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
June 14, 2016
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 contains NXP Semiconductors N.V.’s Investor’s presentation dated June 14, 2016 entitled: “NXP Semiconductors Divestiture of Standard Products Conference Call”.
Exhibits
| 1. | Investor’s presentation dated June 14, 2016 entitled: “NXP Semiconductors Divestiture of Standard Products Conference Call”. |
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 14th day of June 2016.
| NXP Semiconductors N.V. |
| /s/ D. Durn |
| D. Durn, CFO |
NXP SEMICONDUCTORS Divesture of Standard Products Conference Call
JUNE 14, 2016
LEGAL NOTICE
This
document has been prepared by NXP Semiconductors N.V. (“ NXP” ) solely for informational purposes. The presentation includes the following slides, the oral presentation of the slides by NXP or any person on its behalf, any
question-and-answer session that follows the oral presentation, hard copies of this document and anymaterialsdistributed at, or in connection with the presentation (collectively, the “ Presentation” ). Byattending the meeting at which the
Presentation is made, or byreading the Presentation, you will be deemed to have (i) agreed to all of the following restrictions and made the following undertakings and (ii)acknowledged that you understand the legal and regulatory sanctions
attached to the misuse, disclosure or improper circulation of the Presentation.
Information relating to markets, market size, market share, market position, growth
rates and other industry data contained in the Presentation relating to our industry and business is partly based on our estimates and is provided solely for illustrative purposes. We have also compiled, extracted and reproduced market or other
industry data from external sources, including third parties or industry or general publications. Any such information contained in the Presentation has not been independently verified and no representation or warranty, express or implied, is made
as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions expressed herein. None of NXP, the companies in the NXP group or any of their respective directors, officers, employees,
agents or any other person shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of the Presentation or its contents or otherwise arising in connection with the Presentation. The information and
opinions contained in this Presentation do not purport to be comprehensive, are provided as at the date of the document and are subject to change without notice. While we believe our internal estimates to be reasonable, theyhave not been verified by
anyindependent sources, and we cannot assure you as to their accuracy or that other persons would agree with our calculations and estimates. The industry and market data included in the Presentation may be subject to significant uncertainty due to
differing definitions of the relevant markets described, as well as the other uncertainties. NXP is not under any obligation to update or keep current the information contained in the Presentation.
Non-GAAP Financial Measures
In addition to providing financial information on a basis
consistent with U.S. generally accepted accounting principles (“ GAAP” ), the Presentation also contains the following selected financial measures on a non-GAAP basis: (i) Gross profit, (ii) Gross margin, (iii) Research and
development, (iv) Selling, general and administrative, (v) Other income, (vi) Operating income (loss), (vii) Operating margin, (viii) Financial Income (expense), (ix) Cash tax expense, (x) Results relating to
equity-accounted investees, (xi) Net income (loss), (xii) Net income (loss) attributable to stockholders, (xiii) Weighted average shares diluted, (xiv) Diluted net income (loss) attributable to stockholders per share,
(xv) EBITDA, adjusted EBITDA and trailing 12 month adjusted EBITDA, and (xvi) non-GAAP free cash flow. The non-GAAP information excludes the amortization of acquisition related intangible assets, the purchase accounting effect on inventory
and property, plant and equipment, merger related costs (including integration costs), certain items related to divestitures, share-based compensation expense, restructuring and asset impairment charges, process and product transfer costs, non-cash
interest expense on convertible notes, extinguishment of debt, changes in the fair value of the warrant liabilityprior to January 1, 2016, foreign exchange gains and losses and the non-cash impact on income tax expense.
