þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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State of Delaware
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38-3519512
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Village Center Drive, Van Buren Township, Michigan
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48111
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(Address of principal executive offices)
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(Zip code)
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Title of Each Class
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Name of Each Exchange on which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Warrants, each exercisable for one share of Common Stock at an exercise price of $9.66 (expiring October 1, 2020)
(Title of class)
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Document
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Where Incorporated
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2016 Proxy Statement
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Part III (Items 10, 11, 12, 13 and 14)
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Page
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Item 1.
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Business
|
•
|
Interiors Exit - During 2009 the Company exited its Interiors businesses in North America leaving a solid and capable regional business, but one without a complete global footprint. Subsequently, the Company determined that the remainder of its Interiors business was not aligned with its long-term strategic goals and set out to explore various alternatives for exit including, but not limited to, divestiture, partnership or alliance.
|
•
|
Climate Consolidation - Historically, the Company's Climate operations were comprised of Halla Climate Control Corporation ("Halla"), a 70% owned and consolidated Korean subsidiary, and a series of wholly-owned Visteon Climate operations and other Visteon Climate joint ventures. To enhance the efficiency of its investments in global Climate assets, the Company endeavored to consolidate the ownership of its Climate businesses under a single ownership structure thus achieving operational synergies, improved global scale and common business practices.
|
•
|
Electronics Optimization - Historically, the Company's investment in its Electronics business was sub-optimized. The Company focused its strategy on vehicle cockpit electronics and commenced efforts to expand the size and scale of its capabilities to deliver innovative audio, infotainment, cluster and display products to OEM customers and to position the business to capitalize on rapidly changing consumer-driven technologies in a connected car landscape.
|
•
|
Strengthen the Balance Sheet - Following emergence from bankruptcy, the Company's balance sheet continued to carry a significant amount of indebtedness, including substantial employee retirement benefit obligations. Servicing these debts and reducing the associated carrying costs and economic risks were identified as priorities.
|
•
|
Enhance Shareholder Returns - The Company also declared its intent to make shareholder returns a priority.
|
•
|
Strengthen the Core
- Visteon offers technology and related manufacturing operations for audio, head-up displays, information displays, infotainment, instrument clusters and telematics products. The Company's backlog, defined as cumulative remaining life of program booked sales, is approximately $15.2 billion as of December 31, 2015, or 4.9 times 2015 sales, reflecting a strong booked sales base on which to launch future growth.
|
•
|
Move Selectively to Adjacent Products
- As consumer demand continues to evolve with an increase of electronics content per vehicle, the Company strives to further develop expertise in the areas of cockpit domain controllers, next generation safety applications, and vehicle cyber security. These areas require assessment as consumer needs shift and related products complement Visteon's core products.
|
•
|
Deliver Cost Efficiencies
- Visteon core business financial results continue to improve with Adjusted EBITDA margin for electronics and corporate of 9.5% in 2015 compared with 7.2% in 2014. The Company expects to deliver cost efficiencies by achieving selling, general and administrative and engineering efficiencies, improving free cash flow, optimizing its capital structure and driving savings benefits as revenues grow.
|
•
|
Emissions and safety - Governments continue to focus regulatory efforts on cleaner and safer transportation with the objective of securing individual mobility. Accordingly, OEMs are working to lower average vehicle emissions by developing a more diverse range of vehicles including those powered by hybrid technologies, alternative fuels, and electricity. OEMs are also working to improve occupant and pedestrian safety by incorporating more safety oriented content in their vehicles. Suppliers must enable the emissions and safety initiatives of their customers including the development of new technologies.
|
•
|
Electronic content and connectivity - The electronic content of vehicles continues to increase due to various regulatory requirements and consumer demand for increased vehicle performance and functionality. The use of electronic components can reduce weight, expedite assembly, enhance fuel economy, improve emissions, increase safety and enhance vehicle performance. Additionally, digital and portable technologies have dramatically influenced the lifestyle of today’s consumers who expect products that enable such a lifestyle. This requires increased electronic and technical content such as in-vehicle communication, navigation and entertainment capabilities. While OEMs are taking different paths to connect their vehicles
|
•
|
Vehicle standardization - OEMs continue to standardize vehicle platforms on a global basis, resulting in a lower number of individual vehicle platforms, design cost savings and further scale of economies through the production of a greater number of models from each platform. Having operations in the geographic markets in which OEMs produce global platforms enables suppliers to meet OEMs’ needs more economically and efficiently, thus making global coverage a source of significant competitive advantage for suppliers with a diverse global footprint. Additionally, OEMs are looking to suppliers for increased collaboration to lower costs, reduce risks, and decrease overall time to market. Suppliers that can provide fully-engineered solutions, systems and pre-assembled combinations of component parts are positioned to leverage the trend toward system sourcing.
|
•
|
Electronics - The Company's Electronics segment provides vehicle cockpit electronics products to customers, including audio systems, information displays, instrument clusters, head up displays, infotainment systems, and telematics solutions.
|
•
|
Other - Other includes entities located in Europe previously associated with the Interiors business but not subject to the Interiors Divestiture. Other also includes entities in South America and South Africa previously associated with the Climate business but not subject to the Climate Transaction.
|
|
Sales
|
|
Property and Equipment, Net
|
|||||||||||
|
Year Ended December 31
|
|
December 31
|
|||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|||||
United States
|
26
|
%
|
|
29
|
%
|
|
31
|
%
|
|
4
|
%
|
|
7
|
%
|
Mexico
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
17
|
%
|
|
16
|
%
|
Total North America
|
28
|
%
|
|
31
|
%
|
|
33
|
%
|
|
21
|
%
|
|
23
|
%
|
Portugal
|
13
|
%
|
|
18
|
%
|
|
26
|
%
|
|
16
|
%
|
|
14
|
%
|
Slovakia
|
8
|
%
|
|
5
|
%
|
|
—
|
%
|
|
8
|
%
|
|
7
|
%
|
Germany
|
3
|
%
|
|
4
|
%
|
|
7
|
%
|
|
1
|
%
|
|
5
|
%
|
Tunisia
|
6
|
%
|
|
4
|
%
|
|
—
|
%
|
|
4
|
%
|
|
4
|
%
|
France
|
4
|
%
|
|
3
|
%
|
|
—
|
%
|
|
7
|
%
|
|
9
|
%
|
Hungary
|
—
|
%
|
|
—
|
%
|
|
4
|
%
|
|
—
|
%
|
|
—
|
%
|
Other Europe
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
|
4
|
%
|
|
5
|
%
|
Intra-region eliminations
|
(2
|
)%
|
|
(2
|
)%
|
|
(2
|
)%
|
|
—
|
%
|
|
—
|
%
|
Total Europe
|
35
|
%
|
|
35
|
%
|
|
38
|
%
|
|
40
|
%
|
|
44
|
%
|
China
|
21
|
%
|
|
22
|
%
|
|
5
|
%
|
|
20
|
%
|
|
16
|
%
|
Japan
|
15
|
%
|
|
9
|
%
|
|
7
|
%
|
|
3
|
%
|
|
3
|
%
|
Thailand
|
3
|
%
|
|
2
|
%
|
|
4
|
%
|
|
3
|
%
|
|
1
|
%
|
India
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
|
7
|
%
|
|
6
|
%
|
Korea
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Intra-region eliminations
|
(5
|
)%
|
|
(3
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Total Asia
|
37
|
%
|
|
34
|
%
|
|
19
|
%
|
|
33
|
%
|
|
26
|
%
|
South America
|
4
|
%
|
|
7
|
%
|
|
13
|
%
|
|
6
|
%
|
|
7
|
%
|
Inter-region eliminations
|
(4
|
)%
|
|
(7
|
)%
|
|
(3
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Item 1A.
