[10-Q] NXP Semiconductors N.V. Quarterly Earnings Report

Rhea-AI Filing Summary

NXP Semiconductors (NXPI) Q2-25 10-Q highlights:

• Revenue fell 6.4 % YoY to $2.93 bn and 3.2 % QoQ; six-month sales down 7.9 % to $5.76 bn.
• Gross margin declined 390 bp YoY to 53.4 % (54.2 % YTD). Operating margin slipped to 23.5 % (24.5 % YTD) on softer pricing, mix and $67 m restructuring costs.
• EPS diluted $1.75 vs $2.54; YTD $3.67 vs $5.01.
• Cash flow: $1.34 bn operating cash, $222 m cap-ex → $1.12 bn FCF before acquisitions; cash balance $3.17 bn after $679 m net TTTech Auto purchase, $507 m buybacks and $515 m dividends.
• Balance sheet: Net debt rose to $8.31 bn (leverage ~1.8× EBITDA est.); short-term debt up to $2.0 bn (commercial paper). Working capital stable; inventory $2.36 bn (126 days).
• M&A / strategic moves: Closed $766 m TTTech Auto acquisition to boost software-defined vehicle stack; agreed to sell MEMS sensors line (held for sale $294 m) to STMicro for up to $950 m. Pending Aviva Links and Kinara deals.
• Guidance & risks: Management notes demand softness in Industrial, CI&O segments; automotive flat. CEO transition to Rafael Sotomayor by Oct-25. Legal accruals $246 m for Motorola injury suits; potential extra exposure $245 m partly insured.
• Liquidity: $5.67 bn available (cash + $2.5 bn RCF). Dividend maintained at $1.014/quarter; share repurchase ongoing.

Overall, results show cyclical slowdown but solid profitability, disciplined cash return and strategic portfolio reshaping.

Positive

• Operating cash flow of $1.34 bn YTD supported $1.02 bn combined dividends and buybacks while funding acquisitions.
• Automotive revenue held flat YoY, evidencing resilience amid broader semiconductor softness.
• TTTech Auto acquisition adds $351 m of identified intangibles and strategic software capabilities.
• Planned sale of MEMS sensors line for up to $950 m expected to release capital and sharpen focus.

Negative

• Revenue down 6.4 % YoY; Industrial & IoT −11 %, CI&O −27 %.
• Gross margin contracted 390 bp YoY; pricing and mix headwinds persist.
• Legal contingencies remain sizeable ($246 m accrual; up to $245 m additional exposure).
• Net debt rose to $8.3 bn; short-term borrowings surged to $2.0 bn.

Insights

Sell-side Semiconductor Analyst

TL;DR: Soft topline, margins resilient; cash returns continue, strategic M&A/divestiture de-risk portfolio.

Year-on-year revenue erosion reflects inventory digestion in Industrial/CI&O, while Automotive proved stable. Despite 390 bp GM compression, 23.5 % EBIT margin underscores cost discipline; however, rising restructuring and legal reserves weigh on GAAP EPS. Free cash generation remains strong (>$1 bn YTD) funding $1 bn shareholder returns and TTTech Auto buyout without stressing liquidity. Net leverage below 2× is comfortable. MEMS divestiture for up to $950 m is value-accretive and signals focus on core mixed-signal and automotive compute franchises. Near-term catalysts hinge on demand recovery and TTTech integration; downside risks include legal liabilities, macro uncertainty and elevated inventory.

Portfolio Manager – Tech Growth Fund

TL;DR: Defensive positioning with cash flow, but growth narrative muted until 2H-26.

NXP’s 6-7 % revenue contraction aligns with peers, yet margins outperform, validating its pricing power and fab-light model. Acquisition of TTTech Auto strengthens software stack, critical for ADAS/SDV roadmap, potentially lifting TAM and ASPs from 2026. Stock buybacks at ~$204 m in Q2 signal confidence. Still, Industrial weakness and China uncertainty cap near-term upside; EPS now tracking ~10 % below 2024. I view filing as neutral—supportive of long-term thesis but not an immediate catalyst.

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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 June 29, 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 July 21, 2025, there were 252,114,595 shares of our common stock, €0.20 par value per share, issued and outstanding.

NXP Semiconductors N.V.

Form 10-Q

For the Fiscal Quarter Ended June 29, 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			18
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			32
Item 4.			Controls and Procedures			32
Part II
Item 1.			Legal Proceedings			33
Item 1A.			Risk Factors			33
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 5.			Other Information			33
Item 6.			Exhibits			34

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 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

1

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.

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												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Revenue			2,926						3,127						5,761						6,253
Cost of revenue			(1,364)						(1,335)						(2,639)						(2,678)
Gross profit			1,562						1,792						3,122						3,575
Research and development			(573)						(594)						(1,120)						(1,158)
Selling, general and administrative			(278)						(270)						(559)						(576)
Amortization of acquisition-related intangible assets			(25)						(28)						(52)						(79)
Total operating expenses			(876)						(892)						(1,731)						(1,813)
Other income (expense)			1						(4)						19						(10)
Operating income (loss)			687						896						1,410						1,752
Financial income (expense):
Other financial income (expense)			(86)						(75)						(178)						(145)
Income (loss) before income taxes			601						821						1,232						1,607
Benefit (provision) for income taxes			(116)						(154)						(246)						(295)
Results relating to equity-accounted investees			(28)						(3)						(32)						(4)
Net income (loss)			457						664						954						1,308
Less: Net income (loss) attributable to non-controlling interests			12						6						19						11
Net income (loss) attributable to stockholders			445						658						935						1,297
Earnings per share data:
Net income (loss) per common share attributable to stockholders in $
Basic			1.76						2.58						3.69						5.07
Diluted			1.75						2.54						3.67						5.01
Weighted average number of shares of common stock outstanding during the period (in thousands):
Basic			252,418						255,478						253,057						256,023
Diluted			253,844						258,732						254,433						258,963

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												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Net income (loss)			457						664						954						1,308
Other comprehensive income (loss), net of tax:
Change in fair value cash flow hedges			7						—						10						(8)
Change in foreign currency translation adjustment			136						(16)						179						(54)
Change in net actuarial gain (loss)			(2)						2						(2)						2
Total other comprehensive income (loss)			141						(14)						187						(60)
Total comprehensive income (loss)			598						650						1,141						1,248
Less: Comprehensive income (loss) attributable to non-controlling interests			12						6						19						11
Total comprehensive income (loss) attributable to stockholders			586						644						1,122						1,237

See accompanying notes to the Condensed Consolidated Financial Statements

4

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

($ in millions, unless otherwise stated)

