Form 8-K

8-K — NXP Semiconductors N.V.

Accession: 0001413447-26-000057

Filed: 2026-10-27

Period: 2026-10-27

CIK: 0001413447

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nxpi-20261027.htm (Primary)

EX-99.1 (nxp3q26exhibit991.htm)

GRAPHIC (nxplogoa.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: nxpi-20261027.htm · Sequence: 1

nxpi-20261027

0001413447false00014134472026-10-272026-10-270001413447dei:OtherAddressMember2026-10-272026-10-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 27, 2026

NXP Semiconductors N.V.

(Exact name of Registrant as specified in charter)

Netherlands

United States

(State or other jurisdiction

of incorporation)

60 High Tech Campus 6501 W William Cannon Dr.

Eindhoven Austin Texas

5656 AG Netherlands 78735 USA

(Address of principal executive offices) (Zip code)

98-1144352 001-34841

(I.R.S. employer identification number) (Commission file number)

+31 40 2729999 +1 512 895 2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

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

Title of each class

Trading symbol(s)

Number 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 ☐

Item 2.02 Results of Operations and Financial Condition.

On October 27, 2026, NXP Semiconductors N.V. ("NXP") issued a press release regarding NXP’s financial results for its third

quarter 2026. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release dated October 27, 2026 entitled: "NXP Semiconductors Reports Third Quarter 2026 Results".

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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: October 27, 2026

NXP Semiconductors N.V.

/s/ William J. Betz

Name: William J. Betz, CFO

EX-99.1

Filename: nxp3q26exhibit991.htm · Sequence: 2

Document

NXP Semiconductors Reports Third Quarter 2026 Results

Announces $5 Billion Increase in Share Repurchase Authorization

EINDHOVEN, The Netherlands, October 27, 2026 – NXP Semiconductors N.V. (NASDAQ: NXPI) today reported financial results for the third quarter, which ended September 27, 2026. “NXP delivered third-quarter revenue of $3.8 billion, up 19 percent year-on-year and 8 percent sequentially. Our performance was driven by accelerating contributions from our company-specific growth drivers in automotive and industrial as well as continued momentum in data center infrastructure. Strong profitability leading to free cash flow generation enables NXP to invest in innovative solutions and expand manufacturing capabilities that support our long-term growth objectives, while continuing to return capital to shareholders through our newly announced $5 billion share repurchase authorization. Looking ahead, we see significant opportunities as software-defined vehicles drive increasing demand for our next-generation solutions, while data center infrastructure and Trusted Physical AI applications create new vectors for long-term growth,” said Rafael Sotomayor, NXP President and Chief Executive Officer.

Key Highlights for the Third Quarter 2026:

•Revenue was $3.79 billion, up 19 percent year-on-year;

•GAAP gross margin was 57.8 percent, GAAP operating margin was 32.4 percent and GAAP diluted Net Income per Share was $3.48;

•Non-GAAP gross margin was 58.6 percent, non-GAAP operating margin was 37.1 percent, and non-GAAP diluted Net Income per Share was $4.20;

•Cash flow from operations was $1.26 billion, with net capex investments of $50 million, resulting in non-GAAP free cash flow of $1.21 billion or 31.9 percent of revenue;

•Capital return during the quarter was $359 million, representing 29.8 percent of third quarter non-GAAP free cash flow. Dividends paid during the quarter were $256 million, and share buybacks were $103 million;

•On August 4, 2026, NXP announced that its Trimension™ Ultra-Wideband (UWB) ranging and radar solutions will be deployed by the BMW Group across its fleet, starting with selected 2026 vehicle programs;

•On August 12, 2026, NXP broke ground on its assembly and test site expansion in Malaysia;

•On September 28, 2026, VSMC, the joint venture between Vanguard International Semiconductor Corporation (VIS) and NXP Semiconductors N.V., marked the grand opening of its first 300mm fab in Singapore; and

•The NXP Board of Directors, in October after quarter end, authorized a $5 billion share repurchase program in addition to the $1.3 billion remaining under the prior authorization.