|
Risk Factors
|
•
|
local economic conditions, expropriation and nationalization, foreign exchange rate fluctuations and currency controls;
|
•
|
withholding and other taxes on remittances and other payments by subsidiaries;
|
•
|
investment restrictions or requirements;
|
•
|
export and import restrictions; and
|
•
|
increases in working capital requirements related to long supply chains.
|
•
|
incur significant additional debt;
|
•
|
make certain investments;
|
•
|
enter into certain types of transactions with affiliates;
|
•
|
limit dividends or other certain payments by restricted subsidiaries;
|
•
|
use assets as security in other transactions;
|
•
|
pay dividends on common stock or repurchase equity interests other than those expressly permitted;
|
•
|
sell certain assets or merge with or into other companies;
|
•
|
guarantee the debts of others;
|
•
|
enter into new lines of business; and
|
•
|
form joint ventures or make subsidiary investments.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
•
|
25 corporate offices, technical and engineering centers and customer service centers in ten countries around the world, of which 24 were leased and 1 was owned;
|
•
|
20 Electronics manufacturing and/or assembly facilities in Mexico, Macedonia, Portugal, Russia, Slovakia, France, Tunisia, India, Japan, South Korea, China, Thailand and Brazil, of which 14 were leased and 6 were owned; and
|
•
|
5 Other manufacturing and/or assembly facilities in Argentina, Brazil and South Africa of which 4 were owned and 1 leased.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Name
|
|
Age
|
|
Position
|
Sachin S. Lawande
|
|
48
|
|
Director, President and Chief Executive Officer
|
Jeffrey M. Stafeil
|
|
46
|
|
Executive Vice President and Chief Financial Officer
|
William M. Robertson
|
|
54
|
|
Vice President and Corporate Controller
|
Peter M. Ziparo
|
|
46
|
|
Vice President and General Counsel
|
Stephanie S. Marianos
|
|
47
|
|
Assistant Corporate Controller and Chief Accounting Officer
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
2015
|
||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
High
|
$107.45
|
|
$110.48
|
|
$106.71
|
|
$121.65
|
Low
|
$95.15
|
|
$95.96
|
|
$95.11
|
|
$100.85
|
|
2014
|
||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
High
|
$88.44
|
|
$97.01
|
|
$108.29
|
|
$106.86
|
Low
|
$79.22
|
|
$84.19
|
|
$95.5
|
|
$84.55
|
Period
|
Total 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 Programs (2)
|
|
Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2) (in millions)
|
||
Oct. 1, 2015 to Oct. 31, 2015
|
9,260
|
|
|
$107.33
|
|
—
|
|
|
$0
|
Nov. 1, 2015 to Nov. 30, 2015
|
2,364
|
|
|
$119.74
|
|
—
|
|
|
$0
|
Dec. 1, 2015 to Dec. 31, 2015
|
1,101,489
|
|
|
$105.25
|
|
1,058,965
|
|
|
$0
|
Total
|
1,113,113
|
|
|
$105.30
|
|
1,058,965
|
|
|
$0
|
(1)
|
This column includes 54,148 shares surrendered to the Company by employees to satisfy tax withholding obligations in connection with the vesting of restricted share and stock unit awards made pursuant to the Visteon Corporation 2010 Incentive Plan.
|
(2)
|
On June 11, 2015, the board of directors increased its share repurchase program authorization by $125 million, to a total authorization to repurchase up to $1.125 billion of the Company’s common stock from the beginning of the program until December 31, 2015. In June 2015, the Company entered into an accelerated stock buyback (“ASB”) program with Goldman, Sachs & Co. (“Goldman”) to repurchase shares of common stock for an aggregate purchase price of $500 million. Under this ASB program, the Company paid Goldman $500 million and received an initial delivery of 3,712,297 shares of common stock using a reference price of $107.75. On December 30, 2015, this ASB program program concluded, and the Company received an additional 1,058,965 shares. On December 9, 2015, the board of directors authorized a new share repurchase program, which authorizes repurchases of up to $500 million of the Company’s common stock through December 31, 2016. The Company anticipates that future repurchases of common stock, if any, would occur from time to time in open market transactions, 10b5-1 programs, non-discretionary programs or in privately negotiated transactions depending on market and economic conditions, share price, trading volumes, alternative uses of capital and other factors.
|
|
December 31, 2010
|
December 31, 2011
|
December 31, 2012
|
December 31, 2013
|
December 31, 2014
|
December 31, 2015
|
Visteon Corporation
|
$100.00
|
$67.30
|
$72.50
|
$110.30
|
$143.90
|
$154.20
|
Dow Jones U.S. Auto & Parts Index
|
$100.00
|
$76.90
|
$91.70
|
$135.20
|
$143.80
|
$139.80
|
S&P 500
|
$100.00
|
$102.10
|
$118.40
|
$156.80
|
$178.20
|
$180.70
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31
|
|
Year Ended December 31
|
|
Year Ended December 31
|
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in Millions, Except Per Share Amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
3,245
|
|
|
$
|
2,586
|
|
|
$
|
1,724
|
|
|
$
|
1,625
|
|
|
$
|
1,815
|
|
Net income (loss) from continuing operations
|
42
|
|
|
(75
|
)
|
|
555
|
|
|
56
|
|
|
(12
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
2,286
|
|
|
(131
|
)
|
|
220
|
|
|
111
|
|
|
166
|
|
|||||
Net income (loss) attributable to Visteon Corporation
|
$
|
2,284
|
|
|
$
|
(295
|
)
|
|
$
|
690
|
|
|
$
|
100
|
|
|
$
|
80
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.52
|
|
|
$
|
(2.14
|
)
|
|
$
|
11.10
|
|
|
$
|
1.06
|
|
|
$
|
(0.25
|
)
|
Discontinued operations
|
53.48
|
|
|
(4.30
|
)
|
|
2.70
|
|
|
0.83
|
|
|
1.81
|
|
|||||
Basic earnings (loss) attributable to Visteon Corporation
|
$
|
54.00
|
|
|
$
|
(6.44
|
)
|
|
$
|
13.80
|
|
|
$
|
1.89
|
|
|
$
|
1.56
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.51
|
|
|
$
|
(2.14
|
)
|
|
$
|
10.86
|
|
|
$
|
1.05
|
|
|
$
|
(0.25
|
)
|
Discontinued operations
|
52.12
|
|
|
(4.30
|
)
|
|
2.64
|
|
|
0.83
|
|
|
1.81
|
|
|||||
Diluted earnings (loss) attributable to Visteon Corporation
|
$
|
52.63
|
|
|
$
|
(6.44
|
)
|
|
$
|
13.50
|
|
|
$
|
1.88
|
|
|
$
|
1.56
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
4,682
|
|
|
$
|
5,323
|
|
|
$
|
6,027
|
|
|
$
|
5,156
|
|
|
$
|
4,969
|
|
Total debt, excluding held for sale
|
$
|
384
|
|
|
$
|
616
|
|
|
$
|
399
|
|
|
$
|
491
|
|
|
$
|
521
|
|
Total Visteon Corporation stockholders' equity
|
$
|
1,057
|
|
|
$
|
865
|
|
|
$
|
1,920
|
|
|
$
|
1,385
|
|
|
$
|
1,307
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided from operating activities
|
$
|
338
|
|
|
$
|
284
|
|
|
$
|
312
|
|
|
$
|
239
|
|
|
$
|
175
|
|
Cash provided from (used by) investing activities
|
$
|
2,358
|
|
|
$
|
(740
|
)
|
|
$
|
698
|
|
|
$
|
(40
|
)
|
|
$
|
(331
|
)
|
Cash used by financing activities
|
$
|
(774
|
)
|
|
$
|
(359
|
)
|
|
$
|
(141
|
)
|
|
$
|
(115
|
)
|
|
$
|
(3
|
)
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Strengthen the Core
- Visteon offers technology and related manufacturing operations for audio, head-up displays, information displays, infotainment, instrument clusters and telematics products. The Company's backlog, defined as cumulative remaining life of program booked sales, is approximately $15.2 billion as of December 31, 2015, or 4.9 times 2015 sales, reflecting a strong booked sales base on which to launch future growth.