						June 29, 2025						December 31, 2024
ASSETS
Current assets:
			Cash and cash equivalents			3,170						3,292
			Accounts receivable, net			1,071						1,032
			Assets held for sale			294						—
			Inventories, net			2,361						2,356
			Other current assets			790						625
Total current assets						7,686						7,305
Non-current assets:
			Deferred tax assets			1,306						1,251
			Other non-current assets			1,909						1,796
			Property, plant and equipment, net of accumulated depreciation of $6,327 and $6,145			3,130						3,267
			Identified intangible assets, net of accumulated amortization of $916 and $1,037			1,121						836
			Goodwill			10,098						9,930
			Total non-current assets			17,564						17,080
Total assets						25,250						24,385
LIABILITIES AND EQUITY
Current liabilities:
			Accounts payable			892						1,017
			Restructuring liabilities-current			65						147
			Other current liabilities			1,471						1,434
			Short-term debt			1,999						500
Total current liabilities						4,427						3,098
Non-current liabilities:
			Long-term debt			9,479						10,354
			Restructuring liabilities			60						10
			Other non-current liabilities			1,348						1,392
Total non-current liabilities						10,887						11,756
Total liabilities						15,314						14,854
Equity:
			Non-controlling interests			367						348
			Stockholders’ equity:
			Common stock, par value €0.20 per share:			56						56
			Capital in excess of par value			15,206						14,962
			Treasury shares, at cost:
			22,405,067 shares (2024: 20,195,011 shares)			(4,441)						(4,004)
			Accumulated other comprehensive income (loss)			170						(17)
			Accumulated deficit			(1,422)						(1,814)
			Total stockholders’ equity			9,569						9,183
Total equity						9,936						9,531
Total liabilities and equity						25,250						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 six months ended
			June 29, 2025						June 30, 2024
Cash flows from operating activities:
Net income (loss)			954						1,308
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization			416						448
Share-based compensation			244						229
Amortization of discount (premium) on debt, net			1						2
Amortization of debt issuance costs			3						3
Net (gain) loss on sale of assets			(28)						(2)
(Gain) loss on equity security, net			3						5
Results relating to equity-accounted investees			32						4
Deferred tax expense (benefit)			(24)						(87)
Changes in operating assets and liabilities:
(Increase) decrease in receivables and other current assets			(135)						(15)
(Increase) decrease in inventories			(84)						(14)
Increase (decrease) in accounts payable and other liabilities			(77)						(322)
Decrease (increase) in other non-current assets			25						46
Exchange differences			13						8
Other items			1						(1)
Net cash provided by (used for) operating activities			1,344						1,612
Cash flows from investing activities:
Purchase of identified intangible assets			(62)						(87)
Capital expenditures on property, plant and equipment			(222)						(411)
Insurance recoveries received for equipment damage			—						2
Proceeds from disposals of property, plant and equipment			1						3
Purchase of interests in businesses, net of cash acquired			(679)						—
Proceeds of short-term deposits			—						9
Purchase of investments			(146)						(34)
Proceeds from sale of investments			—						5
Net cash provided by (used for) investing activities			(1,108)						(513)
Cash flows from financing activities:
Repurchase of long-term debt			(500)						(1,000)
Proceeds from the issuance of long-term debt			370						—
Proceeds from issuance of commercial paper notes			2,211						—
Repayment of commercial paper notes			(1,461)						—
Dividends paid to common stockholders			(515)						(521)
Proceeds from issuance of common stock through stock plans			39						40
Purchase of treasury shares and restricted stock unit withholdings			(507)						(613)
Other, net			(1)						(1)
Net cash provided by (used for) financing activities			(364)						(2,095)
Effect of changes in exchange rates on cash positions			6						(7)
Increase (decrease) in cash and cash equivalents			(122)						(1,003)
Cash and cash equivalents at beginning of period			3,292						3,862
Cash and cash equivalents at end of period			3,170						2,859

Supplemental disclosures to the Condensed Consolidated Cash flows
Net cash paid during the period for:
Interest			150						124
Income taxes, net of refunds			263						391
Net gain (loss) on sale of assets:
Cash proceeds from the sale of assets			37						3
Book value of these assets			(9)						(1)
Non-cash investing activities:
Non-cash capital expenditures			103						166

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
Net income (loss)																																				445						445						12						457
Other comprehensive income (loss)																														141												141												141
Share-based compensation plans																		113																								113												113
Shares issued pursuant to stock awards						70																		16												(9)						7												7
Treasury shares repurchased and retired						(1,105)																		(204)																		(204)												(204)
Dividends common stock ($1.014 per share)																																				(255)						(255)												(255)
Balance as of June 29, 2025						252,114						56						15,206						(4,441)						170						(1,422)						9,569						367						9,936

						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
Net income (loss)																																				658						658						6						664
Other comprehensive income (loss)																														(14)												(14)												(14)
Share-based compensation plans																		111																								111												111
Shares issued pursuant to stock awards						89																		17												(14)						3												3
Treasury shares repurchased and retired						(1,208)																		(310)																		(310)												(310)
Dividends common stock ($1.014 per share)																																				(259)						(259)												(259)
Balance as of June 30, 2024						254,976						56						14,730						(3,762)						30						(2,036)						9,018						327						9,345

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.

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.

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"), the 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.

Chief Executive Officer Succession

On April 23, 2025, Kurt Sievers, the CEO and President of the Company, provided notice that he would voluntarily retire as CEO and executive director of the Company on October 28, 2025. Following its CEO succession planning process, NXP’s board of directors has unanimously appointed Rafael Sotomayor to succeed as President, effective April 28, 2025. Furthermore, Mr. Sotomayor has been designated as CEO upon Mr. Sievers’s retirement from his CEO role. Mr. Sievers will remain a strategic advisor to NXP through December 31, 2025.

Acquisitions

On June 17, 2025, NXP announced the acquisition of 100% of TTTech Auto for $766 million in cash ($679 million net of cash acquired). The results of their operations and the estimated fair value of the assets acquired and liabilities assumed in the business combination will be included in our financial statements from the date of acquisition forward.

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.

8

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, net of closing adjustments, subject to customary closing conditions, including regulatory approvals.

On February 10, 2025, NXP entered into a definitive agreement to acquire Kinara, Inc. for $307 million in cash, net of closing adjustments, subject to customary closing conditions, including regulatory approvals.

2025

On June 17, 2025, NXP announced the acquisition of 100% of TTTech Auto for $766 million in cash ($679 million net of cash acquired). TTTech Auto is a leader in innovating unique safety-critical systems and middleware for software-defined vehicles (SDVs). The TTTech Auto acquisition complements and expands NXP’s system and software offerings in the Automotive and Industrial & IoT end markets.

The preliminary fair values of the assets acquired and liabilities assumed in the acquisition, by major class, were recognized as follows:

Cash			87
Other assets			80
Other liabilities			(48)
Identified intangible assets			351
Goodwill			296
Net assets acquired			766

The final determination of the fair values of certain assets and liabilities will be completed in the quarters subsequent to the acquisition date.

Goodwill arising from the TTTech Auto acquisition is attributed to the anticipated growth from new product sales, sales to new customers, the assembled workforce, and synergies expected from the combination. The goodwill recognized is non-deductible for income tax purposes.

