NXP Semiconductors 10-Q 2026-06-28

Filed 2026-07-28. 8 sections, 164K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 28, 2026

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

For the transition period from to .

Commission File Number: 001-34841

NXP Semiconductors N.V.

(Exact name of registrant as specified in its charter)


Netherlands						98-1144352
(State or other jurisdiction of incorporation or organization)						(I.R.S. employer identification number)

60 High Tech Campus						5656 AG
Eindhoven
Netherlands
(Address of principal executive offices)						(Zip code)


			+31			40			2729999
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common shares, EUR 0.20 par value			NXPI			The Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒ No ☐

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


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

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of July 24, 2026, there were 252,164,174 shares of our common stock, €0.20 par value per share, issued and outstanding.

NXP Semiconductors N.V.

Form 10-Q

For the Fiscal Quarter Ended June 28, 2026

TABLE OF CONTENTS


		Page
Part I
	Introduction and Forward Looking Statements	1
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

Part II
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 5.	Other Information	37
Item 6.	Exhibits	38

Introduction and Forward Looking Statements

This Form 10-Q and certain information incorporated herein by reference contains forward-looking statements, which are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. When used in this Form 10-Q, 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, market data as well as any other statements that 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, these 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, in addition to those listed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Form 10-Q, 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;
recent changes in global trade policy including tariffs and related trade actions announced by the U.S., China and other countries, potential increase of barriers to international trade, including the imposition of new or increased tariffs, and resulting disruptions to our established supply chains;
the impact of government actions and regulations, including as a result of executive orders, including restrictions on the export of products and technology;
increasing and evolving cybersecurity threats and privacy risks;
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 correct them quickly;
our ability to form strategic partnerships and joint ventures and successfully cooperate with our strategic alliance partners;
our ability to win competitive bid selection processes;
our ability to develop products for use in our customers’ equipment and products;
our ability to successfully hire and retain key management and senior product engineers;
global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia, and the continued hostilities and armed conflict in the Middle East including the ongoing military conflict involving Iran and the resulting disruption to energy markets, industrial gas supplies and global logistical routes, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets
our ability to maintain good relationships with our suppliers;
our ability to integrate acquired businesses in an efficient and effective manner;
our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before maturity to meet our debt service, research and development and capital investment requirements; and
a change in tax laws could have an effect on our estimated effective tax rates.

We do not assume any obligation to update any forward-looking statements and disclaim any obligation to update our view of any risks or uncertainties described herein or to publicly announce the result of any revisions to the forward-looking statements made in this Form 10-Q, except as required by law.

In addition, this Form 10-Q contains information concerning the semiconductor industry, our end markets and business generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the semiconductor industry, our end markets and business will develop. We have based these assumptions on information currently available to us, including through the market research and industry reports referred to in this Form 10-Q. 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, they could have a material adverse effect on our future results of operations and financial condition, and the trading price of our common stock. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we file this document with the U.S. Securities and Exchange Commission, whether to reflect any future events or circumstances or otherwise.

The financial information included in this Form 10-Q is based on United States Generally Accepted Accounting Principles (U.S. GAAP), unless otherwise indicated.

In presenting and discussing our financial position, operating results and cash flows, management uses certain non-U.S. GAAP financial measures. These non-U.S. GAAP financial measures should not be viewed in isolation or as alternatives to the equivalent U.S. GAAP measures and should be used in conjunction with the most directly comparable U.S. GAAP measures. A discussion of non-U.S. GAAP measures included in this Form 10-Q and a reconciliation of such measures to the most directly comparable U.S. GAAP measures are set forth under “Use of Certain Non-GAAP Financial Measures” contained in this Form 10-Q under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Unless otherwise required, all references herein to “we”, “our”, “us”, “NXP” and the “Company” are to NXP Semiconductors N.V. and its consolidated subsidiaries.

This Form 10-Q includes market data and certain other statistical information and estimates that are based on reports and other publications from industry analysts, market research firms, and other independent sources, as well as management’s own good faith estimates and analyses. NXP believes these third-party reports to be reputable, but has not independently verified the underlying data sources, methodologies or assumptions. The reports and other publications referenced are generally available to the public and were not commissioned by NXP. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

($ in millions, unless otherwise stated)


	For the three months ended		For the six months ended
	June 28, 2026	June 29, 2025	June 28, 2026	June 29, 2025
Revenue	3,496	2,926	6,677	5,761
Cost of revenue	(1,494)	(1,364)	(2,887)	(2,639)
Gross profit	2,002	1,562	3,790	3,122
Research and development	(604)	(573)	(1,192)	(1,120)
Selling, general and administrative	(291)	(278)	(575)	(559)
Amortization of acquisition-related intangible assets	(31)	(25)	(63)	(52)
Total operating expenses	(926)	(876)	(1,830)	(1,731)
Other income (expense)	(5)	1	616	19
Operating income (loss)	1,071	687	2,576	1,410
Financial income (expense):

Other financial income (expense)	(97)	(86)	(193)	(178)
Income (loss) before income taxes	974	601	2,383	1,232
Benefit (provision) for income taxes	(189)	(116)	(461)	(246)
Results relating to equity-accounted investees	(3)	(28)	(7)	(32)
Net income (loss)	782	457	1,915	954
Less: Net income (loss) attributable to non-controlling interests	15	12	26	19
Net income (loss) attributable to stockholders	767	445	1,889	935

Earnings per share data:
Net income (loss) per common share attributable to stockholders in $
Basic	3.04	1.76	7.48	3.69
Diluted	3.02	1.75	7.44	3.67

Weighted average number of shares of common stock outstanding during the period (in thousands):
Basic	252,415	252,418	252,562	253,057
Diluted	254,021	253,844	253,836	254,433

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

($ in millions, unless otherwise stated)


