Visteon Corp 10-Q for FY2026 Q3
Visteon Corp (VC)
10-Q
2026-10-22
For: 2026-09-30
View Original
Added on
October 22, 2026
About this 10-Q
Visteon Corp filed this 10-Q on October 22, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Visteon reported nine-month 2026 net sales of $2,884 million and Adjusted EBITDA of $266 million, down $116 million, reflecting approximately $77 million of warranty charges and material cost inflation. It authorized $800 million share repurchases through December 31, 2029. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $970M
- up 5.8% from $917M a year earlier
- Net income
- $5M
- compared with a net loss of $11M a year earlier
- Diluted EPS
- $0.19
- compared with -$0.40 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
________________
FORM 10-Q
(Mark One)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 001-15827
(Exact name of registrant as specified in its charter)
| State of | |||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||
Registrant’s telephone number, including area code: (800 )-VISTEON
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No__
Indicate by check mark whether the registrant: has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ü No __
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer," "accelerated filer,” "smaller reporting company" and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ü
As of October 15, 2026, the registrant had outstanding 24,707,936 shares of common stock.
Exhibit index located on page number 48.
1
Visteon Corporation and Subsidiaries
Index
| Page | ||||||||
2
Part I
Financial Information
Item 1.Condensed Consolidated Financial Statements
VISTEON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions except per share amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net sales | $ | $ | $ | $ | |||||||||||||||||||
Cost of sales | ( | ( | ( | ( | |||||||||||||||||||
Gross margin | |||||||||||||||||||||||
Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
Restructuring, net | ( | ( | ( | ||||||||||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Interest income | |||||||||||||||||||||||
Equity in net income (loss) of non-consolidated affiliates | |||||||||||||||||||||||
Other income (expense), net | |||||||||||||||||||||||
Income (loss) before income taxes | |||||||||||||||||||||||
Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
Net income (loss) | ( | ||||||||||||||||||||||
Less: Net (income) loss attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
Net income (loss) attributable to Visteon Corporation | $ | $ | ( | $ | $ | ||||||||||||||||||
Comprehensive income (loss) | $ | $ | ( | $ | $ | ||||||||||||||||||
| Less: Comprehensive (income) loss attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
Comprehensive income (loss) attributable to Visteon Corporation | $ | $ | ( | $ | $ | ||||||||||||||||||
Basic earnings (loss) per share attributable to Visteon Corporation | $ | $ | ( | $ | $ | ||||||||||||||||||
Diluted earnings (loss) per share attributable to Visteon Corporation | $ | $ | ( | $ | $ | ||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
3
VISTEON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
| (Unaudited) | |||||||||||
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| ASSETS | |||||||||||
Cash and equivalents | $ | $ | |||||||||
Restricted cash | |||||||||||
Accounts receivable, net | |||||||||||
Inventories, net | |||||||||||
Other current assets | |||||||||||
Total current assets | |||||||||||
Property and equipment, net | |||||||||||
Intangible assets, net | |||||||||||
Right-of-use assets | |||||||||||
Investments in non-consolidated affiliates | |||||||||||
Deferred tax assets | |||||||||||
Other non-current assets | |||||||||||
Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
Short-term debt | $ | $ | |||||||||
Accounts payable | |||||||||||
Accrued employee liabilities | |||||||||||
Current lease liability | |||||||||||
Other current liabilities | |||||||||||
Total current liabilities | |||||||||||
Long-term debt, net | |||||||||||
Employee benefits | |||||||||||
Non-current lease liability | |||||||||||
Deferred tax liabilities | |||||||||||
Other non-current liabilities | |||||||||||
Stockholders’ equity: | |||||||||||
Preferred stock (par value $ | |||||||||||
Common stock (par value $ | |||||||||||
Additional paid-in capital | |||||||||||
Retained earnings | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock | ( | ( | |||||||||
Total Visteon Corporation stockholders’ equity | |||||||||||
Non-controlling interests | |||||||||||
Total equity | |||||||||||
Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
4
VISTEON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Operating Activities | |||||||||||
Net income (loss) | $ | $ | |||||||||
Adjustments to reconcile net income (loss) to net cash provided from (used by) operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
Non-cash stock-based compensation | |||||||||||
Equity in net loss (income) of non-consolidated affiliates, net of dividends remitted | ( | ( | |||||||||
Tax valuation allowance expense (benefit) | |||||||||||
Other non-cash items | ( | ||||||||||
Changes in assets and liabilities: | |||||||||||
Accounts receivable | ( | ||||||||||
Inventories | ( | ( | |||||||||
Accounts payable | |||||||||||
Other assets and other liabilities | ( | ( | |||||||||
Net cash provided from operating activities | |||||||||||
Investing Activities | |||||||||||
Capital expenditures, including intangibles | ( | ( | |||||||||
| Acquisition of business, net of cash acquired | ( | ( | |||||||||
| Net investment hedge transactions | ( | ||||||||||
| Other | ( | ||||||||||
Net cash used by investing activities | ( | ( | |||||||||
Financing Activities | |||||||||||
| Borrowings from term debt facility | |||||||||||
| Principal repayment of term debt facility | ( | ( | |||||||||
| Borrowings from revolving credit facility | |||||||||||
| Repayment of revolving credit facility | ( | ||||||||||
| Other short-term debt, net | |||||||||||
| Dividends to shareholders | ( | ( | |||||||||
| Dividends to non-controlling interests | ( | ( | |||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Stock-based compensation tax withholding payments | ( | ( | |||||||||
| Proceeds from the exercise of stock options | |||||||||||
| Contingent consideration payments | ( | ||||||||||
| Other | ( | ||||||||||
Net cash used by financing activities | ( | ( | |||||||||
Effect of exchange rate changes on cash | |||||||||||
Net increase (decrease) in cash, equivalents, and restricted cash | ( | ||||||||||
Cash, equivalents, and restricted cash at beginning of the period | |||||||||||
Cash, equivalents, and restricted cash at end of the period | $ | $ | |||||||||
See accompanying notes to the condensed consolidated financial statements.
5
VISTEON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In millions)
(Unaudited)
| Total Visteon Corporation Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Visteon Corporation Stockholders' Equity | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchase | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share repurchase | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share repurchase | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Total Visteon Corporation Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Visteon Corporation Stockholders' Equity | Non-Controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchase | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
See accompanying notes to the condensed consolidated financial statements.
6
VISTEON CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 September 30, 2026 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 collections 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 redeemed $100 million of China bank notes during the nine months ended September 30, 2026.
Credit Loss Allowance: 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 reserve for 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 and $9 million as of September 30, 2026 and December 31, 2025, respectively.
Change in Accounting Principle
Assessing Realizability of U.S. Deferred Tax Assets Accounting Method Change
During the fourth quarter of 2025, the Company changed its accounting method for assessing the realizability of its deferred tax assets and resulting valuation allowance from the incremental cash tax savings method to the tax-law-ordering methodology. The Company has determined that the tax-law-ordering methodology is preferable because it provides greater transparency regarding utilization of existing attributes and prioritizes existing attributes over future attributes.
The change in approach, effective December 31, 2025, has been determined to be a change in accounting principle and the effects of the change have been applied and disclosed retrospectively.
Refer to the section titled Change in Accounting Principle within Note 1 and Note 22 to the Consolidated Financial Statements in our 2025 Annual Report on Form 10-K for further details on our method of accounting for realizability of its deferred tax assets and resulting valuation allowance.
7
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.
In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes outdated guidance on internal-use software costs to reflect current development practices and improve operability. The standard eliminates the project stages model and replaces with a principles-based recognition threshold. The standard also creates a new capitalization criteria that clarifies capitalization when funding is authorized by management and is probable to be completed and used. The adoption of ASU 2025-06 is effective for annual 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.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ("ASU 2025-09"). ASU 2025-09 amends certain aspects of the existing hedge accounting guidance in ASC 815 to more closely align hedge accounting with the economics of an entity's risk management activities. ASU 2025-09 is effective for fiscal years beginning after December 15, 2026 and interim periods therein using prospective adoption. 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 December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities ("ASU 2025-10"). ASU 2025-10 adds guidance on the recognition, measurement and presentation of government grants. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full retrospective adoption. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"). ASU 2025-11 is intended to improve the navigability of guidance in ASC 270, Interim Reporting, and clarify when it applies. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and permits prospective or full retrospective adoption. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
8
NOTE 2. Business Acquisition
On June 5, 2026, Visteon acquired all of the equity shares of a software engineering company focused on functional safety and safety systems architecture for $25 million in cash ("Software Architecture Acquisition") not including contingent consideration of up to $16 million. This additional consideration is to be paid if certain financial and operational milestones are achieved. The Software Architecture Acquisition adds strong capabilities in controller software architecture services to OEMs.
