/ CORRECTION - NXP Semiconductors

NEW YORK, NY -- (Marketwire) -- 10/25/12 -- In the news release, "NXP Semiconductors Reports Third Quarter 2012 Results" issued Wednesday, October 24, 2012 by NXP Semiconductors N.V. (NASDAQ: NXPI), we are advised by the company that the figure in the quote from Richard Clemmer, NXP Chief Executive Officer, should be $1,114 million rather than $1,114 billion as originally issued. Complete corrected text follows.

NXP Semiconductors Reports Third Quarter 2012 Results

NEW YORK, NY - October 24, 2012 -


                                                   Q3 2012
                                            --------------------
            Revenue                            $1,170 million
            GAAP Gross margin                       45.8%
            GAAP Operating margin                   14.4%
            GAAP Diluted earnings per share         $0.45

            Non-GAAP Gross margin                   46.3%
            Non-GAAP Operating margin               19.8%
            Non-GAAP Earnings per share             $0.56

  • Trailing twelve month adjusted EBITDA $989 million
  • Net debt reduced $76 million year-on-year to $2,880 million
  • Product revenue growth of 9 percent sequentially

NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the third quarter of 2012, ended September 30, 2012, and provided guidance for the fourth quarter 2012.

"We are pleased with our performance during the third quarter of 2012 as we delivered Product revenue of $1,114 million, a nine percent sequential increase, and nearly a fifteen percent increase from the comparable year ago period. Total NXP revenue was $1,170 million, a seven percent sequential increase, and a ten percent increase from the comparable year ago period. Our growth in the quarter was in-line with the mid-point of our tightened guidance range, a direct reflection of the company specific design opportunities we have previously highlighted. Although, over the intermediate term we believe the continued uncertainty of the macro environment may limit growth in the more cyclically exposed portions of our business. We remain committed to improving our cost and expense structure, which should result in improved free cash flow. Our strategy continues to be focused on providing unique and differentiated product solutions to enable our customers success, which over the longer-term should allow NXP to outpace the cyclical growth of the overall semiconductor market," said Richard Clemmer, NXP Chief Executive Officer.

Third Quarter 2012 Results ($ millions, except EPS, unaudited)



----------------------------------------------------------------------------

                              Q3 2012   Q2 2012   Q3 2011   Q - Q    Y - Y
                             --------  --------  --------  -------  -------

Product Revenue              $  1,114  $  1,022  $    970      9.0%    14.8%

Mfg. & Other Revenue         $     56  $     72  $     90    -22.2%   -37.8%
                             --------  --------  --------

Total Revenue                $  1,170  $  1,094  $  1,060      6.9%    10.4%

GAAP Gross Profit            $    536  $    538  $    488     -0.4%     9.8%

  Gross Profit Adjustments
   (1)                       $     (6) $     33  $    (24)

Non-GAAP Gross Profit        $    542  $    505  $    512      7.3%     5.9%

  GAAP Gross Margin              45.8%     49.2%     46.0%

  Non-GAAP Gross Margin          46.3%     46.2%     48.3%

GAAP Operating Income        $    168  $    156  $    109      7.7%    54.1%

  Operating Income
   Adjustments (1)           $    (64) $    (48) $   (101)

Non-GAAP Operating Income    $    232  $    204  $    210     13.7%    10.5%

  GAAP Operating Margin          14.4%     14.3%     10.3%

  Non-GAAP Operating Margin      19.8%     18.6%     19.8%

GAAP Net Income / (Loss)     $    115  $    (90) $    301       NM    -61.8%

  Net Income Adjustments (1) $    (27) $   (203) $    175

Non-GAAP Net Income / (Loss) $    142  $    113  $    126     25.7%    12.7%

GAAP EPS                     $   0.45  $  (0.36) $   1.21       NM    -62.8%
  EPS Adjustments (1)        $  (0.11) $  (0.81) $   0.71
Non-GAAP EPS                 $   0.56  $   0.45  $   0.50     24.4%    12.0%

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(1) Please see "Discussion of GAAP to non-GAAP Reconciliation" on page 3 of this release.