	For the three months ended		For the six months ended
	June 28, 2026	June 29, 2025	June 28, 2026	June 29, 2025
Net income (loss)	782	457	1,915	954
Other comprehensive income (loss), net of tax:
Change in fair value cash flow hedges	(5)	7	(9)	10
Change in foreign currency translation adjustment	(31)	136	(68)	179
Change in net actuarial gain (loss)	(1)	(2)	(2)	(2)

Total other comprehensive income (loss)	(37)	141	(79)	187
Total comprehensive income (loss)	745	598	1,836	1,141
Less: Comprehensive income (loss) attributable to non-controlling interests	15	12	26	19
Total comprehensive income (loss) attributable to stockholders	730	586	1,810	1,122

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

($ in millions, unless otherwise stated)


		June 28, 2026	December 31, 2025
ASSETS
Current assets:
	Cash and cash equivalents	3,222	3,267

	Accounts receivable, net	1,274	1,055
	Assets held for sale	92	372
	Inventories, net	2,557	2,577
	Other current assets	539	669
Total current assets		7,684	7,940
Non-current assets:
	Deferred tax assets	1,242	1,213
	Other non-current assets	3,195	2,584
	Property, plant and equipment, net of accumulated depreciation of $6,553 and $6,366 respectively	2,835	2,977
	Identified intangible assets, net of accumulated amortization of $812 and $820 respectively	1,441	1,547
	Goodwill	10,268	10,299
	Total non-current assets	18,981	18,620
Total assets		26,665	26,560

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable	984	997

	Restructuring liabilities-current	111	189
	Other current liabilities	1,672	1,445
	Short-term debt	999	1,250
**Total current liabilities

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis (MD&A) should be read in conjunction with our Consolidated Financial Statements and Notes and the MD&A in our Annual Report on Form 10-K for the year ended December 31, 2025, and the Financial Statements and the related Notes that appear elsewhere in this document.

Overview

Quarterly Financial Highlights

Revenue was $3,496 million, up 19.5% year-on-year;
GAAP gross margin was 57.3%, and GAAP operating margin was 30.6%;
Non-GAAP gross margin was 58.0%, and non-GAAP operating margin was 35.1%;
Cash flow from operations was $860 million, with net capital expenditures on property, plant and equipment of $69 million, resulting in non-GAAP free cash flow of $791 million;
During the second quarter of 2026, NXP returned capital to shareholders with the payment of $256 million in cash dividends and the repurchase of $104 million of its common shares, for a total capital return of $360 million.

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Sequential Results

Q2 2026 compared to Q1 2026

Revenue for the three months ended June 28, 2026, was $3,496 million compared to $3,181 million for the three months ended March 29, 2026, an increase of $315 million or 9.9% quarter-on-quarter, in line with management's expectations. Within our end markets, the Automotive end market increased $156 million or 8.8%, the Industrial & IoT end market increased $127 million or 20.2%, the Communication Infrastructure & Other end market increased $72 million or 18.9%, and the Mobile end market decreased $40 million or 10.2%.

When aggregating all end markets together and reviewing sales channel performance, revenue from distributors was $2,072 million, an increase of $210 million or 11.3% compared to the previous period. Revenue from direct customers was $1,375 million, an increase of $93 million or 7.3% versus the previous period.

From a geographic perspective, revenue increased quarter-on-quarter in the China region by 31.5%, in the Asia Pacific region by 11.2%, in the EMEA region by 4.0%, and in the Americas region by 3.2%.

Our gross profit percentage for the three months ended June 28, 2026, of 57.3% increased compared to 56.2% for the three months ended March 29, 2026, driven mainly by higher sales volumes and favorable product mix.

Operating income for the three months ended June 28, 2026, was $1,071 million compared to $1,505 million for the three months ended March 29, 2026, a decrease of $434 million or 28.8%. The decrease was mainly driven by the gain on sale of the MEMS Sensors business in the first quarter of 2026.

Results of operations

The following table presents operating results for each of the three- and six-month periods ended June 28, 2026, and June 29, 2025, respectively:


($ in millions, unless otherwise stated)	Q2 2026		% of Revenue		Q2 2025		% of Revenue		YTD 2026		% of Revenue		YTD 2025		% of Revenue

Revenue	3,496				2,926				6,677				5,761
% nominal growth	19.5				(6.4)				15.9				(7.9)
Gross profit	2,002				1,562				3,790				3,122
Gross margin	57.3	%			53.4	%			56.8	%			54.2	%
Research and development	(604)		17.3	%	(573)		19.6	%	(1,192)		17.9	%	(1,120)		19.4	%
Selling, general and administrative	(291)		8.3	%	(278)		9.5	%	(575)		8.6	%	(559)		9.7	%
Amortization of acquisition-related intangible assets	(31)		0.9	%	(25)		0.9	%	(63)		0.9	%	(52)		0.9	%
Other income (expense)	(5)		0.1	%	1		—	%	616		9.2	%	19		0.3	%
Operating income (loss)	1,071		30.6	%	687		23.5	%	2,576		38.6	%	1,410		24.5	%
Financial income (expense)	(97)		2.8	%	(86)		2.9	%	(193)		2.9	%	(178)		3.1	%
Benefit (provision) for income taxes	(189)		5.4	%	(116)		4.0	%	(461)		6.9	%	(246)		4.3	%
Results relating to equity-accounted investees	(3)		0.1	%	(28)		1.0	%	(7)		0.1	%	(32)		0.6	%
Net income (loss)	782		22.4	%	457		15.6	%	1,915		28.7	%	954		16.6	%
Less: Net income (loss) attributable to non-controlling interests	15		0.4	%	12		0.4	%	26		0.4	%	19		0.3	%
Net income (loss) attributable to stockholders	767		21.9	%	445		15.2	%	1,889		28.3	%	935		16.2	%

Diluted earnings per share	3.02				1.75				7.44				3.67

Revenue

Q2 2026 Overview

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Q2 2026 compared to Q2 2025

Revenue for the three months ended June 28, 2026, was $3,496 million compared to $2,926 million for the three months ended June 29, 2025, an increase of $570 million or 19.5%, in line with management’s expectations.

