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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,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 September 30,2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:000-22339 RAMBUS INC.(Exact name of registrant as specified in its charter)Delaware 94-3112828(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)4453 North First Street Suite 100 San Jose,California 95134(Address of principal executive offices)(ZIP Code)Registrants telephone number,including area code:(408)462-8000 Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading SymbolName of Each Exchange on Which RegisteredCommon Stock,$0.001 Par ValueRMBSThe Nasdaq Stock Market LLC (The Nasdaq Global Select Market)Securities registered pursuant to Section 12(g)of the Act:None 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 The number of shares outstanding of the registrants Common Stock,par value$0.001 per share,was 107,650,133 as of September 30,2025.2RAMBUS INC.TABLE OF CONTENTS PAGENote Regarding Forward-Looking Statements3PART I.FINANCIAL INFORMATION5Item 1.Financial Statements(Unaudited):5Condensed Consolidated Balance Sheets as of September 30,2025 and December 31,20245Condensed Consolidated Statements of Income for the three and nine months ended September 30,2025 and 20246Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30,2025 and 2024 7Condensed Consolidated Statements of Stockholders Equity for the three and nine months ended September 30,2025 and 20248Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,2025 and 202410Notes to Unaudited Condensed Consolidated Financial Statements11Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures About Market Risk36Item 4.Controls and Procedures37PART II.OTHER INFORMATION38Item 1.Legal Proceedings38Item 1A.Risk Factors38Item 2.Unregistered Sales of Equity Securities and Use of Proceeds63Item 3.Defaults Upon Senior Securities63Item 4.Mine Safety Disclosures63Item 5.Other Information63Item 6.Exhibits64Signature65 3NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Quarterly Report on Form 10-Q(“Quarterly Report”)contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.These forward-looking statements include,without limitation,predictions regarding the following aspects of our future:Success in the markets of our products and services or our customers products;Sources of competition;Research and development costs and improvements in technology;Sources,amounts and concentration of revenue,including royalties;Success in signing and renewing customer agreements,including license agreements;The timing of completing engineering deliverables and the changes to work required;Success in obtaining new technology development contracts booked in the future;Success in adding and maintaining new customers;Success in obtaining orders from our customers,and our ability to accurately anticipate and meet our customers demands;Success in entering and growth in new markets;Levels of variation in our customers shipment volumes,sales prices and product mix;Variation in contract and other revenue,based on varying revenue recognized from contract and other revenue;Implications of short-term or long-term increases in our research and development expenses;Short-term increases in cost of product revenue;Variation in our sales,general and administrative expenses;Terms of our licenses and amounts owed under license agreements;Technology product development;Perceived or actual changes in the quality of our products;Dispositions,acquisitions,mergers or strategic transactions and our related integration efforts;Impairment of goodwill and long-lived assets;Pricing policies of our customers;Changes in our strategy and business model,including the expansion of our portfolio of products,software,services,inventions and solutions to address additional markets in memory,chip and security;Deterioration of financial health of commercial counterparties and their ability to meet their obligations to us;Effects of security breaches or failures in our or our customers products,systems and services on our business;Engineering,sales,legal,advertising,marketing,general and administration,and other expenses;Contract revenue;Operating results;Continued product revenue growth,specifically in connection with the growth in sales of our memory interface chips;International licenses,operations and expansion;Effects of changes in the economy and credit market on our industry and business;Effects of natural disasters,climate change and extreme weather events on our supply chain;Ability to identify,attract,motivate and retain qualified personnel;Effects of government regulations on our industry and business;4Manufacturing,shipping and supply partners,supply chain availability and/or sale and distribution channels;Growth in our business;Methods,estimates and judgments in accounting policies;Adoption of new accounting pronouncements;Effective tax rates,including as a result of recent U.S.tax legislation;Restructurings and plans of termination;Realization of deferred tax assets/release of deferred tax valuation allowance;Trading price of our common stock;Internal control environment;Protection of intellectual property(“IP”);Any changes in laws,agency actions and judicial rulings that may impact the ability to enforce our IP rights;Indemnification and technical support obligations;Equity repurchase programs;Issuances of debt or equity securities,which could involve restrictive covenants or be dilutive to our existing stockholders;Effects of fluctuations in interest rates and currency exchange rates;Effects of a varying rate of inflation;Effects of U.S.government restrictions on exports,including with China;Effects of current and future uncertainty in the worldwide economy,including major central bank policies and worldwide changes in credit markets;Effects of changes in macroeconomic conditions,increased risk of recession and geopolitical issues;Management of supply chain risks;andOutcome and effect of potential future IP litigation and other significant litigation.You can identify these and other forward-looking statements by the use of words such as“may,”“future,”“shall,”“should,”“expects,”“plans,”“anticipates,”“believes,”“estimates,”“predicts,”“intends,”“potential,”“continue,”“projecting”or the negative of such terms,or other comparable terminology.Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors,including those set forth under Part II,Item 1A,“Risk Factors.”All forward-looking statements included in this document are based on our assessment of information available to us at this time.We assume no obligation to update any forward-looking statements.5PART IFINANCIAL INFORMATIONItem 1.Financial StatementsRAMBUS INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)(In thousands,except shares and par value)September 30,2025 December 31,2024 ASSETS Current assets:Cash and cash equivalents$79,200$99,775 Marketable securities 594,103 382,023 Accounts receivable 105,377 122,813 Unbilled receivables 25,882 25,070 Inventories 44,606 44,634 Prepaids and other current assets 19,563 15,942 Total current assets 868,731 690,257 Intangible assets,net 11,891 17,059 Goodwill 286,812 286,812 Property and equipment,net 100,424 75,509 Operating lease right-of-use assets 18,215 21,454 Deferred tax assets 112,643 136,466 Income taxes receivable 2,946 109,947 Other assets 4,710 5,632 Total assets$1,406,372$1,343,136 LIABILITIES&STOCKHOLDERS EQUITY Current liabilities:Accounts payable$12,776$18,522 Accrued salaries and benefits 16,372 19,193 Deferred revenue 23,809 19,903 EDA tools software licenses liability 11,883 8,438 Operating lease liabilities 6,135 5,617 Other current liabilities 3,855 10,139 Total current liabilities 74,830 81,812 Long-term operating lease liabilities 20,301 24,534 Long-term income taxes payable 1,329 109,383 Long-term EDA tools software licenses liability 17,522 1,588 Other long-term liabilities 3,892 5,127 Total liabilities 117,874 222,444 Commitments and contingencies(Notes 9,10 and 14)Stockholders equity:Convertible preferred stock,$0.001 par value:Authorized:5,000,000 shares;issued and outstanding:no shares as of September 30,2025 and December 31,2024 Common stock,$0.001 par value:Authorized:500,000,000 shares;issued and outstanding:107,650,133 shares as of September 30,2025 and 106,843,112 shares as of December 31,2024 108 107 Additional paid-in capital 1,275,619 1,275,505 Retained earnings(accumulated deficit)12,955 (153,660)Accumulated other comprehensive loss (184)(1,260)Total stockholders equity 1,288,498 1,120,692 Total liabilities and stockholders equity$1,406,372$1,343,136 Refer to Notes to Unaudited Condensed Consolidated Financial Statements 6RAMBUS INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME(Unaudited)Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(In thousands,except per share amounts)2025 2024 2025 2024 Revenue:Product revenue$93,342$66,394$250,976$173,446 Royalties 65,120 64,105 207,702 167,961 Contract and other revenue 20,051 15,014 58,708 54,115 Total revenue 178,513 145,513 517,386 395,522 Cost of revenue:Cost of product revenue 34,337 24,554 97,338 67,381 Cost of contract and other revenue 531 752 1,708 2,307 Amortization of acquired intangible assets 1,724 2,796 5,158 8,904 Total cost of revenue 36,592 28,102 104,204 78,592 Gross profit 141,921 117,411 413,182 316,930 Operating expenses:Research and development 49,511 41,299 138,462 119,183 Sales,general and administrative 29,155 25,867 85,328 76,096 Amortization of acquired intangible assets 94 476 Impairment of assets 1,071 Change in fair value of earn-out liability (4,544)(5,044)Total operating expenses 78,666 62,716 223,790 191,782 Operating income 63,255 54,695 189,392 125,148 Interest income and other income(expense),net 6,327 4,667 16,411 13,654 Interest expense (294)(327)(1,053)(1,064)Interest and other income(expense),net 6,033 4,340 15,358 12,590 Income before income taxes 69,288 59,035 204,750 137,738 Provision for income taxes 20,911 10,370 38,135 20,119 Net income$48,377$48,665$166,615$117,619 Net income per share:Basic$0.45$0.45$1.55$1.09 Diluted$0.44$0.45$1.53$1.08 Weighted-average shares used in per share calculation:Basic 107,622 107,235 107,483 107,681 Diluted 109,304 108,474 108,962 109,318 Refer to Notes to Unaudited Condensed Consolidated Financial Statements 7RAMBUS INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(In thousands)2025 2024 2025 2024 Net income$48,377$48,665$166,615$117,619 Other comprehensive income(loss):Foreign currency translation adjustment 135 97 660 (51)Unrealized gain on marketable securities,net of tax 443 1,426 416 877 Total comprehensive income$48,955$50,188$167,691$118,445 Refer to Notes to Unaudited Condensed Consolidated Financial Statements 8 RAMBUS INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY(Unaudited)For the Three Months Ended September 30,2025 Common Stock AdditionalPaid-in Retained Earnings(Accumulated AccumulatedOtherComprehensive (In thousands)Shares Amount Capital Deficit)Gain(Loss)Total Balances as of June 30,2025 107,594$108$1,264,056$(35,422)$(762)$1,227,980 Net income 48,377 48,377 Foreign currency translation adjustment 135 135 Unrealized gain on marketable securities,net of tax 443 443 Common stock issued under employee stock plans,net of withholding taxes 56 (2,643)(2,643)Stock-based compensation 14,206 14,206 Balances as of September 30,2025 107,650$108$1,275,619$12,955$(184)$1,288,498 For the Three Months Ended September 30,2024 Common Stock AdditionalPaid-in Accumulated AccumulatedOtherComprehensive (In thousands)Shares Amount Capital Deficit Gain(Loss)Total Balances as of June 30,2024 107,680$108$1,295,277$(264,527)$(1,966)$1,028,892 Net income 48,665 48,665 Foreign currency translation adjustment 97 97 Unrealized gain on marketable securities,net of tax 1,426 1,426 Common stock issued under employee stock plans,net of withholding taxes 68 (1,623)(1,623)Repurchase and retirement of common stock under repurchase program (1,173)(1)(50,469)(50,470)Stock-based compensation 11,998 11,998 Balances as of September 30,2024 106,575$107$1,255,183$(215,862)$(443)$1,038,985 9 For the Nine Months Ended September 30,2025 Common Stock AdditionalPaid-in Retained Earnings(Accumulated AccumulatedOtherComprehensive (In thousands)Shares Amount Capital Deficit)Gain(Loss)Total Balances as of December 31,2024 106,843$107$1,275,505$(153,660)$(1,260)$1,120,692 Net income 166,615 166,615 Foreign currency translation adjustment 660 660 Unrealized gain on marketable securities,net of tax 416 416 Common stock issued under employee stock plans,net of withholding taxes 913 1 (33,898)(33,897)Repurchase and retirement of common stock under repurchase program (106)(5,810)(5,810)Stock-based compensation 39,822 39,822 Balances as of September 30,2025 107,650$108$1,275,619$12,955$(184)$1,288,498 For the Nine Months Ended September 30,2024 Common Stock AdditionalPaid-in Accumulated AccumulatedOtherComprehensive (In thousands)Shares Amount Capital Deficit Gain(Loss)Total Balances as of December 31,2023 107,854$108$1,324,796$(285,534)$(1,269)$1,038,101 Net income 117,619 117,619 Foreign currency translation adjustment (51)(51)Unrealized gain on marketable securities,net of tax 877 877 Common stock issued under employee stock plans,net of withholding taxes 932 1 (36,866)(36,865)Repurchase and retirement of common stock under repurchase program (2,211)(2)(65,892)(47,947)(113,841)Stock-based compensation 33,145 33,145 Balances as of September 30,2024 106,575$107$1,255,183$(215,862)$(443)$1,038,985 Refer to Notes to Unaudited Condensed Consolidated Financial Statements 10RAMBUS INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)Nine Months EndedSeptember 30,(In thousands)2025 2024 Cash flows from operating activities:Net income$166,615$117,619 Adjustments to reconcile net income to net cash provided by operating activities:Stock-based compensation 39,822 33,145 Depreciation 25,654 23,000 Amortization of intangible assets 5,158 9,380 Deferred income taxes 22,888 (2,217)Impairment of assets 1,071 Change in fair value of earn-out liability (5,044)Other 1 19 Change in operating assets and liabilities:Accounts receivable 17,466 (4,279)Unbilled receivables 66 20,938 Prepaids and other current assets (3,595)(1,694)Inventories 28 (12,751)Income taxes receivable (11,944)(15,502)Accounts payable (5,153)2,295 Accrued salaries and benefits and other liabilities (6,502)(9,666)Income taxes payable 10,213 17,890 Deferred revenue 3,583 1,259 Operating lease liabilities (4,098)(3,848)Net cash provided by operating activities 260,202 171,615 Cash flows from investing activities:Purchases of property and equipment (20,325)(24,208)Purchases of marketable securities (498,171)(278,158)Maturities of marketable securities 287,055 206,861 Proceeds from sales of marketable securities 85,722 Proceeds from sale of non-marketable equity security 22,796 Net cash provided by(used in)investing activities (231,441)13,013 Cash flows from financing activities:Proceeds from issuance of common stock under employee stock plans 3,743 3,447 Payments of taxes on restricted stock units (37,640)(40,312)Payments under installment payment arrangements (10,163)(12,699)Payment of deferred purchase consideration from acquisition (2,450)Repurchase and retirement of common stock (5,810)(113,312)Net cash used in financing activities (49,870)(165,326)Effect of exchange rate changes on cash and cash equivalents 534 (89)Net increase(decrease)in cash and cash equivalents (20,575)19,213 Cash and cash equivalents at beginning of period 99,775 94,767 Cash and cash equivalents at end of period$79,200$113,980 Non-cash investing and financing activities:Property and equipment received and accrued in accounts payable and other liabilities$713$1,510 Operating lease right-of-use assets obtained in exchange for operating lease obligations$3,331 (1)Excludes non-cash write-down of income taxes receivable and release of income taxes payable of$118.9 million,including interest,related to South Korea withholding taxes.Refer to Note 13,“Income Taxes.”Refer to Notes to Unaudited Condensed Consolidated Financial Statements(1)(1)11RAMBUS INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS1.Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Rambus Inc.(“Rambus”or the“Company”)and its wholly owned subsidiaries.All intercompany accounts and transactions have been eliminated in the accompanying Unaudited Condensed Consolidated Financial Statements.In the opinion of management,the Unaudited Condensed Consolidated Financial Statements include all adjustments(consisting only of normal recurring items)necessary to state fairly the financial position and results of operations for each interim period presented.Interim results are not necessarily indicative of results for a full year.Financial Statement PreparationThe Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission(the“SEC”)applicable to interim financial information.Certain information and note disclosures included in the financial statements prepared in accordance with generally accepted accounting principles(“GAAP”)have been omitted in these interim statements pursuant to such SEC rules and regulations.The information included in this Form 10-Q should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto in Form 10-K for the year ended December 31,2024.Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.Actual results could differ materially from those estimates.ReclassificationsCertain prior-year balances were reclassified to conform to the current years presentation.None of these reclassifications had an impact on reported net income or cash flows for any of the periods presented.Significant Accounting PoliciesThere were no material changes to Rambus significant accounting policies disclosed in Note 2,“Summary of Significant Accounting Policies,”of Notes to Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended December 31,2024.2.Recent Accounting PronouncementsRecent Accounting Pronouncements Not Yet AdoptedIn December 2023,the Financial Accounting Standards Board(“FASB”)issued Accounting Standards Update(“ASU”)No.2023-09,“Income Taxes(Topic 740):Improvements to Income Tax Disclosures.”This guidance requires additional disclosures related to rate reconciliation,income taxes paid and other disclosures.For each annual period presented,public business entities are required to 1)disclose specific categories in the rate reconciliation and 2)provide additional information for reconciling items that meet a quantitative threshold.In addition,this ASU requires all reporting entities to disclose on an annual basis the amount of income taxes paid disaggregated by federal,state and foreign taxes,as well as the amount of income taxes paid disaggregated by individual jurisdictions which meet a quantitative threshold.This ASU is effective for annual reporting periods beginning after December 15,2024,with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance.The amendments in this ASU should be applied on a prospective basis,with 12retrospective application permitted.The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.In November 2024,the FASB issued ASU No.2024-03,“Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures(Subtopic 220-40):Disaggregation of Income Statement Expenses(“ASU 2024-03”).”This guidance requires public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods,including amounts of inventory purchases,employee compensation,and depreciation and amortization included in each income statement expense caption,as applicable.The ASU also requires a qualitative description of the amounts remaining in expense captions that are not separately disaggregated quantitatively,as well as disclosure of the total amount of selling expenses and,in annual reporting periods,the entitys definition of selling expenses.This ASU is effective for annual reporting periods beginning after December 15,2026 and interim reporting periods beginning after December 15,2027.Early adoption is permitted.The amendments in this ASU may be applied either on a prospective or retrospective basis.The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.In July 2025,the FASB issued ASU No.2025-05,“Financial InstrumentsCredit Losses(Topic 326):Measurement of Credit Losses for Accounts Receivable and Contract Assets.”This guidance provides public business entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.The practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.This ASU is effective for annual reporting periods beginning after December 15,2025,and interim reporting periods within those annual reporting periods.The amendments in this ASU should be applied on a prospective basis.The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.3.Revenue RecognitionContract BalancesThe contract assets are primarily related to the Companys fixed fee intellectual property(“IP”)licensing arrangements and rights to consideration for performance obligations delivered but not billed as of September 30,2025.The Companys contract balances were as follows:As of(In thousands)September 30,2025 December 31,2024 Unbilled receivables$29,038$29,104 Deferred revenue$25,439$21,852 During the nine months ended September 30,2025,the Company recognized$18.5 million of revenue that was included in deferred revenue as of December 31,2024.During the nine months ended September 30,2024,the Company recognized$16.4 million of revenue that was included in deferred revenue as of December 31,2023.Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied,or partially unsatisfied,which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods.Contracted but unsatisfied performance obligations were approximately$23.9 million as of September 30,2025,which the Company primarily expects to recognize over the next two years.4.Earnings Per ShareBasic earnings per share is calculated by dividing the net income by the weighted-average number of common shares outstanding during the period.Diluted earnings per share is calculated by dividing the earnings by the weighted-average number of common shares and potentially dilutive securities outstanding during the period.Potentially dilutive common shares 13consist of restricted stock units,incremental common shares issuable upon exercise of stock options and employee stock purchases.The dilutive effect of outstanding shares is reflected in diluted earnings per share using the treasury stock method,as applicable.This method includes consideration of the amounts to be paid by the employees,the amount of excess tax benefits that would be recognized in equity if the instrument was exercised and the amount of unrecognized stock-based compensation related to future services.No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported.The following table sets forth the computation of basic and diluted net income per share:Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(In thousands,except per share amounts)2025 2024 2025 2024 Net income per share:Numerator:Net income$48,377$48,665$166,615$117,619 Denominator:Weighted-average shares outstanding-basic 107,622 107,235 107,483 107,681 Effect of potentially dilutive common shares 1,682 1,239 1,479 1,637 Weighted-average shares outstanding-diluted 109,304 108,474 108,962 109,318 Basic net income per share$0.45$0.45$1.55$1.09 Diluted net income per share$0.44$0.45$1.53$1.08 5.Intangible Assets,Net The components of the Companys intangible assets as of September 30,2025 and December 31,2024 were as follows:As of September 30,2025(In thousands,except useful life)Useful Life Gross CarryingAmount AccumulatedAmortization Net CarryingAmount Existing technology 3 to 10 years$288,001$(276,110)$11,891 Customer contracts and contractual relationships 0.5 to 10 years 37,496 (37,496)Non-compete agreements and trademarks 3 years 300 (300)Total intangible assets$325,797$(313,906)$11,891 As of December 31,2024(In thousands,except useful life)Useful Life Gross CarryingAmount AccumulatedAmortization Net CarryingAmount Existing technology 3 to 10 years$288,001$(270,954)$17,047 Customer contracts and contractual relationships 0.5 to 10 years 37,496 (37,484)12 Non-compete agreements and trademarks 3 years 300 (300)Total intangible assets$325,797$(308,738)$17,059 Amortization expense for intangible assets for the three and nine months ended September 30,2025 was$1.7 million and$5.2 million,respectively.Amortization expense for intangible assets for the three and nine months ended September 30,2024 was$2.9 million and$9.4 million,respectively.14The estimated future amortization of intangible assets as of September 30,2025 was as follows(in thousands):Years Ending December 31:Amount 2025(remaining three months)$2,034 2026 5,208 2027 1,936 2028 1,480 2029 1,233 Total intangible assets$11,891 6.Segments and Major CustomersOperating segments are based upon the Companys internal organization structure,the manner in which its operations are managed,the criteria used by its Chief Operating Decision Maker(“CODM”)to evaluate segment performance and availability of separate financial information regularly reviewed for resource allocation and performance assessment.The Company has determined its CODM to be the Chief Executive Officer(“CEO”).The CEO reviews financial information presented on a consolidated basis for purposes of managing the business,allocating resources,making operating decisions and assessing financial performance.On this basis,the Company is organized and operates as a single segment within the semiconductor space.As of September 30,2025,the Company has a single operating and reportable segment.The CODM uses net income to assess segment performance,allocate resources and manage the business on a consolidated basis.The significant expenses for the segment exclude certain non-cash adjustments and non-recurring items,and are used to monitor budget versus actual results and to analyze the period-over-period comparisons.The significant expenses that are regularly provided to the CODM and reconciliations to the consolidated net income for the three and nine months ended September 30,2025 and 2024,respectively,were as follows:Three Months Ended September 30,Nine Months Ended September 30,(In thousands)2025 2024 2025 2024 Total revenue$178,513$145,513$517,386$395,522 Adjusted cost of revenue (34,688)(25,189)(98,477)(69,325)Adjusted research and development (44,477)(37,050)(123,457)(107,215)Adjusted sales,general and administrative (20,163)(18,218)(60,975)(55,143)Other segment items:Stock-based compensation expenses (14,206)(11,998)(39,822)(33,145)Amortization of acquired intangible assets (1,724)(2,890)(5,158)(9,380)Acquisition-related costs (17)(105)(139)Impairment of assets (1,071)Change in fair value of earn-out liability 4,544 5,044 Interest and other income(expense),net 6,033 4,340 15,358 12,590 Provision for income taxes (20,911)(10,370)(38,135)(20,119)Net income$48,377$48,665$166,615$117,619 Excludes stock-based compensation expenses and amortization of acquisition-related intangible assets.Excludes stock-based compensation expenses and retention bonus expense related to acquisitions.Excludes stock-based compensation expenses,acquisition-related costs and retention bonus expense related to acquisitions.The Company excludes these expenses from its adjusted cost of revenue and operating expenses primarily because such expenses are non-cash expenses that the Company does not believe are reflective of ongoing operating results.The Company excludes these expenses in order to provide better comparability between periods as they are related to acquisitions and have no direct correlation to the Companys ongoing operating results.(1)(2)(3)(4)(4)(5)(1)(2)(3)(4)(5)15The following represents the Companys significant expenses related to research and development expenses and sales,general and administrative expenses,as shown above,for the three and nine months ended September 30,2025 and 2024,respectively.Three Months Ended September 30,Nine Months Ended September 30,(In thousands)2025 2024 2025 2024 Payroll and benefits$38,866$31,264$115,706$95,065 Variable research and development expenses 8,780 7,559 18,943 19,886 Professional fees 5,096 4,447 14,756 14,020 Facilities costs 3,174 2,959 9,394 8,654 Temporary labor services and consulting expenses 3,063 3,952 9,230 10,397 Amortization and depreciation 3,035 2,619 8,826 7,316 Other expenses 2,626 2,468 7,577 7,020 Total adjusted operating expenses$64,640$55,268$184,432$162,358 Includes primarily software tools,software licenses and prototyping costs.The measure of segment assets is reported on the Companys Unaudited Condensed Consolidated Balance Sheets as total consolidated assets.Accounts receivable from the Companys major customers representing 10%or more of total accounts receivable as of September 30,2025 and December 31,2024,respectively,was as follows:As of Customer September 30,2025 December 31,2024 Customer 1 379%Customer 2 26%Revenue from the Companys major customers representing 10%or more of total revenue for the three and nine months ended September 30,2025 and 2024,respectively,was as follows:Three Months EndedSeptember 30,Nine Months EndedSeptember 30,Customer 2025 2024 2025 2024 Customer A 25!#%Customer B 17!%Customer C*10%*11%Customer D*14%*Customer accounted for less than 10%of total revenue in the period.Revenue from customers in the geographic regions based on the location of contracting parties was as follows:Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(In thousands)2025 2024 2025 2024 South Korea$91,712$56,129$238,544$134,931 Singapore 37,561 21,082 127,328 45,406 United States 26,508 46,315 87,630 153,915 Other 22,732 21,987 63,884 61,270 Total$178,513$145,513$517,386$395,522 (1)(1)167.Marketable SecuritiesRambus invests its excess cash and cash equivalents primarily in U.S.government-sponsored obligations,non-U.S.government-sponsored obligations,corporate bonds,commercial paper and notes,time deposits and money market funds that mature within three years.All cash equivalents and marketable securities are classified as available-for-sale.Total cash,cash equivalents and marketable securities are summarized as follows:As of September 30,2025(In thousands)Fair Value AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses Cash$64,003$64,003$Cash equivalents:Money market funds 9,175 9,175 Corporate bonds,commercial paper and notes 6,022 6,022 Total cash equivalents 15,197 15,197 Total cash and cash equivalents 79,200 79,200 Marketable securities:Time deposits 15,820 15,820 U.S.Government bonds and notes 203,729 203,611 185 (67)Non-U.S.Government bonds and notes 3,968 3,963 5 Corporate bonds,commercial paper and notes 370,586 370,258 358 (30)Total marketable securities 594,103 593,652 548 (97)Total cash,cash equivalents and marketable securities$673,303$672,852$548$(97)As of December 31,2024(In thousands)Fair Value AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses Cash$87,415$87,415$Cash equivalents:Money market funds 6,025 6,025 Corporate bonds,commercial paper and notes 6,335 6,334 1 Total cash equivalents 12,360 12,359 1 Total cash and cash equivalents 99,775 99,774 1 Marketable securities:Time deposits 12,870 12,870 U.S.Government bonds and notes 220,056 220,034 184 (162)Corporate bonds,commercial paper and notes 149,097 149,085 121 (109)Total marketable securities 382,023 381,989 305 (271)Total cash,cash equivalents and marketable securities$481,798$481,763$306$(271)Available-for-sale securities are reported at fair value on the balance sheets and classified along with cash as follows:As of(In thousands)September 30,2025 December 31,2024 Cash$64,003$87,415 Cash equivalents 15,197 12,360 Total cash and cash equivalents 79,200 99,775 Marketable securities 594,103 382,023 Total cash,cash equivalents and marketable securities$673,303$481,798 17 The Company continues to invest in highly rated,liquid debt securities.The Company holds all of its marketable securities as available-for-sale,marks them to market,and regularly reviews its portfolio to ensure adherence to its investment policy and to monitor individual investments for risk analysis,proper valuation,and impairment.The estimated fair value and gross unrealized losses of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position as of September 30,2025 and December 31,2024 were as follows:Fair Value Gross Unrealized Losses(In thousands)September 30,2025 December 31,2024 September 30,2025 December 31,2024 Less than 12 months U.S.Government bonds and notes$65,396$83,162$(64)$(162)Corporate bonds,commercial paper and notes 74,776 48,360 (26)(109)Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months 140,172 131,522 (90)(271)12 months or greater U.S.Government bonds and notes 1,689 (3)Corporate bonds,commercial paper and notes 1,654 (4)Total marketable securities in a continuous unrealized loss position for 12 months or greater 3,343 (7)Total cash equivalents and marketable securities in a continuous unrealized loss position$143,515$131,522$(97)$(271)The gross unrealized losses as of September 30,2025 and December 31,2024 were not material in relation to the Companys total available-for-sale portfolio.The gross unrealized losses can be primarily attributed to a combination of market conditions,as well as the demand for and duration of the U.S.government-sponsored obligations and corporate bonds,commercial paper and notes.The Company reasonably believes that there is no need to sell these investments and that it can recover the amortized cost of these investments.The Company has found no evidence of impairment due to credit losses in its portfolio.Therefore,these unrealized losses were recorded in other comprehensive income(loss).The Company cannot provide any assurance that its portfolio of cash,cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets,which may require the Company in the future to record an impairment charge for credit losses which could adversely impact its financial results.The contractual maturities of cash equivalents(excluding money market funds which have no maturity)and marketable securities are summarized as follows:(In thousands)September 30,2025 Due in less than one year$470,313 Due from one year through three years 129,812 Total$600,125 Refer to Note 8,“Fair Value of Financial Instruments,”for a discussion regarding the fair value of the Companys cash equivalents and marketable securities.188.Fair Value of Financial InstrumentsThe following table presents the financial instruments that are carried at fair value and summarizes their valuation by the respective pricing levels as of September 30,2025 and December 31,2024:As of September 30,2025(In thousands)Total QuotedMarketPrices inActive Markets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Assets carried at fair value Money market funds$9,175$9,175$Time deposits 15,820 15,820 U.S.Government bonds and notes 203,729 203,729 Non-U.S.Government bonds and notes 3,968 3,968 Corporate bonds,commercial paper and notes 376,608 376,608 Total assets carried at fair value$609,300$9,175$600,125$As of December 31,2024(In thousands)Total QuotedMarketPrices inActive Markets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Assets carried at fair value Money market funds$6,025$6,025$Time deposits 12,870 12,870 U.S.Government bonds and notes 220,056 220,056 Corporate bonds,commercial paper and notes 155,432 155,432 Total assets carried at fair value$394,383$6,025$388,358$The following table presents additional information about liabilities measured at fair value for which the Company utilized Level 3 inputs to determine fair value,as of September 30,2024.Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(In thousands)2024 2024 Balance as of beginning of period$12,000$12,500 Change in fair value of earn-out liability due to remeasurement (4,544)(5,044)Change in fair value of earn-out liability due to achievement of revenue target (7,456)(7,456)Balance as of end of period$For the three and nine months ended September 30,2024,the change in the fair value of the earn-out liability related to the 2021 acquisition of PLDA Group(“PLDA”),which was subject to certain revenue targets of the acquired business for a period of three years from the date of acquisition,and was settled annually in shares of the Companys common stock based on the fair value of that common stock fixed at the time the Company acquired PLDA.The fair value of the earn-out liability was remeasured each quarter,depending on the acquired businesss revenue performance relative to target over the applicable period,and adjusted to reflect changes in the per share value of the Companys common stock.The Company classified its earn-out liability within Level 3 of the fair value hierarchy because the fair value calculation included significant unobservable inputs,such as revenue forecast,revenue volatility,equity volatility and weighted-average cost of capital.During the three and nine months ended September 30,2024,the Company remeasured the fair value of the earn-out liability,which resulted in reductions of$4.5 million and$5.0 million,respectively,in the Companys Unaudited Condensed Consolidated Statements of Income.The final earn-out was achieved in the third quarter of 2024 and fully paid during the fourth quarter of 2024.19The Company monitors its investments for impairment and records appropriate reductions in carrying value when necessary.During the nine months ended September 30,2025 and 2024,the Company recorded no other-than-temporary impairment charges on its investments.During the nine months ended September 30,2025 and 2024,there were no transfers of financial instruments between different categories of fair value.9.LeasesThe Company leases office space,domestically and internationally,under operating leases.The Companys leases have remaining lease terms generally between one year and seven years.Operating leases are included in operating lease right-of-use(“ROU”)assets,operating lease liabilities and long-term operating lease liabilities on the Companys Unaudited Condensed Consolidated Balance Sheets.The Company does not have any finance leases.The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in the Unaudited Condensed Consolidated Balance Sheet as of September 30,2025(in thousands):Years ending December 31,Amount 2025(remaining three months)$1,791 2026 7,511 2027 6,004 2028 4,869 2029 4,871 Thereafter 4,918 Total minimum lease payments 29,964 Less:amount of lease payments representing interest (3,528)Present value of future minimum lease payments 26,436 Less:current obligations under leases (6,135)Long-term lease obligations$20,301 As of September 30,2025,the weighted-average remaining lease term for the Companys operating leases was 4.7 years and the weighted-average discount rate used to determine the present value of the Companys operating leases was 7.6%.Operating lease costs included in research and development and selling,general and administrative costs in the Unaudited Condensed Consolidated Statements of Income were$1.5 million and$1.4 million for the three months ended September 30,2025 and 2024,respectively.Operating lease costs included in research and development and selling,general and administrative costs in the Unaudited Condensed Consolidated Statements of Income were$4.4 million and$4.0 million for the nine months ended September 30,2025 and 2024,respectively.Cash paid for amounts included in the measurement of operating lease liabilities was$5.4 million and$4.5 million for the nine months ended September 30,2025 and 2024,respectively.2010.Commitments and ContingenciesAs of September 30,2025,the Companys material contractual obligations were as follows:(In thousands)Total Remainder of2025 2026 2027 2028 Contractual obligations Software licenses$33,246$2,297$13,605$12,997$4,347 Other contractual obligations 171 33 138 Total$33,417$2,330$13,743$12,997$4,347 The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately$25.2 million,including$23.9 million recorded as a reduction of long-term deferred tax assets and$1.3 million in long-term income taxes payable as of September 30,2025.As noted below in Note 13,“Income Taxes,”although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months,the Company cannot reasonably estimate the timing of the outcome at this time.For the Companys lease commitments as of September 30,2025,refer to Note 9,“Leases.”The Company has commitments with various software vendors for agreements generally having terms longer than one year.From time to time,the Company indemnifies certain customers as a necessary means of doing business.Indemnification covers customers for losses suffered or incurred by them as a result of any patent,copyright,or other IP infringement or any other claim by any third party arising as a result of the applicable agreement with the Company.The Company generally attempts to limit the maximum amount of indemnification that the Company could be required to make under these agreements to the amount of fees received by the Company,however this may not always be possible.The fair value of the liability as of September 30,2025 and December 31,2024,respectively,was not material.11.Equity Incentive Plans and Stock-Based CompensationA summary of shares available for grant under the Companys plans is as follows:Shares Availablefor Grant Total shares available for grant as of December 31,2024 10,889,878 Nonvested equity stock and stock units granted (1,467,381)Nonvested equity stock and stock units forfeited 218,996 Total shares available for grant as of September 30,2025 9,641,493 For purposes of determining the number of shares available for grant under the 2015 Equity Incentive Plan against the maximum number of shares authorized,each restricted stock unit granted prior to April 27,2023 reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares.Each restricted stock unit granted on or after April 27,2023 reduces the number of shares available for grant by 1.0 share and each restricted stock unit forfeited increases shares available for grant by 1.0 share.Amount includes approximately 0.2 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the second quarter of 2025 and discussed under the section titled“Nonvested Equity Stock and Stock Units”below.Employee Stock Purchase PlanUnder the 2015 Employee Stock Purchase Plan(“2015 ESPP”),the Company issued 91,827 shares at a price of$40.76 and 69,828 shares at a price of$44.84 per share during the nine months ended September 30,2025 and 2024,respectively.As of September 30,2025,approximately 2.2 million shares under the 2015 ESPP remained available for issuance.