VISTEON CORP

Previous wording

Visteon is a global automotive technology company serving the mobility industry, dedicated to creating more enjoyable, connected, and safe driving experiences. The Company's platforms leverage proven, scalable hardware and software solutions that enable the digital, electric, and autonomous evolution of its global automotive customers. The automotive mobility market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digital and towards device and cloud connected, electric vehicles, and vehicles with more advanced safety features.

Current wording

Visteon is a global automotive technology company serving the mobility industry, dedicated to creating more enjoyable, connected, and safe driving experiences. The Company's platforms leverage proven, scalable hardware and software solutions that enable the digital, electric, and autonomous evolution of its global automotive customers. The automotive mobility market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digital, incorporates increased connectivity through onboard computing, software and cloud-enabled features, and includes more advanced safety features.

Previous wording

•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. Visteon's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry.

Current wording

•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. The Company's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry.

Previous wording

•Balanced Capital Allocation with a Strong Balance Sheet - The Company continues to maintain a strong balance sheet to withstand near-term industry volatility and support a balanced capital allocation framework. The Company is primarily focused on allocating capital to high-returning organic initiatives that increase internal capabilities, pursuing attractive inorganic 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 $176 million of Company common stock under this program. On July 22, 2025, the Company declared a $0.275 quarterly cash dividend per share. On October 16, 2025, the Company declared a $0.275 quarterly cash dividend per share. During the nine months ended September 30, 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.

Current wording

•Balanced Capital Allocation with a Strong Balance Sheet - The Company continues to maintain a strong balance sheet to withstand near-term industry volatility and support a balanced capital allocation framework. The Company is primarily focused on allocating capital to high-returning organic initiatives that increase internal capabilities, attractive inorganic growth opportunities, and returning capital to shareholders. In March 2023, the Company announced a $300 million share repurchase program maturing at the end of 2026. The Company has repurchased $256 million of Company common stock under this program. During the three months ended March 31, 2026, the Company paid a total of $10 million of quarterly cash dividends.

Previous wording

The pie charts below highlight the net sales breakdown for Visteon for the three and nine months ended September 30, 2025.

Current wording

The pie charts below highlight the net sales breakdown for Visteon for the three months ended March 31, 2026.

Previous wording

The industry continues to face ongoing risks related to tariffs, vehicle affordability, economic uncertainty, geopolitical developments, production disruptions, and changes in customer market share. The potential impact on future periods’ financial statements, results of operations, and cash flows will depend on the evolution of tariff policies, plant production schedules, supply-chain conditions, and the pace of EV adoption.

Current wording

The automotive industry continues to face ongoing risks related to tariffs, vehicle affordability, economic uncertainty, geopolitical developments including the recent conflict in the Middle East, semiconductor chip shortages, production disruptions, and changes in customer market share. The potential impact on future periods’ financial statements, results of operations, and cash flows will depend on the evolution of tariff policies, plant production schedules, supply-chain conditions, and the pace of EV adoption.

Previous wording

Net sales for the three months ended September 30, 2025 totaled $917 million, representing a decrease of $63 million compared with the same period of 2024. Volumes and net new business decreased net sales by $65 million. Customer pricing decreased net sales by $36 million as a result of annual price reductions and lower customer recoveries due to improving supply chain dynamics. Favorable currency increased net sales by $10 million, primarily attributable to the euro and Thai baht, partially offset by the Indian rupee. Other cost performance, design changes and other increased net sales by $28 million primarily due to one-time items and sales from the recently acquired engineering services companies.

Current wording

Net sales for the three months ended March 31, 2026 totaled $954 million, representing an increase of $20 million compared with the same period of 2025. Volumes and net new business decreased net sales by $23 million. Customer pricing decreased net sales by $5 million as a result of annual price reductions and customer recoveries. Favorable currency increased net sales by $24 million, primarily attributable to the euro and Brazilian real, partially offset by the Indian rupee. Other cost performance, design changes and other increased net sales by $24 million primarily due to one-time items and sales from the recently acquired engineering services companies.

