Exhibit 4
8 December 2017 The UBS Valuation Report NXP Semiconductors N.V.
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Basis of preparation and sources of information Preparation The UBS Valuation Report, dated as of 8 December 2017 and delivered to Elliott on 10 December 2017, has undergone all internal reviews by UBS that are customary in relation to providing such a valuation report or opinion NXP historical financials Historical financials of NXP Semiconductors N.V. ("NXP") are based on publicly disclosed annual and quarterly consolidated financial statements until Q3 2017 (published on 25 October 2017)where noted, data have been adjusted for the divestiture of Standard Products which closed on 7 February 2017, removing Standard Products revenue, gross profit, EBITDA, EBIT and OpFCF2 from total revenue, gross profit, EBITDA, EBIT and OpFCF, respectivelyfor EBITDA, we estimated Standard Products depreciation & amortization ("D&A") assuming same percentage of sales as NXP total D&Afor OpFCF, we estimated Standard Products capex assuming same percentage of sales as NXP total capex NXP forecast financials Forecast financials are based on published analyst consensus ("Analyst Consensus")1revenue: based on mean for each segment (Automotive, Secure Identification Solution, Secure Connected Devices, Secure Interfaces and Infrastructure, Other) up to 2018E; 2019E computed by applying average of expected growth rate for each segment; 2020-22 based on growth rate linearly declining to 2.75% by 2022gross profit: based on mean of expected margins up to 2019; 2020-22 based on constant margin as of 2019EBIT: based on mean of expected margins up to 2019; 2020-22 based on constant opex as percentage of sales as of 2019EPS: based on current fully diluted number of shares outstanding (including options, excluding RSUs and PSUs3)capex: based on mean of expected percentage of sales up to 2019; 2020-22 based on constant percentage of sales as of 2019The consensus has been benchmarked against industry peers (as defined below) and Management Projections as set forth in NXP's Schedule 14D-9 filed on 18 November 2016 ("Management Projections") NXP peers set Two set of peers have been used consistently throughout the UBS Valuation Reportpeers used by NXP in its financial reports filed with the SEC ("20-F peers") and peers from the automotive semiconductor industry ("Auto Semi peers"):20-F peers: Analog Devices (ADI), Broadcom (AVGO), Cavium (CAVM), Infineon (IFX), Intel Corporation (INTC), Maxim Integrated Products (MXIM), Microchip Technology (MCHP), Power Integrations (POWI), Renesas (RNS), Silicon Laboratories (SLAB), STMicroelectronics (STM) and Texas Instruments (TXN)Auto Semi peers: Analog Devices (ADI), Infineon (IFX), Maxim Integrated Products (MXIM), ON Semiconductor (ON), Renesas (RNS), STMicroelectronics (STM) and Texas Instruments (TXN) Source: Company information, Analyst ConsensusNotes:1 Consensus based on available analyst research reports published after NXP's H1 2017 results (Bank of America Merrill Lynch, Bernstein, BMO Capital Markets, Citi, Deutsche Bank, Jefferies, J.P. Morgan, Morgan Stanley and Oppenheimer)2 Defined as EBITDA less Capex3 RSUs: Restricted Stock Units; PSUs: Performance Stock Units Forecast financials underpinning the UBS Valuation Report have been derived from published analyst consensus1
(US$m) Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Revenue 1,246 1,349 1,515 1,537 1,467 1,506 1,522 1,606 2,224 2,365 2,469 2,440 2,211 2,202 2,387 YoY growth (%) 14.8% 13.6% 21.3% 18.9% 17.7% 11.6% 0.5% 4.5% 51.6% 57.0% 62.2% 51.9% (0.6%) (6.9%) (3.3%) YoY like-for-like growth (%)1 14.8% 13.6% 21.3% 18.9% 17.7% 11.6% 0.5% (13.1%) (10.7%) (7.7%) (3.2%) 12.2% 7.3% 6.8% 11.1% QoQ growth (%) (3.6%) 8.3% 12.3% 1.5% (4.6%) 2.7% 1.1% 5.5% 38.5% 6.3% 4.4% (1.2%) (9.4%) (0.4%) 8.4% Gross profit 617 655 725 716 711 734 748 806 1,112 1,183 1,247 1,248 1,144 1,167 1,283 margin (%) 49.5% 48.6% 47.9% 46.6% 48.5% 48.7% 49.1% 50.2% 50.0% 50.0% 50.5% 51.1% 51.7% 53.0% 53.7% EBITDA2 357 391 451 451 447 482 514 515 632 716 800 833 707 730 846 margin2 (%) 28.7% 29.0% 29.8% 29.3% 30.5% 32.0% 33.8% 32.1% 28.4% 