AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
Due to the high degree of regulatory scrutiny and safety requirements, the automotive semiconductor market is characterized by stringent qualification processes, zero defect quality processes, functionally safe design architecture, high reliability, extensive design-in timeframes and long product life cycles, which results in significant barriers to entry.
Business / Automotive qualification requirements and barriers to entry · Filed 19/02/2026
We generate demand for our products by delivering product solutions to our customers, and supporting their system design-in activities by providing application architecture expertise and local field application engineering support.
Sales, Marketing and Customers / Design-in engineering support · Filed 19/02/2026
Revenue in the Automotive end market was $7,484 million, an increase of $605 million or 8.8% versus the year ago period.
MD&A / 2023 automotive revenue · Filed 22/02/2024
Such customers have in the past, and may in the future, vary order levels significantly from period to period, request postponements to scheduled delivery dates, modify their orders or reduce lead times.
Risk factors / Historical customer order changes · Filed 19/02/2026
If customers do not purchase products made specifically for them, we may not be able to resell such products to other customers or may not be able to require the customers who have ordered these products to pay a cancellation fee.
Risk factors / Customized products and cancellation fees · Filed 19/02/2026
The semiconductor industry is historically characterized by continued price erosion, especially after a product has been on the market.
Risk factors / Historical semiconductor price erosion · Filed 19/02/2026
For example, as part of the industry-wide shortage of semiconductors during 2022 we could not obtain sufficient silicon wafers from our foundry partners to meet the demand for our products, causing us not to fully supply the demand for our products, and negatively affecting our results of operations.
Risk factors / Realized 2022 foundry supply shortfall · Filed 19/02/2026
The higher average selling prices at 8.1% of revenues or the year-ended December 31, 2023, were a result of increased inflationary input costs from NXP suppliers which were passed along to end customers.
MD&A / Realized 2023 selling-price contribution and input-cost pass-through · Filed 22/02/2024
Our gross profit percentage for 2023 and 2022 remained flat at 56.9%, as both revenue and cost of revenue were impacted by inflationary effect of increased input costs which were passed along to end customers.
MD&A / 2022–2023 gross margin and inflation pass-through · Filed 22/02/2024
53 The following are reconciliations of our most comparable US GAAP measures to our non-GAAP measures presented: ($ in millions) Three months ended Full-year December 31, 2025 September 28, 2025 December 31, 2024 2025 2024 GAAP gross profit $ 1,807 $ 1,787 $ 1,678 $ 6,716 $ 7,119 PPA effects (7) (6) (11) (28) (47) Restructuring (14) — (21) (79) (28) Share-based compensation (14) (15) (15) (59) (59) Other incidentals (71) (2) (64) (84) (79) Non-GAAP gross profit $ 1,913 $ 1,810 $ 1,789 $ 6,966 $ 7,332 GAAP Gross Margin 54.2 % 56.3 % 53.9 % 54.7 % 56.4 % Non-GAAP Gross Margin 57.4 % 57.0 % 57.5 % 56.8 % 58.1 % GAAP research and development $ (665) $ (575) $ (612) $ (2,360) $ (2,347) Restructuring (89) (1) (50) (100) (57) Share-based compensation (58) (57) (60) (237) (234) Other incidentals (4) (2) (5) (14) (6) Non-GAAP research and development $ (514) $ (515) $ (497) $ (2,009) $ (2,050) GAAP selling, general and administrative $ (359) $ (286) $ (323) $ (1,204) $ (1,164) PPA effects — (1) — (1) (2) Restructuring (74) (2) (41) (82) (40) Share-based compensation (28) (46) (42) (166) (168) Other incidentals (15) (14) (12) (64) (45) Non-GAAP selling, general and administrative $ (242) $ (223) $ (228) $ (891) $ (909) GAAP operating income (loss) $ 744 $ 893 $ 675 $ 3,047 $ 3,417 PPA effects (41) (38) (39) (151) (185) Restructuring (177) (3) (112) (261) (125) Share-based compensation (100) (118) (117) (462) (461) Other incidentals (92) (19) (122) (143) (181) Non-GAAP operating income (loss) $ 1,154 $ 1,071 $ 1,065 $ 4,064 $ 4,369 GAAP Operating Margin 22.3 % 28.1 % 21.7 % 24.8 % 27.1 % Non-GAAP Operating Margin 34.6 % 33.8 % 34.2 % 33.1 % 34.6 % GAAP Income tax benefit (provision) $ (131) $ (148) $ (77) $ (525) $ (545) Income tax effect 59 25 87 129 141 Non-GAAP Income tax benefit (provision) $ (190) $ (173) $ (164) $ (654) $ (686) ($ in millions) Three months ended Full-year December 31, 2025 September 28, 2025 December 31, 2024 2025 2024 Net cash provided by (used for) operating activities $ 891 $ 585 $ 391 $ 2,820 $ 2,782 Net capital expenditures on property, plant and equipment (98) (76) (99) (395) (693) Non-GAAP free cash flow $ 793 $ 509 $ 292 $ 2,425 $ 2,089 54 ($ in millions) Three months ended Full-year December 31, 2025 September 28, 2025 December 31, 2024 2025 2024 Long-term debt $ 10,972 $ 10,971 $ 10,354 $ 10,972 $ 10,354 Short-term debt 1,250 1,264 500 1,250 500 Total debt 12,222 12,235 10,854 12,222 10,854 Less: cash and cash equivalents (3,267) (3,454) (3,292) (3,267) (3,292) Less: short-term deposits — (500) — — — Net debt $ 8,955 $ 8,281 $ 7,562 $ 8,955 $ 7,562 55 Item 7A.