YTD 2026 Overview

549755829435 549755829436 549755829437

YTD 2026 compared to YTD 2026

Revenue for the six months ended June 28, 2026, was $6,677 million compared to $5,761 million for the six months ended June 29, 2025, an increase of $916 million or 15.9%.

Revenue by end market was as follows:


($ in millions, unless otherwise stated)	Q2 2026	Q2 2025	% change		YTD 2026	YTD 2025	% change
Automotive	1,938	1,729	12.1	%	3,720	3,403	9.3	%
Industrial & IoT	755	546	38.3	%	1,383	1,054	31.2	%
Mobile	351	331	6.0	%	742	669	10.9	%
Communication Infrastructure & Other	452	320	41.3	%	832	635	31.0	%
Total Revenue	3,496	2,926	19.5	%	6,677	5,761	15.9	%

Revenue by sales channel was as follows:


($ in millions, unless otherwise stated)	Q2 2026	Q2 2025	% change		YTD 2026	YTD 2025	% change
Distributors	2,072	1,636	26.7	%	3,934	3,160	24.5	%
Direct	1,375	1,257	9.4	%	2,657	2,541	4.6	%
Other	49	33	48.5	%	86	60	43.3	%
Total Revenue	3,496	2,926	19.5	%	6,677	5,761	15.9	%

Revenue by geographic region, which is based on the location where the sale originated and where critical commercial decisions are made, was as follows:


($ in millions, unless otherwise stated)	Q2 2026	Q2 2025	% change		YTD 2026	YTD 2025	% change
Americas	989	738	34.0	%	1,947	1,487	30.9	%
APAC, excluding China	984	866	13.6	%	1,869	1,694	10.3	%
EMEA (Europe, the Middle East and Africa)	893	820	8.9	%	1,752	1,612	8.7	%
China 1)	630	502	25.5	%	1,109	968	14.6	%
Total Revenue	3,496	2,926	19.5	%	6,677	5,761	15.9	%
1) China includes Mainland China and Hong Kong

Q2 2026 compared to Q2 2025

From an end market perspective, NXP experienced growth across all end markets versus the year-ago quarter.

Revenue in the Automotive end market was $1,938 million, an increase of $209 million or 12.1% versus the year-ago quarter. The increase was predominantly due to growth in processors, with mixed-signal products also growing.

Revenue in the Industrial & IoT end market was $755 million, an increase of $209 million or 38.3% versus the year-ago quarter. The increase was due to strong growth in processors and mixed-signal products.

Revenue in the Communication Infrastructure & Other end market was $452 million, an increase of $132 million or 41.3% versus the year-ago quarter. The increase was predominantly due to growth in processors.

Revenue in the Mobile end market was $351 million, an increase of $20 million or 6.0% versus the year-ago quarter. The increase was due to growth in mixed-signal products, partially offset by declines in processors.

When aggregating all end markets together and reviewing sales channel performance, revenue from distributors was $2,072 million, an increase of $436 million or 26.7% versus the year-ago quarter. Revenue from direct customers was $1,375 million, an increase of $118 million or 9.4% versus the year-ago quarter.

From a geographic perspective, revenue increased year-on-year in the Americas region by 34.0%, in the China region by 25.5%, in the Asia Pacific region by 13.6%, and in the EMEA region by 8.9%.

YTD 2026 compared to YTD 2025

From an end market perspective, NXP experienced growth across all end markets versus the year-ago period.

Revenue in the Automotive end market was $3,720 million, an increase of $317 million or 9.3% versus the year-ago period. The increase was predominantly due to growth in processors, with mixed-signal products also growing.

Revenue in the Industrial & IoT end market was $1,383 million, an increase of $329 million or 31.2% versus the year-ago period. The increase was due to strong growth in processors and mixed-signal products.

Revenue in the Communication Infrastructure & Other end market was $832 million, an increase of $197 million or 31.0% versus the year-ago period. The increase was due to growth in processors, partially offset by declines in mixed-signal products.

Revenue in the Mobile end market was $742 million, an increase of $73 million or 10.9% versus the year-ago period. The increase was due to growth in mixed-signal products, partially offset by declines in processors.

When aggregating all end markets together, and reviewing sales channel performance, revenue from distributors was $3,934 million, an increase of $774 million or 24.5% versus the year-ago period. Revenue through direct customers was $2,657 million, an increase of $116 million or 4.6% versus the year-ago period.

From a geographic perspective, revenue increased year-on-year in the Americas region by 30.9%, in the China region by 14.6%, in the Asia Pacific region by 10.3%, and in the EMEA region by 8.7%.

Gross profit

Q2 2026 compared to Q2 2025

Gross profit for the three months ended June 28, 2026, was $2,002 million, or 57.3% of revenue, compared to $1,562 million, or 53.4% of revenue for the three months ended June 29, 2025. The increase in gross profit is primarily driven by higher sales volumes and lower manufacturing costs resulting from improved factory utilization and manufacturing cost-efficiency initiatives.

YTD 2026 compared to YTD 2025

Gross profit for the six months ended June 28, 2026, was $3,790 million, or 56.8% of revenue, compared to $3,122 million, or 54.2% of revenue for the six months ended June 29, 2025. The increase in gross profit was primarily driven by higher sales volumes and lower manufacturing costs resulting from improved factory utilization, manufacturing cost-efficiency initiatives and sourcing savings.

Operating expenses

Q2 2026 compared to Q2 2025

Operating expenses for the three months ended June 28, 2026, totaled $926 million, or 26.5% of revenue, compared to $876 million, or 29.9% of revenue for the three months ended June 29, 2025.

YTD 2026 compared to YTD 2025

Operating expenses for the six months ended June 28, 2026, totaled $1,830 million, or 27.4% of revenue, compared to $1,731 million, or 30.0% of revenue for the six months ended June 29, 2025.

