Edgar Filing: NXP Semiconductors N.V.

Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

April 27, 2012

NXP Semiconductors N.V.

(Exact name of registrant as specified in charter)

The Netherlands

(Jurisdiction of incorporation or organization)

60 High Tech Campus, 5656 AG, Eindhoven, The Netherlands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes ¨ No x

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

Name and address of person authorized to receive notices

and communications from the Securities and Exchange Commission

Dr. Jean A.W. Schreurs

60 High Tech Campus

5656 AG Eindhoven – The Netherlands

This report further contains the press release dated April 26, 2012 entitled “NXP Semiconductors Reports First Quarter 2012 Results”.


Exhibits

1.		press release dated April 26, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized at Eindhoven, on the 27^th day of April 2012.


		NXP Semiconductors N.V.

		/s/ K.-H. Sundström
		K.-H. Sundström, CFO

LOGO

NXP Semiconductors Reports First Quarter 2012 Results


	Q1 2012
Revenue	$	978 million

GAAP Gross margin		43.4	%
GAAP Operating margin		5.6	%
GAAP Earnings/(Loss) per share		($0.10	)

Non-GAAP Gross margin		44.3	%
Non-GAAP Operating margin		14.4	%
Non-GAAP Earnings per share		$0.19

•

Trailing twelve month adjusted EBITDA $1,004 million

•

Net debt reduced $707 million year-on-year to $3,047 million

•

Ratio of net debt to trailing 12-month adjusted EBITDA at 3.0x

Eindhoven, The Netherlands, April 26, 2012 – NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the first quarter of 2012, ended April 1, 2012, and provided guidance for the second quarter 2012.

“We are pleased with our performance in the first quarter of 2012 as we delivered revenue of $978 million, which was near the upper end of our original guidance range. We believe NXP is in the early stages of a positive cyclical rebound, but more importantly we are beginning to see tangible acceleration of company specific design-wins driven by the material adoption of our technology. This has resulted in an improvement in order rates with many of our customers and across nearly all product lines. We are encouraged that our efforts over the last few years are delivering tangible results as demonstrated by a combination of our first quarter results and our outlook for the second quarter. We continue to believe the combination of our unique product portfolio, applications knowledge and customer focus should enable NXP to grow in excess of the overall semiconductor industry,” said Richard Clemmer, NXP Chief Executive Officer.

First Quarter 2012 GAAP Results ($ millions, except EPS)


	Q1 2011			Q4 2011			Q1 2012			Q - Q			Y - Y
Product Revenue	$	979		$	857		$	912			6.4	%		-6.8	%
Mfg. & Other Revenue	$	103		$	74		$	66			-10.8	%		-35.9	%

Total Revenue	$	1,082		$	931		$	978			5.0	%		-9.6	%
Gross Profit	$	506		$	389		$	424			9.0	%		-16.2	%
Gross Margin		46.8	%		41.8	%		43.4	%
Operating Income	$	108		$	7		$	55			685.7	%		-49.1	%
Operating Margin		10.0	%		0.8	%		5.6	%
Net Income / (Loss)	$	187		$	(182	)	$	(24	)		NM			NM
GAAP EPS	$	0.73		$	(0.73	)	$	(0.10	)		NM			NM

First Quarter 2012 non-GAAP Results ($ millions, except EPS)


	Q1 2011			Q4 2011			Q1 2012			Q - Q			Y - Y
Total Revenue	$	1,082		$	931		$	978			5.0	%		-9.6	%
Gross Profit	$	517		$	423		$	433			2.4	%		-16.2	%
Gross Margin		47.8	%		45.4	%		44.3	%
Operating Income	$	223		$	148		$	141			-4.7	%		-36.8	%
Operating Margin		20.6	%		15.9	%		14.4	%
Net Income / (Loss)	$	117		$	59		$	48			-18.6	%		-59.0	%
Non – GAAP EPS	$	0.46		$	0.24		$	0.19			-20.8	%		-58.7	%

Supplemental Information ($ millions)


	Q1 2011		Q4 2011		Q1 2012		Q1 % Total			Q - Q			Y - Y
AUTO	$	238	$	218	$	229		23	%		5.0	%		-4	%
IDEN	$	189	$	155	$	187		19	%		20.6	%		-1	%
WILI	$	135	$	122	$	121		12	%		-0.8	%		-10	%
MCC	$	180	$	164	$	173		18	%		5.5	%		-4	%