The identified intangible assets assumed were recognized as follows:

						Fair value						Weighted Average Estimated Useful Life (in Years)
Software						268						11.5
Technology						37						5.5
Customer relationships						44						9.5
Order backlog						2						3.5
Total identified intangible assets						351

The income approach was applied to estimate the fair values of the intangible assets acquired. Software, technology, customer relationships, and order backlog were valued using the excess earnings method, which reflects the present values of the projected cash flows that are expected to be generated by the software, technology, customer relationships, and order backlog less charges representing the contribution of other assets to those cash flows.

9

There were no material divestments during the first six months of 2025.

2024

There were no material acquisitions or divestments during the first six months of 2024.

4 Assets Held for Sale

In the second quarter of 2025, NXP management, in reviewing its portfolio, concluded that certain activities related to our MEMS sensors business line no longer fit the NXP strategic portfolio and took actions that resulted in the business line meeting the criteria to be classified as held for sale. On July 24, 2025, NXP reached a definitive agreement with STMicroelectronics International N.V., under which NXP will sell the business for an amount up to $950 million in cash, including $900 million at closing and up to an additional $50 million subject to the achievement of technical milestones. Subject to customary closing conditions, the transaction is expected to close during 2026. The carrying value of these assets held for sale as of June 29, 2025, are comprised of current assets of $81 million and non-current assets of $213 million, which consists primarily of goodwill of $177 million.

5 Supplemental Financial Information

Statement of Operations Information:

Disaggregation of revenue

The following table presents revenue disaggregated by sales channel:

			For the three months ended												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Distributors			1,636						1,804						3,160						3,543
Original Equipment Manufacturers and Electronic Manufacturing Services			1,257						1,294						2,541						2,649
Other			33						29						60						61
Total Revenue			2,926						3,127						5,761						6,253

Depreciation, amortization and impairment

			For the three months ended												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Depreciation of property, plant and equipment			143						146						286						291
Amortization of internal use software			8						7						16						14
Amortization of other identified intangible assets			56						60						114						143
Total - Depreciation, amortization and impairment			207						213						416						448

Financial income and expense

			For the three months ended												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Interest income			39						39						74						89
Interest expense			(115)						(97)						(221)						(202)
Other financial income/ (expense)			(10)						(17)						(31)						(32)
Total			(86)						(75)						(178)						(145)

10

Earnings per share

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

			For the three months ended												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Net income (loss)			457						664						954						1,308
Less: net income (loss) attributable to non-controlling interests			12						6						19						11
Net income (loss) attributable to stockholders			445						658						935						1,297
Weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)			252,418						255,478						253,057						256,023
Plus incremental shares from assumed conversion of:
Options 1)			80						157						87						165
Restricted Share Units, Performance Share Units and Equity Rights 2)			1,346						3,097						1,289						2,775
Dilutive potential common shares			1,426						3,254						1,376						2,940
Adjusted weighted average number of shares outstanding (after deduction of treasury shares) during the year (in thousands)			253,844						258,732						254,433						258,963
EPS attributable to stockholders in $:
Basic net income (loss)			1.76						2.58						3.69						5.07
Diluted net income (loss)			1.75						2.54						3.67						5.01

1)    There were no stock options to purchase shares of NXP’s common stock that were outstanding in Q2 2025 and YTD 2025 (Q2 2024 and YTD 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 0.1 million unvested RSUs, PSUs and equity rights that were outstanding in Q2 2025 and YTD 2025 (Q2 2024 and YTD 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 June 29, 2025 and December 31, 2024, our cash balance was $3,170 million and $3,292 million, respectively, of which $302 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 six months of 2025 and 2024, no dividends were declared by SSMC.

Inventories

Inventories are summarized as follows:

			June 29, 2025						December 31, 2024
Raw materials			91						109
Work in process			1,647						1,576
Finished goods			623						671
			2,361						2,356

The amounts recorded above are net of allowance for obsolescence of $124 million as of June 29, 2025 (December 31, 2024: $150 million).

11

Equity Investments

At June 29, 2025 and December 31, 2024, the total carrying value of investments in equity securities is summarized as follows:

			June 29, 2025						December 31, 2024
Marketable equity securities			—						1
Non-marketable equity securities			113						71
Equity-accounted investments			385						300
			498						372

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

			June 29, 2025												December 31, 2024
			Shareholding %						Amount						Shareholding %						Amount
VisionPower Semiconductor Manufacturing Company Pte. Ltd. (VSMC)			40.00		%				204						40.00		%				134
European Semiconductor Manufacturing Company (ESMC) GmbH 1)			10.00		%				121						10.00		%				77
SMART Growth Fund, L.P.			8.41		%				37						8.41		%				39
SigmaSense, LLC			9.40		%				—						10.64		%				28
Others			—						23						—						22
									385												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												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Company's share in income (loss)			(2)						(3)						(6)						(5)
Other results 1)			(26)						—						(26)						1
			(28)						(3)						(32)						(4)
1) For the three and six months periods ending June 29, 2025, other results includes the impairment of our equity method investment SigmaSense.

Other current liabilities

Other current liabilities at June 29, 2025 and December 31, 2024 consisted of the following:

			June 29, 2025						December 31, 2024
Accrued compensation and benefits			327						371
Customer programs			124						131
Income taxes payable			105						114
Dividend payable			256						258
Other			659						560
			1,471						1,434

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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			179						13						(2)						190
Amounts reclassified out of accumulated other    comprehensive income (loss)			—						—						—						—
Tax effects			—						(3)						—						(3)
Other comprehensive income (loss)			179						10						(2)						187
As of June 29, 2025			245						5						(80)						170

Cash dividends

The following dividends were declared during the first six 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
Second quarter			1.014						256						1.014						259

The dividend declared in the second quarter (not yet paid) is classified in the Condensed Consolidated Balance Sheet in other current liabilities as of June 29, 2025 and was subsequently paid on July 9, 2025.

6 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 June 29, 2025
Restructuring liabilities			157						86						(118)						(5)						5						125

The total restructuring liability as of June 29, 2025 of $125 million is classified in the Consolidated Balance Sheet under current liabilities ($65 million) and non-current liabilities ($60 million).

The restructuring charges for the six-month period ending June 29, 2025 primarily consist of $86 million for personnel related costs for specific targeted actions, offset by a $5 million release for an earlier program. The restructuring charges for the six-month period ending June 30, 2024 consist of $17 million for personnel related costs for specific targeted actions, offset by a $4 million release for an earlier program.

