NXP Semiconductors (NXPI) 10-K risk factor changes: FY2024 vs FY2023

[removed: In the event of a future decline in global] economic conditions, our business, financial condition and results of operations could be materially adversely affected, and the resulting economic decline might disproportionately affect the markets in which we participate, further exacerbating a decline in our results of operations.

[removed: 2] [added: 1] 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.

Meeting evolving industry requirements, including the increasing use of AI and machine learning [removed: technologies,] [added: technologies (including the need to run complex AI-based applications on devices),] 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.

Such risks may include (i) adverse impacts from deficient, inaccurate, or biased AI recommendations, (ii) AI technologies the company develops and adopts may [added: not meet market requirements or] 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.

The vast majority of our revenue is derived from sales to manufacturers in the automotive, industrial & IoT, mobile, and communication [removed: infrastructure.][added: infrastructure end markets.]

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

The instability [added: and any resulting sanctions, export controls or other penalties,] may have a negative effect on our business, financial condition and operations via our customers and global supply chain and volatility in energy prices and the financial [removed: markets;][added: markets or negatively impact demand for our products;]

- geopolitical tension and disputes, as well as, resulting adverse changes in government policies, especially those affecting global trade and [removed: investment.][added: investment, including the imposition of new or increased tariffs.]

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

The comparatively long period between the time at which we commence development of a product and the time at which it may be delivered to a customer [removed: leads to high inventory and work-in-progress levels.]

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

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

[removed: As the availability of government funding is outside our control,] we [removed: cannot guarantee that we] will continue to benefit from government support or that sufficient alternative funding will be available if we lose such support.

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

For example, import and export regulations, such as the U.S. Export Administration Regulations administered by the U.S. Department of [removed: Commerce,] [added: Commerce and sanctions imposed by the European Union (EU) and other jurisdictions,] are complex, change frequently, have generally become more stringent over time and have intensified in recent years.

Our results of operations could be negatively impacted if we are required to suspend activities with certain customers or suppliers due to the current and future changes in [removed: regulations.][added: regulations, including as a result of executive orders or policy changes pursued by the new U.S. administration.]

[removed: In] [added: For example, in] 2020, due to regulations imposed by the U.S. government, we ceased shipments of our products to Huawei pending approval of export licenses.

In addition, governments are increasingly imposing restrictions on [removed: foreign investment] [added: cross-border investments] in semiconductor businesses and technology, such as the Dutch foreign investment control [removed: regime,] [added: regime and U.S. outbound investment rules,] that may limit our ability to execute strategic acquisitions, investments and alliances, any of which could have a material adverse effect on our business.

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

[added: 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.

Further, our proprietary technology, designs and processes and other intellectual property may be vulnerable to disclosure or misappropriation by employees, contractors and other [removed: persons.]

As a result, it may be difficult for investors to effect service of process within the United States upon us or such other [removed: persons residing outside the United States, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action.]

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 [added: 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: 2023,] [added: 2024,] we had outstanding indebtedness with an aggregate principal amount of [removed: $11,250] [added: $10,920] million.

- exposing us to the risk of increased interest rates in the event we have borrowings under our $2,500 million revolving credit facility agreement (the “RCF Agreement”) because loans under the RCF Agreement [added: may] bear interest at a variable rate;

The market price for our common stock has varied between a high of [removed: $238.27] [added: $296.08] on [removed: December 15, 2023] [added: July 17, 2024] and a low of [removed: $153.10] [added: $204.72] on [removed: January 5, 2023] [added: December 20, 2024] in the twelve-month period ending on [removed: December 31, 2023.]

As of December 31, [removed: 2023,] [added: 2024,] we had recognized a net accrued benefit liability of [removed: $392] [added: $360] million, representing the unfunded benefit obligations of our defined pension plans.

In the event of a future decline in global

leads to high inventory and work-in-progress levels.

Such difficulties may include rationing, or other forced disruption of utility supplies such as electricity, gas

As the availability of government funding is outside our control, we cannot guarantee that

We may engage in acquisitions and other strategic transactions or make investments, or be unable to consummate planned strategic acquisitions, which could adversely affect our results of operations.

We engage in acquisitions and other strategic transactions, including joint ventures, and make investments, which we believe are important to the future of our business.

We routinely acquire businesses and other assets, including patents, technology and other intangible assets, enter into joint ventures or other strategic transactions, and purchase minority equity interests in or make loans to companies.

Achieving the anticipated benefits of business acquisitions depends in part upon our ability to integrate the businesses in an efficient and effective manner and achieve anticipated synergies, and we may not be successful in these efforts.

Such integration is complex and time consuming and involves significant challenges, including, among others: retaining key employees; integration of new employees, technology, products, operations, sales and distribution channels, business models, facilities and business systems; retaining customers and suppliers of the businesses; consolidating research and development operations; and consolidating corporate and administrative infrastructures.

If we do not achieve the anticipated benefits of business acquisitions or other strategic activities, or if we are unable to consummate acquisitions or strategic investments that we consider important to the future of our business, our business and results of operations may be adversely affected and our growth strategy may not be successful.

We rely on joint ventures to meet our current and future manufacturing requirements.

However, we often do not control these partnerships and joint ventures, and actions taken by any of our partners or the termination of these joint ventures could adversely affect our business.

As part of our hybrid manufacturing strategy, we have entered into a number of long-term strategic partnerships with other leading industry participants, and may do so again in the future.

For example, we currently participate in a joint venture with Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) called Systems on Silicon Manufacturing Company Pte.

Ltd. (“SSMC”) and have recently formed a joint venture with Vanguard International Semiconductor Corporation called VisionPower Semiconductor Manufacturing Company Pte.

Ltd. (“VSMC”), and a joint venture with TSMC, Robert Bosch Gmbh and Infineon Technologies AG called European Semiconductor Manufacturing Company (“ESMC”) to create capability for our future manufacturing requirements.

If any of our strategic partners in alliances we currently engage with or may engage with in the future were to encounter financial difficulties or change their business strategies, they may no longer be able or willing to participate in these groups or alliances, which could have a material adverse effect on our business, financial condition and results of operations.

Under the terms of current or future alliances, we may have certain obligations, including funding obligations or take or pay obligations.

If we do not achieve the anticipated benefits of these joint ventures, or if newly established joint ventures are not able to begin production in the expected timing or achieve expected efficiency and quality, our business and results of operations may be adversely affected.

For example, as AI continues to evolve, cyber attackers could also use AI to develop malicious code and increasingly sophisticated phishing attempts.

persons.

persons residing outside the United States, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action.

December 31, 2024.

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

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

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

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

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

representatives could have a material impact on our financial results.

vulnerabilities of our products before mitigations are available.

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

We cannot assure you that we have been or

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.

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.

This section of this Form 10-K generally [removed: discusses] [added: discusses* 2024 *and*] 2023 [removed: and 2022 items] [added: *items] and year-to-year comparisons [removed: between 2023 and 2022.][added: between* 2024 *and* 2023*.]

Discussions [removed: of 2021 items] [added: of* 2022 *items] and year-to-year comparisons [removed: between] [added: between* 2023 *and*] 2022 [removed: and 2021 that] [added: *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 [removed: ended] [added: ended*] December 31, [removed: 2022 as] [added: 2023 *as] filed with the SEC on [removed: March 1, 2023.*][added: February 22, 2024.*]

- *Use of Certain Non-GAAP Financial Measures* \- A discussion of the [added: presentation of] non-GAAP [added: financial] measures [removed: used]

Revenue for the [removed: year-ended] [added: year] ended December 31, [removed: 2023] [added: 2024] was [removed: $13,276] [added: $12,614] million compared to [removed: $13,205] [added: $13,276] million for the [removed: year-ended] [added: year ended] December 31, [removed: 2022, an increase] [added: 2023, a decrease] of [removed: $71] [added: $662] million or [removed: 0.5%] [added: 5.0%] year-on-year.

We continue to generate strong operating cash flows, with [removed: $3,513] [added: $2,782] million in cash flows from operations for [removed: 2023.][added: 2024.]

We returned [removed: $2,059] [added: $2,411] million to our shareholders during the year in dividends and repurchases of common stock.

Our cash [removed: and short-term deposit] position at the end of [removed: 2023] [added: 2024] was [removed: $4,271] [added: $3,292] million.

Revenue for the three months ended December 31, [removed: 2023] [added: 2024] was [removed: $3,422] [added: $3,111] million compared to [removed: $3,434] [added: $3,250] million for the three months ended [removed: October 1, 2023,] [added: September 29, 2024,] a decrease of [removed: $12] [added: $139] million or [removed: 0.3%] [added: 4.3%] quarter-on-quarter.

When aggregating all end markets together and reviewing sales channel performance, [removed: revenues] [added: revenue] through NXP’s third party distribution partners was [removed: $2,078] [added: $1,763] million, [removed: an increase] [added: a decrease] of [removed: $131] [added: $134] million or [removed: 6.7%] [added: 7.1%] compared to the previous period.

