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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 March 30, 2025
or
☐ 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 April 25, 2025, there were 252,628,698 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 March 30, 2025
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 | 16
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 29
Item 4. | Controls and Procedures | 29
Part II
Item 1. | Legal Proceedings | 30
Item 1A. | Risk Factors | 30
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 30
Item 5. | Other Information | 30
Item 6. | Exhibits | 31

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 in our Annual Report on Form 10-K for the year ended December 31, 2024 under Part I, Item 1A. Risk Factors 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;
•global trade disputes, 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, 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 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 distribute this document, whether to reflect any future events or circumstances or otherwise.
1

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-U.S. 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.
2

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
($ in millions, unless otherwise stated)

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Revenue |  |  |  |  | 2,835 |  |  | 3,126 |
Cost of revenue |  |  |  |  | (1,275) |  |  | (1,343) |
Gross profit |  |  |  |  | 1,560 |  |  | 1,783 |
Research and development |  |  |  |  | (547) |  |  | (564) |
Selling, general and administrative |  |  |  |  | (281) |  |  | (306) |
Amortization of acquisition-related intangible assets |  |  |  |  | (27) |  |  | (51) |
Total operating expenses |  |  |  |  | (855) |  |  | (921) |
Other income (expense) |  |  |  |  | 18 |  |  | (6) |
Operating income (loss) |  |  |  |  | 723 |  |  | 856 |
Financial income (expense): |  |  |  |  |  |  |
Other financial income (expense) |  |  |  |  | (92) |  |  | (70) |
Income (loss) before income taxes |  |  |  |  | 631 |  |  | 786 |
Benefit (provision) for income taxes |  |  |  |  | (130) |  |  | (141) |
Results relating to equity-accounted investees |  |  |  |  | (4) |  |  | (1) |
Net income (loss) |  |  |  |  | 497 |  |  | 644 |
Less: Net income (loss) attributable to non-controlling interests |  |  |  |  | 7 |  |  | 5 |
Net income (loss) attributable to stockholders |  |  |  |  | 490 |  |  | 639 |
Earnings per share data: |  |  |  |  |  |  |
Net income (loss) per common share attributable to stockholders in $ |  |  |  |  |  |  |
Basic |  |  |  |  | 1.93 |  |  | 2.49 |
Diluted |  |  |  |  | 1.92 |  |  | 2.47 |
Weighted average number of shares of common stock outstanding during the period (in thousands): |  |  |  |  |  |  |
Basic |  |  |  |  | 253,709 |  |  | 256,567 |
Diluted |  |  |  |  | 255,018 |  |  | 258,954 |

See accompanying notes to the Condensed Consolidated Financial Statements
3

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
($ in millions, unless otherwise stated)

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Net income (loss) |  |  |  |  | 497 |  |  | 644 |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |
Change in fair value cash flow hedges |  |  |  |  | 3 |  |  | (8) |
Change in foreign currency translation adjustment |  |  |  |  | 43 |  |  | (38) |
Total other comprehensive income (loss) |  |  |  |  | 46 |  |  | (46) |
Total comprehensive income (loss) |  |  |  |  | 543 |  |  | 598 |
Less: Comprehensive income (loss) attributable to non-controlling interests |  |  |  |  | 7 |  |  | 5 |
Total comprehensive income (loss) attributable to stockholders |  |  |  |  | 536 |  |  | 593 |

See accompanying notes to the Condensed Consolidated Financial Statements
4

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
($ in millions, unless otherwise stated)

|  | March 30, 2025 |  | December 31, 2024
ASSETS |  |  |
Current assets: |  |  |
| Cash and cash equivalents | 3,988 |  |  | 3,292 |
| Accounts receivable, net | 1,060 |  |  | 1,032 |
| Inventories, net | 2,350 |  |  | 2,356 |
| Other current assets | 627 |  |  | 625 |
Total current assets | 8,025 |  |  | 7,305 |
Non-current assets: |  |  |
| Deferred tax assets | 1,284 |  |  | 1,251 |
| Other non-current assets | 1,942 |  |  | 1,796 |
| Property, plant and equipment, net of accumulated depreciation of $6,269 and $6,145 | 3,210 |  |  | 3,267 |
| Identified intangible assets, net of accumulated amortization of $952 and $1,037 | 777 |  |  | 836 |
| Goodwill | 9,942 |  |  | 9,930 |
| Total non-current assets | 17,155 |  |  | 17,080 |
Total assets | 25,180 |  |  | 24,385 |
LIABILITIES AND EQUITY |  |  |
Current liabilities: |  |  |
| Accounts payable | 863 |  |  | 1,017 |
| Restructuring liabilities-current | 75 |  |  | 147 |
| Other current liabilities | 1,412 |  |  | 1,434 |
| Short-term debt | 1,499 |  |  | 500 |
Total current liabilities | 3,849 |  |  | 3,098 |
Non-current liabilities: |  |  |
| Long-term debt | 10,226 |  |  | 10,354 |
| Restructuring liabilities | 4 |  |  | 10 |
| Other non-current liabilities | 1,424 |  |  | 1,392 |
Total non-current liabilities | 11,654 |  |  | 11,756 |
Total liabilities | 15,503 |  |  | 14,854 |
Equity: |  |  |
| Non-controlling interests | 355 |  |  | 348 |
| Stockholders’ equity: |  |  |
| Common stock, par value €0.20 per share: | 56 |  |  | 56 |
| Capital in excess of par value | 15,093 |  |  | 14,962 |
| Treasury shares, at cost: |  |  |
| 21,370,235 shares (2024: 20,195,011 shares) | (4,253) |  |  | (4,004) |
| Accumulated other comprehensive income (loss) | 29 |  |  | (17) |
| Accumulated deficit | (1,603) |  |  | (1,814) |
| Total stockholders’ equity | 9,322 |  |  | 9,183 |
Total equity | 9,677 |  |  | 9,531 |
Total liabilities and equity | 25,180 |  |  | 24,385 |

See accompanying notes to the Condensed Consolidated Financial Statements
5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
($ in millions, unless otherwise stated)

| For the three months ended
| March 30, 2025 |  | March 31, 2024
Cash flows from operating activities: |  |  |
Net income (loss) | 497 |  |  | 644 |
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: |  |  |
Depreciation and amortization | 209 |  |  | 235 |
Share-based compensation | 127 |  |  | 115 |
Amortization of discount (premium) on debt, net | 1 |  |  | 1 |
Amortization of debt issuance costs | 1 |  |  | 2 |
Net (gain) loss on sale of assets | (22) |  |  | (2) |
(Gain) loss on equity security, net | 6 |  |  | 2 |
Results relating to equity-accounted investees | 4 |  |  | 1 |
Deferred tax expense (benefit) | (27) |  |  | (64) |
Changes in operating assets and liabilities: |  |  |
(Increase) decrease in receivables and other current assets | (29) |  |  | (25) |
(Increase) decrease in inventories | 6 |  |  | 32 |
Increase (decrease) in accounts payable and other liabilities | (110) |  |  | (102) |
Decrease (increase) in other non-current assets | (106) |  |  | 6 |
Exchange differences | 4 |  |  | 3 |
Other items | 4 |  |  | 3 |
Net cash provided by (used for) operating activities | 565 |  |  | 851 |
Cash flows from investing activities: |  |  |
Purchase of identified intangible assets | (25) |  |  | (32) |
Capital expenditures on property, plant and equipment | (139) |  |  | (226) |
Insurance recoveries received for equipment damage | — |  |  | 2 |
Proceeds from disposals of property, plant and equipment | 1 |  |  | 2 |
Proceeds of short-term deposits | — |  |  | 9 |
Purchase of investments | (53) |  |  | (34) |
Proceeds from sale of investments | — |  |  | 5 |
Net cash provided by (used for) investing activities | (216) |  |  | (274) |
Cash flows from financing activities: |  |  |
Repurchase of long-term debt | — |  |  | (1,000) |
Proceeds from the issuance of long-term debt | 370 |  |  | — |
Proceeds from issuance of commercial paper notes | 646 |  |  | — |
Repayment of commercial paper notes | (146) |  |  | — |
Dividends paid to common stockholders | (258) |  |  | (261) |
Proceeds from issuance of common stock through stock plans | 37 |  |  | 37 |
Purchase of treasury shares and restricted stock unit withholdings | (303) |  |  | (303) |
Other, net | (1) |  |  | (1) |
Net cash provided by (used for) financing activities | 345 |  |  | (1,528) |
Effect of changes in exchange rates on cash positions | 2 |  |  | (3) |
Increase (decrease) in cash and cash equivalents | 696 |  |  | (954) |
Cash and cash equivalents at beginning of period | 3,292 |  |  | 3,862 |
Cash and cash equivalents at end of period | 3,988 |  |  | 2,908 |