The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:
| (In millions) | |||||
| Cash | $ | ||||
| Escrow | |||||
| Fair value of contingent consideration | |||||
| Total fair value of consideration | $ | ||||
| Assets acquired: | |||||
| Cash | $ | ||||
| Accounts receivable | |||||
| Property and equipment | |||||
| Other current assets | |||||
| Intangible assets | |||||
| Total Assets acquired | $ | ||||
| Liabilities assumed: | |||||
| Other current liabilities | $ | ||||
| Deferred tax liability | |||||
| Total Liabilities assumed | $ | ||||
| Goodwill | $ | ||||
The Software Architecture Acquisition is accounted for as a business combination. The purchase price was recorded on a preliminary basis at estimated fair values, based on management's assessment as of June 5, 2026. These estimates relied on available information, reasonable and supportable assumptions, and when necessary, assistance from a third-party engaged by the Company.
During the measurement period, not to exceed one year from the acquisition date, the Company may adjust estimated or provisional amounts of assets and liabilities if new information is obtained related to facts and circumstances that existed as of the acquisition date. Measurement period adjustments are recorded in the period they are identified. As of September 30, 2026, the preliminary purchase price allocation that are not yet finalized relate to net working capital adjustments, the fair value of intangible assets, and the fair value of contingent consideration which may result in a change in total acquisition consideration.
Fair values for intangible assets were based on the income approach including excess earnings and relief from royalty methods. As of September 30, 2026, the Company recorded intangible assets including a tradename of $1 million and customer-related assets totaling $14 million. These definite-lived intangible assets are being amortized using the straight-line method over their estimated useful lives of 15 years for tradename and 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.
These fair value measurements are classified within Level 3 of the fair value hierarchy.
The Company incurred $1 million in costs related to the Software Architecture Acquisition which are classified as Other income (expense), net on the Company's condensed consolidated statements of comprehensive income within the quarter ended September 30, 2026.
9
The pro forma effects of the Software Architecture Acquisition did not materially impact the Company's reported results for any period presented, and as a result, no unaudited pro forma disclosures are included herein.
On May 21, 2025, Visteon acquired all equity shares of a user experience electronics engineering consulting and consumer research company for cash of $55 million ("UX Acquisition") not including contingent consideration of up to $9 million to be paid if certain financial and operational milestones are achieved.
During the measurement period, not to exceed one year from the acquisition date, the Company may adjust estimated or provisional amounts of assets and liabilities if new information is obtained related to facts and circumstances that existed as of the acquisition date. Measurement period adjustments are recorded in the period they are identified. As of December 31, 2025 adjustments were made based on updated information provided by management. These adjustments resulted in a decrease in the fair value of contingent consideration of $1 million, an increase in tradename of $2 million, an increase in customer-related assets of $1 million, an increase in deferred tax liability of $1 million, and a decrease in goodwill of $3 million when compared to the preliminary allocation. As of March 31, 2026, the Company considered the purchase price allocation complete.
Fair values for intangible assets were based on the income approach including excess earnings and relief from royalty methods. As of December 31, 2025, the Company recorded intangible assets including a tradename of $5 million and customer-related assets totaling $32 million. These definite-lived intangible assets are being amortized using the straight-line method over their estimated useful lives of 20 years for tradename and 16 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.
These fair value measurements are classified within Level 3 of the fair value hierarchy.
The pro forma effects of the UX Acquisition did not materially impact the Company's reported results for any period presented, and as a result, no unaudited pro forma disclosures are included herein.
Contingent consideration shall be remeasured to fair value at each reporting date until the contingencies are resolved. The changes in fair value shall be recognized in earnings. No changes in fair value were recognized during the nine months ended September 30, 2026. The Company paid $13 million of contingent consideration during the nine months ended September 30, 2026 related to an acquisition occurring during the annual period of 2024 and the UX Acquisition.
10
NOTE 3. Non-Consolidated Affiliates
Investments in Affiliates
The Company's investments in non-consolidated equity method affiliates include the following:
| September 30, | December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
Yanfeng Visteon Investment Co., Ltd. ("YFVIC") (50%) | $ | $ | |||||||||
| Limited partnerships | |||||||||||
Other | |||||||||||
Total investments in non-consolidated affiliates | $ | $ | |||||||||
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 Yanfeng 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 accounts receivable and accounts payable with YFVIC consist of the following:
| September 30, | December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Receivables due from YFVIC, net | $ | $ | |||||||||
Payables due to YFVIC, net | $ | $ | |||||||||
As of September 30, 2026, the Company's share of YFVIC reported losses was 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 September 30, 2026, the total suspended loss attributable to YFVIC was $5 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 September 30, 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.
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 nine months ended September 30, 2026 and 2025, the Company recorded $17 million and $4 million, respectively, of net restructuring expense. These expenses are primarily related to employee severance.
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Current restructuring actions include the following:
•In 2026, the Company has approved and began to execute on restructuring actions designed to rebalance resources and better align talent with areas of business growth while improving operational efficiencies. As of September 30, 2026, the Company has $9 million accrued related to these actions and payments related to these programs are expected to be complete by the end of 2028.
•The Company has analyzed and approved various global restructuring programs impacting manufacturing and engineering facilities, as well as administrative functions to improve efficiency and further rationalize the Company’s footprint. As of September 30, 2026, $9 million remains accrued for the program and payments related to this program are expected to be complete by the end of 2027.
•As of September 30, 2026, 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 $3 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 2028. The Company’s condensed consolidated restructuring reserves are shown as Other liabilities as detailed in Note 8, "Other Liabilities".
| (In millions) | |||||||||||||||||
| December 31, 2025 | $ | ||||||||||||||||
| Expense, net | |||||||||||||||||
| Foreign currency | ( | ||||||||||||||||
| Payments | ( | ||||||||||||||||
| March 31, 2026 | $ | ||||||||||||||||
| Expense, net | ( | ||||||||||||||||
| Payments | ( | ||||||||||||||||
| June 30, 2026 | $ | ||||||||||||||||
| Payments | ( | ||||||||||||||||
| September 30, 2026 | $ | ||||||||||||||||
NOTE 5. Inventories
Inventories, net consist of the following components:
| September 30, | December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
Raw materials | $ | $ | |||||||||
Work-in-process | |||||||||||
Finished products | |||||||||||
| $ | $ | ||||||||||
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NOTE 6. Goodwill and Other Intangible Assets
Intangible assets, net are comprised of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | Estimated Weighted Average Useful Life (years) | Gross Intangibles | Accumulated Amortization | Net Intangibles | Gross Intangibles | Accumulated Amortization | Net Intangibles | ||||||||||||||||||||||||||||||||||
| Definite-Lived: | |||||||||||||||||||||||||||||||||||||||||
| Customer related | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Capitalized software development | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Tradenames | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Subtotal | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Indefinite-Lived: | |||||||||||||||||||||||||||||||||||||||||
| Goodwill | — | — | |||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
The Company also owns developed technology assets which have a net balance of less than $1 million as of September 30, 2026 and December 31, 2025.
Capitalized software development consists of software development costs intended for integration into customer products.
Goodwill activity as of September 30, 2026 consisted of the following:
| (In millions) | |||||
| December 31, 2025 | $ | ||||
| Foreign currency | ( | ||||
| March 31, 2026 | $ | ||||
| Acquisition of business | |||||
| Foreign currency | |||||
| June 30, 2026 | $ | ||||
| Acquisition measurement period adjustment | ( | ||||
| Foreign currency | ( | ||||
| September 30, 2026 | $ | ||||
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NOTE 7. Other Assets
Other current assets are comprised of the following components:
| September 30, | December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
Recoverable taxes | $ | $ | |||||||||
Contractually reimbursable engineering costs | |||||||||||
Prepaid assets and deposits | |||||||||||
Joint venture receivables | |||||||||||
| Contractual payments | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
Other non-current assets are comprised of the following components:
| September 30, | December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Contractual payments | $ | $ | |||||||||
| Vendor consideration receivable | |||||||||||
| Contractually reimbursable engineering costs | |||||||||||
| Derivative financial instruments | |||||||||||
| Recoverable taxes | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
Contractual payments represent certain amounts associated with commercial arrangements that are capitalized and subsequently recognized over the period to which they relate.
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 $6 million during the remainder of 2026, $25 million in 2027, $4 million in 2028, $5 million in 2029, and $4 million in 2030 and beyond.
14
NOTE 8. Other Liabilities
Other current liabilities are summarized as follows:
| September 30, | December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
Product warranty and recall accruals | $ | $ | |||||||||
Deferred income | |||||||||||
Non-income taxes payable | |||||||||||
| Contractual liabilities | |||||||||||
Royalty reserves | |||||||||||
Restructuring reserves | |||||||||||
Income taxes payable | |||||||||||
Joint venture payable | |||||||||||
Dividends payable | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
Other non-current liabilities are summarized as follows:
| September 30, | December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
Product warranty and recall accruals | $ | $ | |||||||||
| Contractual liabilities | |||||||||||
| Deferred vendor consideration | |||||||||||
Deferred income | |||||||||||
Income tax reserves | |||||||||||
| Restructuring reserves | |||||||||||
Derivative financial instruments | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
Deferred vendor consideration represents amounts from vendors associated with commercial arrangements that are recognized over the period to which they relate.