Supplemental Information ($ millions, unaudited)



----------------------------------------------------------------------------

                         Q3 2012  Q2 2012  Q3 2011 Q3 % Total  Q - Q  Y - Y
                        -------- -------- -------- ----------  -----  -----

  Automotive            $    239 $    244 $    223         20%    -2%     7%

  Identification        $    275 $    234 $    160         24%    18%    72%

  Infrastructure &
   Industrial           $    165 $    146 $    173         14%    13%    -5%

  Portable & Computing  $    222 $    179 $    170         19%    24%    31%
                        -------- -------- -------- ----------  -----  -----

High Performance Mixed
 Signal (HPMS)          $    901 $    803 $    726         77%    12%    24%

Standard Products
 (STDP)                 $    213 $    219 $    244         18%    -3%   -13%
                        -------- -------- -------- ----------  -----  -----

Product Revenue         $  1,114 $  1,022 $    970         95%     9%    15%

Manufacturing & Other   $     56 $     72 $     90          5%   -22%   -38%
                        -------- -------- -------- ----------  -----  -----

Total Revenue           $  1,170 $  1,094 $  1,060        100%     7%    10%

----------------------------------------------------------------------------

Product Revenue is the combination of revenue from the High Performance Mixed Signal (HPMS) and Standard Products (STDP) segments.

Additional Information for the Third Quarter of 2012:

  • Events subsequent to the end of the third quarter 2012:
    • On October 8, 2012, NXP completed the redemption of $202 million of its 2013 Super Priority Notes, as previously announced in a press release dated September 7, 2012.
    • On October 24, 2012, 2012, NXP has agreed with certain participating banks to extend the Secured Revolving Credit Agreement (the "RCA") entered into on April 27, 2012. The RCA is extended with approximately $155 million up to a total amount of approximately $805 million. The RCA will expire on March 1, 2017 and will be used for general corporate purposes.
  • The total debt balance at the end of the third quarter 2012 was $3,582 million, a reduction of $237 million from the $3,819 million in the prior quarter.
  • Net cash interest paid in the third quarter of 2012 was $92 million.
  • SSMC, NXP's consolidated joint-venture wafer fab with TSMC, reported third quarter 2012 operating income of $41 million, EBITDA of $53 million and a closing cash balance of $238 million.
  • Utilization in NXP wafer fabs averaged 91 percent in the third quarter 2012 compared to 79 percent in the year ago period and 92 percent in the prior quarter.

Guidance for the Fourth Quarter 2012: ($ millions, except share count and EPS) (1)


------------------------------------------------------------------

                                           Guidance Range
                                     Low        Mid        High
                                  ---------  ---------  ---------

Product Revenue                   $   1,014  $   1,048  $   1,081

  Q-Q                                    -9%        -6%        -3%

Mfg. & Other Revenue              $      45  $      45  $      45
                                  ---------  ---------  ---------

Total Revenue                     $   1,059  $   1,093  $   1,126

  Q-Q                                    -9%        -7%        -4%

Non-GAAP Gross Profit             $     491  $     507  $     524

  Non-GAAP Gross Margin                46.4%      46.4%      46.5%

Non-GAAP Operating Income         $     187  $     201  $     216

  Non-GAAP Operating Margin            17.7%      18.4%      19.2%

  Interest Expense                $      53  $      53  $      53

  Cash Taxes                      $      11  $      11  $      11

  Non-controlling Interest        $      17  $      17  $      17
                                  ---------  ---------  ---------

Non-GAAP Net Income               $     106  $     120  $     135

Ave. Diluted Shares                     253        253        253

  Non - GAAP EPS                  $    0.41  $    0.47  $    0.53

------------------------------------------------------------------

Note (1): NXP has based the guidance included in this release on judgments and estimates that management believes are reasonable given its assessment of historical trends and other information reasonably available as of the date of this release. The guidance included in this release consists of predictions only, and is subject to a wide range of known and unknown risks and uncertainties, many of which are beyond NXP's control. The guidance included in this release should not be regarded as representations by NXP that the estimated results will be achieved. Actual results may vary materially from the guidance we provide today. In relation to the use of non-GAAP financial information see the note regarding "Use of Non-GAAP Financial Information" elsewhere in this release. For the factors, risks and uncertainties to which judgments, estimates and forward-looking statements generally are subject see the note regarding "Forward-looking Statements." We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein, to reflect future events or circumstances. Considering the uncertain magnitude and variability of the foreign exchange consequences upon "PPA effects," "restructuring costs," "other incidental items" and any interest expense or taxes in future periods, management believes that GAAP financial measures are not available for NXP on a forward looking basis.

Discussion of GAAP to non-GAAP Reconciliations
In addition to providing financial information on a basis consistent with U.S. generally accepted accounting principles ("GAAP"), NXP also provides the following selected financial measures on a non-GAAP basis: (i) "non-GAAP gross profit," (ii) "non-GAAP gross margin," (iii) "non-GAAP Research and development," (iv) "non-GAAP Selling, general and administrative," (v) non-GAAP Other income," (vi) "non-GAAP operating income (loss)," (vii) "non-GAAP operating margin," (viii) "non-GAAP net income/ (loss)," (ix) "PPA effects," (x) "Restructuring costs," (xi) "Other incidental items," (xii) "non-GAAP Financial Income (expense)," (xiii) "non-GAAP Results relating to equity-accounted investees," (xiv) "non-GAAP Cash tax (expense)," (xv) "non-GAAP EPS," (xvi) "EBITDA," "adjusted EBITDA" and "trailing 12 month adjusted EBITDA" and (xvii) "net debt."

