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

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VISTEON CORP
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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 DisclosuresItem 4A. Executive Officers and Key EmployeesPart IIItem 5. Market For Registrant S Common Equity, 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 DataNote 1. Description Of BusinessNote 2. Summary Of Significant Accounting PoliciesNote 3. Business AcquisitionsNote 4. DivestituresNote 5. Discontinued OperationsNote 6. Non-consolidated AffiliatesNote 7 . Restructuring ActivitiesNote 8. InventoriesNote 9. Other AssetsNote 10. Property and EquipmentNote 11. Intangible AssetsNote 12. Other LiabilitiesNote 13. DebtNote 14. Employee Benefit PlansNote 15. Stock-based CompensationNote 16. Income TaxesNote 17. Stockholders Equity and Non-controlling InterestsNote 18. Earnings (loss) Per ShareNote 19. Fair Value MeasurementsNote 20. Financial InstrumentsNote 21. Commitments and ContingenciesNote 22. Segment InformationNote 23. Summary Quarterly Financial Data (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPart 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 Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Fifth Amended Joint Plan of Reorganization, filed August31, 2010 (incorporated by reference to Exhibit2.1 to the Current Report on Form8-K of Visteon Corporation filed on September7, 2010 (FileNo.001-15827)). 2.2 Fourth Amended Disclosure Statement, filed June30, 2010 (incorporated by reference to Exhibit2.2 to the Current Report on Form8-K of Visteon Corporation filed on September7, 2010 (FileNo.001-15827)). 2.3 Master Purchase Agreement, dated as of May 1, 2014, by and among Visteon Corporation, VIHI, LLC and Promontoria Holding 103 B.V. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Visteon Corporation filed on May 7, 2014). *** 2.4 Share Purchase Agreement, dated as of December 17, 2014, by and among Visteon Corporation, VIHI, LLC, Hahn & Co. Auto Holdings Co., Ltd and Hankook Tire Co., Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Visteon Corporation filed on December 22, 2014).*** 3.1 Second Amended and Restated Certificate of Incorporation of Visteon Corporation (incorporated by reference to Exhibit3.1 to the Registration Statement on Form8-A of Visteon Corporation filed on September30, 2010 (File No.000-54138)). 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 Warrant Agreement, dated as of October1, 2010, by and between Visteon Corporation and Mellon Investor Services LLC (incorporated by reference to Exhibit10.2 to the Registration Statement on Form8-A of Visteon Corporation filed on September30, 2010 (File No.000-54138)). 4.2 Form of Common Stock Certificate of Visteon Corporation (incorporated by reference to Exhibit4.4 to the Current Report on Form8-K of Visteon Corporation filed on October 1, 2010 (File No.001-15827)). 10.1 Amended and Restated Employment Agreement, dated February 12, 2018, 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 February 14, 2018).* 10.2 Purchase Agreement, dated as of January 12, 2014, by and between Johnson Controls, Inc. and Visteon Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on January 15, 2014). 10.3 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). 10.3.1 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). 10.3.2 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). 10.3.3 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). 10.4.1 Form of Terms and Conditions of Nonqualified Stock Options (2015) under the Visteon Corporation 2010 Incentive Plan (incorporated by reference to Exhibit 10.4.3 to the Annual Report on Form 10-K of Visteon Corporation filed on February 25, 2016).* 10.4.2 Form of Performance Stock Unit Grant Agreement (2015) under the Visteon Corporation 2010 Incentive Plan (incorporated by reference to Exhibit 10.4.4 to the Annual Report on Form 10-K of Visteon Corporation filed on February 25, 2016).* 10.4.3 Form of Restricted Stock Unit Grant Agreement (2015) under the Visteon Corporation 2010 Incentive Plan (incorporated by reference to Exhibit 10.4.5 to the Annual Report on Form 10-K of Visteon Corporation filed on February 25, 2016).