Research and development**


($ in millions, unless otherwise stated)	Q2 2026		Q2 2025		% change		YTD 2026		YTD 2025		% change
Research and development	604		573		5.4	%	1,192		1,120		6.4	%
As a percentage of revenue	17.3	%	19.6	%	(2.3)	ppt	17.9	%	19.4	%	(1.5)	ppt

Q2 2026 compared to Q2 2025

R&D costs for the three months ended June 28, 2026, increased by $31 million, or 5.4%, when compared to the three months ended June 29, 2025, primarily driven by:

+ Increased variable compensation expenses due to improved company performance ($38 million)

+ A net increase in personnel related costs driven by our closed acquisitions, offset by certain ongoing cost-cutting initiatives ($3 million)

- An adjustment to our estimate of the restructuring provision related to programs initiated in prior periods ($8 million)

YTD 2026 compared to YTD 2025

R&D costs for the six months ended June 28, 2026, increased by $72 million, or 6.4%, when compared to the six months ended June 29, 2025, driven by:

Increased variable compensation expenses due to improved company performance ($65 million)

+ A net increase in personnel related costs driven by our closed acquisitions, offset by certain ongoing cost-cutting initiatives ($19 million)

- Lower share-based compensation costs due to restructuring activities ($11 million)

Selling, general and administrative


($ in millions, unless otherwise stated)	Q2 2026		Q2 2025		% change		YTD 2026		YTD 2025		% change
Selling, general and administrative	291		278		4.7	%	575		559		2.9	%
As a percentage of revenue	8.3	%	9.5	%	(1.2)	ppt	8.6	%	9.7	%	(1.1)	ppt

Q2 2026 compared to Q2 2025

SG&A costs for the three months ended June 28, 2026, increased by $13 million, or 4.7%, when compared to the three months ended June 29, 2025, primarily driven by:

+ Increased variable compensation expenses due to improved company performance ($24 million)

- A net decrease in personnel related costs due to certain ongoing cost-cutting initiatives, offset by higher costs driven by our closed acquisitions ($4 million)

YTD 2026 compared to YTD 2025

SG&A costs for the six months ended June 28, 2026, increased by $16 million, or 2.9%, when compared to the six months ended June 29, 2025, primarily driven by:

+ Increased variable compensation expenses due to improved company performance ($34 million)

- Lower legal expenses ($27 million)

Amortization of acquisition-related intangible assets


($ in millions, unless otherwise stated)	Q2 2026		Q2 2025		% change		YTD 2026		YTD 2025		% change
Amortization of acquisition-related intangible assets	31		25		24.0	%	63		52		21.2	%
As a percentage of revenue	0.9	%	0.9	%	—	ppt	0.9	%	0.9	%	—	ppt

Q2 2026 compared to Q2 2025

Amortization of acquisition-related intangible assets for the three months ended June 28, 2026, increased by $6 million, or 24.0%, when compared to the three months ended June 29, 2025, primarily driven by amortization related to the acquisitions of TTTech Auto and Kinara.

YTD 2026 compared to YTD 2025

Amortization of acquisition-related intangible assets for the six months ended June 28, 2026, increased by $11 million, or 21.2%, when compared to the six months ended June 29, 2025, primarily driven by amortization related to the acquisitions of TTTech Auto and Kinara.

Other Income (Expense)

YTD 2026 compared to YTD 2025

Other income (expense) reflects an income of $616 million for the six months ended June 28, 2026, compared to an income of $19 million in the six months ended June 29, 2025. The increase was mainly driven by the gain on sale of $627 million related to the divestment of the MEMS Sensors business in the first quarter of 2026.

Financial income (expense)

The following table presents the details of financial income and expenses:


($ in millions, unless otherwise stated)	Q2 2026	Q2 2025	YTD 2026	YTD 2025
Interest income	29	39	60	74
Interest expense	(112)	(115)	(226)	(221)
Other financial income/ (expense)	(14)	(10)	(27)	(31)
Total	(97)	(86)	(193)	(178)

Q2 2026 compared to Q2 2025

Financial income (expense) was an expense of $97 million for the three months ended June 28, 2026, compared to an expense of $86 million for the three months ended June 29, 2025. The change in financial income (expense) is primarily attributable to a decrease in interest income of $10 million due to lower interest rates and lower cash levels. The decrease in interest expense is mainly driven by lower interest expenses from the redemption of notes and decreased borrowing under our commercial paper program, offset by the interest on three new bonds issued in August 2025. Other financial expenses increased year-over-year primarily due to favorable prior-year tax-related interest adjustments, partially offset by improved foreign exchange hedge results.

YTD 2026 compared to YTD 2025

Financial income (expense) was an expense of $193 million for the six months ended June 28, 2026, compared to an expense of $178 million for the six months ended June 29, 2025. Interest income decreased by $14 million due to lower cash levels and lower interest rates. Interest expense increased by $5 million mainly due to interest on three new bonds issued in August 2025, offset by lower interest expenses from the redemption of notes and decreased borrowing under our commercial paper program. Other financial income/(expense) decreased mainly due to the movement of fair value adjustments in equity securities.

Benefit (provision) for income taxes

Our provision for income taxes for 2026 is based on our EAETR of 19.7%, which is lower than the Netherlands statutory tax rate of 25.8%, primarily due to tax benefits from the Netherlands and foreign tax incentives.


	Q2 2026		Q2 2025		YTD 2026		YTD 2025
Tax benefit (provision) calculated at EAETR	(189)		(112)		(469)		(231)
Discrete tax benefit (provision) items	—		(4)		8		(15)
Benefit (provision) for income taxes	(189)		(116)		(461)		(246)

Effective tax rate	19.4	%	19.3	%	19.3	%	20.0	%

Q2 2026 compared to Q2 2025

The effective tax rate of 19.4% for the second quarter of 2026 was lower than the EAETR due to a recapture tax benefit effect as the initial EAETR was 19.9% as recorded in the first quarter of 2026.