(1)(2)(3)(1)(2)(3)(1)(2)(1)(1)(2)21Stock-Based CompensationFor the nine months ended September 30,2025 and 2024,the Company maintained stock plans covering a broad range of potential equity grants,including stock options,nonvested equity stock and equity stock units and performance-based instruments.In addition,the Company sponsors the 2015 ESPP,whereby eligible employees are entitled to purchase common stock semi-annually,by means of limited payroll deductions,at a 15%discount from the fair market value of the common stock as of specific dates.Stock-based compensation expense recorded in the Unaudited Condensed Consolidated Statements of Income was as follows:Three Months EndedSeptember 30,Nine Months EndedSeptember 30,(In thousands)2025 2024 2025 2024 Cost of revenue$180$117$569$363 Research and development 5,034 4,235 14,942 11,883 Sales,general and administrative 8,992 7,646 24,311 20,899 Total$14,206$11,998$39,822$33,145 Nonvested Equity Stock and Stock UnitsThe Company grants nonvested equity stock units to officers,employees and directors.These awards have a service condition,generally a service period of four years,except in the case of grants to directors,for which the service period is one year.The Company also grants performance unit awards to certain company executive officers with vesting subject to the achievement of certain performance and/or market conditions.The ultimate number of performance units that can be earned can range from 0%to 200%of target depending on performance relative to target over the applicable period.The shares earned will vest on the third or fourth anniversary of the date of grant.The Companys shares available for grant have been reduced to reflect the shares that could be earned at the maximum target.Unrecognized stock-based compensation related to all nonvested equity stock grants,net of estimated forfeitures,was approximately$100.3 million as of September 30,2025.This amount is expected to be recognized over a weighted-average period of 2.2 years.The following table reflects the activity related to nonvested equity stock and stock units for the nine months ended September 30,2025:Nonvested Equity Stock and Stock Units Shares Weighted-AverageGrant-DateFair Value Nonvested as of December 31,2024 3,150,161$44.72 Granted 1,239,905$54.35 Vested (1,187,717)$37.42 Forfeited (152,955)$50.59 Nonvested as of September 30,2025 3,049,394$51.18 12.Stockholders Equity Share Repurchase ProgramOn October 29,2020,the Companys board of directors(the“Board”)approved a share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares(the“2020 Repurchase Program”).Share repurchases under the 2020 Repurchase Program may be made through the open market,established plans or privately negotiated transactions in accordance with all applicable securities laws,rules and regulations.There is no expiration date applicable to the 2020 Repurchase Program.22During the nine months ended September 30,2025,the Company entered into share repurchase plans(the“Buying Plans”)with Mizuho Securities USA,LLC(“Mizuho”),pursuant to which Mizuho will repurchase shares of the Companys common stock from February 6,2025 through December 31,2025,with provisions to terminate sooner.The Buying Plans are part of the 2020 Repurchase Program.The execution of share repurchases is dependent on the Companys stock price reaching certain levels.During the nine months ended September 30,2025,the Company repurchased 0.1 million shares for approximately$5.8 million as part of the Buying Plans,which were retired and recorded as a reduction to stockholders equity.During the nine months ended September 30,2024,the Company repurchased approximately 2.2 million shares for approximately$113.8 million(includes excise tax)under the 2020 Repurchase Program,which were retired and recorded as a reduction to stockholders equity.As of September 30,2025,there remained an outstanding authorization to repurchase approximately 5.6 million shares of the Companys outstanding common stock under the 2020 Repurchase Program.The Company records share repurchases as a reduction to stockholders equity.The Company records a portion of the purchase price of the repurchased shares as a decrease(increase)to retained earnings(accumulated deficit)when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock in accordance with its accounting policy.13.Income TaxesThe Company recorded a provision for income taxes of$20.9 million and$10.4 million for the three months ended September 30,2025 and 2024,respectively,and a provision for income taxes of$38.1 million and$20.1 million for the nine months ended September 30,2025 and 2024,respectively.The provisions for income taxes for the three and nine months ended September 30,2025 and 2024 were primarily driven by the statutory tax expense for domestic and foreign jurisdictions for the respective fiscal years,offset by tax benefits from excess stock-based compensation deductions.The provision for income taxes for the three and nine months ended September 30,2025 includes the impact from the tax legislation,referred to as the One Big Beautiful Bill Act(“OBBBA”),which was enacted in the third quarter of 2025 and is further discussed below.During both the three months ended September 30,2025 and 2024,the Company paid foreign withholding taxes of$5.1 million.During the nine months ended September 30,2025 and 2024,the Company paid foreign withholding taxes of$16.1 million and$15.5 million,respectively.As of December 31,2024,the Company had$203.8 million of unrecognized tax benefits,before interest accrual,including$22.8 million recorded as a reduction of long-term deferred tax assets,$74.8 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea,and$106.2 million recorded to long-term income taxes payable,primarily comprised of$105.1 million in income taxes payable related to withholding taxes previously withheld from licensees in South Korea.As of September 30,2025,the Company had approximately$107.6 million of unrecognized tax benefits,before interest accrual,including$23.9 million recorded as a reduction of long-term deferred tax assets,$82.7 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea,and$1.0 million recorded to long-term income taxes payable.On September 18,2025,the South Korean Supreme Court ruled that the use of any patents in South Korea constitutes domestic source income under the South KoreaU.S.Tax Treaty,even if such patents are not registered with the patent office in South Korea.Based on this ruling,patent license royalties are subject to South Korean withholding tax if the patents are used in South Korea.As a result of this ruling,Rambus determined that it is not more likely than not that withholding taxes paid in South Korea are recoverable.The Company previously filed refund claims for withholding taxes paid in South Korea in the amount of$82.7 million related to the period from the fourth quarter of 2018 through the third quarter of 2023.The Company previously intended to file additional refund claims in the future for$32.2 million of withholding taxes paid from the fourth quarter of 2023 through the 23second quarter of 2025.The Company had previously recorded long-term tax receivables of$114.9 million and$105.1 million,before interest accrual,related to these refund claims as of June 30,2025,and December 31,2024,respectively.If the South Korea withholding taxes are recovered through the refund claim process,the U.S.foreign tax credit claimed for these withholding taxes on historical federal tax returns will be forfeited.Therefore,the Company had also recorded a long-term tax payable of$114.9 million and$105.1 million as of June 30,2025,and December 31,2024,respectively.These amounts excluded interest and reflected the future U.S.federal tax liability in the event of filing amended federal tax returns to revise the foreign tax credit amounts.The recovery of South Korea withholding taxes paid before the fourth quarter of 2018 of$74.8 million was uncertain due to the statute of limitations for filing a refund claim.Thus,the Company did not previously record a long-term tax receivable and included this amount in the uncertain tax benefit.As a result of the September 2025 ruling,the Company recorded an uncertain tax position reserve on the$82.7 million of outstanding refund claims,reducing the previously recorded long-term tax receivable for these refund claims to zero,as it determined it is not more likely than not that the withholding taxes paid in South Korea are recoverable.The Company also removed the$32.2 million long-term tax receivable previously recorded for withholding taxes paid during the fourth quarter of 2023 through the second quarter of 2025.As a result,the total long-term tax receivable balance of$114.9 million,excluding interest,was reduced to zero in the current period.The related long-term tax payable of$114.9 million,excluding interest,was also reduced to zero,resulting in zero tax expense impact.Additionally,the Companys future effective tax rates could be adversely affected by earnings being higher than anticipated in countries where the Company has higher statutory rates or lower than anticipated in countries where it has lower statutory rates,by changes in valuation of its deferred tax assets and liabilities or by changes in tax laws or interpretations of those laws.On July 4,2025,the United States enacted federal tax legislation commonly referred to as the OBBBA.Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses,immediate expensing of certain capital expenditures,and other changes to the U.S.taxation of profits derived from foreign operations.As a result of the enactment of the legislation,there was an increase to tax expense,primarily related to changes in the taxation of profits derived from foreign operations,and more specifically,the foreign-derived intangible income deduction.14.Litigation and Contingent LiabilityRambus is not currently a party to any material pending legal proceeding;however,from time to time,Rambus may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business.Although the results of litigation and claims cannot be predicted with certainty,the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business,operating results,financial position or cash flows.Regardless of the outcome,litigation can have an adverse impact on the Company because of defense and settlement costs,diversion of management attention and resources and other factors.The Company records a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable in accordance with accounting for contingencies.24Item 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsThis report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as described in more detail under“Note Regarding Forward-Looking Statements.”Our forward-looking statements are based on current expectations,forecasts and assumptions and are subject to risks,uncertainties and changes in condition,significance,value and effect.As a result of the factors described herein,and in the documents incorporated herein by reference,including,in particular,those factors described under“Risk Factors,”we undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission.The following discussion and analysis should be read in conjunction with(1)our Unaudited Condensed Consolidated Financial Statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q,and(2)our audited consolidated financial statements and the related notes and the discussion under the heading“Managements Discussion and Analysis of Financial Condition and Results of Operations”for the fiscal year ended December 31,2024 included in the Annual Report on Form 10-K filed with the U.S.Securities and Exchange Commission(“SEC”)on February 24,2025.Rambus is a trademark of Rambus Inc.Other trademarks that may be mentioned in this quarterly report on Form 10-Q are the property of their respective owners.Business OverviewRambus is a provider of industry-leading chips and silicon IP making data faster and safer.With 35 years of advanced semiconductor experience,we are a pioneer in high-performance memory solutions that solve the bottleneck between memory and processing for data-intensive systems.Whether in the cloud,at the edge or in your hand,real-time and immersive applications depend on data throughput and integrity.Rambus products and innovations deliver the increased bandwidth,capacity and security required to meet the worlds data needs and drive ever-greater end-user experiences.For more information,visit .The explosion of data-intensive workloads,driven by the proliferation of generative artificial intelligence(“AI”),large language models(“LLMs”)and high-performance computing(“HPC”),is placing unprecedented demands on computing infrastructure.This surge in data processing is exacerbating the performance gap between processors and memory,creating a critical bottleneckthe“memory wall”that limits overall system efficiency.As processors and accelerators rapidly increase in speed and core count,memory bandwidth and latency must keep pace to unlock their full potential.Rambus is uniquely positioned to address this challenge.Our deep expertise in memory technologies and innovative architectures enables us to deliver solutions that break through the memory wall.We provide industry-leading memory interface chips that enable the highest bandwidth and capacity server memory modules,maximizing memory performance for the most demanding data-intensive workloads.These solutions are essential for supporting the training and inference of increasingly complex AI models,including those used in generative AI applications.Our strategic objectives include focusing our product portfolio and research around our core strength in semiconductors,optimizing operational efficiency and leveraging strong cash generation to reinvest for growth.We continue to maximize synergies across our businesses and customer base,leveraging the significant overlap in our ecosystem of customers,partners and influencers.Our product and technology roadmap,as well as our go-to-market strategy,are driven by the application-specific requirements of our focus markets.Executive SummaryOur continued execution delivered strong results during the third quarter of 2025,driven primarily by increasing demand for our memory interface chips.Key third quarter 2025 financial results included:Revenue of$178.5 million;Operating expenses of$78.7 million;and 25Net cash provided by operating activities of$88.4 million.We achieved record quarterly product revenue of$93.3 million in the third quarter of 2025,which increased by approximately 41%as compared to the same period in 2024.Our chip business continues to be a key growth engine for us.Operational HighlightsRevenue SourcesOur consolidated revenue is comprised of product revenue,royalties and contract and other revenue.Product revenue consists primarily of memory interface chips and is increasing in strategic significance.Our memory interface chips are sold to major DRAM manufacturers,Micron,Samsung and SK hynix,as well as directly to system manufacturers and cloud providers,for integration into server and client memory modules.Product revenue accounted for 52%and 49%of our consolidated revenue for the three and nine months ended September 30,2025,respectively,as compared to 46%and 44%for the three and nine months ended September 30,2024,respectively.Royalties revenue is derived from our patent licenses and Silicon IP,through which we provide our customers certain rights to our broad worldwide portfolio of patented inventions,as well as royalties from IP licenses.Our patent licenses enable our customers to use a portion of our patent portfolio in their own digital electronics products.The licenses typically range in duration up to ten years and may define the specific field of use where our customers may utilize our inventions in their products.Royalties may be structured as fixed,variable or a hybrid of fixed and variable royalty payments.Leading semiconductor and electronic system companies such as AMD,Amlogic,Broadcom,CXMT,IBM,Infineon,Kioxia,Marvell,MediaTek,Micron,Nanya,Nuvoton,NVIDIA,Phison,Qualcomm,Samsung,Silicon Motion,SK hynix,Socionext,STMicroelectronics,Toshiba,Western Digital,Winbond,and YMTC have licensed our patents.The vast majority of our patents originate from our internal research and development efforts.Additionally,from time to time,we enter into agreements to sell certain patent assets under agreements which may also include subsequent profit-sharing.The sale of these patents,as well as the subsequent profit-sharing,are included as part of our royalties revenue.Revenue from royalties accounted for 37%and 40%of our consolidated revenue for the three and nine months ended September 30,2025,respectively,as compared to 44%and 42%for the three and nine months ended September 30,2024,respectively.Contract and other revenue consists primarily of Silicon IP,which is comprised of our high-speed interface and security IP.Revenue sources under contract and other revenue include our IP core licenses,software licenses and related implementation,support and maintenance fees and engineering services fees.The timing and amounts invoiced to customers can vary significantly depending on specific contract terms and can therefore have a significant impact on deferred revenue or accounts receivable in any given period.Contract and other revenue accounted for 11%of our consolidated revenue for each of the three and nine months ended September 30,2025,as compared to 10%and 14%of our consolidated revenue for the three and nine months ended September 30,2024,respectively.Costs and ExpensesCost of product revenue mainly includes costs attributable to the sale of memory interface chip products.Cost of product revenue increased approximately$9.7 million and$29.9 million for the three and nine months ended September 30,2025,respectively,as compared to the same periods in 2024.The increases were primarily due to higher sales volumes of our memory interface chips.Cost of contract and other revenue reflects the portion of the total engineering costs which are specifically devoted to individual customer development and support services.Cost of contract and other revenue decreased$0.3 million and$0.6 million for the three and nine months ended September 30,2025,respectively,as compared to the same periods in 2024.The decreases were primarily due to lower engineering services associated with the contracts.Total research and development expenses for the three months ended September 30,2025 increased approximately$8.2 million as compared to the same period in 2024,primarily due to increases in payroll-related expenses of$5.2 million and stock-based compensation expenses of$0.8 million,both driven primarily by headcount growth,as well as an increase in 26depreciation expense of$0.9 million.Total research and development expenses for the nine months ended September 30,2025 increased approximately$19.3 million as compared to the same period in 2024,primarily due to increases in payroll-related expenses of$15.0 million and stock-based compensation expenses of$3.0 million,both driven primarily by headcount growth,and an increase in depreciation expense of$1.5 million,partially offset by a decrease in prototyping costs of$2.4 million.Total sales,general and administrative expenses for the three months ended September 30,2025 increased approximately$3.3 million as compared to the same period in 2024,primarily due to increases in payroll-related expenses of$2.2 million and stock-based compensation expenses of$1.3 million,both driven primarily by headcount growth,as well as an increase in sales and marketing activities of$0.7 million,partially offset by a decrease in consulting expense of$1.0 million.Total sales,general and administrative expenses for the nine months ended September 30,2025 increased approximately$9.2 million as compared to the same period in 2024,primarily due to increases in payroll-related expenses of$5.4 million and stock-based compensation expenses of$3.4 million,both driven primarily by headcount growth,as well as increases in depreciation expense of$0.9 million and sales and marketing activities of$0.8 million,partially offset by a decrease in consulting expense of$1.5 million.Intellectual PropertyAs of September 30,2025,our semiconductor,security and other technologies are covered by 2,080 U.S.and foreign patents.Additionally,we have 475 patent applications pending in various countries.Some of the patents and pending patent applications are derived from a common parent patent application or are foreign counterpart patent applications.We file applications for and obtain patents in the United States and in selected foreign countries where we believe filing for such protection is appropriate and would further our overall business strategy and objectives.In some instances,obtaining appropriate levels of protection may involve prosecuting continuation and counterpart patent applications based on a common parent application.We believe our patented innovations provide our customers with the ability to achieve improved performance,lower risk,greater cost-effectiveness,and other benefits in their products and services.Trends There are a number of trends that may have a material impact on us in the future,including but not limited to,the evolution of memory technology,adoption of security solutions,the use and adoption of our inventions or technologies generally,industry consolidation and global economic conditions with the resulting impact on sales of consumer electronic systems.Additionally,there is ongoing uncertainty and volatility in future revenue and costs due to various macroeconomic events,such as tariffs and global inflation,which could have a significant impact on our business and operating results.We have a high degree of revenue concentration.Our top five customers represented approximately 67%of our consolidated revenue for each of the three and nine months ended September 30,2025,as compared to 69%and 64%for the three and nine months ended September 30,2024,respectively.The level of concentration and particular customers which account for this concentration have varied in the past and may vary in the future as a result of demand for our semiconductor products,timing of new contracts,expiration of existing contracts,as well as timing of contract expirations and renewals,industry consolidation and the volumes and prices at which the customers have recently sold to their customers.These variations are expected to continue in the foreseeable future.Our revenue from companies headquartered outside of the United States accounted for approximately 85%and 83%of our consolidated revenue for the three and nine months ended September 30,2025,as compared to 68%and 61%for the three and nine months ended September 30,2024.We expect that revenue derived from international customers will continue to represent a significant portion of our total revenue in the future.Currently,our revenue from international customers is predominantly denominated in U.S.dollars.For additional information concerning international revenue,refer to Note 6,“Segments and Major Customers,”of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q.The royalties we receive from our semiconductor customers are partly a function of the adoption of our technologies by system companies.Many system companies purchase semiconductors containing our technologies from our customers and do not have a direct contractual relationship with us.Our customers generally do not provide us with details as to the identity or 27volume of licensed semiconductors purchased by particular system companies.As a result,we face difficulty in analyzing the extent to which our future revenue will be dependent upon particular system