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

July 24, 2009
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 June 30, 2009, as furnished to the holders of the Company’s debt securities on July 24, 2009. This report also contains a copy of the press release entitled “NXP Semiconductors Announces Second Quarter 2009 Results”, dated July 24, 2009.

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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 24th day of July 2009.

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Exhibit 1

NXP Semiconductors

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 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)

A 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 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.

Quarterly report of the NXP Group

for the 2nd quarter ended June, 2009

·                  Second quarter sales at USD 857* million versus USD 1,200 million in the second quarter of 2008 (excl. wireless activities) and USD 673** million in the first quarter of 2009

·                  Comparable sequential sales increased by 26.2%

·                  Adjusted EBITDA (excluding effects of Purchase Price Accounting and incidental items) was a profit of USD 89 million, compared to a profit of USD 114 million in the second quarter of 2008 and a loss of USD 71 million in the first quarter of 2009

·                  Net income amounted to profit of USD 344 million compared to loss of USD 319 million in the second quarter of 2008 and a loss in the first quarter of 2009 of USD 568 million

·                  Cash position of USD 1,373 million at the end of the second quarter of 2009 compared to USD 1,706 million at the end of the first quarter of 2009

·                  Factory loading of 53% in the second quarter of 2009 compared to 78% in the second quarter of 2008 and 36% in the first quarter of 2009

·                  Book to bill ratio at 1.20 in the second quarter of 2009 compared to 1.18 in the first quarter of 2009

*) Excluding USD 46 million wafer sales to ST-E Wireless in the second quarter of 2009

**)  Excluding USD 29 million wafer sales to ST-NXP Wireless JV in the first quarter of 2009

Table of Contents

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Introduction

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which are presented in footnote 4 of NXP’s Annual Report 2008.

During 2008, the Company was organized into four business units and two other segments.

On July 28, 2008 the wireless operations of NXP from the former segment Mobile & Personal were contributed to a new joint venture ST-NXP Wireless, and as such all assets and liabilities involved in this transaction have been deconsolidated from this segment. The operations until July 28, 2008 remained consolidated in the consolidated accounts under a new segment named “Divested Wireless activities”.

The Mobile & Personal segment has been regrouped as from 2009. The remaining part of the business unit, after the contribution of activities into the joint venture ST-NXP Wireless and subsequent deconsolidation, have been moved into the segments MultiMarket Semiconductors and Corporate and Other. All previous periods reported have been restated accordingly.

As from January 1, 2009, five segments are distinguished as reportable segments in compliance with SFAS 131. The Company is structured in three market-oriented business units: Automotive & Identification, MultiMarket Semiconductors and Home, which each represent a reportable operating segment. The two other reportable segments are Manufacturing Operations and Corporate and Other.

The Company has decided to enhance the assessment of the performance of its three business units by allocating certain costs that were previously unallocated and were reported in the segments Corporate and Other and Manufacturing Operations, to these operating segments. This allocation better reflects the performance of the operating segments and enables among others a better assessment of the contribution of these segments to the Company’s cash flows. The allocated costs include among others costs related to corporate activities that are for the benefit of the business units and the capacity costs of the segment Manufacturing Operations. Also, the elimination of unrealized results on intercompany transactions is allocated to the related operating segments.

The segment information for prior periods has been restated to reflect this reallocation as from the earliest period presented in this report.

The presentation of minority interests has been brought in line with SFAS 160, which Statement became effective on January 1, 2009 for the Company.

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Second quarter 2009 compared to second quarter 2008

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

·                  financial reporting is in accordance with US GAAP

·                  the impact on the 2009 financial results of the purchase price accounting (“PPA”) used in connection with acquisitions and related effects on subsequent divestments has been separately provided to demonstrate 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 the Company’s cash flows

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

·                  adjusted EBIT refers to EBIT adjusted for incidental items such as restructuring, litigation, IT system reorganization costs, exit of product lines, other non operations-related items, impairments and the effects of purchase price accounting

·                  comparable sales growth reflects relative changes in sales between periods adjusted for the effects of currency exchange rate changes, material acquisitions, divestments and reclassified product lines (consolidation changes)

Management Summary

Economic and financial crisis

The effects of the economic financial crisis continued to have an impact in the second quarter of 2009 on both sales and profitability. Sales are significantly lower than the same period last year, which still included the sales of our divested wireless activities. On comparable basis the sales declined by 29.0%. On a sequential basis, however, comparable sales increased by 26.2%. An increase across all segments was visible. The uptake in sales is mainly driven by supply chain replenishment after a soft first quarter of 2009 and demand increase in China.

