Visteon Corp 10-Q for FY2025 Q1
Visteon Corp (VC)
10-Q
2025-04-24
For: 2025-03-31
View Original
Added on
April 09, 2026
About this 10-Q
Visteon Corp filed this 10-Q on April 24, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $934M
- up 0.1% from $933M a year earlier
- Net income
- $65M
- up 54.8% from net income of $42M a year earlier
- Diluted EPS
- $2.36
- up 57.3% from $1.50 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 March 31, 2025
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
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ü No ☐
As of April 17, 2025, the registrant had outstanding 27,258,238 shares of common stock.
Exhibit index located on page number 39.
1
Visteon Corporation and Subsidiaries
Index
| Page | ||||||||
| Condensed Consolidated Statements of Changes in Equity (Unaudited) | ||||||||
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 March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
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) | |||||||||||
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| 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)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Operating Activities | |||||||||||
Net income (loss) | $ | $ | |||||||||
Adjustments to reconcile net income (loss) to net cash provided from operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
Non-cash stock-based compensation | |||||||||||
Equity in net loss (income) of non-consolidated affiliates, net of dividends remitted | ( | ||||||||||
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 | ( | ( | |||||||||
| Other | |||||||||||
Net cash used by investing activities | ( | ( | |||||||||
Financing Activities | |||||||||||
| Principal repayment of term debt facility | ( | ( | |||||||||
| Dividends to non-controlling interests | ( | ||||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Stock based compensation tax withholding payments | ( | ( | |||||||||
| Proceeds from the exercise of stock options | |||||||||||
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, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchase | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| 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, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchase | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
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 March 31, 2025 will be reflected in management's estimates in future periods.
Accounts Receivable: Accounts receivable are stated at the invoiced amount, less an allowance for doubtful accounts for estimated amounts not expected to be collected, and do not bear interest.
The Company receives bank notes from certain customers in China to settle trade accounts receivable. The collection on such bank notes are included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. The Company may hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third-party financial institutions in exchange for cash. The Company has entered into arrangements with financial institutions to sell certain bank notes, generally maturing within nine months. Bank notes are sold with recourse but qualify as a sale as all rights to the notes have passed to the financial institution. The Company redeemed $30 million of China bank notes during the three months ended March 31, 2025. Remaining amounts outstanding at third-party institutions related to sold bank notes will mature by September 30, 2025.
In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements (Release No. 33-10532)." The amendments in this update modify the disclosure or presentation requirements of a variety of topics in the codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. The Company is currently evaluating the impacts of the provisions of ASU 2023-06.
In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis and early adoption is permitted. The Company is currently evaluating the potential effect of this accounting standard update on its consolidated financial statements and related disclosures.
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.
Recently adopted accounting pronouncements
In August 2023, the FASB issued ASU 2023-05, "Joint Venture Formation (Subtopic 805-60) - Recognition and initial measurement." to provide decision-useful information to investors and other allocators of capital (collectively, investors) in a joint venture’s financial statements and to create consistency in presentation. The amendments in this ASU are effective for all joint venture formations with a formation date on or after January 1, 2025. The Company will apply the effects of the standard prospectively to future joint ventures.
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The Company adopted this ASU retrospectively on December 31, 2024.
8
NOTE 2. Business Acquisition
On August 29, 2024, Visteon acquired all equity shares of a German advanced design and R&D services company for cash of $54 million ("German Acquisition") not including contingent consideration of up to $13 million to be paid over a period not to exceed three years if certain financial and operational milestones are achieved. The German Acquisition is expected to expand and strengthen the Company's electronics offerings.
As of March 31, 2025, the German Acquisition purchase price was allocated to the assets and liabilities assumed as follows:
| (In millions) | |||||
| Cash | $ | ||||
| Fair value of contingent consideration | |||||
| Total fair value of consideration | $ | ||||
| Assets acquired: | |||||
| Cash | $ | ||||
| Accounts receivable | |||||
| Intangible assets | |||||
| Other non-current assets | |||||
| $ | |||||
| Liabilities assumed: | |||||
| Deferred tax liability | $ | ||||
| Other liabilities | |||||
| $ | |||||
| Goodwill | $ | ||||
The German Acquisition was accounted for as a business combination, assets acquired and liabilities assumed were initially recorded at estimated fair values based on management's estimates at the date of acquisition based on available information, reasonable and supportable assumptions and, when necessary, a third-party utilized by the Company to assist with certain fair value estimates. The purchase price was allocated on a preliminary basis as of August 29, 2024. Certain measurement period adjustments have been made based on updated information. Such adjustments resulted in lower cash paid of $1 million and an increase in intangible assets of $1 million, resulting in a decrease to Goodwill of $2 million when compared from March 31, 2025 to December 31, 2024. As of March 31, 2025 the Company considers the purchase price allocation complete.
Fair values for intangible assets were based on the income approach including excess earnings and relief from royalty methods. The Company recorded intangible assets including a tradename of $2 million and customer-related assets totaling $35 million. These definite-lived intangible assets are being amortized using the straight-line method over their estimated useful lives of 10 years for tradename and 15 years for customer-related assets. The fair value of contingent consideration was measured using a Monte Carlo simulation which is a financial model that utilizes the probabilities of various outcomes.
Goodwill arising from the Acquisition is deductible for tax purposes.
These fair value measurements are classified within level 3 of the fair value hierarchy.
The pro forma effects of the German Acquisition do not materially impact the Company's reported results for any period presented, and as a result no unaudited pro forma disclosures are included herein.
The Company incurred $1 million in costs related to the Acquisition which are classified as Other income (expense) during the year ended 2024.