companies.As a part of our overall business strategy,from time to time we evaluate businesses and technologies for potential acquisitions that are aligned with our core business and designed to supplement our growth.Similarly,we evaluate our current businesses and technologies that are not aligned with our core business for potential divestitures.We expect to continue to evaluate and potentially enter into strategic acquisitions or divestitures which will impact our business and operating results.Results of OperationsThe following table sets forth,for the periods indicated,the percentage of total revenue represented by certain items reflected on our Unaudited Condensed Consolidated Statements of Income:Three Months EndedSeptember 30,Nine Months EndedSeptember 30,2025 2024 2025 2024 Revenue:Product revenue 52.3E.6H.6C.9%Royalties 36.5D.1.1B.5%Contract and other revenue 11.2.3.3.6%Total revenue 100.00.00.00.0%Cost of revenue:Cost of product revenue 19.2.9.8.0%Cost of contract and other revenue 0.3%0.5%0.3%0.6%Amortization of acquired intangible assets 1.0%1.9%1.0%2.3%Total cost of revenue 20.5.3 .1.9%Gross profit 79.5.7y.9.1%Operating expenses:Research and development 27.7(.4&.80.1%Sales,general and administrative 16.3.8.5.2%Amortization of acquired intangible assets%0.1%0.1%Impairment of assets%0.3%Change in fair value of earn-out liability%(3.1)%(1.3)%Total operating expenses 44.0C.2C.3H.4%Operating income 35.57.56.61.7%Interest income and other income(expense),net 3.5%3.2%3.2%3.4%Interest expense (0.2)%(0.2)%(0.2)%(0.3)%Interest and other income(expense),net 3.3%3.0%3.0%3.1%Income before income taxes 38.8.59.64.8%Provision for income taxes 11.7%7.1%7.4%5.1%Net income 27.13.42.2).7%Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Total revenue:Product revenue$93.3$66.4 40.6%$251.0$173.4 44.7%Royalties 65.1 64.1 1.6 7.7 168.0 23.7%Contract and other revenue 20.1 15.0 33.5X.7 54.1 8.5%Total revenue$178.5$145.5 22.7%$517.4$395.5 30.8(Product RevenueProduct revenue consists primarily of revenue from the sale of memory products.Product revenue increased approximately$26.9 million and$77.6 million for the three and nine months ended September 30,2025,respectively,as compared to the same periods in 2024.The increases were due to higher sales of memory interface chips,as well as contributions from new products.Growth in our product revenue is dependent on,among other things,our ability to continue to obtain orders from customers,develop and sell new products,maintain adequate supply in order to meet our customers demand and mitigate any supply chain and economic disruption.RoyaltiesRoyalties revenue,which includes patent and technology license royalties,increased approximately$1.0 million and$39.7 million for the three and nine months ended September 30,2025,respectively,as compared to the same periods in 2024.The increases were primarily due to the timing and structure of license agreements and renewals.We are continuously in negotiations for licenses with prospective customers.We expect royalties revenue will continue to vary from period to period based on our success in adding new customers,renewing or extending existing agreements,as well as the level of variation in our customers reported shipment volumes,sales price and product mix,offset in part by the proportion of customer payments that are fixed or hybrid in nature.Contract and Other RevenueContract and other revenue consists of revenue from technology development projects.Contract and other revenue increased approximately$5.1 million and$4.6 million for the three and nine months ended September 30,2025,respectively,as compared to the same periods in 2024.The increases were due to higher revenue associated with our Silicon IP offerings.We believe that contract and other revenue will fluctuate over time based on our ongoing technology development contractual requirements,the amount of work performed,the timing of completing engineering deliverables and the changes to work required,as well as new technology development contracts booked in the future.Cost of Product Revenue Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Cost of product revenue$34.3$24.6 39.8%$97.3$67.4 44.5%Cost of product revenue mainly includes costs attributable to the sale of memory interface chip products.Cost of product revenue increased approximately$9.7 million and$29.9 million for the three and nine months ended September 30,2025,respectively,as compared to the same periods in 2024.The increases were primarily due to higher sales volumes of our memory interface chips.In the near term,we expect costs of product revenue to fluctuate due to changes in product mix and the timing of orders.Cost of Contract and Other Revenue Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Cost of contract and other revenue$0.5$0.8 (29.4)%$1.7$2.3 (26.0) Cost of contract and other revenue reflects the portion of the total engineering costs which are specifically devoted to individual customer development and support services.Cost of contract and other revenue decreased$0.3 million and$0.6 million for the three and nine months ended September 30,2025,respectively,as compared to the same periods in 2024.The decreases in both periods were primarily due to lower engineering services associated with the contracts.In the near term,we expect costs of contract and other revenue to vary from period to period based on varying revenue recognized from contract and other revenue.Research and Development Expenses Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Research and development expenses:Research and development expenses,excluding stock-based compensation$44.5$37.1 20.0%$123.6$107.3 15.1%Stock-based compensation 5.0 4.2 18.9.9 11.9 25.7%Total research and development expenses$49.5$41.3 19.9%$138.5$119.2 16.2%Research and development expenses are those expenses incurred for the development of applicable technologies.Total research and development expenses for the three months ended September 30,2025 increased approximately$8.2 million as compared to the same period in 2024,primarily due to increases in payroll-related expenses of$5.2 million and stock-based compensation expenses of$0.8 million,both driven primarily by headcount growth,as well as an increase in depreciation expense of$0.9 million.Total research and development expenses for the nine months ended September 30,2025 increased approximately$19.3 million as compared to the same period in 2024,primarily due to increases in payroll-related expenses of$15.0 million and stock-based compensation expenses of$3.0 million,both driven primarily by headcount growth,and an increase in depreciation expense of$1.5 million,partially offset by a decrease in prototyping costs of$2.4 million.We will continue to make investments in the infrastructure and technologies required to maintain our product innovation in semiconductor,security and other technologies.Sales,General and Administrative Expenses Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Sales,general and administrative expenses:Sales,general and administrative expenses,excluding stock-based compensation$20.2$18.2 10.7%$61.0$55.2 10.5%Stock-based compensation 9.0 7.7 17.6$.3 20.9 16.3%Total sales,general and administrative expenses$29.2$25.9 12.7%$85.3$76.1 12.1%Sales,general and administrative expenses include expenses and costs associated with trade shows,public relations,advertising,litigation,general legal,insurance and other sales,marketing and administrative efforts.Consistent with our business model,our licensing,sales,and marketing activities aim to develop or strengthen relationships with potential new and current customers.In addition,we work with current customers through marketing,sales and technical efforts to drive adoption of their products that use our innovations and solutions,by their customers.Due to the long business development cycles we 30face and the semi-fixed nature of sales,general and administrative expenses in a given period,these expenses generally do not correlate to the level of revenue in that period or in comparable recent or future periods.Total sales,general and administrative expenses for the three months ended September 30,2025 increased approximately$3.3 million as compared to the same period in 2024,primarily due to increases in payroll-related expenses of$2.2 million and stock-based compensation expenses of$1.3 million,both driven primarily by headcount growth,as well as an increase in sales and marketing activities of$0.7 million,partially offset by a decrease in consulting expense of$1.0 million.Total sales,general and administrative expenses for the nine months ended September 30,2025 increased approximately$9.2 million as compared to the same period in 2024,primarily due to increases in payroll-related expenses of$5.4 million and stock-based compensation expenses of$3.4 million,both driven primarily by headcount growth,as well as increases in depreciation expense of$0.9 million and sales and marketing activities of$0.8 million,partially offset by a decrease in consulting expense of$1.5 million.In the future,sales,general and administrative expenses will vary from period to period based on the trade shows,advertising,legal,acquisition,and other sales,marketing and administrative activities undertaken,and the change in sales,marketing and administrative headcount in any given period.Amortization of Acquired Intangible Assets Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Amortization of acquired intangible assets:Amortization of acquired intangible assets included in total cost of revenue$1.7$2.8 (38.3)%$5.2$8.9 (42.1)%Amortization of acquired intangible assets included in total operating expenses 0.1 (100.0)%0.5 (100.0)%Total amortization of acquired intangible assets$1.7$2.9 (40.3)%$5.2$9.4 (45.0)%Amortization expense is related to various acquired IP.Amortization of acquired intangible assets recognized in cost of revenue and operating expenses for the three and nine months ended September 30,2025 decreased by approximately$1.2 million and$4.2 million,respectively,as compared to the same periods in 2024.The decreases in both periods were due to intangible assets which became fully amortized.Impairment of Assets Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Impairment of assets$%$1.1 (100.0)%During the nine months ended September 30,2024,we recorded a charge of approximately$1.1 million in our Unaudited Condensed Consolidated Statements of Income of this Form 10-Q,related to the write-off of certain fixed assets no longer in use and for which we determined they had no alternate economic use.Change in Fair Value of Earn-Out Liability Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Change in fair value of earn-out liability$(4.5)(100.0)%$(5.0)(100.0)1 The changes in the fair value of the earn-out liability related to the 2021 acquisition of the PLDA Group(“PLDA”),which was subject to certain revenue targets of the acquired business for a period of three years from the date of acquisition,and was settled annually in shares of our common stock based on the fair value of that common stock fixed at the time we acquired PLDA.The fair value of the earn-out liability was remeasured each quarter,depending on the acquired businesss revenue performance relative to target over the applicable period,and adjusted to reflect changes in the per share value of our common stock.During the three and nine months ended September 30,2024,we remeasured the fair value of the earn-out liability,which resulted in reductions of$4.5 million and$5.0 million,respectively,in our Unaudited Condensed Consolidated Statements of Income of this Form 10-Q.The final earn-out was achieved in the third quarter of 2024 and fully paid during the fourth quarter of 2024.Interest and Other Income(Expense),Net Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Interest income and other income(expense),net$6.3$4.7 35.6%$16.4$13.7 20.2%Interest expense (0.3)(0.3)(10.1)%(1.1)(1.1)(1.0)%Interest and other income(expense),net$6.0$4.4 39.0%$15.4$12.6 22.0%Interest income and other income(expense),net,includes interest income from our investment portfolio and from the significant financing component of licensing agreements,as well as any gains or losses from the re-measurement of our monetary assets or liabilities denominated in foreign currencies.For the three months ended September 30,2025 and 2024,interest income and other income(expense),net,consisted primarily of interest income of$6.5 million and$4.8 million,respectively,generated from our investment portfolio.For the nine months ended September 30,2025 and 2024,interest income and other income(expense),net,consisted primarily of interest income of$17.1 million and$13.6 million,respectively,generated from our investment portfolio.Interest income increased during the three and nine months ended September 30,2025 as compared to the same periods in 2024 due to an increase in our investment portfolio,partially offset by a decline in interest rates on our investments.Interest expense is primarily associated with long-term software licenses.Interest expense remained flat for the three and nine months ended September 30,2025 as compared to the same periods in 2024.Provision for Income Taxes Three Months EndedSeptember 30,Change in Nine Months EndedSeptember 30,Change in(Dollars in millions)2025 2024 Percentage 2025 2024 Percentage Provision for income taxes$20.9$10.4 101.6%$38.1$20.1 89.5fective tax rate 30.2.6.6.6%Our provision for income taxes for the three and nine months ended September 30,2025 was primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2025,offset by tax benefits from excess stock-based compensation deductions.Our provision for income taxes for the three and nine months ended September 30,2025 reflected effective tax rates of 30.2%and 18.6%,respectively,and includes the impact from the tax legislation,referred to as the One Big Beautiful Bill Act(“OBBBA”),which was enacted in the third quarter of 2025 and is further discussed below.Our provision for income taxes for the three and nine months ended September 30,2024 was primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2024,offset by tax benefits from excess stock-based compensation deductions.Our provision for income taxes for the three and nine months ended September 30,2024 reflected effective tax rates of 17.6%and 3214.6%,respectively.For both 2025 and 2024,our effective tax rates differed from the U.S.statutory rate primarily due to tax benefits from excess stock-based compensation deductions.During each of the three months ended September 30,2025 and 2024,we paid foreign withholding taxes of$5.1 million.During the nine months ended September 30,2025 and 2024,we paid foreign withholding taxes of$16.1 million and$15.5 million,respectively.On July 4,2025,the United States enacted federal tax legislation commonly referred to as the OBBBA.Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses,immediate expensing of certain capital expenditures,and other changes to the U.S.taxation of profits derived from foreign operations.As a result of the enactment of the legislation,there was an increase to our tax expense,primarily related to changes in the taxation of profits derived from foreign operations,and more specifically,the foreign-derived intangible income deduction.We project our effective tax rate to increase in 2025 due to the impact from the new tax legislation,particularly related to the foreign-derived intangible income deduction.On September 18,2025,the South Korean Supreme Court ruled that the use of any patents in South Korea constitutes domestic source income under the South KoreaU.S.Tax Treaty,even if such patents are not registered with the patent office in South Korea.Based on this ruling,patent license royalties are subject to South Korean withholding tax if the patents are used in South Korea.As a result of this ruling,we determined that it is not more likely than not that withholding taxes paid in South Korea are recoverable.Consequently,we recorded an uncertain tax position reserve on the$82.7 million of outstanding refund claims relating to the period from the fourth quarter of 2018 through the third quarter of 2023,reducing the previously recorded long-term tax receivable for these refund claims to zero,as we determined it is not more likely than not that the withholding taxes paid in South Korea are recoverable.We also removed the$32.2 million long-term tax receivable previously recorded for withholding taxes paid during the fourth quarter of 2023 through the second quarter of 2025.As a result,the total long-term tax receivable balance of$114.9 million,excluding interest,was reduced to zero in the third quarter of 2025.The related long-term tax payable of$114.9 million,excluding interest,was also reduced to zero,resulting in zero tax expense impact.Liquidity and Capital Resources As of(In millions)September 30,2025 December 31,2024 Cash and cash equivalents$79.2$99.8 Marketable securities 594.1 382.0 Total cash,cash equivalents and marketable securities$673.3$481.8 Nine Months EndedSeptember 30,(In millions)2025 2024 Net cash provided by operating activities$260.2$171.6 Net cash provided by(used in)investing activities$(231.4)$13.0 Net cash used in financing activities$(49.9)$(165.3)LiquidityWe currently anticipate that existing cash,cash equivalents and marketable securities balances and cash flows from operations will be adequate to meet our cash needs for at least the next 12 months.Additionally,the majority of our cash and cash equivalents are in the United States.Our cash needs for the nine months ended September 30,2025,were funded primarily from cash collected from our customers.33We do not anticipate any liquidity constraints as a result of either the current credit environment or investment fair value fluctuations.Additionally,we have the intent and we believe we have the ability to hold our debt investments that have unrealized losses in accumulated other comprehensive gain(loss)for a sufficient period of time to allow for recovery of the principal amounts invested.We continually monitor the credit risk in our portfolio and mitigate our credit risk exposures in accordance with our policies.As a part of our overall business strategy,from time to time we evaluate businesses and technologies for potential acquisitions that are aligned with our core business and designed to supplement our growth.To provide us with more flexibility in returning capital to our stockholders,on October 29,2020,our Board approved a share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares(the“2020 Repurchase Program”).Share repurchases under the 2020 Repurchase Program may be made through the open market,established plans or privately negotiated transactions in accordance with all applicable securities laws,rules and regulations.There is no expiration date applicable to the 2020 Repurchase Program.During the nine months ended September 30,2025,we repurchased shares of our common stock under the 2020 Repurchase Program as discussed in the“Share Repurchase Program”section below.Operating ActivitiesCash provided by operating activities of$260.2 million for the nine months ended September 30,2025,was primarily attributable to the cash generated from product sales,customer licensing and engineering services fees.Changes in operating assets and liabilities for the nine months ended September 30,2025 primarily included a decrease in accounts receivable and an increase in deferred revenue,offset by an increase in prepaid expenses and other current assets,as well as decreases in accounts payable,accrued salaries and benefits and other current liabilities.Additionally,changes in operating assets and liabilities excludes the impact of the non-cash write-down of income taxes receivable and offsetting income taxes payable of$118.9 million(including interest)related to South Korea withholding taxes as discussed in“Provision for Income Taxes”section above.Cash provided by operating activities of$171.6 million for the nine months ended September 30,2024,was primarily attributable to the cash generated from customer licensing,product sales and engineering services fees.Changes in operating assets and liabilities for the nine months ended September 30,2024 primarily included decreases in unbilled receivables and prepaids and other current assets and an increase in income taxes payable,offset by increases in income taxes receivable,inventories and accounts receivable,and a decrease in accrued salaries and benefits.Investing ActivitiesCash used in investing activities of$231.4 million for the nine months ended September 30,2025,consisted of purchases of available-for-sale marketable securities of$498.2 million and$20.3 million paid to acquire property and equipment,offset by proceeds from the maturities of available-for-sale marketable securities of$287.1 million.Cash provided by investing activities of$13.0 million for the nine months ended September 30,2024,consisted of proceeds from the maturities and sales of available-for-sale marketable securities of$206.9 million and$85.7 million,respectively,and net proceeds from the sale of a non-marketable equity security of$22.8 million,offset by purchases of available-for-sale marketable securities of$278.2 million,and$24.2 million paid to acquire property and equipment.Financing ActivitiesCash used in financing activities of$49.9 million for the nine months ended September 30,2025,was primarily due to$37.6 million in payments of taxes on restricted stock units,$10.2 million paid under installment payment arrangements to acquire fixed assets and an aggregate payment of$5.8 million as part of our share repurchases in 2025,offset by$3.7 million in proceeds from the issuance of common stock under equity incentive plans.Cash used in financing activities of$165.3 million for the nine months ended September 30,2024,was primarily due to an aggregate payment of$113.3 million as part of our share repurchases in 2024(includes$0.2 million in fees related to an ASR program),$40.3 million in payments of taxes on restricted stock units,and$12.7 million paid under installment payment 34arrangements to acquire fixed assets,offset by$3.4 million in proceeds from the issuance of common stock under equity incentive plans.Contractual ObligationsAs of September 30,2025,our material contractual obligations were as follows:(In thousands)Total Remainder of2025 2026 2027 2028 Contractual obligations Software licenses$33,246$2,297$13,605$12,997$4,347 Other contractual obligations 171 33 138 Total$33,417$2,330$13,743$12,997$4,347 The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately$25.2 million,including$23.9 million recorded as a reduction of long-term deferred tax assets and$1.3 million in long-term income taxes payable as of September 30,2025.As noted in Note 13,“Income Taxes,”of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q,although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months,we cannot reasonably estimate the timing of the outcome at this time.For our lease commitments as of September 30,2025,refer to Note 9,“Leases,”of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q.We have commitments with various software vendors for agreements generally having terms longer than one year.Share Repurchase ProgramOn October 29,2020,our Board approved the 2020 Repurchase Program authorizing the repurchase of up to an aggregate of 20.0 million shares.Share repurchases under the 2020 Repurchase Program may be made through the open market,established plans or privately negotiated transactions in accordance with all applicable securities laws,rules and regulations.There is no expiration date applicable to the 2020 Repurchase Program.During the nine months ended September 30,2025,we entered into share repurchase plans(the“Buying Plans”)with Mizuho Securities USA,LLC(“Mizuho”),pursuant to which Mizuho will repurchase shares of our common stock from February 6,2025 through December 31,2025,with provisions to terminate sooner.The Buying Plans are part of the 2020 Repurchase Program.The execution of share repurchases is dependent on our stock price reaching certain levels.During the nine months ended September 30,2025,we repurchased 0.1 million shares for approximately$5.8 million as part of the Buying Plans,which were retired and recorded as a reduction to stockholders equity.During the nine months ended September 30,2024,we repurchased approximately 2.2 million shares for approximately$113.8 million(includes excise tax)under the 2020 Repurchase Program,which were retired and recorded as a reduction to stockholders equity.As of September 30,2025,there remained an outstanding authorization to repurchase approximately 5.6 million shares of our outstanding common stock under the 2020 Repurchase Program.