Cover and table of contents

20-F 1 nxpi-20f_20181231.htm 20-F

As filed with the Securities and Exchange Commission on March 1, 2019

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

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

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 Chief Corporate Counsel, High Tech Campus 60, 5656 AG, Eindhoven, the Netherlands

Telephone: +31 40 2728686 / E-mail: jean.schreurs@nxp.com

(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

(Title of class)

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, 2018
Ordinary shares, par value EUR 0.20 per share		328,702,719 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. ☐ 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 every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐		Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 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 ☒ No

TABLE OF CONTENTS

				Page
Introduction				1
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		4
		C. Reasons for the Offer and Use of Proceeds		5
		D. Risk Factors		5
Item 4.		Information on the Company		18
		A. History and Development of the Company		18
		B. Business Overview		19
		C. Organizational Structure		26
		D. Property, Plant and Equipment		28
Item 4A.		Unresolved Staff Comments		28
Item 5.		Operating and Financial Review and Prospects		28
		A. Operating Results		31
		B. Liquidity and Capital Resources		37
		C. Research and Development, Patents and Licenses, etc.		42
		D. Trend Information		43
		E. Off-Balance Sheet Arrangements		44
		F. Tabular Disclosure of Contractual Obligations		44
		G. Safe Harbor		44
Item 6.		Directors, Senior Management and Employees		45
		A. Directors and Senior Management		45
		B. Compensation		48
		C. Board Practices		54
		D. Employees		56
		E. Share Ownership		56
Item 7.		Major Shareholders and Related Party Transactions		57
		A. Major Shareholders		57
		B. Related Party Transactions		57
		C. Interests of Experts and Counsel		57
Item 8.		Financial Information		57
		A. Consolidated Statements and Other Financial Information		57
		B. Significant Changes		57
Item 9.		The Offer and Listing		57
		A. Offer and Listing Details		57
		B. Plan of Distribution		58
		C. Markets		58
		D. Selling Shareholders		58
		E. Dilution		58
		F. Expenses of the Issue		58
Item 10.		Additional Information		58
		A. Share Capital		58
		B. Memorandum and Articles of Association		58
		C. Material Contracts		58
		D. Exchange Controls		59
		E. Taxation		59
		F. Dividends and Paying Agents		64
		G. Statement by Experts		64
		H. Documents on Display		64
		I. Subsidiary Information		64
Item 11.		Quantitative and Qualitative Disclosures About Market Risk		64
Item 12.		Description of Securities Other than Equity Securities		65

				Page
Part II
Item 13.		Defaults, Dividend Arrearages and Delinquencies		66
Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds		66
Item 15.		Controls and Procedures		66
Item 16.		A. Audit Committee Financial Expert		66
		B. Code of Ethics		67
		C. Principal Accountant Fees and Services		67
		D. Exemptions from the Listing Standards for Audit Committees		68
		E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers		68
		F. Change in Registrant’s Certifying Accountant		68
		G. Corporate Governance		69
		H. Mine Safety Disclosures		70
Part III
Item 17.		Financial Statements		71
Item 18.		Financial Statements		71
Item 19.		Exhibits		72
GLOSSARY				75
Financial Statements				F-1

Introduction

This Annual Report on Form 20-F for the fiscal year ended December 31, 2018 (the “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.D. Risk Factors and Part I, Item 5.G. Safe Harbor.

The financial information included in this Annual Report is based on United States Generally Accepted Accounting Principles (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 set forth under “Use of Certain Non-U.S. GAAP Financial Measures” contained in this Annual Report under Part I, Item 5.A. Operating Results.

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 76.

This Annual Report includes market data and certain other statistical information and estimates that are based on reports and other publications from industry analysts, market research firms, and other independent sources, as well as management’s own good faith estimates and analyses. NXP believes these third-party reports to be reputable, but has not independently verified the underlying data sources, methodologies or assumptions. The reports and other publications referenced are generally available to the public and were not commissioned by NXP. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information.

PART I