NXP Redesign Program

During the period significant progress was made on the execution of our Redesign Program, announced in the third quarter of 2008. The wafer fab in Caen, France, was sold in June 2009 and the wafer fab in Fishkill, USA, has stopped production early July 2009. The process and product transfer programs related to the redesign of fabs in Hamburg and Nijmegen are on track. The program is forecast to have restructuring costs of no greater than USD 700 million and is expected to achieve higher annual savings than those initially projected (USD 550 million) by the end of 2010.

Capital structure

In the second quarter of 2009 we reduced our overall debt level by USD 517 million through a private offer to exchange existing unsecured and secured notes for new U.S. dollar and Euro-denominated super priority notes. Consequently, our annual cash interest expense is expected to reduce by approximately USD 30 million. The super priority notes are recorded in the balance sheet at a USD 50 million discount, which is subject to accretion to par value over the term of these notes using the effective interest method. The super priority notes are initially fair valued based upon the public trading prices of the existing notes exchanged immediately prior to the launch of the debt exchange.

Early in the third quarter of 2009, our overall debt level reduced further by USD 744 million and the related annual cash interest expense by approximately USD 49 million. This is the result of our offer to purchase unsecured and secured notes for cash, a privately negotiated transaction to purchase secured notes for cash, and a privately negotiated transaction in which a purchase of secured notes for cash is combined with a purchase of unsecured notes against issuance of new super priority notes for a nominal amount of USD 131 million. These new super priority notes will be recorded in the balance sheet at a discount of USD 29 million. These transactions will negatively impact our cash position in the third quarter of 2009 by an amount of USD 244 million in total. The overall impact of these capital restructuring transactions is that our overall debt level is reduced by USD 1,261 million and the annual cash interest expense by USD 79 million, while the net cash spent for purchase amounts to USD 244 million in total.

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The following table represents income elements for the 2nd quarters of 2009 and 2008:

Certain non-US GAAP financial measures have been used when discussing the NXP Group’s financial position. The following table represents a reconciliation of EBIT to Adjusted EBIT and Adjusted EBITDA:

EBIT to Adjusted EBITDA

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The following table represents income elements excluding PPA, incidental items and impairment charges for the 2nd quarter of 2009 compared to the 1st quarter of 2009 and the year-to-date comparison of the 2nd quarter of 2009 with 2008:

Sales

Sales by segment

(1) Not meaningful

Sales

Sales in the 2nd quarter of 2009 were USD 857 million, excluding wafer sales of USD 46 million to ST-Ericsson Wireless. Sales in the 2nd quarter of 2008 amounted to USD 1,524 million, which included USD 324 million of sales from the divested wireless activities. On a nominal basis sales

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decreased by 40.7% and on a comparable basis sales declined by 29.0%. The comparable sales decline was mainly due to the global economic crisis that commenced during the second half of last year. Furthermore, sales for the 2nd quarter of 2009 were affected by unfavorable currency effects of USD 35 million compared to the same quarter last year.

The weak economic environment affected sales of all business segments. The Automotive & Identification business showed a 40.9% decline on a comparable basis, which was in line with the market development. The automotive market was affected by the continued low demand and related car production. Sales in Identification were also weak following a slowdown in government related projects. Sales in the MultiMarket segment declined by 23.1% on a comparable basis. Home segment sales decreased on a comparable basis by 25.5% as the market continued to be weak especially for Analog CRT, partly compensated by improvements in Digital TV. The market for mainstream Set Top Boxes also showed a decline.

Sequential comparison

Nominal sales excluding wafer sales increased by 27.3% in the 2nd quarter of 2009 compared to the 1st quarter of 2009 and 26.2% on a comparable basis. The increase in sales is mainly attributable to the supply chain replenishment, following a soft 1st quarter of 2009 and demand increase in China.

EBIT

(1) Not meaningful

EBIT

EBIT in the 2nd quarter of 2009 was a loss of USD 217 million, including a favorable currency effect of USD 10 million, compared to a loss of USD 284 million in the same quarter last year. PPA effects were USD 131 million compared to USD 196 million in the 2nd quarter of 2008. The lower PPA effect is mainly due to divestment of the wireless activities, partly offset by a write-down arising from the closure of the Fishkill fab. Incidental items amounted to a loss of USD 62 million (2008: loss of USD 50 million), of which USD 30 million related to the sale of the Caen fab and closure of the Fishkill fab and additional non-personnel related restructuring costs of USD 26 million.

The EBIT of the 2nd quarter of 2009 was affected by a lower gross margin of USD 321 million (USD 224 million excluding the wireless activities) and offset by lower operating expenses of USD 372 million (USD 98 million excluding the wireless activities). The factory loading was 53% compared to 78% in the 2nd quarter of 2008.

Adjusted EBIT for the 2nd quarter of 2009 was a loss of USD 24 million compared to a loss of USD 38 million in the same quarter last year. The decline in sales resulted in lower EBIT, which was partly offset by lower operating expenses due to the ongoing Redesign Program. The gross margin in the 2nd quarter of 2009 was 32.3% compared to 36.5% in the 2nd quarter of 2008. The EBIT of the 2nd quarter of 2008 included a loss from the divested wireless activities of USD 98 million.

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Sequential comparison

Adjusted EBIT for the 2nd quarter of 2009 was a loss of USD 24 million, including a favorable currency effect of USD 9 million, compared to a loss of USD 197 million in the 1st quarter of 2009. This improvement is related to the higher sales resulting in an increase in gross margin of USD 164 million. The gross margin as percentage of sales improved to 32.3% in the 2nd quarter of 2009, compared to 16.8% in the 1st quarter of 2009. Operating expenses were reduced by USD 10 million.

Financial income and expense

Financial income and expense amounted to an income of USD 582 million in the 2nd quarter of 2009 compared to an expense of USD 174 million in the same quarter last year. The 2nd quarter of 2009 included the gain on the bond exchange offer completed in April 2009 amounting to USD 517 million. Also included is a profit of USD 172 million (2nd quarter of 2008: loss of USD 22 million) as a result of changes in currency rates, predominantly related to our USD denominated notes and cash position. Net interest expense amounted to USD 91 million in the 2nd quarter of 2009 compared to USD 120 million in the corresponding quarter last year.

Income tax benefit (expense)

Tax benefits, in connection with losses the Company incurred during the 2nd quarter, were more than offset by a current tax charge of USD 132 million related to the debt exchange offer completed in April. As a result the valuation allowance against our deferred tax assets decreased by USD 61 million. The valuation allowances in Germany, France and USA increased, while the valuation allowance against our deferred tax assets in the Netherlands decreased.

The Company recognized an income tax expense of USD 21 million compared to a tax benefit of USD 146 million in the same quarter last year.

Result relating to equity-accounted investees

Results to equity-accounted investees were nil in the 2nd quarter of 2009 compared to a loss of USD 7 million in the same quarter last year. The result relating to equity-accounted investees in the 2nd quarter of 2008 was mainly related to our shareholding in ASMC.

Net income

Net income for the 2nd quarter of 2009 was a profit of USD 344 million compared to a loss of USD 319 million in the 2nd quarter of 2008. The increase in net income is attributable to higher financial income resulting from debt conversion and supported by the improved EBIT, partly offset by higher tax expenses.

Adjusted EBITA

Adjusted EBITA for the 2nd quarter of 2009 was a loss of USD 18 million compared to a loss of USD 29 million in the same quarter last year.

Adjusted EBITDA

Adjusted EBITDA amounted to a gain of USD 89 million in the 2nd quarter of 2009 compared to a gain of USD 114 million in the corresponding quarter last year. Adjusted EBITDA is mainly driven by the development in EBIT.

The EBITDA of SSMC amounted to USD 40 million in the 2nd quarter of 2009.

