SEC Comment Letter 0000000000-23-012258 to NXP Semiconductors N.V. (NXPI) (CIK 0001413447) (NXPI)
NXP Semiconductors N.V. (NXPI) (CIK 0001413447)
Date: Nov. 8, 2023 · CIK: 0001413447 · Accession: 0000000000-23-012258
AI Filing Summary & Sentiment
File numbers found in text: 001-34841
Letter
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-
FirstName LastNameWilliam J. Betz Comapany NameNXP Semiconductors N.V. November 8, 2023 Page 2 FirstName LastName 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. Sincerely, Division of Corporation Finance Office of Manufacturing
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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-
FirstName LastNameWilliam J. Betz
Comapany NameNXP Semiconductors N.V.
November 8, 2023 Page 2
FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing