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

~~August~~November 2719, 2010

Commission File Number: 333-142287

NXP B.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 the ~~final~~ quarterly report of ~~the~~ NXP ~~group~~B.V. (the “Company”) for the three months ended ~~July~~ October 43, 2010, as furnished to the holders of the Company’s debt securities.

~~Exhibits~~Exhibit 1. Quarterly report of ~~the~~ NXP ~~Group~~Semiconductors ~~for the 2nd quarter ended July 4, 2010.~~Group

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 ~~27th~~19th day of ~~August~~November 2010.

NXP B.V. /s/ K.-H. Sundström K.-H. Sundström, ~~CFO~~(Chief Financial Officer)

Exhibit 1

NXP B.V.

INTERIM REPORT

~~FINANCIAL POSITION~~ NXP B.V.

PERIOD ENDED ~~JULY~~OCTOBER 43, 2010

November 19, 2010

Forward-looking statements

This document includes forward-looking statements which include statements regarding our 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, our ability to successfully introduce new technologies and products, the demand for the goods into which our products are incorporated, our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before maturity to meet both our debt service and research and development and capital investment requirements, our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers, our access to production from third-party outsourcing partners, and any events that might affect their business or our relationship with them, our ability to secure adequate and timely supply of equipment and materials from suppliers, our ability to avoid operational problems and product defects and, if such issues were to arise, to rectify them quickly, our ability to 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 currently available to us, if any one or more of these assumptions turn out to be incorrect, actual market results may differ 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 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 filings are available from our Investor Relations department or from the SEC website, www.sec.gov.

Use of fair value measurements

In presenting the NXP Group’s financial position, fair values are used for the measurement of various items in accordance with the applicable accounting standards. These fair values are based on market prices, where available, and are obtained from sources that we consider to be reliable. Users are cautioned that these values are subject to changes over time and are only valid as of the balance sheet date. When a readily determinable market value does not exist, we estimate fair values using valuation models which we believe are appropriate for their purpose. These require management to make significant assumptions with respect to future developments which are inherently uncertain and may therefore deviate from actual developments. In certain cases independent valuations are obtained to support management’s determination of fair values.

Use of non-U.S. GAAP information

In presenting and discussing the NXP Group’s 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 as alternatives to the equivalent U.S. GAAP measure(s) and should be used in conjunction with the most directly comparable U.S. GAAP measure(s).

A discussion of the non-U.S. GAAP measures included in this document and a reconciliation of such measures to the most directly comparable U.S. GAAP measure(s) are contained in this document.

Table of Contents

	Page
Basis of Presentation	3	3
Company	3
The Company		4
Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction	4
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Three Months ended July 4, 2010 compared to Three Months ended June 28, 2009 for the Group	8
Introduction		5
Three Months ended July 4, 2010 compared to Three Months ended June 28, 2009 by Segment	12
Revenue and operating income (loss)		8
Three Months ended July 4, 2010 compared to Three Months ended April 4, 2010 for the Group	15
Net income (loss)		11
Three Months ended July 4, 2010 compared to Three Months ended April 4, 2010 by Segment	18
Employees		13
Six Months ended July 4, 2010 compared to Six Months ended June 28, 2009 for the Group	21
Liquidity and Capital Resources		14
Six Months ended July 4, 2010 compared to Six Months ended June 28, 2009 by Segment	25
Contractual Obligations		16
Employees	27
Off-balance Sheet Arrangements		16
Liquidity and Capital Resources	28
Subsequent events		16
Contractual Obligations	29
Outlook		16
Off-balance Sheet Arrangements	29
Interim consolidated financial statements:
Subsequent Events	29
Interim consolidated statements of operations and comprehensive income for the three and nine months ended October 3, 2010 and September 27, 2009 (unaudited)		17
Outlook	30
Interim consolidated balance sheets as of October 3, 2010 (unaudited) and December 31, 2009 (audited)		18
Interim consolidated financial statements:
Interim consolidated statements of cash flows for the three and nine months ended October 3, 2010 and September 27, 2009 (unaudited)		19
Interim consolidated statements of operations and comprehensive income for the three and six months ended July 4, 2010 and June 28, 2009 (unaudited)	31
Interim consolidated statements of changes in equity for the nine months ended October 3, 2010 (unaudited)		21
Interim consolidated balance sheets as of July 4, 2010 (unaudited) and December 31, 2009 (audited)	32
Supplemental Guarantor information		22
Interim consolidated statements of cash flows for the three and six months ended July 4, 2010 and June 28, 2009 (unaudited)	33
Interim consolidated statements of changes in equity for the six months ended July 4, 2010 (unaudited)	35
Information by segments	36
Main countries	37
Supplemental Guarantor information	38


		[-2]

Basis of Presentation

This financial report of NXP B.V. (“we”, “NXP” or the “Company”) contains interim consolidated financial statements as of and for the three and ~~six~~nine months ended ~~July~~October 43, 2010 and ~~June~~September 2827, 2009 which are unaudited. The December 31, 2009 amounts included herein are derived from the audited consolidated financial statements, as presented in NXP’s Annual Report 2009, dated March 3, 2010.

Amounts previously reported in the consolidated balance sheet as of December 31, 2009 and the statements of operations for the three and ~~six~~nine months ended ~~June~~September 2827, 2009, have been adjusted to correct immaterial offset errors infor ~~the~~current ~~balance sheet~~ and ~~currency~~deferred ~~translation adjustments within income~~ tax ~~expense~~balances, in the ~~statement~~application of currency ~~operations.~~translation ~~These~~ adjustments ~~are~~related ~~set~~to ~~out~~the inprovision afor ~~separate~~income ~~table~~taxes ~~under~~and the ~~Introduction~~application of ~~the~~functional ~~Management’s~~currency ~~Discussion~~to certain intangible assets and ~~Analysis~~goodwill ofrecorded ~~Financial~~in ~~Condition~~conjunction ~~and~~with ~~Results~~certain ofbusiness ~~Operations~~combinations. ~~(Adjustments~~These toadjustments ~~previously~~are ~~reported~~set ~~financial~~out ~~statements).~~in the table on page 7.

The ~~second~~third fiscal quarters of 2010 and 2009 both consisted of 91 days and ended on ~~July~~October 43, 2010 and ~~June~~ September 2827, 2009, respectively.

The preparation of the interim consolidated financial statements in conformity with ~~generally~~US GAAP, besides ~~accepted~~the ~~accounting~~exclusion ~~principles~~of ~~accepted~~condensed innotes to the ~~United~~ ~~States~~consolidated offinancial ~~America (“U.S. GAAP”)~~statements, requires management to make certain estimates and ~~judgments~~assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting period. Actual results could differ from those estimates.

These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in NXP’s Annual Report 2009.

In the opinion of management, the interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in the Annual Report necessary for the fair presentation of the Company’s financial position at ~~July~~October 43, 2010 and results of operations and cash flows for the three and ~~six~~nine months ended ~~July~~ October 43, 2010 and ~~June~~ September 2827, 2009. This includes all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position.

The results of operations for the three and ~~six~~nine months ended ~~July~~October 43, 2010 are not necessarily indicative of the operating results to be expected for the full year.

Our significant accounting policies are also disclosed in the financial statements incorporated in NXP’s Annual Report 2009, under note 2 “Significant accounting policies and new standards after 2009”.

Furthermore, this ~~interim~~ report contains a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the three and ~~six~~nine months ended ~~July~~October 43, 2010 compared to the same period ended ~~June~~September 2827, 2009 ~~and for the three months ended July 4, 2010 compared to the three months ended April 4, 2010~~.

Company

NXP B.V. (the “Company” or “NXP”) is the parent company of the NXP Group (the “NXP Group” or the “Group”), which provides leading High-Performance Mixed-Signal and Standard Products solutions that leverages application insight and technology and manufacturing expertise in radio frequency, analog, power management, interface, security and digital processing products. NXP’s product solutions are used in a wide range of automotive, identification, wireless infrastructure, lighting, industrial, mobile, consumer and computing applications. The Company headquarters are in the Netherlands. NXP B.V., in its current form, was established on September 29, 2006, when Koninklijke Philips Electronics N.V. (“Philips”) sold 80.1% of its semiconductors businesses to a consortium of private equity investors (the Private Equity Consortium) in a multi -step transaction. In order to carry out this transaction, Philips transferred 100% of its semiconductor businesses (with over 50 years of innovation and operating history) to NXP B.V. on September 28, 2006. Subsequently, on September 29, 2006, all of the issued and outstanding shares of NXP B.V. were acquired by NXP Semiconductors N.V. (formerly KASLION Acquisition B.V.), an acquisition vehicle formed by the Private Equity Consortium and Philips.

We refer to this multi-step transaction as the “Formation”.

[-3]

The Company

NXP B.V. (the “Company” or “NXP”) is the parent company of the NXP Group (the “NXP Group” or the “Group”), which provides leading High-Performance Mixed-Signal and Standard Products solutions that leverages application insight and technology and manufacturing expertise in radio frequency, analog, power management, interface, security and digital processing products. NXP’s product solutions are used in a wide range of automotive, identification, wireless infrastructure, lighting, industrial, mobile, consumer and computing applications. The Company headquarters are in the Netherlands. NXP B.V., in its current form, was established on September 29, 2006, when Koninklijke Philips Electronics N.V. (“Philips”) sold 80.1% of its semiconductor businesses to a consortium of private equity investors (the Private Equity Consortium) in a multi-step transaction. In order to carry out this transaction, Philips transferred 100% of its semiconductor businesses (with over 50 years of innovation and operating history) to NXP B.V., on September 28, 2006. Subsequently, on September 29, 2006, all of the issued and outstanding shares of NXP B.V. were then acquired by NXP Semiconductors N.V. (formerly KASLION Acquisition B.V.), an acquisition vehicle formed by the Private Equity Consortium and Philips. We refer to this multi-step transaction as the “Formation”.

At the time of the Formation, NXP Semiconductors N.V. was called KASLION Acquisition B.V., a Dutch private company with limited liability. On May 21, 2010, KASLION Acquisition B.V. converted into a public company with limited liability (naamloze vennootschap) and changed its name to NXP Semiconductors N.V. In September 2010, NXP Semiconductors N.V. contributed the net proceeds from its IPO amounting to $450 million to NXP B.V. as a capital contribution, in order to improve NXP’s capital structure by repaying a portion of long-term indebtedness.

[-4]

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read together with the consolidated financial statements included elsewhere in this document. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements.

Introduction

Basis of Presentation

New Segments

On January 1, 2010, we reorganized our prior segments into four reportable segments in compliance with FASB ASC Topic 280 ~~(formerly SFAS 131)~~. We have two market-oriented business segments, High-Performance Mixed-Signal (“HPMS”) and Standard Products, and two other reportable segments, Manufacturing Operations and Corporate and Other.

•

Our High-Performance Mixed-Signal businesses deliver High-Performance Mixed-Signal solutions to our customers to satisfy their system and sub systems needs across eight application areas: automotive, identification, mobile, consumer, computing, wireless infrastructure, lighting and industrial.

•

Our Standard Products business segment offers standard products for use across many applications markets, as well as application-specific standard products predominantly used in application areas such as mobile handsets, computing, consumer and automotive.

• Our manufacturing operations are conducted through a combination of wholly-owned manufacturing facilities, manufacturing facilities operated jointly with other semiconductor companies and third-party foundries and assembly and test subcontractors, which together form our Manufacturing Operations segment. While the main function of our Manufacturing Operations segment is to supply products to our High-Performance Mixed-Signal and Standard Products segments, ~~sales~~revenue and costs in this segment are to a large extent derived from ~~sales~~revenue of wafer foundry and packaging services to our divested businesses in order to support their separation and, on a limited basis, their ongoing operations. As these divested businesses develop or acquire their own foundry and packaging capabilities, our ~~revenues~~revenue from these sources ~~are~~is expected to decline.

•

Our Corporate and Other segment includes unallocated research expenses not related to any specific business segment, unallocated corporate restructuring charges and other expenses, as well as some operations not included in our two business segments, such as manufacturing, marketing and selling of CAN tuners through our joint venture NuTune Singapore Pte, Ltd. (“NuTune”) and software solutions for mobile phones, our “NXP Software” business.

On February 8, 2010, we divested a major portion of our former Home segment to Trident Microsystems, Inc. (“Trident”). As a result of the transaction, we now own 60% of the outstanding stock of Trident, with a 30% voting interest in participatory rights and a 60% voting interest for certain protective rights only. Considering the terms and conditions agreed between the parties, we account for our investment in Trident under the equity method.

For the previously reported periods in this report, the divested operations remained consolidated in the financial statements and are presented under a separate new reporting segment named “Divested Home Activities”. The remaining ~~part~~parts of the former Home segment ~~has~~have been moved into the segments High-Performance Mixed-Signal and Corporate and Other. All previous periods have been restated accordingly.

The presentation of our financial results and the discussion and analysis of our financial condition and results of operations have been restated to reflect the new segments.

[-45]

Factors Affecting Comparability

Economic and Financial Crisis

The economic and financial crisis had an impact on both our revenue ~~sales~~ and profitability, affecting all our business segments, especially in the first and second quarter of 2009.

Restructuring and Redesign Program

We have taken significant steps to reposition our businesses and operations through a number of acquisitions, divestments and restructurings. The Redesign Program, originally announced in September 2008, ~~was~~and ~~our~~expanded ~~response~~several times since, is currently targeted to areduce ~~challenging~~our ~~economic~~cost ~~environment~~base ~~and the~~by ~~refocusing~~an ~~and~~annualized ~~resizing~~$900 ofmillion ~~our~~to ~~business~~$950 ~~following~~million by the ~~contribution~~end of ~~our~~2011, ~~wireless~~compared ~~operations~~ to the ~~ST-NXP~~level in ~~Wireless~~September ~~joint-venture~~2008. AsSavings ahave ~~result~~been ofrealized ~~the~~primarily ~~Redesign~~through ~~Program~~factory closings and other ~~restructurings,~~actions ~~costs~~to ~~were~~reduce ~~reduced~~our ~~significantly~~manufacturing footprint, ~~driven~~particularly byin ~~reduced costs~~high incost ~~manufacturing~~geographies, as well as refocusing and resizing our central research and development and ~~selling,~~streamlining ~~general~~support ~~and~~functions. ~~administrative~~Actions ~~activities~~related to this program have been a very significant factor in our profitability improvements over the last several quarters.

~~The~~We ~~Redesign~~estimate ~~Program~~the ~~initially~~total ~~targeted a reduction in annual operating~~ costs of ~~$550 million by~~ the ~~end~~Redesign ofProgram ~~2010~~to onbe ano ~~run-rate~~greater ~~basis,~~than ~~benchmarked~~$725 ~~against~~million ~~our~~by ~~third quarter results for 2008, which was~~ the ~~quarter~~end ~~during~~of ~~which we contributed our wireless operations to ST-NXP Wireless~~2011. ~~These savings~~Since ~~were to be delivered primarily through reducing our manufacturing footprint, particularly in high cost geographies,~~ the ~~refocusing~~beginning ~~and resizing~~ of ~~our~~the ~~central~~program ~~research~~in ~~and~~September ~~development~~2008 and ~~streamlining~~until ~~support functions. However, due to~~ the ~~continuing~~ ~~adverse~~end ~~market~~of ~~conditions in~~ the ~~first~~third ~~half~~quarter of ~~2009~~ 2010, ~~steps~~$614 ~~were~~million ~~taken~~of torestructuring ~~accelerate~~costs ~~certain~~related ~~aspects~~to of the Redesign Program and ~~expand it to include~~ other restructuring activities. ~~Accordingly,~~has ~~our~~been ~~wafer factory in Caen~~paid, ~~France was sold in June 2009, and our production facility in Fishkill, New York was closed in July 2009, ahead~~ of schedule, and in January 2010 we closed parts of our front-end manufacturing facility in Hamburg, Germany. We have also initiated process and product transfer programs from our ICN5 and ICN6 facilities in Nijmegen, the Netherlands, which ~~are~~$60 ~~scheduled~~million torelates ~~close in 2010 and 2011, respectively. The expanded Redesign Program now includes, among other projects, the employee termination costs related~~ to the ~~sale~~third quarter of ~~our television systems and set-top box business lines to Trident, which transaction was completed on February 8,~~ 2010.

~~Management~~Capital ~~believes~~structure that, as a result of the Redesign Program, more than $650 million in annual savings have been achieved as per July 4, 2010, as compared to our annualized third quarter results for 2008, which was the quarter during which we contributed our wireless operations to ST-NXP Wireless. Further savings are expected to be realized as a consequence of our ongoing projects. We estimate the total costs of the accelerated and expanded Redesign Program to be no greater than $750 million by the end of 2011, compared with the earlier total cost estimate for the initial program of $700 million by the end of 2010.

~~Since~~During the ~~beginning~~first nine months of ~~the~~2010, ~~Redesign~~total ~~Program~~debt inwas ~~September~~reduced ~~2008~~from ~~and~~$5,283 million ~~until~~to ~~the~~$4,649 ~~end~~million. ofIn the ~~second~~third quarter of 2010, we issued a new bond with principal amount of $~~554~~ 1,000 million and used the net proceeds of ~~restructuring~~$974 ~~costs related~~million to buy back $964 million par value of our existing outstanding debt. In the ~~Redesign~~third ~~Program~~quarter of ~~and~~2010 ~~other~~we ~~restructuring~~received ~~activities~~a ~~has~~capital ~~been~~contribution ~~paid~~of $450 million from our parent company, ofNXP Semiconductors N.V. which was used to buy back $35461 million ~~relates~~par value of outstanding debt. In addition to this, we repaid $100 million on our revolving credit facility. The net gain on all repurchases of debt recognized in the ~~second~~first ~~quarter~~nine months of 2010 was $57 million.

Capital Structure

Since the beginning of 2010, the book value of total debt was reduced from $5,283 million to $5,056 million. This decline was primarily due to the change in foreign exchange rates mainly applicable to our U.S. dollar-denominated notes and short term loans. In the first quarter of 2010, the Company, through privately negotiated transactions, purchased its outstanding debt with a book value of $15million for a consideration of $12 million. In 2009, through a combination of cash buy-backs and exchange offers, our total debt was reduced by $1,331 million. The total amount of cash used in 2009 as a result of the debt buy-backs amounted to $286 million. These transactions in 2009 resulted in a total gain (net of issuance costs) of $1,020 million, of which $507 million was recognized in the second quarter of 2009 and $513 million in the third quarter.

Going forward the Company continues to seek opportunities to retire or purchase outstanding debt.