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												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Cost of revenue			61						4						65						7
Research and development			3						4						10						7
Selling, general and administrative			3						(2)						6						(1)
Net restructuring charges			67						6						81						13

13

7 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												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Tax benefit (provision) calculated at EAETR			(112)						(147)						(231)						(286)
Discrete tax benefit (provision) items			(4)						(7)						(15)						(9)
Benefit (provision) for income taxes			(116)						(154)						(246)						(295)
Effective tax rate			19.3		%				18.8		%				20.0		%				18.4		%

The effective tax rate of 19.3% for the second quarter of 2025 was higher than the EAETR due to the income tax expense for discrete items of $4 million. The discrete items are primarily related to the impact of changes in the litigation accrual and related insurance reimbursements relating to the Motorola Personal Injury Lawsuits regarding previous years.

For the first six months ended 2025, the effective tax rate of 20.0% was higher than 18.8% due to a net result of unfavorable discrete items of $15 million.

The effective tax rate of 20.0% for the first six months of 2025 was higher compared to the rate for the first six months ended 2024 of 18.4% 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.

Subsequent event

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented as of 2026. We are currently assessing its impact on our consolidated financial statements. We also note that there is unclarity about what the G7 statement in relation to the US on global minimum taxes, as announced on June 28, 2025, could mean for the Company.

8 Identified Intangible Assets

Identified intangible assets as of June 29, 2025 and December 31, 2024, respectively, were composed of the following:

			June 29, 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			838						(422)						790						(400)
Technology-based			1,175						(494)						1,059						(637)
Identified intangible assets			2,037						(916)						1,873						(1,037)
1) IPR&D is not subject to amortization until completion or abandonment of the associated research and development effort.

14

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

2025 (remaining)			129
2026			212
2027			189
2028			116
2029			94
Thereafter			381

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 7 years as of June 29, 2025 (December 31, 2024: 5 years).

9 Debt

Commercial Paper

We have a $2 billion Commercial Paper Program to support general corporate purposes. As of June 29, 2025, we had $750 million commercial paper notes outstanding with a duration of up to 98 days. The weighted-average interest rate of the Company's outstanding commercial paper notes is 4.67%.

Long-term debt

The following table summarizes the outstanding debt as of June 29, 2025 and December 31, 2024:

									June 29, 2025												December 31, 2024
			Maturities						Amount						Interest rate						Amount						Interest rate
Fixed-rate 2.7% senior unsecured notes			May, 2025						—						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									10,790												10,920
Unamortized discounts, premiums and debt    issuance costs									(62)												(66)
Total debt, including unamortized discounts,    premiums, debt issuance costs and fair value   adjustments									10,728												10,854
Current portion of long-term debt									(1,249)												(500)
Long-term debt									9,479												10,354

15

10 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												For the six months ended
			June 29, 2025						June 30, 2024						June 29, 2025						June 30, 2024
Revenue and other income			1						1						2						2
Purchase of goods and services			—						1						1						2

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

			June 29, 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 $160 million during the six months ended June 29, 2025 and $435 million to-date, which is recorded in other non-current assets.

Refer to Note 5 – Supplemental Financial Information for information on the total carrying value of investments in equity-accounted investees, and to Note 12 – Commitments and Contingencies for NXP’s related party commitments.

11 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						June 29, 2025						December 31, 2024
Assets:
Money market funds			1						2,056						2,398
Marketable equity securities			1						—						2
Derivative instruments-assets			2						18						2
Liabilities:
Derivative instruments-liabilities			2						(2)						(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.

16

As of June 29, 2025, the estimated fair value of current and non-current debt was $9.8 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 ($750 million as of June 29, 2025 and no outstanding commercial paper notes as of December 31, 2024).

12 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 different suppliers. As of June 29, 2025, other than foundry joint venture commitments, the Company had purchase commitments of $3,501 million, which are due through 2044.

Foundry Joint Venture Commitments

Driven by our investment in VSMC, NXP has committed to invest an additional $1,390 million in equity through 2026. NXP has committed to contribute an additional $765 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 $463 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 Company has reached agreements to resolve 12 of the 21 cases. 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 $246 million accrued for potential and current legal proceedings as of June 29, 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 June 29, 2025, the Company’s related balance of insurance reimbursements was $208 million (December 31, 2024: $259 million) and is included in “Other non-current assets”.

17

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 June 29, 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 $245 million. Based upon our past experience with these matters, the Company would expect to receive additional insurance reimbursement of up to $208 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

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 $2,926 million, down 6.4% year-on-year;

•GAAP gross margin was 53.4%, and GAAP operating margin was 23.5%;

•Non-GAAP gross margin was 56.5%, and non-GAAP operating margin was 32.0%;

•Cash flow from operations was $779 million, with net capital expenditures on property, plant and equipment of $83 million, resulting in non-GAAP free cash flow of $696 million;

•During the second quarter of 2025, NXP returned capital to shareholders with the payment of $257 million in cash dividends and the repurchase of $204 million of its common shares, for a total capital return of $461 million.

On April 23, 2025, Kurt Sievers, the CEO and President of the Company, provided notice that he would voluntarily retire as CEO and executive director of the Company on October 28, 2025. Following its CEO succession planning process, NXP’s board of directors has unanimously appointed Rafael Sotomayor to succeed as President, effective April 28, 2025. Furthermore, Mr. Sotomayor has been designated as CEO upon Mr. Sievers’s retirement from his CEO role. Mr. Sievers will remain a strategic advisor to NXP through December 31, 2025.

On June 17, 2025, NXP announced the acquisition of 100% of TTTech Auto for $766 million in cash ($679 million net of cash acquired). The acquisition is expected to enhance the NXP CoreRide platform by augmenting hardware proficiency with added software expertise. See Note 3 to the consolidated financial statements for further information regarding the acquisition of TTTech Auto.

18

Sequential Results

Q2 2025 compared to Q1 2025

Revenue for the three months ended June 29, 2025 was $2,926 million compared to $2,835 million for the three months ended March 30, 2025, an increase of $91 million or 3.2% quarter-on-quarter, in line with management's expectations. Within our end markets, the Automotive end market increased $55 million or 3.3%, the Industrial & IoT end market increased $38 million or 7.5%, the Communication Infrastructure & Other end market increased $5 million or 1.6%, and the Mobile end market decreased $7 million or 2.1%.

When aggregating all end markets together and reviewing sales channel performance, revenues through NXP's third party distribution partners was $1,636 million, an increase of $112 million or 7.3% compared to the previous period. Revenues through NXP's third party direct OEM and EMS customers was $1,257 million, a decrease of $27 million or 2.1% versus the previous period.

From a geographic perspective, revenue increased quarter-on-quarter in the Asia Pacific region by 5.6%, in the China region by 5.2%, and in the EMEA region by 4.8%, while revenue decreased in the Americas region by 8.8%.

Our gross profit percentage for the three months ended June 29, 2025 of 53.4% decreased compared with 55.0% for the three months ended March 30, 2025.

Operating income for the three months ended June 29, 2025 was $687 million compared to $723 million for the three months ended March 30, 2025, a decrease of $36 million or 5.0%. Higher restructuring charges was the main driver for the sequential decrease.

