VC 10-K & 10-Q changes, risk factors and insider trading
Visteon Corp. · Nasdaq · Motor Vehicle Parts & Accessories · CIK 1111335 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Domestic Chinese Suppliers are becoming stronger competitors outside of China and Chinese OEMs for which the Company has less product content are increasingly expanding their market share outside of China, both of which in turn may negatively impact the Company’s financial performance”
Largest changes
see in full comparisonIncreasedClimate‑relatedattentionregulation, disclosure requirements, and stakeholder expectations in the United States and globally continue toclimate changeevolve anditsmayassociationincreasewiththe Company’s costs, compliance obligations, and operational risks. Governments at the federal, state, and international levels have adopted, or are considering, laws and regulations addressing greenhouse gas emissions,expectationsclimate‑relatedfordisclosures,companiesenergyto establish shortuse, andlong-termsupply‑chainemissions reduction targets, and changes in consumer preferences may result in increased costs, reduced profits, risks associated with new regulatory requirements, and the potential for increased litigation and governmental investigations. The U.S. federal government, certain U.S. states, and certain other countries and regions have adopted or are considering legislation or regulation imposing overall caps or taxes on greenhouse gas emissions from certain sectors including automotive.transparency. Failure to comply with any legislation or regulation could result in substantial fines, criminal sanctions, or operational changes. Moreover, even without such legislation or regulation, increased awareness of, or any adverse publicity regarding, the effects of greenhouse gases could harm the Company’s reputation or reduce customer demand for its products and services. Automakers have also started implementing climate-related initiatives and objectives each year with their suppliers, and such actions are expected to continue in the future. If the Company is unable to meet these new requirements in the future through improved operating efficiencies, new manufacturing processes, sourcing alternatives, and other sustainability initiatives, the Company’s business could be adversely affected.
“Domestic Chinese Suppliers are becoming stronger competitors outside of China and Chinese OEMs for which the Company has less product content are increasingly expanding their market share outside of China, both of which in turn may negatively impact the Company’s financial performance”see in full comparison
“We are subject to income taxes in the United States and in numerous foreign jurisdictions, and our tax expense is dependent on the application of complex tax laws and regulations in these jurisdictions. Changes in tax laws or tax rates, the interpretation or enforcement of existing tax laws, or the outcome of audits by tax authorities could adversely affect our effective tax rate, results of operations, and cash flows. …”see in full comparison
Existing free trade laws and regulations, such as the United States-Mexico-Canadasee in full comparisonAgreement,Agreement ("USMCA"), provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where the Company manufactures products, such as Mexico and China, could have a material adverse effect on its business and financial results.ForTheexample,USMCA will be renegotiated inFebruary20262025,and the Company could be adversely impacted if there were a material reduction in the benefits the USMCA affords to the Company. In addition the U.S. governmentimposedincreasingly imposes orthreatenedthreatens to impose new tariffs on imported products from Mexico,CanadaCanada, the European Union and China and reciprocal tariffs globally. The impact of these tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any retaliatory responses to such actions that the target countries may take and any mitigating actions that may become available.Despite recent trade negotiations between the U.S. and the Mexican, Canadian and Chinese governments, given the uncertainty regarding the scope and duration of any new tariffs, as well as the potential for additional tariffs or trade barriers by the U.S., Mexico, Canada, China or other countries, theThe Company can provide no assurance that any strategies it implements to mitigate the impact of such tariffs or other trade actions will be successful. Management continues to monitor the volatile geopolitical environment to identify, quantify and assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business and financial results.
“We are subject to income taxes in the U.S. and various international jurisdictions. Changes in tax rates or tax laws by U.S. and international jurisdictions and tax audits could adversely impact Visteon’s financial results. The Company is in a position whereby losses incurred in certain tax jurisdictions generally provide no current financial statement benefit. In addition, certain jurisdictions have statutory rates greater than or less than the U.S. statutory rate. …”see in full comparison
“Domestic Chinese suppliers are increasingly seeking to supply customers outside of China and domestic Chinese OEMs such as BYD, Xiomei, and Chery are expanding their sales outside of China including in Europe, South America, and Asia. While the Company is making efforts to compete with the Chinese suppliers and to supply parts to these OEMs, its product content for the Chinese OEMs is less than with more traditional European and North American OEMs. …”see in full comparison
Full comparison: every changed paragraph (28)
In an effort to manage and reduce the costs of purchased goods and services, the Company, like many automotive suppliers and automakers, has been consolidating its supply base. As a result, the Company is dependent on single or limited sources of supply for certain components used in the manufacture of its products including semiconductor chips, which are integral components of new vehicles and are embedded in multiple vehicle systems, including cockpit electronics. As a result of the semiconductor shortages in recent years,years including the developing DRAM shortages, the Company continues to work closely with its suppliers and customers to minimize any potential adverse impacts of the semiconductor and DRAM supply shortageshortages and monitor the availability of semiconductor microchips and other component parts and raw materials, customer vehicle production schedules, and any other supply chain inefficiencies that may arise, due to this or any other issue. If shortages of semiconductors (including DRAM) or other critical components from other suppliers develop, continue longer than anticipated, or worsen, it could impact the Company's ability to meet its production schedules for some of its key products or to ship such products to its customers in a timely fashion. Furthermore,Shortages unfavorableof economiccritical orcomponents, industryincluding conditionssemiconductors couldand DRAM, also result in financialincreased distressprices withinand price volatility for such components and while the Company'sCompany supplyseeks base,to therebyrecover increasingthese increased costs from its customers failure to secure full reimbursement could negatively impact the riskCompany’s offinancial supply disruption.performance.
SuchSupply disruptions could be caused by any one of a myriad of potential problems, such as closures of one of the Company’s or its suppliers’ plants or critical manufacturing lines due to strikes, manufacturing quality issues, mechanical breakdowns, electrical outages, fires, explosions, or political upheaval, as well as logistical complications due to weather, global climate change, volcanic eruptions, or other natural or nuclear disasters, mechanical failures, delayed customs processing, the spread of an infectious disease, virus or other widespread illness and more. Additionally, as the Company grows in best cost countries, the risk for such disruptions is heightened. Similarly, a potential quality issue could force the Company to halt deliveries while it validates the products. Even where products are ready to be shipped, or have been shipped, delays may arise before they reach the customer. The Company’s customers may halt or delay production if one of their other suppliers fails to deliver necessary components. This may cause the Company’s customers to suspend their orders or instruct us to suspend delivery of the Company's products, which may adversely affect the Company's financial performance.
If the Company were to fail to make timely deliveries in accordance with contractual obligations, the Company generally must absorb its own costs for identifying and solving the “root cause” problem as well as expeditiously producing replacement components or products. Generally, the Company must also absorb the costs associated with “catching up,” such as overtime and premium freight. Additionally, if the Company is the cause for a customer being forced to halt productionproduction, the customer may seek to recoup all of its losses and expenses from the Company. Certain customers have communicated that they expect such reimbursement and are reserving their rights to claim damages arising from supply shortages. Should the Company be unsuccessful in its defense of such claims and any potential claims these losses and expenses could be significant, and may include consequential losses such as lost profits. Any supply-chain disruption, however small, could cause the complete shutdown of an assembly line of one of the Company’s customers, and any such shutdown could lead to material claims for compensation.
•export and import restrictions, including restrictions of certain products or materials or increases in border tariffs;
Additionally, the Company’s global operations may also be adversely affected by political events, domestic or international terrorist events, and hostilities or complications due to natural or other disasters. These or any further political or governmental developments or health concerns in Mexico, China, or other countries in which the Company operates or where its suppliers are located could result in social, economic, and labor instability. These uncertainties including difficulties in mapping full supply chains could have a material adverse effect on the continuity of the Company’s business, results of operations, and financial condition.
Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement,Agreement ("USMCA"), provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where the Company manufactures products, such as Mexico and China, could have a material adverse effect on its business and financial results. ForThe example,USMCA will be renegotiated in February2026 2025,and the Company could be adversely impacted if there were a material reduction in the benefits the USMCA affords to the Company. In addition the U.S. government imposedincreasingly imposes or threatenedthreatens to impose new tariffs on imported products from Mexico, CanadaCanada, the European Union and China and reciprocal tariffs globally. The impact of these tariffs is subject to a number of factors, including the effective date and duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any retaliatory responses to such actions that the target countries may take and any mitigating actions that may become available. Despite recent trade negotiations between the U.S. and the Mexican, Canadian and Chinese governments, given the uncertainty regarding the scope and duration of any new tariffs, as well as the potential for additional tariffs or trade barriers by the U.S., Mexico, Canada, China or other countries, theThe Company can provide no assurance that any strategies it implements to mitigate the impact of such tariffs or other trade actions will be successful. Management continues to monitor the volatile geopolitical environment to identify, quantify and assess proposed or threatened duties, taxes or other business restrictions which could adversely affect our business and financial results.
In addition, U.S. trade legislation continues to evolve related to barriers on the use of various products and technology from around the world including but not limited to the (i) Uyghur Forced Labor Prevention Act and (ii) Securing the Information and Communications Technology and Services Supply Chain: Connected Vehicles).Vehicles. The Company can provide no assurance that any strategies we implement to mitigate the impact of any trade actions will be successful.
The Company’s ability to operate its business and implement its strategies effectively depends, in part, on the efforts of its executive officers and other key employees. In addition, the Company’s future success will depend on, among other factors, the ability to attract and retain qualified personnel, particularly engineers and other employees with critical expertise and skills that support key customers and products or in emerging regions. The loss of the services of any key employees, and particularly the Company’s Chief Executive Officer,CEO, or the failure to attract or retain other qualified personnel could have a material adverse effect on the Company’s business, ability to secure future programs, operating results, financial condition, and cash flow.
The Company estimates awardednew business wins using certain assumptions, including projected future sales volumes based on data from OEM customers and industry benchmarks. The OEM customers do not generally guarantee production volumes. In addition, awarded business may include business under arrangements that OEM customers have the right to terminate, at any time, without penalty. Therefore, the Company’s actual sales volumes, and thus the ultimate amount of revenue that it derives from such sales, are not guaranteed. If actual production orders from its customers are not consistent with the projections used by the Company in calculating the amount of its awardednew business,business wins, the Company could realize substantially less revenue over the life of these projects than the projected estimate.
The growth of the Company's business will be dependent on the demand for innovative automotive electronics products, including but not limited to electrification, advanced driver assistance, semi-autonomous and autonomous vehicle technologies. In order to increase sales in current markets and gain entry into new markets, the Company must innovate to maintain and improve existing products, including software, while successfully developing and introducing distinctive new and enhanced products that anticipate changing customer and consumer preferences and capitalize upon emerging software technologies. Artificial Intelligence (“A.I”) will continue to play an increasing role in the Company’s products and generating opportunities but also presents the risk that the Company’s products may be developed more cheaply with A.I. solutions or that a competitor’s A.I. offerings may be preferred over the Company’s product offerings. In addition, the Company may experience difficulties that delay or prevent the development, introduction, or market acceptance of its new or enhanced products. Furthermore, the new technologies, including A.I., have also attracted increased competition from new regions and outside the traditional automotive industry, and any of these competitors may develop and introduce technologies that gain greater customer or consumer acceptance, which could have a material adverse effect on the future growth of the Company.
Although the Company has purchase orders from many of its customers, these purchase orders generally provide for the supply of a customer’s annual requirements for a particular vehicle model and assembly plant, or in some cases, for the supply of a customer’s requirements for the life of a particular vehicle model, rather than for the purchase of a specific quantity of products. In addition, certain customers have communicated an intent to manufacture components internally that are currently produced by outside suppliers, such as the Company. If the Company's OEM customers successfully insource products currently manufactured by the CompanyCompany, the discontinuation or loss of business for products which the Company is a significant supplier could reduce the Company’s sales and harm the Company’s profitability.
The Company is highly dependent on Ford Motor Company and decreasesGeneral Motors. Decreases in thisthese customer’scustomers' vehicle production volumes would adversely affect the Company
Ford and General Motors are the Company’s largest customers as a percentage of sales. Accordingly, any change in Ford or General Motors'sMotors' vehicle production volumes may have a significant impact on the Company’s sales volume and profitability. See Note 18, "Financial Instruments" in Part II, Item 8 of this Annual Report on Form 10-K for more information.
Domestic Chinese Suppliers are becoming stronger competitors outside of China and Chinese OEMs for which the Company has less product content are increasingly expanding their market share outside of China, both of which in turn may negatively impact the Company’s financial performance
Domestic Chinese suppliers are increasingly seeking to supply customers outside of China and domestic Chinese OEMs such as BYD, Xiomei, and Chery are expanding their sales outside of China including in Europe, South America, and Asia. While the Company is making efforts to compete with the Chinese suppliers and to supply parts to these OEMs, its product content for the Chinese OEMs is less than with more traditional European and North American OEMs. As the domestic Chinese OEMs gain market share outside of China, the Company’s sales opportunities may be limited and financial condition and cash flow negatively impacted.
The Company faces the inherent business risk of exposure to warranty and product liability claims in the event that its products fail to perform as expected or such failure results, or is alleged to result, in bodily injury or property damage (or both). In addition, if any of the Company’s supplied products are defective or are alleged to be defective, the Company may be required to participate in or fund a recall campaign. The introduction of new and complex technologies, such as A.I. features, can increase these and other safety risks, including exposing users to harmful, inaccurate or other negative content and experiences. The Company’s products contain increasingly significant amounts of software and a successful cyberattack on such products could cause materially adverse effects on the Company’s business, operating results, financial condition, cash flow, and reputation. In addition, as the Company expands its electrification product offering, including its battery management systems, such products will present a different warranty and product liability risk profile. As suppliers become more integrally involved in the vehicle design process and assume more of the vehicle assembly functions, automakers are increasingly expecting them to warrant their products and are increasingly looking to suppliers for contributions when faced with product liability claims or recalls. A successful warranty or product liability claim against the Company, or a requirement that the Company participate in a product recall campaign, could have materially adverse effects on the Company’s business, operating results, financial condition, and cash flow.
The Company owns significant intellectual property, including a number of patents, trademarks, copyrights, and trade secrets and is involved in numerous licensing arrangements. The Company’s intellectual property plays an important role in maintaining its competitive position in a number of the markets served. The Company may directly or through a supplied component utilize intellectual property in its products that requires a license from a third-party. While the Company believes that such licenses generally can be obtained by the Company, or supplier if a supplied component, we may not be able to obtain the necessary licenses on commercially acceptable terms or at all. Failure by the Company or its suppliers to obtain the right to use third-party intellectual property could preclude the Company from selling certain products, and developments or assertions by or against the Company relating to intellectual property rights,rights could have materially adverse effects on the Company’s business, operating results, financial condition, and cash flow.
The Company’s products and services contain digital technology designed to support connected vehicles, and for some products may also collect and store sensitive end-user data (that may include personally identifiable information). Despite the security and risk-prevention measures the Company has implemented, including related to cybersecurity, our products or services could be breached, damaged, taken over, or otherwise interrupted by a system failure, cyberattack, malicious computer software (including malware or ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters. Failure of the Company’s products or services to effectively protect against these vulnerabilities can damage its reputation and adversely affect its business, operating results.results, financial condition, and cash flow.
We are subject to income taxes in the United States and in numerous foreign jurisdictions, and our tax expense is dependent on the application of complex tax laws and regulations in these jurisdictions. Changes in tax laws or tax rates, the interpretation or enforcement of existing tax laws, or the outcome of audits by tax authorities could adversely affect our effective tax rate, results of operations, and cash flows. Our effective tax rate may fluctuate due to a variety of factors, including changes in the geographic mix of earnings, the availability of tax credits and deductions, changes in applicable tax rates, modifications to tariff or cross‑border tax regimes, changes in accounting principles, or unfavorable resolutions of tax examinations.
We also maintain deferred tax assets, the realization of which depends on future taxable income and the continued availability of underlying tax attributes. Changes in applicable tax laws or regulations, or changes in our business performance, could affect our ability to realize these deferred tax assets and could result in additional valuation allowances.
In the ordinary course of business, we are subject to examination by tax authorities in multiple jurisdictions, and additional audits may be initiated or existing audits expanded. The outcomes of these examinations are uncertain and could result in increases to our tax liabilities.