HPMS	$	742	$	659	$	710		73	%		7.7	%		-4	%
STDP	$	237	$	198	$	202		21	%		2.0	%		-15	%

Product Revenue	$	979	$	857	$	912		93	%		6.4	%		-7	%
MFG & OTHER	$	103	$	74	$	66		7	%		-10.8	%		-36	%

Total Revenue	$	1,082	$	931	$	978		100	%		5.0	%		-10	%

Note: AUTO is the HPMS Automotive business; IDEN is the HPMS Identification business; WILI is the HPMS Wireless Infrastructure, Lighting and Industrial business; MCC is the HPMS Mobile, Consumer and Computing business; HPMS is the High Performance Mixed Signal segment; STDP is the Standard Products segment; MFG & OTHER is the combination of Manufacturing Services and Other Corporate revenue.

Product Revenue is the combination of revenue from the High Performance Mixed Signal (HPMS) and Standard Products segments. The decline in the Manufacturing Operations and Other segment is due to the expiration of contractual obligations to provide manufacturing services for previously divested businesses.

Additional Information for the First Quarter of 2012:

•

During the first quarter 2012, NXP completed a new $475 million Senior Secured Term Loan Facility due 2019. The new term loan has a seven year maturity, with margin of LIBOR + 400bps, a LIBOR floor of 1.25% and was priced at 98.5% of par. The covenants of the term loan substantially correspond to those contained in NXP’s existing secured notes and credit facilities. Utilizing the net proceeds from the new $475 million term loan and drawing on its existing revolving credit facility, NXP redeemed $509.8 million of its U.S. dollar-denominated Senior Secured Floating Rate Notes due 2015 and €203.4 million of its Euro-denominated Senior Secured Floating Rate Notes due 2015.

•

The total debt balance at the end of the first quarter 2012 was $3,829 million, an increase of $30 million from the $3,799 million in the prior quarter primarily due a combination of currency fluctuations on NXPs euro-based debt and refinancing costs associated with the new 2019 term loan.

•

Net cash interest paid in the first quarter of 2012 was $115 million.

•

SSMC, NXP’s consolidated joint-venture wafer fab with TSMC, reported first quarter 2012 operating income of $34 million, EBITDA of $45 million and a closing cash balance of $274 million.

•

Utilization in NXP wafer fabs averaged 84 percent in the first quarter 2012 compared to 97 percent in the year ago period and 71 percent in the prior quarter.

Guidance for the Second Quarter 2012: ($ millions, except share count and EPS)


	Guidance Range
	Low			Mid			High
Product Revenue	$	976		$	994		$	1,012
Q-Q		7	%		9	%		11	%
Mfg. & Other Revenue	$	59		$	59		$	59

Total Revenue	$	1,035		$	1,053		$	1,071
Q-Q		6	%		8	%		10	%
Non-GAAP Gross Profit	$	490		$	499		$	509
Gross Margin		47.3	%		47.4	%		47.5	%
Non-GAAP Operating Income	$	191		$	196		$	202
Operating Margin		18.5	%		18.6	%		18.9	%
Interest Expense	$	71		$	71		$	71
Cash Taxes	$	10		$	9		$	8
Non-controlling Interest	$	13		$	14		$	15

Non-GAAP Net Income	$	97		$	102		$	108
Ave. Diluted Shares		254			254			254
Non – GAAP EPS	$	0.38		$	0.40		$	0.43

Discussion of GAAP to non-GAAP Reconciliations

NXP provides financial information on both a U.S. generally accepted accounting principles (GAAP) and non-GAAP basis. Reconciliations of these non-GAAP measures to the most comparable measures calculated in accordance with GAAP are provided in this release.

Non-GAAP information should not be considered a substitute for any information derived or calculated in accordance with GAAP. NXP provides this information as an additional insight as to how management assesses the performance and allocation of resources among its various segments and because the financial community uses it in its analysis of NXP’s operating performance, historical results and projections of NXP’s future operating results.

The non-GAAP measures used herein are not intended to be measures of financial performance or condition, liquidity or profitability in accordance with GAAP, and should not be considered as alternatives to net income (loss), operating income, or any other performance measures determined in accordance with GAAP.