YTD 2026 compared to YTD 2025

The effective tax rate for the first six months of 2026 was 19.3% compared to 20.0% for the same period in 2025, with discrete items in the respective periods impacting the rates accordingly. Excluding discrete items, the EAETR increased to 19.7% in 2026 from 18.8% in 2025, mainly as a result of a taxable capital gain and non-deductible goodwill associated with the divestiture of the MEMS Sensors business in the first quarter of 2026.

Results Relating to Equity-accounted Investees

Q2 2026 compared to Q2 2025

Results relating to equity-accounted investees amounted to a loss of $3 million for the three months ended June 28, 2026, whereas the three months ended June 29, 2025, results relating to equity-accounted investees amounted to a loss of $28 million (which includes an impairment charge of $27 million related to our investment in Sigma Sense).

YTD 2026 compared to YTD 2025

Results relating to equity-accounted investees amounted to a loss of $7 million for the six months ended June 28, 2026, whereas the six months ended June 29, 2025, results relating to equity-accounted investees amounted to a loss of $32 million (which includes an impairment charge of $27 million related to our investment in Sigma Sense).

Non-controlling Interests

Q2 2026 compared to Q2 2025

Non-controlling interests are related to the third-party share in the results of consolidated companies, predominantly SSMC. Their share of non-controlling interests amounted to a profit of $15 million for the three months ended June 28, 2026, compared to a profit of $12 million for the three months ended June 29, 2025.

YTD 2026 compared to YTD 2025

Non-controlling interests are related to the third-party share in the results of consolidated companies, predominantly SSMC. Their share of non-controlling interests amounted to a profit of $26 million for the six months ended June 28, 2026, compared to a profit of $19 million for the six months ended June 29, 2025.

Liquidity and Capital Resources

We derive our liquidity and capital resources primarily from our cash flows from operations. We continue to generate strong positive operating cash flows. At the end of the second quarter of 2026, our cash balance was $3,222 million, a decrease of $45 million compared to December 31, 2025. Taking into account the available amount of the unsecured revolving credit facility of $3,000 million ("RCF"), we had access to $6,222 million of liquidity as of June 28, 2026. We currently use cash to fund operations, meet working capital requirements, for capital expenditures and for potential common stock repurchases, dividends and strategic investments. Based on past performance and current expectations, we believe that our current available sources of funds (including cash and cash equivalents, RCF of $3,000 million, plus anticipated cash generated from operations) will be adequate to finance our operations, working capital requirements, capital expenditures and potential dividends for at least the next twelve months.


($ in millions, unless otherwise stated)	YTD 2026	YTD 2025
Cash from operations	1,653	1,344
Capital expenditures	148	222
Cash to shareholders	718	1,022

Cash

At June 28, 2026, our cash balance was $3,222 million of which $359 million was held by SSMC, our consolidated joint venture company with TSMC. Under the terms of our joint venture agreement with TSMC, a portion of this cash can be distributed by way of a dividend to us, but 38.8% of the dividend will be paid to our joint venture partner. During the first quarter of 2026, SSMC declared a dividend of $150 million, of which $75 million was paid in the first quarter, with 38.8% being paid to our joint venture partner.

Capital expenditures

Our cash outflows for capital expenditures were $148 million in the first six months of 2026, compared to $222 million in the first six months of 2025.

Capital return

In the first six months of 2026, we repurchased approximately $206 million of shares.

Under our Quarterly Dividend Program, interim dividends of $1.014 per ordinary share were paid on January 7, 2026 ($256 million) and dividends of $1.014 per ordinary share were paid on April 9, 2026 ($256 million) and dividends of $1.014 per ordinary share were paid on July 9, 2026 ($256 million).

Debt

Our total debt, inclusive of aggregate principal, unamortized discounts, premiums, debt issuance costs and fair value adjustments, amounted to $10,976 million as of June 28, 2026, a decrease of $1,246 million compared to December 31, 2025 ($12,222 million).

On April 20, 2026, we repaid the $750 million aggregate principal amount of outstanding 3.875% senior unsecured notes due June 18, 2026, at par using available cash.

As of June 28, 2026, we had outstanding fixed-rate notes with varying maturities for an aggregate principal amount of $9,999 million (collectively the “Notes”), of which $999 million is payable within 12 months. Future interest payments associated with the Notes total $2,655 million, with $381 million payable within 12 months.

As of June 28, 2026, the Company had outstanding loans with the European Investment Bank (EIB) with maturities in 2030 and 2031 for an aggregated principal amount of $1,040 million. Future interest payments associated with the EIB loans total $217 million, with $47 million payable within 12 months.

As of June 28, 2026, we had no commercial paper notes outstanding.

Our net debt position (see section Use of Certain Non-GAAP Financial Measures) at June 28, 2026, amounted to $7,754 million, compared to $8,955 million as of December 31, 2025.

Additional Capital Requirements

Expected working and other capital requirements are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. At June 28, 2026, other than for changes disclosed in the “Notes to Condensed Consolidated Financial Statements” and “Liquidity and Capital Resources” in this Quarterly Report, there have been no other material changes to our expected working and other capital requirements described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Cash flows

Our cash and cash equivalents during the first six months of 2026 decreased by $41 million (excluding the effect of changes in exchange rates on our cash position of $4 million) as follows:


($ in millions, unless otherwise stated)	YTD 2026	YTD 2025
Net cash provided by (used for) operating activities	1,653	1,344
Net cash provided by (used for) investing activities	271	(1,108)
Net cash provided by (used for) financing activities	(1,965)	(364)
Increase (decrease) in cash and cash equivalents	(41)	(128)

Cash Flow from Operating Activities

For the first six months of 2026, our operating activities provided $1,653 million in cash. This was primarily the result of net income of $1,915 million, adjustments to reconcile the net income of $(79) million and changes in operating assets and liabilities of $(183) million. Adjustments to net income (loss) include non-cash items, such as gain on sale of assets of $(627 million), depreciation and amortization of $363 million, share-based compensation of $214 million and changes in deferred taxes (benefit) of $(41 million).