Recent and ongoing legislative developments may also create uncertainty in our future tax position. The enactment of the One Big Beautiful Bill Act (the “Act”) in 2025 introduced revisions affecting the utilization of foreign tax credits, requiring us to reassess the realizability of related carryforwards following our change in accounting method for assessing deferred tax assets from an incremental cash‑tax‑savings approach to the tax‑law‑ordering approach. This reassessment resulted in the recognition of an additional valuation allowance during 2025. Global tax reform initiatives, including the OECD’s implementation of a 15% global minimum tax, continue to evolve, and the timing, scope, and application of these rules to U.S.-based multinational corporations remain uncertain. As jurisdictions adopt and interpret these rules, our effective tax rate, tax liabilities, and cash tax obligations could be adversely affected. For example, the enactment of local Qualified Domestic Minimum Top‑Up Taxes (QDMTT) in Brazil and the application of its 15% minimum tax framework in 2025 led us to forego excluding certain tax incentives from the tax base to facilitate the tax‑efficient repatriation of earnings from a Brazilian affiliate, which resulted in a higher effective tax rate in that jurisdiction.
We are subject to income taxes in the U.S. and various international jurisdictions. Changes in tax rates or tax laws by U.S. and international jurisdictions and tax audits could adversely impact Visteon’s financial results. The Company is in a position whereby losses incurred in certain tax jurisdictions generally provide no current financial statement benefit. In addition, certain jurisdictions have statutory rates greater than or less than the U.S. statutory rate. As such, changes in the mix and source of earnings between jurisdictions, including changes in tax rates in those jurisdictions, could have a significant impact on the Company’s overall effective tax rate in future periods. Additionally, in the ordinary course of business, we are subject to examinations by various tax authorities. Tax authorities in various jurisdictions could also open new examinations and expand existing examinations for which the outcomes cannot be predicted with certainty. Furthermore, changes in U.S. or foreign tax laws and regulations, or their interpretation and application, could also have a significant impact on the Company’s overall effective rate in future periods. For example, the Organization for Economic Cooperation and Development ("OECD"), the European Union, and several other countries, including those where our Company operates, have introduced a 15% global minimum tax on a country-by-country basis, with many jurisdictions committing to an effective enactment date of January 1, 2024. Although it is uncertain if the U.S. will adopt Pillar Two, many jurisdictions are updating their tax laws based on this framework. As we evaluate the impact of these legislative changes with the release of additional guidance, uncertainty remains about the timing and interpretation by tax authorities in affected regions. While the estimated impact on our 2024 effective tax rate is not material, these changes could negatively affect our effective tax rate, tax liabilities, and cash taxes in future years.
The Company has net operating losses ("NOLs") and other tax attributes which could be limited if there is a subsequent change of ownership. If the Company were to have a change of ownership within the meaning of Internal Revenue Code ("IRC") Sections 382 and 383, its NOLs and other tax attributes could be limited to an amount equal to its market capitalization at the time of the ownership change multiplied by the federal long-term tax exempt-rate. The Company cannot provide any assurance that such an ownership change will not occur, in which case the availability of the Company's NOLs and other tax attributes could be significantly limited or possibly eliminated. Certain tax benefit preservation provisions of its corporate documents could delay or prevent a change of control, even if that change would be beneficial to stockholders.
As a result of Visteon's global presence, a significant portion of the Company's revenues and expenses are denominated in currencies other than the U.S. dollar. The Company is therefore subject to foreign currency risks and foreign exchange exposure. The Company's primary exposures are to the Brazilian real, British pound, Bulgarian Lev, Chinese renminbi, euro, Indian rupee, Japanese yen, Korean won, Mexican peso, and Thai bhat. VolatilityWhile we typically hedge our foreign currency exposure, volatility in certain exchange rates could adversely impact Visteon's financial results and comparability of results from period to period.
A disruption to the Company's infrastructure of information technology systems, or those of our customers, supplies,suppliers, sub-suppliers, partners, service providers or other contract parties, including because of cyberattack, could adversely affect its business and financial performance
The Company relies on the accuracy, capacity, and security of its infrastructure and information technology systems to conduct its business. The Company's systems have in theprior pastyears and could in the future be breached, damaged, taken over, or otherwise interrupted by a system failure, cyberattack, malicious computer software (including malware or ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters. For example, on July 3, 2023, the Company experienced a disruption of certain IT services and assets at its third-party data center provider that resulted in some IT services experiencing interruptions and loss of data and on December 15, 20242024, several servers at a single plant in China were encrypted but the Company’s response plans including back-up restoration negated any material impact to the Company. These types of events have occurred with more frequency within our industry and are expected to continue (and possibly increase) moving forward. Any of these events could result in, amongst other things, the following to the Company or its customers, suppliers, sub-suppliers, or other contract parties: (i) a business disruption, including plant operations, (ii) theft of intellectual property, including trade secrets, or (iii) unauthorized access to personal information, including employee or end consumer personal information. Although the Company has placed a high priority on cybersecurity and continues to enhance (through investments) our controls, processes and practices designed to protect our operational systems and products from a breach, the Company’s actions may not be quick enough to fully protect our operational systems and products against all vulnerabilities, including technologies developed to bypass our security measures. In addition, the company’s employees or customers may accidentally provide their access credentials or other sensitive information to bad actors who could gain access to our secure systems and networks. Nothing ensures that the Company’s actions or investments to improve its systems, products, processes and risk management framework or remediate vulnerabilities will be sufficient or deployed quickly enough to prevent or limit the impact of any breach. Undetected or unrecognized breaches also create a risk to the Company since it takes time to first discover the breach and then patch the vulnerability. The Company also cannot anticipate all the various methods of attacks and have defenses prepared in advance against these types of attacks, and it cannot predict the extent, frequency or impact these attacks may have. To the extent a breach occurs as noted above, or data is lost, destroyed, or inappropriately used or disclosed, such disruptions could lead to legal claims against the Company and adversely affect the Company’s competitive position, reputation, relationships with customers, financial condition, operating results, and cash flows and/or subject us to regulatory actions, including those contemplated by data privacy laws and regulations. Moreover, the Company may be required to incur significant costs to protect against the damage caused by these disruptions or security breaches in the future. The Company is also dependent on the security measures implemented by our customers, suppliers, and other third-party service providers to protect their own systems, infrastructures, and products. A breach that impacts any of these third-parties' systems could result in unauthorized access to the Company’s or its customers' or suppliers' sensitive data or the Company’s own information technology systems. It could also cause the Company to be non-compliant with applicable laws, subject us to legal claims, disrupt our operations, damage our reputation, or cause a loss of confidence in our products or services, any of which could adversely affect our financial condition, operating results, or cash flow. In addition, if the content, analyses, or recommendations that A.I. programs assist in producing are or are alleged to be deficient, inaccurate, or biased, then the Company’s business, financial condition, and results of operations and our reputation may be adversely affected.
IncreasedClimate‑related attentionregulation, disclosure requirements, and stakeholder expectations in the United States and globally continue to climate changeevolve and itsmay associationincrease withthe Company’s costs, compliance obligations, and operational risks. Governments at the federal, state, and international levels have adopted, or are considering, laws and regulations addressing greenhouse gas emissions, expectationsclimate‑related fordisclosures, companiesenergy to establish shortuse, and long-termsupply‑chain emissions reduction targets, and changes in consumer preferences may result in increased costs, reduced profits, risks associated with new regulatory requirements, and the potential for increased litigation and governmental investigations. The U.S. federal government, certain U.S. states, and certain other countries and regions have adopted or are considering legislation or regulation imposing overall caps or taxes on greenhouse gas emissions from certain sectors including automotive.transparency. Failure to comply with any legislation or regulation could result in substantial fines, criminal sanctions, or operational changes. Moreover, even without such legislation or regulation, increased awareness of, or any adverse publicity regarding, the effects of greenhouse gases could harm the Company’s reputation or reduce customer demand for its products and services. Automakers have also started implementing climate-related initiatives and objectives each year with their suppliers, and such actions are expected to continue in the future. If the Company is unable to meet these new requirements in the future through improved operating efficiencies, new manufacturing processes, sourcing alternatives, and other sustainability initiatives, the Company’s business could be adversely affected.
