F-1/A 1 df1a.htm NXP SEMICONDUCTORS N.V. AMENDMENT FILING NO 1
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`Table of Contents
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`As filed with the Securities and Exchange Commission on March 22, 2011
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`Registration No. 333-172713
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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
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`AMENDMENT NO. 1
`TO
`FORM F-1
`REGISTRATION STATEMENT
`UNDER
`THE SECURITIES ACT OF 1933
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`NXP Semiconductors N.V.
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`The Netherlands
`(State or other jurisdiction of
`incorporation or organization)
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`Not Applicable
`(I.R.S. Employer
`Identification No.)
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`(Exact name of Registrant as specified in its charter)
`3674
`(Primary Standard Industrial
`Classification Code Number)
`High Tech Campus 60
`5656 AG Eindhoven
`The Netherlands
`Tel: +31 40 2729233
`(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
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`James N. Casey
`1109 McKay Drive
`M/S 54SJ
`San Jose, CA 95131-1706
`United States
`Tel: +1 408 434 3000
`(Name, address, including zip code, and telephone number, including area code, of agent for service)
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`Copies to:
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`Nicholas J. Shaw
`Simpson Thacher & Bartlett LLP
`CityPoint
`One Ropemaker Street
`London EC2Y 9HU
`England
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`Paul Etienne Kumleben
`Davis Polk & Wardwell LLP
`99 Gresham Street
`London EC2V 7NG
`England
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`Approximate date of commencement of proposed sale to the public:
`As soon as possible after this registration statement becomes effective
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` If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
`the Securities Act of 1933, check the following box.
`If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
`following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
`offering.
`If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
`the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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`If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
`the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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`The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date
`until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
`effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become
`effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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`The information in this prospectus is not complete and may be changed. The selling stockholders may not sell the
`securities until the registration statement filed with the Securities and Exchange Commission is effective. This
`prospectus is not an offer to sell these securities and the selling stockholders are not soliciting an offer to buy these
`securities in any jurisdiction where the offer or sale is not permitted.
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`Subject to completion, dated , 2011.
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`NXP Semiconductors N.V.
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`25,000,000 Shares
`Common Stock
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`The selling stockholders identified in this prospectus, including entities affiliated with directors of our company and with members of
`our senior management, are offering all of the shares of our common stock offered hereby and will receive all of the proceeds from this
`offering. See “Principal and Selling Stockholders.”
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`Our shares of common stock are listed on the NASDAQ Global Select Market under the symbol “NXPI.” On March 11, 2011, the
`closing price of our shares of common stock as reported on the NASDAQ Global Select Market was $27.46 per share.
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`An investment in our common stock involves risks. See “Risk Factors” beginning on page 12 of this
`prospectus.
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`Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
`securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
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`Public offering price
`Underwriting discount and commissions
`Proceeds, before expenses, to the selling stockholders
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`Per share
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`Total
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`To the extent that the underwriters sell more than 25,000,000 shares of common stock, the underwriters have the option to purchase
`up to an additional 3,750,000 shares of common stock from the selling stockholders at the public offering price, less the underwriting
`discount and commissions, within 30 days of the date of this prospectus. See the section of this prospectus entitled “Underwriting.”
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`The underwriters expect to deliver the shares against payment on or about , 2011.
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`Goldman, Sachs & Co.
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`Credit Suisse
`BofA Merrill Lynch
`J.P. Morgan
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`ABN AMRO
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`HSBC
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`KKR
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`Morgan Stanley
`Barclays Capital
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` Rabobank International
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`Prospectus dated , 2011
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`Table of Contents
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`TABLE OF CONTENTS
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`1
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` 168
` F-1
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`Prospectus Summary
`Risk Factors
`Special Note Regarding Forward-Looking Statements
`Use of Proceeds
`Common Stock Price Range
`Holders
`Dividend Policy
`Capitalization
`Exchange Rate Information
`Selected Historical Combined and Consolidated Financial Data
`Management’s Discussion and Analysis of Financial Condition and Results of Operations
`Business
`Management
`Certain Relationships and Related Party Transactions
`Principal and Selling Stockholders
`Shares Eligible for Future Sale
`Description of Indebtedness
`Material Tax Considerations
`Underwriting (including Conflict of Interest)
`Legal Matters
`Experts
`Where You Can Find More Information
`Incorporation by Reference
`Glossary
`Index to Consolidated Financial Statements
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`You should rely only on the information contained in, or incorporated by reference into, this prospectus or the information
`contained in any free writing prospectus that we authorize to be delivered to you. We, the selling stockholders and the
`underwriters have not authorized anyone to provide you with additional or different information. If anyone provides you with
`additional, different or inconsistent information, you should not rely on it. The selling stockholders and the underwriters are not
`making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the
`information in, or incorporated by reference into, this prospectus or the information contained in any free writing prospectus is
`accurate only as of the date on the front cover of such prospectus, regardless of the time of delivery of such prospectus or of any
`sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date.
