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Visteon CorpConsumer Discretionary · Motor Vehicle Parts & Accessories · CIK 1111335 · FY ends Dec 31
$105.94
+0.60 (+0.57%)
USD · as of 2026-08-21 · marketstack

VC · 10-K · period ended 2025-12-31

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filed 2026-02-19 · EDGAR original ↗

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Item 7.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 the Company. MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s consolidated financial statements and related notes appearing in Item 8 of this Annual Report on Form 10-K “Financial Statements and Supplementary Data”.

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, incorporates increased connectivity through onboard computing, software and cloud-enabled features, and includes 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, and voice enabled. The Company's broad portfolio of digital cockpit and electrification electronics positions Visteon to support these macro trends in the automotive industry.

•Long-Term Growth - The Company has continued to win business at a rate that exceeds current sales levels by demonstrating product quality, technical and development capability, new product innovation, reliability, timeliness, product design, manufacturing capability, and flexibility, as well as overall customer service.

•Balanced Capital Allocation with a Strong Balance Sheet - The Company continues to maintain a strong balance sheet to withstand near-term industry volatility and support a balanced capital allocation framework. The Company is primarily focused on allocating capital to high-returning organic initiatives that increase internal capabilities, attractive inorganic growth opportunities, and returning capital to shareholders. In March 2023, the Company announced a $300 million share repurchase program maturing at the end of 2026. The Company has repurchased $226 million of Company common stock under this program. During the year ended December 31, 2025, the Company paid a total of $15 million of quarterly cash dividends. During the year ended December 31, 2025, Visteon paid a net cash outlay of $50 million on inorganic growth to acquire a user experience electronics engineering consulting and consumer research company.

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Financial Results

The pie charts below highlight the sales breakdown for Visteon for the year ended December 31, 2025.

*Regional sales are based on the geographic region where sale originates and not where customer is located (excludes inter-regional eliminations).

Global Automotive Market Conditions and Production Levels

Global light-vehicle production rose approximately 4% in 2025, based on January 2026 S&P Global data, while production volumes for the Company’s key customers decreased around 1%. In North America, retail demand remained resilient with U.S. seasonally adjusted retail sales above 16 million units in 2025, although electric-vehicle (“EV”) purchases softened in the fourth quarter following accelerated buying activity ahead of expiring tax credits. Industry production declined slightly, and production at the Company’s major customers declined at a slightly higher rate. In Europe, industry production decreased slightly compared to the prior year, while production at the Company’s top customers declined at a higher rate. Jaguar Land Rover (“JLR”) production was down significantly as operations were temporarily suspended during September and the company slowly ramped up production in the fourth quarter. In China, production increased by 10%, supported by continued share gains of domestic OEMs, and production at the Company’s key customers increased year over year but continued to lag the broader market due to ongoing shifts in OEM mix.

For the full year 2026, S&P Global expects global light-vehicle production to decrease slightly compared to 2025, and production volumes for the Company’s key customers are anticipated to decline by a low-single-digit percentage. Market conditions remain mixed across regions, with retail demand in the U.S. remaining stable, though sales of EVs are expected to decline due to the recent expiration of certain tax credits. Retail demand in Europe is forecasted to increase slightly, while retail demand in China is forecasted to decline marginally due to recent changes in government incentives. In 2026, memory chip market conditions may create cost pressures and have the potential to affect industry production volumes, as memory supplier capacity is increasingly allocated to support growth in data center infrastructure. The impact of tariffs on the automotive industry remains uncertain, with the potential to increase production costs and weigh on future vehicle volumes; however, the effects have been minimal to date.

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

Company Highlights

In 2025, Visteon continued to progress on its long-term growth strategy, making meaningful progress across product development, customer expansion, operational execution, and capital allocation, despite a challenging and uneven automotive environment.

Sales were $3,768 million, down 3% year over year, reflecting lower customer commodity price recoveries, continued market weakness in China and lower demand for its battery management system. Despite these headwinds, Visteon continued to outperform underlying customer production trends, supported by new product launches, strong performance in displays, and disciplined commercial execution. Net income attributable to Visteon was $201 million, reflecting a decline from the prior year due largely to a higher income tax provision driven primarily by changes in the Company's valuation allowance assessments, offset in part by lower restructuring costs and higher earnings from non‐consolidated affiliates. Adjusted EBITDA1 was $492 million reflecting continued operational discipline and effective cost management despite lower reported sales.

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Strategic execution in 2025 was highlighted by strong new business momentum including next-generation cockpit technologies. During the year, Visteon secured $7.4 billion of new business awards across its product portfolio, reflecting broad-based customer demand for digital cockpits and advanced displays. Notably, the Company secured two SmartCoreTM high-performance computing (“HPC”) program awards, reinforcing customer confidence in the scalability of its cockpit domain controller architecture and its ability to support increased software content and advanced in-cabin functionality. The 2025 business wins of $7.4 billion included $3.6 billion of new display wins across 17 OEM customers. The Company also launched 18 new display products and expanded beyond its core markets, securing $1.1 billion of new business in two-wheeler and commercial vehicle applications.

Operationally, in 2025 Visteon delivered its fifth consecutive year of positive net income attributable to Visteon, by generating $201 million. While net income attributable to Visteon declined year‐over‐year driven primarily by changes in the Company's valuation allowance assessments, underlying profitability remained solid, supported by strong operational performance. Solid gross margin performance, disciplined cost actions, and continued commercial execution enabled the Company to maintain strong net income despite lower sales and industry volatility. The Company delivered its fifth consecutive year of Adjusted EBITDA1 margin expansion, reflecting strong cost performance and disciplined commercial management.

In parallel with these commercial and operational achievements, Visteon generated strong cash flow from operations during the year, reflecting the strength of its earnings profile, disciplined working capital management, and capital efficiency. The Company also maintained a balanced approach to capital allocation, returning approximately $70 million to shareholders through share repurchases and dividends while also completing a second engineering services acquisition to further strengthen its capabilities.

Taken together, these achievements demonstrate Visteon’s ability to execute across its strategic priorities, deliver measurable financial and operational results, and position the Company for sustained long-term growth.

1 Adjusted EBITDA is a Non-GAAP financial measure, as defined below.

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Results of Operations

Year ended December 31, 2025 Compared to Year ended December 31, 2024

The Company's consolidated results of operations for the years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

Selling, general and administrative expenses (202) (207) 5

Restructuring, net (8) (32) 24

Interest income (expense), net 9 2 7

Equity in net (loss) income of non-consolidated affiliates 8 (3) 11

Other income (expense), net (1) 7 (8)

Income (loss) before income taxes 338 298 40

Benefit from (provision for) income taxes2 (125) 8 (133)

Less: Net (income) loss attributable to non-controlling interests (12) (10) (2)

Net income (loss) attributable to Visteon Corporation2 $ 201 $ 296 $ (95)

1Adjusted EBITDA is a Non-GAAP financial measure, as defined below.

Net Sales and Cost of Sales

(In millions) Net Sales Cost of Sales Gross Margin

Volume, mix, and net new business (106) 85 (21)

Customer pricing, net (141) — (141)

Currency 1 — 1

Engineering costs, net — (35) (35)

Cost performance, design changes, and other 148 49 197

Net sales for the year ended December 31, 2025 totaled $3,768 million, which represents a decrease of $98 million compared with 2024. Volumes and net new business decreased net sales by $106 million. Customer pricing decreased net sales by $141 million as a result of annual price reductions and lower customer recoveries due to improving supply chain dynamics. Currency increased sales by $1 million due to increases in the euro and Thai baht which were partially offset by decreases in the Indian rupee and Brazilian real. Other cost performance, design changes and other increased net sales by $148 million primarily due to one-time items and sales from the recently acquired engineering services companies.

Cost of sales decreased $99 million for the year ended December 31, 2025, when compared with 2024. Volume, mix and net new business decreased cost of sales by $85 million. Net engineering costs, excluding currency, increased cost of sales by $35 million primarily driven by recently acquired engineering services companies. Currency impacts were flat due to increases in the Mexican peso and euro which were offset by a decrease in the Brazilian real. Cost performance, design changes and other items decreased cost of sales by $49 million primarily due to operational efficiencies.