[-5]

Impairment of Goodwill and Other Intangibles

Our goodwill is tested for impairment on an annual basis in accordance with ~~ASC~~the ~~350~~FASB ~~(formerly~~Accounting ~~FASB~~Standards ~~Statement~~Codification ~~142)~~350, Intangibles-Goodwill and Other. To test our goodwill for impairment, the fair value of each “reporting unit” that ~~has~~carries goodwill is determined. If the carrying value of the net assets in the “reporting unit” exceeds the fair value of the “reporting unit”, there is an additional assessment performed to determine the implied fair value of the goodwill. If the carrying value of the goodwill exceeds this implied fair value, we record impairment for the difference between the carrying value and the implied fair value. NXP’s business units are considered as the “reporting unit” as referred to in ASC 350 for the purpose of impairment analysis.

~~There~~The ~~were~~determination noof ~~impairment~~the ~~triggers~~fair ~~identified~~value ~~and~~of asthe ~~such~~reporting ~~there~~unit ~~was~~requires nous ~~impairment~~to ofmake ~~goodwill~~significant judgments and ~~other~~estimates ~~intangibles~~including ~~recognized~~projections ~~during~~of future cash flows from the ~~first~~business. ~~half~~We ~~year~~base our estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, we make judgments and assumptions in allocating assets and liabilities to each of our reporting units. The key assumptions considered for computing the fair value of reporting units include (a) cash flows based on financial projections for periods ranging from 2010 through 2013 and ~~2009~~which were projected until 2021, (b) terminal values based on terminal growth rates not exceeding 3%, (c) discount rates, based on WACC, ranging from 11.9% to 13.5%. A sensitivity analysis in which long-term growth rates become approximately zero and the WACC is being increased with 200 basis points, indicates that for all reporting units, the fair value exceeds the book value substantially.

~~Effect~~Based on the impairment analysis in the third quarter of ~~Acquisition~~2010, ~~Accounting~~the Company has concluded that there is no impairment required during the reporting period ended October 3, 2010 because of the significant fair value that exceeds the carrying value.

The “Formation”

On September 29, 2006, Philips sold 80.1% of its semiconductor business to the Private Equity Consortium in a multi-step transaction, referred to as our “Formation”.

The Formation has been accounted for using the acquisition method. Accordingly, the $10,601 million purchase price has been “pushed down” to NXP B.V. and allocated to the fair value of assets acquired and liabilities assumed.

The carrying value of the net assets acquired and liabilities assumed, as of the Formation on September 29, 2006, amounted to $3,302 million. This resulted in an excess of the purchase price over the carrying value of $7,299 million. The excess of the purchase price was allocated to intangible assets, tangible assets and liabilities assumed, using the estimated fair value of these assets and liabilities.

An amount of $3,096 million, being the excess of the purchase price over the estimated fair value of the net assets acquired, was allocated to goodwill. This goodwill is not amortized, but is tested for impairment at least annually.

The allocation of the additional purchase price to the assets and liabilities assumed is referred to as “step-up” to fair value.

Other Significant Acquisitions and Divestments

Following the Formation in 2006, subsequent acquisitions in later years have also been accounted for using the acquisition method. Accordingly, the respective purchase prices have been “pushed down” within the NXP group and allocated to the fair value of assets acquired and liabilities assumed.

The cumulative net effect of “acquisition accounting” (referred to under the term “PPA effect”) applied to these acquisitions as well as the Formation, resulted in additional amortization and depreciation of step-ups to fair value and are recorded in our cost of sales, which affect our gross profit, and in our operating expenses, both effects affect our income from operations.

Restructuring and Other Incidental Items

Certain gains and losses of an incidental but sometimes recurring nature have affected the comparability of our results over the years. These include costs related to the Redesign Program and other restructuring programs, process and product transfer costs and gains and losses resulting from divestment activities and impairment charges.

Certain of these restructuring and other incidental items are recorded in our cost of sales, which affect both, our gross profit and income from operations, while certain other restructuring and other incidental items are recorded in our operating expenses, which only affect our income from operations.

[-6]

Adjustments to previously reported financial statements

Amounts previously reported in the consolidated balance sheet as of December 31, 2009 have been adjusted to correct immaterial offset errors ~~in the~~for current and deferred tax balances and the application of functional currency to certain intangible assets and goodwill recorded in conjunction with certain business combinations. These adjustments are set out in the table below:

Consolidated balance sheet for the period ending December 31, 2009:

($ in millions)	As originallyreported			~~Adjustments~~	Adjustments		~~As currentlyreported~~		As currentlyreported
Other receivables	~~113~~	113		~~(54~~	)	(54	59)			59
Other current assets	~~227~~	227		45		45	~~272~~			272
Other non-current assets	~~604~~	604		~~(510~~	)	(510	94)			94
Accrued liabilities	(756	)		54			(702	)
Intangible assets excluding goodwill		2,006				(55	)			1,951
Long-term provisions	(925	)		465			(460	)
Goodwill		2,621				(39	)			2,582
Accrued liabilities		(756	)			54				(702	)
Long-term provisions		(925	)			472				(453	)
Stockholders’ equity:
- Accumulated deficit		5,219				(66	)			5,153
- Accumulated other comprehensive income (loss)		(552	)			153				(399	)
Total stockholders’ equity		(930	)			87				(843	)

In addition, in the prior period quarterly consolidated statement of operations for the ~~period~~three and nine months periods ending ~~June~~September 2827, 2009 the Company incorrectly included currency translation adjustments within ~~income~~the ~~tax~~provision ~~expense~~for income taxes in the statement of operations. Also, Asas a result of correcting the application of functional currency to certain intangible assets, a portion of the ~~following~~ ~~line~~currency ~~items~~translation ~~have~~movements ~~been~~resulted ~~corrected~~in lower amortization expense in the prior periods.

As a result, the following line items have been corrected for these immaterial errors:

Consolidated statement of operations:

($ in millions)	For the three months periodending ~~June~~September 2827, 2009							~~For the six months periodending June 28, 2009~~				For the nine months periodending September 27, 2009
	As originallyreported			~~Adjustments~~	Adjustments	~~As currentlyreported~~		~~As originallyreported~~Ascurrentlyreported			~~Adjustments~~	Asoriginallyreported		~~As currentlyreported~~		Adjustments		Ascurrentlyreported
Income tax benefit (expense)	(21	)		19		(2	)	(8	)		(2	)		(10	)
General and administrative expense		(162	)			2			(160	)			(499	)			6		(493	)
Provision for income taxes		(27	)			14			(13	)			(35	)			12		(23	)

Use of Certain Non-U.S. GAAP Financial Measures

Comparable sales growth is a non-GAAP financial measure that reflects the relative changes in sales between periods adjusted for the effects of foreign currency exchange rate changes, and material acquisitions and divestments, combined with reclassified product lines (which we refer to as consolidation changes). Our sales are translated from foreign currencies into our reporting currency, the U.S. dollar, at monthly exchange rates during the respective years. As such, sales as reported are impacted by significant foreign currency movements period over period. In addition, sales as reported are also impacted by material acquisitions and divestments. We believe that an understanding of our underlying sales performance on a comparable basis period over period is enhanced after these effects are excluded.

We understand that, although comparable sales growth is used by investors and securities analysts in their evaluation of companies, this concept has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results of operations as reported under U.S. GAAP. Comparable sales growth should not be considered as an alternative to nominal sales growth, or any other measure of financial performance calculated and presented in accordance with U.S. GAAP. Calculating comparable sales growth involves a degree of management judgment and management estimates and you are encouraged to evaluate the adjustments we make to nominal sales growth and the reasons we consider them appropriate. Comparable sales growth may be defined and calculated differently by other companies, thereby limiting its comparability with comparable sales growth used by such other companies.

For a reconciliation of comparable sales growth to the nearest U.S. GAAP financial measure, nominal sales growth, see separate tables under the “Sales” section of the MD&A.

[-7]

~~Three~~Revenue ~~Months~~and ~~ended~~operating ~~July 4,~~income ~~2010~~(loss) ~~compared to Three Months ended June 28, 2009 for the Group~~

~~Sales~~The following table presents the composition of operating income (loss).

The following table presents the aggregate sales and income (loss) from operations (IFO) by segment for the three months ended July 4, 2010 and June 28, 2009.


($ in millions, unless otherwise stated)	Q3 2009			Q3 2010			YTD 2009			YTD 2010

Revenue		1,077			1,213			2,682			3,579
% nominal growth		(21.6	)		12.6			(39.3	)		33.4
Gross profit		322			507			576			1,407
Research and development expenses		(172	)		(149	)		(547	)		(440	)
Selling expenses		(82	)		(65	)		(202	)		(196	)
General and administrative expenses		(160	)		(165	)		(493	)		(532	)
Other income		(37	)		2			(23	)		(16	)

Operating income (loss)		(129	)		130			(689	)		223

($ in millions, unless otherwise stated)	Q2 2009					Q2 2010
	Sales	IFO		In % of sales		Sales	IFO		In % of sales
High-Performance Mixed-Signal	454	(43	)	(9.5	)	719	97		13.5
Standard Products	207	(12	)	(5.8	)	289	29		10.0
Manufacturing Operations	91	(83	)	(91.2	)	154	(13	)	(8.4	)
Corporate and Other	42	(27	)	NM	1)	39	(20	)	NM	1)
Divested Home Activities	109	(52	)	(47.7	)	—	—		—
Total	903	(217	)	(24.0	)	1,201	93		7.7

Revenue

1)The ~~NM:~~following ~~Not~~table ~~meaningful~~presents the aggregate revenue and revenue growth for the three and nine months ended October 3, 2010 and September 27, 2009.

The following table presents the reconciliation from nominal sales growth to comparable sales growth for the three months ended July 4, 2010 compared to the three months ended June 28, 2009.


($ in millions, unless otherwise stated)	Q3 2009					Q3 2010					YTD 2009					YTD 2010
	Revenue		growth %			Revenue		growth %			Revenue		growth %			Revenue		growth %

High-Performance Mixed-Signal		547		(15.6	)		715		30.7			1,374		(30.6	)		2,129		54.9
Standard Products		256		(20.0	)		314		22.7			614		(30.5	)		882		43.6
Manufacturing Operations		96		(11.1	)		148		54.2			247		6.9			411		66.4
Corporate and Other		42		(16.0	)		36		(14.3	)		125		(22.4	)		110		(12.0	)
Divested Home Activities		136		6.3			—		—			322		(12.7	)		47		—

Total		1,077		(21.6	)		1,213		12.6			2,682		(39.3	)		3,579		33.4

In %	NominalGrowth		ConsolidationChanges		CurrencyEffects	ComparableGrowth
High-Performance Mixed-Signal	58.4		—		3.2	61.6
Standard Products	39.6		—		2.4	42.0
Manufacturing Operations	69.2		(87.9	)	—	(18.7	)
Corporate and Other	(7.1	)	—		0.3	(6.8	)
Divested Home Activities	NM	1)
Total	33.0		8.2		2.4	43.6

Q3 2010 compared to Q3 2009

Revenue was $1),213 ~~NM:~~million ~~Not~~in ~~meaningful~~the third quarter of 2010 compared to $1,077 million in the third quarter of 2009, an increase of 12.6%. The increase in revenue, compared to the third quarter of 2009, was due to the overall market recovery and our share gains across a wide range of our business lines. The increase was visible in our market-oriented business segments and all regions, especially in Greater China. The revenue increase was partly offset by the divestment of a major portion of our former Home segment to Trident on February 8, 2010. Revenue in the third quarter of 2010 was also affected by unfavorable currency effects of $38 million, compared to the third quarter of 2009.

~~Sales~~Revenue ~~were $1,201 million~~ in ~~the~~our ~~second~~HPMS ~~quarter~~segment ofregistered ~~2010~~growth ~~compared to $903 million in the second quarter~~ of ~~2009, a nominal increase of 33~~30.07%, ~~and a comparable increase of 43.6%. The increase in sales, compared to the second quarter of 2009, was mainly~~ due to the ~~overall economic recovery. Furthermore, our sales increased due to our ability to ramp up our production to~~market ~~meet~~growth ~~higher demand~~ and ~~the increase in~~ our ~~market~~ share ~~driven~~gains byover ~~design~~the ~~wins~~past quarters, across a wide range of our business lines. ~~The~~This ~~sales~~ increase in revenue was partly offset by the divestment of a major portion of our former Home segment to Trident on February 8, 2010. The sales of these Divested Home Activities amounted to $109 million in the second quarter of 2009 compared to nil in the second quarter of 2010. However, NXP agreed to continue supplies for the related divested activities. These supplies to Trident amounted to $80 million in the second quarter of 2010 (nil in the second quarter of 2009) and are reported under the Manufacturing Operations segment. Sales in the second quarter of 2010 were also affected by unfavorable currency ~~movements~~effects of $2027 million compared to the ~~second~~third quarter of 2009.

~~Gross~~Revenue ~~Profit~~in our Standard Products segment registered growth of 22.7%. This increase was mainly attributable to the recovery from the global economic crises and our ability to ramp up production in response to increased demand. This increase in revenue was partly offset by unfavorable currency effects of $10 million compared to the third quarter of 2009.

Our gross profit was $472 million, or 39.3% of our sales, in the second quarter of 2010, compared to $186 million, or 20.6% of our sales, in the second quarter of 2009. The PPA effects included in gross profit amounted to $3 million in the second quarter of 2010, compared to $54 million in the second quarter of 2009. The higher PPA effects in the second quarter of 2009 were related to the additional write-down due to the closure of our factory in Fishkill, U.S.A. Our gross profit included restructuring and other incidental items, which amounted to an aggregate cost of $7 million in the second quarter of 2010. In the second quarter of 2010, those costs were mainly related to process and product transfer costs in connection with our Redesign Program. Restructuring and other incidental items included in our gross profit in the second quarter of 2009 amounted to an aggregate cost of $37 million and were largely related to the sale of our factory in Caen, France and closure of our factory in Fishkill, U.S.A., as part of our Redesign Program.

[-8]

~~The~~YTD ~~increase in our gross profit in the second quarter of~~ 2010 was largely due to higher sales and a favorable product mix due to increased revenues from our HPMS segment which have a higher margin. The increase in our gross profit was also supported by the cost reductions that we achieved as a result of the ongoing Redesign Program. The utilization of our factories, based on ‘wafer starts’, increased to an average of 96% in the second quarter of 2010, compared to anYTD ~~average of 62% in the second quarter of~~ 2009. The increase in our gross profit was partly offset by the divestment of a major portion of our former Home segment to Trident on February 8, 2010. These Divested Home Activities achieved a gross profit of $29 million in the second quarter of 2009.

~~Selling~~Revenue ~~Expenses~~was $3,579 million in the first nine months of 2010 compared to $2,682 million in the first nine months of 2009, an increase of 33.4%. The increase in revenue, compared to the first nine months of 2009, was mainly due to the overall market recovery, our ability to ramp up production to meet higher demand and the increase in our market share across a wide range of our business lines. The revenue increase was partly offset by the divestment of a major portion of our former Home segment to Trident on February 8, 2010.

~~Our~~Revenue ~~selling~~in ~~expenses were $65 million, or 5.4% of~~ our ~~sales,~~HPMS insegment ~~the~~registered ~~second~~a ~~quarter of 2010, compared to $59 million, or 6~~54.59% ~~of our sales~~growth, inmainly due ~~the~~to ~~second quarter of 2009. The increase in our selling expenses is in line with our~~ overall ~~strategy~~market torecovery ~~better~~and ~~serve~~ our ~~customers~~ ~~with~~share ~~High-Performance Mixed-Signal solutions~~gains, ~~whereby~~over we have created “application marketing” teams that focus on delivering solutions and systems reference designs that leverage our broad portfolio of products. The additional investment of resources in our sales and marketing organizations was partly offset by the ~~effect~~past ofquarters, ~~the~~across ~~divestment of~~ a ~~major~~wide ~~portion~~range of our ~~former~~business ~~Home segment to Trident, which amounted to $7 million in the second quarter of 2009~~lines. ~~The selling expenses in the second quarter of 2010 did not include any restructuring and other incidental items compared to an aggregate cost of $1 million in the second quarter of 2009.~~

~~General~~Revenue in our Standard Products segment registered a 43.6% growth. This increase was mainly attributable to the recovery from the global economic crises and ~~Administrative~~our ~~Expenses~~ability to ramp up production in response to the increased demand.

~~General~~Operating ~~and~~income administrative expenses amounted to $176 million, or 14.7% of our sales, in the second quarter of 2010, compared to $164 million, or 18.2% of our sales, in the second quarter of 2009. The PPA effects that were included in our general and administrative expenses amounted to $81 million in the second quarter of 2010, compared to $77 million in the second quarter of 2009. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $14 million related to a revision of the useful life of an intangible asset. In the second quarter of 2010, our general and administrative expenses also included restructuring and other incidental items amounting to an aggregate cost of $1 million. Those restructuring and other incidental items were largely related to IT system reorganization costs, certain merger and acquisition (~~M&A~~loss) related costs, partly offset by a release of restructuring provisions. In the second quarter of 2009, the restructuring and other incidental items that impacted our general and administrative expenses amounted to an aggregate cost of $18 million and were largely related to restructuring costs, IT system reorganization costs and certain M&A costs. The increase in general and administrative expenses, compared to the second quarter of 2009, was largely due to an accelerated amortization charge, partly offset by lower costs from restructuring and other incidental items, favorable currency effects of $4 million and lower costs for the share-based compensation program ($2 million). Furthermore, the general and administrative expenses in the second quarter of 2009 were lowered by some $13 million related to a release of bonus accruals for employees. The general and administrative expenses were also affected by the divestment of a major portion of our former Home segment to Trident, which amounted to an aggregate cost of $7 million in the second quarter of 2009.

~~Research~~The following table presents operating income (loss) by segment for the three months and ~~Development~~YTD ~~Expenses~~ended October 3, 2010 and September 27, 2009.

Our research and development expenses amounted to $137 million, or 11.4% of our sales, in the second quarter of 2010, compared to $188 million, or 20.8% of our sales, in the second quarter of 2009. Our research and development expenses, in the second quarter of 2010, included restructuring and other incidental items amounting to an aggregate income of $3 million mainly related to a release of restructuring provisions, compared to an aggregate cost of $14 million in the second quarter of 2009, which were largely related to the restructuring costs as a part of the Redesign Program. The reduction in our research and development expenses was largely due to lower costs from restructuring and other incidental items, the Divested Home Activities which amounted to an aggregate cost of $66 million in the second quarter of 2009, and favorable currency effects compared to second quarter of 2009. These reductions were partly offset by higher investments in the High-Performance Mixed-Signal applications.