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`We obtained market data and certain industry data and forecasts included in this prospectus from internal company surveys, market
`research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys.
`iSuppli, Gartner Dataquest, Strategy Analytics, Datapoint Research and ABI were the primary sources for third-party industry data and
`forecasts. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been
`obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not
`independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon
`therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based upon our management’s
`knowledge of the industry, have not been independently verified. Statements as to our market position are based on the most recent data
`available to us. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and
`uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” appearing
`elsewhere in this prospectus. Where we refer to our position as the leading position, we mean we have the number 1 position; where we
`refer to our position as a leading position, we mean we have a top 2 position; where we refer to our position as a strong position, we mean
`we have a top 5 position.
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`PROSPECTUS SUMMARY
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`This summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus. The information
`set forth in this summary does not contain all the information you should consider before making your investment decision. You should
`carefully read the entire prospectus, including the section “Risk Factors” and our consolidated financial statements and related notes,
`before making your investment decision. This summary contains forward-looking statements that contain risks and uncertainties. Our
`actual results may differ significantly from future results as a result of factors such as those set forth in the sections “Risk Factors”
`and the “Special Note Regarding Forward-Looking Statements.”
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`Unless the context otherwise requires, all references herein to “we,” “our,” “us,” “NXP” and “the Company” are to NXP
`Semiconductors N.V. and its subsidiaries.
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`A glossary of abbreviations and technical terms used in this prospectus is set forth on page 168.
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`Our Company
`We are a global semiconductor company and a long-standing supplier in the industry, with over 50 years of innovation and
`operating history. We provide leading High-Performance Mixed-Signal and Standard Products solutions that leverage our deep
`application insight and our technology and manufacturing expertise in radio frequency (“RF”), analog, power management, interface,
`security and digital processing products. Our product solutions are used in a wide range of automotive, identification, wireless
`infrastructure, lighting, industrial, mobile, consumer and computing applications. We engage with leading original equipment
`manufacturers (“OEMs”) worldwide and 58% of our revenues both in 2010 and 2009 were derived from Asia Pacific (excluding
`Japan). Since our separation from Koninklijke Philips Electronics N.V. (“Philips”) in 2006, we have significantly repositioned our
`business to focus on High-Performance Mixed-Signal solutions and have implemented a redesign program (the “Redesign Program”)
`aimed at achieving a world-class cost structure and processes. As of December 31, 2010, we had approximately 24,500 full-time
`equivalent employees located in at least 30 countries, with research and development activities in Asia, Europe and the United States,
`and manufacturing facilities in Asia and Europe.
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`The NXP Solution
`We design and manufacture High-Performance Mixed-Signal semiconductor solutions to meet the challenging requirements of
`systems and sub-systems in our target markets. High-Performance Mixed-Signal solutions are an optimized mix of analog and digital
`functionality integrated into a system or sub-system. These solutions are fine-tuned to meet the specific performance, cost, power, size
`and quality requirements of applications. High-Performance Mixed-Signal solutions alleviate the need for OEMs to possess substantial
`system, sub-system and component-level design expertise required to integrate discrete components into an advanced fully functional
`system. We have what we believe is an increasingly uncommon combination of capabilities in this area—our broad range of analog
`and digital technologies, application insights and world-class process technology and manufacturing capabilities—to provide our
`customers with differentiated solutions that serve their critical requirements. Customers often engage with us early, which allows us to
`hone our understanding of their application requirements and future product roadmaps and to become an integral partner in their
`system design process.
