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What changed in VISTEON CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of VISTEON CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+245 added−206 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-18)

Top changes in VISTEON CORP's 2025 10-K

245 paragraphs added · 206 removed · 154 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

28 edited+13 added−7 removed49 unchanged
Biggest changeThe following is a summary of customers representing greater than 10 percent of the Company's annual net sales: Percentage of Total Net Sales December 31, 2024 2023 2022 Ford 23 % 22 % 22 % General Motors 15 % 12 % 9 % The Company typically supplies products to OEM customers through purchase orders, which are usually governed by general terms and conditions established by each OEM.
Biggest changeThe Company’s Customers The Company's ultimate customers are global vehicle manufacturers including BMW, Ford, Geely, General Motors, Honda, Jaguar/Land Rover, Mahindra, Mazda, Mercedes-Benz, Mitsubishi, Nissan, Renault, Stellantis, Tata, Toyota, and Volkswagen. 5 The following is a summary of customers representing 10 percent or greater of the Company's annual net sales: Percentage of Total Net Sales December 31, 2025 2024 2023 Ford 26 % 23 % 22 % General Motors 12 % 15 % 12 % Volkswagen 10 % 9 % 9 % The Company typically supplies products to OEM customers through purchase orders, which are usually governed by general terms and conditions established by each OEM.
Although the Company’s intellectual property plays an important role in maintaining its competitive position, no single patent, copyright, proprietary tool or technology, trade secret or license, or group of related patents, copyrights, proprietary tools or technologies, trade secrets or licenses is of such value to the 7 Company that its business would be materially affected by the expiration or termination thereof.
Although the Company’s intellectual property plays an important role in maintaining its competitive position, no single patent, copyright, proprietary tool or technology, trade secret or license, or group of related patents, copyrights, proprietary tools or technologies, trade secrets or licenses is of such value to the Company that its business would be materially affected by the expiration or termination thereof.
The Company believes that future success in the automotive industry is, in part, dependent on alignment with customers to support their efforts to effectively meet the challenges associated with the following significant trends and developments in the global automotive industry: • Electronic content and connectivity - Digital and portable technologies have dramatically influenced the lifestyle of today’s consumers, who expect products that enable such a lifestyle.
The Company believes that future success in the automotive industry is, in part, dependent on alignment with customers to support their efforts to effectively meet the challenges associated with the following trends and developments in the global automotive industry: • Electronic content and connectivity - Digital and portable technologies have dramatically influenced the lifestyle of today’s consumers, who expect products that enable such a lifestyle.
As stated in one of the Company's four core beliefs and values, “We treat each other with respect and embrace our differences.” 6 Workplace Safety The Company requires protective equipment, enforces comprehensive safety policies and procedures, and encourages its employees and leaders to continually look for ways to improve workplace safety.
As stated in one of the Company's four core beliefs and values, “We treat each other with respect and embrace our differences.” Workplace Safety The Company requires protective equipment, enforces comprehensive safety policies and procedures, and encourages its employees and leaders to continually look for ways to improve workplace safety.
It has implemented and maintains a health and safety management system that is certified to the OHSAS 18001 or ISO 45001 standard. Regulation Visteon operates in a constantly evolving global regulatory environment and is subject to numerous and varying regulatory requirements for its product performance and material content.
It has implemented and maintains a health and safety management system that is certified to the OHSAS 18001 or ISO 45001 standard. Regulation 7 Visteon operates in a constantly evolving global regulatory environment and is subject to numerous and varying regulatory requirements for its product performance and material content.
The Company may also be required to share in all or part of recall costs if the OEM recalls vehicles for defects attributable to Visteon products. 5 The Company’s Competition The automotive sector remains highly competitive resulting from the ongoing industry consolidation.
The Company may also be required to share in all or part of recall costs if the OEM recalls vehicles for defects attributable to Visteon products. The Company’s Competition The automotive sector remains highly competitive resulting from the ongoing industry consolidation.
In light of the continued importance of these matters, the Board of Directors and management have developed a multi-year roadmap to enhance the Company’s sustainability and social responsibility programs and disclosures, including assessment of the potential risks associated with climate change.
In light of the continued importance of these matters, the Board of Directors and management developed a multi-year roadmap to enhance the Company’s sustainability and social responsibility programs and disclosures, including assessment of the potential risks associated with climate change.
Although customer programs typically extend to future periods and although there is an expectation that the Company will supply certain levels of OEM production in those future periods, customer agreements (including the applicable terms and conditions) do not necessarily constitute firm orders.
Although customer programs typically extend to future periods and although there is an expectation that the Company will supply certain levels of OEM production in those future periods, customer agreements (including the applicable terms and conditions) do not generally constitute firm orders.
Additionally, many of Visteon's OEM customers have the option to terminate contracts for convenience; this option permits the OEM customers to impose pressure on pricing during the life of the vehicle program or issue purchase orders for less than the duration of the vehicle program.
Additionally, most of Visteon's OEM customers have the option to terminate contracts for convenience; this option permits the OEM customers to impose pressure on pricing during the life of the vehicle program or issue purchase orders for less than the duration of the vehicle program.
Visteon strives to identify potential regulatory and quality risks early in the design and development process and proactively manage them throughout the product lifecycle through the use of routine assessments, protocols, standards, performance measures, and audits.
Visteon strives to identify potential regulatory and quality risks early in the design and development process and proactively manages them throughout the product lifecycle through the use of routine assessments, protocols, standards, performance measures, and audits.
As of December 31, 2024, the percentage of Visteon's global workforce represented by females was approximately 38%. The Company encourages many forms of communication such as global town hall employee meetings, informal small-group employee discussions, and an open-door policy so all employees have direct access to senior leadership and have the opportunity to ask questions, make suggestions, and provide input.
As of December 31, 2025, the percentage of Visteon's global workforce represented by females was approximately 39%. The Company encourages many forms of communication such as global town hall employee meetings, informal small-group employee discussions, and an open-door policy so all employees have direct access to senior leadership and have the opportunity to ask questions, make suggestions, and provide input.
SmartCore Cockpit Domain Controller The Company offers SmartCore™, an automotive-grade, integrated domain controller approach, which can independently operate the infotainment system, instrument cluster, head-up display, rear-seat displays, and other features on a single, multi-core chip to improve efficiency, create a unified experience across products, and reduce power consumption and cost.
SmartCore, TM Cockpit Domain Controller The Company offers SmartCore™, an automotive-grade, integrated cockpit domain controller that can independently operate the infotainment system, instrument cluster, head-up display, rear-seat displays, and other features on a single, multi-core chip to improve efficiency, create a unified experience across products, and reduce power consumption and cost.
Because retention of the employee base is significant to its business strategy, executive management discusses it with the board of directors (the "Board of Directors" or "Board") on a regular basis. Workforce Visteon’s strength comes from a workforce of approximately 10,000 employees operating in approximately 18 countries globally.
Because retention of the employee base is significant to its business strategy, executive management discusses it with the board of directors (the "Board of Directors" or "Board") on a regular basis. Workforce Visteon’s strength comes from a workforce of approximately 10,500 employees operating in approximately 17 countries globally.
Level three includes features such as highway pilot and parking assist technology, for which an increased market penetration rate is expected over the medium term. • Vehicle standardization - OEMs continue to standardize vehicle platforms on a global basis, resulting in a lower number of individual vehicle platforms, design cost savings, and further scale of economies through the production of a greater number of models from each platform.
Level three includes features such as highway pilot and parking assist technology, for which an increased market penetration rate is expected near term. 3 • Vehicle standardization - OEMs continue to standardize vehicle platforms on a global or regional basis, resulting in a lower number of individual vehicle platforms, design cost savings, and further economies of scale through the production of a greater number of models from each platform.
This roadmap includes near-term environmental targets for 2025 aimed at reducing energy consumption, solid waste, water and the reduction of scope 1 and scope 2 CO 2 emissions through the use of renewable energy.
This roadmap includes environmental targets aimed at reducing energy consumption, solid waste, water and the reduction of scope 1 and scope 2 CO 2 emissions through the use of renewable energy.
The Company's workforce is globally distributed with 27% of employees located in the Americas, 30% in Europe, 13% in China, and 30% in the remaining Asia Pacific region. Visteon believes that all employees are leaders and expects leaders to drive operational and financial results and build strong teams.
The Company's workforce is globally distributed with 23% of employees located in the Americas, 34% in Europe, 12% in China, and 31% in the remaining Asia Pacific region. Visteon believes that all employees are leaders and expects leaders to drive operational and financial results and build strong teams.
The Company's primary independent competitors include, but are not limited to, Alpine Electronics, Aptiv PLC, Continental AG, Denso Corporation, Forvia, Harman International Industries, Incorporated (a subsidiary of Samsung Electronics Co. Ltd.), Hitachi Ltd., Hyundai Mobis, Innolux Corporation, LG Electronics, Marelli Holdings Co., Ltd., Nippon Seiki, Panasonic Corporation, Preh GmbH, Robert Bosch GmbH, and Vitesco Technologies.
The Company's primary independent competitors include, but are not limited to, Alpine Electronics, Aptiv PLC, Aumoviad, Denso Corporation, Harman International Industries, Incorporated (a subsidiary of Samsung Electronics Co. Ltd.), Hitachi Ltd., 6 Huizhou Desay, Hyundai Mobis, Innolux Corporation, LG Electronics, Marelli Holdings Co., Ltd., Nippon Seiki, Panasonic Corporation, Preh GmbH, Robert Bosch GmbH, SV, Valeo SA, and Vitesco Technologies.
The Company’s Products The Company designs and manufactures innovative automotive electronics and connected car solutions further described below: Instrument Clusters The Company offers a full line of instrument clusters, from standard analog gauge clusters to high-resolution, all-digital, fully reconfigurable, 2-D and 3-D display-based devices. The Company uses a platform approach to accelerate development and manage multiple vehicle variants.
The Company’s Products and Services The Company designs and manufactures innovative automotive electronics and connected car solutions and provides engineering services further described below: Instrument Clusters The Company offers a full line of instrument clusters, from standard analog gauge clusters to high-resolution, all-digital, fully reconfigurable, 2-D and 3-D display-based devices.
