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

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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