Summary of Reported Third Quarter 2026 ($ millions, unaudited) (1)

Q3 2026 Q2 2026 Q3 2025 Q - Q Y - Y

Total Revenue $ 3,786 $ 3,496 $ 3,173 8% 19%

GAAP Gross Profit $ 2,189 $ 2,002 $ 1,787 9% 22%

Gross Profit Adjustments (i)

$ (28) $ (26) $ (23)

Non-GAAP Gross Profit $ 2,217 $ 2,028 $ 1,810 9% 22%

GAAP Gross Margin 57.8 % 57.3 % 56.3 %

Non-GAAP Gross Margin 58.6 % 58.0 % 57.0 %

GAAP Operating Income (Loss) $ 1,228 $ 1,071 $ 893 15% 38%

Operating Income Adjustments (i)

$ (178) $ (157) $ (178)

Non-GAAP Operating Income $ 1,406 $ 1,228 $ 1,071 14% 31%

GAAP Operating Margin 32.4 % 30.6 % 28.1 %

Non-GAAP Operating Margin 37.1 % 35.1 % 33.8 %

GAAP Net Income (Loss) attributable to Stockholders $ 884 $ 767 $ 631 15% 40%

Net Income Adjustments (i)

$ (181) $ (151) $ (159)

Non-GAAP Net Income (Loss) Attributable to Stockholders $ 1,065 $ 918 $ 790 16% 35%

GAAP diluted Net Income (Loss) per Share (ii)

$ 3.48 $ 3.02 $ 2.48 15% 40%

Non-GAAP diluted Net Income (Loss) per Share (ii)

$ 4.20 $ 3.61 $ 3.11 16% 35%

Additional information

Q3 2026 Q2 2026 Q3 2025 Q - Q Y - Y

Automotive $ 2,070 $ 1,938 $ 1,837 7% 13%

Industrial & IoT $ 802 $ 755 $ 579 6% 39%

Mobile $ 411 $ 351 $ 430 17% -4%

Comm. Infra. & Other $ 503 $ 452 $ 327 11% 54%

DIO 148 156 161

DPO 62 60 58

DSO 30 33 31

Cash Conversion Cycle 116 129 134

Channel Inventory (weeks) 11 11 9

Gross Financial Leverage (iii)

2.0x 2.1x 2.6x

Net Financial Leverage (iv)

1.3x 1.5x 1.8x

1.Additional Information for the Third Quarter 2026:

i.For an explanation of GAAP to non-GAAP adjustments, please see “Non-GAAP Financial Measures”.

ii.Refer to Table 1 below for the weighted average number of diluted shares for the presented periods.

iii.Gross financial leverage is defined as gross debt divided by trailing twelve months adjusted EBITDA.

iv.Net financial leverage is defined as net debt divided by trailing twelve months adjusted EBITDA.

Guidance for the Fourth Quarter 2026: ($ millions, except Per Share data) (1)

GAAP Reconciliation non-GAAP

Low Mid High Low Mid High

Total Revenue $3,750 $3,850 $3,950 $3,750 $3,850 $3,950

Q-Q -1% 2% 4% -1% 2% 4%

Y-Y 12% 15% 18% 12% 15% 18%

Gross Profit $2,160 $2,238 $2,317 $(35) $2,195 $2,273 $2,352

Gross Margin 57.6% 58.1% 58.7% 58.5% 59.0% 59.5%

Operating Income (loss) $1,167 $1,235 $1,304 $(207) $1,374 $1,442 $1,511

Operating Margin 31.1% 32.1% 33.0% 36.6% 37.5% 38.3%

Financial Income (expense) $(89) $(89) $(89) $(10) $(79) $(79) $(79)

Tax rate 18.6%-19.6% 17.0%-18.0%

Equity-accounted investees $(6) $(6) $(6) $(1) $(5) $(5) $(5)

Non-controlling interests $(14) $(14) $(14) $(14) $(14) $(14)

Shares - diluted 253.8 253.8 253.8 253.8 253.8 253.8

Earnings Per Share - diluted $3.36 $3.57 $3.79 $4.14 $4.36 $4.58

Note (1) Additional Information:

1.GAAP Gross Profit is expected to include Purchase Price Accounting (“PPA”) effects, $(4) million; Share-based Compensation, $(15) million; Other Incidentals, $(16) million;

2.GAAP Operating Income (loss) is expected to include PPA effects, $(35) million; Share-based Compensation, $(132) million; Restructuring and Other Incidentals, $(40) million;

3.GAAP Financial Income (expense) is expected to include Other financial expense $(10) million;

4.GAAP Results relating to equity-accounted investees is expected to include results relating to non-foundry equity-accounted investees $(1) million;

5.GAAP diluted EPS is expected to include the adjustments noted above for PPA effects, Share-based Compensation, Restructuring and Other Incidentals in GAAP Operating Income (loss), the adjustment for Other financial expense, the adjustment for results relating to non-foundry equity-accounted investees and the adjustment on Tax due to the earlier mentioned adjustments.