30.3% 32.4% 34.1% 32.0% 33.2% 35.4% EBIT 301 334 390 389 385 418 449 433 519 606 691 715 599 625 735 margin (%) 24.2% 24.8% 25.7% 25.3% 26.2% 27.8% 29.5% 27.0% 23.3% 25.6% 28.0% 29.3% 27.1% 28.4% 30.8% OpFCF 306 302 369 344 367 391 436 423 544 645 701 702 546 634 684 margin (%) 24.6% 22.4% 24.4% 22.4% 25.0% 26.0% 28.6% 26.3% 24.5% 27.3% 28.4% 28.8% 24.7% 28.8% 28.7% Historical financials NXP YoY revenue growth (%)1 “We talked about [how] 2016 will be a transition year for us.”Richard Clemmer, NXP CEO 27 October 2016 Qualcomm offer(27-Oct-16) Key operating metrics NXP has experienced like-for-like revenue growth of 7-12% over the last four quarters “2016 is going to be a transition year for this company […]. Whenever you put companies together, you go through a transition year.”Daniel Durn, NXP CFO28 April 2016 Freescale acquisition3 Standard Products sale4 “We continue to demonstrate strong margin expansion due to our synergy capture efforts [from the Freescale acquisition]. […] We continue to drive non-GAAP operating margin improvement far in-excess of the original targets we communicated in past periods."Daniel Durn, NXP CFO2 August 2017 Source: Company filingsNotes:1 Adjusted for Freescale acquisition and Standard Products disposal in Q4 2015–Q3 20172 Adjusted for results of equity-accounted investees, purchase accounting effect on inventory, restructuring, stock-based compensation, merger-related costs, other incidental items3 Closed on 7-Dec-154 Closed on 7-Feb-17
Source: Company filings and Analyst Consensus as of 8-Dec-17Notes:1 Adjusted to exclude Standard Products revenue in 1Q17 (adjusted 2017E revenue of US$8,997m)2 Adjusted for Freescale acquisition and Standard Products sale in 2016A-2018E3 Adjusted for results of equity-accounted investees, purchase accounting effect on inventory, restructuring, stock-based compensation, merger-related costs, other incidental items4 Non-GAAP gross profit, operating profit and net income, respectively5 Including options; excluding RSUs and PSUs Gross margin has improved by 45bps between Q3 2016 and Q3 2017 and is expected to increase to 54.6% by 2019 resulting from high-ROI investments in R&D and improved productivity at manufacturing level (US$m, Dec-YE) 2014A 2015A 2016A 2017E 2018E 2019E 2017–19 CAGR (%) Revenue 5,647 6,101 9,498 9,115 9,506 9,894 4.91 growth (%) 17.3 8.0 55.7 (4.0) 4.3 4.1 like-for-like growth (%)2 17.3 8.0 (2.9) 8.7 5.7 4.1 COGS 2,934 3,102 4,708 4,285 4,365 4,488 2.3 % of sales 52.0 50.8 49.6 47.0 45.9 45.4 Gross profit4 2,713 2,999 4,790 4,830 5,141 5,405 5.8 margin (%) 48.0 49.2 50.4 53.0 54.1 54.6 OPEX 1,299 1,314 2,259 2,161 2,117 2,135 (0.6) % of sales 23.0 21.5 23.8 23.7 22.3 21.6 EBITDA3 1,650 1,958 2,981 3,138 3,552 3,764 9.5 margin (%) 29.2 32.1 31.4 34.4 37.4 38.0 EBIT4 1,414 1,685 2,531 2,670 3,024 3,270 10.7 margin (%) 25.0 27.6 26.6 29.3 31.8 33.1 Interest (139) (172) (347) (249) (226) (213) Taxes (24) (40) (67) (114) (244) (346) tax rate (%) 1.9 2.6 3.1 4.7 8.7 11.3 Minorities (68) (73) (59) (57) (60) (61) Net income4 1,183 1,400 2,058 2,250 2,494 2,650 8.5 Diluted shares (m)5 248.6 250.1 347.1 345.5 345.5 345.5 EPS (US$) 4.76 5.60 5.93 6.51 7.22 7.67 8.5 growth (%) 17.6 5.9 9.8 10.8 6.3 Forecast financials—profit and loss Analyst Consensus expects NXP to grow revenue at a CAGR of 4.9%1 in 2017–19, with gross margin trending to 54.6% and EBITDA margin reaching 38.0% by 2019 Revenue are expected to grow at a 2017–19 CAGR of 4.9%1, mainly driven by Automotive and Secure Connected Devices EPS is expected to increase at a 2017-19E CAGR of 8.5% assuming no buybacks in future years Tax rate is expected to increase from 3.1% in 2016 to 11.3% by 2019 LTM gross margin6excl. Standard Products (%)7 EBITDA margin has improved by 266bps between Q3 2016 and Q3 2017 and is expected to increase to 38.0% by 2019 with realization SG&A synergies and R&D optimisation LTM EBITDA margin8excl. Standard Products (%)3,7 6 Computed as the sum of LTM gross profit divided by the sum of LTM revenue7 Adjusted for Standard Products divestiture removing Standard Products revenue, gross profit and EBITDA from total revenue, gross profit and EBITDA. For EBITDA, assuming Standard Products D&A as same % of revenue as total D&A8 Computed as the sum of LTM EBITDA divided by the sum of LTM revenue