Changes in operating assets and liabilities were primarily driven by:

- Increase in other non-current assets of $230 million due to payments to secure production supply (driven primarily by payments of $243 million to support the long-term capacity infrastructure of VSMC)

- Increase in receivables and other current assets of $101 million due to the related timing of cash collection

+ Increase in accounts payable and other liabilities of $95 million primarily due to a higher corporate tax accrual ($91 million) mainly driven by the capital gains tax on the divestiture of the MEMS Sensors business

+ Decrease in inventories of $53 million due to higher sales volumes

For the first six months of 2025 our operating activities provided $1,344 million in cash. This was primarily the result of net income of $954 million, adjustments to reconcile the net income of $647 million and changes in operating assets and liabilities of $(271) million. Adjustments to net income (loss) include non-cash items, such as depreciation and amortization of $416 million, share-based compensation of $244 million and changes in deferred taxes of $(24) million.

Changes in operating assets and liabilities were primarily driven by:

- Increase in receivables and other current assets of $135 million driven by the change in the insurance reimbursements relating to the Motorola Personal Injury Lawsuits

- Increase in inventories of $84 million in order to align inventory on hand with expected demand

- Decrease in accounts payable and other liabilities of $77 million as a result of lower purchase volumes and timing related to payments

Cash Flow from Investing Activities

Net cash proceeds from investing activities of $271 million for the first six months of 2026 was primarily driven by:

+ Proceeds of $878 million (net of adjustments) from the sale of our MEMS Sensors business

- Purchase of investments of $381 million (driven primarily by the capital contributions of $316 million into VSMC)

- Capital expenditures of $148 million

- Purchase of identified intangible assets of $79 million, including EDA (electronic design automation)

Net cash used for investing activities amounted to $1,108 million for the first six months of 2025 was primarily driven by:

- Purchase of interests in business (net of cash acquired) of $679 million (acquisition of TTTech Auto)

- Capital expenditures of $222 million

- Purchase of investments of $146 million for the (driven primarily by the capital contributions of $70 million into VSMC and approximately $32 million into ESMC)

- Purchase of identified intangible assets of $62 million, including EDA (electronic design automation)

Cash Flow from Financing Activities

Net cash used for financing activities of $1,965 million for the first six months of 2026 was primarily driven by:

- Repayment of long-term debt of $1,251 million

- Dividend payments to common stockholders of $512 million

- Purchase of treasury shares and restricted stock unit holdings of $206 million

Net cash used for financing activities of $364 million for the first six months of 2025 was primarily driven by:

- Repayment of commercial paper notes of $1,461 million

- Dividend payments to common stockholders of $515 million

- Purchase of treasury shares and restricted stock unit holdings of $507 million

- Repayment of long-term debt of $500 million, partially offset by

+ Proceeds from the issuance of commercial paper notes of $2,211 million

+ Proceeds from issuance of long-term debt of $370 million

+ Proceeds from the issuance of common stock through stock plans of $39 million

Information Regarding Guarantors of NXP (unaudited)

Summarized Combined Financial Information for Guarantee of Securities of Subsidiaries

All debt instruments are guaranteed, fully and unconditionally, jointly and severally, by NXP Semiconductors N.V. and issued or guaranteed by NXP USA, Inc., NXP B.V. and NXP LLC, (together, the “Subsidiary Obligors” and together with NXP Semiconductors N.V., the “Obligor Group”). Other than the Subsidiary Obligors, none of the Company’s subsidiaries (together the “Non-Guarantor Subsidiaries”) guarantee the Notes. The Company consolidates the Subsidiary Obligors in its Consolidated Financial Statements and each of the Subsidiary Obligors are wholly owned subsidiaries of the Company.

All of the existing guarantees by the Company rank equally in right of payment with all of the existing and future senior indebtedness of the Obligor Group. There are no significant restrictions on the ability of the Obligor Group to obtain funds from respective subsidiaries by dividend or loan.

The following tables present summarized financial information of the Obligor Group on a combined basis, with intercompany balances and transactions between entities of the Obligor Group eliminated and investments and equity in the earnings of the Non-Guarantor Subsidiaries excluded. The Obligor Group’s amounts due from, amounts due to, and intercompany transactions with Non-Guarantor Subsidiaries have been disclosed below the table, when material.

Summarized Statements of Income


			For the six months ended
($ in millions)			June 28, 2026

Revenue			3,724
Gross Profit			1,798
Operating income			1,129
Net income			530

Summarized Balance Sheets


	As of
($ in millions)	June 28, 2026	December 31, 2025

Current assets	3,011	3,182
Non-current assets	12,345	12,461
Total assets	15,356	15,643

Current liabilities	1,797	2,044
Non-current liabilities	10,351	11,348
Total liabilities	12,148	13,392

Obligor's Group equity	3,208	2,251
Total liabilities and Obligor's Group equity	15,356	15,643

NXP Semiconductors N.V. is the head of a fiscal unity for the corporate income tax and VAT that contains the most significant Dutch wholly owned group companies. The Company is therefore jointly and severally liable for the tax liabilities of the tax entity as a whole, and as such the income tax expense of the Dutch fiscal unity has been included in the net income of the Obligor Group.

The financial information of the Obligor Group includes sales executed through a Non-Guarantor Subsidiary single-billing entity as a sales agent on behalf of an entity in the Obligor Group. The Obligor Group has sales to non-guarantors (for the six months ended June 28, 2026: $347 million). The Obligor Group has amounts due from equity financing (June 28, 2026: $7,380 million; December 31, 2025: $5,520 million) and due to debt financing (June 28, 2026: $3,960 million; December 31, 2025: $2,695 million) with non-guarantor subsidiaries.