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A summary of net engineering costs is shown below:

Year Ended December 31,

Gross engineering costs $ (364) $ (334)

Engineering costs, net $ (220) $ (191)

Gross engineering costs relate to forward model program development and advanced engineering activities and services. Net engineering costs of $364 million for the year ended December 31, 2025, including the impacts of currency, were $29 million higher than the same period of 2024. The increase is primarily due to recent engineering services acquisitions, partially offset by lower personnel cost and favorable impacts from currency.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $202 million, 5.4% of net sales, and $207 million, 5.4% of net sales, for the years ended December 31, 2025 and 2024, respectively. Expenses decreased during 2025 due to lower bad debt expense, partially offset by the impact of currency due to increases in the euro.

Restructuring, net

The Company recorded $8 million and $32 million of net restructuring expense for the years ended December 31, 2025 and 2024, respectively. These expenses are primarily related to employee severance. The decrease is primarily related to the non-recurrence of the third quarter 2024 restructuring program.

Interest, Net

Net interest income for the year ended December 31, 2025, was $9 million, compared to interest income of $2 million in the same period 2024. The increase in interest income, net of expense, during 2025 is due to interest income on increased cash balances and decreased interest expense due to a lower principal debt balance and lower interest rates on debt.

Equity in Net Income of Non-Consolidated Affiliates

Equity in net income of non-consolidated affiliates was income of $8 million and a loss of $3 million for the years ended December 31, 2025 and 2024, respectively. The increased income is due to increased net operating profits at affiliates.

Other Income (Loss), Net

Other income (loss), net consists of the following:

Year Ended December 31,

Pension financing benefits, net $ 8 $ 11

Pension settlement and curtailment (7) (4)

Other gains (costs) (2) —

Pension financing benefits, net decreased due to lower expected return on assets related to employee benefit plans.

During the year ended December 31, 2025, the Company entered into an annuity contract to transfer a portion of its U.S. defined benefit pension obligations to a third‐party insurer, resulting in a settlement loss of $7 million.

During the year ended December 31, 2024 the Company incurred settlement and curtailment losses of $4 million related to an early buyout of individuals in the U.S. defined benefit plan.

Income Taxes

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The Company recorded an income tax provision of $125 million for the year ended December 31, 2025, compared to a $8 million income tax benefit in 2024. The year‐over‐year change of $133 million was driven primarily by changes in the Company’s valuation allowance assessments.

During the fourth quarter of 2025, the Company updated its forward‐looking profitability projections and reassessed the expected utilization of its deferred tax carryforward attributes using the tax law ordering approach, consistent with the change in accounting principle described in Note 1, "Summary of Significant Accounting Policies" within Part II, Item 8, “Financial Statements and Supplementary Data." This reassessment reflected the estimated impacts of the One Big Beautiful Bill Act (the “Act”) and refinements to state-level valuation allowance estimates. As a result, the Company recognized a combined $55 million of discrete income tax expense during 2025. Also in the fourth quarter of 2025, the Company concluded that certain deferred tax assets in Germany and Brazil were more likely than not to be realized, resulting in a $20 million non‐cash tax benefit.

In 2024, the Company determined that additional deferred tax assets in the U.S. and Germany were more likely than not to be realized, resulting in non‐cash tax benefits of $71 million and $7 million, respectively. The net year‐over‐year change in valuation allowance adjustments contributed $113 million to the increase in income tax expense. The remaining $20 million increase is primarily attributable to the overall increase in pretax income, including changes in the mix of earnings and differing tax rates between jurisdictions, withholding taxes, and uncertain tax positions.

For additional information regarding the Company’s valuation allowances, see Note 14, "Income Taxes" within Part II, Item 8, “Financial Statements and Supplementary Data.”

Adjusted EBITDA1

The Company defines Adjusted EBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.

Adjusted EBITDA1 is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA1 may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA1 is not a recognized term under U.S. generally accepted accounting principles ("GAAP") and does not purport to be a substitute for net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. Adjusted EBITDA1 has limitations as an analytical tool and is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The Company uses Adjusted EBITDA1 as a factor in incentive compensation decisions and to evaluate the effectiveness of the Company's business strategies. In addition, the Company's credit agreements use measures similar to Adjusted EBITDA1 to measure compliance with certain covenants.

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The reconciliation of Adjusted EBITDA1 to net income attributable to Visteon for the years ended December 31, 2025 and 2024 is as follows:

Year Ended December 31,

Net income (loss) attributable to Visteon Corporation2 $ 201 $ 296 $ (95)

Depreciation and amortization 109 96 13

Restructuring, net 8 32 (24)

Provision for (benefit from) income tax2 125 (8) 133

Non-cash, stock-based compensation expense 45 41 4

Interest (income) expense, net (9) (2) (7)

Net income (loss) attributable to non-controlling interests 12 10 2

Equity in net loss (income) of non-consolidated affiliates (8) 3 (11)

Other, net 9 6 3

1Adjusted EBITDA is a Non-GAAP financial measure, as defined above.

Adjusted EBITDA1 was $492 million for the year ended December 31, 2025, an increase of $18 million compared to 2024. Strong cost performance, disciplined commercial actions, and favorable one‐time items, partially offset by higher warranty expense and the negative effects of volume and net new business, resulted in a net benefit of approximately $195 million. This improvement was offset by a $141 million reduction from customer pricing and lower recoveries as supply‐chain conditions normalized. Adjusted EBITDA1 was further impacted by $35 million of higher net engineering costs and $1 million unfavorable foreign currency effect, primarily from movements in the euro and Thai baht, partially offset by the Indian rupee.

Results of Operations

Year ended December 31, 2024 Compared to Year ended December 31, 2023

During the fourth quarter of 2025, the Company elected to change its accounting method for assessing the realizability of U.S. deferred tax assets from the incremental cash tax savings method to the tax‐law‐ordering method. This change is further described in Note 1, "Summary of Significant Accounting Policies", to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‐K.

For a complete analysis of our financial condition and results of operations for fiscal year 2024, including the comparison to fiscal year 2023, refer to Part II, Item 7 of our Annual Report on Form 10‐K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 18, 2025. The discussion presented below addresses only those sections with relevant updates resulting from the change in accounting principle.

The Company's consolidated results of operations for the years ended December 31, 2024 and 2023 were as follows.

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Year Ended December 31,

Selling, general and administrative expenses (207) (207) —

Restructuring, net (32) (5) (27)

Interest income (expense), net 2 (7) 9

Equity in net (loss) income of non-consolidated affiliates (3) (10) 7

Other income (expense), net 7 (1) 8

Income (loss) before income taxes 298 257 41

Benefit from (provision for) income taxes2 8 330 (322)

Less: Net (income) loss attributable to non-controlling interests (10) (19) 9

Net income (loss) attributable to Visteon Corporation2 $ 296 $ 568 $ (272)

1Adjusted EBITDA is a Non-GAAP financial measure, as defined above.

Income Taxes

The Company's benefit from income taxes was $8 million for year ended December 31, 2024, reflecting a $322 million increase compared to the $330 million benefit from income taxes in 2023. In the fourth quarter of 2023, the Company released $395 million from its deferred tax valuation allowance related to U.S. federal and certain state deferred tax assets. In 2024, the Company determined that additional U.S. deferred income tax assets were more likely than not to be realized resulting in a $71 million non-cash tax benefit.

Adjusted EBITDA1

The Company defines Adjusted EBITDA1 as net income attributable to the Company adjusted to eliminate the impact of depreciation and amortization, non-cash stock-based compensation expense, provision for income taxes, net interest expense, net income attributable to non-controlling interests, restructuring and impairment expense, equity in net income of non-consolidated affiliates, and other gains and losses not reflective of the Company's ongoing operations.

Adjusted EBITDA1 is presented as a supplemental measure of the Company's financial performance that management believes is useful to investors because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company's operating activities across reporting periods. Not all companies use identical calculations and, accordingly, the Company's presentation of Adjusted EBITDA1 may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA1 is not a recognized term under U.S. generally accepted accounting principles ("GAAP") and does not purport to be a substitute for net income as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. Adjusted EBITDA1 has limitations as an analytical tool and is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. The Company uses Adjusted EBITDA1 as a factor in incentive compensation decisions and to evaluate the effectiveness of the Company's business strategies. In addition, the Company's credit agreements use measures similar to Adjusted EBITDA1 to measure compliance with certain covenants.