|
•
|
Move Selectively to Adjacent Products
- As consumer demand continues to evolve with an increase of electronics content per vehicle, the Company strives to further develop expertise in the areas of cockpit domain controllers, next generation safety applications, and vehicle cyber security. These areas require assessment as consumer needs shift and related products complement Visteon's core products.
|
•
|
Deliver Cost Efficiencies
- Visteon core business financial results continue to improve with Adjusted EBITDA margin for electronics and corporate of 9.5% in 2015 compared with 7.2% in 2014. The Company expects to deliver cost efficiencies by achieving selling, general and administrative and engineering efficiencies, improving free cash flow, optimizing its capital structure and driving savings benefits as revenues grow.
|
•
|
Electronics Optimization - Effective July 1, 2014 Visteon acquired substantially all of the global automotive electronics business of Johnson Controls Inc. (the "Electronics Acquisition") for the aggregate purchase price of
$299 million
, including $31 million of cash and equivalents at the acquired business. The Electronics Acquisition has enhanced Visteon's competitive position in the fast-growing cockpit electronics segment by strengthening its global scale, manufacturing and engineering footprint, product portfolio and customer penetration.
|
•
|
Exit of Interiors Business - On December 1, 2015, Visteon completed the sale and transfer of its equity ownership in Visteon Deutschland GmbH, which operated the Berlin, Germany interiors plant ("Germany Interiors Divestiture") . The Company contributed cash of approximately $141 million, assets of $27 million, and liabilities of $198 million, including pension related liabilities. The Company will make a final contribution payment of approximately $30 million by November 2016 included in the Company's consolidated balance sheet as "Other current liabilities" as of December 31, 2015. The Company recognized a pre-tax loss on divestiture of $105 million related to foreign currency translation and pension benefit plan amounts previously recorded in accumulated other comprehensive loss.
|
•
|
Climate Transaction - On June 9, 2015, Visteon completed the sale to Hahn & Co. Auto Holdings Co., Ltd. (“Hahn”) and Hankook Tire Co., Ltd. (“Hankook” and, together with Hahn, the “Purchasers”) of all of its shares of Halla Visteon Climate Control Corporation, a Korean corporation (“HVCC”), for approximately
$3.4 billion
, or KRW
52,000
per share after adjusting for the 2014 dividend paid by HVCC to Visteon (the “Climate Transaction”), pursuant to and in accordance with the Share Purchase Agreement, dated as of December 17, 2014 (the “Purchase Agreement”), among Visteon and the Purchasers. The Company received net cash proceeds of approximately
$2.7 billion
and recognized a pre-tax gain of approximately
$2.3 billion
in connection with the closing of the Climate Transaction in June, 2015.
|
•
|
Strengthen the Balance Sheet - On
June 12, 2015
, the Company utilized Climate Transaction proceeds to pay down
$246 million
of term loan principal to reduce aggregate principal amount of Term Loans outstanding to
$350 million
. In connection with the principal reduction, the
0.25%
mandatory quarterly prepayment obligation was considered met, therefore Visteon ceased making quarterly amortization payments.
|
•
|
Enhance Shareholder Returns - In connection with the Climate Transaction, the Company expects to return $2.5 billion-$2.75 billion of cash to shareholders through 2016 via a series of actions including buybacks and special distributions.
|
•
|
The Company recorded sales of $3,245 million representing an increase of $659 million when compared with the year ended December 31, 2014. The increase was primarily due to the Electronics Acquisition, higher production volumes, and new business, partially offset by unfavorable currency.
|
•
|
Gross margin was $430 million or 13.3% of sales for the year ended December 31, 2015 compared to $340 million or 13.1% of sales for the same period of 2014. The increase was primarily attributable to the Electronics Acquisition, increased volumes, and improved cost performance, partially offset by unfavorable currency, a non-recurring pension gain and increased warranty costs.
|
•
|
Net income attributable to Visteon was $2,284 million for the year ended December 31, 2015, which included net income from discontinued operations of $2,286 million including the Climate Transaction gain, a gain on sale of non-consolidated affiliates of $62 million, partially offset by a loss on the Germany Divestiture of $105 million, restructuring expense of $36 million, and other expense, net of $25 million. Net loss attributable to Visteon for the year ended December 31, 2014 was $295 million, which included net loss from discontinued operations of $197 million, restructuring expense of $54 million, loss on debt extinguishment of $23 million and other expense, net of $61 million.
|
•
|
Total cash and short-term investments, excluding amounts held for sale, were $2,783 million, $2,298 million higher than cash balances of $485 million on December 31, 2014, primarily attributable to the Climate Transaction proceeds. The Company's debt, excluding amounts held for sale, was $384 million, $232 million lower than debt of $616 million at the end of December 31, 2014, primarily attributable to the pay-down of term loan principal. As of December 31, 2015 the Company had $2,399 million of cash and short-term investments in excess of debt.
|
•
|
Including discontinued operations, the Company generated $338 million of cash from operating activities for the year ended December 31, 2015, $54 million higher than cash from operating activities of $284 million for the year ended December 31, 2014, as a result of lower working capital use, capitalized engineering recoveries and lower restructuring payments.
|
•
|
Cash provided by investing activities of $2,358 million, inclusive of discontinued operations, for the year ended December 31, 2015 was $3,098 million higher than cash used by investing activities of $740 million for the year ended December 31, 2014. The increase was primarily attributable to proceeds from the Climate Transaction of $2,664 million in 2015 and the non-recurrence of business acquisition impacts of $311 million in 2014.
|
|
Electronics
|
|
Corporate
|
|
Other
|
|
Total
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
December 31, 2014
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
39
|
|
Expense
|
36
|
|
|
4
|
|
|
2
|
|
|
42
|
|
||||
Reversals
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Utilization
|
(29
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(34
|
)
|
||||
Business divestiture
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Foreign currency
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
||||
December 31, 2015
|
$
|
31
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
38
|
|
•
|
During
2014
, the company announced the closure of a Climate facility located in Quilmes, Argentina. In connection with the closure, the Company recorded
$13 million
of restructuring expenses, primarily related to severance and termination benefits associated with approximately
270
employees. Approximately
$1 million
remains accrued at December 31,
2015
.