[removed: Revenues] [added: Revenue] through NXP’s third party direct OEM and EMS customers was [removed: $1,310] [added: $1,321] million, [removed: a decline of $153 million or 10.5% versus] [added: consistent with] the previous period.

From a geographic perspective, revenue increased [removed: across] [added: in] the [added: Asia Pacific and] China [added: regions, partly offset by declines in the EMEA] and the Americas regions.

The gross profit percentage for the fourth quarter of [removed: 2023] [added: 2024] decreased to [removed: 56.6%] [added: 53.9%] from [removed: 57.2%] [added: 57.4%] in the third quarter of [removed: 2023,] [added: 2024,] primarily due to [added: an impairment of capital assets and] higher restructuring costs for specific targeted actions under [added: the] new global restructuring programs in the fourth quarter of [removed: 2023.][added: 2024.]

Operating cash flows for the three months ended December 31, [removed: 2023] [added: 2024] was [removed: $1,137] [added: $391] million compared to [removed: $988] [added: $779] million for the three months ended [removed: October 1, 2023, an increase] [added: September 29, 2024, a decrease] of [removed: $149] [added: $388] million or [removed: 15.1%] [added: 50.2%] quarter-on-quarter.

[added: From an end market perspective,] NXP experienced growth in its [removed: Automotive] [added: Mobile] end [removed: market of $94 million or 5.2%] [added: market, which was offset by declines in the Communication Infrastructure & Other, Automotive] and Industrial [added: &] IoT end [removed: market of $57 million or 9.4%] [added: markets] versus the year ago period.

When aggregating all end markets [removed: together,] and reviewing sales channel performance, [added: revenue through] NXP’s third party distribution partners was [removed: $2,078] [added: $7,203] million, [added: consistent with the year ago period with] an increase of [removed: $202] [added: $8] million or [removed: 10.8% versus the year ago period.][added: 0.1%.]

[removed: Business transacted] [added: Revenue] through direct OEM and EMS customers was [removed: $1,310] [added: $5,291] million, a decrease of [removed: $87] [added: $672] million or [removed: 6.2%] [added: 11.3%] versus the year ago period.

The following table presents the composition of operating income for the years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022.][added: 2023.]

| ($ in millions, unless otherwise stated) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | [added: 12,614 | | | | | | | | | | | |] 13,276 | | | | | | [removed: 13,205] | | |

| % nominal growth | | | [added: (5.0) | | | | | | | | | | | |] 0.5 | | | | | | [removed: 19.4] | | |

| Gross profit | | | [added: 7,119 | | | | | | | | | | | |] 7,553 | | | | | | [removed: 7,517] | | |

| Research and development | | | [removed: (2,418)] [added: 2,347] | | | | | | [removed: (2,148)] [added: $] | [added: 2,418] | | [added: | | | (2.9) | | % |]

| Selling, general and administrative [removed: (SG&A)] | | | [removed: (1,159)] [added: 1,164] | | | | | | [removed: (1,066)] [added: $] | [added: 1,159] | | [added: | | | 0.4 | | % |]

| Amortization of acquisition-related intangible assets | | | [removed: (300)] [added: 136] | | | | | | [removed: (509)] [added: 300] | | | [added: | | | (54.7) | | % |]

| Other income [added: (expense)] | | | [added: (55) | | | | | | 0.4 | | % | | | |] (15) | | | | | | [removed: 3] [added: 0.1] | | [added: %] |

| Operating income | | | [removed: 3,661 | | | | | | 3,797] [added: 1,129] | | |

Revenue for the [removed: year-ended] [added: year ended] December 31, [removed: 2023] [added: 2024] was [removed: $13,276] [added: $12,614] million compared to [removed: $13,205] [added: $13,276] million for the [removed: year-ended] [added: year ended] December 31, [removed: 2022, an increase] [added: 2023, a decrease] of [removed: $71] [added: $662] million or [removed: 0.5%] [added: 5.0%] year-on-year.

| ($ in millions, unless otherwise stated) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Increase/(decrease) | | | | | | % | | |

| Communication Infrastructure & Other | | | [removed: 2,114] [added: 1,697] | | | | | | [removed: 2,006] [added: 2,114] | | | | | | [removed: 108] [added: (417)] | | | | | | [removed: 5.4] [added: (19.7)] | | % |

| APAC, excluding China | | | [removed: 3,741] [added: 3,541] | | | | | | [removed: 4,165] [added: 3,741] | | | | | | [removed: (424)] [added: (200)] | | | | | | [removed: (10.2)] [added: (5.3)] | | % |

| EMEA (Europe, the Middle East and Africa) | | | [removed: 3,096] [added: 2,719] | | | | | | [removed: 2,582] [added: 3,096] | | | | | | [removed: 514] [added: (377)] | | | | | | [removed: 19.9] [added: (12.2)] | | % |

[removed: ][added: ]

[removed: From an end market perspective,] NXP experienced [removed: growth] [added: declines] in [removed: its Automotive and] [added: the Industrial & IoT end market of $47 million or 8.3%,] Communication Infrastructure & Other end [removed: markets which were offset by declines in the Industrial IoT] [added: market of $42 million or 9.3%, Automotive end market of $39 million or 2.1%,] and [removed: the] Mobile end [removed: markets versus the year ago period.][added: market of $11 million or 2.7%.]

Revenue in the [removed: Automotive] [added: Mobile] end market was [removed: $7,484] [added: $1,497] million, an increase of [removed: $605] [added: $170] million or [removed: 8.8%] [added: 12.8%] versus the year ago [removed: period.][added: period, with mobile wallet products contributing to the growth.]

[removed: Within] [added: Revenue in] the Automotive end market [removed: our processor, advanced analog] [added: was $7,151 million, a decrease of $333 million or 4.4% versus the year ago period, with processor] and connectivity products [removed: contributed] [added: contributing] to the [removed: growth,] [added: decline partly offset] with [removed: offsets] [added: growth] in [removed: our] [added: advanced analog and] ADAS – Safety products.

Revenue in the Communication Infrastructure & Other end market was [removed: $2,114] [added: $1,697] million, [removed: an increase] [added: a decrease] of [removed: $108] [added: $417] million or [removed: 5.4%] [added: 19.7%] versus the year ago [removed: period.][added: period, with the entire product portfolio contributing the decline.]

From a geographic perspective, revenue increased in the [removed: EMEA and Americas regions] [added: China region] and declined in the [removed: China] [added: EMEA, Americas,] and Asia Pacific regions versus the year ago period.

Operating expenses for the [removed: year-ended] [added: year ended] December 31, [removed: 2023] [added: 2024] totaled [removed: $3,877] [added: $3,647] million, or [removed: 29.2%] [added: 28.9%] of revenue, compared to [removed: $3,723] [added: $3,877] million, or [removed: 28.2%] [added: 29.2%] of revenue, for the [removed: year-ended] [added: year ended] December 31, [removed: 2022.][added: 2023.]

| ($ in millions, unless otherwise stated) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | % change | | |

| Research and development | | | [removed: 2,418] [added: (2,347)] | | | | | | [removed: $] [added: 18.6] | [removed: 2,148] | [added: %] | | | | [removed: 12.6] [added: (2,418)] | | [added: | | | | 18.2 | |] % |

Year in Focus

*•*Revenue was $12.6 billion, down 5.0% year-on-year;

- GAAP gross margin was 56.4%, and GAAP operating margin was 27.1%;

- Non-GAAP gross margin was 58.1%, and non-GAAP operating margin was 34.6%;

- Cash flow from operations was $2,782 million, with net capital expenditures on property, plant and equipment of $693 million, resulting in non-GAAP free cash flow of $2,089 million; and

- During 2024, NXP returned capital to shareholders with the payment of $1,038 million in cash dividends and the repurchase of $1,373 million of its common shares, for a total capital return of $2,411 million.

On January 9, 2024, NXP acquired shares in the newly founded European Semiconductor Manufacturing Company GmbH (ESMC), which will build and operate a new 300mm semiconductor wafer manufacturing facility in Dresden, Germany.

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

NXP will invest approximately $550 million (€500 million) for our equity position, of which $80 million has been invested in the year ended December 31, 2024.

On September 4, 2024, NXP acquired shares in the newly founded VisionPower Semiconductor Manufacturing Company Pte.

Ltd. (VSMC), which will build and operate a new 300mm semiconductor wafer manufacturing facility in Singapore.

VSMC is 60% owned by Vanguard International Semiconductor Corporation and 40% owned by NXP.

NXP will invest $1,600 million for our equity position, of which $140 million has been invested in the year ended December 31, 2024.

NXP has committed to contribute an additional $1,200 million to support the long-term capacity infrastructure that is expected to be paid through 2026, of which $275 million has been contributed in the year ended December 31, 2024.

On December 17, 2024, NXP entered into a definitive agreement to acquire Aviva Links for $242.5 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

On January 7, 2025, NXP entered into a definitive agreement to acquire TTTech Auto for $625 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2025 with a possibility for an accelerated closing timeline.

On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.