In this release, references to:

  • "non-GAAP gross profit," "non-GAAP research and development," "non-GAAP Selling, general and administrative," "non-GAAP Other income," "non-GAAP operating income (loss)" and "non-GAAP net income/ (loss)" are to NXP's gross profit, research and development, selling general and administrative, operating income and net income/ (loss) calculated on a basis consistent with GAAP, net of the effects of purchase price accounting ("PPA"), restructuring costs and certain other incidental items. "PPA effects" reflect the fair value adjustments impacting acquisition accounting and other acquisition adjustments charged to the income statement applied to the formation of NXP on September 29, 2006 and all subsequent acquisitions. "Restructuring costs" consist of costs related to restructuring programs and gains and losses resulting from divestment activities and impairment charges. "Other incidental items" consist of process and product transfer costs (which refer to the costs incurred in transferring a production process and products from one manufacturing site to another) and certain charges related to acquisitions and divestitures. "Other adjustments" include or exclude certain items that management believes provides insight into our core operating results, our ability to generate cash and underlying business trends affecting our performance.

  • "non-GAAP gross margin" and "non-GAAP operating margin" are to our non-GAAP gross profit or our non-GAAP operating income as a percentage of our sales, respectively;

  • "non-GAAP Financial Income (expense)" is the interest income or expense net of impacts due foreign exchange changes on our Euro-denominated debt, gains or losses due to the extinguishment of long-term debt and less other financial expenses deemed to be one-time in nature;

  • "non-GAAP Cash tax (expense)" is the difference between our GAAP tax provision and the cash taxes paid during the period;

  • "non-GAAP EPS" attributable to stockholders are to non-GAAP net income or loss attributable to NXP's stockholders, divided by the weighted average number of common shares outstanding during the period, adjusted for treasury shares held;

  • "EBITDA" are to NXP's earnings before interest, taxes, depreciation and amortization. "EBITDA" excludes certain tax payments that may represent a reduction in cash available to us, does not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future, does not reflect changes in, or cash requirements for, our working capital needs and does not reflect the significant financial expense, or the cash requirements necessary to service interest payments, on our debts;

  • "adjusted EBITDA" are to EBITDA after adjustments for "restructuring costs," "other incidental items" and results related to equity accounted investees.

  • "trailing 12 month adjusted EBITDA" are to adjusted EBITDA for the last 12 months from the date of this release; and

  • "net debt" is to the sum total of long and short term debt less total cash and cash equivalents, as reflected on the balance sheet.

Reconciliations of these non-GAAP measures to the most comparable measures calculated in accordance with GAAP are provided in the financial statements portion of this release in a schedule entitled "Financial Reconciliation of GAAP to non-GAAP Results (unaudited)."

NXP provides non-GAAP measures because management believes that they are helpful to understand the underlying operating and profit structure of NXP's operations, to provide additional insight as to how management assesses the performance and allocation of resources among its various segments and because the financial community uses them in its analysis of NXP's operating and/or financial performance, historical results and projections of NXP's future operating results. NXP presents "non-GAAP gross profit," "non-GAAP research and development," "non-GAAP Selling, general and administrative," "non-GAAP Other income," "non-GAAP operating income," "non-GAAP net income/ (loss)," "non-GAAP gross margin," "non-GAAP operating margin" and "non-GAAP EPS" because these financials measures are net of "PPA effects," "restructuring costs," "other incidental items," and "other adjustments" which have affected the comparability of NXP's results over the years. NXP presents "EBITDA," "adjusted EBITDA" and "trailing 12 month adjusted EBITDA" because these financials measures enhance an investor's understanding of NXP's financial performance.

Non-GAAP measures should not be considered a substitute for any information derived or calculated in accordance with GAAP, are not intended to be measures of financial performance or condition, liquidity, profitability or operating cash flows in accordance with GAAP, and should not be considered as alternatives to net income (loss), operating income or any other performance measures determined in accordance with GAAP. These non-GAAP measures can vary from other participants in the semiconductor industry. They have limitations as analytical tools and should not be considered in isolation for analysis of NXP's financial results as reported under GAAP.

Conference Call and Webcast Information
NXP will host a conference call on October 25, 2012 at 8:00 a.m. U.S. Eastern Daylight Time (2:00 p.m. Central European Time) to discuss its third quarter 2012 results and provide an outlook for the fourth quarter of 2012.

