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VISTEON CORP

For the period ended Mar 31, 2025. Filed Apr 24, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 24, 2025

VC$80.39+3.0%Stored close · as of Nov 10, 2026

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Condensed Consolidated Statements of Cash Flows (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,
20252024
Operating Activities
Net income (loss)$67$44
Adjustments to reconcile net income (loss) to net cash provided from operating activities:
Depreciation and amortization2522
Non-cash stock-based compensation1110
Equity in net loss (income) of non-consolidated affiliates, net of dividends remitted(2)4
Other non-cash items(1)3
Changes in assets and liabilities:
Accounts receivable(24)3
Inventories(20)(51)
Accounts payable5137
Other assets and other liabilities(37)(3)
Net cash provided from operating activities7069
Investing Activities
Capital expenditures, including intangibles(35)(37)
Other2—
Net cash used by investing activities(33)(37)
Financing Activities
Principal repayment of term debt facility(4)(4)
Dividends to non-controlling interests(4)—
Repurchase of common stock(7)(20)
Stock based compensation tax withholding payments(6)(7)
Proceeds from the exercise of stock options3—
Net cash used by financing activities(18)(31)
Effect of exchange rate changes on cash13(12)
Net increase (decrease) in cash, equivalents, and restricted cash32(11)
Cash, equivalents, and restricted cash at beginning of the period626518
Cash, equivalents, and restricted cash at end of the period$658$507

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Total Visteon Corporation Stockholders' Equity
CommonStockAdditionalPaid-InCapitalRetainedEarningsAccumulatedOtherComprehensiveIncome (Loss)TreasuryStockTotal Visteon Corporation Stockholders' EquityNon-Controlling InterestsTotal Equity
December 31, 2024$1$1,376$2,548$(306)$(2,390)$1,229$81$1,310
Net income (loss)——65——65267
Other comprehensive income (loss)———19—19120
Stock-based compensation, net—(8)——157—7
Share repurchase————(7)(7)—(7)
March 31, 2025$1$1,368$2,613$(287)$(2,382)$1,313$84$1,397
Total Visteon Corporation Stockholders' Equity
CommonStockAdditionalPaid-InCapitalRetainedEarningsAccumulatedOtherComprehensiveIncome (Loss)TreasuryStockTotal Visteon Corporation Stockholders' EquityNon-Controlling InterestsTotal Equity
December 31, 2023$1$1,356$2,274$(254)$(2,339)$1,038$85$1,123
Net income (loss)——42——42244
Other comprehensive income (loss)———(14)—(14)(1)(15)
Stock-based compensation, net—(6)——93—3
Share repurchase————(20)(20)—(20)
Acquisition of non-controlling interest——————(1)(1)
March 31, 2024$1$1,350$2,316$(268)$(2,350)$1,049$85$1,134

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Summary of Significant Accounting Policies

Basis of Presentation - Interim Financial Statements

The condensed consolidated financial statements of Visteon Corporation and Subsidiaries (the "Company" or "Visteon") have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission ("SEC") have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments, except as otherwise disclosed) that management believes are necessary for a fair presentation of the results of operations, financial position, stockholders' equity, and cash flows of the Company for the interim periods presented. Interim results are not necessarily indicative of full-year results.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported herein. Considerable judgment is involved in making these determinations and the use of different estimates or assumptions could result in significantly different results. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results could differ from those reported herein. Events and changes in circumstances arising after March 31, 2025 will be reflected in management's estimates in future periods.

Accounts Receivable: Accounts receivable are stated at the invoiced amount, less an allowance for doubtful accounts for estimated amounts not expected to be collected, and do not bear interest.

The Company receives bank notes from certain customers in China to settle trade accounts receivable. The collection on such bank notes are included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. The Company may hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third-party financial institutions in exchange for cash. The Company has entered into arrangements with financial institutions to sell certain bank notes, generally maturing within nine months. Bank notes are sold with recourse but qualify as a sale as all rights to the notes have passed to the financial institution. The Company redeemed $30 million of China bank notes during the three months ended March 31, 2025. Remaining amounts outstanding at third-party institutions related to sold bank notes will mature by September 30, 2025.