($ in millions, unless otherwise stated)	Q3 2009						Q3 2010						YTD 2009						YTD 2010
	Operating income (loss)			in % of revenue			Operating income (loss)			in % of revenue			Operating income (loss)			in % of revenue			Operating income (loss)			in % of revenue

High-Performance Mixed-Signal		7			1.3			120			16.8			(166	)		(12.1	)		268			12.6
Standard Products		(4	)		(1.6	)		55			17.5			(77	)		(12.5	)		108			12.2
Manufacturing Operations		(56	)		(58.3	)		(8	)		(5.4	)		(188	)		(76.1	)		(37	)		(9.0	)
Corporate and Other		(55	)		NM	¹⁾		(37	)		NM	¹⁾		(109	)		NM	¹⁾		(85	)		NM	¹⁾
Divested Home Activities		(21	)		(15.4	)		—			—			(149	)		(46.3	)		(31	)		(66.0	)

Total		(129	)		(12.0	)		130			10.7			(689	)		(25.7	)		223			6.2

~~Other~~1) ~~Income~~NM: ~~(Expense)~~ Not meaningful

~~Other income and expense was a loss of $1 million in the second quarter of~~ Q3 2010, compared to aQ3 ~~gain of $8 million in the second quarter of~~ 2009. Included are incidental items, amounting to an aggregate cost of $3 million in the second quarter of 2010 and an aggregate income of $8 million in the second quarter of 2009, which were related to gains and losses realized on the completed divestment transactions and sale of other tangible fixed assets.

Our operating income in the third quarter of 2010 was $130 million compared to an operating loss of $129 million in the third quarter of 2009. The increase in operating income was mainly due to the higher gross profit. Gross profit, in the third quarter of 2010 amounted to $507 million, or 41.8% of revenue, compared to $322 million, or 29.9% of revenue, in the third quarter of 2009. The increase in gross profit was largely due to higher revenue, redesign savings, higher factory utilization and a favorable product mix due to increased revenue from our HPMS segment which sells products with higher margin. Factory utilization, based on starts, further increased to 99% in the third quarter of 2010 compared to 73% in the third quarter of 2009. The improvement in operating income was also due to the divestment of a major portion of our former Home segment to Trident. These Divested Home Activities amounted to an operating loss of $21 million in the third quarter of 2009.

Operating income in our HPMS segment was $120 million in the third quarter of 2010 compared to $7 million in the third quarter of 2009. The increase in operating income was mainly due to increase in the gross profit partly offset by higher operating expenses. The gross profit in the third quarter of 2010 was $403 million, or 56.4% of revenue, compared to $242 million, or 44.2% of revenue, in the third quarter of 2009. The increase in operating expenses was largely due to higher research and development expenses.

Operating income in our Standard Products segment was $55 million in the third quarter of 2010 compared to an operating loss of $4 million in the third quarter of 2009. The increase in operating income was mainly due to an increase in the gross profit resulting from higher revenue. The gross profit, in the third quarter of 2010, was $109 million, or 34.7% of revenue, compared to $50 million, or 19.5% of revenue, in the third quarter of 2009.

[-9]

~~Restructuring~~Operating ~~Charges~~loss in our Manufacturing Operations segment was $8 million in the third quarter of 2010 compared to an operating loss of $56 million in the third quarter of 2009. The operating loss in the third quarter of 2010 was mainly related to the amortization of certain other intangible assets. The operating loss in the third quarter of 2009 was mainly due to the costs related to closure of our factory in Fishkill and other redesign activities.

InOperating loss in our Corporate and Other segment was $37 million in the ~~second~~third quarter of 2010, nocompared ~~additional~~to ~~restructuring~~a ~~liabilities~~loss ~~were~~of ~~recorded~~$55 ~~resulting~~million ~~from~~in the ~~ongoing~~third ~~restructuring~~quarter ~~projects,~~of ~~initiated~~2009. The operating loss in ~~September~~ ~~2008,~~the ~~but~~third ~~$15~~quarter ~~million~~of 2010 was ~~released~~mainly related to losses on revaluation of foreign currency contracts. The operating loss in the third quarter of 2009 included costs related to certain redesign activities.

InYTD ~~addition,~~2010 ~~restructuring~~compared ~~related costs amounting~~ to $5YTD ~~million were directly charged to~~2009 ~~income from operations.~~

InOur operating income in the ~~aggregate,~~first nine months of 2010 was $223 million compared to an operating loss of $689 million in the ~~net~~first ~~restructuring~~nine months ~~release~~of ~~that~~2009. ~~affected~~The ~~our~~increase in operating income was mainly due to the higher gross profit resulting from ~~operations~~higher revenue. Gross profit, in the ~~second~~first ~~quarter~~nine months of 2010 amounted to $101,407 million, ~~against~~or 39.3% of revenue, compared to $576 million, or 21.5% of revenue, in the first nine months of 2009. The increase in gross profit was largely due to higher revenue, cost reductions that we achieved as a ~~charge~~result of the ongoing Redesign Program, higher factory utilization and a favorable product mix due to increased revenue from our HPMS segment which sells products with higher margin. The improvement in the operating income was also due to the divestment of a major portion of our former Home segment to Trident. These Divested Home Activities amounted to an operating loss of $2631 million in 2010 compared to an operating loss of $149 million in the ~~same~~first ~~period~~nine months of 2009. However, this increase in the operating income was partly offset by additional research and development expenses and selling expenses in the remaining business segments.

Operating income in our HPMS segment was $268 million in the first nine months of 2010 compared to an operating loss of $166 million in the first nine months of 2009. The ~~net~~increase ~~restructuring~~in ~~costs~~operating ~~recorded~~income was mainly due to an increase in the gross profit resulting from higher revenue. The gross profit in the first nine months of 2010 was ~~statement~~$1,112 million, or 52.2% of ~~operations~~revenue, ~~are~~compared ~~included~~to $514 million, or 37.4% of revenue, in the ~~following~~first nine months of 2009. The increase in gross profit was partly offset by higher research and development expenses and higher selling expenses. The increase in selling expenses was in line ~~items:~~with our strategy to better serve our customers with High-Performance Mixed-Signal solutions, whereby we have created “application marketing” teams that focus on delivering solutions and systems reference designs that leverage our broad portfolio of products.

	Q2 2009	Q2 2010
Cost of sales	6	2
Selling expenses	1	—
General and administrative expenses	7	(10	)
Research & development expenses	12	(2	)
Other income and expenses	—	—
Net restructuring charges	26	(10	)

Operating income in our Standard Products segment, was $108 million in the first nine months of 2010 compared to an operating loss of $77 million in the first nine months of 2009. The increase in operating income was mainly due to an increase in the gross profit resulting from higher revenue. The gross profit in the first nine months of 2010 was $275 million, or 31.2% of revenue, compared to $82 million, or 13.4% of revenue, in the first nine months of 2009.

AsOperating ofloss ~~July 4, 2010,~~in ~~the~~our ~~total~~Manufacturing ~~restructuring~~Operations ~~liability~~segment was $~~175~~37 million, ~~which~~in ~~consisted~~the first nine months of 2010 compared to an operating loss of $~~147~~188 million in the first nine months of ~~short-term~~2009. ~~provisions~~The ~~and~~operating ~~$19~~loss ~~million~~in the first nine month of ~~long-term~~2010 ~~provisions,~~was ~~both~~mainly related to the amortization of ~~which~~certain other intangible assets. The operating loss in the first nine months of 2009 was mainly related to ~~employee~~the ~~termination~~sale ~~costs~~of the factory in Caen, ~~and~~an $9additional ~~million~~write down related to the closure of ~~accrued~~the ~~liabilities~~factory in Fishkill and costs related to other redesign activities.

~~Income~~Operating ~~(Loss)~~loss ~~from~~in ~~Operations~~our Corporate and Other segment was $85 million in the first nine months of 2010 compared to a loss of $109 million in the first nine months of 2009. The operating loss in the first nine months of 2010 was mainly related to the losses on the completed divestment. The operating loss in the first nine months of 2009 was mainly due to costs related to certain redesign activities.

The following tables present the aggregate by segment of income (loss) from operations for the three months ended July 4, 2010 and June 28, 2009, which includes the effects of PPA, restructuring and other incidental items:

($ in millions)	Q2 2010
	Income (Loss)from Operations		Effects ofPPA		Restructuring		OtherIncidentalItems
High-Performance Mixed-Signal	97		(58	)	5		—
Standard Products	29		(19	)	(1	)	—
Manufacturing Operations	(13	)	(7	)	(2	)	(4	)
Corporate and Other	(20	)	—		8		(14	)
Divested Home Activities	—		—		—		—
Total	93		(84	)	10		(18	)

($ in millions)	Q2 2009
	Income (Loss)from Operations		Effects ofPPA		Restructuring		OtherIncidental Items
High-Performance Mixed-Signal	(43	)	(55	)	(3	)	(3	)
Standard Products	(12	)	(19	)	(1	)	(1	)
Manufacturing Operations	(83	)	(57	)	—		(25	)
Corporate and Other	(27	)	—		(16	)	(7	)
Divested Home Activities	(52	)	—		(6	)	—
Total	(217	)	(131	)	(26	)	(36	)

Our income from operations included depreciation and amortization, including PPA effects and the accelerated amortization charge related to an intangible asset, which aggregated to a total charge of $169 million in the second quarter of 2010 and $253 million in the second quarter of 2009. Depreciation and amortization in the second quarter of 2010 included $1 million related to restructuring and other incidental items, compared to $9 million in the second quarter of 2009.

[-10]

~~Financial~~Net ~~Income~~income (~~Expense~~loss)

($ in millions)	Q2 2009		Q2 2010
Interest income	1		—
Interest expense	(91	)	(78	)
Foreign exchange results	172		(330	)
Extinguishment of debt	517		—
Other	(17	)	(5	)
Total	582		(413	)

The following table presents the composition of net income.

Financial income and expenses was a net expense of $413 million in the second quarter of 2010, compared to a net income of $582 million in the second quarter of 2009. The net interest expense amounted to $78 million in the second quarter of 2010, compared to $90 million in the second quarter of 2009. Financial income and expenses also included a loss of $330 million in the second quarter of 2010, as a result of a change in foreign exchange rates mainly applicable to our U.S. dollar-denominated notes and short-term loans, compared to a gain of $172 million in the second quarter of 2009. In addition, the second quarter of 2009 included a gain of $517 million resulting from the extinguishment of debt.


($ in millions, unless otherwise stated)	Q3 2009			Q3 2010			YTD 2009			YTD 2010

Operating income (loss)		(129	)		130			(689	)		223
Financial income (expense)		570			279			843			(436	)
Provision for income taxes		(13	)		(28	)		(23	)		(37	)
Result equity-accounted investees		—			(5	)		75			(60	)

Net income (loss)		428			376			206			(310	)

~~Income~~The ~~Tax~~following ~~Benefit~~table ~~(Expenses)~~presents the details of financial income and expenses.

~~The effective~~Financial income ~~tax rates for the three months ended July 4, 2010 and June 28, 2009 were~~ (~~0.3%~~expense) and 0.5% respectively. The lower effective tax rate for the three months ended July 4, 2010 compared to the same period in the previous year was primarily due to an increase in losses in tax jurisdictions for which a full valuation allowance is recorded in both the quarter ended July 4, 2010 and June 28, 2009.

Results Relating to Equity-accounted Investees


($ in millions, unless otherwise stated)	Q3 2009			Q3 2010			YTD 2009			YTD 2010

Interest income		1			1			5			1
Interest expense		(83	)		(81	)		(278	)		(239	)
Foreign exchange results		142			323			113			(229	)
Extinguishment of debt		528			55			1,045			57
Other		(18	)		(19	)		(42	)		(26	)

Total		570			279			843			(436	)

~~Results~~Q3 ~~relating to the equity-accounted investees amounted to a loss of $29 million in the second quarter of~~ 2010, compared to ~~nil~~Q3 ~~in the second quarter of~~ 2009~~. The loss in the second quarter of 2010 was related to our investment in Trident.~~

~~Net~~Financial ~~Income~~income and expense was an income of $279 million in the third quarter of 2010, compared to an income of $570 million in the third quarter of 2009. Financial income and expense included a gain of $323 million in the third quarter of 2010, as a result of a change in foreign exchange rates mainly applicable to remeasurement of our U.S. dollar-denominated notes and short-term loans, which reside in a EURO functional currency entity, compared to a gain of $142 million in the third quarter of 2009. The third quarter of 2010 included a gain of $55 million resulting from the extinguishment of debt compared to a gain of $528 million in the third quarter of 2009. The net interest expense amounted to $80 million in the third quarter of 2010 and included $20 million of accrued interest paid for repurchased bonds. The net interest expense amounted to $82 million in the third quarter of 2009.

~~Net~~YTD ~~income amounted to a loss of $350 million in the second quarter of~~ 2010 compared to aYTD ~~profit of $363 million in the second quarter of~~ 2009. The significant improvement of income from operations from a loss of $ 217 million in the second quarter of 2009 to a profit of $ 93 million in the second quarter of 2010 is offset by the increased financial expenses. In the second quarter of 2009 we included a gain of $517 million in financial income and expense resulting from the extinguishment of debt and favorable foreign exchange result of $172 million compared to this quarter’s unfavorable results of $330 million.

~~Non~~Financial income and expense was an expense of $436 million in the first nine months of 2010, compared to an income of $843 million in the first nine months of 2009. Financial income and expense included a loss of $229 million in the first nine months of 2010, as a result of a change in foreign exchange rates mainly applicable to remeasurement of our U.S. dollar-~~controlling~~denominated ~~Interests~~notes and short-term loans, which reside in a EURO functional currency entity, compared to a gain of $113 million in the first nine months of 2009. The first nine months of 2010 included a gain of $57 million resulting from the extinguishment of debt compared to a gain of $1,045 million in the first nine months of 2009. The net interest expense amounted to $238 million in the first nine months of 2010 and included $20 million of accrued interest paid for repurchased bonds. The net interest expense amounted to $273 million in the first nine months of 2009.

The share of non-controlling interests amounted to a profit of $12 million in the second quarter of 2010, compared to a profit of $5 million in the second quarter of 2009. This mostly related to the third-party share in the results of consolidated companies, predominantly SSMC and NuTune.

[-11]

~~Three~~Income ~~Months~~tax ~~ended~~benefit ~~July 4,~~(expenses) ~~2010 compared to Three Months ended June 28, 2009 by Segment~~

~~High-Performance~~Q3 ~~Mixed-Signal~~2010 compared to Q3 2009

($ in millions, unless otherwise stated)	Q2 2009		Q2 2010
Sales	454		719
% nominal growth	(32.4	)	58.4
% comparable growth	(28.9	)	61.6
Gross profit	174		379
Income (loss) from operations	(43	)	97
Effects of PPA	(55	)	(58	)
Restructuring charges	(3	)	5
Other incidental items	(3	)	—

The effective income tax rates for the three months ended October 3, 2010 and September 27, 2009 were 6.8% and 2.9%, respectively. The difference in the effective tax rate for the 3 months ended October 3, 2010 compared to the same period in the prior year was primarily due to an increase of losses in tax jurisdictions for which no tax benefit is recognized and higher income for profitable tax jurisdictions, which leads to a higher total provision for income taxes despite an overall decrease in consolidated income before taxes.

~~Sales~~ YTD 2010 compared to YTD 2009

~~Sales~~The ineffective ~~the~~income ~~second~~tax ~~quarter~~rates offor ~~2010 were $719 million compared to $454 million in~~ the ~~second~~nine ~~quarter~~months ofended ~~2009~~October 3, a2010 ~~nominal~~and ~~increase~~September 27, of2009 58were (17.4%, ) and ~~a comparable increase of 61~~14.69%, respectively. The difference ~~increase~~ in ~~sales,~~the ~~compared~~effective totax rate for the ~~second~~9 ~~quarter~~months ofended ~~2010~~October 3, ~~was~~2010 ~~mainly~~compared ~~attributable~~ to the ~~recovery~~same ~~from~~period in the ~~global~~prior ~~economic~~year ~~crises~~was ~~supported~~primarily bydue ~~market~~to ~~share~~an ~~gains~~increase ~~driven by various design wins, over the past quarters, across a wide range~~ of ~~our~~losses ~~business~~in ~~lines.~~tax ~~This~~jurisdictions ~~was~~for ~~enabled~~which byno ~~the~~tax ~~fast~~benefit ~~ramp~~is uprecognized ofand ~~our~~higher ~~production.~~income for ~~The~~profitable ~~increase~~tax injurisdictions, ~~sales~~which ~~was~~leads ~~partly~~to ~~offset~~a byhigher ~~unfavorable~~total ~~currency~~provision ~~effects~~for ofincome ~~$14~~taxes ~~million,~~despite ~~compared~~an tooverall ~~the~~decrease ~~second~~in ~~quarter~~consolidated ofincome ~~2009~~before taxes.

~~Gross~~Results ~~Profit~~relating to equity-accounted investees

~~Gross~~Q3 ~~profit in the second quarter of~~ 2010 ~~was $379 million, or 52.7% of sales,~~ compared to ~~$174~~Q3 ~~million, or 38.3% of sales, in the second quarter of~~ 2009~~. Included are the PPA effects of $1 million in the second quarter of 2010, compared to nil in the second quarter of 2009.~~ The restructuring and other incidental items amounted to an aggregate income of $2 million and were mainly related to the release of restructuring provision. The second quarter of 2009 included restructuring and other incidental items amounting to an aggregate cost of $6 million and were mainly related to process and product transfer costs and restructuring costs. The increase in gross profit was largely due to the higher sales supported by cost savings resulting from the ongoing Redesign Program.

~~Operating~~Results ~~Expenses~~relating to the equity-accounted investees amounted to a loss of $5 million in the third quarter of 2010, compared to nil in the third quarter of 2009. The loss in the third quarter of 2010 was mainly related to our investment in Trident.

~~Operating~~YTD ~~expenses amounted to $282 million in the second quarter of~~ 2010, ~~or 39.2% of sales,~~ compared to ~~$223 million in the second quarter of 2009, or~~YTD ~~49.1% of sales. Operating expenses included the PPA effects of $57 million in the second quarter of 2010, compared to $55 million in the second quarter of~~ 2009. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $8 million related to a revision of the useful life of an intangible asset. The increase in operating expenses was largely due to higher research and development costs and higher selling expenses, in line with our strategy of creating “application marketing” teams to better serve our customers. The increase in research and development costs was mainly due to the redirecting of our research and development resources after the divestment of a major portion of our former Home segment to Trident. The increase in operating expense was partly offset by the cost savings resulting from the ongoing Redesign Program.