Supplemental disclosures to the Condensed Consolidated Cash flows
Net cash paid during the period for: |  |  |
Interest | 41 |  |  | 38 |
Income taxes, net of refunds | 96 |  |  | 198 |
Net gain (loss) on sale of assets: |  |  |
Cash proceeds from the sale of assets | 31 |  |  | 2 |
Book value of these assets | (9) |  |  | — |
Non-cash investing activities: |  |  |
Non-cash capital expenditures | 108 |  |  | 223 |

See accompanying notes to the Condensed Consolidated Financial Statements
6

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)
($ in millions, unless otherwise stated)

|  | Outstanding number of shares (in thousands) |  | Common stock |  | Capital in excess of par value |  | Treasury shares at cost |  | Accumu- lated other compre- hensive income (loss) |  | Accumu- lated deficit |  | Total stock- holders’ equity |  | Non- con- trolling interests |  | Total equity
Balance as of December 31, 2024 |  | 254,324 |  |  | 56 |  |  | 14,962 |  |  | (4,004) |  |  | (17) |  |  | (1,814) |  |  | 9,183 |  |  | 348 |  |  | 9,531 |
Net income (loss) |  |  |  |  |  |  |  |  |  |  |  | 490 |  |  | 490 |  |  | 7 |  |  | 497 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  | 46 |  |  |  |  | 46 |  |  |  |  | 46 |
Share-based compensation plans |  |  |  |  |  | 131 |  |  |  |  |  |  |  |  | 131 |  |  |  |  | 131 |
Shares issued pursuant to stock awards |  | 238 |  |  |  |  |  |  | 54 |  |  |  |  | (22) |  |  | 32 |  |  |  |  | 32 |
Treasury shares repurchased and retired |  | (1,413) |  |  |  |  |  |  | (303) |  |  |  |  |  |  | (303) |  |  |  |  | (303) |
Dividends common stock ($1.014 per share) |  |  |  |  |  |  |  |  |  |  |  | (257) |  |  | (257) |  |  |  |  | (257) |
Balance as of March 30, 2025 |  | 253,149 |  |  | 56 |  |  | 15,093 |  |  | (4,253) |  |  | 29 |  |  | (1,603) |  |  | 9,322 |  |  | 355 |  |  | 9,677 |

|  | Outstanding number of shares (in thousands) |  | Common stock |  | Capital in excess of par value |  | Treasury shares at cost |  | Accumu- lated other compre- hensive income (loss) |  | Accumu- lated deficit |  | Total stock- holders’ equity |  | Non- con- trolling interests |  | Total equity
Balance as of December 31, 2023 |  | 257,190 |  |  | 56 |  |  | 14,501 |  |  | (3,210) |  |  | 90 |  |  | (2,793) |  |  | 8,644 |  |  | 316 |  |  | 8,960 |
Net income (loss) |  |  |  |  |  |  |  |  |  |  |  | 639 |  |  | 639 |  |  | 5 |  |  | 644 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  | (46) |  |  |  |  | (46) |  |  |  |  | (46) |
Share-based compensation plans |  |  |  |  |  | 118 |  |  |  |  |  |  |  |  | 118 |  |  |  |  | 118 |
Shares issued pursuant to stock awards |  | 228 |  |  |  |  |  |  | 44 |  |  |  |  | (7) |  |  | 37 |  |  |  |  | 37 |
Treasury shares repurchased and retired |  | (1,323) |  |  |  |  |  |  | (303) |  |  |  |  |  |  | (303) |  |  |  |  | (303) |
Dividends common stock ($1.014 per share) |  |  |  |  |  |  |  |  |  |  |  | (260) |  |  | (260) |  |  |  |  | (260) |
Balance as of March 31, 2024 |  | 256,095 |  |  | 56 |  |  | 14,619 |  |  | (3,469) |  |  | 44 |  |  | (2,421) |  |  | 8,829 |  |  | 321 |  |  | 9,150 |

See accompanying notes to the Condensed Consolidated Financial Statements
7

NXP SEMICONDUCTORS N.V.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
All amounts in millions of $ unless otherwise stated
1 Basis of Presentation and Overview
We prepared our interim Condensed Consolidated Financial Statements that accompany these notes in conformity with U.S. generally accepted accounting principles, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2024.
Segment reporting
NXP has one reportable segment representing the entity as a whole, aligning with our organizational structure and with the way our chief operating decision maker ("CODM"), Kurt Sievers, who is our Chief Executive Officer, makes operating decisions, allocates resources, and manages the growth and profitability of the Company.
Our CODM regularly reviews income and expense items at the consolidated company (reporting segment) level and uses net income to evaluate income generated from total assets to evaluate whether and how to reinvest profits into the entity’s operations, shareholder return, acquisitions or otherwise. Net income is also used to monitor budget versus actual results, forecasted information and in competitive analysis. These interim income and expense items are as included on the Consolidated Statements of Operations and in our notes to the Consolidated Financial Statements.
Use of estimates
We have made estimates and judgments affecting the amounts reported in our Condensed Consolidated Financial Statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.
2 Significant Accounting Policies and Recent Accounting Pronouncements
Significant Accounting Policies
For a discussion of our significant accounting policies, see Part II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended December 31, 2024.
Recent accounting standards
Accounting Standards Adopted in 2025
In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 require greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid. In addition, the amendments require disclosure of income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign; and, disclosure of income tax expense (or benefit) from continuing operations disaggregated. We have adopted ASU 2023-09 and will implement the applicable disclosure for our fiscal year ending December 31, 2025.
Accounting standards not yet adopted
In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses. The standard requires disaggregated disclosure of income statement expenses. It requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the effect of this new guidance on our Consolidated Financial Statements.
No other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact on our Consolidated Financial Statements.
3 Acquisitions and Divestments
On December 17, 2024, NXP entered into a definitive agreement to acquire Aviva Links for $242.5 million in cash. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.
8

On January 7, 2025, NXP entered into a definitive agreement to acquire TTTech Auto for $625 million in cash. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2025 with a possibility for an accelerated closing timeline.
On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.
2025
There were no material acquisitions or divestments during the first three months of 2025.
2024
There were no material acquisitions or divestments during the first three months of 2024.
4 Supplemental Financial Information
Statement of Operations Information:
Disaggregation of revenue
The following table presents revenue disaggregated by sales channel:

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Distributors |  |  |  |  | 1,524 |  |  | 1,739 |
Original Equipment Manufacturers and Electronic Manufacturing Services |  |  |  |  | 1,284 |  |  | 1,355 |
Other |  |  |  |  | 27 |  |  | 32 |
Total Revenue |  |  |  |  | 2,835 |  |  | 3,126 |

Depreciation, amortization and impairment

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Depreciation of property, plant and equipment |  |  |  |  | 143 |  |  | 145 |
Amortization of internal use software |  |  |  |  | 8 |  |  | 7 |
Amortization of other identified intangible assets |  |  |  |  | 58 |  |  | 83 |
Total - Depreciation, amortization and impairment |  |  |  |  | 209 |  |  | 235 |

Financial income and expense

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Interest income |  |  |  |  | 35 |  |  | 50 |
Interest expense |  |  |  |  | (106) |  |  | (105) |
Total other financial income/ (expense) |  |  |  |  | (21) |  |  | (15) |
Total |  |  |  |  | (92) |  |  | (70) |

9

Earnings per share
The computation of earnings per share (EPS) is presented in the following table:

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Net income (loss) |  |  |  |  | 497 |  |  | 644 |
Less: net income (loss) attributable to non-controlling interests |  |  |  |  | 7 |  |  | 5 |
Net income (loss) attributable to stockholders |  |  |  |  | 490 |  |  | 639 |
Weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands) |  |  |  |  | 253,709 |  |  | 256,567 |
Plus incremental shares from assumed conversion of: |  |  |  |  |  |  |
Options 1) |  |  |  |  | 94 |  |  | 172 |
Restricted Share Units, Performance Share Units and Equity Rights 2) |  |  |  |  | 1,215 |  |  | 2,215 |
Dilutive potential common shares |  |  |  |  | 1,309 |  |  | 2,387 |
Adjusted weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands) |  |  |  |  | 255,018 |  |  | 258,954 |
EPS attributable to stockholders in $: |  |  |  |  |  |  |
Basic net income (loss) |  |  |  |  | 1.93 |  |  | 2.49
Diluted net income (loss) |  |  |  |  | 1.92 |  |  | 2.47

1) There were no stock options to purchase shares of NXP’s common stock that were outstanding in Q1 2025 (Q1 2024: no shares) that were anti-dilutive and were not included in the computation of diluted EPS because the exercise price was greater than the average fair market value of the common stock or the number of shares assumed to be repurchased using the proceeds of unrecognized compensation expense and exercise prices were greater than the weighted average number of shares underlying outstanding stock options.
2) There were no unvested RSUs, PSUs and equity rights that were outstanding in Q1 2025 (Q1 2024: no shares) that were anti-dilutive and were not included in the computation of diluted EPS because the number of shares assumed to be repurchased using the proceeds of unrecognized compensation expense were greater than the weighted average number of outstanding unvested RSUs, PSUs and equity rights or the performance goal has not been met yet.
Balance Sheet Information
Cash and cash equivalents
At March 30, 2025 and December 31, 2024, our cash balance was $3,988 million and $3,292 million, respectively, of which $275 million and $261 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 both first three months of 2025 and 2024, no dividends were declared by SSMC.
Inventories
Inventories are summarized as follows:

| March 30, 2025 |  | December 31, 2024
Raw materials | 102 |  |  | 109 |
Work in process | 1,638 |  |  | 1,576 |
Finished goods | 610 |  |  | 671 |
| 2,350 |  |  | 2,356 |

The amounts recorded above are net of allowance for obsolescence of $131 million as of March 30, 2025 (December 31, 2024: $150 million).
10

Equity Investments
At March 30, 2025 and December 31, 2024, the total carrying value of investments in equity securities is summarized as follows:

| March 30, 2025 |  | December 31, 2024
Marketable equity securities | — |  |  | 1 |
Non-marketable equity securities | 76 |  |  | 71 |
Equity-accounted investments | 336 |  |  | 300 |
| 412 |  |  | 372 |

The total carrying value of investments in equity-accounted investees is summarized as follows:

| March 30, 2025 |  | December 31, 2024 |
| Shareholding % |  | Amount |  | Shareholding % |  | Amount |
VisionPower Semiconductor Manufacturing Company Pte. Ltd. (VSMC) | 40.00 | % |  | 154 |  |  | 40.00 | % |  | 134 |  |
European Semiconductor Manufacturing Company (ESMC) GmbH 1) | 10.00 | % |  | 95 |  |  | 10.00 | % |  | 77 |  |
SMART Growth Fund, L.P. | 8.41 | % |  | 37 |  |  | 8.41 | % |  | 39 |  |
SigmaSense, LLC | 9.40 | % |  | 27 |  |  | 10.64 | % |  | 28 |  |
Others | — |  |  | 23 |  |  | — |  |  | 22 |  |
|  |  | 336 |  |  |  |  | 300 |  |
1) NXP accounts for its investment in ESMC under the equity method due to our ability to exercise significant influence over ESMC’s operations, primarily through representation on ESMC’s board of directors and other operational arrangements. |

Results related to equity-accounted investees at the end of each period were as follows:

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Company's share in income (loss) |  |  |  |  | (4) |  |  | (2) |
Other results |  |  |  |  | — |  |  | 1 |
|  |  |  |  | (4) |  |  | (1) |

Other current liabilities
Other current liabilities at March 30, 2025 and December 31, 2024 consisted of the following:

| March 30, 2025 |  | December 31, 2024
Accrued compensation and benefits | 354 |  |  | 371 |
Customer programs | 139 |  |  | 131 |
Income taxes payable | 157 |  |  | 114 |
Dividend payable | 257 |  |  | 258 |
Other | 505 |  |  | 560 |
| 1,412 |  |  | 1,434 |

11

Accumulated other comprehensive income (loss)
Total comprehensive income (loss) represents net income (loss) plus the results of certain equity changes not reflected in the Condensed Consolidated Statements of Operations. The after-tax components of accumulated other comprehensive income (loss) and their corresponding changes are shown below:

| Currency translation differences |  | Change in fair value cash flow hedges |  | Net actuarial gain/(losses) |  | Accumulated Other Comprehensive Income (loss)
As of December 31, 2024 | 66 |  |  | (5) |  |  | (78) |  |  | (17) |
Other comprehensive income (loss) before reclassifications | 43 |  |  | 3 |  |  | — |  |  | 46 |
Amounts reclassified out of accumulated other comprehensive income (loss) | — |  |  | 1 |  |  | — |  |  | 1 |
Tax effects | — |  |  | (1) |  |  | — |  |  | (1) |
Other comprehensive income (loss) | 43 |  |  | 3 |  |  | — |  |  | 46 |
As of March 30, 2025 | 109 |  |  | (2) |  |  | (78) |  |  | 29 |

Cash dividends
The following dividends were declared during the first three months of 2025 and 2024 under NXP’s quarterly dividend program:

| Fiscal Year 2025 |  | Fiscal Year 2024
| Dividend per share |  | Amount |  | Dividend per share |  | Amount
First quarter | 1.014 |  |  | 257 |  |  | 1.014 |  |  | 260 |

The dividend declared in the first quarter (not yet paid) is classified in the Condensed Consolidated Balance Sheet in other current liabilities as of March 30, 2025 and was subsequently paid on April 9, 2025.
5 Restructuring
At each reporting date, we evaluate our restructuring liabilities, which consist primarily of termination benefits, to ensure that our accruals are still appropriate.
The following table presents the changes in restructuring liabilities in 2025:

| As of January 1, 2025 |  | Additions |  | Utilized |  | Released |  | Other changes |  | As of March 30, 2025
Restructuring liabilities | 157 |  |  | 14 |  |  | (93) |  |  | — |  |  | 1 |  |  | 79 |

The total restructuring liability as of March 30, 2025 of $79 million is classified in the Consolidated Balance Sheet under current liabilities ($75 million) and non-current liabilities ($4 million).
The restructuring charges for the three-month period ending March 30, 2025 primarily consist of $14 million for personnel related costs for specific targeted actions. The restructuring charges for the three-month period ending March 31, 2024 consist of $7 million for personnel related costs for specific targeted actions.
These restructuring charges recorded in operating income, for the periods indicated, are included in the following line items in the statement of operations:

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Cost of revenue |  |  |  |  | 4 |  |  | 3 |
Research and development |  |  |  |  | 7 |  |  | 3 |
Selling, general and administrative |  |  |  |  | 3 |  |  | 1 |
Net restructuring charges |  |  |  |  | 14 |  |  | 7 |

12

6 Income Tax
Each year NXP makes an estimate of its annual effective tax rate. This estimated annual effective tax rate ("EAETR") is then applied to the year-to-date Income (loss) before income taxes excluding discrete items, to determine the year-to-date benefit (provision) for income taxes. The income tax effects of any discrete items are recognized in the interim period in which they occur. As the year progresses, the Company continually refines the EAETR based upon actual events and the apportionment of our earnings (loss). This continual estimation process periodically may result in a change to our EAETR for the year. When this occurs, we adjust on an accumulated basis the benefit (provision) for income taxes during the quarter in which the change occurs.
Our provision for income taxes for 2025 is based on our EAETR of 18.8%, which is lower than the Netherlands statutory tax rate of 25.8%, primarily due to tax benefits from the Netherlands and foreign tax incentives.