The reconciliation of Adjusted EBITDA1 to net income attributable to Visteon for the years ended December 31, 2024 and 2023 is as follows.

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Year Ended December 31,

Net income (loss) attributable to Visteon Corporation2 $ 296 $ 568 $ (272)

Depreciation and amortization 96 104 (8)

Restructuring, net 32 5 27

Provision for (benefit from) income tax2 (8) (330) 322

Non-cash, stock-based compensation expense 41 34 7

Interest (income) expense, net (2) 7 (9)

Net income (loss) attributable to non-controlling interests 10 19 (9)

Equity in net loss (income) of non-consolidated affiliates 3 10 (7)

1Adjusted EBITDA is a Non-GAAP financial measure, as defined above.

Adjusted EBITDA1 was $474 million for the year ended December 31, 2024, representing an increase of $40 million when compared to 2023. Favorable volumes and mix, and the ongoing benefits of cost and commercial discipline increased Adjusted EBITDA1 by $37 million. Foreign currency decreased Adjusted EBITDA1 by $12 million, primarily attributable to the Brazilian real and Japanese yen, partially offset by the Mexican peso. Net engineering costs, excluding currency, increased Adjusted EBITDA1 by $15 million from favorable timing of recoveries.

Liquidity

Overview

The Company's primary sources of liquidity are cash flows from operations, existing cash balances, and borrowings under available credit facilities. The Company's intra-year needs are normally impacted by seasonal effects in the industry, such as mid-year shutdowns, the ramp-up of new model production, and year-end shutdowns at key customers.

A substantial portion of the Company's cash flows from operations are generated by operations located outside of the U.S. 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 December 31, 2025, the Company’s corporate credit rating has been upgraded from BB to BB+ by Standard & Poor’s and from Ba2 to Ba1 by Moody's. See Note 11, "Debt" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a comprehensive discussion of the Company's debt facilities. Incremental funding requirements of the Company's consolidated foreign entities are primarily accommodated by intercompany cash pooling structures and intercompany load agreements. Affiliate working capital lines had availability of $150 millionand the Company had $400 million of available credit under the revolving credit facility as of December 31, 2025.

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Cash Balances

As of December 31, 2025, the Company had total cash and equivalents of $773 million, including $2 million of restricted cash and $104 million of cash attributable to the Company's joint venture partners should the Company elect to issue cash dividends.

Cash balances totaling $573 million were located in jurisdictions outside of the U.S., of which approximately $235 million is considered permanently reinvested for funding ongoing operations outside of the U.S. 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 2025, the Company returned capital to shareholders through both dividends and share repurchases, paying $15 million in quarterly cash dividends and repurchasing 555,997 shares at an average price of $101.70, totaling $57 million. Decisions regarding future dividends remain at the sole discretion of the Board of Directors and will depend on a range of factors, including general economic conditions, the Company’s financial performance, available liquidity, capital requirements, regulatory considerations, and other relevant matters. These actions reflect the Company’s ongoing commitment to shareholder returns and form an integral part of its broader capital allocation strategy.

During the year ended December 31, 2025, cash contributions to the Company's defined benefit plans were $17 million related to its U.S. plans and $7 million related to its non-U.S. plans. Additionally, the Company expects to make contributions to its U.S. and Non-US defined benefit pension plans of $3 million and $8 million, respectively during 2026.

During the year ended December 31, 2025, the Company paid $15 million related to restructuring activities. Additional discussion regarding the Company's restructuring activities is provided in Note 4, "Restructuring" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

The Company has committed to make investments totaling $20 million in multiple entities principally focused on the automotive sector pursuant to limited partnership agreements. As of December 31, 2025, the Company has contributed $15 million toward the aggregate investment commitments. As a limited partner in each entity, the Company will periodically make capital contributions toward the total commitment amount.

On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026. Under this program, the Company will repurchase shares at the prevailing market prices pursuant to specified share price and daily volume limits. During the year ended December 31, 2025, the Company purchased 555,997 shares at an average price of $101.70 related to this program totaling $57 million. As of December 31, 2025, the Company has $74 million of authorized purchases of common stock remaining.

Purchase Obligations

As of December 31, 2025, the Company has contractual purchase obligations of approximately $44 million through 2029.

Leases

The Company has operating leases primarily for corporate offices, technical and engineering centers, vehicles, and certain equipment with future lease obligations ranging from 2026 to 2037. Additional discussion regarding the Company's leasing activities is provided in Note 9, "Leases" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Taxes

The Company may be required to make significant cash outlays related to its unrecognized tax benefits, including interest and penalties. As of December 31, 2025, the Company had unrecognized tax benefits, including interest and penalties, that would be expected to result in a cash outlay of $23 million. The Company further expects that it is reasonably possible that the anticipated settlement of an ongoing bilateral Advance Pricing Agreement (“APA”) with the U.S. Internal Revenue Service and the India Tax Authority (“ITA”) could result in payment to the ITA in the range of $10 to $15 million (including interest) by the end of 2026. Given the number of years, jurisdictions and positions subject to examination, the Company is unable to estimate the timing of cash settlement, if any, for its remaining unrecognized tax benefits with the respective taxing authorities.

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For further information related to the Company’s unrecognized tax benefits, see Note 14, “Income Taxes” within Part II, Item 8, “Financial Statements and Supplementary Data.” to the consolidated financial statements included in this Report.

Cash Flows

Operating Activities

The Company generated $410 million of cash from operating activities during 2025, compared with $427 million in 2024. Cash from operations benefited from strong operating performance including solid profitability and working capital management. The year‐over‐year change was driven primarily by higher cash tax payments of $25 million and increased incentive compensation of $13 million.

Investing Activities

Net cash used by investing activities was $181 million and $189 million during the years ended December 31, 2025 and 2024, respectively. The $8 million decrease in cash used by investing activities compared to the prior year is primarily due to decreased capital expenditures of $4 million and the decrease in acquisition of businesses, net of cash acquired, of $5 million.

Financing Activities

Net cash used by financing activities was $116 million and $100 million for during the years ended December 31, 2025 and 2024, respectively. This $16 million increase compared to the prior year is primarily attributable to cash paid for dividends to shareholders of $15 million.

Debt and Capital Structure

See "Liquidity" above and also see Note 11, "Debt" and Note 15, "Stockholders' Equity and Non-controlling Interests" to the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further information.

Fair Value Measurements

See Note 17, "Fair Value Measurements" to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Change in Accounting Principle

Assessing Realizability of U.S. Deferred Tax Assets Accounting Method Change

During the fourth quarter of 2025, the Company changed its accounting method for assessing the realizability of its deferred tax assets and resulting valuation allowance from the incremental cash tax savings method to the tax-law-ordering methodology. The Company has determined that the tax-law-ordering methodology is preferable because it provides greater transparency regarding utilization of existing attributes and prioritizes existing attributes over future attributes. Refer to Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Critical Accounting Estimates

The Company’s significant accounting policies have been disclosed in the consolidated financial statements and accompanying notes under Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Certain policies relate to estimates that involve matters that are highly uncertain at the time the accounting estimate is made and different estimates or changes to an estimate could have a material impact on the reported financial position, changes in financial condition or results of operations. Such critical estimates are discussed below. For these, materially different amounts could be reported under varied conditions and assumptions. Other items in the Company's consolidated financial statements require estimation; however, in the Company's opinion, they are not as critical as those discussed below.

Business Combinations

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We allocate the fair value of purchase consideration to the assets acquired, liabilities assumed, and any noncontrolling interest based on their fair values at the acquisition date. When determining the fair values, we make significant estimates and assumptions, especially concerning intangible assets. Critical estimates when valuing intangible assets include expected future cash flows based on consideration of revenue and revenue growth rates and margins, customer attrition rates, future changes in technology and brand awareness, loyalty and position, and discount rates. Any purchase consideration in excess of the fair values of the net assets acquired is recorded as goodwill.

Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available. The fair value of contingent consideration arrangements is remeasured annually until settlement, with changes in fair value recognized as Other income (loss). This remeasurement requires the use of significant estimates and assumptions, which vary based on the specific criteria of underlying each arrangement.

Acquisition costs are expensed as incurred and recorded in Other income (loss) on the income statement.