The Electronics segment provides vehicle cockpit electronics products to customers, including digital instrument clusters, cockpit domain controllers, advanced displays, Android-based infotainment systems, and battery management systems. As the Company has one reportable segment, net sales, total assets, depreciation, amortization and capital expenditures are equal to consolidated results.
The Electronics segment provides products and services to customers, including digital instrument clusters, information displays, infotainment, cockpit domain controllers, CognitoAI TM , battery management systems, high voltage power electronics, and engineering services. As the Company has one reportable segment, net sales, total assets, depreciation, amortization and capital expenditures are equal to consolidated results.
These clusters can use a wide range of display technologies, graphic capabilities, decorative elements, and free-form and curved displays. Premium clusters support complex graphics and feature embedded functionality such as driver monitoring, camera inputs, and ambient lighting.
The Company uses a platform approach to accelerate development and manage multiple vehicle variants. These clusters can use a wide range of display technologies, graphic capabilities, decorative elements, and free-form and curved displays. Premium clusters support complex graphics and feature embedded functionality such as driver monitoring, camera inputs, and ambient lighting.
The company offers a display audio and embedded infotainment platform that is based on Android automotive operating system, enabling third-party developers to create apps easily through a software development kit and software simulation of the target hardware system. Additionally, Visteon offers an onboard artificial intelligence (“AI”)-based voice assistant with natural language understanding.
The company offers a display audio and embedded infotainment platform that is based on the Android automotive operating system, 4 enabling third-party developers to create apps easily through a software development kit and software simulation of the target hardware system.
The Company’s International Operations Financial information about sales and net property by major geographic region can be found in Note 20, "Segment Information and Revenue Recognition" to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
In addition, the Company holds rights in a number of other trade names and marks applicable to certain of its businesses and products that it views as important to such businesses and products. 8 The Company’s International Operations Financial information about sales and net property by major geographic region can be found in Note 20, "Segment Information and Revenue Recognition" to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Visteon products align with key industry trends and include digital instrument clusters, cockpit domain controllers, advanced displays, Android-based infotainment systems, and battery management systems.
Visteon products and services align with key industry trends and include digital instrument clusters, information displays, infotainment, cockpit domain controllers, CognitoAI TM , battery management systems, high voltage power electronics, and engineering services.
Infotainment The Company offers a range of infotainment and connected car solutions, including scalable Android infotainment for seamless connectivity including integration with Android Auto and Apple CarPlay technology for wireless smartphone projection.
The Company also developed the first bendable glass multi-display cockpit in the automotive industry and is the industry leader in OLED automotive grade displays. Infotainment The Company offers a range of infotainment and connected car solutions, including scalable Android infotainment for seamless connectivity including integration with Android Auto and Apple CarPlay technology for wireless smartphone projection.
As vehicles become more connected and cockpits more digitized, suppliers that can deliver modular hardware 3 architectures, “open” software architectures, and a software platform approach will be poised to help OEMs achieve greater reuse of validated hardware circuitry, design scalability, and faster development cycles.
As vehicles become more connected and cockpits more digitized, suppliers that can deliver modular hardware architectures, open software architectures, and a platform based approach to product development will be poised to help OEMs achieve greater reuse of validated hardware circuitry, design scalability, and faster development cycles. • Expansion of digital trends into adjacent markets: The trends driving increased electronic content, digitalization, and software-defined architectures in passenger vehicles are also extending into adjacent markets, including commercial vehicles and two-wheelers.
The SmartCore domain controller includes: SmartCore Runtime, middleware enabling communication between domains and apps to be shown on any display; and SmartCore Studio, a PC-based configuration tool to generate hypervisor configurations.
The SmartCore domain controller includes SmartCore Runtime, middleware enabling communication between domains and apps to be shown on any display, and SmartCore Studio, a PC-based configuration tool to generate hypervisor configurations. The latest SmartCore configurations support processing of multiple camera inputs and advanced visualization features and are offered with connected services, including over-the-air (“OTA”) update capability.
These requirements have increased demand for electronic components that can reduce weight, expedite assembly, enhance fuel economy, improve emissions, increase safety, and enhance vehicle performance. Accordingly, Original Equipment Manufacturers ("OEMs") are working to improve occupant and pedestrian safety by incorporating more safety-oriented technology in their vehicles.
These requirements are redefining supply chains through tariff and other regulations while at the same time increasing demand for electronic components that can reduce weight, expedite assembly, enhance fuel economy, improve emissions, increase safety, and enhance vehicle performance.
Additionally, in-vehicle connectivity has increased the need for robust cybersecurity systems to protect data, applications, and associated infrastructure.
Accordingly, Original Equipment Manufacturers ("OEMs") are adjusting their manufacturing plans while at the same time working to improve occupant and pedestrian safety by incorporating more safety-oriented technology in their vehicles. Additionally, in-vehicle connectivity has increased the need for robust cybersecurity systems to protect data, applications, and associated infrastructure triggering various legislation related to connectivity software and hardware.
Removed
Consumer demand for improved vehicle performance and functionality is driving increased electronic content of vehicles. • Electric and hybrid vehicles - The trend towards electrification continues, driven primarily by government incentives and regulatory requirements. Battery electric vehicles can have increased digital content with all-digital cockpit electronics and require a battery management system and high-voltage power electronics.
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Consumer demand for improved vehicle performance and functionality is driving increased electronic content in vehicles. • Evolving powertrain technologies – Powertrain technologies continue to evolve, with adoption trends varying by region based on regulatory frameworks, infrastructure readiness, and consumer preferences.
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Other powertrains, such as hybrid, plug-in hybrids, and range extenders, have also increased in popularity and can require some of the same products as full electric vehicles. • Government Regulations - Governments continue to focus regulatory efforts on safer and cleaner transportation.
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While battery electric vehicles have gained adoption in certain markets, other powertrain technologies, including hybrid, plug-in hybrid, range-extended electric, and internal combustion engine vehicles with enhanced efficiency, continue to represent a significant portion of global vehicle production.
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The Company's microZone™ display technology offers high contrast and brightness and a wide color gamut that enables automotive displays to cost-effectively achieve life-like imaging capability on par with consumer mobile devices, without sacrificing reliability or life span. The Company also developed the first bendable glass multi-display cockpit in the automotive industry.
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Many of these vehicle architectures incorporate increased electronic content, including digital cockpit electronics and vehicle domain controllers, requiring suppliers to support a broad range of powertrain strategies and regional customer requirements. • Government Regulations - Governments in various regions continue to focus regulatory efforts on domestic production of safer and cleaner transportation, although the pace and scope of such regulations may vary over time and by jurisdiction.
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The SmartCore domain controller seamlessly connects the human machine interaction ("HMI") across an increasing number of display domains, such as surround view and in-cabin sensing of driver drowsiness, attentiveness, and facial recognition. The latest generation of SmartCore utilizes high performance computing technology and integrates processing of multiple camera inputs to deliver a set of advance driver assistance features.
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OEMs in these segments are increasingly adopting digital instrument clusters, connected infotainment systems, advanced displays, and centralized electronic architectures to improve functionality, safety, and user experience while managing cost and complexity.
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The latest generation of SmartCore is offered with a suite of connected services including an over the air ("OTA") update solution and an automotive App Store. 4 Battery Management Systems (“BMS”) The Company offers configurable battery management systems that support both wired and wireless battery sensing and control.
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As these adjacent markets evolve, OEMs are seeking scalable, modular platforms that can be adapted across vehicle classes and regional requirements, often with shorter development cycles and more price-sensitive end markets. This shift is expanding the addressable market for automotive electronics and software solutions while placing greater emphasis on platform reuse, system integration, and cost-efficient product design.
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The Company’s Customers The Company's ultimate customers are global vehicle manufacturers including BMW, Ford, Geely, General Motors, Honda, Jaguar/Land Rover, Mahindra, Mazda, Mercedes-Benz, Mitsubishi, Nissan, Renault, Stellantis, Tata, Toyota, and Volkswagen.
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SmartCore is offered in multiple configurations, including a high-performance computing (“HPC”) variant that provides enhanced processing capability to support advanced graphics, increased software content, and artificial intelligence ("A.I.") workloads within the cockpit.
Removed
In addition, the Company holds rights in a number of other trade names and marks applicable to certain of its businesses and products that it views as important to such businesses and products.
Added
CognitoAI TM The Company offers CognitoAI™, an in-house, automotive-grade A.I. software platform for the vehicle cockpit. CognitoAI™ enables advanced onboard AI capabilities, including natural language interaction and contextual assistance, designed to enhance the user experience while supporting data privacy through on-device processing.
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CognitoAI™ supports multimodal AI by combining large language models with vision and other perception models to interpret multiple inputs, such as voice and visual information, and deliver more context-aware interactions Battery Management Systems (“BMS”) The Company offers configurable battery management systems that support both wired and wireless battery sensing and control.
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Engineering Services The Company provides engineering and software development services that support OEMs throughout the various stages of the vehicle architecture design and development cycle, focusing on concept and requirements definitions, software and system architecture, and design enablement.
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The Company’s services include system architecture design, software development, user interface and human machine interaction design, functional safety, cybersecurity, software and system integration, and validation and testing activities.
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The global competitive environment is also being shaped by the rapid growth of Chinese automotive OEMs, which are introducing vehicles that incorporate advanced digital, software, and electrification technologies with competitive cost structures and shorter development cycles.
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Certain of these OEMs benefit from vertically integrated supply chains, software‑centric development models, and close coordination with domestic technology ecosystems, enabling them to bring new vehicle platforms to market more quickly than many established global manufacturers.
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As they expand beyond the domestic Chinese market—including into Europe, Asia, and other international regions—suppliers are increasingly required to support faster development timelines, meet localized regulatory requirements, and deliver cost‑competitive solutions while maintaining global quality, safety, and cybersecurity standards.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

30 edited+14 added−10 removed72 unchanged
Biggest changeFor example, in February 2025, the U.S. government imposed or threatened to impose new tariffs on imported products from Mexico, Canada and China and reciprocal tariffs globally.
Biggest changeThe USMCA will be renegotiated in 2026 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 10 U.S. government increasingly imposes or threatens to impose new tariffs on imported products from Mexico, Canada, the European Union and China and reciprocal tariffs globally.
Such 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.
Supply 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.
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.
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, 15 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.
The Company must continue to develop, introduce, and achieve market acceptance of new and enhanced products in order to grow its sales in the future 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.