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`Our Strengths
`We believe we have a number of strengths that create the opportunity for us to be a leader in our target markets. Some of these
`strengths include:
`•
` Market-leading products. In 2009, approximately 68% of our High-Performance Mixed-Signal sales and 80% of our
`Standard Products sales were generated by products for which we held the number one or number two market position
`based on product sales.
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` Large base of experienced High-Performance Mixed-Signal engineers and strong intellectual property portfolio. We
`have what we believe is one of the industry’s largest pools of experienced High-Performance Mixed-Signal engineers, with
`over 2,800 engineers with an average of 15 years of experience. In addition, we have an extensive intellectual property
`portfolio of approximately 14,000 issued and pending patents covering the key technologies used in our target application
`areas.
` Deep applications expertise. We have built, and continue to build, through our relationships with leading OEMs and
`through internal development efforts in our advanced systems lab, deep insight into the component requirements and
`architectural challenges of electronic system solutions in our target end-market applications, thereby enhancing our
`engagement in our customers’ product platforms.
` Strong, well-established customer relationships. We have strong, well-established relationships with almost every major
`automotive, identification, mobile handset, consumer electronics, mobile base station and lighting supplier in the world. We
`directly engage with over 1,000 customer design locations worldwide. Our top OEM customers, in terms of revenue,
`include Apple, Bosch, Continental Automotive, Delphi, Ericsson, Harman/Becker, Huawei, Nokia, Nokia Siemens
`Networks, Oberthur, Panasonic, Philips, Samsung, Sony and Visteon. We also serve over 30,000 customers through our
`distribution partners.
` Differentiated process technologies and competitive manufacturing. We focus our internal and joint venture wafer
`manufacturing operations on running a portfolio of proprietary specialty process technologies that enable us to differentiate
`our products on key performance features. By concentrating our manufacturing activities in Asia and by significantly
`streamlining our operations through our Redesign Program, we believe we have a competitive manufacturing base.
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`NXP Repositioning and Redesign
`Since our separation from Philips in 2006, we have significantly repositioned our business and market strategy. Further, in
`September 2008, we launched our Redesign Program to better align our costs with our more focused business scope and to achieve a
`world-class cost structure and processes. The Redesign Program was subsequently accelerated and expanded from its initial scope.
`Key elements of our repositioning and redesign are:
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`Our Repositioning
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` New leadership team. Nine of the twelve members of our executive management team are new to the Company or new in
`their roles since our separation from Philips in 2006, and seven of the twelve have been recruited from outside NXP.
` Focus on High-Performance Mixed-Signal solutions. We have implemented our strategy of focusing on High-
`Performance Mixed-Signal solutions because we believe it to be an attractive market in terms of growth, barriers to entry,
`relative market share, relative business and pricing stability, and capital intensity. We have exited all of our system-on-chip
`businesses over the past three years, and have significantly increased our research and development investments in the
`High-Performance Mixed-Signal applications on which we focus.
` New customer engagement strategy. We have implemented a new approach to serving our customers and have invested
`significant additional resources in our sales and marketing organizations, including hiring over 100 field application
`engineers in 2010 and 2009. We have also created “application marketing” teams that focus on delivering solutions and
`systems reference designs that leverage our broad portfolio of products.
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`Our Redesign Program
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` Streamlined cost structure. As a result of the expanded Redesign Program, approximately $794 million in annualized
`manufacturing and operating cost savings have been achieved as of December 31, 2010, compared to our annualized third
`quarter results for 2008, which was the quarter during which we contributed our wireless operations to the ST-NXP
`Wireless joint venture. These savings are primarily achieved through a combination of headcount reductions, factory
`closings and restructuring of our IT infrastructure. Through December 31, 2010, $656 million related to the accelerated and
`expanded Redesign Program and other restructuring activities have been paid.
` Leaner manufacturing base. As a part of our Redesign Program, we will have reduced the number of our front-end
`manufacturing facilities from fourteen at the time of our separation from Philips in 2006 to six by the end of 2011.