Our gross profit percentage for 2024 of 56.4% decreased when compared to 2023 (56.9%), reflecting a lower decline of cost of revenue compared with the decreased revenue.

Quarter in Focus

- Revenue for the fourth quarter of 2024 was $3.1 billion, down 9.1% year-on-year;

- GAAP gross margin was 53.9%, and GAAP operating margin was 21.7%;

- Non-GAAP gross margin was 57.5%, and non-GAAP operating margin was 34.2%;

- Cash flow from operations was $391 million, with net capital expenditures on property, plant and equipment of $99 million, resulting in non-GAAP free cash flow of $292 million;

- During the fourth quarter of 2024, NXP returned capital to shareholders with the payment of $258 million in cash dividends and the repurchase of $455 million of its common shares, for a total capital return of $713 million.



Sequential Results

*Q4 2024 compared to Q3 2024*

| ($ in millions, unless otherwise stated) | | | 2024 | | | | | | % of Revenue | | | | | | 2023 | | | | | | % of Revenue | | |

| Gross margin | | | 56.4 | | % | | | | | | | | | | 56.9 | | % | | | | | | |

| Operating income (loss) | | | 3,417 | | | | | | 27.1 | | % | | | | 3,661 | | | | | | 27.6 | | % |

| Financial income (expense) | | | (318) | | | | | | 2.5 | | % | | | | (309) | | | | | | 2.3 | | % |

| Benefit (provision) for income taxes | | | (545) | | | | | | 4.3 | | % | | | | (523) | | | | | | 3.9 | | % |

| Results relating to equity-accounted investees | | | (12) | | | | | | 0.1 | | % | | | | (7) | | | | | | 0.1 | | % |

| Net income (loss) | | | 2,542 | | | | | | 20.2 | | % | | | | 2,822 | | | | | | 21.3 | | % |

| Less: Net income (loss) attributable to non-controlling interests | | | 32 | | | | | | 0.3 | | % | | | | 25 | | | | | | 0.2 | | % |

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*

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%.

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

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.

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.

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.

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 | | % |

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

| OEM/EMS | | | 5,963 | | | | | | 5,775 | | | | | | 188 | | | | | | 3.3 | | % |

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

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

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

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

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

| n | | | Automotive | | | n | | | Mobile | | | | | | n | | | Distributors | | | n | | | Other | | |

| n | | | Industrial & IoT | | | n | | | Comm Infra & Other | | | | | | n | | | OEM/EMS | | | | | | | | |

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

The higher average selling prices at 8.1% of revenues or the year-ended December 31, 2023, were a result of increased inflationary input costs from NXP suppliers which were passed along to end customers.

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.

Revenue in the Industrial & IoT end market was $2,351 million, a decrease of $362 million or 13.3% versus the year ago period.

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

Revenue in the Mobile end market was $1,327 million, a decrease of $280 million or 17.4% versus the year ago period.

Within the Mobile end market revenue our advanced analog and mobile wallet products caused the decline.

Within the Communication Infrastructure & Other end market our secure cards and processors products contributed to the growth, with offsets in our RF power and connectivity products.

When aggregating all end markets together, and reviewing sales channel performance, revenues through NXP’s third party distribution partners was $7,195 million, a decrease of 0.9% versus the year ago period.

Revenues through direct OEM and EMS customers was $5,963 million, an increase of 3.3% versus the year ago period.

[removed: We are exposed to counterparty] credit risk in the event of non-performance by counterparties to our derivative agreements.

The Company measures all derivative financial instruments based on fair values derived from market [added: 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: 2023] [added: 2024] our net asset related to foreign currency forward contracts designated as hedges of foreign currency risk on certain operating expenditure transactions was $3 million.

We are exposed to counterparty

prices of the instruments or from option pricing models, as appropriate and record these as assets or liabilities in the balance sheet.

For the year ended December 31, [removed: 2023,] [added: 2024,] we generated revenue of [removed: $13,276] [added: $12,614] million, compared to [removed: $13,205] [added: $13,276] million for the year ended December 31, [removed: 2022.][added: 2023.]

The semiconductor market totaled [removed: $527] [added: $627.6] billion in [removed: 2023.][added: 2024.]

NXP has one reportable segment representing the entity as a whole, which reflects the way in which our chief operating decision [removed: maker] [added: maker, Kurt Sievers,] executes operating decisions, allocates resources, and manages the growth and profitability of the Company.

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

The Industrial & IoT market is highly fragmented with a diverse collection of products and applications such as factory automation, [removed: smart home, smart] [added: home and building automation,] appliances, home entertainment, [removed: smart retail,] power and energy and [removed: medical electronics.][added: healthcare solutions.]

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

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

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

Finally, with the growing number of connected [removed: devices,] [added: devices and increasing data generation,] latency, privacy and bandwidth have become critical limiting [removed: factors and Edge computing solves this by bringing the intelligence closer to the source.][added: factors.]

The Communication Infrastructure & Other end market is a combination of three different application markets, namely [added: secure edge identification,] 5G [removed: networks,] [added: radio power and] digital network [removed: communications and secure edge identification] [added: communication] solutions.

[removed: Finally, in] [added: In] secure edge identification solutions, NXP has extensive experience providing customers with solutions for applications demanding the highest security and reliability (ePassports, eID credentials, transportation & payment [removed: cards and RFID solutions).][added: cards.]

Our S32x Automotive Processing Platform offers scalability across products and multiple application domains with S32K MCU’s based on Arm Cortex-M cores [removed: with] [added: up to the] Automotive Safety Integrity Level (ASIL-D) capabilities.

Application [removed: processors] [added: processors, also known as SoCs,] consist of a computing core with [removed: embedded] [added: external] memory and special-purpose hardware [added: accelerators] and software for secure [removed: multimedia] applications [added: that support standard application operating systems] such as [added: Linux, and are targeted at specific applications, such as multimedia to run] graphics and [removed: video.][added: video, system networking management, or specialized processing.]

Our products focus on consumer devices, industrial applications and automotive applications, like driver information systems, ADAS and vehicle [removed: networking that require processing and multimedia capabilities.][added: networking.]

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 [added: provide full systems solutions across a wide range of operating systems and applications.]

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

We have a very broad portfolio of Analog and Interface products that are used in many markets, particularly automotive, [removed: industrial/IoT] [added: industrial & IoT] and mobile.

In [removed: Industrial/IoT] [added: Industrial & IoT] and mobile, we are a major supplier in interface, power and high-performance analog products.

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

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

The following table shows selected key information with respect to our major [added: operating] front-end and back-end facilities:

[removed: As] [added: In recent years, as] a [removed: result,] [added: result of constraints in the semiconductor supply chains,] there has been a tendency towards longer term supply contracts with suppliers in exchange for capacity.

[removed: Production] [added: Initial production] at ESMC is currently targeted to begin [removed: by the end of] [added: in] 2027.

We market our products and solutions worldwide to a variety of OEMs, [removed: contract manufacturers] [added: Electronic Manufacturing Service customers (EMSs)] and [removed: distributors.][added: Distributors.]

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

Our sales and marketing strategy focuses on key defined verticals in Automotive, Industrial & IoT, Communication Infrastructure, and Mobile deepening our relationship with our top OEMs and [removed: electronic manufacturing service customers,] [added: EMSs,] 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, [added: Harman Auto,] Hyundai, LGE Automotive, [removed: Samsung, Visteon,] [added: Samsung] and [removed: Vitesco.][added: Visteon.]

We also have a strong position with our distribution partners, including our [removed: three largest,] [added: five largest in alphabetical order,] Arrow, [removed: Avnet and] [added: Avnet, Nexty,] WT [removed: Micro.][added: Micro and World Peace.]

Our revenue is primarily the sum of our direct sales to [removed: OEMs] [added: OEMs, EMSs] plus our distributors’ resale of NXP products.

Avnet accounted for [removed: 21%] [added: 22%] of our revenue in [removed: 2023] [added: 2024] and [removed: 20%] [added: 21%] in [removed: 2022.][added: 2023.]

No OEM for which we had direct sales to accounted for more than 10% of our revenue in [removed: 2023] [added: 2024] or [removed: 2022.][added: 2023.]

During [removed: the fourth quarter of 2023,] [added: 2023 and 2024,] the Company was granted IPCEI ME/CT government assistance in multiple EU member states.

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

We have a broad portfolio of approximately [removed: 9,500] [added: 9,600] patent families (each patent family includes all patents and patent applications originating from the same invention).

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 [added: technical]

[removed: technical] information, software and other technology owned by third parties.

The names, ages and positions as of February [removed: 22, 2024,] [added: 20, 2025,] of our executive officers, including our [removed: chief executive officer,] [added: Chief Executive Officer,] Mr. Sievers, are as follows:

| Kurt Sievers | | | | | | [removed: 54] [added: 55] | | | | | | Executive director, president and chief executive officer | | |

| Bill Betz | | | | | | [removed: 46] [added: 47] | | | | | | Executive vice president and chief financial officer | | |

| Christopher Jensen | | | | | | [removed: 54] [added: 55] | | | | | | Executive vice president and chief [removed: human resources] [added: people] officer | | |

Business Combinations

On December 17, 2024, NXP entered into a definitive agreement to acquire Aviva Links for $242.5 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

On January 7, 2025, NXP entered into a definitive agreement to acquire TTTech Auto for $625 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2025 with a possibility for an accelerated closing timeline.