Management does not believe that theseitems are reflective of the Company sunderlying performance. The presentation of these and other similaritems in NXP s non-GAAPfinancial
results shouldnot be interpreted as implying that these items are non-recurring, infrequent or unusual. NXP believes this non-GAAP financial information provides additional insight into the combined business of NXP since its merger with Freescale as
well as the Company s on-going performance and has therefore chosen to provide this information to investors for a more consistent basis of comparison and to help them evaluate the results of the Company s on-going operations and enable more
meaningful period to period comparisons. These non-GAAP measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Reconciliations of these non-GAAP measures
to the most comparable measures calculated in accordance with GAAPare provided inthe financial statements portion of the quarterly earnings releases ina schedule entitled “ Financial Reconciliation of GAAPto non-GAAP Results (unaudited).”
Forward-Looking Statement
Thispresentationincludesforward-lookingstatementswhich includestatementsregarding our businessstrategy, financialcondition,resultsofoperations,andmarketdata,as
well asanyother statements which arenothistorical 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, our ability to successfully introduce new technologies and products, the demand for the goods into which our products are
incorporated, our ability to generatesufficientcash,raisesufficientcapital orrefinanceour debtat or beforematuritytomeetbothour debtserviceandresearchanddevelopment andcapitalinvestmentrequirements,our abilitytoaccuratelyestimatedemandand matchour
productioncapacityaccordinglyor obtainsupplies from third-partyproducers, our access to production from third-partyoutsourcing partners,andanyeventsthatmight affect their businessor ourrelationship with them,our abilityto secure adequate and
timelysupplyof equipment andmaterials from suppliers, our abilityto avoid operationalproblemsand product defectsand, if such issues were to arise, torectifythem quickly, our abilityto form strategic partnerships and joint ventures and successfully
cooperate with our alliance partners, our ability to win competitive bid selection processes to develop products for use in our customers equipment and products, our ability to successfully establish a brand identity, our ability to successfully
hire and retain key management and senior product architects; and, our ability to maintain good relationships with our suppliers. In addition, this document contains information concerning the semiconductor industry and our 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, our market segments and product areas will develop. We have based these assumptions on information
currentlyavailable to us, if anyone or more of these assumptions turn out to be incorrect, actual market results maydiffer from those predicted. While we do not know what impact any such differences may have on our business, if there are such
differences, our future results of operations and financial condition, and the market price of the notes, 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; and, except for any ongoing obligation to disclose material information as required by the United States federal securities laws, we do not have any intention or obligation to publicly update or
revise any forward-looking statements after we distribute this document, whether to reflect anyfuture events or circumstances or otherwise. For a discussion of potentialrisksand uncertainties, pleaserefer to the risk factors listed in our SEC
filings.Copies of our filings areavailable from our Investor Relations department or from the SECwebsite, www.sec.gov.
NoOffer or Solicitation
The Presentation does not constitute or form part of, and should not be construed as, an offer to sell or issue, or the solicitation of an offer to purchase, subscribe to or
acquire, securities of NXP, or an inducement to enter into investment activity in the United States or in any other jurisdiction in which such offer, solicitation, inducement or sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of such jurisdiction. Nopart of this Presentation, nor the fact of its distribution, should form the basis of, or be relied onin connection with, any contract or commitment or investment
decision whatsoever.
The Presentation is not for publication, release or distribution in any jurisdiction where such publication, release or distribution would
constitute a violation of the relevant laws of such jurisdiction, nor should it be taken or transmitted into such jurisdiction.
1
Secure Connections for the Smarter World
Everything Everything Everything
Smart Connected Secure
40B+ devices with 1B+ additional consumers online, Potential economy savings
intelligence
shipped in 2020 30B+ connected devices up to half trillion dollars
Processing Connectivity Security
Automotive Industrial Connected Devices IoT
| 2 |
Transaction Summary
General Terms and Consideration
Total sale consideration of $2.75B, all cash
transaction;
Buyers are Jianguang Asset Management Co. Ltd (“ JAC Capital” ) and Wise Road Fund (“ Wise Road” );
Gain on sale of asset to create a net tax liability of approximately $450M, with payment to be spread over 2017;
Normal working capital adjustments to be calculated at time of closure;
Standard
Product-focused front end and back end facilities will be transferred;
All relevant patents and intellectual property associated with the Standard Products
business to be transferred;
Approximately 11K employees to join new entity.