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations”
New heading “Year ended December 31, 2025 Compared to Year ended December 31, 2024”
New heading “Restructuring, net”
New heading “Other Income (Loss), Net”
New heading “Change in Accounting Principle”
New heading “Assessing Realizability of U.S. Deferred Tax Assets Accounting Method Change”
Removed heading “Restructuring and Impairment”
Removed heading “Interest Expense, Net”
Removed heading “Other Income, Net”
Removed heading “Adjusted EBITDA”
Largest changes
“The Company defines Adjusted EBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.”see in full comparison
“Adjusted EBITDA1 is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA1 may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA1 is not a recognized term under U.S. …”see in full comparison
“Industry vehicle volumes were approximately 89 million units in 2024, a modest decline compared to 2023 as the worldwide semiconductor and other supply related shortages began to ease, offset by mixed industry dynamics that reduced light vehicle production in Europe and North America. North America production levels were slightly lower as vehicle affordability affected consumer demand, partially offset by OEMs rebuilding inventories. …”see in full comparison
“For the full year 2026, S&P Global expects global light-vehicle production to decrease slightly compared to 2025, and production volumes for the Company’s key customers are anticipated to decline by a low-single-digit percentage. Market conditions remain mixed across regions, with retail demand in the U.S. remaining stable, though sales of EVs are expected to decline due to the recent expiration of certain tax credits. Retail demand in Europe is forecasted to increase slightly, while retail demand in China is forecasted to decline marginally due to recent changes in government incentives. …”see in full comparison
Full comparison: every changed paragraph (112)
Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations, financial condition, and cash flows of the Company. MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s consolidated financial statements and related notes appearing in Item 8 of this Annual Report on Form 10-K “Financial Statements and Supplementary Data”. For discussion related to changes in financial condition and the results of operations for fiscal year 2023-related items, refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for fiscal year 2023, which was filed with the Securities and Exchange Commission on February 20, 2024.
Visteon is a global automotive technology company serving the mobility industry, dedicated to creating more enjoyable, connected, and safe driving experiences. The Company's platforms leverage proven, scalable hardware and software solutions that enable the digital, electric, and autonomous evolution of its global automotive customers. The automotive mobility market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digitaldigital, incorporates increased connectivity through onboard computing, software and towardscloud-enabled devicefeatures, and cloud connected, electric vehicles, and vehicles withincludes more advanced safety features.
•Technology Innovation - The Company is an established global leader in cockpit electronics and is positioned to provide solutions as the industry transitions to the next generation automotive cockpit experience. The cockpit is becoming fully digital, connected, automated, learning and voice enabled. Visteon'sThe Company's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry.
•Balanced Capital Allocation with a Strong Balance Sheet - The Company continues to maintain a strong balance sheet to withstand near-term industry volatility and support a balanced capital allocation framework. The Company is primarily focused on allocating capital to high-returning organic initiatives that increase internal capabilities, pursuing attractive inorganic growth opportunities, and returning capital to shareholders. In March 2023, the Company announced a $300 million share repurchase program maturing at the end of 2026. The Company has repurchased $169$226 million of Company common stock under this program. During the year ended December 31, 2024,2025, the Company paid a total of $15 million of quarterly cash dividends. During the year ended December 31, 2025, Visteon spentpaid a net cash outlay of $55$50 million on inorganic growth,growth to acquire ana advanceduser designexperience electronics engineering consulting and R&Dconsumer servicesresearch firm and a software firm.company.
Global light-vehicle production rose approximately 4% in 2025, based on January 2026 S&P Global data, while production volumes for the Company’s key customers decreased around 1%. In North America, retail demand remained resilient with U.S. seasonally adjusted retail sales above 16 million units in 2025, although electric-vehicle (“EV”) purchases softened in the fourth quarter following accelerated buying activity ahead of expiring tax credits. Industry production declined slightly, and production at the Company’s major customers declined at a slightly higher rate. In Europe, industry production decreased slightly compared to the prior year, while production at the Company’s top customers declined at a higher rate. Jaguar Land Rover (“JLR”) production was down significantly as operations were temporarily suspended during September and the company slowly ramped up production in the fourth quarter. In China, production increased by 10%, supported by continued share gains of domestic OEMs, and production at the Company’s key customers increased year over year but continued to lag the broader market due to ongoing shifts in OEM mix.
For the full year 2026, S&P Global expects global light-vehicle production to decrease slightly compared to 2025, and production volumes for the Company’s key customers are anticipated to decline by a low-single-digit percentage. Market conditions remain mixed across regions, with retail demand in the U.S. remaining stable, though sales of EVs are expected to decline due to the recent expiration of certain tax credits. Retail demand in Europe is forecasted to increase slightly, while retail demand in China is forecasted to decline marginally due to recent changes in government incentives. In 2026, memory chip market conditions may create cost pressures and have the potential to affect industry production volumes, as memory supplier capacity is increasingly allocated to support growth in data center infrastructure. The impact of tariffs on the automotive industry remains uncertain, with the potential to increase production costs and weigh on future vehicle volumes; however, the effects have been minimal to date.
The industry continues to face ongoing risks related to tariffs, vehicle affordability, economic uncertainty, geopolitical developments, production disruptions, and changes in customer market share. The potential impact on future periods’ financial statements, results of operations, and cash flows will depend on the evolution of tariff policies, plant production schedules, supply-chain conditions, and the pace of EV adoption.
Industry vehicle volumes were approximately 89 million units in 2024, a modest decline compared to 2023 as the worldwide semiconductor and other supply related shortages began to ease, offset by mixed industry dynamics that reduced light vehicle production in Europe and North America. North America production levels were slightly lower as vehicle affordability affected consumer demand, partially offset by OEMs rebuilding inventories. Production levels in Europe were lower, with a weak macroeconomic environment and the expiration of government incentives on electric vehicles weighing on production. In China, domestic OEMs continued to gain market share amid intense price competition in a weak domestic market. Looking forward, vehicle production is expected to decline slightly in 2025, with Visteon’s customer production expected to decline mid-single digits, and ongoing risks related to vehicle affordability, economic uncertainty, potential geopolitical challenges, and customer market share changes. The magnitude of the impact on the financial statements, results of operations, and cash flows will be dependent on plant production schedules, supply chain impacts, global economic impacts, and electric vehicle adoption.
In 2025, Visteon continued to progress on its long-term growth strategy, making meaningful progress across product development, customer expansion, operational execution, and capital allocation, despite a challenging and uneven automotive environment.
Sales were $3,768 million, down 3% year over year, reflecting lower customer commodity price recoveries, continued market weakness in China and lower demand for its battery management system. Despite these headwinds, Visteon continued to outperform underlying customer production trends, supported by new product launches, strong performance in displays, and disciplined commercial execution. Net income attributable to Visteon was $201 million, reflecting a decline from the prior year due largely to a higher income tax provision driven primarily by changes in the Company's valuation allowance assessments, offset in part by lower restructuring costs and higher earnings from non‑consolidated affiliates. Adjusted EBITDA1 was $492 million reflecting continued operational discipline and effective cost management despite lower reported sales.
Strategic execution in 2025 was highlighted by strong new business momentum including next-generation cockpit technologies. During the year, Visteon secured $7.4 billion of new business awards across its product portfolio, reflecting broad-based customer demand for digital cockpits and advanced displays. Notably, the Company secured two SmartCore™ high-performance computing (“HPC”) program awards, reinforcing customer confidence in the scalability of its cockpit domain controller architecture and its ability to support increased software content and advanced in-cabin functionality. The 2025 business wins of $7.4 billion included $3.6 billion of new display wins across 17 OEM customers. The Company also launched 18 new display products and expanded beyond its core markets, securing $1.1 billion of new business in two-wheeler and commercial vehicle applications.
Operationally, in 2025 Visteon delivered its fifth consecutive year of positive net income attributable to Visteon, by generating $201 million. While net income attributable to Visteon declined year‑over‑year driven primarily by changes in the Company's valuation allowance assessments, underlying profitability remained solid, supported by strong operational performance. Solid gross margin performance, disciplined cost actions, and continued commercial execution enabled the Company to maintain strong net income despite lower sales and industry volatility. The Company delivered its fifth consecutive year of Adjusted EBITDA1 margin expansion, reflecting strong cost performance and disciplined commercial management.
In parallel with these commercial and operational achievements, Visteon generated strong cash flow from operations during the year, reflecting the strength of its earnings profile, disciplined working capital management, and capital efficiency. The Company also maintained a balanced approach to capital allocation, returning approximately $70 million to shareholders through share repurchases and dividends while also completing a second engineering services acquisition to further strengthen its capabilities.