|
•
|
|
•
|
The Company recorded and paid cash to settle employee severance and termination benefits of $2 million in 2015 associated with approximately 15 employees at the Company's Climate operations in France, under a previously announced
|
•
|
During 2014, the Company recorded $5 million of employee severance and termination benefit costs associated with a previously announced plan to restructure three Interiors facilities located in France and made cash payments of approximately $18 million for related employee severance and termination benefits. As of
December 31, 2015
, approximately $3 million remains accrued for this program.
|
•
|
During 2014, the Company announced a plan to further reduce the workforce and related processes at an Interiors operation in Brazil and recorded an additional $3 million for employee severance and termination benefits associated with approximately 50 employees. Approximately $1 million remains accrued as of
December 31, 2015
.
|
|
Year Ended December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Transformation initiatives
|
$
|
25
|
|
|
$
|
22
|
|
Integration costs
|
14
|
|
|
18
|
|
||
Transaction hedging and exchange (gain) loss
|
(15
|
)
|
|
10
|
|
||
Provision for losses on recoverable taxes
|
—
|
|
|
8
|
|
||
Impairment and loss on asset contribution
|
1
|
|
|
3
|
|
||
|
$
|
25
|
|
|
$
|
61
|
|
|
Year Ended December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Sales
|
$
|
2,199
|
|
|
$
|
5,757
|
|
Cost of sales
|
2,039
|
|
|
5,239
|
|
||
Gross margin
|
160
|
|
|
518
|
|
||
Selling, general and administrative expenses
|
77
|
|
|
194
|
|
||
Gain on Climate Transaction
|
2,324
|
|
|
—
|
|
||
Long-lived asset impairments
|
4
|
|
|
190
|
|
||
Loss on interiors divestiture
|
12
|
|
|
136
|
|
||
Restructuring expense
|
2
|
|
|
17
|
|
||
Interest expense, net
|
2
|
|
|
7
|
|
||
Equity in net income of non-consolidated affiliates
|
6
|
|
|
13
|
|
||
Other expenses
|
10
|
|
|
25
|
|
||
Income (loss) from discontinued operations before income taxes
|
2,383
|
|
|
(38
|
)
|
||
Provision for income taxes
|
97
|
|
|
93
|
|
||
Net income (loss) from discontinued operations, net of tax
|
$
|
2,286
|
|
|
$
|
(131
|
)
|
|
|
|
||
Gross proceeds
|
(1)
|
$
|
3,423
|
|
Korea withholding tax
|
(2)
|
(377
|
)
|
|
Professional fees
|
(3)
|
(20
|
)
|
|
Korea security transaction tax
|
(4)
|
(17
|
)
|
|
Divested cash balances
|
(5)
|
(345
|
)
|
|
Net cash provided from investing activities
|
|
2,664
|
|
|
Net assets divested, excluding cash balances
|
(5)
|
(565
|
)
|
|
Information technology separation and service obligations
|
(6)
|
(53
|
)
|
|
Employee related charges
|
(7)
|
(45
|
)
|
|
Electronics business repurchase obligation
|
(8)
|
(50
|
)
|
|
Professional fees
|
(3)
|
(4
|
)
|
|
Korea withholding tax recoverable
|
(2)
|
377
|
|
|
Net gain on Climate Transaction
|
|
$
|
2,324
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Adjusted EBITDA
|
$
|
282
|
|
|
$
|
177
|
|
|
$
|
105
|
|
Depreciation and amortization
|
85
|
|
|
70
|
|
|
15
|
|
|||
Restructuring expense
|
36
|
|
|
54
|
|
|
(18
|
)
|
|||
Interest expense, net
|
14
|
|
|
21
|
|
|
(7
|
)
|
|||
Loss on debt extinguishment
|
5
|
|
|
23
|
|
|
(18
|
)
|
|||
Equity in net income of non-consolidated affiliates
|
(7
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Loss on divestiture
|
105
|
|
|
—
|
|
|
105
|
|
|||
Gain on non-consolidated affiliate transactions
|
(62
|
)
|
|
(2
|
)
|
|
(60
|
)
|
|||
Other expense, net
|
25
|
|
|
61
|
|
|
(36
|
)
|
|||
Provision for income taxes
|
27
|
|
|
32
|
|
|
(5
|
)
|
|||
Net (income) loss from discontinued operations, net of tax
|
(2,286
|
)
|
|
131
|
|
|
(2,417
|
)
|
|||
Net income attributable to non-controlling interests
|
44
|
|
|
89
|
|
|
(45
|
)
|
|||
Non-cash, stock-based compensation expense
|
8
|
|
|
12
|
|
|
(4
|
)
|
|||
Pension settlement gain
|
—
|
|
|
(25
|
)
|
|
25
|
|
|||
Other
|
4
|
|
|
8
|
|
|
(4
|
)
|
|||
Net income (loss) attributable to Visteon Corporation
|
$
|
2,284
|
|
|
$
|
(295
|
)
|
|
$
|
2,579
|
|
•
|
Electronics - The Company's Electronics segment provides vehicle cockpit electronics products to customers, including audio systems, information displays, instrument clusters, head up displays, infotainment systems, and telematics solutions.
|
•
|
Other - Other includes entities located in Europe previously associated with the Interiors business but not subject to the Interiors Divestiture. Other also includes entities in South America and South Africa previously associated with the Climate business but not subject to the Climate Transaction.
