VISTEON CORP - Annual Report: 2023 (Form 10-K)

Deferred tax liabilities non-current

Net deferred tax assets

$ $

At December 31, 2023, the Company had available non-U.S. net operating loss carryforwards and capital loss carryforwards of $ billion and $ million, respectively, which have remaining carryforward periods ranging 1 year to indefinite. The Company had available U.S. federal net operating loss carryforwards of $ billion at December 31, 2023, which have remaining carryforward periods ranging from 7 years to 11 years. U.S. foreign tax credit carryforwards are $ million at December 31, 2023, which have remaining carryforward periods ranging from 1 to 10 years. U.S. research tax credit carryforwards are $ million at December 31, 2023. These credits will begin to expire in 2030. The Company had available tax-effected U.S. state operating loss carryforwards of $ million at December 31, 2023, which will expire at various dates between 2024 and 2043.

In connection with the Company's emergence from bankruptcy and resulting change in ownership on the Effective Date, an annual limitation was imposed on the utilization of U.S. net operating losses, U.S. credit carryforwards and certain U.S. built-in losses (collectively referred to as “tax attributes”) under Internal Revenue Code (“IRC”) Sections 382 and 383. The collective limitation is approximately $ million per year on tax attributes in existence at the date of change in ownership.

Unrecognized Tax Benefits

$ Tax positions related to current period

Additions

Tax positions related to prior periods

Reductions

()()Ending balance$25 $18

Gross unrecognized tax benefits at December 31, 2023 and 2022 were $ million and $ million, respectively. Of these amounts, approximately $ million and $ million respectively, represent the amount of unrecognized benefits that, if recognized, would impact the effective tax rate. The Company records interest and penalties related to uncertain tax positions as a component of income tax expense and related amounts accrued at December 31, 2023 and 2022 were $ million in both years.

With few exceptions, the Company is no longer subject to U.S. federal tax examinations for years before 2015, or state, local or non-U.S. income tax examinations for years before 2003, although U.S. net operating losses carried forward into open tax years technically remain open to adjustment. Although it is not possible to predict the timing of the resolution of all ongoing tax audits with accuracy, it is reasonably possible that certain tax proceedings in the U.S., Europe, Asia and Mexico could conclude within the next twelve months and result in an increase or decrease in the balance of gross unrecognized tax benefits. Given the number of years, jurisdictions and positions subject to examination, the Company is unable to estimate the full range of possible adjustments to the balance of unrecognized tax benefits. The long-term portion of uncertain income tax positions (including interest) in the amount of $ million is included in Other non-current liabilities on the consolidated balance sheet, while $ million is included Other current liabilities on the consolidated balance sheet, and $10 million is reflected as a reduction of deferred tax assets included in Other non-current assets. Outstanding income tax refund claims related primarily to India and Brazil jurisdictions, total $ million as of December 31, 2023, and are included in other non-current assets on the balance sheets.

Other Tax Matters

In January 2023, the Company received a decision by the Indian Tax Authority (“ITA”) that tax applies to certain IT-related services fees paid to the U.S. which spans several years. Until this matter is resolved, the Company will likely need to remit taxes on the services in question for which payments could be significant in the aggregate. The Company believes the ITA’s decision is without merit, and intends to defend its position vigorously, and expects to recoup any taxes paid. If this matter is adversely resolved, the Company would record additional tax expense, which would include any taxes ultimately paid.

NOTE 14.

and shares of common stock in treasury which may be used for satisfying obligations under employee incentive compensation arrangements. The Company values shares of common stock held in treasury at cost.

$ Yanfeng Visteon Automotive Electronics Co., Ltd. Changchun Visteon FAWAY Automotive Electronics Co., Ltd.

Other

$ $

)$()

Other comprehensive income (loss) before reclassification, net of tax

()

Amounts reclassified from AOCI

Ending balance

$()$()

Changes in AOCI by component:

Foreign currency translation adjustments

Beginning balance

$()$() Other comprehensive income (loss) before reclassification (a) ()

Amounts reclassified from AOCI (b)

Ending balance

()()

Net investment hedge

Beginning balance

Other comprehensive income (loss) before reclassification (a)

()

Amounts reclassified from AOCI (c)

()

Ending balance

Benefit plans

Beginning balance

()()

Other comprehensive income (loss) before reclassification, net of tax (a)

()

Amounts reclassified from AOCI

()

Ending balance

()()

Unrealized hedging gain (loss)

Beginning balance

()

Other comprehensive income (loss) before reclassification, net of tax (a)

()

Amounts reclassified from AOCI

Ending balance

AOCI ending balance

$()$()

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

(b) Amount relates to foreign currency translation charge. (See Note, 20, "Other Income, net" for additional details.)

Share Repurchase Program

On March 2, 2023 the Company's board of directors authorized a share repurchase program of $ million of common stock through December 31, 2026. Under this program, the Company will repurchase shares at the prevailing market prices pursuant to specified share price and daily volume limits. During the year ended December 31, 2023, the Company has purchased shares at an average price of $ related to this program. As of December 31, 2023, the Company has $ million of authorized purchases of common stock remaining. Excise taxes incurred due to purchases under the program totaled $1 million for the year ended December 31, 2023.

NOTE 15.

$ $

Denominator:

Average common stock outstanding - basic

Dilutive effect of performance based share units and other

Diluted shares

Basic and Diluted Per Share Data:

Basic earnings (loss) per share attributable to Visteon:

$ $ $

Diluted earnings (loss) per share attributable to Visteon:

$ $ $

NOTE 16.