Use of Certain Non-GAAP Financial Measures

Non-GAAP Financial Measures

In addition to providing financial information on a basis consistent with U.S. generally accepted accounting principles (“US GAAP” or “GAAP”), NXP also provides selected financial measures on a non-GAAP basis which are adjusted for specified items. The adjustments made to achieve these non-GAAP financial measures or the non-GAAP financial measures as specified are described below, including the usefulness to management and investors.

In managing NXP’s business on a consolidated basis, management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures. When measuring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from cost‑reduction actions with the goal of increasing our gross margin and operating margin, as well as in assessing appropriate levels of research and development efforts. In addition, management relies upon these non-GAAP financial measures when making decisions about product spending, administrative budgets, and other operating expenses. We believe that these non-GAAP financial measures, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company’s results of operations and the factors and trends affecting NXP’s business. We believe that they enable investors to make additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to core operating performance, certain non-cash expenses and share-based compensation expense, which may obscure trends in NXP’s underlying performance. This information also enables investors to compare financial results between periods where certain items may vary independent of business performance and allow for greater transparency with respect to key metrics used by management.

The presentation of these and other similar items in NXP’s non-GAAP financial results should not be interpreted as implying that these items are non-recurring, infrequent, or unusual. These non-GAAP financial measures are provided in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.


Non-GAAP Adjustment or Measure	Definition	Usefulness to Management and Investors
Purchase price accounting effects	Purchase price accounting ("PPA") effects reflect the fair value adjustments impacting acquisition accounting and other acquisition adjustments charged to the Consolidated Statement of Operations. This typically relates to inventory, property, plant and equipment, as well as intangible assets, such as developed technology and marketing and customer relationships acquired. The PPA effects are recorded within both cost of revenue and operating expenses in our US GAAP financial statements. These charges are recorded over the estimated useful life of the related acquired asset and thus are generally recorded over multiple years.	We believe that excluding these charges related to fair value adjustments for purposes of calculating certain non-GAAP measures allows the users of our financial statements to better understand the historic and current cost of our products, our gross margin, our operating costs, our operating margin, and also facilitates comparisons to peer companies.
Restructuring	Restructuring charges are costs associated with a restructuring plan and are primarily related to employee severance and benefit arrangements. Charges related to restructuring are recorded within both cost of revenue and operating expenses in our US GAAP financial statements	We exclude restructuring charges, including any adjustments to charges recorded in prior periods, for purposes of calculating certain non-GAAP measures because these costs do not reflect our core operating performance. These adjustments facilitate a useful evaluation of our core operating performance and comparisons to past operating results and provide investors with additional means to evaluate expense trends.
Share-based compensation	Share-based compensation consists of incentive expense granted to eligible employees in the form of equity-based instruments. Charges related to share-based compensation are recorded within both cost of revenue and operating expenses in our US GAAP financial statements.	We exclude charges related to share-based compensation for purposes of calculating certain non-GAAP measures because we believe these charges, which are non-cash, are not representative of our core operating performance as they can fluctuate from period to period based on factors that are not within our control, such as our stock price on the dates share-based grants are issued. We believe these adjustments provide investors with a useful view, through the eyes of management, of our core business model, how management currently evaluates core operational performance, and additional means to evaluate expense trends.
Other incidentals	Other incidentals consist of certain items which may be non-recurring, unusual, infrequent or directly related to an event that is distinct and non-reflective of the Company’s core operating performance. These may include such items as process and product transfer costs, certain charges related to acquisitions and divestitures, litigation and legal settlements, costs associated with the exit of a product line, factory or facility, environmental or governmental settlements, and other items of similar nature.	We exclude these certain items which may be non-recurring, unusual, infrequent or directly related to an event that is distinct and non-reflective of the Company’s core operating performance for purposes of calculating certain non-GAAP measures. These adjustments facilitate a useful evaluation of our core operating performance and comparisons to past operating results and provide investors with additional means to evaluate expense trends.


Non-GAAP Adjustment or Measure	Definition	Usefulness to Management and Investors
Non-GAAP Provision for income taxes	Non-GAAP provision for income taxes is NXP's GAAP provision for income taxes adjusted for the income tax effects of the adjustments to our GAAP measure, including PPA effects, restructuring costs, share-based compensation, other incidental items and certain other adjustments to financial income (expense) items. Additionally, adjustments are made for the income tax effect of any discrete items that occur in the interim period. Discrete items primarily relate to unexpected tax events that may occur as these amounts cannot be forecasted (e.g., the impact of changes in tax law and/or rates, changes in estimates or resolved tax audits relating to prior year tax provisions, the excess or deficit tax effects on share-based compensation, etc.).	The non-GAAP provision for income taxes is used to ascertain and present on a comparable basis NXP's provision for income tax after adjustments, the usefulness of which is described within this table. Additionally, the income tax effects of the adjustments to achieve the noted non-GAAP measures are used to determine NXP's non-GAAP net income (loss) attributable to stockholders and accordingly, our diluted non-GAAP earnings per share attributable to stockholders.
Free Cash Flow	Free Cash Flow represents operating cash flow adjusted for net additions to property, plant and equipment.	We believe that free cash flow provides insight into our cash-generating capability and our financial performance and is an efficient means by which users of our financial statements can evaluate our cash flow after meeting our capital expenditure.
Net debt	Net debt represents total debt (short-term and long-term) after deduction of cash and cash equivalents and short-term deposits.	We believe this measure provides investors with useful supplemental information about the financial performance of our business, enables comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect of calculating our net leverage.