Certain information referred to in this release, including “non-GAAP gross margin”, “non-GAAP operating margin”, “EBITDA”, “Adjusted EBITDA” and “Trailing 12 month adjusted EBITDA”, have not been derived in accordance with GAAP and can vary from other participants in the semiconductor industry. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of NXP’s financial results as reported under GAAP. In this release the use of the terms:

•

“Non-GAAP gross profit”, “non-GAAP gross margin”, “non-GAAP operating margin”, “non-GAAP operating income”, “non-GAAP net income” and “non-GAAP EPS” are all non-GAAP financial measure that reflect the underlying operating and profit structure of NXP operations net of purchase price accounting (“PPA”), restructuring, other incidental items and the impact of other non-cash adjustments.

•

“EBITDA”, “Adjusted EBITDA” and “Trailing 12 month adjusted EBITDA”, are not intended to be a measure of free cash flow for management’s discretionary use, as these metrics do not consider certain cash requirements such as interest payments, tax payments, debt service requirements and replacement of fixed assets.

•

“PPA effects” reflect the fair value adjustments impacting acquisition accounting and other acquisition adjustments charged to the income statement applied to the formation of NXP on September 29, 2006 and all subsequent acquisitions. The PPA effect on the Company’s gross profit refers to additional depreciation charges on tangible fixed assets, resulting from the step-up in fair values. The amortization charges related to long-lived intangible assets are primarily reflected in general and administrative expenses.

•

“Other incidental items” consist of process and product transfer costs (which refer to the costs incurred in transferring a production process and products from one manufacturing site to another). NXP presents other incidental items in its analysis of results of operations because these costs, gains and losses, have affected the comparability of the company’s results over the years.

•

“Net debt” refers to the sum total of long and short term debt less total cash and cash equivalents, as reflected on the balance sheet.

Conference Call and Webcast Information

NXP will host a conference call on April 26, 2012 at 4:45 p.m. U.S. Eastern Daylight Time (10:45 p.m. Central European Time) to discuss its first quarter 2012 results and provide an outlook for the second quarter of 2012.

Interested parties may join the conference call by dialing 1-866-804-6924 (within the U.S.) or 1-857-350-1670 (outside the U.S.). The participant passcode is 52164375. To listen to the webcast, please visit the Investor Relations section of the NXP website at www.nxp.com/investor. The webcast will be recorded and available for replay shortly after the call concludes.

About NXP Semiconductors

NXP Semiconductors N.V. (NASDAQ: NXPI) provides High Performance Mixed Signal and Standard Product solutions that leverage its leading RF, Analog, Power Management, Interface, Security and Digital Processing expertise. These innovations are used in a wide range of automotive, identification, wireless infrastructure, lighting, industrial, mobile, consumer and computing applications. A global semiconductor company with operations in more than 25 countries, NXP posted revenue of $4.2 billion in 2011. Additional information can be found by visiting www.nxp.com.

Forward-looking Statements

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: market demand and semiconductor industry conditions; the ability to successfully introduce new technologies and products; the end-market demand for the goods into which NPX’s products are incorporated; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity; the ability to meet the combination of corporate debt service, 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 access to production capacity from third-party outsourcing partners; any events that might affect third-party business partners or NXP’s relationship with them; 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 to develop products for use in customers’ equipment and products; the ability to successfully establish a brand identity; the ability to successfully hire and retain key management and senior product architects; and, the ability to maintain good relationships with our suppliers. In addition, this document contains information concerning the semiconductor industry and NXP’s 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, NXP’s market segments and product areas 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 market 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. 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 Semiconductors

Condensed consolidated statements of operations (unaudited)

Table 1


($ in millions except share data)	Q1 2011			Q4 2011			Q1 2012

Revenue		1,082			931			978
Cost of revenue		(576	)		(542	)		(554	)


Gross profit		506			389			424

Research and development		(154	)		(151	)		(148	)
Selling, general and administrative		(234	)		(236	)		(222	)

Total operating expenses		(388	)		(387	)		(370	)