Interested parties may join the conference call by dialing 1 - 800 - 591 - 6930 (within the U.S.) or 1 - 617 - 614 - 4908 (outside the U.S.). The participant pass-code is 28306458. To listen to a webcast of the event, please visit the Investor Relations section of the NXP website at www.nxp.com/investor. The webcast will be recorded and available for replay shortly after the call concludes.

About NXP Semiconductors
NXP Semiconductors N.V. (NASDAQ: NXPI) provides High Performance Mixed Signal and Standard Product solutions that leverage its leading RF, Analog, Power Management, Interface, Security and Digital Processing expertise. These innovations are used in a wide range of automotive, identification, wireless infrastructure, lighting, industrial, mobile, consumer and computing applications. A global semiconductor company with operations in more than 25 countries, NXP posted revenue of $4.2 billion in 2011. Additional information can be found by visiting www.nxp.com.

Forward-looking Statements
This document includes forward-looking statements which include statements regarding NXP's business strategy, financial condition, results of operations, and market data, as well as any other statements which are not historical 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; the ability to successfully introduce new technologies and products; the end-market demand for the goods into which NPX's products are incorporated; the ability to generate sufficient cash, raise sufficient capital or refinance corporate debt at or before maturity; the ability to meet the combination of corporate debt service, research and development and capital investment requirements; the ability to accurately estimate demand and match manufacturing production capacity accordingly or obtain supplies from third-party producers; the access to production capacity from third-party outsourcing partners; any events that might affect third-party business partners or NXP's relationship with them; the ability to secure adequate and timely supply of equipment and materials from suppliers; the ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; the ability to form strategic partnerships and joint ventures and to successfully cooperate with alliance partners; the ability to win competitive bid selection processes to develop products for use in customers' equipment and products; the ability to successfully establish a brand identity; the ability to successfully hire and retain key management and senior product architects; and, the ability to maintain good relationships with our suppliers. In addition, this document contains information concerning the semiconductor industry and NXP's 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, NXP's market segments and product areas may develop. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition 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. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.


NXP Semiconductors
Table 1: Condensed consolidated statement of operation (unaudited)

---------------------------------------------------------------------------

($ in millions except share data)                  Three Months Ended
                                            -------------------------------
                                              Oct 2,    July 1,    Sept 30,
                                               2011       2012       2012
                                            ---------  ---------  ---------

Revenue                                     $   1,060  $   1,094  $   1,170

Cost of revenue                                  (572)      (556)      (634)
                                            ---------  ---------  ---------

Gross profit                                      488        538        536

Research and development                         (165)      (156)      (153)
Selling, general and administrative              (219)      (231)      (236)
                                            ---------  ---------  ---------
Total operating expenses                         (384)      (387)      (389)

Other income (expense)                              5          5         21
                                            ---------  ---------  ---------

Operating income (loss)                           109        156        168

Financial income (expense):
  Interest income (expense) - net                 (73)       (70)       (65)
  Foreign exchange gain (loss)                    (82)      (104)        48
  Gain (loss) on extinguishment of long
   term debt                                      (11)         -        (11)
  Other financial expense                          (8)        (4)        (5)
                                            ---------  ---------  ---------

Income (loss) before taxes                        (65)       (22)       135

Benefit (provision) for income taxes              (20)        (7)        (6)
Results relating to equity-accounted
 investees                                        (25)       (45)         2
                                            ---------  ---------  ---------

Income (loss) from continuing operations         (110)       (74)       131
Income (loss) on discontinued operations,
 net of tax                                       421          -          -
                                            ---------  ---------  ---------
Net income (loss)                                 311        (74)       131
Net (income) loss attributable to non-
 controlling interests                            (10)       (16)       (16)
                                            ---------  ---------  ---------
Net income (loss) attributable to
 stockholders                                     301        (90)       115

Earnings per share data:
Net income (loss) attributable to
 stockholders per common share

Basic earnings per common share in $
  Income (loss) from continuing operations  $   (0.48) $   (0.36) $    0.46
  Income (loss) from discontinued
   operations                               $    1.69  $       -  $       -
                                            ---------  ---------  ---------
Net income (loss)                           $    1.21  $   (0.36) $    0.46

Diluted earnings per common share in $
  Income (loss) from continuing operations  $   (0.48) $   (0.36) $    0.45
  Income (loss) on discontinued operations  $    1.69  $       -  $       -
                                            ---------  ---------  ---------
Net income (loss)                           $    1.21  $   (0.36) $    0.45

Weighted average number of shares of common
 stock (in thousands):
Basic                                         248,318    248,272    247,498
Diluted                                       248,318    248,272    253,060