MD&A / 2024–2025 GAAP and non-GAAP results, cash flow and debt · Filed 19/02/2026
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.
MD&A / Q2 2026 gross-margin improvement attributed to volume and mix · Filed 28/07/2026
22 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 23 Revenue Q2 2026 Overview 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.
MD&A / Q2 and first-half 2026 operating results · Filed 28/07/2026
Variable consideration is estimated and includes the impact of discounts, price protection, product returns and distributor incentive programs.
Revenue recognition / Discounts, price protection, returns and distributor incentives · Filed 19/02/2026
•During 2025, NXP returned capital to shareholders with the payment of $1,025 million in cash dividends and the repurchase of $899 million of its common shares, for a total capital return of $1,924 million.
Year in Focus / Actual 2025 dividends and repurchases · Filed 19/02/2026
In addition, NXP has an agreed purchase commitment with VSMC that over the lifetime of the factory the minimal loading will be between 80% - 90%, resulting in a total purchase commitment of approximately $14,096 million that is expected to be purchased over 37 years once wafer production starts.
Commitments / VSMC minimum loading and lifetime purchase obligation · Filed 19/02/2026
Since 2016, the Company has returned $22.7 billion to shareholders through previously announced share repurchases and dividend payments, reducing our diluted share count by approximately 27 percent, or 93.3 million shares
Share repurchases / Historical capital returns and diluted share-count reduction · Filed 27/04/2026
The following are reconciliations of our most comparable US GAAP measures to our non-GAAP measures presented: ($ 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 34 ($ 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 35 Item 3.
MD&A / Q2 2026 reconciliations, operating cash flow and debt · Filed 28/07/2026
Performance-based contingent on NXP’s relative total shareholder return performance against the Peer Group with a vesting range of 0 – 200% (capped)
RSUs
30%
1/3rd per year on each anniversary of the grant date
Time-based
PSUs: For all grants made under our 2025 LTI program, the number of shares earned will be contingent upon NXP’s relative total shareholder return ("RTSR") performance versus the Peer Group from October 28, 2025, through October 27, 2028.
Executive compensation / Granted 2025 relative-TSR performance awards and time-based RSUs · Filed 27/04/2026
Clawback Policy
In 2023, NXP adopted a Dodd-Frank compliant Clawback Policy.
Executive compensation / Adopted 2023 clawback policy · Filed 27/04/2026
Under this policy the Company is entitled to recover, in full or in part, any incentive-based compensation erroneously awarded to any person who served as an executive officer after an accounting restatement.
Executive compensation / Recovery of erroneously awarded incentive compensation · Filed 27/04/2026
All members of the Audit, Human Resources and Compensation, and Nominating, Governance and Sustainability Committees are independent directors, as defined in the applicable Nasdaq listing standards, applicable SEC rules and the Rules of Procedure, which includes the requirements of the DCGC.
Board governance / Actual committee independence · Filed 27/04/2026
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Related Party Transactions There were no transactions or series of similar transactions, since January 1, 2025, to which we were a party or will be a party other than compensation arrangements which are described under “Executive Compensation,” in which: •the amount involved exceeded or will exceed $120,000; and •a director or director nominee, executive officer, holder of more than 5% of our ordinary shares or any immediate family member of a director, director nominee or executive officer had or will have a direct or indirect material interest.
Related Party Transactions / Disclosed absence of qualifying transactions · Filed 27/04/2026
Pay-for-Performance Alignment
While the Company made important progress against several strategic priorities during the year, overall financial performance declined on a year‑over‑year basis and did not meet our expectations.
Executive compensation / 2025 financial performance below expectations · Filed 27/04/2026
During the first six months ended June 28, 2026, the restructuring provision decreased by $94 million, primarily reflecting the execution of previously announced involuntary restructuring programs of $85 million and a release for earlier programs of $9 million.
Restructuring / Execution of previously announced programs in first-half 2026 · Filed 28/07/2026
On February 2, 2026, we completed the sale of our MEMS Sensors business, resulting in cash proceeds of $878 million at closing and a gain on sale of $627 million recorded in Other income (expense).
Quarterly highlights / Completed MEMS Sensors divestiture and gain · Filed 28/04/2026
We may have difficulty obtaining patents and other intellectual property rights to protect our proprietary products, technology and intellectual property, and the patents and other intellectual property rights we receive may be insufficient to provide us with meaningful protection or commercial advantage.
Risk factors / Uncertain commercial protection from intellectual property · Filed 19/02/2026