Other income (expense)		(10	)		5			1


Operating income (loss)		108			7			55

Financial income (expense):
Interest income (expense) – net		(81	)		(74	)		(76	)
Foreign exchange gain (loss) on debt		190			(65	)		53
Gain (loss) on extinguishment of long term debt		—			(7	)		(36	)
Other financial expense		(8	)		(19	)		(14	)


Income (loss) before taxes		209			(158	)		(18	)

Benefit (provision) for income taxes		1			(2	)		5
Results relating to equity-accounted investees ¹⁾		(22	)		(15	)		1


Income (loss) from continuing operations		188			(175	)		(12	)
Income (loss) on discontinued operations, net of tax		13			2			1

Net income (loss)		201			(173	)		(11	)
Net (income) loss attributable to non-controlling interests		(14	)		(9	)		(13	)

Net income (loss) attributable to stockholders		187			(182	)		(24	)

Earnings per share data:
Net income (loss) attributable to stockholders per common share in $:
Basic earnings per common share in $
Income (loss) from continuing operations		0.70			(0.74	)		(0.10	)
Income (loss) from discontinued operations		0.05			0.01			—
Net income (loss)		0.75			(0.73	)		(0.10	)
Diluted earnings per common share in $
Income (loss) from continuing operations		0.68			(0.74	)		(0.10	)
Income (loss) from discontinued operations		0.05			0.01			—
Net income (loss)		0.73			(0.73	)		(0.10	)

Weighted average number of shares of common stock used in computing per share amounts (in thousands):
- Basic		250,402			247,586			247,979
- Diluted		256,589			247,586			247,979

NXP Semiconductors

Condensed consolidated balance sheets (unaudited)

Table 2


($ in millions unless otherwise stated)	April 3, 2011		Dec. 31, 2011		April 1, 2012

Current assets:
Cash and cash equivalents		879		743		782
Receivables:
Accounts receivable – net		431		441		410
Other receivables		32		38		23

Total receivables		463		479		433
Assets held for sale		45		39		38
Current assets of discontinued operations		102		—		—
Inventories		537		618		619
Other current assets		129		87		117

Total current assets		2,155		1,966		1,989

Non-current assets:
Investments in equity-accounted investees		110		37		38
Non-current assets of discontinued operations		290		—		—
Other non-current assets		175		144		145
Property, plant and equipment		1,148		1,063		1,049
Intangible assets excluding goodwill		1,466		1,171		1,173
Goodwill		2,409		2,231		2,288

Total non-current assets		5,598		4,646		4,693

Total assets		7,753		6,612		6,682

Current liabilities:
Accounts payable		539		455		462
Liabilities held for sale		21		21		22
Current liabilities of discontinued operations		59		—		—
Accrued liabilities		445		332		359
Short-term provisions		67		130		123
Other current liabilities		115		59		56
Short-term debt		435		52		382

Total current liabilities		1,681		1,049		1,404

Non-current liabilities:
Long-term debt		4,198		3,747		3,447
Long-term provisions		370		347		342
Non-current liabilities of discontinued operations		22		—		—
Other non-current liabilities		105		112		135

Total non-current liabilities		4,695		4,206		3,924

Non-controlling interests		246		212		186
Stockholder’s equity		1,131		1,145		1,168

Total equity		1,377		1,357		1,354

Total liabilities and equity		7,753		6,612		6,682

NXP Semiconductors

Condensed consolidated statements of cash flows (unaudited)

Table 3


($ in millions unless otherwise stated)	Q1 2011			Q4 2011			Q1 2012
Cash Flows from operating activities
Net income (loss)		201			(173	)		(11	)
(Income) loss from discontinued operations, net of tax		(13	)		(2	)		(1	)
Adjustments to reconcile net income (loss):
Depreciation and amortization		145			151			134
Net (gain) loss on sale of assets		15			(2	)		—
(Gain) loss on extinguishment of debt		—			7			36
Results relating to equity accounted investees		22			15			(1	)
Changes in operating assets and liabilities:
(Increase) decrease in trade receivables		(16	)		(45	)		41
(Increase) decrease in inventories		(10	)		(14	)		12
Increase (decrease) in trade payables		(66	)		(70	)		1
(Increase) decrease in other receivables		(13	)		28			(7	)
Increase (decrease) in other payables		(15	)		(41	)		(49	)
Increase (decrease) in provisions		(98	)		30			(16	)
Changes in deferred taxes		17			4			(5	)
Exchange differences		(190	)		65			(53	)
Other items		18			13			16