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`Our Strategy
`Our strategy is to be the leading provider of High-Performance Mixed-Signal solutions, supported by a strong Standard Products
`business, addressing our priority application areas. Key elements of this strategy are:
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` Extend our leadership in High-Performance Mixed-Signal markets. We intend to leverage our industry-leading RF,
`analog, power management, interface, security and digital processing technologies and capabilities to extend our leadership
`positions in providing High-Performance Mixed-Signal solutions for automotive, identification, wireless infrastructure,
`lighting, industrial, mobile, consumer and computing applications. Based on a combination of external and internal sources,
`we estimate that the consolidated market size of these addressed High-Performance Mixed-Signal markets was $37.7
`billion in 2010. See “Business” for a more detailed description of the size and growth of the markets that we address.
` Focus on significant, fast growing opportunities. We are focused on providing solutions that address the macro trends of
`energy efficiency, mobility and connected mobile devices, security and healthcare, as well as rapid growth opportunities in
`emerging markets given our strong position in Asia Pacific (excluding Japan), which represented 58% of our revenues both
`in 2010 and 2009, compared to a peer average of 49% of revenues in 2009. In particular, Greater China represented 37% of
`our revenues in 2010, compared to 35% of our revenues in 2009.
` Deepen relationships with our key customers through our application marketing efforts. We intend to increase our
`market share by focusing on and deepening our customer relationships, further growing the number of our field application
`engineers at our customers’ sites and increasing product development work we conduct jointly with our lead customers.
` Expand gross and operating margins. We continue to implement our comprehensive, multi-year operational improvement
`program aimed at accelerating revenue growth, expanding gross margins and improving overall profitability through better
`operational execution and streamlining of our cost structure.
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`Risks Affecting Us
`Our business is subject to numerous risks, which are highlighted in the section entitled “Risk Factors.” These risks represent
`challenges to the successful implementation of our strategy and to the growth and future profitability of our business. Some of these
`risks are:
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` The semiconductor industry in which we operate is highly cyclical.
` The semiconductor industry is highly competitive. If we fail to introduce new technologies and products in a timely
`manner, this could adversely affect our business.
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` In many of the market segments in which we compete, we depend on winning selection processes, and failure to be selected
`could adversely affect our business in those market segments.
` The demand for our products depends to a significant degree on the demand for our customers’ end products.
` The semiconductor industry is characterized by significant price erosion, especially after a product has been on the market
`for a significant period of time.
` Our substantial amount of debt could adversely affect our financial health, which could adversely affect our results of
`operations.
` Environmental and other disasters, such as flooding, large earthquakes, volcanic eruptions or nuclear or other disasters, or a
`combination thereof, such as recently experienced in Japan, may negatively impact our business. There is increasing
`concern that climate change is occurring and may cause a rising number of natural disasters.
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`Recent Developments
`Share Based Compensation Plans
`On March 9, 2011, we filed a registration statement with the Securities and Exchange Commission (the “SEC”) in relation to the
`management equity stock option plan (the “Management Equity Stock Option Plan”), the global equity incentive program (the “Global
`Equity Incentive Program”) and the long term incentive plan, which we introduced in November 2010 (the “Long Term Incentive Plan
`2010”). Following the filing of such registration statement, pursuant to our Management Equity Stock Option Plan, members of our
`management team and certain other executives will be allowed to exercise, from time to time, their vested options. The proportion of
`options available for exercise cannot exceed the proportion of the aggregate number of shares of common stock sold by our co-
`investors, including the consortium of funds advised by Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Bain Capital Partners, LLC
`(“Bain”), Silver Lake Management Company, L.L.C. (“Silver Lake”), Apax Partners LLP (“Apax”) and AlpInvest Partners N.V.
`(“AlpInvest”) and NXP Co-Investment Partners L.P. (collectively, the “Private Equity Consortium”), to the total number of shares of
`common stock owned by such co-investors. We expect that following the completion of this offering, up to 15% of the vested options
`under the Management Equity Stock Option Plan will become exercisable, subject to the applicable laws and regulations.
