VISTEON CORP
For the period ended Dec 31, 2023. Filed Feb 20, 2024.
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FY2023 · Filed Feb 20, 2024
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Item 16. Form 10-K Summary
None.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
| (In millions) | Balance atBeginningof Period | (Benefits)/Charges toIncome | Deductions(a) | Other( b) | Balanceat Endof Period |
|---|---|---|---|---|---|
| Year Ended December 31, 2023: | |||||
| Allowance for doubtful accounts | $5 | $2 | $— | $— | $7 |
| Valuation allowance for deferred taxes | 1,120 | (377) | — | 11 | 754 |
| Year Ended December 31, 2022: | |||||
| Allowance for doubtful accounts | $4 | $1 | $— | $— | $5 |
| Valuation allowance for deferred taxes | 1,207 | (61) | — | (26) | 1,120 |
| Year Ended December 31, 2021: | |||||
| Allowance for doubtful accounts | $4 | $— | $— | $— | $4 |
| Valuation allowance for deferred taxes | 1,263 | (10) | — | (46) | 1,207 |
(a)Deductions represent uncollectible accounts charged off.
(b)Deferred taxes valuation allowance - represents adjustments recorded through other comprehensive income, exchange, expiration of tax attribute carryforwards, and various tax return true-up adjustments, all of which impact deferred taxes and the related valuation allowances. In 2023, the $11 million other increase in the valuation allowance for deferred taxes is comprised of $13 million related to exchange, offset by a decrease of $2 million primarily related to other comprehensive income. In 2022, the $26 million other decrease in the valuation allowance for deferred taxes is comprised of $15 million related to exchange and $11 million primarily related to other comprehensive income. In 2021, the $46 million other decrease in the valuation allowance for deferred taxes is comprised of $28 million related to exchange and $18 million primarily related to other comprehensive income.
Exhibit Index
| Exhibit No. | Description |
| 3.1 | Third Amended and Restated Certificate of Incorporation of Visteon Corporation (incorporated by reference to Appendix D to the Definitive Proxy Statement on Schedule 14A of Visteon Corporation filed on April 30, 2021). |
| 3.2 | Amended and Restated Bylaws of Visteon Corporation, as amended through June 9, 2016 (incorporated by reference to Exhibit 3.2.a to the Current Report on Form 8-K of Visteon Corporation filed on June 10, 2016). |
| 4.1 | Form of Common Stock Certificate of Visteon Corporation (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Visteon Corporation filed on October 1, 2010 (File No. 001-15827)). |
| 4.2 | Description of Visteon Corporation Securities Registered Under Section 12 of the Exchange Act of 1934 (incorporated by reference to the Annual Report on Form 10-K of Visteon Corporation filed on February 17, 2022). |
| 10.1 | Amended and Restated Employment Agreement, dated October 22,2020, between Visteon Corporation and Sachin Lawande (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on October 26, 2020).* |
| 10.2 | Credit Agreement, dated as of April 9, 2014, among Visteon Corporation, each lender from time to time party thereto, each L/C Issuer from time to time party thereto and Citibank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on April 14, 2014). |
| 10.2.1 | Amendment No. 1, dated as of March 25, 2015, to Credit Agreement, dated as of April 9, 2014, by and among Visteon Corporation, each lender from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on March 27, 2015). |
| 10.2.2 | Amendment No. 2 to Credit Agreement, dated as of March 24, 2017, by and among Visteon Corporation, the guarantors party thereto, each lender party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on March 27, 2017). |
| 10.2.3 | Amendment No. 3 to Credit Agreement, dated as of November 14, 2017, by and among Visteon Corporation, the guarantors party thereto, each lender party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on November 17, 2017). |
| 10.2.4 | Amendment No. 4 to Credit Agreement, dated as of May 30, 2018, by and among Visteon Corporation, the guarantors party thereto, each lender party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on June 1, 2018). |
| 10.2.5 | Amendment No. 5 to Credit Agreement, dated as of December 19, 2019, by and among Visteon Corporation, the guarantors party thereto, each lender party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on December 20, 2019). |
| 10.2.6 | Amendment No. 6 to Credit Agreement, dated as of July 19, 2022, by and among Visteon Corporation, the guarantors party thereto, each lender party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on July 22, 2022). |