15
NOTE 9. Debt
The Company’s debt consists of the following:
| September 30, | December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Short-Term Debt: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Short-term borrowings | |||||||||||
| Total Short-term debt | $ | $ | |||||||||
| Long-Term Debt: | |||||||||||
| Term debt facility, net | $ | $ | |||||||||
| Revolving credit facility | |||||||||||
| Total Long-term debt | $ | $ | |||||||||
On April 27, 2026, the Company entered into an amended and restated Credit Agreement which included a $300 million Term Loan A Facility and a $400 million Revolving Credit Facility. The amendment, among other things, changed the Credit Agreement principal borrowing balance, amended certain affirmative and negative covenants, applicable interest rate margins, and extended the Credit Agreement maturity date to April 27, 2031.
The Company evaluated the amended debt arrangement in accordance with ASC 470-50, Debt—Modifications and Extinguishments. Because the Company's borrowings are held by a syndicate of lenders, the accounting assessment was performed on a lender-by-lender basis.
Based on the quantitative and qualitative analyses performed, the Company concluded that the amendment represented a modification of existing debt with respect to lenders that continued participation in the amended facility and for which the change in cash flows did not meet the extinguishment criteria. For these lenders, existing unamortized debt issuance costs and discounts continue to be amortized over the remaining term of the amended debt. For lenders whose participation in the amended facility resulted in substantially different terms or which were replaced by new lenders, the amendment was accounted for as an extinguishment of the original debt and issuance of new debt.
As a result of the analysis, the Company has recognized $2 million in debt amendment fees recorded in Other income (expense), net for the nine months ended September 30, 2026. The Company has deferred costs of $2 million and $1 million as a result of this analysis, which are recorded in Other non-current assets as these associated with the Revolving Credit Facility and Long-term debt, net which associated with the Term Loan A Facility, 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 third quarter of 2026.
As of September 30, 2026, the Company has $8 million of other short-term borrowing at the Company's subsidiaries. The Company's subsidiaries have access to $182 million of capacity under short-term credit facilities.
Long-Term Debt
The Company has $26 million of outstanding borrowings on the Revolving Credit Facility as of September 30, 2026. The Company borrowed on revolving loans available under the Revolving Credit Facility to increase its cash position and maximize its flexibility. The Company may borrow and repay on the Revolving Credit Facility at any time until maturity.
The Company had no outstanding borrowings on the Revolving Credit Facility as of December 31, 2025.
Interest on the Term Facility loans and Revolving Credit Facility accrues 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
16
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 3.00 :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 $40 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 principal 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
17
NOTE 10. Employee Benefit Plans
The Company's net periodic benefit costs for all defined benefit plans for the three month periods ended September 30, 2026 and 2025 were as follows:
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Costs Recognized in Income: | |||||||||||||||||||||||
Pension service (cost): | |||||||||||||||||||||||
Service cost | $ | $ | $ | ( | $ | ( | |||||||||||||||||
Pension financing benefits (cost): | |||||||||||||||||||||||
Interest cost | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Expected return on plan assets | |||||||||||||||||||||||
| Total pension financing benefits: | — | — | |||||||||||||||||||||
| Net pension benefit (cost) | $ | $ | $ | ( | $ | ( | |||||||||||||||||
The Company's net periodic benefit costs for all defined benefit plans for the nine month periods ended September 30, 2026 and 2025 were as follows:
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Costs Recognized in Income: | |||||||||||||||||||||||
Pension service (cost): | |||||||||||||||||||||||
Service cost | $ | $ | $ | ( | $ | ( | |||||||||||||||||
Pension financing benefits (cost): | |||||||||||||||||||||||
Interest cost | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Expected return on plan assets | |||||||||||||||||||||||
| Total pension financing benefits: | — | ||||||||||||||||||||||
| Net pension benefit (cost) | $ | $ | $ | — | $ | ( | |||||||||||||||||
Pension financing benefits are classified as Other income (expense), net on the Company's condensed consolidated statements of comprehensive income.
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NOTE 11. Income Taxes
The Company accounts for income taxes in interim periods using an estimated annual effective tax rate (“AETR”) applied to year‑to‑date income before income taxes, excluding equity in net income of unconsolidated affiliates for jurisdictions not subject to a valuation allowance. The AETR is based on the Company’s current estimate of full‑year results and reflects statutory tax rates, permanent differences, and tax credits expected to be realized. In determining the AETR, the Company excludes the effects of temporary differences and their anticipated reversals. However, permanent tax effects that are expected to arise from temporary differences, such as limitations on the utilization of tax credits or deductions and other structural impacts that are expected to persist through the end of the fiscal year, are included in the AETR. The AETR is reassessed each reporting period to reflect changes in facts and circumstances, including changes in earnings projections, tax laws, and the geographic mix of income. The income tax effects of significant unusual or infrequently occurring items are excluded from the AETR and recognized discretely in the interim period in which they occur.
The Company recorded an income tax provision of $1 million and $43 million for the three and nine months ended September 30, 2026, respectively, resulting in effective tax rates of 14% and 33%, respectively. The effective tax rate for both periods was primarily impacted by withholding taxes on certain intercompany and third-party transactions, including taxes associated with foreign earnings expected to be repatriated, valuation allowances maintained in certain jurisdictions, and limitations on the utilization of certain foreign tax credits and research credits. These impacts were partially offset by earnings generated in jurisdictions with tax rates lower than the U.S. federal statutory rate.
During the first quarter of 2026, the Company recorded discrete income tax expense of $2 million, primarily related to tax shortfalls recognized upon the vesting of share-based compensation awards.
During the second quarter of 2026, the Company recorded net discrete income tax expense of $5 million. The expense primarily related to the resolution of a tax audit in Tunisia and the settlement of a bilateral advance pricing arrangement between the United States and India. These items were partially offset by a discrete tax benefit associated with the recognition of research tax credits in Portugal.
During the third quarter of 2026, discrete income tax expense associated with additional state valuation allowances resulting from changes in state tax law was offset primarily by discrete income tax benefits related to tax return filings, resulting in no net discrete tax impact for the quarter.
The Company’s forecasted AETR differs from the U.S. federal statutory rate primarily due to foreign statutory tax rates that differ from the U.S. rate, U.S. taxation of foreign earnings, permanent differences between financial reporting and tax bases for certain items (including the Foreign‑Derived Deduction Eligible Income (“FDDEI”) deduction and limitations on the deductibility of executive compensation), and the partial expected utilization of current‑year foreign tax credits and research credits. In the United States, the Company continues to maintain valuation allowances primarily against foreign tax credit carryforwards, substantially all research credit carryforwards, and certain state net operating loss carryforwards, as the Company has generated, and expects to continue to generate, foreign tax credits.
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NOTE 12. Stockholders’ Equity and Non-controlling Interests
Non-Controlling Interests
The Company's non-controlling interests are as follows:
| September 30, | December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Shanghai Visteon Automotive Electronics, Co., Ltd. | $ | $ | |||||||||
| Yanfeng Visteon Automotive Electronics Co., Ltd. | |||||||||||
Changchun Visteon FAWAY Automotive Electronics, Co., Ltd. | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
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Accumulated Other Comprehensive Income (Loss)
Changes in Accumulated other comprehensive income (loss) (“AOCI”) and reclassifications out of AOCI by component include:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Changes in AOCI: | |||||||||||||||||||||||
Beginning balance | $ | ( | ( | ( | $ | ( | |||||||||||||||||
Other comprehensive income (loss) before reclassification, net of tax | ( | ( | ( | ||||||||||||||||||||
Amounts reclassified from AOCI | |||||||||||||||||||||||
Ending balance | ( | ( | ( | ( | |||||||||||||||||||
Changes in AOCI by Component: | |||||||||||||||||||||||
Foreign currency translation adjustments | |||||||||||||||||||||||
Beginning balance | $ | ( | $ | ( | ( | $ | ( | ||||||||||||||||
Other comprehensive income (loss) before reclassification, net of tax | ( | ( | ( | ||||||||||||||||||||
Ending balance | ( | ( | ( | ( | |||||||||||||||||||
Net investment hedge | |||||||||||||||||||||||
Beginning balance | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassification, net of tax | ( | ( | ( | ||||||||||||||||||||
Ending balance | |||||||||||||||||||||||
Benefit plans | |||||||||||||||||||||||
Beginning balance | ( | ( | ( | ( | |||||||||||||||||||
| Amounts reclassified from AOCI | ( | ( | ( | ||||||||||||||||||||
Ending balance | ( | ( | ( | ( | |||||||||||||||||||
Unrealized hedging gain (loss) | |||||||||||||||||||||||
Beginning balance | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassification, net of tax | ( | ( | |||||||||||||||||||||
| Amounts reclassified from AOCI | |||||||||||||||||||||||
Ending balance | |||||||||||||||||||||||
AOCI ending balance | $ | ( | ( | ( | ( | ||||||||||||||||||
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.
On June 25, 2026, the Company's board of directors authorized an additional share repurchase program of $800 million of common stock through December 31, 2029.
Under these programs, the Company, based on capital allocation, repurchased shares at the prevailing market prices pursuant to specified share price and daily volume limits. During the three months ended September 30, 2026, the Company purchased no open market shares related to this program. During the nine months ended, September 30, 2026, the Company purchased 394,124 shares at an average price of $91.65 related to this program for a total of $36 million.