Net cash provided by (used for) operating activities		(3	)		(34	)		97

Cash flows from investing activities:
Purchase of intangible assets		(2	)		(5	)		(7	)
Capital expenditures on property, plant and equipment		(64	)		(41	)		(39	)
Proceeds from disposals of property, plant and equipment		11			1			—
Proceeds from disposals of assets held for sale		—			11			—
Proceeds from the sale of other non-current financial assets		1			1			1

Net cash (used for) provided by investing activities		(54	)		(33	)		(45	)

Cash flows from financing activities:
Net (repayments) borrowings of short-term debt		10			(1	)		(5	)
Amounts drawn under the revolving credit facility		—			—			330
Repurchase of long-term debt		—			(1,089	)		(815	)
Principal payments on long-term debt		(2	)		(5	)		(4	)
Net proceeds from the issuance of long-term debt		—			1,082			464
Cash proceeds from exercise of stock options		—			1			2

Net cash provided by (used for) financing activities		8			(12	)		(28	)

Net cash provided by (used for) continuing operations		(49	)		(79	)		24
Cash flows from discontinued operations:
Net cash provided by (used for) operating activities		16			—			—
Net cash provided by (used for) investing activities		(10	)		(31	)		—
Net cash provided by (used for) financing activities		—			—			—

Net cash provided by (used for) discontinued operations		6			(31	)		—

Net cash from continuing and discontinued operations		(43	)		(110	)		24
Effect of changes in exchange rates on cash positions		30			(12	)		15

Increase (decrease) in cash and cash equivalents		(13	)		(122	)		39
Cash and cash equivalents at beginning of period		908			865			743

Cash and cash equivalents at end of period		895			743			782
Less: cash and cash equivalents at end of period-discontinued operations		16			—			—

Cash and cash equivalents at end of period-continuing operations		879			743			782

For a number of reasons, principally the effects of translation differences and consolidation changes, certain items in the statements of cash flows do not correspond to the differences between the balance sheet amounts for the respective items.

NXP Semiconductors

Segment Results

Segment Revenue

Table 4


($ in millions)	Q1 2011		Q4 2011		Q1 2012

High Performance Mixed Signal		742		659		710
Standard Products		237		198		202

Product Revenue		979		857		912

Manufacturing Operations		92		62		57
Corporate and Other		11		12		9

Total NXP revenue		1,082		931		978

High Performance Mixed Signal Segment Results

Table 5


($ in millions, unless otherwise stated)	Q1 2011			Q4 2011			Q1 2012

Revenue		742			659			710
% of Product Revenue		75.8	%		76.9	%		77.9	%

GAAP gross profit		422			321			364
% of revenue		56.9	%		48.7	%		51.3	%
Non-GAAP gross profit		423			345			366
% of revenue		57.0	%		52.4	%		51.5	%

Operating income (loss)		121			20			71
% of revenue		16.3	%		3.0	%		10.0	%
Non-GAAP operating income		175			111			123
% of revenue		23.6	%		16.8	%		17.3	%

Standard Products Segment Results

Table 6


($ in millions, unless otherwise stated)	Q1 2011			Q4 2011			Q1 2012

Revenue		237			198			202
% of Product Revenue		24.2	%		23.1	%		22.1	%

GAAP gross profit		87			67			58
% of revenue		36.7	%		33.8	%		28.7	%
Non-GAAP gross profit		87			72			59
% of revenue		36.7	%		36.4	%		29.2	%

Operating income (loss)		35			17			9
% of revenue		14.8	%		8.6	%		4.5	%
Non-GAAP operating income (loss)		49			37			22
% of revenue		20.7	%		18.7	%		10.9	%

NXP Semiconductors

Segments Reconciliation

Q1 2012

Table 7


($ in millions)	GAAP			PPA effects			Restructuring			Other Incidentals			Non-GAAP

Gross profit
HPMS		364			(2	)		—			—			366
Standard Products		58			(1	)		—			—			59
Manufacturing Operations		(7	)		(2	)		(2	)		(2	)		(1	)
Corporate and Other		9			—			—			—			9