The Company must continue to develop, introduce, and achieve market acceptance of new and enhanced products in order to grow its sales in the future 11 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 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 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.
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.
Operations Related Risk Factors The Company could be negatively impacted by shortages in deliveries from its supply base, other supplier distress, or suppliers demanding price increases 8 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.
Operations Related Risk Factors The Company could be negatively impacted by shortages in deliveries from its supply base, other supplier distress, or suppliers demanding price increases 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.
General Risk Factors A disruption to the Company's infrastructure of information technology systems, or those of our customers, supplies, 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.
General Risk Factors A disruption to the Company's infrastructure of information technology systems, or those of our customers, 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.
Furthermore, the new technologies, including A.I., have also attracted increased competition from 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.
Furthermore, 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.
Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.
Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement ("USMCA"), provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.
The Company is involved from time to time in legal proceedings and commercial or contractual disputes, which could have an adverse effect on the Company 14 The Company is involved in legal proceedings and commercial or contractual disputes that, from time to time, are significant.
The Company is involved from time to time in legal proceedings and commercial or contractual disputes, which could have an adverse effect on the Company The Company is involved in legal proceedings and commercial or contractual disputes that, from time to time, are significant.
International operations are subject to certain risks inherent in doing business abroad, including, but not limited to: • changes to international trade agreements; • local economic conditions, expropriation and nationalization, foreign exchange rate fluctuations, and currency controls; • withholding, border, and other taxes on remittances and other payments by subsidiaries; • investment restrictions or requirements; • export and import restrictions, including increases in border tariffs; • the ability to effectively enforce intellectual property rights; • new or additional governmental sanctions on doing business with or in certain countries or with certain persons; and • increases in working capital requirements related to long supply chains.
International operations are subject to certain risks inherent in doing business abroad, including, but not limited to: • changes to international trade agreements; • local economic conditions, expropriation and nationalization, foreign exchange rate fluctuations, and currency controls; • withholding, border, and other taxes on remittances and other payments by subsidiaries; • investment restrictions or requirements; • export and import restrictions, including restrictions of certain products or materials or increases in border tariffs; • the ability to effectively enforce intellectual property rights; • new or additional governmental sanctions on doing business with or in certain countries or with certain persons; and • increases in working capital requirements related to long supply chains.
If shortages of semiconductors 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.
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.
The Company's systems have in the past 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.
The Company's systems have in prior years 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.
Industry and Competition Related Risk Factors The Company may not realize sales represented by awarded business 10 The Company estimates awarded business 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.
Industry and Competition Related Risk Factors The Company may not realize sales represented by awarded business The Company estimates new 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.
If actual production orders from its customers are not consistent with the projections used by the Company in calculating the amount of its awarded business, the Company could realize substantially less revenue over the life of these projects than the projected estimate.
If actual production orders from its customers are not consistent with the projections used by the Company in calculating the amount of its new business wins, the Company could realize substantially less revenue over the life of these projects than the projected estimate.
If the Company were to have a change of ownership within the meaning of IRC Sections 382 and 383, its NOLs 13 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.
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.
As a result of the semiconductor shortages in recent years, the Company continues to work closely with its suppliers and customers to minimize any potential adverse impacts of the semiconductor supply shortage 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.
As a result of the semiconductor shortages in recent 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 shortages 9 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.
The loss of the services of any key employees, and particularly the Company’s Chief Executive Officer, 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 loss of the services of any key employees, and particularly the Company’s 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.
Failure of the Company’s products or services to effectively protect against these vulnerabilities can damage its reputation and adversely affect its operating results. Further, through our products or services, the Company may gain access to sensitive, confidential, or personal data or information that is subject to privacy and security laws, regulations, and customer-imposed controls.
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, financial condition, and cash flow. Further, through our products or services, the Company may gain access to sensitive, confidential, or personal data or information that is subject to privacy and security laws, regulations, and customer-imposed controls.
Artificial Intelligence (“A.I”) will continue to play an increasing role in the Company’s products generating opportunities but also risk that the Company’s products may be developed more cheaply with A.I. solutions or that competitor’s A.I. offerings may be preferred over the Company’s product offerings.
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.
If the Company is unable to offset customer price reductions in the future through improved operating efficiencies, new manufacturing processes, sourcing alternatives, and other cost-reduction initiatives, the Company’s business, operating results, financial condition, and cash flow could be adversely affected.
If the Company is unable to offset customer price reductions in the future through improved operating efficiencies, new manufacturing processes, sourcing alternatives, and other cost-reduction initiatives, the Company’s business, operating results, financial condition, and cash flow could be adversely affected. The Company is highly dependent on Ford Motor Company and General Motors.
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. Volatility in certain exchange rates could adversely impact Visteon's financial results and comparability of results from period to period.
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. While 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.
(including China) and significant intellectual property assets are licensed to joint ventures and customers in foreign jurisdictions. If a material intellectual property theft or forced transfer were to occur, it could materially and adversely affect the Company’s business, operating results, financial condition, and cash flow.
The Company also derives significant revenue from countries outside the U.S. (including China) and significant intellectual property assets are licensed to joint ventures and customers in foreign jurisdictions. If a material intellectual property theft or forced transfer were to occur, it could materially and adversely affect the Company’s business, operating results, financial condition, and cash flow.
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, could have materially adverse effects on the Company’s business, operating results, financial condition, and cash flow. 12 The Company also derives significant revenue from countries outside the U.S.
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 13 by or against the Company relating to intellectual property rights could have materially adverse effects on the Company’s business, operating results, financial condition, and cash flow.
The Company is highly dependent on Ford Motor Company and decreases in this customer’s vehicle production volumes would adversely affect the Company 11 Ford and General Motors are the Company’s largest customers as a percentage of sales. Accordingly, any change in Ford or General Motors's vehicle production volumes may have a significant impact on the Company’s sales volume and profitability.
Decreases in these customers' 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' vehicle production volumes may have a significant impact on the Company’s sales volume and profitability.
Tax Related Risk Factors The Company’s expected annual effective tax rate could be volatile and could materially change as a result of changes in mix of earnings and other factors, including changes in tax laws and tax audits We are subject to income taxes in the U.S. and various international jurisdictions.
Tax Related Risk Factors The Company’s expected annual effective tax rate could be volatile and could materially change as a result of changes in mix of earnings and other factors, including changes in tax laws and tax audits 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.
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 9 located could result in social, economic, and labor instability. These uncertainties could have a material adverse effect on the continuity of the Company’s business, results of operations, and financial condition.
These or any further political or governmental developments 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.
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.
The 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.
Additionally, if the Company is the cause for a customer being forced to halt production 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.
Additionally, if the Company is the cause for a customer being forced to halt production, the customer may seek to recoup all of its losses and expenses from the Company.
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. Failure to comply with any legislation or regulation could result in substantial fines, criminal sanctions, or operational changes.
Governments at the federal, state, and international levels have adopted, or are considering, laws and regulations addressing greenhouse gas emissions, climate‑related disclosures, energy use, and supply‑chain transparency. Failure to comply with any legislation or regulation could result in substantial fines, criminal sanctions, or operational changes.
Removed
Furthermore, unfavorable economic or industry conditions could result in financial distress within the Company's supply base, thereby increasing the risk of supply disruption.
Added
Shortages of critical components, including semiconductors and DRAM, also result in increased prices and price volatility for such components and while the Company seeks to recover these increased costs from its customers failure to secure full reimbursement could negatively impact the Company’s financial performance.
Removed
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.
Added
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.
Removed
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, the Company can provide no assurance that any strategies it implements to mitigate the impact of such tariffs or other trade actions will be successful.
Added
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 12 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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
Climate change, climate change regulations, and greenhouse gas effects could adversely impact the Company’s operations and markets Increased attention to climate change and its association with greenhouse gas emissions, expectations for companies to establish short and long-term 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.
Added
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 14 from an incremental cash‑tax‑savings approach to the tax‑law‑ordering approach.
Added
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.
Added
As jurisdictions adopt and interpret these rules, our effective tax rate, tax liabilities, and cash tax obligations could be adversely affected.
Added
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.
Added
Climate change, climate change regulations, and greenhouse gas effects could adversely impact the Company’s operations and markets Climate‑related regulation, disclosure requirements, and stakeholder expectations in the United States and globally continue to evolve and may increase the Company’s costs, compliance obligations, and operational risks .

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeVisteon engages a managed security service provider to augment its cyber and information security team and to provide additional monitoring capabilities. Visteon’s cyber and information security team reviews enterprise risk management-level cybersecurity risks regularly, and key cybersecurity risks are incorporated into the annual corporate-wide Enterprise Risk Management assessment.
Biggest changeVisteon’s cyber and information security team reviews enterprise risk management-level cybersecurity risks regularly, and key cybersecurity risks are incorporated into the annual corporate-wide Enterprise Risk Management assessment. We maintain company-wide policies and procedures addressing cybersecurity matters, including encryption standards, endpoint protection, security monitoring, remote access, access control, and the use of confidential information.
Item 1C. Cybersecurity Governance Responsibility for assessing cybersecurity risk includes, but is not limited to, input from our Board of Directors, including the Audit Committee of the Board (the “Audit Committee”), senior management and the Crisis Management Team (a taskforce comprised of representatives from primary corporate and operational functions).
Item 1C. Cybersecurity Governance Responsibility for assessing and managing cybersecurity risk includes, but is not limited to, input from our Board of Directors, including the Audit Committee of the Board (the “Audit Committee”), senior management and the Crisis Management Team -a cross functional task force comprised of representatives from key corporate and operational functions.
Despite the extensive approach Visteon takes to cybersecurity, the Company may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on the Company or its stakeholders. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.
Despite our extensive approach, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on the Company or its stakeholders. See Item 1A, “Risk Factors,” for additional discussion of cybersecurity risks.
Our cyber and information security team conducts regular reviews of third-party hosted applications with a specific focus on any sensitive data shared with third parties. Internal audit works with internal business owners of the hosted applications to document user access reviews annually and receive from the vendor a System and Organization Controls (“SOC”) report.
Our cyber and information security team conducts regular reviews of third-party hosted applications with a specific focus on any sensitive data shared with third parties. Internal audit collaborates with business owners to review user access and obtain System and Organization Controls (“SOC”) reports from vendors hosting sensitive data.