On July 23, 2026, the Company entered into an accelerated share repurchase agreement with Bank of America, N.A. to repurchase $200 million of its common stock pursuant to both share repurchase programs. The Company exhausted the
21
remainder of the $300 million share repurchase authorization from 2023. The final number of shares repurchased are based on the volume-weighted average price of the Company's common stock over the term of the agreement. The share repurchase agreement concluded during the nine months ended September 30, 2026, resulting in a total amount of 1,996,589 shares repurchased at an average cost of $100.17 per share, for a total of $200 million.
Excise taxes incurred due to purchases under these programs totaled over $1 million for the nine months ended September 30, 2026.
Dividends
On February 18, 2026, the Company’s Board of Directors approved and declared a cash dividend of $0.375 per share on its common stock, for a total quarterly cash dividend of $10 million. The dividend was paid on March 16, 2026 to shareholders of record as of the close of business on March 2, 2026.
On May 18, 2026, the Company’s Board of Directors approved and declared a cash dividend of $0.375 per share on its common stock, for a total quarterly cash dividend of $10 million. The dividend was paid on June 5, 2026 to shareholders of record as of the close of business on June 1, 2026.
On August 17, 2026, the Company’s Board of Directors approved and declared a cash dividend of $0.375 per share on its common stock, for a total quarterly cash dividend of $9 million. The dividend was paid on September 15, 2026 to shareholders of record as of the close of business on September 1, 2026.
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 attributable to Visteon 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Numerator: | |||||||||||||||||||||||
Net income (loss) attributable to Visteon | $ | $ | ( | $ | $ | ||||||||||||||||||
Denominator: | |||||||||||||||||||||||
Average common stock outstanding - basic | |||||||||||||||||||||||
Dilutive effect of performance based share units and other1 | |||||||||||||||||||||||
Diluted shares | |||||||||||||||||||||||
Basic and Diluted Per Share Data: | |||||||||||||||||||||||
Basic earnings (loss) per share attributable to Visteon | $ | $ | ( | $ | $ | ||||||||||||||||||
Diluted earnings (loss) per share attributable to Visteon | $ | $ | ( | $ | $ | ||||||||||||||||||
1Performance based share units of approximately 577,000 were excluded from the calculation of diluted loss per share because the effect of inclusion would have been anti-dilutive for the three months ended September 30, 2025. | |||||||||||||||||||||||
22
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 be 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 December 31, 2025, 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 December 31, 2025. The fair value of these derivatives was a non-current liability of $16 million as of December 31, 2025. During the nine months ended September 30, 2026, the Company terminated existing cross-currency swaps and paid $13 million upon settlement.
Subsequent to termination, and during the nine months ended September 30, 2026, the Company executed cross-currency swap transactions with aggregate notional amounts of $210 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 September 30, 2026. The fair value of these derivatives was a non-current liability of $6 million as of September 30, 2026. As of September 30, 2026, a loss of $3 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 December 31, 2025, the Company had interest rate swaps with aggregate notional amounts of $250 million. The fair value of these derivatives was a non-current asset of $2 million as of December 31, 2025. During the nine months ended September 30, 2026, the Company terminated these interest rate swaps and received $3 million upon settlement.
23
Subsequent to termination, and during the nine months ended September 30, 2026, the Company executed interest rate swaps with aggregate notional amounts of $250 million. The fair value of these derivatives is a non-current asset of $10 million as of September 30, 2026. As of September 30, 2026, a gain of approximately less than $1 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 and nine months ended September 30, 2026 and 2025 are as follows:
| Recorded Income (Loss) into AOCI, net of tax | Reclassified from AOCI into Income (Loss) | ||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
Interest rate risk - Interest expense, net: | |||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
Net investment hedges | ( | ||||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
Interest rate risk - Interest expense, net: | |||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
Net investment hedges | ( | ( | |||||||||||||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
Items Not Carried at Fair Value
The Company's fair value of debt was $333 million and $304 million as of September 30, 2026 and December 31, 2025, 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 is as follows:
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Ford Motor Company | % | % | |||||||||
Volkswagen | % | % | |||||||||
NOTE 15. Commitments and Contingencies
Litigation and Claims
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.
24
The Company maintained accruals of $6 million for claims aggregating $47 million in Brazil as of September 30, 2026. 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.
The Company is contesting an approximately $52 million assessment by the Brazilian tax authorities related to the application of reduced PIS/COFINS tax rates for certain operations in the Manaus Free Trade Zone. While an unfavorable outcome is reasonably possible, the Company believes its tax treatment is appropriate and is defending its position and accordingly has not recorded an accrual for this matter as of September 30, 2026.
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. During the nine months ended September 30, 2026 the Company recorded $117 million of warranty expense, including approximately $77 million related to two distinct warranty matters, which were recorded during the three months ended September 30, 2026. Based on information currently available, it is reasonably possible the Company could incur additional warranty charges of up to $20 million in excess of the amount accrued for one of the matters. The Company can provide no assurances that it will not experience an adjustment to this, or other 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:
| Nine Months Ended September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Beginning balance | $ | $ | |||||||||
| Provisions | |||||||||||
Changes in estimates | ( | ||||||||||
| Currency/other | ( | ||||||||||
| Settlements | ( | ( | |||||||||
| Ending balance | $ | $ | |||||||||
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 September 30, 2026 and that are in excess of established reserves. The Company does not reasonably expect, except as otherwise described herein, based on its analysis,
25
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 evaluate 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 September 30, 2026 and 2025 is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Net sales | $ | $ | $ | ||||||||||||||||||||
Significant expenses: | |||||||||||||||||||||||
| Other cost of sales | |||||||||||||||||||||||
| Other selling, general and administrative | |||||||||||||||||||||||
| Gross engineering costs | |||||||||||||||||||||||
| Engineering recoveries | ( | ( | ( | ( | |||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||
Non-cash stock-based compensation | |||||||||||||||||||||||
| Restructuring, net | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Equity in net loss (income) of non-consolidated affiliates | ( | ( | ( | ( | |||||||||||||||||||
| Other (income) loss, net | ( | ( | ( | ( | |||||||||||||||||||
Provision for (benefit from) income taxes | |||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
Less: Net (income) loss attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
Net income (loss) attributable to Visteon Corporation | $ | $ | ( | $ | $ | ||||||||||||||||||
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.
26
Financial Information by Geographic Region and Product Lines
Disaggregated net sales by geographical market and product lines are as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Geographical Markets | |||||||||||||||||||||||
| Europe | $ | $ | $ | $ | |||||||||||||||||||
| Americas | |||||||||||||||||||||||
| China Domestic | |||||||||||||||||||||||
China Export 1 | |||||||||||||||||||||||
| Other Asia-Pacific | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
1 Prior‑period intercompany eliminations have been reclassified into China Export sales to conform with disclosure requirements. The Company concluded that this reclassification was not material to the prior period. | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Product Lines | |||||||||||||||||||||||
| Instrument clusters | $ | $ | $ | $ | |||||||||||||||||||
| Information displays | |||||||||||||||||||||||
| Infotainment | |||||||||||||||||||||||
| Cockpit domain controller | |||||||||||||||||||||||
| Body and electrification electronics | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations, financial condition, and cash flows of Visteon Corporation (“Visteon” or the “Company”). MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on February 19, 2026 and the financial statements and accompanying notes to the financial statements included elsewhere herein.
Executive Summary
Strategic Priorities
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 technology market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digital, incorporates increased connectivity through onboard computing, software and cloud-enabled features, and includes more advanced safety and Artificial Intelligence ("AI") features.
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, AI and voice enabled. The Company's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry.
•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 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 June 2026, the Company reinforced its commitment to shareholder returns by authorizing a new $800 million share repurchase program extending through 2029. Since 2023, the Company has returned approximately $500 million to shareholders through a combination of share repurchases and cash dividends through the third quarter of 2026.
Financial Results
The pie charts below highlight the net sales breakdown for Visteon for the three and nine months ended September 30, 2026.
Three Months Ended September 30, 2026
28
Nine Months Ended September 30, 2026
*Regional net sales are based on the geographic region where sales originate and not where customer is located (excludes inter-regional eliminations).
Global Automotive Market Conditions and Production Levels
Global light‑vehicle production decreased by approximately 2% in the third quarter of 2026 compared to 2025, based on October 2026 Mobility Global, Inc. data, with production volumes for the Company’s key customers declining by approximately 5%. In the Americas, industry production decreased by approximately 3%, with production volumes at the Company’s major customers declining by approximately 4%. Retail demand remained relatively resilient, with U.S. seasonally adjusted retail sales averaging above 16 million units. This reflected continued consumer demand for internal‑combustion and hybrid vehicles, partially offset by a decline in electric‑vehicle (“EV”) purchases following the expiration of federal EV tax credits. In Europe, industry production increased approximately 1% compared to the prior year, while production volumes at the Company’s largest European customers increased by approximately 3%. In China, production volumes declined by approximately 6%, with production at the Company’s key customers declining by approximately 17%.