19

Results of operations

The following table presents operating results for each of the three- and six-month periods ended June 29, 2025 and June 30, 2024, respectively:

($ in millions, unless otherwise stated)			Q2 2025						% of Revenue						Q2 2024						% of Revenue						YTD 2025						% of Revenue						YTD 2024						% of Revenue
Revenue			2,926												3,127												5,761												6,253
% nominal growth			(6.4)												(5.2)												(7.9)												(2.6)
Gross profit			1,562												1,792												3,122												3,575
Gross margin			53.4		%										57.3		%										54.2		%										57.2		%
Research and development			(573)						19.6		%				(594)						19.0		%				(1,120)						19.4		%				(1,158)						18.5		%
Selling, general and administrative			(278)						9.5		%				(270)						8.6		%				(559)						9.7		%				(576)						9.2		%
Amortization of acquisition-related intangible assets			(25)						0.9		%				(28)						0.9		%				(52)						0.9		%				(79)						1.3		%
Other income (expense)			1						—		%				(4)						0.1		%				19						0.3		%				(10)						0.2		%
Operating income (loss)			687						23.5		%				896						28.7		%				1,410						24.5		%				1,752						28.0		%
Financial income (expense)			(86)						2.9		%				(75)						2.4		%				(178)						3.1		%				(145)						2.3		%
Benefit (provision) for income taxes			(116)						4.0		%				(154)						4.9		%				(246)						4.3		%				(295)						4.7		%
Results relating to equity-accounted investees			(28)						1.0		%				(3)						0.1		%				(32)						0.6		%				(4)						0.1		%
Net income (loss)			457						15.6		%				664						21.2		%				954						16.6		%				1,308						20.9		%
Less: Net income (loss) attributable to non-controlling interests			12						0.4		%				6						0.2		%				19						0.3		%				11						0.2		%
Net income (loss) attributable to stockholders			445						15.2		%				658						21.0		%				935						16.2		%				1,297						20.7		%
Diluted earnings per share			1.75												2.54												3.67												5.01

20

Revenue

Q2 2025 Overview

Q2 2025 compared to Q2 2024

Revenue for the three months ended June 29, 2025 was $2,926 million compared to $3,127 million for the three months ended June 30, 2024, a decrease of $201 million or 6.4%, in line with management’s expectations.

YTD 2025 Overview

YTD 2025 compared to YTD 2024

Revenue for the six months ended June 29, 2025 was $5,761 million compared to $6,253 million for the six months ended June 30, 2024, a decrease of $492 million or 7.9%.

21

Revenue by end market was as follows:

($ in millions, unless otherwise stated)			Q2 2025						Q2 2024						% change						YTD 2025						YTD 2024						% change
Automotive			1,729						1,728						0.1		%				3,403						3,532						(3.7)		%
Industrial & IoT			546						616						(11.4)		%				1,054						1,190						(11.4)		%
Mobile			331						345						(4.1)		%				669						694						(3.6)		%
Communication Infrastructure & Other			320						438						(26.9)		%				635						837						(24.1)		%
Total Revenue			2,926						3,127						(6.4)		%				5,761						6,253						(7.9)		%

Revenue by sales channel was as follows:

($ in millions, unless otherwise stated)			Q2 2025						Q2 2024						% change						YTD 2025						YTD 2024						% change
Distributors			1,636						1,804						(9.3)		%				3,160						3,543						(10.8)		%
OEM/EMS			1,257						1,294						(2.9)		%				2,541						2,649						(4.1)		%
Other			33						29						13.8		%				60						61						(1.6)		%
Total Revenue			2,926						3,127						(6.4)		%				5,761						6,253						(7.9)		%

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

($ in millions, unless otherwise stated)			Q2 2025						Q2 2024						% change						YTD 2025						YTD 2024						% change
China 1)			1,088						1,098						(0.9)		%				2,122						2,112						0.5		%
APAC, excluding China			790						898						(12.0)		%				1,538						1,808						(14.9)		%
EMEA (Europe, the Middle East and Africa)			674						676						(0.3)		%				1,317						1,419						(7.2)		%
Americas			374						455						(17.8)		%				784						914						(14.2)		%
Total Revenue			2,926						3,127						(6.4)		%				5,761						6,253						(7.9)		%
1) China includes Mainland China and Hong Kong

Q2 2025 compared to Q2 2024

From an end market perspective, NXP experienced consistent revenue in its Automotive end market, which was offset by declines in the Communication Infrastructure & Other, Industrial & IoT, and Mobile end markets versus the year ago period.

Revenue in the Automotive end market was $1,729 million, consistent with the year-ago period.

Revenue in the Industrial & IoT end market was $546 million, a decrease of $70 million or 11.4% versus the year-ago period. The decrease in the Industrial & IoT end market revenue was primarily attributable to our processors portfolio.

Revenue in the Mobile end market was $331 million, a decrease of $14 million or 4.1% versus the year ago period. The decrease in the Mobile end market revenue was attributable to declines in our advanced analog products, which was offset by growth in our mobile wallet processors.

Revenue in the Communication Infrastructure & Other end market was $320 million, a decrease of $118 million or 26.9% versus the year ago period. The decrease in the Communication Infrastructure & Other end market revenue was attributable to declines in our processors, secure cards, and RF power products.

When aggregating all end markets together and reviewing sales channel performance, revenues through NXP’s third party distribution partners was $1,636 million, a decrease of 9.3% versus the year-ago period. Revenues through direct OEM and EMS customers was $1,257 million, a decrease of 2.9% versus the year ago period.

From a geographic perspective, revenue decreased year-on-year in the Americas region by 17.8%, in the Asia Pacific region by 12.0%, in the China region by 0.9%, and in the EMEA region by 0.3%.

YTD 2025 compared to YTD 2024

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

Revenue in the Automotive end market was $3,403 million, a decrease of $129 million or 3.7% 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.

22

Revenue in the Industrial & IoT end market was $1,054 million, a decrease of $136 million or 11.4% versus the year ago period. Within the Industrial & IoT end market, the decrease was primarily attributable to our processors portfolio.

Revenue in the Mobile end market was $669 million, a decrease of $25 million or 3.6% versus the year ago period. The decrease in the Mobile end market revenue was attributable to declines in our advanced analog products, which was offset by growth in our mobile wallet products.

Revenue in the Communication Infrastructure & Other end market was $635 million, a decrease of $202 million or 24.1% versus the year ago period. The decrease in the Communication Infrastructure & Other end market was attributable to declines in our processors and secure cards products.

When aggregating all end markets together, and reviewing sales channel performance, revenues through NXP’s third party distribution partners was $3,160 million, a decrease of 10.8% versus the year-ago period. Revenues through direct OEM and EMS customers was $2,541 million, a decrease of 4.1% versus the year-ago period.

From a geographic perspective, revenue increased year-on-year in the China region by 0.5%, while revenue decreased in the Asia Pacific region by 14.9%, in the Americas region by 14.2%, and in the EMEA region by 7.2%.