The Company acquired an additional business in the fourth quarter of 2024 for cash consideration of $3 million which was allocated to Goodwill as of December 31, 2024. As of March 31, 2025, certain measurement period adjustments were made which resulted in an increase in fair value of intangible assets of $1 million. This measurement period adjustment resulted in a
9
decrease in Goodwill of $1 million when compared to the balance as of December 31, 2024. As of March 31, 2025, the final purchase price allocation has been completed.
10
NOTE 3. Non-Consolidated Affiliates
Investments in Affiliates
The Company's investments in non-consolidated equity method affiliates include the following:
| March 31, | December 31, | ||||||||||
| (In millions) | 2025 | 2024 | |||||||||
Yanfeng Visteon Investment Co., Ltd. ("YFVIC") ( | $ | $ | |||||||||
| 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 Yangfeng Automotive Trim Systems Co. Ltd. ("YF") each own 50 % of YFVIC and neither entity has the power to control the operations of YFVIC; therefore, the Company is not the primary beneficiary of YFVIC and does not consolidate the joint venture.
The Company's investments in YFVIC consists of the following:
| March 31, | December 31, | ||||||||||
| (In millions) | 2025 | 2024 | |||||||||
Payables due to YFVIC | $ | $ | |||||||||
Exposure to loss in YFVIC: | |||||||||||
Investment in YFVIC | $ | $ | |||||||||
Receivables due from YFVIC, net | |||||||||||
Maximum exposure to loss in YFVIC | $ | $ | |||||||||
As of March 31, 2025, the Company's share of YFVIC reported losses were greater than the carrying value of this investment. Based on the equity method of accounting, losses exceeding the investment balance were not recorded and are monitored as suspended losses. As of March 31, 2025, the total suspended loss attributable to YFVIC was $2 million, for which the Company has no contractual obligation to fund.
Non-Consolidated Affiliate Transactions
The Company has committed to make a $20 million investment in multiple entities principally focused on the automotive sector pursuant to limited partnership agreements. As a limited partner in each entity, the Company will periodically make capital contributions toward this total commitment amount. As of March 31, 2025, the Company has contributed a total of approximately $13 million toward the aggregate investment commitments. These limited partnerships are classified as equity method investments.
In 2022, the Company has made an investment in a private limited company focused on technology development for the automotive industry of $1 million. There have been no further contributions as of March 31, 2025.
11
NOTE 4. Restructuring
Given the economically-sensitive and highly competitive nature of the automotive electronics industry, the Company continues to closely monitor current market factors and industry trends, taking actions as necessary which may include restructuring actions. However, there can be no assurance that any such actions will be sufficient to fully offset the impact of adverse factors on the Company or its results of operations, financial position and cash flows.
During the three months ended March 31, 2025 the Company recorded no restructuring expense. During the three months ended March 31, 2024, the Company recorded $2 million of net restructuring expense. These expenses are primarily related to employee severance.
Current restructuring actions include the following:
•During September of 2024, the Company approved a global restructuring program impacting manufacturing and engineering facilities, as well as administrative functions to improve efficiency and further rationalize the Company’s footprint. As of March 31, 2025, $21 million remains accrued for the program and payments related to this program are expected to be complete by the end of 2026.
•During prior years, the Company approved various restructuring programs to improve efficiencies across the organization. As of March 31, 2025, $3 million remains accrued related to these previously announced actions.
•As of March 31, 2025, the Company retained restructuring reserves as part of the Company's divestiture of the majority of its global Interiors business (the "Interiors Divestiture") and legacy operations of $2 million associated with completed programs for the fundamental reorganization of operations at facilities in Brazil and France.
Restructuring Reserves
The Company’s restructuring reserves and related activity are summarized below. The Company anticipates that the activities associated with the current restructuring reserve balance will be substantially complete by the end of 2026. The Company’s condensed consolidated restructuring reserves are shown as Other liabilities as detailed in Note 8, "Other Liabilities".
| (In millions) | |||||||||||||||||
| December 31, 2024 | $ | ||||||||||||||||
| Foreign currency | |||||||||||||||||
| Payments | ( | ||||||||||||||||
| March 31, 2025 | $ | ||||||||||||||||
NOTE 5. Inventories
Inventories, net consist of the following components:
| March 31, | December 31, | ||||||||||
| (In millions) | 2025 | 2024 | |||||||||
Raw materials | $ | $ | |||||||||
Work-in-process | |||||||||||
Finished products | |||||||||||
| $ | $ | ||||||||||
12
NOTE 6. Goodwill and Other Intangible Assets
Intangible assets, net are comprised of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | Estimated Weighted Average Useful Life (years) | Gross Intangibles | Accumulated Amortization | Net Intangibles | Gross Intangibles | Accumulated Amortization | Net Intangibles | ||||||||||||||||||||||||||||||||||
| Definite-Lived: | |||||||||||||||||||||||||||||||||||||||||
| Developed technology | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Customer related | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Capitalized software development | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Tradename | ( | ||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Subtotal | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Indefinite-Lived: | |||||||||||||||||||||||||||||||||||||||||
| Goodwill | — | — | |||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Capitalized software development consists of software development costs intended for integration into customer products.