Revenue Recognition

Revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Discrete price adjustments may occur during the vehicle production period in order for the Company to remain competitive with market prices or based on changes in product specifications. Some of these price adjustments are non-routine in nature and require estimation. In the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order, the Company records consideration at the most likely amount to which the Company expects to be entitled based on historical experience and input from customer negotiations. See Note 1, "Summary of Significant Accounting Policies” in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Product Warranty and Recall

The Company accrues for warranty obligations for products sold based on management estimates, with support from the Company’s sales, engineering, quality, and legal functions, of the amount that eventually will be required to settle such obligations. These estimates consider several factors including contractual arrangements, past experience, current claims, production changes, industry developments, dealership repair practices, repair time and other relevant information available at the time the estimate is made. Management applies a consistent estimation approach that reflects the most supportable amount within the range of potential outcomes based on the information evaluated.

The Company accrues for product recall claims related to potential financial participation in customer actions to provide remedies associated with actual or threatened regulatory or court actions or the Company’s determination of the potential for such actions. These accruals are based on the specific facts and circumstances underlying each matter, with support from the Company’s engineering, quality, and legal functions and reflect management's best estimate of the obligations that will ultimately be incurred. See Note 19, "Commitments and Contingencies" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Restructuring

The Company accrues costs in connection with its restructuring of the engineering, administration, and manufacturing organizations. These accruals include estimates primarily related to employee headcount, local statutory benefits, and other employee termination costs. Actual costs may vary from these estimates. These accruals are reviewed on a quarterly basis and changes to restructuring actions are recognized when approved. See Note 4, “Restructuring” in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Pension Plans

Certain Company employees participate in defined benefit pension plans or retirement/termination indemnity plans. The Company has approximately $50 million in unfunded net pension liabilities as of December 31, 2025, of which approximately $38 million and $12 million are attributable to U.S. and non-U.S. pension plans, respectively. The determination of the Company’s obligations and expense for its pension plans is dependent on assumptions set by the Company used by actuaries in calculating such amounts. Assumptions, including the discount rate, expected long-term rate of return on plan assets, and rate of increase in compensation, are described in Note 12, “Employee Benefit Plans” to the Company’s consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K, which are incorporated herein by reference.

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Actual results that differ from assumptions used are accumulated and amortized over future periods and, accordingly, generally affect recognized expense in future periods. Therefore, assumptions used to calculate benefit obligations as of the annual measurement date directly impact the expense to be recognized in future periods. The primary assumptions affecting the Company’s accounting for employee benefits, as of December 31, 2025, are as follows:

Expected long-term rate of return on plan assets

The expected long-term rate of return is used to calculate net periodic pension cost. The required use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. Over time the expected long-term rate of return on plan assets is designed to approximate actual returns. The expected long-term rate of return for pension assets has been estimated based on various inputs, including historical returns for the different asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market returns, inflation, and other variables.

U.S. Plans Non-U.S. Plans

The Company has set the long-term rates of return assumptions for its 2026 pension expense which range from 2.00% to 10.60% outside the U.S. and 7.06% in the U.S.

Discount rate

The Company uses the spot rate method to estimate the service and interest components of net periodic benefit cost for pension benefits for its U.S. and certain non-U.S. plans. The Company has elected to utilize an approach that discounts individual expected cash flows underlying interest and service costs using the applicable spot rates derived from the yield curve used to determine the benefit obligation to the relevant projected cash flows. The discount rate assumption is based on market rates for a hypothetical portfolio of high-quality corporate bonds rated Aa or better with maturities closely matched to the timing of projected benefit payments for each plan at its annual measurement date.

U.S. Plans Non-U.S. Plans

While the Company believes that these assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect the Company’s pension benefit obligations and its future expense. The following table illustrates the sensitivity to a change in certain assumptions for Company sponsored U.S. and non-U.S. pension plans on its 2025 funded status and 2026 pretax pension expense.

(a) Assumes all other assumptions are held constant.

(b) Excludes impact of assets used to hedge discount rate volatility.

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Income Taxes

The Company’s income tax expense, deferred tax assets and liabilities, and liabilities for uncertain tax positions reflect management’s estimates of current and future tax obligations. Because the Company is subject to income taxation in the United States and numerous foreign jurisdictions, the determination of consolidated income tax expense requires significant judgment.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their carrying amounts in the financial statements. In assessing the realizability of deferred tax assets in each jurisdiction, the Company evaluates all available positive and negative evidence, including historical and projected future taxable income, the expected timing of reversals of temporary differences, anticipated utilization of tax attribute carryforwards such as net operating losses and foreign tax credits, and available tax planning strategies.

Management’s estimates of future taxable income incorporate historical operating results, adjusted for non‐recurring items, together with forecasts of federal, state, and foreign pretax operating income. These projections require significant judgment and are consistent with the assumptions used to manage the Company’s operations. When the weight of available evidence indicates that it is more likely than not that a deferred tax asset will not be realized, the Company records a valuation allowance.

Effective December 31, 2025, the Company changed its method for assessing the realizability of U.S. deferred tax assets from an incremental cash‐tax‐savings approach to the tax‐law‐ordering approach. Management determined that the tax‐law‐ordering approach is preferable because it provides greater transparency regarding the expected utilization of existing tax attributes, prioritizes existing attributes over future attributes, aligns with prevailing practice, and is consistent with approaches publicly disclosed by peer companies. Under this approach, the Company evaluates whether existing U.S. tax carryforward deferred tax assets are expected to reduce future tax liabilities when utilized, rather than assessing realizability solely based on incremental cash‐tax savings. This change in accounting principle has been applied retrospectively. See Note 1, "Summary of Significant Accounting Policies" within Part II, Item 8, "Financial Statements and Supplementary Data" for additional information.

Prior to December 31, 2023, the Company maintained a full valuation allowance against its U.S. deferred tax assets due primarily to historical cumulative losses. As of December 31, 2023, after evaluating both positive and negative evidence, including projected future taxable income supported by objective and verifiable earnings history, the Company concluded that it was more likely than not that a substantial portion of its U.S. deferred tax assets would be realized, and accordingly released a portion of the valuation allowance.

As of December 31, 2025, deferred tax assets not expected to be realized primarily relate to (i) foreign tax credit carryforwards, as the Company has generated and expects to continue generating excess credits that are not expected to be utilized prior to expiration; (ii) certain U.S. research credit carryforwards expected to expire unused; and (iii) certain state net operating loss carryforwards expected to expire prior to utilization. The ultimate realization of deferred tax assets depends on the generation of sufficient taxable income during the periods in which deductible temporary differences reverse. In making this assessment, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies.

Based on historical taxable income and projected future taxable income over the periods in which deferred tax assets are expected to be realized, management believes it is more likely than not that the Company will realize the benefits of its deferred tax assets, net of existing valuation allowances.

See Note 14, "Income Taxes" in the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Recent Accounting Pronouncements

See Note 1, “Summary of Significant Accounting Policies” to the Company's consolidated financial statements under Part II, Item 8 of this Annual Report on Form 10-K for a discussion of recent accounting pronouncements.

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Forward-Looking Statements

Certain statements contained or incorporated in this Annual Report on Form 10-K which are not statements of historical fact constitute “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements give current expectations or forecasts of future events. 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 including those discussed in Item 1A under the heading “Risk Factors” and elsewhere in this Annual Report on Form 10-K. 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 Annual Report on Form 10-K. 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.

You should understand that various factors, in addition to those discussed elsewhere in this document, could affect the Company’s future results and could cause results to differ materially from those expressed in such forward-looking statements, including:

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

•Significant or prolonged shortage of critical components from Visteon’s suppliers including, but not limited to semiconductors (including DRAM) and those components from suppliers who are sole or primary sources.

•Failure of the Company’s joint venture partners to comply with contractual obligations or to exert undue influence in China.

•Significant changes in the competitive environment in the major markets where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold.

•Visteon’s ability to satisfy its future capital and liquidity requirements; Visteon’s ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to Visteon; Visteon’s ability to comply with covenants applicable to it; and the continuation of acceptable customer and supplier payment terms.

•Visteon's ability to avoid or continue to operate during a strike, or partial work stoppage or slow down at any of Visteon's principal customers

•Visteon’s ability to access funds generated by its foreign subsidiaries and joint ventures on a timely and cost-effective basis.