Total NXP		424			(5	)		(2	)		(2	)		433

Operating income (loss)
HPMS		71			(50	)		—			(2	)		123
Standard Products		9			(13	)		—			—			22
Manufacturing Operations		(10	)		(6	)		(2	)		(2	)		—
Corporate and Other		(15	)		—			(6	)		(5	)		(4	)

Total NXP		55			(69	)		(8	)		(9	)		141

Q4 2011

Table 8


($ in millions)	GAAP			PPA effects			Restructuring			Other Incidentals			Non-GAAP

Gross profit
HPMS		321			(4	)		(20	)		—			345
Standard Products		67			(1	)		(4	)		—			72
Manufacturing Operations		(7	)		(1	)		1			(5	)		(2	)
Corporate and Other		8			—			—			—			8

Total NXP		389			(6	)		(23	)		(5	)		423

Operating income (loss)
HPMS		20			(53	)		(38	)		—			111
Standard Products		17			(14	)		(5	)		(1	)		37
Manufacturing Operations		(10	)		(6	)		2			(4	)		(2	)
Corporate and Other		(20	)		—			(18	)		(4	)		2

Total NXP		7			(73	)		(59	)		(9	)		148

Q1 2011

Table 9


($ in millions)	GAAP			PPA effects			Restructuring			Other Incidentals			Non-GAAP

Gross profit
HPMS		422			(1	)		—			—			423
Standard Products		87			—			—			—			87
Manufacturing Operations		(14	)		(2	)		(6	)		(2	)		(4	)
Corporate and Other		11			—			—			—			11

Total NXP		506			(3	)		(6	)		(2	)		517

Operating income (loss)
HPMS		121			(52	)		(1	)		(1	)		175
Standard Products		35			(14	)		—			—			49
Manufacturing Operations		(16	)		(7	)		(6	)		(1	)		(2	)
Corporate and Other		(32	)		—			(9	)		(24	)		1

Total NXP		108			(73	)		(16	)		(26	)		223

NXP Semiconductors

Financial Reconciliation – GAAP to non-GAAP (unaudited)

Q1 2012

Table 10


($ in millions)	GAAP			PPA effects			Restructuring			Other Incidental			Other Adjustments			Non-GAAP
Revenue		978			—			—			—			—			978

Gross profit		424			(5	)		(2	)		(2	)		—			433
% of revenue		43.4	%														44.3	%

Research and development		(148	)		—			—			(2	)		—			(146	)
Selling, general and administrative		(222	)		(64	)		(6	)		(5	)		—			(147	)

Total operating expense		(370	)		(64	)		(6	)		(7	)		—			(293	)

Other income (expense)		1			—			—			—			—			1


Operating income (loss)		55			(69	)		(8	)		(9	)		—			141
% of revenue		5.6	%														14.4	%

Interest income (expense) net		(76	)														(76	)

Benefit (provision) for income taxes		5															(4	)¹⁾

Income (loss) from continuing operations		(12	)		(69	)		(8	)		(9	)		13	²⁾		61

Income (loss) on discontinued operations, net of tax		1												1			—

Net (income) loss attributable to non-controlling interests		(13	)														(13	)


Net income (loss) attributable to stockholders		(24	)		(69	)		(8	)		(9	)		14			48	³⁾

Weighted average diluted shares outstanding (in thousands):		247,979															252,844

Diluted earnings (loss) per common share attributable to stockholders		(0.10	)														0.19

¹⁾	Cash income taxes paid during the period.

²⁾	Includes: Foreign exchange gain on debt: $53 million; Loss on extinguishment of long-term debt: $(36) million; Other financial expense: $(14) million; Results relating to equity-accounted investees: $1 million; and difference between book and cash income taxes: $9 million.

³⁾	Includes stock-based compensation expense of $9 million.