Looking ahead, Mobility Global, Inc. expects global light-vehicle production to decrease by approximately 2% in 2026 compared to 2025, with production volumes for the Company’s key customers anticipated to decline by approximately 4%. The ongoing conflict in the Middle East may further decrease production, though the magnitude of the decrease is uncertain. Memory chip market conditions are creating cost pressures and have the potential to affect industry production volumes, as memory supplier capacity is increasingly allocated to support growth in data center infrastructure. The impact of tariffs on the automotive industry remains uncertain, with the potential to increase production costs and weigh on future vehicle volumes; however, the effects have been minimal to date.
The extent to which these factors affect future financial performance will depend on the evolution of tariff policies, customer production schedules, supply chain conditions, customer market share shifts, and the pace of EV adoption.
29
Results of Operations - Three Months Ended September 30, 2026 and 2025
The Company's consolidated results of operations for the three months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, | |||||||||||||||||
| (In millions) | 2026 | 2025 | Change | ||||||||||||||
| Net sales | $ | 970 | $ | 917 | $ | 53 | |||||||||||
| Cost of sales | (923) | (786) | (137) | ||||||||||||||
| Gross margin | 47 | 131 | (84) | ||||||||||||||
| Selling, general and administrative expenses | (46) | (53) | 7 | ||||||||||||||
| Restructuring, net | — | (3) | 3 | ||||||||||||||
| Interest income, net | (1) | 3 | (4) | ||||||||||||||
| Equity in net income (loss) of non-consolidated affiliates | 4 | 1 | 3 | ||||||||||||||
| Other income (expense), net | 3 | 2 | 1 | ||||||||||||||
Provision for income taxes2 | (1) | (90) | 89 | ||||||||||||||
Net income (loss)2 | 6 | (9) | 15 | ||||||||||||||
| Less: Net (income) loss attributable to non-controlling interests | (1) | (2) | 1 | ||||||||||||||
Net income (loss) attributable to Visteon Corporation2 | $ | 5 | $ | (11) | $ | 16 | |||||||||||
Adjusted EBITDA1 | $ | 46 | $ | 119 | $ | (73) | |||||||||||
1 Adjusted EBITDA is a Non-GAAP financial measure, as further discussed below. | |||||||||||||||||
2Amounts 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.” of the Annual Report on Form 10-K for the year ended December 31, 2025. | |||||||||||||||||
Net Sales, Cost of Sales and Gross Margin
| (In millions) | Net Sales | Cost of Sales | Gross Margin | |||||||||||||||||
| Three months ended September 30, 2025 | 917 | $ | (786) | $ | 131 | |||||||||||||||
| Volume, mix, and net new business | 57 | (48) | 9 | |||||||||||||||||
| Currency | (3) | (2) | (5) | |||||||||||||||||
| Customer pricing | 5 | — | 5 | |||||||||||||||||
| Engineering costs, net * | — | 2 | 2 | |||||||||||||||||
| Cost performance, design changes and other | (6) | (89) | (95) | |||||||||||||||||
| Three months ended September 30, 2026 | 970 | (923) | $ | 47 | ||||||||||||||||
| *Excludes the impact of currency. | ||||||||||||||||||||
Net sales for the three months ended September 30, 2026 totaled $970 million, representing an increase of $53 million compared with the same period of 2025. Volumes and net new business increased net sales by $57 million. Customer pricing increased net sales by $5 million as a result of higher customer recoveries due to elevated semiconductor cost and partially offset by annual price reductions. Unfavorable currency decreased net sales by $3 million, primarily attributable to the Indian rupee, Japanese yen, and euro, partially offset by the Chinese renminbi and Brazilian real. Other cost performance, design changes and other net sales decreased by $6 million, primarily due to the non-recurrence of one-time items, partially offset by sales from the recently acquired engineering services companies.
Cost of sales increased by $137 million for the three months ended September 30, 2026 compared with the same period in 2025. Volume, mix and net new business increased cost of sales by $48 million. Net engineering costs, excluding currency, decreased cost of sales by $2 million due to the timing of project costs. Foreign currency increased cost of sales by $2 million, primarily attributable to the Chinese renminbi, Mexican peso, and Brazilian real partially offset by the Indian rupee and Japanese yen. Cost performance, design changes and other increased cost of sales by $89 million, primarily reflecting $77 million associated with two distinct warranty charges as well as material cost inflation, partially offset by operational efficiencies.
30
A summary of net engineering costs is shown below:
| Three Months Ended September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Gross engineering costs | $ | (83) | $ | (90) | |||||||
| Engineering recoveries | 28 | 32 | |||||||||
| Engineering costs, net | $ | (55) | $ | (58) | |||||||
Gross engineering costs relate to forward model program development, advanced engineering activities and services. Net engineering costs were $55 million and $58 million for the three months ended September 30, 2026 and 2025, respectively. The decrease is primarily due to timing of project spend and favorable foreign currency, primarily the Indian rupee, partially offset by lower recoveries.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses were $46 million and $53 million, during the three months ended September 30, 2026 and 2025, respectively. The decrease in expenses during the third quarter is primarily related to lower incentive compensation expense.
Restructuring, net
During the three months ended September 30, 2026, the Company recorded no restructuring expense and made payments related to accrued programs in the amount of $3 million.
Interest, Net
Interest, net for the three months ended September 30, 2026 and 2025 was an expense of $1 million and income of $3 million, respectively. The change was primarily driven by lower interest income resulting from reduced cash balances, reflecting our capital allocation deployment, including share repurchases and shareholder dividends.
Equity in Net Income of Non-Consolidated Affiliates
Equity in net income of non-consolidated affiliates was income of $4 million and $1 million during the three months ended September 30, 2026 and 2025, respectively.
Other Income (Expense), Net
Other income, net was $3 million and $2 million for the three months ended September 30, 2026 and 2025, respectively, and consisted primarily of net pension financing benefits.
Income Taxes
The Company's provision for income taxes was $1 million for the three months ended September 30, 2026, compared with $90 million for the same period in 2025. The decrease in income tax expense was primarily attributable to the non-recurrence of a $60 million U.S. valuation allowance expense recorded in the third quarter of 2025 following an update to the Company’s tax attribute utilization model reflecting newly enacted U.S. tax legislation, as well as lower pretax income in the current-year period.
The effective tax rate was 14% for the three months ended September 30, 2026, compared with 111% for the same period in 2025. The decrease in the effective tax rate was primarily attributable to non-recurrence of the U.S. valuation allowance expense recognized in the prior-year period and a favorable change in the forecasted annual effective tax rate, primarily reflecting a lower estimated U.S. effective tax rate and changes in the mix of jurisdictional earnings.
31
Adjusted EBITDA1
The Company defines Adjusted EBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.
Adjusted EBITDA1 is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA1 may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA1 is not a recognized term under U.S. generally accepted accounting principles ("GAAP") and does not purport to be a substitute for net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. Adjusted EBITDA1 has limitations as an analytical tool and is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The Company uses Adjusted EBITDA1 as a factor in incentive compensation decisions and to evaluate the effectiveness of the Company's business strategies. In addition, the Company's credit agreements use measures similar to Adjusted EBITDA1 to measure compliance with certain covenants.
The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA1 for the three months ended September 30, 2026 and 2025, is as follows:
| Three Months Ended September 30, | |||||||||||||||||
| (In millions) | 2026 | 2025 | Change | ||||||||||||||
Net income (loss) attributable to Visteon Corporation2 | $ | 5 | $ | (11) | $ | 16 | |||||||||||
| Depreciation and amortization | 31 | 28 | 3 | ||||||||||||||
| Non-cash, stock-based compensation expense | 11 | 11 | — | ||||||||||||||
Provision for (benefit from) income taxes2 | 1 | 90 | (89) | ||||||||||||||
| Restructuring, net | — | 3 | (3) | ||||||||||||||
| Interest (income) expense, net | 1 | (3) | 4 | ||||||||||||||
| Net income (loss) attributable to non-controlling interests | 1 | 2 | (1) | ||||||||||||||
| Equity in net (income) loss of non-consolidated affiliates | (4) | (1) | (3) | ||||||||||||||
| Other | — | — | — | ||||||||||||||
Adjusted EBITDA1 | $ | 46 | $ | 119 | $ | (73) | |||||||||||
1 Adjusted EBITDA is a Non-GAAP financial measure, as further discussed 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.” of the Annual Report on Form 10-K for the year ended December 31, 2025. | |||||||||||||||||
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Adjusted EBITDA1 was $46 million for the three months ended September 30, 2026 representing a decrease of $73 million compared with the same period of 2025. Higher volumes increased Adjusted EBITDA1 by $9 million. Foreign currency decreased Adjusted EBITDA1 by $5 million, primarily attributable to the Indian rupee, Mexican peso, and Japanese yen, partially offset by the Brazilian real. Net engineering costs, excluding currency, increased Adjusted EBITDA1 by $3 million. Customer pricing increased Adjusted EBITDA by $5 million as a result of customer recoveries partially offset by annual price reductions. Two distinct warranty related charges of approximately $77 million, material cost inflation, and the non-recurrence of one-time items, partially offset by operational efficiencies, decreased Adjusted EBITDA1 by $85 million.