•Changes in the operations (including products, product planning, and part sourcing), financial condition, results of operations, or market share of Visteon’s customers.

•Changes in vehicle production volume of Visteon’s customers in the markets where it operates.

•Visteon’s ability to grow its business with Chinese domestics OEMs and to compete with Chinese domestic suppliers as they expand their market-share outside of China.

•Increases in commodity costs and the Company's ability to offset or recover these costs or disruptions in the supply of commodities, including resins, copper, fuel, and natural gas.

•Visteon’s ability to generate cost savings to offset or exceed agreed-upon price reductions or price reductions to win additional business and, in general, improve its operating performance; to achieve the benefits of its restructuring actions; and to recover engineering and tooling costs and capital investments.

•Visteon’s ability to compete favorably with automotive parts suppliers with lower cost structures and greater ability to rationalize operations; and to exit non-performing businesses on satisfactory terms, particularly due to limited flexibility under existing labor agreements.

•Restrictions in labor contracts with unions that restrict Visteon’s ability to close plants, divest unprofitable, noncompetitive businesses, change local work rules and practices at a number of facilities, and implement cost-saving measures.

•The costs and timing of facility closures or dispositions, business or product realignments, or similar restructuring actions, including potential asset impairment or other charges related to the implementation of these actions or other adverse industry conditions and contingent liabilities.

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•Legal and administrative proceedings, investigations, and claims, including shareholder class actions, inquiries by regulatory agencies, product liability, warranty, employee-related, environmental and safety claims, and any recalls of products manufactured or sold by Visteon.

•Changes in economic conditions, currency exchange rates, interest rates, changes in foreign laws, regulations or trade policies, including export controls of certain parts or materials or political stability in foreign countries where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold.

•Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages, or other interruptions to or difficulties in the employment of labor in the major markets where Visteon purchases materials, components, or supplies to manufacture its products or where its products are manufactured, distributed, or sold.

•Visteon’s ability to satisfy its pension and other postretirement employee benefit obligations, and to retire outstanding debt and satisfy other contractual commitments, all at the levels and times planned by management.

•Changes in laws, tariffs, regulations, policies or other activities of governments, agencies and similar organizations, domestic and foreign, that may tax or otherwise increase the cost of, prohibit, or otherwise affect, the manufacture, licensing, distribution, sale, ownership, or use of Visteon’s or its suppliers' products or assets.

•Possible terrorist attacks or acts of war, which could exacerbate other risks such as slowed vehicle production, interruptions in the transportation system, changes in fuel prices, and disruptions of supply.

•The cyclical and seasonal nature of the automotive industry.

•Visteon’s ability to comply with environmental, safety, and other regulations applicable to it and any increase in the requirements, responsibilities, and associated expenses and expenditures of these regulations.

•Disruptions in information technology systems including, but not limited to, system failure, cyber-attack, malicious computer software (malware including ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters.

•Visteon’s ability to protect its intellectual property rights and to respond to changes in technology and technological risks and to claims by others that Visteon infringes their intellectual property rights.

•Visteon’s ability to quickly and adequately remediate control deficiencies in its internal control over financial reporting.

•Other factors, risks and uncertainties detailed from time to time in Visteon’s Securities and Exchange Commission filings.

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Item 7A.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 pretax gain or loss in fair value from a 10% favorable or adverse change in quoted currency exchange rates would be approximately $22 million and $20 million for foreign currency derivative financial instruments as of December 31, 2025 and 2024, respectively. 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 18, "Financial Instruments" to the Company's consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for additional information.

Commodity Risk

The Company's exposures to market risk from changes in the price of production material are managed primarily through negotiations with suppliers and customers, although there can be no assurance that the Company will recover all such costs from customers. 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.

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Item 8.Financial Statements and Supplementary Data

Visteon Corporation and Subsidiaries

Index to Consolidated Financial Statements

Page No.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 0034) 41

Consolidated Balance Sheets as of December 31, 2025 and 2024 46

Notes to Consolidated Financial Statements 49

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Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of Visteon Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Visteon Corporation and subsidiaries (the "Company") as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the UX Acquisition, which was acquired on May 31, 2025, and whose financial statements constitutes less than 4% of total assets and less than 1% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at the UX Acquisition.

Change in Accounting Method

As discussed in Note 1 to the financial statements, during the fourth quarter of 2025, the Company changed its accounting method for assessing the realizability of its deferred tax assets and resulting valuation allowance from the incremental cash tax savings methodology to the tax-law-ordering methodology. This change in accounting method is also communicated as a critical audit matter below.

Basis for Opinions

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

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preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – Non-routine price adjustments- Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company’s revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Discrete price adjustments may occur during the vehicle production period in order for the Company to remain competitive with market prices or based on changes in product specifications. Some of these price adjustments are non-routine in nature and require estimation. In the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order, the Company records consideration at the most likely amount to which the Company expects to be entitled based on historical experience and input from customer negotiations.

Auditing non-routine price adjustments required a high degree of auditor judgment to evaluate the evidence available from customer negotiations.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to non-routine price adjustments including the following, among others:

•We tested the effectiveness of controls over non-routine price adjustments.

•We tested a sample of non-routine price adjustments recorded and compared such adjustments to underlying supporting documentation.

•We inspected pricing-related communications between the Company and its customers.

•With the assistance of professionals in our firm with expertise in revenue recognition, we evaluated the Company’s conclusions for a non-routine price adjustment.

•We evaluated management’s process for estimating non-routine price adjustments by comparing current year adjustments to accruals established in prior periods.

•We made inquiries of Company executives responsible for customer relationships regarding customer negotiations and non-routine price adjustments.

Income Taxes – Change in accounting principle – Assessing realizability of deferred tax assets accounting method change - Refer to Notes 1 and 14 to the financial statements (also see change in accounting method paragraph above)

Critical Audit Matter Description

During the fourth quarter of 2025, the Company changed its accounting methodology for assessing the realizability of its deferred tax assets and resulting valuation allowance from the incremental cash tax savings methodology to the tax-law-ordering methodology. The Company has determined that the tax-law-ordering methodology is preferable because it provides greater transparency regarding utilization of existing attributes and prioritizes existing attributes over future attributes.

Auditing the preferability and application of the tax-law-ordering methodology accounting change to the assessment of the realizability of the Company’s deferred tax assets and resulting valuation allowance required a high degree of auditor judgment

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and an increased extent of effort, including the need to involve professionals in our firm with expertise in income taxes and our income tax specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s change in accounting principle to the tax-law-ordering methodology included the following, among others:

•We tested the effectiveness of controls over management’s evaluation of the preferability and application of the tax-law-ordering methodology.

•With the assistance of professionals in our firm with expertise in income taxes, we evaluated the Company’s conclusions that the tax-law-ordering methodology is preferable.

•With the assistance of our income tax specialists, we tested the application of the tax-law-ordering methodology, including the underlying data and assumptions used by management and the retroactive application of the change in the accounting method.

•We tested the completeness and accuracy of management’s calculation of the income tax expense.

•We evaluated the appropriateness of the Company’s disclosures related to the change in accounting method.

/s/ Deloitte & Touche LLP

Detroit, Michigan

February 19, 2026

We have served as the Company's auditor since 2022.

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VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)

Year Ended December 31,

Selling, general and administrative expenses (202) (207) (207)

Restructuring, net (8) (32) (5)

Interest expense (13) (15) (17)

Equity in net income (loss) of non-consolidated affiliates 8 (3) (10)

Other income (loss), net (1) 7 (1)

Benefit from (provision for) income taxes (125) 8 330

Less: Net (income) loss attributable to non-controlling interests (12) (10) (19)

Net income (loss) attributable to Visteon Corporation $ 201 $ 296 $ 568

See accompanying notes to the consolidated financial statements.

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VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

Year Ended December 31,

Foreign currency translation adjustments (a) 68 (68) 15

Net investment hedge (a) (10) 13 (7)

Unrealized hedging gains (losses) (a) (4) (1) (1)

Other comprehensive income (loss) (a) 73 (46) (44)

Comprehensive income attributable to non-controlling interests 19 16 16

Comprehensive income attributable to Visteon Corporation $ 267 $ 244 $ 527

(a) These amounts are net of income tax effects.

See accompanying notes to the consolidated financial statements.

