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

May 3, 2007
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.

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).

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).

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.

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 quarterly report of NXP B.V. (the “Company”) for the three months ended March 31, 2007, as furnished to holders of the Company’s debt securities on May 3, 2007.  This report also contains a copy of the press release entitled “NXP announces launch of exchange offer for its Notes”, dated April 27, 2007, and of the press release entitled “NXP Semiconductors Announces First Quarter 2007 Results”, dated May 3, 2007.

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 3rd day of May 2007.

Exhibit 99.1

Quarterly report of the NXP Group

for the 1st quarter ended March 31, 2007

Forward-looking statements

This document includes forward-looking statements. When used in this document, the words “anticipate,” “believe,” “estimate,” “forecast,” “expect,” “intend,” “plan” and “project,” and similar expressions, as they relate to us, our management or third parties, identify forward-looking statements. Forward-looking statements 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. These statements reflect beliefs of our management as well as assumptions made by our management and information currently available to us. Although we believe that these beliefs and assumptions are reasonable, the 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 expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our behalf and 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 or raise sufficient capital 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.

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 update forward-looking statements after we distribute this document. In addition, this document contains information concerning the semiconductor industry, our market segments and business units 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.

Use of non-US GAAP information

In presenting and discussing the NXP Group’s financial position, operating results and cash flows, management uses certain non-US GAAP financial measures. These non-US GAAP financial measures should not be viewed in isolation as alternatives to the equivalent US GAAP measure(s) and should be used in conjunction with the most directly comparable US GAAP measure(s). Aleft page discussion of the non-US GAAP measures included in this document and a reconciliation of such measures to the most directly comparable US GAAP measure(s) are contained in this document.

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 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.

Table of Contents

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Introduction

On September 29, 2006, Koninklijke Philips Electronics N.V. (“Philips”) sold 80.1% of its semiconductors businesses to a consortium of private equity investors (the “Private Equity Consortium”). These semiconductor businesses were transferred to NXP B.V. (“NXP” or the “Company”), a wholly-owned subsidiary of Philips, on September 28, 2006. All of NXP’s issued and outstanding shares were then acquired by KASLION Acquisition B.V. (“KASLION”), which was formed as an acquisition vehicle by the Private Equity Consortium and Philips. This transaction is referred to as the “Acquisition”. In order to fund the acquisition of NXP by KASLION, the Private Equity Consortium and Philips contributed cash to KASLION in exchange for 80.1% and 19.9%, respectively, of the total equity of KASLION.

As a result of the Acquisition, the financial statements are presented on a Predecessor and Successor basis: The predecessor periods reflect the combined financial results of NXP prior to the Acquisition. The successor periods reflect the consolidated financial results after the Acquisition. The Company also refers to the operations of NXP for both the predecessor and successor periods as NXP Semiconductors Group.

Basis of Presentation

The combined and consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Predecessor period

The combined financial statements of the Company have been derived from the consolidated financial statements and accounting records of Philips prior to the Acquisition, principally using the historical results of operations and the historical basis of assets and liabilities of the semiconductor businesses. The combined financial statements include an allocation of the costs of certain corporate functions historically provided by Philips but not recorded by its semiconductors businesses. Additionally, the combined financial statements include allocated cash, debt and related interest income and expense, which have not been historically reported by Philips’ semiconductors businesses. Furthermore, the combined financial statements present income taxes calculated on a basis as if the Company had filed a separate income tax return.

The combined financial statements may not necessarily reflect the Company’s results of operations, financial position and cash flows in the future or what its results of operations, financial position and cash flows would have been, if the Company had been stand-alone during the predecessor periods.

Since a direct ownership relationship did not exist among the various worldwide entities comprising the Company prior to the legal separation from Philips, Philips’ net investments in the Company is shown as Business’ equity in lieu of Shareholder’s equity in the combined financial statements for the predecessor period.

Successor period

The consolidated financial statements include the accounts of NXP B.V. and its subsidiaries after the Acquisition. As a result of the purchase accounting applied to the Acquisition, the assets and liabilities reported in the consolidated balance sheet have changed substantially for the successor periods. Adjustments to the final purchase price paid by KASLION to Philips were made following the final settlement agreement reached between KASLION and Philips in the first quarter of 2007. The settlement of EUR 87 million was recorded in the first quarter. Payment is made in the second quarter of 2007.

