6718960c991e0_103)] | | |

| Notes to the Consolidated Financial Statements | | | | | | [removed: [66](#iddb6cda2dea9469ebeffdc6e5e52830c_100)] [added: [64](#if7bf87a3bf324dd29fc6718960c991e0_106)] | | |

We have audited the accompanying consolidated balance sheets of NXP Semiconductors N.V. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: March 1, 2023] [added: February 22, 2024] expressed an unqualified opinion thereon.

[removed: March 1, 2023][added: 2023]

We have audited NXP Semiconductors N.V. internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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, NXP Semiconductors N.V. [added: and subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated [removed: March 1,] [added: February 22,] 2023 expressed an unqualified opinion thereon.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenue | | | [removed: 13,205] [added: 13,276] | | | | | | [removed: 11,063] [added: 13,205] | | | | | | [removed: 8,612] [added: 11,063] | | |

| Cost of revenue | | | [removed: (5,688)] [added: (5,723)] | | | | | | [removed: (4,996)] [added: (5,688)] | | | | | | [removed: (4,377)] [added: (4,996)] | | |

| Gross profit | | | [removed: 7,517] [added: 7,553] | | | | | | [removed: 6,067] [added: 7,517] | | | | | | [removed: 4,235] [added: 6,067] | | |

| Research and development | | | [removed: (2,148)] [added: (2,418)] | | | | | | [removed: (1,936)] [added: (2,148)] | | | | | | [removed: (1,725)] [added: (1,936)] | | |

| Selling, general and administrative | | | [removed: (1,066)] [added: (1,159)] | | | | | | [removed: (956)] [added: (1,066)] | | | | | | [removed: (879)] [added: (956)] | | |

| Amortization of acquisition-related intangible assets | | | [removed: (509)] [added: (300)] | | | | | | [removed: (592)] [added: (509)] | | | | | | [removed: (1,327)] [added: (592)] | | |

| Total operating expenses | | | [removed: (3,723)] [added: (3,877)] | | | | | | [removed: (3,484)] [added: (3,723)] | | | | | | [removed: (3,931)] [added: (3,484)] | | |

| Other income (expense) | | | [removed: 3] [added: (15)] | | | | | | [removed: —] [added: 3] | | | | | | [removed: 114] [added: —] | | |

| Operating income (loss) | | | [removed: 3,797] [added: 3,661] | | | | | | [removed: 2,583] [added: 3,797] | | | | | | [removed: 418] [added: 2,583] | | |

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

| Other financial income (expense) | | | [removed: (416)] [added: (309)] | | | | | | [removed: (381)] [added: (416)] | | | | | | [removed: (357)] [added: (381)] | | |

| Income (loss) before income taxes | | | [removed: 3,363] [added: 3,352] | | | | | | [removed: 2,180] [added: 3,363] | | | | | | [removed: 1] [added: 2,180] | | |

| Benefit (provision) for income taxes | | | [removed: (529)] [added: (523)] | | | | | | [removed: (272)] [added: (529)] | | | | | | [removed: 83] [added: (272)] | | |

| Results relating to equity-accounted investees | | | [removed: (1)] [added: (7)] | | | | | | [removed: (2)] [added: (1)] | | | | | | [removed: (4)] [added: (2)] | | |

| Net income (loss) | | | [removed: 2,833] [added: 2,822] | | | | | | [removed: 1,906] [added: 2,833] | | | | | | [removed: 80] [added: 1,906] | | |

| Less: Net income (loss) attributable to non-controlling interests | | | [removed: 46] [added: 25] | | | | | | [removed: 35] [added: 46] | | | | | | [removed: 28] [added: 35] | | |

| Net income (loss) attributable to stockholders | | | [removed: 2,787] [added: 2,797] | | | | | | [removed: 1,871] [added: 2,787] | | | | | | [removed: 52] [added: 1,871] | | |

| *Net income (loss) per common share attributable to [removed: stockholders in] [added: stockholders* *in] $:* | | | | | | | | | | | | | | | | | |

| – Basic | | | [removed: 10.64] [added: 10.83] | | | | | | [removed: 6.91] [added: 10.64] | | | | | | [removed: 0.19] [added: 6.91] | | |

| – Diluted | | | [removed: 10.55] [added: 10.70] | | | | | | [removed: 6.79] [added: 10.55] | | | | | | [removed: 0.18] [added: 6.79] | | |

| – Basic | | | [removed: 261,879] [added: 258,381] | | | | | | [removed: 270,687] [added: 261,879] | | | | | | [removed: 279,763] [added: 270,687] | | |

