#1NXP Investor Presentation First Quarter 2020 April 2020 NXP SECURE CONNECTIONS 8 FOR A SMARTER WORLD#21 Forward-Looking Statement This document includes forward-looking statements which include statements regarding NXP's business strategy, financial condition, results of operations, and market data, as well as any other statements which are not historical facts. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties include the following: the duration and spread of the COVID-19 outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume; market demand and semiconductor industry conditions; the ability to successfully introduce new technologies and products; the demand for the goods into which NXP's products are incorporated; trade disputes between the U.S. and China, potential increase of barriers to international trade and resulting disruptions to NXP's established supply chains; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity to meet both NXP's debt service and research and development and capital investment requirements; the ability to accurately estimate demand and match manufacturing production capacity accordingly or obtain supplies from third-party producers; the potential impact of the outbreak of COVID-19 on NXP's business, operations, results of operations, financial condition, workforce or the operations or decisions of customers, suppliers or business customers; the access to production capacity from third-party outsourcing partners and any events that might affect their business or NXP's relationship with them; including the outbreak of COVID-19 or the requirements to suspend activities with customers or suppliers because of changing import and export regulations; the ability to secure adequate and timely supply of equipment and materials from suppliers; the ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; the ability to form strategic partnerships and joint ventures and to successfully cooperate with alliance partners; the ability to win competitive bid selection processes; the ability to develop products for use in customers' equipment and products; the ability to successfully hire and retain key management and senior product engineers; and, the ability to maintain good relationships with NXP's suppliers. In addition, this document contains information concerning the semiconductor industry and NXP's market and business segments generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry and NXP's market and business segments may develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. There can be no assurances that a pandemic, epidemic or outbreak of a contagious diseases, such as COVID-19, will not have a material and adverse impact on our business, operating results and financial condition in the future. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward- looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov. NXP#32 NXP Investment Thesis Market Leader in Growing Markets Focused on Strong Profitable Growth S Shareholder Friendly All Excess Cash Returned to Shareholders NXP#4Secure Connections for the Smarter World... has Evolved Focus Verticals Automotive Industrial & loT Mobile Comm. Infra. 3 La Cloud Infrastructure Machine Learning Authentication Preprocessing Enabling Technologies Home Gateway IoT Edge La Industrial Controller Auto Smart Processing Gateway ➡H City Connectivity Services Data Analytics Smart Home Smart Health Smart Retail Wearables La Security Smart Actuating Buildings Voice Assistant Robotics Media Streaming NXP#5NXP Addresses 4 Major End Markets Automotive ADAS + Electrification System solutions innovation with OEMs Increased content drives growth La 4 Industrial & lot Fragmented customer base Processing needs are transforming markets Scalable solutions as a differentiator Mobile Large mobile and adjacent device market Continued demand for features - innovation Growth driven by increased attach rate Communication Infrastructure & Other Capex-driven wireless infrastructure market Secular growth due to new cellular standard NXP#6Focused Leadership – End Markets NXP 2019 Revenue by End-market Exposure C 47% Automotive NXP 2 Broad end market exposure • · Long product life cycles High barriers to entry • Application expertise Recognized leadership in Automotive MCU and application processors Note: LO 5 1. 