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Tax benefit (provision) calculated at EAETR |  |  |  |  | (119) |  |  | (139) |
Discrete tax benefit (provision) items |  |  |  |  | (11) |  |  | (2) |
Benefit (provision) for income taxes |  |  |  |  | (130) |  |  | (141) |
Effective tax rate |  |  |  |  | 20.6 | % |  | 17.9 | %

The effective tax rate of 20.6% for the first quarter of 2025 was higher than the EAETR due to the income tax expense for discrete items of $11 million. The discrete items are primarily related to the impact of foreign currency on income tax related items, and changes in estimates for previous years.
The effective tax rate of 20.6% for the first three months of 2025 was higher compared to the rate for the first three months ended 2024 of 17.9% due to a different mix of the benefit (provision) for income taxes in our operating locations, lower foreign tax incentives in the current period as a result of a decrease in qualifying income, and also due to the impact of the discrete items in the respective periods.
7 Identified Intangible Assets
Identified intangible assets as of March 30, 2025 and December 31, 2024, respectively, were composed of the following:

| March 30, 2025 |  | December 31, 2024
| Gross carrying amount |  | Accumulated amortization |  | Gross carrying amount |  | Accumulated amortization
In-process R&D (IPR&D) 1) | 24 |  |  | — |  |  | 24 |  |  | — |
Customer-related | 790 |  |  | (411) |  |  | 790 |  |  | (400) |
Technology-based | 915 |  |  | (541) |  |  | 1,059 |  |  | (637) |
Identified intangible assets | 1,729 |  |  | (952) |  |  | 1,873 |  |  | (1,037) |
1) IPR&D is not subject to amortization until completion or abandonment of the associated research and development effort.

The estimated amortization expense for these identified intangible assets for each of the five succeeding years is:

2025 (remaining) | 166 |
2026 | 157 |
2027 | 133 |
2028 | 66 |
2029 | 56 |
Thereafter | 199 |

All intangible assets, excluding IPR&D and goodwill, are subject to amortization and have no assumed residual value.
The expected weighted average remaining life of identified intangibles is 5 years as of March 30, 2025 (December 31, 2024: 5 years).
13

8 Debt
Commercial Paper
We have a $2 billion Commercial Paper Program to support general corporate purposes. As of March 30, 2025, we had $500 million commercial paper notes outstanding with a duration of up to 96 days. The weighted-average interest rate of the Company's outstanding commercial paper notes is 4.65%.
Long-term debt
The following table summarizes the outstanding debt as of March 30, 2025 and December 31, 2024:

|  |  | March 30, 2025 |  | December 31, 2024
| Maturities |  | Amount |  | Interest rate |  | Amount |  | Interest rate
Fixed-rate 2.7% senior unsecured notes | May, 2025 |  | 500 |  |  | 2.700 |  |  | 500 |  |  | 2.700 |
Fixed-rate 5.35% senior unsecured notes | Mar, 2026 |  | 500 |  |  | 5.350 |  |  | 500 |  |  | 5.350 |
Fixed-rate 3.875% senior unsecured notes | Jun, 2026 |  | 750 |  |  | 3.875 |  |  | 750 |  |  | 3.875 |
Fixed-rate 3.15% senior unsecured notes | May, 2027 |  | 500 |  |  | 3.150 |  |  | 500 |  |  | 3.150 |
Fixed-rate 4.40% senior unsecured notes | Jun, 2027 |  | 500 |  |  | 4.400 |  |  | 500 |  |  | 4.400 |
Fixed-rate 5.55% senior unsecured notes | Dec, 2028 |  | 500 |  |  | 5.550 |  |  | 500 |  |  | 5.550 |
Fixed-rate 4.3% senior unsecured notes | Jun, 2029 |  | 1,000 |  |  | 4.300 |  |  | 1,000 |  |  | 4.300 |
Fixed-rate 3.4% senior unsecured notes | May, 2030 |  | 1,000 |  |  | 3.400 |  |  | 1,000 |  |  | 3.400 |
Fixed-rate 2.5% senior unsecured notes | May, 2031 |  | 1,000 |  |  | 2.500 |  |  | 1,000 |  |  | 2.500 |
Fixed-rate 2.65% senior unsecured notes | Feb, 2032 |  | 1,000 |  |  | 2.650 |  |  | 1,000 |  |  | 2.650 |
Fixed-rate 5.0% senior unsecured notes | Jan, 2033 |  | 1,000 |  |  | 5.000 |  |  | 1,000 |  |  | 5.000 |
Fixed-rate 3.25% senior unsecured notes | May, 2041 |  | 1,000 |  |  | 3.250 |  |  | 1,000 |  |  | 3.250 |
Fixed-rate 3.125% senior unsecured notes | Feb, 2042 |  | 500 |  |  | 3.125 |  |  | 500 |  |  | 3.125 |
Fixed-rate 3.25% senior unsecured notes | Nov, 2051 |  | 500 |  |  | 3.250 |  |  | 500 |  |  | 3.250 |
Floating-rate revolving credit facility (RCF) | Aug, 2027 |  | — |  |  | — |  |  | — |  |  | — |
Fixed-rate 4.45% EIB Facility Loan | Dec, 2030 |  | 670 |  |  | 4.450 |  |  | 670 |  |  | 4.450 |
Fixed-rate 4.709% EIB Facility Loan | Feb, 2031 |  | 370 |  |  | 4.709 |  |  | — |  |  | — |
Total principal |  |  | 11,290 |  |  |  |  | 10,920 |  |  |
Unamortized discounts, premiums and debt issuance costs |  |  | (65) |  |  |  |  | (66) |  |  |
Total debt, including unamortized discounts, premiums, debt issuance costs and fair value adjustments |  |  | 11,225 |  |  |  |  | 10,854 |  |  |
Current portion of long-term debt |  |  | (999) |  |  |  |  | (500) |  |  |
Long-term debt |  |  | 10,226 |  |  |  |  | 10,354 |  |  |

9 Related-Party Transactions
The Company's related parties are the members of the board of directors of NXP Semiconductors N.V., the executive officers of NXP Semiconductors N.V. and equity-accounted investees.
The following table presents the amounts related to revenue and other income and purchase of goods and services incurred in transactions with these related parties:

|  |  | For the three months ended
|  |  |  |  | March 30, 2025 |  | March 31, 2024
Revenue and other income |  |  |  |  | 1 |  |  | 1 |
Purchase of goods and services |  |  |  |  | 1 |  |  | 1 |

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The following table presents the amounts related to receivable and payable balances with these related parties:

| March 30, 2025 |  | December 31, 2024
Receivables | — |  |  | 1 |
Payables | 2 |  |  | 3 |

Driven by our investment in VSMC, NXP has committed to contribute $1,200 million to support the long-term capacity infrastructure, and in exchange NXP secures a capacity commitment over the lifetime of the factory. NXP has contributed $125 million during the three months ended March 30, 2025 and $400 million to-date, which is recorded in other non-current assets.
Refer to Note 4 – Supplemental Financial Information for information on the total carrying value of investments in equity-accounted investees, and to Note 11 – Commitments and Contingencies for NXP’s related party commitments.
10 Fair Value Measurements
The following table summarizes the estimated fair value of our financial instruments which are measured at fair value on a recurring basis:

|  |  | Estimated fair value
| Fair value hierarchy |  | March 30, 2025 |  | December 31, 2024
Assets: |  |  |  |  |
Money market funds | 1 |  | 3,396 |  |  | 2,398 |
Marketable equity securities | 1 |  | — |  |  | 2 |
Derivative instruments-assets | 2 |  | 3 |  |  | 2 |
Liabilities: |  |  |  |  |
Derivative instruments-liabilities | 2 |  | (9) |  |  | (10) |