On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

| Core | | | Auto MCU (non-S32) In-vehicle infotainment (IVI) In-vehicle networking (IVN) Advanced Analog Secure Car Access | | | Processors Analog & Security Connectivity | | | Secure Mobile payment & Access Solutions Custom Analog Interfaces | | | Secure Card Solutions Legacy Networking Processors RF Power Amplifiers | | |

| Accelerated Growth | | | SDV Radar Systems Electrification Connectivity | | | Intelligent Edge Systems | | | | | | | | |

Intelligent edge solutions solve this by bringing the intelligence closer to the source.

Edge systems reduce the tendency on the cloud, lowering power consumption, strengthening data protection.

They are, most of the time, autonomous and real-time.

They handle data and do decisions locally.

NXP's scalable low power solutions across the entire embedded processing spectrum are ideally suited here.

Included as well is the growing RFID market that uses wireless technology for identification and tracking of objects.

Most countries in the world have migrated their wireless infrastructure to 5G network technology.

This application market provides base station radio units with power amplifiers for improved signal throughput and efficiency.

Finally, the increasing number of connected devices exchanging more data in the cloud and on the device edge, combined with demand for improved digital communication drives demand in the network communications market.

In Automotive, our S32x Automotive Processing Platform offers scalability across products and multiple application domains based

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

NXP also has equity investments in the following joint venture manufacturing companies:

- European Semiconductor Manufacturing Company (ESMC) GmbH will build and operate a new 300mm semiconductor wafer manufacturing facility in Dresden, Germany.

NXP is entitled to 10% of the fab facility capacity.

- VisionPower Semiconductor Manufacturing Company Pte.

Ltd. (VSMC) will build and operate a new 300mm semiconductor wafer manufacturing facility in Singapore.

VSMC is 60% owned by Vanguard International Semiconductor Corporation and 40% owned by NXP.

NXP is entitled to 40% of the fab facility capacity.

Initial production at VSMC is currently targeted to begin in 2027.

Globally, we implement policies and programs designed to attract, engage and retain top talent.

NXP's values are the cornerstone of how we operate, develop our teams, and foster innovation.

Built on trust and respect, these principles guide every aspect of our talent strategy.

To assess and improve engagement, we consistently invite team members to share their feedback through the Winning Culture Survey, which covers various factors such as engagement and ethics.

In our 2024 survey, 87% of our indirect-labor team members participated.

During calendar year 2024, our voluntary attrition rate was 5.5%.

Inclusion

At NXP, inclusion is integral to who we are.

We value the unique talents, experiences, and perspectives that each team member brings to the workplace.

NXP values team member engagement in driving inclusion through our Employee Resource Groups (ERGs).

Membership is open to all team members, and each ERG has defined missions and executive oversight.

NXP’s dedication to new-in-career and internship programs plays a vital role in cultivating the next generation of talent.

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

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

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

| Key Growth Drivers | | | Radar systems 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 | | |

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

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

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

Security and tamper-detection capabilities are also becoming essential features of these Industrial & IoT solutions.

The transition to 5G and the cloudification of the network present a significant opportunity for NXP.

More base stations are needed and massive MIMO radio technology - which provides better throughput and better spectrum efficiency - is greatly expanding the number of antennas and power amplifiers needed.

Small cells are also deployed to improve coverage and capacity of wireless networks.

In power amplification, as more bandwidth and higher frequencies are needed, we observe an increasing adoption of GaN technology because of its higher power output and efficiency.

Workplaces are evolving from offices to homes, and consumers and enterprises need to adapt to changing working conditions, leading to increasing demand for better digital communication capabilities and digital content.

This creates strong growth in the network communications market.

Meanwhile, billions of connected devices exchange more and more data, leading to strong demand for device edge and cloud processing solutions.

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

Advanced SiGe

| Austin (Oak Hill), United States | | | | | | 100 | | % | | | | 8” | | | | | | 0.25-1.50 | | | | | | CMOS, Sensors, RF, Power MOSFET | | |

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

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

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

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

They speak about how we operate, engage with and develop our team members, and push the boundaries of creativity and innovation.

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

We hold ourselves accountable to our values by ensuring they are reflected in all of our talent programs, including talent acquisition, enabling performance, rewards and recognition, communications, development, assessment and succession.

To assess and improve engagement, NXP regularly conducts our global Winning Culture Survey, which is administered by a third party to ensure confidentiality.

NXP is committed to actively listening to team members and solicits feedback on a variety of factors, including engagement, strategy, culture, leadership, innovation, growth, continuous improvement, collaboration, ownership, work environment, ethics, sustainability and diversity, equality and inclusion.

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

During calendar year 2023, our voluntary attrition rate was 4.1% for IDL, 10.4% for our DL population and 6.5% of the total population, a year over year reduction.

Diversity, Equality and Inclusion

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

We recognize the value of the unique talents, experiences, backgrounds, cultures and ideas of our diverse team members.

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

NXP Employee Resource Groups (ERGs) help foster NXP’s innovation and growth culture by promoting an inclusive work environment and bring unique perspectives and skills to help those in our communities.

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

To support our diversity, equality and inclusion approach and demonstrate our commitment to transparency and accountability, we have established the aspirational 2025 diversity, equality and inclusion goals listed below to improve gender representation globally and minority race and ethnicity representation in the United States.

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.

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

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

| 2025 Diversity, Equality, & Inclusion Goals | | | | | | | | | | | | | | |

The information set forth under the [removed: “Litigation”] [added: “Legal Proceedings”] and “Environmental Remediation” captions of Note 15 to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

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: June 30, 2023] [added: July 1, 2024] as reported on the Nasdaq Global Select Market, was [removed: $52.9] [added: $67.7] billion.

As of February [removed: 16, 2024,] [added: 14, 2025,] the Registrant had [removed: 256,459,260] [added: 253,620,117] outstanding ordinary shares, excluding shares held in treasury.

Portions of the Registrant’s definitive proxy statement relating to its [removed: 2024] [added: 2025] Annual General Meeting of shareholders (the [removed: “2024] [added: “2025] Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

The [removed: 2024] [added: 2025] 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](#if7bf87a3bf324dd29fc6718960c991e0_10)] [added: Statements](#ib9f13af64520436d9d009d2d6888e2b3_10)] | | | [removed: [1](#if7bf87a3bf324dd29fc6718960c991e0_10)] [added: [1](#ib9f13af64520436d9d009d2d6888e2b3_10)] | | |

| [Item 1. [removed: Business](#if7bf87a3bf324dd29fc6718960c991e0_16)] [added: Business](#ib9f13af64520436d9d009d2d6888e2b3_16)] | | | [removed: [3](#if7bf87a3bf324dd29fc6718960c991e0_16)] [added: [3](#ib9f13af64520436d9d009d2d6888e2b3_16)] | | |

| [Item 1A. Risk [removed: Factors](#if7bf87a3bf324dd29fc6718960c991e0_22)] [added: Factors](#ib9f13af64520436d9d009d2d6888e2b3_22)] | | | [removed: [16](#if7bf87a3bf324dd29fc6718960c991e0_22)] [added: [15](#ib9f13af64520436d9d009d2d6888e2b3_22)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#if7bf87a3bf324dd29fc6718960c991e0_25)] [added: Comments](#ib9f13af64520436d9d009d2d6888e2b3_25)] | | | [removed: [30](#if7bf87a3bf324dd29fc6718960c991e0_25)] [added: [29](#ib9f13af64520436d9d009d2d6888e2b3_25)] | | |

| [Item 1C. [removed: Cybersecurity](#if7bf87a3bf324dd29fc6718960c991e0_28)] [added: Cybersecurity](#ib9f13af64520436d9d009d2d6888e2b3_28)] | | | [removed: [30](#if7bf87a3bf324dd29fc6718960c991e0_28)] [added: [29](#ib9f13af64520436d9d009d2d6888e2b3_28)] | | |

| [Item 2. [removed: Proper](#if7bf87a3bf324dd29fc6718960c991e0_31)[ties](#if7bf87a3bf324dd29fc6718960c991e0_31)] [added: Proper](#ib9f13af64520436d9d009d2d6888e2b3_31)[ties](#ib9f13af64520436d9d009d2d6888e2b3_31)] | | | [removed: [31](#if7bf87a3bf324dd29fc6718960c991e0_31)] [added: [30](#ib9f13af64520436d9d009d2d6888e2b3_31)] | | |