|
|
Electronics
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
December 31, 2014
|
$
|
2,386
|
|
|
$
|
251
|
|
|
$
|
(51
|
)
|
|
$
|
2,586
|
|
Volume and mix
|
240
|
|
|
(77
|
)
|
|
36
|
|
|
199
|
|
||||
Currency
|
(156
|
)
|
|
(19
|
)
|
|
—
|
|
|
(175
|
)
|
||||
Electronics Acquisition
|
691
|
|
|
—
|
|
|
—
|
|
|
691
|
|
||||
Other
|
(54
|
)
|
|
(2
|
)
|
|
—
|
|
|
(56
|
)
|
||||
December 31, 2015
|
$
|
3,107
|
|
|
$
|
153
|
|
|
$
|
(15
|
)
|
|
$
|
3,245
|
|
|
Electronics
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
December 31, 2014
|
$
|
2,062
|
|
|
$
|
235
|
|
|
$
|
(51
|
)
|
|
$
|
2,246
|
|
Material
|
474
|
|
|
(46
|
)
|
|
36
|
|
|
464
|
|
||||
Freight and duty
|
9
|
|
|
(10
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Labor and overhead
|
28
|
|
|
(24
|
)
|
|
—
|
|
|
4
|
|
||||
Engineering
|
40
|
|
|
(1
|
)
|
|
—
|
|
|
39
|
|
||||
Depreciation and amortization
|
18
|
|
|
(7
|
)
|
|
—
|
|
|
11
|
|
||||
Other
|
35
|
|
|
17
|
|
|
—
|
|
|
52
|
|
||||
December 31, 2015
|
$
|
2,666
|
|
|
$
|
164
|
|
|
$
|
(15
|
)
|
|
$
|
2,815
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Electronics
|
$
|
348
|
|
|
$
|
221
|
|
|
$
|
127
|
|
Other
|
(12
|
)
|
|
6
|
|
|
(18
|
)
|
|||
Total segment Adjusted EBITDA
|
336
|
|
|
227
|
|
|
109
|
|
|||
Reconciling Item:
|
|
|
|
|
|
||||||
Corporate
|
(54
|
)
|
|
(50
|
)
|
|
(4
|
)
|
|||
Total consolidated Adjusted EBITDA
|
$
|
282
|
|
|
$
|
177
|
|
|
$
|
105
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
December 31, 2014
|
$
|
221
|
|
|
$
|
6
|
|
|
$
|
227
|
|
Volume and mix
|
93
|
|
|
(7
|
)
|
|
86
|
|
|||
Currency
|
(18
|
)
|
|
(5
|
)
|
|
(23
|
)
|
|||
Other
|
52
|
|
|
(6
|
)
|
|
46
|
|
|||
December 31, 2015
|
$
|
348
|
|
|
$
|
(12
|
)
|
|
336
|
|
|
Reconciling Item:
|
|
|
|
|
|
||||||
Corporate
|
|
|
|
|
(54
|
)
|
|||||
Total
|
|
|
|
|
$
|
282
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Sales
|
$
|
2,586
|
|
|
$
|
1,724
|
|
|
$
|
862
|
|
Cost of sales
|
2,246
|
|
|
1,529
|
|
|
717
|
|
|||
Gross margin
|
340
|
|
|
195
|
|
|
145
|
|
|||
Selling, general and administrative expenses
|
228
|
|
|
175
|
|
|
53
|
|
|||
Restructuring expense
|
54
|
|
|
21
|
|
|
33
|
|
|||
Interest expense
|
25
|
|
|
36
|
|
|
(11
|
)
|
|||
Interest income
|
4
|
|
|
1
|
|
|
3
|
|
|||
Loss on debt extinguishment
|
23
|
|
|
2
|
|
|
21
|
|
|||
Equity in net income of non-consolidated affiliates
|
2
|
|
|
202
|
|
|
(200
|
)
|
|||
Gain on non-consolidated affiliate transactions
|
2
|
|
|
470
|
|
|
(468
|
)
|
|||
Other expense, net
|
61
|
|
|
23
|
|
|
38
|
|
|||
Provision for income taxes
|
32
|
|
|
56
|
|
|
(24
|
)
|
|||
Net (loss) income from continuing operations
|
(75
|
)
|
|
555
|
|
|
(630
|
)
|
|||
Net (loss) income from discontinued operations, net of tax
|
(131
|
)
|
|
220
|
|
|
(351
|
)
|
|||
Net (loss) income
|
(206
|
)
|
|
775
|
|
|
(981
|
)
|
|||
Net income attributable to non-controlling interests
|
89
|
|
|
85
|
|
|
4
|
|
|||
Net (loss) income attributable to Visteon Corporation
|
$
|
(295
|
)
|
|
$
|
690
|
|
|
$
|
(985
|
)
|
Adjusted EBITDA*
|
$
|
177
|
|
|
$
|
81
|
|
|
$
|
96
|
|
|
|
|
|
|
|
||||||
*
Adjusted EBITDA is a Non-GAAP financial measure, as further discussed
below.
|
|
December 31, 2013
|
||||||||||
|
Net Sales
|
|
Gross Margin
|
|
Net Income
|
||||||
|
(Dollars in Millions)
|
||||||||||
Yanfeng
|
$
|
8,089
|
|
|
$
|
1,160
|
|
|
$
|
334
|
|
All other
|
864
|
|
|
40
|
|
|
64
|
|
|||
|
$
|
8,953
|
|
|
$
|
1,200
|
|
|
$
|
398
|
|
|
Electronics
|
|
Corporate
|
|
Other
|
|
Total
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
December 31, 2013
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
26
|
|
|
$
|
29
|
|
Expenses
|
37
|
|
|
1
|
|
|
33
|
|
|
71
|
|
||||
Utilization
|
(6
|
)
|
|
(4
|
)
|
|
(46
|
)
|
|
(56
|
)
|
||||
Business divestiture
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Exchange
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
||||
December 31, 2014
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
39
|
|
•
|
During
2014
, the Company announced the closure of a Climate facility located in Quilmes, Argentina. In connection with the closure, the Company recorded $13 million of restructuring expenses, primarily related to severance and termination benefits associated with approximately 270 employees. Approximately $1 million remains accrued at December 31,
2014
.
|
•
|
During
2014
, the Company also announced the closure of a Climate facility located in Port Elizabeth, South Africa. In connection with the closure, the Company recorded and paid $2 million of restructuring expenses, primarily related to severance and termination benefits associated with approximately 90 employees.
|
•
|
The Company recorded $5 million of employee severance and termination benefit costs associated with a previously announced plan to restructure three Interiors facilities located in France and made cash payments of approximately $18 million for related employee severance and termination benefits. As of December 31,
2014
approximately $5 million remains accrued for this program.
|
•
|
The Company recorded $6 million of employee severance and termination benefit costs associated with approximately 100 employees at two Interiors facilities located in Spain. The Company made cash payments of $3 million for related employee severance and termination benefits.
|
•
|
The Company announced a plan to further reduce the workforce and related processes at an Interiors operation in Brazil and recorded an additional $3 million for employee severance and termination benefits associated with approximately 50 employees and this amount remains accrued as of December 31,
2014
.
|
•
|
In connection with the reorganization of the Company's Climate operations in France, the Company recorded and paid cash to settle employee severance and termination benefits of $3 million associated with approximately 20 employees under a previously announced program designed to commonize global business systems and processes across its Climate operations for the purpose of reducing costs.