~~Income~~Results ~~(Loss)~~relating ~~from~~to ~~Operations~~the equity-accounted investees amounted to a loss of $60 million in the first nine months of 2010, compared to a profit of $75 million in the first nine months of 2009. The loss in the first nine months of 2010 was mainly related to our investment in Trident. The loss in the first nine months of 2009 was due to the release of translation differences related to the sale of our share in the ST-NXP Wireless joint venture.

WeNet ~~had an~~ income from operations of $97 million in the second quarter of 2010, compared to a loss from operations of $43 million in the second quarter of 2009. Included are the PPA effects of $58 million in the second quarter of 2010 compared to $55 million in the second quarter of 2009. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $8 million related to a revision of the useful life of an intangible asset. The restructuring and other incidental items in the second quarter of 2010 amounted to an aggregate income of $5 million, mainly due to the release of certain restructuring provisions, compared to an aggregate cost of $6 million in the second quarter of 2009, mainly related to process and product transfer costs and restructuring costs as part of the Redesign Program. The increase in income from operations, compared to second quarter of 2009, was largely due to higher gross profit, resulting from higher sales and redesign savings, partly offset by the higher operating expenses.

Q3 2010 compared to Q3 2009

Our net income in the third quarter of 2010 was $376 million compared to net income of $428 million in the third quarter of 2009. The increase in operating income was offset by the lower financial income and expenses in the third quarter of 2010.

YTD 2010 compared to YTD 2009

Our net loss in the first nine months of 2010 was $310 million, compared to net income of $206 million in the first nine months of 2009. The higher net income in 2009 was mainly due to the gains resulting from debt extinguishment.

[-12]

~~Standard~~Non-controlling ~~Products~~interests

($ in millions, unless otherwise stated)	Q2 2009		Q2 2010
Sales	207		289
% nominal growth	(28.4	)	39.6
% comparable growth	(25.1	)	42.0
Gross profit	43		89
Income (loss) from operations	(12	)	29
Effects of PPA	(19	)	(19	)
Restructuring charges	(1	)	(1	)
Other incidental items	(1	)	—

Q3 2010 compared to Q3 2009

~~Sales~~The share of non-controlling interests amounted to a profit of $7 million in the third quarter of 2010, compared to a profit of $10 million in the third quarter of 2009. This was mostly related to the third-party share in the results of consolidated companies, predominantly SSMC.

~~Sales~~YTD ~~in the second quarter of~~ 2010 ~~were $289 million,~~ compared to ~~$207~~YTD ~~million in the second quarter of~~ 2009, a nominal increase of 39.6%, and a comparable increase of 42.0%. The increase in sales, compared to the second quarter of 2009, was mainly attributable to the recovery from the global economic crises and our ability to ramp up production in response to the increased demand. The increase in sales was partly offset by unfavorable currency effects of $5 million, compared to the second quarter of 2009.

~~Gross~~The ~~Profit~~share of non-controlling interests amounted to a profit of $28 million in the first nine months of 2010, compared to a profit of $5 million in the first nine months of 2009. This was mostly related to the third-party share in the results of consolidated companies, predominantly SSMC.

~~Gross~~Employees profit in the second quarter of 2010 was $89 million, or 30.8% of sales, compared to $43 million, or 20.8% of sales, in the second quarter of 2009. There were no PPA effects included in the gross profit for the second quarter of 2010 and 2009. The restructuring and other incidental items amounted to an aggregate cost of $1 million in the second quarter of 2010 and 2009. The increase in gross profit was largely due to the higher sales.

~~Operating~~The ~~Expenses~~following tables provide an overview of the number of full-time employees per segment and geographic area at October 3, 2010 and December 31, 2009.

Operating expenses amounted to $60 million in the second quarter of 2010, or 20.8% of sales, compared to $56 million in the second quarter of 2009, or 27.1% of sales. Operating expenses included PPA effects of $19 million in the second quarter of 2010 and 2009. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $6 million related to a revision of the useful life of an intangible asset. The increase in operating expenses was in line with increased sales and marketing activities.


(number of full-time employees)	December 31, 2009		October 3, 2010

High-Performance Mixed-Signal		2,910		2,797
Standard Products		2,021		2,436
Manufacturing Operations		14,725		16,007
Corporate and Other		7,456		7,364
Divested Home Activities		1,038		—

Total		28,150		28,604

Income (Loss) from Operations


(number of full-time employees)	December 31, 2009		October 3, 2010

Europe and Africa		8,734		7,819
Americas		728		533
Greater China		7,159		7,451
Asia Pacific		11,529		12,801

Total		28,150		28,604

We had an income from operations of $29 million in the second quarter of 2010, compared to a loss of $12 million in the second quarter of 2009. Included are the PPA effects of $19 million in the second quarter of 2010 and 2009. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $6 million related to a revision of the useful life of an intangible asset. The increase in income from operations was mainly due to the higher gross profit. The restructuring and other incidental items amounted to an aggregate cost of $1 million in the second quarter of 2010 compared to a cost of $2 million in the second quarter of 2009.

Manufacturing Operations

The main function of our Manufacturing Operations segment is to supply products to our High-Performance Mixed-Signal and Standard Products segments, however, we also derive external revenues and costs from sales from wafer foundry and packaging services to our divested businesses in order to support their separation and, on a limited basis, their ongoing operations. As these divested businesses develop or acquire their own foundry and packaging capabilities, our revenues from these sources are expected to decline.

Sales

Sales of our Manufacturing Operations segment were $154 million in the second quarter of 2010, compared to $91 million in the second quarter of 2009. The increase in sales was mainly due to sales to Trident, which amounted to $80 million in the second quarter of 2010, compared to nil in the second quarter of 2009. The remaining decline was related to sales to ST-Ericsson. The factory utilization rate based on ‘wafer starts’ improved from 62% in the second quarter of 2009 to 96% in the second quarter of 2010.

[-13]

Operating Expenses

Operating expenses amounted to $9 million in the second quarter of 2010, compared to $14 million in the second quarter of 2009. The PPA effects included in the operating expenses amounted to $5 million in the second quarter of 2010 (2009: $4 million). Operating expenses were mainly related to the real estate and facility management costs and the management fee allocated to our Manufacturing Operations segment.

Income (Loss) from Operations

We had a loss from operations of $13 million in the second quarter of 2010, compared to a loss of $83 million in the second quarter of 2009. Included are the PPA effects of $7 million in the second quarter of 2010, compared to $57 million in the second quarter of 2009. The PPA effects in the second quarter of 2009 included an additional write down related to the closure of our factory at Fishkill, U.S.A. The restructuring and other incidental items amounted to an aggregate cost of $6 million in the second quarter of 2010 compared to $25 million in the second quarter of 2009. Those costs were mainly related to the process and product transfer costs as part of the Redesign Program.

Corporate and Other

Our Corporate and Other segment includes our NuTune CAN tuner joint venture (which was reported under the former Home segment), NXP Software, intellectual property management, corporate research and development and corporate infrastructure.

Sales

Sales in the second quarter of 2010 were $39 million, which primarily related to NuTune and Software, compared to $42 million in the second quarter of 2009.

Operating Expenses

Operating expenses amounted to $36 million in the second quarter of 2010, compared to $38 million in the second quarter of 2009. Included are the restructuring and other incidental items which amounted to an aggregate cost of $6 million in the second quarter of 2010, compared to $23 million in the second quarter of 2009. The other incidental items are largely related to the IT system reorganization costs and merger and acquisition related costs.

Divested Home Activities

On February 8, 2010, we divested a major portion of our former Home segment to Trident. The remaining part of the former Home segment has been moved into the High-Performance Mixed-Signal and Corporate and Other segments.

There were no sales or operating expenses in the second quarter of 2010 under this segment. In the second quarter of 2009, sales amounted to $109 million and operating expenses amounted to $80 million.

[-14]

Three Months ended July 4, 2010 compared to Three Months ended April 4, 2010 for the Group

Sales

The following table presents the aggregate sales and income from operations (IFO) by segment for the three months ended July 4, 2010 and April 4, 2010.

($ in millions, unless otherwise stated)	Q1 2010					Q2 2010
	Sales	IFO		In % of sales		Sales	IFO		In % of sales
High-Performance Mixed-Signal	695	51		7.3		719	97		13.5
Standard Products	279	24		8.6		289	29		10.0
Manufacturing Operations	109	(16	)	(14.7	)	154	(13	)	(8.4	)
Corporate and Other	35	(28	)	NM	1)	39	(20	)	NM	1)
Divested Home Activities	47	(31	)	(66.0	)	—	—		—
Total	1,165	0		0		1,201	93		7.7

1) NM: Not meaningful

The following table presents the reconciliation from nominal sales growth to comparable sales growth for the three months ended July 4, 2010 compared to the three months ended April 4, 2010.

In %	NominalGrowth		ConsolidationChanges		CurrencyEffects	ComparableGrowth
High-Performance Mixed-Signal	3.5		—		3.1	6.6
Standard Products	3.6		—		2.6	6.2
Manufacturing Operations	41.3		(37.1	)	—	4.2
Corporate and Other	11.4		—		0.6	12.0
Divested Home Activities	NM	1)
Total	3.1		0.7		2.7	6.5

1) NM: Not meaningful

Sales were $1,201 million in the second quarter of 2010 compared to $1,165 million in the first quarter of 2010, a nominal increase of 3.1%, and a comparable increase of 6.5%. The increase in sales, compared to the first quarter of 2010, was mainly due to our ability to continuously ramp up the manufacturing operations to support the increased demand. The sales increase was partly offset by the divestment of a major portion of our former Home segment to Trident on February 8, 2010. The sales of these Divested Home Activities amounted to $47 million in the first quarter of 2010 compared to nil in the second quarter of 2010. However, NXP agreed to continue supplies for the related divested activities. These supplies to Trident amounted to $80 million in the second quarter of 2010 compared to $38 million in the first quarter of 2010 and are reported under the Manufacturing Operations segment. Sales in the second quarter of 2010 were also affected by unfavorable currency movements of $30 million compared to the first quarter of 2010.

Gross Profit

Our gross profit was $472 million, or 39.3% of our sales, in the second quarter of 2010, compared to $428 million, or 36.7% of our sales, in the first quarter of 2010. The PPA effects that were included in gross profit amounted to $3 million in the second quarter of 2010, compared to $12 million in the first quarter of 2010. Our gross profit also included restructuring and other incidental items, which amounted to an aggregate cost of $7 million in the second quarter of 2010, compared to $5 million in the first quarter of 2010. Those costs were mainly related to process and product transfer costs in connection with our Redesign Program. The increase in our gross profit in the second quarter of 2010 was mainly due to higher sales, lower PPA effects and lower restructuring and other incidental items. This was partly offset by an unfavorable currency effects and the Divested Home Activities, which achieved a gross profit of $16 million in the first quarter of 2010. The utilization of our factories, based on ‘wafer starts’, increased to an average of 96% in the second quarter of 2010, compared to an average of 93% in the first quarter of 2010.

[-15]

Selling Expenses

Our selling expenses were $65 million, or 5.4% of our sales, in the second quarter of 2010, compared to $66 million, or 5.7% of our sales, in the first quarter of 2010. The selling expenses did not include any restructuring and other incidental items in the second quarter of 2010, compared to an aggregate income of $2 million in the first quarter of 2010. The lower selling expenses in the second quarter of 2010 were mainly due to the favorable currency effects compared to first quarter of 2010.

General and Administrative Expenses

General and administrative expenses amounted to $176 million, or 14.7% of our sales, in the second quarter of 2010, compared to $191 million, or 16.4% of our sales, in the first quarter of 2010. The PPA effects that were included in our general and administrative expenses amounted to $81 million in the second quarter of 2010, compared to $73 million in the first quarter of 2010. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $14 million related to a revision of the useful life of an intangible asset. The general and administrative expenses, in the second quarter of 2010, included restructuring and other incidental items amounting to an aggregate cost of $2 million. Those restructuring and other incidental items were largely related to IT system reorganization costs, certain merger and acquisition (M&A) related costs, partly offset by a release of certain restructuring provisions. In the first quarter of 2010, the restructuring and other incidental items that impacted on our general and administrative expenses amounted to an aggregate cost of $33 million and were largely related to the restructuring costs, IT system reorganization costs and certain merger and acquisition (M&A) costs. The lower general and administrative expenses were largely due to lower restructuring and other incidental items and favorable currency effects.

Research and Development Expenses

Our research and development expenses amounted to $137 million, or 11.4% of our sales, in the second quarter of 2010, compared to $154 million, or 13.2% of our sales, in the first quarter of 2010. Our research and development expenses, in the second quarter of 2010, included restructuring and other incidental items amounting to an aggregate income of $2 million mainly related to a release of restructuring provisions, compared to an aggregate cost of $3 million in the first quarter of 2010. The reduction in our research and development expenses was largely due to lower costs related to restructuring and other incidental items, the Divested Home Activities which amounted to an aggregate cost of $16 million in the first quarter of 2010, and favorable currency effects compared to the first quarter of 2010. These reductions were partly offset by additional investments in the High-Performance Mixed-Signal applications.

Other Income (Expense)

Other income and expense was a loss of $1 million in the second quarter of 2010, compared to a loss of $17 million in the first quarter of 2010. Included are incidental items, amounting to an aggregate cost of $3 million in the second quarter of 2010 and an aggregate cost of $20 million in the first quarter of 2010, and were related to gains and losses realized on the completed divestment transactions and sale of other tangible fixed assets.

[-16]

Income (Loss) from Operations

The following tables present the aggregate by segment of income (loss) from operations for the three months ended July 4, 2010 and April 4, 2010, which includes the effects of PPA, restructuring and other incidental items:

($ in millions)	Q2 2010
	Income (Loss)fromOperations		Effects ofPPA		Restructuring		OtherIncidentalItems
High-Performance Mixed-Signal	97		(58	)	5		—
Standard Products	29		(19	)	(1	)	—
Manufacturing Operations	(13	)	(7	)	(2	)	(4	)
Corporate and Other	(20	)	—		8		(14	)
Divested Home Activities	—		—		—		—
Total	93		(84	)	10		(18	)

($ in millions)	Q1 2010
	Income (Loss)fromOperations		Effects of PPA1)		Restructuring		OtherIncidentalItems
High-Performance Mixed-Signal	51		(63	)	1		(1	)
Standard Products	24		(16	)	2		(1	)
Manufacturing Operations	(16	)	(6	)	(2	)	(6	)
Corporate and Other	(28	)	—		(11	)	(11	)
Divested Home Activities	(31	)	—		(4	)	(26	)
Total	0		(85	)	(14	)	(45	)

1) Effects of PPA includes $9 million (HPMS $6 million and Manufacturing Operations $3 million) additional write-down of a site in Germany.

Our income from operations included depreciation and amortization, including PPA effects and the accelerated amortization charge related to an intangible asset, which aggregated to a total charge of $169 million in the second quarter of 2010 and $193 million in the first quarter of 2010. Depreciation and amortization in the second quarter of 2010 included $1 million related to restructuring and other incidental items, compared to $21 million in the first quarter of 2010.

[-17]

Three Months ended July 4, 2010 compared to Three Months ended April 4, 2010 by Segment

High-Performance Mixed-Signal

($ in millions, unless otherwise stated)	Q1 2010		Q2 2010
Sales	695		719
% nominal growth	9.1		3.5
% comparable growth	11.5		6.6
Gross profit	330		379
Income (loss) from operations	51		97
Effects of PPA	(63	)	(58	)
Restructuring charges	1		5
Other incidental items	(1	)	—

Sales

Sales in the second quarter of 2010 were $719 million compared to $695 million in the first quarter of 2010, a nominal increase of 3.5%, and a comparable increase of 6.6%. The increase in sales, compared to the first quarter of 2010, was largely attributable to our ability to continuously ramp up the manufacturing operations to support the increased demand. This increase in sales was partly offset by unfavorable currency effects of $22 million, compared to the first quarter of 2010.

Gross Profit

Gross profit in the second quarter of 2010 was $379 million, or 52.7% of sales, compared to $330 million, or 47.5% of sales, in the first quarter of 2010. Included are PPA effects of $1 million in the second quarter of 2010, compared to $10 million in the first quarter of 2010. Restructuring and other incidental items amounted to an aggregate income of $2 million and were mainly related to the release of restructuring provision. Restructuring and other incidental items, in the first quarter of 2010, included a release for restructuring of $1 million offset by an incidental cost of $1 million. The increase in gross profit was largely due to higher sales supported by cost savings resulting from the ongoing Redesign Program.

Operating Expenses

Operating expenses amounted to $282 million in the second quarter of 2010, or 39.2% of sales, compared to $279 million in the first quarter of 2010, or 40.3% of sales. Operating expenses included PPA effects of $57 million in the second quarter of 2010, compared to $53 million in the first quarter of 2010. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $8 million related to a revision of the useful life of an intangible asset. The increase in operating expenses was largely due to higher general and administrative costs. Restructuring and other incidental items, in the second quarter of 2010, amounted to an aggregate income of $3 million related to the release of restructuring provisions, compared to nil in the first quarter of 2010.

Income (Loss) from Operations

We had an income from operations of $97 million in the second quarter of 2010, compared to $51 million in the first quarter of 2010. Included are PPA effects of $58 million in the second quarter of 2010 compared to $63 million in the first quarter of 2010. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $8 million related to a revision of the useful life of an intangible asset. Restructuring and other incidental items in the second quarter of 2010 amounted to an aggregate income of $5 million, mainly due to the release of restructuring provisions. Restructuring and other incidental items in the first quarter of 2010 were mainly related to process and product transfer costs offset by a release of restructuring provision. The increase in income from operations, compared to first quarter of 2010, was mainly due to higher gross profit, resulting from higher sales and redesign savings, partly offset by the higher operating expenses.

[-18]

Standard Products

($ in millions, unless otherwise stated)	Q1 2010		Q2 2010
Sales	279		289
% nominal growth	0.7		3.6
% comparable growth	2.6		6.2
Gross profit	77		89
Income (loss) from operations	24		29
Effects of PPA	(16	)	(19	)
Restructuring charges	2		(1	)
Other incidental items	(1	)	—

Sales

Sales in the second quarter of 2010 were $289 million, compared to $279 million in the first quarter of 2010, a nominal increase of 3.6%, and a comparable increase of 6.2%. The increase in sales, compared to the first quarter of 2010, was mainly due to our ability to ramp up production in response to the increased demand. This increase in sales was partly offset by unfavorable currency effects of $7 million, compared to the first quarter of 2010.

