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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
________________
FORM 10-Q
(Mark One)
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 001-15827
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
State ofDelaware38-3519512
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer
Identification No.)
One Village Center Drive,Van Buren Township,Michigan48111
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (800)-VISTEON
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $.01 Per ShareVCThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No__
Indicate by check mark whether the registrant: has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ü No __
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer," "accelerated filer,” "smaller reporting company" and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ü  Accelerated filer     Non-accelerated filer    Smaller reporting company 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ü
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ü No
As of July 27, 2023, the registrant had outstanding 28,199,370 shares of common stock.
Exhibit index located on page number 38.
1




Visteon Corporation and Subsidiaries
Index
Page
Condensed Consolidated Statements of Changes in Equity (Unaudited)
2



Part I
Financial Information

Item 1.Condensed Consolidated Financial Statements

VISTEON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions except per share amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2023202220232022
Net sales
$983 $848 $1,950 $1,666 
Cost of sales
(879)(774)(1,736)(1,516)
Gross margin
104 74 214 150 
Selling, general and administrative expenses
(52)(43)(104)(87)
Restructuring and impairment
(1)(4)(2)(11)
Interest expense
(4)(4)(9)(7)
Interest income
1 1 3 2 
Equity in net income of non-consolidated affiliates
(2)1 (7)4 
Other income (expense), net
(10)5 (7)10 
 Income (loss) before income taxes
36 30 88 61 
 Provision for income taxes
(13)(7)(27)(15)
Net income (loss)
23 23 61 46 
Less: Net (income) loss attributable to non-controlling interests
(3)1 (7) 
Net income (loss) attributable to Visteon Corporation
$20 $24 $54 $46 
Comprehensive income (loss)
$3 $(21)$56 $6 
 Less: Comprehensive (income) loss attributable to non-controlling interests1 5 (2)4 
Comprehensive income (loss) attributable to Visteon Corporation
$4 $(16)$54 $10 
Basic earnings (loss) per share attributable to Visteon Corporation
$0.71 $0.85 $1.91 $1.64 
Diluted earnings (loss) per share attributable to Visteon Corporation
$0.70 $0.85 $1.88 $1.61 

See accompanying notes to the condensed consolidated financial statements.
3



VISTEON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
June 30,December 31,
20232022
ASSETS
 Cash and equivalents
$455 $520 
 Restricted cash
4 3 
Accounts receivable, net
678 672 
Inventories, net
329 348 
Other current assets
131 167 
Total current assets
1,597 1,710 
Property and equipment, net
367 364 
Intangible assets, net
88 99 
Right-of-use assets
122 124 
Investments in non-consolidated affiliates
37 49 
Other non-current assets
110 104 
Total assets
$2,321 $2,450 
LIABILITIES AND EQUITY
Short-term debt
$21 $13 
Accounts payable
564 657 
Accrued employee liabilities
74 90 
Current lease liability
30 29 
Other current liabilities
222 246 
Total current liabilities
911 1,035 
Long-term debt, net
327 336 
Employee benefits
109 115 
Non-current lease liability
93 99 
Deferred tax liabilities
30 27 
Other non-current liabilities
73 64 
Stockholders’ equity:
Preferred stock (par value 0.01, 50 million shares authorized, none outstanding as of June 30, 2023 and December 31, 2022)
  
Common stock (par value $0.01, 250 million shares authorized, 55 million shares issued, and 28.2 million shares outstanding as of June 30, 2023 and December 31, 2022)
1 1 
Additional paid-in capital
1,341 1,352 
Retained earnings
1,842 1,788 
Accumulated other comprehensive loss
(213)(213)
Treasury stock
(2,266)(2,253)
Total Visteon Corporation stockholders’ equity
705 675 
Non-controlling interests
73 99 
Total equity
778 774 
Total liabilities and equity
$2,321 $2,450 

See accompanying notes to the condensed consolidated financial statements.
4



VISTEON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Six Months Ended June 30,
20232022
Operating Activities
Net income (loss)
$61 $46 
Adjustments to reconcile net income (loss) to net cash provided from (used by) operating activities:
Depreciation and amortization
55 52 
Non-cash stock-based compensation
17 13 
Equity in net loss (income) of non-consolidated affiliates, net of dividends remitted
7 (4)
Impairments
 4 
Other non-cash items
(4) 
Changes in assets and liabilities:
Accounts receivable
(7)(74)
Inventories
17 (62)
Accounts payable
(89)(2)
Other assets and other liabilities
(15)(45)
Net cash provided from (used by) operating activities
42 (72)
Investing Activities
Capital expenditures, including intangibles
(51)(36)
Contributions to equity method investments (1)
Settlement of derivative contracts 5 
Other2 1 
Net cash used by investing activities
(49)(31)
Financing Activities
Dividends to non-controlling interests(15) 
Short-term debt, net3 (4)
Repurchase of common stock(30) 
Stock based compensation tax withholding payments(15) 
Proceeds from the exercise of stock options4  
Principal repayment of term debt facility(4) 
Net cash used by financing activities
(57)(4)
Effect of exchange rate changes on cash
— (23)
Net decrease in cash, equivalents, and restricted cash
(64)(130)
Cash, equivalents, and restricted cash at beginning of the period
523 455 
Cash, equivalents, and restricted cash at end of the period
$459 $325 

See accompanying notes to the condensed consolidated financial statements.
5



VISTEON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In millions)
(Unaudited)
Total Visteon Corporation Stockholders' Equity
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total Visteon Corporation Stockholders' EquityNon-Controlling InterestsTotal Equity
December 31, 2022
$1 $1,352 $1,788 $(213)$(2,253)$675 $99 $774 
Net income (loss)— — 34 — — 34 4 38 
Other comprehensive income (loss)— — — 16 — 16 (1)15 
Stock-based compensation, net— (18)— — 13 (5)— (5)
Dividends to non-controlling interest— — — — — — (15)(15)
March 31, 2023
$1 $1,334 $1,822 $(197)$(2,240)$720 $87 $807 
Net income (loss)— — 20 — — 20 3 23 
Other comprehensive income (loss)— — — (16)— (16)(4)(20)
Stock-based compensation, net— 7 — — 4 11 — 11 
Share repurchase— — — — (30)(30)— (30)
Dividends to non-controlling interest— — — — — — (13)(13)
June 30, 2023$1 $1,341 $1,842 $(213)$(2,266)$705 $73 $778 

Total Visteon Corporation Stockholders' Equity
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total Visteon Corporation Stockholders' EquityNon-Controlling InterestsTotal Equity
December 31, 2021
$1 $1,349 $1,664 $(229)$(2,269)$516 $100 $616 
Net income (loss)
— — 22 — — 22 1 23 
Other comprehensive income (loss)
— — — 4 — 4  4 
Stock-based compensation, net— (10)— — 9 (1)— (1)
March 31, 2022
$1 $1,339 $1,686 $(225)$(2,260)$541 $101 $642 
Net income (loss)— — 24 — — 24 (1)23 
Other comprehensive income (loss)— — — (40)— (40)(4)(44)
Stock-based compensation, net— 6 — — 1 7 — 7 
Dividends to non-controlling interest— — — — — — (2)(2)
June 30, 2022$1 $1,345 $1,710 $(265)$(2,259)$532 $94 $626 

See accompanying notes to the condensed consolidated financial statements.

















6



VISTEON CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. Summary of Significant Accounting Policies

Basis of Presentation - Interim Financial Statements

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

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported herein. Considerable judgment is involved in making these determinations and the use of different estimates or assumptions could result in significantly different results. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results could differ from those reported herein. Events and changes in circumstances arising after June 30, 2023, as further described in Note 14, "Commitments and Contingencies", will be reflected in management's estimates in future periods.

Segment: The Company’s reportable segment is Electronics. The Electronics segment provides vehicle cockpit electronics products to customers, including digital instrument clusters, domain controllers with integrated advanced driver assistance systems ("ADAS"), displays, Android-based infotainment systems, and battery management systems. As the Company has one reportable segment, net sales, total assets, depreciation, amortization and capital expenditures are equal to consolidated results.

Allowance for Doubtful Accounts: The Company establishes an allowance for doubtful accounts for accounts receivable based on the current expected credit loss impairment model (“CECL”). The Company applies a historical loss rate based on historic write-offs by region to aging categories. The historical loss rate is adjusted for current conditions and reasonable and supportable forecasts of future losses, as necessary. The Company may also record a specific reserve for individual accounts when the Company becomes aware of specific customer circumstances, such as in the case of a bankruptcy filing or deterioration in the customer's operating results or financial position. The allowance for doubtful accounts was $7 million and $5 million as of June 30, 2023 and December 31, 2022, respectively.


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NOTE 2. Non-Consolidated Affiliates

Investments in Affiliates

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

June 30,December 31,
(In millions)20232022
Yanfeng Visteon Investment Co., Ltd. ("YFVIC") (50%)
$14 $25 
Limited partnerships14 13 
Other
9 11 
Total investments in non-consolidated affiliates
$37 $49 

Variable Interest Entities
The Company evaluates whether joint ventures in which it has invested are Variable Interest Entities (“VIE”) at the start of each new venture and when a reconsideration event has occurred. The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE having both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
The Company determined that YFVIC is a VIE. The Company holds a variable interest in YFVIC primarily related to its ownership interests and subordinated financial support. The Company and Yangfeng Automotive Trim Systems Co. Ltd. ("YF") each own 50% of YFVIC and neither entity has the power to control the operations of YFVIC; therefore, the Company is not the primary beneficiary of YFVIC and does not consolidate the joint venture.
The Company's investments in YFVIC consists of the following:
June 30,December 31,
(In millions)20232022
Payables due to YFVIC
$11 $38 
Exposure to loss in YFVIC:
Investment in YFVIC
$14 $25 
Receivables due from YFVIC
23 48 
    Maximum exposure to loss in YFVIC
$37 $73 
A $5 million dividend was declared by a non-consolidated affiliate during the second quarter 2023, recorded as a current asset.
Equity Investments
In 2018, the Company committed to make a $15 million investment in two entities principally focused on the automotive sector pursuant to limited partnership agreements. As a limited partner in each entity, the Company will periodically make capital contributions toward this total commitment amount. As of June 30, 2023, the Company has contributed a total of approximately $11 million toward the aggregate investment commitments. These limited partnerships are classified as equity method investments.

NOTE 3. Restructuring and Impairments
Given the economically-sensitive and highly competitive nature of the automotive electronics industry, the Company continues to closely monitor current market factors and industry trends, taking actions as necessary which may include restructuring actions. However, there can be no assurance that any such actions will be sufficient to fully offset the impact of adverse factors on the Company or its results of operations, financial position and cash flows.

During the six months ended June 30, 2023 and 2022, the Company recorded $2 million and $7 million of restructuring expense primarily related to employee severance, respectively.

8



Current restructuring actions include the following:

During the six months ended June 30, 2023, the Company approved and recorded $2 million of restructuring expense primarily in America in order to improve efficiencies and rationalize the Company's footprint. As of June 30, 2023, $2 million remains accrued related to this action.

During 2022, the Company approved a restructuring plan, primarily impacting Europe, in order to improve efficiencies and rationalize the Company's footprint, including liquidation of operations in Russia. As of June 30, 2023, $1 million remains accrued related to this action.

During 2021 the Company approved various restructuring programs impacting engineering, administrative, and manufacturing functions to improve efficiency and rationalize the Company’s footprint. As of June 30, 2023, $1 million remains accrued related to these programs.

During 2020 the Company approved various restructuring programs impacting engineering, administrative and manufacturing functions to improve efficiency and rationalize the Company’s footprint. As of June 30, 2023, $2 million remains accrued related to these programs.

During prior periods the Company approved various restructuring programs to improve efficiencies which do not relate to the programs described above. As of June 30, 2023, $2 million remains accrued related to these previously announced actions.

As of June 30, 2023, the Company retained restructuring reserves as part of the Company's divestiture of the majority of its global Interiors business (the "Interiors Divestiture") of $1 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.

(In millions)
December 31, 2022$11 
   Change in estimate1 
   Payments(3)
March 31, 2023$9 
   Expense2 
   Change in estimate(1)
   Payments(1)
June 30, 2023$9 

Impairments

The Company evaluates its long-lived assets for impairment whenever events or circumstances indicate the value of these long-lived asset groups are not recoverable.

During the six months ended June 30, 2022, due to the geopolitical situation in Eastern Europe, the Company elected to close the Russian facility resulting in a non-cash impairment charge of $4 million to fully impair property and equipment and reduce inventory to its net realizable value.

9



NOTE 4. Inventories
Inventories, net consist of the following components:
June 30,December 31,
(In millions)20232022
Raw materials
$257 $291 
Work-in-process
35 26 
Finished products
37 31 
$329 $348 

NOTE 5. Goodwill and Other Intangible Assets

Intangible assets, net are comprised of the following:
June 30, 2023December 31, 2022
(In millions)Estimated Weighted Average Useful Life (years)Gross IntangiblesAccumulated AmortizationNet IntangiblesGross IntangiblesAccumulated AmortizationNet Intangibles
Definite-Lived:
Developed technology10$40 $(39)$1 $40 $(39)$1 
Customer related1085 (79)6 88 (77)11 
Capitalized software development550 (19)31 50 (16)34 
Other3217 (11)6 17 (9)8 
Subtotal192 (148)44 195 (141)54 
Indefinite-Lived:
Goodwill44 — 44 45 — 45 
Total $236 $(148)$88 $240 $(141)$99 

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


NOTE 6. Other Assets

Other current assets are comprised of the following components:
June 30,December 31,
(In millions)20232022
 Recoverable taxes
$48 $55 
 Contractually reimbursable engineering costs
32 35 
 Joint venture receivables
27 49 
 Prepaid assets and deposits
20 18 
China bank notes 6 
 Other
4 4 
$131 $167 

The Company receives bank notes from certain customers in China to settle trade accounts receivable. The collection of such bank notes are included in operating cash flows based on the substance of the underlying transactions which are operating in nature. The Company redeemed $158 million and $70 million of China bank notes during the six months ended June 30, 2023 and 2022, respectively. Remaining amounts outstanding at third-party institutions related to sold bank notes will mature by December 31, 2023.

10



Other non-current assets are comprised of the following components:
June 30,December 31,
(In millions)20232022
Deferred tax assets$42 $42 
Contractually reimbursable engineering costs25 25 
Recoverable taxes11 11 
Pension assets5 4 
Derivative financial instruments
3 2 
 Other
24 20 
$110 $104 
Current and non-current contractually reimbursable engineering costs are related to pre-production design and development costs incurred pursuant to long-term supply arrangements that are contractually guaranteed for reimbursement by customers. The Company expects to receive cash reimbursement payments of $17 million during the remainder of 2023, $28 million in 2024, $10 million in 2025, $1 million in 2026, and $1 million in 2027 and beyond.

NOTE 7. Other Liabilities

Other current liabilities are summarized as follows:
June 30,December 31,
(In millions)20232022
Deferred income
$56 $55 
Product warranty and recall accruals
44 31 
Non-income taxes payable
30 35 
Royalty reserves
15 14 
Dividends payable14 1 
Joint venture payable
12 39 
Income taxes payable
9 22 
Restructuring reserves
6 6 
Other
36 43 
$222 $246 

Other non-current liabilities are summarized as follows:
June 30,December 31,
(In millions)20232022
Product warranty and recall accruals
$25 $20 
Deferred income
12 14 
Income tax reserves
10 7 
 Restructuring reserves3 5 
Derivative financial instruments
3 2 
Other
20 16 
$73 $64 

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NOTE 8. Debt
The Company’s debt consists of the following:
June 30,December 31,
(In millions)20232022
Short-Term Debt:
Current Portion of long-term debt$18 $13 
Short-term borrowings3  
$21 $13 
Long-Term Debt:
Term debt facility, net$327 $336 
As of December 31, 2021, the Company's credit agreement ("Credit Agreement") included a $350 million Term Facility maturing March 24, 2024 and a $400 million Revolving Credit Facility.

On July 19, 2022, the Company entered into a new amendment to the Credit Agreement to, among other things, extend the maturity dates of both facilities. The amended Revolving Credit Facility and Term Facility mature on July 19, 2027. The amendment changed the method the Term Loan and Revolving Credit Facility accrue interest from a LIBOR-based rate to a Secured Overnight Financing Rate ("SOFR") based rate.

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

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

As of June 30, 2023, the Company has $3 million in other short-term borrowing, primarily at the Company's subsidiaries. The Company's subsidiaries have access to $130 million of capacity under short-term credit facilities.
Long-Term Debt

The Company has no outstanding borrowings on the Revolving Credit Facility as of June 30, 2023.

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

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

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

12



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

Other

The Company has a $5 million letter of credit facility, whereby the Company is required to maintain a cash collateral account equal to 103% (110% for non-U.S. dollar denominated letters) of the aggregate stated amount of issued letters of credit and must reimburse any amounts drawn under issued letters of credit. The Company had $2 million of outstanding letters of credit issued under this facility secured by restricted cash, as of June 30, 2023 and December 31, 2022. Additionally, the Company had $2 million and $3 million of locally issued bank guarantees and letters of credit as of June 30, 2023 and December 31, 2022, respectively, to support various tax appeals, customs arrangements and other obligations at its local affiliates.