NXP Semiconductors
Table 2: Condensed consolidated balance sheet (unaudited)

----------------------------------------------------------------------------

($ in millions)                                      Three Months Ended
                                               -----------------------------
                                                 Oct 2,   July 1,   Sept 30,
                                                  2011      2012      2012
                                               --------- --------- ---------

Current assets:
  Cash and cash equivalents                    $     865 $     837 $     702
  Accounts receivable - net                          413       451       470
  Other receivables                                   33        16        15
  Assets held for sale                                45        17         8
  Inventories                                        610       644       671
  Other current assets                               111        96       105
                                               --------- --------- ---------
Total current assets                               2,077     2,061     1,971

Non-current assets:
  Investments in equity-accounted investees           71        39        42
  Other non-current assets                           169       145       144
  Property, plant and equipment                    1,107     1,044     1,086
  Identified intangible assets                     1,274     1,061     1,017
  Goodwill                                         2,316     2,186     2,241
                                               --------- --------- ---------
Total non-current assets                           4,937     4,475     4,530

Total assets                                       7,014     6,536     6,501

Current liabilities:
  Accounts payable                                   532       524       549
  Liabilities held for sale                           21         5         3
  Accrued liabilities                                628       524       513
  Short-term debt                                     49        52       244
                                               --------- --------- ---------
Total current liabilities                          1,230     1,105     1,309

Non-current liabilities:
  Long-term debt                                   3,772     3,767     3,338
  Other non-current liabilities                      452       447       450
                                               --------- --------- ---------
Total non-current liabilities                      4,224     4,214     3,788

Non-controlling interests                            203       201       217
Stockholders' equity                               1,357     1,016     1,187
                                               --------- --------- ---------
Total equity                                       1,560     1,217     1,404

Total liabilities and equity                       7,014     6,536     6,501


NXP Semiconductors
Table 3: Condensed consolidated statement of cash flow (unaudited)

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($ in millions)                                    Three Months Ended
                                            -------------------------------
                                              Oct 2,    July 1,    Sept 30,
                                               2011       2012       2012
                                            ---------  ---------  ---------

Cash Flows from operating activities
Net income (loss)                           $     311  $     (74) $     131
(Income) loss from discontinued operations,
 net of tax                                      (421)         -          -
Adjustments to reconcile net income (loss):
  Depreciation and amortization                   152        139        128
  Stock-based compensation                          3         15         12
  Net (gain) loss on sale of assets                (1)         -        (19)
  (Gain) loss on extinguishment of debt            11          -         11
  Results relating to equity accounted
   investees                                       25         45         (2)
Changes in operating assets and
 liabilities:
  (Increase) decrease in trade receivables        (15)       (57)        (8)
  (Increase) decrease in inventories              (50)       (12)       (20)
  Increase (decrease) in trade payables           (15)        71         19
  (Increase) decrease in other receivables          9         18          3
  Increase (decrease) in other payables            39         18        (22)
  Changes in deferred taxes                        (3)        (5)         -
Exchange differences                               82        104        (48)
Other items                                         4          7          7
                                            ---------  ---------  ---------
Net cash provided by (used for) operating
 activities                                       131        269        192

Cash flows from investing activities:
  Purchase of identified intangible assets         (1)        (7)        (7)
  Capital expenditures on property, plant
   and equipment                                  (45)       (74)       (92)
  Proceeds from disposals of property,
   plant and equipment                              1          1          -
  Proceeds from the sale of other non-
   current financial assets                         1          -          1
  Purchase of interests in businesses               -         (2)         -
  Proceeds from sale of interests in
   businesses                                       -          -         27
                                            ---------  ---------  ---------
Net cash (used for) provided by investing
 activities                                       (44)       (82)       (71)

Cash flows from financing activities:
  Net (repayments) borrowings of short-term
   debt                                             6          1          4
  Repayments under the revolving credit
   facility                                      (600)      (330)      (200)
  Amounts drawn under the revolving credit
   facility                                         -        330          -
  Repurchase of long-term debt                   (230)         -        (59)
  Principal payments on long-term debt             (2)        (5)        (5)
  Net proceeds from the issuance of long-
   term debt                                        -          1          -
  Dividends paid to non-controlling
   interests                                        -        (39)        (1)
  Cash proceeds from exercise of stock
   options                                          -          -          6
  Purchase of treasury shares                     (57)       (37)        (3)
                                            ---------  ---------  ---------
Net cash provided by (used for) financing
 activities                                      (883)       (79)      (258)

Net cash provided by (used for) continuing
 operations                                      (796)       108       (137)