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VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)

December 31,

ASSETS

Cash and equivalents $ 771 $ 623

Restricted cash 2 3

Accounts receivable, net 613 578

Property and equipment, net 524 452

Investments in non-consolidated affiliates 29 27

Other non-current assets 189 94

LIABILITIES AND EQUITY

Short-term debt $ 18 $ 18

Accrued employee liabilities 122 107

Current lease liability 21 29

Other current liabilities 291 257

Total current liabilities 992 916

Non-current lease liability 109 78

Deferred tax liabilities 51 43

Other non-current liabilities 212 87

Stockholders’ equity:

Accumulated other comprehensive loss (240) (306)

Total Visteon Corporation stockholders’ equity 1,568 1,333

Non-controlling interests 83 81

Total liabilities and equity $ 3,386 $ 2,966

See accompanying notes to the consolidated financial statements.

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VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Year Ended December 31,

Operating Activities

Non-cash stock-based compensation 45 41 34

U.S. deferred tax benefit 55 (71) (395)

Other non-cash items 5 9 (6)

Changes in assets and liabilities:

Accounts receivable 6 61 13

Accounts payable (4) (32) (130)

Other assets and other liabilities (48) 8 (7)

Net cash provided from operating activities 410 427 267

Investing Activities

Capital expenditures, including intangibles (133) (137) (125)

Acquisition of businesses, net of cash acquired (50) (55) —

Loan provided to non-consolidated affiliate — (5) —

Loan repayment from non-consolidated affiliate — 5 —

Other, net 2 3 2

Net cash used by investing activities (181) (189) (123)

Financing Activities

Principal repayment of term debt facility (18) (18) (13)

Dividends paid to non-controlling interests (21) (12) (29)

Cash paid for dividends (15) — —

Repurchase of common stock (57) (63) (106)

Stock based compensation tax withholding payments (8) (7) (16)

Proceeds from the exercise of stock options 3 — 8

Net cash used by financing activities (116) (100) (156)

Effect of exchange rate changes on cash 34 (30) 7

Net increase (decrease) in cash, equivalents, and restricted cash 147 108 (5)

Cash, equivalents, and restricted cash at beginning of the period 626 518 523

Cash, equivalents, and restricted cash at end of the period $ 773 $ 626 $ 518

Supplemental Disclosures:

Cash paid for interest $ 12 $ 14 $ 16

Cash paid for income taxes, net of refunds $ 98 $ 73 $ 68

See accompanying notes to the consolidated financial statements.

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VISTEON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In millions)

Total Visteon Corporation Stockholders' Equity

Other comprehensive income (loss) — — — (41) — (41) (3) (44)

Stock-based compensation, net — 4 — — 21 25 — 25

Cash dividends — — — — — — (30) (30)

Other comprehensive income (loss) — — — (52) — (52) 6 (46)

Stock-based compensation, net — 20 — — 12 32 — 32

Shares repurchase — — — — (63) (63) — (63)

Dividends payable — — — — — — (7) (7)

Cash dividends — — — — — — (12) (12)

Acquisition of non-controlling interest — — — — — — (1) (1)

Other comprehensive income (loss) — — — 66 — 66 7 73

Stock-based compensation, net — 22 — — 18 40 — 40

Shares repurchase — — — — (57) (57) — (57)

Dividends payable — — — — — — (4) (4)

Cash dividends — — (15) — — (15) (13) (28)

See accompanying notes to the consolidated financial statements.

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VISTEON CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Summary of Significant Accounting Policies

Basis of Presentation: Visteon Corporation (the "Company" or "Visteon") financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") on a going concern basis, which contemplates the continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business.

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and subsidiaries over which it exerts control. Investments in affiliates over which the Company does not exercise control, but does have the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions, and balances have been eliminated.

The Company determines whether the joint venture in which it has invested is a Variable Interest Entity (“VIE”) at the start of each new venture and when a reconsideration event has occurred. An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has 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.

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 December 31, 2025 will be reflected in management's estimates for future periods.

Foreign Currency: We translate the assets and liabilities of foreign subsidiaries to United States (U.S.) dollars at end-of-period exchange rates. We translate the income statement elements of foreign subsidiaries to U.S. dollars at average-period exchange rates. We report the effect of translation for foreign subsidiaries that use the local currency as their functional currency as a separate component of stockholders' equity. Gains and losses resulting from the remeasurement of assets and liabilities in a currency other than the functional currency of a subsidiary are reported in current period income. We also report any gains and losses arising from transactions denominated in a currency other than the functional currency of a subsidiary in current period income. Net transaction gains and losses decreased net income by $3 million, $2 million, and $2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Revenue Recognition: The Company generates revenue from the production of automotive vehicle cockpit electronics parts sold to Original Equipment Manufacturers ("OEMs"), or Tier 1 suppliers at the direction of the OEM, under long-term supply agreements supporting new vehicle production. Such agreements may also require related production for service parts subsequent to initial vehicle production periods.

The Company’s contracts with customers consist of various governing documents (such as long-term supply agreements, master purchase agreements, purchase orders and customer release orders) which do not reach the level of a performance obligation of the Company until the Company receives either a purchase order and/or a customer release order for a specific number of parts at a specified price, at which point the collective group of documents represent an enforceable contract. While the long-term supply agreements generally range from three to five years, customers make no commitments to volumes, and pricing or specifications can change prior to or during production. The Company recognizes revenue when control of the parts produced are transferred to the customer according to the terms of the contract, which is usually when the parts are shipped or delivered to the customer’s premises. Customers are generally invoiced upon shipment or delivery and payment generally occurs within 30 to 90 days and does not include significant financing components. Customer returns, when they occur, relate to quality rework issues and are not connected to any repurchase obligation of the Company. As of December 31, 2025, all unfulfilled performance obligations are expected to be satisfied within the next twelve months, consistent with customary automotive production cycles.

Revenue is measured based on the transaction price and the quantity of parts specified in a contract with a customer. Discrete price adjustments may occur during the vehicle production period in order for the Company to remain competitive with market prices or based on changes in product specifications. Some of these price adjustments are non-routine in nature and require

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estimation. In the event the Company concludes that a portion of the revenue for a given part may vary from the purchase order, the Company records consideration at the most likely amount to which the Company expects to be entitled based on historical experience and input from customer negotiations. The Company records pricing accruals as adjustments to Net sales and Accounts receivable, net, within the Consolidated Statements of Operations and Consolidated Balance Sheets, respectively. In addition, the Company periodically negotiates cost recoveries with its customers.Recoveries are recorded as adjustments to Net sales when agreements with customers become contractual. The Company adjusts its pricing reserves at the earlier of when the most likely amount of consideration changes or when the consideration becomes fixed. Revenue recognized in 2025 related to performance obligations satisfied in prior periods was immaterial.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue. Shipping and handling costs associated with outbound freight after control of the parts has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of sales.

Engineering Costs and Pre‐Production Activities: Engineering, testing, and other design and development costs incurred in connection with customer programs are expensed as incurred unless reimbursement is contractually guaranteed under a customer agreement. When reimbursement is contractually guaranteed, the related engineering costs are capitalized as contract assets on the Consolidated Balance Sheet and subsequently reduced upon receipt of lump‐sum or piece‐price recoveries from the customer.

Repair and maintenance costs, engineering and other pre‐production costs that are not contractually guaranteed for reimbursement are expensed as incurred and classified within Cost of Sales. Pre‐production costs expensed represent engineering activities that are not contractually guaranteed for recovery. Engineering expenses include salaries and related employee benefits, contractor fees, information technology, occupancy, telecommunications, depreciation and amortization, forward model program development, and advanced engineering activities. Engineering expenses were $220 million, $191 million, and $210 million in 2025, 2024, and 2023, respectively, including customer recoveries of $144 million, $143 million, and $120 million, respectively.

Restructuring Expense: Restructuring expense includes costs directly associated with exit or disposal activities. Such costs include employee severance and termination benefits, special termination benefits, and other exit or disposal costs. In general, the Company records involuntary employee-related exit and disposal costs when there is a substantive plan for employee severance and related costs are probable and estimable. For one-time termination benefits and employee retention costs, expense is recorded when the employees are entitled to receive such benefits and the amount can be reasonably estimated. Contract termination fees and penalties and other exit and disposal costs are generally recorded when incurred.