Goodwill activity as of March 31, 2025 consisted of the following:
| (In millions) | |||||
| December 31, 2024 | $ | ||||
| Foreign currency | |||||
| Acquisition fair value adjustment | |||||
| March 31, 2025 | $ | ||||
NOTE 7. Other Assets
Other current assets are comprised of the following components:
| March 31, | December 31, | ||||||||||
| (In millions) | 2025 | 2024 | |||||||||
Recoverable taxes | $ | $ | |||||||||
Prepaid assets and deposits | |||||||||||
Contractually reimbursable engineering costs | |||||||||||
Joint venture receivables | |||||||||||
| Contractual payments | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
13
Other non-current assets are comprised of the following components:
| March 31, | December 31, | ||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Contractual payments | $ | $ | |||||||||
| Contractually reimbursable engineering costs | |||||||||||
| Recoverable taxes | |||||||||||
| Derivative financial instruments | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
Current and non-current contractually reimbursable engineering costs are related to pre-production design and development costs incurred pursuant to long-term supply arrangements that are contractually guaranteed for reimbursement by customers. The Company expects to receive cash reimbursement payments of $16 million during the remainder of 2025, $18 million in 2026, $2 million in 2027, $1 million in 2028, and $1 million in 2029 and beyond.
NOTE 8. Other Liabilities
Other current liabilities are summarized as follows:
| March 31, | December 31, | ||||||||||
| (In millions) | 2025 | 2024 | |||||||||
Deferred income | $ | $ | |||||||||
Product warranty and recall accruals | |||||||||||
Non-income taxes payable | |||||||||||
Restructuring reserves | |||||||||||
Royalty reserves | |||||||||||
Joint venture payable | |||||||||||
Income taxes payable | |||||||||||
Dividends payable | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
Other non-current liabilities are summarized as follows:
| March 31, | December 31, | ||||||||||
| (In millions) | 2025 | 2024 | |||||||||
Product warranty and recall accruals | $ | $ | |||||||||
Income tax reserves | |||||||||||
Deferred income | |||||||||||
Derivative financial instruments | |||||||||||
| Restructuring reserves | |||||||||||
| Contingent payment | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
14
NOTE 9. Debt
The Company’s debt consists of the following:
| March 31, | December 31, | ||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Short-Term Debt: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Long-Term Debt: | |||||||||||
| Term debt facility, net | $ | $ | |||||||||
On July 19, 2022 the Company entered into an amended and restated Credit Agreement which included a $350 million Term Facility and a $400 million Revolving Credit Facility. The amendment, among other things, changed the Credit Agreement from a LIBOR-based rate to a Secured Overnight Financing Rate ("SOFR") based rate and extended the Credit Agreement maturity date to July 19, 2027.
On June 28, 2023, the Company amended the existing Credit Agreement to, among other things, amend certain affirmative and negative covenants.
The Company has deferred costs of $2 million and $1 million related to these amendments to the Credit Agreement, which are recorded in Other non-current assets and Long-term debt, net, respectively. The deferred costs will be amortized over the term of the Credit Agreement.
Short-Term Debt
Terms of the amended credit facility require a quarterly principal payment equal to 1.25 % of the original term debt balance. The first required payment was made during the second quarter of 2023.
As of March 31, 2025, the Company has no other short-term borrowing, including at the Company's subsidiaries. The Company's subsidiaries have access to $149 million of capacity under short-term credit facilities.
Long-Term Debt
The Company has no outstanding borrowings on the Revolving Credit Facility as of March 31, 2025 and December 31, 2024.
Interest on the Term Facility loans and Revolving Credit Facility accrue interest at a rate equal to a SOFR-based rate plus an applicable margin of between 1.00 % and 1.75 %, as determined by the Company's total gross leverage ratio. The Company can benefit from a 5 basis point decrease to the applicable margin due to a sustainability-linked pricing provision based on the Company's annual performance on reducing GHG emissions.
The Credit Agreement requires compliance with customary affirmative and negative covenants and contains customary events of default. The Revolving Credit Facility also requires that the Company maintain a total net leverage ratio no greater than 3.50 :1.00 . During any period when the Company’s corporate and family ratings meet investment grade ratings, certain of the negative covenants are suspended.
The Revolving Credit Facility also provides $75 million availability for the issuance of letters of credit and a maximum of $20 million for swing line borrowings. Any amount of the facility utilized for letters of credit or swing line loans outstanding will reduce the amount available under the existing Revolving Credit Facility. The Company may request increases in the limits under the Credit Agreement and may request the addition of one or more term loan facilities. Outstanding borrowings may be prepaid without penalty (other than borrowings made for the purpose of reducing the effective interest rate margin or weighted average yield of the loans). There are mandatory prepayments of principle in connection with: (i) excess cash flow sweeps above certain leverage thresholds, (ii) certain asset sales or other dispositions, (iii) certain refinancing of indebtedness and (iv) over-advances under the Revolving Credit Facility. There are no excess cash flow sweeps required at the Company’s current leverage level.
All obligations under the Credit Agreement and obligations with respect to certain cash management services and swap transaction agreements between the Company and its lenders are unconditionally guaranteed by certain of the Company’s
15
subsidiaries. Under the terms of the Credit Agreement, any amounts outstanding are secured by a first-priority perfected lien on substantially all property of the Company and the subsidiaries party to the security agreement, subject to certain limitations.
Other
The Company has a $6 million letter of credit facility, whereby the Company is required to maintain a cash collateral account equal to 103 % (110 % for non-U.S. dollar denominated letters) of the aggregate stated amount of issued letters of credit and must reimburse any amounts drawn under issued letters of credit. The Company had $2 million of outstanding letters of credit issued under this facility secured by restricted cash, as of March 31, 2025 and December 31, 2024. Additionally, the Company had $4 million of locally issued bank guarantees and letters of credit as of March 31, 2025 and December 31, 2024, to support various tax appeals, customs arrangements and other obligations at its local affiliates.