NOTE 9. Employee Benefit Plans
The Company's net periodic benefit costs for all defined benefit plans for the three month periods ended June 30, 2023 and 2022 were as follows:
U.S. PlansNon-U.S. Plans
(In millions)2023202220232022
Costs Recognized in Income:
Pension service (cost):
Service cost
$ $ $(1)$(1)
Pension financing benefits (cost):
Interest cost
$(8)$(5)$(2)$(1)
Expected return on plan assets10 10 2 2 
Amortization of losses and other
— — — (1)
Total pension financing benefits:2 5 — — 
Net pension benefit (cost)$2 $5 $(1)$(1)
The Company's net periodic benefit costs for all defined benefit plans for the six month periods ended June 30, 2023 and 2022 were as follows:
U.S. PlansNon-U.S. Plans
(In millions)2023202220232022
Costs Recognized in Income:
Pension service (cost):
Service cost
$ $ $(1)$(1)
Pension financing benefits (costs):
Interest cost
$(16)$(10)$(4)$(3)
Expected return on plan assets20 20 4 4 
Amortization of losses and other
1 — — (1)
Total pension financing benefits:5 10 — — 
Net pension benefit (cost)$5 $10 $(1)$(1)
Pension financing benefits are classified as Other income (expense), net on the Company's condensed consolidated statements of comprehensive income.
During the six months ended June 30, 2023, cash contributions to the Company's defined benefit plans were $3 million related to its non-U.S. plans. The Company estimates that total cash contributions to its non-U.S. defined benefit pension plans during 2023 will be $5 million.
13



NOTE 10. Income Taxes
During the six-month period ended June 30, 2023, the Company recorded a provision for income tax of $27 million which reflects income tax expense in countries where the Company is profitable, accrued withholding taxes, and the inability to record a tax benefit for pretax losses and/or recognize expense for pretax income in certain jurisdictions, including the United States ("U.S."), due to valuation allowances. Pre-tax losses in jurisdictions where valuation allowances are maintained and no income tax benefits are recognized totaled $20 million and $13 million for the six month periods ended June 30, 2023 and 2022, respectively, resulting in an increase in the Company's effective tax rate.

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

The need to maintain valuation allowances against deferred tax assets in the U.S. and other affected countries will cause variability in the Company’s quarterly and annual effective tax rates. Full valuation allowances against deferred tax assets in the U.S. and applicable foreign countries will be maintained until sufficient positive evidence exists to reduce or eliminate them. The Company evaluates its deferred income taxes quarterly to determine if valuation allowances are required or should be adjusted. Based on the Company’s current assessment, it is possible that sufficient positive evidence may be available to support the release of all, or a portion, of its U.S. valuation allowance within the next year. Release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.

During the second quarter of 2023, the Company recorded a $3 million increase in tax expense related to uncertain tax positions attributable to transfer pricing as a result of new information from discussions with foreign tax authorities. The long-term portion of uncertain income tax positions (including interest) of $10 million is included in other non-current liabilities on the condensed consolidated balance sheet, while $5 million is reflected as a reduction of a deferred tax assets included in Other non-current assets on the condensed consolidated balance sheet. Outstanding income tax refund claims related primarily to India and Brazil jurisdictions, total $7 million as of June 30, 2023, and are included in other non-current assets on the condensed consolidated balance sheets.
14



NOTE 11. Stockholders’ Equity and Non-controlling Interests
Non-Controlling Interests
The Company's non-controlling interests are as follows:
June 30,December 31,
(In millions)20232022
Shanghai Visteon Automotive Electronics, Co., Ltd.$47 $45 
Yanfeng Visteon Automotive Electronics Co., Ltd.10 37 
Changchun Visteon FAWAY Automotive Electronics, Co., Ltd.
14 15 
Other
2 2 
$73 $99 
15



Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated other comprehensive income (loss) (“AOCI”) and reclassifications out of AOCI by component include:
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Changes in AOCI:
Beginning balance
$(197)$(225)$(213)$(229)
Other comprehensive income (loss) before reclassification, net of tax
(19)(41)(4)(37)
Amounts reclassified from AOCI
3 1 4 1 
Ending balance
$(213)$(265)$(213)$(265)
Changes in AOCI by Component:
Foreign currency translation adjustments
  Beginning balance
$(189)$(156)$(210)$(149)
Other comprehensive income (loss) before reclassification, net of tax (a)
(19)(50)2 (57)
  Ending balance
(208)(206)(208)(206)
Net investment hedge
  Beginning balance
11 10 12 4 
  Other comprehensive income (loss) before reclassification, net of tax (a)
(2)7 (3)15 
  Amounts reclassified from AOCI
 1  (1)
  Ending balance
9 18 918 
Benefit plans
  Beginning balance
(26)(80)(25)(81)
  Other comprehensive income (loss) before reclassification, net of tax (b)
 1  1 
  Amounts reclassified from AOCI  (1)1 
  Ending balance
(26)(79)(26)(79)
Unrealized hedging gain (loss)
  Beginning balance
7 1 10 (3)
  Other comprehensive income (loss) before reclassification, net of tax (c)
2 1 (3)4 
Amounts reclassified from AOCI3  5 1 
  Ending balance
12 2 12 2 
Total AOCI
$(213)$(265)$(213)$(265)
(a) There were no income tax effects for either period due to the valuation allowance.
(b) Net tax expense was less than $1 million related to benefit plans for the three and six months ended June 30, 2023 and 2022.
(c) There were no income tax effects related to unrealized hedging gain (loss) for either period due to the valuation allowance.

Share Repurchase Program

On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026. As of June 30, 2023, the Company has purchased 211,779 shares at an average price of $141.66 related to this program.

16



NOTE 12. Earnings Per Share

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

The table below provides details underlying the calculations of basic and diluted earnings per share:
Three Months Ended June 30,Six Months Ended
June 30,
(In millions, except per share amounts)2023202220232022
Numerator:
Net income (loss) attributable to Visteon
$20 $24 $54 $46 
Denominator:
Average common stock outstanding - basic
28.3 28.1 28.3 28.1 
Dilutive effect of performance based share units and other
0.4 0.3 0.4 0.4 
Diluted shares
28.7 28.4 28.7 28.5 
Basic and Diluted Per Share Data:
Basic earnings (loss) per share attributable to Visteon
$0.71 $0.85 $1.91 $1.64 
Diluted earnings (loss) per share attributable to Visteon:
$0.70 $0.85 $1.88 $1.61 

NOTE 13. Fair Value Measurements and Financial Instruments
Fair Value Measurements
The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on the observability of the inputs utilized in the valuation. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs.
Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.
Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.
Level 3 – Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Items Measured at Fair Value on a Recurring Basis
The Company is exposed to various market risks including, but not limited to, changes in foreign currency exchange rates and market interest rates. The Company manages these risks, in part, through the use of derivative financial instruments. The use of derivative financial instruments creates exposure to credit loss in the event of nonperformance by the counterparty to the derivative financial instruments. The Company limits this exposure by entering into agreements including master netting arrangements directly with a variety of major highly rated financial institutions that are expected to fully satisfy their obligations under the contracts. Additionally, the Company’s ability to utilize derivatives to manage risks is dependent on credit and market conditions. The Company presents its derivative positions and any related material collateral under master netting arrangements that provide for the net settlement of contracts, by counterparty, in the event of default or termination. There is no cash collateral on any of these derivatives.
Derivative financial instruments are measured at fair value on a recurring basis under an income approach using industry-standard models that consider various assumptions, including time value, volatility factors, current market and contractual prices for the underlying, and non-performance risk. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument or may derived from observable data. Accordingly, the Company's currency
17



instruments are classified as Level 2, "Other Observable Inputs" in the fair value hierarchy.

Cross Currency Swaps: The Company has executed cross-currency swap transactions intended to mitigate the variability of the U.S. dollar value of its investment in certain of its non-U.S. entities. These swaps are designated as net investment hedges and the Company has elected to assess hedge effectiveness under the spot method. Accordingly, changes in the fair value of the swaps are recorded as a cumulative translation adjustment in AOCI in the Consolidated Balance Sheet.
During 2022, the Company terminated existing cross currency swaps and received $9 million upon settlement. Subsequently, the Company executed new cross-currency swap transactions. As of June 30, 2023, the Company had cross-currency swaps with aggregate notional amounts of $200 million intended to mitigate the variability of U.S. dollar value investment in certain of its non-U.S. entities. These swaps are designated as net investment hedges. There was no ineffectiveness associated with such derivatives as of June 30, 2023, and the fair value of these derivatives is a non-current liability of $12 million. As of June 30, 2023, a gain of approximately $3 million is expected to be reclassified out of accumulated other comprehensive income into earnings within the next 12 months.

As of December 31, 2022, the fair value of these derivatives is a non-current liability of $8 million.

Interest Rate Swaps: The Company utilizes interest rate swap instruments to manage its exposure and to mitigate the impact of interest rate variability. The swaps are designated as cash flow hedges, accordingly, the effective portion of the changes in fair value is recognized in accumulated other comprehensive income. Subsequently, the accumulated gains and losses recorded in equity are reclassified to income in the period during which the hedged exposure impacts earnings.
During 2022, the Company terminated existing interest rate swaps and received less than $1 million upon settlement. Subsequently, the Company executed new interest rate swap instruments. As of June 30, 2023, the Company had interest rate swaps with aggregate notional amounts of $250 million. The fair value of these derivatives is a non-current asset of $12 million as of June 30, 2023. As of June 30, 2023, a loss of approximately $6 million is expected to be reclassified out of accumulated other comprehensive income into earnings within the next twelve months.

As of December 31, 2022, the fair value of these derivatives is an non-current asset of $10 million.
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Financial Statement Presentation
Gains and losses on derivative financial instruments for the three and six months ended June 30, 2023 and 2022 are as follows:
Recorded Income (Loss) into AOCI, net of tax
Reclassified from AOCI into Income (Loss)
Recorded in (Income) Loss
(In millions)202320222023202220232022
Three months ended June 30,
Foreign currency risk - Cost of sales:
Foreign currency derivative $— $— $— $— $ $ 
Interest rate risk - Interest expense, net:
Interest rate swaps2 1 (3)   
Net investment hedges
(2)7 — (1)  
$— $8 $(3)$(1)$— $— 
Six months ended June 30,
Foreign currency risk - Cost of sales:
Foreign currency derivative $— $— $— $— $ $3 
Interest rate risk - Interest expense, net:
Interest rate swaps
(3)4 (5)(1)  
Net investment hedges
(3)15 — 1   
$(6)$19 $(5)$— $— $3 
Items Not Carried at Fair Value
The Company's fair value of debt was $337 million and $336 million as of June 30, 2023 and December 31, 2022, respectively. Fair value estimates were based on the current rates offered to the Company for debt of the same remaining maturities. Accordingly, the Company's debt fair value disclosures are classified as Level 2 in the fair value hierarchy.
Concentrations of Credit Risk
Financial instruments including cash equivalents, derivative contracts, and accounts receivable, expose the Company to counterparty credit risk for non-performance. The Company’s counterparties for cash equivalents and derivative contracts are banks and financial institutions that meet the Company’s credit rating requirements. The Company’s counterparties for derivative contracts are substantial investment and commercial banks with significant experience using such derivatives. The Company manages its credit risk pursuant to written policies that specify minimum counterparty credit profile and by limiting the concentration of credit exposure amongst its multiple counterparties.
The Company's credit risk with any single customer does not exceed ten percent of total accounts receivable except for Ford and GM and their affiliates. Ford represents 18% and 16% of the Company's balance as of June 30, 2023 and December 31, 2022, respectively. GM represents 13% and 9% of the Company's balance as of June 30, 2023 and December 31, 2022, respectively.

NOTE 14. Commitments and Contingencies
Litigation and Claims
In 2003, the Local Development Finance Authority of the Charter Township of Van Buren, Michigan issued approximately $28 million in bonds finally maturing in 2032, the proceeds of which were used at least in part to assist in the development of the Company’s U.S. headquarters located in the Township. During January 2010, the Company and the Township entered into a settlement agreement (the “Settlement Agreement”) that, among other things, reduced the taxable value of the headquarters property to current market value and also provided that the Company would negotiate in good faith with the Township if the property tax payments were inadequate to permit the Township to meet its payment obligations with respect to the bonds. On
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December 9, 2019, the Township commenced litigation against the Company in Michigan’s Wayne County Circuit Court. On June 27, 2023, Visteon and the Township entered into a Settlement and Mutual Release Agreement pursuant to which Visteon, without admitting wrongdoing, will pay the Township $12 million. Payment will be made in two installments on July 3, 2023 and July 1, 2024, classified as current and non-current liabilities, respectively. The litigation commenced in Michigan’s Wayne County Circuit Court and has been dismissed with prejudice.
In November 2013, the Company and Halla Visteon Climate Control Corporation (“HVCC”), jointly filed an Initial Notice of Voluntary Self-Disclosure statement with the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) regarding certain sales of automotive HVAC components by a minority-owned, Chinese joint venture of HVCC into Iran. The Company updated that notice in December 2013, and subsequently filed a voluntary self-disclosure regarding these sales with OFAC in March 2014. In May 2014, the Company voluntarily filed a supplementary self-disclosure identifying additional sales of automotive HVAC components by the Chinese joint venture, as well as similar sales involving an HVCC subsidiary in China, totaling $12 million, and filed a final voluntary-self disclosure with OFAC on October 17, 2014. OFAC is currently reviewing the results of the Company’s investigation. Following that review, OFAC may conclude that the disclosed sales resulted in violations of U.S. economic sanctions laws and warrant the imposition of civil penalties, such as fines, limitations on the Company's ability to export products from the United States, and/or referral for further investigation by the U.S. Department of Justice. Any such fines or restrictions may be material to the Company’s financial results in the period in which they are imposed, but the Company is not able to estimate the possible loss or range of loss in connection with this matter. Additionally, disclosure of this conduct and any fines or other action relating to this conduct could harm the Company’s reputation and have a material adverse effect on its business, operating results and financial condition. The Company cannot predict when OFAC will conclude its own review of voluntary self-disclosures or whether it may impose any of the potential penalties described above.
The Company's operations in Brazil are subject to highly complex labor, tax, customs and other laws. While the Company believes that it is in compliance with such laws, it is periodically engaged in litigation regarding the application of these laws. The Company maintained accruals of $9 million for claims aggregating $55 million in Brazil as of June 30, 2023. The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company's assessment of the claims and prior experience with similar matters.
The adverse impacts of the COVID-19 pandemic led to a significant reduction in vehicle production in the first half of 2020, which was followed by increased consumer demand and vehicle production schedules in the second half of 2020, particularly in the fourth quarter. Because semiconductor suppliers have been unable to rapidly reallocate production to serve the automotive industry, the surge in demand has led to a worldwide semiconductor supply shortage. The Company's semiconductor suppliers, along with most automotive component supply companies that use semiconductors, have been unable to fully meet the vehicle production demands of our customers due to events which are outside the Company's control, including but not limited to, the COVID-19 pandemic, the global semiconductor shortage, a fire at a semiconductor fabrication facility in Japan, significant weather events impacting semiconductor supplier facilities in the southern United States, and other extraordinary events. The Company is working closely with suppliers and customers to attempt to minimize potential adverse impacts of these events. Certain customers have communicated that they expect the Company to absorb some of the financial impact of their reduced production and are reserving their rights to claim damages arising from supply shortages, however, the Company believes it has a number of legal defenses to such claims and intends to defend any such claims vigorously. The Company has also notified semiconductor suppliers that it will seek compensation from them for failure to deliver sufficient quantities. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time.
While the Company believes its accruals for litigation and claims are adequate, the final amounts required to resolve such matters could differ materially from recorded estimates and the Company's results of operations and cash flows could be materially affected.
Guarantees and Commitments
As part of 2015 divestitures involving the Company's former climate and interiors businesses, the Company continues to provide lease guarantees to divested Climate and Interiors entities. As of June 30, 2023, the Company has $2 million and $2 million of outstanding guarantees, related to the divested Climate and Interiors entities, respectively. The guarantees represent the maximum potential amount that the Company could be required to pay under the guarantees in the event of default by the guaranteed parties. The guarantees will generally cease upon expiration of current lease agreement which expire in 2026 and 2024 for the Climate and Interiors entities, respectively.

20



Product Warranty and Recall
Amounts accrued for product warranty and recall claims are based on management’s best estimates of the amounts that will ultimately be required to settle such items. The Company’s estimates for product warranty and recall obligations are developed with support from its sales, engineering, quality and legal functions and include due consideration of contractual arrangements, past experience, current claims and related information, production changes, industry and regulatory developments, and various other considerations. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued or beyond what the Company may recover from its suppliers.
The following table provides a rollforward of changes in the product warranty and recall claims liability:
Six Months Ended June 30,
(In millions)20232022
Beginning balance$51 $50 
Provisions25 7 
Changes in estimates
— 3 
Currency/other (3)
Settlements(7)(10)
Ending balance$69 $47 

The Company has recorded $15 million of expense during the second quarter of 2023 related to a recall campaign for certain vehicles involving instrument panel clusters manufactured by the Company. The cause for the instrument panel cluster failures was resolved by the Company in April 2023 and the recall relates to certain parts shipped prior to that time. The amount recorded represents the Company’s best estimate and the ultimate resolution of these matters could have a further negative effect on the Company's financial position, results of operations, and cash flow.

Other Contingent Matters

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

Contingencies are subject to many uncertainties, and the outcome of individual litigated matters is not predictable with assurance. Reserves have been established by the Company for matters discussed in the immediately foregoing paragraphs where losses are deemed probable and reasonably estimable. It is possible, however, that some of the matters discussed in the foregoing paragraphs could be decided unfavorably to the Company and could require the Company to pay damages or make other expenditures in amounts, or a range of amounts, that cannot be estimated as of June 30, 2023 and that are in excess of established reserves. The Company does not reasonably expect, except as otherwise described herein, based on its analysis, that any adverse outcome from such matters would have a material effect on the Company’s financial condition, results of operations or cash flows, although such an outcome is possible.

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NOTE 15. Revenue Recognition and Geographical Information

Financial Information by Geographic Region

Disaggregated net sales by geographical market and product lines is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Geographical Markets
Europe$330 $311 $676 $594 
Americas292 281 568 520 
China Domestic152 109 280 251 
China Export88 46 171 94 
Other Asia-Pacific161 130 338 264 
Eliminations(40)(29)(83)(57)
$983 $848 $1,950 $1,666 
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Product Lines
Instrument clusters$477 $415 $951 $804 
Infotainment126 106 261 216 
Cockpit domain controller138 101 251 183 
Information displays90 121 187 254 
Body and electrification electronics72 40 143 76 
Other80 65 157 133 
$983 $848 $1,950 $1,666 





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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations, financial condition, and cash flows of Visteon Corporation (“Visteon” or the “Company”). MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission on February 16, 2023 and the financial statements and accompanying notes to the financial statements included elsewhere herein.
Executive Summary
Strategic Priorities
Visteon is a global automotive technology company serving the mobility industry, dedicated to creating more enjoyable, connected, and safe driving experiences. Our platforms leverage proven, scalable hardware and software solutions that enable the digital, electric and autonomous evolution of our global automotive customers. The automotive mobility market is expected to grow faster than underlying vehicle production volumes as the vehicle shifts from analog to digital and towards device and cloud connected, electric vehicles, and vehicles with more advanced safety features.