Gross Profit

Gross profit in the second quarter of 2010 was $89 million, or 30.8% of sales, compared to $77 million, or 27.6% of sales, in the first quarter of 2010. There were no PPA effects included in the gross profit for the first and second quarter of 2010. Restructuring and other incidental items amounted to an aggregate cost of $1 million in the second quarter of 2010 compared to an aggregate income of $1 million in the first quarter of 2010. The increase in gross profit was largely due to the higher sales.

Operating Expenses

Operating expenses amounted to $60 million in the second quarter of 2010, or 20.8% of sales, compared to $53 million in the first quarter of 2010, or 19.0% of sales. Operating expenses included PPA effects of $19 million in the second quarter of 2010, compared to $16 million in the first quarter of 2010. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $6 million related to a revision of the useful life of an intangible asset. The increase in operating expenses was due to the accelerated amortization charge and increased sales and marketing activities.

Income (Loss) from Operations

We had an income from operations of $29 million in the second quarter of 2010, compared to $24 million in the first quarter of 2010. Included are PPA effects of $19 million in the second quarter of 2010, compared to $16 million in the first quarter of 2010. PPA effects in the second quarter of 2010 included an accelerated amortization charge of $6 million related to a revision of the useful life of an intangible asset. The increase in income from operations was mainly due to the higher gross profit, partly offset by higher operating expenses.

Manufacturing Operations

Sales

Sales of our Manufacturing Operations segment were $154 million in the second quarter of 2010, compared to $109 million in the first quarter of 2010. The increase in sales was mainly due to sales to Trident, which amounted to $80 million in the second quarter of 2010, compared to $38 million in the first quarter of 2010. The factory utilization based on ‘wafer starts’ improved from 93% in the first quarter of 2010 to 96% in the second quarter of 2010.

Operating Expenses

Operating expenses amounted to $9 million in the first and second quarter of 2010. PPA effects included in the operating expenses amounted to $5 million in the second quarter of 2010 (first quarter: $4 million). Operating expenses were mainly related to the real estate and facility management costs and the management fee allocated to our Manufacturing Operations segment.

[-19]

Income (Loss) from Operations

We had a loss from operations of $13 million in the second quarter of 2010, compared to a loss of $16 million in the first quarter of 2010. Included are PPA effects of $7 million in the second quarter of 2010 (first quarter: $6 million). Restructuring and other incidental items amounted to an aggregate cost of $6 million in the second quarter of 2010 compared to $8 million in the first quarter of 2010. Those costs were mainly related to process and product transfer costs as part of the Redesign Program.

Corporate and Other

Sales

Sales in the second quarter of 2010 were $39 million, which primarily related to NuTune and Software, compared to $35 million in the first quarter of 2010.

Operating Expenses

Operating expenses amounted to $36 million in the second quarter of 2010, compared to $48 million in the first quarter of 2010. Included are the restructuring and other incidental items which amounted to an aggregate cost of $6 million in the second quarter of 2010, compared to $22 million in the first quarter of 2010. The other incidental items are largely related to the IT system reorganization costs and merger and acquisition related costs.

Divested Home Activities

There were no sales and operating expenses in the second quarter of 2010 under this segment. In the first quarter of 2010 (until February 8), sales amounted to $47 million and operating expenses amounted to $21 million.

[-20]

Six Months ended July 4, 2010 compared to Six Months ended June 28, 2009 for the Group

Sales

The following table presents the aggregate sales and income from operations (IFO) by segment for the six months ended July 4, 2010 and June 28, 2009.

($ in millions, unless otherwise stated)	YTD 2009					YTD 2010
	Sales	IFO		In % of sales		Sales	IFO		In % of sales
High-Performance Mixed-Signal	827	(176	)	(21.3	)	1,414	148		10.5
Standard Products	358	(74	)	(20.7	)	568	53		9.3
Manufacturing Operations	152	(132	)	(86.8	)	263	(29	)	(11.0	)
Corporate and Other	82	(54	)	NM	1)	74	(48	)	NM	1)
Divested Home Activities	186	(128	)	(68.8	)	47	(31	)	(66.0	)
Total	1,605	(564	)	(35.1	)	2,366	93		3.9

1) NM: Not meaningful

The following table presents the reconciliation from nominal sales growth to comparable sales growth for the six months ended July 4, 2010 compared to the six months ended June 28, 2009.

In %	NominalGrowth		ConsolidationChanges		CurrencyEffects	ComparableGrowth
High-Performance Mixed-Signal	71.0		—		0.1	71.1
Standard Products	58.7		—		—	58.7
Manufacturing Operations	73.0		(77.6	)	—	(4.6	)
Corporate and Other	(9.8	)	—		—	(9.8	)
Divested Home Activities	NM	1)			—
Total	47.4		7.7		—	55.1

1) NM: Not meaningful

Sales were $2,366 million in the first six months of 2010 compared to $1,605 million in the first six month of 2009, a nominal increase of 47.4%, and a comparable increase of 55.1%. The increase in sales, compared to the first six months of 2009, was mainly due to the overall economic recovery, our ability to ramp up production to meet higher demand and the increase in our market share driven by design wins across a wide range of our business lines. The sales increase was partly offset by the divestment of a major portion of our former Home segment to Trident on February 8, 2010. The sales of these Divested Home Activities amounted to $186 million in the first six months of 2009 compared to $47 million in the first six months of 2010. However, NXP agreed to continue supplies for the related divested activities. These supplies to Trident amounted to $118 million in the first six months of 2010 compared to nil in the first six months 2009 and are reported under the Manufacturing Operations segment.

Gross Profit

Our gross profit was $900 million, or 38.0% of our sales, in the first six months of 2010, compared to $254 million, or 15.8% of our sales, in the first six months of 2009. PPA effects included in gross profit amounted to $15 million in the first six months of 2010, compared to $58 million in the first six months of 2009. The higher PPA effects in the first six months of 2009 were related to the additional write-down due to the closure of our factory in Fishkill, U.S.A. Our gross profit included restructuring and other incidental items, which amounted to an aggregate cost of $12 million in the first six months of 2010. Those costs were mainly related to process and product transfer costs in connection with our Redesign Program partly offset by release of certain restructuring provisions. Restructuring and other incidental items included in our gross profit in the first six months of 2009 amounted to an aggregate cost of $78 million and were largely related to the sale of our factory in Caen, France and the closure of our factory in Fishkill, U.S.A., as part of our Redesign Program.

[-21]

The increase in our gross profit in the second quarter of 2010 was largely due to higher sales and a favorable product mix due to increased revenues from our HPMS segment which sells products with higher margin. The increase in our gross profit was also supported by the cost reductions that we achieved as a result of the ongoing Redesign Program.

Selling Expenses

Our selling expenses were $131 million, or 5.5% of our sales, in the first six months of 2010, compared to $120 million, or 7.5% of our sales, in the first six months of 2009. The increase in our selling expenses is in line with our overall strategy to better serve our customers with High-Performance Mixed-Signal solutions. The increase in selling expenses was partly offset by the effect of the divestment of a major portion of our former Home segment to Trident, which amounted to $15 million in the first six months of 2009. Selling expenses included restructuring and other incidental items amounting to an aggregate income of $2 million in the first six months of 2010 compared to aggregate costs of $1 million in the first six months of 2009.

General and Administrative Expenses

General and administrative expenses amounted to $367 million, or 15.5% of our sales, in the first six months of 2010, compared to $337 million, or 21.0% of our sales, in the first six months of 2009. PPA effects that were included in our general and administrative expenses amounted to $154 million in the first six months of 2010, compared to $158 million in the first six months of 2009. PPA effects in the first six months of 2010 included an accelerated amortization charge of $14 million related to a revision of the useful life of an intangible asset. The restructuring and other incidental items, in the first six months of 2010, amounted to an aggregate cost of $35 million. Those restructuring and other incidental items were largely related to IT system reorganization costs, certain merger and acquisition (M&A) related costs and the restructuring charges. Restructuring and other incidental items, in the first six months of 2009, amounted to aggregated costs of $39 million and were largely related to restructuring costs, IT system reorganization costs and certain M&A costs. The general and administrative expenses in the first six months of 2009 were lowered by a release of bonus accruals for employees. This resulted in higher general and administrative expenses in the first six months of 2010 compared to the first six months of 2009, partly offset by lower costs related restructuring and other incidental items and PPA effects. Furthermore, the Divested Home Activities amounted to an aggregate cost of $20 million in the first six months of 2009 compared to $3 million in the first six months of 2010.

Research and Development Expenses

Our research and development expenses amounted to $291 million, or 12.3% of our sales, in the first six months of 2010, compared to $375 million, or 23.4% of our sales, in the first six months of 2009. Our research and development expenses, in the first six months of 2010, included restructuring and other incidental items amounting to an aggregate income of $1 million, compared to aggregated costs of $22 million in the first six months of 2009 and were largely related to restructuring costs as a part of the Redesign Program. The reduction in our research and development expenses was largely due to the Divested Home Activities, which amounted to aggregated costs of $125 million in the first six months of 2009 compared to $16 million in the first six months of 2010, and lower costs related to restructuring and other incidental items. These reductions were partly offset by higher investments in the High-Performance Mixed-Signal segment.

Other Income (Expense)

Other income and expense was a loss of $18 million in the first six months of 2010, compared to a gain of $14 million in the first six months of 2009. Included are incidental items, amounting to aggregated costs of $22 million in the first six months of 2010, compared to an aggregate income of $13 million in the first six months of 2009. Other income and expense included gains and losses realized on the completed divestment transactions and sale of other tangible fixed assets.

Restructuring Charges

In the first six months of 2010, restructuring charges were recorded as a result of the ongoing restructuring projects, initiated in September 2008.

In the aggregate, the net restructuring charges that affected our income from operations in the first six months of 2010 amounted to $4 million (against $61 million in the same period of 2009), of which $5 million were related to employee termination costs from the Redesign Program. The remainder was largely due to costs related to the closure of businesses such as the front-end manufacturing facility in Hamburg, Germany offset by the release of provisions.

[-22]

On aggregate, the restructuring costs recorded in the statement of operations are included in the following line items:

	For the six months ended
	June 28, 2009	July 4, 2010
Cost of sales	24	(3	)
Selling expenses	1	(2	)
General and administrative expenses	19	10
Research & development expenses	17	(1	)
Other income and expenses	—	—
Net restructuring charges	61	4

As of July 4, 2010, the total restructuring liability was $175 million, which consisted of $147 million of short-term provisions and $19 million of long-term provisions, both of which related to employee termination costs, and $9 million of accrued liabilities.

Income (Loss) from Operations

The following tables present the aggregate by segment of income (loss) from operations for the six months ended July 4, 2010 and June 28, 2009, which includes the effects of PPA, impairment and restructuring and other incidental items:

($ in millions)	YTD 2010
	Income (Loss)fromOperations		Effects ofPPA		Restructuring		OtherIncidentalItems
High-Performance Mixed-Signal	148		(121	)	6		(1	)
Standard Products	53		(35	)	1		(1	)
Manufacturing Operations	(29	)	(13	)	(4	)	(10	)
Corporate and Other	(48	)	—		(3	)	(25	)
Divested Home Activities	(31	)	—		(4	)	(26	)
Total	93		(169	)	(4	)	(63	)
($ in millions)	YTD 2009
	Income (Loss)fromOperations		Effects ofPPA		Restructuring		OtherIncidentalItems
High-Performance Mixed-Signal	(176	)	(110	)	(5	)	(11	)
Standard Products	(74	)	(38	)	(1	)	(2	)
Manufacturing Operations	(132	)	(64	)	(16	)	(43	)
Corporate and Other	(54	)	(1	)	(32	)	(9	)
Divested Home Activities	(128	)	(3	)	(7	)	(1	)
Total	(564	)	(216	)	(61	)	(66	)

Our income from operations included depreciation and amortization, including PPA effects and the accelerated amortization charge related to an intangible asset, which aggregated to a total charge of $362 million in the first six months of 2010 and $464 million in the first six months of 2009. Depreciation and amortization in the first six months of 2010 included $22 million related to restructuring and other incidental items, compared to $9 million in the first six months of 2009.

[-23]

Financial Income (Expense)

($ in millions)	YTD 2009		YTD 2010
Interest income	4		—
Interest expense	(195	)	(158	)
Foreign exchange results	(29	)	(552	)
Extinguishment of debt	517		2
Other	(24	)	(7	)
Total	273		(715	)

Financial income and expenses was a net expense of $715 million in the first six months of 2010, compared to a net income of $273 million in the first six months of 2009. Net interest expense amounted to $158 million in the first six months of 2010, compared to $191 million in the first six months of 2009. Financial income and expenses also included a loss of $552 million in the first six months of 2010, as a result of a change in foreign exchange rates mainly applicable to our U.S. dollar-denominated notes and short-term loans, compared to a loss of $29 million in the first six months of 2009. The first six months of 2009 included a gain of $517 million resulting from the extinguishment of debt, compared to a gain of $2 million in the first six months of 2010.

Income Tax Benefit (Expenses)

The effective income tax rates for the six months ended July 4, 2010 and June 28, 2009 were (1.4%) and (3.4%) respectively. The difference in the effective tax rate for the six months ended July 4, 2010 compared to the same period in the prior year was primarily due to an increase of losses in tax jurisdictions for which a full valuation allowance is recorded in both the six months ended July 4, 2010 and June 28, 2009.

Results Relating to Equity-accounted Investees

Results relating to the equity-accounted investees amounted to a loss of $55 million in the first six months of 2010, compared to a gain of $75 million in the first six months of 2009. The loss in 2010 was related to our investment in Trident, whereas the gain in 2009 was related to the release of translation differences related to the sale of our share in the ST-NXP Wireless joint venture.

Net Income (loss)

Net income amounted to a loss of $686 million in the first six months of 2010 compared to $226 million in the first six months of 2009.

The significant improvement of income from operations from a loss of $ 564 million in the first six months of 2009 to a profit of $ 93 million in the first six months of 2010 is offset by the development in financial income and expense. In the first six months of 2009 we included a gain of $517 million in financial income and expense resulting from the extinguishment of debt. Furthermore the considerably higher foreign exchange rate losses resulted in $523 million higher financial expenses in the first six months of 2010.

Non-controlling Interests

The share of non-controlling interests amounted to a profit of $21 million in the first six month of 2010, compared to a loss of $5 million in the first six month of 2009. This mostly related to the third-party share in the results of consolidated companies, predominantly SSMC and NuTune.

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Six Months ended July 4, 2010 compared to Six Months ended June 28, 2009 by Segment

High-Performance Mixed-Signal

($ in millions, unless otherwise stated)	YTD 2009		YTD 2010
Sales	827		1,414
% nominal growth	(37.9	)	71.0
% comparable growth	(34.9	)	71.1
Gross profit	272		709
Income (loss) from operations	(176	)	148
Effects of PPA	(110	)	(121	)
Restructuring charges	(5	)	6
Other incidental items	(11	)	(1	)

Sales

Sales in the first six months of 2010 were $1,414 million compared to $827 million in the first six months of 2010, a nominal increase of 71.0%, and a comparable increase of 71.1%. The increase in sales, compared to the first six months of 2010, was largely attributable to the global economic recovery supported by market share gain driven by various design wins, over the past quarters, across a wide range of our business lines, and our responsive manufacturing operations.

Gross Profit

Gross profit in the first six months of 2010 was $709 million, or 50.1% of sales, compared to $272 million, or 32.9% of sales, in the first six months of 2009. Included are the PPA effects of $11 million in the first six months of 2010, compared to $1 million in the first six months of 2009. The restructuring and other incidental items amounted to an aggregate income of $2 million and were mainly related to the release of restructuring provision. The restructuring and other incidental items, in the first six months of 2009, amounted to an aggregate cost of $16 million. The increase in gross profit was largely due to the higher sales supported by cost savings resulting from the ongoing Redesign Program.

Operating Expenses

Operating expenses amounted to $561 million in the first six months of 2010, or 39.7% of sales, compared to $454 million in the first six months of 2009, or 54.9% of sales. Operating expenses included the PPA effects of $110 million in the first six months of 2010, compared to $109 million in the first six months of 2009. PPA effects in the first six months of 2010 included an accelerated amortization charge of $8 million related to a revision of the useful life of an intangible asset. The increase in operating expenses was largely due to higher investments in research and development costs and higher selling costs in line with our strategy of creating “application marketing” teams to better serve our customers. The restructuring and other incidental items, in the first six months of 2010, amounted to an aggregate income of $3 million related to the release of certain restructuring provisions, compared to nil in the first six months of 2009.

Income (Loss) from Operations

We had an income from operations of $148 million in the first six months of 2010, compared to a loss of $176 million in the first six months of 2009. Included are the PPA effects of $121 million in the first six months of 2010 compared to $110 million in the first six months of 2009. PPA effects in the first six months of 2010 included an accelerated amortization charge of $8 million related to a revision of the useful life of an intangible asset. The restructuring and other incidental items in the first six months of 2010 amounted to an aggregate income of $5 million, mainly due to the release of certain restructuring provisions. The restructuring and other incidental items in the first six months of 2009 amounted to an aggregate cost of $16 million and were mainly related to process and product transfer costs. The increase in income from operations, compared to first six months of 2009, was mainly due to higher gross profit, resulting from higher sales and redesign savings, partly offset by the higher operating expenses.

[-25]

Standard Products

($ in millions, unless otherwise stated)	YTD 2009		YTD 2010
Sales	358		568
% nominal growth	(36.5	)	58.7
% comparable growth	(33.8	)	58.7
Gross profit	32		166
Income (loss) from operations	(74	)	53
Effects of PPA	(38	)	(35	)
Restructuring charges	(1	)	1
Other incidental items	(2	)	(1	)

Sales

Sales in the first six months of 2010 were $568 million, compared to $358 million in the first six months of 2009, a nominal and comparable increase of 58.7%. The increase in sales, compared to the first six months of 2009, was mainly due to our ability to ramp up production in response to the increased demand.

Gross Profit

Gross profit in the first six months of 2010 was $166 million, or 29.2% of sales, compared to $32 million, or 8.9% of sales, in the first six months of 2009. There were no PPA effects included in the gross profit for the first six months of 2010 and 2009. The restructuring and other incidental items, in the first six months of 2010, included a release for restructuring of $1 million offset by an incidental cost of $1 million. The first six months of 2009 included restructuring and other incidental items amounting to an aggregate cost of $2 million. The increase in gross profit was largely due to the higher sales.