NOTE 10. Employee Benefit Plans
The Company's net periodic benefit costs for all defined benefit plans for the three month periods ended March 31, 2025 and 2024 were as follows:
| U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Costs Recognized in Income: | |||||||||||||||||||||||
Pension service (cost): | |||||||||||||||||||||||
Service cost | $ | $ | $ | $ | |||||||||||||||||||
Pension financing benefits (cost): | |||||||||||||||||||||||
Interest cost | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Expected return on plan assets | |||||||||||||||||||||||
Amortization of losses and other | — | — | — | — | |||||||||||||||||||
| 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.
16
NOTE 11. Income Taxes
During the three month period ended March 31, 2025, the Company recorded a provision for income tax of $28 million. This reflects (i) income tax expense in countries where the Company is profitable, (ii) where they have accrued withholding taxes, and (iii) where they are unable to record a tax benefit for pretax losses and/or recognize expense for pretax income due to valuation allowances. Pretax losses in jurisdictions where valuation allowances are maintained and, consequently, no income tax benefits are recognized, totaled $7 million and $10 million for the three month periods ended March 31, 2025 and 2024, respectively, resulting in an increase in the Company's effective tax rate in those years.
The Company's provision for income taxes in interim periods is computed by applying an estimated annual effective tax rate against income before income taxes, excluding equity in net income of non-consolidated affiliates for the period. Effective tax rates vary from period-to-period as separate calculations are performed for those countries where the Company's operations are profitable and whose results continue to be tax-effected, and for those countries where full valuation allowances exist and are maintained.
The Company will continue to evaluate the available positive and negative evidence in subsequent periods and adjust its remaining valuation allowances to the amount it determines to be more likely than not to be realized. If operating results improve or deteriorate on a sustained basis, the Company’s conclusions regarding the need for a valuation allowance could change, resulting in either the reversal or initial recognition of a valuation allowance in the future, which could have a significant impact on income tax expense in the period recognized and subsequent periods.
17
NOTE 12. Stockholders’ Equity and Non-controlling Interests
Non-Controlling Interests
The Company's non-controlling interests are as follows:
| March 31, | December 31, | ||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Shanghai Visteon Automotive Electronics, Co., Ltd. | $ | $ | |||||||||
| Yanfeng Visteon Automotive Electronics Co., Ltd. | |||||||||||
Changchun Visteon FAWAY Automotive Electronics, Co., Ltd. | |||||||||||
Other | |||||||||||
| $ | $ | ||||||||||
During the three months ended March 31, 2024, the Company paid approximately $1 million to buy-out the shares of a minority joint venture partner in Tunisia.
18
Accumulated Other Comprehensive Income (Loss)
Changes in Accumulated other comprehensive income (loss) (“AOCI”) and reclassifications out of AOCI by component include:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
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 | ( | ||||||||||
Amounts reclassified from AOCI | |||||||||||
Ending balance | |||||||||||
Benefit plans | |||||||||||
Beginning balance | ( | ( | |||||||||
Other comprehensive income (loss) before reclassification, net of tax | |||||||||||
| 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 | |||||||||||
Total AOCI | $ | ( | $ | ( | |||||||
Share Repurchase Program
On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026. Under this program, the Company will repurchase shares at the prevailing market prices pursuant to specified share price and daily volume limits. During the three months ended March 31, 2025, the Company purchased 74,334 shares at an average price of $88.04 related to this program. As of March 31, 2025, the Company has repurchased 1,505,379 shares at an average price of $116.86 related to this program.
NOTE 13. Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to Visteon by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding. Performance based share units are considered contingently issuable shares and are included in the computation of diluted earnings per share based on the number of shares that would be issuable if the reporting date were the end of the contingency period and if the result would be dilutive.
19
The table below provides details underlying the calculations of basic and diluted earnings per share:
| Three Months Ended March 31, | |||||||||||
| (In millions, except per share amounts) | 2025 | 2024 | |||||||||
Numerator: | |||||||||||
Net income (loss) attributable to Visteon | $ | $ | |||||||||
Denominator: | |||||||||||
Average common stock outstanding - basic | |||||||||||
Dilutive effect of performance based share units and other | |||||||||||
Diluted shares | |||||||||||
Basic and Diluted Per Share Data: | |||||||||||
Basic earnings (loss) per share attributable to Visteon | $ | $ | |||||||||
Diluted earnings (loss) per share attributable to Visteon: | $ | $ | |||||||||
NOTE 14. Fair Value Measurements and Financial Instruments
Fair Value Measurements
The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on the observability of the inputs utilized in the valuation. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs.
•Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.
•Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.
•Level 3 – Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.
Items Measured at Fair Value on a Recurring Basis
The Company is exposed to various market risks including, but not limited to, changes in foreign currency exchange rates and market interest rates. The Company manages these risks, in part, through the use of derivative financial instruments. The use of derivative financial instruments creates exposure to credit loss in the event of nonperformance by the counterparty to the derivative financial instruments. The Company limits this exposure by entering into agreements including master netting arrangements directly with a variety of major highly rated financial institutions that are expected to fully satisfy their obligations under the contracts. Additionally, the Company’s ability to utilize derivatives to manage risks is dependent on credit and market conditions. The Company presents its derivative positions and any related material collateral under master netting arrangements that provide for the net settlement of contracts, by counterparty, in the event of default or termination. There is no cash collateral on any of these derivatives.
Derivative financial instruments are measured at fair value on a recurring basis under an income approach using industry-standard models that consider various assumptions, including time value, volatility factors, current market and contractual prices for the underlying, and non-performance risk. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument or may derived from observable data. Accordingly, the Company's currency instruments are classified as Level 2, "Other Observable Inputs" in the fair value hierarchy.