Taken together, these achievements demonstrate Visteon’s ability to execute across its strategic priorities, deliver measurable financial and operational results, and position the Company for sustained long-term growth.
Visteon continued to focus on execution throughout 2024, building a foundation of sustainable growth, margin expansion, and cash flow generation. Visteon reported sales of $3,866 million, a year-over-year decrease of 2%, representing continued out-performance compared to customer production despite significant headwinds in the China market and lower supply chain recoveries from customers. Net Income attributable to Visteon of $274 million declined compared to the prior year primarily due to a larger deferred tax valuation allowance release in 2023 as compared to 2024. Adjusted EBITDA* was $474 million, a 9% increase compared to prior year due to strong commercial and cost discipline. Visteon continued to build the foundation for sustainable growth launching 95 new products during 2024. Visteon's next-generation products continue to be featured on its customer's key vehicles and platforms. Additionally, Visteon was awarded $6.1 billion in new business wins with strong representation in all product categories. Wins included clusters wins of approximately $1.1 billion, driven primarily by digital clusters, multiple SmartCore™ and infotainment wins with lifetime revenue in excess of $1.5 billion, multiple large multi-display wins bringing total displays wins to $2.6 billion for the year, and $0.7 billion of electrification wins highlighted by a power electronics win for an on-board charger and DC-DC converter.
*1 Adjusted EBITDA is a Non-GAAP financial measure, as defined below.
Results of Operations
Year ended December 31, 2025 Compared to Year ended December 31, 2024
The Company's consolidated results of operations for the years ended December 31, 2025 and 2024 were as follows:
Net sales for the year ended December 31, 2025 totaled $3,768 million, which represents a decrease of $98 million compared with 2024. Volumes and net new business decreased net sales by $106 million. Customer pricing decreased net sales by $141 million as a result of annual price reductions and lower customer recoveries due to improving supply chain dynamics. Currency increased sales by $1 million due to increases in the euro and Thai baht which were partially offset by decreases in the Indian rupee and Brazilian real. Other cost performance, design changes and other increased net sales by $148 million primarily due to one-time items and sales from the recently acquired engineering services companies.
Cost of sales decreased $99 million for the year ended December 31, 2025, when compared with 2024. Volume, mix and net new business decreased cost of sales by $85 million. Net engineering costs, excluding currency, increased cost of sales by $35 million primarily driven by recently acquired engineering services companies. Currency impacts were flat due to increases in the Mexican peso and euro which were offset by a decrease in the Brazilian real. Cost performance, design changes and other items decreased cost of sales by $49 million primarily due to operational efficiencies.
Gross engineering costs relate to forward model program development and advanced engineering activities and services. Net engineering costs of $364 million for the year ended December 31, 2025, including the impacts of currency, were $29 million higher than the same period of 2024. The increase is primarily due to recent engineering services acquisitions, partially offset by lower personnel cost and favorable impacts from currency.
Selling, general, and administrative expenses were $202 million, 5.4% of net sales, and $207 million, 5.4% of net sales, for the years ended December 31, 2025 and 2024, respectively. Expenses decreased during 2025 due to lower bad debt expense, partially offset by the impact of currency due to increases in the euro.
Restructuring, net
The Company recorded $8 million and $32 million of net restructuring expense for the years ended December 31, 2025 and 2024, respectively. These expenses are primarily related to employee severance. The decrease is primarily related to the non-recurrence of the third quarter 2024 restructuring program.
Interest, Net
Net interest income for the year ended December 31, 2025, was $9 million, compared to interest income of $2 million in the same period 2024. The increase in interest income, net of expense, during 2025 is due to interest income on increased cash balances and decreased interest expense due to a lower principal debt balance and lower interest rates on debt.
Equity in net income of non-consolidated affiliates was income of $8 million and a loss of $3 million for the years ended December 31, 2025 and 2024, respectively. The increased income is due to increased net operating profits at affiliates.
Other Income (Loss), Net
Other income (loss), net consists of the following:
Pension financing benefits, net decreased due to lower expected return on assets related to employee benefit plans.
During the year ended December 31, 2025, the Company entered into an annuity contract to transfer a portion of its U.S. defined benefit pension obligations to a third‑party insurer, resulting in a settlement loss of $7 million.
During the year ended December 31, 2024 the Company incurred settlement and curtailment losses of $4 million related to an early buyout of individuals in the U.S. defined benefit plan.
Income Taxes
The Company recorded an income tax provision of $125 million for the year ended December 31, 2025, compared to a $8 million income tax benefit in 2024. The year‑over‑year change of $133 million was driven primarily by changes in the Company’s valuation allowance assessments.
During the fourth quarter of 2025, the Company updated its forward‑looking profitability projections and reassessed the expected utilization of its deferred tax carryforward attributes using the tax law ordering approach, consistent with the change in accounting principle described in Note 1, "Summary of Significant Accounting Policies" within Part II, Item 8, “Financial Statements and Supplementary Data." This reassessment reflected the estimated impacts of the One Big Beautiful Bill Act (the “Act”) and refinements to state-level valuation allowance estimates. As a result, the Company recognized a combined $55 million of discrete income tax expense during 2025. Also in the fourth quarter of 2025, the Company concluded that certain deferred tax assets in Germany and Brazil were more likely than not to be realized, resulting in a $20 million non‑cash tax benefit.
In 2024, the Company determined that additional deferred tax assets in the U.S. and Germany were more likely than not to be realized, resulting in non‑cash tax benefits of $71 million and $7 million, respectively. The net year‑over‑year change in valuation allowance adjustments contributed $113 million to the increase in income tax expense. The remaining $20 million increase is primarily attributable to the overall increase in pretax income, including changes in the mix of earnings and differing tax rates between jurisdictions, withholding taxes, and uncertain tax positions.
For additional information regarding the Company’s valuation allowances, see Note 14, "Income Taxes" within Part II, Item 8, “Financial Statements and Supplementary Data.”
The Company defines Adjusted EBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.
Adjusted EBITDA1 is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA1 may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA1 is not a recognized term under U.S. generally accepted accounting principles ("GAAP") and does not purport to be a substitute for net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. Adjusted EBITDA1 has limitations as an analytical tool and is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The Company uses Adjusted EBITDA1 as a factor in incentive compensation decisions and to evaluate the effectiveness of the Company's business strategies. In addition, the Company's credit agreements use measures similar to Adjusted EBITDA1 to measure compliance with certain covenants.
The reconciliation of Adjusted EBITDA1 to net income attributable to Visteon for the years ended December 31, 2025 and 2024 is as follows:
Adjusted EBITDA1 was $492 million for the year ended December 31, 2025, an increase of $18 million compared to 2024. Strong cost performance, disciplined commercial actions, and favorable one‑time items, partially offset by higher warranty expense and the negative effects of volume and net new business, resulted in a net benefit of approximately $195 million. This improvement was offset by a $141 million reduction from customer pricing and lower recoveries as supply‑chain conditions normalized. Adjusted EBITDA1 was further impacted by $35 million of higher net engineering costs and $1 million unfavorable foreign currency effect, primarily from movements in the euro and Thai baht, partially offset by the Indian rupee.
During the fourth quarter of 2025, the Company elected to change its accounting method for assessing the realizability of U.S. deferred tax assets from the incremental cash tax savings method to the tax‑law‑ordering method. This change is further described in Note 1, "Summary of Significant Accounting Policies", to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K.
For a complete analysis of our financial condition and results of operations for fiscal year 2024, including the comparison to fiscal year 2023, refer to Part II, Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 18, 2025. The discussion presented below addresses only those sections with relevant updates resulting from the change in accounting principle.
The Company's consolidated results of operations for the years ended December 31, 2024 and 2023 were as follows:follows.
In 2024, the Company determined that additional U.S. deferred income tax assets were more likely than not to be realized resulting in a $49 million non-cash tax benefit to Net income attributable to Visteon Corporation or $1.76 per diluted share. 2023 includes a non-cash tax benefit to Net income attributable to Visteon Corporation of $313 million, or $11.10 per diluted share in the fourth quarter, and $10.98 per diluted share for the full year, related to a reduction in the valuation allowance against the U.S. deferred tax assets.