The Company has laid out the following strategic priorities:

Technology Innovation - The Company is an established global leader in cockpit electronics and is positioned to provide solutions as the industry transitions to the next generation automotive cockpit experience. The cockpit is becoming fully digital, connected, automated, learning, and voice enabled. Visteon's broad portfolio of cockpit electronics technology, the industry's first wireless battery management system, and the development of safety technology integrated into its domain controllers 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.

Enhance Shareholder Returns While Maintaining a Strong Balance Sheet - The Company has continued to maintain a strong balance sheet to withstand near-term industry volatility while providing a foundation for future growth and shareholder returns. The Company has also returned approximately $3.3 billion to shareholders since 2015. In March 2023, the Company announced a $300 million share repurchase program maturing at the end of 2026. The Company repurchased $30 million of Company common stock during the second quarter of 2023 as part of this program.
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Financial Results

The pie charts below highlight the net sales breakdown for Visteon for the three and six months ended June 30, 2023.
Three Months Ended June 30, 2023
72523 3 Month Chart.jpg
Six Months Ended June 30, 2023
72523 6 Month Chart.jpg
*Regional net sales are based on the geographic region where sales originate and not where customer is located (excludes inter-regional eliminations).
Global Automotive Market Conditions and Production Levels
For the last few years, the industry has been negatively impacted by the COVID-19 pandemic, worldwide semiconductor and other supply related shortages, and increased geopolitical challenges. Industry vehicle volumes increased in 2022 and are forecasted to increase again in 2023 as the worldwide semiconductor and other supply related shortages have eased. However, industry production volumes remain well below recent industry production levels that peaked in 2017 and risks related to vehicle affordability, economic uncertainty, and potential geopolitical challenges create ongoing uncertainties. The magnitude of the impact on the financial statements, results of operations, and cash flows will depend on the evolution of the semiconductor supply shortage, plant production schedules, supply chain impacts, and global economic impacts.
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Results of Operations - Three Months Ended June 30, 2023 and 2022
The Company's consolidated results of operations for the three months ended June 30, 2023 and 2022 were as follows:
Three Months Ended June 30,
(In millions)20232022Change
Net sales$983 $848 $135 
Cost of sales(879)(774)(105)
Gross margin104 74 30 
Selling, general and administrative expenses(52)(43)(9)
Restructuring and impairment(1)(4)
Interest expense, net(3)(3)— 
Equity in net income of non-consolidated affiliates(2)(3)
Other income (expense), net(10)(15)
Provision for income taxes(13)(7)(6)
Net income (loss)23 23 — 
Less: Net (income) loss attributable to non-controlling interests(3)(4)
Net income (loss) attributable to Visteon Corporation$20 $24 $(4)
Adjusted EBITDA*$90 $79 $11 
* Adjusted EBITDA is a Non-GAAP financial measure, as further discussed below.
Net Sales, Cost of Sales and Gross Margin
(In millions)Net SalesCost of SalesGross Margin
Three months ended June 30, 2022$848 $(774)$74 
Volume, mix, and net new business223 (169)54 
Currency(18)(12)
Customer pricing(75)— (75)
Engineering costs, net *— (21)(21)
Cost performance, design changes and other79 84 
Three months ended June 30, 2023$983 $(879)$104 
*Excludes the impact of currency.
Net sales for the three months ended June 30, 2023 totaled $983 million, representing an increase of $135 million compared with the same period of 2022. Volumes and net new business increased net sales by $223 million due to increases in customer production and continued market outperformance as a result of recent product launches. Unfavorable currency decreased net sales by $18 million, primarily attributable to the euro, Chinese renminbi, and Japanese yen. Customer pricing decreased net sales by $75 million primarily as a result of lower semiconductor open market purchases and associated customer recoveries due to improving supply chain dynamics related to the worldwide semiconductor supply shortage. Other cost performance, primarily related to design changes, increased sales by $5 million.
Cost of sales increased by $105 million for the three months ended June 30, 2023 compared with the same period in 2022. Volume, mix and net new business increased cost of sales by $169 million. Foreign currency decreased cost of sales by $6 million, primarily attributable to the euro and Japanese yen. Net engineering costs, excluding currency, increased cost of sales by $21 million. Favorable cost performance, design changes, and other decreased cost of sales by $79 million primarily due to improving supply chain and material cost impacts associated with the worldwide semiconductor supply shortage as well as manufacturing efficiencies, partially offset by a charge of $15 million related to a product recall with one of our customers.
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A summary of net engineering costs is shown below:
Three Months Ended June 30,
(In millions)20232022
Gross engineering costs$(91)$(81)
Engineering recoveries29 40 
Engineering costs, net$(62)$(41)

Gross engineering costs relate to forward model program development and advanced engineering activities and exclude contractually reimbursable engineering costs. Net engineering costs of $62 million for the three months ended June 30, 2023, including the impacts of currency, were $21 million higher than the same period of 2022. This increase is primarily related to further investments in engineering, inflation as well as the timing of engineering recoveries.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses were $52 million and $43 million, during the three months ended June 30, 2023 and 2022, respectively. The increase is primarily due to increased personnel costs and reserves for bad debt.

Restructuring and impairment
During the three months ended June 30, 2023 and 2022, the Company recorded $1 million and $2 million of restructuring expense primarily related to employee severance, respectively.

Interest Expense, Net

Interest expense, net, for each of the three months ended June 30, 2023 and 2022 was $3 million. Interest expense for these periods is primarily related to the borrowings on the Company's term debt facility.
Equity in Net Income of Non-Consolidated Affiliates

Equity in net income of non-consolidated affiliates was a loss of $2 million and income of $1 million for the three months ended June 30, 2023 and 2022, respectively. The decrease in income is primarily due to various operational and non-operational charges incurred at an affiliate.

Other Income (Expense), Net

Other expense, net was $10 million for the three-month period ending June 30, 2023 was primarily related to a litigation settlement expense partially offset by net pension financing benefits.

Other income of $5 million for the three-month period ending June 30, 2022 was primarily related to net pension financing benefits.

Income Taxes

The Company's provision for income taxes of $13 million for the three months ended June 30, 2023 represents an increase of $6 million compared with $7 million in the same period of 2022. The increase in tax expense is primarily attributable to the overall increase in pre-tax income, including changes in the mix of earnings and differing tax rates between jurisdictions as well as withholding taxes, and $3 million related to uncertain tax positions attributable to transfer pricing following new discussions with foreign tax authorities.

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

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

The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA for the three months ended June 30, 2023 and 2022, is as follows:
Three Months Ended June 30,
(In millions)20232022Change
Net income (loss) attributable to Visteon Corporation$20 $24 $(4)
  Depreciation and amortization26 25 
  Non-cash, stock-based compensation expense
  Provision for income taxes13 
  Restructuring and impairment expense(3)
  Interest expense, net— 
  Net income attributable to non-controlling interests(1)
  Equity in net income of non-consolidated affiliates(1)
  Other13 10 
Adjusted EBITDA$90 $79 $11 
Adjusted EBITDA was $90 million for the three months ended June 30, 2023, representing an increase of $11 million when compared to $79 million for the same period of 2022. Favorable volumes and mix increased Adjusted EBITDA by $54 million. Foreign currency decreased Adjusted EBITDA by $12 million, primarily attributable to the euro, Mexican peso, and Japanese yen. Net engineering costs, excluding currency, decreased Adjusted EBITDA by $20 million. Customer pricing decreased Adjusted EBITDA by $75 million primarily as a result of lower semiconductor open market purchases and associated customer recoveries due to improving supply chain dynamics related to the worldwide semiconductor supply shortage. Other cost performance increased Adjusted EBITDA by $67 million primarily related to design changes and improved supply chain dynamics related to the worldwide semiconductor supply shortage as well as manufacturing efficiencies, partially offset by a charge of $15 million related to a product recall with one of our customers.
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Results of Operations - Six Months Ended June 30, 2023 and 2022
The Company's consolidated results of operations for the six months ended June 30, 2023 and 2022 were as follows:
Six Months Ended June 30,
(In millions)20232022Change
Net sales$1,950 $1,666 $284 
Cost of sales(1,736)(1,516)(220)
Gross margin214 150 64 
Selling, general and administrative expenses(104)(87)(17)
Restructuring and impairment(2)(11)
Interest expense, net(6)(5)(1)
Equity in net income of non-consolidated affiliates(7)(11)
Other income (expense), net(7)10 (17)
Provision for income taxes(27)(15)(12)
Net income (loss)61 46 15 
Less: Net (income) loss attributable to non-controlling interests(7)— (7)
Net income (loss) attributable to Visteon Corporation$54 $46 $
Adjusted EBITDA*$189 $150 $39 
* Adjusted EBITDA is a Non-GAAP financial measure, as further discussed below.
Net Sales, Cost of Sales and Gross Margin
(In millions)Net SalesCost of SalesGross Margin
Six Months Ended June 30, 2022$1,666 $(1,516)$150 
Volume, mix, and net new business403 (306)97 
Currency(49)26 (23)
Customer pricing(60)— (60)
Engineering costs, net *— (32)(32)
Cost performance, design changes and other(10)92 82 
Six Months Ended June 30, 2023$1,950 $(1,736)$214 
*Excludes the impact of currency.
Net sales for the six months ended June 30, 2023 totaled $1,950 million, representing an increase of $284 million compared with the same period of 2022. Volumes and net new business increased net sales by $403 million due to increases in customer production and continued market outperformance as a result of recent product launches. Unfavorable currency decreased net sales by $49 million, primarily attributable to the euro, Chinese renminbi, and Japanese yen. Customer pricing decreased net sales by $60 million primarily related to lower semiconductor open market purchases and associated customer recoveries due to improving supply chain dynamics related to the worldwide semiconductor supply shortage. Other cost performance, primarily related to design changes, reduced sales by $10 million.
Cost of sales increased by $220 million for the six months ended June 30, 2023 compared with the same period in 2022. Volume, mix, and net new business increased cost of sales by $306 million. Foreign currency decreased cost of sales by $26 million, primarily attributable to the euro, Chinese renminbi, and Japanese yen. Net engineering costs, excluding currency, increased cost of sales by $32 million. Favorable cost performance, design changes and other decreased cost of sales by $92 million primarily due to reduced supply chain and material cost impacts associated with the worldwide semiconductor supply shortage as well as manufacturing efficiencies, partially offset by a charge of $15 million related to a product recall with one of our customers.
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A summary of net engineering costs is shown below:
Six Months Ended June 30,
(In millions)20232022
Gross engineering costs$(174)$(162)
Engineering recoveries56 73 
Engineering costs, net$(118)$(89)

Gross engineering costs relate to forward model program development and advanced engineering activities and exclude contractually reimbursable engineering costs. Net engineering costs of $118 million for the six months ended June 30, 2023, including the impacts of currency, were $29 million higher than the same period of 2022. This increase is primarily related to further investments in engineering, inflation as well as the timing of engineering recoveries.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses were $104 million and $87 million for the six months ended June 30, 2023 and 2022, respectively. The increase is primarily due to increased personnel costs, investments in IT as well as reserves for bad debt.

Restructuring and impairment
During the six months ended June 30, 2023 and 2022, the Company recorded $2 million and $7 million of restructuring expense, primarily related to employee severance, respectively.

Due to the geopolitical situation in Eastern Europe, the Company elected to close the Russian facility resulting in a 2022 non-cash impairment charge of $4 million to fully impair property and equipment and reduce inventory to its net realizable value.

Interest Expense, Net

Interest expense, net, for the six months ended June 30, 2023 and 2022 was $6 million and $5 million, respectively. Interest expense for these periods is primarily related to the borrowings on the Company's term debt facility.
Equity in Net Income of Non-Consolidated Affiliates

Equity in net income of non-consolidated affiliates was a loss of $7 million and income of $4 million for the six months ended June 30, 2023 and 2022, respectively. The decrease in income is primarily due to various operational and non-operational charges incurred at an affiliate.

Other Income (Expense), Net

Other expense, net was $7 million for the six-month period ending June 30, 2023 due to a litigation settlement partially offset by net pension financing benefits.

Other income was $10 million for the six-month period ending June 30, 2022 primarily due to net pension financing benefits.

Income Taxes

The Company's provision for income taxes of $27 million for the six months ended June 30, 2023 represents an increase of $12 million compared with $15 million in the same period of 2022. The increase in tax expense is primarily attributable to the overall increase in pre-tax income, including changes in the mix of earnings and differing tax rates between jurisdictions as well as withholding taxes, and $3 million related to uncertain tax positions attributable to transfer pricing following new discussions with foreign tax authorities.

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

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

The reconciliation of net income (loss) attributable to Visteon to Adjusted EBITDA for the six months ended June 30, 2023 and 2022, is as follows:
Six Months Ended June 30,
(In millions)20232022Change
Net income (loss) attributable to Visteon Corporation$54 $46 $
  Depreciation and amortization55 52 
  Provision for income taxes27 15 12 
  Non-cash, stock-based compensation expense17 13 
  Interest expense, net
  Net income (loss) attributable to non-controlling interests— 
  Restructuring and impairment expense11 (9)
  Equity in net income of non-consolidated affiliates(4)11 
  Other14 12 
Adjusted EBITDA$189 $150 $39 

Adjusted EBITDA was $189 million for the six months ended June 30, 2023, representing an increase of $39 million when compared to $150 million for the same period of 2022. Favorable volumes and mix increased Adjusted EBITDA by $97 million. Foreign currency decreased Adjusted EBITDA by $21 million, primarily attributable to the euro, Mexican peso, and Japanese yen. Net engineering costs, excluding currency, decreased Adjusted EBITDA by $30 million. Customer pricing decreased Adjusted EBITDA by $60 million, primarily as a result of lower semiconductor open market purchases and associated customer recoveries due to improving supply chain dynamics related to the worldwide semiconductor supply shortage. Other cost performance increased Adjusted EBITDA by $54 million, primarily due to reduced supply chain and material cost impacts associated with the worldwide semiconductor supply shortage as well as manufacturing efficiencies, partially offset by a charge of $15 million related to a product recall with one of our customers.
Liquidity
The Company's primary sources of liquidity are cash flows from operations, existing cash balances, and borrowings under available credit facilities. The Company's intra-year needs are normally impacted by seasonal effects in the industry, such as mid-year shutdowns, the ramp-up of new model production, and year-end shutdowns at key customers.

A substantial portion of the Company's cash flows from operations are generated by operations located outside of the United States. Accordingly, the Company utilizes a combination of cash repatriation strategies, including dividends and distributions, royalties, and other intercompany arrangements to provide the funds necessary to meet obligations globally. The Company’s ability to access funds from its subsidiaries is subject to, among other things, customary regulatory and statutory requirements
30



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 June 30, 2023, the Company’s corporate credit rating is Ba3 and BB- by Moody’s and Standard & Poor’s, respectively. See Note 8, "Debt" for a comprehensive discussion of the Company's debt facilities. Incremental funding requirements of the Company's consolidated foreign entities are primarily accommodated by intercompany cash pooling structures. Affiliate working capital lines, which may be utilized by the Company's local subsidiaries and consolidated joint ventures, had availability of $130 million and the Company had $400 million of available credit under the revolving credit facility, as of June 30, 2023.
Cash Balances
As of June 30, 2023, the Company had total cash and cash equivalents of $459 million, including $4 million of restricted cash. Cash balances totaling $321 million were located in jurisdictions outside of the United States, of which approximately $40 million is considered permanently reinvested for funding ongoing operations outside of the U.S. If such permanently reinvested funds were repatriated to the U.S., no U.S. federal taxes would be imposed on the distribution of such foreign earnings due to U.S. tax reform enacted in December 2017. However, the Company would be required to accrue additional tax expense primarily related to foreign withholding taxes.
Other Items Affecting Liquidity
During the six months ended June 30, 2023, cash contributions to the Company's defined benefit plans were $3 million related to its non-U.S. plans. The Company estimates that total cash contributions to its non-U.S. defined benefit pension plans during 2023 will be $5 million.

During the six months ended June 30, 2023, the Company paid $4 million related to restructuring activities. Additional discussion regarding the Company's restructuring activities is included in Note 3, "Restructuring and Impairments." The Company estimates that total cash restructuring payments during the next twelve months will be approximately $6 million.

The Company committed to make a $15 million investment in two funds managed by venture capital firms principally focused on the automotive sector pursuant to limited partnership agreements. As of June 30, 2023, the Company contributed $11 million toward the aggregate investment commitments. As a limited partner in each entity, the Company will periodically make capital contributions toward this total commitment amount.

The Company may be required to make significant cash outlays related to its unrecognized tax benefits, including interest and penalties. As of June 30, 2023, the Company had unrecognized tax benefits, including interest and penalties, that would be expected to result in a cash outlay of $10 million. Given the number of years, jurisdictions and positions subject to examination, the Company is unable to estimate the period of cash settlement, if any, with the respective taxing authorities.

On March 2, 2023 the Company's board of directors authorized a share repurchase program of $300 million of common stock through December 31, 2026. As of June 30, 2023, the Company has purchased 211,779 shares at an average price of $141.66.

31



Cash Flows
Operating Activities
The Company benefited from $42 million of cash inflows from operating activities during the six months ended June 30, 2023, representing decreased usage of $114 million as compared to prior year. The increase in cash from operations during 2023 is primarily attributable to higher Adjusted EBITDA of $39 million and improved working capital usage of $59 million, primarily related to customer collections and improved inventory management. These increases are primary offset by increased cash tax payments.