Debt Issuance Costs: The costs related to issuance or modification of long-term debt are deferred and amortized into interest expense over the life of each respective debt issue. Deferred amounts associated with debt extinguished prior to maturity are expensed upon extinguishment.

Net Earnings (Loss) Per Share Attributable to Visteon: Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to Visteon by the average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to Visteon by the average number of common and potential dilutive common shares outstanding after deducting undistributed income allocated to participating securities. Performance based share units are considered contingently issuable shares and are included in the computation of diluted earnings per share if their conditions have been satisfied as if the reporting date was the end of the contingency period.

Cash and Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less, including short-term time deposits, commercial paper, repurchase agreements, and money market funds to be cash and cash equivalents. As of December 31, 2025, the Company's cash balances are invested in a diversified portfolio of cash and highly liquid cash equivalents including money market funds and time deposits with highly rated banking institutions with maturities less than three months. The cost of such funds approximates fair value based on the nature of the investment.

Restricted Cash: Restricted cash represents amounts designated for uses other than current operations and includes $1 million and $2 million related to a Letter of Credit Facility as of December 31, 2025 and 2024, respectively. Restricted cash also represents amounts of $1 million related to cash collateral for other corporate purposes as of December 31, 2025 and 2024.

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.

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The Company receives bank notes from certain customers in China to settle trade accounts receivable. The collection of such bank notes is included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. Bank notes may be held until maturity, exchanged with suppliers to settle liabilities, or sold to third‐party financial institutions in exchange for cash.

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

The allowance for doubtful accounts related to accounts receivable and related activity are summarized below:

December 31,

Balance at beginning of year $ 10 $ 7 $ 5

Provision — 3 2

Recoveries (1) — —

Balance at end of year $ 9 $ 10 $ 7

Provision for estimated uncollectible accounts receivable are included in Selling, general and administrative expenses in the Company's Consolidated Statements of Operations.

Inventories: Inventories are stated at the lower of cost, determined on a first-in, first-out (“FIFO”) basis, or net realizable value. Cost includes the cost of materials, direct labor, in-bound freight and the applicable share of manufacturing overhead. The cost of inventories is reduced for excess and obsolete inventories based on management’s review of on-hand inventories compared to historical and estimated future sales and usage.

Product Tooling: Product tooling includes molds, dies, and other tools used in production of a specific part or parts of the same basic design owned either by the Company or its customers. Company owned tooling is capitalized and depreciated over the shorter of the expected useful life of the tooling or the term of the supply arrangement, generally not exceeding five years. The Company had receivables of $35 million and $29 million as of December 31, 2025 and 2024, respectively, related to product tools which will not be owned by the Company and for which there is a contractual agreement for reimbursement from the customer.

Property and Equipment: Property and equipment is stated at cost, or if impaired at fair value as of the impairment date. Property and equipment is depreciated using the straight-line method of depreciation over the related asset's estimated useful life.

Asset impairment charges are recorded for assets held-in-use when events and circumstances indicate that such assets may not be recoverable and the undiscounted net cash flows estimated to be generated by those assets are less than their carrying amounts. If estimated future undiscounted cash flows are not sufficient to recover the carrying value of the assets, an impairment charge is recorded for the amount by which the carrying value of the assets exceeds fair value. Fair value is determined using appraisals, management estimates, or discounted cash flow calculations.

Leases: The Company determines if an arrangement is a lease at contract inception. Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company estimates the incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease expense is recognized on a straight-line basis over the lease term. The Company has lease agreements containing lease and non-lease components which are accounted for as a single lease component.

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Goodwill: Goodwill is tested for impairment annually as of October 1, or more frequently if events or changes in circumstances indicate a potential impairment. Goodwill is tested at the reporting unit level. Management performs a qualitative assessment that considers relevant factors, including overall financial performance, market conditions, and the Company’s market capitalization relative to carrying value. If this assessment indicates it is more likely than not that the reporting unit’s fair value is less than its carrying amount, the Company performs a quantitative impairment test. Under the quantitative test, the reporting unit’s fair value is compared to its carrying value, and an impairment loss is recognized for any excess of carrying value over fair value.

Intangible Assets: Definite-lived intangible assets are amortized over their estimated useful lives, and tested for impairment in

accordance with the methodology discussed above under "Property and Equipment."

Government Incentives: The Company receives certain incentives from governments primarily related to research and development programs. The Company records incentives in accordance with their purpose as a reduction of expense or an offset to the related property and equipment. The benefit is recorded when all conditions related to the incentive have been met or are expected to be met and there is reasonable assurance of their receipt. The Company recorded incentive benefits of $2 million for the years ended December 31, 2025 and 2024. The Company has deferred recognition of $1 million and $3 million as of December 31, 2025 and 2024, respectively, which will be recognized once all conditions are met.

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 consideration of contractual arrangements, past experience, current claims and related information, production changes, industry and regulatory developments and various other considerations. For further detail on warranty obligations see Note 19, "Commitments and Contingencies."

Income Taxes: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce deferred tax assets when it is more likely than not that such assets will not be realized. This assessment requires significant judgment, and must be done on a jurisdiction-by-jurisdiction basis. The Company monitors the realizability of its deferred tax assets taking into account all relevant factors at each reporting period. In determining the need for a valuation allowance, all available positive and negative evidence, including historical and projected financial performance, is considered along with any other pertinent information. The Company valuation allowance assessment is based on its best estimate of future results considering all available information.

The Company operates in multiple jurisdictions throughout the world and the income tax returns of its subsidiaries in various tax jurisdictions are subject to periodic examination by respective tax authorities. The Company regularly assesses the status of these examinations and the potential for adverse and/or favorable outcomes to determine the adequacy of its provision for income taxes. The Company believes that it has adequately provided for tax adjustments that it believes are more likely than not to be realized as a result of any ongoing or future examination. Accounting estimates associated with uncertain tax positions requires the Company to make judgments regarding the sustainability of each uncertain tax position based on its technical merits. If the Company determines it is more likely than not a tax position will be sustained based on its technical merits, the Company records the largest amount that is greater than 50% likely of being realized upon ultimate settlement. These estimates are updated at each reporting date based on the facts, circumstances and information available. Due to the complexity of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company's current estimate of the liabilities recorded. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense.

Value Added Taxes: The Company reports value added taxes collected from customers and remitted to government authorities, on a net basis within Cost of sales.

Financial Instruments: The Company periodically uses derivative financial instruments, including forward contracts, swaps, and options to manage exposures to changes in currency exchange rates and interest rates. The Company's policy specifically prohibits the use of derivatives for speculative or trading purposes.

Change in Accounting Principle

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Assessing Realizability of U.S. Deferred Tax Assets Accounting Method Change

During the fourth quarter of 2025, the Company changed its accounting method for assessing the realizability of its deferred tax assets and resulting valuation allowance from the incremental cash tax savings method to the tax-law-ordering methodology. The Company has determined that the tax-law-ordering methodology is preferable because it provides greater transparency regarding utilization of existing attributes and prioritizes existing attributes over future attributes.

The change in approach, effective December 31, 2025, has been determined to be a change in accounting principle and the effects of the change have been applied and disclosed retrospectively. The effects of the change in accounting principle to the Company's Condensed Consolidated Financial Statements were as follows:

Condensed Consolidated Statement of Operations:

Condensed Consolidated Statement of Comprehensive Income (Loss):

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Condensed Consolidated Balance Sheets:

Assets

Equity

Condensed Consolidated Statement of Cash Flows:

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Condensed Consolidated Statements of Changes in Equity:

Retained Earnings

Total Visteon Corporation Stockholders' Equity

Total Equity

Accounting Pronouncements Not Yet Adopted

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

In July 2025, the FASB issued ASU No. 2025-05 (“ASU 2025-05”), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows entities to use a simplified approach when estimating credit losses for current accounts receivable and contract assets arising from revenue transactions. The standard update permits consideration of collections after the balance sheet date when estimating expected credit losses, and allows consideration of subsequent collections when estimating credit losses, reducing documentation burden. The adoption of ASU 2025-05 is effective for annual and interim periods within annual reporting periods beginning after December 15, 2025. The Company is currently evaluating the potential effect of this accounting standard update on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes outdated guidance on internal-use software costs to reflect current development practices and improve operability. The standard eliminates the project stages model and replaces with a principles based recognition threshold. The standard also creates a new capitalization criteria that clarifies capitalization when funding is authorized by management and is probable to be completed and used. The adoption of ASU 2025-06 is effective for annual and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential effect of this accounting standard update on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ("ASU 2025-09"). ASU 2025-09 amends certain aspects of the existing hedge accounting guidance in ASC 815 to more closely align hedge accounting with the economics of an entity's risk management activities. ASU 2025-09 is effective for fiscal years

55

beginning after December 15, 2026 and interim periods therein using prospective adoption. Early adoption is permitted. The Company is currently evaluating the potential effect of this accounting standard update on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities ("ASU 2025-10"). ASU 2025-10 adds guidance on the recognition, measurement and presentation of government grants. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full retrospective adoption. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"). ASU 2025-11 is intended to improve the navigability of guidance in ASC 270, Interim Reporting, and clarify when it applies. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, and permits prospective or full retrospective adoption. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

Recently adopted accounting pronouncements

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. Retrospective application to all periods presented and early adoption is permitted. The Company has adopted this standard prospectively, which is reflected in Note 14, "Income Taxes".