The company regularly tests defenses by performing simulations and drills at both a technical level (including through red team/blue team exercises) and by reviewing its operational policies and procedures with third-party experts. At the management level, our cyber and information security team regularly monitors alerts and meets to discuss threat levels, trends and remediation.
Our defenses are regularly tested through technical simulations, including red team/blue team exercises, and operational policy reviews with third-party experts. At the management level, our cyber and information security team regularly monitors alerts and meets to discuss threat levels, trends and remediation.
The Company’s Chief Information Officer is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Audit Committee and to the full Board. Our Chief Information Officer has over two decades of experience leading cybersecurity oversight.
The Chief Information Officer (“CIO”) is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the 16 Audit Committee and the full Board.
The Company has also obtained Trusted Information Security Assessment Exchange (TISAX) certification labels at multiple global locations. The Company periodically performs simulations and tabletop exercises at a management level and incorporates external resources and advisors as needed. All employees are required to periodically complete cybersecurity training and have access to more frequent cybersecurity training through online modules.
Visteon has obtained Trusted Information Security Assessment Exchange (“TISAX”) certification labels at multiple global locations. We periodically perform simulations and tabletop exercises at the management level and incorporate external advisors as needed. All employees complete mandatory cybersecurity training and have access to additional modules throughout the year.
Visteon’s internal cyber and information security team oversees and works collaboratively with various information security service providers using the National Institute of Standards and Technology ("NIST") framework to regularly assess the threat landscape and support a layered cybersecurity strategy based on prevention, detection and mitigation.
These groups devote significant resources to cybersecurity and the risk management processes to adapt to the evolving threat landscape. V isteon’s internal cyber and information security team oversees and collaborates with external service providers using the National Institute of Standards and Technology (“NIST”) framework to support a layered cybersecurity strategy focused on prevention, detection, mitigation, and remediation of cybersecurity matters.
Although such risks have not, to date, materially affected the Company or the results of operations or financial condition, the Company has from time-to-time experienced threats to and breaches of its data and systems, including malware attacks.
Product-level cybersecurity management is led by a dedicated team within engineering, which reports at least twice per year to the Technology Committee of the Board. The Company has from time-to-time experienced threats to and breaches of its data and systems, including malware attacks. However to date, cybersecurity risks have not materially affected our business strategy, operations, or financial condition.
The Company has certain products it manufactures that are more susceptible to cybersecurity threats and for those products the Company has additional specific cybersecurity risk assessments and management processes in place that aligns our internal policies, standards and development practices with customer requirements and industry standards, including the International Organization for Standardization ("ISO") 21434 control framework specific to road vehicle cybersecurity engineering.
Where SOC reports are unavailable, we take additional steps to assess vendor cybersecurity preparedness. For certain products more susceptible to cybersecurity threats, we apply additional risk assessments and management processes aligned with customer requirements and industry standards, including ISO 21434 for road vehicle cybersecurity engineering.
Removed
These groups devote significant resources to cybersecurity and the risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner.
Added
The CIO has over 20 years of experience in cybersecurity oversight, and our internal team includes professionals with industry-recognized certifications such as Certified Information Systems Security Professional ("CISSP") and Certified in Risk and Information Systems Control ("CRISC").
Removed
Visteon’s internal cyber and information security team has multiple years of experience and/or are security certified (e.g., CISSP, CRISC). Risk Management, Strategy and Testing The Audit Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks.
Added
The Audit Committee receives quarterly updates on material risks from cybersecurity threats, cybersecurity status, including threat detection, incident response readiness, and strategic roadmap progress. At least twice per year, the full Board reviews key performance indicators, test results, remediation actions, and emerging threats. Management regularly reports cybersecurity risk information to the Board and its committees.
Removed
The Audit Committee is updated quarterly on the Company’s cybersecurity status including discussion of management’s actions to identify and detect threats, as well as planned actions in the event of a response or recovery situation. The Audit Committee’s review also includes review of recent enhancements to the Company’s defenses and management’s progress on its cybersecurity strategic roadmap.
Added
Risk Management, Strategy and Testing Our cybersecurity risk management program is integrated into Visteon’s Enterprise Risk Management framework and incorporates external expertise through third-party providers for threat intelligence, monitoring, forensics, and advisory services. Visteon engages a managed security service provider to augment its cyber and information security team and to provide additional monitoring capabilities.
Removed
In addition, at least two times per year, the full Board reviews key performance indicators, test results and related remediation, and recent threats and how the Company is managing those threats. 15 The Company’s cybersecurity risk management program incorporates external guidance and expertise through the use of third-party service providers to assist in the identification, assessment and management of risks specific to cybersecurity threats, including vendors providing threat intelligence, risk mitigation, dark web monitoring, external scanning and scoring, threat and reputation monitoring, forensics, cyber-insurance, advisory services and legal counsel.
Removed
In addition, we have a set of Company-wide policies and procedures concerning cybersecurity matters, which include an Information Security manual as well as other policies that directly or indirectly relate to cybersecurity, such as policies related to encryption standards, antivirus protection, remote access, access control, confidential information and the use of the internet, social media, email and wireless devices.
Removed
If a third-party vendor is not able to provide a SOC report, the Company takes additional steps to assess their cybersecurity preparedness and assess our relationship on that basis.
Removed
Visteon’s product level cybersecurity management is led by a separate team within the engineering department with the leader of that team reporting at least twice per year to the Technology Committee of the Board on the risks and processes related to product level cybersecurity threats. Visteon faces a number of cybersecurity risks in connection with its business.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed1 unchanged
Biggest changeAt December 31, 2024, the Company and its consolidated subsidiaries owned or leased: • 32 corporate offices, technical and engineering centers and customer service centers in 15 countries around the world, all of which were leased. • 13 manufacturing and/or assembly facilities in Brazil, China, India, Japan, Mexico, Portugal, Slovakia, Tunisia, and Thailand, of which 10 were leased and 3 were owned.
Biggest changeAt December 31, 2025, the Company and its consolidated subsidiaries owned or leased: • 35 corporate offices, technical and engineering centers and customer service centers in 17 countries around the world, all of which were leased. • 13 manufacturing and/or assembly facilities in Brazil, China, India, Japan, Mexico, Portugal, Slovakia, Tunisia, and Thailand, of which 10 were leased and 3 were owned.
In addition, the Company's non-consolidated affiliates operate 6 manufacturing and/or assembly locations, primarily in the Asia Pacific region. The Company considers its facilities to be adequate for its current uses. 16
In addition, the Company's non-consolidated affiliates operate 6 manufacturing and/or assembly locations, primarily in the Asia Pacific region. The Company considers its facilities to be adequate for its current uses. 17

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+1 added−0 removed1 unchanged
Biggest changeAdditionally, the ability of the Company’s subsidiaries to transfer dividends is subject to various restrictions, including regulatory requirements and governmental restraints. No sales of the Company’s common stock were made by or on behalf of the Company or an affiliated purchaser during the fourth quarter of 2024.
Biggest changeNo sales of the Company’s common stock were made by or on behalf of the Company or an affiliated purchaser during the fourth quarter of 2025. On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026.
Auto Parts Index. The graph below assumes that $100 was invested on December 31, 2019 in each of the Company's common stock, the stocks comprising the S&P 500 Index and the stocks comprising the Dow Jones U.S. Auto Parts Index, and that all dividends have been reinvested.
Auto Parts Index. The graph below assumes that $100 was invested on December 31, 2020 in each of the Company's common stock, the stocks comprising the S&P 500 Index and the stocks comprising the Dow Jones U.S. Auto Parts Index, and that all dividends have been reinvested.
The following information in Item 5 is not deemed to be “soliciting material” or be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (“Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing. 20 Performance Graph The following graph compares the cumulative total stockholder return from December 31, 2019 through December 31, 2024, for Visteon's existing common stock, the S&P 500 Index and the Dow Jones U.S.
The following information in Item 5 is not deemed to be “soliciting material” or be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (“Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing. 21 Performance Graph The following graph compares the cumulative total stockholder return from December 31, 2020 through December 31, 2025, for Visteon's existing common stock, the S&P 500 Index and the Dow Jones U.S.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company's common stock, $0.01 par value per share, trades on the Nasdaq Global Select Market under the symbol "VC". As of February 7, 2025, the Company had 2,550 s hareholders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company's common stock, $0.01 par value per share, trades on the Nasdaq Global Select Market under the symbol "VC". As of February 6, 2026, the Company had 2,351 s hareholders of record.
As of December 31, 2024, the Company has $131 million of authorized purchases of common stock remaining. The following table summarizes information relating to purchases made by or on behalf of the Company, or an affiliated purchaser, of shares of the Company’s common stock during the fourth quarter of 2024.
The following table summarizes information relating to purchases made by or on behalf of the Company, or an affiliated purchaser, of shares of the Company’s common stock during the fourth quarter of 2025.
Period Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) Total Number of Shares (or units) Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) October 1 to October 31, 2024 — $ — — $ 174 November 1 to November 31, 2024 21,604 $ 92.74 21,604 $ 172 December 1 to December 31, 2024 455,601 $ 91.00 455,601 $ 131 Total 477,205 $ 91.08 477,205 $ 131 (1) The Company does not include shares surrendered to pay taxes incurred upon exercises of stock options for purposes of this Item 5 of Part II of this Annual Report on Form 10-K.
Period Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) Total Number of Shares (or units) Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) October 1 to October 31, 2025 174,950 $ 106.63 174,950 $ 105 November 1 to November 31, 2025 184,842 $ 103.68 184,842 $ 86 December 1 to December 31, 2025 121,871 $ 99.95 121,871 $ 74 Total 481,663 $ 103.81 481,663 $ 74 (1) The Company does not include shares surrendered to pay taxes incurred upon exercises of stock options for purposes of this Item 5 of Part II of this Annual Report on Form 10-K.
On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026. Under this program, the Company will repurchase shares at the prevailing market prices pursuant to specified share price and daily volume limits.
Under this program, the Company will repurchase shares at the prevailing market prices pursuant to specified share price and daily volume limits. As of December 31, 2025, the Company has $74 million of authorized purchases of common stock remaining.