Source: Company filings and Analyst Consensus as of 8-Dec-17Notes:1 Including extraordinary items and other GAAP – Non-GAAP reconciliations2 OpFCF defined as EBITDA less Capex3 Long-term debt repurchased in 1Q17 Forecast financialscash flow Analyst Consensus expects NXP to grow OpFCF at a CAGR of 12.1% in 2017-19, with OpFCF margin exceeding 33% (US$m, Dec-YE) 2014A 2015A 2016A 2017E 2018E 2019E 2017–19 CAGR (%) Net income 1,183 1,400 2,058 2,250 2,494 2,650 8.5 Minority interest 68 73 59 57 60 61 Depreciation and amortization6 236 273 450 469 528 493 % of capex 71.7 80.1 115.7 90.4 113.5 104.5 Change in net working capital 82 131 361 79 (25) (19) % of revenue 1.5 2.1 3.8 0.9 (0.3) (0.2) Operating cash flow 1,569 1,877 2,928 2,854 3,056 3,185 5.6 Capex (329) (341) (389) (519) (465) (472) (4.6) % of revenue 5.8 5.6 4.1 5.7 4.9 4.8 Investing cash flow (329) (341) (389) (519) (465) (472) (4.6) OpFCF2 1,321 1,617 2,592 2,620 3,086 3,291 12.1 margin (%) 23.4 26.5 27.3 28.7 32.5 33.3 Debt repurchase (92) (3,586) (3,295) (2,728)3 - - Dividends7 (50) (51) (126) - - - Share repurchases (1,435) (475) (1,280) - - - Financing cash flow (1,577) (4,112) (4,701) (2,728) - - Other items1 852 3,005 2,442 2,277 - - Increase / (decrease) in cash 515 429 280 1,796 2,591 2,713 Cash 1,185 1,614 1,894 3,690 6,280 8,993 Gross debt 3,999 9,212 9,187 6,556 6,556 6,556 Net debt / (cash) 2,814 7,598 7,293 2,866 276 (2,437) Net debt / EBITDA 1.71x 3.88x 2.45x 0.91x 0.08x (0.65x) Depreciation and amortization are expected to remain broadly in line with capex forecasts at around US$500m p.a. Capex is expected to remain at approximately 5% of revenue which is in line with historical trends No dividend payments or share repurchases are expected in 2017-19E; the previous share repurchase programme was discontinued following the Qualcomm offer Cash expected to be used for reducing net debt position assuming no buybacks in future years OpFCF margin has improved by 73bps between Q3 2016 and Q3 2017 and is expected to further increase to 33.3% by 2019 mainly driven by synergies from the acquisition of Freescale LTM OpFCF margin4excl. Standard Products (%)5 4 Computed as the sum of LTM OpFCF divided by the sum of LTM revenue5 Adjusted for Standard Products divestiture removing Standard Products revenue and OpFCF from total revenue and OpFCF. For OpFCF assuming Standard Products D&A and capex as same % of revenue as total D&A and capex6 Calculated as difference between EBITDA and EBIT7 Dividends paid to non-controlling interests
Operational benchmarking Revenue Gross profit EBITDA OpFCF Analyst Consensus expects a 2017-19E revenue CAGR of 4.9%1, 2019E gross margin of 54.6%, 2019E EBITDA margin of 38.0%, 2019E OpFCF margin of 33.3% and 2019E cash conversion6 of 87.5% for NXP (US$m) Source: Company information and Analyst Consensus as of 8-Dec-17 Notes:1 Excludes Standard Products revenue starting in 1Q172 Management projections set forth in NXP's Schedule 14D-9 filed on 18 November 2016. Excludes Standard Products segment3 Brokers considered: Bank of America Merrill Lynch, Bernstein, BMO Capital Markets, Citi, Deutsche Bank, Jefferies, J.P. Morgan, Morgan Stanley and Oppenheimer 4 Including: Analog Devices (ADI), Broadcom (AVGO), Cavium (CAVM), Infineon (IFX), Intel Corporation (INTC), Maxim Integrated Products (MXIM), Microchip Technology (MCHP), Power Integrations (POWI), Renesas (RNS), Silicon Laboratories (SLAB), STMicroelectronics (STM) and Texas Instruments (TXN)5 Including: Analog Devices (ADI), Infineon (IFX), Maxim Integrated Products (MXIM), ON Semiconductor (ON), Renesas (RNS), STMicroelectronics (STM) and Texas Instruments (TXN)6 Calculated as OpFCF margin divided by EBITDA margin Revenue CAGR Gross margin EBITDA margin OpFCF (%) 2017E–2019E 2019E 2019E Margin 2019E Cash conversion6 2019E NXP Analyst Consensus3 4.91 54.6 38.0 33.3 87.5 NXP Management Projections2 13.6 56.7 40.1 na na 20-F Peers4 Mean 7.5 58.0 37.2 31.0 83.4 Median 7.8 61.7 42.6 32.4 75.9 Auto Semi Peers5 Mean 6.0 53.0 33.8 27.0 79.7 Median 6.0 47.1 27.4 19.6 71.4
