nxpi-20260329

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 29, 2026

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

For the transition period from to .

Commission File Number: 001-34841

NXP Semiconductors N.V.

(Exact name of registrant as specified in its charter)


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

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


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

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


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

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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


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

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

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

Yes ☐ No ☒

As of April 24, 2026, there were 252,471,079 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 29, 2026

TABLE OF CONTENTS


		Page
Part I
	Introduction and Forward Looking Statements	1
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

Part II
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

Introduction and Forward Looking Statements

This Form 10-Q and certain information incorporated herein by reference contains forward-looking statements, which are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. When used in this Form 10-Q, the words “anticipate”, “believe”, “estimate”, “forecast”, “expect”, “intend”, “plan” and “project” and similar expressions, as they relate to us, our management or third parties, identify forward-looking statements. Forward-looking statements include statements regarding our business strategy, financial condition, results of operations, market data as well as any other statements that are not historical facts. These statements reflect beliefs of our management, as well as assumptions made by our management and information currently available to us. Although we believe that these beliefs and assumptions are reasonable, these statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our behalf and include, in addition to those listed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Form 10-Q, the following:

•market demand and semiconductor industry conditions;

•our ability to successfully introduce new technologies and products;

•the demand for the goods into which our products are incorporated;

•recent changes in global trade policy including tariffs and related trade actions announced by the U.S., China and other countries, potential increase of barriers to international trade, including the imposition of new or increased tariffs, and resulting disruptions to our established supply chains;

•the impact of government actions and regulations, including as a result of executive orders, including restrictions on the export of products and technology;

•increasing and evolving cybersecurity threats and privacy risks;

•our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers;

•our access to production from third-party outsourcing partners, and any events that might affect their business or our relationship with them;

•our ability to secure adequate and timely supply of equipment and materials from suppliers;

•our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly;

•our ability to form strategic partnerships and joint ventures and successfully cooperate with our strategic alliance partners;

•our ability to win competitive bid selection processes;

•our ability to develop products for use in our customers’ equipment and products;

•our ability to successfully hire and retain key management and senior product engineers;

•global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia, and the continued hostilities and armed conflict in the Middle East including the ongoing military conflict involving Iran and the resulting disruption to energy markets, industrial gas supplies and global logistical routes, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets

•our ability to maintain good relationships with our suppliers;

•our ability to integrate acquired businesses in an efficient and effective manner;

•our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before maturity to meet our debt service, research and development and capital investment requirements; and

•a change in tax laws could have an effect on our estimated effective tax rates.

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

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

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

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

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

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

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

($ in millions, unless otherwise stated)


	For the three months ended
	March 29, 2026	March 30, 2025
Revenue	3,181	2,835
Cost of revenue	(1,393)	(1,275)
Gross profit	1,788	1,560
Research and development	(588)	(547)
Selling, general and administrative	(284)	(281)
Amortization of acquisition-related intangible assets	(32)	(27)
Total operating expenses	(904)	(855)
Other income (expense)	621	18
Operating income (loss)	1,505	723
Financial income (expense):

Other financial income (expense)	(96)	(92)
Income (loss) before income taxes	1,409	631
Benefit (provision) for income taxes	(272)	(130)
Results relating to equity-accounted investees	(4)	(4)
Net income (loss)	1,133	497
Less: Net income (loss) attributable to non-controlling interests	11	7
Net income (loss) attributable to stockholders	1,122	490

Earnings per share data:
Net income (loss) per common share attributable to stockholders in $
Basic	4.44	1.93
Diluted	4.43	1.92

Weighted average number of shares of common stock outstanding during the period (in thousands):
Basic	252,715	253,709
Diluted	253,525	255,018

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

($ in millions, unless otherwise stated)


	For the three months ended
	March 29, 2026	March 30, 2025
Net income (loss)	1,133	497
Other comprehensive income (loss), net of tax:
Change in fair value cash flow hedges	(4)	3
Change in foreign currency translation adjustment	(37)	43
Change in net actuarial gain (loss)	(1)	—

Total other comprehensive income (loss)	(42)	46
Total comprehensive income (loss)	1,091	543
Less: Comprehensive income (loss) attributable to non-controlling interests	11	7
Total comprehensive income (loss) attributable to stockholders	1,080	536

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

($ in millions, unless otherwise stated)


		March 29, 2026	December 31, 2025
ASSETS
Current assets:
	Cash and cash equivalents	3,708	3,267