(1)(2)(3)(1)(2)(3)35Critical Accounting Policies and EstimatesThe discussion and analysis of our financial condition and results of operations are based upon our Unaudited Condensed Consolidated Financial Statements,which have been prepared in accordance with accounting principles generally accepted in the United States.The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,liabilities,revenue and expenses,and related disclosure of contingent assets and liabilities.On an ongoing basis,we evaluate our estimates,including those related to revenue recognition,investments,income taxes,litigation and other contingencies.We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.Actual results may differ from these estimates under different assumptions or conditions.Our critical accounting estimates include those regarding(1)revenue recognition,(2)goodwill,(3)intangible assets,(4)income taxes,and(5)business combinations.For a discussion of our critical accounting estimates,see“Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates”in our Annual Report on Form 10-K for the year ended December 31,2024.Recent Accounting PronouncementsRefer to Note 2,“Recent Accounting Pronouncements,”of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for a discussion of recent accounting pronouncements,including the respective expected dates of ad
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 28,2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to .Commission File Number:001-34841NXP Semiconductors N.V.(Exact name of registrant as specified in its charter)Netherlands98-1144352(State or other jurisdictionof incorporation or organization)(I.R.S.employer identification number)60 High Tech Campus5656 AGEindhovenNetherlands(Address of principal executive offices)(Zip code) 31402729999(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading symbol(s)Name of each exchange on which registeredCommon shares,EUR 0.20 par valueNXPIThe Nasdaq Global Select MarketIndicate 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 12months(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 ofthis 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 filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf 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 financialaccounting 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 October 24,2025,there were 251,674,471 shares of our common stock,0.20 par value per share,issued and outstanding.NXP Semiconductors N.V.Form 10-QFor the Fiscal Quarter Ended September 28,2025TABLE OF CONTENTSPagePart IIntroduction and Forward Looking Statements1Item 1.Financial Statements3Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations21Item 3.Quantitative and Qualitative Disclosures About Market Risk36Item 4.Controls and Procedures36Part IIItem 1.Legal Proceedings37Item 1A.Risk Factors37Item 2.Unregistered Sales of Equity Securities and Use of Proceeds37Item 5.Other Information37Item 6.Exhibits38Introduction and Forward Looking StatementsThis Form 10-Q and certain information incorporated herein by reference contains forward-looking statements,which are provided under the“safe harbor”protection ofthe 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 includestatements regarding our business strategy,financial condition,results of operations,market data as well as any other statements that are not historical facts.Thesestatements reflect beliefs of our management,as well as assumptions made by our management and information currently available to us.Although we believe that thesebeliefs and assumptions are reasonable,these statements are subject to numerous factors,risks and uncertainties that could cause actual outcomes and results to bematerially different from those projected.These factors,risks and uncertainties expressly qualify all subsequent oral and written forward-looking statements attributableto 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 ourestablished 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 againstRussia,and the continued hostilities and armed conflict in the Middle East,which could adversely impact the global supply chain,disrupt our operations ornegatively 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 andcapital investment requirements;anda 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 describedherein 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 innature 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 basedthese 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 moreof 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 haveon 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 priceof 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 statementswere made.Except for any ongoing obligation to disclose material information as required by the United States federal securities laws,NXP1does not have any intention or obligation to publicly update or revise any forward-looking statements after we distribute this document,whether to reflect any futureevents 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 otherwiseindicated.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 themost 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 themost 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.Managements 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 consolidatedsubsidiaries.This Form 10-Q includes market data and certain other statistical information and estimates that are based on reports and other publications from industryanalysts,market research firms,and other independent sources,as well as managements own good faith estimates and analyses.NXP believes these third-party reportsto be reputable,but has not independently verified the underlying data sources,methodologies or assumptions.The reports and other publications referenced aregenerally available to the public and were not commissioned by NXP.Information that is based on estimates,forecasts,projections,market research or similarmethodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in thisinformation.2PART I FINANCIAL INFORMATIONItem 1.Financial StatementsCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)($in millions,unless otherwise stated)For the three months endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Revenue3,173 3,250 8,934 9,503 Cost of revenue(1,386)(1,384)(4,025)(4,062)Gross profit1,787 1,866 4,909 5,441 Research and development(575)(577)(1,695)(1,735)Selling,general and administrative(286)(265)(845)(841)Amortization of acquisition-related intangible assets(31)(29)(83)(108)Total operating expenses(892)(871)(2,623)(2,684)Other income(expense)(2)(5)17(15)Operating income(loss)893 990 2,303 2,742 Financial income(expense):Other financial income(expense)(98)(82)(276)(227)Income(loss)before income taxes795 908 2,027 2,515 Benefit(provision)for income taxes(148)(173)(394)(468)Results relating to equity-accounted investees(1)(6)(33)(10)Net income(loss)646 729 1,600 2,037 Less:Net income(loss)attributable to non-controlling interests15 11 34 22 Net income(loss)attributable to stockholders631 718 1,566 2,015 Earnings per share data:Net income(loss)per common share attributable to stockholders in$Basic2.50 2.82 6.20 7.89 Diluted2.48 2.79 6.16 7.80 Weighted average number of shares of common stock outstanding during the period(in thousands):Basic252,170 254,458 252,759 255,501 Diluted254,310 257,717 254,401 258,426 See accompanying notes to the Condensed Consolidated Financial Statements3CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)($in millions,unless otherwise stated)For the three months endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Net income(loss)646 729 1,600 2,037 Other comprehensive income(loss),net of tax:Change in fair value cash flow hedges(4)16 6 8 Change in foreign currency translation adjustment 59 179 5 Change in net actuarial gain(loss)1(1)(1)1 Total other comprehensive income(loss)(3)74 184 14 Total comprehensive income(loss)643 803 1,784 2,051 Less:Comprehensive income(loss)attributable to non-controlling interests15 11 34 22 Total comprehensive income(loss)attributable to stockholders628 792 1,750 2,029 See accompanying notes to the Condensed Consolidated Financial Statements4CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)($in millions,unless otherwise stated)September 28,2025December 31,2024ASSETSCurrent assets:Cash and cash equivalents3,454 3,292 Short-term deposits500 Accounts receivable,net1,095 1,032 Assets held for sale292 Inventories,net2,452 2,356 Other current assets716 625 Total current assets8,509 7,305 Non-current assets:Deferred tax assets1,313 1,251 Other non-current assets2,186 1,796 Property,plant and equipment,net of accumulated depreciation of$6,434 and$6,1453,086 3,267 Identified intangible assets,net of accumulated amortization of$846 and$1,0371,139 836 Goodwill10,121 9,930 Total non-current assets17,845 17,080 Total assets26,354 24,385 LIABILITIES AND EQUITYCurrent liabilities:Accounts payable886 1,017 Restructuring liabilities-current49 147 Other current liabilities1,384 1,434 Short-term debt1,264 500 Total current liabilities3,583 3,098 Non-current liabilities:Long-term debt10,971 10,354 Restructuring liabilities60 10 Other non-current liabilities1,313 1,392 Total non-current liabilities12,344 11,756 Total liabilities15,927 14,854 Equity:Non-controlling interests382 348 Stockholders equity:Common stock,par value 0.20 per share:56 56 Capital in excess of par value15,324 14,962 Treasury shares,at cost:22,394,275 shares(2024:20,195,011 shares)(4,439)(4,004)Accumulated other comprehensive income(loss)167(17)Accumulated deficit(1,063)(1,814)Total stockholders equity10,045 9,183 Total equity10,427 9,531 Total liabilities and equity26,354 24,385 See accompanying notes to the Condensed Consolidated Financial Statements5CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)($in millions,unless otherwise stated)For the nine months endedSeptember 28,2025September 29,2024Cash flows from operating activities:Net income(loss)1,600 2,037 Adjustments to reconcile net income(loss)to net cash provided by(used for)operating activities:Depreciation and amortization617 666 Share-based compensation362 344 Amortization of discount(premium)on debt,net2 2 Amortization of debt issuance costs5 5 Net(gain)loss on sale of assets(29)(2)(Gain)loss on equity security,net2 12 Results relating to equity-accounted investees33 10 Deferred tax expense(benefit)(32)(127)Changes in operating assets and liabilities:(Increase)decrease in receivables and other current assets(81)(182)(Increase)decrease in inventories(180)(100)Increase(decrease)in accounts payable and other liabilities(296)(204)Decrease(increase)in other non-current assets(98)(88)Exchange differences21 15 Other items3 3 Net cash provided by(used for)operating activities1,929 2,391 Cash flows from investing activities:Purchase of identified intangible assets(85)(113)Capital expenditures on property,plant and equipment(299)(597)Insurance recoveries received for equipment damage 2 Proceeds from disposals of property,plant and equipment2 3 Purchase of interests in businesses,net of cash acquired(690)Proceeds of short-term deposits 9 Investment in short-term deposits(500)Purchase of investments(319)(193)Proceeds from sale of investments 5 Net cash provided by(used for)investing activities(1,891)(884)Cash flows from financing activities:Repurchase of long-term debt(500)(1,000)Proceeds from the issuance of long-term debt1,868 Cash paid for debt issuance costs(8)Proceeds from issuance of commercial paper notes2,426 Repayment of commercial paper notes(2,411)Dividends paid to common stockholders(771)(780)Proceeds from issuance of common stock through stock plans77 79 Purchase of treasury shares and restricted stock unit withholdings(561)(918)Other,net(2)(2)Net cash provided by(used for)financing activities118(2,621)Effect of changes in exchange rates on cash positions6 Increase(decrease)in cash and cash equivalents162(1,114)Cash and cash equivalents at beginning of period3,292 3,862 Cash and cash equivalents at end of period3,454 2,748 Supplemental disclosures to the Condensed Consolidated Cash flowsNet cash paid during the period for:Interest194 151 Income taxes,net of refunds437 587 Net gain(loss)on sale of assets:Cash proceeds from the sale of assets38 3 Book value of these assets(9)(1)Non-cash investing activities:Non-cash capital expenditures112 125 See accompanying notes to the Condensed Consolidated Financial Statements6CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(Unaudited)($in millions,unless otherwise stated)Outstandingnumber ofshares(inthousands)CommonstockCapital inexcess ofpar valueTreasuryshares atcostAccumu-latedothercompre-hensiveincome(loss)Accumu-lateddeficitTotalstock-holdersequityNon-con-trollinginterestsTotalequityBalance as of December 31,2024254,324 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 plans131 131 131 Shares issued pursuant to stock awards238 54(22)32 32 Treasury shares repurchased and retired(1,413)(303)(303)(303)Dividends common stock($1.014 pershare)(257)(257)(257)Balance as of March 30,2025253,149 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 plans113 113 113 Shares issued pursuant to stock awards70 16(9)7 7 Treasury shares repurchased and retired(1,105)(204)(204)(204)Dividends common stock($1.014 pershare)(255)(255)(255)Balance as of June 29,2025252,114 56 15,206(4,441)170(1,422)9,569 367 9,936 Net income(loss)631 631 15 646 Other comprehensive income(3)(3)(3)Share-based compensation plans118 118 118 Shares issued pursuant to stock awards249 56(18)38 38 Treasury shares repurchased and retired(238)(54)(54)(54)Dividends common stock($1.014 pershare)(254)(254)(254)Balance as of September 28,2025252,125 56 15,324(4,439)167(1,063)10,045 382 10,427 7CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(Unaudited)($in millions,unless otherwise stated)Outstandingnumber ofshares(inthousands)CommonstockCapital inexcess ofpar valueTreasuryshares atcostAccumu-latedothercompre-hensiveincome(loss)Accumu-lateddeficitTotalstock-holdersequityNon-con-trollinginterestsTotalequityBalance as of December 31,2023257,190 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 plans118 118 118 Shares issued pursuant to stock awards228 44(7)37 37 Treasury shares repurchased and retired(1,323)(303)(303)(303)Dividends common stock($1.014 pershare)(260)(260)(260)Balance as of March 31,2024256,095 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 plans111 111 111 Shares issued pursuant to stock awards89 17(14)3 3 Treasury shares repurchased and retired(1,208)(310)(310)(310)Dividends common stock($1.014 pershare)(259)(259)(259)Balance as of June 30,2024254,976 56 14,730(3,762)30(2,036)9,018 327 9,345 Net income(loss)718 718 11 729 Other comprehensive income74 74 74 Share-based compensation plans119 119 119 Shares issued pursuant to stock awards245 46(7)39 39 Treasury shares repurchased and retired(1,219)(305)(305)(305)Dividends common stock($1.014 pershare)(257)(257)(257)Balance as of September 29,2024254,002 56 14,849(4,021)104(1,582)9,406 338 9,744 See accompanying notes to the Condensed Consolidated Financial Statements8NXP SEMICONDUCTORS N.V.NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAll amounts in millions of$unless otherwise stated1 Basis of Presentation and OverviewWe 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 estimatesWe have made estimates and judgments affecting the amounts reported in our Condensed Consolidated Financial Statements and the accompanying notes.The actualresults that we experience may differ materially from our estimates.The interim financial information is unaudited,but reflects all normal adjustments that are,in ouropinion,necessary to provide a fair statement of results for the interim periods presented.This interim information should be read in conjunction with the ConsolidatedFinancial Statements in our Annual Report on Form 10-K for the year ended December 31,2024.Segment reportingNXP 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 fromtotal assets to evaluate whether and how to reinvest profits into the entitys operations,shareholder return,acquisitions or otherwise.Net income is also used to monitorbudget versus actual results,forecasted information and in competitive analysis.These interim income and expense items are as included on the Consolidated Statementsof Operations and in our notes to the Consolidated Financial Statements.Chief Executive Officer SuccessionFollowing the previous announcement on April 28,2025,Kurt Sievers has voluntarily retired as CEO and executive director of the Company effective October 28,2025.The Companys Board of Directors has unanimously appointed Rafael Sotomayor to succeed Mr.Sievers as President and CEO and temporary executive directorof the Company effective as of October 28,2025.2 Significant Accounting Policies and Recent Accounting PronouncementsSignificant Accounting PoliciesFor 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 significantaccounting policies since our Annual Report on Form 10-K for the year ended December 31,2024.Recent accounting standardsAccounting Standards Adopted in 2025In December 2023,the FASB issued Accounting Standards Update(ASU)2023-09,Income Taxes(Topic 740):Improvements to Income Tax Disclosures.Theamendments 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 applicabledisclosure for our fiscal year ending December 31,2025.Accounting standards not yet adoptedIn November 2024,the FASB issued Accounting Standards Update(ASU)2024-03,Disaggregation of Income Statement Expenses.The standard requires disaggregateddisclosure of income statement expenses.It requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to thefinancial statements.ASU 2024-03 is effective for fiscal years beginning after December 15,2026,with early adoption permitted.We are currently evaluating the effectof this new guidance on our Consolidated Financial Statements.9No other new accounting pronouncements were issued or became effective in the period that had,or are expected to have,a material impact on our ConsolidatedFinancial Statements.3 Acquisitions and DivestmentsOn October 24,2025,NXP closed the previously announced acquisition of 100%of Aviva Links for$243 million in cash,before closing adjustments.Aviva Links is aprovider of Automotive SerDes Alliance(ASA)compliant in-vehicle connectivity solutions.The Aviva Links acquisition complements and expands NXPs automotivenetworking solutions in the Automotive and Industrial&IoT end markets.We are currently evaluating the purchase price allocation for this transaction and expect tohave our preliminary allocation completed in the fourth quarter of 2025.On October 27,2025,NXP closed the previously announced acquisition of 100%of Kinara,Inc.for$307 million in cash,before closing adjustments.Kinara is anindustry leader in high performance,energy-efficient and programmable discrete neural processing units(NPUs).The Kinara acquisition complements and expandsNXPs solutions for AI-powered edge systems in the Industrial&IoT and Automotive end markets.We are currently evaluating the purchase price allocation for thistransaction and expect to have our preliminary allocation completed in the fourth quarter of 2025.2025On June 17,2025,NXP announced the closing of the acquisition of 100%of TTTech Auto for$766 million in cash($679 million net of cash acquired).TTTech Auto isa leader in innovating unique safety-critical systems and middleware for software-defined