Previous wording

Cost of sales decreased by $63 million for the three months ended September 30, 2025 compared with the same period in 2024. Volume, mix and net new business decreased cost of sales by $54 million. Net engineering costs, excluding currency, increased cost of sales by $12 million. Foreign currency increased cost of sales by $5 million, primarily attributable to the euro and Thai baht. Cost performance, design changes and other decreased cost of sales by $26 million primarily due to operational efficiencies.

Current wording

Cost of sales increased by $45 million for the three months ended March 31, 2026 compared with the same period in 2025. Volume, mix and net new business decreased cost of sales by $16 million. Net engineering costs, excluding currency, increased cost of sales by $2 million. Foreign currency increased cost of sales by $28 million, primarily attributable to the euro, Indian rupee, and Chinese renminbi. Cost performance, design changes and other increased cost of sales by $31 million primarily due to timing of recoveries, higher semiconductor costs, and higher warranty costs, partially offset by ongoing cost discipline.

Previous wording

Gross engineering costs relate to forward model program development, advanced engineering activities and services. Net engineering costs were $58 million and $47 million for the three months ended September 30, 2025 and 2024, respectively. The increase is primarily due to recent engineering services acquisitions.

Current wording

Gross engineering costs relate to forward model program development, advanced engineering activities and services. Net engineering costs were $57 million and $52 million for the three months ended March 31, 2026 and 2025, respectively. The increase is primarily due to recent engineering services acquisitions, partially offset by lower personnel costs.

Previous wording

During the three months ended September 30, 2025 and 2024 the Company recorded $3 million and $28 million of net restructuring expense, respectively. These expenses are primarily related to employee severance. The decrease is primarily related to a restructuring program approved in September 2024.

Current wording

During the three months ended March 31, 2026, the Company recorded $18 million of net restructuring expense. These expenses are primarily related to employee severance. The increase is primarily related to a restructuring program approved during the three months ended March 31, 2026.

Previous wording

Interest income for the three months ended September 30, 2025 increased by $3 million as compared to the same period of 2024 due to higher interest rates on increased cash balances.

Current wording

Interest income for the three months ended March 31, 2026 increased by $1 million when compared to the same period in 2025. The increase in interest income, net of expense, during 2026 is due to higher cash balances which yield interest income.

Previous wording

Equity in net income of non-consolidated affiliates was income of $1 million and a loss of $3 million during the three months ended September 30, 2025 and 2024, respectively. The increased income is due to increased net operating profits at affiliates.

Current wording

Equity in net income of non-consolidated affiliates was income of $2 million during the three months ended March 31, 2026 and 2025.

Previous wording

Other income, net was $2 million for the three month period ending September 30, 2025 and 2024. Other income, net consisted primarily of net pension financing benefits offset by business acquisition costs.

Current wording

Other income, net was $4 million and $1 million for the three months ended March 31, 2026 and 2025, respectively. Other income, net consisted primarily of net pension financing benefits.

Previous wording

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.

Current wording

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.

Previous wording

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. 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. 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 has limitations as an analytical tool and is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The Company uses Adjusted 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.

Current wording

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. 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. 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 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. 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.

Previous wording

The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA for the three months ended September 30, 2025 and 2024, is as follows:

Current wording

The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA 1 for the three months ended March 31, 2026 and 2025, is as follows:

Previous wording

Adjusted EBITDA was $119 million for the three months ended September 30, 2025 and 2024. Cost performance, commercial discipline as well as the favorable impact of one-time items increased Adjusted EBITDA by $55 million. Foreign currency increased Adjusted EBITDA by $4 million, primarily attributable to the euro and Brazilian real, partially offset by the Indian rupee. Customer pricing decreased Adjusted EBITDA by $36 million. Net engineering costs, excluding currency, decreased Adjusted EBITDA by $12 million. Lower volumes decreased Adjusted EBITDA by $11 million.

