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United States securities and exchange commission logo
November 8, 2023
William J. Betz
Chief Financial Officer
NXP Semiconductors N.V.
60 High Tech Campus
Eindhoven, Netherlands 5656 AG
Re: NXP Semiconductors
N.V.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Form 8-K Filed July
25, 2023
File No. 001-34841
Dear William J. Betz:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 33
1. Where you describe two
or more business reasons that contributed to a material change in
a financial statement
line item between periods, please quantify, where possible, the extent
to which each change
contributed to the overall change in that line item. As an example,
we note that you
attribute the change in gross profit on page 36 to a number of partially
offsetting factors. See
Item 303(a) of Regulation S-K and SEC Release No. 33-8350.
Form 8-K Filed July 25, 2023
Table 4: Financial Reconciliation of GAAP to non-GAAP Results
(unaudited), page 8
2. Your presentation in
this table gives the appearance of a full non-GAAP income
statement. Please note
that the presentation of a full non-GAAP income statement, or a
presentation that gives
the appearance of one, may place undue prominence on the non-
William J. Betz
NXP Semiconductors N.V.
November 8, 2023
Page 2
GAAP information and give the impression that the non-GAAP income
statement
represents a comprehensive basis of accounting. Confirm to us that you
will not present
full non-GAAP consolidated income statements or their equivalents in
future filings.
Refer to Question 102.10(a) and (c) of the Compliance and Disclosure
Interpretations on
Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Andrew Blume at 202-551-3254 or Kevin Woody at
202-551-3629 with
any questions.
FirstName LastNameWilliam J. Betz Sincerely,
Comapany NameNXP Semiconductors N.V.
Division of
Corporation Finance
November 8, 2023 Page 2 Office of
Manufacturing
FirstName LastName