Cash flows from discontinued operations:
  Net cash provided by (used for) operating
   activities                                       -          -          -
  Net cash provided by (used for) investing
   activities                                     842        (45)         -
  Net cash provided by (used for) financing
   activities                                       -          -          -
                                            ---------  ---------  ---------
Net cash provided by (used for)
 discontinued operations                          842        (45)         -

Net cash from continuing and discontinued
 operations                                        46         63       (137)
Effect of changes in exchange rates on cash
 positions                                        (48)        (8)         2
                                            ---------  ---------  ---------
Increase (decrease) in cash and cash
 equivalents                                       (2)        55       (135)
Cash and cash equivalents at beginning of
 period                                           867        782        837
                                            ---------  ---------  ---------
Cash and cash equivalents at end of period        865        837        702
Less: cash and cash equivalents at end of
 period-discontinued operations                     -          -          -
                                            ---------  ---------  ---------
Cash and cash equivalents at end of period-
 continuing operations                            865        837        702

NXP Semiconductors
Table 4: Reconcilliation of GAAP to non-GAAP Segment Results (unaudited)

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($ in millions)                                    Three Months Ended
                                            -------------------------------
                                              Oct 2,    July 1,    Sept 30,
                                               2011       2012       2012
                                            ---------  ---------  ---------

High Performance Mixed Signal (HPMS)              726        803        901
Standard Products                                 244        219        213
                                            ---------  ---------  ---------
  Product Revenue                                 970      1,022      1,114
    Manufacturing Operations                       79         62         49
    Corporate and Other                            11         10          7
                                            ---------  ---------  ---------
Total Revenue                               $   1,060  $   1,094  $   1,170
                                            =========  =========  =========


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HPMS Revenue                                $     726  $     803  $     901
  Percent of Total Revenue                       68.5%      73.4%      77.0%
  HPMS segment GAAP gross profit                  397        465        463
    PPA effects                                   (13)        (7)        (1)
    Restructuring                                   -          -          -
    Other incidentals                               -         (2)        (1)
    Other adjustments                               -         46          -
                                            ---------  ---------  ---------
  HPMS segment non-GAAP gross profit        $     410  $     428  $     465
                                            =========  =========  =========

    HPMS segment GAAP gross margin               54.7%      57.9%      51.4%
    HPMS segment non-GAAP gross margin           56.5%      53.3%      51.6%

  HPMS segment GAAP operating profit               86        159        178
    PPA effects                                   (63)       (54)       (47)
    Restructuring                                  (1)         1          1
    Other incidentals                               1        (10)        16
    Other adjustments                                         46          -
                                            ---------  ---------  ---------
  HPMS segment non-GAAP operating profit    $     149  $     176  $     208
                                            =========  =========  =========

    HPMS segment GAAP operating margin           11.8%      19.8%      19.8%
    HPMS segment non-GAAP operating margin       20.5%      21.9%      23.1%


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Standard Products Revenue                   $     244  $     219  $     213
  Percent of Total Revenue                       23.0%      20.0%      18.2%
  Standard Products segment GAAP gross
   profit                                          90         66         73
    PPA effects                                     -          -         (1)
    Restructuring                                   -         (1)         1
    Other incidentals                               -          -          -
                                            ---------  ---------  ---------
  Standard Products segment non-GAAP gross
   profit                                   $      90  $      67  $      73
                                            =========  =========  =========

  Standard Products segment GAAP gross
   margin                                        36.9%      30.1%      34.3%
  Standard Products segment non-GAAP gross
   margin                                        36.9%      30.6%      34.3%

  Standard Products segment GAAP operating
   profit                                          42         18         22
    PPA effects                                   (14)       (13)       (13)
    Restructuring                                   -          -          -
    Other incidentals                               1         (1)         2
                                            ---------  ---------  ---------
  Standard Products segment non-GAAP
   operating profit                         $      55  $      32  $      33
                                            =========  =========  =========

    Standard Products segment GAAP
     operating margin                            17.2%       8.2%      10.3%
    Standard Products segment non-GAAP
     operating margin                            22.5%      14.6%      15.5%


---------------------------------------------------------------------------


NXP Semiconductors
Table 4: Reconcilliation of GAAP to non-GAAP Segment Results (unaudited)
 (con't)

---------------------------------------------------------------------------


($ in millions)                                    Three Months Ended
                                            -------------------------------
                                              Oct 2,    July 1,    Sept 30,
                                               2011       2012       2012
                                            ---------  ---------  ---------
Manufacturing Operations Revenue            $      79  $      62  $      49
  Percent of Total Revenue                        7.5%       5.7%       4.2%
  Manufacturing Operations segment GAAP
   gross profit                                   (12)        (3)        (2)
    PPA effects                                    (2)        (2)        (2)
    Restructuring                                  (4)         -         (1)
    Other incidentals                              (5)        (1)        (1)
                                            ---------  ---------  ---------
  Manufacturing Operations segment non-GAAP
   gross profit                             $      (1) $       -  $       2
                                            =========  =========  =========