	Accounts receivable, net	1,186	1,055
	Assets held for sale	91	372
	Inventories, net	2,523	2,577
	Other current assets	644	669
Total current assets		8,152	7,940
Non-current assets:
	Deferred tax assets	1,238	1,213
	Other non-current assets	3,037	2,584
	Property, plant and equipment, net of accumulated depreciation of $6,457 and $6,366 respectively	2,901	2,977
	Identified intangible assets, net of accumulated amortization of $775 and $820 respectively	1,505	1,547
	Goodwill	10,280	10,299
	Total non-current assets	18,961	18,620
Total assets		27,113	26,560

LIABILITIES AND EQUITY
Current liabilities:
	Accounts payable	904	997

	Restructuring liabilities-current	133	189
	Other current liabilities	1,851	1,445
	Short-term debt	750	1,250
Total current liabilities		3,638	3,881
Non-current liabilities:
	Long-term debt	10,974	10,972
	Restructuring liabilities	76	81
	Other non-current liabilities	1,151	1,175
Total non-current liabilities		12,201	12,228
Total liabilities		15,839	16,109
Equity:
	Non-controlling interests	347	395

	Stockholders’ equity:
	Common stock, par value €0.20 per share:	56	56
	Capital in excess of par value	15,537	15,424
	Treasury shares, at cost:
	21,894,272 shares (2025: 21,664,934 shares)	(4,341)	(4,283)
	Accumulated other comprehensive income (loss)	171	213
	Accumulated deficit	(496)	(1,354)
	Total stockholders’ equity	10,927	10,056
Total equity		11,274	10,451
Total liabilities and equity		27,113	26,560

See accompanying notes to the Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

($ in millions, unless otherwise stated)


	For the three months ended
	March 29, 2026	March 30, 2025
Cash flows from operating activities:
Net income (loss)	1,133	497
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization	179	209
Share-based compensation	109	127
Amortization of discount (premium) on debt, net	1	1
Amortization of debt issuance costs	2	1
Net (gain) loss on sale of assets	(627)	(22)
(Gain) loss on equity security, net	(1)	6

Results relating to equity-accounted investees	4	4
Deferred tax expense (benefit)	(28)	(27)
Changes in operating assets and liabilities:
(Increase) decrease in receivables and other current assets	(115)	(29)
(Increase) decrease in inventories	87	6
Increase (decrease) in accounts payable and other liabilities	231	(110)
Decrease (increase) in other non-current assets	(182)	(106)
Exchange differences	4	4
Other items	(4)	4
Net cash provided by (used for) operating activities	793	565
Cash flows from investing activities:
Purchase of identified intangible assets	(42)	(25)
Capital expenditures on property, plant and equipment	(79)	(139)


Proceeds from disposals of property, plant and equipment	—	1

Proceeds from sale of interests in businesses, net of cash divested	878	—


Purchase of investments	(249)	(53)


Net cash provided by (used for) investing activities	508	(216)
Cash flows from financing activities:
Repurchase of long-term debt	(501)	—
Proceeds from the issuance of long-term debt	—	370
Cash paid for debt issuance costs	(3)	—
Proceeds from issuance of commercial paper notes	—	646
Repayment of commercial paper notes	—	(146)
Dividends paid to non-controlling interests	(29)	—
Dividends paid to common stockholders	(256)	(258)
Proceeds from issuance of common stock through stock plans	36	37
Purchase of treasury shares and restricted stock unit withholdings	(102)	(303)
Other, net	(1)	(1)
Net cash provided by (used for) financing activities	(856)	345
Effect of changes in exchange rates on cash positions	(4)	2
Increase (decrease) in cash and cash equivalents	441	696
Cash and cash equivalents at beginning of period	3,267	3,292
Cash and cash equivalents at end of period	3,708	3,988


Supplemental disclosures to the Condensed Consolidated Cash flows
Net cash paid during the period for:
Interest	79	41
Income taxes, net of refunds	93	96
Net gain (loss) on sale of assets:
Cash proceeds from the sale of assets	878	31
Non-cash consideration 1)	44	—
Book value of these assets and transaction costs	(295)	(9)
Non-cash investing activities:
Non-cash capital expenditures	87	108

1) Represents the fair value on the closing date of the earn-out receivable from the divestiture of our MEMS Sensors business

See accompanying notes to the Condensed Consolidated Financial Statements

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, 2025	252,854	56	15,424	(4,283)	213	(1,354)	10,056	395	10,451
Net income (loss)						1,122	1,122

SEC Form 10-Q filed by NXP Semiconductors N.V.