| – Diluted | | | [removed: 264,053] [added: 261,370] | | | | | | [removed: 275,646] [added: 264,053] | | | | | | [removed: 283,809] [added: 275,646] | | |

| Change in fair value cash flow hedges * | | | [removed: (1)] [added: 2] | | | | | | [removed: (11)] [added: (1)] | | | | | | [removed: 9] [added: (11)] | | |

| Change in foreign currency translation adjustment | | | [removed: (72)] [added: 42] | | | | | | [removed: (74)] [added: (72)] | | | | | | [removed: 78] [added: (74)] | | |

| Change in net actuarial gain (loss) | | | [removed: 101] [added: (30)] | | | | | | [removed: 16] [added: 101] | | | | | | [removed: (45)] [added: 16] | | |

| | | | Revenue recognition – Variable consideration under the distributor incentive programs | | |

| *Description of the Matter* | | | As described in Note 2 to the consolidated financial statements, revenue is recorded for customers based on the amount that is expected to be collected, which considers whether the price is subject to a refund or adjustment. This variable consideration is estimated and reflects the impact of distributor incentive programs. The Company’s policy is to estimate such variable consideration using the most likely amount method, which takes into account the contractual terms, historical experience of rebate rates, as well as a prospective view of products and pricing for distributors who participate in a distributor incentive program. Auditing management’s estimate of variable consideration under the distributor incentive programs is complex, due to the uncertainty inherent to the estimate, the application of management judgment, and the significant assumptions as noted above utilized in estimating the variable consideration. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process for estimating the variable consideration of the distributor incentive programs. For example, we tested controls over management’s review of the assumptions used, results of calculations and assessment of the underlying data. To test management's estimate of the variable consideration of the distributor incentive programs, our audit procedures included, among others, evaluating the estimation methodology used, the significant assumptions described above, and the underlying data used by the Company. We evaluated the estimation methodology used by management against the requirements of ASC 606 and industry practice. To evaluate the significant assumptions used by management, we compared them to the forecasted pricing environment, as well as to historical results and practices of the Company. Our audit procedures to test the completeness and accuracy of data inputs used by the Company included vouching distributor inventory on hand, rebate rates used and amounts of unclaimed distributor resales to contractual agreements, external confirmations and historical price and claim data, as appropriate. We recalculated the estimate using management’s model. We also assessed the accuracy of management’s estimates by testing a sample of actual claimed allowances subsequent to year-end, against the period-end estimate. | | |

February 22, 2024

| Short-term deposits | | | 409 | | | | | | — | | |

| Accounts payable | | | 1,164 | | | | | | 1,185 | | |

| Other current liabilities | | | 1,855 | | | | | | 2,066 | | |

| Short-term debt | | | 1,000 | | | | | | — | | |

| Net income (loss) | | | 2,822 | | | | | | 2,833 | | | | | | 1,906 | | |

| Investment in short-term deposits | | | (409) | | | | | | — | | | | | | — | | |

| December 31, 2023 | | | | | | 257,190 | | | | | | 56 | | | | | | 14,501 | | | | | | (3,210) | | | | | | 90 | | | | | | (2,793) | | | | | | 8,644 | | | | | | 316 | | | | | | 8,960 | | |

Short-term deposits representing cash equivalents with original maturity beyond three months are reported as current assets in the line “Short-term deposits” of the consolidated balance sheets.

| Year-ended December 31, 2023 | | | 1.1073 | | | | | | 1.0829 | | | | | | 1.0540 | | | | | | 1.1073 | | |

| Indian rupee | | | 33 | | | | | | 23 | | |

| Romanian leu | | | 34 | | | | | | 8 | | |

Pillar Two legislation, focused on implementing a global minimum corporate tax, has been enacted in certain jurisdictions the Company operates.

The legislation will be effective for the Company’s financial year beginning January 1, 2024.

The Company is in scope of the enacted legislation and has performed an assessment of the Company’s potential exposure to Pillar Two income taxes.

The assessment of the potential exposure to Pillar Two income taxes is based on the Company’s forecast for financial year-ended December 31, 2024 in combination with the most recent tax filings and country-by-country reporting for the constituent entities of the Company.

Based on the assessment, the Pillar Two effective tax rates in most of the jurisdictions that the Company operates in are above 15%.

However, there are a limited number of jurisdictions where the transitional safe harbor relief does not apply and the Pillar Two effective tax rate is close to 15%.

The Company does not expect a material exposure to Pillar Two in those jurisdictions.

information and consultation with and input from our actuaries.

Recent accounting standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve disclosure requirements on reportable segments, primarily through enhanced disclosures about significant segment expenses.