    Manufacturing Operations segment GAAP
     gross margin                               -15.2%      -4.8%      -4.1%
    Manufacturing Operations segment non-
     GAAP gross margin                           -1.3%       0.0%       4.1%

  Manufacturing Operations segment GAAP
   operating profit                               (16)        (5)        (6)
    PPA effects                                    (6)        (6)        (5)
    Restructuring                                  (5)         -         (1)
    Other incidentals                              (5)         2         (2)
                                            ---------  ---------  ---------
  Manufacturing Operations segment non-GAAP
   operating profit                         $       -  $      (1) $       2
                                            =========  =========  =========

    Manufacturing Operations segment GAAP
     operating margin                           -20.3%      -8.1%     -12.2%
    Manufacturing Operations segment non-
     GAAP operating margin                        0.0%      -1.6%       4.1%


---------------------------------------------------------------------------

Corporate and Other Revenue                 $      11  $      10  $       7
  Percent of Total Revenue                        1.0%       0.9%       0.6%
  Corporate and Other segment GAAP gross
   profit                                          13         10          2
    PPA effects                                     -          -          -
    Restructuring                                   -          -          -
    Other incidentals                               -          -          -
                                            ---------  ---------  ---------
  Corporate and Other segment non-GAAP
   gross profit                             $      13  $      10  $       2
                                            =========  =========  =========

  Corporate and Other segment GAAP gross
   margin                                          NM         NM         NM
  Corporate and Other segment non-GAAP
   gross margin                                    NM         NM         NM

  Corporate and Other segment GAAP
   operating profit                                (3)       (16)       (26)
    PPA effects                                     -          -          -
    Restructuring                                  (1)        (2)        (4)
    Other incidentals                              (8)       (11)       (11)
                                            ---------  ---------  ---------
  Corporate and Other segment non-GAAP
   operating profit                         $       6  $      (3) $     (11)
                                            =========  =========  =========

  Corporate and Other segment GAAP
   operating margin                                NM         NM         NM
  Corporate and Other segment non-GAAP
   operating margin                                NM         NM         NM
  -------------------------------------------------------------------------


NXP Semiconductors
Table 5: Financial Reconcilliation of GAAP to non-GAAP Results (unaudited)

----------------------------------------------------------------------------


($ in millions except share data)               Three Months Ended
                                         -------------------------------
                                           Oct 2,    July 1,    Sept 30,
                                            2011       2012       2012
                                         ---------  ---------  ---------

Revenue                                  $   1,060  $   1,094  $   1,170

GAAP Gross profit                        $     488  $     538  $     536
  PPA effects                                  (15)        (9)        (4)
  Restructuring                                 (4)        (1)         -
  Other incidentals                             (5)        (3)        (2)
  Other adjustments                              -         46          -
                                         ---------  ---------  ---------
Non-GAAP Gross profit                    $     512  $     505  $     542
                                         =========  =========  =========

GAAP Gross margin                             46.0%      49.2%      45.8%

Non-GAAP Gross margin                         48.3%      46.2%      46.3%

  GAAP Research and development          $    (165) $    (156) $    (153)
    PPA effects                                  -          -          -
    Restructuring                               (1)         1          -
    Other incidentals                            -         (6)        (3)
                                         ---------  ---------  ---------
  Non-GAAP Research and development      $    (164) $    (151) $    (150)
                                         =========  =========  =========

  GAAP Selling, general and
   administrative                        $    (219) $    (231) $    (236)
    PPA effects                                (68)       (64)       (61)
    Restructuring                               (2)        (2)        (4)
    Other incidentals                           (8)       (13)       (10)
                                         ---------  ---------  ---------
  Non-GAAP Selling, general and
   administrative                        $    (141) $    (152) $    (161)
                                         =========  =========  =========

  GAAP Other income (expense)            $       5  $       5  $      21
    PPA effects                                  -          -          -
    Restructuring                                -          1          -
    Other incidentals                            2          2         20
                                         ---------  ---------  ---------
  Non-GAAP Other income (expense)        $       3  $       2  $       1
                                         =========  =========  =========

GAAP Operating income (loss)             $     109  $     156  $     168
  PPA effects                                  (83)       (73)       (65)
  Restructuring                                 (7)        (1)        (4)
  Other incidentals                            (11)       (20)         5
  Other adjustments                              -         46          -
                                         ---------  ---------  ---------
Non-GAAP Operating income (loss)         $     210  $     204  $     232
                                         =========  =========  =========