vehicles(SDVs).The TTTech Auto acquisition complements and expandsNXPs 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 TTTech Auto acquisition,by major class,were recognized as follows:Cash91 Other assets75 Other liabilities(52)Identified intangible assets345 Goodwill307 Net assets acquired766 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,andsynergies expected from the combination.The goodwill recognized is non-deductible for income tax purposes.10The identified intangible assets assumed were recognized as follows:Fair valueWeighted AverageEstimated Useful Life(in Years)Software267 11.5Technology25 11.5Customer relationships49 8.5Order backlog4 3.5Total identified intangible assets345 The income approach was applied to estimate the fair values of the intangible assets acquired.Software,technology,customer relationships,and order backlog werevalued 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.There were no material divestments during the first nine months of 2025.2024There were no material acquisitions or divestments during the first nine months of 2024.4 Assets Held for SaleIn 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 theNXP 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 adefinitive 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 isexpected to close during 2026.The carrying value of these assets held for sale as of September 28,2025,are comprised of current assets of$87 million and non-currentassets of$205 million,which consists primarily of goodwill of$170 million.5 Supplemental Financial InformationStatement of Operations Information:Disaggregation of revenueThe following table presents revenue disaggregated by sales channel:For the three months endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Distributors1,866 1,897 5,026 5,440 Original Equipment Manufacturers and Electronic Manufacturing Services1,269 1,321 3,810 3,970 Other38 32 98 93 Total Revenue3,173 3,250 8,934 9,503 11Depreciation,amortization and impairmentFor the three months endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Depreciation of property,plant and equipment132 149 418 440 Amortization of internal use software14 8 30 22 Amortization of other identified intangible assets55 61 169 204 Total-Depreciation,amortization and impairment201 218 617 666 Financial income and expenseFor the three months endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Interest income37 36 111 125 Interest expense(118)(96)(339)(298)Other financial income/(expense)(17)(22)(48)(54)Total(98)(82)(276)(227)Earnings per shareThe computation of earnings per share(EPS)is presented in the following table:For the three months endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Net income(loss)646 729 1,600 2,037 Less:net income(loss)attributable to non-controlling interests15 11 34 22 Net income(loss)attributable to stockholders631 718 1,566 2,015 Weighted average number of shares outstanding(after deduction of treasury shares)during the year(in thousands)252,170 254,458 252,759 255,501 Plus incremental shares from assumed conversion of:Options 74 134 83 155 Restricted Share Units,Performance Share Units and Equity Rights 2,066 3,125 1,559 2,770 Dilutive potential common shares2,140 3,259 1,642 2,925 Adjusted weighted average number of shares outstanding(after deduction of treasuryshares)during the year(in thousands)254,310 257,717 254,401 258,426 EPS attributable to stockholders in$:Basic net income(loss)2.50 2.82 6.20 7.89Diluted net income(loss)2.48 2.79 6.16 7.80 There were no stock options to purchase shares of NXPs common stock that were outstanding in Q3 2025 and YTD 2025(Q3 2024 and YTD 2024:no shares)that were anti-dilutiveand 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 sharesassumed to be repurchased using the proceeds of unrecognized compensation expense and exercise prices were greater than the weighted average number of shares underlyingoutstanding stock options.There were 0.4 million unvested RSUs,PSUs and equity rights that were outstanding in Q3 2025 and YTD 2025(Q3 2024:0.4 million shares and YTD 2024:0.2 shares)that wereanti-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 compensationexpense were greater than the weighted average number of outstanding unvested RSUs,PSUs and equity rights or the performance goal has not been met yet.1)2)12Balance Sheet InformationCash and cash equivalentsAt September 28,2025,and December 31,2024,our cash balance was$3,454 million and$3,292 million,respectively,of which$324 million and$261 million washeld 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 bedistributed by way of a dividend to us,but 38.8%of the dividend will be paid to our joint venture partner.During both first nine months of 2025 and 2024,no dividendswere declared by SSMC.InventoriesInventories are summarized as follows:September 28,2025December 31,2024Raw materials108 109 Work in process1,666 1,576 Finished goods678 671 2,452 2,356 The amounts recorded above are net of allowance for obsolescence of$115 million as of September 28,2025(December 31,2024:$150 million).Equity InvestmentsAt September 28,2025 and December 31,2024,the total carrying value of investments in equity securities is summarized as follows:September 28,2025December 31,2024Marketable equity securities1 1 Non-marketable equity securities118 71 Equity-accounted investments538 300 657 372 The total carrying value of investments in equity-accounted investees is summarized as follows:September 28,2025December 31,2024Shareholding%AmountShareholding%AmountVisionPower Semiconductor Manufacturing Company Pte.Ltd.(VSMC)40.0042 40.004 European Semiconductor Manufacturing Company(ESMC)GmbH 10.006 10.00w SMART Growth Fund,L.P.8.418 8.419 SigmaSense,LLC9.40.64( Others 22 22 538 300 NXP accounts for its investment in ESMC under the equity method due to our ability to exercise significant influence over ESMCs operations,primarily through representation on ESMCs board of directors and other operational arrangements.1)1)13Results related to equity-accounted investees at the end of each period were as follows:For the three months endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Companys share in income(loss)(1)(6)(7)(11)Other results (26)1(1)(6)(33)(10)For the nine-month period ending September 28,2025,other results includes the impairment of our equity method investment SigmaSense.Other current liabilitiesOther current liabilities at September 28,2025 and December 31,2024 consisted of the following:September 28,2025December 31,2024Accrued compensation and benefits352 371 Customer programs45 131 Income taxes payable102 114 Dividend payable255 258 Other630 560 1,384 1,434 1)1)14Accumulated 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 ofOperations.The after-tax components of accumulated other comprehensive income(loss)and their corresponding changes are shown below:Currency translationdifferencesChange infair valuecash flowhedgesNet actuarialgain/(losses)Accumulated OtherComprehensiveIncome(loss)As of December 31,202466(5)(78)(17)Other comprehensive income(loss)before reclassifications179 9(1)187 Amounts reclassified out of accumulated other comprehensive income(loss)(1)(1)Tax effects(2)(2)Other comprehensive income(loss)179 6(1)184 As of September 28,2025245 1(79)167 Cash dividendsThe following dividends were declared during the first nine months of 2025 and 2024 under NXPs quarterly dividend program:Fiscal Year 2025Fiscal Year 2024Dividend per shareAmountDividend per shareAmountFirst quarter1.014 257 1.014 260 Second quarter1.014 256 1.014 259 Third quarter1.014 255 1.014 258 The dividend declared in the third quarter(not yet paid)is classified in the Condensed Consolidated Balance Sheet in other current liabilities as of September 28,2025and was subsequently paid on October 8,2025.6 RestructuringAt 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 January1,2025AdditionsUtilizedReleasedOtherchangesAs of September28,2025Restructuring liabilities157 89(137)(5)5 109 The total restructuring liability as of September 28,2025 of$109 million is classified in the Consolidated Balance Sheet under current liabilities($49 million)and non-current liabilities($60 million).The restructuring charges for the nine-month period ending September 28,2025 primarily consist of$89 million for personnel related costs for specific targeted actions,offset by a$5 million release for an earlier program.The restructuring charges for the nine-month period ending September 29,2024 consist of$21 million for personnelrelated costs for specific targeted actions,offset by a$9 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:15For the three months endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Cost of revenue 65 7 Research and development1 11 7 Selling,general and administrative2 8(1)Net restructuring charges3 84 13 7 Income TaxEach 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 arerecognized in the interim period in which they occur.As the year progresses,the Company continually refines the EAETR based upon actual events and theapportionment 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 anaccumulated 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 18.7%,which is lower than the Netherlands statutory tax rate of 25.8%,primarily due to tax benefitsfrom the Netherlands and foreign tax incentives.For the three months endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Tax benefit(provision)calculated at EAETR(149)(160)(380)(446)Discrete tax benefit(provision)items1(13)(14)(22)Benefit(provision)for income taxes(148)(173)(394)(468)Effective tax rate18.6.0.4.6%The effective tax rate of 18.6%for the third quarter of 2025 was lower than the EAETR due to the income tax benefit for discrete items of$1 million.The discrete itemsare primarily related to the impact of foreign currency on income tax related items,changes in estimates for previous years,and changes in the litigation accrual andrelated insurance reimbursements relating to the Motorola Personal Injury Lawsuits regarding previous years.For the first nine months ended 2025,the effective tax rate of 19.4%was higher than 18.7%due to a net result of unfavorable discrete items of$14 million.Thesediscrete items are primarily related to the impact of changes in estimates for previous years,and changes in the litigation accrual and related insurance reimbursementsrelating to the Motorola Personal Injury Lawsuits.The effective tax rate of 19.4%for the first nine months of 2025 was higher compared to the rate for the first nine months ended 2024 of 18.6%due to a different mix ofthe benefit(provision)for income taxes in our operating locations and lower foreign tax incentives in the current period as a result of a decrease in qualifying income.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 ofcertain expiring provisions of the Tax Cuts and Jobs Act,modifications to the international tax framework and the restoration of favorable tax treatment for certainbusiness provisions.The legislation has multiple effective dates,with certain provisions effective in 2025 and others implemented as of 2026.We have assessed thatthere is effectively no material tax impact on our consolidated financial statements.We also note that there is still unclarity about what the G7 statement in relation to theUS on global minimum taxes,as announced on June 28,2025,could mean for the Company.168 Identified Intangible AssetsIdentified intangible assets as of September 28,2025 and December 31,2024,respectively,were composed of the following:September 28,2025December 31,2024Gross carryingamountAccumulatedamortizationGross carryingamountAccumulatedamortizationIn-process R&D(IPR&D)24 24 Customer-related845(435)790(400)Technology-based1,116(411)1,059(637)Identified intangible assets1,985(846)1,873(1,037)IPR&D is not subject to amortization until completion or abandonment of the associated research and development effort.The estimated amortization expense for these identified intangible assets for each of the five succeeding years is:2025(remaining)68 2026234 2027215 2028132 202990 Thereafter400 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 6 years as of September 28,2025(December 31,2024:5 years).9 DebtCommercial PaperWe have a$2 billion Commercial Paper Program to support general corporate purposes.As of September 28,2025,we had$15 million commercial paper notesoutstanding with a duration of up to 98 days.The weighted-average interest rate of the Companys outstanding commercial paper notes is 4.62%.Debt issuance and redemptionOn August 19,2025,NXP Semiconductors N.V.,together with NXP B.V.,NXP Funding LLC and NXP USA,Inc.issued$500 million of 4.30%senior unsecured notesdue 2028,$300 million of 4.85%senior unsecured notes due 2032 and$700 million of 5.25%senior unsecured notes due 2035.On May 1,2025,we repaid the$500 million aggregate principal amount of outstanding 2.7%senior unsecured notes due 2025 at maturity using available cash.1)1)17Long-term debtThe following table summarizes the outstanding debt as of September 28,2025 and December 31,2024:September 28,2025December 31,2024MaturitiesAmountInterestrateAmountInterestrateFixed-rate 2.7%senior unsecured notesMay,2025 2.700 500 2.700 Fixed-rate 5.35%senior unsecured notesMar,2026500 5.350 500 5.350 Fixed-rate 3.875%senior unsecured notesJun,2026750 3.875 750 3.875 Fixed-rate 3.15%senior unsecured notesMay,2027500 3.150 500 3.150 Fixed-rate 4.40%senior unsecured notesJun,2027500 4.400 500 4.400 Fixed-rate 4.30%senior unsecured notesAug,2028500 4.300 Fixed-rate 5.55%senior unsecured notesDec,2028500 5.550 500 5.550 Fixed-rate 4.3%senior unsecured notesJun,20291,000 4.300 1,000 4.300 Fixed-rate 3.4%senior unsecured notesMay,20301,000 3.400 1,000 3.400 Fixed-rate 2.5%senior unsecured notesMay,20311,000 2.500 1,000 2.500 Fixed-rate 2.65%senior unsecured notesFeb,20321,000 2.650 1,000 2.650 Fixed-rate 4.85%senior unsecured notesAug,2032300 4.850 Fixed-rate 5.0%senior unsecured notesJan,20331,000 5.000 1,000 5.000 Fixed-rate 5.25%senior unsecured notesAug,2035700 5.250 Fixed-rate 3.25%senior unsecured notesMay,20411,000 3.250 1,000 3.250 Fixed-rate 3.125%senior unsecured notesFeb,2042500 3.125 500 3.125 Fixed-rate 3.25%senior unsecured notesNov,2051500 3.250 500 3.250 Floating-rate revolving credit facility(RCF)Aug,2027 Fixed-rate 4.45%EIB Facility LoanDec,2030670 4.450 670 4.450 Fixed-rate 4.709%EIB Facility LoanFeb,2031370 4.709 Total principal12,290 10,920 Unamortized discounts,premiums and debt issuance costs(70)(66)Total debt,including unamortized discounts,premiums,debt issuance costs and fair value adjustments12,220 10,854 Current portion of long-term debt(1,249)(500)Long-term debt10,971 10,354 10 Related-Party TransactionsThe Companys 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 endedFor the nine months endedSeptember 28,2025September 29,2024September 28,2025September 29,2024Revenue and other income 1 2 3 Purchase of goods and services1 1 2 3 The following table presents the amounts related to receivable and payable balances with these related parties:September 28,2025December 31,2024Receivables1 1 Payables2 3 18Driven 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 acapacity commitment over the lifetime of the factory.NXP has contributed$385 million during the nine months ended September 28,2025 and$660 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 NXPs related party commitments.11 Fair Value MeasurementsThe following table summarizes the estimated fair value of our financial instruments which are measured at fair value on a recurring basis:Estimated fair valueFair valuehierarchySeptember 28,2025December 31,2024Assets:Short-term deposits1500 Money market funds12,373 2,398 Marketable equity securities11 2 Derivative instruments-assets24 2 Liabilities:Derivative instruments-liabilities2(9)(10)The following methods and assumptions were used to estimate the fair value of financial instruments:Assets and liabilities measured at fair value on a recurring basisInvestments in short-term deposits,representing liquid assets with original maturity beyond three months and having no significant risk of changes in fair value,arerepresented at carrying value as reasonable estimates of fair value due to the relatively short period of time between the origination of the instruments and their expectedrealization.Money market funds(as part of our cash and cash equivalents)and marketable equity securities(as part of other non-current assets)have fair valuemeasurements 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 basisWe measure and record our non-marketable equity securities,equity method investments and non-financial assets,such as intangible assets and property,plant andequipment,at fair value when an impairment charge is required.Assets and liabilities not recorded at fair value on a recurring basisFinancial instruments not recorded at fair value on a recurring basis include non-marketable equity securities and equity method investments that have not beenremeasured or impaired in the current period and debt.As of September 28,2025,the estimated fair value of current and non-current debt was$11.5 billion($9.8 billion as of December 31,2024).The fair value is estimatedon 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 thecarrying amount or estimated fair value of debt.Given the short tenure of the Companys commercial paper notes,the carrying value of the outstanding commercialpaper notes approximates the fair values,and therefore are excluded from the values above($15 million as of September 28,2025 and no outstanding commercial papernotes as of December 31,2024).12 Commitments and ContingenciesPurchase CommitmentsThe 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.Thisforecasted time-horizon can vary for different suppliers.As of September 28,2025,other than foundry joint venture commitments,the Company had purchase19commitments of$3,341 million,which are due through 2044.Foundry Joint Venture CommitmentsDriven by our investment in VSMC,NXP has committed to invest an additional$1,251 million in equity through 2026.NXP has committed to contribute an additional$540 million to support the long-term capacity infrastructure that is expected to be paid through 2026.In addition,NXP has an agreed purchase commitment withVSMC that over the lifetime of the factory the minimal loading will be between 80%-90%,resulting in a total purchase commitment of approximately$14,096 millionthat 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$449 million in equity through 2028.Lease CommitmentsThe Company has operating and finance lease arrangements related to buildings(corporate offices,research and development and manufacturing facilities anddatacenters),land,machinery and installations and other equipment(vehicles and certain office equipment).As of September 28,2025,amounts related to future leasepayments for operating lease obligations totaled$531 million(December 31,2024:$321 million),which are due through 2048.The increase in Q3 2025 resulted from alease agreement for a new greenfield facility with office and lab areas,commencing in 2030 with a fixed 20-year term.Legal ProceedingsWe 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 bepredicted 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 ourConsolidated Financial Position.However,such outcomes may be material to our Condensed Consolidated Statement of Operations for a particular period.TheCompany 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 losscontingency can be reasonably estimated.The Company does not record a gain contingency until the period in which all contingencies are resolved and the gain isrealized or realizable.Legal fees are expensed when incurred.Motorola Personal Injury LawsuitsThe Company is currently assisting Motorola in the defense of personal injury lawsuits due to indemnity obligations included in the agreement that separated Freescalefrom 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 insemiconductor manufacturing clean room facilities and birth defects.The Company is in process of finalizing agreements to resolve 4 cases,and claims from 5individuals remain pending in Cook County.The Motorola suits allege exposures between 1980 and 2005.Each claim seeks an unspecified amount of damages for thealleged injuries;however,legal counsel representing the plaintiffs has indicated they will seek substantial compensatory and punitive damages from Motorola for theentire 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 toNXP 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 theavailability of applicable insurance coverage for each of the individual cases.Motorola and NXP have denied liability for these alleged injuries based on numerousdefenses.Legal Proceedings Related Accruals and Insurance CoverageThe 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 madeneed 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 anaggregate amount of$116 million accrued for potential and current legal proceedings as of September 28,2025,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 ofSeptember 28,2025,the Companys related balance of insurance reimbursements was$92 million(December 31,2024:$259 million)and is included in“Other non-current assets”.20The Company also estimates the aggregate range of reasonably possible losses in excess of the amount accrued based on currently available information for those casesfor which such estimate can be made.The estimated aggregate range requires significant judgment,given the varying stages of the proceedings,the existence of multipledefendants(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 theattendant uncertainty of the various potential outcomes of such claims.Accordingly,the Companys estimate will change from time to time,and actual losses may bemore than the current estimate.As at September 28,2025,the Company believes that for all litigation pending its potential aggregate exposure to loss in excess of theamount accrued(without reduction for any amounts that may possibly be recovered under insurance programs)could range between$0 and$116 million.Based uponour past experience with these