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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedJune 29, 2025 or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromCommission File Number:001-34841 Netherlands(State or other jurisdiction of incorporation or organization) Common shares, EUR 0.20 par value Yes☒No☐Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 Yes☒No☐ 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.☒ 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 were252,114,595shares of our common stock, €0.20 par value per share, issued and outstanding. Form10-QFor the Fiscal Quarter Ended June 29, 2025TABLE OF CONTENTSPart I Controls and Procedures Part II Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationExhibits The financial information included in this Form 10-Q is based on United States Generally Accepted Accounting Principles (U.S.GAAP), unless otherwise indicated. Net income (loss)Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation and amortization416Share-based compensation244Amortization of discount (premium) on debt, net1 (Gain) loss on equity security, net Results relating to equity-accounted investees32Deferred tax expense (benefit)(24)Changes in operating assets and liabilities:(Increase) decrease in receivables and other current assets(135) Exchange differencesOther items 1Net cash provided by (used for) operating activities1,344Cash flows from investing activities: Capital expenditures on property, plant and equipment(222)Insurance recoveries received for equipment damage—Proceeds from disposals of property, plant and equipment1Purchase of interests in businesses, net of cash acquired(679)Proceeds of short-term deposits— Net cash provided by (used for) investing activitiesCash flows from financing activities: Repurchase of long-term debt(500)Proceeds from the issuance of long-term debt370Proceeds from issuance of commercial paper notes2,211Repayment of commercial paper notes(1,461) Purchase of treasury shares and restricted stock unit withholdings (1)Net cash provided by (used for) financing activities(364) Supplemental disclosures to the Condensed Consolidated Cash flows 150Income taxes, net of refunds263Net gain (loss) on sale of assets:Cash proceeds from the sale of assets37 Non-cash capital expenditures See accompanying notes to the Condensed Consolidated Financial Statements Outstandingnumber ofshares (inthousands)CommonstockCapital inexcess ofpar valueTreasuryshares atcostlatedothercompre-hensiveincome(loss)Accumu-lateddeficitTotalstock-holders’equityNon-con-trollinginterestsBalance as of December 31,254,3245614,962(4,004)(17)(1,814)9,183348 Treasury shares repurchased and Dividends common stock ($1.014(257)(257)Balance as of March 30,253,1495615,093(4,253)29(1,603)9,322355Net income (loss)445445 7016(9)Treasury shares repurchased and(1,105)(204) Balance as of June 29, 2025 OutstandingAccumu-latedothercompre-TotalNon- thousands)stockpar valuecost(loss)deficitequityinterestsBalance as of December 31,257,1905614,501(3,210)90(2,793)8,644316Net income (loss)6396395 Shares issued pursuant to stock22844 Balance as of June 30, 2024254,9765614,730(3,762) See accompanying notes to the Condensed Consolidated Financial Statements Report on Form 10-K for the year endedDecember 31, 2024.Segment reportingNXP has one reportable segment representing the entity as a whole, aligning with our organizational structure and with the way our Our CODM regularly reviews income and expense items at the consolidated company (reporting segment) level and uses net incometo evaluate income generated from total assets to evaluate whether and how to reinvest profits into the entity’s operations, shareholder competitive analysis. These interim income and expense items are as included on the Consolidated Statements of Operations and inour notes to the Consolidated Financial Statements. On April 23, 2025, Kurt Sievers, the CEO and President of the Company, provided notice that he would voluntarily retire as CEO andexecutive 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 beendesignated as CEO upon Mr. Sievers’s retirement from his CEO role. Mr. Sievers will remain a strategic advisor to NXP throughDecember 31, 2025.AcquisitionsOn June 17, 2025, NXP announced the acqui