Results of Operations - Three Months Ended September 30, 2025 and 2024
During the fourth quarter of 2025, the Company elected to change its accounting method for assessing the realizability of U.S. deferred tax assets from the incremental cash tax savings method to the tax‑law‑ordering method. This change is further described in Note 1, "Summary of Significant Accounting Policies", to the consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2025, as filed on February 19, 2026, with the SEC. The discussion presented below addresses only those sections with relevant updates resulting from the change in accounting principle.
The Company's consolidated results of operations for the three months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended September 30, | |||||||||||||||||
| (In millions) | 2025 | 2024 | Change | ||||||||||||||
| Net sales | $ | 917 | $ | 980 | $ | (63) | |||||||||||
| Cost of sales | (786) | (849) | 63 | ||||||||||||||
| Gross margin | 131 | 131 | — | ||||||||||||||
| Selling, general and administrative expenses | (53) | (51) | (2) | ||||||||||||||
| Restructuring, net | (3) | (28) | 25 | ||||||||||||||
| Interest income, net | 3 | — | 3 | ||||||||||||||
| Equity in net income (loss) of non-consolidated affiliates | 1 | (3) | 4 | ||||||||||||||
| Other income (expense), net | 2 | 2 | — | ||||||||||||||
Provision for income taxes2 | (90) | (10) | (80) | ||||||||||||||
Net income (loss)2 | (9) | 41 | (50) | ||||||||||||||
| Less: Net (income) loss attributable to non-controlling interests | (2) | (1) | (1) | ||||||||||||||
Net income (loss) attributable to Visteon Corporation2 | $ | (11) | $ | 40 | $ | (51) | |||||||||||
Adjusted EBITDA1 | $ | 119 | $ | 119 | $ | — | |||||||||||
1 Adjusted EBITDA is a Non-GAAP financial measure, as further discussed 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.” of the Annual Report on Form 10-K for the year ended December 31, 2025. | |||||||||||||||||
The Company's provision for income taxes of $90 million for the three months ended September 30, 2025 represents an increase of $80 million compared with $10 million in the same period of 2024. The increase in tax expense reflects a higher forecasted effective tax rate, primarily driven by shifts in the geographic mix of earnings, jurisdictional tax rate differences, and increased withholding taxes due primarily to unfavorable exchange movements.
The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA1 for the three months ended September 30, 2025 and 2024, is as follows:
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| Three Months Ended September 30, | |||||||||||||||||
| (In millions) | 2025 | 2024 | Change | ||||||||||||||
Net income (loss) attributable to Visteon Corporation2 | $ | (11) | $ | 40 | $ | (51) | |||||||||||
| Depreciation and amortization | 28 | 25 | 3 | ||||||||||||||
| Non-cash, stock-based compensation expense | 11 | 10 | 1 | ||||||||||||||
Provision for income taxes2 | 90 | 10 | 80 | ||||||||||||||
| Restructuring, net | 3 | 28 | (25) | ||||||||||||||
| Interest, net | (3) | — | (3) | ||||||||||||||
| Net income attributable to non-controlling interests | 2 | 1 | 1 | ||||||||||||||
| Equity in net (income) loss of non-consolidated affiliates | (1) | 3 | (4) | ||||||||||||||
| Other | — | 2 | (2) | ||||||||||||||
Adjusted EBITDA1 | $ | 119 | $ | 119 | $ | — | |||||||||||
1Adjusted EBITDA is a Non-GAAP financial measure, as defined above. | |||||||||||||||||
2Amounts 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.” | |||||||||||||||||
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Results of Operations - Nine Months Ended September 30, 2026 and 2025
The Company's consolidated results of operations for the nine months ended September 30, 2026 and 2025 were as follows:
| Nine Months Ended September 30, | |||||||||||||||||
| (In millions) | 2026 | 2025 | Change | ||||||||||||||
| Net sales | $ | 2,884 | $ | 2,820 | $ | 64 | |||||||||||
| Cost of sales | (2,606) | (2,410) | (196) | ||||||||||||||
| Gross margin | 278 | 410 | (132) | ||||||||||||||
| Selling, general and administrative expenses | (146) | (148) | 2 | ||||||||||||||
| Restructuring, net | (17) | (4) | (13) | ||||||||||||||
| Interest income, net | 4 | 6 | (2) | ||||||||||||||
| Equity in net income (loss) of non-consolidated affiliates | 8 | 5 | 3 | ||||||||||||||
| Other income (expense), net | 5 | 4 | 1 | ||||||||||||||
Provision for income taxes2 | (43) | (138) | 95 | ||||||||||||||
Net income (loss)2 | 89 | 135 | (46) | ||||||||||||||
| Less: Net (income) loss attributable to non-controlling interests | (4) | (8) | 4 | ||||||||||||||
Net income (loss) attributable to Visteon Corporation2 | $ | 85 | $ | 127 | $ | (42) | |||||||||||
Adjusted EBITDA1 | $ | 266 | $ | 382 | $ | (116) | |||||||||||
1 Adjusted EBITDA is a Non-GAAP financial measure, as further discussed below. | |||||||||||||||||
2Amounts 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.” of the Annual Report on Form 10-K for the year ended December 31, 2025. | |||||||||||||||||
Net Sales, Cost of Sales and Gross Margin
| (In millions) | Net Sales | Cost of Sales | Gross Margin | |||||||||||||||||
| Nine months ended September 30, 2025 | 2,820 | $ | (2,410) | $ | 410 | |||||||||||||||
| Volume, mix, and net new business | 17 | (19) | (2) | |||||||||||||||||
| Currency | 25 | (41) | (16) | |||||||||||||||||
| Customer pricing | (1) | — | (1) | |||||||||||||||||
| Engineering costs, net * | — | (12) | (12) | |||||||||||||||||
| Cost performance, design changes and other | 23 | (124) | (101) | |||||||||||||||||
| Nine months ended September 30, 2026 | 2,884 | (2,606) | $ | 278 | ||||||||||||||||
| *Excludes the impact of currency. | ||||||||||||||||||||
Net sales for the nine months ended September 30, 2026 totaled $2,884 million, representing an increase of $64 million compared with the same period of 2025. Volumes and net new business increased net sales by $17 million. Customer pricing decreased net sales by $1 million as a result of annual price reductions, partially offset by higher customer recoveries. Favorable currency increased net sales by $25 million, primarily attributable to the euro, Brazilian real, and Chinese renminbi, partially offset by the Indian rupee and Japanese yen. Other cost performance, design changes and other increased net sales by $23 million primarily due to sales from the recently acquired engineering services companies and other commercial items.
Cost of sales increased by $196 million for the nine months ended September 30, 2026 compared with the same period in 2025. Volume, mix and net new business increased cost of sales by $19 million. Net engineering costs, excluding currency, increased cost of sales by $12 million. Foreign currency increased cost of sales by $41 million, primarily attributable to the euro, Chinese renminbi, and Brazilian real, partially offset by the Indian rupee. Cost performance, design changes and other increased cost of sales by $124 million, primarily reflecting $77 million associated with two distinct warranty charges as well as material cost inflation, partially offset by operational efficiencies.
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A summary of net engineering costs is shown below:
| Nine Months Ended September 30, | |||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Gross engineering costs | $ | (274) | $ | (258) | |||||||
| Engineering recoveries | 100 | 96 | |||||||||
| Engineering costs, net | $ | (174) | $ | (162) | |||||||
Gross engineering costs relate to forward model program development, advanced engineering activities and services. Net engineering costs were $174 million and $162 million for the nine months ended September 30, 2026 and 2025, respectively. The increase is primarily due to recent engineering services acquisitions and timing of project spend, partially offset by higher recoveries.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses were $146 million and $148 million, during the nine months ended September 30, 2026 and 2025, respectively. The year-over-year decrease was primarily driven by unfavorable foreign currency impacts and decreased incentive compensation expense.
Restructuring, net
During the nine months ended September 30, 2026 and 2025, the Company recorded $17 million and $4 million of net restructuring expense, respectively, primarily related to employee severance. The increase is primarily related to a restructuring program approved during the first quarter of 2026.
Interest, Net
Interest, net for the nine months ended September 30, 2026 decreased by $2 million when compared to the same period in 2025. The change was primarily driven by lower interest income resulting from reduced cash balances, reflecting cash deployment toward share repurchases, shareholder dividends, and business acquisitions.
Equity in Net Income of Non-Consolidated Affiliates
Equity in net income of non-consolidated affiliates was income of $8 million and $5 million during the nine months ended September 30, 2026 and 2025, respectively.
Other Income (Expense), Net
Other income, net was $5 million and $4 million for the nine months ended September 30, 2026 and 2025, respectively. Other income, net for the nine months ended September 30, 2026 consisted primarily of net pension financing benefits, partially offset by acquisition costs and debt amendment fees. Other income, net for the nine months ended September 30, 2025 consisted primarily of net pension financing benefits, partially offset by acquisition costs.
Income Taxes
The Company's provision for income taxes was $43 million for the nine months ended September 30, 2026, compared with $138 million for the same period in 2025. The decrease in income tax expense was primarily attributable to the non-recurrence of a $60 million U.S. valuation allowance expense recorded in the third quarter of 2025 following an update to the Company’s tax attribute utilization model to reflect newly enacted U.S. tax legislation, lower pretax income, and $2 million of favorable discrete tax benefits, primarily related to adjustments associated with tax return filings. These favorable impacts were partially offset by $7 million of discrete tax expense, consisting primarily of $4 million related to the resolution of a tax audit in Tunisia and $3 million associated with the settlement of a bilateral advance pricing arrangement between the United States and India.
