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                              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