Investing Activities
Net cash used by investing activities during the six months ended June 30, 2023 totaled $49 million, representing $18 million of increased usage as compared to the same period in 2022. This increase in cash from investing activities is primarily due increased capital expenditures of $15 million.
Financing Activities
Cash used by financing activities during the six months ended June 30, 2023 was $57 million, representing a $53 million increase as compared to the same period in 2022. This increase is primarily attributable to dividends paid to non-controlling interest of $15 million and repurchases of common stock of $30 million during the six months ended June 30, 2023.

Debt and Capital Structure
See Note 8, “Debt” to the condensed consolidated financial statements included in Item 1.

Significant Accounting Policies and Critical Accounting Estimates
See Note 1, “Summary of Significant Accounting Policies” to the accompanying condensed consolidated financial statements in Item 1.

Fair Value Measurements
See Note 13, “Fair Value Measurements and Financial Instruments” to the condensed consolidated financial statements included in Item 1.

Recent Accounting Pronouncements
See Note 1, “Summary of Significant Accounting Policies” to the accompanying condensed consolidated financial statements in Item 1.

Forward-Looking Statements
Certain statements contained or incorporated in this Quarterly Report on Form 10-Q which are not statements of historical fact constitute “Forward- Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements give current expectations or forecasts of future events. Words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “seek”, “estimate” and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. These statements reflect the Company’s current views with respect to future events and are based on assumptions and estimates, which are subject to risks and uncertainties. Accordingly, undue reliance should not be placed on these forward-looking statements. Also, these forward-looking statements represent the Company’s estimates and assumptions only as of the date of this report. The Company does not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statement is made and qualifies all of its forward-looking statements by these cautionary statements.


32



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:
Significant or prolonged shortage of critical components from Visteon’s suppliers including, but not limited to semiconductors and those components from suppliers who are sole or primary sources.
Continued and future impacts related to the conflict between Russia and the Ukraine including supply chain disruptions, reduction in customer demand, and the imposition of sanctions on Russia.
Continued and future impacts of the coronavirus ("COVID-19") pandemic on Visteon’s financial condition and business operations including global supply chain disruptions, market downturns, reduced consumer demand, and new government actions or restrictions.
Failure of the Company’s joint venture partners to comply with contractual obligations or to exert influence or pressure 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 supplier payment terms.
Visteon’s ability to access funds generated by its foreign subsidiaries and joint ventures on a timely and cost-effective basis.
Changes in the operations (including products, product planning, and part sourcing), financial condition, results of operations, or market share of Visteon’s customers.
Changes in vehicle production volume of Visteon’s customers in the markets where it operates.
Increases in commodity costs and the Company's ability to offset or recover these costs or disruptions in the supply of commodities, including resins, copper, fuel, and natural gas.
Visteon’s ability to generate cost savings to offset or exceed agreed-upon price reductions or price reductions to win additional business and, in general, improve its operating performance; to achieve the benefits of its restructuring actions; and to recover engineering and tooling costs and capital investments.
Visteon’s ability to compete favorably with automotive parts suppliers with lower cost structures and greater ability to rationalize operations; and to exit non-performing businesses on satisfactory terms, particularly due to limited flexibility under existing labor agreements.
Restrictions in labor contracts with unions that restrict Visteon’s ability to close plants, divest unprofitable, noncompetitive businesses, change local work rules and practices at a number of facilities, and implement cost-saving measures.
The costs and timing of facility closures or dispositions, business or product realignments, or similar restructuring actions, including potential asset impairment or other charges related to the implementation of these actions or other adverse industry conditions and contingent liabilities.
Legal and administrative proceedings, investigations, and claims, including shareholder class actions, inquiries by regulatory agencies, product liability, warranty, employee-related, environmental and safety claims, and any recalls of products manufactured or sold by Visteon.
Changes in economic conditions, currency exchange rates, interest rates and fuel prices, changes in foreign laws, regulations or trade policies, or political stability in foreign countries where Visteon procures materials, components, or supplies or where its products are manufactured, distributed, or sold.
Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages, or other interruptions to or difficulties in the employment of labor in the major markets where Visteon purchases materials, components, or supplies to manufacture its products or where its products are manufactured, distributed, or sold.
Visteon’s ability to satisfy its pension and other postretirement employee benefit obligations, and to retire outstanding debt and satisfy other contractual commitments, all at the levels and times planned by management.
33



Changes in laws, regulations, policies or other activities of governments, agencies and similar organizations, domestic and foreign, that may tax or otherwise increase the cost of, or otherwise affect, the manufacture, licensing, distribution, sale, ownership, or use of Visteon’s products or assets.
Possible terrorist attacks or acts of war, which could exacerbate other risks such as slowed vehicle production, interruptions in the transportation system, changes in fuel prices, and disruptions of supply.
The cyclical and seasonal nature of the automotive industry.
Visteon’s ability to comply with environmental, safety, and other regulations applicable to it and any increase in the requirements, responsibilities, and associated expenses and expenditures of these regulations.
Disruptions in information technology systems including, but not limited to, system failure, cyber-attack, malicious computer software (malware including ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters.
Visteon’s ability to protect its intellectual property rights and to respond to changes in technology and technological risks and to claims by others that Visteon infringes their intellectual property rights.
Visteon’s ability to quickly and adequately remediate control deficiencies in its internal control over financial reporting.
Other factors, risks and uncertainties detailed from time to time in Visteon’s Securities and Exchange Commission filings.

34



Item 3.Quantitative and Qualitative Disclosures About Market Risk
The primary market risks to which the Company is exposed include changes in currency exchange rates, interest rates and certain commodity prices. The Company manages these risks through operating actions including fixed price contracts with suppliers and cost sourcing arrangements with customers and through various derivative instruments. The Company's use of derivative instruments is strictly intended for hedging purposes to mitigate market risks pursuant to written risk management policies. Accordingly, derivative instruments are not used for speculative or trading purposes. The Company's use of derivative instruments creates exposure to credit loss in the event of non-performance by the counter-party to the derivative financial instruments. The Company limits this exposure by entering into agreements directly with a variety of major financial institutions with high credit standards and that are expected to fully satisfy their obligations under the contracts. Additionally, the Company's ability to utilize derivatives to manage market risk is dependent on credit conditions, market conditions, and prevailing economic environment.
Foreign Currency Risk
The Company’s net cash inflows and outflows exposed to the risk of changes in foreign currency exchange rates arise from the sale of products in countries other than the manufacturing source, foreign currency denominated supplier payments, debt and other payables, subsidiary dividends, investments in subsidiaries, and anticipated foreign currency denominated transaction proceeds. The Company may utilize derivative financial instruments to manage foreign currency exchange rate risks. Forward and option contracts may be utilized to reduce the impact to the Company's cash flow from adverse movements in exchange rates. Foreign currency exposures are reviewed periodically, and any natural offsets are considered prior to entering into a derivative financial instrument.

In addition to the transactional exposure described above, the Company's operating results are impacted by the translation of its foreign operating income into U.S. dollars. The Company does not enter into currency exchange rate contracts to mitigate this exposure.
The hypothetical pre-tax gain or loss in fair value from a 10% favorable or adverse change in quoted currency exchange rates would be $21 million for currency derivative financial instruments as of June 30, 2023 and December 31, 2022. 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 13, "Fair Value Measurements and Financial Instruments" to the condensed consolidated financial statements included in Item 1 for additional information.
Commodity Risk
The Company's exposures to market risk from changes in the price of production material are managed primarily through negotiations with suppliers and customers, although there can be no assurance that the Company will recover all such costs. The Company continues to evaluate derivatives available in the marketplace and may decide to utilize derivatives in the future to manage select commodity risks if an acceptable hedging instrument is identified for the Company's exposure level at that time, as well as the effectiveness of the financial hedge among other factors.

Item 4.Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in periodic reports filed with the SEC under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Senior Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
35



As of June 30, 2023, an evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Senior Vice President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2023.
Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


36



Part II
Other Information

Item 1.    Legal Proceedings

See the information above under Note 14, "Commitments and Contingencies," to the condensed consolidated financial statements which is incorporated herein by reference.

Item 1A.Risk Factors
The Company is supplementing the risk factors describe under "Item 1A. Risk Factors" in its Annual Report on Form 10-K for the year ended December 31, 2022, with the additional risk factors set forth below, which supplement, and to the extent inconsistent, supersedes such risk factors.

A disruption in the Company's information technology systems, including because of cyberattack, could adversely affect its business and financial performance

The Company relies on the accuracy, capacity, and security of its information technology systems as well as those of its customers, suppliers, partners, and service providers to conduct its business. Despite the security and risk-prevention measures the Company has implemented, the Company's systems could be breached, damaged, or otherwise interrupted by a system failure, cyberattack, malicious computer software (including malware or ransomware), unauthorized physical or electronic access, or other natural or man-made incidents or disasters. The Company is also susceptible to security breaches that may go undetected. Such a breach or interruption could result in business disruption, theft of the Company's intellectual property or trade secrets, and unauthorized access to personal information. To the extent that business is interrupted or data is lost, destroyed, or inappropriately used or disclosed, such disruptions could lead to legal claims against the Company and adversely affect the Company’s competitive position, reputation, relationships with customers, financial condition, operating results, and cash flows.

On July 3, 2023, the Company experienced a disruption of certain IT services and assets at its third-party data center provider that resulted in some IT services experiencing interruptions and loss of data. Operations were not significantly impacted. The Company continues to work to restore the affected services and assets. There can be no guarantee that all information will be recovered, which may result in additional costs and inefficiencies.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes information relating to purchases made by or on behalf of the Company, or an affiliated purchaser, of shares of the Company’s common stock during the second quarter of 2023.

PeriodTotal Number of Shares (or Units) Purchased (1)Average Price Paid per Share (or Unit)Total Number of Shares (or units) Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions)
April 1 to April 30, 2023— — — — 
May 1 to May 31, 2023— — — — 
June 1 to June 30, 2023
211,779141.66 211,779270 
Total211,779141.66 211,779270 

(1) The Company does not include shares surrendered to pay taxes incurred upon exercises of stock options for purposes of this Item 2 of Part II of this Quarterly Report on Form 10-Q.

Item 6.Exhibits
The exhibits listed on the "Exhibit Index" on Page 38 hereof are filed with this report or incorporated by reference as set forth therein.
37



Exhibit Index
Exhibit No.Description
101.INS
XBRL Instance Document.**
101.SCH
XBRL Taxonomy Extension Schema Document.**
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.**
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.**
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.**
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.**
*    Indicates that exhibit is a management contract or compensatory plan or arrangement.
**    Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

In lieu of filing certain instruments with respect to long-term debt of the kind described in Item 601(b)(4) of Regulation S-K, Visteon agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.

Signatures
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Visteon Corporation has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
VISTEON CORPORATION
By:/s/ Abigail S. Fleming
     Abigail S. Fleming
     Vice President and Chief Accounting Officer
Date: August 3, 2023

38

Ex 10.1
Execution Version
AMENDMENT NO. 7 TO CREDIT AGREEMENT
AMENDMENT NO. 7, dated as of June 28, 2023 (this “Amendment”) to the Credit Agreement (as defined below), among Visteon Corporation, a Delaware corporation (the “Borrower”), and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
WHEREAS, reference is made to that certain Credit Agreement, dated as of April 9, 2014 (as amended by that certain Waiver and Amendment No. 1 to Credit Agreement, dated as of March 25, 2015, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of March 24, 2017, as further amended by that certain Amendment No. 3 to Credit Agreement, dated as of November 14, 2017, as further amended by that certain Amendment No. 4 to Credit Agreement, dated as of May 30, 2018, as further amended by that certain Amendment No. 5 to Credit Agreement, dated as of December 19, 2019, as further amended by that certain Amendment No. 6 to Credit Agreement, dated as of July 19, 2022, and as further amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the lenders and issuing banks from time to time party thereto and the Administrative Agent;
WHEREAS, the Administrative Agent and the Borrower have jointly identified errors of a technical nature in the Credit Agreement;
WHEREAS, pursuant to the third to last paragraph of Section 10.01 of the Credit Agreement, the Administrative Agent and the Borrower wish to amend the Credit Agreement, on the terms set forth herein and conditions set forth herein, in order to correct such errors; and
WHEREAS, in accordance with the third to last paragraph of Section 10.01 of the Credit Agreement, this Amendment shall become effective at and after 11:59 p.m. (Eastern time) on July 6, 2023, which is the fifth Business Day after the date on which a copy of this Amendment has been provided to the Lenders (such time, the “Objection Deadline”), so long as the Administrative Agent has not received, by such time, written notice of objection to this Amendment from Lenders comprising the Required Lenders.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Article i

DEFINITIONS
Section 1.01Definitions.
(a)Unless otherwise defined herein, capitalized terms defined in the Amended Credit Agreement (as defined below) shall have the same meanings when used in this Amendment.
(b)Amended Credit Agreement” means the Credit Agreement as amended by this Amendment.
Article ii

AMENDMENTS TO THE CREDIT AGREEMENT
Section 1.01Amendments to the Credit Agreement. Effective as of the Amendment No. 7 Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a)The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended by restating the last paragraph of such definition in its entirety as follows:






Ex 10.1

“Each change in the Applicable Rate and the Amendment No. 6 Applicable Commitment Fee shall be effective as of the first Business Day immediately following the date of delivery to the Administrative Agent of financial statements pursuant to Section 6.01(a) or Section 6.01(b) and a Compliance Certificate pursuant to Section 6.02(b) evidencing the related change in the Total Gross Leverage Ratio. For purposes of each of the Applicable Rate and the Amendment No. 6 Applicable Commitment Fee, if the Borrower has not delivered such information to the Administrative Agent on the applicable Financial Statement Delivery Date, the Applicable Rate and the Amendment No. 6 Applicable Commitment Fee shall be set at Pricing Level 4 in the applicable tables. Each change in the Applicable Rate and the Amendment No. 6 Applicable Commitment Fee shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change, subject, in any case, to further adjustments in accordance with the provisions of Section 2.22, as applicable.”
(b)The definition of “Financial Covenant Event of Default” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
““Financial Covenant Event of Default” means a Default by the Borrower under Section 7.11.”
(c)Section 1.03(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(b)    If at any time any change in GAAP or the application thereof would affect the computation or interpretation of any financial ratio, basket, requirement or other provision set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders not to be unreasonably withheld, conditioned or delayed) (provided that in the case of any change affecting the computation of the ratio set forth in Section 7.11 following a Suspension Period, either the Borrower or the Required Lenders may make such negotiation request and any amendment affecting the computation of such ratio for purposes of Section 7.11 shall be subject solely to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed)); provided that, until so amended, (A) such ratio, basket, requirement or other provision shall continue to be computed or interpreted in accordance with GAAP or the application thereof prior to such change therein and (B) in the case of any relevant calculation, the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio, basket, requirement or other provision made before and after giving effect to such change in GAAP or the application thereof.”
(d)Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Financial Covenant. Permit the Total Net Leverage Ratio as of the last day of a Test Period (commencing with the first fiscal quarter ending after the Amendment No. 6 Effective Date) to exceed (i) 3.50:1.00 or (ii) for three full fiscal quarters following the effectiveness of a Permitted Acquisition, 4.00:1.00.”
(e)Section 8.01(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
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Ex 10.1

“(b)    Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.05(a) (solely with respect to the Borrower) or 6.11 or in any Section of Article VII; or”
(f)Section 8.02 of the Credit Agreement is hereby amended by deleting the first parenthetical of such Section in its entirety.
(g)Section 9.05 of the Credit Agreement is hereby amended by deleting the words “or the Required Revolving Lenders, as applicable,” from the third sentence of such Section in their entirety.
(h)Section 10.01(h) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(h)    (i) amend or otherwise modify Section 7.11 (or for purposes of determining compliance with Section 7.11, any defined term used therein), (ii) waive or consent to any Default or Event of Default resulting from a breach of Section 7.11 or (iii) alter the rights or remedies of the Required Lenders arising pursuant to Article VIII as a result of a breach of Section 7.11, in each case, without the written consent of the Required Lenders; provided, however, that (x) the amendments, modifications, waivers and consents described in this clause (h) shall not require the consent of any Lenders other than the Required Lenders during any Suspension Period; and (y) other than during any Suspension Period, the amendments, modifications, waivers and consents described in this clause (h) shall require the consent of (A) the Required Term Lenders in respect of the Term Loans then outstanding and (B) the Required Revolving Lenders in respect of the Revolving Credit Facility;”
Article iii

CONDITIONS TO EFFECTIVENESS
Section 1.01Conditions to Effectiveness of this Amendment. This Amendment and the amendments set forth in Section 2.1 hereof shall become effective on the first date (such date, the “Amendment No. 7 Effective Date”) when each of the following conditions precedent have been fulfilled to the reasonable satisfaction of (or waived by) the Administrative Agent:
(a)Execution and Delivery of this Amendment. The Administrative Agent shall have received from the Borrower and the Administrative Agent, duly executed counterparts of this Amendment.
(b)Objection Deadline. The Administrative Agent shall have not received, by the Objection Deadline, written notice of objection to this Amendment from Lenders comprising the Required Lenders.
Article iv

REPRESENTATIONS AND WARRANTIES
Section 1.01Representations and Warranties. The Borrower represents and warrants to the Administrative Agent as set forth below:
(a)    This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity.
-3-




Ex 10.1

(b)    The Borrower has all requisite corporate or other organizational power and authority to enter into this Amendment and to perform their respective obligations under this Amendment and the Amended Credit Agreement.
Article v