The standard requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker (CODM) and included within each reported measure of segment profit or loss, requires disclosure of the position and title of the CODM, requires that a public entity that has a single reportable segment provide all the disclosures required by this ASU and all existing segment disclosures in Topic 280, and contains other disclosure requirements.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

The amendments in ASU 2023-09 require greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid.

In addition, the amendments require disclosure of income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign; and, disclosure of income tax expense (or benefit) from continuing operations disaggregated.

We are currently evaluating the effect of this new guidance on our consolidated financial statements.

The grants recorded in operating income are included in the following line items in the statement of operations:

| Research & Development | | | 116 | | | | | | 83 | | |

| | | | 123 | | | | | | 88 | | |

The classification of the grants' related assets and liabilities in the Company’s Consolidated Balance Sheets is as follows:

| | | | 2023 | | | | | | 2022 | | |

| Other current assets | | | 95 | | | | | | 57 | | |

| Other non-current assets | | | 71 | | | | | | 57 | | |

Our direct grants include those awarded under the European 2nd Important Project of Common European Interest on Microelectronics and Communication Technologies (“IPCEI ME/CT”).

During the fourth quarter of 2023, the Company was granted IPCEI ME/CT government assistance in multiple EU member states.

| | | | Effect on our financial statement audit of 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 prior year material weakness affected our current year audit of substantially all financial statement 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. | | |

| *How We Addressed the Matter in Our Audit* | | | We used significant judgment and involved our IT professionals to determine the timing, nature and extent of incremental procedures to be performed over financial statement accounts that are reliant on IT systems impacted by the ineffective ITGCs, including the impacted automated and manual business process controls. These incremental procedures were performed closer to the balance sheet date and included, among others, lowering our testing thresholds, increasing sample sizes and manually testing the completeness and accuracy of system reports or other information generated by the Company’s impacted IT systems, including increasing the extent to which items selected for testing were agreed to source documents. | | |

| Proceeds from sale of interests in businesses, net of cash divested | | | — | | | | | | — | | | | | | 161 | | |

| Dividends paid to non-controlling interests | | | — | | | | | | — | | | | | | (35) | | |

| Cash paid on behalf of shareholders for tax on repurchased shares | | | — | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of January 1, 2020 | | | | | | 281,437 | | | | | | 64 | | | | | | 15,184 | | | | | | (3,037) | | | | | | 75 | | | | | | (2,845) | | | | | | 9,441 | | | | | | 214 | | | | | | 9,655 | | |

| Expiration of stock purchase warrants | | | | | | | | | | | | | | | | | | (168) | | | | | | | | | | | | | | | | | | 168 | | | | | | — | | | | | | | | | | | | — | | |

| Dividends non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (35) | | | | | | (35) | | |

as Level 3 assets.

| Year-ended December 31, 2020 | | | 1.2280 | | | | | | 1.1412 | | | | | | 1.0862 | | | | | | 1.2280 | | |

transaction.

| Great British pound | | | 2 | | | | | | 40 | | |

We use the Black-Scholes option pricing model to determine the estimated fair value for certain awards.

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.

2020

On February 3, 2020, we completed the sale of the Company's Voice and Audio Solutions (VAS) assets, pursuant to the definitive agreement dated August 16, 2019 and which was previously classified as held for sale, with Shenzhen Goodix Technology Co., Ltd. ("Goodix") from China, for a net cash amount of $161 million inclusive of final working capital adjustments.

This resulted in a gain of $110 million recorded in Other income (expense) on the Consolidated Statements of Operations.

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

For the period ending December 31, 2020, the amount includes an impairment relative to IPR&D acquired as part of the acquisition of Freescale for an amount of $36 million.

| Total interest expense, net | | | (366) | | | | | | (365) | | | | | | (349) | | |

| Miscellaneous financing income (expense) and other, net | | | (33) | | | | | | (21) | | | | | | 8 | | |

| | | | 98 | | | | | | 112 | | |

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

| 1) Previously named “Wise Road Industry Investment Fund I, L.P.” | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

In the fourth quarter of 2020, we recognized $38 million of employee severance costs in our restructuring liabilities, related to specific targeted actions.

The total restructuring liability as of December 31, 2021 of $37 million is classified in the Consolidated Balance Sheets under current liabilities ($25 million) and non-current liabilities ($12 million).

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

| Sale of non-deductible goodwill | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10 | | | | | | 1,000.0 | | |

The difference of $23 million in the withholding tax benefit in 2020 as compared with the tax benefit in 2021 is mainly due to changes in the applicable deferred tax liability rate regarding future remittances of the earnings of foreign subsidiaries and due to changes in considering more undistributed earnings as indefinitely reinvested.