The effective tax rate was 33% for the nine months ended September 30, 2026, compared with 51% for the same period in 2025. The decrease in the effective tax rate was primarily attributable to the non-recurrence of the U.S. valuation allowance expense recognized in the prior-year period, the favorable discrete tax benefits related to tax return filings, and a more favorable
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geographic mix of earnings, partially offset by the discrete tax expense associated with the Tunisia tax audit and the U.S.-India bilateral advance pricing arrangement.
Adjusted EBITDA1
The Company defines Adjusted EBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.
Adjusted EBITDA1 is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA1 may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA1 is not a recognized term under U.S. generally accepted accounting principles ("GAAP") and does not purport to be a substitute for net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. Adjusted EBITDA1 has limitations as an analytical tool and is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The Company uses Adjusted EBITDA1 as a factor in incentive compensation decisions and to evaluate the effectiveness of the Company's business strategies. In addition, the Company's credit agreements use measures similar to Adjusted EBITDA1 to measure compliance with certain covenants.
The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA1 for the nine months ended September 30, 2026 and 2025, is as follows:
| Nine Months Ended September 30, | |||||||||||||||||
| (In millions) | 2026 | 2025 | Change | ||||||||||||||
Net income (loss) attributable to Visteon Corporation2 | $ | 85 | $ | 127 | $ | (42) | |||||||||||
| Depreciation and amortization | 89 | 80 | 9 | ||||||||||||||
| Non-cash, stock-based compensation expense | 35 | 34 | 1 | ||||||||||||||
Provision for (benefit from) income taxes2 | 43 | 138 | (95) | ||||||||||||||
| Restructuring, net | 17 | 4 | 13 | ||||||||||||||
| Interest (income) expense, net | (4) | (6) | 2 | ||||||||||||||
| Net income (loss) attributable to non-controlling interests | 4 | 8 | (4) | ||||||||||||||
| Equity in net (income) loss of non-consolidated affiliates | (8) | (5) | (3) | ||||||||||||||
| Other | 5 | 2 | 3 | ||||||||||||||
Adjusted EBITDA1 | $ | 266 | $ | 382 | $ | (116) | |||||||||||
1 Adjusted EBITDA is a Non-GAAP financial measure, as further discussed 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.” of the Annual Report on Form 10-K for the year ended December 31, 2025. | |||||||||||||||||
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Adjusted EBITDA1 was $266 million for the nine months ended September 30, 2026 representing a decrease of $116 million compared with the same period of 2025. Lower volumes decreased Adjusted EBITDA1 by $2 million. Customer pricing decreased Adjusted EBITDA1 by $1 million as a result of annual price reductions, partially offset by customer recoveries. Foreign currency decreased Adjusted EBITDA1 by $19 million, primarily attributable to the Indian rupee, Japanese yen, and Mexican peso, partially offset by the Brazilian real. Net engineering costs, excluding currency, decreased Adjusted EBITDA1 by $11 million. Two distinct warranty related charges of approximately $77 million, material cost inflation, partially offset by operational efficiencies, decreased Adjusted EBITDA1 by $83 million.
Results of Operations - Nine Months Ended September 30, 2025 and 2024
During the fourth quarter of 2025, the Company elected to change its accounting method for assessing the realizability of U.S. deferred tax assets from the incremental cash tax savings method to the tax‑law‑ordering method. This change is further described in Note 1, "Summary of Significant Accounting Policies", to the consolidated financial statements included in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2025, as filed on February 19, 2026, with the SEC. The discussion presented below addresses only those sections with relevant updates resulting from the change in accounting principle.
The Company's consolidated results of operations for the nine months ended September 30, 2025 and 2024 were as follows:
| Nine Months Ended September 30, | |||||||||||||||||
| (In millions) | 2025 | 2024 | Change | ||||||||||||||
| Net sales | $ | 2,820 | $ | 2,927 | $ | (107) | |||||||||||
| Cost of sales | (2,410) | (2,530) | 120 | ||||||||||||||
| Gross margin | 410 | 397 | 13 | ||||||||||||||
| Selling, general and administrative expenses | (148) | (152) | 4 | ||||||||||||||
| Restructuring, net | (4) | (31) | 27 | ||||||||||||||
| Interest income, net | 6 | — | 6 | ||||||||||||||
| Equity in net income (loss) of non-consolidated affiliates | 5 | (7) | 12 | ||||||||||||||
| Other income (expense), net | 4 | 7 | (3) | ||||||||||||||
Provision for income taxes2 | (138) | (36) | (102) | ||||||||||||||
Net income (loss)2 | 135 | 178 | (43) | ||||||||||||||
| Less: Net (income) loss attributable to non-controlling interests | (8) | (7) | (1) | ||||||||||||||
Net income (loss) attributable to Visteon Corporation2 | $ | 127 | $ | 171 | $ | (44) | |||||||||||
Adjusted EBITDA1 | $ | 382 | $ | 357 | $ | 25 | |||||||||||
1 Adjusted EBITDA is a Non-GAAP financial measure, as further discussed 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.” of the Annual Report on Form 10-K for the year ended December 31, 2025. | |||||||||||||||||
The Company's provision for income taxes of $138 million for the nine months ended September 30, 2025 represents an increase of $102 million compared with $36 million in the same period of 2024. The increase in tax expense is primarily attributable to higher pretax income, as well as changes in the geographic mix of earnings and differing tax rates between jurisdictions. Additionally, the increase reflects higher withholding taxes, largely attributable to unfavorable foreign exchange movements.
The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA1 for the nine months ended September 30, 2025 and 2024, is as follows:
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| Nine Months Ended September, 30 | |||||||||||||||||
| (In millions) | 2025 | 2024 | Change | ||||||||||||||
Net income (loss) attributable to Visteon Corporation2 | $ | 127 | $ | 171 | $ | (44) | |||||||||||
| Depreciation and amortization | 80 | 71 | 9 | ||||||||||||||
| Non-cash, stock-based compensation expense | 34 | 31 | 3 | ||||||||||||||
Provision for income taxes2 | 138 | 36 | 102 | ||||||||||||||
| Restructuring, net | 4 | 31 | (27) | ||||||||||||||
| Interest, net | (6) | — | (6) | ||||||||||||||
| Net income attributable to non-controlling interests | 8 | 7 | 1 | ||||||||||||||
| Equity in net (income) loss of non-consolidated affiliates | (5) | 7 | (12) | ||||||||||||||
| Other | 2 | 3 | (1) | ||||||||||||||
Adjusted EBITDA1 | $ | 382 | $ | 357 | $ | 25 | |||||||||||
1Adjusted EBITDA is a Non-GAAP financial measure, as defined above. | |||||||||||||||||
2Amounts 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.” | |||||||||||||||||
Liquidity
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.
A substantial portion of the Company's cash flows from operations are generated by operations located outside of the United States. 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. 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 September 30, 2026, the Company’s corporate credit ratings were BB+ by Standard & Poor’s and 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 $182 million.
The Company has $26 million of outstanding borrowings and $374 million of available credit on the Revolving Credit Facility as of September 30, 2026. The Company borrowed on revolving loans available under the Revolving Credit Facility to increase its cash position and maximize its flexibility. The Company may borrow and repay on the Revolving Credit Facility at any time until maturity.
Cash Balances
As of September 30, 2026, the Company had total cash and cash equivalents of $466 million, including $2 million of restricted cash and $90 million of cash attributable to the Company's joint venture partners should the Company elect to issue cash dividends.
Cash balances totaling $437 million were located in jurisdictions outside of the United States, of which approximately $120 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.
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Other Items Affecting Liquidity
During the three and nine months ended September 30, 2026, the Company paid $9 million and $29 million, respectively, in quarterly cash dividends.
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.
On June 25, 2026, the Company's board of directors authorized an additional share repurchase program of $800 million of common stock through December 31, 2029.
Under these programs, the Company, based on capital allocation, repurchased shares at the prevailing market prices pursuant to specified share price and daily volume limits. During the three months ended September 30, 2026, the Company purchased no open market shares related to this program. During the nine months ended, September 30, 2026, the Company purchased 394,124 shares at an average price of $91.65 related to this program for a total of $36 million.
On July 23, 2026, the Company entered into an accelerated share repurchase agreement with Bank of America, N.A. to repurchase $200 million of its common stock pursuant to both share repurchase programs. The Company exhausted the remainder of the $300 million share repurchase authorization from 2023. The final number of shares repurchased are based on the volume-weighted average price of the Company's common stock over the term of the agreement. The share repurchase agreement concluded during the nine months ended September 30, 2026, resulting in a total amount of 1,996,589 shares repurchased at an average cost of $100.17 per share, for a total of $200 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.
During the nine months ended September 30, 2026, cash contributions to the Company's defined benefit plans were less than $1 million related to its U.S. plan and $4 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 $2 million, respectively.