| [Item 3. Legal [removed: Proceedings](#if7bf87a3bf324dd29fc6718960c991e0_34)] [added: Proceedings](#ib9f13af64520436d9d009d2d6888e2b3_34)] | | | [removed: [31](#if7bf87a3bf324dd29fc6718960c991e0_34)] [added: [31](#ib9f13af64520436d9d009d2d6888e2b3_34)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#if7bf87a3bf324dd29fc6718960c991e0_37)] [added: Disclosures](#ib9f13af64520436d9d009d2d6888e2b3_37)] | | | [removed: [31](#if7bf87a3bf324dd29fc6718960c991e0_37)] [added: [31](#ib9f13af64520436d9d009d2d6888e2b3_37)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if7bf87a3bf324dd29fc6718960c991e0_43)] [added: Securities](#ib9f13af64520436d9d009d2d6888e2b3_43)] | | | [removed: [32](#if7bf87a3bf324dd29fc6718960c991e0_43)] [added: [32](#ib9f13af64520436d9d009d2d6888e2b3_43)] | | |

| [Item [removed: 6.](#if7bf87a3bf324dd29fc6718960c991e0_46) [\[Reserved\]](#if7bf87a3bf324dd29fc6718960c991e0_46)] [added: 6.](#ib9f13af64520436d9d009d2d6888e2b3_46) [\[Reserved\]](#ib9f13af64520436d9d009d2d6888e2b3_46)] | | | [removed: [33](#if7bf87a3bf324dd29fc6718960c991e0_46)] [added: [33](#ib9f13af64520436d9d009d2d6888e2b3_46)] | | |

| [removed: [Item] [added: Item] 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if7bf87a3bf324dd29fc6718960c991e0_49)] [added: Operations] | | | [removed: [33](#if7bf87a3bf324dd29fc6718960c991e0_49)] [added: [33](#ib9f13af64520436d9d009d2d6888e2b3_1674)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#if7bf87a3bf324dd29fc6718960c991e0_82)] [added: Risk](#ib9f13af64520436d9d009d2d6888e2b3_82)] | | | [removed: [51](#if7bf87a3bf324dd29fc6718960c991e0_82)] [added: [51](#ib9f13af64520436d9d009d2d6888e2b3_82)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#if7bf87a3bf324dd29fc6718960c991e0_103)] [added: Data](#ib9f13af64520436d9d009d2d6888e2b3_103)] | | | [removed: [53](#if7bf87a3bf324dd29fc6718960c991e0_85)] [added: [53](#ib9f13af64520436d9d009d2d6888e2b3_85)] | | |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#if7bf87a3bf324dd29fc6718960c991e0_175)] [added: Disclosure](#ib9f13af64520436d9d009d2d6888e2b3_175)] | | | [removed: [103](#if7bf87a3bf324dd29fc6718960c991e0_175)] [added: [102](#ib9f13af64520436d9d009d2d6888e2b3_175)] | | |

| [Item 9A. Controls and [removed: Procedures](#if7bf87a3bf324dd29fc6718960c991e0_178)] [added: Procedures](#ib9f13af64520436d9d009d2d6888e2b3_178)] | | | [removed: [103](#if7bf87a3bf324dd29fc6718960c991e0_178)] [added: [102](#ib9f13af64520436d9d009d2d6888e2b3_178)] | | |

| [Item 9B. Other [removed: Information](#if7bf87a3bf324dd29fc6718960c991e0_181)] [added: Information](#ib9f13af64520436d9d009d2d6888e2b3_181)] | | | [removed: [103](#if7bf87a3bf324dd29fc6718960c991e0_181)] [added: [102](#ib9f13af64520436d9d009d2d6888e2b3_181)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if7bf87a3bf324dd29fc6718960c991e0_184)] [added: Inspections](#ib9f13af64520436d9d009d2d6888e2b3_184)] | | | [removed: [104](#if7bf87a3bf324dd29fc6718960c991e0_184)] [added: [103](#ib9f13af64520436d9d009d2d6888e2b3_184)] | | |

| [PART [removed: III](#if7bf87a3bf324dd29fc6718960c991e0_187)] [added: III](#ib9f13af64520436d9d009d2d6888e2b3_187)] | | | [removed: [105](#if7bf87a3bf324dd29fc6718960c991e0_187)] [added: [104](#ib9f13af64520436d9d009d2d6888e2b3_187)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#if7bf87a3bf324dd29fc6718960c991e0_190)] [added: Governance](#ib9f13af64520436d9d009d2d6888e2b3_190)] | | | [removed: [105](#if7bf87a3bf324dd29fc6718960c991e0_190)] [added: [104](#ib9f13af64520436d9d009d2d6888e2b3_190)] | | |

| [Item 11. Executive [removed: Compensation](#if7bf87a3bf324dd29fc6718960c991e0_193)] [added: Compensation](#ib9f13af64520436d9d009d2d6888e2b3_193)] | | | [removed: [105](#if7bf87a3bf324dd29fc6718960c991e0_193)] [added: [104](#ib9f13af64520436d9d009d2d6888e2b3_193)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if7bf87a3bf324dd29fc6718960c991e0_196)] [added: Matters](#ib9f13af64520436d9d009d2d6888e2b3_196)] | | | [removed: [105](#if7bf87a3bf324dd29fc6718960c991e0_196)] [added: [104](#ib9f13af64520436d9d009d2d6888e2b3_196)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#if7bf87a3bf324dd29fc6718960c991e0_199)] [added: Independence](#ib9f13af64520436d9d009d2d6888e2b3_199)] | | | [removed: [105](#if7bf87a3bf324dd29fc6718960c991e0_199)] [added: [104](#ib9f13af64520436d9d009d2d6888e2b3_199)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#if7bf87a3bf324dd29fc6718960c991e0_202)] [added: Services](#ib9f13af64520436d9d009d2d6888e2b3_202)] | | | [removed: [105](#if7bf87a3bf324dd29fc6718960c991e0_202)] [added: [104](#ib9f13af64520436d9d009d2d6888e2b3_202)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#if7bf87a3bf324dd29fc6718960c991e0_208)] [added: Schedules](#ib9f13af64520436d9d009d2d6888e2b3_208)] | | | [removed: [106](#if7bf87a3bf324dd29fc6718960c991e0_208)] [added: [105](#ib9f13af64520436d9d009d2d6888e2b3_208)] | | |

| [Item 16. Form 10-K [removed: Summary](#if7bf87a3bf324dd29fc6718960c991e0_211)] [added: Summary](#ib9f13af64520436d9d009d2d6888e2b3_211)] | | | [removed: [108](#if7bf87a3bf324dd29fc6718960c991e0_211)] [added: [107](#ib9f13af64520436d9d009d2d6888e2b3_211)] | | |

This Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] (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.

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

- the impact of government actions and regulations, including [added: as a result of executive orders, including] restrictions on the export of [removed: US-regulated] products and technology;

- our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before maturity to meet our debt service, research and development and capital investment requirements; [added: and]

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

If any one or more of these assumptions turn out to be [added: incorrect, actual market]

[removed: incorrect, actual market] results may differ from those predicted.

Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we [removed: distribute] [added: file] this [removed: document,] [added: document with the U.S. Securities and Exchange Commission,] whether to reflect any future events or circumstances or otherwise.

| [Part I](#ib9f13af64520436d9d009d2d6888e2b3_13) | | | [3](#ib9f13af64520436d9d009d2d6888e2b3_13) | | |

| [Part II](#ib9f13af64520436d9d009d2d6888e2b3_40) | | | [32](#ib9f13af64520436d9d009d2d6888e2b3_40) | | |

| [Part IV](#ib9f13af64520436d9d009d2d6888e2b3_205) | | | [105](#ib9f13af64520436d9d009d2d6888e2b3_205) | | |

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

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

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

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

NXP’s [removed: Chief Information Security Officer] [added: CISO has over 20 years of relevant experience managing cybersecurity risks and] is primarily responsible for managing the cybersecurity risks identified in the ERM process.

These activities are covered by our process for cybersecurity risk management under our [removed: ERM.][added: Enterprise Risk Management (“ERM”).]

The SOC reports to the [added: Chief Information Security Officer (CISO), who can in case of an incident establish a] Computer Security Incident Response Team (CSIRT).

On a strategic level, NXP’s information technology risk management program is a component of the ERM process described [removed: above.][added: below.]

NXP is certified and externally audited to ISO 27001 with certain additional certifications such as Common Criteria 6+, PCI DSS and GSMA Security for focused [removed: functions, and we maintain information security risk insurance coverage.][added: functions.]

We regularly deploy simulated attacks and [removed: related trainings.]

Risk Management and Strategy

related trainings.

Where appropriate, we use external service providers to assess, evaluate, test or otherwise assist with aspects of our security controls and processes.

Governance

As of February [removed: 22, 2024,] [added: 20, 2025,] 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.

The Company also owns or leases other properties in multiple countries for use as administrative, [removed: sales or research and development facilities.]

Through investments in VSMC and ESMC, the Company holds capacity rights in external manufacturing facilities, presently under construction.

sales or research and development facilities.

On February [removed: 14, 2024] [added: 12, 2025] there were [removed: 18] [added: 16] shareholders of record and [removed: 884,874] [added: 949,354] beneficial shareholders of our common stock.