- The tax effect of the non-deductible goodwill of $10 million is linked to the divestiture of the VAS business in 2020.

The impact of this tax holiday

| Identified intangible assets, net | | | — | | | | | | (20) | | |

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] based on the criteria established in “*Internal Control* - *Integrated Framework (2013)*” by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

[removed: During the fourth quarter of 2022, we completed our testing of the operating effectiveness of the implemented controls and based] [added: Based] on that assessment our management concluded [removed: the material weakness has been remediated and] [added: that] our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The Company’s independent registered public accounting firm, Ernst & Young Accountants LLP, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] which appears in Part II, Item 8 of this Form 10-K.

[removed: There] [added: Because of these and other inherent limitations of control systems, there] can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

[removed: Except for the changes in connection with our implementation of the remediation plan discussed above, as of December 31, 2022, there] [added: There] were no [removed: other] changes in the Company's internal control over financial reporting during the three and twelve month periods ended December 31, [removed: 2022,] [added: 2023,] 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.

Control systems can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

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.

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

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

–Expanding controls and/or applying other appropriate procedures to address the design and operation of ITGCs on systems supporting our financial processes.

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

–Developing a training program addressing ITGCs and policies, including educating control owners concerning the principles and requirements of each control, with a focus on those related to user access and change-management over IT systems impacting financial reporting.

–Developing and maintaining policy documentation underlying ITGCs to promote knowledge transfer upon personnel and function changes.

–Developing enhanced risk assessment and control identification procedures.

–Implementing an IT management review and testing plan to monitor ITGCs with a specific focus on systems supporting our financial reporting processes.

–Enhanced quarterly reporting on the remediation measures to the Audit Committee of the Board of Directors.

Inherent Limitations on Effectiveness of Controls

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

During the fourth quarter ended December 31, 2023, no directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Not applicable.

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: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2022] [added: 2023] in connection with the solicitation of proxies for the Company’s [removed: 2023] [added: 2024] annual meeting of shareholders, and is incorporated herein by reference.

The [added: information under the] captions [removed: entitled] “Executive Compensation” and “How Our Directors Are Compensated” in our [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2022,] [added: 2023,] are incorporated herein by reference.

The [added: information under the] captions [removed: entitled] “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2022,] [added: 2023,] are incorporated herein by reference.

| 4.1 | | | | | | [Description of the Company’s [removed: securities](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit41-descriptionofn.htm) [(incorporated] [added: securities (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) | | |

| 4.8 | | | | | | [Base [removed: 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] [added: Indenture, dated May] 16, [removed: 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] [added: 2022, among NXP B.V., NXP Funding, LLC, NXP USA, Inc., NXP Semiconductors N.V. and Deutsche] Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form [removed: 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] [added: 8-K of NXP] Semiconductors N.V. filed on May 16, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm) | | |

| 4.9 | | | | | | [First Supplemental [removed: 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] [added: Indenture, dated as] of May 16, [removed: 2022,](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) [among] [added: 2022, among] NXP B.V., [removed: 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] [added: NXP Funding, LLC, NXP USA, Inc., NXP Semiconductors N.V. and Deutsche] Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V. filed on May 16, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm) | | |

| [removed: 10.10+] [added: 10.16+] | | | | | | [Employment [removed: Letter between NXP USA, Inc. and Peter Kelly] [added: Agreement] dated August [removed: 17, 2018 and Employment Agreement] [added: 25, 2021] between NXP [removed: Semiconductors N.V.] [added: USA, Inc.] and [removed: Mr. P Kelly effective June 19, 2012] [added: Jennifer Wuamett] (incorporated by reference to Exhibit [removed: 10.12] [added: 10.1] to the [removed: Company's Annual] [added: Company’s Current] Report on Form [removed: 10-K] [added: 8-K] of NXP Semiconductors N.V., filed on [removed: February 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1012.htm)] [added: August 26, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000077/jenniferwuamettemploymenta.htm)] | | |

| [removed: 10.11+] [added: 10.10+] | | | | | | [Summary of MT Change of Control Severance Arrangement (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K of NXP Semiconductors N.V., filed on February 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1015.htm) | | |

| [removed: 10.12] [added: 10.21] | | | | | | [removed: [Guaranty,] [added: [Amended and Restated Guaranty Agreement,] dated as of [removed: June 11, 2019, made by] [added: August 26, 2022, among] NXP Semiconductors [removed: N.V. and] [added: N.V.,] NXP USA, Inc. and Barclays Bank PLC, as [removed: Administrative Agent] [added: administrative agent] (incorporated by reference to Exhibit [removed: 3 of] [added: 10.2 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-ex3_85.htm)] [added: August 29, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522231906/d398328dex102.htm)] | | |