matters,the Company would expect to receive additional insurance reimbursement of up to$92 million on certain of these claims thatwould partially offset the potential aggregate exposure to loss in excess of the amount accrued.Item 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsManagements Discussion and Analysis(MD&A)should be read in conjunction with our Consolidated Financial Statements and Notes and the MD&A in our AnnualReport 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.OverviewQuarterly Financial HighlightsRevenue was$3,173 million,down 2.4%year-on-year;GAAP gross margin was 56.3%,and GAAP operating margin was 28.1%;Non-GAAP gross margin was 57.0%,and non-GAAP operating margin was 33.8%;Cash flow from operations was$585 million,with net capital expenditures on property,plant and equipment of$76 million,resulting in non-GAAP free cashflow of$509 million;During the third quarter of 2025,NXP returned capital to shareholders with the payment of$256 million in cash dividends and the repurchase of$54 million ofits common shares,for a total capital return of$310 million.On October 24,2025,NXP closed the previously announced acquisition of 100%of Aviva Links for$243 million in cash,before closing adjustments.Aviva Links is aprovider of Automotive SerDes Alliance(ASA)compliant in-vehicle connectivity solutions.The Aviva Links acquisition complements and expands NXPs automotivenetworking solutions in the Automotive and Industrial&IoT end markets.We are currently evaluating the purchase price allocation for this transaction and expect tohave our preliminary allocation completed in the fourth quarter of 2025.On October 27,2025,NXP closed the previously announced acquisition of 100%of Kinara,Inc.for$307 million in cash,before closing adjustments.Kinara is anindustry leader in high performance,energy-efficient and programmable discrete neural processing units(NPUs).The Kinara acquisition complements and expandsNXPs solutions for AI-powered edge systems in the Industrial&IoT and Automotive end markets.We are currently evaluating the purchase price allocation for thistransaction and expect to have our preliminary allocation completed in the fourth quarter of 2025.See Note 3 to the consolidated financial statements for further information regarding NXPs acquisition of TTTech Auto(acquired in Q2),Aviva Links,and Kinara,Inc.Following the previous announcement on April 28,2025,Kurt Sievers has voluntarily retired as CEO and executive director of the Company effective October 28,2025.The Companys Board of Directors has unanimously appointed Rafael Sotomayor to succeed Mr.Sievers as President and CEO and temporary executive directorof the Company effective as of October 28,2025.21Sequential ResultsQ3 2025 compared to Q2 2025Revenue for the three months ended September 28,2025 was$3,173 million compared to$2,926 million for the three months ended June 29,2025,an increase of$247million or 8.4%quarter-on-quarter,in line with managements expectations.Within our end markets,the Automotive end market increased$108 million or 6.2%,theMobile end market increased$99 million or 29.9%,the Industrial&IoT end market increased$33 million or 6.0%,and the Communication Infrastructure&Other endmarket increased$7 million or 2.2%.When aggregating all end markets together and reviewing sales channel performance,revenues through NXPs third party distribution partners was$1,866 million,anincrease of$230 million or 14.1%compared to the previous period.Revenues through NXPs third party direct OEM and EMS customers was$1,269 million,anincrease of$12 million or 1.0%versus the previous period.From a geographic perspective,revenue increased quarter-on-quarter in the China region by 13.0%,in the Americas region by 11.2%,in the Asia Pacific region by 7.7%,and in the EMEA region by 0.4%.Our gross profit percentage for the three months ended September 28,2025 of 56.3%increased compared with 53.4%for the three months ended June 29,2025,drivenmainly by lower restructuring costs.Operating income for the three months ended September 28,2025 was$893 million compared to$687 million for the three months ended June 29,2025,an increase of$206 million or 30.0%.The sequential increase was mainly driven by higher revenue.22Results of operationsThe following table presents operating results for each of the three-and nine-month periods ended September 28,2025 and September 29,2024,respectively:($in millions,unless otherwise stated)Q3 2025%ofRevenueQ3 2024%ofRevenueYTD 2025%ofRevenueYTD 2024%ofRevenueRevenue3,173 3,250 8,934 9,503%nominal growth(2.4)(5.4)(6.0)(3.6)Gross profit1,787 1,866 4,909 5,441 Gross margin56.3W.4T.9W.3%Research and development(575)18.1%(577)17.8%(1,695)19.0%(1,735)18.3%Selling,general and administrative(286)9.0%(265)8.2%(845)9.5%(841)8.8%Amortization of acquisition-related intangibleassets(31)1.0%(29)0.9%(83)0.9%(108)1.1%Other income(expense)(2)0.1%(5)0.2 0.2%(15)0.2%Operating income(loss)893 28.10 30.5%2,303 25.8%2,742 28.9%Financial income(expense)(98)3.1%(82)2.5%(276)3.1%(227)2.4nefit(provision)for income taxes(148)4.7%(173)5.3%(394)4.4%(468)4.9%Results relating to equity-accounted investees(1)%(6)0.2%(33)0.4%(10)0.1%Net income(loss)646 20.4r9 22.4%1,600 17.9%2,037 21.4%Less:Net income(loss)attributable to non-controlling interests15 0.5 0.34 0.4 0.2%Net income(loss)attributable to stockholders631 19.9q8 22.1%1,566 17.5%2,015 21.2%Diluted earnings per share2.48 2.79 6.16 7.80 23RevenueQ3 2025 OverviewQ3 2025 compared to Q3 2024Revenue for the three months ended September 28,2025 was$3,173 million compared to$3,250 million for the three months ended September 29,2024,a decrease of$77 million or 2.4%,in line with managements expectations.YTD 2025 OverviewYTD 2025 compared to YTD 2024Revenue for the nine months ended September 28,2025 was$8,934 million compared to$9,503 million for the nine months ended September 29,2024,a decrease of$569 million or 6.0%.24Revenue by end market was as follows:($in millions,unless otherwise stated)Q3 2025Q3 2024%changeYTD 2025YTD 2024%changeAutomotive1,837 1,829 0.4%5,240 5,361(2.3)%Industrial&IoT579 563 2.8%1,633 1,753(6.8)%Mobile430 407 5.7%1,099 1,101(0.2)%Communication Infrastructure&Other327 451(27.5)2 1,288(25.3)%Total Revenue3,173 3,250(2.4)%8,934 9,503(6.0)%Revenue by sales channel was as follows:($in millions,unless otherwise stated)Q3 2025Q3 2024%changeYTD 2025YTD 2024%changeDistributors1,866 1,897(1.6)%5,026 5,440(7.6)%OEM/EMS1,269 1,321(3.9)%3,810 3,970(4.0)%Other38 32 18.8 93 5.4%Total Revenue3,173 3,250(2.4)%8,934 9,503(6.0)%Revenue by geographic region,which is based on the customers shipped-to location was as follows:($in millions,unless otherwise stated)Q3 2025Q3 2024%changeYTD 2025YTD 2024%changeChina 1,229 1,203 2.2%3,351 3,315 1.1%APAC,excluding China851 845 0.7%2,389 2,653(10.0)%EMEA(Europe,the Middle East and Africa)677 719(5.8)%1,994 2,138(6.7)%Americas416 483(13.9)%1,200 1,397(14.1)%Total Revenue3,173 3,250(2.4)%8,934 9,503(6.0)%China includes Mainland China and Hong KongQ3 2025 compared to Q3 2024From an end market perspective,NXP experienced growth in its Mobile,Industrial&IoT,and Automotive end markets,which was offset by a decline in theCommunication Infrastructure&Other end market versus the year ago period.Revenue in the Automotive end market was$1,837 million,an increase of$8 million or 0.4%versus the year-ago period.The increase in the Automotive end marketrevenue was attributable to growth in our advanced analog products,which were offset by declines in our ADAS Safety products and automotive processors.Revenue in the Industrial&IoT end market was$579 million,an increase of$16 million or 2.8%versus the year-ago period.The increase in the Industrial&IoT endmarket revenue was attributable to growth in our advanced analog,connectivity,and security products,which were offset by declines in our processors portfolio.Revenue in the Mobile end market was$430 million,an increase of$23 million or 5.7%versus the year ago period.The increase in the Mobile end market revenue wasattributable to growth in our advanced analog products,which were offset by declines in our mobile wallet processors.Revenue in the Communication Infrastructure&Other end market was$327 million,a decrease of$124 million or 27.5%versus the year ago period.The decrease in theCommunication 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 NXPs third party distribution partners was$1,866 million,adecrease of 1.6%versus the year-ago period.Revenues through direct OEM and EMS customers was$1,269 million,a decrease of 3.9%versus the year ago period.From a geographic perspective,revenue increased year-on-year in the China region by 2.2%and in the Asia Pacific region by 0.7%,while revenue decreased in theAmericas region by 13.9%and in the EMEA region by 5.8%.YTD 2025 compared to YTD 2024From an end market perspective,NXP experienced consistent revenue in its Mobile end market,which was offset by declines in the Automotive,Industrial&IoT,andCommunication Infrastructure&Other end markets versus the year ago period.1)1)25Revenue in the Automotive end market was$5,240 million,a decrease of$121 million or 2.3%versus the year ago period.The decrease in the Automotive end marketrevenue was attributable to declines in our automotive processors and advanced analog portfolio,which were offset by growth in our ADAS Safety products.Revenue in the Industrial&IoT end market was$1,633 million,a decrease of$120 million or 6.8%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$1,099 million,consistent with the year ago period.Revenue in the Communication Infrastructure&Other end market was$962 million,a decrease of$326 million or 25.3%versus the year ago period.The decrease in theCommunication Infrastructure&Other end market 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 NXPs third party distribution partners was$5,026 million,adecrease of 7.6%versus the year-ago period.Revenues through direct OEM and EMS customers was$3,810 million,a decrease of 4.0%versus the year ago period.From a geographic perspective,revenue increased year-on-year in the China region by 1.1%,while revenue decreased in the Americas region by 14.1%,in the AsiaPacific region by 10.0%,and in the EMEA region by 6.7%.Gross profitQ3 2025 compared to Q3 2024Gross profit for the three months ended September 28,2025 was$1,787 million,or 56.3%of revenue,compared to$1,866 million,or 57.4%of revenue for the t hreemonths ended September 29,2024.The decrease in gross margin is primarily due to price and unfavorable product mix.YTD 2025 compared to YTD 2024Gross profit for the nine months ended September 28,2025 was$4,909 million,or 54.9%of revenue,compared to$5,441 million,or 57.3%of revenue for the ninemonths ended September 29,2024.The decrease in gross margin is primarily due to price and unfavorable product mix.Operating expensesQ3 2025 compared to Q3 2024Operating expenses for the three months ended September 28,2025 totaled$892 million,or 28.1%of revenue,compared to$871 million,or 26.8%of revenue for thethree months ended September 29,2024.YTD 2025 compared to YTD 2024Operating expenses for the nine months ended September 28,2025 totaled$2,623 million,or 29.4%of revenue,compared to$2,684 million,or 28.2%of revenue for thenine months ended September 29,2024.Research and development($in millions,unless otherwise stated)Q3 2025Q3 2024%changeYTD 2025YTD 2024%changeResearch and development575 577(0.3)%1,695 1,735(2.3)%As a percentage of revenue18.1.8%0.3 ppt19.0.3%0.7 pptQ3 2025 compared to Q3 2024R&D costs for the three months ended September 28,2025 decreased by$2 million,or 0.3%,when compared to the three months ended September 29,2024,driven byhigher subsidies from government agencies($7 million),lower personnel related expenses($4 million),offset by expenditures related to the integration of the TTTechAuto acquisition($9 million).YTD 2025 compared to YTD 2024R&D costs for the nine months ended September 28,2025 decreased by$40 million,or 2.3%,when compared to the nine months ended September 29,2024.Thisreduction was driven by lower personnel-related expenses($69 million),inclusive of lower variable compensation costs,to create capacity for future strategicinvestments.This decrease was partially offset by expenditures related to the integration of the TTTech Auto acquisition($9 million)and an increase in mask-relatedcosts($15 million).26Selling,general and administrative($in millions,unless otherwise stated)Q3 2025Q3 2024%changeYTD 2025YTD 2024%changeSelling,general and administrative286 265 7.95 841 0.5%As a percentage of revenue9.0%8.2%0.8 ppt9.5%8.8%0.7 pptQ3 2025 compared to Q3 2024SG&A costs for the three months ended September 28,2025 increased by$21 million,or 7.9%,when compared to the three months ended September 29,2024 mainlydriven by personnel and integration related costs driven by the TTTech Auto acquisition($10 million),legal fees($4 million)and higher share-based compensation costs($4 million).YTD 2025 compared to YTD 2024SG&A costs for the nine months ended September 28,2025 increased by$4 million,or 0.5%,when compared to the nine months ended September 29,2024 due tohigher expenses related to our closed or pending acquisitions ($23 million),offset by a reduction in variable compensation costs($21 million).Amortization of acquisition-related intangible assets($in millions,unless otherwise stated)Q3 2025Q3 2024%changeYTD 2025YTD 2024%changeAmortization of acquisition-related intangible assets31 29 6.9 108(23.1)%As a percentage of revenue1.0%0.9%0.1 ppt0.9%1.1%(0.2)pptQ3 2025 compared to Q3 2024Amortization of acquisition-related intangible assets for the three months ended September 28,2025 increased by$2 million,or 6.9%,when compared to the threemonths ended September 29,2024.YTD 2025 compared to YTD 2024Amortization of acquisition-related intangible assets for the nine months ended September 28,2025 decreased by$25 million,or 23.1%,when compared to the ninemonths ended September 29,2024 primarily due to the effect of certain acquisition-related intangibles becoming fully amortized(with regard to the previous Marvellacquisition).Financial income(expense)The following table presents the details of financial income and expenses:($in millions,unless otherwise stated)Q3 2025Q3 2024YTD 2025YTD 2024Interest income37 36 111 125 Interest expense(118)(96)(339)(298)Other financial income/(expense)(17)(22)(48)(54)Total(98)(82)(276)(227)Q3 2025 compared to Q3 2024Financial income(expense)was an expense of$98 million for the three months ended September 28,2025,compared to an expense of$82 million for the three monthsended September 29,2024.Interest income remained flat,whereas interest expense increased by$22 million due to the interest expenses on the issuance of new bonds,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 noresult for the three months ended September 28,2025 versus a loss of$7 million for the three months ended September 29,2024.YTD 2025 compared to YTD 2024Financial income(expense)was an expense of$276 million for the nine months ended September 28,2025,compared to an expense of$227 million for the nine monthsended September 29,2024.Interest income decreased by$14 million due to lower cash levels,whereas interest expense increased by$41 million due to the interestexpenses due to issuance of new bonds,interest expenses on the EIB loans and commercial paper.Within Other financial income/(expense),fair value adjustments inequity securities resulted in a loss of$2 million for the nine months ended September 28,2025,versus a loss of$12 million for the nine months ended September 29,2024.27Benefit(provision)for income taxesOur provision for income taxes for 2025 is based on our EAETR of 18.7%,which is lower than the Netherlands statutory tax rate of 25.8%,primarily due to tax benefitsfrom the Netherlands and foreign tax incentives.Q3 2025Q3 2024YTD 2025YTD 2024Tax benefit(provision)calculated at EAETR(149)(160)(380)(446)Discrete tax benefit(provision)items1(13)(14)(22)Benefit(provision)for income taxes(148)(173)(394)(468)Effective tax rate18.6.0.4.6%Q3 2025 compared to Q3 2024The effective tax rate of 18.6%for the third quarter of 2025 was lower than the EAETR due to the income tax benefit for discrete items of$1 million.The discrete itemsare primarily related to the impact of foreign currency on income tax related items,changes in estimates for previous years,and changes in the litigation accrual andrelated insurance reimbursements relating to the Motorola Personal Injury Lawsuits regarding previous years.YTD 2025 compared to YTD 2024For the first nine months ended 2025,the effective tax rate of 19.4%was higher than 18.6%due to a net result of unfavorable discrete items of$14 million.Thesediscrete items are primarily related to the impact of changes in estimates for previous years,and changes in the litigation accrual and related insurance reimbursementsrelating to the Motorola Personal Injury Lawsuits.The effective tax rate of 19.4%for the first nine months of 2025 was higher compared to the rate for the first nine months ended 2024 of 18.6%due to a different mix ofthe benefit(provision)for income taxes in our operating locations and lower foreign tax incentives in the current period as a result of a decrease in qualifying income.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 ofcertain expiring provisions of the Tax Cuts and Jobs Act,modifications to the international tax framework and the restoration of favorable tax treatment for certainbusiness provisions.The legislation has multiple effective dates,with certain provisions effective in 2025 and others implemented as of 2026.We have assessed thatthere is effectively no material tax impact on our consolidated financial statements.We also note that there is still unclarity about what the G7 statement in relation to theUS on global minimum taxes,as announced on June 28,2025,could mean for the Company.Results Relating to Equity-accounted InvesteesQ3 2025 compared to Q3 2024Results relating to equity-accounted investees amounted to a loss of$1 million for the three months ended September 28,2025,whereas the three months endedSeptember 29,2024 results relating to equity-accounted investees amounted to a loss of$6 million.YTD 2025 compared to YTD 2024Results relating to equity-accounted investees amounted to a loss of$33 million(which includes an impairment charge of$27 million related to our investment inSigmaSense)for the nine months ended September 28,2025,whereas the nine months ended September 29,2024 results relating to equity-accounted investeesamounted to a loss of$10 million.Non-controlling InterestsQ3 2025 compared to Q3 2024Non-controlling interests are related to the third-party share in the results of consolidated companies,predominantly SSMC.Their share of non-controlling interestsamounted to a profit of$15 million for the three months ended September 28,2025,compared to a profit of$11 million for the three months ended September 29,2024.YTD 2025 compared to YTD 2024Non-controlling interests are related to the third-party share in the results of consolidated companies,predominantly SSMC.Their share of non-controlling interestsamounted to a profit of$34 million for the nine months ended September 28,2025,compared to a profit of$22 million for the nine months ended September 29,2024.28Liquidity and Capital ResourcesWe 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 ofthe third quarter of 2025,our cash balance was$3,454 million,an increase of$162 million compared to December 31,2024.Taking into account the available amountof the unsecured revolving credit facility of$2,500 million(RCF),we had access to$5,954 million of liquidity as of September 28,2025.We currently use cash tofund operations,meet working capital requirements,for capital expenditures and for potential common stock repurchases,dividends and strategic investments.Based onpast performance and current expectations,we believe that our current available sources of funds(including cash and cash equivalents,short-term deposits of$500million,RCF of$2.5 billion,plus anticipated cash generated from operations)will be adequate to finance our operations,working capital requirements,capitalexpenditures and potential dividends for at least the next twelve months.