Valuation summary Offerprice: 110.0 Currentprice (8-Dec-17): 115.3 NXP value per share (US$)1 Valuation analysis Market references Comments Source: Company information, FactSet and Analyst Consensus as of 8-Dec-17Notes:1 Based on 353m fully diluted shares (including options, RSUs and PSUs), US$6,556m gross debt, US$3,065m cash and US$174m minority interest (as of 30-Sep-17)2 EPS as per Analyst Consensus3 EBITDA as per Analyst Consensus4 OpFCF defined as EBITDA less Capex 5 OpFCF as per Analyst Consensus6 Mid-point of trading multiples valuation ranges (average of 2018/19 P/E, EV/EBITDA and EV/OpFCF)7 Management Projections set forth in NXP's Schedule 14D-9 filed on 18 November 2016. Excludes Standard Products segment Trading multiples 1 DCF analysis 2 Transaction multiples 3 Share price performance 4 Transaction premium 5 2018 P/E: 18.0–21.0x (US$7.222)2019 P/E: 17.0–20.0x (US$7.672) 2018 EV/OpFCF4: 16.0–18.0x (US$3,086m5)2019 EV/OpFCF4: 15.0–17.0x (US$3,291m5) 2018 EV/EBITDA: 13.0–15.0x (US$3,552m3)2019 EV/EBITDA: 12.0–14.0x (US$3,764m3) Analyst ConsensusWACC: 8.0–9.0%PGR: 2.50–3.00% 15-17x LTM EBITDA (US$3,138m3): US$122.9-140.723-26x LTM EPS (US$6.512): US$149.7-169.3 LTM high (2-Nov-17): US$117.5LTM low (23-Jan-17): US$96.0 Premium: 30–40% to trading multiples valuationMid-point trading multiples valuation: US$136.56 Management Projections7WACC: 8.0–9.0%PGR: 2.50–3.00% The UBS Valuation Report estimates as of the date of this report that the value range of NXP shares on a trading basis is approximately US$120-150 per share, which is supported by the DCF analysis
Source: FactSet and Analyst Consensus as of 8-Dec-17Notes:1 Including: Analog Devices (ADI), Broadcom (AVGO), Cavium (CAVM), Infineon (IFX), Intel Corporation (INTC), Maxim Integrated Products (MXIM), Microchip Technology (MCHP), Power Integrations (POWI), Renesas (RNS), Silicon Laboratories (SLAB), STMicroelectronics (STM) and Texas Instruments (TXN)2 Including: Analog Devices (ADI), Infineon (IFX), Maxim Integrated Products (MXIM), ON Semiconductor (ON), Renesas (RNS), STMicroelectronics (STM) and Texas Instruments (TXN) Historical NTM P/E evolution Trading multiples—P/E 2018 P/E (x) 2019 P/E (x) 20-F peers Auto Semi peers Both 20-F and Auto Semi peers The UBS Valuation Report estimates as of the date of this report the value of NXP on a P/E trading multiples basis at 18.0-21.0x 2018 P/E (US$7.22) and 17.0-20.0x 2019 P/E (US$7.67), implying a value range of approximately US$129.9-153.4 per share (x) Mean Median 20-F peers1 19.7 20.8 Auto Semi peers2 19.3 20.1 (x) Mean Median 20-F peers1 17.6 19.0 Auto Semi peers2 17.6 19.2 Last 3 years 1 29-Sep-16Initial rumour of QCOM offer 27-Oct-16Formal announcement of QCOM offer Mean (x) 2015 2016 L3Y L2Y LTM NXP 15.3 13.2 14.7 14.5 15.7 20-F peers¹ 19.4 18.7 19.2 19.1 19.5 Auto Semi peers² 17.6 17.6 18.1 18.3 19.1 NXP 20-F peers mean1 Auto Semi peers mean2
Source: FactSet and Analyst Consensus as of 8-Dec-17Notes:1 For informational purposes, according to Schedule 14D-9 filed on 18 November 2016, NXP management projections for 2018 / 2019 EBITDA are US$3,991 / 4,758m2 Including: Analog Devices (ADI), Broadcom (AVGO), Cavium (CAVM), Infineon (IFX), Intel Corporation (INTC), Maxim Integrated Products (MXIM), Microchip Technology (MCHP), Power Integrations (POWI), Renesas (RNS), Silicon Laboratories (SLAB), STMicroelectronics (STM) and Texas Instruments (TXN)3 Including: Analog Devices (ADI), Infineon (IFX), Maxim Integrated Products (MXIM), ON Semiconductor (ON), Renesas (RNS), STMicroelectronics (STM) and Texas Instruments (TXN) 2018 EV/EBITDA (x) Historical NTM EV/EBITDA evolution Trading multiples—EV/EBITDA 1 2019 EV/EBITDA (x) The UBS Valuation Report estimates as of the date of this report the value of NXP on an EV/EBITDA trading multiples basis at 13.0-15.0x 2018 EV/EBITDA (US$3,552m1) and 12.0-14.0x 2019 EV/EBITDA (US$3,764m1), implying a value range of approximately US$117.5-140.5 per share (x) Mean Median 20-F peers2 12.9 12.9 Auto Semi peers3 11.7 11.8 (x) Mean Median 20-F peers2 11.5 11.7 Auto Semi peers3 10.7 10.6 Last 3 years 29-Sep-16Initial rumour of QCOM offer 27-Oct-16Formal announcement of QCOM offer Mean (x) 2015 2016 L3Y L2Y LTM NXP 12.6 11.0 12.0 11.7 12.5 20-F peers¹ 11.0 11.1 11.5 11.7 12.5 Auto Semi peers² 8.7 9.1 9.5 9.9 10.9 20-F peers Auto Semi peers Both 20-F and Auto Semi peers 2 3 NXP 20-F peers mean2 Auto Semi peers mean3