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Group performance

·                  all amounts in millions of euros unless otherwise stated; data included are unaudited

·                  financial reporting in accordance with US GAAP

·                  the impact on the 2007 financial results of the purchase price accounting used in connection with the Acquisition and the acquisition of the Silicon Labs’ cellular business under US GAAP (“purchase accounting”, or “PPA”) have been separately provided: financial results are also provided as adjusted to eliminate the impact of these accounting effects. This presentation does not comply with US GAAP, however the Company believes it provides investors with a useful basis of comparison with prior years’ results. Also the impact of cost allocations to the predecessor period and the actual stand-alone costs of the successor period have been described, where relevant to the analysis

·                  Earnings before Interest and Taxes (EBIT) as used by the Company, has the same meaning as income from operations as presented in the accompanying consolidated financial statements

Operational items

Sales

Sales were EUR 1,115 million for the period January through March, 2007 (the reporting period), compared to EUR 1,250 million for the first quarter of 2006, a decrease of 10.8%. Excluding the effects of exited product lines and currency effects, the decrease was 2.7% on a comparable basis. Comparable sales reflect a comparison where sales are adjusted to eliminate the effect of changes in foreign currency exchange rates (a significant part of our sales is U.S. dollar-related and therefore impacted by currency movements) and exited product lines (mainly DVD-R, mobile display drivers and large display drivers businesses). Sales were strong in the Automotive & Identification business (10.1% comparable growth), while MultiMarket Semiconductors showed a 2.2% comparable growth. The other business units recorded a decrease compared to the first quarter of 2006. As a result of The continued industry slow down in the first quarter of 2007, sales performance was weak primarily caused by inventory corrections in the value chain.

Gross margin

Gross margin in the first quarter of 2007 was EUR 366 million, excluding the effects of purchase accounting, a decrease of EUR 84 million compared to EUR 450 million in the first quarter of 2006. As a percentage of

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sales, gross margin decreased in the first quarter of 2007 to 32.8% from 36.0% in the first quarter of 2006.

The gross margin included restructuring and legal disentanglement costs which had a negative effect of EUR 29 million (compared to EUR 7 million in the corresponding period in 2006). Excluding these effects the gross margin percentage was slightly lower in the first quarter of 2007 compared to the corresponding period in 2006. This was mainly caused by reduced utilization of our manufacturing base (69% in the first quarter of 2007 versus 82% in the first quarter of 2006).

The financial impact of purchase accounting for the first quarter of 2007 was EUR 25 million and fully attributable to depreciation of tangible fixed assets.

Selling expenses

Selling expenses as a percentage of sales for the first quarter of 2007 were 7.7%, compared to 8.0% for the same period of 2006. The selling expenses in 2007 included EUR 8 million restructuring charges for sales offices and the centralization of customer service centers. In the corresponding period in 2006, EUR 11 million restructuring charges were included.

General and administrative expenses

General and administrative expenses (G&A), excluding the effects of purchase accounting, amounted to EUR 91 million (8.2% of sales) for the first quarter of 2007, compared to EUR 101 million (8.1% of sales) in the corresponding period of 2006.

G&A expenses include restructuring, legal disentanglement and similar cost items of EUR 12 million in 2007 (compared to EUR 10 million in 2006). The lower G&A costs are mainly attributable to reduced corporate infrastructure costs, partly offset by increased pension costs.

Purchase accounting effects in G&A for the first quarter of 2007 amounted to EUR 120 million and was related to amortization of intangible assets.

Research and development expenses

Research and development expenses (R&D), excluding the effects of purchase accounting, amounted to EUR 245 million (22.0% of sales) for the first quarter of 2007, compared to EUR 232 million (18.6% of sales) for the corresponding period in 2006. The investments in R&D resources, especially the increase in Automotive & Identification and corporate research activities, reflect the strategic focus on key competitive areas for the future. The increased investments were partly offset by reduced spending on exited product lines.

The R&D expenses include EUR 26 million write-off of acquired in-process R&D, related to the acquisition of the cellular business of Silicon Labs, in the first quarter of 2007.

Other income

For the first quarter 2007, other income was EUR 5 million, primarily consisting of the sale of various fixed assets. Other income was EUR 4 million for the corresponding period in 2006, mainly related to the sale of assets in the U.S.

Earnings before interest and taxes

Earnings before interest and taxes (EBIT) amounted to a loss of EUR 51 million in the first quarter of 2007, excluding the effects of purchase accounting of EUR 171 million, compared to a profit of EUR 21 million in the corresponding period of 2006. The lower EBIT was primarily caused by weaker sales and related reduced utilization of the manufacturing base.

Adjusted EBITA

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Adjusted EBITA, excluding the effects of purchase accounting, for the first quarter of 2007 amounted to EUR 3 million, compared to EUR 71 million for the corresponding period in 2006. This decrease of EUR 68 million was mainly caused by lower EBIT in 2007.