|
|
Year Ended December 31
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in Millions)
|
||||||
Transformation costs
|
$
|
22
|
|
|
$
|
25
|
|
Integration costs
|
18
|
|
|
—
|
|
||
Transaction hedging and exchange loss
|
10
|
|
|
—
|
|
||
Provision for losses on recoverable taxes
|
8
|
|
|
—
|
|
||
Loss on asset contribution
|
3
|
|
|
—
|
|
||
UK Administration recovery
|
—
|
|
|
(2
|
)
|
||
|
$
|
61
|
|
|
$
|
23
|
|
|
Year Ended December 31
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in Millions)
|
||||||
Sales
|
$
|
5,757
|
|
|
$
|
5,715
|
|
Cost of sales
|
5,239
|
|
|
5,226
|
|
||
Gross margin
|
518
|
|
|
489
|
|
||
Selling, general and administrative expenses
|
194
|
|
|
192
|
|
||
Long-lived asset impairments
|
190
|
|
|
—
|
|
||
Loss on interiors divestiture
|
136
|
|
|
—
|
|
||
Restructuring expense
|
17
|
|
|
18
|
|
||
Interest expense, net
|
7
|
|
|
4
|
|
||
Equity in net income of non-consolidated affiliates
|
13
|
|
|
11
|
|
||
Other expense
|
25
|
|
|
15
|
|
||
(Loss) income from discontinued operations before income taxes
|
(38
|
)
|
|
271
|
|
||
Provision for income taxes
|
93
|
|
|
51
|
|
||
Net (loss) income from discontinued operations, net of tax
|
$
|
(131
|
)
|
|
$
|
220
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Adjusted EBITDA
|
$
|
177
|
|
|
$
|
81
|
|
|
$
|
96
|
|
Depreciation and amortization
|
70
|
|
|
41
|
|
|
29
|
|
|||
Restructuring expense
|
54
|
|
|
21
|
|
|
33
|
|
|||
Interest expense, net
|
21
|
|
|
35
|
|
|
(14
|
)
|
|||
Loss on debt extinguishment
|
23
|
|
|
2
|
|
|
21
|
|
|||
Equity in net income of non-consolidated affiliates
|
(2
|
)
|
|
(202
|
)
|
|
200
|
|
|||
Gain on non-consolidated affiliate transactions
|
(2
|
)
|
|
(470
|
)
|
|
468
|
|
|||
Other expense, net
|
61
|
|
|
23
|
|
|
38
|
|
|||
Provision for income taxes
|
32
|
|
|
56
|
|
|
(24
|
)
|
|||
Net income (loss) from discontinued operations, net of tax
|
131
|
|
|
(220
|
)
|
|
351
|
|
|||
Net income attributable to non-controlling interests
|
89
|
|
|
85
|
|
|
4
|
|
|||
Non-cash, stock-based compensation expense
|
12
|
|
|
16
|
|
|
(4
|
)
|
|||
Pension settlement gain
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|||
Other
|
8
|
|
|
4
|
|
|
4
|
|
|||
Net (loss) income attributable to Visteon Corporation
|
$
|
(295
|
)
|
|
$
|
690
|
|
|
$
|
(985
|
)
|
|
Electronics
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
December 31, 2013
|
$
|
1,455
|
|
|
$
|
345
|
|
|
$
|
(76
|
)
|
|
$
|
1,724
|
|
Volume and mix
|
15
|
|
|
(85
|
)
|
|
25
|
|
|
(45
|
)
|
||||
Currency
|
(15
|
)
|
|
(17
|
)
|
|
—
|
|
|
(32
|
)
|
||||
Electronics Acquisition
|
665
|
|
|
—
|
|
|
—
|
|
|
665
|
|
||||
YFVE consolidation
|
291
|
|
|
—
|
|
|
—
|
|
|
291
|
|
||||
Other
|
(25
|
)
|
|
8
|
|
|
—
|
|
|
(17
|
)
|
||||
December 31, 2014
|
$
|
2,386
|
|
|
$
|
251
|
|
|
$
|
(51
|
)
|
|
$
|
2,586
|
|
|
Electronics
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
December 31, 2013
|
$
|
1,295
|
|
|
$
|
310
|
|
|
$
|
(76
|
)
|
|
$
|
1,529
|
|
Material
|
532
|
|
|
(38
|
)
|
|
25
|
|
|
519
|
|
||||
Freight and duty
|
19
|
|
|
(6
|
)
|
|
—
|
|
|
13
|
|
||||
Labor and overhead
|
87
|
|
|
(14
|
)
|
|
—
|
|
|
73
|
|
||||
Engineering
|
112
|
|
|
(1
|
)
|
|
—
|
|
|
111
|
|
||||
Depreciation and amortization
|
20
|
|
|
3
|
|
|
—
|
|
|
23
|
|
||||
Other
|
(3
|
)
|
|
(19
|
)
|
|
—
|
|
|
(22
|
)
|
||||
December 31, 2014
|
$
|
2,062
|
|
|
$
|
235
|
|
|
$
|
(51
|
)
|
|
$
|
2,246
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Electronics
|
$
|
221
|
|
|
$
|
121
|
|
|
$
|
100
|
|
Other
|
6
|
|
|
19
|
|
|
(13
|
)
|
|||
Total Segment Adjusted EBITDA
|
227
|
|
|
140
|
|
|
87
|
|
|||
Reconciling Item:
|
|
|
|
|
|
||||||
Corporate
|
(50
|
)
|
|
(59
|
)
|
|
9
|
|
|||
Total consolidated
|
$
|
177
|
|
|
$
|
81
|
|
|
$
|
96
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
December 31, 2013
|
$
|
121
|
|
|
$
|
19
|
|
|
$
|
140
|
|
Volume and mix
|
127
|
|
|
(17
|
)
|
|
110
|
|
|||
Currency
|
(11
|
)
|
|
(13
|
)
|
|
(24
|
)
|
|||
Other
|
(16
|
)
|
|
17
|
|
|
1
|
|
|||
December 31, 2014
|
$
|
221
|
|
|
$
|
6
|
|
|
227
|
|
|
Reconciling Item:
|
|
|
|
|
|
||||||
Corporate
|
|
|
|
|
(50
|
)
|
|||||
Total
|
|
|
|
|
$
|
177
|
|
|
|
|
Weighted Average
Interest Rate
|
|
Carrying Value
|
||||||||
|
Maturity
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
|
|
(Dollars in Millions)
|
||||||
Short-term debt:
|
|
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt
|
|
|
4.6%
|
|
3.5%
|
|
$
|
3
|
|
|
$
|
8
|
|
Short-term borrowings
|
|
|
2.4%
|
|
3.6%
|
|
34
|
|
|
21
|
|
||
Total short-term debt
|
|
|
|
|
|
|
$
|
37
|
|
|
$
|
29
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||
Term facility due April 9, 2021
|
2021
|
|
3.5%
|
|
3.5%
|
|
$
|
346
|
|
|
$
|
583
|
|
Other
|
2015-2019
|
|
4.1%
|
|
4.2%
|
|
1
|
|
|
4
|
|
||
Total long-term debt
|
|
|
|
|
|
|
$
|
347
|
|
|
$
|
587
|
|
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
2021 & After
|
||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||
Debt, including capital leases
|
$
|
384
|
|
|
$
|
37
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
346
|
|
Purchase obligations
|
108
|
|
|
55
|
|
|
35
|
|
|
17
|
|
|
1
|
|
|||||
Interest payments on long-term debt
|
68
|
|
|
12
|
|
|
25
|
|
|
27
|
|
|
4
|
|
|||||
Operating leases
|
148
|
|
|
23
|
|
|
33
|
|
|
27
|
|
|
65
|
|
|||||
Transaction obligations
|
83
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
791
|
|
|
$
|
210
|
|
|
$
|
94
|
|
|
$
|
71
|
|
|
$
|
416
|
|
•
|
Long-term rate of return on plan assets: The expected long-term rate of return is used to calculate net periodic pension cost. The required use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. Over time the expected long-term rate of return on plan assets is designed to approximate actual returns. The expected long-term rate of return for pension assets has been estimated based on various inputs, including historical returns for the different asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market returns, inflation and other variables.
|
•
|
Discount rate: The discount rate is used to calculate pension obligations. The discount rate assumption is based on market rates for a hypothetical portfolio of high-quality corporate bonds rated Aa or better with maturities closely matched to the timing of projected benefit payments for each plan at its annual measurement date. The Company used discount rates ranging from .8% to 12.7% to determine its pension and other benefit obligations as of
December 31, 2015
, including weighted average discount rates of 4.37% for U.S. pension plans, and 4.6% for non-U.S. pension plans.
|
•
|
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 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.
|
•
|
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, and in particular changes in Ford’s vehicle production volumes and platform mix.
|
•
|
Increases in commodity costs or disruptions in the supply of commodities, including steel, resins, aluminum, 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.
|
•
|
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.
|
•
|
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, 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.
|
•
|
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 or fuel prices and 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.
|
•
|
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.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page No.