| 10.3 | Visteon Corporation 2020 Incentive Plan, (incorporated by reference to Appendix C to the Definitive Proxy Statement on Schedule 14A of Visteon Corporation filed on April 23, 2020).* |
| 10.3.1 | Form of Performance Stock Unit Grant Agreement (2023) under the Visteon Corporation 2020 Incentive Plan.* |
| 10.3.2 | Form of Restricted Stock Unit Grant Agreement (2023) under the Visteon Corporation 2020 Incentive Plan.* |
| 10.4 | Form of Non-Employee Director Restricted Stock Unit Grant Agreement under the Visteon Corporation 2020 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K of Visteon Corporation filed on February 18, 2021)*. |
| Exhibit No. | Description |
| 10.5 | Visteon Corporation Amended and Restated Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 of Visteon Corporation filed on October 22, 2010 (File No. 333-107104)).* |
| 10.6 | Visteon Corporation 2010 Supplemental Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Visteon Corporation filed on November 3, 2011 (File No. 001-15827)).* |
| 10.6.1 | Amendment, dated as of September 13, 2012, to the Visteon Corporation 2010 Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on September 18, 2012).* |
| 10.6.2 | Amendment, dated as of February 3, 2017, to the Visteon Corporation 2010 Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Visteon Corporation filed on April 27, 2017 (File No. 001-15827)).* |
| 10.6.3 | Amendment, dated as of October 18, 2023, to the Visteon Corporation 2010 Supplemental Executive Retirement Plan.* |
| 10.7 | Visteon Corporation 2011 Savings Parity Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Visteon Corporation filed on November 3, 2011 (File No. 001-15827)).* |
| 10.7.1 | Amendment, dated as of September 13, 2012, to the Visteon Corporation 2011 Savings Parity Plan, as amended through September 13, 2012 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Visteon Corporation filed on September 18, 2012).* |
| 10.8 | Visteon Executive Severance Plan, as amended and restated effective January 1, 2021 (incorporated by reference to the Annual Report on Form 10-K of Visteon Corporation filed on February 17, 2022).* |
| 10.9 | Form of Change in Control Agreement between Visteon Corporation and executive officers of Visteon Corporation (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Visteon Corporation filed on October 31, 2012).* |
| 10.9.1 | Schedule identifying substantially identical agreements to Officer Change in Control Agreement constituting Exhibit 10.9 hereto entered into by Visteon Corporation with Ms. Trecker and Messrs. Pynnonen, Ribeiro, Rouquet, Sharif and Vallance.* |
| 14.1 | Visteon Corporation - Ethics and Integrity Policy (code of business conduct and ethics) (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K of Visteon Corporation filed on February 22, 2018). |
| 21.1 | Subsidiaries of Visteon Corporation. |
| 23.1 | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. |
| 23.2 | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. |
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer dated February 20, 2024. |
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer dated February 20, 2024. |
| 32.1 | Section 1350 Certification of Chief Executive Officer dated February 20, 2024. |
| 32.2 | Section 1350 Certification of Chief Financial Officer dated February 20, 2024. |
| 97 | Visteon Corporation Amended and Restated Compensation Recovery Policy |
| 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 Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| VISTEON CORPORATION | |
| By: | /s/ COLLEEN E. MYERS |
| Colleen E. Myers | |
| Vice President and Chief Accounting Officer |
Date: February 20, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and the dates indicated.
| Signature | Title |
|---|---|
| /s/ SACHIN LAWANDE | Director, President and Chief Executive Officer |
| Sachin Lawande | (Principal Executive Officer) |
| /s/ JEROME J. ROUQUET | Senior Vice President and Chief Financial Officer |
| Jerome J. Rouquet | (Principal Financial Officer) |
| /s/ COLLEEN E. MYERS | Vice President and Chief Accounting Officer |
| Colleen E. Myers | (Principal Accounting Officer) |
| /s/ JAMES J. BARRESE* | Director |
| James J. Barrese | |
| /s/ NAOMI M. BERGMAN* | Director |
| Naomi M. Bergman | |
| /s/ JEFFREY D. JONES* | Director |
| Jeffrey D. Jones | |
| /s/ BUNSEI KURE* | Director |
| Bunsei Kure | |
| /s/ JOANNE M. MAGUIRE* | Director |
| Joanne M. Maguire | |
| /s/ ROBERT J. MANZO* | Director |
| Robert J. Manzo | |
| /s/ FRANCIS M. SCRICCO* | Director |
| Francis M. Scricco | |
| /s/ DAVID L. TREADWELL* | Director |
| David L. Treadwell | |
| *By: | /s/ BRETT PYNNONEN |
| Brett Pynnonen | |
| Attorney-in-Fact | |
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