¹ Adjusted for the disposal of Standard Products

² Based on FY2017 results adjusted for the disposal of Standard Products

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Company should grow faster than peers4 at 5.3% CAGR (1.5 percentage points ahead of the median for NXP’s peers5);

-	Elliott believes, based on its own in depth analysis, that even the consensus growth expectations are conservative, a view reinforced by NXP’s track record of consensus beats in 2017;

-	Strong top-line growth, operating leverage and synergy capture (for which Elliott believes NXP has exceeded its own targets) have driven impressive margin expansion with 2017 Q4 operating margin approximately 775 bps up from the first quarter of Freescale integration6; and

-	As a result of strong top-line growth and margin expansion, Elliott believes NXP should see strong EPS growth in the medium-term. Even based on consensus numbers (which NXP exceeded repeatedly in 2017), NXP’s medium-term EPS is forecast to be higher than the median for its peers.

 

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 Elliott reaffirms its views on NXP’s fair value based on strong 2017 Q4 results  February 16, 2018 

 Disclaimer  2  This document has been issued by Elliott Advisors (UK) Limited (“EAUK”) which is authorised and regulated in the United Kingdom by the Financial Conduct Authority. This document and the information contained within it is an information resource for shareholders in NXP Semiconductors N.V (“NXP”). No information within this document is intended to promote, and should not be construed as promoting, any funds advised directly or indirectly by EAUK nor does it constitute a financial promotion, investment advice or an inducement or an incitement to participate in any product, offering or investment and should not be construed as such. The views expressed in this document represent the opinions, interpretations and estimates of EAUK and are based on publicly available information and on proprietary and non-public research and analysis of publicly available information provided by a third party independent consulting firm. Certain financial information and data used herein have been derived or obtained from public filings, including filings made with the Securities and Exchange Commission or other regulatory body, and other sources. No agreement, commitment or understanding exists or shall be deemed to exist between or among EAUK and any third party by virtue of furnishing this document. EAUK has not sought or obtained consent from any third party to use any statements or information which are described as having been obtained or derived from statements made or published by third parties and this document is not a complete summary of such statements or information. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed in this document. All amounts, market value information and estimates included in this material have been obtained from outside sources that EAUK believes to be reliable or represent the best judgment of EAUK as of the date this document was first published or as otherwise indicated. Such information may change after the date of this document was first published. Any information in relation to the past performance of NXP or QUALCOMM Incorporated (“Qualcomm”) cannot be relied upon as a guide to future performance. Shareholders are advised to read the full solicitation/recommendation statement filed by EAUK and certain of its affiliates on Schedule 14D-9 and other important documents with respect to the tender offer referred to in this document under NXP's filings on www.sec.gov.This document and the information contained within it is for discussion and general informational purposes only, and does not constitute (a) an offer to buy or sell, or a solicitation of an offer to buy or sell, any security or other financial instrument, (b) a “financial promotion” for the purposes of the Financial Services and Markets Act 2000, (c) “investment research” as defined by the FCA handbook, or (d) an “investment recommendation” as defined by regulation (EU) no 596/2014. No information contained herein should be construed as recommending or suggesting an investment strategy. 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As a result of its arrangements with the Elliott Funds, EAUK has a financial interest in the profitability of the Elliott Funds’ positions in NXP. Accordingly, this document should not be viewed as impartial (and has not been prepared in accordance with legal requirements to promote the independence of investment research) and EAUK may have conflicts of interest. EAUK, its affiliates, officers and employees make no representations or warranties, express or implied, regarding the accuracy, reliability, completeness, suitability or other characteristics of the information contained in this document. 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 3  Source: Company filings, FactSet as of 13th February 2018Notes:1. Q1 16 – Q1 17 consensus and actual revenue adjusted for the Standard Products divestiture; In Q1 17 consensus assumed to have originally included US$118m of Standard Products revenue2. Consensus year-on-year revenue growth calculated as consensus revenue over actual revenue in the prior year's quarter   NXP year-on-year revenue growth¹  Over the last year, NXP has recorded four consecutive quarters of consensus-beating top-line growth   4.6ppBEAT  5.8ppBEAT  0.4ppBEAT    0.4ppBEAT  “[M]argins trending above our post Freescale merger expectations. We note this is particularly impressive given the long-pending Qualcomm merger and its potential distraction and overhang."Canaccord Genuity, November 2017  “NXPI's Q4 results were very strong, beating consensus and us on revenues, EPS, and gross margins. By business, Automotive, Secure Connected Devices, and Secure Interfaces & Infrastructure all surprised to the upside.”Bernstein, February 2018  Consensus is proving to be increasingly stale 

 4  NXP performance exceeded consensus expectations in H2 2017  "Core NXP"¹ year-on-year revenue growth  Source: Company filingsNotes:1. Automotive and Secure Connected Device segments combined year-on-year revenue growth2. Per "Qualcomm to Acquire NXP" presentation filed by Qualcomm on 27th October 20163. Q1 16 – Q1 17 NXP revenue adjusted for the Standard Products divestiture  “Core NXP”¹ –– the driving rationale behind the Qualcomm offer² –– has been performing even better  3 