Allowance for Doubtful Accounts: The Company establishes an allowance for doubtful accounts for accounts receivable based on the current expected credit loss impairment model (“CECL”). The Company applies a historical loss rate based on historic write-offs by region to aging categories. The historical loss rate is adjusted for current conditions and reasonable and supportable forecasts of future losses, as necessary. The Company may also record a specific reservefor individual accounts when the Company becomes aware of specific customer circumstances, such as in the case of a bankruptcy filing or deterioration in the customer's operating results or financial position. The allowance for doubtful accounts was $10 million as of March 31, 2025 and December 31, 2024.

Accounting Pronouncements Not Yet Adopted:

In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements (Release No. 33-10532)." The amendments in this update modify the disclosure or presentation requirements of a variety of topics in the codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. The Company is currently evaluating the impacts of the provisions of ASU 2023-06.

In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis and early adoption is permitted. The Company is currently evaluating the potential effect of this accounting standard update on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses (DISE) which requires disaggregated disclosure of income statement expenses for public business entities. The standard requires public business entities to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered relevant. The FASB also issued ASU No. 2025-01 (“ASU 2025-01”), Clarifying the Effective Date, which clarifies the adoption date of ASU 2024-03 as annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027 The Company is currently evaluating the potential effect of this accounting standard update on its consolidated financial statements and related disclosures.

Recently adopted accounting pronouncements

In August 2023, the FASB issued ASU 2023-05, "Joint Venture Formation (Subtopic 805-60) - Recognition and initial measurement." to provide decision-useful information to investors and other allocators of capital (collectively, investors) in a joint venture’s financial statements and to create consistency in presentation. The amendments in this ASU are effective for all joint venture formations with a formation date on or after January 1, 2025. The Company will apply the effects of the standard prospectively to future joint ventures.

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The Company adopted this ASU retrospectively on December 31, 2024.

NOTE 2. Business Acquisition

On August 29, 2024, Visteon acquired all equity shares of a German advanced design and R&D services company for cash of $54 million ("German Acquisition") not including contingent consideration of up to $13 million to be paid over a period not to exceed three years if certain financial and operational milestones are achieved. The German Acquisition is expected to expand and strengthen the Company's electronics offerings.

As of March 31, 2025, the German Acquisition purchase price was allocated to the assets and liabilities assumed as follows:

(In millions)
Cash$54
Fair value of contingent consideration8
Total fair value of consideration$62
Assets acquired:
Cash$3
Accounts receivable5
Intangible assets37
Other non-current assets2
$47
Liabilities assumed:
Deferred tax liability$11
Other liabilities8
$19
Goodwill$34

The German Acquisition was accounted for as a business combination, assets acquired and liabilities assumed were initially recorded at estimated fair values based on management's estimates at the date of acquisition based on available information, reasonable and supportable assumptions and, when necessary, a third-party utilized by the Company to assist with certain fair value estimates. The purchase price was allocated on a preliminary basis as of August 29, 2024. Certain measurement period adjustments have been made based on updated information. Such adjustments resulted in lower cash paid of $1 million and an increase in intangible assets of $1 million, resulting in a decrease to Goodwill of $2 million when compared from March 31, 2025 to December 31, 2024. As of March 31, 2025 the Company considers the purchase price allocation complete.

Fair values for intangible assets were based on the income approach including excess earnings and relief from royalty methods. The Company recorded intangible assets including a tradename of $2 million and customer-related assets totaling $35 million. These definite-lived intangible assets are being amortized using the straight-line method over their estimated useful lives of 10 years for tradename and 15 years for customer-related assets. The fair value of contingent consideration was measured using a Monte Carlo simulation which is a financial model that utilizes the probabilities of various outcomes.

Goodwill arising from the Acquisition is deductible for tax purposes.

These fair value measurements are classified within level 3 of the fair value hierarchy.

The pro forma effects of the German Acquisition do not materially impact the Company's reported results for any period presented, and as a result no unaudited pro forma disclosures are included herein.

The Company incurred $1 million in costs related to the Acquisition which are classified as Other income (expense) during the year ended 2024.

The Company acquired an additional business in the fourth quarter of 2024 for cash consideration of $3 million which was allocated to Goodwill as of December 31, 2024. As of March 31, 2025, certain measurement period adjustments were made which resulted in an increase in fair value of intangible assets of $1 million. This measurement period adjustment resulted in a decrease in Goodwill of $1 million when compared to the balance as of December 31, 2024. As of March 31, 2025, the final purchase price allocation has been completed.