Cross Currency Swaps: The Company has executed cross-currency swap transactions intended to mitigate the variability of the U.S. dollar value of its investment in certain of its non-U.S. entities. These swaps are designated as net investment hedges and the Company has elected to assess hedge effectiveness under the spot method. Accordingly, changes in the fair value of the swaps are recorded as a cumulative translation adjustment in AOCI in the Consolidated Balance Sheet.
20
As of March 31, 2025 and December 31, 2024 the Company had cross-currency swaps with aggregate notional amounts of $200 million intended to mitigate the variability of U.S. dollar value investment in certain of its non-U.S. entities. These swaps are designated as net investment hedges. There was no ineffectiveness associated with such derivatives as of March 31, 2025 and December 31, 2024. The fair value of these derivatives is a non-current liability of $8 million and $1 million as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025, a gain of approximately $4 million is expected to be reclassified out of accumulated other comprehensive income into earnings within the next 12 months.
Interest Rate Swaps: The Company utilizes interest rate swap instruments to manage its exposure and to mitigate the impact of interest rate variability. The swaps are designated as cash flow hedges, accordingly, the effective portion of the changes in fair value is recognized in accumulated other comprehensive income. Subsequently, the accumulated gains and losses recorded in equity are reclassified to income in the period during which the hedged exposure impacts earnings.
As of March 31, 2025 and December 31, 2024 the Company had interest rate swaps with aggregate notional amounts of $250 million. The fair value of these derivatives is a non-current asset of $5 million and $8 million as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025, a loss of approximately $4 million is expected to be reclassified out of accumulated other comprehensive income into earnings within the next 12 months.
Financial Statement Presentation
Gains and losses on derivative financial instruments for the three months ended March 31, 2025 and 2024 are as follows:
| Recorded Income (Loss) into AOCI, net of tax | Reclassified from AOCI into Income (Loss) | ||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Three months ended March 31, | |||||||||||||||||||||||||||||||||||
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 $315 million and $319 million as of March 31, 2025 and December 31, 2024, respectively. Fair value estimates were based on the current rates offered to the Company for debt of the same remaining maturities. Accordingly, the Company's debt fair value disclosures are classified as Level 2 in the fair value hierarchy.
Concentrations of Credit Risk
Financial instruments including cash equivalents, derivative contracts, and accounts receivable, expose the Company to counterparty credit risk for non-performance. The Company’s counterparties for cash equivalents and derivative contracts are banks and financial institutions that meet the Company’s credit rating requirements. The Company’s counterparties for derivative contracts are substantial investment and commercial banks with significant experience using such derivatives. The Company manages its credit risk pursuant to written policies that specify minimum counterparty credit profile and by limiting the concentration of credit exposure amongst its multiple counterparties.
The Company's credit risk with any single customer exceeding ten percent of total accounts receivable are as follows:
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Ford Motor Company | % | % | |||||||||
| General Motors Corporation | % | % | |||||||||
Renault/Nissan | % | % | |||||||||
Volkswagen AG | % | % | |||||||||
21
NOTE 15. Commitments and Contingencies
Litigation and Claims
In 2003, the Local Development Finance Authority of the Charter Township of Van Buren, Michigan issued approximately $28 million in bonds finally maturing in 2032, the proceeds of which were used at least in part to assist in the development of the Company’s U.S. headquarters located in the Township. During January 2010, the Company and the Township entered into a settlement agreement (the “Settlement Agreement”) that, among other things, reduced the taxable value of the headquarters property to current market value and also provided that the Company would negotiate in good faith with the Township if the property tax payments were inadequate to permit the Township to meet its payment obligations with respect to the bonds. On December 9, 2019, the Township commenced litigation against the Company in Michigan’s Wayne County Circuit Court. On June 27, 2023, Visteon and the Township entered into a Settlement and Mutual Release Agreement pursuant to which Visteon, without admitting wrongdoing, will pay the Township $12 million. Payment was made in two equal installments, the first on July 3, 2023 and the second on July 1, 2024. The litigation commenced in Michigan’s Wayne County Circuit Court and has been dismissed with prejudice.
The Company's operations in Brazil are subject to highly complex labor, tax, customs and other laws. While the Company believes that it is in compliance with such laws, it is periodically engaged in litigation regarding the application of these laws. The Company maintained accruals of $6 million for claims aggregating $44 million in Brazil as of March 31, 2025. The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company's assessment of the claims and prior experience with similar matters.
While the Company believes its accruals for litigation and claims are adequate, the final amounts required to resolve such matters could differ materially from recorded estimates and the Company's results of operations and cash flows could be materially affected.
Product Warranty and Recall
Amounts accrued for product warranty and recall claims are based on management’s best estimates of the amounts that will ultimately be required to settle such items. The Company’s estimates for product warranty and recall obligations are developed with support from its sales, engineering, quality and legal functions and include due consideration of contractual arrangements, past experience, current claims and related information, production changes, industry and regulatory developments, and various other considerations. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued or beyond what the Company may recover from its suppliers.
22
The following table provides a rollforward of changes in the product warranty and recall claims liability:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| 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 March 31, 2025 and that are in excess of established reserves. The Company does not reasonably expect, except as otherwise described herein, based on its analysis, that any adverse outcome from such matters would have a material effect on the Company’s financial condition, results of operations or cash flows, although such an outcome is possible.
NOTE 16. Segment Information and Revenue Recognition
The Company manages the business activities on a consolidated basis and operates in one reportable segment. The Company’s reportable segment is Electronics. The Electronics segment provides vehicle cockpit electronics products to customers, including instrument clusters, information displays, infotainment systems, audio systems, telematics solutions, battery monitoring systems, and head-up displays. As the Company has one reportable segment, net sales, total assets, depreciation, amortization and capital expenditures are equal to consolidated results.