MISCELLANEOUS
Section 1.01Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.
Section 1.02Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this Amendment. For the avoidance of doubt, Section 10.20 of the Credit Agreement shall apply with respect to this Amendment mutatis mutandis.
Section 1.03Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Section 1.04Governing Law. The governing law and jurisdiction provisions of Section 10.15 of the Credit Agreement shall apply mutatis mutandis to this Amendment.
Section 1.05Fees and Expenses. Notwithstanding anything to the contrary set forth in Section 10.04 of the Credit Agreement, the Administrative Agent agrees that the Borrower shall not be required to pay or reimburse (and the Administrative Agent shall not request or otherwise demand payment or reimbursement of) any costs or expenses of the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including, but not limited to, the fees, disbursements and other charges of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent.
Section 1.06Waiver of Right to Trial by Jury. The waiver of jury trial provisions of Section 10.16 of the Credit Agreement shall apply mutatis mutandis to this Amendment.
Section 1.07Entire Agreement. This Amendment constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Section 1.08Effects of this Amendment.
(a)On and after the Amendment No. 7 Effective Date, the rights and obligations of the parties to the Credit Agreement shall be governed by the Amended Credit Agreement. All references to the Credit Agreement in any document, instrument, agreement or writing shall be deemed to refer to the Amended Credit Agreement.
(b)Other than as specifically provided herein, this Amendment shall not operate as an amendment of any right, power or privilege of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document or of any other term or condition of the Credit Agreement or any other Loan Document, nor shall the entering into of this Amendment preclude the Administrative Agent and/or any Lender from refusing to enter into any further amendments with respect thereto. This Amendment is not intended by any of the parties hereto to be interpreted as a course of dealing which would in any way impair the rights or remedies of the Administrative Agent or any Lender except as expressly stated herein, and no Lender shall have any obligation to extend credit to the Borrower other
-4-




Ex 10.1

than pursuant to the terms of the Amended Credit Agreement and the other Loan Documents, as amended or supplemented to date (including by means of this Amendment). This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document and the Credit Agreement shall continue in full force and effect as amended by this Amendment.
Section 1.09Loan Document Pursuant to Credit Agreement. This Amendment is a Loan Document executed pursuant to the Credit Agreement and, subject to the limitations set forth in Section 5.05 hereof, shall be construed, administered and applied in accordance with all of the applicable terms and provisions of the Credit Agreement (and, following the Amendment No. 7 Effective Date, the Amended Credit Agreement).
[Signature Pages Follow]
-5-




Ex 10.1

IN WITNESS WHEREOF, the signatories hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.
VISTEON CORPORATION, as Borrower
By:         /s/ Ryan M. Wentling    
    Name:    Ryan M. Wentling
    Title:    VP, Investor Relations and Treasurer

[Signature Page to Amendment No. 7 to Credit Agreement]

Ex 10.1

CITIBANK, N.A., as Administrative Agent
By:         /s/ Andrew Padovano    
    Name:    Andrew Padovano
    Title:    Vice President
[Signature Page to Amendment No. 7 to Credit Agreement]

Exhibit 31.1
    
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)

I, Sachin S. Lawande, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Visteon Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:    August 3, 2023

        /s/ Sachin S. Lawande        
Sachin S. Lawande
President and Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 31.2
CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)


I, Jerome J. Rouquet, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Visteon Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:    August 3, 2023
   /s/ Jerome J. Rouquet 
Jerome J. Rouquet
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)


EXHIBIT 32.1



CERTIFICATION PURSUANT TO 18 U.S.C. SS.1350
AND EXCHANGE ACT RULE 13a-14(b)



    Solely for the purposes of complying with 18 U.S.C. ss.1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), I, the undersigned President and Chief Executive Officer of Visteon Corporation (the "Company"), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) of the Exchange Act and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



_/s/Sachin S. Lawande    __
Sachin S. Lawande

August 3, 2023







EXHIBIT 32.2



CERTIFICATION PURSUANT TO 18 U.S.C. SS.1350
AND EXCHANGE ACT RULE 13a-14(b)



    Solely for the purposes of complying with 18 U.S.C. ss.1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), I, the undersigned Senior Vice President and Chief Financial Officer of Visteon Corporation (the "Company"), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2023 (the "Report") fully complies with the requirements of Section 13(a) of the Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



_/s/Jerome J. Rouquet
Jerome J. Rouquet

August 3, 2023






v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Jul. 27, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 001-15827  
Entity Registrant Name VISTEON CORP  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 38-3519512  
Entity Address, Address Line One One Village Center Drive,  
Entity Address, City or Town Van Buren Township,  
Entity Address, State or Province MI  
Entity Address, Postal Zip Code 48111  
City Area Code 800  
Local Phone Number VISTEON  
Title of 12(b) Security Common Stock, Par Value $.01 Per Share  
Trading Symbol VC  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   28,199,370
Amendment Flag false  
Entity Central Index Key 0001111335  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
v3.23.2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net sales $ 983 $ 848 $ 1,950 $ 1,666
Cost of sales (879) (774) (1,736) (1,516)
Gross margin 104 74 214 150
Selling, general and administrative expenses (52) (43) (104) (87)
Restructuring and impairment (1) (4) (2) (11)
Interest expense (4) (4) (9) (7)
Interest income 1 1 3 2
Equity in net income of non-consolidated affiliates (2) 1 (7) 4
Other income (expense), net (10) 5 (7) 10
Income (loss) before income taxes 36 30 88 61
Provision for income taxes (13) (7) (27) (15)
Net income (loss) 23 23 61 46
Less: Net (income) loss attributable to non-controlling interests (3) 1 (7) 0
Net income (loss) attributable to Visteon Corporation 20 24   46
Comprehensive income:        
Comprehensive income (loss) 3 (21) 56 6
Less: Comprehensive (income) loss attributable to non-controlling interests 1 5 (2) 4
Comprehensive income (loss) attributable to Visteon Corporation $ 4 $ (16) $ 54 $ 10
Basic earnings (loss) per share:        
Basic earnings (loss) per share attributable to Visteon Corporation (in dollars per share) $ 0.71 $ 0.85 $ 1.91 $ 1.64
Diluted earnings (loss) per share        
Diluted earnings (loss) per share attributable to Visteon Corporation (in dollars per share) $ 0.70 $ 0.85 $ 1.88 $ 1.61
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
shares in Millions, $ in Millions
Jun. 30, 2023
Dec. 31, 2022
ASSETS    
Cash and equivalents $ 455 $ 520
Restricted cash 4 3
Accounts receivable, net 678 672
Inventories, net 329 348
Other current assets 131 167
Total current assets 1,597 1,710
Property and equipment, net 367 364
Intangible assets, net 88 99
Right-of-use assets 122 124
Investments in non-consolidated affiliates 37 49
Other non-current assets 110 104
Total assets 2,321 2,450
LIABILITIES AND EQUITY    
Short-term debt 21 13
Accounts payable 564 657
Accrued employee liabilities 74 90
Current lease liability 30 29
Other current liabilities 222 246
Total current liabilities 911 1,035
Long-term debt, net 327 336
Employee benefits 109 115
Non-current lease liability 93 99
Deferred tax liabilities 30 27
Other non-current liabilities 73 64
Stockholders’ equity:    
Preferred stock (par value 0.01, 50 million shares authorized, none outstanding as of June 30, 2023 and December 31, 2022) $ 0 0
Common stock, shares, issued (in shares) 55  
Common stock, shares authorized (in shares) 250  
Common stock, par value (in dollars per share) $ 0.01  
Common stock (par value $0.01, 250 million shares authorized, 55 million shares issued, and 28.2 million shares outstanding as of June 30, 2023 and December 31, 2022) $ 1 1
Additional paid-in capital 1,341 1,352
Retained earnings 1,842 1,788
Accumulated other comprehensive loss (213) (213)
Treasury stock (2,266) (2,253)
Total Visteon Corporation stockholders’ equity 705 675
Non-controlling interests 73 99
Total equity 778 774
Total liabilities and equity $ 2,321 $ 2,450
v3.23.2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 50,000,000 50,000,000
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01  
Common stock, shares authorized (in shares) 250,000,000  
Common stock, shares, issued (in shares) 55,000,000  
v3.23.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Operating Activities    
Net income (loss) $ 61 $ 46
Adjustments to reconcile net income (loss) to net cash provided from (used by) operating activities:    
Depreciation and amortization 55 52
Non-cash stock-based compensation 17 13
Equity in net loss (income) of non-consolidated affiliates, net of dividends remitted 7 (4)
Asset Impairment Charges 0 4
Other non-cash items (4) 0
Changes in assets and liabilities:    
Accounts receivable (7) (74)
Inventories 17 (62)
Accounts payable (89) (2)
Other assets and other liabilities (15) (45)
Net cash provided from (used by) operating activities 42 (72)
Investing Activities    
Capital expenditures, including intangibles (51) (36)
Contributions to equity method investments 0 (1)
Payments for (Proceeds from) Hedge, Investing Activities 0 5
Other 2 1
Net cash used by investing activities (49) (31)
Financing Activities    
Payments of Ordinary Dividends, Noncontrolling Interest (15) 0
Short-term debt, net 3 (4)
Repurchase of common stock (30) 0
Payments Related to Tax Withholding for Share-based Compensation (15) 0
Proceeds from Stock Options Exercised 4 0
Investment Company, Debt Instrument, Amount Repaid to Principal, Excess (Less) (4) 0
Net cash used by financing activities (57) (4)
Effect of exchange rate changes on cash   (23)
Net decrease in cash, equivalents, and restricted cash (64) (130)
Cash, equivalents, and restricted cash at beginning of the period 523 455
Cash, equivalents, and restricted cash at end of the period $ 459 $ 325
v3.23.2
Condensed Consolidated Statements of Changes in Equity - USD ($)
$ in Millions
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Total Visteon Corporation Stockholders' Equity
Non-Controlling Interests
Treasury Stock, Common
Beginning balance at Dec. 31, 2021 $ 616 $ 1 $ 1,349 $ 1,664 $ (229) $ 516 $ 100 $ (2,269)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 23     22   22 1  
Other comprehensive income (loss) 4       4 4 0  
Stock-based compensation, net (1)   (10)     (1)   9
Ending balance at Mar. 31, 2022 642 1 1,339 1,686 (225) 541 101 (2,260)
Beginning balance at Dec. 31, 2021 616 1 1,349 1,664 (229) 516 100 (2,269)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 46              
Ending balance at Jun. 30, 2022 626 1 1,345 1,710 (265) 532 94 (2,259)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Repurchase of common stock 0              
Beginning balance at Mar. 31, 2022 642 1 1,339 1,686 (225) 541 101 (2,260)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 23     24   24 (1)  
Other comprehensive income (loss) (44)       (40) (40) (4)  
Stock-based compensation, net 7   6     7   1
Dividends to non-controlling interest             2  
Ending balance at Jun. 30, 2022 626 1 1,345 1,710 (265) 532 94 (2,259)
Beginning balance at Dec. 31, 2022 774 1 1,352 1,788 (213) 675 99 (2,253)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 38     34   34 4  
Other comprehensive income (loss) 15       16 16 (1)  
Stock-based compensation, net (5)   (18)     (5)   13
Dividends to non-controlling interest             15  
Ending balance at Mar. 31, 2023 807 1 1,334 1,822 (197) 720 87 (2,240)
Beginning balance at Dec. 31, 2022 774 1 1,352 1,788 (213) 675 99 (2,253)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 61     54        
Ending balance at Jun. 30, 2023 778 1 1,341 1,842 (213) 705 73 (2,266)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Repurchase of common stock (30)              
Beginning balance at Mar. 31, 2023 807 1 1,334 1,822 (197) 720 87 (2,240)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 23     20   20 3  
Other comprehensive income (loss) (20)       (16) (16) (4)  
Stock-based compensation, net 11   7     11   4
Dividends to non-controlling interest             13  
Ending balance at Jun. 30, 2023 778 $ 1 $ 1,341 $ 1,842 $ (213) $ 705 $ 73 $ (2,266)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Repurchase of common stock $ (30)              
v3.23.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation - Interim Financial Statements

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

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported herein. Considerable judgment is involved in making these determinations and the use of different estimates or assumptions could result in significantly different results. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results could differ from those reported herein. Events and changes in circumstances arising after June 30, 2023, as further described in Note 14, "Commitments and Contingencies", will be reflected in management's estimates in future periods.

Segment: The Company’s reportable segment is Electronics. The Electronics segment provides vehicle cockpit electronics products to customers, including digital instrument clusters, domain controllers with integrated advanced driver assistance systems ("ADAS"), displays, Android-based infotainment systems, and battery management systems. As the Company has one reportable segment, net sales, total assets, depreciation, amortization and capital expenditures are equal to consolidated results.

Allowance for Doubtful Accounts: The Company establishes an allowance for doubtful accounts for accounts receivable based on the current expected credit loss impairment model (“CECL”). The Company applies a historical loss rate based on historic write-offs by region to aging categories. The historical loss rate is adjusted for current conditions and reasonable and supportable forecasts of future losses, as necessary. The Company may also record a specific reserve for individual accounts when the Company becomes aware of specific customer circumstances, such as in the case of a bankruptcy filing or deterioration in the customer's operating results or financial position. The allowance for doubtful accounts was $7 million and $5 million as of June 30, 2023 and December 31, 2022, respectively.
v3.23.2
Non-Consolidated Affiliates
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Non-Consolidated Affiliates Non-Consolidated Affiliates
Investments in Affiliates

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

June 30,December 31,
(In millions)20232022
Yanfeng Visteon Investment Co., Ltd. ("YFVIC") (50%)
$14 $25 
Limited partnerships14 13 
Other
11 
Total investments in non-consolidated affiliates
$37 $49 

Variable Interest Entities
The Company evaluates whether joint ventures in which it has invested are Variable Interest Entities (“VIE”) at the start of each new venture and when a reconsideration event has occurred. The Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE having both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
The Company determined that YFVIC is a VIE. The Company holds a variable interest in YFVIC primarily related to its ownership interests and subordinated financial support. The Company and Yangfeng Automotive Trim Systems Co. Ltd. ("YF") each own 50% of YFVIC and neither entity has the power to control the operations of YFVIC; therefore, the Company is not the primary beneficiary of YFVIC and does not consolidate the joint venture.
The Company's investments in YFVIC consists of the following:
June 30,December 31,
(In millions)20232022
Payables due to YFVIC
$11 $38 
Exposure to loss in YFVIC:
Investment in YFVIC
$14 $25 
Receivables due from YFVIC
23 48 
    Maximum exposure to loss in YFVIC
$37 $73 
A $5 million dividend was declared by a non-consolidated affiliate during the second quarter 2023, recorded as a current asset.
Equity Investments
In 2018, the Company committed to make a $15 million investment in two entities principally focused on the automotive sector pursuant to limited partnership agreements. As a limited partner in each entity, the Company will periodically make capital contributions toward this total commitment amount. As of June 30, 2023, the Company has contributed a total of approximately $11 million toward the aggregate investment commitments. These limited partnerships are classified as equity method investments.
v3.23.2
Restructuring Activities
6 Months Ended
Jun. 30, 2023
Restructuring and Related Activities [Abstract]  
Restructuring Activities Restructuring and Impairments
Given the economically-sensitive and highly competitive nature of the automotive electronics industry, the Company continues to closely monitor current market factors and industry trends, taking actions as necessary which may include restructuring actions. However, there can be no assurance that any such actions will be sufficient to fully offset the impact of adverse factors on the Company or its results of operations, financial position and cash flows.

During the six months ended June 30, 2023 and 2022, the Company recorded $2 million and $7 million of restructuring expense primarily related to employee severance, respectively.
Current restructuring actions include the following:

During the six months ended June 30, 2023, the Company approved and recorded $2 million of restructuring expense primarily in America in order to improve efficiencies and rationalize the Company's footprint. As of June 30, 2023, $2 million remains accrued related to this action.

During 2022, the Company approved a restructuring plan, primarily impacting Europe, in order to improve efficiencies and rationalize the Company's footprint, including liquidation of operations in Russia. As of June 30, 2023, $1 million remains accrued related to this action.

During 2021 the Company approved various restructuring programs impacting engineering, administrative, and manufacturing functions to improve efficiency and rationalize the Company’s footprint. As of June 30, 2023, $1 million remains accrued related to these programs.

During 2020 the Company approved various restructuring programs impacting engineering, administrative and manufacturing functions to improve efficiency and rationalize the Company’s footprint. As of June 30, 2023, $2 million remains accrued related to these programs.

During prior periods the Company approved various restructuring programs to improve efficiencies which do not relate to the programs described above. As of June 30, 2023, $2 million remains accrued related to these previously announced actions.

As of June 30, 2023, the Company retained restructuring reserves as part of the Company's divestiture of the majority of its global Interiors business (the "Interiors Divestiture") of $1 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.

(In millions)
December 31, 2022$11 
   Change in estimate
   Payments(3)
March 31, 2023$
   Expense
   Change in estimate(1)
   Payments(1)
June 30, 2023$

Impairments

The Company evaluates its long-lived assets for impairment whenever events or circumstances indicate the value of these long-lived asset groups are not recoverable.