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`Term Loan
`On March 4, 2011, we entered into a $500 million secured term loan credit facility (the “Term Loan”) to finance general
`corporate purposes (including refinancing or repaying indebtedness). The Term Loan is available for drawing until and including April
`6, 2011 and will mature on March 4, 2017. In connection with the Term Loan, on March 7, 2011, we issued redemption notices for all
`$362 million outstanding of our 2014 Dollar Fixed Rate Secured Notes due 2014, together with $100 million of our Dollar Floating
`Rate Secured Notes and €143 million of our Euro Floating Rate Secured Notes. The redemptions will be conditional on the receipt of
`proceeds from the Term Loan, expected on or before April 6, 2011.
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`For more information on the terms and conditions of the Term Loan, see “Description of Indebtedness—Term Loan.”
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`Sound Solutions
`On December 22, 2010, we announced that we signed a definitive agreement whereby Knowles Electronics, LLC (“Knowles
`Electronics”), an affiliate of Dover Corporation, will acquire our Sound Solutions business (our “Sound Solutions Business”), a
`leading provider of speaker and receiver components for the mobile handset market. Under the terms of the agreement, Knowles
`Electronics will acquire our Sound Solutions Business for $855 million in cash, subject to regulatory approvals and customary closing
`conditions.
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`The financial results attributable to our interest in our Sound Solutions Business (formerly included in our Standard Products
`segment) have been presented as discontinued operations in the consolidated financial statements and this prospectus. The transaction
`is expected to close on or about the end of the first quarter of 2011. For more information on the sale and purchase agreement we
`signed in relation to this transaction, including the conditions precedent to closing, see “Business—Divestment of Sound Solutions.”
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`Company Information
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`We were incorporated in the Netherlands as a Dutch private company with limited liability (besloten vennootschap met beperkte
`aansprakelijkheid) under the name KASLION Acquisition B.V. on August 2, 2006, in connection with the sale by Philips of 80.1% of
`its semiconductor business on September 29, 2006, to the Private Equity Consortium (such sale being referred to in this prospectus as
`our “Formation”). For a list of the specific funds that hold our common stock and their respective share ownership, see “Principal and
`Selling Stockholders” elsewhere in this prospectus. On May 21, 2010, we converted from a Dutch private company with limited
`liability (besloten vennootschap met beperkte aansprakelijkheid) into a Dutch public company with limited liability (naamloze
`vennootschap) and changed our name from KASLION Acquisition B.V. to NXP Semiconductors N.V. On August 5, 2010, we made
`an IPO and listed on the NASDAQ Global Select Market.
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`We have one class of shares of common stock and an aggregate of 250,751,500 shares of common stock, of which 25,000,000
`are to be sold by the selling stockholders as part of this offering. The underwriters have the option to purchase up to an additional
`3,750,000 shares of common stock.
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`We are a holding company whose only material assets are the direct ownership of 100% of the shares of NXP B.V., a Dutch
`private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).
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`Affiliates of each of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated who are participating in the
`underwriting of the shares of our common stock offered pursuant to this prospectus, have indirectly through investments in private
`equity funds, including the funds that form the Private Equity Consortium, interests in less than 1% of our capital stock. In addition,
`KKR Capital Markets LLC will participate in the underwriting of the shares of our common stock offered pursuant to this prospectus.
`Funds advised by KKR hold approximately 19.19% of our capital stock and share voting control over our capital stock with other
`members of the Private Equity Consortium.
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`Our corporate seat is in Eindhoven, the Netherlands. Our principal executive office is at High Tech Campus 60, 5656 AG
`Eindhoven, the Netherlands, and our telephone number is +31 40 2729233. Our website address is www.nxp.com. The information
`contained on our website or that can be accessed through our website neither constitutes part of this prospectus nor is incorporated by
`reference herein.
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`THE OFFERING
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`Common stock offered by the selling stockholders
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`25,000,000 shares (or 28,750,000 shares if the underwriters exercise their option to
`purchase additional shares in full).
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`Option to purchase additional shares of common stock
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`The underwriters have the option to purchase a maximum of an additional
`3,750,000 shares of common stock from the selling stockholders at the public
`offering price, less the underwriting discount and commissions. The underwriters
`can exercise this option at any time within 30 days from the day of this prospectus.
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`Common stock to be outstanding immediately after this offering
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`250,751,500 shares.
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`Use of proceeds
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`Conflict of Interest
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`Dividend policy
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`The selling stockholders will receive all of the proceeds from this offering and we
`will not receive any proceeds from the sale of shares of common stock in this
`offering. See “Use of Proceeds.”