Operating Expenses

Operating expenses amounted to $113 million in the first six months of 2010, or 19.9% of sales, compared to $106 million in the first six months of 2009, or 29.6% of sales. Operating expenses included PPA effects of $35 million in the first six months of 2010, compared to $38 million in the first six months of 2009. PPA effects in the first six months of 2010 included an accelerated amortization charge of $6 million related to a revision of the useful life of an intangible asset. The increase in operating expenses was in line with increased sales and marketing activities and an impairment charge.

Income (Loss) from Operations

We had an income from operations of $53 million in the first six months of 2010, compared to a loss of $74 million in the first six months of 2009. Included are the PPA effects of $35 million in the first six months of 2010, compared to $38 million in the first six months of 2009. PPA effects in t he first six months of 2010 included an accelerated amortization charge of $6 million related to a revision of the useful life of an intangible asset. The increase in income from operations was mainly due to the higher gross profit partly offset by higher operating expenses.

Manufacturing Operations

Sales

Sales of our Manufacturing Operations segment were $263 million in the first six months of 2010, compared to $152 million in the first six months of 2009. The increase in sales was mainly due to sales to Trident, which amounted to $118 million in the first six months of 2010, compared to nil in the first six months of 2009.

Operating Expenses

Operating expenses amounted to $18 million in the first six months of 2010 compared to $35 million in the first six months of 2009. The PPA effects included in the operating expenses amounted to $9 million in the first six months of 2010 and 2009. Operating expenses were mainly related to the real estate and facility management costs and the management fee allocated to our Manufacturing Operations segment.

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Income (Loss) from Operations

We had a loss from operations of $29 million in the first six months of 2010, compared to a loss of $132 million in the first six months of 2009. Included are the PPA effects of $12 million in the first six months of 2010, compared to $65 million in the first six months of 2009. The restructuring and other incidental items amounted to an aggregate cost of $15 million in the first six months of 2010 and were mainly related to the process and product transfer costs as part of the Redesign Program. The restructuring and other incidental items amounted to an aggregate cost of $60 million in the first six months of 2009 and were mainly related to sale of our factory in Caen, France and closure of our factory in Fishkill, U.S.A.

Corporate and Other

Sales

Sales in the first six months of 2010 were $74 million, which primarily related to NuTune and Software, compared to $82 million in the first six months of 2009.

Operating Expenses

Operating expenses amounted to $84 million in the first six months of 2010, compared to $75 million in the first six months of 2009. Included are the restructuring and other incidental items which amounted to an aggregate cost of $30 million in the first six months of 2010, compared to $47 million in the first six months of 2009. The other incidental items are largely related to the IT system reorganization costs and merger and acquisition related costs.

Divested Home Activities

Sales in the first six months of 2010 amounted to $47 million (until February 8) compared to $186 million in the first six months of 2009. The operating expenses amounted to $21 million in the first six months of 2010 compared to $161 million in the first six months of 2009.

Employees

The following tables provide an overview of the number of employees per segment and geographic area at July 4, 2010 and December 31, 2009.

(number of full-time employees)	December 31,2009	July 4,2010
High-Performance Mixed-Signal	2,910	2,770
Standard Products	2,021	2,321
Manufacturing Operations	14,725	15,900
Corporate and Other	7,456	7,917
Divested Home Activities	1,038	—
Total	28,150	28,908
(number of full-time employees)	December 31,2009	July 4,2010
Europe and Africa	8,734	8,328
Americas	728	514
Greater China	7,159	7,301
Asia Pacific	11,529	12,765
Total	28,150	28,908

[-27]

Liquidity and Capital Resources

At the end of the ~~second~~third quarter of 2010, our cash balance amounted to $~~842~~962 million ~~compared to a cash balance of $1,373 million at the end of the second quarter of 2009~~. Taking into account the available undrawn amount under the Secured Revolving Credit facility, we had $~~865~~1,098 million of liquidity available ~~at the end of the second quarter of 2010~~.

~~Operationally~~At ~~our~~the ~~business~~end ~~improved~~of ~~over~~2009 ~~the~~we ~~last~~had ~~twelve~~a ~~months but~~ cash ~~spent~~balance onof ~~the~~$1,041 ~~redesign~~million ~~program~~ and during ~~bond~~the ~~buy~~last ~~backs~~nine ~~resulted~~months inour cash ~~out~~decreased ofby $~~318~~ 79 million. ~~and~~This included a decrease of cash of $~~299~~43 million, ~~respectively~~related to the translation of foreign denominated cash balances into USD. ~~Income~~We ~~tax~~were able to generate cash ~~payments~~from ~~amounted~~our own operations amounting to $2224 million in the ~~second~~first ~~quarter~~nine ~~and~~months of 2010 compared to a cash outflow of $5768 million in the ~~first~~same ~~half~~period oflast ~~2010~~year. Operationally our business improved and cash spent on the redesign program resulted in a cash outflow of $181 million.

Net capital expenditures ~~increased~~for toproperty, ~~$53~~plant ~~million~~and ~~in the second quarter of 2010 due to increased business activity compared to $3 million only in the second quarter of 2009. Capital expenditure were also low in 2009 due to the relocation of existing~~ equipment. ~~Net capital expenditures~~ increased to $~~101~~67 million in the ~~last~~third ~~six~~quarter ~~months~~ of 2010 compared to $369 million in the ~~first~~third ~~six~~quarter ~~months~~ of 2009~~. We~~ ~~also~~due ~~paid~~to ~~$47~~increased ~~million~~business toactivity. ~~Trident~~In in the ~~first~~third quarter of 2010 aswe ~~part~~sold ~~of the divestment of a major portion of~~ our ~~former~~interest ~~Home business unit. During the first six months of 2009 we received~~ in ~~total~~Virage ~~$123 million~~ which ~~was~~resulted ~~mainly~~in ~~related~~net toproceeds ~~the sale~~ of ~~the~~$27 ~~remaining part of our mobile business, the sale of our shares in DSPG and a loan repayment~~million.

WeIn ~~did~~the ~~not~~first ~~buy~~nine ~~back~~months ~~any~~ of ~~our outstanding~~2010, ~~debt~~net ~~during~~capital ~~the~~expenditures ~~quarter~~for ~~ended July 4~~property, ~~2010~~plant and ~~the~~equipment ~~reduction~~amounted into ~~our~~$166 ~~gross~~million ~~debt position~~ compared to $42 million in the ~~first~~same ~~quarter~~period of 2009. In 2010 iswe ~~related~~sold toour ~~currency~~interest ~~movements~~in Virage which resulted in net proceeds of $27 million. ~~Since~~As ~~the~~part ~~second~~of ~~quarter~~the sale of ~~2009,~~a major portion of our ~~debt~~former ~~was~~Home ~~reduced~~business byto Trident, we contributed $147 million in 2010,~~346~~ whereas in 2009 we received a total of $146 million which was mainly related to ~~through~~the asale ~~combination~~of the remaining part of ~~cash~~our ~~buy-backs~~mobile business, the sale of our shares in DSP Group and ~~exchange~~a ~~offers~~loan repayment.

AtIn the ~~end~~third ~~of the second~~ quarter of 2010 we ~~had~~were aable ~~remaining~~to ~~capacity~~buy ofback $23 1,425 million ~~available~~of ~~under~~ our ~~Secured~~outstanding ~~Revolving~~debt ~~Credit~~for ~~facility,~~a ~~after~~cash ~~taking~~consideration ~~into~~of ~~account~~$1,370 ~~the~~million. ~~outstanding~~This ~~bank~~was ~~guarantees~~largely ~~and~~financed ~~based~~by onissuing ~~the~~new ~~quarter~~bonds ~~end~~with ~~exchange~~a ~~rates.~~principal ~~The~~amount ~~facility~~of is$1,000 ~~nominated in Euro’s (€500~~ million) and ~~the~~from ~~outstanding drawings~~a ~~are~~capital incontribution USfrom ~~dollars~~our ~~and~~parent company, ~~amount~~amounting to $~~600~~450 million ~~at the end of this quarter~~.

OfIn the ~~total~~nine ~~cash~~months ~~position~~ of ~~$842~~2010 ~~million~~we atwere ~~the~~able ~~end~~to ~~of the~~buy ~~second~~back ~~quarter,~~ $~~293 was held by SSMC~~1,440 ~~our~~million ~~joint venture company with TSMC, in Singapore. A portion~~ of ~~this~~our ~~cash~~outstanding ~~can~~debt befor ~~distributed to us by way of~~ a ~~dividend but 38.8% of the dividend will be paid to TSMC. In the second quarter of 2010 no~~cash ~~dividends~~consideration ~~were received from SSMC. The income from operations~~ of ~~SSMC was~~ $311,383 million ~~in the second quarter of 2010 and $50 million in the last six months of 2010~~.

~~Our~~At ~~sources~~the end of ~~liquidity~~the ~~include~~third ~~cash~~quarter onof ~~hand,~~2010 ~~cash~~we ~~flow~~still ~~from~~had ~~operations~~a ~~and~~remaining ~~amounts~~capacity of $136 million available under our Secured Revolving Credit ~~Facility. We believe that~~facility, ~~based~~after ontaking ~~our~~into ~~current~~account ~~level~~the ofoutstanding ~~operations~~bank asguarantees ~~reflected~~and inbased ~~our~~on ~~results of operations for~~ the ~~second~~ quarter ofend ~~2010,~~exchange ~~these~~rates. ~~sources~~The offacility ~~liquidity~~is ~~will~~denominated bein ~~sufficient~~Euros toof ~~fund~~which ~~our~~$500 ~~operations,~~million ~~capital~~was ~~expenditures~~drawn ~~and~~at ~~debt~~the ~~service~~end ~~for~~of ~~at least~~ the ~~next~~ ~~twelve~~third ~~months~~quarter.

Total cash amounted to $962 million at the end of the third quarter of which $318 million was held by SSMC, our joint venture company with TSMC, in Singapore. A portion of this cash can be distributed to us by way of a dividend but 38.8% of the dividend will be paid to TSMC. In the third quarter of 2010 no dividends were received from SSMC.

Our sources of liquidity include cash on hand, cash flow from operations and amounts available under our Secured Revolving Credit Facility. We believe that, based on our current level of operations as reflected in our results of operations for the third quarter of 2010, these sources of liquidity will be sufficient to fund our operations, capital expenditures and debt service for at least the next twelve months.

Forward Start Revolving Credit Facility

On May 10, 2010, we entered into a €458 million Forward Start Revolving Credit ~~Facility~~facility, a “forward start” ~~revolving credit facility~~ to refinance our existing secured revolving credit facility (the “Secured Revolving Credit Facility”). The Forward Start ~~Revolving~~ Credit Facility will become available to us on September 28, 2012, the maturity date of our current Secured Revolving Credit Facility, subject to specified terms and conditions, and will mature on September 28, 2015.

~~Cash~~[-14] ~~Flows~~

The condensed consolidated statements of cash flows for the three months ended July 4, 2010 and June 28, 2009 are presented as follows:

($ in millions, unless otherwise stated)	Q2 2009		Q2 2010
Cash flow from operating activities:
Net income (loss)	363		(350	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	(712	)	431
Net cash provided by (used for) operating activities	(349	)	81
Net cash (used for) provided by investing activities	2		(53	)
Net cash (used for) provided by financing activities	(4	)	(3	)
Total change in cash and cash equivalents	(351	)	25
Effect of changes in exchange rates on cash positions	18		(53	)
Cash and cash equivalents at beginning of period	1,706		870
Cash and cash equivalents at end of period	1,373		842

[-28]

Cash Flows

The condensed consolidated statements of cash flows for the three months ended October 3, 2010 and September 27, 2009 are presented as follows:


($ in millions, unless otherwise stated)	Q3 2009			Q3 2010			YTD 2009			YTD 2010

Cash flow from operating activities:
Net income (loss)		428			376			206			(310	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:		(479	)		(218	)		(974	)		534

Net cash provided by (used for) operating activities		(51	)		158			(768	)		224
Net cash (used for) provided by investing activities		(9	)		(51	)		98			(199	)
Net cash (used for) provided by financing activities		(284	)		(47	)		(80	)		(61	)

Total change in cash and cash equivalents		(344	)		60			(750	)		(36	)
Effect of changes in exchange rates on cash positions		32			60			15			(43	)
Cash and cash equivalents at beginning of period		1,373			842			1,796			1,041

Cash and cash equivalents at end of period		1,061			962			1,061			962

Cash Flow from Operating Activities

We generated $81158 million of cash from our operations during the ~~second~~third quarter of 2010, compared to a usage of $~~349~~51 million a year ~~earlier~~ago. An improved economic environment and improved operational business performance ~~was~~were the main ~~driver~~drivers behind this improvement. We had a positive cash inflow of approximately $1.2 billion from our customers versus payments amounting to approximately $1.1 billion in the second quarter of 2010 mainly related to payments to suppliers, staff and for interest. Redesign payments of $3560 million were lower compared to $96125 million a year ago. ~~and~~Cash interest payments amounted to $8656 million in the ~~first~~third quarter of 2010. ~~Despite~~which ~~the~~included ~~higher~~$20 ~~cash~~million ~~interest~~ in payments of ~~$110~~occurred ~~million~~interest ~~(compared~~on tobonds ~~$35~~repurchased ~~million~~earlier. inIn the ~~first~~third quarter of ~~2010)~~2009 ~~our~~$52 ~~cash~~million ~~flow~~was ~~from~~paid ~~operating~~for ~~activities~~interest ~~improved~~on inour ~~the second quarter of 2010~~debt.

Furthermore, in the third quarter of 2010 we had a positive cash inflow of approximately $1.2 billion from, amongst others, our customers versus payments amounting to approximately $1.1 billion mainly related to suppliers and staff.

Cash Flow from Investing Activities

Net cash used for investing activities resulted to $5351 million in the ~~second~~third quarter of 2010, compared to $9 million in the third quarter of 2009. This was mainly driven by an increase of cash spent on gross capital expenditures of $7669 million and partly compensated by the cash received ~~from our sale~~ of ~~assets~~ ~~of approximately~~ $2427 million., ~~This was~~ mainly related to ~~our~~the sale of ~~property in Boeblingen. In the first quarter of 2010 we spent $51 million on gross capital expenditures and paid $47 million to Trident as part of the divestment of a major portion of~~ our ~~former~~stake ~~Home~~in ~~business segment~~Virage. ~~In the second quarter of 2009 the net capital expenditures amounted to $3 million.~~

In the first nine months of 2010 we spent $196 million on gross capital expenditures and paid $47 million to Trident. We also received $27 million, mainly related to the sale of our stake in Virage. The $30 million received as proceeds from the disposal of property, plant and equipment was mainly attributable to the sale of property in Boeblingen. In the first nine months of 2009 we spent $55 million on gross capital expenditures and received $146 million mainly related to the sale of the remaining part of our mobile business and the sale of our shares in DSP Group.

Cash Flow from Financing Activities

~~The~~Net ~~net~~ cash used for financing activities was $347 million in the ~~second~~third quarter of 2010 compared to a usage of $4284 million in the same quarter in 2009. ~~There~~We ~~were~~concluded nobond ~~buy-backs~~repurchases of ~~our~~$1,425 ~~debt~~million inof ~~the~~principal ~~second~~amount ~~quarter~~ of ~~2010~~our ~~and~~debt ~~the~~for ~~reduction~~a incash ~~our~~consideration ~~debt~~of ~~compared~~$1,370 tomillion in the ~~first~~third quarter of 2010 ~~was~~and financed ~~related~~this towith ~~currency~~an ~~movements.~~issuance ~~During~~of ~~the~~new ~~first~~bonds ~~six months~~ of ~~2010 we bought back~~ $~~14.5~~1,000 million ofand ~~our~~a ~~unsecured~~capital ~~bonds~~contribution ~~for~~from aour ~~consideration~~parent company of $12450 million. ~~During~~The ~~the~~cash ~~first~~spent ~~six~~on ~~months~~bond ofrepurchases ~~2009~~in wethe ~~drew~~third anquarter ~~additional~~of ~~$200~~2009 ~~million~~amounted onto ~~our~~$286 ~~revolving credit facility~~million.

In the first nine months of 2010 we spent $61 million on financing activities compared to $80 million in the first nine months of 2009. In addition to the activities described under the third quarter 2010, we bought back an additional amount of $13 million of our bonds in this period. In the first nine months of 2009 we spent $80 million on financing activities which was a result of $286 million spent on bond repurchases and $200 million drawn under our revolving credit facility.

[-15]

Contractual Obligations

No material changes in our contractual obligations occurred since December 2009.

Off-balance Sheet Arrangements

At the end of the ~~second~~third quarter of 2010, we had no off-balance sheet arrangements.

Subsequent events

~~Initial~~New ~~Public~~long-term ~~Offering~~equity incentive program

~~On August 5,~~In October 2010, ~~our~~the ~~parent~~board ~~company~~of directors of NXP Semiconductors N.V. ~~announced~~has ~~that~~resolved ~~its~~to ~~initial~~implement ~~public~~a ~~offering~~new oflong-term ~~34 million~~equity ~~shares~~incentive ofprogram ~~common~~for ~~stock~~management ~~priced~~and key atemployees, ~~$14~~consisting ~~per~~of: (i) a share. ~~The~~plan under which performance shares ~~began~~and ~~trading~~restricted onshares ~~August 6~~can be awarded, ~~2010~~(ii) a restricted stock units plan, onunder ~~the~~which ~~NASDAQ~~performance ~~Global~~related stock units and restricted stock units can be awarded, ~~Select~~and ~~Market~~(iii) a global stock option plan, under ~~the~~which ~~ticker~~stock ~~symbol~~options ~~“NXPI~~can be awarded.” The ~~offering’s~~size ~~underwriters~~of ~~have~~the aannual 30equity pool available for awards under this long-~~day~~term ~~option~~equity toincentive ~~purchase~~program in the period from November 2, 2010 up to ~~5,100,000~~Q4 ~~additional~~2011 represents a maximum of 7.2 million shares of common stock atof ~~the initial public offering price~~NXP.

AsOutlook of the reporting date of this interim report, we have spent on debt buy backs approximately $20 million aggregate principal amount on U.S. dollar denominated 7 7/8% secured notes due October 15, 2014; €32 million aggregate principal amount on Euro denominated 8 5/8% unsecured notes due October 15, 2015 and $38 million aggregate principal amount on U.S. denominated 9.5% unsecured notes due October 15, 2015.