Financial results for the Company's reportable segment have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company's Chief Operating Decision Maker ("CODM") in allocating resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The measurement of segment profit or loss that the CODM uses to evaluates the performance of the Company’s segment is net income attributable to Visteon Corporation. Financial forecasts and budget to actual results used by the CODM to assess performance and allocate resources, as well as those used for strategic decisions related to headcount and capital expenditures are reviewed on a consolidated basis. The CODM considers the impact of the significant segment expenses in the table below on net income when deciding whether to reinvest profits, propose dividends or share repurchase, or pursue strategic mergers and acquisitions.
A summary of segment revenue, segment net income (loss) attributable to Visteon Corporation, and significant segment expense for the periods ended March 31, 2025 and 2024 is as follows:
23
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
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 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.
Financial Information by Geographic Region
Disaggregated net sales by geographical market and product lines is as follows:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Geographical Markets | |||||||||||
| Europe | $ | $ | |||||||||
| Americas | |||||||||||
| China Domestic | |||||||||||
| China Export | |||||||||||
| Other Asia-Pacific | |||||||||||
| Eliminations | ( | ( | |||||||||
| $ | $ | ||||||||||
24
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Product Lines | |||||||||||
| Instrument clusters | $ | $ | |||||||||
| Infotainment | |||||||||||
| Information displays | |||||||||||
| Cockpit domain controller | |||||||||||
| Body and electrification electronics | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
25
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, 2024 filed with the Securities and Exchange Commission on February 18, 2025 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 mobility market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digital and towards device and cloud connected, electric vehicles, and vehicles with more advanced safety features.
The Company has laid out the following strategic priorities:
•Technology Innovation - The Company is an established global leader in cockpit electronics and is positioned to provide solutions as the industry transitions to the next generation automotive cockpit experience. The cockpit is becoming fully digital, connected, automated, learning and voice enabled. Visteon's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry.
•Long-Term Growth - The Company has continued to win business at a rate that exceeds current sales levels by demonstrating product quality, technical and development capability, new product innovation, reliability, timeliness, product design, manufacturing capability, and flexibility, as well as overall customer service.
•Balanced Capital Allocation with a Strong Balance Sheet - The Company continues to maintain a strong balance sheet to withstand near-term industry volatility and support a balanced capital allocation framework. The Company is primarily focused on allocating capital to high-returning organic initiatives that increase internal capabilities, pursuing attractive inorganic opportunities, and returning capital to shareholders. In March 2023, the Company announced a $300 million share repurchase program maturing at the end of 2026. The Company has repurchased $176 million of Company common stock under this program. During the year ended December 31, 2024, Visteon spent a net cash outlay of $54 million on inorganic growth, to acquire an advanced design and R&D services firm and a software firm.
26
Financial Results
The pie charts below highlight the net sales breakdown for Visteon for the three months ended March 31, 2025.
Three Months Ended March 31, 2025
*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
According to S&P’s April global vehicle production update, global light vehicle production increased modestly in the first quarter of 2025, with Visteon’s customer production declining by a mid-single-digit percentage. In North America, retail vehicle sales spiked in March as consumers rushed to purchase vehicles ahead of tariffs. Dealer inventory levels were reduced to accommodate the increase in demand while production was minimally impacted. Production levels in Europe also decreased due to ongoing economic uncertainty. In China, production levels modestly increased while domestic OEMs continued to gain market share compared to prior year. The shift to electrification remains a central trend across all major markets.
Looking ahead, S&P's latest forecast assumes that global production will decline for the full year 2025, more than originally anticipated due to the impact of tariffs on the automotive industry. Visteon’s customer vehicle production is anticipated to decline by a high-single-digit percentage. The recently announced tariffs are expected to increase production costs and weigh on future vehicle volumes, creating additional uncertainty for vehicle production volumes.
The industry continues to face ongoing risks related to tariffs, vehicle affordability, economic uncertainty, potential geopolitical challenges, and customer market share changes. The magnitude of the impact on the financial statements, results of operations, and cash flows will be dependent on tariff dynamics, plant production schedules, supply chain impacts, global economic impacts, and electric vehicle adoption.
27
Results of Operations - Three Months Ended March 31, 2025 and 2024
The Company's consolidated results of operations for the three months ended March 31, 2025 and 2024 were as follows:
| Three Months Ended March 31, | |||||||||||||||||
| (In millions) | 2025 | 2024 | Change | ||||||||||||||
| Net sales | $ | 934 | $ | 933 | $ | 1 | |||||||||||
| Cost of sales | (796) | (814) | 18 | ||||||||||||||
| Gross margin | 138 | 119 | 19 | ||||||||||||||
| Selling, general and administrative expenses | (47) | (52) | 5 | ||||||||||||||
| Restructuring, net | — | (2) | 2 | ||||||||||||||
| Interest income, net | 1 | — | 1 | ||||||||||||||
| Equity in net income (loss) of non-consolidated affiliates | 2 | (4) | 6 | ||||||||||||||
| Other income (expense), net | 1 | 2 | (1) | ||||||||||||||
| Provision for income taxes | (28) | (19) | (9) | ||||||||||||||
| Net income (loss) | 67 | 44 | 23 | ||||||||||||||
| Less: Net (income) loss attributable to non-controlling interests | (2) | (2) | — | ||||||||||||||
| Net income (loss) attributable to Visteon Corporation | $ | 65 | $ | 42 | $ | 23 | |||||||||||
| Adjusted EBITDA* | $ | 129 | $ | 102 | $ | 27 | |||||||||||
* Adjusted EBITDA is a Non-GAAP financial measure, as further discussed below. | |||||||||||||||||
Net Sales, Cost of Sales and Gross Margin
| (In millions) | Net Sales | Cost of Sales | Gross Margin | |||||||||||||||||
| Three months ended March 31, 2024 | $ | 933 | $ | (814) | $ | 119 | ||||||||||||||
| Volume, mix, and net new business | 26 | (20) | 6 | |||||||||||||||||
| Currency | (20) | 13 | (7) | |||||||||||||||||
| Customer pricing | (35) | — | (35) | |||||||||||||||||
| Engineering costs, net * | — | 5 | 5 | |||||||||||||||||
| Cost performance, design changes and other | 30 | 20 | 50 | |||||||||||||||||
| Three months ended March 31, 2025 | 934 | (796) | $ | 138 | ||||||||||||||||
| *Excludes the impact of currency. | ||||||||||||||||||||
Net sales for the three months ended March 31, 2025 totaled $934 million, representing an increase of $1 million compared with the same period of 2024. Volumes and net new business increased net sales by $26 million due to continued market outperformance as a result of recent product launches and sales volumes in the Americas and Europe, partially offset by lower sales in China due to market dynamics. Customer pricing decreased net sales by $35 million as a result of annual price reductions and lower customer recoveries due to improving supply chain dynamics. Unfavorable currency decreased net sales by $20 million, primarily attributable to the Brazilian real and the euro. Other cost performance, design changes and other increased net sales by $30 million primarily due to design changes and other one-time commercial items.