Approval Process
NXP Board of Directors, JAC Capital and Wise Road have
unanimously approved the transaction;
Normal regulatory approvals and consultations in various jurisdictions.
Timing of Transaction Close
Anticipate closure no sooner that the first quarter 2017, subject
to customary closing conditions;
Expectations for ongoing Manufacturing Service Agreement post close of transaction;
At close Standard Products business will be renamed Nexperia, which will be headquartered in Nijmegen, the NL;
Anticipate Net Debt/TTM Adjusted EBITDA Leverage <=2x upon closing of transaction.
| 3 |
Divestures Increases Focus as HPMS Market Leader
NXP Combined Non-GAAP 2015
Adjusted Revenue ~$9.8B
Prior STDP Divesture *
NXP Combined Non-GAAP 2015
Adjusted Revenue ~ $8.6B
Post STDP Divesture *
Auto Auto
32% Corp & Other 37% Corp 2% & Other
2%
STDP SIS
13% 12%
SCD
23% SIS
10% SCD SI&I
SI&I 26% 23%
20%
* Note: Combined Non-GAAP Adjusted 2015 Revenue is the combined consolidated revenue of NXP and Freescale for the year-ended December 31, 2015. The information excludes the
divestment of previously announced businesses and the creation of joint-ventures. Please refer to the NXP Historic Financial Model file found on the Financial
4
Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative toour Non-GAAP Financial Measures.
No Significant Change to End Market Exposure
NXP Combined Non-GAAP 2015 Adjusted NXP Combined Non-GAAP 2015 Adjusted Product Revenue by End-market Exposure Product Revenue by End-market Exposure Prior STDP Divesture * Post
STDP Divesture *
Automotive Automotive
41% 41%
Industrial Industrial
Computing 2% & Other Computing 1% & Other
24% 25%
Consumer Consumer
7% 6%
Comm. Comm.
Infra. Mobile Infra. Mobile
11% 15% 12% 15%
* Note: Combined Non-GAAP 2015 Adjusted Product Revenue is the combined consolidated revenue of NXP and Freescale for the year ended December 31, 2015. The information
excludes the divestment of previously announced businesses and the creation of joint-ventures. Please refer to the NXP Historic Financial Model file found on the
5
Financial Information page of the Investor Relations section of our website at www.nxp.com/investor for additional information relative to our Non-GAAP Financial Measures.
Update to NXP Non-GAAP Financial Model Post Divestiture
Long term Model 2016E 2019E As of April 28, Pro Forma at
2016 Transaction Close
Focused Market Growth(1) 3—4% 3—4%
NXP Growth(1) 5—7%
5—7%
Non-GAAP Gross Margin 51—55% 53—57%
R&D 13—15%
14—16%
SG&A 6—8% 6—8%
Non-GAAP EBIT Margin 30—33%
31—34%
Non-GAAP EPS Growth(1) ~15%+ ~15%+
Non-GAAP Adjusted EBITDA 2019E
$4B+ $3.7B+
| 6 | (1) 3 Year CAGR 2016E-2019E |
Update to NXP Non-GAAP Financial Model Post Divesture
HPMS NXP Analyst Day 2016 Modeling Assumptions
NXP growth >1.5x industry
Non-GAAP 54—58% 53—57% Significant margin improvement
GM% R&D investment driving
future growth
Additional metrics
Non-GAAP Cash tax per quarter
R&D% 14—16% 14—16%
Cash Tax
2016 $20M
Non-GAAP 6—8% 6—8% 2017 $35—$40M
SG&A% 2018 10%
2019 12%
Non-GAAP 32—35% 31—34% SBC / year
EBIT% 2016E/19E: ~$350M / ~$275M
Capex: ~5% of revenue
| 7 |
NXP Secure connections for a smarter world