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

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

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

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

At December 31, [removed: 2023,] [added: 2024,] there was approximately [removed: $1,536] [added: $336] million remaining under the 2022 Share Repurchase [added: Program and another $2 billion under the 2024 Share Repurchase] Program.

The following table provides a summary of share repurchase activity during the three months ended December 31, [removed: 2023:][added: 2024:]

The following graph shows a comparison, since December 31, [removed: 2018] [added: 2019] 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: 2018] [added: 2019] in our common stock and each of the indices.

[removed: ][added: ]

| | | | 2024 | | | | | | 2023 | | |

In August 2024, the Board approved the repurchase of shares up to a maximum of $2 billion (the "2024 Share Repurchase Program") in addition to the 2022 Share Repurchase Program.

| September 30, 2024 – November 3, 2024 | | | | | | 874,964 | | | | | | $236.87 | | | | | | 494,314 | | | | | | 10,557,891 | | | | | | 380,650 | | |

| November 4, 2024 – December 1, 2024 | | | | | | 675,877 | | | | | | $228.50 | | | | | | 395,752 | | | | | | 10,592,322 | | | | | | 280,125 | | |

| December 2, 2024 – December 31, 2024 | | | | | | 425,589 | | | | | | $218.84 | | | | | | 425,697 | | | | | | 11,240,803 | | | | | | (108) | | |

| Total | | | | | | 1,976,430 | | | | | | | | | | | | 1,315,763 | | | | | | | | | | | | 660,667 | | |

| | | | 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 | | |

| Report of independent registered public accounting firm | | | | | | [removed: [54](#if7bf87a3bf324dd29fc6718960c991e0_88)] [added: [54](#ib9f13af64520436d9d009d2d6888e2b3_88)] | | |

| \- [removed: Ernst & Young] [added: EY] Accountants [removed: LLP;] [added: B.V.;] Eindhoven, the Netherlands; PCAOB ID: | | | 1396 | | | | | |

| Consolidated Statements of Operations | | | | | | [removed: [58](#if7bf87a3bf324dd29fc6718960c991e0_91)] [added: [58](#ib9f13af64520436d9d009d2d6888e2b3_91)] | | |

| Consolidated Statements of Comprehensive Income | | | | | | [removed: [59](#if7bf87a3bf324dd29fc6718960c991e0_94)] [added: [59](#ib9f13af64520436d9d009d2d6888e2b3_94)] | | |

| Consolidated Balance Sheets | | | | | | [removed: [60](#if7bf87a3bf324dd29fc6718960c991e0_97)] [added: [60](#ib9f13af64520436d9d009d2d6888e2b3_97)] | | |

| Consolidated Statements of Cash Flows | | | | | | [removed: [61](#if7bf87a3bf324dd29fc6718960c991e0_100)] [added: [61](#ib9f13af64520436d9d009d2d6888e2b3_100)] | | |

| Consolidated Statements of Changes in Equity | | | | | | [removed: [63](#if7bf87a3bf324dd29fc6718960c991e0_103)] [added: [63](#ib9f13af64520436d9d009d2d6888e2b3_103)] | | |

| Notes to the Consolidated Financial Statements | | | | | | [removed: [64](#if7bf87a3bf324dd29fc6718960c991e0_106)] [added: [64](#ib9f13af64520436d9d009d2d6888e2b3_106)] | | |

We have audited the accompanying consolidated balance sheets of NXP Semiconductors N.V. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 February [removed: 22, 2024] [added: 20, 2025] expressed an unqualified opinion thereon.

| *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 [removed: rates, as well as a prospective view of products] [added: rates] 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 [removed: management's] [added: 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 [removed: 606 and industry practice.] [added: 606.] To evaluate the significant assumptions used by management, we compared them to the [removed: 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. | | |

[removed: February 22, 2024][added: 2024]

We have audited NXP Semiconductors [removed: N.V.] [added: N.V.’s] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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. [removed: and subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated February [removed: 22, 2023] [added: 20, 2025] expressed an unqualified opinion thereon.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | [removed: 13,276] [added: 12,614] | | | | | | [removed: 13,205] [added: 13,276] | | | | | | [removed: 11,063] [added: 13,205] | | |

| Cost of revenue | | | [removed: (5,723)] [added: (5,495)] | | | | | | [removed: (5,688)] [added: (5,723)] | | | | | | [removed: (4,996)] [added: (5,688)] | | |

| Gross profit | | | [removed: 7,553] [added: 7,119] | | | | | | [removed: 7,517] [added: 7,553] | | | | | | [removed: 6,067] [added: 7,517] | | |

| Research and development | | | [removed: (2,418)] [added: (2,347)] | | | | | | [removed: (2,148)] [added: (2,418)] | | | | | | [removed: (1,936)] [added: (2,148)] | | |

| Selling, general and administrative | | | [removed: (1,159)] [added: (1,164)] | | | | | | [removed: (1,066)] [added: (1,159)] | | | | | | [removed: (956)] [added: (1,066)] | | |

| Amortization of acquisition-related intangible assets | | | [removed: (300)] [added: (136)] | | | | | | [removed: (509)] [added: (300)] | | | | | | [removed: (592)] [added: (509)] | | |

| Total operating expenses | | | [removed: (3,877)] [added: (3,647)] | | | | | | [removed: (3,723)] [added: (3,877)] | | | | | | [removed: (3,484)] [added: (3,723)] | | |

| Other income (expense) | | | [removed: (15)] [added: (55)] | | | | | | [removed: 3] [added: (15)] | | | | | | [removed: —] [added: 3] | | |

| Operating income (loss) | | | [removed: 3,661] [added: 3,417] | | | | | | [removed: 3,797] [added: 3,661] | | | | | | [removed: 2,583] [added: 3,797] | | |

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

| Other financial income (expense) | | | [removed: (309)] [added: (318)] | | | | | | [removed: (416)] [added: (309)] | | | | | | [removed: (381)] [added: (416)] | | |

| Income (loss) before income taxes | | | [removed: 3,352] [added: 3,099] | | | | | | [removed: 3,363] [added: 3,352] | | | | | | [removed: 2,180] [added: 3,363] | | |

| Benefit (provision) for income taxes | | | [removed: (523)] [added: (545)] | | | | | | [removed: (529)] [added: (523)] | | | | | | [removed: (272)] [added: (529)] | | |

| Results relating to equity-accounted investees | | | [removed: (7)] [added: (12)] | | | | | | [removed: (1)] [added: (7)] | | | | | | [removed: (2)] [added: (1)] | | |

| Net income (loss) | | | [removed: 2,822] [added: 2,542] | | | | | | [removed: 2,833] [added: 2,822] | | | | | | [removed: 1,906] [added: 2,833] | | |

| Less: Net income (loss) attributable to non-controlling interests | | | [removed: 25] [added: 32] | | | | | | [removed: 46] [added: 25] | | | | | | [removed: 35] [added: 46] | | |

| Net income (loss) attributable to stockholders | | | [removed: 2,797] [added: 2,510] | | | | | | [removed: 2,787] [added: 2,797] | | | | | | [removed: 1,871] [added: 2,787] | | |

| – Basic | | | [removed: 10.83] [added: 9.84] | | | | | | [removed: 10.64] [added: 10.83] | | | | | | [removed: 6.91] [added: 10.64] | | |

| – Diluted | | | [removed: 10.70] [added: 9.73] | | | | | | [removed: 10.55] [added: 10.70] | | | | | | [removed: 6.79] [added: 10.55] | | |

| – Basic | | | [removed: 258,381] [added: 255,208] | | | | | | [removed: 261,879] [added: 258,381] | | | | | | [removed: 270,687] [added: 261,879] | | |

| – Diluted | | | [removed: 261,370] [added: 257,848] | | | | | | [removed: 264,053] [added: 261,370] | | | | | | [removed: 275,646] [added: 264,053] | | |

| Change in fair value cash flow hedges * | | | [removed: 2] [added: (6)] | | | | | | [removed: (1)] [added: 2] | | | | | | [removed: (11)] [added: (1)] | | |

/s/ EY Accountants B.V.

/s/ EY Accountants B.V.

February 20, 2025

| Deferred tax assets | | | 1,251 | | | | | | 992 | | |

| Net income (loss) | | | 2,542 | | | | | | 2,822 | | | | | | 2,833 | | |

| Advance payment from sale of property, plant and equipment | | | 30 | | | | | | — | | | | | | — | | |

| Proceeds of short-term deposits | | | 409 | | | | | | — | | | | | | — | | |

| Balance as of December 31, 2024 | | | | | | 254,324 | | | | | | 56 | | | | | | 14,962 | | | | | | (4,004) | | | | | | (17) | | | | | | (1,814) | | | | | | 9,183 | | | | | | 348 | | | | | | 9,531 | | |

| Year ended December 31, 2024 | | | 1.0404 | | | | | | 1.0811 | | | | | | 1.0551 | | | | | | 1.1144 | | |

*Accounting Standards Adopted in 2024*

We adopted the new standard prospectively for the fiscal year ending December 31, 2024.