Gross profit

Q2 2025 compared to Q2 2024

Gross profit for the three months ended June 29, 2025 was $1,562 million, or 53.4% of revenue, compared to $1,792 million, or 57.3% of revenue for the three months ended June 30, 2024. The decrease in gross margin is primarily due to price and unfavorable product / channel mix.

YTD 2025 compared to YTD 2024

Gross profit for the six months ended June 29, 2025 was $3,122 million, or 54.2% of revenue, compared to $3,575 million, or 57.2% of revenue for the six months ended June 30, 2024. The decrease in gross margin is primarily due to price and unfavorable product mix.

Operating expenses

Q2 2025 compared to Q2 2024

Operating expenses for the three months ended June 29, 2025 totaled $876 million, or 29.9% of revenue, compared to $892 million, or 28.5% of revenue for the three months ended June 30, 2024.

YTD 2025 compared to YTD 2024

Operating expenses for the six months ended June 29, 2025 totaled $1,731 million, or 30.0% of revenue, compared to $1,813 million, or 29.0% of revenue for the six months ended June 30, 2024.

•Research and development

($ in millions, unless otherwise stated)			Q2 2025						Q2 2024						% change						YTD 2025						YTD 2024						% change
Research and development			573						594						(3.5)		%				1,120						1,158						(3.3)		%
As a percentage of revenue			19.6		%				19.0		%				0.6		ppt				19.4		%				18.5		%				0.9		ppt

Q2 2025 compared to Q2 2024

R&D costs for the three months ended June 29, 2025 decreased by $21 million, or 3.5%, when compared to the three months ended June 30, 2024, driven by lower personnel related costs, inclusive of a reduction in variable compensation costs.

YTD 2025 compared to YTD 2024

R&D costs for the six months ended June 29, 2025 decreased by $38 million, or 3.3%, when compared to the six months ended June 30, 2024, driven by lower personnel related costs, inclusive of a reduction in variable compensation costs.

23

•Selling, general and administrative

($ in millions, unless otherwise stated)			Q2 2025						Q2 2024						% change						YTD 2025						YTD 2024						% change
Selling, general and administrative			278						270						3.0		%				559						576						(3.0)		%
As a percentage of revenue			9.5		%				8.6		%				0.9		ppt				9.7		%				9.2		%				0.5		ppt

Q2 2025 compared to Q2 2024

SG&A costs for the three months ended June 29, 2025 increased by $8 million, or 3.0%, when compared to the three months ended June 30, 2024 due to higher expenses related to our closed or pending acquisitions ($9 million), higher restructuring related expenses and higher legal expenses, partly offset by lower personnel related costs, driven by a reduction in variable compensation costs.

YTD 2025 compared to YTD 2024

SG&A costs for the six months ended June 29, 2025 decreased by $17 million, or 3.0%, when compared to the six months ended June 30, 2024 due to lower legal expenses of $21 million.

•Amortization of acquisition-related intangible assets

($ in millions, unless otherwise stated)			Q2 2025						Q2 2024						% change						YTD 2025						YTD 2024						% change
Amortization of acquisition-related intangible assets			25						28						(10.7)		%				52						79						(34.2)		%
As a percentage of revenue			0.9		%				0.9		%				—		ppt				0.9		%				1.3		%				(0.4)		ppt

Q2 2025 compared to Q2 2024

Amortization of acquisition-related intangible assets for the three months ended June 29, 2025 decreased by $3 million, or 10.7%, when compared to the three months ended June 30, 2024.

YTD 2025 compared to YTD 2024

Amortization of acquisition-related intangible assets for the six months ended June 29, 2025 decreased by $27 million, or 34.2%, when compared to the six months ended June 30, 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)			Q2 2025						Q2 2024						YTD 2025						YTD 2024
Interest income			39						39						74						89
Interest expense			(115)						(97)						(221)						(202)
Other financial income/ (expense)			(10)						(17)						(31)						(32)
Total			(86)						(75)						(178)						(145)

Q2 2025 compared to Q2 2024

Financial income (expense) was an expense of $86 million for the three months ended June 29, 2025, compared to an expense of $75 million for the three months ended June 30, 2024. Interest income remained flat, whereas interest expense increased by $18 million due to the interest expenses on the EIB loans as well as the commercial paper. Within Other financial income/ (expense), fair value adjustments in equity securities resulted in a profit of $3 million for the three months ended June 29, 2025, versus a loss of $3 million for the three months ended June 30, 2024.

YTD 2025 compared to YTD 2024

Financial income (expense) was an expense of $178 million for the six months ended June 29, 2025, compared to an expense of $145 million for the six months ended June 30, 2024. Interest income decreased by $15 million due to higher cash levels but lower interest rates, whereas interest expense increased by $19 million due to the interest expenses on the EIB loans and commercial paper. Within Other financial income/ (expense), fair value adjustments in equity securities resulted in a loss of $3 million for the six months ended June 29, 2025, versus a loss of $5 million for the six months ended June 30, 2024.

24

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.

			Q2 2025						Q2 2024						YTD 2025						YTD 2024
Tax benefit (provision) calculated at EAETR			(112)						(147)						(231)						(286)
Discrete tax benefit (provision) items			(4)						(7)						(15)						(9)
Benefit (provision) for income taxes			(116)						(154)						(246)						(295)
Effective tax rate			19.3		%				18.8		%				20.0		%				18.4		%

Q2 2025 compared to Q2 2024

The effective tax rate of 19.3% for the second quarter of 2025 was higher than the EAETR due to the income tax expense for discrete items of $4 million. The discrete items are primarily related to the impact of changes in the litigation accrual and related insurance reimbursements relating to the Motorola Personal Injury Lawsuits regarding previous years.

YTD 2025 compared to YTD 2024

For the first six months ended 2025, the effective tax rate of 20.0% was higher than 18.4% due to a net result of unfavorable discrete items of $15 million.

The effective tax rate of 20.0% for the first six months of 2025 was higher compared to the rate for the first six months ended 2024 of 18.4% 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.

Subsequent event

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented as of 2026. We are currently assessing its impact on our consolidated financial statements. We also note that there is unclarity about what the G7 statement in relation to the US on global minimum taxes, as announced on June 28, 2025, could mean for the Company.

Results Relating to Equity-accounted Investees

Q2 2025 compared to Q2 2024

Results relating to equity-accounted investees amounted to a loss of $28 million (which includes an impairment charge of $27 million related to our investment in SigmaSense) for the three months ended June 29, 2025, whereas the three months ended June 30, 2024 results relating to equity-accounted investees amounted to a loss of $3 million.

YTD 2025 compared to YTD 2024

Results relating to equity-accounted investees amounted to a loss of $32 million (which includes an impairment charge of $27 million related to our investment in SigmaSense) for the six months ended June 29, 2025, whereas the six months ended June 30, 2024 results relating to equity-accounted investees amounted to a loss of $4 million.