Auto Parts Index $100.00 $116.02 $139.01 $101.74 $99.55 $75.85 S&P 500 $100.00 $116.26 $147.52 $118.84 $147.64 $182.05 The above comparisons are required by the SEC and are not intended to forecast or be indicative of possible future performance of the Company's common stock or the referenced indices. Item 6. [Reserved] 21
Auto Parts Index $100.00 $119.82 $86.99 $85.80 $65.37 $74.11 S&P 500 $100.00 $126.89 $102.22 $126.99 $156.59 $182.25 The above comparisons are required by the SEC and are not intended to forecast or be indicative of possible future performance of the Company's common stock or the referenced indices. Item 6. [Reserved] 22
No dividends were paid by the Company on its common stock during the years ended December 31, 2024 and 2023. The Company’s Board evaluates the Company’s dividend policy based on all relevant factors. The Company’s credit agreements limit the amount of cash payments for dividends that may be made.
The Company’s Board evaluates the Company’s dividend policy based on all relevant factors. The Company’s credit agreements limit the amount of cash payments for dividends that may be made. Additionally, the ability of the Company’s subsidiaries to transfer dividends is subject to various restrictions, including regulatory requirements and governmental restraints.
December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 Visteon Corporation $100.00 $144.96 $128.35 $151.09 $144.24 $102.46 Dow Jones U.S.
December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 Visteon Corporation $100.00 $88.54 $104.24 $99.50 $70.69 $77.04 Dow Jones U.S.
Added
During 2025, the Board declared two quarterly cash dividends, each of $0.275 per share, paid on September 5 and December 5 to shareholders of record as of August 18 and November 18, respectively. Cash dividends totaled $15 million for the year ended December 31, 2025. No dividends were paid in 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

70 edited+60 added−28 removed17 unchanged
Biggest changeWins 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. * Adjusted EBITDA is a Non-GAAP financial measure, as defined below. 23 Results of Operations Year ended December 31, 2024 Compared to Year ended December 31, 2023 The Company's consolidated results of operations for the years ended December 31, 2024 and 2023 were as follows: Year Ended December 31, (In millions) 2024 2023 Change Net sales $ 3,866 $ 3,954 $ (88) Cost of sales (3,335) (3,467) 132 Gross margin 531 487 44 Selling, general and administrative expenses (207) (207) — Restructuring and impairment (32) (5) (27) Interest income (expense), net 2 (7) 9 Equity in net (loss) income of non-consolidated affiliates (3) (10) 7 Other income (expense), net 7 (1) 8 Income (loss) before income taxes 298 257 41 Benefit from (provision for) income taxes (14) 248 (262) Net income (loss) 284 505 (221) Less: Net (income) loss attributable to non-controlling interests (10) (19) 9 Net income (loss) attributable to Visteon Corporation $ 274 $ 486 $ (212) Adjusted EBITDA $ 474 $ 434 $ 40 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.
Biggest changeThe Company's consolidated results of operations for the years ended December 31, 2024 and 2023 were as follows. 29 Year Ended December 31, (In millions) 2024 2023 Change Net sales $ 3,866 $ 3,954 $ (88) Cost of sales (3,335) (3,467) 132 Gross margin 531 487 44 Selling, general and administrative expenses (207) (207) — Restructuring, net (32) (5) (27) Interest income (expense), net 2 (7) 9 Equity in net (loss) income of non-consolidated affiliates (3) (10) 7 Other income (expense), net 7 (1) 8 Income (loss) before income taxes 298 257 41 Benefit from (provision for) income taxes 2 8 330 (322) Net income (loss) 2 306 587 (281) Less: Net (income) loss attributable to non-controlling interests (10) (19) 9 Net income (loss) attributable to Visteon Corporation 2 $ 296 $ 568 $ (272) Adjusted EBITDA 1 $ 474 $ 434 $ 40 1 Adjusted EBITDA is a Non-GAAP financial measure, as defined above. 2 Amounts shown reflect the change in accounting principle related to the method for assessing the realizability of U.S. deferred tax assets described in Note 1, "Summary of Significant Accounting Policies" within Part II, Item 8, “Financial Statements and Supplementary Data.” Income Taxes The Company's benefit from income taxes was $8 million for year ended December 31, 2024, reflecting a $322 million increase compared to the $330 million benefit from income taxes in 2023.
Adjusted EBITDA 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.
Adjusted EBITDA 1 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.
The Company has laid out the following strategic priorities: • 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.
The Company has laid out the following strategic priorities: • 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, and voice enabled.
Adjusted EBITDA 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 EBITDA 1 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 EBITDA 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.
Adjusted EBITDA 1 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.
Business Combinations We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and any noncontrolling interest based on their fair values at the acquisition date. When determining the fair values, we make significant estimates and assumptions, especially concerning intangible assets.
Business Combinations 33 We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and any noncontrolling interest based on their fair values at the acquisition date. When determining the fair values, we make significant estimates and assumptions, especially concerning intangible assets.
Visteon's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry. • Long-Term Growth - The Company has continued to win business at a rate that exceeds current sales levels by demonstrating product quality, technical and development capability, new product innovation, reliability, timeliness, product design, manufacturing capability, and flexibility, as well as overall customer service. • 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's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry. • Long-Term Growth - The Company has continued to win business at a rate that exceeds current sales levels by demonstrating product quality, technical and development capability, new product innovation, reliability, timeliness, product design, manufacturing capability, and flexibility, as well as overall customer service. • 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 uses Adjusted EBITDA 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 EBITDA to measure compliance with certain covenants.
The Company uses Adjusted EBITDA 1 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 EBITDA 1 to measure compliance with certain covenants.
You should understand that various factors, in addition to those discussed elsewhere in this document, could affect the Company’s future results and could cause results to differ materially from those expressed in such forward-looking statements, including: • Uncertainties in U.S. policy regarding trade agreements, tariffs or other internation trade policies and any response to such actions by foreign countries. • Significant or prolonged shortage of critical components from Visteon’s suppliers including, but not limited to semiconductors and those components from suppliers who are sole or primary sources. • Failure of the Company’s joint venture partners to comply with contractual obligations or to exert undue influence in China. • Significant changes in the competitive environment in the major markets where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold. • Visteon’s ability to satisfy its future capital and liquidity requirements; Visteon’s ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to Visteon; Visteon’s ability to comply with covenants applicable to it; and the continuation of acceptable customer and supplier payment terms. • Visteon's ability to avoid or continue to operate during a strike, or partial work stoppage or slow down at any of Visteon's principal customers • Visteon’s ability to access funds generated by its foreign subsidiaries and joint ventures on a timely and cost-effective basis. • Changes in the operations (including products, product planning, and part sourcing), financial condition, results of operations, or market share of Visteon’s customers. • Changes in vehicle production volume of Visteon’s customers in the markets where it operates. • Increases in commodity costs and the Company's ability to offset or recover these costs or disruptions in the supply of commodities, including resins, copper, fuel, and natural gas. • Visteon’s ability to generate cost savings to offset or exceed agreed-upon price reductions or price reductions to win additional business and, in general, improve its operating performance; to achieve the benefits of its restructuring actions; and to recover engineering and tooling costs and capital investments. 32 • Visteon’s ability to compete favorably with automotive parts suppliers with lower cost structures and greater ability to rationalize operations; and to exit non-performing businesses on satisfactory terms, particularly due to limited flexibility under existing labor agreements. • Restrictions in labor contracts with unions that restrict Visteon’s ability to close plants, divest unprofitable, noncompetitive businesses, change local work rules and practices at a number of facilities, and implement cost-saving measures. • The costs and timing of facility closures or dispositions, business or product realignments, or similar restructuring actions, including potential asset impairment or other charges related to the implementation of these actions or other adverse industry conditions and contingent liabilities. • Legal and administrative proceedings, investigations, and claims, including shareholder class actions, inquiries by regulatory agencies, product liability, warranty, employee-related, environmental and safety claims, and any recalls of products manufactured or sold by Visteon. • Changes in economic conditions, currency exchange rates, interest rates, changes in foreign laws, regulations or trade policies, or political stability in foreign countries where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold. • Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages, or other interruptions to or difficulties in the employment of labor in the major markets where Visteon purchases materials, components, or supplies to manufacture its products or where its products are manufactured, distributed, or sold. • Visteon’s ability to satisfy its pension and other postretirement employee benefit obligations, and to retire outstanding debt and satisfy other contractual commitments, all at the levels and times planned by management. • Changes in laws, tariffs, regulations, policies or other activities of governments, agencies and similar organizations, domestic and foreign, that may tax or otherwise increase the cost of, prohibit, or otherwise affect, the manufacture, licensing, distribution, sale, ownership, or use of Visteon’s products or assets. • Possible terrorist attacks or acts of war, which could exacerbate other risks such as slowed vehicle production, interruptions in the transportation system, changes in fuel prices, and disruptions of supply. • The cyclical and seasonal nature of the automotive industry. • Visteon’s ability to comply with environmental, safety, and other regulations applicable to it and any increase in the requirements, responsibilities, and associated expenses and expenditures of these regulations. • Disruptions in information technology systems including, but not limited to, system failure, cyber-attack, malicious computer software (malware including ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters. • Visteon’s ability to protect its intellectual property rights and to respond to changes in technology and technological risks and to claims by others that Visteon infringes their intellectual property rights. • Visteon’s ability to quickly and adequately remediate control deficiencies in its internal control over financial reporting. • Other factors, risks and uncertainties detailed from time to time in Visteon’s Securities and Exchange Commission filings. 33