NXP has based the guidance included in this release on judgments and estimates that management believes are reasonable given its assessment of historical trends and other information reasonably available as of the date of this release. Please note, the guidance included in this release consists of predictions only, and is subject to a wide range of known and unknown risks and uncertainties, many of which are beyond NXP's control. The guidance included in this release should not be regarded as representations by NXP that the estimated results will be achieved. Actual results may vary materially from the guidance we provide today. In relation to the use of non-GAAP financial information see the note regarding "Non-GAAP Financial Measures" below. For the factors, risks, and uncertainties to which judgments, estimates and forward-looking statements generally are subject see the note regarding "Forward-looking Statements." We undertake no obligation to publicly update or revise any forward-looking statements, including the guidance set forth herein, to reflect future events or circumstances.

Non-GAAP Financial Measures

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, that are not in accordance with, nor an alternative to, U.S. generally accepted accounting principles (“GAAP”). 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.

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. 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. Reconciliations of these non-GAAP measures to the most comparable measures calculated in accordance with GAAP are provided in the financial statements portion of this release in a schedule entitled “Financial Reconciliation of GAAP to non-GAAP Results (unaudited).” Please refer to the NXP Historic Financial Model file found on the Financial Information page of the Investor Relations section of our website at https://investors.nxp.com for additional information related to our rationale for using these non-GAAP financial measures, as well as the impact of these measures on the presentation of NXP's operations.

In addition to providing financial information on a basis consistent with GAAP, NXP also provides the following selected financial measures on a non-GAAP basis: (i) Gross profit, (ii) Gross margin, (iii) Research and development, (iv) Selling, general and administrative, (v) Other income, (vi) Operating income (loss), (vii) Operating margin, (viii) Financial Income (expense), (ix) Income tax benefit (provision), (x) Results relating to foundry equity-accounted investees, (xi) Net income (loss) attributable to stockholders, (xii) Earnings per Share - Diluted, (xiii) EBITDA, adjusted EBITDA and trailing 12 month adjusted EBITDA, and (xiv) free cash flow, trailing 12 month free cash flow and trailing 12 month free cash flow as a percent of Revenue. The non-GAAP information excludes, where applicable, the amortization of acquisition related intangible assets, the purchase accounting effect on inventory and property, plant and equipment, merger related costs (including integration

costs), certain items related to divestitures, share-based compensation expense, restructuring and asset impairment charges, extinguishment of debt, foreign exchange gains and losses, income tax effect on adjustments described above and results from non-foundry equity-accounted investments.

The difference in the benefit (provision) for income taxes between our GAAP and non-GAAP results relates to the income tax effects of the GAAP to non-GAAP adjustments that we make and 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.).

Conference Call and Webcast Information

The company will host a conference call with the financial community on Tuesday, October 27, 2026 at 4:30 p.m. U.S. Eastern Daylight Time (EDT) to review the third quarter 2026 results in detail.

Interested parties may preregister to obtain a user-specific access code for the call here.

The call will be webcast and can be accessed from the NXP Investor Relations website at www.nxp.com. A replay of the call will be available on the NXP Investor Relations website within 24 hours of the actual call.

About NXP Semiconductors

NXP Semiconductors N.V. (NASDAQ: NXPI) is the trusted partner for innovative solutions in the automotive, industrial & IoT, mobile, and communications infrastructure markets. NXP's "Brighter Together" approach combines leading-edge technology with pioneering people to develop system solutions that make the connected world better, safer, and more secure. The company has operations in more than 30 countries and posted revenue of $12.27 billion in 2025. Find out more at www.nxp.com.