Adjusted EBITDA

For the first quarter of 2007, adjusted EBITDA was EUR 139 million, compared to EUR 229 million in the same period last year. This decrease of EUR 90 million was mainly caused by lower EBIT in 2007.

The adjustments of EUR 54 million made to the first quarter EBITDA to arrive at adjusted EBITDA consist of:

·                  minority interests and results of unconsolidated companies of EUR 5 million

·                  restructuring costs of EUR 30 million and legal disentanglement related costs of EUR 11 million

·                  exit of product lines having no impact on a net basis, and

·                  other items of EUR 8 million (including Silicon Laboratories cellular business acquisition cost and a cross license settlement for previous years).

The corresponding EBITDA adjustments in the first quarter of 2006 totaled EUR 56 million, mainly consisting of results of unconsolidated companies and minority interests (EUR 18 million), restructuring charges (EUR 11 million), exit of product lines (EUR 11 million) and other items of EUR 16 million (related to legal disentanglement and litigation costs).

Net income

Net income

Financial income and expense

Financial expenses amounted to EUR 70 million for the first quarter of 2007, consisting of net interest expenses of EUR 83 million, a charge for financing fees of EUR 6 million and the positive effect of exchange rates of EUR 19 million, mainly related to our USD denominated notes. Financial expense for the corresponding period in 2006 amounted to EUR 14 million, mainly consisting of the net interest expenses on funding provided by Philips.

Income tax (expense) benefit

For the first quarter 2007, the Company recognized an income tax benefit of EUR 28 million (excluding purchase accounting effects). For the first quarter of 2006 income tax expense amounted to EUR 6 million.

Minority interests

In the first quarter of 2007 the loss of EUR 5 million reflects the share of minority shareholders in consolidated companies. In the corresponding period of 2006, the loss was EUR 18 million. For both periods this was mainly related to the joint venture Systems on Silicon Manufacturing Company (SSMC).

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Performance by segment

Mobile & Personal

Key data

Sales were EUR 344 million for the first quarter 2007, compared to EUR 380 million for the corresponding period of 2006, a decrease of 9.5% (on a comparable basis a decrease of 1.1%) mainly driven by lower sales in the Connectivity and Cordless businesses.

EBIT in the first quarter of 2007 amounted to a loss of EUR 19 million, excluding the purchase accounting effects, compared to a profit of EUR 3 million in the corresponding period in 2006. The 2007 results include a restructuring charge for the Power Amplifiers/Front End Modules business of EUR 3 million. The decrease in EBIT was primarily caused by lower sales and lower yields associated with the ramp-up of the Power Management Units business.

On March 23, 2007 we consummated the acquisition of the Cellular Communications Business of Silicon Laboratories Inc. (as announced on February 8, 2007) for EUR 214 million in cash. NXP may pay up to an additional USD 65 million contingent upon the achievement of certain milestones in the next three years. The acquired cellular business of Silicon Labs was consolidated as from March 24, 2007 onwards and contributed EUR 1 million to sales.

Home

Key data

Sales amounted to EUR 175 million for the first quarter of 2007, compared to EUR 242 million for the corresponding period in 2006, a decrease of 27.7%. On a comparable basis, sales decreased by 20.6%. The lower sales are primarily caused by the CRT TV-business, reflecting the ongoing market transition from analog to digital television technologies, and the exit from large display drivers and DVD-R activities.

EBIT in the first quarter of 2007 amounted to a loss of EUR 19 million, excluding the purchase accounting effects, compared to a loss of EUR 8 million in the same period last year. The unfavorable effect from the lower sales was partly offset by reduced R&D and SG&A costs.

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Automotive & Identification

Key data

Sales were EUR 230 million in the first quarter of 2007, compared with EUR 218 million for the corresponding period of 2006, an increase of 5.5%. On a comparable basis, sales increased by 10.1%, mainly driven by the Identification business.

EBIT in the first quarter of 2007 amounted to EUR 53 million, excluding the purchase accounting effects, an improvement of EUR 3 million compared to the corresponding period of 2006. This is attributable to an improvement in gross margin, partly offset by higher research and development investments.

MultiMarket Semiconductors

Key data

Sales were EUR 319 million in the reporting period, compared to EUR 345 million in the same period of 2006, a decrease of 7.5% (comparable sales shows an increase of 2.2%). The nominal growth figure for the MultiMarket Semiconductors segment includes a significant impact resulting from our exit from the Mobile Display Drivers business, which has been eliminated in the comparable figure.