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NOTE 2. Business Acquisition

On May 21, 2025, Visteon acquired all equity shares of a user experience electronics engineering consulting and consumer research company for cash of $55 million ("UX Acquisition") not including contingent consideration of up to $9 million to be paid if certain financial and operational milestones are achieved. The UX Acquisition will enhance the Company's ability to serve customers through product development and customer experiences.

The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:

(In millions)

Fair value of contingent consideration 4

Total fair value of consideration $ 59

Assets acquired:

Cash $ 5

Accounts receivable 8

Intangible assets 37

Property, plant & equipment 1

Right-of-use assets 1

Total Assets acquired $ 52

Liabilities assumed:

Deferred tax liability $ 11

Non-current lease liability 1

Other liabilities 9

Total Liabilities assumed $ 21

Goodwill $ 28

The UX Acquisition is accounted for as a business combination. The purchase price was recorded on a preliminary basis at estimated fair values, based on management's assessment as of May 21, 2025. These estimates relied on available information, reasonable and supportable assumptions, and when necessary, assistance from a third-party engaged by the Company.

During the measurement period, not to exceed one year from the acquisition date, the Company may adjust estimated or provisional amounts of assets and liabilities if new information is obtained related to facts and circumstances that existed as of the acquisition date. Measurement period adjustments are recorded in the period they are identified. As of December 31, 2025 adjustments were made based on updated information provided by management. These adjustments resulted in a decrease in the fair value of contingent consideration of $1 million, an increase in tradename of $2 million, an increase in customer-related assets of $1 million, an increase in deferred tax liability of $1 million, and a decrease in goodwill of $3 million when compared to the preliminary allocation. As of December 31, 2025 the final purchase price allocation has not been completed as the Company is still evaluating net working capital adjustments which may result in a change in total acquisition consideration.

Fair values for intangible assets were based on the income approach including excess earnings and relief from royalty methods. As of December 31, 2025, the Company recorded intangible assets including a tradename of $5 million and customer-related assets totaling $32 million. These definite-lived intangible assets are being amortized using the straight-line method over their estimated useful lives of 20 years for tradename and 16 years for customer-related assets. The fair value of contingent consideration was measured using a Monte Carlo simulation which is a financial model that utilizes the probabilities of various outcomes.

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

The Company incurred $2 million in costs related to the UX Acquisition which are classified as Other income (expense), net on the Company's condensed consolidated statements of comprehensive income.

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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 has expanded and strengthened the Company's electronics offerings.

Certain measurement period adjustments have been made during the first three months of 2025. 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 December 31, 2025 to December 31, 2024. As of March 31, 2025 the Company considered the purchase price allocation complete.

The contingent consideration liability is remeasured at fair value each reporting period, with changes recognized in earnings. During the year ended December 31, 2025, the Company recorded a decrease of less than $1 million in the contingent consideration liability related to the German Acquisition due to updated performance expectations.

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

The pro forma effects of the UX Acquisition and 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.

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NOTE 3. Non-Consolidated Affiliates

A summary of the Company's investments in non-consolidated equity method affiliates is provided below:

December 31,

Yanfeng Visteon Investment Co., Ltd. ("YFVIC") (50%) $ — $ —

Limited partnerships 16 15

Total investments in non-consolidated affiliates $ 29 $ 27

Investments in Affiliates

Equity in net income of non-consolidated affiliates was income of $8 million and a loss of $3 million and $10 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company monitors its investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis. If the Company determines that an other-than-temporary decline in value has occurred, an impairment loss will be recorded, measured as the difference between the carrying value and the fair value of the investment. As of December 31, 2025, the Company determined that no such indicators were present.

The Company's share of YFVIC reported losses are 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 December 31, 2025 and 2024, the total suspended loss attributable to YFVIC was $5 million and $3 million, respectively, for which the Company has no contractual obligation to fund.

During the second quarter of 2024, the Company loaned YFVIC $5 million to provide financial support. During the fourth quarter of 2024, YFVIC repaid the loan to the Company in full.

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. Through December 31, 2025, the Company had contributed approximately $15 million to these entities. These investments are classified as equity method investments.

A $7 million dividend was declared and paid by a non-consolidated affiliate during 2025.

Variable Interest Entities

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.

A summary of transactions with affiliates is shown below:

Year Ended December 31,

Billings to affiliates (a) $ 35 $ 50

Purchases from affiliates (b) $ 19 $ 25

(a) Primarily relates to parts production and engineering reimbursement

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A summary of the Company's investments in YFVIC is provided below:

December 31,

Payables due to YFVIC $ 12 $ 22

Receivables due from YFVIC $ 9 $ 13

NOTE 4.Restructuring

During the year ended December 31, 2025, 2024, and 2023, the Company recorded $8 million, $32 million, and $5 million, respectively, of net restructuring expense primarily related to employee severance.

Current restructuring actions include the following:

•During year ended December 31, 2025, the Company approved and recorded $8 million of net restructuring expense related to various global programs to improve efficiencies and rationalize the Company's footprint. As of December 31, 2025 the Company has $4 million accrued related to these actions and payments related to these programs are expected to be complete by the end of 2026.

•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 December 31, 2025, $15 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 December 31, 2025, $1 million remains accrued related to these previously announced actions.

•As of December 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 $3 million associated with completed programs for the fundamental reorganization of operations at facilities in Brazil and France.

Restructuring Reserves

The Company’s restructuring reserves and related activity are summarized below. The Company anticipates that the activities associated with the current restructuring reserve balance will be substantially complete by the end of 2027. The Company’s condensed consolidated restructuring reserves are shown as Other liabilities as detailed in Note 10, "Other Liabilities".

(In millions)

Expense 6

Change in estimates (1)

Payments (8)

Payments (10)

Other (2)

Expense 8

Payments (15)

Foreign currency 2

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NOTE 5. Inventories

Inventories, net consist of the following components:

December 31,

Work-in-process 33 31

Finished products 51 53

NOTE 6. Other Assets

Other current assets are comprised of the following components:

December 31,

Recoverable taxes $ 56 $ 47

Prepaid assets and deposits 28 23

Contractually reimbursable engineering costs 24 20

Joint venture receivables 10 13

Contractual payments 5 1

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

December 31,

Contractual payments $ 113 $ 25

Contractually reimbursable engineering costs 16 21

Derivative financial instruments 7 8

Recoverable taxes 5 6

Contractual payments represent certain amounts associated with commercial arrangements that are capitalized and subsequently recognized over the period to which they relate.

Current and non-current contractually reimbursable engineering costs are related to pre-production design and development costs incurred pursuant to long-term supply arrangements that are contractually guaranteed for reimbursement by customers. The Company expects to receive payments of approximately $24 million in 2026, $12 million in 2027, $2 million in 2028, less than $1 million in 2029 and $2 million in 2030 and beyond.

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NOTE 7. Property and Equipment

Property and equipment, net consists of the following:

December 31,

(In millions) Estimated Useful Life (years) 2025 2024

Construction in progress 92 91

Accumulated depreciation and amortization (736) (647)

Source: SEC EDGAR (public domain) · 10-K for the period ended 2025-12-31, filed 2026-02-19 · accession 0001111335-26-000006

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