NOTE 3. Non-Consolidated Affiliates

Investments in Affiliates

The Company's investments in non-consolidated equity method affiliates include the following:

March 31,December 31,
(In millions)20252024
Yanfeng Visteon Investment Co., Ltd. ("YFVIC") (50%)$—$—
Limited partnerships1515
Other1412
Total investments in non-consolidated affiliates$29$27

Variable Interest Entities

The Company evaluates whether joint ventures in which it has invested are Variable Interest Entities (“VIE”) at the start of each new venture and when a reconsideration event has occurred. The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE having both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company determined that YFVIC is a VIE. The Company holds a variable interest in YFVIC primarily related to its ownership interests and subordinated financial support. The Company and Yangfeng Automotive Trim Systems Co. Ltd. ("YF") each own 50% of YFVIC and neither entity has the power to control the operations of YFVIC; therefore, the Company is not the primary beneficiary of YFVIC and does not consolidate the joint venture.

The Company's investments in YFVIC consists of the following:

March 31,December 31,
(In millions)20252024
Payables due to YFVIC$16$22
Exposure to loss in YFVIC:
Investment in YFVIC$—$—
Receivables due from YFVIC, net913
Maximum exposure to loss in YFVIC$9$13

As of March 31, 2025, the Company's share of YFVIC reported losses were greater than the carrying value of this investment. Based on the equity method of accounting, losses exceeding the investment balance were not recorded and are monitored as suspended losses. As of March 31, 2025, the total suspended loss attributable to YFVIC was $2 million, for which the Company has no contractual obligation to fund.

Non-Consolidated Affiliate Transactions

The Company has committed to make a $20 million investment in multiple entities principally focused on the automotive sector pursuant to limited partnership agreements. As a limited partner in each entity, the Company will periodically make capital contributions toward this total commitment amount. As of March 31, 2025, the Company has contributed a total of approximately $13 million toward the aggregate investment commitments. These limited partnerships are classified as equity method investments.

In 2022, the Company has made an investment in a private limited company focused on technology development for the automotive industry of $1 million. There have been no further contributions as of March 31, 2025.

NOTE 4. Restructuring

Given the economically-sensitive and highly competitive nature of the automotive electronics industry, the Company continues to closely monitor current market factors and industry trends, taking actions as necessary which may include restructuring actions. However, there can be no assurance that any such actions will be sufficient to fully offset the impact of adverse factors on the Company or its results of operations, financial position and cash flows.

During the three months ended March 31, 2025 the Company recorded no restructuring expense. During the three months ended March 31, 2024, the Company recorded $2 million of net restructuring expense. These expenses are primarily related to employee severance.

Current restructuring actions include the following:

During September of 2024, the Company approved a global restructuring program impacting manufacturing and engineering facilities, as well as administrative functions to improve efficiency and further rationalize the Company’s footprint. As of March 31, 2025, $21 million remains accrued for the program and payments related to this program are expected to be complete by the end of 2026.

During prior years, the Company approved various restructuring programs to improve efficiencies across the organization. As of March 31, 2025,$3 million remains accrued related to these previously announced actions.

As of March 31, 2025, the Company retained restructuring reserves as part of the Company's divestiture of the majority of its global Interiors business (the "Interiors Divestiture") and legacy operations of $2 million associated with completed programs for the fundamental reorganization of operations at facilities in Brazil and France.

Restructuring Reserves

The Company’s restructuring reserves and related activity are summarized below. The Company anticipates that the activities associated with the current restructuring reserve balance will be substantially complete by the end of 2026. The Company’s condensed consolidated restructuring reserves are shown as Other liabilities as detailed in Note 8, "Other Liabilities".

(In millions)
December 31, 2024$28
Foreign currency1
Payments(3)
March 31, 2025$26

NOTE 5. Inventories

Inventories, net consist of the following components:

March 31,December 31,
(In millions)20252024
Raw materials$214$199
Work-in-process3131
Finished products6553
$310$283

NOTE 6. Goodwill and Other Intangible Assets

Intangible assets, net are comprised of the following:

March 31, 2025 · December 31, 2024
(In millions)Estimated Weighted Average Useful Life (years)Gross IntangiblesAccumulated AmortizationNet IntangiblesGross IntangiblesAccumulated AmortizationNet Intangibles
Definite-Lived:
Developed technology3$33$(33)$—$33$(33)$—
Customer related1545(10)3543(9)34
Capitalized software development358(33)2555(31)24
Tradename103(1)22—2
Other1126(15)1126(15)11
Subtotal165(92)73159(88)71
Indefinite-Lived:
Goodwill80—8081—81
Total$245$(92)$153$240$(88)$152

Capitalized software development consists of software development costs intended for integration into customer products.