The following methods and assumptions were used to estimate the fair value of financial instruments:
Assets and liabilities measured at fair value on a recurring basis
Money market funds (as part of our cash and cash equivalents) and marketable equity securities (as part of other non-current assets) have fair value measurements which are all based on quoted prices in active markets for identical assets or liabilities. For derivatives (as part of other current assets or accrued liabilities) the fair value is based upon significant other observable inputs depending on the nature of the derivative.
Assets and liabilities recorded at fair value on a non-recurring basis
We measure and record our non-marketable equity securities, equity method investments and non-financial assets, such as intangible assets and property, plant and equipment, at fair value when an impairment charge is required.
Assets and liabilities not recorded at fair value on a recurring basis
Financial instruments not recorded at fair value on a recurring basis include non-marketable equity securities and equity method investments that have not been remeasured or impaired in the current period and debt.
As of March 30, 2025, the estimated fair value of current and non-current debt was $10.3 billion ($9.8 billion as of December 31, 2024). The fair value is estimated on the basis of broker-dealer quotes and other observable inputs, which are Level 2 inputs. Accrued interest is included under accrued liabilities and not within the carrying amount or estimated fair value of debt. Given the short tenure of the Company’s commercial paper notes, the carrying value of the outstanding commercial paper notes approximates the fair values, and therefore are excluded from the values above ($0.5 billion as of March 30, 2025 and no outstanding commercial paper notes as of December 31, 2024).
11 Commitments and Contingencies
Purchase Commitments
The Company maintains purchase commitments with certain suppliers, primarily for raw materials, semi-finished goods and manufacturing services and for some non-production items. Purchase commitments for inventory materials are generally restricted to a forecasted time-horizon as mutually agreed upon between the parties. This forecasted time-horizon can vary for
15

different suppliers. As of March 30, 2025, other than foundry joint venture commitments, the Company had purchase commitments of $3,239 million, which are due through 2044.
Foundry Joint Venture Commitments
Driven by our investment in VSMC, NXP has committed to invest an additional $1,440 million in equity through 2026. NXP has committed to contribute an additional $800 million to support the long-term capacity infrastructure that is expected to be paid through 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 $14,242 million that is expected to be purchased over 37 years once wafer production starts.
Related to our investment in ESMC, NXP has committed to invest an additional $442 million in equity through 2028.
Legal Proceedings
We are regularly involved as plaintiffs or defendants in claims and litigation relating to a variety of matters such as contractual disputes, personal injury claims, employee grievances and intellectual property litigation. In addition, our acquisitions, divestments and financial transactions sometimes result in, or are followed by, claims or litigation. Some of these claims may possibly be recovered from insurance reimbursements. Although the ultimate disposition of asserted claims cannot be predicted with certainty, it is our belief that the outcome of any such claims, either individually or on a combined basis, will not have a material adverse effect on our Consolidated Financial Position. However, such outcomes may be material to our Condensed Consolidated Statement of Operations for a particular period. The Company records an accrual for any claim that arises whenever it considers that it is probable that it is exposed to a loss contingency and the amount of the loss contingency can be reasonably estimated. The Company does not record a gain contingency until the period in which all contingencies are resolved and the gain is realized or realizable. Legal fees are expensed when incurred.
Motorola Personal Injury Lawsuits
The Company is currently assisting Motorola in the defense of personal injury lawsuits due to indemnity obligations included in the agreement that separated Freescale from Motorola in 2004. The multi-plaintiff Motorola lawsuits are pending in the Circuit Court of Cook County, Illinois. These claims allege a link between working in semiconductor manufacturing clean room facilities and birth defects in 21 individuals. The Motorola suits allege exposures between 1980 and 2005. Each claim seeks an unspecified amount of damages for the alleged injuries; however, legal counsel representing the plaintiffs has indicated they will seek substantial compensatory and punitive damages from Motorola for the entire inventory of claims which, if proven and recovered, the Company considers to be material. A portion of any indemnity due to Motorola will be reimbursed to NXP if Motorola receives an indemnification payment from its insurance coverage. Motorola has potential insurance coverage for many of the years indicated above, but with differing types and levels of coverage, self-insurance retention amounts and deductibles. We are in discussions with Motorola and their insurers regarding the availability of applicable insurance coverage for each of the individual cases. Motorola and NXP have denied liability for these alleged injuries based on numerous defenses.
Legal Proceedings Related Accruals and Insurance Coverage
The Company reevaluates at least on a quarterly basis the claims that have arisen to determine whether any new accruals need to be made or whether any accruals made need to be adjusted based on the most current information available to it and based on its best estimate. Based on the procedures described above, the Company has an aggregate amount of $306 million accrued for potential and current legal proceedings pending as of March 30, 2025, compared to $281 million accrued at December 31, 2024 (without reduction for any related insurance reimbursements). The accruals are included in “Other current liabilities” and in “Other non-current liabilities”. As of March 30, 2025, the Company’s related balance of insurance reimbursements was $272 million (December 31, 2024: $259 million) and is included in “Other non-current assets”.
The Company also estimates the aggregate range of reasonably possible losses in excess of the amount accrued based on currently available information for those cases for which such estimate can be made. The estimated aggregate range requires significant judgment, given the varying stages of the proceedings, the existence of multiple defendants (including the Company) in such claims whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the claims, and the attendant uncertainty of the various potential outcomes of such claims. Accordingly, the Company’s estimate will change from time to time, and actual losses may be more than the current estimate. As at March 30, 2025, the Company believes that for all litigation pending its potential aggregate exposure to loss in excess of the amount accrued (without reduction for any amounts that may possibly be recovered under insurance programs) could range between $0 and $304 million. Based upon our past experience with these matters, the Company would expect to receive additional insurance reimbursement of up to $274 million on certain of these claims that would partially offset the potential aggregate exposure to loss in excess of the amount accrued.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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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, 2024, and the Financial Statements and the related Notes that appear elsewhere in this document.
Overview
Quarter in Focus
•Revenue was $2.8 billion, down 9.3% year-on-year;
•GAAP gross margin was 55.0%, and GAAP operating margin was 25.5%;
•Non-GAAP gross margin was 56.1%, and non-GAAP operating margin was 31.9%;
•Cash flow from operations was $565 million, with net capital expenditures on property, plant and equipment of $138 million, resulting in non-GAAP free cash flow of $427 million;
•During the first quarter of 2025, NXP returned capital to shareholders with the payment of $258 million in cash dividends and the repurchase of $303 million of its common shares, for a total capital return of $561 million.
On January 7, 2025, NXP entered into a definitive agreement to acquire TTTech Auto for $625 million in cash. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2025 with a possibility for an accelerated closing timeline.
On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash. Subject to customary closing conditions, including regulatory approvals, the transaction is expected to close in the first half of 2025.
Sequential Results
Q1 2025 compared to Q4 2024
Revenue for the three months ended March 30, 2025 was $2,835 million compared to $3,111 million for the three months ended December 31, 2024, a decrease of $276 million or 8.9% quarter-on-quarter, in line with management's expectations. Within our end markets, the Automotive end market decreased $116 million or 6.5%, the Communication Infrastructure & Other end market decreased $94 million or 23.0%, the Mobile end market decreased $58 million or 14.6%, and the Industrial & IoT end market decreased $8 million or 1.6%.
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When aggregating all end markets together and reviewing sales channel performance, revenues through NXP's third party distribution partners was $1,524 million, a decrease of $239 million or 13.6% compared to the previous period. Revenues through NXP's third party direct OEM and EMS customers was $1,284 million, a decrease of $37 million or 2.8% versus the previous period.
From a geographic perspective, revenue increased quarter-on-quarter in the EMEA region by 10.7% and in the Americas region by 2.2%, while revenue decreased in the China region by 16.7% and in the Asia Pacific region by 15.8%.
Our gross profit percentage for the three months ended March 30, 2025 of 55.0% increased compared with 53.9% for the three months ended December 31, 2024.
Operating income for the three months ended March 30, 2025 was $723 million compared to $675 million for the three months ended December 31, 2024, an increase of $48 million or 7.1%. Lower restructuring cost was the main driver for the sequential increase.
Results of operations
The following table presents operating results for each of the three-month periods ended March 30, 2025 and March 31, 2024, respectively:

($ in millions, unless otherwise stated) | Q1 2025 |  | % of Revenue |  | Q1 2024 |  | % of Revenue |  |  |  |  |  |  |  |
Revenue | 2,835 |  |  |  |  | 3,126 |  |  |  |  |  |  |  |  |  |  |
% nominal growth | (9.3) |  |  |  |  | 0.2 |  |  |  |  |  |  |  |  |  |  |
Gross profit | 1,560 |  |  |  |  | 1,783 |  |  |  |  |  |  |  |  |  |  |
Gross margin | 55.0 | % |  |  |  | 57.0 | % |  |  |  |  |  |  |  |  |  |
Research and development | (547) |  |  | 19.3 | % |  | (564) |  |  | 18.0 | % |  |  |  |  |  |  |  |
Selling, general and administrative | (281) |  |  | 9.9 | % |  | (306) |  |  | 9.8 | % |  |  |  |  |  |  |  |
Amortization of acquisition-related intangible assets | (27) |  |  | 1.0 | % |  | (51) |  |  | 1.6 | % |  |  |  |  |  |  |  |
Other income (expense) | 18 |  |  | 0.6 | % |  | (6) |  |  | 0.2 | % |  |  |  |  |  |  |  |
Operating income (loss) | 723 |  |  | 25.5 | % |  | 856 |  |  | 27.4 | % |  |  |  |  |  |  |  |
Financial income (expense) | (92) |  |  | 3.2 | % |  | (70) |  |  | 2.2 | % |  |  |  |  |  |  |  |
Benefit (provision) for income taxes | (130) |  |  | 4.6 | % |  | (141) |  |  | 4.5 | % |  |  |  |  |  |  |  |
Results relating to equity-accounted investees | (4) |  |  | 0.1 | % |  | (1) |  |  | — | % |  |  |  |  |  |  |  |
Net income (loss) | 497 |  |  | 17.5 | % |  | 644 |  |  | 20.6 | % |  |  |  |  |  |  |  |
Less: Net income (loss) attributable to non-controlling interests | 7 |  |  | 0.2 | % |  | 5 |  |  | 0.2 | % |  |  |  |  |  |  |  |
Net income (loss) attributable to stockholders | 490 |  |  | 17.3 | % |  | 639 |  |  | 20.4 | % |  |  |  |  |  |  |  |
Diluted earnings per share | 1.92 |  |  |  |  | 2.47 |  |  |  |  |  |  |  |  |  |  |

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Revenue
Q1 2025 Overview
Q1 2025 compared to Q1 2024
Revenue for the three months ended March 30, 2025 was $2,835 million compared to $3,126 million for the three months ended March 31, 2024, a decrease of $291 million or 9.3%, in line with management’s expectations.
Revenue by end market was as follows:

($ in millions, unless otherwise stated) | Q1 2025 |  | Q1 2024 |  | % change |  |  |  |  |  |
Automotive | 1,674 |  |  | 1,804 |  |  | (7.2) | % |  |  |  |  |  |
Industrial & IoT | 508 |  |  | 574 |  |  | (11.5) | % |  |  |  |  |  |
Mobile | 338 |  |  | 349 |  |  | (3.2) | % |  |  |  |  |  |
Communication Infrastructure & Other | 315 |  |  | 399 |  |  | (21.1) | % |  |  |  |  |  |
Total Revenue | 2,835 |  |  | 3,126 |  |  | (9.3) | % |  |  |  |  |  |

Revenue by sales channel was as follows:

($ in millions, unless otherwise stated) | Q1 2025 |  | Q1 2024 |  | % change |  |  |  |  |  |
Distributors | 1,524 |  |  | 1,739 |  |  | (12.4) | % |  |  |  |  |  |
OEM/EMS | 1,284 |  |  | 1,355 |  |  | (5.2) | % |  |  |  |  |  |
Other | 27 |  |  | 32 |  |  | (15.6) | % |  |  |  |  |  |
Total Revenue | 2,835 |  |  | 3,126 |  |  | (9.3) | % |  |  |  |  |  |

Revenue by geographic region, which is based on the customer’s shipped-to location was as follows:

($ in millions, unless otherwise stated) | Q1 2025 |  | Q1 2024 |  | % change |  |  |  |  |  |
China 1) | 1,034 |  |  | 1,014 |  |  | 2.0 | % |  |  |  |  |  |
APAC, excluding China | 748 |  |  | 910 |  |  | (17.8) | % |  |  |  |  |  |
EMEA (Europe, the Middle East and Africa) | 643 |  |  | 743 |  |  | (13.5) | % |  |  |  |  |  |
Americas | 410 |  |  | 459 |  |  | (10.7) | % |  |  |  |  |  |
Total Revenue | 2,835 |  |  | 3,126 |  |  | (9.3) | % |  |  |  |  |  |
1) China includes Mainland China and Hong Kong |  |  |  |

Q1 2025 compared to Q1 2024
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From an end market perspective, NXP experienced declines across all end markets versus the year ago period.
Revenue in the Automotive end market was $1,674 million, a decrease of $130 million or 7.2% versus the year ago period. The decrease in the Automotive end market revenue was attributable to declines in our automotive processors and advanced analog portfolio, which were offset by growth in our ADAS – Safety products.
Revenue in the Industrial & IoT end market was $508 million, a decrease of $66 million or 11.5% versus the year-ago period. The decrease in the Industrial & IoT end market revenue was attributable to declines in our processors and connectivity products.
Revenue in the Mobile end market was $338 million, a decrease of $11 million or 3.2% versus the year ago period. The decrease in the Mobile end market revenue was attributable to declines in our advanced analog products, which were offset by growth in our mobile wallet processors.
Revenue in the Communication Infrastructure & Other end market was $315 million, a decrease of $84 million or 21.1% versus the year ago period. The decrease in the Communication Infrastructure & Other end market revenue was attributable to declines in our processors and secure cards, which were offset by growth in our RF power products.
When aggregating all end markets together and reviewing sales channel performance, revenues through NXP’s third party distribution partners was $1,524 million, a decrease of 12.4% versus the year-ago period. Revenues through direct OEM and EMS customers was $1,284 million, a decrease of 5.2% versus the year ago period.
From a geographic perspective, revenue increased year-on-year in the China region by 2.0%, while revenue decreased in the Asia Pacific region by 17.8%, in the EMEA region by 13.5%, and in the Americas region by 10.7%.
Gross profit
Q1 2025 compared to Q1 2024
Gross profit for the three months ended March 30, 2025 was $1,560 million, or 55.0% of revenue, compared to $1,783 million, or 57.0% of revenue for the t hree months ended March 31, 2024, related to lower sales with an unfavorable product mix.
Operating expenses
Q1 2025 compared to Q1 2024
Operating expenses for the three months ended March 30, 2025 totaled $855 million, or 30.2% of revenue, compared to $921 million, or 29.5% of revenue for the three months ended March 31, 2024.
•Research and development

($ in millions, unless otherwise stated) | Q1 2025 |  | Q1 2024 |  | % change |  |  |  |  |  |
Research and development | 547 |  |  | 564 |  |  | (3.0) | % |  |  |  |  |  |
As a percentage of revenue | 19.3 | % |  | 18.0 | % |  | 1.3 | ppt |  |  |  |  |  |

Q1 2025 compared to Q1 2024
R&D costs for the three months ended March 30, 2025 decreased by $17 million, or 3.0%, when compared to the three months ended March 31, 2024, driven by lower personnel related costs.
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•Selling, general and administrative

($ in millions, unless otherwise stated) | Q1 2025 |  | Q1 2024 |  | % change |  |  |  |  |  |
Selling, general and administrative | 281 |  |  | 306 |  |  | (8.2) | % |  |  |  |  |  |
As a percentage of revenue | 9.9 | % |  | 9.8 | % |  | 0.1 | ppt |  |  |  |  |  |

Q1 2025 compared to Q1 2024
SG&A costs for the three months ended March 30, 2025 decreased by $25 million, or 8.2%, when compared to the three months ended March 31, 2024 due to lower legal expenses.
•Amortization of acquisition-related intangible assets

($ in millions, unless otherwise stated) | Q1 2025 |  | Q1 2024 |  | % change |  |  |  |  |  |
Amortization of acquisition-related intangible assets | 27 |  |  | 51 |  |  | (47.1) | % |  |  |  |  |  |
As a percentage of revenue | 1.0 | % |  | 1.6 | % |  | (0.6) | ppt |  |  |  |  |  |