|
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions, Except Per Share Amounts)
|
||||||||||
Sales
|
$
|
3,245
|
|
|
$
|
2,586
|
|
|
$
|
1,724
|
|
Cost of sales
|
2,815
|
|
|
2,246
|
|
|
1,529
|
|
|||
Gross margin
|
430
|
|
|
340
|
|
|
195
|
|
|||
Selling, general and administrative expenses
|
245
|
|
|
228
|
|
|
175
|
|
|||
Restructuring expense
|
36
|
|
|
54
|
|
|
21
|
|
|||
Interest expense
|
19
|
|
|
25
|
|
|
36
|
|
|||
Interest income
|
5
|
|
|
4
|
|
|
1
|
|
|||
Loss on debt extinguishment
|
5
|
|
|
23
|
|
|
2
|
|
|||
Equity in net income of non-consolidated affiliates
|
7
|
|
|
2
|
|
|
202
|
|
|||
Loss on divestiture
|
105
|
|
|
—
|
|
|
—
|
|
|||
Gain on non-consolidated affiliate transactions
|
62
|
|
|
2
|
|
|
470
|
|
|||
Other expense, net
|
25
|
|
|
61
|
|
|
23
|
|
|||
Income (loss) before income taxes
|
69
|
|
|
(43
|
)
|
|
611
|
|
|||
Provision for income taxes
|
27
|
|
|
32
|
|
|
56
|
|
|||
Net income (loss) from continuing operations
|
42
|
|
|
(75
|
)
|
|
555
|
|
|||
Net income (loss) from discontinued operations, net of tax
|
2,286
|
|
|
(131
|
)
|
|
220
|
|
|||
Net income (loss)
|
2,328
|
|
|
(206
|
)
|
|
775
|
|
|||
Net income attributable to non-controlling interests
|
44
|
|
|
89
|
|
|
85
|
|
|||
Net income (loss) attributable to Visteon Corporation
|
$
|
2,284
|
|
|
$
|
(295
|
)
|
|
$
|
690
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.52
|
|
|
$
|
(2.14
|
)
|
|
$
|
11.10
|
|
Discontinued operations
|
53.48
|
|
|
(4.30
|
)
|
|
2.70
|
|
|||
Basic earnings (loss) per share attributable to Visteon Corporation
|
$
|
54.00
|
|
|
$
|
(6.44
|
)
|
|
$
|
13.80
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.51
|
|
|
$
|
(2.14
|
)
|
|
$
|
10.86
|
|
Discontinued operations
|
52.12
|
|
|
(4.30
|
)
|
|
2.64
|
|
|||
Diluted earnings (loss) per share attributable to Visteon Corporation
|
$
|
52.63
|
|
|
$
|
(6.44
|
)
|
|
$
|
13.50
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Net income (loss)
|
$
|
2,328
|
|
|
$
|
(206
|
)
|
|
$
|
775
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(33
|
)
|
|
(130
|
)
|
|
(47
|
)
|
|||
Benefit plans, net of tax
(a)
|
121
|
|
|
(185
|
)
|
|
131
|
|
|||
Unrealized hedging gains (losses) and other, net of tax
(b)
|
8
|
|
|
(8
|
)
|
|
(10
|
)
|
|||
Other comprehensive income (loss), net of tax
|
96
|
|
|
(323
|
)
|
|
74
|
|
|||
Comprehensive income (loss)
|
2,424
|
|
|
(529
|
)
|
|
849
|
|
|||
Comprehensive income attributable to non-controlling interests
|
31
|
|
|
53
|
|
|
81
|
|
|||
Comprehensive income (loss) attributable to Visteon Corporation
|
$
|
2,393
|
|
|
$
|
(582
|
)
|
|
$
|
768
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
ASSETS
|
|||||||
Cash and equivalents
|
$
|
2,728
|
|
|
$
|
476
|
|
Short-term investments
|
47
|
|
|
—
|
|
||
Restricted cash
|
8
|
|
|
9
|
|
||
Accounts receivable, net
|
502
|
|
|
531
|
|
||
Inventories, net
|
187
|
|
|
208
|
|
||
Current assets held for sale
|
17
|
|
|
1,660
|
|
||
Other current assets
|
564
|
|
|
250
|
|
||
Total current assets
|
4,053
|
|
|
3,134
|
|
||
|
|
|
|
||||
Property and equipment, net
|
351
|
|
|
363
|
|
||
Intangible assets, net
|
133
|
|
|
156
|
|
||
Investments in non-consolidated affiliates
|
56
|
|
|
99
|
|
||
Non-current assets held for sale
|
—
|
|
|
1,426
|
|
||
Other non-current assets
|
89
|
|
|
145
|
|
||
Total assets
|
$
|
4,682
|
|
|
$
|
5,323
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|||||||
Distribution payable
|
$
|
1,751
|
|
|
$
|
—
|
|
Short-term debt, including current portion of long-term debt
|
37
|
|
|
29
|
|
||
Accounts payable
|
482
|
|
|
485
|
|
||
Accrued employee liabilities
|
132
|
|
|
114
|
|
||
Current liabilities held for sale
|
9
|
|
|
987
|
|
||
Other current liabilities
|
361
|
|
|
217
|
|
||
Total current liabilities
|
2,772
|
|
|
1,832
|
|
||
|
|
|
|
||||
Long-term debt
|
347
|
|
|
587
|
|
||
Employee benefits
|
268
|
|
|
489
|
|
||
Deferred tax liabilities
|
21
|
|
|
53
|
|
||
Non-current liabilities held for sale
|
—
|
|
|
432
|
|
||
Other non-current liabilities
|
75
|
|
|
109
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock (par value $0.01, 50 million shares authorized, none outstanding at December 31, 2015 and 2014)
|
—
|
|
|
—
|
|
||
Common stock (par value $0.01, 250 million shares authorized, 55 million and 54 million shares issued, 40 million and 44 million shares outstanding at December 31, 2015 and 2014, respectively)
|
1
|
|
|
1
|
|
||
Stock warrants
|
—
|
|
|
3
|
|
||
Additional paid-in capital
|
1,345
|
|
|
1,246
|
|
||
Retained earnings
|
1,194
|
|
|
661
|
|
||
Accumulated other comprehensive loss
|
(190
|
)
|
|
(299
|
)
|
||
Treasury stock
|
(1,293
|
)
|
|
(747
|
)
|
||
Total Visteon Corporation stockholders’ equity
|
1,057
|
|
|
865
|
|
||
Non-controlling interests
|
142
|
|
|
956
|
|
||
Total equity
|
1,199
|
|
|
1,821
|
|
||
Total liabilities and equity
|
$
|
4,682
|
|
|
$
|
5,323
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
2,328
|
|
|
$
|
(206
|
)
|
|
$
|
775
|
|
Adjustments to reconcile net income (loss) to net cash provided from operating activities:
|
|
|
|
|
|
||||||
Gain on Climate Transaction
|
(2,324
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on non-consolidated affiliate transactions
|
(62
|
)
|
|
(2
|
)
|
|
(470
|
)
|
|||
Depreciation and amortization
|
169
|
|
|
270
|
|
|
262
|
|
|||
Losses on divestitures and impairments
|
121
|
|
|
326
|
|
|
—
|
|
|||
Pension settlement gain
|
—
|
|
|
(23
|
)
|
|
—
|
|
|||
Equity in net income of non-consolidated affiliates, net of dividends remitted
|
1
|
|
|
10
|
|
|
(26
|
)
|
|||
Non-cash stock-based compensation
|
8
|
|
|
8
|
|
|
15
|
|
|||
Loss on debt extinguishment
|
5
|
|
|
23
|
|
|
2
|
|
|||
Other non-cash items
|
6
|
|
|
11
|
|
|
4
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
1
|
|
|
(121
|
)
|
|
(21
|
)
|
|||
Inventories
|
(20
|
)
|
|
(27
|
)
|
|
(49
|
)
|
|||
Accounts payable
|
33
|
|
|
22
|
|
|
103
|
|
|||
Accrued income taxes
|
6
|
|
|
14
|
|
|
(54
|
)
|
|||
Other assets and other liabilities
|
66
|
|
|
(21
|
)
|
|
(229
|
)
|
|||
Net cash provided from operating activities
|
338
|
|
|
284
|
|
|
312
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(187
|
)
|
