Mobileye N.V

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 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 001-36566 Mobileye N.V. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) The Netherlands (Jurisdiction of incorporation or organization) Har Hotzvim, 13 Hartom Street P.O. Box 45157 Jerusalem 9777513, Israel (Address of principal executive offices) Ofer Maharshak Chief Financial Officer Mobileye N.V. Har Hotzvim, 13 Hartom Street P.O. Box 45157 Jerusalem 9777513, Israel +972 2 541 7333 (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 Ordinary shares, nominal value €0.01 New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (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. 221,738,014 ordinary shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ 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. N/A Yes ☐ 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. 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 ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☐ 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. N/A ☐ 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). N/A Yes ☐ No ☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. N/A Yes ☐ No ☐ TABLE OF CONTENTS TABLE OF CONTENTS PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 ITEM 4. INFORMATION ON THE COMPANY 26 ITEM 4A. UNRESOLVED STAFF COMMENTS 51 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 52 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 75 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 90 ITEM 8. FINANCIAL INFORMATION 92 ITEM 9. THE OFFER AND LISTING 93 ITEM 10. ADDITIONAL INFORMATION 94 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ON MARKET RISK 112 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 113 PART II ITEM 13. DEFAULTS, DIVIDENDS AND DELIN QUENCIES 114 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 114 ITEM 15. CONTROLS AND PROCEDURES 114 ITEM 16. [RESERVED] 115 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTS 115 ITEM 16B. CODE OF ETHICS 115 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 115 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 115 ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 115 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 115 ITEM 16G. CORPORATE GOVERNANCE 116 PART III ITEM 17. FINANCIAL STATEMENTS 117 ITEM 18. FINANCIAL STATEMENTS 117 ITEM 19. EXHIBITS 117 i TABLE OF CONTENTS INTRODUCTION Glossary In this Annual Report on Form 20-F, unless the context otherwise requires: • References to “ Mobileye N.V. ,” “ Mobileye ,” the “ Company ,” “ we ,” “ our ,” “ ours ,” “ us ” or similar terms refer to Mobileye N.V. together with its subsidiaries. • References to “ ordinary shares ,” “ our shares ” and similar expressions refer to the Company’s ordinary shares, nominal value €0.01. • References to “ dollars ,” “ U.S. dollars ” and “ $ ” are to United States Dollars. • References to “ NIS ” are to New Israeli Shekels, the Israeli currency. • References to the “ SEC ” are to the United States Securities and Exchange Commission. • ADAS means Advanced Driver Assistance Systems. • Adaptive Cruise Control (ACC) systems automatically adjust a vehicle’s speed to maintain a safe following distance from the vehicle in front of it using cameras, radar or lidar sensors in front of the vehicle to detect the time-to-contact and distance of the vehicle ahead of it. • Adaptive High Beam Control (AHC) automatically adjusts the height of the high-beam pattern depending on traffic conditions to give the driver the maximum amount of illumination. • Autonomous Emergency Braking (AEB) avoids and/or mitigates an imminent collision with another vehicle by automatically applying the brakes to slow down the vehicle. Depending on the host car speed, the collision can be avoided or mitigated. AEB is equivalent to crash imminent braking ( CIB ), which is the term preferred by the U.S. National Highway Traffic Safety Administration ( NHTSA ). • Construction Zone Assist systems sense and measure the position of possible stationary obstacles located in the periphery of the driving path to enable automatic lateral control of the vehicle to find a “clear path” moving forward in a cluttered scene, such as a construction area. • Deep Layered Network (DLN) refers to a machine learning architecture consisting of feed-forward layers starting from the input image (or sequence of images with or without meta-data) going through operations of convolution and pooling and ending at an output layer consisting of meta-data, such as location and identity of objects in the scene. The DLN architecture’s parameters are determined through optimization over a large labeled training set. • Drivable Path Delimiter Features provide the sensing technology underlying the support of Construction Zone Assist, whose aim is to find a clear path moving forward in a cluttered scene. • Dynamic Brake Support (DBS) provides additional support when a driver has initiated insufficient brake pedal input to avoid a crash. • Forward Collision Warning (FCW) systems use cameras, radar or lidar sensors to monitor the area in front of a vehicle and alert the driver of a potential rear-end collision with another vehicle. • Free-Space Analysis is synonymous with Drivable Path Delimiter Features. • Headway Monitoring and Warning (HMW) recognizes the preceding vehicles in both the host vehicle’s lane and adjacent lanes and provides accurate time-range (range divided by host car speed) estimation for contact with the targets. • Lane Departure Warning (LDW) systems use visible lane markers to track vehicle position within a lane and issue a warning for an unintended road departure. • Lane Keeping and Support (LKS) is a steering system that provides torque overlay in cases where the host vehicle approaches the lane marker without the turn signal having been activated, both alerting the driver of a lane departure and directing the vehicle to stay in the lane. 1 TABLE OF CONTENTS • Lane Keeping Assistant (LKA) is a Lane Departure Warning ( LDW ) system in which the controller sends torque input to the steering system in order to keep the vehicle inside lane boundaries. • Level 1 autonomous driving means that most functions are controlled by a human driver; certain functions (parking assist, acceleration, and limited steering) can be done automatically by the car. • Level 2 autonomous driving means that the system controls both steering and acceleration using information about the driving environment (e.g., lane-centering and cruise control), but with the expectation that a human will perform all remaining aspects of driving; the driver can have his or her hands off the steering wheel but must monitor the “dynamic driving task” at all times.

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