Non-controlling Interests

Q2 2025 compared to Q2 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 $12 million for the three months ended June 29, 2025, compared to a profit of $6 million for the three months ended June 30, 2024.

YTD 2025 compared to YTD 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 $19 million for the six months ended June 29, 2025, compared to a profit of $11 million for the six months ended June 30, 2024.

25

Liquidity and Capital Resources

We derive our liquidity and capital resources primarily from our cash flows from operations. We continue to generate strong positive operating cash flows. At the end of the second quarter of 2025, our cash balance was $3,170 million, a decrease of $122 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 $5,670 million of liquidity as of June 29, 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			1,344						1,612
Capital expenditures			222						411
Cash to shareholders			1,022						1,134

Cash

At June 29, 2025, our cash balance was $3,170 million of which $302 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 $222 million in the first six months of 2025, compared to $411 million in the first six 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), dividends of $1.014 per ordinary share were paid on April 9, 2025 ($257 million) and dividends of $1.014 per ordinary share were paid on July 9, 2025 ($256 million).

In the first six months of 2025 we repurchased approximately $507 million of shares.

Debt

Our total debt, inclusive of aggregate principal, unamortized discounts, premiums, debt issuance costs and fair value adjustments, amounted to $11,478 million as of June 29, 2025, an increase of $624 million compared to December 31, 2024 ($10,854 million).

As of June 29, 2025, we had outstanding fixed-rate notes with varying maturities for an aggregate principal amount of $9,750 million (collectively the “Notes”), of which $1.25 billion is payable within 12 months. Future interest payments associated with the Notes total $2,522 million, with $364 million payable within 12 months.

As of June 29, 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 $264 million, with $47 million payable within 12 months.

As of June 29, 2025, we had $750 million commercial paper notes outstanding with a duration less than 12 months.

Our net debt position (see section Use of Certain Non-GAAP Financial Measures) at June 29, 2025 amounted to $8,308 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 June 29, 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.

26

Cash flows

Our cash and cash equivalents during the first six months of 2025 decreased by $128 million (excluding the effect of changes in exchange rates on our cash position of $6 million) as follows:

($ in millions, unless otherwise stated)			YTD 2025						YTD 2024
Net cash provided by (used for) operating activities			1,344						1,612
Net cash (used for) provided by investing activities			(1,108)						(513)
Net cash provided by (used for) financing activities			(364)						(2,095)
Increase (decrease) in cash and cash equivalents			(128)						(996)

Cash Flow from Operating Activities

For the first six months of 2025 our operating activities provided $1,344 million in cash. This was primarily the result of net income of $954 million, adjustments to reconcile the net income of $647 million and changes in operating assets and liabilities of $(271) million. Adjustments to net income (loss) include non-cash items, such as depreciation and amortization of $416 million, share-based compensation of $244 million and changes in deferred taxes of $(24) million. Changes in operating assets and liabilities were primarily driven by a $135 million increase in receivables and other current assets driven by the change in the insurance reimbursements relating to the Motorola Personal Injury Lawsuits, $84 million increase in inventories in order to align inventory on hand with expected demand, and $77 million decrease in accounts payable and other liabilities as a result of lower purchase volumes and timing related to payments.

For the first six months of 2024 our operating activities provided $1,612 million in cash. This was primarily the result of net income of $1,308 million, adjustments to reconcile the net income of $602 million and changes in operating assets and liabilities of $(305) million. Adjustments to net income (loss) includes non-cash items, such as depreciation and amortization of $448 million, share-based compensation of $229 million and changes in deferred taxes of $(87) million. Changes in operating assets and liabilities were primarily driven by a $322 million decrease in accounts payable and other liabilities as a result of lower purchase volumes and timing related to payments, $15 million increase in receivables and other current assets due to the linearity of revenue between the two periods, customer mix, and the related timing of cash collection, and $14 million increase in inventories in order to align inventory on hand with expected demand, partially offset by a $46 million decrease in other non-current assets from the application of prepayments used to secure long-term production supply.

Cash Flow from Investing Activities

Net cash used for investing activities amounted to $1,108 million for the first six months of 2025 and principally consisted of the purchase of interests in business (net of cash acquired) of $679 million (acquisition of TTTech Auto), capital expenditures of $222 million, $146 million for the purchase of investments (driven primarily by the capital contributions of $70 million into VSMC and approximately $32 million into ESMC) and $62 million for the purchase of identified intangible assets, including EDA (electronic design automation).

Net cash used for investing activities amounted to $513 million for the first six months of 2024 and principally consisted of the cash outflows for capital expenditures of $411 million, $34 million for the purchase of investments (driven primarily by the initial capital contribution of approximately $22 million into ESMC), and $87 million for the purchase of identified intangible assets, including EDA (electronic design automation).

Cash Flow from Financing Activities

Net cash used for financing activities of $364 million for the first six months of 2025 was primarily driven by the repayment of commercial paper notes of $1,461 million, dividend payments to common stockholders of $515 million, purchase of treasury shares and restricted stock unit holdings of $507 million, and repurchase of long-term debt of 500 million, partially offset by the proceeds from the issuance of commercial paper notes of $2,211 million, proceeds from issuance of long-term debt of $370 million, and the proceeds from the issuance of common stock through stock plans of $39 million.

Net cash used for financing activities of $2,095 million for the first six 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 $521 million, and purchase of treasury shares and restricted stock unit holdings of $613 million; partially offset by the proceeds from the issuance of common stock through stock plans of $40 million.

27

Information Regarding Guarantors of NXP (unaudited)

Summarized Combined Financial Information for Guarantee of Securities of Subsidiaries

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

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

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

Summarized Statements of Income

			For the six months ended
($ in millions)			June 29, 2025
Revenue			3,246
Gross Profit			1,457
Operating income			305
Net income			(60)

Summarized Balance Sheets

			As of
($ in millions)			June 29, 2025						December 31, 2024
Current assets			3,121						3,273
Non-current assets			12,037						12,191
Total assets			15,158						15,464
Current liabilities			2,739						1,244
Non-current liabilities			9,958						10,967
Total liabilities			12,697						12,211
Obligor's Group equity			2,461						3,253
Total liabilities and Obligor's Group equity			15,158						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 six months ended June 29, 2025: $345 million). The Obligor Group has amounts due from equity financing (June 29, 2025: $7,114 million; December 31, 2024: $5,749 million) and due to debt financing (June 29, 2025: $3,082 million; December 31, 2024: $2,283 million) with non-guarantor subsidiaries.

28

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.

29

Non-GAAP Adjustment or Measure

Definition

Usefulness to Management and Investors

Non-GAAP Provision for income taxes

Non-GAAP provision for income taxes is NXP's GAAP provision for income taxes adjusted for the income tax effects of the adjustments to our GAAP measure, including PPA effects, restructuring costs, share-based compensation, other incidental items and certain other adjustments to financial income (expense) items. Additionally, adjustments are made for the income tax effect of any discrete items that occur in the interim period. Discrete items primarily relate to unexpected tax events that may occur as these amounts cannot be forecasted (e.g., the impact of changes in tax law and/or rates, changes in estimates or resolved tax audits relating to prior year tax provisions, the excess or deficit tax effects on share-based compensation, etc.).