2. 13% Mobile 21% Comm. Infra. & Other 18% Industrial & IOT • Mobile transactions RF power solutions Secure identification, mobility, RFID Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures The sum of the percentages shown may not add to 100% due to rounding. NXP#76 Growth Opportunity Driven by Focus End Markets Growth by End Market Note: 1. End Market $10.9B $11.6B Percent 2018 Revenue 2018A-2021E 3-yr. CAGR 5-7% 3-Yr CAGR Automotive 48% Up 7 to 10% $9.4B Industrial & IoT 19% Up 8 to 11% La Mobile 12% Up 4 to 6% Comm. Infra. & Other 19% O to up 2% [ [ Total Up 5 - 7% 2018A 2021E Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures NXP#8Automotive – NXP Leads, Accelerates in New Areas12 Revenue 7-10% 3-Yr CAGR Growth drivers Market 7 1. 2. $4.5B 2018A 5-7% 3-Yr CAGR $27B 2018E 2021E 2021E O NXP defines "Market" the "TAM-F Auto" which is the total Automotive Semiconductor Industry TAM less Memory, Optoelectronics, Discretes Source: Strategy Analytics O • New business - above market growth · - ADAS / radar, vehicle networks, electrification Core business - at market growth - Connected infotainment, powertrain, secure car access Value proposition Solution portfolio • Innovation power Automotive safety & reliability NXP#91,2,3,4 Industrial & IoT - Highly Diversified 123 Revenue $1.8B 2018A 8-11% 3-Yr CAGR 3-5% Market 3-Yr CAGR $127B 2021E La • Growth drivers Processing - 32bit microcontrollers & cross-overs - IoT application processors - Analog mixed-signal & connectivity Value proposition 1. 2. 1234 3. 8 4. 2018E 2021E • Broad, scalable solutions . Common S/W tool environment · Deep application insights Channel reach Charts/graphics created by NXP based on Gartner research. Source: Gartner Semiconductor Forecast Database, Worldwide, 2Q18 Update (Calculations performed by NXP) NXP defines "Market" the "TAM-F Industrial& loT" which is the total Industrial & lotT Semiconductor Industry TAM less Memory, Optoelectronics, Discretes Industrial/loT includes Industrial, Consumer and Computing, excludes Ultramobile, Wearables and Smartcards The Gartner Report(s) described herein, (the "Gartner Report(s)") represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. ("Gartner"), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Investor Presentation) and the opinions expressed in the Gartner Report(s) are subject to change without notice NXP#10Mobile - Specialty Supplier with High Moats123 Revenue $1.2B 4-6% 3-Yr CAGR Growth drivers 2018A 4-7% Market 3-Yr CAGR $71B 2. 1234 3. 9 4. 2021E • Mobile payment adoption • ● New use cases (transit, access, etc.) High-speed mixed-signal interface Value proposition ● • • Technology innovator and leadership Recognized ecosystem leader Deep application insights 2018E 2021E Charts/graphics created by NXP based on Gartner research. Source: Gartner Semiconductor Forecast Database, Worldwide, 2Q18 Update(Calculations performed by NXP) NXP defines "Market" the "TAM-F Mobile" which is the total Mobile Semiconductor Industry TAM less Memory, Optoelectronics, Discretes Mobile Includes Smartphones, Feature phones, Wearables and Ultramobile The Gartner Report(s) described herein, (the "Gartner Report(s)") represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. ("Gartner"), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Investor Presentation) and the opinions expressed in the Gartner Report(s) are subject to change without notice NXP#11Empty#12Diverse Customer Base - Top 20 Customers > 40% of Revenue [ = 11 1. Reflects 2019 sales through all channels (8) (2) >25,000 Total Customers Automotive Mobile A Comm. Infra. NXP#13Driving Profitable Growth in Excess of Addressable Market123 As Reported Revenue Down 2% 3-yr. CAGR ($B) 2 Non-GAAP Gross Profit flat 3-yr. CAGR ($B) $9.5 $9.3 $9.4 $8.9 2016 2017 2018 2019 $4.8 $4.9 $5.0 $4.7 2016 2017 2018 2019 2 Non-GAAP EBIT Profit up 1% 3-yr. CAGR ($B) 2,3 Non-GAAP Free Cash Flow Down 1% 3-yr. CAGR ($B) $2.5 $2.7 $2.7 $2.6 2016 2017 2018 2019 $1.9 $1.9 $3.8 $1.9 2016 2017 2018 2019 Note: 1. 12 2. 3. 