Forward-looking Statements

This document includes forward-looking statements which include statements regarding NXP’s business strategy, financial condition, results of operations, market data, as well as any other statements which are not historical facts. By their nature, forward-looking 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 include the following: market demand and semiconductor industry conditions; our ability to successfully introduce new technologies and products; the demand for the goods into which our products are incorporated; recent changes in global trade policy including tariffs and related trade actions announced by the U.S., China and other countries, potential increase of barriers to international trade, including the imposition of new or increased tariffs, and resulting disruptions to our established supply chains; the impact of government actions and regulations, including as a result of executive orders, including restrictions on the export of products and technology; increasing and evolving cybersecurity threats and privacy risks; our ability to accurately estimate demand and match our production capacity accordingly or obtain supplies from third-party producers; our access to production from third-party outsourcing partners, and any events that might affect their business or our relationship with them; our ability to secure adequate and timely supply of equipment and materials from suppliers; our ability to avoid operational problems and product defects and, if such issues were to arise, to correct them quickly; our ability to form strategic partnerships and joint ventures and successfully cooperate with our strategic alliance partners; our ability to win competitive bid selection processes; our ability to develop products for use in our customers’ equipment and products; our ability to successfully hire and retain key management and senior product engineers; global hostilities, including the invasion of Ukraine by Russia and resulting regional instability, sanctions and any other retaliatory measures taken against Russia, and the continued hostilities and armed conflict in the Middle East including the ongoing military conflict involving Iran and the resulting disruption to energy markets, industrial gas supplies and global logistical routes, which could adversely impact the global supply chain, disrupt our operations or negatively impact the demand for our products in our primary end markets; our ability to maintain good relationships with our suppliers; our ability to integrate acquired businesses in an efficient and effective manner; our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before maturity to meet our debt service, research and development and capital investment requirements; and a change in tax laws could have an effect on our estimated effective tax rates. In addition, this document 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. NXP has based these assumptions on information currently available, if any one or more of these assumptions turn out to be incorrect, actual results may differ from those predicted. While NXP does not know what impact any such differences may have on its business, if there are such differences, its future results of operations and its financial condition could be materially adversely affected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made. Except for any ongoing obligation to disclose material information as required by the United States federal securities laws, NXP does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document, whether to reflect any future events or circumstances or otherwise. For a discussion of potential risks and uncertainties, please refer to the risk factors listed in our SEC filings. Copies of our SEC filings are available on our Investor Relations website, www.nxp.com/investor or from the SEC website, www.sec.gov.

For further information, please contact:

Investors: Media:

Jeff Palmer Paige Iven

jeff.palmer@nxp.com paige.iven@nxp.com

+1 408 205 0687 +1 817 975 0602

Mike Lucarelli

mike.lucarelli@nxp.com

+1 617 943 6892

NXP-CORP

NXP Semiconductors

Table 1: Condensed consolidated statement of operations (unaudited)

($ in millions except share data) Three months ended

September 27, 2026 June 28, 2026 September 28, 2025

Revenue $ 3,786 $ 3,496 $ 3,173

Cost of revenue (1,597) (1,494) (1,386)

Gross profit 2,189 2,002 1,787

Research and development (615) (604) (575)

Selling, general and administrative (313) (291) (286)

Amortization of acquisition-related intangible assets (30) (31) (31)

Total operating expenses (958) (926) (892)

Other income (expense) (3) (5) (2)

Operating income (loss) 1,228 1,071 893

Financial income (expense):

Other financial income (expense) (97) (97) (98)

Income (loss) before income taxes 1,131 974 795

Benefit (provision) for income taxes (228) (189) (148)

Results relating to equity-accounted investees (4) (3) (1)

Net income (loss) 899 782 646

Less: Net income (loss) attributable to non-controlling interests 15 15 15

Net income (loss) attributable to stockholders 884 767 631

Earnings per share data:

Net income (loss) per common share attributable to stockholders in $

Basic $ 3.51 $ 3.04 $ 2.50

Diluted $ 3.48 $ 3.02 $ 2.48

Weighted average number of shares of common stock outstanding during the period (in thousands):

Basic 252,123 252,415 252,170

Diluted 253,831 254,021 254,310

NXP Semiconductors

Table 2: Condensed consolidated balance sheet (unaudited)

($ in millions) As of

September 27, 2026 June 28, 2026 September 28, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 3,943 $ 3,222 $ 3,454

Short-term deposits — — 500

Accounts receivable, net 1,260 1,274 1,095

Assets held for sale 92 92 292

Inventories, net 2,596 2,557 2,452

Other current assets 544 539 716

Total current assets 8,435 7,684 8,509

Non-current assets:

Deferred tax assets 1,297 1,242 1,313

Other non-current assets 3,432 3,195 2,186

Property, plant and equipment, net 2,803 2,835 3,086

Identified intangible assets, net 1,381 1,441 1,139

Goodwill 10,259 10,268 10,121

Total non-current assets 19,172 18,981 17,845

Total assets 27,607 26,665 26,354

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable 1,089 984 886

Restructuring liabilities-current 83 111 49

Other current liabilities 1,799 1,672 1,384

Short-term debt 999 999 1,264

Total current liabilities 3,970 3,766 3,583

Non-current liabilities:

Long-term debt 9,979 9,977 10,971

Restructuring liabilities 65 65 60

Other non-current liabilities 1,128 1,096 1,313

Total non-current liabilities 11,172 11,138 12,344

Non-controlling interests 377 362 382

Stockholders’ equity 12,088 11,399 10,045

Total equity 12,465 11,761 10,427

Total liabilities and equity 27,607 26,665 26,354

NXP Semiconductors

Table 3: Condensed consolidated statement of cash flows (unaudited)

($ in millions) Three months ended

September 27, 2026 June 28, 2026 September 28, 2025

Cash flows from operating activities:

Net income (loss) $ 899 $ 782 $ 646

Cash flows provided by (used for) operating activities:

Depreciation and amortization 192 184 201

Share-based compensation 114 105 118

Amortization of discount (premium) on debt, net 1 — 1

Amortization of debt issuance costs 1 2 2

Net (gain) loss on sale of assets — — (1)

Results relating to equity-accounted investees 4 3 1

(Gain) loss on equity securities, net 2 1 (1)

Deferred tax expense (benefit) (43) (13) (8)

Changes in operating assets and liabilities:

(Increase) decrease in receivables and other current assets 11 14 54

(Increase) decrease in inventories (39) (34) (96)

Increase (decrease) in accounts payable and other liabilities 196 (136) (219)

(Increase) decrease in other non-current assets (97) (48) (123)

Exchange differences 11 3 8

Other items 4 (3) 2

Net cash provided by (used for) operating activities 1,256 860 585

Cash flows from investing activities:

Purchase of identified intangible assets (36) (37) (23)

Capital expenditures on property, plant and equipment (51) (69) (77)

Proceeds from the disposals of property, plant and equipment 1 — 1

Purchase of interests in businesses, net of cash acquired — — (11)

Advance proceeds related to business disposition 34 — —

Investment in short-term deposits 0 — (500)

Purchase of investments (124) (132) (173)

Proceeds from the sale of investments (1) 1 —

Net cash provided by (used for) investing activities (177) (237) (783)

Cash flows from financing activities:

Repurchase of long-term debt — (750) —

Proceeds from the issuance of long-term debt — — 1,498

Cash paid for debt issuance costs — — (8)

Proceeds from the issuance of commercial paper notes — — 215

Repayment of commercial paper notes — — (950)

Dividends paid to non-controlling interests (30) — —

Dividends paid to common stockholders (256) (256) (256)

Proceeds from issuance of common stock through stock plans 34 1 38

Purchase of treasury shares and restricted stock unit withholdings (103) (104) (54)

Other, net — — (1)

Net cash provided by (used for) financing activities (355) (1,109) 482

Effect of changes in exchange rates on cash positions (3) — —

Increase (decrease) in cash and cash equivalents 721 (486) 284

Cash and cash equivalents at beginning of period 3,222 3,708 3,170

Cash and cash equivalents at end of period 3,943 3,222 3,454

NXP Semiconductors

Table 4: Financial Reconciliation of GAAP to non-GAAP Results (unaudited)

($ in millions except share data) Three months ended

September 27, 2026 June 28, 2026 September 28, 2025

GAAP Gross Profit $ 2,189 $ 2,002 $ 1,787

PPA Effects (6) (5) (6)

Restructuring 9 — —

Share-based compensation (14) (12) (15)

Other incidentals (17) (9) (2)

Non-GAAP Gross Profit $ 2,217 $ 2,028 $ 1,810

GAAP Research and development $ (615) $ (604) $ (575)

Restructuring (3) 4 (1)

Share-based compensation (53) (54) (57)

Other incidentals (2) (4) (2)

Non-GAAP Research and development $ (557) $ (550) $ (515)

GAAP Selling, general and administrative $ (313) $ (291) $ (286)

PPA effects — — (1)

Restructuring (1) 4 (2)

Share-based compensation (47) (39) (46)

Other incidentals (12) (12) (14)

Non-GAAP Selling, general and administrative $ (253) $ (244) $ (223)

GAAP Other income (expense) $ (3) $ (5) $ (2)

Other incidentals (2) 1 (1)

Non-GAAP Other income (expense) $ (1) $ (6) $ (1)

GAAP Operating income (loss) $ 1,228 $ 1,071 $ 893

PPA effects (36) (36) (38)