During the nine months ended September 30, 2026, the Company paid $18 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.
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, 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.
The Company may be required to make significant cash outlays related to its unrecognized tax benefits, including interest and penalties. As of September 30, 2026, the Company had unrecognized tax benefits, including interest and penalties, that would be expected to result in a cash outlay of $9 million. The Company signed a bilateral Advance Pricing Agreement (“APA”) with the U.S. Internal Revenue Service and the India Tax Authority (“ITA”) that resulted in a cash settlement paid to the ITA of $15 million (including interest) in the second quarter.
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Cash Flows
Operating Activities
Cash provided by operating activities decreased to $81 million for the nine months ended September 30, 2026, from $292 million in the prior‑year period. The decrease was primarily attributable to higher net working capital outflows of $135 million driven by higher accounts receivable and inventory, partially offset by increased accounts payable.
Investing Activities
Net cash used by investing activities during the nine months ended September 30, 2026 totaled $134 million, representing $2 million of decreased usage as compared to the same period in 2025. The decrease primarily reflects the smaller size of the acquisition completed in 2026 relative to the prior-year acquisition, offset by higher capital expenditure outlays.
Financing Activities
Cash used by financing activities during the nine months ended September 30, 2026 was $261 million, representing a $209 million increase as compared to the same period in 2025. This increase is primarily attributable to higher share repurchases as compared to 2025 of $229 million and higher cash dividends paid to shareholders of $21 million, partially offset by borrowings on the revolving credit facility.
Debt and Capital Structure
See Note 9, “Debt” to the condensed consolidated financial statements included in Item 1.
Significant Accounting Policies and Critical Accounting Estimates
See Note 1, “Summary of Significant Accounting Policies” to the accompanying condensed consolidated financial statements in Item 1.
Fair Value Measurements
See Note 14, “Fair Value Measurements and Financial Instruments” to the condensed consolidated financial statements included in Item 1.
Recent Accounting Pronouncements
See Note 1, “Summary of Significant Accounting Policies” to the accompanying condensed consolidated financial statements in Item 1.
Forward-Looking Statements
Certain statements contained or incorporated in this Quarterly Report on Form 10-Q 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. 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. These statements reflect the Company’s current views with respect to future events and are based on assumptions and estimates, which are subject to risks and uncertainties. Accordingly, undue reliance should not be placed on these forward-looking statements. Also, these forward-looking statements represent the Company’s estimates and assumptions only as of the date of this report. The Company does not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statement is made and qualifies all of its forward-looking statements by these cautionary statements.
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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 international trade policies and any response to such actions by foreign countries.
•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.
•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.
•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.
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•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.
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Item 3.Quantitative and Qualitative Disclosures About Market Risk
The primary market risks to which the Company is exposed include changes in currency exchange rates, interest rates and certain commodity prices. The Company manages these risks through operating actions including fixed-price contracts with suppliers, cost sourcing arrangements with customers, and through various derivative instruments. The Company's use of derivative instruments is strictly intended for hedging purposes to mitigate market risks pursuant to written risk management policies. Accordingly, derivative instruments are not used for speculative or trading purposes. The Company's use of derivative instruments creates exposure to credit loss in the event of non-performance by the counter-party to the derivative financial instruments. The Company limits this exposure by entering into agreements directly with a variety of major financial institutions with high credit standards and that are expected to fully satisfy their obligations under the contracts. Additionally, the Company's ability to utilize derivatives to manage market risk is dependent on credit conditions, market conditions, and prevailing economic environment.
Foreign Currency Risk
The Company’s net cash inflows and outflows exposed to the risk of changes in foreign currency exchange rates arise from the sale of products in countries other than the manufacturing source, foreign currency denominated supplier payments, debt and other payables, subsidiary dividends, investments in subsidiaries, and anticipated foreign currency denominated transaction proceeds. The Company may utilize derivative financial instruments to manage foreign currency exchange rate risks. Forward and option contracts may be utilized to reduce the impact to the Company's cash flow from adverse movements in exchange rates. Foreign currency exposures are reviewed periodically, and any natural offsets are considered prior to entering into a derivative financial instrument.
In addition to the transactional exposure described above, the Company's operating results are impacted by the translation of its foreign operating income into U.S. dollars. The Company does not enter into currency exchange rate contracts to mitigate this exposure.
The hypothetical pre-tax gain or loss in fair value from a 10% favorable or adverse change in quoted currency exchange rates would be $21 million and $22 million for currency derivative financial instruments as of September 30, 2026 and December 31, 2025, respectively. These estimated changes assume a parallel shift in all currency exchange rates and include the gain or loss on financial instruments used to hedge investments in subsidiaries. Because exchange rates typically do not all move in the same direction, the estimate may overstate the impact of changing exchange rates on the net fair value of the Company's financial derivatives. 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 14, "Fair Value Measurements and Financial Instruments" to the condensed consolidated financial statements included in Item 1 for additional information.
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. 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.
Item 4.Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in periodic reports filed with the SEC under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Senior Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
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As of September 30, 2026, an evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Senior Vice President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026.
Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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Part II
Other Information
Item 1. Legal Proceedings
See the information above under Note 15, "Commitments and Contingencies," to the condensed consolidated financial statements which is incorporated herein by reference.
Item 1A.Risk Factors
For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed in Part I, "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 19, 2026. See also, "Forward-Looking Statements" included in Part I, Item 2 of this Quarterly Report on Form 10-Q.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
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 third quarter of 2026.
| 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) | |||||||||||||||||||
| July 1 to July 31, 2026 | — | $ | — | — | $ | — | |||||||||||||||||
| August 1 to August 31, 2026 | — | — | — | — | |||||||||||||||||||
| September 1 to September 30, 2026 | — | — | — | — | |||||||||||||||||||
| ASR | 1,996,589 | 100.17 | 1,996,589 | 638 | |||||||||||||||||||
| Total | 1,996,589 | $ | 100.17 | 1,996,589 | $ | 638 | |||||||||||||||||
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 of which the Company exhausted its remaining $38 million during the 3 months ended September 30, 2026.
On June 25, 2026 the Company's board of directors authorized an additional share repurchase program of $800 million of common stock through December 31, 2029 of which $638 million may yet be purchased under the program.
On July 23, 2026, the Company entered into an accelerated share repurchase agreement with Bank of America, N.A. to repurchase $200 million of its common stock pursuant to its existing $800 million and exhausting the remainder of the $300 million share repurchase authorization from 2023. In July 2026, the Company received initial delivery of 1,542,169 shares which represents approximately 80% of the total shares expected to be received under the program. In September 2026, the Company received an additional 454,420 shares to conclude the program at an average cost of $100.17 per share.
(1) The Company does not include shares surrendered to pay taxes incurred upon exercises of stock options for purposes of this Item 2 of Part II of this Quarterly Report on Form 10-Q.
(2) The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. All dollar amounts presented exclude such excise taxes, as applicable.
Item 5. Other Information
The Company's directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of the Company's shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2026, the following officer(s) took the following action.
46
| Name | Title | Action | Intended to satisfy the affirmative defense of Rule 10b5-1? | Date | Aggregate Number of Shares to be sold | Expiration Date | ||||||||||||||
| Yes | 3/3/2027 | |||||||||||||||||||
Item 6.Exhibits
The exhibits listed on the "Exhibit Index" on Page 48 hereof are filed with this report or incorporated by reference as set forth therein.
47
Exhibit Index
| Exhibit No. | Description | |||||||
| 101.INS | XBRL Instance Document.** | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document.** | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.** | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document.** | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.** | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.** | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Indicates that exhibit is a management contract or compensatory plan or arrangement.
** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
In lieu of filing certain instruments with respect to long-term debt of the kind described in Item 601(b)(4) of Regulation S-K, Visteon agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
Signatures
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Visteon Corporation has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VISTEON CORPORATION | ||||||||
| By: | /s/ COLLEEN E. MYERS | |||||||
| Colleen E. Myers | ||||||||
| Vice President and Chief Accounting Officer | ||||||||
Date: October 22, 2026
48
Exhibit 31.1
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)
I, Sachin S. Lawande, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Visteon Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 22, 2026
/s/ Sachin S. Lawande
Sachin S. Lawande
President and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)
I, Jerome J. Rouquet, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Visteon Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 22, 2026
/s/ Jerome J. Rouquet
Jerome J. Rouquet
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SS.1350
AND EXCHANGE ACT RULE 13a-14(b)
Solely for the purposes of complying with 18 U.S.C. ss.1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), I, the undersigned President and Chief Executive Officer of Visteon Corporation (the "Company"), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026 (the "Report") fully complies with the requirements of Section 13(a) of the Exchange Act and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
_/s/Sachin S. Lawande __
Sachin S. Lawande
October 22, 2026
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SS.1350
AND EXCHANGE ACT RULE 13a-14(b)
Solely for the purposes of complying with 18 U.S.C. ss.1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), I, the undersigned Senior Vice President and Chief Financial Officer of Visteon Corporation (the "Company"), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2026 (the "Report") fully complies with the requirements of Section 13(a) of the Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
_/s/Jerome J. Rouquet
Jerome J. Rouquet
October 22, 2026