$ $ $ $

NOTE 18.

million for claims aggregating approximately $ million in Brazil. 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.

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.

Product Warranty and Recall

Amounts accrued for product warranty and recall provisions 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. These estimates do not include amounts which may ultimately be recovered from the Company's suppliers. The Company can provide no assurances that it will not experience material obligations in the future or that it will not incur significant costs to defend or settle such obligations beyond the amounts accrued or beyond what the Company may recover from its suppliers.

$ Provisions

Change in estimates

Currency/other

()

Settlements

()()Ending balance$ $

Guarantees and Commitments

As part of the agreements of the Climate Transaction and Interiors Divestiture, divestitures completed during 2015, the Company continues to provide lease guarantees to divested Climate and Interiors entities. As of December 31, 2023, the Company has approximately $1 million million and $ million million of outstanding guarantees for each of 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. These guarantees will generally cease upon expiration of current lease agreement which expire in 2026 and 2024 for the Climate and Interiors entities, respectively.

NOTE 19.

$ $ $ $

Mexico

Total North America

Portugal

Slovakia

Tunisia

Other Europe

—

Total Europe

China Domestic

China Export

Total China

Japan

India

Other Asia-Pacific

Total Other Asia-Pacific

South America

Eliminations

()()()$ $ $ $ $ (a) Company sales based on geographic region where sale originates and not where customer is located.

(b) Tangible long-lived assets include property, plant, and equipment and right-of-use assets.

$ $ Cockpit domain controller Infotainment Information displays Body and electrification electronics Other $ $ $

NOTE 20.

$ $ Gain on sale of investment Foreign currency translation charge () Township settlement() $()$ $

Pension financing benefits, net include return on assets net of interest costs and other amortization.

During the year ended December 31, 2023, the Company recorded a charge of $ million in regards to the Charter Township of Van Buren, Michigan settlement. See Note 18 for more information.

The gain on sale of investment represents the Company's sale of an equity investment recorded during the year ended December 31, 2022.

During the year ended December 31, 2022, the Company recorded a charge of $ million related to foreign currency translation amounts recorded in accumulated other comprehensive loss associated with the close the Russian facility.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.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 Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

At December 31, 2023, an evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive and Financial Officers, of the effectiveness of the design and operation of disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined under Rule 13a-15(f) of the Securities Exchange Act of 1934. Under the supervision and with the participation of the principal executive and financial officers of the Company, an evaluation of the effectiveness of internal control over financial reporting was conducted based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations (“the COSO 2013 Framework”) of the Treadway Commission.

Based on the evaluation performed under the COSO 2013 Framework as of December 31, 2023, management has concluded that the Company’s internal control over financial reporting is effective. Additionally, Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, as stated in their report which is included herein.

Item 9B.Other Information

The Company's directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of the Company's shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended December 31, 2023, no such plans or other arrangements were adopted or terminated.

Part III

Item 10.Directors, Executive Officers and Corporate Governance

Except as set forth herein, the information required by Item 10 regarding the Company's directors is incorporated by reference from the information under the captions “Item - Election of Directors,” “Corporate Governance,” and “2024 Stockholder Proposals and Nominations” in its 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the Company’s 2023 fiscal year. The information required by Item 10 regarding the Company's executive officers appears as Item 4A under Part I of this Form 10-K.

The Company has a code of ethics, as such phrase is defined in Item 406 of Regulation S-K, that applies to all directors, officers and employees of the Company and its subsidiaries, including the Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer. The code, entitled “Ethics and Integrity Policy,” is available on the Company's website at www.visteon.com. The Company intends to notify investors of any amendment to or waiver of the provisions of the code of ethics applicable to its Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer at the same location on the Company’s website.

Item 11.Executive Compensation

The information required by Item 11 is incorporated by reference from the information under the captions “Compensation Committee Report,” “Executive Compensation” and “Director Compensation” in its 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the Company’s 2023 fiscal year..

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is incorporated by reference from the information under the caption “Security Ownership of Certain Beneficial Owners and Management” in its 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the Company’s 2023 fiscal year..

Item 13.Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated by reference from the information under the captions “Corporate Governance - Director Independence” and “Transactions with Related Persons” in its 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the Company’s 2023 fiscal year..

Item 14.Principal Accountant Fees and Services

The information required by Item 14 is incorporated by reference from the information under the captions “Audit Fees” and “Audit Committee Pre-Approval Process and Policies” in its 2024 Proxy Statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the Company’s 2023 fiscal year..

Part IV

Item 15.Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Form 10-K:

1. Financial Statements

See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Form 10-K hereof.

2. Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts

All other financial statement schedules are omitted because they are not required or applicable under instructions contained in Regulation S-X or because the information called for is shown in the financial statements and notes thereto.

3. Exhibits

The exhibits listed on the "Exhibit Index" on page 87 hereof are filed with this Form 10-K or incorporated by reference as set forth herein.

Item 16. Form 10-K Summary

None.

VISTEON CORPORATION AND SUBSIDIARIES

$ $ $ $

Valuation allowance for deferred taxes

()

Year Ended December 31, 2022:

Allowance for doubtful accounts

$ $ $ $ $

Valuation allowance for deferred taxes

() ()

Year Ended December 31, 2021:

Allowance for doubtful accounts

$ $ $ $ $

Valuation allowance for deferred taxes

() ()

____________

(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.
24.1						Powers of Attorney relating to execution of this Annual Report on Form 10-K.
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

VISTEON CORP - Annual Report: 2023 (Form 10-K)

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