In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses.

The standard requires disaggregated disclosure of income statement expenses.

It requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

On December 17, 2024, NXP entered into a definitive agreement to acquire Aviva Links for $242.5 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

On January 7, 2025, NXP entered into a definitive agreement to acquire TTTech Auto for $625 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2025 with a possibility for an accelerated closing timeline.

On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash.

Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.

There were no material acquisitions or divestments during 2024.

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| VisionPower Semiconductor Manufacturing Company Pte. Ltd. (VSMC) | | | | | | 40.00 | | % | | | | 134 | | | | | | | | | | | | | | |

| European Semiconductor Manufacturing Company (ESMC) GmbH 1) | | | | | | 10.00 | | % | | | | 77 | | | | | | | | | | | | | | |

| 1) NXP accounts for its investment in ESMC under the equity method due to our ability to exercise significant influence over ESMC’s operations, primarily through representation on ESMC’s board of directors and other operational arrangements. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | (12) | | | | | | (7) | | | | | | (1) | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 1,434 | | | | | | 1,855 | | |

The restructuring charges for 2024 primarily consist of $146 million for personnel related costs for specific targeted actions to adjust our spending to current business trends, offset by a $22 million release for earlier programs.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Net restructuring charges | | | 125 | | | | | | 98 | | | | | | (7) | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| Pillar 2 income taxes | | | 22 | | | | | | 0.7 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| | | | | | |

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

/s/ Ernst & Young Accountants LLP

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

| Balance as of January 1, 2021 | | | | | | 280,475 | | | | | | 59 | | | | | | 14,133 | | | | | | (1,037) | | | | | | 117 | | | | | | (4,328) | | | | | | 8,944 | | | | | | 207 | | | | | | 9,151 | | |

| Year-ended December 31, 2021 | | | 1.1325 | | | | | | 1.1818 | | | | | | 1.1325 | | | | | | 1.2280 | | |

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.

2021

On July 6, 2021, we acquired Retune DSP for a total consideration of $15.7 million, net of closing adjustments.

(*) For the period ending December 31, 2021, the amount includes an impairment charge as a result of the discontinuation of an IPR&D project for an amount of $36 million.

| | | | (7) | | | | | | (1) | | | | | | (2) | | |

| | | | 1,855 | | | | | | 2,066 | | |

We have reclassified certain amounts related to customer programs previously presented in “Accounts payable” to “Other current liabilities” as of December 31, 2022 to conform to current period presentation as follows:

| | | | 2022 | | |

| Accounts payable: | | | | | |

| As reported | | | 1,617 | | |

| Reclassification - customer programs | | | (432) | | |

| Adjusted | | | 1,185 | | |

| As reported | | | 1,634 | | |

| Reclassification - customer programs | | | 432 | | |

| Adjusted | | | 2,066 | | |

For 2022, the foreign tax and Netherlands tax incentives were higher than 2021 by $147 million, mainly due to the fact that NXP benefited from higher qualifying income and also taking into account the effect of specific U.S. tax law that became effective as from 2022.

- The movement in the valuation allowance was mostly due to new Dutch corporate income tax law applicable as from 2019.

A portion of the interest expenses is non-deductible in the year it is recorded but can be carried forward without expiration.

The release of the valuation allowance in 2021 is due to higher qualifying income compared to 2020 and 2019.

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

GILTI is recognized as a current period expense when incurred.

| Total Deferred Tax Liabilities | | | (208) | | | | | | (205) | | |

| | | | 948 | | | | | | 671 | | |

to a $16 million expense (2022: $1 million expense; 2021: $5 million expense).

| | | | 894 | | | | | | 960 | | |

| | | | 2,134 | | | | | | 1,782 | | |

| | | | | | | | | | 8,983 | | | | | | 8,319 | | |

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on the criteria established in “*Internal Control* - *Integrated Framework (2013)*” by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that assessment our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The Company’s independent registered public accounting firm, [removed: Ernst & Young] [added: EY] Accountants [removed: LLP,] [added: B.V.,] has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] which appears in Part II, Item 8 of this Form 10-K.

There were no changes in the Company's internal control over financial reporting during the three and twelve month periods ended December 31, [removed: 2023,] [added: 2024,] 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.

During the fourth quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

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: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2023] [added: 2024] in connection with the solicitation of proxies for the Company’s [removed: 2024] [added: 2025] annual meeting of shareholders, and is incorporated herein by reference.

The information under the captions “Executive Compensation” and “How Our Directors Are Compensated” in our [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2023,] [added: 2024,] are incorporated herein by reference.

The information under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2023,] [added: 2024,] 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: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2023,] [added: 2024,] 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: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days after December 31, [removed: 2023,] [added: 2024,] are incorporated herein by reference.

| 3.1 | | | | | | [Articles of Association of NXP Semiconductors N.V. dated June 9, 2020 (incorporated by reference to Exhibit 3.1 to the Company's quarterly report on Form 10-Q of NXP Semiconductors N.V., filed on July 28, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000141344720000056/a2020-2q10xqexhibit31.htm)] | | |

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

| 4.2 | | | | | | [Senior Indenture dated as of May 23, 2016, between NXP B.V. and NXP Funding LLC as Issuers, each of the guarantors party thereto and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to Exhibit 2 of the Form 6-K of NXP Semiconductors N.V. filed on August 2, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/1413447/000119312516667602/d233873dex2.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/1413447/000119312516667602/d233873dex2.htm)] | | |

| 4.3 | | | | | | [Senior Indenture dated as of December 6, 2018, among NXP B.V., NXP Funding LLC, each of the guarantors party thereto and Deutsche Bank Trust Company Americas as trustee (incorporated by reference to Exhibit 4.13 of the Form 20-F of NXP Semiconductors N.V. filed on March 1, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019005657/nxpi-ex413_219.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1413447/000156459019005657/nxpi-ex413_219.htm)] | | |

| 4.4 | | | | | | [Senior Indenture dated as of June 18, 2019, among NXP B.V., NXP Funding LLC, NXP USA, Inc. as Issuers, NXP Semiconductors N.V. as Guarantor and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to Exhibit 4 of the Form 6-K of NXP Semiconductors N.V. filed on July 30, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex4_103.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1413447/000156459019026717/nxpi-ex4_103.htm)] | | |

| 4.5 | | | | | | [Senior Indenture, dated as of May 1, 2020, among NXP B.V., NXP Funding LLC, NXP USA, Inc. as Issuers, NXP Semiconductors N.V. as Guarantor and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on May 1, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex41.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000119312520130950/d880294dex41.htm)] | | |

| 4.6 | | | | | | [Senior Indenture, dated as of May 11, 2021, among the Issuers, the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on May 11, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/0001413447/000119312521157596/d59898dex41.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/0001413447/000119312521157596/d59898dex41.htm)] | | |

| 4.7 | | | | | | [Senior Indenture, dated as of November 30, 2021, among the Issuers, the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on November 30, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/0001413447/000119312521343743/d114195dex41.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/0001413447/000119312521343743/d114195dex41.htm)] | | |

| 4.8 | | | | | | [Base Indenture, dated May 16, 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 8-K of NXP Semiconductors N.V. filed on May 16, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex41.htm)] | | |

| 4.9 | | | | | | [First Supplemental Indenture, dated as of May 16, 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 4.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V. filed on May 16, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522151965/d353201dex42.htm)] | | |

| 10.1 | | | | | | [Intellectual Property Transfer and License Agreement dated as of September 28, 2006 between Koninklijke Philips Electronics N.V. and NXP B.V. (incorporated by reference to Exhibit 10.1 of the Amendment No. 3 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 30, 2010 (File No. [removed: 333-166128))](http://www.sec.gov/Archives/edgar/data/1413447/000119312510151243/dex101.htm)] [added: 333-166128))](https://www.sec.gov/Archives/edgar/data/1413447/000119312510151243/dex101.htm)] | | |

| 10.2 | | | | | | [Intellectual Property Transfer and License Agreement dated as of November 16, 2009 among NXP B.V., Virage Logic Corporation and VL C.V. (incorporated by reference to Exhibit 10.2 of the Amendment No. 3 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 30, 2010 (File No. [removed: 333-166128))](http://www.sec.gov/Archives/edgar/data/1413447/000119312510151243/dex102.htm)] [added: 333-166128))](https://www.sec.gov/Archives/edgar/data/1413447/000119312510151243/dex102.htm)] | | |

| 10.3 | | | | | | [Shareholders’ agreement dated as of March 30, 1999, as amended among EBD Investments Pte. Ltd., Koninklijke Philips Electronics N.V. and Taiwan Semiconductor Manufacturing Company Ltd. (incorporated by reference to Exhibit 10.4 of the Amendment No. 3 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 30, 2010 (File No. [removed: 333-166128))](http://www.sec.gov/Archives/edgar/data/1413447/000119312510151243/dex104.htm)] [added: 333-166128))](https://www.sec.gov/Archives/edgar/data/1413447/000119312510151243/dex104.htm)] | | |