Cost of sales decreased by $18 million for the three months ended March 31, 2025 compared with the same period in 2024. Volume, mix and net new business increased cost of sales by $20 million. Net engineering costs, excluding currency, decreased cost of sales by $5 million. Foreign currency decreased cost of sales by $13 million, primarily attributable to the Brazilian real and the euro. Cost performance, design changes and other decreased cost of sales by $20 million primarily due to manufacturing efficiencies.
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A summary of net engineering costs is shown below:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Gross engineering costs | $ | (80) | $ | (83) | |||||||
| Engineering recoveries | 28 | 23 | |||||||||
| Engineering costs, net | $ | (52) | $ | (60) | |||||||
Gross engineering costs relate to forward model program development and advanced engineering activities and exclude contractually reimbursable engineering costs. Net engineering costs of $52 million for the three months ended March 31, 2025, including the impacts of currency, were $8 million lower than the same period of 2024. This decrease is primarily related to improved engineering efficiencies and favorable timing of recoveries during 2025 compared to the prior period.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses were $47 million and $52 million, during the three months ended March 31, 2025 and 2024, respectively. Expenses decreased during the three months ended March 31, 2025 as compared to same period prior year due to lower bad debt and employee expenses.
Restructuring, net
During the three months ended March 31, 2025 the Company recorded no restructuring expense. During the three months ended March 31, 2024, the Company recorded $2 million of net restructuring expense. These expenses are primarily related to employee severance.
Interest, Net
Interest, net, for the three months ended March 31, 2025 increased by $1 million as compared to the same period of 2024 due to lower interest expense at affiliates.
Equity in Net Income of Non-Consolidated Affiliates
Equity in net income of non-consolidated affiliates was income of $2 million and a loss of $4 million for the three months ended March 31, 2025 and 2024, respectively. The increased income is due to increased net operating profits at affiliates.
Other Income (Expense), Net
Other income, net was $1 million for the three month period ending March 31, 2025 and was primarily due to net pension financing benefits partially offset by costs related to business acquisitions.
Income Taxes
The Company's provision for income taxes of $28 million for the three months ended March 31, 2025 represents an increase of $9 million compared with $19 million in the same period of 2024. The increase in tax expense is primarily attributable to the overall increase in net income, including changes in the mix of earnings and differing tax rates between jurisdictions.
Adjusted EBITDA
The Company defines Adjusted EBITDA as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.
Adjusted EBITDA is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA is not a recognized term under U.S. generally accepted accounting principles
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("GAAP") and does not purport to be a substitute for net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. Adjusted EBITDA has limitations as an analytical tool and is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The Company uses Adjusted EBITDA as a factor in incentive compensation decisions and to evaluate the effectiveness of the Company's business strategies. In addition, the Company's credit agreements use measures similar to Adjusted EBITDA to measure compliance with certain covenants.
The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA for the three months ended March 31, 2025 and 2024, is as follows:
| Three Months Ended March 31, | |||||||||||||||||
| (In millions) | 2025 | 2024 | Change | ||||||||||||||
| Net income (loss) attributable to Visteon Corporation | $ | 65 | $ | 42 | $ | 23 | |||||||||||
| Depreciation and amortization | 25 | 22 | 3 | ||||||||||||||
| Non-cash, stock-based compensation expense | 11 | 10 | 1 | ||||||||||||||
| Provision for income taxes | 28 | 19 | 9 | ||||||||||||||
| Restructuring, net | — | 2 | (2) | ||||||||||||||
| Interest income, net | (1) | — | (1) | ||||||||||||||
| Net income attributable to non-controlling interests | 2 | 2 | — | ||||||||||||||
| Equity in net (income) loss of non-consolidated affiliates | (2) | 4 | (6) | ||||||||||||||
| Other | 1 | 1 | — | ||||||||||||||
| Adjusted EBITDA | $ | 129 | $ | 102 | $ | 27 | |||||||||||
Adjusted EBITDA was $129 million for the three months ended March 31, 2025, representing an increase of $27 million when compared to $102 million for the same period of 2024. Favorable volumes and mix, and the ongoing benefits of cost and commercial discipline increased Adjusted EBITDA by $28 million. Foreign currency decreased Adjusted EBITDA by $6 million, primarily attributable to the Brazilian real and the euro, partially offset by the Mexican peso. Net engineering costs, excluding currency, increased Adjusted EBITDA by $5 million primarily due to engineering efficiencies and the favorable timing of recoveries.