Goodwill activity as of March 31, 2025 consisted of the following:

(In millions)
December 31, 2024$81
Foreign currency2
Acquisition fair value adjustment(3)
March 31, 2025$80

NOTE 7. Other Assets

Other current assets are comprised of the following components:

March 31,December 31,
(In millions)20252024
Recoverable taxes$53$47
Prepaid assets and deposits2623
Contractually reimbursable engineering costs1920
Joint venture receivables913
Contractual payments21
Other75
$116$109

Other non-current assets are comprised of the following components:

March 31,December 31,
(In millions)20252024
Contractual payments$26$25
Contractually reimbursable engineering costs1921
Recoverable taxes56
Derivative financial instruments58
Other3434
$89$94

Current and non-current contractually reimbursable engineering costs are related to pre-production design and development costs incurred pursuant to long-term supply arrangements that are contractually guaranteed for reimbursement by customers. The Company expects to receive cash reimbursement payments of $16 million during the remainder of 2025, $18 million in 2026, $2 million in 2027, $1 million in 2028, and $1 million in 2029 and beyond.

NOTE 8. Other Liabilities

Other current liabilities are summarized as follows:

March 31,December 31,
(In millions)20252024
Deferred income$50$48
Product warranty and recall accruals4949
Non-income taxes payable3633
Restructuring reserves2019
Royalty reserves1919
Joint venture payable1622
Income taxes payable1325
Dividends payable610
Other3232
$241$257

Other non-current liabilities are summarized as follows:

March 31,December 31,
(In millions)20252024
Product warranty and recall accruals$30$31
Income tax reserves1615
Deferred income912
Derivative financial instruments81
Restructuring reserves69
Contingent payment32
Other2017
$92$87

NOTE 9. Debt

The Company’s debt consists of the following:

March 31,December 31,
(In millions)20252024
Short-Term Debt:
Current portion of long-term debt$18$18
Long-Term Debt:
Term debt facility, net$297$301

On July 19, 2022 the Company entered into an amended and restated Credit Agreement which included a $350 million Term Facility and a $400 million Revolving Credit Facility. The amendment, among other things, changed the Credit Agreement from a LIBOR-based rate to a Secured Overnight Financing Rate ("SOFR") based rate and extended the Credit Agreement maturity date to July 19, 2027.

On June 28, 2023, the Company amended the existing Credit Agreement to, among other things, amend certain affirmative and negative covenants.

The Company has deferred costs of $2 million and $1 million related to these amendments to the Credit Agreement, which are recorded in Other non-current assets and Long-term debt, net, respectively. The deferred costs will be amortized over the term of the Credit Agreement.

Short-Term Debt

Terms of the amended credit facility require a quarterly principal payment equal to 1.25% of the original term debt balance. The first required payment was made during the second quarter of 2023.

As of March 31, 2025, the Company has no other short-term borrowing, including at the Company's subsidiaries. The Company's subsidiaries have access to $149 million of capacity under short-term credit facilities.

Long-Term Debt

The Company has no outstanding borrowings on the Revolving Credit Facility as of March 31, 2025 and December 31, 2024.

Interest on the Term Facility loansand Revolving Credit Facility accrue interest at a rate equal to a SOFR-based rate plus an applicable margin of between 1.00% and 1.75%, as determined by the Company's total gross leverage ratio. The Company can benefit from a 5 basis point decrease to the applicable margin due to a sustainability-linked pricing provision based on the Company's annual performance on reducing GHG emissions.

The Credit Agreement requires compliance with customary affirmative and negative covenants and contains customary events of default. The Revolving Credit Facility also requires that the Company maintain a total net leverage ratio no greater than 3.50:1.00. During any period when the Company’s corporate and family ratings meet investment grade ratings, certain of the negative covenants are suspended.