EBIT in the first quarter of 2007 amounted to EUR 64 million, excluding the purchase accounting effects, compared to a profit of EUR 66 million for the corresponding period in 2006.

IC Manufacturing Operations

Key data

1)    In the first quarter of 2007, IC Manufacturing Operations supplied EUR 396 million to other segments (first quarter of 2006:
EUR 510 million), which have been eliminated in the above presentation.

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External sales decreased to EUR 32 million in the first quarter of 2007 from EUR 49 million in the corresponding period of 2006. This mainly reflects the lower sales of SSMC to TSMC.

EBIT in the first quarter of 2007 amounted to a loss of EUR 51 million, excluding purchase accounting effects, compared to a profit of EUR 7 million in the corresponding period in 2006. Excluding restructuring charges of EUR 19 million for the Nijmegen (the Netherlands) and Cabuyao (the Philippines) operations, EBIT for the first quarter of 2007 amounted to a loss of EUR 32 million. The lower EBIT was the result of decreased utilization rates from 82% in the first quarter of 2006 to 69% in the reporting period, partly offset by cost savings. EBIT included EUR 17 million costs related to the alliance in Crolles (France) in the reporting period (EUR 7 million in the corresponding period of 2006). The costs related to Crolles exclude R&D-related expenses which are reported under the Corporate and Other segment.

On March 22, 2007, the Company announced the closure of the Boeblingen operation in Germany and the reorganization of our back-end operations in the Philippines (Cabuyao). Restructuring charges, mainly related to the Boeblingen operations, are expected to be recorded during the remainder of the year 2007.

Corporate and Other

Key data

Sales in Corporate and Other are related to IP licensing income and software and totaled EUR 15 million for the reporting period, compared to EUR 16 million for the first quarter of 2006.

EBIT amounted to a loss of EUR 79 million for the first quarter of 2007 compared to a loss of EUR 97 million in the corresponding period of 2006. In the first quarter of 2007 costs of EUR 20 million were included for research activities, IP management and corporate infrastructure. For the corresponding period in 2006, during which the cost allocation methodology from Philips was applied, the related costs amounted to EUR 33 million.

EBIT in the first quarter of 2007 included EUR 11 million for R&D-related expenses in Crolles, similar to the EUR 11 million in the corresponding period in 2006.

On January 16, 2007, the Company announced that it would not extend its current cooperation in the Crolles alliance, beyond the initial term expiring at the end of 2007. NXP will work together with the alliance partners during the remainder of 2007 to complete the current program and effectively manage the transition.

Liquidity and Capital Resources

At the end of the first quarter of 2007, the cash position amounted to EUR 620 million, compared to EUR 939 million at December 31, 2006. Net cash used for operating activities was EUR 12 million, which included an increase in receivables related to the strong sales level at the end of the reporting period compared to the end of 2006. Furthermore, the acquisition of Silicon Labs cellular business amounted to EUR 214 million, and an amount of EUR 81 million was spent on capital expenditures.

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Subsequent Events

On April 27, 2007, the Company launched an offer to exchange its outstanding Fixed and Floating Rate notes for identical notes registered under the U.S. Securities Act. The offers are expected to close on May 30, 2007 and will have no effect on the Company’s capitalization or debt outstanding.

Outlook

The market seems to have bottomed out although it remains weak. We see a short visibility of our orderbook reflecting the current volatility in the industry. Given our book-to-bill ratio of 1.03 in the first quarter, we expect flat to low single-digit sequential sales growth for the second quarter 2007 on a currency comparable basis. We believe we are well positioned to benefit from a next upturn in the relevant semiconductor market segments.

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Combined and Consolidated
statements of operations

all amounts in millions of euros

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Combined and Consolidated
balance sheets

all amounts in millions of euros

12

Combined and Consolidated
statements of cash flows

all amounts in millions of euros

13

Consolidated statements of changes in
shareholder’s equity and comprehensive income (loss)

all amounts in millions of euros

14

Information by segments

all amounts in millions of euros unless otherwise stated

Sales, R&D expenses and income from operations

(1)             Not meaningful

(2)             In the first quarter of 2007, IC Manufacturing Operations supplied EUR 396 million to other segments   (first quarter of 2006: EUR 510 million), which have been eliminated in the above presentation.

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Main countries

all amounts in millions of euros

Sales

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Reconciliation of non-US GAAP
information

all amounts in millions of euros unless otherwise stated

Certain non-US GAAP financial measures are presented when discussing the NXP Group’s financial position. In the following tables, a reconciliation to the most directly comparable US GAAP financial measure is made for each non-US GAAP performance measure.

Sales growth composition (in %)