* 10.4.4 Form of Performance Stock Unit Grant Agreement (2017) under the Visteon Corporation 2010 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Visteon Corporation filed on April 27, 2017 (File No. 001-15827)). 10.4.5 Restricted Stock Unit Grant Agreement for Sachin Lawande under the Visteon Corporation 2010 Incentive Plan (incorporated by reference to Exhibit 10.4.6 to the Annual Report on Form 10-K of Visteon Corporation filed on February 25, 2016).* 10.4.6 Restricted Stock Unit Grant Agreement for Sachin Lawande under the Visteon Corporation 2010 Incentive Plan (incorporated by reference to Exhibit 10.4.7 to the Annual Report on Form 10-K of Visteon Corporation filed on February 25, 2016).* 10.4.7 Performance Stock Unit Grant Agreement for Sachin Lawande under the Visteon Corporation 2010 Incentive Plan (incorporated by reference to Exhibit 10.4.8 to the Annual Report on Form 10-K of Visteon Corporation filed on February 25, 2016).* 10.4.8 Restricted Stock Unit Grant Agreement for Timothy D. Leuliette under the Visteon Corporation 2010 Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Visteon Corporation filed on October 2, 2012).* 10.4.9 Performance Stock Unit Grant Agreement for Timothy D. Leuliette under the Visteon Corporation 2010 Incentive Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Visteon Corporation filed on October 2, 2012).* 10.4.10 Restricted Stock Unit Grant Agreement between Visteon Corporation and Francis M. Scricco, Chairman (incorporated by reference to Exhibit 10.4.13 to the Annual Report on Form 10-K of Visteon Corporation filed on February 25, 2016).* 10.5 Visteon Corporation Amended and Restated Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit10.11 to the Registration Statement on FormS-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 Exhibit10.1 to the Quarterly Report on Form10-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)). 10.7 Visteon Corporation 2011 Savings Parity Plan (incorporated by reference to Exhibit10.2 to the Quarterly Report on Form10-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 2010 Visteon Executive Severance Plan, as amended and restated as of June 7, 2017 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Visteon Corporation filed on July 27, 2017).* 10.9 Visteon Corporation Non-Employee Director Stock Unit Plan (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A of Visteon Corporation filed on April 30, 2013).* 10.10 Employment Agreement by and between Timothy D. Leuliette and Visteon Corporation, dated as of September 30, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on October 2, 2012).* 10.10.1 Amendment to Employment Agreement, dated June 12, 2014, between Visteon Corporation and Timothy D. Leuliette (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on June 16, 2014).* 10.11 Change in Control Agreement by and between Timothy D. Leuliette and Visteon Corporation, dated as of September 30, 2012 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Visteon Corporation filed on October 2, 2012).* 10.12 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).* 10.12.1 Schedule identifying substantially identical agreements to Officer Change in Control Agreement constituting Exhibit10.12 hereto entered into by Visteon Corporation with Messrs. Garcia, Bilolikar, Cole, Pynnonen, Robertson, Schupfner and Vallance.* 10.13 Master Confirmation, dated as of February 27, 2017, between Visteon Corporation and UBS AG, London Branch (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on February 27, 2017). 10.13.1 Supplemental Confirmation, dated February 27, 2017, between Visteon Corporation and UBS AG, London Branch (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Visteon Corporation filed on February 27, 2017). 12.1 Statement re: Computation of Ratios. 14.1 Visteon Corporation- Ethics and Integrity Policy (code of business conduct and ethics) as of April 2017. 21.1 Subsidiaries of Visteon Corporation. 23.1 Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. 24.1 Powers of Attorney relating to execution of this Annual Report on Form 10-K. 31.1 Rule13a-14(a) Certification of Chief Executive Officer dated February 22, 2018. 31.2 Rule13a-14(a) Certification of Chief Financial Officer dated February 22, 2018. 32.1 Section1350 Certification of Chief Executive Officer dated February 22, 2018. 32.2 Section1350 Certification of Chief Financial Officer dated February 22, 2018.