NXP Semiconductors

Financial Reconciliation – GAAP to non-GAAP (unaudited)

Q4 2011

Table 11


($ in millions)	GAAP			PPA effects			Restructuring			Other Incidental			Other Adjustments			Non-GAAP
Revenue		931			—			—			—			—			931

Gross profit		389			(6	)		(23	)		(5	)		—			423
% of revenue		41.8	%														45.4	%

Research and development		(151	)		—			(18	)		—			—			(133	)
Selling, general and administrative		(236	)		(67	)		(18	)		(7	)		—			(144	)

Total operating expense		(387	)		(67	)		(36	)		(7	)		—			(277	)

Other income (expense)		5			—			—			3			—			2


Operating income (loss)		7			(73	)		(59	)		(9	)		—			148
% of revenue		0.8	%														15.9	%

Interest income (expense) net		(74	)														(74	)

Benefit (provision) for income taxes		(2	)														(6	)¹⁾

Income (loss) from continuing operations		(175	)		(73	)		(59	)		(9	)		(102	)²⁾		68

Income (loss) on discontinued operations, net of tax		2												2			—

Net (income) loss attributable to non-controlling interests		(9	)														(9	)


Net income (loss) attributable to stockholders		(182	)		(73	)		(59	)		(9	)		(100	)		59	³⁾

Weighted average diluted shares outstanding (in thousands):		247,586															249,915

Diluted earnings (loss) per common share attributable to stockholders		(0.73	)														0.24

¹⁾	Cash income taxes paid during the period.

²⁾	Includes: Foreign exchange loss on debt: $(65) million; Loss on extinguishment of long-term debt: $(7) million; Other financial expense: $(19) million; Results relating to equity-accounted investees: $(15) million; and difference between book and cash income taxes: $4 million.

³⁾	Includes stock-based compensation expense of $9 million.

NXP Semiconductors

Financial Reconciliation – GAAP to non-GAAP (unaudited)

Q1 2011

Table 12


($ in millions)	GAAP			PPA effects			Restructuring			Other Incidental			Other Adjustments			Non-GAAP
Revenue		1,082			—			—			—			—			1,082

Gross profit		506			(3	)		(6	)		(2	)		—			517
% of revenue		46.8	%														47.8	%

Research and development		(154	)		—			—			—			—			(154	)
Selling, general and administrative		(234	)		(70	)		(10	)		(6	)		—			(148	)

Total operating expense		(388	)		(70	)		(10	)		(6	)		—			(302	)

Other income (expense)		(10	)		—			—			(18	)		—			8


Operating income (loss)		108			(73	)		(16	)		(26	)		—			223
% of revenue		10.0	%														20.6	%

Interest income (expense) net		(81	)														(81	)

Benefit (provision) for income taxes		1															(11	)¹⁾

Income (loss) from continuing operations		188			(73	)		(16	)		(26	)		172	²⁾		131

Income (loss) on discontinued operations, net of tax		13												13			—

Net (income) loss attributable to non-controlling interests		(14	)														(14	)


Net income (loss) attributable to stockholders		187			(73	)		(16	)		(26	)		185			117	³⁾

Weighted average diluted shares outstanding (in thousands):		256,589															256,589

Diluted earnings (loss) per common share attributable to stockholders		0.73															0.46

¹⁾	Cash income taxes.

²⁾	Includes: Foreign exchange gain on debt: $190 million; Other financial expense: $(8) million; Results relating to equity-accounted investees: $(22) million; and difference between book and cash income taxes: $12 million.

³⁾	Includes stock based compensation expense of $6 million.

NXP Semiconductors

Adjusted EBITDA

Table 13


($ in millions)	Q1 2011			Q4 2011			Q1 2012

Net Income		201			(173	)		(11	)
Income (loss) on discontinued operations		13			2			1

Income (loss) on continuing operations		188			(175	)		(12	)

Reconciling items to EBITDA:
Financial (income) expense		(101	)		165			73
Benefit (provision) for income taxes		(1	)		2			(5	)
Depreciation		72			78			63
Amortization		73			73			71


EBITDA		231			143			190

Results of equity-accounted investees		22			15			(1	)
Restructuring¹⁾		16			55			7
Other incidental items¹⁾		26			8			9


Adjusted EBITDA		295			221			205
Trailing twelve month adjusted EBITDA		1,108			1,094			1,004
1) Excluding depreciation property, plant and equipment related to:

Restructuring		—			4			1
Other incidental items		—			1			—

For further information, please contact:

Investors:

Jeff Palmer

jeff.palmer@nxp.com

+1 408 518 5411

Media:

Lieke de Jong-Tops

lieke.de.jong-tops@nxp.com

+31(0)40 272 5202