You should understand that various factors, in addition to those discussed elsewhere in this document, could affect the Company’s future results and could cause results to differ materially from those expressed in such forward-looking statements, including: • Uncertainties in U.S. or foreign policy regarding trade agreements, tariffs or other internation trade policies and any response to such actions by foreign countries. • Significant or prolonged shortage of critical components from Visteon’s suppliers including, but not limited to semiconductors (including DRAM) and those components from suppliers who are sole or primary sources. • Failure of the Company’s joint venture partners to comply with contractual obligations or to exert undue influence in China. • Significant changes in the competitive environment in the major markets where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold. • Visteon’s ability to satisfy its future capital and liquidity requirements; Visteon’s ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to Visteon; Visteon’s ability to comply with covenants applicable to it; and the continuation of acceptable customer and supplier payment terms. • Visteon's ability to avoid or continue to operate during a strike, or partial work stoppage or slow down at any of Visteon's principal customers • Visteon’s ability to access funds generated by its foreign subsidiaries and joint ventures on a timely and cost-effective basis. • Changes in the operations (including products, product planning, and part sourcing), financial condition, results of operations, or market share of Visteon’s customers. • Changes in vehicle production volume of Visteon’s customers in the markets where it operates. • Visteon’s ability to grow its business with Chinese domestics OEMs and to compete with Chinese domestic suppliers as they expand their market-share outside of China. • Increases in commodity costs and the Company's ability to offset or recover these costs or disruptions in the supply of commodities, including resins, copper, fuel, and natural gas. • Visteon’s ability to generate cost savings to offset or exceed agreed-upon price reductions or price reductions to win additional business and, in general, improve its operating performance; to achieve the benefits of its restructuring actions; and to recover engineering and tooling costs and capital investments. • Visteon’s ability to compete favorably with automotive parts suppliers with lower cost structures and greater ability to rationalize operations; and to exit non-performing businesses on satisfactory terms, particularly due to limited flexibility under existing labor agreements. • Restrictions in labor contracts with unions that restrict Visteon’s ability to close plants, divest unprofitable, noncompetitive businesses, change local work rules and practices at a number of facilities, and implement cost-saving measures. • The costs and timing of facility closures or dispositions, business or product realignments, or similar restructuring actions, including potential asset impairment or other charges related to the implementation of these actions or other adverse industry conditions and contingent liabilities. 37 • Legal and administrative proceedings, investigations, and claims, including shareholder class actions, inquiries by regulatory agencies, product liability, warranty, employee-related, environmental and safety claims, and any recalls of products manufactured or sold by Visteon. • Changes in economic conditions, currency exchange rates, interest rates, changes in foreign laws, regulations or trade policies, including export controls of certain parts or materials or political stability in foreign countries where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold. • Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages, or other interruptions to or difficulties in the employment of labor in the major markets where Visteon purchases materials, components, or supplies to manufacture its products or where its products are manufactured, distributed, or sold. • Visteon’s ability to satisfy its pension and other postretirement employee benefit obligations, and to retire outstanding debt and satisfy other contractual commitments, all at the levels and times planned by management. • Changes in laws, tariffs, regulations, policies or other activities of governments, agencies and similar organizations, domestic and foreign, that may tax or otherwise increase the cost of, prohibit, or otherwise affect, the manufacture, licensing, distribution, sale, ownership, or use of Visteon’s or its suppliers' products or assets. • Possible terrorist attacks or acts of war, which could exacerbate other risks such as slowed vehicle production, interruptions in the transportation system, changes in fuel prices, and disruptions of supply. • The cyclical and seasonal nature of the automotive industry. • Visteon’s ability to comply with environmental, safety, and other regulations applicable to it and any increase in the requirements, responsibilities, and associated expenses and expenditures of these regulations. • Disruptions in information technology systems including, but not limited to, system failure, cyber-attack, malicious computer software (malware including ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters. • Visteon’s ability to protect its intellectual property rights and to respond to changes in technology and technological risks and to claims by others that Visteon infringes their intellectual property rights. • Visteon’s ability to quickly and adequately remediate control deficiencies in its internal control over financial reporting. • Other factors, risks and uncertainties detailed from time to time in Visteon’s Securities and Exchange Commission filings. 38
Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.
Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA 1 may not be comparable to other similarly titled measures of other companies.
See Note 11, "Debt" in the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K 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 and intercompany load agreements.
See Note 11, "Debt" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K 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 and intercompany load agreements.
Critical Accounting Estimates The Company’s significant accounting policies have been disclosed in the consolidated financial statements and accompanying notes under Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Critical Accounting Estimates The Company’s significant accounting policies have been disclosed in the consolidated financial statements and accompanying notes under Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The primary assumptions affecting the Company’s accounting for employee benefits, as of December 31, 2024, are as follows: Expected long-term rate of return on plan assets The expected long-term rate of return is used to calculate net periodic pension cost.
The primary assumptions affecting the Company’s accounting for employee benefits, as of December 31, 2025, are as follows: Expected long-term rate of return on plan assets The expected long-term rate of return is used to calculate net periodic pension cost.
Assumptions, including the discount rate, expected long-term rate of return on plan assets, and rate of increase in compensation, are described in Note 12, “Employee Benefit Plans” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, which are incorporated herein by reference. 29 Actual results that differ from assumptions used are accumulated and amortized over future periods and, accordingly, generally affect recognized expense in future periods.
Assumptions, including the discount rate, expected long-term rate of return on plan assets, and rate of increase in compensation, are described in Note 12, “Employee Benefit Plans” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, which are incorporated herein by reference. 34 Actual results that differ from assumptions used are accumulated and amortized over future periods and, accordingly, generally affect recognized expense in future periods.
The following table illustrates the sensitivity to a change in certain assumptions for Company sponsored U.S. and non-U.S. pension plans on its 2024 funded status and 2025 pretax pension expense. Impact on U.S. 2025 Pretax Pension Expense Impact on U.S. Plan 2024 Funded Status Impact on Non-U.S. 2025 Pretax Pension Expense Impact on Non-U.S.
The following table illustrates the sensitivity to a change in certain assumptions for Company sponsored U.S. and non-U.S. pension plans on its 2025 funded status and 2026 pretax pension expense. Impact on U.S. 2026 Pretax Pension Expense Impact on U.S. Plan 2025 Funded Status Impact on Non-U.S. 2026 Pretax Pension Expense Impact on Non-U.S.
See Note 1, "Summary of Significant Accounting Policies” in the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.
See Note 1, "Summary of Significant Accounting Policies” in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
The Company is primarily focused on allocating capital to high-returning organic initiatives that increase internal capabilities, pursuing attractive inorganic 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 million of Company common stock under this program.
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 March 2023, the Company announced a $300 million share repurchase program maturing at the end of 2026. The Company has repurchased $226 million of Company common stock under this program.
Taxes The Company may be required to make significant cash outlays related to its unrecognized tax benefits, including interest and penalties. As of December 31, 2024, the Company had unrecognized tax benefits, including interest and penalties, that would be expected to result in a cash outlay of $15 million.
Taxes The Company may be required to make significant cash outlays related to its unrecognized tax benefits, including interest and penalties. As of December 31, 2025, the Company had unrecognized tax benefits, including interest and penalties, that would be expected to result in a cash outlay of $23 million.
Leases The Company has operating leases primarily for corporate offices, technical and engineering centers, vehicles, and certain equipment with future lease obligations ranging from 2025 to 2035. Additional discussion regarding the Company's leasing activities is provided in Note 9, "Leases" in the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Leases The Company has operating leases primarily for corporate offices, technical and engineering centers, vehicles, and certain equipment with future lease obligations ranging from 2026 to 2037. Additional discussion regarding the Company's leasing activities is provided in Note 9, "Leases" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Plan 2024 Funded Status 25 basis point decrease in discount rate (a)(b) Less than -$1 million -$13 million Less than -$1 million -$6 million 25 basis point increase in discount rate (a)(b) Less than +$1 million +$13 million Less than +$1 million +$5 million 25 basis point decrease in expected return on assets (a) Less than +$1 million Less than +$1 million 25 basis point increase in expected return on assets (a) Less than -$1 million Less than -$1 million (a) Assumes all other assumptions are held constant.
Plan 2025 Funded Status 25 basis point decrease in discount rate (a)(b) Less than -$1 million -$11 million Less than -$1 million -$5 million 25 basis point increase in discount rate (a)(b) Less than +$1 million +$11 million Less than +$1 million +$5 million 25 basis point decrease in expected return on assets (a) Less than +$1 million Less than +$1 million 25 basis point increase in expected return on assets (a) Less than -$1 million Less than -$1 million (a) Assumes all other assumptions are held constant.
Words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “seek”, “estimate” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements.
Forward-looking statements give current expectations or forecasts of future events. Words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “seek”, “estimate” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements.
The Company accrues for product recall claims related to potential financial participation in customer actions to provide remedies as a result of actual or threatened regulatory or court actions or the Company’s determination of the potential for such actions.
The Company accrues for product recall claims related to potential financial participation in customer actions to provide remedies associated with actual or threatened regulatory or court actions or the Company’s determination of the potential for such actions.
Plans 2024 2023 2024 2023 Weighted Average Discount Rates 5.09% 5.40% 5.06% 5.33% Discount Rates 5.09% 5.40% 1.75 - 10.65% 1.20% - 11.50% While the Company believes that these assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect the Company’s pension benefit obligations and its future expense.
Plans 2025 2024 2025 2024 Weighted Average Discount Rates 5.37% 5.09% 5.69% 5.06% Discount Rates 5.37% 5.09% 1.60-11.60% 1.75 - 10.65% While the Company believes that these assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect the Company’s pension benefit obligations and its future expense.
Investing Activities Net cash used by investing activities was $189 million and $123 million during the years ended December 31, 2024 and 2023, respectively.
Investing Activities Net cash used by investing activities was $181 million and $189 million during the years ended December 31, 2025 and 2024, respectively.
Cash balances totaling $489 million were located in jurisdictions outside of the United States, of which approximately $65 million is considered permanently reinvested for funding ongoing operations outside of the U.S.
Cash balances totaling $573 million were located in jurisdictions outside of the U.S., of which approximately $235 million is considered permanently reinvested for funding ongoing operations outside of the U.S.
Some of these price adjustments are non-routine in nature and require estimation. In the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order, the Company records consideration at the most likely amount to which the Company expects to be entitled based on historical experience and input from customer negotiations.
In the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order, the Company records consideration at the most likely amount to which the Company expects to be entitled based on historical experience and input from customer negotiations.
Fair Value Measurements See Note 17, "Fair Value Measurements" to the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.
Fair Value Measurements See Note 17, "Fair Value Measurements" to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information. Change in Accounting Principle Assessing Realizability of U.S.
Plans 2024 2023 2024 2023 Expected Rate of Return 7.23% 6.87% 2.00% - 9.60% 2.00% - 9.45% Long-Term Rates of Return 7.06% 7.23% 2.00% - 10.60% 2.00% - 9.60% Actual Rates of Return 3.79% 3.22% (3.33)% 4.78% The Company has set the long-term rates of return assumptions for its 2025 pension expense which range from 2.00% to 10.60% outside the U.S. and 7.06% in the U.S.