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 March 31, 2025, the Company’s corporate credit rating is BB by Standard & Poor’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 $149 million and the Company had $400 million of available credit under the revolving credit facility, as of March 31, 2025.
Cash Balances
As of March 31, 2025, the Company had total cash and cash equivalents of $658 million, including $3 million of restricted cash and $92 million of cash attributable to the Company's joint venture partners should the Company elect to issue cash dividends.
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Cash balances totaling $569 million were located in jurisdictions outside of the United States, of which approximately $215 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.
Other Items Affecting Liquidity
During the three months ended March 31, 2025, cash contributions to the Company's defined benefit plans were $1 million related to its non-U.S. plans. The Company estimates that total cash contributions related to its U.S. and non-U.S. defined benefit pension plans during 2025 will be $4 million and $5 million, respectively.
During the three months ended March 31, 2025, the Company paid $3 million related to restructuring activities. Additional discussion regarding the Company's restructuring activities is included in Note 4, "Restructuring." The Company estimates that total cash restructuring payments through 2025 will approximate $19 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 March 31, 2025, the Company has contributed a total of approximately $13 million toward the aggregate investment commitments. These limited partnerships are classified as equity method investments.
The Company may be required to make significant cash outlays related to its unrecognized tax benefits, including interest and penalties. As of March 31, 2025, the Company had unrecognized tax benefits, including interest and penalties, that would be expected to result in a cash outlay of $16 million. Given the number of years, jurisdictions and positions subject to examination, the Company is unable to estimate the period of cash settlement, if any, with the respective taxing authorities.
On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026. As of March 31, 2025, the Company has purchased 1,505,379 shares at an average price of $116.86.
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Cash Flows
Operating Activities
The Company generated $70 million and $69 million of cash inflows from operating activities during each of the three months ended March 31, 2025 and 2024, respectively. The increase is primarily attributable to higher Adjusted EBITDA offset by the timing of certain non-income based tax payments and higher employee related payments.
Investing Activities
Net cash used by investing activities during the three months ended March 31, 2025 totaled $33 million, representing $4 million of decreased usage as compared to the same period in 2024. This decrease in cash used by investing activities is primarily due to decreased capital expenditures of $2 million.
Financing Activities
Cash used by financing activities during the three months ended March 31, 2025 was $18 million, representing a $13 million decrease as compared to the same period in 2024. This decrease is primarily attributable to lower share repurchases as compared to 2024 of $13 million.
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. policy regarding trade agreements, tariffs or other internation trade policies and any response to such actions by foreign countries.
•Significant or prolonged shortage of critical components from Visteon’s suppliers including, but not limited to semiconductors and those components from suppliers who are sole or primary sources.
•Failure of the Company’s joint venture partners to comply with contractual obligations or to exert undue influence in China.
•Significant changes in the competitive environment in the major markets where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold.
•Visteon’s ability to satisfy its future capital and liquidity requirements; Visteon’s ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to Visteon; Visteon’s ability to comply with covenants applicable to it; and the continuation of acceptable customer and supplier payment terms.
•Visteon's ability to avoid or continue to operate during a strike, or partial work stoppage or slow down at any of Visteon's principal customers
•Visteon’s ability to access funds generated by its foreign subsidiaries and joint ventures on a timely and cost-effective basis.
•Changes in the operations (including products, product planning, and part sourcing), financial condition, results of operations, or market share of Visteon’s customers.
•Changes in vehicle production volume of Visteon’s customers in the markets where it operates.
•Increases in commodity costs and the Company's ability to offset or recover these costs or disruptions in the supply of commodities, including resins, copper, fuel, and natural gas.
•Visteon’s ability to generate cost savings to offset or exceed agreed-upon price reductions or price reductions to win additional business and, in general, improve its operating performance; to achieve the benefits of its restructuring actions; and to recover engineering and tooling costs and capital investments.
•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 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 and 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 $20 million for currency derivative financial instruments as of March 31, 2025 and December 31, 2024, 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 March 31, 2025, 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 March 31, 2025.
Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the three months ended March 31, 2025 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, 2024 filed with the SEC on February 18, 2025. 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 first quarter of 2025.
| Period | Total Number of Shares (or Units) Purchased (1) | Average Price Paid per Share (or Unit) | Total Number of Shares (or units) Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) | |||||||||||||||||||
| January 1 to January 31, 2025 | 88.04 | 74,334 | 124 | ||||||||||||||||||||
| February 1 to February 28, 2025 | — | — | — | 124 | |||||||||||||||||||
| March 1 to March 31, 2025 | — | — | — | 124 | |||||||||||||||||||
| Total | 74,334 | 74,334 | 124 | ||||||||||||||||||||
(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 March 31, 2025 the following officer(s) took the following action.
| Name | Title | Action | Intended to satisfy the affirmative defense of Rule 10b5-1? | Date | Number of Shares to be sold | Expiration Date | ||||||||||||||
| Robert R. Vallance | Senior Vice President, Product Lines, China and APAC Supplier Strategy | Adoption | Yes | 3/5/2025 | 8,000 | 5/1/2026 | ||||||||||||||
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Item 6.Exhibits
The exhibits listed on the "Exhibit Index" on Page 39 hereof are filed with this report or incorporated by reference as set forth therein.
38
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.** | |||||||
* 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: April 24, 2025
39
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: April 24, 2025
/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: April 24, 2025
/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 March 31, 2025 (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
April 24, 2025
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 March 31, 2025 (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
April 24, 2025