During the six months ended June 30, 2022, due to the geopolitical situation in Eastern Europe, the Company elected to close the Russian facility resulting in a non-cash impairment charge of $4 million to fully impair property and equipment and reduce inventory to its net realizable value.
v3.23.2
Inventories
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
Inventories Inventories Inventories, net consist of the following components:
June 30,December 31,
(In millions)20232022
Raw materials
$257 $291 
Work-in-process
35 26 
Finished products
37 31 
$329 $348 
v3.23.2
Goodwill and Other Intangible Assets
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets
Intangible assets, net are comprised of the following:
June 30, 2023December 31, 2022
(In millions)Estimated Weighted Average Useful Life (years)Gross IntangiblesAccumulated AmortizationNet IntangiblesGross IntangiblesAccumulated AmortizationNet Intangibles
Definite-Lived:
Developed technology10$40 $(39)$$40 $(39)$
Customer related1085 (79)88 (77)11 
Capitalized software development550 (19)31 50 (16)34 
Other3217 (11)17 (9)
Subtotal192 (148)44 195 (141)54 
Indefinite-Lived:
Goodwill44 — 44 45 — 45 
Total $236 $(148)$88 $240 $(141)$99 

Capitalized software development consists of software development costs intended for integration into customer products.
v3.23.2
Other Assets
6 Months Ended
Jun. 30, 2023
Other Assets [Abstract]  
Other Assets Other Assets
Other current assets are comprised of the following components:
June 30,December 31,
(In millions)20232022
 Recoverable taxes
$48 $55 
 Contractually reimbursable engineering costs
32 35 
 Joint venture receivables
27 49 
 Prepaid assets and deposits
20 18 
China bank notes— 
 Other
$131 $167 

The Company receives bank notes from certain customers in China to settle trade accounts receivable. The collection of such bank notes are included in operating cash flows based on the substance of the underlying transactions which are operating in nature. The Company redeemed $158 million and $70 million of China bank notes during the six months ended June 30, 2023 and 2022, respectively. Remaining amounts outstanding at third-party institutions related to sold bank notes will mature by December 31, 2023.
Other non-current assets are comprised of the following components:
June 30,December 31,
(In millions)20232022
Deferred tax assets$42 $42 
Contractually reimbursable engineering costs25 25 
Recoverable taxes11 11 
Pension assets
Derivative financial instruments
 Other
24 20 
$110 $104 
Current and non-current contractually reimbursable engineering costs are related to pre-production design and development costs incurred pursuant to long-term supply arrangements that are contractually guaranteed for reimbursement by customers. The Company expects to receive cash reimbursement payments of $17 million during the remainder of 2023, $28 million in 2024, $10 million in 2025, $1 million in 2026, and $1 million in 2027 and beyond.
v3.23.2
Other Liabilities
6 Months Ended
Jun. 30, 2023
Other Liabilities Disclosure [Abstract]  
Other Liabilities Other Liabilities
Other current liabilities are summarized as follows:
June 30,December 31,
(In millions)20232022
Deferred income
$56 $55 
Product warranty and recall accruals
44 31 
Non-income taxes payable
30 35 
Royalty reserves
15 14 
Dividends payable14 
Joint venture payable
12 39 
Income taxes payable
22 
Restructuring reserves
Other
36 43 
$222 $246 

Other non-current liabilities are summarized as follows:
June 30,December 31,
(In millions)20232022
Product warranty and recall accruals
$25 $20 
Deferred income
12 14 
Income tax reserves
10 
 Restructuring reserves
Derivative financial instruments
Other
20 16 
$73 $64 
v3.23.2
Debt
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Debt Debt
The Company’s debt consists of the following:
June 30,December 31,
(In millions)20232022
Short-Term Debt:
Current Portion of long-term debt$18 $13 
Short-term borrowings— 
$21 $13 
Long-Term Debt:
Term debt facility, net$327 $336 
As of December 31, 2021, the Company's credit agreement ("Credit Agreement") included a $350 million Term Facility maturing March 24, 2024 and a $400 million Revolving Credit Facility.

On July 19, 2022, the Company entered into a new amendment to the Credit Agreement to, among other things, extend the maturity dates of both facilities. The amended Revolving Credit Facility and Term Facility mature on July 19, 2027. The amendment changed the method the Term Loan and Revolving Credit Facility accrue interest from a LIBOR-based rate to a Secured Overnight Financing Rate ("SOFR") based rate.

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

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

As of June 30, 2023, the Company has $3 million in other short-term borrowing, primarily at the Company's subsidiaries. The Company's subsidiaries have access to $130 million of capacity under short-term credit facilities.
Long-Term Debt

The Company has no outstanding borrowings on the Revolving Credit Facility as of June 30, 2023.

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

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

The Revolving Credit Facility also provides $75 million availability for the issuance of letters of credit and a maximum of $20 million for swing line borrowings. Any amount of the facility utilized for letters of credit or swing line loans outstanding will reduce the amount available under the existing Revolving Credit Facility. The Company may request increases in the limits under the Credit Agreement and may request the addition of one or more term loan facilities. Outstanding borrowings may be prepaid without penalty (other than borrowings made for the purpose of reducing the effective interest rate margin or weighted average yield of the loans). There are mandatory prepayments of principle in connection with: (i) excess cash flow sweeps above certain leverage thresholds, (ii) certain asset sales or other dispositions, (iii) certain refinancing of indebtedness and (iv) over-advances under the Revolving Credit Facility. There are no excess cash flow sweeps required at the Company’s current leverage level.
All obligations under the Credit Agreement and obligations with respect to certain cash management services and swap transaction agreements between the Company and its lenders are unconditionally guaranteed by certain of the Company’s subsidiaries. Under the terms of the Credit Agreement, any amounts outstanding are secured by a first-priority perfected lien on substantially all property of the Company and the subsidiaries party to the security agreement, subject to certain limitations.

Other

The Company has a $5 million letter of credit facility, whereby the Company is required to maintain a cash collateral account equal to 103% (110% for non-U.S. dollar denominated letters) of the aggregate stated amount of issued letters of credit and must reimburse any amounts drawn under issued letters of credit. The Company had $2 million of outstanding letters of credit issued under this facility secured by restricted cash, as of June 30, 2023 and December 31, 2022. Additionally, the Company had $2 million and $3 million of locally issued bank guarantees and letters of credit as of June 30, 2023 and December 31, 2022, respectively, to support various tax appeals, customs arrangements and other obligations at its local affiliates.
v3.23.2
Employee Benefit Plans
6 Months Ended
Jun. 30, 2023
Retirement Benefits [Abstract]  
Employee Benefit Plans Employee Benefit Plans
The Company's net periodic benefit costs for all defined benefit plans for the three month periods ended June 30, 2023 and 2022 were as follows:
U.S. PlansNon-U.S. Plans
(In millions)2023202220232022
Costs Recognized in Income:
Pension service (cost):
Service cost
$— $— $(1)$(1)
Pension financing benefits (cost):
Interest cost
$(8)$(5)$(2)$(1)
Expected return on plan assets10 10 
Amortization of losses and other
— — — (1)
Total pension financing benefits:— — 
Net pension benefit (cost)$$$(1)$(1)
The Company's net periodic benefit costs for all defined benefit plans for the six month periods ended June 30, 2023 and 2022 were as follows:
U.S. PlansNon-U.S. Plans
(In millions)2023202220232022
Costs Recognized in Income:
Pension service (cost):
Service cost
$— $— $(1)$(1)
Pension financing benefits (costs):
Interest cost
$(16)$(10)$(4)$(3)
Expected return on plan assets20 20 
Amortization of losses and other
— — (1)
Total pension financing benefits:10 — — 
Net pension benefit (cost)$$10 $(1)$(1)
Pension financing benefits are classified as Other income (expense), net on the Company's condensed consolidated statements of comprehensive income.
During the six months ended June 30, 2023, cash contributions to the Company's defined benefit plans were $3 million related to its non-U.S. plans. The Company estimates that total cash contributions to its non-U.S. defined benefit pension plans during 2023 will be $5 million.
v3.23.2
Income Taxes
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
v3.23.2
Stockholders' Equity and Non-controlling Interests
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Stockholders' Equity and Non-controlling Interests Stockholders’ Equity and Non-controlling Interests
Non-Controlling Interests
The Company's non-controlling interests are as follows:
June 30,December 31,
(In millions)20232022
Shanghai Visteon Automotive Electronics, Co., Ltd.$47 $45 
Yanfeng Visteon Automotive Electronics Co., Ltd.10 37 
Changchun Visteon FAWAY Automotive Electronics, Co., Ltd.
14 15 
Other
$73 $99 
Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated other comprehensive income (loss) (“AOCI”) and reclassifications out of AOCI by component include:
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Changes in AOCI:
Beginning balance
$(197)$(225)$(213)$(229)
Other comprehensive income (loss) before reclassification, net of tax
(19)(41)(4)(37)
Amounts reclassified from AOCI
Ending balance
$(213)$(265)$(213)$(265)
Changes in AOCI by Component:
Foreign currency translation adjustments
  Beginning balance
$(189)$(156)$(210)$(149)
Other comprehensive income (loss) before reclassification, net of tax (a)
(19)(50)(57)
  Ending balance
(208)(206)(208)(206)
Net investment hedge
  Beginning balance
11 10 12 
  Other comprehensive income (loss) before reclassification, net of tax (a)
(2)(3)15 
  Amounts reclassified from AOCI
— — (1)
  Ending balance
18 918 
Benefit plans
  Beginning balance
(26)(80)(25)(81)
  Other comprehensive income (loss) before reclassification, net of tax (b)
— — 
  Amounts reclassified from AOCI— — (1)
  Ending balance
(26)(79)(26)(79)
Unrealized hedging gain (loss)
  Beginning balance
10 (3)
  Other comprehensive income (loss) before reclassification, net of tax (c)
(3)
Amounts reclassified from AOCI— 
  Ending balance
12 12 
Total AOCI
$(213)$(265)$(213)$(265)
(a) There were no income tax effects for either period due to the valuation allowance.
(b) Net tax expense was less than $1 million related to benefit plans for the three and six months ended June 30, 2023 and 2022.
(c) There were no income tax effects related to unrealized hedging gain (loss) for either period due to the valuation allowance.
v3.23.2
Earnings Per Share
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to Visteon by the weighted average number of shares of common stock outstanding. Diluted earnings per share is calculated by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding. Performance based share units are considered contingently issuable shares and are included in the computation of diluted earnings per share based on the number of shares that would be issuable if the reporting date were the end of the contingency period and if the result would be dilutive.

The table below provides details underlying the calculations of basic and diluted earnings per share:
Three Months Ended June 30,Six Months Ended
June 30,
(In millions, except per share amounts)2023202220232022
Numerator:
Net income (loss) attributable to Visteon
$20 $24 $54 $46 
Denominator:
Average common stock outstanding - basic
28.3 28.1 28.3 28.1 
Dilutive effect of performance based share units and other
0.4 0.3 0.4 0.4 
Diluted shares
28.7 28.4 28.7 28.5 
Basic and Diluted Per Share Data:
Basic earnings (loss) per share attributable to Visteon
$0.71 $0.85 $1.91 $1.64 
Diluted earnings (loss) per share attributable to Visteon:
$0.70 $0.85 $1.88 $1.61 
v3.23.2
Fair Value Measurements and Financial Instruments
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Financial Instruments Fair Value Measurements and Financial Instruments
Fair Value Measurements
The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on the observability of the inputs utilized in the valuation. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs.
Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.
Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability.
Level 3 – Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Items Measured at Fair Value on a Recurring Basis
The Company is exposed to various market risks including, but not limited to, changes in foreign currency exchange rates and market interest rates. The Company manages these risks, in part, through the use of derivative financial instruments. The use of derivative financial instruments creates exposure to credit loss in the event of nonperformance by the counterparty to the derivative financial instruments. The Company limits this exposure by entering into agreements including master netting arrangements directly with a variety of major highly rated financial institutions that are expected to fully satisfy their obligations under the contracts. Additionally, the Company’s ability to utilize derivatives to manage risks is dependent on credit and market conditions. The Company presents its derivative positions and any related material collateral under master netting arrangements that provide for the net settlement of contracts, by counterparty, in the event of default or termination. There is no cash collateral on any of these derivatives.
Derivative financial instruments are measured at fair value on a recurring basis under an income approach using industry-standard models that consider various assumptions, including time value, volatility factors, current market and contractual prices for the underlying, and non-performance risk. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument or may derived from observable data. Accordingly, the Company's currency
instruments are classified as Level 2, "Other Observable Inputs" in the fair value hierarchy.

Cross Currency Swaps: The Company has executed cross-currency swap transactions intended to mitigate the variability of the U.S. dollar value of its investment in certain of its non-U.S. entities. These swaps are designated as net investment hedges and the Company has elected to assess hedge effectiveness under the spot method. Accordingly, changes in the fair value of the swaps are recorded as a cumulative translation adjustment in AOCI in the Consolidated Balance Sheet.
During 2022, the Company terminated existing cross currency swaps and received $9 million upon settlement. Subsequently, the Company executed new cross-currency swap transactions. As of June 30, 2023, the Company had cross-currency swaps with aggregate notional amounts of $200 million intended to mitigate the variability of U.S. dollar value investment in certain of its non-U.S. entities. These swaps are designated as net investment hedges. There was no ineffectiveness associated with such derivatives as of June 30, 2023, and the fair value of these derivatives is a non-current liability of $12 million. As of June 30, 2023, a gain of approximately $3 million is expected to be reclassified out of accumulated other comprehensive income into earnings within the next 12 months.

As of December 31, 2022, the fair value of these derivatives is a non-current liability of $8 million.

Interest Rate Swaps: The Company utilizes interest rate swap instruments to manage its exposure and to mitigate the impact of interest rate variability. The swaps are designated as cash flow hedges, accordingly, the effective portion of the changes in fair value is recognized in accumulated other comprehensive income. Subsequently, the accumulated gains and losses recorded in equity are reclassified to income in the period during which the hedged exposure impacts earnings.
During 2022, the Company terminated existing interest rate swaps and received less than $1 million upon settlement. Subsequently, the Company executed new interest rate swap instruments. As of June 30, 2023, the Company had interest rate swaps with aggregate notional amounts of $250 million. The fair value of these derivatives is a non-current asset of $12 million as of June 30, 2023. As of June 30, 2023, a loss of approximately $6 million is expected to be reclassified out of accumulated other comprehensive income into earnings within the next twelve months.

As of December 31, 2022, the fair value of these derivatives is an non-current asset of $10 million.
Financial Statement Presentation
Gains and losses on derivative financial instruments for the three and six months ended June 30, 2023 and 2022 are as follows:
Recorded Income (Loss) into AOCI, net of tax
Reclassified from AOCI into Income (Loss)
Recorded in (Income) Loss
(In millions)202320222023202220232022
Three months ended June 30,
Foreign currency risk - Cost of sales:
Foreign currency derivative $— $— $— $— $— $— 
Interest rate risk - Interest expense, net:
Interest rate swaps(3)— — — 
Net investment hedges
(2)— (1)— — 
$— $$(3)$(1)$— $— 
Six months ended June 30,
Foreign currency risk - Cost of sales:
Foreign currency derivative $— $— $— $— $— $
Interest rate risk - Interest expense, net:
Interest rate swaps
(3)(5)(1)— — 
Net investment hedges
(3)15 — — — 
$(6)$19 $(5)$— $— $
Items Not Carried at Fair Value
The Company's fair value of debt was $337 million and $336 million as of June 30, 2023 and December 31, 2022, respectively. Fair value estimates were based on the current rates offered to the Company for debt of the same remaining maturities. Accordingly, the Company's debt fair value disclosures are classified as Level 2 in the fair value hierarchy.
Concentrations of Credit Risk
Financial instruments including cash equivalents, derivative contracts, and accounts receivable, expose the Company to counterparty credit risk for non-performance. The Company’s counterparties for cash equivalents and derivative contracts are banks and financial institutions that meet the Company’s credit rating requirements. The Company’s counterparties for derivative contracts are substantial investment and commercial banks with significant experience using such derivatives. The Company manages its credit risk pursuant to written policies that specify minimum counterparty credit profile and by limiting the concentration of credit exposure amongst its multiple counterparties.
The Company's credit risk with any single customer does not exceed ten percent of total accounts receivable except for Ford and GM and their affiliates. Ford represents 18% and 16% of the Company's balance as of June 30, 2023 and December 31, 2022, respectively. GM represents 13% and 9% of the Company's balance as of June 30, 2023 and December 31, 2022, respectively.
v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Litigation and Claims
In 2003, the Local Development Finance Authority of the Charter Township of Van Buren, Michigan issued approximately $28 million in bonds finally maturing in 2032, the proceeds of which were used at least in part to assist in the development of the Company’s U.S. headquarters located in the Township. During January 2010, the Company and the Township entered into a settlement agreement (the “Settlement Agreement”) that, among other things, reduced the taxable value of the headquarters property to current market value and also provided that the Company would negotiate in good faith with the Township if the property tax payments were inadequate to permit the Township to meet its payment obligations with respect to the bonds. On
December 9, 2019, the Township commenced litigation against the Company in Michigan’s Wayne County Circuit Court. On June 27, 2023, Visteon and the Township entered into a Settlement and Mutual Release Agreement pursuant to which Visteon, without admitting wrongdoing, will pay the Township $12 million. Payment will be made in two installments on July 3, 2023 and July 1, 2024, classified as current and non-current liabilities, respectively. The litigation commenced in Michigan’s Wayne County Circuit Court and has been dismissed with prejudice.
In November 2013, the Company and Halla Visteon Climate Control Corporation (“HVCC”), jointly filed an Initial Notice of Voluntary Self-Disclosure statement with the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) regarding certain sales of automotive HVAC components by a minority-owned, Chinese joint venture of HVCC into Iran. The Company updated that notice in December 2013, and subsequently filed a voluntary self-disclosure regarding these sales with OFAC in March 2014. In May 2014, the Company voluntarily filed a supplementary self-disclosure identifying additional sales of automotive HVAC components by the Chinese joint venture, as well as similar sales involving an HVCC subsidiary in China, totaling $12 million, and filed a final voluntary-self disclosure with OFAC on October 17, 2014. OFAC is currently reviewing the results of the Company’s investigation. Following that review, OFAC may conclude that the disclosed sales resulted in violations of U.S. economic sanctions laws and warrant the imposition of civil penalties, such as fines, limitations on the Company's ability to export products from the United States, and/or referral for further investigation by the U.S. Department of Justice. Any such fines or restrictions may be material to the Company’s financial results in the period in which they are imposed, but the Company is not able to estimate the possible loss or range of loss in connection with this matter. Additionally, disclosure of this conduct and any fines or other action relating to this conduct could harm the Company’s reputation and have a material adverse effect on its business, operating results and financial condition. The Company cannot predict when OFAC will conclude its own review of voluntary self-disclosures or whether it may impose any of the potential penalties described above.
The Company's operations in Brazil are subject to highly complex labor, tax, customs and other laws. While the Company believes that it is in compliance with such laws, it is periodically engaged in litigation regarding the application of these laws. The Company maintained accruals of $9 million for claims aggregating $55 million in Brazil as of June 30, 2023. The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company's assessment of the claims and prior experience with similar matters.
The adverse impacts of the COVID-19 pandemic led to a significant reduction in vehicle production in the first half of 2020, which was followed by increased consumer demand and vehicle production schedules in the second half of 2020, particularly in the fourth quarter. Because semiconductor suppliers have been unable to rapidly reallocate production to serve the automotive industry, the surge in demand has led to a worldwide semiconductor supply shortage. The Company's semiconductor suppliers, along with most automotive component supply companies that use semiconductors, have been unable to fully meet the vehicle production demands of our customers due to events which are outside the Company's control, including but not limited to, the COVID-19 pandemic, the global semiconductor shortage, a fire at a semiconductor fabrication facility in Japan, significant weather events impacting semiconductor supplier facilities in the southern United States, and other extraordinary events. The Company is working closely with suppliers and customers to attempt to minimize potential adverse impacts of these events. Certain customers have communicated that they expect the Company to absorb some of the financial impact of their reduced production and are reserving their rights to claim damages arising from supply shortages, however, the Company believes it has a number of legal defenses to such claims and intends to defend any such claims vigorously. The Company has also notified semiconductor suppliers that it will seek compensation from them for failure to deliver sufficient quantities. The Company is not able to estimate the possible loss or range of loss in connection with this matter at this time.
While the Company believes its accruals for litigation and claims are adequate, the final amounts required to resolve such matters could differ materially from recorded estimates and the Company's results of operations and cash flows could be materially affected.
Guarantees and Commitments
As part of 2015 divestitures involving the Company's former climate and interiors businesses, the Company continues to provide lease guarantees to divested Climate and Interiors entities. As of June 30, 2023, the Company has $2 million and $2 million of outstanding guarantees, related to the divested Climate and Interiors entities, respectively. The guarantees represent the maximum potential amount that the Company could be required to pay under the guarantees in the event of default by the guaranteed parties. The guarantees will generally cease upon expiration of current lease agreement which expire in 2026 and 2024 for the Climate and Interiors entities, respectively.
Product Warranty and Recall
Amounts accrued for product warranty and recall claims are based on management’s best estimates of the amounts that will ultimately be required to settle such items. The Company’s estimates for product warranty and recall obligations are developed with support from its sales, engineering, quality and legal functions and include due consideration of contractual arrangements, past experience, current claims and related information, production changes, industry and regulatory developments, and various other considerations. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued or beyond what the Company may recover from its suppliers.
The following table provides a rollforward of changes in the product warranty and recall claims liability:
Six Months Ended June 30,
(In millions)20232022
Beginning balance$51 $50 
Provisions25 
Changes in estimates
— 
Currency/other— (3)
Settlements(7)(10)
Ending balance$69 $47 