Net sales for the year ended December 31, 2024 totaled $3,866 million, which represents an decrease of $88 million compared with 2023. Volumes and net new business increased net sales by $125 million due to continued market outperformance as a result of recent product launches and sales volumes in the America's, partially offset by lower sales in China due to market dynamics. Customer pricing decreased net sales by $142 million as a result of lower customer recoveries due to improving supply chain dynamics and annual price reductions. Unfavorable currency decreased net sales by $30 million, primarily attributable to the Chinese renminbi, Japanese yen, and Brazilian real, partially offset by the euro. Other cost performance, design changes and other decreased net sales by $41 million. primarily due to the non-recurrence of certain prior period one time commercial items.
Cost of sales decreased $132 million for the year ended December 31, 2024, when compared with 2023. Volume, mix and net new business increased cost of sales by $104 million. Net engineering costs, excluding currency, decreased cost of sales by $16 million as a result of favorable timing of engineering recoveries. Foreign currency decreased cost of sales by $17 million, primarily attributable to the Mexican peso and Japanese yen, partially offset by the Brazilian real. Cost performance, design changes and other decreased cost of sales by $203 million primarily due to lower recoveries from improving supply chain dynamics and manufacturing efficiencies.
Gross engineering costs relate to forward model program development and advanced engineering activities and exclude contractually reimbursable engineering costs. Gross engineering costs of $334 million for the year ended December 31, 2024, where $4 million higher than the same period of 2023, and included the the acquisition of a German R&D services firm. Net engineering costs of $191 million for the year ended December 31, 2024, including the impacts of currency, were $19 million lower than the same period of 2023. This decrease is primarily related to favorable timing of recoveries during 2024 compared to the prior period.
Selling, general, and administrative expenses were $207 million, or 5.4% of net sales, and $207 million, or 5.2% of net sales, for the years ended December 31, 2024 and 2023, respectively. Expenses remained unchanged during 2024 due to decreased amortization expense offset by increased employee expenses.
Restructuring and Impairment
The Company recorded $32 million and $5 million of net restructuring expense for the years ended December 31, 2024 and 2023, respectively. The increase is due to a 2024 global restructuring plan announced in September 2024 aimed at improving efficiency and further rationalize the Company’s footprint.
Interest Expense, Net
Net interest income for the year ended December 31, 2024, was $2 million, compared to interest expense of $7 million in the same period 2023. The increase in interest income during 2024 reflects increased cash balances.
Equity in net loss of non-consolidated affiliates was $3 million and $10 million for the years ended December 31, 2024 and 2023, respectively. The loss in each year is due to operating losses at an affiliate.
Other Income, Net
Other income, net consists of the following:
The Company's provisionbenefit forfrom income taxes was $14$8 million for year ended December 31, 2024, reflecting a $262$322 million increase compared to the $248$330 million benefit from income taxes in 2023. In the fourth quarter of 2023, the Company released $313$395 million from its deferred tax valuation allowance related to U.S. federal and certain state deferred tax assets. In 2024, the Company determined that additional U.S. deferred income tax assets were more likely than not to be realized resulting in a $49$71 million non-cash tax benefit.
Adjusted EBITDA
The Company defines Adjusted EBITDAEBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.
What changed in the latest 10-Q
Risk Factors
For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed in Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 19, 2026. See also, "Forward-Looking Statements" included in Part I, Item 2 of this Quarterly Report on Form 10-Q.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations - Six Months Ended June 30, 2026 and 2025”
New heading “Net Sales, Cost of Sales and Gross Margin”
New heading “Selling, General and Administrative Expenses”
New heading “Restructuring, net”
New heading “Equity in Net Income of Non-Consolidated Affiliates”
New heading “Other Income (Expense), Net”
New heading “Results of Operations - Six Months Ended June 30, 2025 and 2024”
Largest changes
“The Company defines Adjusted EBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.”see in full comparison
“Adjusted EBITDA1 is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA1 may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA1 is not a recognized term under U.S. …”see in full comparison
“The automotive industry continues to face ongoing risks related to tariffs, vehicle affordability, economic uncertainty, geopolitical developments including the recent conflict in the Middle East, semiconductor chip shortages, production disruptions, and changes in customer market share. The potential impact on future periods’ financial statements, results of operations, and cash flows will depend on the evolution of tariff policies, plant production schedules, supply-chain conditions, and the pace of EV adoption.”see in full comparison
“The extent to which these factors affect future financial performance will depend on the evolution of tariff policies, customer production schedules, supply chain conditions, customer market share shifts, and the pace of EV adoption.”see in full comparison
Full comparison: every changed paragraph (73)
Visteon is a global automotive technology company serving the mobility industry, dedicated to creating more enjoyable, connected, and safe driving experiences. The Company's platforms leverage proven, scalable hardware and software solutions that enable the digital, electric, and autonomous evolution of its global automotive customers. The automotive mobilitytechnology market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digital, incorporates increased connectivity through onboard computing, software and cloud-enabled features, and includes more advanced safety and Artificial Intelligence ("AI") features.
•Technology Innovation - The Company is an established global leader in cockpit electronics and is positioned to provide solutions as the industry transitions to the next generation automotive cockpit experience. The cockpit is becoming fully digital, connected, automated, AI and voice enabled. The Company's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry.
•Balanced Capital Allocation with a Strong Balance Sheet - The Company continues to maintain a strong balance sheet to withstand near-term industry volatility and support a balanced capital allocation framework. The Company is primarily focused on allocating capital to high-returning organic initiatives that increase internal capabilities, attractive inorganic growth opportunities, and returning capital to shareholders. In MarchSince 2023, the Company announcedhas returned nearly $300 million to shareholders through a $300combination of share repurchases and cash dividends. In June 2026, the Company reinforced its commitment to shareholder returns by authorizing a new $800 million share repurchase program maturingextending atthrough the end of 2026. The Company has repurchased $256 million of Company common stock under this program. During the three months ended March 31, 2026, the Company paid a total of $10 million of quarterly cash dividends.2029.
The pie charts below highlight the net sales breakdown for Visteon for the three and six months ended MarchJune 31,30, 2026.
Three Months Ended MarchJune 31,30, 2026
Six Months Ended June 30, 2026
Global light‑vehicle production declinedwas approximately 3%flat in the firstsecond quarter of 2026,2026 compared to 2025, based on AprilJuly 2026 S&PMobility GlobalGlobal, Inc. data, with production volumes for the Company’s key customers declining by approximately 4%.5%. In Norththe America,Americas, industry production declinedincreased by approximately 2%,1%, while production volumes at the Company’s major customers declined by an estimated 4%. Despite lower production levels, retailRetail demand remained relatively resilient, with U.S. seasonally adjusted retail sales remaining above 16 million units. This reflected continued consumer demand for internal‑combustion and hybrid vehicles, partially offset by a decline in electric‑vehicle (“EV”) purchases following the expiration of federal EV tax credits. In Europe, industry production decreased approximately 1% compared to the prior year, while production volumes at the Company’s largest European customers declined by approximately 4%.3%. In China, production volumes declined by approximately 10%,3%, with production at the Company’s key customers declining atby aapproximately similar rate.13%.
Looking ahead, S&PMobility GlobalGlobal, Inc. expects global light-vehicle production to decrease by 2% compared to 2025, with production volumes for the Company’s key customers are anticipated to decline by aapproximately slightly higher rate. North American, Chinese, and European production are each expected to decline by 2%.4%. The recentongoing conflict in the Middle East may further decrease production, though the magnitude of the decrease is uncertain. Memory chip market conditions mayare createcreating cost pressures and have the potential to affect industry production volumes, as memory supplier capacity is increasingly allocated to support growth in data center infrastructure. The impact of tariffs on the automotive industry remains uncertain, with the potential to increase production costs and weigh on future vehicle volumes; however, the effects have been minimal to date.
The extent to which these factors affect future financial performance will depend on the evolution of tariff policies, customer production schedules, supply chain conditions, customer market share shifts, and the pace of EV adoption.
The automotive industry continues to face ongoing risks related to tariffs, vehicle affordability, economic uncertainty, geopolitical developments including the recent conflict in the Middle East, semiconductor chip shortages, production disruptions, and changes in customer market share. The potential impact on future periods’ financial statements, results of operations, and cash flows will depend on the evolution of tariff policies, plant production schedules, supply-chain conditions, and the pace of EV adoption.
