As filed with the Securities and Exchange Commission on March 9, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number 001-34841 NXP Semiconductors N.V. (Exact name of Registrant as specified in its charter) The Netherlands (Jurisdiction of incorporation or organization) High Tech Campus 60, Eindhoven 5656 AG, the Netherlands (Address of principal executive offices) Jean Schreurs, SVP and Senior Corporate Counsel, High Tech Campus 60, 5656 AG, Eindhoven, the Netherlands Telephone: +31 40 2728686 / E-mail: [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered Common shares—par value euro (EUR) 0.20 per share The NASDAQ Global Select Market Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Common shares—par value EUR 0.20 per share (Title of class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Class Outstanding at December 31, 2010 Ordinary shares, par value EUR 0.20 per share 250,751,500 shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one) Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other ¨ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No TABLE OF CONTENTS Page Introduction Part I Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 A. Selected Financial Data 2 B. Capitalization and Indebtedness 5 C. Reasons for the Offer and Use of Proceeds 5 D. Risk Factors 5 Item 4. Information on the Company 24 A. History and Development of the Company 24 B. Business Overview 27 C. Organizational Structure 40 D. Property, Plant and Equipment 42 Item 4A. Unresolved Staff Comments 43 Item 5. Operating and Financial Review and Prospects 43 A. Operating Results 43 B. Liquidity and Capital Resources 66 C. Research and Development, Patents and Licenses, etc. 77 D. Trend Information 78 E. Off-Balance Sheet Arrangements 79 F. Tabular Disclosure of Contractual Obligations 79 G. Safe Harbor 80 Item 6. Directors, Senior Management and Employees 82 A. Directors and Senior Management 82 B. Compensation 86 C. Board Practices 90 D. Employees 93 E. Share Ownership 93 Item 7. Major Shareholders and Related Party Transactions 94 A. Major Shareholders 94 B. Related Party Transactions 97 C. Interests of Experts & Counsel 100 Item 8. Financial Information 100 A. Consolidated Statements and Other Financial Information 100 B. Significant Changes 101 Item 9. The Offer and Listing 101 A. Offer and Listing Details 101 B. Plan of Distribution 101 C. Markets 101 D. Selling Shareholders 101 E. Dilution 102 F. Expenses of the Issue 102 Page Item 10. Additional Information 102 A. Share Capital 102 B. Memorandum and Articles of Association 102 C. Material Contracts 102 D. Exchange Controls 102 E. Taxation 102 F. Dividends and Paying Agents 116 G. Statement by Experts 116 H. Documents on Display 117 I. Subsidiary Information 117 Item 11. Quantitative and Qualitative Disclosures About Market Risk 117 Item 12. Description of Securities Other than Equity Securities 119 Part II Item 13. Defaults, Dividend Arrearages and Delinquencies 120 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 120 Item 15. Controls and Procedures 120 Item 16. A. Audit committee financial expert 121 B. Code of Ethics 121 C. Principal Accountant Fees and Services 122 D. Exemptions from the Listing Standards for Audit Committees 123 E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 123 F. Change in Registrant’s Certifying Accountant 123 G. Corporate Governance 123 Part III Item 17. Financial Statements 126 Item 18. Financial Statements 126 Item 19. Exhibits 126 GLOSSARY 130 Financial Statements Introduction This annual report 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 “Part I—Item 3. Key Information—D. Risk factors” and “Part I—Item 5. Operating and Financial Review and Prospects—G. Safe harbor”. The financial information included in this annual report is based on U.S. GAAP, unless otherwise indicated. In presenting and discussing our financial position, operating results and cash flows, management uses certain non-U.S. GAAP financial measures. These non-U.S. GAAP financial measures should not be viewed in isolation or as alternatives to the equivalent U.S. GAAP measures and should be used in conjunction with the most directly comparable U.S. GAAP measures. A discussion of non-U.S. GAAP measures included in this annual report and a reconciliation of such measures to the most directly comparable U.S. GAAP measures are contained in this annual report under “Part I—Item 5. Operating and Financial Review and Prospects—A. Operating results—Use of Certain Non-U.S. GAAP Financial Measures”. Unless otherwise required, all references herein to “we”, “our”, “us”, “NXP” and the “Company” are to NXP Semiconductors N.V. and its consolidated subsidiaries. A glossary of abbreviations and technical terms used in this annual report is set forth on page …. 1 PART I Item 1. Identity of Directors, Senior Management and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information A. Selected financial data. The following table presents a summary of our selected historical combined and consolidated financial data. We prepare our financial statements in accordance with U.S. GAAP. We have derived the selected consolidated statement of operations and other financial data for the years ended December 31, 2008, 2009 and 2010 and the selected consolidated balance sheet data as of December 31, 2009 and 2010, from our audited consolidated financial statements, included elsewhere in this annual report. We have derived the selected consolidated statement of operations and other financial data for the periods from September 29, 2006 (inception) to December 31, 2006 and the consolidated balance sheet data as of December 31, 2006 and 2007 from our audited consolidated financial statements, not included in this annual report. We have derived the selected combined statement of operations and other financial data for the period from January 1, 2006 to September 28, 2006 and the balance sheet data as of September 28, 2006, from the audited combined financial statements of the former semiconductor business of Koninklijke Philips Electronics N.V. (“Philips”) and its consolidated subsidiaries, the “predecessor”, not included in this annual report. The results of operations for prior years are not necessarily indicative of the results to be expected for any future period. Discontinued Operations On December 22, 2010, we signed a definitive agreement whereby Knowles Electronics, LLC (“Knowles Electronics”) an affiliate of Dover Corporation, will acquire our Sound Solutions business.