The Company has recorded $15 million of expense during the second quarter of 2023 related to a recall campaign for certain vehicles involving instrument panel clusters manufactured by the Company. The cause for the instrument panel cluster failures was resolved by the Company in April 2023 and the recall relates to certain parts shipped prior to that time. The amount recorded represents the Company’s best estimate and the ultimate resolution of these matters could have a further negative effect on the Company's financial position, results of operations, and cash flow.

Other Contingent Matters

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

Contingencies are subject to many uncertainties, and the outcome of individual litigated matters is not predictable with assurance. Reserves have been established by the Company for matters discussed in the immediately foregoing paragraphs where losses are deemed probable and reasonably estimable. It is possible, however, that some of the matters discussed in the foregoing paragraphs could be decided unfavorably to the Company and could require the Company to pay damages or make other expenditures in amounts, or a range of amounts, that cannot be estimated as of June 30, 2023 and that are in excess of established reserves. The Company does not reasonably expect, except as otherwise described herein, based on its analysis, that any adverse outcome from such matters would have a material effect on the Company’s financial condition, results of operations or cash flows, although such an outcome is possible.
v3.23.2
Revenue Recognition and Geographical Information
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Segment Information and Revenue Recognition
Financial Information by Geographic Region

Disaggregated net sales by geographical market and product lines is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Geographical Markets
Europe$330 $311 $676 $594 
Americas292 281 568 520 
China Domestic152 109 280 251 
China Export88 46 171 94 
Other Asia-Pacific161 130 338 264 
Eliminations(40)(29)(83)(57)
$983 $848 $1,950 $1,666 
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Product Lines
Instrument clusters$477 $415 $951 $804 
Infotainment126 106 261 216 
Cockpit domain controller138 101 251 183 
Information displays90 121 187 254 
Body and electrification electronics72 40 143 76 
Other80 65 157 133 
$983 $848 $1,950 $1,666 
v3.23.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation - Interim Financial Statements
Basis of Presentation - Interim Financial Statements

The condensed consolidated financial statements of Visteon Corporation and Subsidiaries (the "Company" or "Visteon") have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission ("SEC") have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments, except as otherwise disclosed) that management believes are necessary for a fair presentation of the results of operations, financial position, stockholders' equity, and cash flows of the Company for the interim periods presented. Interim results are not necessarily indicative of full-year results.
Use of Estimates
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 June 30, 2023, as further described in Note 14, "Commitments and Contingencies", will be reflected in management's estimates in future periods.

Segment: The Company’s reportable segment is Electronics. The Electronics segment provides vehicle cockpit electronics products to customers, including digital instrument clusters, domain controllers with integrated advanced driver assistance systems ("ADAS"), displays, Android-based infotainment systems, and battery management systems. As the Company has one reportable segment, net sales, total assets, depreciation, amortization and capital expenditures are equal to consolidated results.
Allowance for Doubtful Accounts Allowance for Doubtful Accounts: The Company establishes an allowance for doubtful accounts for accounts receivable based on the current expected credit loss impairment model (“CECL”). The Company applies a historical loss rate based on historic write-offs by region to aging categories. The historical loss rate is adjusted for current conditions and reasonable and supportable forecasts of future losses, as necessary. The Company may also record a specific 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.
Recently Adopted Accounting Pronouncements
v3.23.2
Non-Consolidated Affiliates (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Summary of Investment in Non-consolidated Affiliates
The Company's investments in non-consolidated equity method affiliates include the following:

June 30,December 31,
(In millions)20232022
Yanfeng Visteon Investment Co., Ltd. ("YFVIC") (50%)
$14 $25 
Limited partnerships14 13 
Other
11 
Total investments in non-consolidated affiliates
$37 $49 
The Company's investments in YFVIC consists of the following:
June 30,December 31,
(In millions)20232022
Payables due to YFVIC
$11 $38 
Exposure to loss in YFVIC:
Investment in YFVIC
$14 $25 
Receivables due from YFVIC
23 48 
    Maximum exposure to loss in YFVIC
$37 $73 
A $5 million dividend was declared by a non-consolidated affiliate during the second quarter 2023, recorded as a current asset.
v3.23.2
Restructuring Activities (Tables)
6 Months Ended
Jun. 30, 2023
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring and Related Costs
The Company’s restructuring reserves and related activity are summarized below.

(In millions)
December 31, 2022$11 
   Change in estimate
   Payments(3)
March 31, 2023$
   Expense
   Change in estimate(1)
   Payments(1)
June 30, 2023$

Impairments

The Company evaluates its long-lived assets for impairment whenever events or circumstances indicate the value of these long-lived asset groups are not recoverable.

During the six months ended June 30, 2022, due to the geopolitical situation in Eastern Europe, the Company elected to close the Russian facility resulting in a non-cash impairment charge of $4 million to fully impair property and equipment and reduce inventory to its net realizable value.
v3.23.2
Inventories (Tables)
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventory Inventories, net consist of the following components:
June 30,December 31,
(In millions)20232022
Raw materials
$257 $291 
Work-in-process
35 26 
Finished products
37 31 
$329 $348 
v3.23.2
Goodwill and Other Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets and Goodwill
Intangible assets, net are comprised of the following:
June 30, 2023December 31, 2022
(In millions)Estimated Weighted Average Useful Life (years)Gross IntangiblesAccumulated AmortizationNet IntangiblesGross IntangiblesAccumulated AmortizationNet Intangibles
Definite-Lived:
Developed technology10$40 $(39)$$40 $(39)$
Customer related1085 (79)88 (77)11 
Capitalized software development550 (19)31 50 (16)34 
Other3217 (11)17 (9)
Subtotal192 (148)44 195 (141)54 
Indefinite-Lived:
Goodwill44 — 44 45 — 45 
Total $236 $(148)$88 $240 $(141)$99 
v3.23.2
Other Assets (Tables)
6 Months Ended
Jun. 30, 2023
Other Assets [Abstract]  
Schedule of Other Current Assets
Other current assets are comprised of the following components:
June 30,December 31,
(In millions)20232022
 Recoverable taxes
$48 $55 
 Contractually reimbursable engineering costs
32 35 
 Joint venture receivables
27 49 
 Prepaid assets and deposits
20 18 
China bank notes— 
 Other
$131 $167 
Schedule of Other Noncurrent Assets
Other non-current assets are comprised of the following components:
June 30,December 31,
(In millions)20232022
Deferred tax assets$42 $42 
Contractually reimbursable engineering costs25 25 
Recoverable taxes11 11 
Pension assets
Derivative financial instruments
 Other
24 20 
$110 $104 
v3.23.2
Other Liabilities (Tables)
6 Months Ended
Jun. 30, 2023
Other Liabilities Disclosure [Abstract]  
Schedule of Other Current Liabilities
Other current liabilities are summarized as follows:
June 30,December 31,
(In millions)20232022
Deferred income
$56 $55 
Product warranty and recall accruals
44 31 
Non-income taxes payable
30 35 
Royalty reserves
15 14 
Dividends payable14 
Joint venture payable
12 39 
Income taxes payable
22 
Restructuring reserves
Other
36 43 
$222 $246 
Schedule of Other Noncurrent Liabilities
Other non-current liabilities are summarized as follows:
June 30,December 31,
(In millions)20232022
Product warranty and recall accruals
$25 $20 
Deferred income
12 14 
Income tax reserves
10 
 Restructuring reserves
Derivative financial instruments
Other
20 16 
$73 $64 
v3.23.2
Debt (Tables)
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Debt
The Company’s debt consists of the following:
June 30,December 31,
(In millions)20232022
Short-Term Debt:
Current Portion of long-term debt$18 $13 
Short-term borrowings— 
$21 $13 
Long-Term Debt:
Term debt facility, net$327 $336 
v3.23.2
Employee Benefit Plans (Tables)
6 Months Ended
Jun. 30, 2023
Retirement Benefits [Abstract]  
Schedule of Retirement Plan expenses
The Company's net periodic benefit costs for all defined benefit plans for the three month periods ended June 30, 2023 and 2022 were as follows:
U.S. PlansNon-U.S. Plans
(In millions)2023202220232022
Costs Recognized in Income:
Pension service (cost):
Service cost
$— $— $(1)$(1)
Pension financing benefits (cost):
Interest cost
$(8)$(5)$(2)$(1)
Expected return on plan assets10 10 
Amortization of losses and other
— — — (1)
Total pension financing benefits:— — 
Net pension benefit (cost)$$$(1)$(1)
v3.23.2
Stockholders' Equity and Non-controlling Interests (Tables)
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Schedule of Non-controlling Interests
The Company's non-controlling interests are as follows:
June 30,December 31,
(In millions)20232022
Shanghai Visteon Automotive Electronics, Co., Ltd.$47 $45 
Yanfeng Visteon Automotive Electronics Co., Ltd.10 37 
Changchun Visteon FAWAY Automotive Electronics, Co., Ltd.
14 15 
Other
$73 $99 
Schedule of Accumulated Other Comprehensive Income (Loss)
Changes in Accumulated other comprehensive income (loss) (“AOCI”) and reclassifications out of AOCI by component include:
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Changes in AOCI:
Beginning balance
$(197)$(225)$(213)$(229)
Other comprehensive income (loss) before reclassification, net of tax
(19)(41)(4)(37)
Amounts reclassified from AOCI
Ending balance
$(213)$(265)$(213)$(265)
Changes in AOCI by Component:
Foreign currency translation adjustments
  Beginning balance
$(189)$(156)$(210)$(149)
Other comprehensive income (loss) before reclassification, net of tax (a)
(19)(50)(57)
  Ending balance
(208)(206)(208)(206)
Net investment hedge
  Beginning balance
11 10 12 
  Other comprehensive income (loss) before reclassification, net of tax (a)
(2)(3)15 
  Amounts reclassified from AOCI
— — (1)
  Ending balance
18 918 
Benefit plans
  Beginning balance
(26)(80)(25)(81)
  Other comprehensive income (loss) before reclassification, net of tax (b)
— — 
  Amounts reclassified from AOCI— — (1)
  Ending balance
(26)(79)(26)(79)
Unrealized hedging gain (loss)
  Beginning balance
10 (3)
  Other comprehensive income (loss) before reclassification, net of tax (c)
(3)
Amounts reclassified from AOCI— 
  Ending balance
12 12 
Total AOCI
$(213)$(265)$(213)$(265)
(a) There were no income tax effects for either period due to the valuation allowance.
(b) Net tax expense was less than $1 million related to benefit plans for the three and six months ended June 30, 2023 and 2022.
(c) There were no income tax effects related to unrealized hedging gain (loss) for either period due to the valuation allowance.
v3.23.2
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The table below provides details underlying the calculations of basic and diluted earnings per share:
Three Months Ended June 30,Six Months Ended
June 30,
(In millions, except per share amounts)2023202220232022
Numerator:
Net income (loss) attributable to Visteon
$20 $24 $54 $46 
Denominator:
Average common stock outstanding - basic
28.3 28.1 28.3 28.1 
Dilutive effect of performance based share units and other
0.4 0.3 0.4 0.4 
Diluted shares
28.7 28.4 28.7 28.5 
Basic and Diluted Per Share Data:
Basic earnings (loss) per share attributable to Visteon
$0.71 $0.85 $1.91 $1.64 
Diluted earnings (loss) per share attributable to Visteon:
$0.70 $0.85 $1.88 $1.61 
v3.23.2
Fair Value Measurements and Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance
Gains and losses on derivative financial instruments for the three and six months ended June 30, 2023 and 2022 are as follows:
Recorded Income (Loss) into AOCI, net of tax
Reclassified from AOCI into Income (Loss)
Recorded in (Income) Loss
(In millions)202320222023202220232022
Three months ended June 30,
Foreign currency risk - Cost of sales:
Foreign currency derivative $— $— $— $— $— $— 
Interest rate risk - Interest expense, net:
Interest rate swaps(3)— — — 
Net investment hedges
(2)— (1)— — 
$— $$(3)$(1)$— $— 
Six months ended June 30,
Foreign currency risk - Cost of sales:
Foreign currency derivative $— $— $— $— $— $
Interest rate risk - Interest expense, net:
Interest rate swaps
(3)(5)(1)— — 
Net investment hedges
(3)15 — — — 
$(6)$19 $(5)$— $— $
v3.23.2
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Product Warranty Liability
The following table provides a rollforward of changes in the product warranty and recall claims liability:
Six Months Ended June 30,
(In millions)20232022
Beginning balance$51 $50 
Provisions25 
Changes in estimates
— 
Currency/other— (3)
Settlements(7)(10)
Ending balance$69 $47 

