THRM 10-K Annual Report Dec. 31, 2017 | Alphaminr
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THRM 10-K Fiscal year ended Dec. 31, 2017

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GENTHERM INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Stock, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesNote 1 The CompanyNote 1 The Company (continued)Note 2 Summary Of Significant Accounting Policies and Basis Of PresentationNote 2 Summary Of Significant Accounting Policies and Basis Of Presentation (continued)Note 2 Summary Of SignificNote 3 Details Of Certain Financial Statement ComponentsNote 3 Details Of Certain Financial Statement CompoNote 4 Etratech AcquisitionNote 4 Etratech Acquisition (continued)Note 5 Income TaxesNote 5 Income Taxes (continued)Note 6 DebtNote 6 Debt (continued)Note 7 Accounting For Stock Based CompensationNote 7 Accounting For Stock Based Compensation (continued)Note 8 Earnings Per ShareNote 9 Commitments and ContingenciesNote 10 Shareholder Rights PlanNote 11 Segment ReportingNote 11 Segment Reporting (continued)Note 12 Pension and Other Post Retirement Benefit PlansNote 12 Pension and Other Post Retirement Benefit Plans (continued)Note 13 Fair Value MeasurementNote 14 Derivative Financial InstrumentsNote 14 Derivative Financial Instruments (continued)Note 15 New Accounting PronouncementsNote 15 New Accounting Pronouncements (continued)Note 16 Reclassifications Out Of Accumulated Other Comprehensive Income (loss)Note 16 Reclassifications Out Of Accumulated Other Comprehensive Income (loss) (continued)Note 17 Cincinnati Sub-zero AcquisitionNote 17 Cincinnati Sub-zero Acquisition (continued)Note 17 Cincinnati Sub-zero