2018 Non-GAAP Free Cash Flow reflects the receipt of $2 billion termination fee associated with terminated Qualcomm transaction Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures Gross Profit, EBIT Profit, Free Cash Flow(FCF), are all non-GAAP figures, 3-yr. CAGR reflect the period 2016 - 2019 NXP#14Recent Quarterly Business Trends12 As Reported Revenue ($M) Non-GAAP Gross Margin 2,094 2,217 2,265 2,301 2,021 52.7% 53.3% 53.7% 54.2% 51.8% Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Non-GAAP Operating Margin 26.7% 28.9% 30.3% 29.9% 24.8% Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Note: 13 1. 2. Non-GAAP Adj. EBITDA Margin 32.8% 34.7% 36.3% 35.8% 31.7% Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures Gross Margin, Operating Margin, Adj. EBITDA are all non-GAAP figures. NXP#15Revenue by End Market Trend($M) Automotive Industrial & IoT 14 (9%) Q-Q (4%) Y-Y (9%) Q-Q 2% Y-Y $1,036 $1,031 $1,048 $1,097 $994 $368 $390 $426 $415 $376 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Mobile (26%) Q-Q 2% Y-Y $241 $297 $321 $332 $247 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Note: 1. Communication Infrastructure & Other $449 $499 $470 $457 Q1 19 Q2 19 Q3 19 Q4 19 Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures (12%) Q-Q (10%) Y-Y $404 Q1 20 NXP#16Debt Summary End of 1Q20 Debt Instrument Sr. Sr. Unsecured Unsecured Notes Notes Sr. Unsecured Notes Sr. Unsecured Notes Sr. Unsecured Notes Sr. Unsecured Notes Sr. Unsecured Notes Sr. Unsecured Notes Sr. Revolving Unsecured Notes Credit Facility Issue Date May-16 Jun-15 Aug-16 May-16 Dec-18 Dec-18 Jun-19 Dec-18 Jun-19 Dec-15 Maturity Date Jun-21 Jun-22 Sep-22 Jun-23 Mar-24 Mar-26 Jun-26 Dec-28 Jun-29 Jun-24 Issued Amount (M) $1,350 $400 $1,000 $900 $1,000 $500 $750 $500 $1,000 $1,500 Book Value (M) $1,350 $398 $997 $897 $995 $497 $746 $496 $991 $0 Amount (M) $1,350 $400 $1,000 $900 $1,000 $500 $750 $500 $1,000 $0 Libor Coupon 4.125% 4.625% 3.875% 4.625% 4.875% 5.350% 3.875% 5.550% 4.300% +125 bps Rating Moody's Baa3 Baa3 Baa3 Baa3 Baa3 Baa3 Baa3 Baa3 Baa3 NR Standard & Poor's BBB BBB BBB BBB BBB BBB BBB BBB BBB Fitch BBB- BBB- BBB- BBB- BBB- BBB- BBB- BBB- BBB- ANN NR NR Total Leverage Total Debt ($M) Total Cash ($M) Net Debt ($M) 7,366 1,079 6,287 TTM Adj. EBITDA 3,054 Cost of Debt 4.46% Reported Leverage 2.1X TTM Adj. EBITDA/net Interest 9.6x SA 59 $1,000 $1,350 $750 $1,000 $900 $400 $500 $1,000 $500 2020 RCF (2.45%) 2021 2022 2023 2024 ■'21 Sr Unsecured Note (4.125%) '26 Sr. Unsecured Note (5.35%) ■'22 Sr Unsecured Note (4.625%) '26 Sr. Unsecured Note (3.875%) 2026 '22 Sr. Unsecured Note (3.875%) '28 Sr. Unsecured Note (5.55%) 2028 ■'24 Sr. Unsecured Note (4.875%) 15 Note: 1. 2029 '23 Sr. Unsecured Note (4.625%) '29 Sr. Unsecured Note (4.30%) Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures NXP#17Working Capital Ratios12 DSO Note: 16 1. 2. DPO 35 32 32 26 28 74 67 74 81 83 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 DIO (2) 113 100 98 102 113 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Cash Conversion Cycle 74 65 56 47 58 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 DSO = (91.25 x AR) / Revenue DPO (91.25 x AP) / COGS Working capital ratios exclude the effect of (1) the effect of purchase price accounting amortization effects on GAAP COGS; Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures DIO = (91.25 x Inventory) / COGS Cash Conversion Cycle = DIO +DSO - DPO NXP#18Guidance for the Second Quarter of 2020 GAAP Reconciliation Non-GAAP Low Mid High Low Mid High Total Revenue 1,700 1,800 1,900 1,700 1,800 1,900 Q-Q -16% -11% -6% -16% -11% -6% Y-Y -23% -19% -14% -23% -19% -14% Gross Profit 768 833 900 (31) 799 864 931 Gross Margin 45.2% 46.3% 47.4% 47.0% 48.0% 49.0% Operating Income (loss) Operating Margin Financial income (expense) -13.9% (84) -9.8% (84) (237) (177) (115) -6.1% (519) 282 342 404 16.6% 19.0% 21.3% (84) (2) (82) (82) (82) 1. GAAP Gross Profit is expected to include Purchase Price Accounting ("PPA") effects, $(20) million; Stock Based Compensation, $(11) million; 2. 3. GAAP Operating Income (loss) is expected to include PPA effects, $(403) million; Stock Based Compensation, $(106) million; Merger related costs $(3) million; Restructuring and Other Incidentals, $(7) million; GAAP Financial Income (expense) is expected to include Other financial expense $(2) million; 4. 5. Net cash paid for income taxes related to on-going operations is expected to be approximately $(17) million; Non-controlling interest is expected to be approximately $(6) million; 6. Weighted average diluted share count is expected to be approximately 282 million. 