OnDuring ~~August 2~~the third quarter, as lead times continued to move toward more normal levels for most of our products, and customers gained more confidence in ~~2010~~their ability to obtain product, we ~~have~~began ~~amended~~to ~~the~~see ~~Company’s~~adjustments ~~articles~~in oforder ~~association~~patterns. ~~and~~While ~~changed~~demand in our ~~board~~large ~~structure.~~Identification Asand ofAutomotive ~~this~~businesses ~~date~~remains strong, ~~our~~we ~~supervisory~~are ~~board~~seeing issome ~~abolished~~mixed signals in certain consumer, PC and ~~our~~industrial ~~sole~~markets. ~~director~~We believe the signs we are seeing point to a semiconductor market that is ~~our~~transitioning ~~parent~~to ~~company~~more ~~NXP~~normal ~~Semiconductors~~seasonal Ngrowth patterns.V.

~~New~~We ~~Secured~~expect Product ~~Notes~~Revenue in the fourth quarter to be relatively flat sequentially, on a comparable basis. Non-GAAP operating income is expected to be up 3% to 7% percent sequentially as our margins continue to benefit from the results of our Redesign Program.

OnA ~~July 20,~~portion ~~2010,~~of weNXP’s ~~issued~~Product ~~$1,000~~Revenue ~~million~~is ~~aggregate~~denominated ~~principal~~in ~~amount~~currencies ofother ~~new~~than its U.S. dollar reporting currency. Due to the ~~9 3/4%~~difficulty ~~Senior~~of ~~Secured~~forecasting ~~Notes~~fluctuations ~~due~~in ~~2018~~foreign (currency exchange rates relative to the U.S. dollar, primarily the Euro, NXP provides revenue guidance only on a “~~New Secured~~comparable ~~Notes~~basis”). ~~The~~With ~~New~~respect ~~Secured~~to ~~Notes~~the ~~accrue~~Euro, ~~interest~~these atfluctuations ~~the~~tend ~~rate~~to ofbe ~~9 3/4% per~~offset ~~annum~~by ~~and~~fluctuations ~~mature~~in onEuro ~~August 1, 2018.~~based ~~The~~cost ~~New~~such ~~Secured~~that ~~Notes~~there ~~are~~is ~~our~~minimal ~~senior~~impact on operating income.

~~[-29]~~Eindhoven, November 19, 2010

obligations and will be guaranteed, jointly and severally, on a senior basis by certain of our current and future material wholly owned subsidiaries. The New Secured Notes and guarantees are secured by substantially all assets, other than cash and bank accounts, that are held by us or any of the guarantors.

As per August 17, 2010, we have used the proceeds from the offering of New Secured Notes to repurchase approximately $968 million of Existing Secured Notes (consisting of approximately €176 million aggregate principal amount of euro-denominated floating rate senior secured notes due October 15, 2013 (the “Euro Floating Rate Secured Notes”), approximately $317 million aggregate principal amount of U.S. dollar-denominated floating rate senior secured notes due October 15, 2013 (the “Dollar Floating Rate Secured Notes”), and approximately $428 million aggregate principal amount of U.S. dollar-denominated 7 7/8% senior secured notes due October 15, 2014 (the “Dollar Fixed Rate Secured Notes”, and together with the Euro Floating Rate Secured Notes and Dollar Floating Rate Secured Notes, the “Existing Secured Notes”)).

Q3 2010 Outlook

We continue to experience healthy demand from our broad base of customers, although with a few isolated customers we are receiving recent mixed signals that indicate some slowing. Our overall demand, bolstered by our increased design wins, is greater than our current capacity.

Additional capacity to meet the demand is underway, however this will have only limited impact in the third quarter. Therefore our expectation is that total comparable sales will be relatively flat on a sequential basis, and will show an increase of 20%-25% on a year over year basis.

Primarily as a result of continuing strong progress in our redesign program, we expect adjusted income from operations to increase 7% to 13% sequentially.

Eindhoven, August 27, 2010

Board of directors

[-3016]

Interim consolidated statements of operations and comprehensive income of NXP B.V. (unaudited)

($ in millions, unless otherwise stated)

	~~For the three months ended~~		For the three months ended			~~For the six months ended~~				For the nine months ended
	June 28,2009			July 4,2010		June 28,2009			July 4,2010
			September 27, 2009			October 3, 2010				September 27, 2009			October 3, 2010
Sales	903			1,201		1,605			2,366
Revenue				1,077			1,213				2,682			3,579
Cost of sales	(717	)		(729	)	(1,351	)		(1,466	)
Cost of revenue				(755	)		(706	)			(2,106	)		(2,172	)
Gross profit	~~186~~			~~472~~322		~~254~~	507		~~900~~		576			1,407
Selling expenses	(59	)		(65	)	(120	)		(131	)
Research and development expense				(172	)		(149	)			(547	)		(440	)
General and administrative expenses	(164	)		(176	)	(337	)		(367	)
Selling expense				(82	)		(65	)			(202	)		(196	)
Research and development expenses	(188	)		(137	)	(375	)		(291	)
General and administrative expense				(160	)		(165	)			(493	)		(532	)
Other income (expense)	8			(137	)	14	2		~~(18~~	)	(23	)		(16	)
Income (loss) from operations	(217	)		93		(564	)		93
Operating income (loss)				(129	)		130				(689	)		223
Financial income (expense):
– Extinguishment of debt	517			—		517			2
–	Extinguishment of debt			528			55				1,045			57
– Other financial income (expenses)	65			(413	)	(244	)		(717	)
–	Other financial income (expense)			42			224				(202	)		(493	)
Income (loss) before taxes	~~365~~			~~(320~~441	)	~~(291~~	)409		~~(622~~	)	154			(213	)
Income tax benefit (expense)	(2	)		(1	)	(10	)		(9	)
Provision for income taxes				(13	)		(28	)			(23	)		(37	)
Income (loss) after taxes	~~363~~			~~(321~~428	)	~~(301~~	)381		~~(631~~	)	131			(250	)
Results relating to equity-accounted investees	—			~~(29~~—	)	75	(5	)	~~(55~~	)	75			(60	)
Net income (loss)	~~363~~			~~(350~~428	)	~~(226~~	)376		~~(686~~	)	206			(310	)
Attribution of net income (loss) for the period:
Net income (loss) attributable to stockholders	~~358~~			~~(362~~418	)	~~(221~~	)369		~~(707~~	)	201			(338	)
Net income (loss) attributable to non-controlling interests	5			1210		(5	)7		21		5			28
Net income (loss)	~~363~~			~~(350~~428	)	~~(226~~	)376		~~(686~~	)	206			(310	)
Consolidated statements of comprehensive income:
Net income (loss)	~~363~~			~~(350~~428	)	~~(226~~	)376		~~(686~~	)	206			(310	)
– Unrealized gain (loss) on available for sale securities	—			—		—			—
–	Unrealized gain (loss) on available for sale securities			—			—				—			—
– Recognition funded status pension benefit plan	1			—		—			—
–	Recognition funded status pension benefit plan			—			—				—			—
– Unrealized gain (loss) on cash flow hedge	—			—		—			—
–	Unrealized gain (loss) on cash flow hedge			—			—				—			—
– Foreign currency translation adjustments	(12	)		73		58			94
–	Foreign currency translation adjustments			(33	)		(103	)			25			103
– Reclassifications into income	—			—		(78	)		—
–	Reclassifications into income			—			—				(78	)		—
– Income tax on net current period changes	—			—		—			—
–	Income tax on net current period changes			—			—				—			—
Total comprehensive income (loss)	~~352~~			~~(277~~395	)	~~(246~~	)273		~~(592~~	)	153			(207	)
Attribution of comprehensive income (loss) for the period:
Income (loss) attributable to stockholders	~~347~~			~~(289~~385	)	~~(241~~	)266		~~(613~~	)	148			(235	)
Income (loss) attributable to non-controlling interests	5			1210		(5	)7		21		5			28
Total net comprehensive income (loss)	~~352~~			~~(277~~395	)	~~(246~~	)273		~~(592~~	)	153			(207	)

[-3117]

Interim consolidated balance sheets of NXP B.V.

($ in millions, unless otherwise stated)

	December 31, 2009				~~July 4, 2010~~		October 3, 2010
	(audited)				~~(unaudited)~~		(unaudited)
Assets
Current assets
Cash and cash equivalents				~~1,041~~	1,041		~~842~~			962
Receivables:
– Accounts receivable – net	~~455~~	455			~~524~~			520
– Other receivables	59	59			64			50
				~~514~~	514		~~588~~			570
Assets held for sale				~~144~~	144		47			47
Inventories				~~542~~	542		~~470~~			504
Other current assets				~~272~~	272		~~162~~			140
Total current assets				~~2,513~~	2,513		~~2,109~~			2,223
Non-current assets
Investments in equity-accounted investees				43	43		~~166~~			159
Other non-current financial assets				35	35		36			20
Other non-current assets				94	94		~~170~~			148
Property, plant and equipment:
– At cost	~~2,468~~	2,468			~~2,438~~			2,284
– Less accumulated depreciation	~~(1,107~~	)(1,107	)		~~(1,250~~	)		(1,079	)
				~~1,361~~	1,361		~~1,188~~			1,205
Intangible assets excluding goodwill:
– At cost	~~3,387~~	3,306			~~2,938~~			3,193
– Less accumulated amortization	~~(1,381~~	)(1,355	)		~~(1,361~~	)		(1,552	)
				2,006			1,577
					1,951					1,641
Goodwill				~~2,621~~	2,582		~~2,282~~			2,515
Total non-current assets				~~6,160~~	6,066		~~5,419~~			5,688
Total				8,673			7,528
Total assets					8,579					7,911
Liabilities and equity
Current liabilities
Accounts payable				582			619
Accounts and notes payable					582					619
Liabilities held for sale				2	2		26			29
Accrued liabilities				~~702~~	702		~~559~~			559
Short-term provisions				~~269~~	269		~~186~~			133
Other current liabilities				88	88		42			48
Short-term debt				~~610~~	610		~~609~~			509
Total current liabilities				~~2,253~~	2,253		~~2,041~~			1,897
Non-current liabilities
Long-term debt				~~4,673~~	4,673		~~4,447~~			4,140
Long-term provisions				~~460~~	453		~~379~~			458
Other non-current liabilities				~~159~~	159		~~111~~			111
Total non-current liabilities				~~5,292~~	5,285		~~4,937~~			4,709
Contractual obligations and contingent liabilities				—	—		—			—
Equity
Non-controlling interests				~~198~~	198		~~219~~			226
Stockholder’s equity:
Stockholders’ equity:
Common stock, par value EUR 455 per share:
– Authorized: 200 shares	—	—			—			—
– Issued: 40 shares	—	—			—			—
Capital in excess of par value	~~5,597~~	5,597			~~5,611~~			6,068
Accumulated deficit	~~(5,219~~	)(5,153	)		~~(5,926~~	)		(5,491	)
Accumulated other comprehensive income (loss)	~~552~~	399			~~646~~			502
Total Stockholders’ equity				~~930~~	843		~~331~~			1,079
Total equity				~~1,128~~	1,041		~~550~~			1,305
Total				8,673			7,528
Total liabilities and equity					8,579					7,911

[-3218]

Interim consolidated statements of cash flows of NXP B.V. (unaudited)

($ in millions, unless otherwise stated)

	For the three monthsended						For the six monthsended
	For the three months ended								For the nine months ended
	June 28,2009			July 4,2010			June 28,2009			July 4,2010
	September 27,2009				October 3,2010				September 27,2009			October 3,2010
Cash flows from operating activities:
Net income (loss)	~~363~~	428		~~(350~~	)	376	~~(226~~	)		~~(686~~206	)		(310	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization	~~253~~	202		~~169~~		162	~~464~~			~~362~~662			524
Impairment goodwill and other intangibles	—	—		—		—	—			—			—
Impairment assets held for sale	—	—		—		—	—			—			—
Net (gain) loss on sale of assets	~~(12~~	)38		1		(7	~~(88~~)	)		26(50	)		19
Gain on extinguishment of debt	~~(517~~	)(528	)	—		(55	~~(517~~)	)		(21,045	)		(57	)
Results relating to equity-accounted investees	—	—		28		6	—			54—			60
Dividends paid to non-controlling interests	—	—		—		(1	~~(29~~)	)		—(29	)		(1	)
Changes in operating assets and liabilities:
(Increase) decrease in receivables and other current assets	~~(12~~	)18		26		77	~~(23~~	)		(455	)		32
(Increase) decrease in inventories	~~(15~~	)19		1		(24	17)			7136			47
Increase (decrease) in accounts payable, accrued and other liabilities	~~(166~~	)(15	)	~~(95~~	)	(62	~~(276~~)	)		(96291	)		(158	)
Decrease (increase) in other non-current assets	~~(28~~	)(35	)	~~(102~~	)	106	~~(109~~	)		(~~209~~144	)		(103	)
Increase (decrease) in provisions	~~(35~~	)(27	)	32		(49	23)			(414	)		(90	)
Other items	~~(180~~	)(151	)	~~371~~		(371	47)			~~632~~(104	)		261
Net cash provided by (used for) operating activities	~~(349~~	)(51	)	81		158	~~(717~~	)		66(768	)		224
Cash flows from investing activities:
Purchase of intangible assets	(2	)(3	)	(1	)	(2	(3)	)		(26	)		(4	)
Capital expenditures on property, plant and equipment	(7	)(11	)	~~(76~~	)	(69	~~(44~~)	)		(~~127~~55	)		(196	)
Proceeds from disposals of property, plant and equipment	6	2		24		2	11			2813			30
Proceeds from disposals of assets held for sale	—	—		—		—	—			—			—
Proceeds from the sale of securities	—	—		—		—	20			—20			—
Purchase of other non-current financial assets	—	—		—		(1	—)			—			(1	)
Proceeds from the sale of other non-current financial assets	—	—		—		27	—			—			27
Purchase of interests in businesses	—	—		—		(8	—)			—			(8	)
Proceeds from (consideration related to) sale of interests in businesses	5	3		—		—	~~123~~			~~(47~~126	)		(47	)
Net cash (used for) provided by investing activities	2	(9	)	~~(53~~	)	(51	~~107~~)			~~(148~~98	)		(199	)
Cash flows from financing activities:
Net (repayments) borrowings of short-term debt	(4	)2		(2	)	—	5			(17	)		(1	)
Amounts drawn under the revolving credit facility	—	200		—		—	~~200~~			—400			—
Repayments under the revolving credit facility	—	(200	)	—		(100	—)			—(200	)		(100	)
Repurchase of long-term debt	—	(286	)	(1	)	(1,370	—)			(13286	)		(1,383	)
Principal payments on long-term debt	—			—			(1	)		—
Net proceeds from the issuance of long-term debt		—				974				—			974
Capital repayment to non-controlling interests	—			—			—			—
Principal payments on long-term debt		—				(1	)			(1	)		(1	)
Net cash provided by (used for) financing activities	(4	)		(3	)		204			(14	)
Net proceeds from capital contribution from parent		—				450				—			450
Effect of changes in exchange rates on cash positions	18			(53	)		(17	)		(103	)
Net cash provided by (used for) financing activities		(284	)			(47	)			(80	)		(61	)
Increase (decrease) in cash and cash equivalents	(333	)		(28	)		(423	)		(199	)
Effect of changes in exchange rates on cash positions		32				60				15			(43	)
Cash and cash equivalents at beginning of period	1,706			870			1,796			1,041
Increase (decrease) in cash and cash equivalents		(312	)			120				(735	)		(79	)
Cash and cash equivalents at end of period	1,373			842			1,373			842
Cash and cash equivalents at beginning of period		1,373				842				1,796			1,041
Cash and cash equivalents at end of period		1,061				962				1,061			962

For a number of reasons, principally the effects of translation differences and consolidation changes, certain items in the statements of cash flows do not correspond to the differences between the balance sheet amounts for the respective items.

[-3319]

	For the three monthsended						For the six monthsended
	For the three months ended								For the nine months ended
	June 28,2009			July 4,2010			June 28,2009			July 4,2010
	September 27,2009				October 3,2010				September 27,2009			October 3,2010
Supplemental disclosures to the interim consolidated of cash flows
Supplement disclosures to the interim consolidated of cash flows
Net cash paid during the period for:
Interest	~~167~~	52		~~110~~		56	~~224~~			~~145~~276			201
Income taxes	27	9		2		7	27			536			12
Net gain (loss) on sale of assets:
Cash proceeds from (consideration related to) the sale of assets	11	5		23		30	~~154~~			~~(20~~159	)		10
Book value of these assets	~~(10~~	)—		~~(20~~	)	(23	~~(153~~)	)		(~~112~~153	)		(135	)
Non-cash gains (losses)	11	(43	)	(4	)	—	87			~~106~~44			106
	12			(1	)		88			(26	)
		(38	)			7				50			(19	)
Non-cash investing information:
Assets received in lieu of cash from the sale of businesses:
Trident shares	—	—		—		—	—			~~177~~—			177
Virage Logic shares/options	—	—		—		—	—			—			—
Others	5	—		—		—	5			—5			—
Other items:
Other items consist of the following non-cash elements in income:
Exchange differences	~~(191~~	)(156	)	~~363~~		(382	31)			~~622~~(125	)		240
Share-based compensation	10	5		7		7	15			1420			21
Value adjustments/impairment financial assets	—	—		(3	)	—	—			(4—	)		(4	)
Non-cash interest cost due to applying effective interest method	—	2		4		4	—			74			11
Others	1	(2	)	—		—	1			(73	)		(7	)
	(180	)		371			47			632
		(151	)			(371	)			(104	)		261

[-3420]

Interim consolidated statements of changes in equity of NXP B.V. (unaudited)

($ in millions, unless otherwise stated)

						~~Accumulated other comprehensive income (loss)~~					Accumulated other comprehensive income (loss)
	Commonstock		~~Capital inexcess ofpar value~~	~~Accumulateddeficit~~Capitalinexcessof parvalue		~~Currencytranslationdifferences~~	Accumulateddeficit	~~Unrealizedgain (loss)on available-for-salesecurities~~		~~Unrecognizednet periodicpensioncost~~	Currencytranslationdifferences		~~Changes infair valueof cashflowhedges~~	~~Totalaccum.othercompr.income~~Unrealizedgain (loss)onavailable-for-salesecurities		~~Totalstockholdersequity~~		Unrecognizednet periodicpensioncost	~~Non-controllinginterests~~		~~Totalequity~~	Changesin fairvalue ofcashflowhedges		Totalaccum.othercompr.income		Totalstockholders’equity			Non-controllinginterests		Totalequity
Balance as of December 31, 2009	—	—	~~5,597~~	~~(5,219~~	)5,597	~~520~~		—(5,153	)	32		367	—	~~552~~	—	~~930~~			~~198~~32		~~1,128~~		—		399		843			198		1,041
Net income (loss)				~~(707~~	)			(338	)							~~(707~~	)		21		~~(686~~	)					(338	)		28		(310	)
Components of other comprehensive income:
Recognition of funded status pension benefit plan																—					—
Unrealized gain (loss) on available for sale securities																—					—
Foreign currency translation adjustments						98				(4	)	105		94		94			(2	)	94				103		103					103
Reclassifications into income																—					—
Income tax on current period changes																—					—
Share-based compensation plans			14		21											14					14						21					21
Dividends distributed																—					—
Capital contribution from parent		—			450																						450					450
Balance as of July 4, 2010	—		5,611	(5,926	)	618		—		28			—	646		331			219		550
Dividends distributed
Balance as of October 3, 2010		—			6,068			(5,491	)			472			—				30				—		502		1,079			226		1,305