Exhibits

2.1** Membership Interest Purchase Agreement dated April 1, 2016 by and among the Company, Cincinnati Sub-Zero Products, LLC, CSZ Holdings, Inc., The Leonard Berke Q-Tip Trust, The Leonard Berke Exempt Q-Tip Trust, The Leonard Berke Credit Shelter Trust, Cincinnati Sub-Zero Trust F/B/O Steven Berke DTD 5/20/1999 and Steven J. Berke 8-K 2.1 4/4/16 2.2** Real Estate Purchase Agreement 8-K 2.2 4/4/16 2.3** Share and Asset Purchase Agreement, dated as of November 1, 2017, by and among Gentherm Incorporated, certain of its subsidiaries, Etratech Inc., Etratech Enterprises Inc., and certain subsidiaries and all of the shareholders of Etratech Enterprises Inc. 8-K 2.1 11/1/17 3.1 Restated Articles of Incorporation of Gentherm Incorporated (the Company) 8-K 3.1 5/28/15 3.2 Amended and Restated Bylaws of the Company 8-K 3.1 5/26/16 4.1 Rights Agreement dated January 26, 2009 by and between the Company and Computershare Trust Company, N.A., as Rights Agent 8-K 4.1 1/27/09 4.2 Amendment to Rights Agreement, dated as of March 30, 2011, by and between the Company and Computershare Trust Company, N.A., as Rights Agent 8-K 4.2 3/31/11 10.1* Summary of Non-Employee Director Compensation 10.2.1* 2006 Equity Incentive Plan Schedule 14A A 4/24/06 10.2.2* First Amendment to 2006 Equity Incentive Plan 10-K 12/31/06 10.3.2 2/20/07 10.2.3* Second Amendment to 2006 Equity Incentive Plan 8-K 10.1 3/20/07 10.2.4* Third Amendment to 2006 Equity Incentive Plan Schedule 14A B 4/20/09 10.2.5* Fourth Amendment to 2006 Equity Incentive Plan 8-K 10.8 3/31/11 10.2.6* Fifth Amendment to 2006 Equity Incentive Plan 10-K 12/31/11 10.3.6 3/15/12 10.2.7* Sixth Amendment to 2006 Equity Incentive Plan 8-K 10.2 5/20/13 10.3.1* 2011 Equity Incentive Plan Schedule 14A A 5/20/11 10.3.2* First Amendment to 2011 Equity Incentive Plan 10-K 12/31/11 10.3.8 3/15/12 10.3.3* Second Amendment to 2011 Equity Incentive Plan 8-K 10.3 5/11/12 10.3.4* Third Amendment to 2011 Equity Incentive Plan 8-K 10.3 5/20/13 10.4.1* 2013 Equity Incentive Plan Schedule 14A A 4/22/13 10.4.2* Amendment to the Gentherm Incorporated 2013 Equity Incentive Plan 8-K 10.2 5/19/17 10.4.3* Form of Stock Option Award Agreement under the 2013 Equity Incentive Plan 8-K 10.1 6/27/13 10.4.4* Form of Stock Appreciation Right Award Agreement under the 2013 Equity Incentive Plan 8-K 10.2 6/27/13 10.4.5* Form of Restricted Stock Award Agreement under the 2013 Equity Incentive Plan 8-K 10.3 6/27/13 10.5.1* The Executive Nonqualified Defined Benefit Plan of Gentherm Incorporated effective as of April 1, 2008 10-Q 6/30/08 10.18 8/11/08 10.5.2* Amendment To The Executive Nonqualified Benefit Plan Adoption Agreement 8-K 10.1 5/19/17 10.6.1 Credit Agreement, dated as of August 7, 2014, by and among the Company, Gentherm GmbH, Gentherm (Texas), Inc., Gentherm Canada Ltd., Global Thermoelectric Inc., the lenders party thereto and Bank of America, N.A., as administrative agent 8-K 10.1 8/7/14 10.6.2 First Amendment to Credit Agreement, dated as of April 15, 2015, by and among Gentherm Incorporated, Gentherm GmbH, Gentherm (Texas), Inc., Gentherm Canada Ltd., Global Thermoelectric Inc., Gentherm Properties II, LLC, the lenders party thereto, and Bank of America, N.A., as administrative agent. 8-K 10.1 4/16/15 10.6.3 Second Amendment to Credit Agreement, dated March 17, 2016,by and among Gentherm Incorporated, Gentherm GmbH, Gentherm (Texas), Inc., Gentherm GmbH, Gentherm Global Power Technologies Inc., Gentherm Canada ULC, Gentherm Licensing, LP, Gentherm Enterprises GmbH, Gentherm Licensing GmbH, Gentherm Enterprises, Gentherm Properties III, LLC,the lenders party thereto, and Bank of America, N.A., as administrative agent. 8-K 10.1 3/18/16 10.6.4 Designated Borrower Request and Assumption Agreement 8-K 10.1 4/4/16 10.6.5 Third Amendment to Credit Agreement, dated December 15, 2016,by and among Gentherm Incorporated, Gentherm GmbH, Gentherm (Texas), Inc., Gentherm Licensing, LP, Gentherm GmbH, Gentherm Enterprises GmbH, Gentherm Licensing GmbH, Gentherm Global Power Technologies, Inc., Gentherm Canada ULC,the lenders party thereto, and Bank of America, N.A., as administrative agent. 8-K 10.1 12/16/16 10.6.6 Pledge and Security Agreement, dated as of August 7, 2014, by and among the Company, Gentherm (Texas), Inc., Westridge Haggerty LLC and Bank of America, N.A. 8-K 10.2 8/7/14 10.7* Amended and Restated Gentherm Incorporated Performance Bonus Plan dated as of February 12, 2018 8-K 10.1 2/14/18 10.8.1* Executive Relocation and Employment Agreement, dated August 1, 2015, by and between Gentherm Incorporated and Frithjof Oldorff 8-K 10.1 8/3/15 10.8.2* Extension of Executive Relocation and Employment Agreement dated as of October 3, 2017 10-Q 9/30/17 10.2.2 10/30/17 10.9* Retirement Agreement between Gentherm Incorporated and Daniel R. Coker, dated as of June 28, 2017 8-K 10.1 6/28/17 10.10* Employment Contract between Gentherm Incorporated and Phillip Eyler, dated as of September 18, 2017 8-K 10.1 10/3/17 21 List of Subsidiaries (Direct and Indirect) of the Company 23.1 Consent of Grant Thornton LLP 24 Power of Attorney 31.1 Section 302 Certification - CEO 31.2 Section 302 Certification CFO 32.1 Section 906 Certification CEO