Source: FactSet and Analyst Consensus as of 8-Dec-17Notes:1 OpFCF defined as EBITDA less Capex2 Including: Analog Devices (ADI), Broadcom (AVGO), Cavium (CAVM), Infineon (IFX), Intel Corporation (INTC), Maxim Integrated Products (MXIM), Microchip Technology (MCHP), Power Integrations (POWI), Renesas (RNS), Silicon Laboratories (SLAB), STMicroelectronics (STM) and Texas Instruments (TXN)3 Including: Analog Devices (ADI), Infineon (IFX), Maxim Integrated Products (MXIM), ON Semiconductor (ON), Renesas (RNS), STMicroelectronics (STM) and Texas Instruments (TXN) 2018 EV/OpFCF (x) Historical NTM EV/OpFCF evolution Trading multiples—EV/OpFCF1 The UBS Valuation Report estimates as of the date of this report the value of NXP on an EV/OpFCF trading multiples basis at 16.0-18.0x 2018 EV/OpFCF (US$3,086m) and 15.0-17.0x 2019 EV/OpFCF (US$3,291m), implying a value range of approximately US$129.4-148.0 per share 2019 EV/OpFCF (x) (x) Mean Median 20-F peers2 16.6 16.0 Auto Semi peers3 16.3 15.3 (x) Mean Median 20-F peers2 14.7 14.1 Auto Semi peers3 14.2 14.3 Last 3 years 1 29-Sep-16Initial rumour of QCOM offer 27-Oct-16Formal announcement of QCOM offer Mean (x) 2015 2016 L3Y L2Y LTM NXP 15.2 12.8 14.1 13.5 14.5 20-F peers¹ 14.0 14.5 15.0 15.6 16.8 Auto Semi peers² 11.9 12.4 13.5 14.3 16.3 20-F peers Auto Semi peers Both 20-F and Auto Semi peers NXP 20-F peers mean2 Auto Semi peers mean3
Source: Company information, FactSet and Analyst Consensus as of 8-Dec-17Notes:1 Valuation date: 8-Dec-172 US$6,556m gross debt, US$3,065m cash and US$174m minority interest (as of 30-Sep-17)3 Based on 353m fully diluted shares (including options, RSUs and PSUs)4 WACC and PGR calculated based on mean of available broker reports for 20-F peers and Auto Semi peers published since 1-Jan-2016 DCF analysisNPV calculation Summary DCF analysis1 (US$m) Analyst Consensus Management Projections Present value of cash flows 2017-2022 12,391 14,199 Terminal value 57,306 68,494 Present value of terminal value 39,491 47,201 Net present value ("NPV") 51,882 61,400 Less: net debt and minority interest2 (3,665) (3,665) Equity value 48,217 57,735 Value per share (US$)3 136.3 163.0 Analyst Consensus PGR 2.50% 2.75% 3.00% 8.0% 143.3 149.9 157.1 8.5% 130.9 136.3 142.3 9.0% 120.4 124.9 129.9 The UBS Valuation Report estimates as of the date of this report the value range of NXP on a DCF basis at approximately US$120.4-157.1 per share (using Analyst Consensus) and US$144.6-187.0 per share (using Management Projections) NXP value per sharesensitivity analysis (US$) 2 WACC and PGR benchmarking4 20-F Peers WACC PGR Peer Mean # of brokers Mean # of brokers ADI 8.5% 1 4.5% 1 AVGO 7.2% 2 4.5% 1 CAVM 9.4% 2 3.0% 1 IFX 8.1% 8 2.4% 7 INTC 8.7% 3 2.0% 2 MCHP na na na na MXIM 8.6% 1 na na POWI na na na na RNS 5.9% 1 1.0% 1 SLAB na na na na STM 8.7% 3 2.0% 3 TXN 8.8% 1 na na Mean 8.2% 2.8% Auto Semi Peers WACC PGR Peer Mean # of brokers Mean # of brokers ADI 8.5% 1 4.5% 1 IFX 8.1% 8 2.4% 7 MXIM 8.6% 1 na na ON na na na na RNS 5.9% 1 1.0% 1 STM 8.5% 4 2.0% 3 TXN 8.8% 1 na na Mean 8.1% 2.5% WACC Management Projections PGR 2.50% 2.75% 3.00% 172.1 179.2 187.0 157.2 163.0 169.4 144.6 149.4 154.7
Source: Company information and Analyst Consensus as of 8-Dec-17Notes:1 Adjusted for Freescale acquisition and Standard Products sale in 2016A-2018E2 Valuation date: 8-Dec-17 DCF analysis—Unlevered FCF (Analyst Consensus) (US$m, Dec-YE) 2014A 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Revenue 5,647 6,101 9,498 9,115 9,506 9,894 10,253 10,581 10,872 growth (%) 8.0 55.7 (4.0) 4.3 4.1 3.6 3.2 2.8 like-for-like growth (%)1 8.0 (2.9) 8.7 5.7 4.1 3.6 3.2 2.8 Gross profit 2,713 2,999 4,790 4,830 5,141 5,405 5,602 5,781 5,940 gross margin (%) 48.0 49.2 50.4 53.0 54.1 54.6 54.6 54.6 54.6 Opex 1,299 1,314 2,259 2,161 2,117 2,135 2,213 2,284 2,346 as % of revenue 23.0 21.5 23.8 23.7 22.3 21.6 21.6 21.6 