The Revolving Credit Facility also provides $75 million availability for the issuance of letters of credit and a maximum of $20 million for swing line borrowings. Any amount of the facility utilized for letters of credit or swing line loans outstanding will reduce the amount available under the existing Revolving Credit Facility. The Company may request increases in the limits under the Credit Agreement and may request the addition of one or more term loan facilities. Outstanding borrowings may be prepaid without penalty (other than borrowings made for the purpose of reducing the effective interest rate margin or weighted average yield of the loans). There are mandatory prepayments of principle in connection with: (i) excess cash flow sweeps above certain leverage thresholds, (ii) certain asset sales or other dispositions, (iii) certain refinancing of indebtedness and (iv) over-advances under the Revolving Credit Facility. There are no excess cash flow sweeps required at the Company’s current leverage level.

All obligations under the Credit Agreement and obligations with respect to certain cash management services and swap transaction agreements between the Company and its lenders are unconditionally guaranteed by certain of the Company’s subsidiaries. Under the terms of the Credit Agreement, any amounts outstanding are secured by a first-priority perfected lien on substantially all property of the Company and the subsidiaries party to the security agreement, subject to certain limitations.

Other

The Company has a $6 million letter of credit facility, whereby the Company is required to maintain a cash collateral account equal to 103% (110% for non-U.S. dollar denominated letters) of the aggregate stated amount of issued letters of credit and must reimburse any amounts drawn under issued letters of credit. The Company had $2 million of outstanding letters of credit issued under this facility secured by restricted cash, as of March 31, 2025 and December 31, 2024. Additionally, the Company had $4 million of locally issued bank guarantees and letters of credit as of March 31, 2025 and December 31, 2024, to support various tax appeals, customs arrangements and other obligations at its local affiliates.

NOTE 10. Employee Benefit Plans

The Company's net periodic benefit costs for all defined benefit plans for the three month periods ended March 31, 2025 and 2024 were as follows:

U.S. PlansNon-U.S. Plans
(In millions)2025202420252024
Costs Recognized in Income:
Pension service (cost):
Service cost$—$—$—$—
Pension financing benefits (cost):
Interest cost$(7)$(7)$(2)$(3)
Expected return on plan assets91022
Amortization of losses and other————
Total pension financing benefits:23—(1)
Net pension benefit (cost)$2$3$—$(1)

Pension financing benefits are classified as Other income (expense), net on the Company's condensed consolidated statements of comprehensive income.

During the three months ended March 31, 2025, cash contributions to the Company's defined benefit plans were $1 million related to its non-U.S. plans. The Company estimates that total cash contributions related to its U.S. and non-U.S. defined benefit pension plans during 2025 will be $4 million and $5 million, respectively.

NOTE 11. Income Taxes

During the three month period ended March 31, 2025, the Company recorded a provision for income tax of $28 million. This reflects (i) income tax expense in countries where the Company is profitable, (ii) where they have accrued withholding taxes, and (iii) where they are unable to record a tax benefit for pretax losses and/or recognize expense for pretax income due to valuation allowances. Pretax losses in jurisdictions where valuation allowances are maintained and, consequently, no income tax benefits are recognized, totaled $7 million and $10 million for the three month periods ended March 31, 2025 and 2024, respectively, resulting in an increase in the Company's effective tax rate in those years.

The Company's provision for income taxes in interim periods is computed by applying an estimated annual effective tax rate against income before income taxes, excluding equity in net income of non-consolidated affiliates for the period. Effective tax rates vary from period-to-period as separate calculations are performed for those countries where the Company's operations are profitable and whose results continue to be tax-effected, and for those countries where full valuation allowances exist and are maintained.

The Company will continue to evaluate the available positive and negative evidence in subsequent periods and adjust its remaining valuation allowances to the amount it determines to be more likely than not to be realized. If operating results improve or deteriorate on a sustained basis, the Company’s conclusions regarding the need for a valuation allowance could change, resulting in either the reversal or initial recognition of a valuation allowance in the future, which could have a significant impact on income tax expense in the period recognized and subsequent periods.

NOTE 12. Stockholders’ Equity and Non-controlling Interests

Non-Controlling Interests

The Company's non-controlling interests are as follows:

March 31,December 31,
(In millions)20252024
Shanghai Visteon Automotive Electronics, Co., Ltd.$57$55
Yanfeng Visteon Automotive Electronics Co., Ltd.1513
Changchun Visteon FAWAY Automotive Electronics, Co., Ltd.1112
Other11
$84$81

During the three months ended March 31, 2024, the Company paid approximately $1 million to buy-out the shares of a minority joint venture partner in Tunisia.

Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated other comprehensive income (loss) (“AOCI”) and reclassifications out of AOCI by component include:

Three Months Ended March 31,
(In millions)20252024
Changes in AOCI:
Beginning balance$(306)$(254)
Other comprehensive income (loss) before reclassification, net of tax17(17)
Amounts reclassified from AOCI23
Ending balance$(287)$(268)
Changes in AOCI by Component:
Foreign currency translation adjustments
Beginning balance$(266)$(192)
Other comprehensive income (loss) before reclassification, net of tax31(22)
Ending balance(235)(214)
Net investment hedge
Beginning balance185
Other comprehensive income (loss) before reclassification, net of tax(9)7
Amounts reclassified from AOCI——
Ending balance912
Benefit plans
Beginning balance(66)(76)
Other comprehensive income (loss) before reclassification, net of tax——
Amounts reclassified from AOCI(1)—
Ending balance(67)(76)
Unrealized hedging gain (loss)
Beginning balance89
Other comprehensive income (loss) before reclassification, net of tax(5)(2)
Amounts reclassified from AOCI33
Ending balance610
Total AOCI$(287)$(268)

Share Repurchase Program

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. During the three months ended March 31, 2025, the Company purchased 74,334 shares at an average price of $88.04 related to this program. As of March 31, 2025, the Company has repurchased 1,505,379 shares at an average price of $116.86 related to this program.

NOTE 13. Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to Visteon by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding. Performance based share units are considered contingently issuable shares and are included in the computation of diluted earnings per share based on the number of shares that would be issuable if the reporting date were the end of the contingency period and if the result would be dilutive.

The table below provides details underlying the calculations of basic and diluted earnings per share:

Three Months Ended March 31,
(In millions, except per share amounts)20252024
Numerator:
Net income (loss) attributable to Visteon$65$42
Denominator:
Average common stock outstanding - basic27.227.6
Dilutive effect of performance based share units and other0.30.4
Diluted shares27.528.0
Basic and Diluted Per Share Data:
Basic earnings (loss) per share attributable to Visteon$2.39$1.52
Diluted earnings (loss) per share attributable to Visteon:$2.36$1.50

NOTE 14. Fair Value Measurements and Financial Instruments

Fair Value Measurements

The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on the observability of the inputs utilized in the valuation. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs.

Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.

Level 3 – Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Items Measured at Fair Value on a Recurring Basis

The Company is exposed to various market risks including, but not limited to, changes in foreign currency exchange rates and market interest rates. The Company manages these risks, in part, through the use of derivative financial instruments. The use of derivative financial instruments creates exposure to credit loss in the event of nonperformance by the counterparty to the derivative financial instruments. The Company limits this exposure by entering into agreements including master netting arrangements directly with a variety of major highly rated financial institutions that are expected to fully satisfy their obligations under the contracts. Additionally, the Company’s ability to utilize derivatives to manage risks is dependent on credit and market conditions. The Company presents its derivative positions and any related material collateral under master netting arrangements that provide for the net settlement of contracts, by counterparty, in the event of default or termination. There is no cash collateral on any of these derivatives.

Derivative financial instruments are measured at fair value on a recurring basis under an income approach using industry-standard models that consider various assumptions, including time value, volatility factors, current market and contractual prices for the underlying, and non-performance risk. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument or may derived from observable data. Accordingly, the Company's currency instruments are classified as Level 2, "Other Observable Inputs" in the fair value hierarchy.

Cross Currency Swaps: The Company has executed cross-currency swap transactions intended to mitigate the variability of the U.S. dollar value of its investment in certain of its non-U.S. entities. These swaps are designated as net investment hedges and the Company has elected to assess hedge effectiveness under the spot method. Accordingly, changes in the fair value of the swaps are recorded as a cumulative translation adjustment in AOCI in the Consolidated Balance Sheet.

As of March 31, 2025 and December 31, 2024 the Company had cross-currency swaps with aggregate notional amounts of $200 million intended to mitigate the variability of U.S. dollar value investment in certain of its non-U.S. entities. These swaps are designated as net investment hedges. There was no ineffectiveness associated with such derivatives as of March 31, 2025 and December 31, 2024. The fair value of these derivatives is a non-current liability of $8 million and $1 million as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025, a gain of approximately $4 million is expected to be reclassified out of accumulated other comprehensive income into earnings within the next 12 months.