GAAP Operating margin                         10.3%      14.3%      14.4%

Non-GAAP Operating margin                     19.8%      18.6%      19.8%

GAAP Financial income (expense)          $    (174) $    (178) $     (33)
  Foreign exchange gain (loss) on debt         (82)      (104)        48
  Gain (loss) on extinguishment of long
   term debt                                   (11)         -        (11)
  Other financial expense                       (8)        (4)        (5)
                                         ---------  ---------  ---------
Non-GAAP Financial income (expense)      $     (73) $     (70) $     (65)
                                         =========  =========  =========

GAAP Income tax benefit (provision)      $     (20) $      (7) $      (6)
  Other adjustments                            (19)        (2)         3
                                         ---------  ---------  ---------
Non-GAAP Cash tax (expense)              $      (1) $      (5) $      (9)
                                         =========  =========  =========

GAAP Results relating to equity-
 accounted investees                     $     (25) $     (45) $       2
  Other adjustments                            (25)       (45)         2
                                         ---------  ---------  ---------
Non-GAAP Results relating to equity-
 accounted investees                     $       -  $       -  $       -
                                         =========  =========  =========

GAAP Income (loss) from continuing
 operations                              $    (110) $     (74) $     131
  PPA effects                                  (83)       (73)       (65)
  Restructuring                                 (7)        (1)        (4)
  Other incidentals                            (11)       (20)         5
  Other adjustments                           (145)      (109)        37 (1)
                                         ---------  ---------  ---------
Non-GAAP Income (loss) from continuing
 operations                              $     136  $     129  $     158
                                         =========  =========  =========

GAAP Income (loss) on discontinued
 operations - net of tax                 $     421  $       -  $       -
  Other adjustments                            421          -          -
                                         ---------  ---------  ---------
Non-GAAP Income (loss) from discontinued
 operations                              $       -  $       -  $       -
                                         =========  =========  =========

GAAP Net income (loss) attributable to
 stockholders                            $     301  $     (90) $     115
  PPA effects                                  (83)       (73)       (65)
  Restructuring                                 (7)        (1)        (4)
  Other incidentals                            (11)       (20)         5
  Other adjustments
                                               276       (109)        37 (1)
                                         ---------  ---------  ---------
Non-GAAP Net income (loss) attributable
 to stockholders                         $     126  $     113  $     142 (2)
                                         =========  =========  =========

GAAP Weighted average shares - diluted     248,318    248,272    253,060
  Non-GAAP Adjustment                        3,152      5,115          -
                                         ---------  ---------  ---------
Non-GAAP Weighted average shares -
 diluted                                   251,470    253,387    253,060
                                         =========  =========  =========

GAAP Diluted net income (loss)
 attributable to stockholders per share  $    1.21  $   (0.36) $    0.45
Non-GAAP Diluted net income (loss)
 attributable to stockholders per share  $    0.50  $    0.45  $    0.56

----------------------------------------------------------------------------

(1) Includes: Foreign exchange gain on debt: $48 million; Other
 financial expense: $(16) million; Results relating to equity-accounted
 investees: $2 million; and difference between book and cash income
 taxes: $3 million.

(2) Includes stock based compensation expense of $12 million.

NXP Semiconductors
Table 6: Adjusted EBITDA (unaudited)

---------------------------------------------------------------------------

($ in millions)                                    Three Months Ended
                                            -------------------------------
                                              Oct 2,    July 1,    Sept 30,
                                               2011       2012       2012
                                            ---------  ---------  ---------

Net Income                                  $     311  $     (74) $     131
  Income (loss) on discontinued operations        421          -          -
                                            ---------  ---------  ---------
Income (loss) from continuing operations    $    (110) $     (74) $     131
                                            =========  =========  =========

Reconciliing items to EBITDA
  Financial (income) expense                      174        178         33
  Benefit (provision) for income taxes             20          7          6
  Depreciation                                     68         62         59
  Amortization                                     84         77         69
                                            ---------  ---------  ---------
EBITDA                                      $     236  $     250  $     298
                                            =========  =========  =========

Reconciling items to adjusted EBITDA
  Results of equity-accounted investees            25         45         (2)
  Restructuring 1)                                  7          1          3
  Other incidental items 1)                        11         19         (5)
  Other adjustments                                 -        (46)         -
                                            ---------  ---------  ---------
Adjusted EBITDA                             $     279  $     269  $     294
                                            =========  =========  =========

Trailing twelve month adjusted EBITDA       $   1,173  $     974  $     989

---------------------------------------------------------------------------

  1) Excluding depreciation property, plant
   and equipment related to:

    Restructuring                                   -          -          1
    Other incidental items                          -          1          -

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