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Performance by segment

Automotive & Identification

Key data

Sales

Sales for the 2nd quarter of 2009 were USD 200 million compared to USD 359 million in the same quarter last year, resulting in a 44.3% nominal decline and 40.9% on a comparable basis. This decline reflects the continuous weakness in the automotive market. The Identification sales were affected by a slow down of various government projects and competitive prices in the banking card business. Furthermore, unfavorable currency translation effects of USD 13 million impacted the sales compared to the 2nd quarter of 2008.

On a sequential basis, sales increased to USD 200 million in the 2nd quarter of 2009 from USD 179 million in the 1st quarter of 2009, a comparable increase of 10.1%. The increase in sales is mainly attributable to the supply chain replenishment and stimulus packages provided by some governments for the automotive industry.

EBIT

Adjusted EBIT in the 2nd quarter of 2009 was a loss of USD 17 million compared to a profit of USD 47 million in the corresponding quarter last year. This decline was mainly due to the reduced sales and related lower gross margin contribution, partly offset by the lower operating expenses. Incidental items for the 2nd quarter of 2009 are related to process transfer costs and non personnel related restructuring costs.

On a sequential basis, adjusted EBIT was a loss of USD 17 million in the 2nd quarter of 2009, which was an improvement from a loss of USD 44 million in the 1st quarter of 2009. This was mainly due to higher sales combined with a reduced cost base.

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MultiMarket Semiconductors

Key data

Sales

Sales in the 2nd quarter of 2009 amounted to USD 418 million compared to USD 566 million in the corresponding period of 2008, reflecting a 26.1% nominal sales decline. On a comparable basis the sales declined by 23.1% compared to the same quarter in 2008 reflecting the significant decline in the overall market. Sales across the entire product portfolio were lower except for sales of components for radio base stations. Furthermore, sales in the 2nd quarter of 2009 were impacted by unfavorable currency translation effects of USD 19 million compared to the 2nd quarter of 2008.

On a sequential basis sales increased by 31.4% on a comparable basis to USD 418 million in the 2nd quarter of 2009 from USD 315 million in the 1st quarter of 2009. Sales were particularly strong in Asia, and largely attributable to the replenishment of the supply chain.

EBIT

Adjusted EBIT in the 2nd quarter of 2009 was a profit of USD 33 million compared to a profit of USD 46 million in the corresponding period of 2008. The decrease in adjusted EBIT was largely due to lower sales volume and the related lower factory utilization, resulting in lower gross margin partly offset by lower operating expenses.

On a sequential basis, adjusted EBIT improved to a profit of USD 33 million in the 2nd quarter of 2009 from a loss of USD 60 million in the 1st quarter of 2009. The increase in profit was mainly due to a higher sales volume and increased utilization of the fabs.

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Home

Key data

Sales

Sales for the 2nd quarter of 2009 were USD 181 million compared to USD 196 million in the same quarter in 2008, a nominal sales decline of 7.7%. The 2008 acquisitions of Conexant and NuTune contributed to the 2nd quarter sales of 2009. On a comparable basis sales declined by 25.5%, mainly due to the general economic downturn, especially in the analog TV market.

On a sequential basis sales increased to USD 181 million in the 2nd quarter of 2009 from USD 135 million in the 1st quarter of 2009 resulting in a nominal increase of 34.1%, and 33.7% on a comparable basis. The increase in sales is attributable to the replenishment of the supply chain.

EBIT

Adjusted EBIT in the 2nd quarter of 2009 was a loss of USD 41 million compared to a loss of USD 37 million in the corresponding quarter last year. The decrease in adjusted EBIT is mainly driven by lower margins as a result of lower sales, partly compensated by lower operating expenses resulting from the restructuring efforts.

The incidental items for the 2nd quarter of 2009 were a loss of USD 13 million mainly due to the restructuring cost related to the NuTune venture.

On a sequential basis, the adjusted EBIT loss decreased from USD 79 million in the 1st quarter of 2009 to a loss of USD 41 million in the 2nd quarter of 2009. The reduced loss was mainly due to higher sales and a lower cost base.

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Manufacturing Operations

Key data

(1) Percentage not meaningful.