 H2 2017 demonstrated NXP's true potential as it markedly outperformed peers   "Core NXP" has been performing even better  5  Source: Company filings, FactSet as of 13th February 2018Notes:1. Based on December year-end2. NXP revenue adjusted for the Standard Products divestiture; ADI revenue adjusted for the LLTC acquisition; MCHP revenue adjusted for the ATML acquisition; ON revenue adjusted for the FCS acquisition;Renesas revenue adjusted for the ISIL acquisition3. ADI Q4 17 revenue (based on December year-end) per consensus due to unavailability of actual data  Year-on-year revenue growth¹,²  %  %  Peers Median = 10.5%  3.0pp better     

 6  We think consensus underestimates NXP’s growth potential as evidenced by the last full year of consensus beats   Even based on consensus, NXP’s revenue growth is expected to continue to outperform peers going forward   Revenue CAGR 2018E-2020E1   Source: Bloomberg as of 13th February 2018Notes:1. Based on December year-end2. CY 2018E – CY 2019E growth due to unavailability of CY 2020E forecasts  “We raise our 2018 revenue estimates from $9,626M to $9,872M, and 2019 from $10,142M, to $10,436M. We introduce our 2020 estimate at $11,081M.”Bernstein, February 2018  “NXP’s 4Q results were better due to higher revenues and slightly better GM than we were modeling for. Strength was pretty broad based and across segments. Our estimates are going up due to higher revenues and slightly higher margins” BMO, February 2018  Peers Median = 3.8%  1.5pp better  2  2 

 Strong top-line growth, operating leverage and synergy capture have driven impressive margin expansion  7  HPMS division¹ non-GAAP gross margin  HPMS division¹ non-GAAP operating margin  Source: Company filingsNotes:1. High Performance Mixed Signal division  ~270bps of non-GAAP gross margin expansionfrom the first quarter of the Freescale consolidation  ~775bps of non-GAAP operating margin expansion from the first quarter of the Freescale consolidation  We think NXP has outperformed its Freescale synergies target of US$500m 

 As a result of strong top-line growth and margin expansion, consensus expects NXP to outperform peer EPS growth in the medium-term  8  EPS CAGR 2018E-2020E1  Source: Bloomberg as of 13th February 2018Notes:1. Based on December year-end2. CY 2018E – CY 2019E growth due to unavailability of CY 2020E forecasts  Peers Median = 9.1%      0.7pp better  2  2 

 Given the track record of consistent outperformance versus expectations, we believe that there is upside to consensus EPS estimates for NXP  9  Source: Company filings, FactSet as of 13th February 2018Notes:1. Q1 16 – Q1 17 consensus and actual EPS adjusted for the Standard Products divestiture, based on reported Standard Products non-GAAP operating income and quarterly consensus tax rate of approximately 3-6%. Assumes Q1 17 consensus originally included US$29m of Standard Products non-GAAP operating income2. Consensus year-on-year EPS growth calculated as consensus EPS over actual EPS in the prior year's quarter   NXP year-on-year EPS growth¹  %  NXP EPS underperformance / outperformance vs. consensus  %  BEAT  8.1ppBEAT  2.4ppBEAT  11.2ppBEAT  8.8ppBEAT  NXP is delivering significant EPS growth even without the ability to do buybacks  “Our new 2019 EPS estimate is $8.21; if we assume that NXPI on a stand-alone basis would have continued repurchasing shares, that number might be into the low to mid $9's, and it does not appear challenging to justify higher deal pricing (…)”Bernstein, February 2018  “Due to higher revenues and a slightly better GM, we are raising our CY18 and CY19 EPS estimates to $7.28/$7.93 from $6.97/$7.66.”BMO, February 2018 

 10      Peers median  NXP vs. Peers                  Revenue CAGR 2018E-2020E1  5.3%  3.8%  +1.5pp  3.8%  8.1%  3.2%2  3.7%2  2.6%  6.4%  3.4%  3.9%  Gross margin 2018E1  54.3%  51.0%  +3.3pp  71.1%  38.3%  67.1%  61.8%  38.0%  22.9%  40.3%  65.0%  EBITDA margin 2018E1  35.9%  34.6%  +1.3pp  47.0%  27.5%  41.7%  43.0%  23.8%  26.0%  23.2%  46.9%  EPS CAGR 2018E-2020E1  9.8%  9.1%  +0.7pp  8.2%  10.5%  7.7%2  7.6%2  12.3%  29.8%  5.0%  9.9%  Price/Earnings2018E1  15.8x  18.2x  -2.4x  16.3x  22.5x  21.2x  14.2x  12.6x  22.5x  17.0x  19.5x      We believe NXP is one of the most attractive semi names and deserves to trade in-line with peers  Source: Bloomberg as of 13th February 2017Notes:1. Based on December year-end2. CY 2018E – CY 2019E growth due to unavailability of CY 2020E forecasts    “We believe there is a disconnect between NXPI’s price appreciation and the overall semiconductor multiple expansion. Typically this could be explained by poor performance, yet in NXPI’s case we see the opposite, as revenue grew 4-6%, net debt was reduced by 52%, and auto/industrial accounted for 55% of sales.…Our sensitivity analysis reveals value in the $130-$150 range: By simply applying a peer multiple on P/E on CY19 Non-GAAP EPS, we could see value of $143- $150 on the high end and $130 as a base case target.” Needham, February 2018