21.6 EBIT 1,414 1,685 2,531 2,670 3,024 3,270 3,389 3,497 3,593 Taxes on EBIT (27) (45) (78) (126) (264) (371) (384) (396) (407) Tax rate 1.9 2.6 3.1 4.7 8.7 11.3 11.3 11.3 11.3 NOPAT 1,387 1,640 2,453 2,543 2,760 2,900 3,005 3,101 3,186 D&A 236 273 450 469 528 493 511 528 542 Change in Net Working Capital 82 131 361 79 (25) (19) - - - as % of revenue 1.5 2.1 3.8 0.9 (0.3) (0.2) 0.0 0.0 0.0 Capex (329) (341) (389) (519) (465) (472) (489) (505) (519) as % of revenue 5.8 5.6 4.1 5.7 4.9 4.8 4.8 4.8 4.8 Unlevered FCF 2,572 2,797 2,902 3,027 3,124 3,210 Stub (%)2 - - - 6 100 100 100 100 100 Discount factor (@ 8.5% WACC)2 1.00 0.96 0.88 0.81 0.75 0.69 Discounted Unlevered FCF 162 2,672 2,554 2,456 2,336 2,212 2
Source: Company information, Analyst Consensus as of 8-Dec-17 and NXP Schedule 14D-9 Notes:1 Management projections set forth in NXP's Schedule 14D-9 filed on 18 November 2016. Excludes Standard Products segment2 Adjusted for Freescale acquisition and Standard Products sale in 2016A-2018E3 Valuation date: 8-Dec-17 DCF analysis—Unlevered FCF (Management Projections1) (US$m, Dec-YE) 2014A 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Revenue 5,647 6,101 9,498 9,195 10,511 11,867 12,935 13,840 14,671 growth (%) 8.0 55.7 (3.2) 14.3 12.9 9.0 7.0 6.0 like-for-like growth (%)2 8.0 (2.9) 11.1 14.3 12.9 9.0 7.0 6.0 Gross profit 2,713 2,999 4,790 5,020 5,865 6,729 7,334 7,847 8,318 gross margin (%) 48.0 49.2 50.4 54.6 55.8 56.7 56.7 56.7 56.7 Opex 1,299 1,314 2,259 2,137 2,399 2,564 2,794 2,989 3,169 as % of revenue 23.0 21.5 23.8 23.2 22.8 21.6 21.6 21.6 21.6 EBIT 1,414 1,685 2,531 2,883 3,466 4,165 4,540 4,858 5,149 Unlevered FCF 2,483 2,918 3,458 3,462 3,694 3,833 Stub (%)3 - - - 6 100 100 100 100 100 Discount factor (@ 8.5% WACC)3 1.00 0.96 0.88 0.81 0.75 0.69 Discounted Unlevered FCF 156 2,787 3,044 2,809 2,762 2,641 2
Cost of equity Cost of debt Market risk premium5.62%1 Levered company Beta1.302 Risk free rate2.38%3 Pre-tax cost of debt4.03%4 Marginal tax rate25.00%5 Company risk premium7.28% WACC68.56% Levered costof equity9.66% Net cost of debt3.02% 83% 17% Source: Bloomberg, Company information, Duff & Phelps, KPMG as of 8-Dec-17 Notes:1 Duff & Phelps 2017 Valuation Handbook (estimated based on "long-horizon expected equity risk premium (supply-side)" of 5.97% applying -0.35% size discount for companies with a market capitalization larger than US$24.4bn)2 Based on peers average unlevered Beta of 1.13 (5 year Weekly Bloomberg Adjusted Beta), levered based on NXP's estimated Debt/ (Debt + Equity) of 17% (based on NXP L3Y average EV/EBITDA trading multiple of 12x and NXP target leverage of 2x ND/EBITDA)3 10-year US Treasury Bond rates as of 08 December 20174 Pre-rumour YTM of NXP bonds (3.6%), adjusted for changes in YTM of Peers’ bonds from 28 September 2016 to 08 December 2017 (spread vs. risk free rate on average declined by 7%)5 Netherlands corporate tax rate per KPMG (2017)6 Based on NXP L3Y average EV/EBITDA trading multiple of 12x and NXP target leverage of 2x ND/EBITDA DCF analysis—WACC calculation WACC calculation Weighed average cost of capital ("WACC") of 8.56% has been derived based on a bottom-up analysis 2
DCF analysisBeta calculation Source: Bloomberg, FactSet, KPMG as of 8-Dec-17Notes:1 Market capitalisation as of 8-Dec-172 Total debt as last reported3 Assumes corporate tax rates per KPMG (2017) Unlevered beta of 1.13 has been derived based on NXP's 20-F peers and Auto Semi peers 2 Beta calculation 5-Year Weekly Debt Equity Debt / Debt / Equity / Bloomberg Adj. Beta³ (US$m)² (US$m)¹ (Debt + Equity) Equity (Debt + Equity) Levered Unlevered 20-F Peers Intel Corporation 31,640 203,260 13% 16% 87% 1.11 1.01 Broadcom Limited 17,548 114,120 13% 15% 87% 1.28 1.13 Texas Instruments Incorporated 3,583 99,538 3% 4% 97% 1.18 1.16 Infineon Technologies AG 2,155 30,249 7% 7% 93% 1.15 1.10 Analog Devices, Inc. 7,851 31,790 20% 25% 80% 1.21 1.04 Renesas Electronics Corporation 2,044 19,662 9% 10% 91% 1.29 1.21 Microchip Technology Incorporated 3,018 20,470 13% 15% 87% 1.26 1.15 STMicroelectronics NV 2,175 16,155 12% 13% 88% 1.23 1.11 Maxim Integrated Products, Inc. 1,488 14,670 9% 10% 91% 1.04 0.97 