| 10.4 | | | | | | [Lease Agreement dated as of December 23, 2004 between Jurong Town Corporation and Systems on Silicon Manufacturing Company Pte. Ltd. for the property at No. 70 Pasir Ris Drive 1, Singapore (incorporated by reference to Exhibit 10.8 of the Amendment No. 2 to the Registration Statement on Form F-1 of NXP Semiconductors N.V. filed on June 10, 2010 (File No. [removed: 333-166128))](http://www.sec.gov/Archives/edgar/data/1413447/000119312510137232/dex108.htm)] [added: 333-166128))](https://www.sec.gov/Archives/edgar/data/1413447/000119312510137232/dex108.htm)] | | |

| 10.5+ | | | | | | [Long Term Incentive Plan 2015/6 Terms and Conditions with regard to the Stock Option Plan, the Performance Stock Unit Plan and the Restricted Stock Unit Plan (incorporated by reference to Exhibit 10.22 of the Form 20-F of NXP Semiconductors N.V. filed on February 26, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/1413447/000119312516481954/d18493dex1022.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/1413447/000119312516481954/d18493dex1022.htm)] | | |

| 10.6+ | | | | | | [NXP Semiconductors N.V. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 of the Form S-8 of NXP Semiconductors N.V. filed on September 10, 2019 (File No. [removed: 333-233694))](http://www.sec.gov/Archives/edgar/data/1413447/000119312519241983/d797966dex43.htm)] [added: 333-233694))](https://www.sec.gov/Archives/edgar/data/1413447/000119312519241983/d797966dex43.htm)] | | |

| 10.7+ | | | | | | [Form of Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 of the Form 10-Q of NXP Semiconductors N.V. filed on October 29, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000141344719000035/q32019exhibit101.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/1413447/000141344719000035/q32019exhibit101.htm)] | | |

| [removed: 10.8+] [added: 10.12+] | | | | | | [Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit [removed: 10.2 of] [added: 10.1 to] the [added: Company’s Quarterly Report on] Form 10-Q of NXP Semiconductors [removed: N.V.] [added: N.V.,] filed on October [removed: 29, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000141344719000035/q32019exhibit102.htm)] [added: 27, 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000141344720000084/formofrsuawardagreement-.htm)] | | |

| [removed: 10.9+] [added: 10.18+] | | | | | | [Form of Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 [removed: of] [added: to] the [added: Company’s Quarterly Report on] Form 10-Q of NXP Semiconductors N.V. filed on [removed: October 29, 2019)](http://www.sec.gov/Archives/edgar/data/1413447/000141344719000035/q32019exhibit103.htm)] [added: November 1, 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000067/exhibit103formofpsuaward.htm)] | | |

| [removed: 10.10+] [added: 10.8+] | | | | | | [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, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1015.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000141344720000009/exhibit1015.htm)] | | |

| [removed: 10.11+] [added: 10.9+] | | | | | | [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, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_1.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_1.htm)] | | |

| [removed: 10.12+] [added: 10.10+] | | | | | | [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, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_2.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000141344720000016/fy2020q18kexhibit10_2.htm)] | | |

| [removed: 10.13+] [added: 10.11+] | | | | | | [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, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000026/a104exhibit104kurtsiever.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/1413447/000141344720000026/a104exhibit104kurtsiever.htm)] | | |

| [removed: 10.14+] [added: 10.20+] | | | | | | [Form of [added: Performance] Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q of NXP [removed: Semiconductors] [added: Semiconductors,] N.V., filed on [removed: October 27, 2020)](http://www.sec.gov/Archives/edgar/data/1413447/000141344720000084/formofrsuawardagreement-.htm)] [added: November 5, 2024)](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000089/exhibit101formpsuaagreem.htm)] | | |

| 10.15+ | | | | | | [removed: [Form of Performance Restricted Stock Unit Award] [added: [Employment] Agreement [added: dated May 10, 2021 between NXP USA, Inc. and Andy Micallef] (incorporated by reference to Exhibit [removed: 10.25] [added: 10.1] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] of NXP Semiconductors [removed: N.V.,] [added: N.V.] filed on [removed: February 25, 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000011/exhibit1026formofpsuawar.htm)] [added: May 3, 2022](https://www.sec.gov/Archives/edgar/data/1413447/000141344722000014/amicallefemplagrm.htm)] | | |

| [removed: 10.16+] [added: 10.13+] | | | | | | [Employment Agreement dated August 25, 2021 between NXP USA, Inc. and Jennifer Wuamett (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 26, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000077/jenniferwuamettemploymenta.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000077/jenniferwuamettemploymenta.htm)] | | |

| [removed: 10.17+] [added: 10.14+] | | | | | | [Employment Agreement dated October 12, 2021 between NXP USA, Inc. and Bill Betz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K of NXP Semiconductors N.V., filed on October 12, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/1413447/000141344721000082/executiveemploymentagreeme.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/1413447/000141344721000082/executiveemploymentagreeme.htm)] | | |

| 10.19+ | | | | | | [Employment Agreement dated [removed: May 10, 2021] [added: July 31, 2020] between NXP USA, Inc. and [removed: Andy Micallef] [added: Christopher Jensen] (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q of NXP [removed: Semiconductors] [added: Semiconductors,] N.V. filed on May [removed: 3, 2022](http://www.sec.gov/Archives/edgar/data/1413447/000141344722000014/amicallefemplagrm.htm)] [added: 2, 2023)](https://www.sec.gov/Archives/edgar/data/1413447/000141344723000020/cjensenemplagrm.htm)] | | |

| [removed: 10.20] [added: 10.16] | | | | | | [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, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522231906/d398328dex101.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522231906/d398328dex101.htm)] | | |

| [removed: 10.21] [added: 10.17] | | | | | | [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, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1413447/000119312522231906/d398328dex102.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1413447/000119312522231906/d398328dex102.htm)] | | |

| [removed: 10.23+] [added: 10.21] | | | | | | [removed: [Employment Agreement] [added: [€640.0 Million Facility A Agreement,] dated [removed: July 31, 2020] [added: as of November 22, 2024,] between NXP [removed: USA, Inc.] [added: B.V.] and [removed: Christopher Jensen] [added: European Investment Bank] (incorporated by reference to Exhibit 10.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] of NXP Semiconductors, N.V. filed on [removed: 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)] [added: November 22, 2024)](https://www.sec.gov/Archives/edgar/data/1413447/000119312524263876/d904631dex101.htm)] | | |

| 21.1* | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/a211listofsubsidiaries.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a211listofsubsidiaries20.htm)] | | |

| 22.1* | | | | | | [Subsidiary Guarantors and Issuers of Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/a221nxp-guarantorlist.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a221nxp-guarantorlist202.htm)] | | |

| 23.1* | | | | | | [Consent [removed: of Ernst & Young LLP](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/exhibit231.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a231consentforincorporat.htm) [EY Accountants B.V.](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a231consentforincorporat.htm)] | | |

| 31.1* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/exhibit311.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/exhibit311.htm)] | | |

| 31.2* | | | | | | [Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/exhibit312.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/exhibit312.htm)] | | |

| 32.1* | | | | | | [Section 1350 Certifications of Chief Executive Officer and Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/exhibit321.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/exhibit321.htm)] | | |

| [removed: 97.1*] [added: 19.1*] | | | | | | [removed: [Clawback] [added: [Insider Trading] Policy effective as of [removed: May 24, 2023](https://www.sec.gov/Archives/edgar/data/1413447/000141344724000013/a971clawbackpolicy.htm)] [added: March 1, 2023](https://www.sec.gov/Archives/edgar/data/1413447/000141344725000019/a191nxpinsidertradingpol.htm)] | | |

| 101 | | | | | | The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive Income; (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Equity; and (vi) Notes to the Consolidated Financial Statements | | |

| 10.22 | | | | | | [Guaranty, dated as of November 22, 2024, among NXP Semiconductors N.V., NXP Funding LLC and NXP USA, Inc., as guarantors, and European Investment Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K of NXP Semiconductors, N.V. filed on November 22, 2024)](https://www.sec.gov/Archives/edgar/data/1413447/000119312524263876/d904631dex102.htm) | | |

| 10.23 | | | | | | [Form of Commercial Paper Dealer Agreement among NXP B.V., NXP Funding LLC and NXP USA, Inc., as issuers, NXP Semiconductors N.V., as parent guarantor, and the applicable Dealer party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K of NXP Semiconductors, N.V. filed on November 22, 2024)](https://www.sec.gov/Archives/edgar/data/1413447/000119312524263876/d904631dex103.htm) | | |

| 97.1 | | | | | | Clawback Policy effective as of May 24, 2023 (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K of NXP Semiconductors N.V. filed on February 22, 2024) | | |

| | | | | | | | | |

| 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+ | | | | | | [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) | | |

| Date: February [removed: 22, 2024] [added: 20, 2025] | | | | | | | | |

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 February [removed: 22, 2024.][added: 20, 2025.]