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`The selling stockholders include the members of the Private Equity Consortium,
`Kings Road Holdings IV L.P., NXP Co-Investment Partners II L.P. and NXP Co-
`Investment Partners VIII L.P. (the “Selling Co-investors”) and PPTL Investment
`LP. Some of the selling stockholders are affiliated with directors of our company
`and with members of our senior management. See “Principal and Selling
`Stockholders.”
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`Funds advised by KKR, which are affiliates of KKR Capital Markets LLC, an
`underwriter of this offering, may receive 5% or more of the expected net proceeds
`of the offering. KKR Capital Markets LLC may therefore be deemed to have a
`“conflict of interest” with us within the meaning of Rule 5121 (“Rule 5121”) of the
`Financial Industry Regulatory Authority, Inc. (“FINRA”). Therefore, this offering
`will be conducted in accordance with Rule 5121. KKR Capital Markets LLC has
`informed us that it does not intend to confirm sales to accounts over which it
`exercises discretionary authority without the prior written approval of the account
`holder.
`
`Our ability to pay dividends on our common stock is limited by the covenants of
`our Secured Revolving Credit Facility or the Forward Start Revolving Credit
`Facility, as the case may be, the Term Loan and the indentures (collectively, the
`“Indentures”) governing the terms of our euro-denominated 10% super priority
`notes due July 15, 2013 (the “Euro Super Priority Notes”), our U.S. dollar-
`denominated 10% super priority notes due July 15, 2013 (the “Dollar Super
`Priority Notes” and, together with the Euro Super Priority Notes, the “Super
`Priority Notes”), our euro-denominated floating rate senior secured notes due
`October 15, 2013 (the “Euro Floating
`
`6
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`IPR2022-00412
`Apple EX1036 Page 11
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`Table of Contents
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`Rate Secured Notes”), our U.S. dollar-denominated floating rate senior secured
`notes due October 15, 2013 (the “Dollar Floating Rate Secured Notes”), our
`U.S. dollar-denominated 7 / % senior secured notes due October 15, 2014 (the
`7 8
`“2014 Dollar Fixed Rate Secured Notes”) and our U.S. dollar-denominated 9 / %
`3 4
`senior secured notes due August 1, 2018 (the “2018 Dollar Fixed Rate Secured
`Notes” and, together with the Euro Floating Rate Secured Notes, the Dollar
`Floating Rate Secured Notes and the 2014 Dollar Fixed Rate Secured Notes, the
`“Secured Notes”), our euro-denominated 8 / % senior notes due October 15, 2015
`5 8
`(the “Euro Unsecured Notes”) and U.S. dollar-denominated 9 / % senior notes due
`1 2
`October 15, 2015 (the “Dollar Unsecured Notes” and, together with our Euro
`Unsecured Notes, the “Unsecured Notes”), and may be further restricted by the
`terms of any future debt or preferred securities. As a result, we currently expect to
`retain future earnings for use in the operation and expansion of our business and
`the repayment of our debt and do not anticipate paying any cash dividends in the
`foreseeable future. See “Dividend Policy” and “Description of Indebtedness.”
`
`NASDAQ Global Select Market symbol
`
`
`
`NXPI
`
`The number of shares of common stock that will be outstanding after this offering is calculated based on 250,751,500 shares
`outstanding as of December 31, 2010, and excludes:
`•
` 21,800,055 shares of common stock underlying stock options outstanding as of December 31, 2010, of which 18,050,123
`stock options have a weighted average exercise price of €23.30 per share (or $31.15 per share, based on the average
`exchange rate in effect on December 31, 2010) and 3,749,932 stock options at a weighted average exercise price of $13.27;
` 2,130,214 shares of common stock underlying performance and restricted share units outstanding as of December 31, 2010;
`and
` 472,742 shares of common stock issuable upon the exercise of equity rights outstanding as of December 31, 2010.
`
`•
`
`•
`
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`
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`
`RISK FACTORS
`
`Elsewhere in this prospectus, we have described several categories of risk that affect our business. These include risks
`specifically related to our business and industry, as well as a number of risks rel