Cavium, Inc. 640 5,963 10% 11% 90% 1.40 1.31 Silicon Laboratories 339 3,815 8% 9% 92% 1.19 1.13 Power Integrations, Inc. 0 2,228 0% 0% 100% 1.16 1.16 20-F Peers Mean 6,040 46,827 10% 11% 90% 1.21 1.12 20-F Peers Median 2,165 20,066 10% 11% 90% 1.20 1.13 Auto Semi Peers Texas Instruments Incorporated 3,583 99,538 3% 4% 97% 1.18 1.16 Infineon Technologies AG 2,155 30,249 7% 7% 93% 1.15 1.10 Analog Devices, Inc. 7,851 31,790 20% 25% 80% 1.21 1.04 Renesas Electronics Corporation 2,044 19,662 9% 10% 91% 1.29 1.21 STMicroelectronics NV 2,175 16,155 12% 13% 88% 1.23 1.11 Maxim Integrated Products, Inc. 1,488 14,670 9% 10% 91% 1.04 0.97 ON Semiconductor Corporation 2,943 9,159 24% 32% 76% 1.42 1.18 Auto Semi Peers Mean 3,177 31,603 12% 15% 88% 1.22 1.11 Auto Semi Peers Median 2,175 19,662 9% 10% 91% 1.21 1.11 All Peers Mean 5,802 43,929 11% 13% 89% 1.23 1.13 All Peers Median 2,175 19,662 10% 11% 90% 1.21 1.13 NXP 6,556 39,840 14% 16% 86% 1.18 1.05
Source: Company filings, Dealogic, FactSet as of 8-Dec-17Notes:1 LTM Adjusted EBITDA and LTM Adjusted Earnings calculated based on FC SAN business revenue contribution to total Brocade revenue2 LTM Adjusted EBITDA calculated by adding D&A to non-GAAP operating income (including share-based compensation add-back)3 LTM Adjusted Earnings calculated by adding after-tax share-based compensation to GAAP net income (non-GAAP net income not disclosed)4 LTM Adjusted EBITDA calculated by adding D&A, taxes, interest expense, and share-based compensation to non-GAAP net income Transaction multiples The UBS Valuation Report estimates as of the date of this report the value of NXP on a transaction multiples basis at 15-17x LTM EBITDA (US$3,138m) and 23-26x LTM EPS (US$6.51), implying a value range of approximately US$122.9-169.3 per share 3 Transaction EV Equity Value LTM Sales LTM EBITDA LTM EBITDA LTM Earnings LTM EV / EBITDA LTM P/E Date Target Acquiror (US$m) (US$m) (US$m) (US$m) Margin (%) (US$m) (x) (x) 20-Nov-17 Cavium Inc Marvell Technology Group 6,078 5,591 950 301 31.7% 186 20.2 30.0 14-Nov-16 Harman International Samsung 8,654 7,830 7,041 866 12.3% 480 10.0 16.3 02-Nov-16 Brocade FC SAN business¹ Broadcom Corp 5,834 5,391 1,292 344 26.6% 233 16.9 23.1 13-Sep-16 Intersil Corp¹ Renesas 2,820 3,077 518 120 23.2% 94 23.4 32.9 26-Jul-16 Linear Technology Corp² Analog Devices Inc 13,313 14,761 1,424 764 53.6% 556 17.4 26.6 15-Jun-16 QLogic Corp Cavium Inc 988 1,343 459 134 29.1% 84 7.4 15.9 19-Jan-16 Atmel Corp¹ Microchip Technology Inc 3,364 3,515 1,257 222 17.7% 163 15.1 21.6 18-Nov-15 Fairchild Semiconductor Intl Inc ON Semiconductor Corp 2,352 2,397 1,390 181 13.0% 62 13.0 38.4 21-Oct-15 SanDisk Corp¹ Western Digital Corp 18,393 17,954 5,757 1,584 27.5% 787 11.6 22.8 19-Oct-15 PMC-Sierra Inc¹ Microsemi Corp 2,329 2,402 530 110 20.8% 84 21.1 28.6 01-Jun-15 Altera Corp² Intel Corp 15,702 16,585 1,906 661 34.7% 533 23.7 31.1 28-May-15 Broadcom Corp³ Avago Technologies Ltd 32,838 34,196 8,502 2,224 26.2% 1,604 14.8 21.3 02-Mar-15 Freescale Semiconductor Ltd NXP Semiconductors NV 16,452 11,578 4,634 1,088 23.5% 473 15.1 24.5 01-Dec-14 Spansion Inc Cypress Semiconductor Corp 1,829 1,747 1,256 147 11.7% 58 12.5 30.3 15-Oct-14 CSR Qualcomm Inc 2,471 2,470 795 102 12.9% (1) 24.2 nm 20-Aug-14 International Rectifier Corp¹ Infineon Technologies AG 2,410 3,019 1,107 199 18.0% 70 12.1 43.0 09-Jun-14 Hittite Microwave Corp² Analog Devices Inc 2,018 2,510 277 130 46.8% 77 15.6 32.6 24-Feb-14 TriQuint Semiconductor Inc¹ RF Micro Devices Inc 1,625 1,704 893 126 14.1% 14 12.9 nm 16-Dec-13 LSI Corp Avago Technologies Ltd 5,938 6,603 2,365 403 17.0% 372 14.7 17.7 17-Oct-12 Cymer Inc² ASML Holding NV 2,433 2,703 584 111 19.0% 78 22.0 34.7 22-Jun-12 MStar Semiconductor Inc MediaTek Inc 2,908 3,840 1,247 279 22.3% 200 10.4 19.2 12-Sep-11 NetLogic Microsystems Inc Broadcom Corp 3,693 3,912 403 130 32.3% 124 28.4 31.6 04-Apr-11 National Semiconductor Corp² Texas Instruments Inc 6,543 6,400 1,563 614 39.3% 350 10.7 18.3 05-Jan-11 Atheros Communications Inc¹ Qualcomm Inc 2,934 3,450 927 206 22.2% 181 14.3 19.1 Mean 6,830 6,874 16.1 26.3 Median 3,149 3,678 14.9 25.5