Interest Rate Swaps: The Company utilizes interest rate swap instruments to manage its exposure and to mitigate the impact of interest rate variability. The swaps are designated as cash flow hedges, accordingly, the effective portion of the changes in fair value is recognized in accumulated other comprehensive income. Subsequently, the accumulated gains and losses recorded in equity are reclassified to income in the period during which the hedged exposure impacts earnings.

As of March 31, 2025 and December 31, 2024 the Company had interest rate swaps with aggregate notional amounts of $250 million. The fair value of these derivatives is a non-current asset of $5 million and $8 million as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025, a loss of approximately $4 million is expected to be reclassified out of accumulated other comprehensive income into earnings within the next 12 months.

Financial Statement Presentation

Gains and losses on derivative financial instruments for the three months ended March 31, 2025 and 2024 are as follows:

Recorded Income (Loss) into AOCI, net of taxReclassified from AOCI into Income (Loss)
(In millions)2025202420252024
Three months ended March 31,
Interest rate risk - Interest expense, net:
Interest rate swaps(5)(2)(3)(3)
Net investment hedges(9)7——
$(14)$5$(3)$(3)

Items Not Carried at Fair Value

The Company's fair value of debt was $315 million and $319 million as of March 31, 2025 and December 31, 2024, respectively. Fair value estimates were based on the current rates offered to the Company for debt of the same remaining maturities. Accordingly, the Company's debt fair value disclosures are classified as Level 2 in the fair value hierarchy.

Concentrations of Credit Risk

Financial instruments including cash equivalents, derivative contracts, and accounts receivable, expose the Company to counterparty credit risk for non-performance. The Company’s counterparties for cash equivalents and derivative contracts are banks and financial institutions that meet the Company’s credit rating requirements. The Company’s counterparties for derivative contracts are substantial investment and commercial banks with significant experience using such derivatives. The Company manages its credit risk pursuant to written policies that specify minimum counterparty credit profile and by limiting the concentration of credit exposure amongst its multiple counterparties.

The Company's credit risk with any single customer exceeding ten percent of total accounts receivable are as follows:

March 31,December 31,
20252024
Ford Motor Company14%12%
General Motors Corporation11%13%
Renault/Nissan11%10%
Volkswagen AG11%10%

NOTE 15. Commitments and Contingencies

Litigation and Claims

In 2003, the Local Development Finance Authority of the Charter Township of Van Buren, Michigan issued approximately $28 million in bonds finally maturing in 2032, the proceeds of which were used at least in part to assist in the development of the Company’s U.S. headquarters located in the Township. During January 2010, the Company and the Township entered into a settlement agreement (the “Settlement Agreement”) that, among other things, reduced the taxable value of the headquarters property to current market value and also provided that the Company would negotiate in good faith with the Township if the property tax payments were inadequate to permit the Township to meet its payment obligations with respect to the bonds. On December 9, 2019, the Township commenced litigation against the Company in Michigan’s Wayne County Circuit Court. On June 27, 2023, Visteon and the Township entered into a Settlement and Mutual Release Agreement pursuant to which Visteon, without admitting wrongdoing, will pay the Township $12 million. Payment was made in two equal installments, the first on July 3, 2023 and the second on July 1, 2024. The litigation commenced in Michigan’s Wayne County Circuit Court and has been dismissed with prejudice.

The Company's operations in Brazil are subject to highly complex labor, tax, customs and other laws. While the Company believes that it is in compliance with such laws, it is periodically engaged in litigation regarding the application of these laws. The Company maintained accruals of $6 million for claims aggregating $44 million in Brazil as of March 31, 2025. The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company's assessment of the claims and prior experience with similar matters.

While the Company believes its accruals for litigation and claims are adequate, the final amounts required to resolve such matters could differ materially from recorded estimates and the Company's results of operations and cash flows could be materially affected.

Product Warranty and Recall

Amounts accrued for product warranty and recall claims are based on management’s best estimates of the amounts that will ultimately be required to settle such items. The Company’s estimates for product warranty and recall obligations are developed with support from its sales, engineering, quality and legal functions and include due consideration of contractual arrangements, past experience, current claims and related information, production changes, industry and regulatory developments, and various other considerations. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued or beyond what the Company may recover from its suppliers.