The following are reconciliations of our most comparable US GAAP measures to our non-GAAP measures presented:


($ in millions)	For the three months ended
	June 28, 2026			March 29, 2026			June 29, 2025
GAAP gross profit	$	2,002		$	1,788		$	1,562
PPA effects	(5)			(6)			(7)
Restructuring	—			1			(61)
Share-based compensation	(12)			(13)			(14)
Other incidentals	(9)			(9)			(8)
Non-GAAP gross profit	$	2,028		$	1,815		$	1,652
GAAP Gross Margin	57.3		%	56.2		%	53.4		%
Non-GAAP Gross Margin	58.0		%	57.1		%	56.5		%
GAAP research and development	$	(604)		$	(588)		$	(573)
Restructuring	4			(2)			(3)
Share-based compensation	(54)			(57)			(58)
Other incidentals	(4)			(11)			(7)
Non-GAAP research and development	$	(550)		$	(518)		$	(505)
GAAP selling, general and administrative	$	(291)		$	(284)		$	(278)

Restructuring	4			(1)			(3)
Share-based compensation	(39)			(39)			(45)
Other incidentals	(12)			(4)			(15)
Non-GAAP selling, general and administrative	$	(244)		$	(240)		$	(215)
GAAP operating income (loss)	$	1,071		$	1,505		$	687


($ in millions)	For the three months ended
	June 28, 2026			March 29, 2026			June 29, 2025
GAAP operating income (loss)	$	1,071		$	1,505		$	687
PPA effects	(36)			(38)			(32)
Restructuring	8			(2)			(67)
Share-based compensation	(105)			(109)			(117)
Other incidentals (i)	(24)			602			(32)
Non-GAAP operating income (loss)	$	1,228		$	1,052		$	935
GAAP Operating Margin	30.6		%	47.3		%	23.5		%
Non-GAAP Operating Margin	35.1		%	33.1		%	32.0		%
GAAP Income tax benefit (provision)	$	(189)		$	(272)		$	(116)
Income tax effect	16			(99)			32
Non-GAAP Income tax benefit (provision)	$	(205)		$	(173)		$	(148)

(i) For the three months ended March 29, 2026, Other Incidentals includes the gain on sale of the MEMS Sensors business


($ in millions)	For the three months ended
	June 28, 2026		March 29, 2026		June 29, 2025
Net cash provided by (used for) operating activities	$	860	$	793	$	779
Net capital expenditures on property, plant and equipment	(69)		(79)		(83)
Non-GAAP free cash flow	$	791	$	714	$	696


($ in millions)	For the three months ended
	June 28, 2026		March 29, 2026		June 29, 2025
Long-term debt	$	9,977	$	10,974	$	9,479
Short-term debt	999		750		1,999
Total debt	10,976		11,724		11,478
Less: cash and cash equivalents	(3,222)		(3,708)		(3,170)

Net debt	$	7,754	$	8,016	$	8,308

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the Company’s market risk during the first six months of 2026. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer (Certifying Officers), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) on June 28, 2026. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of June 28, 2026.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the three months ended June 28, 2026, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Our Board has approved the purchase of shares from participants in NXP's equity programs to satisfy participants' tax withholding obligations and this authorization will remain in effect until terminated by the Board. In August 2024, the Board approved the repurchase of shares up to a maximum of $2 billion (the "2024 Share Repurchase Program"). At June 28, 2026, there was approximately $1.4 billion remaining under the 2024 Share Repurchase Program.

The following share repurchase activity occurred under these programs during the three months ended June 28, 2026:


Period	Total Number of Shares Purchased	Average Price Paid per Share	Number of Shares Purchased as Part of Publicly Announced Buy Back Programs	Maximum Number of Shares That May Yet Be Purchased Under the Buy Back Program	Number of Shares Purchased as Trade for Tax (1)
March 30, 2026 – May 3, 2026	187,149	$217.39	180,804	4,896,361	6,345
May 4, 2026 – May 31, 2026	109,586	$302.88	107,163	4,397,465	2,423
June 1, 2026 – June 28, 2026	97,303	307.13	92,868	4,998,049	4,435
Total	394,038		380,835		13,203

(1) Reflects shares surrendered by participants to satisfy tax withholding obligations in connection with the Company's equity programs.

Item 5. Other Information

Rule 10b5-1 Trading Plans

None.

Item 6. Exhibits


Exhibit Number						Exhibit Description
3.1						Articles of Association of NXP Semiconductors N.V. dated June 9, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V., filed on July 28, 2020)
10.1*+						Form of Performance Restricted Stock Unit Award Agreement
31.1*						Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
31.2*						Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
32.1*						Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101						The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three months ended June 28, 2026 and June 29, 2025; (ii) Condensed Consolidated Statements of Comprehensive Income for the three months ended June 28, 2026 and June 29, 2025; (iii) Condensed Consolidated Balance Sheets as of June 28, 2026 and December 31, 2025; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended June 28, 2026 and June 29, 2025; (v) Condensed Consolidated Statements of Changes in Equity for the three months ended June 28, 2026 and June 29, 2025; and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


*			Filed or furnished herewith.
+			Indicates management contract or compensatory plan or arrangement.

SIGNATURE

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.

Date: July 28, 2026


NXP Semiconductors N.V.

			/s/ William J. Betz
Name: William J. Betz, CFO

Exhibit 31.1

CERTIFICATION

I, Rafael Sotomayor, certify that:

1.I have reviewed this quarterly report on Form 10-Q of NXP Semiconductors N.V.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: July 28, 2026


By:						/s/ Rafael Sotomayor
						Rafael Sotomayor
						President & Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, William J. Betz, certify that:

1.I have reviewed this quarterly report on Form 10-Q of NXP Semiconductors N.V.;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: July 28, 2026


By:						/s/ William J. Betz
						William J. Betz
						Chief Financial Officer

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Rafael Sotomayor, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of NXP Semiconductors N.V. on Form 10-Q for the period ended June 28, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of NXP Semiconductors N.V. at the dates and for the periods indicated.

Date: July 28, 2026


By:						/s/ Rafael Sotomayor
						Rafael Sotomayor
						President & Chief Executive Officer

I, William J. Betz, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of NXP Semiconductors N.V. on Form 10-Q for the period ended June 28, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of NXP Semiconductors N.V. at the dates and for the periods indicated.

Date: July 28, 2026


By:						/s/ William J. Betz
						William J. Betz
						Chief Financial Officer