[-3521]

~~Information~~Supplemental byconsolidated ~~segments~~statement of operations for the nine months ending October 3, 2010

all amounts in millions of $ unless otherwise stated


($ in millions)
	NXP B.V.			Guarantors			Non-guarantors (restricted)			Sub-total			Non-guarantors (unrestricted)			Eliminations/ reclassifications			Consolidated

Revenue					3,283			188			3,471			108						3,579
Intercompany revenue					170			347			517			209			(726	)		—

Total revenue		—			3,453			535			3,988			317			(726	)		3,579
Cost of revenue		26			(2,092	)		(405	)		(2,471	)		(220	)		519			(2,172	)

Gross profit		26			1,361			130			1,517			97			(207	)		1,407
Research and development expenses		(9	)		(338	)		(114	)		(461	)					21			(440	)
Selling expenses					(245	)		(70	)		(315	)					119			(196	)
General and administrative expenses		(222	)		(351	)		(26	)		(599	)					67			(532	)
Other business income (expense)		(368	)		211			148			(9	)		(7	)					(16	)

Operating income		(573	)		638			68			133			90						223
Financial income and expenses		(349	)		(80	)		(9	)		(438	)		2						(436	)
Income (loss) subsidiaries		529									529						(529	)		—

Income (loss) before taxes		(393	)		558			59			224			92			(529	)		(213	)
Provision for income taxes		115			(134	)		(17	)		(36	)		(1	)					(37	)

Income (loss) after taxes		(278	)		424			42			188			91			(529	)		(250	)
Results relating to equity-accounted investees		(60	)								(60	)								(60	)

Net income (loss)		(338	)		424			42			128			91			(529	)		(310	)


Attribution of net income:
Net income (loss) attributable to stockholders		(338	)		424			49			135			56			(529	)		(338	)
Net income (loss) attributable to non-controlling interests								(7	)		(7	)		35						28

Net income (loss)		(338	)		424			42			128			91			(529	)		(310	)

~~Sales, R&D and income from operations~~ [-22]

All amounts in millions of $ unless otherwise indicated	For the three months ended
	June 28, 2009							July 4, 2010
	Sales		Researchanddevelopmentexpenses	Income (loss)from operations				Sales		Researchanddevelopmentexpenses	Income (loss)from operations
				amount		as a % of sales					amount		as a % ofsales
HPMS	454		99	(43	)	(9.5	)	719		102	97		13.5
SP	207		12	(12	)	(5.8	)	289		11	29		10.0
Manufacturing Operations	91	*	1	(83	)	(91.2	)	154	*	4	(13	)	(8.4	)
Corporate and Other	42		10	(27	)	NM	1)	39		20	(20	)	NM	1)
Divested Home activities	109		66	(52	)	(47.7	)	—		—	—		—
Total	903		188	(217	)	(24.0	)	1,201		137	93		7.7

(*) For the second quarter of 2010, Manufacturing Operations supplied $315 million (for the second quarter of 2009: $74 million) which have been eliminated in the above presentation.

1) Not meaningful

All amounts in millions of $ unless otherwise indicated	For the six months ended
	June 28, 2009					July 4, 2010
	Sales		Researchanddevelopmentexpenses	Income (loss)from operations				Sales		Researchanddevelopmentexpenses	Income (loss)from operations
				amount		as a % ofsales					amount		as a % ofsales
HPMS	827		193	(176	)	(21.3	)	1,414		215	148		10.5
SP	358		22	(74	)	(20.7	)	568		23	53		9.3
Manufacturing Operations	152	*	6	(132	)	(86.8	)	263	*	9	(29	)	(11.0	)
Corporate and Other	82		29	(54	)	NM	1)	74		28	(48	)	NM	1)
Divested Home activities	186		125	(128	)	(68.8	)	47		16	(31	)	(66.0	)
Total	1,605		375	(564	)	(35.1	)	2,366		291	93		3.9

(*) For the six months of 2010, Manufacturing Operations supplied $616 million (for the six months of 2009: $241 million) which have been eliminated in the above presentation.

1) Not meaningful

[-36]

~~Main~~Supplemental ~~countries~~consolidated balance sheet at October 3, 2010

all amounts in millions of $


($ in millions)
	NXP B.V.		Guarantors			Non-guarantors (restricted)			Sub-total			Non-guarantors (unrestricted)			Eliminations/ reclassifications			Consolidated

Assets
Current assets:
Cash and cash equivalents		435		104			101			640			322						962
Receivables		—		487			68			555			15						570
Intercompany accounts receivable		303		111			103			517			71			(588	)		—
Assets held for sale		—		47			—			47			—			—			47
Inventories		—		428			46			474			30			—			504
Other current assets		37		79			21			137			3			—			140

Total current assets		775		1,256			339			2,370			441			(588	)		2,223

Non-current assets:
Investments in equity-accounted investees		159		—			—			159			—			—			159
Investments in affiliated companies		699		—			—			699			—			(699	)		—
Other non-current financial assets		1		16			3			20			—			—			20
Other non-current assets		278		(146	)		12			144			4			—			148
Property, plant and equipment		153		729			138			1,020			185			—			1,205
Intangible assets excluding goodwill		1,616		8			17			1,641			—			—			1,641
Goodwill		2,515		—			—			2,515			—			—			2,515

Total non-current assets		5,421		607			170			6,198			189			(699	)		5,688

Total		6,196		1,863			509			8,568			630			(1,287	)		7,911


Liabilities and equity
Current liabilities:
Accounts and notes payable		—		508			78			586			33			—			619
Intercompany accounts payable		8		456			121			585			3			(588	)		—
Liabilities held for sale		29		—			—			29			—			—			29
Accrued liabilities		161		278			96			536			24			—			559
Short-term provisions		15		102			16			133			—			—			133
Other current liabilities		16		29			4			49			(1	)		—			48
Short-term debt		500		—			6			506			3			—			509
Intercompany financing		—		2,911			(13	)		2,898			—			(2,898	)		—

Total current liabilities		729		4,284			308			5,321			62			(3,486	)		1,897

Non-current liabilities:
Long-term debt		4,133		4			3			4,140			—			—			4,140
Long-term provisions		233		211			10			454			4			—			458
Other non-current liabilities		22		77			3			102			9			—			111

Total non-current liabilities		4,388		292			16			4,696			13			—			4,709
Non-controlling interests							10			10			216			—			226
Stockholder’s equity		1,079		(2,713	)		175			(1,459	)		339			2,199			1,079

Total equity		1,079		(2,713	)		185			(1,449	)		555			2,199			1,305

Total		6,196		1,863			509			8,568			630			(1,287	)		7,911

~~Sales per~~[-23] ~~geographic area~~

all amounts in millions of USD	For the three months ended		For the six months ended
	June 28, 2009	July 4, 2010	June 28, 2009	July 4, 2010
China	291	425	487	776
Netherlands	21	33	43	65
Japan	27	63	52	120
United States	58	87	115	173
Singapore	97	130	169	252
Germany	64	101	125	207
Austria	51	54	87	110
South Korea	44	49	73	98
Other Countries	250	259	454	565
Total	903	1,201	1,605	2,366

The allocation is based on customer allocation.

[-37]

Supplemental consolidated statement of ~~operations~~cash flows for the ~~six~~nine months ending ~~July~~ October 43, 2010

($ in millions)
	NXP B.V.			~~Guarantors~~	Guarantors		~~Non-guarantors(restricted)~~		Non-guarantors(restricted)	~~Sub-total~~		~~Non~~Sub-~~guarantors(unrestricted)~~total			~~Eliminations/reclassifications~~	Non-guarantors(unrestricted)		~~Consolidated~~		Eliminations			Consolidated
Sales				2,171			124			2,295		71						2,366
Cash flows from operating activities:
Intercompany sales				113			229			342		138			(480	)		—
Net income (loss)		(338	)			424				42			128				91				(529	)		(310	)
Total sales	—			2,284			353			2,637		209			(480	)		2,366
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Cost of sales	14			(1,421	)		(255	)		(1,662	)	(149	)		345			(1,466	)
Elimination (income) loss subsidiaries		(529	)			—				—			(529	)			—				529			—
Gross profit	14			863			98			975		60			(135	)		900
Depreciation and amortization		229				206				45			480				44				—			524
Selling expenses	—			(162	)		(47	)		(209	)	—			78			(131	)
Net (gain) loss on sale of assets		170				(143	)			(8	)		19				—				—			19
General and administrative expenses	(159	)		(232	)		(19	)		(410	)	—			43			(367	)
Gain on extinguishment of debt		(57	)			—				—			(57	)			—				—			(57	)
Research and development expenses	(7	)		(217	)		(81	)		(305	)	—			14			(291	)
Results relating to equity-accounted investees		60				—				—			60				—				—			60
Other business income (expense)	(277	)		161			102			(14	)	(4	)		—			(18	)
Dividends paid to non-controlling interests		—				—				—			—				(1	)			—			(1	)
Income (loss) from operations	(429	)		413			53			37		56			—			93
(Increase) decrease in receivables and other current assets		36				(31	)			36			41				(9	)			—			32
Financial income and expenses	(651	)		(61	)		(3	)		(715	)	—			—			(715	)
(Increase) decrease in inventories		—				38				5			43				4				—			47
Income (loss) subsidiaries	96			—			—			96		—			(96	)		—
Increase (decrease) in accounts payable, accrued and other liabilities		(87	)			(41	)			(37	)		(165	)			7				—			(158	)
Income (loss) before taxes	(984	)		352			50			(582	)	56			(96	)		(622	)
Decrease (increase) intercompany current accounts		(205	)			200				19			14				(14	)			—			—
Income tax benefit (expense)	332			(308	)		(33	)		(9	)	—			—			(9	)
Decrease (increase) in other non-current assets		(214	)			111				2			(101	)			(2	)			—			(103	)
Income (loss) after taxes	(652	)		44			17			(591	)	56			(96	)		(631	)
Increase (decrease) in provisions		(164	)			95				(21	)		(90	)			—				—			(90	)
Results relating to equity-accounted investees	(55	)		—			—			(55	)	—			—			(55	)
Other items		217				42				3			262				(1	)			—			261
Net income (loss)	(707	)		44			17			(646	)	56			(96	)		(686	)
Net cash provided by (used for) operating activities		(882	)			901				86			105				119				—			224
Attribution of net income:
Cash flows from investing activities:
Net income (loss) attributable to stockholders	(707	)		44			18			(645	)	34			(96	)		(707	)
Purchase of intangible assets		—				(1	)			(3	)		(4	)			—				—			(4	)
Net income (loss) attributable to non-controlling interests	—			—			(1	)		(1	)	22			—			21
Capital expenditures on property, plant and equipment		—				(114	)			(53	)		(167	)			(29	)			—			(196	)
Net income (loss)	(707	)		44			17			(646	)	56			(96	)		(686	)
Proceeds from disposals of property, plant and equipment						29				1			30				—				—			30
Purchase of other non-current financial assets		(1	)			—				—			(1	)			—				—			(1	)
Proceeds from the sale of other non-current financial assets		27				—				—			27				—				—			27
Purchase of interests in businesses		(8	)			—				—			(8	)			—				—			(8	)
Proceeds from sale of interests in businesses		(45	)			—				(2	)		(47	)			—				—			(47	)
Net cash (used for) provided by investing activities		(27	)			(86	)			(57	)		(170	)			(29	)			—			(199	)
Cash flows from financing activities:
Net (repayments) borrowings of short-term debt		—				1				3			4				(5	)			—			(1	)
Repayments under the revolving credit facility		(100	)			—				—			(100	)			—				—			(100	)
Repurchase of long-term debt		(1,383	)			—				—			(1,383	)			—				—			(1,383	)
Net proceeds from the issuance of long-term debt		974				—				—			974				—				—			974
Principal payments on long-term debt		—				—				(1	)		(1	)			—				—			(1	)
Capital contribution from parent		450				—				—			450				—				—			450
Net changes in intercompany financing		522				(532	)			10			—				—				—			—
Net changes in intercompany equity		343				(311	)			(31	)		1				(1	)			—			—
Net cash provided by (used for) financing activities		806				(842	)			(19	)		(55	)			(6	)			—			(61	)
Effect of changes in exchange rates on cash positions		(47	)			1				2			(44	)			1				—			(43	)
Increase (decrease) in cash and cash equivalents		(150	)			(26	)			12			(164	)			85				—			(79	)
Cash and cash equivalents at beginning of period		585				130				89			804				237				—			1,041
Cash and cash equivalents at end of period		435				104				101			640				322				—			962

[-3824]

Supplemental consolidated balance sheet at July 4, 2010

($ in millions)
	NXP B.V.		Guarantors		Non-guarantors(restricted)		Sub-total		Non-guarantors(unrestricted)		Eliminations/reclassifications		Consolidated
Assets
Current assets:
Cash and cash equivalents	321		119		105		545		297		—		842
Receivables	18		493		62		573		15		—		588
Intercompany accounts receivable	642		153		102		897		69		(966	)	—
Assets held for sale	—		47		—		47		—		—		47
Inventories	—		393		50		443		27		—		470
Other current assets	39		102		18		159		3		—		162
Total current assets	1,020		1,307		337		2,664		411		(966	)	2,109
Non-current assets:
Investments in equity-accounted investees	166		—		—		166		—		—		166
Investments in affiliated companies	291		—		—		291		—		(291	)	—
Other non-current financial assets	18		15		3		36		—		—		36
Other non-current assets	347		(188	)	8		167		3		—		170
Property, plant and equipment	152		720		135		1,007		181		—		1,188
Intangible assets excluding goodwill	1,561		10		5		1,576		1		—		1,577
Goodwill	2,282		—		—		2,282		—		—		2,282
Total non-current assets	4,817		557		151		5,525		185		(291	)	5,419
Total	5,837		1,864		488		8,189		596		(1,257	)	7,528
Liabilities and equity
Current liabilities:
Accounts and notes payable	1		492		93		586		33		—		619
Intercompany accounts payable	54		791		116		961		5		(966	)	—
Liabilities held for sale	26		—		—		26		—		—		26
Accrued liabilities	162		285		90		537		22		—		559
Short-term provisions	(1	)	161		26		186		—		—		186
Other current liabilities	19		16		8		43		(1	)	—		42
Short-term debt	600		—		6		606		3		—		609
Intercompany financing	—		2,589		(56	)	2,533		—		(2,533	)	—
Total current liabilities	861		4,334		283		5,478		62		(3,499	)	2,041
Non-current liabilities:
Long-term debt	4,440		3		4		4,447		—		—		4,447
Long-term provisions	179		200		(4	)	375		4		—		379
Other non-current liabilities	26		73		4		103		8		—		111
Total non-current liabilities	4,645		276		4		4,925		12		—		4,937
Non-controlling interests	—		—		16		16		203		—		219
Stockholder’s equity	331		(2,746	)	185		(2,230	)	319		2,242		331
Total equity	331		(2,746	)	201		(2,214	)	522		2,242		550
Total	5,837		1,864		488		8,189		596		(1,257	)	7,528

[-39]

Supplemental consolidated statement of cash flows for the six months ending July 4, 2010

($ in millions)
	NXP B.V.		Guarantors		Non-guarantors(restricted)		Sub-total		Non-guarantors(unrestricted)		Eliminations		Consolidated
Cash flows from operating activities:
Net income (loss)	(707	)	44		17		(646	)	56		(96	)	(686	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Elimination (income) loss subsidiaries	(96	)	—		—		(96	)	—		96		—
Depreciation and amortization	159		150		21		330		32		—		362
Net (gain) loss on sale of assets	177		(143	)	(8	)	26		—		—		26
Gain on extinguishment of debt	(2	)	—		—		(2	)	—		—		(2	)
Results relating to equity-accounted investees	54		—		—		54		—		—		54
Dividends paid to non-controlling interests	—		—		—		—		—		—		—
(Increase) decrease in receivables and other current assets	(1	)	(69	)	34		(36	)	(9	)	—		(45	)
(Increase) decrease in inventories	—		64		1		65		6		—		71
Increase (decrease) in accounts payable, accrued and other liabilities	(48	)	(41	)	(12	)	(101	)	5		—		(96	)
Decrease (increase) intercompany current accounts	(545	)	541		14		10		(10	)	—		—
Decrease (increase) in other non-current assets	(311	)	102		2		(207	)	(2	)	—		(209	)
Increase (decrease) in provisions	(191	)	149		1		(41	)	—		—		(41	)
Other items	545		85		2		632		—		—		632
Net cash provided by (used for) operating activities	(966	)	882		72		(12	)	78		—		66
Cash flows from investing activities:
Purchase of intangible assets	—		—		(2	)	(2	)	—		—		(2	)
Capital expenditures on property, plant and equipment	—		(86	)	(28	)	(114	)	(13	)	—		(127	)
Proceeds from disposals of property, plant and equipment	—		27		1		28		—		—		28
Proceeds from sale of interests in businesses	(45	)	—		(2	)	(47	)	—		—		(47	)
Net cash (used for) provided by investing activities	(45	)	(59	)	(31	)	(135	)	(13	)	—		(148	)
Cash flows from financing activities:
Net (repayments) borrowings of short-term debt	—		—		4		4		(5	)	—		(1	)
Repurchase of long-term debt	(13	)	—		—		(13	)	—		—		(13	)
Net changes in intercompany financing	659		(624	)	(35	)	—		—		—		—
Net changes in intercompany equity	200		(209	)	9		—		—		—		—
Net cash provided by (used for) financing activities	846		(833	)	(22	)	(9	)	(5	)	—		(14	)
Effect of changes in exchange rates on cash positions	(99	)	(1	)	(3	)	(103	)	—		—		(103	)
Increase (decrease) in cash and cash equivalents	(264	)	(11	)	16		(259	)	60		—		(199	)
Cash and cash equivalents at beginning of period	585		130		89		804		237		—		1,041
Cash and cash equivalents at end of period	321		119		105		545		297		—		842

[-40]

Filing Compare · NXP B.V.