Results of Operations - Three Months Ended MarchJune 31,30, 2026 and 2025
The Company's consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:
Net sales for the three months ended MarchJune 31,30, 2026 totaled $954$960 million, representing ana increasedecrease of $20$9 million compared with the same period of 2025. Volumes and net new business decreased net sales by $23$17 million. Customer pricing decreased net sales by $5$1 million as a result of annual price reductions and partially offset by higher customer recoveries.recoveries due to elevated semiconductor cost. Favorable currency increased net sales by $24$4 million, primarily attributable to the euro andeuro, Brazilian real, and Chinese renminbi, partially offset by the Indian rupee.rupee and the Japanese yen. Other cost performance, design changes and other increased net sales increased by $24$5 millionmillion, primarily due to one-time items and sales from the recently acquired engineering services companies.companies and other commercial items.
Cost of sales increased by $45$14 million for the three months ended MarchJune 31,30, 2026 compared with the same period in 2025. Volume, mix and net new business decreased cost of sales by $16$13 million. Net engineering costs, excluding currency, increased cost of sales by $2$12 million. Foreign currency increased cost of sales by $28$11 million, primarily attributable to the euro, IndianChinese rupee,renminbi, and ChineseBrazilian renminbi.real, partially offset by the Indian rupee. Cost performance, design changes and other increased cost of sales by $31$4 million primarily due to timing of recoveries, higher semiconductor costs, and higher warrantymanufacturing costs, partially offset by ongoing cost discipline.
Gross engineering costs relate to forward model program development, advanced engineering activities and services. Net engineering costs were $57$62 million and $52 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increase is primarily due to recent engineering services acquisitions,acquisitions and timing of project spend, partially offset by lower personnel costs.
Selling, general, and administrative expenses were $54$46 million and $47$48 million, during the three months ended MarchJune 31,30, 2026 and 2025, respectively. ExpensesThe increaseddecrease in expenses during 2026the duesecond quarter is primarily related to thelower non-recurrencebad ofdebt a prior year incentive credit and unfavorable currency impacts.expense.
During the three months ended MarchJune 31,30, 2026, the Company recorded $18a release of $1 million of net restructuring expense primarily due to a change in estimate of the Q1 2026 programs. During the three months ended June 30, 2025, the Company recorded an expense of $1 million of net restructuring expense. These expenses are primarily related to employee severance. The increasesecond isquarter primarilyrelease reflects an updated assessment of restructuring actions and related tocosts abased restructuringon programinitiatives approvedidentified during the three months ended March 31, 2026.quarter.
InterestInterest, incomenet for the three months ended MarchJune 31,30, 2026 increased by $1 million when compared to the same period in 2025. The increase in interest income,interest, net of expense, during 2026 is due to higher cash balances which yieldlower interest income.expense related to the debt amendment executed in April 2026.
Equity in net income of non-consolidated affiliates was income of $2 million during the three months ended MarchJune 31,30, 2026 and 2025.
Other income, net was $4a loss of $2 million and a gain of $1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. OtherDuring income,the netthree consistedmonths ended June 30, 2026, the loss was primarily ofdue netto acquisition and debt amendment costs, partially offset by pension financing benefits.
During the three months ended June 30, 2025, the gain consisted primarily of net pension financing benefits, partially offset by acquisition costs.
The Company's provision for income taxes was $26 million for the three months ended June 30, 2026, compared with $22 million for the same period in 2025. The increase was primarily attributable to net discrete tax expense of $5 million recognized during the second quarter of 2026, consisting principally of a $4 million charge related to the resolution of a tax audit in Tunisia and a $3 million charge associated with the settlement of a bilateral advance pricing arrangement between the United States and India, partially offset by a $2 million tax benefit related to additional research and development credits recognized in Portugal. These items were partially offset by lower pretax income during the current year period.
The effective tax rate for the three months ended June 30, 2026 was 34%, compared with 23% for the three months ended June 30, 2025. The increase in the effective tax rate was primarily due to the net discrete tax expense recognized during the quarter and a less favorable geographic mix of earnings in the current year period. In addition, the effective tax rate was adversely affected by withholding taxes incurred on certain intercompany transactions and foreign earnings expected to be repatriated, which represented a larger component of tax expense in the current year period.
The Company’s provision for income taxes was $16 million for the three months ended March 31, 2026, compared with $26 million for the same period in 2025, representing a decrease of $10 million. The decrease in income tax expense was primarily attributable to lower pretax income in the current‑year period. The effective tax rate for the three months ended March 31, 2026 and 2025 was 34% and 28%, respectively. The increase is primarily due to less favorable geographic earnings mix.
The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA1 for the three months ended MarchJune 31,30, 2026 and 2025, is as follows:
Adjusted EBITDA1 was $104$116 million for the three months ended MarchJune 31,30, 2026 representing a decrease of $25$18 million compared with the same period of 2025. Lower volumes decreased Adjusted EBITDA1 by $7$4 million. Foreign currency decreased Adjusted EBITDA1 by $8 million, primarily attributable to the Mexican peso, Japanese yen, and Indian rupee, partially offset by the Brazilian real. Net engineering costs, excluding currency, decreased Adjusted EBITDA1 by $12 million. Customer pricing decreased Adjusted EBITDA1EBITDA by $5$1 million as a result of annual price reductions and customer recoveries. ForeignCost currencyperformance decreasedand commercial discipline increased Adjusted EBITDA1 by $6 million, primarily attributable to the Indian rupee and Japanese yen, partially offset by the euro and Brazilian real. Net engineering costs, excluding currency, decreased Adjusted EBITDA1 by $2$7 million. Cost performance, commercial discipline as well as the impact of one-time items decreased Adjusted EBITDA1 by $5 million.
Results of Operations - Three Months Ended MarchJune 31,30, 2025 and 2024
The Company's consolidated results of operations for the three months ended MarchJune 31,30, 2025 and 2024 were as follows.
The Company's provision for income taxes of $26$22 million for the three months ended MarchJune 31,30, 2025 represents an increase of $13$9 million compared with $13 million in the same period of 2024. The increase in tax expense isreflects a higher forecasted effective tax rate, primarily attributabledriven toby the overall increase in net income, including changesshifts in the geographic mix of earningsearnings, jurisdictional tax rate differences, and differingincreased taxwithholdings ratestaxes betweendue jurisdictions.primarily to unfavorable exchange movements.
The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA1 for the three months ended MarchJune 31,30, 2025 and 2024, is as follows:
Results of Operations - Six Months Ended June 30, 2026 and 2025
The Company's consolidated results of operations for the six months ended June 30, 2026 and 2025 were as follows:
Net Sales, Cost of Sales and Gross Margin
Net sales for the six months ended June 30, 2026 totaled $1,914, representing an increase of $11 million compared with the same period of 2025. Volumes and net new business decreased net sales by $40 million. Customer pricing decreased net sales by $6 million as a result of annual price reductions, partially offset by higher customer recoveries. Favorable currency increased net sales by $28 million, primarily attributable to the euro and Brazilian real, partially offset by the Indian rupee. Other cost performance, design changes and other increased net sales by $29 million primarily due to one-time items and sales from the recently acquired engineering services companies and other commercial items.
Cost of sales increased by $59 million for the six months ended June 30, 2026 compared with the same period in 2025. Volume, mix and net new business decreased cost of sales by $29 million. Net engineering costs, excluding currency, increased cost of sales by $14 million. Foreign currency increased cost of sales by $39 million, primarily attributable to the euro, Chinese renminbi, and Brazilian real. Cost performance, design changes and other increased cost of sales by $35 million primarily due to higher semiconductor and warranty costs, partially offset by ongoing cost discipline.
A summary of net engineering costs is shown below:
Gross engineering costs relate to forward model program development, advanced engineering activities and services. Net engineering costs were $119 million and $104 million for the six months ended June 30, 2026 and 2025, respectively. The increase is primarily due to recent engineering services acquisitions and timing of project spend, partially offset by higher recoveries.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses were $100 million and $95 million, during the six months ended June 30, 2026 and 2025, respectively. The year-over-year increase was primarily driven by unfavorable foreign currency impacts.
Restructuring, net
During the six months ended June 30, 2026 and 2025, the Company recorded $17 million and $1 million of net restructuring expense, respectively, primarily related to employee severance. The increase is primarily related to a restructuring program approved during the first quarter of 2026.