Current wording

Adjusted EBITDA 1 was $104 million for the three months ended March 31, 2026 representing a decrease of $25 million compared with the same period of 2025. Lower volumes decreased Adjusted EBITDA 1 by $7 million. Customer pricing decreased Adjusted EBITDA 1 by $5 million as a result of annual price reductions and customer recoveries. Foreign currency decreased Adjusted EBITDA 1 by $6 million, primarily attributable to the Indian rupee and Japanese yen, partially offset by the euro and Brazilian real. Net engineering costs, excluding currency, decreased Adjusted EBITDA 1 by $2 million. Cost performance, commercial discipline as well as the impact of one-time items decreased Adjusted EBITDA 1 by $5 million.

Previous wording

The Company's consolidated results of operations for the nine months ended September 30, 2025 and 2024 were as follows:

Current wording

The Company's consolidated results of operations for the three months ended March 31, 2025 and 2024 were as follows.

Previous wording

The Company's provision for income taxes of $22 million for the three months ended September 30, 2025 represents an increase of $11 million compared with $11 million in the same period of 2024. The $11 million increase in income tax expense was primarily driven by the non-recurrence of a $7 million valuation allowance release related to the Company’s German operations in the prior year period. The remaining increase primarily reflects higher pretax income, including changes in the geographic mix of earnings and the impact of varying tax rates across jurisdictions.

Current wording

The Company's provision for income taxes of $26 million for the three months ended March 31, 2025 represents an increase of $13 million compared with $13 million in the same period of 2024. The increase in tax expense is primarily attributable to the overall increase in net income, including changes in the mix of earnings and differing tax rates between jurisdictions.

Previous wording

The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA for the nine months ended September 30, 2025 and 2024, is as follows:

Current wording

The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA 1 for the three months ended March 31, 2025 and 2024, is as follows:

Previous wording

Access to additional capital through the debt or equity markets is influenced by the Company's credit ratings. As of September 30, 2025, the Company’s corporate credit rating has been upgraded from BB to BB+ by Standard & Poor’s reflecting improved financial strength. See Note 9, "Debt" for a comprehensive discussion of the Company's debt facilities. Incremental funding requirements of the Company's consolidated foreign entities are primarily accommodated by intercompany cash pooling structures. Affiliate working capital lines, which may be utilized by the Company's local subsidiaries and consolidated joint ventures, had availability of $147 million and the Company had $400 million of available credit under the revolving credit facility, as of September 30, 2025.

Current wording

Access to additional capital through the debt or equity markets is influenced by the Company's credit ratings. As of March 31, 2026, the Company’s corporate credit ratings has been upgraded from BB to BB+ by Standard & Poor’s and from Ba2 to Ba1 by Moody's. See Note 9, "Debt" for a comprehensive discussion of the Company's debt facilities. Incremental funding requirements of the Company's consolidated foreign entities are primarily accommodated by intercompany cash pooling structures. Affiliate working capital lines, which may be utilized by the Company's local subsidiaries and consolidated joint ventures, had availability of $151 million and the Company had $400 million of available credit under the revolving credit facility, as of March 31, 2026.

Previous wording

As of September 30, 2025, the Company had total cash and cash equivalents of $765 million, including $3 million of restricted cash and $93 million of cash attributable to the Company's joint venture partners should the Company elect to issue cash dividends.

Current wording

As of March 31, 2026, the Company had total cash and cash equivalents of $682 million, including $2 million of restricted cash and $108 million of cash attributable to the Company's joint venture partners should the Company elect to issue cash dividends.

Previous wording

Cash balances totaling $618 million were located in jurisdictions outside of the United States, of which approximately $205 million is considered permanently reinvested for funding ongoing operations outside of the U.S. If such permanently reinvested funds were repatriated to the U.S., no U.S. federal taxes would be imposed on the distribution of such foreign earnings due to U.S. tax reform enacted in December 2017. However, the Company would be required to accrue additional tax expense primarily related to foreign withholding taxes.

Current wording

Cash balances totaling $618 million were located in jurisdictions outside of the United States, of which approximately $260 million is considered permanently reinvested for funding ongoing operations outside of the U.S. If such permanently reinvested funds were repatriated to the U.S., no U.S. federal taxes would be imposed on the distribution of such foreign earnings due to U.S. tax reform enacted in December 2017. However, the Company would be required to accrue additional tax expense primarily related to foreign withholding taxes.

Previous wording

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. As of September 30, 2025, the Company has purchased 1,505,379 shares at an average price of $116.86.