| [removed: 10.13+] [added: 10.11+] | | | | | | [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: 10.14+] [added: 10.12+] | | | | | | [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: 10.15+] [added: 10.13+] | | | | | | [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: 10.16+] [added: 10.19+] | | | | | | [Employment Agreement dated [removed: March 18, 2013] [added: May 10, 2021] between NXP [removed: Semiconductors N.V.] [added: USA, Inc.] and [removed: Steve Owen] [added: Andy Micallef] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors [removed: N.V.,] [added: N.V.] filed on [removed: April 28, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000026/a105exhibitmtcontractste.htm)] [added: May 3, 2022](http://www.sec.gov/Archives/edgar/data/1413447/000141344722000014/amicallefemplagrm.htm)] | | |

| [removed: 10.17+] [added: 10.14+] | | | | | | [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: 10.18+] [added: 10.15+] | | | | | | [Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K of NXP Semiconductors N.V., filed on February 25, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit1026formofpsuawar.htm) | | |

| [removed: 10.19+] [added: 10.17+] | | | | | | [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](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 [added: Exhibit 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)] | | |

| [removed: 10.20+] [added: 10.23+] | | | | | | [Employment Agreement dated [removed: October 12, 2021] [added: July 31, 2020] between NXP USA, Inc. and [removed: Bill Betz] [added: Christopher Jensen] (incorporated by reference [removed: 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 [added: Exhibit 10.1 to] the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] of NXP [removed: Semiconductors N.V.,] [added: Semiconductors, N.V.] filed on [removed: October 12, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000082/executiveemploymentagreeme.htm)] [added: May](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000020/cjensenemplagrm.htm) [2](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000020/cjensenemplagrm.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000020/cjensenemplagrm.htm)] | | |

| [removed: 10.21+] [added: 10.18+] | | | | | | [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 N.V., filed on November 2, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000094/exhibit103formpsuaward.htm) | | |

| 10.22+ | | | | | | [removed: [Employment] [added: [Form of Performance Restricted Stock Unit Award] Agreement [removed: dated May 10, 2021 between NXP USA, Inc. and Andy Micallef] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V. filed on [removed: 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)] [added: November 1, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000141344722000067/exhibit103formofpsuaward.htm)] | | |

| [removed: 10.24] [added: 10.20] | | | | | | [Amended and Restated Revolving Credit Agreement, dated as of August 26, 2022, among NXP B.V., NXP Funding LLC, the several lenders from time to time parties thereto, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 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/d398328dex101.htm) | | |

| 21.1* | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/a211listofsubsidiaries.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/a211listofsubsidiaries.htm)] | | |

| 22.1* | | | | | | [Subsidiary Guarantors and Issuers of Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/a221nxp-guarantorlist.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/a221nxp-guarantorlist.htm)] | | |

| 23.1* | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/a231consent.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/exhibit231.htm)] | | |

| 31.1* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/exhibit311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/exhibit311.htm)] | | |

| 31.2* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/exhibit312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/exhibit312.htm)] | | |

| 32.1* | | | | | | [Section 1350 Certifications of Chief Executive Officer and Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000006/exhibit321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/exhibit321.htm)] | | |

| 101 | | | | | | The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022 ,] [added: 2023,] 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 | | |

| 97.1* | | | | | | [Clawback Policy effective as of May 24, 2023](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/a971clawbackpolicy.htm) | | |

| | | | | | | | | |

| 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) | | |

| 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 N.V. filed on November 1, 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000141344722000067/exhibit103formofpsuaward.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: March 1, 2023.][added: February 22, 2024.]

| Non-executive Director [removed: and Chair of the Board] | | | | | | Non-executive Director [added: and Chair of the Board] | | |

| [removed: /s/ANTHONY FOXX] [added: /s/ANNETTE CLAYTON] | | | | | | [removed: /s/CHUNYUAN GU] [added: /s/ANTHONY FOXX] | | |

| [removed: Anthony Foxx] [added: Annette Clayton] | | | | | | [removed: Chunyuan Gu] [added: Anthony Foxx] | | |

| Date: February 22, 2024 | | | | | | | | |

| /s/MOSHE GAVRIELOV | | | | | | /s/CHUNYUAN GU | | |

| Moshe Gavrielov | | | | | | Chunyuan Gu | | |

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

| /s/SIR PETER BONFIELD | | | | | | /s/ANNETTE CLAYTON | | |

| Sir Peter Bonfield | | | | | | Annette Clayton | | |