(2) Excluding internal sales to other Business Units

Sales

Nominal sales increased from USD 61 million in the 2nd quarter of 2008 to USD 91 million in the 2nd quarter of 2009, of which USD 46 million is from the supply of wafers to ST-Ericsson Wireless. The reduction of the remaining wafer sales from USD 61 million to USD 45 million is due to the general economic down turn.

On a sequential basis, the combined sales increased from USD 61 million in the 1st quarter of 2009 to USD 91 million in the 2nd quarter of 2009 as a result of an uptake in demand in the 2nd quarter of 2009.

EBIT

Adjusted EBIT in the 2nd quarter of 2009 was a profit of USD 5 million compared to a profit of USD 1 million in the corresponding quarter last year. The adjusted EBIT reflects the result of SSMC sales to third party customers.  Incidental items for the 2nd quarter of 2009 were a loss of USD 25 million mainly related to the sale of the Caen fab and the closure of the Fishkill fab.

On a sequential basis, adjusted EBIT increased from a loss of USD 9 million in the 1st quarter of 2009 to a profit of USD 5 million in the 2nd quarter of 2009 due to increased sales.

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Corporate and Other

Key data

(1) Percentage not meaningful.

Sales

Sales in Corporate and Other segment mainly relate to IP licensing and NXP Software sales.

EBIT

Adjusted EBIT for the 2nd quarter of 2009 was a loss of USD 4 million compared to a profit of USD 3 million in the same quarter last year. The loss was mainly due to currency effects. Incidental items in the 2nd quarter of 2009 were a loss of USD 17 million mainly related to non-personnel related restructuring activities.

Divested Wireless activities

Key data

The divested wireless activities have been included in the Group consolidated accounts for the period January – July 2008.

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Liquidity and capital resources

At the end of the 2nd quarter of 2009, cash and cash equivalents amounted to USD 1,373 million (of which USD 156 million was held by SSMC) compared to USD 1,706 million at the end of the 1st quarter of 2009. Including the cash position and the unused senior secured revolving credit facility, NXP had in total access to liquidity resources of USD 1,467 million as at end of the 2nd quarter of 2009.

Debt

The carrying amount of total debt at the end of June 2009 is USD 6,050 million, compared to USD 6,367 million at the end of December 2008.

The estimated fair value of total debt is USD 2,757 million and USD 2,065 million, respectively. This fair value is estimated on the basis of the quoted market prices for certain bonds outstanding or on the basis of discounted cash flow analysis based upon incremental borrowing rates for similar types of borrowing arrangements with comparable terms and maturities.

In the 2nd quarter of 2009 we reduced our overall debt by USD 517 million through a private offer to exchange existing unsecured and secured notes for new U.S. dollar and Euro-denominated super priority notes. Consequently, our annual cash interest expense is expected to reduce by approximately USD 30 million. The super priority notes are recorded in the balance sheet at a USD 50 million discount, which is subject to accretion to par value over the term of these notes using the effective interest method. The super priority notes are initially fair valued based upon the public trading prices of the existing notes exchanged immediately prior to the launch of the debt exchange.

Given the ongoing crisis in the financial markets and based on our risk assessment we have deposited almost all our cash with at least A-rated financial organizations.

Net cash used for operating activities amounted to USD 349 million in the 2nd quarter of 2009, mainly due to the semi-annual year coupon payments of interest paid of USD 168 million, USD 96 million cash payout in connection with restructuring programs, USD 50 million due to an increase in accounts receivable and USD 15 million due to higher inventories, both in line with an increased sales level.

Net cash provided by investing activities was USD 2 million. The gross Capex for the 2nd quarter of 2009 amounted to USD 7 million. The proceeds from disposals of property, plant and equipment amounted to USD 6 million.

Net cash used for financing activities was USD 4 million.

In relation to the divestment of our wireless activities we recognized gross proceeds of USD 1,550 million in 2008. The table below represents adjustments made towards the excess proceeds at the end of the 2nd quarter of 2009.  The excess proceeds of USD 34 million, as shown in the table, are below the threshold amount of EUR 50 million, as defined in the financing agreements.