Current wording

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. During the three months ended March 31, 2026, the Company purchased 329,530 shares at an average price of $91.04 related to this program for a total of $30 million. Decisions regarding future dividends remain at the sole discretion of the Board of Directors and will depend on a range of factors, including general economic conditions, the Company’s financial performance, available liquidity, capital requirements, regulatory considerations, and other relevant matters. These actions reflect the Company’s ongoing commitment to shareholder returns and form an integral part of its broader capital allocation strategy.

Previous wording

During the nine months ended September 30, 2025, cash contributions to the Company's defined benefit plans were $22 million related to its plans. The Company estimates that total cash contributions related to its defined benefit pension plans to be paid during the remainder of 2025 will be $2 million.

Current wording

During the three months ended March 31, 2026, cash contributions to the Company's defined benefit plans were less than $1 million related to its US plan and $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 the remainder of 2026 will be less than $1 million and $5 million, respectively.

Previous wording

During the nine months ended September 30, 2025, the Company paid $11 million related to restructuring activities. Additional discussion regarding the Company's restructuring activities is included in Note 4, "Restructuring." The Company estimates that total cash restructuring payments through 2025 will approximate $20 million.

Current wording

During the three months ended March 31, 2026, the Company paid $7 million related to restructuring activities. Additional discussion regarding the Company's restructuring activities is included in Note 4, "Restructuring." The Company estimates that total cash restructuring payments through 2026 will approximate $20 million.

Previous wording

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 September 30, 2025, the Company has contributed a total of approximately $14 million toward the aggregate investment commitments. These limited partnerships are classified as equity method investments.

Current wording

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, 2026, the Company has contributed a total of approximately $15 million toward the aggregate investment commitments. These limited partnerships are classified as equity method investments.

Previous wording

The Company may be required to make significant cash outlays related to its unrecognized tax benefits, including interest and penalties. As of September 30, 2025, the Company had unrecognized tax benefits, including interest and penalties, that would be expected to result in a cash outlay of $17 million. 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.

Current wording

The Company may be required to make significant cash outlays related to its unrecognized tax benefits, including interest and penalties. As of March 31, 2026, the Company had unrecognized tax benefits, including interest and penalties, that would be expected to result in a cash outlay of $23 million. The Company further expects that it is reasonably possible that the anticipated settlement of an ongoing bilateral Advance Pricing Agreement (“APA”) with the U.S. Internal Revenue Service and the India Tax Authority (“ITA”) could result in payment to the ITA in the range of $10 to $15 million (including interest) by the end of 2026. 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.

Previous wording

Net cash used by investing activities during the nine months ended September 30, 2025 totaled $136 million, representing $12 million of decreased usage as compared to the same period in 2024. This decrease in usage is primarily due to lower capital expenditures of $8 million.

Current wording

Net cash used by investing activities during the three months ended March 31, 2026 totaled $48 million, representing $15 million of increased usage as compared to the same period in 2025. This increase in usage is primarily due to the termination of cross-currency swaps which resulted in a net cash payment of $13 million.

Previous wording

Cash used by financing activities during the nine months ended September 30, 2025 was $52 million, representing a $12 million increase as compared to the same period in 2024. This increase is primarily attributable to increased dividends to non-controlling interests of $20 million and cash dividends paid to shareholders of $8 million, offset by lower share repurchases as compared to 2024 of $13 million.

Current wording

Cash used by financing activities during the three months ended March 31, 2026 was $47 million, representing a $29 million increase as compared to the same period in 2025. This increase is primarily attributable to a cash dividends paid to shareholders of $10 million and higher share repurchases as compared to 2025 of $23 million, partially offset by lower dividends paid to non-controlling interests of $4 million.

Previous wording

•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.

Current wording

•Uncertainties in U.S. or foreign policy regarding trade agreements, tariffs or other international trade policies and any response to such actions by foreign countries.

Previous wording

•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.

Current wording

•Significant and prolonged shortages of, or unrecoverable price increases in, critical components, including but not limited to semiconductors such as DRAM, particularly where such components are sourced from sole or primary suppliers.