Plans 2025 2024 2025 2024 Expected Rate of Return 7.06% 7.23% 2.00% - 10.60% 2.00% - 9.60% Long-Term Rates of Return 7.97% 7.06% 2.00% - 11.35% 2.00% - 10.60% Actual Rates of Return 12.81% 3.79% 5.36% (3.33)% The Company has set the long-term rates of return assumptions for its 2026 pension expense which range from 2.00% to 10.60% outside the U.S. and 7.06% in the U.S.
See Note 19, "Commitments and Contingencies" in the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information. Restructuring The Company accrues costs in connection with its restructuring of the engineering, administration, and manufacturing organizations. These accruals include estimates primarily related to employee headcount, local statutory benefits, and other employee termination costs.
See Note 19, "Commitments and Contingencies" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information. Restructuring The Company accrues costs in connection with its restructuring of the engineering, administration, and manufacturing organizations.
The $66 million increase in cash used by investing activities compared to the prior year is primarily due to increased capital expenditures of $12 million and the acquisition of businesses, net of cash acquired, of $55 million.
The $8 million decrease in cash used by investing activities compared to the prior year is primarily due to decreased capital expenditures of $4 million and the decrease in acquisition of businesses, net of cash acquired, of $5 million.
Equity in Net Income of Non-Consolidated Affiliates 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.
Equity in Net Income of Non-Consolidated Affiliates 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.
Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.
Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. The fair value of contingent consideration arrangements is remeasured annually until settlement, with changes in fair value recognized as Other income (loss).
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. 25 Adjusted EBITDA The Company defines Adjusted EBITDA 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 EBITDA 1 The Company defines Adjusted EBITDA 1 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.
During the year ended December 31, 2024, Visteon spent a net cash outlay of $55 million on inorganic growth, to acquire an advanced design and R&D services firm and a software firm. 22 Financial Results The pie charts below highlight the sales breakdown for Visteon for the year ended December 31, 2024. *Regional sales are based on the geographic region where sale originates and not where customer is located (excludes inter-regional eliminations).
During the year ended December 31, 2025, Visteon paid a net cash outlay of $50 million on inorganic growth to acquire a user experience electronics engineering consulting and consumer research company. 23 Financial Results The pie charts below highlight the sales breakdown for Visteon for the year ended December 31, 2025. *Regional sales are based on the geographic region where sale originates and not where customer is located (excludes inter-regional eliminations).
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.
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.
Liquidity Overview The Company's primary sources of liquidity are cash flows from operations, existing cash balances, and borrowings under available credit facilities. The Company's intra-year needs are normally impacted by seasonal effects in the industry, such as mid-year shutdowns, the ramp-up of new model production, and year-end shutdowns at key customers.
The Company's intra-year needs are normally impacted by seasonal effects in the industry, such as mid-year shutdowns, the ramp-up of new model production, and year-end shutdowns at key customers. A substantial portion of the Company's cash flows from operations are generated by operations located outside of the U.S.
The automotive mobility market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digital and towards device and cloud connected, electric vehicles, and vehicles with more advanced safety features.
The automotive mobility 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 features.
See Note 13, "Income Taxes" in the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information. Recent Accounting Pronouncements See Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements under Item 8 of this Annual Report on Form 10-K for a discussion of recent accounting pronouncements.
See Note 14, "Income Taxes" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
Affiliate working capital lines had availability of $150 million and the Company had $400 million of available credit under the revolving credit facility as of December 31, 2024. Cash Balances As of December 31, 2024, the Company had total cash and equivalents of $626 million, including $3 million of restricted cash.
Affiliate working capital lines had availability of $150 million and the Company had $400 million of available credit under the revolving credit facility as of December 31, 2025. 31 Cash Balances As of December 31, 2025, the Company had total cash and equivalents of $773 million, including $2 million of restricted cash and $104 million of cash attributable to the Company's joint venture partners should the Company elect to issue cash dividends.
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.
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.
Financing Activities Net cash used by financing activities was $100 million and $156 million for during the years ended December 31, 2024 and 2023, respectively. This $56 million decrease compared to the prior year is primarily attributable to lower repurchases of common stock of $43 million and decreased dividends paid to non-controlling interest of $17 million.
Financing Activities Net cash used by financing activities was $116 million and $100 million for during the years ended December 31, 2025 and 2024, respectively. This $16 million increase compared to the prior year is primarily attributable to cash paid for dividends to shareholders of $15 million.
Selling, General, and Administrative Expenses 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.
Selling, General, and Administrative Expenses 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.
In evaluating the Company's ability to realize a benefit with respect to the deferred tax assets in the jurisdiction from which they arise, the Company considers all available positive and negative evidence, including historical and projected future taxable income, the expected timing of the reversals of existing temporary differences, the expected utilization of existing tax attribute carryforwards (e.g., net operating losses and foreign tax credits), and tax planning strategies.
In assessing the realizability of deferred tax assets in each jurisdiction, the Company evaluates all available positive and negative evidence, including historical and projected future taxable income, the expected timing of reversals of temporary differences, anticipated utilization of tax attribute carryforwards such as net operating losses and foreign tax credits, and available tax planning strategies.
Foreign currency decreased Adjusted EBITDA by $12 million, primarily attributable to the Brazilian real and Japanese yen, partially offset by the Mexican peso. Net engineering costs, excluding currency, increased Adjusted EBITDA by $15 million from favorable timing of recoveries.
Favorable volumes and mix, and the ongoing benefits of cost and commercial discipline increased Adjusted EBITDA 1 by $37 million. Foreign currency decreased Adjusted EBITDA 1 by $12 million, primarily attributable to the Brazilian real and Japanese yen, partially offset by the Mexican peso.
(b) Excludes impact of assets used to hedge discount rate volatility. 30 Income Taxes The Company's income tax expense, deferred tax assets, deferred tax liabilities, and liabilities for uncertain tax benefits reflect management’s best estimate of current and future taxes to be paid. The Company is subject to income taxes in the United States and numerous foreign jurisdictions.
(b) Excludes impact of assets used to hedge discount rate volatility. 35 Income Taxes The Company’s income tax expense, deferred tax assets and liabilities, and liabilities for uncertain tax positions reflect management’s estimates of current and future tax obligations.
Other Items Affecting Liquidity During the year ended December 31, 2024, cash contributions to the Company's U.S and non-U.S. employee retirement plans were approximately $26 million. Additionally, the Company expects to make contributions to its US and non-US defined benefit pension plans of $4 million and $8 million, respectively, during 2025.
Additionally, the Company expects to make contributions to its U.S. and Non-US defined benefit pension plans of $3 million and $8 million, respectively during 2026. During the year ended December 31, 2025, the Company paid $15 million related to restructuring activities.
Access to additional capital through the debt or equity markets is influenced by the Company's credit ratings. As of December 31, 2024, the Company’s corporate credit rating is BB by Standard & Poor’s.
Moreover, repatriation efforts may be modified by the Company according to prevailing circumstances. Access to additional capital through the debt or equity markets is influenced by the Company's credit ratings. As of December 31, 2025, the Company’s corporate credit rating has been upgraded from BB to BB+ by Standard & Poor’s and from Ba2 to Ba1 by Moody's.
Forward-Looking Statements Certain statements contained or incorporated in this Annual Report on Form 10-K which are not statements of historical fact constitute “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements give current expectations or forecasts of future events.
Recent Accounting Pronouncements See Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements under Part II, Item 8 of this Annual Report on Form 10-K for a discussion of recent accounting pronouncements. 36 Forward-Looking Statements Certain statements contained or incorporated in this Annual Report on Form 10-K which are not statements of historical fact constitute “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”).
Acquisition costs are expensed as incurred. 28 Revenue Recognition Revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Discrete price adjustments may occur during the vehicle production period in order for the Company to remain competitive with market prices or based on changes in product specifications.
Discrete price adjustments may occur during the vehicle production period in order for the Company to remain competitive with market prices or based on changes in product specifications. Some of these price adjustments are non-routine in nature and require estimation.
In the fourth quarter of 2023, the Company released $313 million from its deferred tax valuation allowance related to U.S. federal and certain state deferred tax assets.
In the fourth quarter of 2023, the Company released $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 $71 million non-cash tax benefit.
The Company's accrual for recall claims is based on specific facts and circumstances underlying individual claims with support from the Company’s engineering, quality, and legal functions. Amounts accrued are based upon management’s best estimate of the amount that will ultimately be required to settle such claims.
These accruals are based on the specific facts and circumstances underlying each matter, with support from the Company’s engineering, quality, and legal functions and reflect management's best estimate of the obligations that will ultimately be incurred.
The Company’s 26 ability to access funds from its subsidiaries is subject to, among other things, customary regulatory and statutory requirements and contractual arrangements including joint venture agreements and local credit facilities. Moreover, repatriation efforts may be modified by the Company according to prevailing circumstances.
Accordingly, the Company utilizes a combination of cash repatriation strategies, including dividends and distributions, royalties, and other intercompany arrangements to provide the funds necessary to meet obligations globally. The Company’s ability to access funds from its subsidiaries is subject to, among other things, customary regulatory and statutory requirements and contractual arrangements including joint venture agreements and local credit facilities.
The determination of the Company’s obligations and expense for its pension plans is dependent on assumptions set by the Company used by actuaries in calculating such amounts.
The Company has approximately $50 million in unfunded net pension liabilities as of December 31, 2025, of which approximately $38 million and $12 million are attributable to U.S. and non-U.S. pension plans, respectively. The determination of the Company’s obligations and expense for its pension plans is dependent on assumptions set by the Company used by actuaries in calculating such amounts.
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.
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.
A summary of net engineering costs is shown below: Year Ended December 31, (In millions) 2024 2023 Gross engineering costs $ (334) $ (330) Engineering recoveries 143 120 Engineering costs, net $ (191) $ (210) Gross engineering costs relate to forward model program development and advanced engineering activities and exclude contractually reimbursable engineering costs.
Cost performance, design changes and other items decreased cost of sales by $49 million primarily due to operational efficiencies. 26 A summary of net engineering costs is shown below: Year Ended December 31, (In millions) 2025 2024 Gross engineering costs $ (364) $ (334) Engineering recoveries 144 143 Engineering costs, net $ (220) $ (191) Gross engineering costs relate to forward model program development and advanced engineering activities and services.