17 NXP has based the guidance included in this release on judgments and estimates that management believes are reasonable given its assessment of historical trends and other information reasonably available as of the date of this release. Please note, the guidance included in this release consists of predictions only, and is subject to a wide range of known and unknown risks and uncertainties, many of which are beyond NXP's control. The guidance included in this release should not be regarded as representations by NXP that the estimated results will be achieved. Actual results may vary materially from the guidance we provide today. In relation to the use of non-GAAP financial information see the note regarding "Non- GAAP Financial Measures" below. For the factors, risks, and uncertainties to which judgments, estimates and forward-looking statements generally are subject see the note regarding "Forward-looking Statements." We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein, to reflect future events or circumstances. NXP#19Financial Model Focused Market Growth (1) NXP Growth (1) Non-GAAP Gross Margin Non-GAAP R&D Non-GAAP SG&A Non-GAAP Operating Margin Non-GAAP Operating Income Growth 2018A-2021E 3 - 5% 5-7% 53 - 57% 14 - 16% 6-8% 31 - 34% ~8 - 14% 18 1. 3 Year CAGR from 2018 actuals through 2021E internal NXP estimates NXP#20Quarterly Financial Reconciliation (GAAP to non-GAAP) ($ in millions, unless otherwise stated) 1 Other Information for Q1 2020: Q1 Q4 2020 2019 Q1 2019 . PPA effects: ($419M) Total Revenue GAAP Gross Profit Gross profit adjustments Non-GAAP Gross Profit GAAP Gross Margin Non-GAAP Gross Margin 2,021 2,301 2,094 997 1,209 1,072 . (50) (39) (32) 1,047 1,248 1,104 Restructuring: ($11M) Stock-based compensation: ($107M) Merger-related costs: ($4M) 49.3% 52.5% 51.2% Other incidentals: $107M 51.8% 54.2% 52.7% Foreign exchange loss: ($1M) GAAP Operating income (loss) 68 197 54 Other financial expense: ($2M) Operating income adjustments (434) (490) (505) Non-GAAP Operating income (loss) 502 687 559 GAAP Operating Margin 3.4% 8.6% 2.6% Non-GAAP Operating Margin 24.8% 29.9% 26.7% GAAP Financial income (expense) (78) (93) (83) Financial income adjustments Non-GAAP Financial income (expense) (3) (16) (22) (75) (77) (61) NXP 19 Note: 1. Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures#21Quarterly Cash Flow Overview ($M) ($ in millions, unless otherwise stated) Net cash provided by (used for) operating activities Net cash provided by (used for) investing activities Net cash provided by (used for) financing activities Effects of changes in exchange rates on cash position Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of period 1 Q1 Q4 Q1 2020 2019 2019 512 814 296 (37) (1,866) (136) (431) (1,443) (756) (10) 3 (1) 34 (2,492) (597) 1,045 3,537 2,789 1,079 1,045 2,192 Net cash provided by (used for) operating activities 512 814 296 Net capital expenditures on property, plant and equipment (143) (138) (144) Non-GAAP free cash flow 369 676 152 Trailing 12-month Non-GAAP free cash flow 2,087 1,870 3,447 Trailing 12-month Non-GAAP free cash flow as a percentage of Revenue 24% 21% 37% Note: 20 NXP 1. Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures#22Quarterly Adjusted EBITDA ($M) 1 ($ in millions, unless otherwise stated) Net income (loss) Q1 Q4 Q1 2020 2019 2019 (13) 123 (16) Reconciling items to adjusted net income Financial (income) expense 78 93 83 (Benefit) provision for income taxes 2 (20) (9) Depreciation 133 131 124 Amortization 407 391 378 Adjusted net income 607 718 560 Reconciling items to adjusted EBITDA Results of equity-accounted investees 1 1 (4) Purchase accounting effect on inventory 17 8 Restructuring 11 (1) 25 Stock-based compensation 107 89 86 Merger-related costs 4 4 13 Other incidental items Adjusted EBITDA (107) 4 6 640 823 686 Trailing 12-month Adjusted EBITDA 3,054 3,100 3,111 21 Note: NXP 1. Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures#23NXP It Value Proposition Driving RMS Leadership Focused on RMS >1.5X Multiple High Growth Markets Profitable growth Solutions Core Competency Resolving customer pain-points World-class Expertise & Team Customer focused passion to win 22 22 Maximize Shareholder Value Strong cash flow generation NXP