($in millions,unless otherwise stated)YTD 2025YTD 2024Cash from operations1,929 2,391 Capital expenditures299 597 Cash to shareholders1,332 1,698 Cash and short-term depositsAt September 28,2025,our cash and short-term deposits balance was$3,954 million of which$324 million was held by SSMC,our consolidated joint venture companywith 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 dividendwill be paid to our joint venture partner.Capital expendituresOur cash outflows for capital expenditures were$299 million in the first nine months of 2025,compared to$597 million in the first nine months of 2024.Capital returnUnder 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 ordinaryshare were paid on April 9,2025($257 million),dividends of$1.014 per ordinary share were paid on July 9,2025($256 million)and dividends of$1.014 per ordinaryshare were paid on October 8,2025($255 million).In the first nine months of 2025 we repurchased approximately$561 million of shares.DebtOur total debt,inclusive of aggregate principal,unamortized discounts,premiums,debt issuance costs and fair value adjustments,amounted to$12,235 million as ofSeptember 28,2025,an increase of$1,381 million compared to December 31,2024($10,854 million).On May 1,2025,we repaid the$500 million aggregate principal amount of outstanding 2.7%senior unsecured notes due 2025 at maturity using available cash.On August 19,2025,NXP issued$500 million of 4.30%senior unsecured notes due 2028,$300 million of 4.85%senior unsecured notes due 2032 and$700 million of5.25%senior unsecured notes due 2035(collectively,the Notes).The Company intends to use the net proceeds from the offering of the Notes to redeem the$500million aggregate principal amount of outstanding dollar-denominated 5.35%senior unsecured notes due 2026 and the$750 million aggregate principal amount ofoutstanding dollar-denominated 3.875%senior unsecured notes due 2026,in accordance with the terms of the applicable indenture governing such notes,including allpremiums,accrued interest and costs and expenses related to such redemptions.Pending such application,such proceeds and the excess net proceeds from the Notes willbe temporarily held as cash and other short-term securities or used for general corporate purposes,which may include capital expenditures or short-term debt repayment.As of September 28,2025,we had outstanding fixed-rate notes with varying maturities for an aggregate principal amount of$11,250 million(collectively the“Notes”),of which$1.25 billion is payable within 12 months.Future interest payments associated with the Notes total$2,997 million,with$424 million payable within 12months.As of September 28,2025,the Company had outstanding loans with the European Investment Bank(EIB)for an aggregated principal amount of$1,040 million.Futureinterest payments associated with the EIB loans total$252 million,with$47 million payable within 12 months.As of September 28,2025,we had$15 million commercial paper notes outstanding with a duration less than 12 months.29Our net debt position(see section Use of Certain Non-GAAP Financial Measures)at September 28,2025 amounted to$8,281 million,compared to$7,562 million as ofDecember 31,2024.Additional Capital RequirementsExpected 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,“Managements Discussion and Analysis of Financial Condition and Results of Operations”.At September 28,2025,other than for changes disclosed in the“Notes toCondensed Consolidated Financial Statements”and“Liquidity and Capital Resources”in this Quarterly Report,there have been no other material changes to ourexpected working and other capital requirements described in our Annual Report on Form 10-K for the fiscal year ended December 31,2024.30Cash flowsOur cash and cash equivalents during the first nine months of 2025 increased by$156 million(excluding the effect of changes in exchange rates on our cash position of$6 million)as follows:($in millions,unless otherwise stated)YTD 2025YTD 2024Net cash provided by(used for)operating activities1,929 2,391 Net cash(used for)provided by investing activities(1,891)(884)Net cash provided by(used for)financing activities118(2,621)Increase(decrease)in cash and cash equivalents156(1,114)Cash Flow from Operating ActivitiesFor the first nine months of 2025 our operating activities provided$1,929 million in cash.This was primarily the result of net income of$1,600 million,adjustments toreconcile the net income of$960 million and changes in operating assets and liabilities of$(655)million.Adjustments to net income(loss)include non-cash items,suchas depreciation and amortization of$617 million,share-based compensation of$362 million and changes in deferred taxes(benefit)of$(32)million.Changes inoperating assets and liabilities were primarily driven by a$81 million increase in receivables and other current assets due to the related timing of cash collection,$180million increase in inventories in order to align inventory on hand with expected demand,and$296 million decrease in accounts payable and other liabilities as a resultof lower purchase volumes and timing related to payments.For the first nine months of 2024 our operating activities provided$2,391 million in cash.This was primarily the result of net income of$2,037 million,adjustments toreconcile the net income of$910 million and changes in operating assets and liabilities of$(574)million.Adjustments to net income(loss)includes non-cash items,such as depreciation and amortization of$666 million,share-based compensation of$344 million and changes in deferred taxes of($127)million.Changes in operatingassets and liabilities were primarily driven by a$204 million decrease in accounts payable and other liabilities as a result of lower purchase volumes and timing relatedto payments,$182 million increase in receivables and other current assets due to the linearity of revenue between the two periods,customer mix,and the related timingof cash collection,and$100 million increase in inventories in order to align inventory on hand with expected demand,partially offset by a$88 million increase in othernon-current assets from the application of prepayments used to secure long-term production supply.Cash Flow from Investing ActivitiesNet cash used for investing activities amounted to$1,891 million for the first nine months of 2025 and principally consisted of the purchase of interests in business(netof cash acquired)of$690 million(mainly driven by the acquisition of TTTech Auto for$679 million),investments in short-term deposits of$500 million,capitalexpenditures of$299 million,$319 million for the purchase of investments(driven primarily by the capital contributions of$209 million into VSMC and approximately$47 million into ESMC)and$85 million for the purchase of identified intangible assets,including EDA(electronic design automation).Net cash used for investing activities amounted to$884 million for the first nine months of 2024 and principally consisted of the cash outflows for capital expendituresof$597 million,$193 million for the purchase of investments(driven primarily by the capital contributions of approximately$31 million into ESMC and approximately$140 million into VSMC),and$113 million for the purchase of identified intangible assets,including EDA(electronic design automation).Cash Flow from Financing ActivitiesNet cash provided from financing activities of$118 million for the first nine months of 2025 was primarily driven by the proceeds from the issuance of commercialpaper notes of$2,426 million,proceeds from issuance of long-term debt of$1,868 million,and the proceeds from the issuance of common stock through stock plans of$77 million,partially offset by the repayment of commercial paper notes of$2,411 million,dividend payments to common stockholders of$771 million,purchase oftreasury shares and restricted stock unit holdings of$561 million,and repurchase of long-term debt of 500 million.Net cash used for financing activities of$2,621 million for the first nine months of 2024 was primarily driven by the payment of$1 billion to retire at maturity ouroutstanding 4.875%senior unsecured notes due March 2024,dividend payment to common stockholders of$780 million,and purchase of treasury shares and restrictedstock unit holdings of$918 million;partially offset by the proceeds from the issuance of common stock through stock plans of$79 million.31Information Regarding Guarantors of NXP(unaudited)Summarized Combined Financial Information for Guarantee of Securities of SubsidiariesAll debt instruments are guaranteed,fully and unconditionally,jointly and severally,by NXP Semiconductors N.V.and issued or guaranteed by NXP USA,Inc.,NXPB.V.and NXP LLC,(together,the“Subsidiary Obligors”and together with NXP Semiconductors N.V.,the“Obligor Group”).Other than the Subsidiary Obligors,noneof the Companys subsidiaries(together the“Non-Guarantor Subsidiaries”)guarantee the Notes.The Company consolidates the Subsidiary Obligors in its ConsolidatedFinancial Statements and each of the Subsidiary Obligors are wholly owned subsidiaries of the Company.All of the existing guarantees by the Company rank equally in right of payment with all of the existing and future senior indebtedness of the Obligor Group.There are nosignificant restrictions on the ability of the Obligor Group to obtain funds from respective subsidiaries by dividend or loan.The following tables present summarized financial information of the Obligor Group on a combined basis,with intercompany balances and transactions between entitiesof the Obligor Group eliminated and investments and equity in the earnings of the Non-Guarantor Subsidiaries excluded.The Obligor Groups amounts due from,amounts due to,and intercompany transactions with Non-Guarantor Subsidiaries have been disclosed below the table,when material.Summarized Statements of IncomeFor the nine monthsended($in millions)September 28,2025Revenue4,939 Gross Profit2,278 Operating income571 Net income(24)Summarized Balance SheetsAs of($in millions)September 28,2025December 31,2024Current assets3,902 3,273 Non-current assets12,064 12,191 Total assets15,966 15,464 Current liabilities2,011 1,244 Non-current liabilities11,426 10,967 Total liabilities13,437 12,211 Obligors Group equity2,529 3,253 Total liabilities and Obligors Group equity15,966 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 hasbeen 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 entityin the Obligor Group.The Obligor Group has sales to non-guarantors(for the nine months ended September 28,2025:$532 million).The Obligor Group has amountsdue from equity financing(September 28,2025:$5,534 million;December 31,2024:$5,749 million)and due to debt financing(September 28,2025:$2,060 million;December 31,2024:$2,283 million)with non-guarantor subsidiaries.32Use of Certain Non-GAAP Financial MeasuresNon-GAAP Financial MeasuresIn addition to providing financial information on a basis consistent with U.S.generally accepted accounting principles(“US GAAP”or“GAAP”),NXP also providesselected financial measures on a non-GAAP basis which are adjusted for specified items.The adjustments made to achieve these non-GAAP financial measures or thenon-GAAP financial measures as specified are described below,including the usefulness to management and investors.In managing NXPs business on a consolidated basis,management develops an annual operating plan,which is approved by our Board of Directors,using non-GAAPfinancial measures.In measuring performance against this plan,management considers the actual or potential impacts on these non-GAAP financial measures fromactions taken to reduce costs with the goal of increasing our gross margin and operating margin and when assessing appropriate levels of research and developmentefforts.In addition,management relies upon these non-GAAP financial measures when making decisions about product spending,administrative budgets,and otheroperating expenses.We believe that these non-GAAP financial measures,when coupled with the GAAP results and the reconciliations to corresponding GAAP financialmeasures,provide a more complete understanding of the Companys results of operations and the factors and trends affecting NXPs business.We believe that theyenable investors to perform additional comparisons of our operating results,to assess our liquidity and capital position and to analyze financial performance excludingthe effect of expenses unrelated to core operating performance,certain non-cash expenses and share-based compensation expense,which may obscure trends in NXPsunderlying performance.This information also enables investors to compare financial results between periods where certain items may vary independent of businessperformance,and allow for greater transparency with respect to key metrics used by management.The presentation of these and other similar items in NXPs 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 performanceprepared in accordance with GAAP.Non-GAAP Adjustment orMeasureDefinitionUsefulness to Management and InvestorsPurchase price accounting effectsPurchase price accounting(PPA)effects reflect the fair value adjustments impactingacquisition accounting and other acquisition adjustments charged to the ConsolidatedStatement of Operations.This typically relates to inventory,property,plant and equipment,aswell as intangible assets,such as developed technology and marketing and customerrelationships acquired.The PPA effects are recorded within both cost of revenue and operatingexpenses in our US GAAP financial statements.These charges are recorded over the estimateduseful life of the related acquired asset,and thus are generally recorded over multiple years.We believe that excluding these charges related to fair valueadjustments for purposes of calculating certain non-GAAPmeasures allows the users of our financial statements to betterunderstand the historic and current cost of our products,ourgross margin,our operating costs,our operating margin,and alsofacilitates comparisons to peer companies.RestructuringRestructuring charges are costs associated with a restructuring plan and are primarily related toemployee severance and benefit arrangements.Charges related to restructuring are recordedwithin both cost of revenue and operating expenses in our US GAAP financial statementsWe exclude restructuring charges,including any adjustments tocharges recorded in prior periods,for purposes of calculatingcertain non-GAAP measures because these costs do not reflectour core operating performance.These adjustments facilitate auseful evaluation of our core operating performance andcomparisons to past operating results and provide investors withadditional means to evaluate expense trends.Share-based compensationShare-based compensation consists of incentive expense granted to eligible employees in theform of equity based instruments.Charges related to share-based compensation are recordedwithin both cost of revenue and operating expenses in our US GAAP financial statements.We exclude charges related to share-based compensation forpurposes of calculating certain non-GAAP measures becausewe believe these charges,which are non-cash,are notrepresentative of our core operating performance as they canfluctuate from period to period based on factors that are notwithin our control,such as our stock price on the dates share-based grants are issued.We believe these adjustments provideinvestors with a useful view,through the eyes of management,of our core business model,how management currentlyevaluates core operational performance,and additional means toevaluate expense trends.Other incidentalsOther incidentals consist of certain items which may be non-recurring,unusual,infrequent ordirectly related to an event that is distinct and non-reflective of the Companys core operatingperformance.These may include such items as process and product transfer costs,certaincharges related to acquisitions and divestitures,litigation and legal settlements,costsassociated with the exit of a product line,factory or facility,environmental or governmentalsettlements,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 distinctand non-reflective of the Companys core operating performancefor purposes of calculating certain non-GAAP measures.Theseadjustments facilitate a useful evaluation of our core operatingperformance and comparisons to past operating results andprovide investors with additional means to evaluate expensetrends.33Non-GAAP Adjustment orMeasureDefinitionUsefulness to Management and InvestorsNon-GAAP Provision forincome taxesNon-GAAP provision for income taxes is NXPs GAAP provision for income taxes adjustedfor the income tax effects of the adjustments to our GAAP measure,including PPA effects,restructuring costs,share-based compensation,other incidental items and certain otheradjustments to financial income(expense)items.Additionally,adjustments are made for theincome tax effect of any discrete items that occur in the interim period.Discrete itemsprimarily 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 auditsrelating to prior year tax provisions,the excess or deficit tax effects on share-basedcompensation,etc.).The non-GAAP provision for income taxes is used to ascertainand present on a comparable basis NXPs provision for incometax after adjustments,the usefulness of which is describedwithin this table.Additionally,the income tax effects of theadjustments to achieve the noted non-GAAP measures are usedto determine NXPs non-GAAP net income(loss)attributable tostockholders and accordingly,our diluted non-GAAP earningsper share attributable to stockholders.Free Cash FlowFree Cash Flow represents operating cash flow adjusted for net additions to property,plant andequipment.We believe that free cash flow provides insight into our cash-generating capability and our financial performance,and is anefficient means by which users of our financial statements canevaluate our cash flow after meeting our capital expenditure.Net debtNet debt represents total debt(short-term and long-term)after deduction of cash and cashequivalents and short-term deposits.We believe this measure provides investors with usefulsupplemental information about the financial performance of ourbusiness,enables comparison of financial results betweenperiods where certain items may vary independent of businessperformance,and allow for greater transparency with respect ofcalculating 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 endedSeptember 28,2025June 29,2025September 29,2024GAAP gross profit$1,787$1,562$1,866 PPA effects(6)(7)(12)Restructuring(61)Share-based compensation(15)(14)(14)Other incidentals(2)(8)Non-GAAP gross profit$1,810$1,652$1,892 GAAP Gross Margin56.3S.4W.4%Non-GAAP Gross Margin57.0V.5X.2%GAAP research and development$(575)$(573)$(577)Restructuring(1)(3)Share-based compensation(57)(58)(58)Other incidentals(2)(7)Non-GAAP research and development$(515)$(505)$(519)GAAP selling,general and administrative$(286)$(278)$(265)PPA effects(1)(1)Restructuring(2)(3)Share-based compensation(46)(45)(43)Other incidentals(14)(15)(2)Non-GAAP selling,general and administrative$(223)$(215)$(219)GAAP operating income(loss)$893$687$990 34($in millions)For the three months endedSeptember 28,2025June 29,2025September 29,2024GAAP operating income(loss)$893$687$990 PPA effects(38)(32)(42)Restructuring(3)(67)Share-based compensation(118)(117)(115)Other incidentals(19)(32)(6)Non-GAAP operating income(loss)$1,071$935$1,153 GAAP Operating Margin28.1#.50.5%Non-GAAP Operating Margin33.82.05.5%GAAP Income tax benefit(provision)$(148)$(116)$(173)Income tax effect25 32 9 Non-GAAP Income tax benefit(provision)$(173)$(148)$(182)($in millions)For the three months endedSeptember 28,2025June 29,2025September 29,2024Net cash provided by(used for)operating activities$585$779$779 Net capital expenditures on property,plant and equipment(76)(83)(186)Non-GAAP free cash flow$509$696$593($in millions)For the three months endedSeptember 28,2025June 29,2025September 29,2024Long-term debt$10,971$9,479$9,683 Short-term debt1,264 1,999 499 Total debt12,235 11,478 10,182 Less:cash and cash equivalents(3,454)(3,170)(2,748)Less:short-term deposits(500)(400)Net debt$8,281$8,308$7,034 35Item 3.Quantitative and Qualitative Disclosures About Market RiskThere have been no material changes to the Companys market risk during the first nine months of 2025.For a discussion of the Companys exposure to market risk,refer to the Companys market risk disclosures set forth in Part II,Item 7A,“Quantitative and Qualitative Disclosures About Market Risk”in our Annual Report onForm 10-K for the year ended December 31,2024.Item 4.Controls and ProceduresEvaluation of Disclosure Controls and ProceduresOur management,with the participation of the Chief Executive Officer and Chief Financial Officer(Certifying Officers),evaluated the effectiveness of the Companysdisclosure 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 September 28,2025.Based on that evaluation,the Certifying Officers concluded the Companys disclosure controls and procedures were effective as of September 28,2025.Changes in Internal Control Over Financial ReportingThere were no changes in the Companys internal control over financial reporting during the three-month period ended September 28,2025,which were identified inconnection with managements evaluation required by paragraph(d)of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected,or are reasonablylikely to materially affect,our internal control over financial reporting.We are currently in the process of integrating the TTTech Auto operations within our controlenvironment and have excluded TTTech Auto from our evaluation.36PART II OTHER INFORMATIONItem 1.Legal ProceedingsNot applicable.Item 1A.Risk FactorsThere 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 ProceedsPurchases of Equity Securities by the Issuer and Affiliated PurchasersOur Board has approved the purchase of shares from participants in NXPs equity programs to satisfy participants tax withholding obligations and this authorization willremain 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 ShareRepurchase Program).In August 2024,the Board approved the repurchase of shares up to a maximum of$2 billion(the 2024 Share Repurchase Program)in additionto the 2022 Share Repurchase Program.At September 28,2025,there was no amount remaining under the 2022 Share Repurchase Program and approximately$1.8billion under the 2024 Share Repurchase Program.The following share repurchase activity occurred under these programs during the three months ended September 28,2025:PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareNumber of SharesPurchased as Part ofPublicly AnnouncedBuy Back ProgramsMaximum Number of Shares That May Yet Be Purchased Under the Buy Back ProgramNumber of SharesPurchased as Tradefor Tax(1)June 30,2025 August 3,202515,154$223.928,739,32315,154August 4,2025 August 31,2025(38)$224.437,811,619(38)September 1,2025 September 28,2025222,950224.26222,9507,894,886Total238,066222,95015,116 Reflects shares surrendered by participants to satisfy tax withholding obligations in connection with the Companys equity programs.Item 5.Other InformationRule 10b5-1 Trading PlansOn August 1,2025,Andrew Micallef,Executive Vice President and Chief Operations and Manufacturing Officer of the Company,entered into a Rule 10b5-1 TradingPlan(the“Plan”),pursuant to which a maximum amount of 4,000 common shares of the Company may be sold under the Plan from March 16,2026 through December31,2026.The Plan terminates on the earlier of:(i)December 31,2026,(ii)the first date on which all trades set forth in the Plan have been executed,or(iii)such date thePlan is otherwise terminated according to its terms.On August 5,2025,Jennifer
2025-10-29
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Page 1 of 13 UnitedHealth Group Reports Third Quarter 2025 Results and Raises Full Year 2025 Earning.
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_ FORM 10-Q _ QUARTERLY REPORT PU.
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