The non-GAAP provision for income taxes is used to ascertain and present on a comparable basis NXP's provision for income tax after adjustments, the usefulness of which is described within this table. Additionally, the income tax effects of the adjustments to achieve the noted non-GAAP measures are used to determine NXP's non-GAAP net income (loss) attributable to stockholders and accordingly, our diluted non-GAAP earnings per share attributable to stockholders.

Free Cash Flow

Free Cash Flow represents operating cash flow adjusted for net additions to property, plant and equipment.

We believe that free cash flow provides insight into our cash-generating capability and our financial performance, and is an efficient means by which users of our financial statements can evaluate our cash flow after meeting our capital expenditure.

Net debt

Net debt represents total debt (short-term and long-term) after deduction of cash and cash equivalents and short-term deposits.

We believe this measure provides investors with useful supplemental information about the financial performance of our business, enables comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect of calculating our net leverage.

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

($ in millions)			For the three months ended
			June 29, 2025						March 30, 2025						June 30, 2024
GAAP gross profit			$	1,562					$	1,560					$	1,792
PPA effects			(7)						(8)						(12)
Restructuring			(61)						(4)						(4)
Share-based compensation			(14)						(16)						(15)
Other incidentals			(8)						(3)						(10)
Non-GAAP gross profit			$	1,652					$	1,591					$	1,833
GAAP Gross Margin			53.4		%				55.0		%				57.3		%
Non-GAAP Gross Margin			56.5		%				56.1		%				58.6		%
GAAP research and development			$	(573)					$	(547)					$	(594)
Restructuring			(3)						(7)						(4)
Share-based compensation			(58)						(64)						(58)
Other incidentals			(7)						(1)						—
Non-GAAP research and development			$	(505)					$	(475)					$	(532)
GAAP selling, general and administrative			$	(278)					$	(281)					$	(270)
PPA effects			—						—						(1)
Restructuring			(3)						(3)						2
Share-based compensation			(45)						(47)						(41)
Other incidentals			(15)						(20)						(2)
Non-GAAP selling, general and administrative			$	(215)					$	(211)					$	(228)
GAAP operating income (loss)			$	687					$	723					$	896

30

($ in millions)			For the three months ended
			June 29, 2025						March 30, 2025						June 30, 2024
GAAP operating income (loss)			$	687					$	723					$	896
PPA effects			(32)						(40)						(41)
Restructuring			(67)						(14)						(6)
Share-based compensation			(117)						(127)						(114)
Other incidentals			(32)						—						(14)
Non-GAAP operating income (loss)			$	935					$	904					$	1,071
GAAP Operating Margin			23.5		%				25.5		%				28.7		%
Non-GAAP Operating Margin			32.0		%				31.9		%				34.3		%
GAAP Income tax benefit (provision)			$	(116)					$	(130)					$	(154)
Income tax effect			32						13						15
Non-GAAP Income tax benefit (provision)			$	(148)					$	(143)					$	(169)

($ in millions)			For the three months ended
			June 29, 2025						March 30, 2025						June 30, 2024
Net cash provided by (used for) operating activities			$	779					$	565					$	761
Net capital expenditures on property, plant and equipment			(83)						(138)						(184)
Non-GAAP free cash flow			$	696					$	427					$	577

($ in millions)			For the three months ended
			June 29, 2025						March 30, 2025						June 30, 2024
Long-term debt			$	9,479					$	10,226					$	9,681
Short-term debt			1,999						1,499						499
Total debt			11,478						11,725						10,180
Less: cash and cash equivalents			(3,170)						(3,988)						(2,859)
Less: short-term deposits			—						—						(400)
Net debt			$	8,308					$	7,737					$	6,921

31

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the Company’s market risk during the first six months of 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 June 29, 2025. Based on that evaluation, the Certifying Officers concluded the Company's disclosure controls and procedures were effective as of June 29, 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 June 29, 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.We are currently in the process of integrating the TTTech Auto operations within our control environment and have excluded TTTech Auto from our evaluation.

32

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 June 29, 2025, there was no amount remaining under the 2022 Share Repurchase Program and approximately $1.8 billion under the 2024 Share Repurchase Program.

The following share repurchase activity occurred under these programs during the three months ended June 29, 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)
March 31, 2025 – May 4, 2025			663,412						$175.59						656,804						10,211,006						6,608
May 5, 2025 – June 1, 2025			441,323						$199.66						433,100						9,598,486						8,223
June 2, 2025 – June 29, 2025			—						—						—						8,452,629						—
Total			1,104,735												1,089,904												14,831

(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.

33

Item 6.    Exhibits

Exhibit Number

Exhibit Description

3.1

Articles of Association of NXP Semiconductors N.V. dated June 9, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q of NXP Semiconductors N.V., filed on July 28, 2020)

10.1*+

Form of Performance Restricted Stock Unit Award Agreement

31.1*

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

31.2*

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer

32.1*

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three and six months ended June 29, 2025 and June 30, 2024; (ii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 29, 2025 and June 30, 2024; (iii) Condensed Consolidated Balance Sheets as of June 29, 2025 and December 31, 2024; (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 29, 2025 and June 30, 2024; (v) Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 29, 2025 and June 30, 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.

34

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 24, 2025

NXP Semiconductors N.V.

/s/ William J. Betz

Name: William J. Betz, CFO

35

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: July 24, 2025

By:						/s/ Kurt Sievers
						Kurt Sievers
						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: July 24, 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 June 29, 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: July 24, 2025

By:						/s/ Kurt Sievers
						Kurt Sievers
						Chief Executive Officer

I, William J. Betz, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of NXP Semiconductors N.V. on Form 10-Q for the period ended June 29, 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: July 24, 2025

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

FAQ

How did NXPI’s Q2-25 revenue compare to last year?

Q2-25 revenue was $2.93 bn, a 6.4 % decrease from $3.13 bn in Q2-24.

What is NXP’s current gross and operating margin?

GAAP gross margin is 53.4 %; operating margin is 23.5 % for Q2-25.

How much cash did NXP return to shareholders in Q2-25?

The company paid $257 m in dividends and repurchased $204 m of shares, totaling $461 m.

Why did net debt increase during the quarter?

Net debt rose to $8.3 bn due to funding the $679 m TTTech Auto acquisition and higher commercial paper balances.

What is the status of the MEMS sensors business?

Classified as held for sale; NXP agreed to sell it to STMicro for up to $950 m, closing expected in 2026.

When will the CEO transition occur?

Rafael Sotomayor becomes CEO after Kurt Sievers retires on 28 Oct 2025; Sievers remains advisor through year-end.