Q1 2025 compared to Q1 2024
Amortization of acquisition-related intangible assets for the three months ended March 30, 2025 decreased by $24 million, or 47.1%, when compared to the three months ended March 31, 2024 primarily due to the effect of certain acquisition-related intangibles becoming fully amortized.
Financial income (expense)
The following table presents the details of financial income and expenses:

($ in millions, unless otherwise stated) | Q1 2025 |  | Q1 2024 |  |  |  |
Interest income | 35 |  |  | 50 |  |  |  |  |
Interest expense | (106) |  |  | (105) |  |  |  |  |
Total other financial income/ (expense) | (21) |  |  | (15) |  |  |  |  |
Total | (92) |  |  | (70) |  |  |  |  |

Q1 2025 compared to Q1 2024
Financial income (expense) was an expense of $92 million for the three months ended March 30, 2025, compared to an expense of $70 million for the three months ended March 31, 2024. Interest income decreased $15 million as a result of lower cash levels during the current quarter as well as lower interest rates, whereas interest expense remained flat. Within Other financial income/ (expense), fair value adjustments in equity securities resulted in a loss of $6 million for the three months ended March 30, 2025, versus a loss of $2 million for the three months ended March 31, 2024.
Benefit (provision) for income taxes
Our provision for income taxes for 2025 is based on our EAETR of (18.8)%, which is lower than the Netherlands statutory tax rate of 25.8%, primarily due to tax benefits from the Netherlands and foreign tax incentives.

| Q1 2025 |  | Q1 2024 |  |  |  |
Tax benefit (provision) calculated at EAETR | (119) |  |  | (139) |  |  |  |  |
Discrete tax benefit (provision) items | (11) |  |  | (2) |  |  |  |  |
Benefit (provision) for income taxes | (130) |  |  | (141) |  |  |  |  |
Effective tax rate | 20.6 | % |  | 17.9 | % |  |  |  |

Q1 2025 compared to Q1 2024
The effective tax rate of 20.6% for the first quarter of 2025 was higher than the EAETR due to the income tax expense for discrete items of $11 million. The discrete items are primarily related to the impact of foreign currency on income tax related items, and changes in estimates for previous years.
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Results Relating to Equity-accounted Investees
Q1 2025 compared to Q1 2024
Results relating to equity-accounted investees amounted to a loss of $4 million for the three months ended March 30, 2025, whereas the three months ended March 31, 2024 results relating to equity-accounted investees amounted to a loss of $1 million.
Non-controlling Interests
Q1 2025 compared to Q1 2024
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 $7 million for the three months ended March 30, 2025, compared to a profit of $5 million for the three months ended March 31, 2024.
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 first quarter of 2025, our cash balance was $3,988 million, an increase of $696 million compared to December 31, 2024. Taking into account the available amount of the Unsecured Revolving Credit Facility of $2,500 million, we had access to $6,488 million of liquidity as of March 30, 2025. 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 Agreement of $2.5 billion, 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 2025 |  | YTD 2024
Cash from operations | 565 |  |  | 851 |
Capital expenditures | 139 |  |  | 226 |
Cash to shareholders | 561 |  |  | 564 |

Cash
At March 30, 2025, our cash balance was $3,988 million of which $275 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.
Capital expenditures
Our cash outflows for capital expenditures were $139 million in the first three months of 2025, compared to $226 million in the first three months of 2024.
Capital return
Under our Quarterly Dividend Program, interim dividends of $1.014 per ordinary share were paid on January 8, 2025 ($258 million) and dividends of $1.014 per ordinary share were paid on April 9, 2025 ($257 million).
In the first three months of 2025 we repurchased approximately $303 million of shares.
Debt
Our total debt, inclusive of aggregate principal, unamortized discounts, premiums, debt issuance costs and fair value adjustments, amounted to $11,725 million as of March 30, 2025, an increase of $871 million compared to December 31, 2024 ($10,854 million).
As of March 30, 2025, we had outstanding fixed-rate notes with varying maturities for an aggregate principal amount of $10,250 million (collectively the “Notes”), of which $1 billion is payable within 12 months. Future interest payments associated with the Notes total $2,652 million, with $371 million payable within 12 months.
As of March 30, 2025, the Company had outstanding loans with the European Investment Bank (EIB) for an aggregated principal amount of $1,040 million. Future interest payments associated with the EIB loans total $276 million, with $47 million payable within 12 months.
As of March 30, 2025, we had $500 million commercial paper notes outstanding with a duration less than 12 months.
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Our net debt position (see section Use of Certain Non-GAAP Financial Measures) at March 30, 2025 amounted to $7,737 million, compared to $7,562 million as of December 31, 2024.
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, 2024 in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. At March 30, 2025, 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, 2024.
23

Cash flows
Our cash and cash equivalents during the first three months of 2025 decreased by $694 million (excluding the effect of changes in exchange rates on our cash position of two million) as follows:

($ in millions, unless otherwise stated) | YTD 2025 |  | YTD 2024
Net cash provided by (used for) operating activities | 565 |  |  | 851 |
Net cash (used for) provided by investing activities | (216) |  |  | (274) |
Net cash provided by (used for) financing activities | 345 |  |  | (1,528) |
Increase (decrease) in cash and cash equivalents | 694 |  |  | (951) |

Cash Flow from Operating Activities
For the first three months of 2025 our operating activities provided $565 million in cash. This was primarily the result of net income of $497 million, adjustments to reconcile the net income of $299 million and changes in operating assets and liabilities of $(239) million. Adjustments to net income (loss) include non-cash items, such as depreciation and amortization of $209 million, share-based compensation of $127 million and changes in deferred taxes of $(27) million. Changes in operating assets and liabilities were primarily driven by a $110 million decrease in accounts payable and other liabilities as a result of lower purchase volumes and timing related to payments, $29 million increase in receivables and other current assets due to customer mix, and the related timing of cash collection and $106 million increase in other non-current assets due to payments to secure production supply with multiple vendors (driven primarily by payments of $125 million to support the long-term capacity infrastructure of VSMC).
For the first three months of 2024 our operating activities provided $851 million in cash. This was primarily the result of net income of $644 million, adjustments to reconcile the net income of $290 million and changes in operating assets and liabilities of $(89) million. Adjustments to net income (loss) includes non-cash items, such as depreciation and amortization of $235 million, share-based compensation of $115 million and changes in deferred taxes of $(64) million. Changes in operating assets and liabilities were primarily driven by a $102 million decrease in accounts payable and other liabilities as a result of lower purchase volumes and timing related to payments, $25 million increase in receivables and other current assets from prepayments to secure production supply with multiple vendors; partially offset by a $32 million decrease in inventories as a result of inventory control efforts.
Cash Flow from Investing Activities
Net cash used for investing activities amounted to $216 million for the first three months of 2025 and principally consisted of the cash outflows for capital expenditures of $139 million, $53 million for the purchase of investments (driven primarily by the capital contributions of approximately $20 million into VSMC and approximately $16 million into ESMC) and $25 million for the purchase of identified intangible assets, including EDA (electronic design automation).
Net cash used for investing activities amounted to $274 million for the first three months of 2024 and principally consisted of the cash outflows for capital expenditures of $226 million, $34 million for the purchase of investments (driven primarily by the initial capital contribution of approximately $22 million into ESMC), and $32 million for the purchase of identified intangible assets, including EDA (electronic design automation).
Cash Flow from Financing Activities
Net cash proceeds from financing activities of $345 million for the first three months of 2025 was primarily driven by the proceeds from the issuance of commercial paper notes of $646 million, proceeds from issuance of long-term debt of $370 million, and the proceeds from the issuance of common stock through stock plans of $37 million, partially offset by the repayment of commercial paper notes of $146 million, dividend payments to common stockholders of $258 million and purchase of treasury shares and restricted stock unit holdings of $303 million.
Net cash used for financing activities of $1,528 million for the first three months of 2024 was primarily driven by the payment of $1 billion to retire at maturity our outstanding 4.875% senior unsecured notes due March 2024, dividend payment to common stockholders of $261 million, and purchase of treasury shares and restricted stock unit holdings of $303 million; partially offset by the proceeds from the issuance of common stock through stock plans of $37 million.
24