During the year ended December 31, 2024, the Company paid $10 million related to restructuring activities. Additional discussion regarding the Company's restructuring activities is provided in Note 4, "Restructuring and Impairments" in the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
Additional discussion regarding the Company's restructuring activities is provided in Note 4, "Restructuring" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. The Company has committed to make investments totaling $20 million in multiple entities principally focused on the automotive sector pursuant to limited partnership agreements.
The reconciliation of Adjusted EBITDA to net income attributable to Visteon for the years ended December 31, 2024 and 2023 is as follows: Year Ended December 31, (In millions) 2024 2023 Change Net income (loss) attributable to Visteon Corporation $ 274 $ 486 $ (212) Depreciation and amortization 96 104 (8) Restructuring, net 32 5 27 Provision for (benefit from) income tax 14 (248) 262 Non-cash, stock-based compensation expense 41 34 7 Interest (income) expense, net (2) 7 (9) Net income (loss) attributable to non-controlling interests 10 19 (9) Equity in net loss (income) of non-consolidated affiliates 3 10 (7) Other, net 6 17 (11) Adjusted EBITDA $ 474 $ 434 $ 40 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.
The reconciliation of Adjusted EBITDA 1 to net income attributable to Visteon for the years ended December 31, 2024 and 2023 is as follows. 30 Year Ended December 31, (In millions) 2024 2023 Change Net income (loss) attributable to Visteon Corporation 2 $ 296 $ 568 $ (272) Depreciation and amortization 96 104 (8) Restructuring, net 32 5 27 Provision for (benefit from) income tax 2 (8) (330) 322 Non-cash, stock-based compensation expense 41 34 7 Interest (income) expense, net (2) 7 (9) Net income (loss) attributable to non-controlling interests 10 19 (9) Equity in net loss (income) of non-consolidated affiliates 3 10 (7) Other, net 6 17 (11) Adjusted EBITDA 1 $ 474 $ 434 $ 40 1 Adjusted EBITDA is a Non-GAAP financial measure, as defined above. 2 Amounts shown reflect the change in accounting principle related to the method for assessing the realizability of U.S. deferred tax assets described in Note 1, "Summary of Significant Accounting Policies" within Part II, Item 8, “Financial Statements and Supplementary Data.” Adjusted EBITDA 1 was $474 million for the year ended December 31, 2024, representing an increase of $40 million when compared to 2023.
More specifically, the Company’s forecast of future taxable income using its objective and verifiable earnings history, indicated that it was more likely than not that the Company would be able to realize a benefit for a substantial portion of its U.S. deferred tax assets, resulting in a partial release of its valuation allowance related to its U.S. deferred tax assets.
As of December 31, 2023, after evaluating both positive and negative evidence, including projected future taxable income supported by objective and verifiable earnings history, the Company concluded that it was more likely than not that a substantial portion of its U.S. deferred tax assets would be realized, and accordingly released a portion of the valuation allowance.
Net Sales and Cost of Sales (In millions) Net Sales Cost of Sales Gross Margin December 31, 2023 $ 3,954 $ (3,467) $ 487 Volume, mix, and net new business 125 (104) 21 Customer pricing, net (142) — (142) Currency (30) 17 (13) Engineering costs, net — 16 16 Cost performance, design changes, and other (41) 203 162 December 31, 2024 $ 3,866 $ (3,335) $ 531 Net sales for the year ended December 31, 2024 totaled $3,866 million, which represents an decrease of $88 million compared with 2023.
"Summary of Significant Accounting Policies" within Part II, Item 8, “Financial Statements and Supplementary Data.” Net Sales and Cost of Sales (In millions) Net Sales Cost of Sales Gross Margin December 31, 2024 $ 3,866 $ (3,335) $ 531 Volume, mix, and net new business (106) 85 (21) Customer pricing, net (141) — (141) Currency 1 — 1 Engineering costs, net — (35) (35) Cost performance, design changes, and other 148 49 197 December 31, 2025 $ 3,768 $ (3,236) $ 532 Net sales for the year ended December 31, 2025 totaled $3,768 million, which represents a decrease of $98 million compared with 2024.
Significant judgments and estimates are required in the determination of consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.
Because the Company is subject to income taxation in the United States and numerous foreign jurisdictions, the determination of consolidated income tax expense requires significant judgment. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements.
On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026. Under this program, the Company will repurchase shares at the prevailing market prices pursuant to specified share price and daily volume limits.
Under this program, the Company will repurchase shares at the prevailing market prices pursuant to specified share price and daily volume limits. During the year ended December 31, 2025, the Company purchased 555,997 shares at an average price of $101.70 related to this program totaling $57 million.
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.
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.
The Company has committed to make investments totaling $20 million in multiple entities principally focused on the automotive sector pursuant to limited partnership agreements. As of December 31, 2024, the Company has contributed $13 million toward the aggregate investment commitments. As a limited partner in each entity, the Company will periodically make capital contributions toward this total commitment amount.
As of December 31, 2025, the Company has contributed $15 million toward the aggregate investment commitments. As a limited partner in each entity, the Company will periodically make capital contributions toward the total commitment amount. On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026.
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.
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.
Other Income, Net Other income, net consists of the following: Year Ended December 31, (In millions) 2024 2023 Pension financing benefits, net $ 11 $ 11 Pension settlement (4) — Township settlement — (12) $ 7 $ (1) Income Taxes The Company's provision for income taxes was $14 million for year ended December 31, 2024, reflecting a $262 million increase compared to the $248 million benefit from income taxes in 2023.
Other Income (Loss), Net Other income (loss), net consists of the following: Year Ended December 31, (In millions) 2025 2024 Pension financing benefits, net $ 8 $ 11 Pension settlement and curtailment (7) (4) Other gains (costs) (2) — $ (1) $ 7 Pension financing benefits, net decreased due to lower expected return on assets related to employee benefit plans.
Given the number of years, jurisdictions and positions subject to examination, the Company is unable to estimate the period of cash settlement, if any, with the respective taxing authorities.
Given the number of years, jurisdictions and positions subject to examination, the Company is unable to estimate the timing of cash settlement, if any, for its remaining unrecognized tax benefits with the respective taxing authorities. 32 For further information related to the Company’s unrecognized tax benefits, see Note 14, “Income Taxes” within Part II, Item 8, “Financial Statements and Supplementary Data.” to the consolidated financial statements included in this Report.
The deferred tax assets not expected to be realized based on the Company’s projections relate primarily to the Company’s existing foreign tax credit carryforwards, as the Company has been and is expected to continue to generate excess credits in the near term, resulting in an inability to use all of its existing credits prior to their expiration dates; certain U.S. federal net operating loss carryforwards that were not expected to provide an incremental cash savings (i.e., they would only displace credits and deductions the Company would have otherwise had available to it); and State operating loss carryforwards with a limited carryforward.
As of December 31, 2025, deferred tax assets not expected to be realized primarily relate to (i) foreign tax credit carryforwards, as the Company has generated and expects to continue generating excess credits that are not expected to be utilized prior to expiration; (ii) certain U.S. research credit carryforwards expected to expire unused; and (iii) certain state net operating loss carryforwards expected to expire prior to utilization.
Actual costs may vary from these estimates. These accruals are reviewed on a quarterly basis and changes to restructuring actions are recognized when identified. See Note 4, “Restructuring and Impairments” in the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.
See Note 4, “Restructuring” in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information. Pension Plans Certain Company employees participate in defined benefit pension plans or retirement/termination indemnity plans.
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.
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.
Prior to the year ended December 31, 2023, the Company recorded a full valuation allowance against the U.S. deferred tax assets primarily due to historical cumulative losses. For the year ended December 31, 2023, the Company evaluated both positive and negative evidence when considering if it was more likely than not that US deferred tax assets would be realized.
See Note 1, "Summary of Significant Accounting Policies" within Part II, Item 8, "Financial Statements and Supplementary Data" for additional information. Prior to December 31, 2023, the Company maintained a full valuation allowance against its U.S. deferred tax assets due primarily to historical cumulative losses.
Removed
Global Automotive Market Conditions and Production Levels 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.
Added
During the year ended December 31, 2025, the Company paid a total of $15 million of quarterly cash dividends.
Removed
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.
Added
Global Automotive Market Conditions and Production Levels 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%.
Removed
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.
Added
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.
Removed
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. Company Highlights Visteon continued to focus on execution throughout 2024, building a foundation of sustainable growth, margin expansion, and cash flow generation.
Added
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.
Removed
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.
Added
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe hypothetical pretax gain or loss in fair value from a 10% favorable or adverse change in quoted currency exchange rates would be approximately $20 million and $21 million for foreign currency derivative financial instruments as of December 31, 2024 and 2023, respectively.
Biggest changeThe hypothetical pretax gain or loss in fair value from a 10% favorable or adverse change in quoted currency exchange rates would be approximately $22 million and $20 million for foreign currency derivative financial instruments as of December 31, 2025 and 2024, respectively.
Commodity Risk The Company's exposures to market risk from changes in the price of production material are managed primarily through negotiations with suppliers and customers, although there can be no assurance that the Company will recover all such costs.
Commodity Risk The Company's exposures to market risk from changes in the price of production material are managed primarily through negotiations with suppliers and customers, although there can be no assurance that the Company will recover all such costs from customers.
It is also important to note that gains and losses indicated in the sensitivity analysis would generally be offset by gains and losses on the underlying exposures being hedged. Interest Rate Risk See Note 18, "Financial Instruments" to the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.
It is also important to note that gains and losses indicated in the sensitivity analysis would generally be offset by gains and losses on the underlying exposures being hedged. Interest Rate Risk See Note 18, "Financial Instruments" to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.
The Company continues to evaluate derivatives available in the marketplace and may decide to utilize derivatives in the future to manage select commodity risks if an acceptable hedging instrument is identified for the Company's exposure level at that time, as well as the effectiveness of the financial hedge among other factors. 34
The Company continues to evaluate derivatives available in the marketplace and may decide to utilize derivatives in the future to manage select commodity risks if an acceptable hedging instrument is identified for the Company's exposure level at that time, as well as the effectiveness of the financial hedge among other factors. 39

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