Interest, Net
Interest income, net for the six months ended June 30, 2026 increased by $2 million when compared to the same period in 2025. The increase in interest, net is due to lower interest expense related to the debt amendment executed in April 2026.
Equity in Net Income of Non-Consolidated Affiliates
Equity in net income of non-consolidated affiliates was income of $4 million during the six months ended June 30, 2026 and 2025.
Other Income (Expense), Net
Other income, net was $2 million for the six months ended June 30, 2026 and 2025. Other income, net for the six months ended June 30, 2026 consisted primarily of net pension financing benefits, partially offset by acquisition costs and debt amendment fees. Other income, net for the six months ended June 30, 2025 consisted primarily of net pension financing benefits, partially offset by acquisition costs.
Income Taxes
The Company's provision for income taxes was $42 million for the six months ended June 30, 2026, compared with $48 million for the same period in 2025. The decrease was primarily driven by lower pretax income and a favorable discrete tax benefit of $2 million related to additional research and development credits recognized in Portugal. These favorable items were partially offset by discrete tax expense of $7 million, consisting primarily of a $4 million expense related to the resolution of a tax audit in Tunisia and a $3 million expense associated with the settlement of a bilateral advance pricing arrangement between the United States and India.
The effective tax rate for the six months ended June 30, 2026 was 34%, compared with 25% for the six months ended June 30, 2025. The increase in the effective tax rate was primarily due to the discrete tax items described above and a less favorable geographic mix of earnings in the current year period. The effective tax rate also continued to be impacted by withholding taxes on certain intercompany transactions and foreign earnings expected to be repatriated, which represented a larger component of tax expense in the current year period.
The Company defines Adjusted EBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.
Adjusted EBITDA1 is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA1 may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA1 is not a recognized term under U.S. generally accepted accounting principles ("GAAP") and does not purport to be a substitute for net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. Adjusted EBITDA1 has limitations as an analytical tool and is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The Company uses Adjusted EBITDA1 as a factor in incentive compensation decisions and to evaluate the effectiveness of the Company's business strategies. In addition, the Company's credit agreements use measures similar to Adjusted EBITDA1 to measure compliance with certain covenants.
The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA1 for the six months ended June 30, 2026 and 2025, is as follows:
Adjusted EBITDA1 was $220 million for the six months ended June 30, 2026 representing a decrease of $43 million compared with the same period of 2025. Lower volumes decreased Adjusted EBITDA1 by $11 million. Customer pricing decreased Adjusted EBITDA1 by $6 million as a result of annual price reductions, partially offset by customer recoveries. Foreign currency decreased Adjusted EBITDA1 by $14 million, primarily attributable to the Indian rupee, Japanese yen, and Mexican peso, partially offset by the Brazilian real. Net engineering costs, excluding currency, decreased Adjusted EBITDA1 by $14 million. Cost performance, commercial discipline as well as the impact of one-time items, partially offset by higher semiconductor cost, increased Adjusted EBITDA1 by $2 million.
Results of Operations - Six Months Ended June 30, 2025 and 2024
During the fourth quarter of 2025, the Company elected to change its accounting method for assessing the realizability of U.S. deferred tax assets from the incremental cash tax savings method to the tax‑law‑ordering method. This change is further described in Note 1, "Summary of Significant Accounting Policies", to the consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2025, as filed on February 19, 2026, with the SEC. The discussion presented below addresses only those sections with relevant updates resulting from the change in accounting principle.
The Company's consolidated results of operations for the six months ended June 30, 2025 and 2024 were as follows.
The Company's provision for income taxes of $48 million for the six months ended June 30, 2025 represents an increase of $22 million compared with $26 million in the same period of 2024. The increase in tax expense is primarily attributable to higher pretax income, as well as changes in the geographic mix of earnings and differing tax rates between jurisdictions. Additionally, the increase reflects higher withholding taxes, largely attributable to unfavorable foreign exchange movements.
The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA1 for the six months ended June 30, 2025 and 2024, is as follows:
Access to additional capital through the debt or equity markets is influenced by the Company's credit ratings. As of MarchJune 31,30, 2026, the Company’s corporate credit ratings has been upgraded from BB towere BB+ by Standard & Poor’s and from Ba2 to Ba1 by Moody's. See Note 9, "Debt" for a comprehensive discussion of the Company's debt facilities. Incremental funding requirements of the Company's consolidated foreign entities are primarily accommodated by intercompany cash pooling structures. Affiliate working capital lines, which may be utilized by the Company's local subsidiaries and consolidated joint ventures, had availability of $151$189 million and the Company had $400 million of available credit under the revolving credit facility, as of MarchJune 31,30, 2026.
VC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 7 filings (7 insiders, 9 trade dates, 63,533 shares, about $7.2M; 3 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -63,533 (purchases minus sales); net value about -$7.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-17 | Sennett Marjorie |
Option exercise | 1,219 | — | — |
| 2026-06-05 | Manzo Robert |
Option exercise | 1,829 | — | — |
| 2026-06-05 | Barrese James |
Option exercise | 1,829 | — | — |
| 2026-06-05 | Bergman Naomi M. |
Option exercise | 1,829 | — | — |
| 2026-06-05 | Jones Jeffrey David |
Option exercise | 1,829 | — | — |
| 2026-06-05 | Kure Bunsei |
Shares withheld for tax | 549 | $117.46 | $64.5K |
| 2026-06-05 | Kure Bunsei |
Option exercise | 1,829 | — | — |
| 2026-06-05 | Maguire Joanne M |
Option exercise | 1,829 | — | — |
| 2026-06-05 | Scricco Francis M |
Option exercise | 1,829 | — | — |
| 2026-06-05 | Treadwell David L |
Option exercise | 1,829 | — | — |
| 2026-06-05 | Pynnonen Brett D |
Open-market sale |
5,000 | $120.00 | $600.0K |
| 2026-06-02 | Vallance Robert R |
Open-market sale |
1,000 | $119.40 | $119.4K |
| 2026-06-01 | Vallance Robert R |
Open-market sale |
2,000 | $116.50 | $233.0K |
| 2026-05-28 | Kim Seungkyung |
Open-market sale | 600 | $118.96 | $71.4K |
| 2026-05-07 | Ribeiro Joao Paulo |
Open-market sale | 373 | $113.04 | $42.2K |
| 2026-04-28 | Trecker Kristin |
Open-market sale | 2,637 | $110.47 | $291.3K |
| 2026-04-28 | Myers Colleen Elizabeth |
Open-market sale | 475 | $110.92 | $52.7K |
| 2026-04-27 | Trecker Kristin |
Open-market sale | 1,622 | $114.24 | $185.3K |
| 2026-04-24 | Lawande Sachin |
Option exercise |
38,817 | $66.98 | $2.6M |
| 2026-04-24 | Lawande Sachin |
Open-market sale |
1,300 | $110.81 | $144.1K |
| 2026-04-24 | Lawande Sachin |
Open-market sale |
4,850 | $112.64 | $546.3K |
| 2026-04-24 | Lawande Sachin |
Open-market sale |
12,045 | $114.40 | $1.4M |
| 2026-04-24 | Lawande Sachin |
Open-market sale |
800 | $115.27 | $92.2K |
| 2026-04-24 | Lawande Sachin |
Open-market sale |
19,822 | $113.52 | $2.3M |
| 2026-04-23 | Lawande Sachin |
Option exercise |
11,009 | $66.98 | $737.4K |
| 2026-04-23 | Lawande Sachin |
Open-market sale |
11,009 | $110.09 | $1.2M |
Well-known investors holding VC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 476,156 | $47.2M | 0.03% | Added 95% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 350,540 | $34.4M | 0.01% | Reduced 13% |
| Renaissance Technologies | 2026-06-30 | 150,100 | $14.9M | 0.02% | Reduced 53% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 61,367 | $6.1M | 0.0% | Added 140% |
| D. E. Shaw & Co. | 2026-06-30 | 15,848 | $1.6M | 0.0% | Reduced 53% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 13,564 | $1.3M | 0.0% | Reduced 39% |
| Two Sigma Investments | 2026-06-30 | 5,433 | $495.0K | — | Sold out |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 5,200 | $473.8K | — | Sold out |
| Bridgewater Associates | 2026-06-30 | 4,185 | $415.2K | 0.0% | New position |