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 three months ended
($ in millions) | March 30, 2025
Revenue | 1,596 |
Gross Profit | 760 |
Operating income | 160 |
Net income | (30) |

Summarized Balance Sheets

| As of
($ in millions) | March 30, 2025 |  | December 31, 2024
Current assets | 3,989 |  |  | 3,273 |
Non-current assets | 12,182 |  |  | 12,191 |
Total assets | 16,171 |  |  | 15,464 |
Current liabilities | 2,218 |  |  | 1,244 |
Non-current liabilities | 10,869 |  |  | 10,967 |
Total liabilities | 13,087 |  |  | 12,211 |
Obligor's Group equity | 3,084 |  |  | 3,253 |
Total liabilities and Obligor's Group equity | 16,171 |  |  | 15,464 |

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 three months ended March 30, 2025: $167 million). The Obligor Group has amounts due from equity financing (March 30, 2025: $7,236 million; December 31, 2024: $5,749 million) and due to debt financing (March 30, 2025: $2,671 million; December 31, 2024: $2,283 million) with non-guarantor subsidiaries.
25

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. In measuring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing our gross margin and operating margin and when 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 perform 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.

26

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 the effects of purchase price accounting (“PPA”), 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
| March 30, 2025 |  | December 31, 2024 |  | March 31, 2024
GAAP gross profit | $ | 1,560 |  |  | $ | 1,678 |  |  | $ | 1,783 |
PPA effects | (8) |  |  | (11) |  |  | (12) |
Restructuring | (4) |  |  | (21) |  |  | (3) |
Share-based compensation | (16) |  |  | (15) |  |  | (15) |
Other incidentals | (3) |  |  | (64) |  |  | (5) |
Non-GAAP gross profit | $ | 1,591 |  |  | $ | 1,789 |  |  | $ | 1,818 |
GAAP Gross Margin | 55.0 | % |  | 53.9 | % |  | 57.0 | %
Non-GAAP Gross Margin | 56.1 | % |  | 57.5 | % |  | 58.2 | %
GAAP research and development | $ | (547) |  |  | $ | (612) |  |  | $ | (564) |
Restructuring | (7) |  |  | (50) |  |  | (3) |
Share-based compensation | (64) |  |  | (60) |  |  | (58) |
Other incidentals | (1) |  |  | (5) |  |  | (1) |
Non-GAAP research and development | $ | (475) |  |  | $ | (497) |  |  | $ | (502) |
GAAP selling, general and administrative | $ | (281) |  |  | $ | (323) |  |  | $ | (306) |
Restructuring | (3) |  |  | (41) |  |  | (1) |
Share-based compensation | (47) |  |  | (42) |  |  | (42) |
Other incidentals | (20) |  |  | (12) |  |  | (29) |
Non-GAAP selling, general and administrative | $ | (211) |  |  | $ | (228) |  |  | $ | (234) |
GAAP operating income (loss) | $ | 723 |  |  | $ | 675 |  |  | $ | 856 |

27

($ in millions) | For the three months ended
| March 30, 2025 |  | December 31, 2024 |  | March 31, 2024
GAAP operating income (loss) | $ | 723 |  |  | $ | 675 |  |  | $ | 856 |
PPA effects | (40) |  |  | (39) |  |  | (63) |
Restructuring | (14) |  |  | (112) |  |  | (7) |
Share-based compensation | (127) |  |  | (117) |  |  | (115) |
Other incidentals | — |  |  | (122) |  |  | (39) |
Non-GAAP operating income (loss) | $ | 904 |  |  | $ | 1,065 |  |  | $ | 1,080 |
GAAP Operating Margin | 25.5 | % |  | 21.7 | % |  | 27.4 | %
Non-GAAP Operating Margin | 31.9 | % |  | 34.2 | % |  | 34.5 | %
GAAP Income tax benefit (provision) | $ | (130) |  |  | $ | (77) |  |  | $ | (141) |
Income tax effect | 13 |  |  | 87 |  |  | 30 |
Non-GAAP Income tax benefit (provision) | $ | (143) |  |  | $ | (164) |  |  | $ | (171) |

($ in millions) | For the three months ended
| March 30, 2025 |  | December 31, 2024 |  | March 31, 2024
Net cash provided by (used for) operating activities | $ | 565 |  |  | $ | 391 |  |  | $ | 851 |
Net capital expenditures on property, plant and equipment | (138) |  |  | (99) |  |  | (224) |
Non-GAAP free cash flow | $ | 427 |  |  | $ | 292 |  |  | $ | 627 |

($ in millions) | For the three months ended
| March 30, 2025 |  | December 31, 2024 |  | March 31, 2024
Long-term debt | $ | 10,226 |  |  | $ | 10,354 |  |  | $ | 10,178 |
Short-term debt | 1,499 |  |  | 500 |  |  | — |
Total debt | 11,725 |  |  | 10,854 |  |  | 10,178 |
Less: cash and cash equivalents | (3,988) |  |  | (3,292) |  |  | (2,908) |
Less: short-term deposits | — |  |  | — |  |  | (400) |
Net debt | $ | 7,737 |  |  | $ | 7,562 |  |  | $ | 6,870 |

28

Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the Company’s market risk during the first three months of 2025. 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, 2024.
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 March 30, 2025. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of March 30, 2025.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the three-month period ended March 30, 2025, 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.
29

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, 2024.
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 January 2022, the Board approved the repurchase of shares up to a maximum of $2 billion (the "2022 Share Repurchase Program"). In August 2024, the Board approved the repurchase of shares up to a maximum of $2 billion (the "2024 Share Repurchase Program") in addition to the 2022 Share Repurchase Program. At March 30, 2025, there was approximately $36 million remaining under the 2022 Share Repurchase Program and another $2 billion under the 2024 Share Repurchase Program.
The following share repurchase activity occurred under these programs during the three months ended March 30, 2025:

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)
January 1, 2025 – February 2, 2025 | 484,186 |  | $212.26 |  | 477,700 |  | 10,716,860 |  | 6,486
February 3, 2025 – March 2, 2025 | 466,321 |  | $221.42 |  | 460,878 |  | 9,893,293 |  | 5,443
March 3, 2025 – March 30, 2025 | 462,866 |  | $208.83 |  | 462,171 |  | 10,718,353 |  | 695
Total | 1,413,373 |  |  |  | 1,400,749 |  |  |  | 12,624

(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
Not applicable.
30

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 |  | €360.0 million Facility B Agreement, dated as of January 13, 2025, between NXP B.V. and the European Investment Bank (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K of NXP Semiconductors N.V., filed on January 13, 2025) |  |
10.2 |  | Management Agreement dated April 28, 2025, between the Company and Rafael Sotomayor (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K of NXP Semiconductors N.V., filed on April 28. 2025) |  |
10.3 |  | Employment Agreement dated April 28, 2025 between NXP USA, Inc. and Rafael Sotomayor (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K of NXP Semiconductors N.V., filed on April 28. 2025) |  |
10.4 |  | Retirement Agreement dated April 28, 2025 between (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K of NXP Semiconductors N.V., filed on April 28. 2025) |  |
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 March 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three months ended March 30, 2025 and March 31, 2024; (ii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 30, 2025 and March 31, 2024; (iii) Condensed Consolidated Balance Sheets as of March 30, 2025 and December 31, 2024; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 30, 2025 and March 31, 2024; (v) Condensed Consolidated Statements of Changes in Equity for the three months ended March 30, 2025 and March 31, 2024; 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.

31

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: April 29, 2025

NXP Semiconductors N.V.
| /s/ William J. Betz
Name: William J. Betz, CFO

32

Exhibit 31.1
CERTIFICATION
I, Kurt Sievers, 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: April 29, 2025

By: |  | /s/ Kurt Sievers
|  | Kurt Sievers
|  | 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.;
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: April 29, 2025

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, Kurt Sievers, 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 March 30, 2025 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: April 29, 2025

By: |  | /s/ Kurt Sievers
|  | Kurt Sievers
|  | 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 March 30, 2025 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: April 29, 2025

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