The Company has recorded $15 million of expense during the second quarter of 2023 related to a recall campaign for certain vehicles involving instrument panel clusters manufactured by the Company. The cause for the instrument panel cluster failures was resolved by the Company in April 2023 and the recall relates to certain parts shipped prior to that time. The amount recorded represents the Company’s best estimate and the ultimate resolution of these matters could have a further negative effect on the Company's financial position, results of operations, and cash flow.
v3.23.2
Revenue Recognition and Geographical Information (Tables)
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas
Disaggregated net sales by geographical market and product lines is as follows:
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Geographical Markets
Europe$330 $311 $676 $594 
Americas292 281 568 520 
China Domestic152 109 280 251 
China Export88 46 171 94 
Other Asia-Pacific161 130 338 264 
Eliminations(40)(29)(83)(57)
$983 $848 $1,950 $1,666 
Schedule of Revenue from External Customers by Products and Services
Three Months Ended June 30,Six Months Ended June 30,
(In millions)2023202220232022
Product Lines
Instrument clusters$477 $415 $951 $804 
Infotainment126 106 261 216 
Cockpit domain controller138 101 251 183 
Information displays90 121 187 254 
Body and electrification electronics72 40 143 76 
Other80 65 157 133 
$983 $848 $1,950 $1,666 
v3.23.2
Summary of Significant Accounting Policies (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]    
Allowance for doubtful accounts $ 7 $ 5
v3.23.2
Non-Consolidated Affiliates - Narrative (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2019
YFVIC    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 50.00%  
Fair Value Measured at Net Asset Value Per Share    
Related Party Transaction [Line Items]    
Investments $ 11 $ 15
v3.23.2
Non-Consolidated Affiliates - Investments in Non-Consolidated Equity Method Affiliates (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Investment in YFVIC $ 37 $ 49
YFVIC    
Related Party Transaction [Line Items]    
Equity method investment, ownership percentage 50.00%  
Yanfeng Visteon Investment Co., Ltd. ("YFVIC")    
Related Party Transaction [Line Items]    
Investment in YFVIC $ 14 25
Other    
Related Party Transaction [Line Items]    
Investment in YFVIC 9 11
Limited Partnerships    
Related Party Transaction [Line Items]    
Investment in YFVIC $ 14 $ 13
v3.23.2
Non-Consolidated Affiliates - Summary of Investments in YFVIC (Details) - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Exposure to loss in YFVIC:    
Investment in YFVIC $ 37 $ 49
Maximum exposure to loss in YFVIC 37 73
Payments to Acquire Interest in Joint Venture 11 38
Receivables due from YFVIC    
Exposure to loss in YFVIC:    
Other Receivable, after Allowance for Credit Loss, Noncurrent 23 48
Yanfeng Visteon Investment Co., Ltd. ("YFVIC")    
Exposure to loss in YFVIC:    
Investment in YFVIC $ 14 $ 25
v3.23.2
Restructuring Activities - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]          
Restructuring reserve, current $ 6 $ 6     $ 6
Restructuring Reserve 9 9   $ 9 $ 11
Asset Impairment Charges   0 $ 4    
Restructuring Charges (2)        
2018 South America Legacy          
Restructuring Cost and Reserve [Line Items]          
Restructuring Reserve 2 2      
2016 Other Restructuring Program          
Restructuring Cost and Reserve [Line Items]          
Restructuring Reserve 1 1      
Russia Restructuring          
Restructuring Cost and Reserve [Line Items]          
Restructuring Reserve 1 1      
Brazil Restructuring          
Restructuring Cost and Reserve [Line Items]          
Restructuring Reserve 1 1      
Eng and Admin Restructuring          
Restructuring Cost and Reserve [Line Items]          
Restructuring Reserve 2 2      
PPE Impairment          
Restructuring Cost and Reserve [Line Items]          
Asset Impairment Charges 4        
2023 Rest Plan          
Restructuring Cost and Reserve [Line Items]          
Restructuring Reserve $ 2 2      
Restructuring Charges   $ (2)      
v3.23.2
Restructuring Activities - Summary of Restructuring Reserves and Related Activities (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2023
Jun. 30, 2022
Restructuring Reserve [Roll Forward]        
Restructuring reserve, beginning balance $ 9 $ 11 $ 11  
Expense 2      
Change in estimate 1 1 2 $ (7)
Payments (1) (3)    
Restructuring reserve, ending balance $ 9 $ 9 $ 9  
v3.23.2
Inventories (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw materials $ 257 $ 291
Work-in-process 35 26
Finished products 37 31
Inventories, net $ 329 $ 348
v3.23.2
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Definite-Lived Intangible Assets [Abstract]    
Gross Intangibles $ 192 $ 195
Accumulated Amortization (148) (141)
Net Intangibles 44 54
Goodwill and indefinite-lived intangible assets [Abstract]    
Goodwill, gross 44 45
Goodwill net 44 45
Total goodwill and intangible assets, gross 236 240
Total goodwill and intangible assets, net $ 88 99
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Estimated Weighted Average Useful Life (years) 10 years  
Definite-Lived Intangible Assets [Abstract]    
Gross Intangibles $ 40 40
Accumulated Amortization (39) (39)
Net Intangibles $ 1 1
Customer related    
Finite-Lived Intangible Assets [Line Items]    
Estimated Weighted Average Useful Life (years) 10 years  
Definite-Lived Intangible Assets [Abstract]    
Gross Intangibles $ 85 88
Accumulated Amortization (79) (77)
Net Intangibles $ 6 11
Capitalized software development    
Finite-Lived Intangible Assets [Line Items]    
Estimated Weighted Average Useful Life (years) 5 years  
Definite-Lived Intangible Assets [Abstract]    
Gross Intangibles $ 50 50
Accumulated Amortization (19) (16)
Net Intangibles $ 31 34
Other    
Finite-Lived Intangible Assets [Line Items]    
Estimated Weighted Average Useful Life (years) 32 years  
Definite-Lived Intangible Assets [Abstract]    
Gross Intangibles $ 17 17
Accumulated Amortization (11) (9)
Net Intangibles $ 6 $ 8
v3.23.2
Other Assets - Current Assets (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Other Assets [Abstract]    
Recoverable taxes $ 48 $ 55
Contractually reimbursable engineering costs 32 35
Joint venture receivables (27) (49)
Prepaid assets and deposits 20 18
China bank notes 0 6
Other 4 4
Other current assets $ 131 $ 167
v3.23.2
Other Assets - Narrative (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Other Assets [Abstract]    
Amount of China bank notes sold $ 158 $ 70
Reimbursement for engineering costs in current year 17  
Reimbursement for engineering costs in following year 28  
Reimbursement for engineering costs expected in year two 10  
Reimbursement for engineering costs expected in year three 1  
Reimbursement for engineering costs expected in year four and beyond $ 1  
v3.23.2
Other Assets - Noncurrent Assets (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Other Assets [Abstract]    
Deferred tax assets $ 42 $ 42
Contractually reimbursable engineering costs 25 25
Recoverable taxes 11 11
Assets for Plan Benefits, Defined Benefit Plan 5 4
Derivative financial instruments 3 2
Other 24 20
Other noncurrent assets $ 110 $ 104
v3.23.2
Other Liabilities - Other Current Liabilities (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]    
Product warranty and recall accruals $ 44 $ 31
Deferred income 56 55
Non-income taxes payable 30 35
Restructuring reserves 6 6
Royalty reserves 15 14
Dividends Payable 14 1
Joint venture payable 12 39
Income taxes payable 9 22
Other 36 43
Total other current liabilities $ 222 $ 246
v3.23.2
Other Liabilities - Other Noncurrent Liabilities (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]    
Product warranty and recall accruals $ 25 $ 20
Deferred income 12 14
Income tax reserves 10 7
Restructuring reserves 3 5
Derivative financial instruments 3 2
Other 20 16
Total other noncurrent liabilities $ 73 $ 64
v3.23.2
Debt - Schedule of Debt (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Short-term borrowings    
Long-term debt    
Current Portion of long-term debt $ 3 $ 0
Long-Term Debt and Lease Obligation, Including Current Maturities 18 13
Term Loan    
Long-term debt    
Term debt facility, net $ 327 $ 336
v3.23.2
Debt - Narrative (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]      
Maximum borrowing capacity, revolving credit facility $ 75    
Maximum borrowing capacity, swing line advances 20    
Amended LOC agreement facility capacity $ 5    
Required collateral equal to the aggregate stated amount of the LOCs (percent) 103.00%    
LOC collateral percentage for draws in non-U.S. currencies (percent) 110.00%    
Restricted cash $ 4 $ 3  
Restricted cash 4 3  
Revolving Credit Facility      
Debt Instrument [Line Items]      
Face amount     $ 400
Restricted cash - Letter of credit related      
Debt Instrument [Line Items]      
Restricted cash 2    
Restricted cash 2    
Short-term borrowings      
Debt Instrument [Line Items]      
Current Portion of long-term debt $ 3 $ 0  
Maximum      
Debt Instrument [Line Items]      
Financial maintenance covenant 3.50    
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum      
Debt Instrument [Line Items]      
Basis spread on variable rate (percent) 1.00%    
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum      
Debt Instrument [Line Items]      
Basis spread on variable rate (percent) 1.75%    
Term Loan      
Debt Instrument [Line Items]      
Face amount     $ 350
LOC Facility issued by local affiliates      
Debt Instrument [Line Items]      
Amount secured by cash collateral $ 2    
Affiliated Entity      
Debt Instrument [Line Items]      
Working capital facility availability $ 130    
v3.23.2
Employee Benefit Plans - Benefit Expenses (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Foreign Plan        
Pension service (cost):        
Service cost $ (1) $ (1) $ (1) $ (1)
Pension financing benefits (cost):        
Interest cost (2) (1) (4) (3)
Expected return on plan assets 2 2 4 4
Amortization of losses and other   (1)   (1)
Net pension benefit (cost) (1) (1) (1) (1)
U.S. Plans        
Pension service (cost):        
Service cost 0 0 0 0
Pension financing benefits (cost):        
Interest cost (8) (5) (16) (10)
Expected return on plan assets 10 10 20 20
Amortization of losses and other     1  
Total pension financing benefits: 2 5 5 10
Net pension benefit (cost) $ 2 $ 5 $ 5 $ 10
v3.23.2
Employee Benefit Plans - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Other income (expense), net $ (10) $ 5 $ (7) $ 10
Expected future employer contributions in remaining year 5   5  
Foreign Plan        
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Cash contributions by employer     3  
Service cost (1) (1) (1) (1)
Interest cost (2) (1) (4) (3)
Expected return on plan assets 2 2 4 4
Amortization of losses and other   (1)   (1)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) (1) (1) (1) (1)
U.S. Plans        
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]        
Service cost 0 0 0 0
Interest cost (8) (5) (16) (10)
Expected return on plan assets 10 10 20 20
Amortization of losses and other     1  
Total pension financing benefits: 2 5 5 10
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) $ 2 $ 5 $ 5 $ 10
v3.23.2
Income Taxes - Income Tax Provision Narrative (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Tax Examination [Line Items]        
Provision for income taxes $ 13,000,000 $ 7,000,000 $ 27,000,000 $ 15,000,000
Pretax losses from continuing operations (36,000,000) $ (30,000,000) (88,000,000) (61,000,000)
Liability for uncertainty in income taxes, noncurrent 10,000,000   10,000,000  
Liability for uncertainty in income taxes, noncurrent 10,000,000   10,000,000  
Domestic Country And Foreign Country Witholding Taxes        
Income Tax Examination [Line Items]        
Liability for uncertainty in income taxes, noncurrent 5,000,000   5,000,000  
Liability for uncertainty in income taxes, noncurrent $ 5,000,000   5,000,000  
Jurisdictions where valuation allowances are maintained        
Income Tax Examination [Line Items]        
Pretax losses from continuing operations     $ (20,000,000) $ (13,000,000)
v3.23.2
Income Taxes - Unrecognized Tax Benefits Narrative (Details)
$ in Millions
Jun. 30, 2023
USD ($)
Worldwide  
Income Tax Contingency [Line Items]  
Tax audit appeals and refund claims receivable $ 7
v3.23.2
Stockholders' Equity and Non-controlling Interests - Schedule of Non-controlling Interests (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 31, 2022
Noncontrolling Interest [Line Items]    
Non-controlling interests $ 73 $ 99
Shanghai Visteon Automotive Electronics, Co., Ltd.    
Noncontrolling Interest [Line Items]    
Non-controlling interests 47 45
Yanfeng Visteon Automotive Electronics Co., Ltd.    
Noncontrolling Interest [Line Items]    
Non-controlling interests 10 37
Changchun Visteon FAWAY Automotive Electronics, Co., Ltd.    
Noncontrolling Interest [Line Items]    
Non-controlling interests 14 15
Other    
Noncontrolling Interest [Line Items]    
Non-controlling interests $ 2 $ 2
v3.23.2
Stockholders' Equity and Non-controlling Interests - AOCI (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Accumulated other comprehensive income (loss), beginning balance     $ 675  
Other comprehensive income (loss) before reclassification, net of tax $ (19) $ (41) (4) $ (37)
Amounts reclassified from AOCI 3 1 4 1
Accumulated other comprehensive income (loss), ending balance 705   705  
Income tax expense (benefit) 1 1 1 1
Accumulated Other Comprehensive Income (Loss)        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Accumulated other comprehensive income (loss), beginning balance (197) (225) (213) (229)
Accumulated other comprehensive income (loss), ending balance (213) (265) (213) (265)
Accumulated Translation Adjustment        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Accumulated other comprehensive income (loss), beginning balance (189) (156) (210) (149)
Other comprehensive income (loss) before reclassification, net of tax (19) (50) 2 (57)
Accumulated other comprehensive income (loss), ending balance (208) (206) (208) (206)
Accumulated Translation Adjustment | Cross Currency Interest Rate Contract        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Accumulated other comprehensive income (loss), beginning balance 11 10 12 4
Other comprehensive income (loss) before reclassification, net of tax (2) 7 (3) 15
Amounts reclassified from AOCI 0 1 0 (1)
Accumulated other comprehensive income (loss), ending balance 9 18 9 18
Accumulated Defined Benefit Plans Adjustment        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Accumulated other comprehensive income (loss), beginning balance (26) (80) (25) (81)
Other comprehensive income (loss) before reclassification, net of tax 0 1 0 1
Amounts reclassified from AOCI 0 0 (1) 1
Accumulated other comprehensive income (loss), ending balance (26) (79) (26) (79)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Accumulated other comprehensive income (loss), beginning balance 7 1 10 (3)
Other comprehensive income (loss) before reclassification, net of tax 2 1 (3) 4
Amounts reclassified from AOCI 3 0 5 1
Accumulated other comprehensive income (loss), ending balance $ 12 $ 2 $ 12 $ 2
v3.23.2
Stockholders' Equity and Non-controlling Interests - Stock Repurchase Program (Details)
shares in Millions
6 Months Ended
Jun. 30, 2023
USD ($)
shares
Equity, Class of Treasury Stock [Line Items]  
Stock Repurchase Program, Authorized Amount $ 300,000,000
Stock repurchased during period (in shares) | shares 211,779
Treasury Stock, Value, Acquired, Cost Method $ 141,660,000
v3.23.2
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Numerator:        
Net income (loss) attributable to Visteon $ 20 $ 24   $ 46
Denominator:        
Average common stock outstanding - basic (in shares) 28.3 28.1 28.3 28.1
Dilutive effect of performance based share units and other (in shares) 0.4 0.3 0.4 0.4
Diluted shares (in shares) 28.7 28.4 28.7 28.5
Basic earnings (loss) per share        
Basic earnings (loss) per share attributable to Visteon Corporation (in dollars per share) $ 0.71 $ 0.85 $ 1.91 $ 1.64
Diluted earnings (loss) per share attributable to Visteon:        
Diluted earnings (loss) per share attributable to Visteon Corporation (in dollars per share) $ 0.70 $ 0.85 $ 1.88 $ 1.61
v3.23.2
Fair Value Measurements and Financial Instruments - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Mar. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Derivative [Line Items]      
Debt instrument   $ 337 $ 336
Designated as Hedging Instrument | Liability | Currency Swap      
Derivative [Line Items]      
Derivative Asset   12 $ 8
Derivative liability   200  
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap      
Derivative [Line Items]      
Derivative instruments, gain (loss) reclassification from accumulated OCI to income, estimated amount to be transferred   (6)  
Derivative Asset   12  
Derivative liability   $ 250  
Credit Concentration Risk | Accounts Receivable | Ford And Affiliates      
Derivative [Line Items]      
Concentration risk, percentage 16.00% 18.00%  
Credit Concentration Risk | Accounts Receivable | GM      
Derivative [Line Items]      
Concentration risk, percentage 9.00% 13.00%  
v3.23.2
Fair Value Measurements and Financial Instruments - Financial Statement Presentation (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Foreign Exchange Contract        
Derivative Instruments, Gain (Loss) [Line Items]        
Recorded Income (Loss) into AOCI, net of tax   $ 8 $ (6) $ 19
Reclassified from AOCI into Income (Loss) $ (3) (1) (5)  
Recorded in (Income) Loss       3
Designated as Hedging Instrument | Foreign Exchange Contract | Cash Flow Hedging        
Derivative Instruments, Gain (Loss) [Line Items]        
Recorded in (Income) Loss 0 0 0 3
Designated as Hedging Instrument | Foreign Exchange Contract | Net Investment Hedging        
Derivative Instruments, Gain (Loss) [Line Items]        
Recorded Income (Loss) into AOCI, net of tax (2) 7 (3) 15
Reclassified from AOCI into Income (Loss)   (1)   1
Recorded in (Income) Loss 0 0 0 0
Designated as Hedging Instrument | Interest Rate Swap | Cash Flow Hedging        
Derivative Instruments, Gain (Loss) [Line Items]        
Recorded Income (Loss) into AOCI, net of tax 2 1 (3) 4
Reclassified from AOCI into Income (Loss) (3) 0 (5) (1)
Recorded in (Income) Loss $ 0 $ 0 $ 0 $ 0
v3.23.2
Commitments and Contingencies (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 6 Months Ended
May 31, 2014
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Loss Contingencies [Line Items]            
Net sales $ 12 $ 983 $ 848 $ 1,950 $ 1,666  
Maximum exposure to loss in YFVIC   37   37   $ 73
Climate Transaction            
Loss Contingencies [Line Items]            
Guarantee for divested entities lease payments   2   2    
Interiors Divestiture            
Loss Contingencies [Line Items]            
Guarantee for divested entities lease payments   2   2    
BRAZIL | Pending Litigation            
Loss Contingencies [Line Items]            
Loss contingency accrual   9   9    
Maximum exposure to loss in YFVIC   $ 55   $ 55    
v3.23.2
Commitments and Contingencies - Reconciliation of Changes (Details) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]    
Product warranty accrual, beginning balance $ 51 $ 50
Provisions 25 7
Changes in estimates   3
Currency/other 0 (3)
Settlements (7) (10)
Product warranty accrual, ending balance $ 69 $ 47
v3.23.2
Revenue Recognition and Geographical Information - Sales and Assets by Geographic Region (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 6 Months Ended
May 31, 2014
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Segment Reporting Information [Line Items]          
Net sales $ 12 $ 983 $ 848 $ 1,950 $ 1,666
Europe          
Segment Reporting Information [Line Items]          
Net sales   330 311 676 594
Americas          
Segment Reporting Information [Line Items]          
Net sales   292 281 568 520
China Domestic          
Segment Reporting Information [Line Items]          
Net sales   152 109 280 251
China Export          
Segment Reporting Information [Line Items]          
Net sales   88 46 171 94
Other Asia-Pacific          
Segment Reporting Information [Line Items]          
Net sales   161 130 338 264
Eliminations          
Segment Reporting Information [Line Items]          
Net sales   $ (40) $ (29) $ (83) $ (57)
v3.23.2
Revenue Recognition and Geographical Information - Revenue from External Customers by Products and Services (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 6 Months Ended
May 31, 2014
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Segment Reporting Information [Line Items]          
Net sales $ 12 $ 983 $ 848 $ 1,950 $ 1,666
Instrument clusters          
Segment Reporting Information [Line Items]          
Net sales   477 415 951 804
Infotainment          
Segment Reporting Information [Line Items]          
Net sales   126 106 261 216
Information displays          
Segment Reporting Information [Line Items]          
Net sales   90 121 187 254
Other          
Segment Reporting Information [Line Items]          
Net sales   80 65 157 133
Cockpit domain controller          
Segment Reporting Information [Line Items]          
Net sales   138 101 251 183
Body and electrification          
Segment Reporting Information [Line Items]          
Net sales   $ 72 $ 40 $ 143 $ 76

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