The following table provides a rollforward of changes in the product warranty and recall claims liability:

Three Months Ended March 31,
(In millions)20252024
Beginning balance$80$71
Provisions56
Changes in estimates(2)—
Currency/other2(2)
Settlements(6)(5)
Ending balance$79$70

Other Contingent Matters

Various legal actions, governmental investigations and proceedings and claims are pending or may be instituted or asserted in the future against the Company, including those arising out of alleged defects in the Company’s products; governmental regulations relating to safety; employment-related matters; customer, supplier and other contractual relationships; intellectual property rights; product warranties; customs and international trade regulations; product recalls; product liability claims; and environmental matters. Some of the foregoing matters may involve compensatory, punitive or antitrust or other treble damage claims in very large amounts, or demands for recall campaigns, environmental remediation programs, sanctions, or other relief which, if granted, would require very large expenditures. The Company enters into agreements that contain indemnification provisions in the normal course of business for which the risks are considered nominal and impracticable to estimate.

Contingencies are subject to many uncertainties, and the outcome of individual litigated matters is not predictable with assurance. Reserves have been established by the Company for matters discussed in the immediately foregoing paragraphs where losses are deemed probable and reasonably estimable. It is possible, however, that some of the matters discussed in the foregoing paragraphs could be decided unfavorably to the Company and could require the Company to pay damages or make other expenditures in amounts, or a range of amounts, that cannot be estimated as of March 31, 2025 and that are in excess of established reserves. The Company does not reasonably expect, except as otherwise described herein, based on its analysis, that any adverse outcome from such matters would have a material effect on the Company’s financial condition, results of operations or cash flows, although such an outcome is possible.

NOTE 16. Segment Information and Revenue Recognition

The Company manages the business activities on a consolidated basis and operates in one reportable segment. The Company’s reportable segment is Electronics. The Electronics segment provides vehicle cockpit electronics products to customers, including instrument clusters, information displays, infotainment systems, audio systems, telematics solutions, battery monitoring systems, and head-up displays. As the Company has one reportable segment, net sales, total assets, depreciation, amortization and capital expenditures are equal to consolidated results.

Financial results for the Company's reportable segment have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company's Chief Operating Decision Maker ("CODM") in allocating resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The measurement of segment profit or loss that the CODM uses to evaluates the performance of the Company’s segment is net income attributable to Visteon Corporation. Financial forecasts and budget to actual results used by the CODM to assess performance and allocate resources, as well as those used for strategic decisions related to headcount and capital expenditures are reviewed on a consolidated basis. The CODM considers the impact of the significant segment expenses in the table below on net income when deciding whether to reinvest profits, propose dividends or share repurchase, or pursue strategic mergers and acquisitions.

A summary of segment revenue, segment net income (loss) attributable to Visteon Corporation, and significant segment expense for the periods ended March 31, 2025 and 2024 is as follows:

Three Months Ended March 31,
20252024
Net sales934933
Significant expenses:
Other cost of sales716730
Other selling, general and administrative3944
Gross engineering costs8083
Engineering recoveries(28)(23)
Depreciation and amortization2522
Non-cash stock-based compensation1110
Restructuring, net—2
Interest expense34
Interest income(4)(4)
Equity in net loss of non-consolidated affiliates(2)4
Other (income) loss, net(1)(2)
Provision for (benefit from) income taxes2819
Net income (loss)6744
Less: Net (income) loss attributable to non-controlling interests(2)(2)
Net income (loss) attributable to Visteon Corporation$65$42

Other cost of sales excludes depreciation and amortization, non-cash stock-based compensation, and engineering recoveries which are presented individually above.

Other selling, general and administrative excludes depreciation and amortization and non-cash stock-based compensation which are presented individually above.

Financial Information by Geographic Region

Disaggregated net sales by geographical market and product lines is as follows:

Three Months Ended March 31,
(In millions)20252024
Geographical Markets
Europe$326$313
Americas315296
China Domestic79114
China Export5770
Other Asia-Pacific193173
Eliminations(36)(33)
$934$933
Three Months Ended March 31,
(In millions)20252024
Product Lines
Instrument clusters$435$440
Infotainment125118
Information displays12281
Cockpit domain controller117141
Body and electrification electronics98109
Other3744
$934$933
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.