Restructuring 5 8 (3)

Share-based compensation (114) (105) (118)

Other incidentals (33) (24) (19)

Non-GAAP Operating income (loss) $ 1,406 $ 1,228 $ 1,071

GAAP Financial income (expense) $ (97) $ (97) $ (98)

Foreign exchange gain (loss) (9) (5) (6)

Other financial income (expense) (3) (5) (1)

Non-GAAP Financial income (expense) $ (85) $ (87) $ (91)

GAAP Income tax benefit (provision) $ (228) $ (189) $ (148)

Income tax effect 9 16 25

Non-GAAP Income tax benefit (provision) $ (237) $ (205) $ (173)

($ in millions except share data) Three months ended

September 27, 2026 June 28, 2026 September 28, 2025

GAAP Results relating to equity-accounted investees $ (4) $ (3) $ (1)

Results relating to equity-accounted investees, excluding Foundry investees1

— — 1

Non-GAAP Results relating to equity-accounted investees $ (4) $ (3) $ (2)

GAAP Net income (loss) $ 899 $ 782 $ 646

Less: Net income (loss) attributable to non-controlling interest 15 15 15

GAAP Net income (loss) attributable to stockholders $ 884 $ 767 $ 631

PPA Effects (36) (36) (38)

Restructuring 5 8 (3)

Share-based compensation (114) (105) (118)

Other incidentals (33) (24) (19)

Other adjustments:

Adjustments to financial income (expense) (12) (10) (7)

Income tax effect 9 16 25

Results relating to equity-accounted investees, excluding Foundry investees1

— — 1

Non-GAAP Net income (loss) attributable to stockholders $ 1,065 $ 918 $ 790

GAAP net income (loss) per common share attributable to stockholders - diluted $ 3.48 $ 3.02 $ 2.48

PPA Effects (0.14) (0.14) (0.15)

Restructuring 0.02 0.03 (0.01)

Share-based compensation (0.45) (0.41) (0.47)

Other incidentals (0.14) (0.09) (0.08)

Other adjustments:

Adjustments to financial income (expense) (0.05) (0.04) (0.02)

Income tax effect 0.04 0.06 0.10

Results relating to equity-accounted investees, excluding Foundry investees1

— — —

Non-GAAP net income (loss) per common share attributable to stockholders - diluted $ 4.20 $ 3.61 $ 3.11

Additional Information:

1.We adjust our results relating to equity-accounted investees for those results from investments over which NXP has significant influence, but not control, and whose business activities are not related to the core operating performance of NXP. Our equity-investments in foundry partners are part of our long-term core operating performance and accordingly those results comprise the Non-GAAP Results relating to equity-accounted investees.

NXP Semiconductors

Table 5: Adjusted EBITDA and Free Cash Flow (unaudited)

($ in millions) Three months ended

September 27, 2026 June 28, 2026 September 28, 2025

GAAP Net income (loss) $ 899 $ 782 $ 646

Reconciling items to EBITDA (Non-GAAP)

Financial (income) expense 97 97 98

(Benefit) provision for income taxes 228 189 148

Depreciation and impairment 123 114 132

Amortization 69 70 69

EBITDA (Non-GAAP) $ 1,416 $ 1,252 $ 1,093

Reconciling items to adjusted EBITDA (Non-GAAP)

Results of equity-accounted investees, excluding Foundry investees1

— — (1)

Restructuring (5) (8) 3

Share-based compensation 114 105 118

Other incidental items2

22 20 19

Adjusted EBITDA (Non-GAAP) $ 1,547 $ 1,369 $ 1,232

Trailing twelve month adjusted EBITDA (Non-GAAP) $ 5,421 $ 5,106 $ 4,648

Additional Information:

1.Refer to Table 4 above for further information regarding the results relating to equity-accounted investees.

2. Excluding depreciation and impairment or amortization relating to:

–other incidental items

11 4 —

($ in millions) Three months ended

September 27, 2026 June 28, 2026 September 28, 2025

Net cash provided by (used for) operating activities $ 1,256 $ 860 $ 585

Net capital expenditures on property, plant and equipment (50) (69) (76)

Non-GAAP free cash flow $ 1,206 $ 791 $ 509

Trailing twelve month non-GAAP free cash flow $ 3,504 $ 2,807 $ 1,924

Trailing twelve month non-GAAP free cash flow

as percent of Revenue 25 % 21 % 16 %

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