Source: FactSet as of 8-Dec-17Notes:1 Including: Analog Devices (ADI), Broadcom (AVGO), Cavium (CAVM), Infineon (IFX), Intel Corporation (INTC), Maxim Integrated Products (MXIM), Microchip Technology (MCHP), Power Integrations (POWI), Renesas (RNS), Silicon Laboratories (SLAB), STMicroelectronics (STM) and Texas Instruments (TXN)2 Including: Analog Devices (ADI), Infineon (IFX), Maxim Integrated Products (MXIM), ON Semiconductor (ON), Renesas (RNS), STMicroelectronics (STM) and Texas Instruments (TXN)3 Since 29 Sept 20164 Since 29 Sept 2015 Share price performance Historical share price performance Share price performance NXP has been trading in the range of US$96.0-117.5 (+42.8%) since the Qualcomm offer; during the same time period, 20-F peers have traded up +54.5% and Auto Semi peers have traded up +68.6% LTM prior to QCOM offer4 4 Since QCOM offer3 (%) 29-Sep-16Initial rumour of QCOM offer 27-Oct-16Formal announcement of QCOM offer (0.1) (0.8) (%) Mean Median 20-F peers1 33.8 35.1 Auto Semi peers2 32.5 24.4 (%) Mean Median 20-F peers1 54.5 45.3 Auto Semi peers2 68.6 55.2 Since LTM prior to QCOM offer4 20-F peers mean1 Auto Semi peers mean2 SOX 20-F peers Auto Semi peers Both 20-F and Auto Semi peers 115.3 NXP
Transaction premium 5 The UBS Valuation Report estimates as of the date of this report the value of NXP on a transaction premium basis at a 30-40% premium to the mid-point of the trading multiples-based price per share (US$136.51) in an assumed all cash transaction, implying a value range of approximately US$177.4-191.0 per share Source: Company filings, Dealogic, FactSet as of 8-Dec-17Note:1 Mid-point of trading multiples valuation ranges (P/E, EV/EBITDA and EV/OpFCF) Form of Offer Price Premium Date Target Acquiror Transaction EV (US$m) Consideration (US$/share) 1 day 1 Week 1 Month 20-Nov-17 Cavium Inc Marvell Technology Group 6,078 Mixed 80.27 40.00 Cash / 40.27 Stock 5.9% 3.8% 16.5% 14-Nov-16 Harman International Samsung 8,654 Cash 112.00 27.8% 32.6% 39.6% 02-Nov-16 Brocade FC SAN business Broadcom Corp 5,834 Cash 12.75 13.4% 44.9% 36.9% 13-Sep-16 Intersil Corp Renesas 2,820 Cash 22.50 13.9% 13.9% 47.5% 26-Jul-16 Linear Technology Corp Analog Devices Inc 13,313 Mixed 60.00 46.00 Cash / 14.00 Stock 23.8% 24.1% 31.8% 15-Jun-16 QLogic Corp Cavium Inc 988 Mixed 15.50 11.00 Cash / 4.50 Stock 13.4% 12.2% 16.5% 19-Jan-16 Atmel Corp Microchip Technology Inc 3,364 Mixed 8.15 7.00 Cash / 1.15 Stock nm nm nm 18-Nov-15 Fairchild Semiconductor Intl Inc ON Semiconductor Corp 2,352 Cash 20.00 11.9% 12.9% 20.8% 21-Oct-15 SanDisk Corp Western Digital Corp 18,393 Mixed 86.50 67.50 Cash / 19.00 Stock 15.0% 25.9% 63.5% 19-Oct-15 PMC-Sierra Inc Microsemi Corp 2,354 Mixed 12.10 9.22 Cash / 2.88 Stock 18.2% 17.0% 93.3% 01-Jun-15 Altera Corp Intel Corp 15,702 Cash 54.00 10.5% 14.0% 18.0% 28-May-15 Broadcom Corp Avago Technologies Ltd 32,838 Mixed 54.50 27.25 Cash / 27.25 Stock (4.6%) 15.1% 22.0% 02-Mar-15 Freescale Semiconductor Ltd NXP Semiconductors NV 16,452 Mixed 36.14 6.25 Cash / 29.89 Stock 0.1% 0.4% 12.6% 01-Dec-14 Spansion Inc Cypress Semiconductor Corp 1,829 Stock 26.04 11.4% 17.7% 26.6% 15-Oct-14 CSR Qualcomm Inc 2,471 Cash 14.45 37.9% 26.3% 15.4% 20-Aug-14 International Rectifier Corp Infineon Technologies AG 2,410 Cash 40.00 50.6% 57.1% 42.0% 09-Jun-14 Hittite Microwave Corp Analog Devices Inc 2,018 Cash 78.00 28.8% 34.7% 38.2% 24-Feb-14 TriQuint Semiconductor Inc RF Micro Devices Inc 1,625 Stock 9.73 5.4% 5.9% 13.0% 16-Dec-13 LSI Corp Avago Technologies Ltd 5,938 Cash 11.15 41.0% 37.7% 35.6% 17-Oct-12 Cymer Inc ASML Holding NV 2,433 Mixed 81.89 20.00 Cash / 61.89 Stock 71.2% 70.5% 43.6% 22-Jun-12 MStar Semiconductor Inc MediaTek Inc 2,908 Mixed 7.23 0.03 Cash / 7.20 Stock 19.8% 21.6% 22.6% 12-Sep-11 NetLogic Microsystems Inc Broadcom Corp 3,693 Cash 50.00 56.7% 67.3% 58.4% 04-Apr-11 National Semiconductor Corp Texas Instruments Inc 6,543 Cash 25.00 75.7% 74.3% 61.2% 05-Jan-11 Atheros Communications Inc Qualcomm Inc 2,934 Cash 45.00 2.3% 26.8% 31.1% Mean Cash Transactions 5,114 30.9% 36.9% 37.1% Mean Mixed Transactions 9,912 18.1% 21.2% 35.8% Mean Stock Transactions 1,727 8.4% 11.8% 19.8%
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