|
(340
|
)
|
|
(269
|
)
|
|||
Short-term investments, net
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Loan to non-consolidated affiliate
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from Climate Transaction
|
2,664
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from asset sales and business divestitures
|
91
|
|
|
66
|
|
|
977
|
|
|||
Acquisition of businesses, net of cash acquired
|
(4
|
)
|
|
(311
|
)
|
|
(10
|
)
|
|||
Payments associated with business divestitures, net
|
(156
|
)
|
|
(147
|
)
|
|
—
|
|
|||
Other
|
7
|
|
|
(8
|
)
|
|
—
|
|
|||
Net cash provided from (used by) investing activities
|
2,358
|
|
|
(740
|
)
|
|
698
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Short-term debt, net
|
2
|
|
|
39
|
|
|
(20
|
)
|
|||
Proceeds from issuance of debt, net of issuance costs
|
—
|
|
|
619
|
|
|
204
|
|
|||
Principal payments on debt
|
(250
|
)
|
|
(18
|
)
|
|
(6
|
)
|
|||
Repurchase of common stock
|
(500
|
)
|
|
(500
|
)
|
|
(250
|
)
|
|||
Repurchase of long-term notes
|
—
|
|
|
(419
|
)
|
|
(52
|
)
|
|||
Dividends paid to non-controlling interests
|
(55
|
)
|
|
(97
|
)
|
|
(22
|
)
|
|||
Exercised warrants and stock options
|
40
|
|
|
17
|
|
|
5
|
|
|||
Stock based compensation tax withholding payments
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used by financing activities
|
(774
|
)
|
|
(359
|
)
|
|
(141
|
)
|
|||
Effect of exchange rate changes on cash and equivalents
|
(20
|
)
|
|
(35
|
)
|
|
(17
|
)
|
|||
Net increase (decrease) in cash and equivalents
|
1,902
|
|
|
(850
|
)
|
|
852
|
|
|||
Cash and equivalents at beginning of the year
|
827
|
|
|
1,677
|
|
|
825
|
|
|||
Cash and equivalents at end of the year
|
$
|
2,729
|
|
|
$
|
827
|
|
|
$
|
1,677
|
|
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
24
|
|
|
$
|
39
|
|
|
$
|
43
|
|
Cash paid for income taxes, net of refunds
|
$
|
67
|
|
|
$
|
130
|
|
|
$
|
291
|
|
|
Total Visteon Corporation Stockholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
|
Stock
Warrants
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total Visteon Corporation Stockholders' Equity
|
|
Non-Controlling Interests
|
|
Total Equity
|
||||||||||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||||||||||||||||||
December 31, 2012
|
$
|
1
|
|
|
$
|
10
|
|
|
$
|
1,269
|
|
|
$
|
266
|
|
|
$
|
(90
|
)
|
|
$
|
(71
|
)
|
|
$
|
1,385
|
|
|
$
|
756
|
|
|
$
|
2,141
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
690
|
|
|
—
|
|
|
—
|
|
|
690
|
|
|
85
|
|
|
775
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
|
(4
|
)
|
|
74
|
|
|||||||||
Stock-based compensation, net
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||||||
Repurchase of shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
(250
|
)
|
|
—
|
|
|
(250
|
)
|
|||||||||
Warrant exercises
|
—
|
|
|
(4
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|||||||||
Acquisition of business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|
138
|
|
|||||||||
December 31, 2013
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
1,291
|
|
|
$
|
956
|
|
|
$
|
(12
|
)
|
|
$
|
(322
|
)
|
|
$
|
1,920
|
|
|
$
|
953
|
|
|
$
|
2,873
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
89
|
|
|
(206
|
)
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(287
|
)
|
|
—
|
|
|
(287
|
)
|
|
(36
|
)
|
|
(323
|
)
|
|||||||||
Stock-based compensation, net
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||||||
Repurchase of shares of common stock
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
(437
|
)
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
|||||||||
Warrant exercises
|
—
|
|
|
(3
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
(89
|
)
|
|||||||||
Acquisition of business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
48
|
|
|||||||||
Business divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||||
December 31, 2014
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1,246
|
|
|
$
|
661
|
|
|
$
|
(299
|
)
|
|
$
|
(747
|
)
|
|
$
|
865
|
|
|
$
|
956
|
|
|
$
|
1,821
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,284
|
|
|
—
|
|
|
—
|
|
|
2,284
|
|
|
44
|
|
|
2,328
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
|
(13
|
)
|
|
96
|
|
|||||||||
Stock-based compensation, net
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
17
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||||||
Stock-based compensation tax windfall
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||||||
Repurchase of shares of common stock
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
|||||||||
Warrant exercises
|
—
|
|
|
(3
|
)
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||||||
Distribution payable
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,751
|
)
|
|
—
|
|
|
—
|
|
|
(1,751
|
)
|
|
—
|
|
|
(1,751
|
)
|
|||||||||
Cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
(60
|
)
|
|||||||||
Business divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(785
|
)
|
|
(785
|
)
|
|||||||||
December 31, 2015
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,345
|
|
|
$
|
1,194
|
|
|
$
|
(190
|
)
|
|
$
|
(1,293
|
)
|
|
$
|
1,057
|
|
|
$
|
142
|
|
|
$
|
1,199
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Transformation initiatives
|
$
|
25
|
|
|
$
|
22
|
|
|
$
|
25
|
|
Integration costs
|
14
|
|
|
18
|
|
|
—
|
|
|||
Transaction hedging and exchange (gain) loss
|
(15
|
)
|
|
10
|
|
|
—
|
|
|||
Impairments and loss on asset contributions
|
1
|
|
|
3
|
|
|
—
|
|
|||
Provision for losses on recoverable taxes
|
—
|
|
|
8
|
|
|
—
|
|
|||
UK Administration recovery
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
|
$
|
25
|
|
|
$
|
61
|
|
|
$
|
23
|
|
•
|
Developed technology intangible assets, which are amortized over average, estimated useful lives of approximately
7
years.
|
•
|
Customer-related intangible assets, which are amortized over average, estimated useful lives of approximately
10
years.
|
|
Year Ended December 31
|
||||||
|
2014
|
|
2013
|
||||
|
(Dollars in Millions, Unaudited)
|
||||||
Sales
|
$
|
3,282
|
|
|
$
|
3,028
|
|
Gross margin
|
$
|
408
|
|
|
$
|
337
|
|
(Loss) income from continuing operations before income taxes
|
$
|
(29
|
)
|
|
$
|
639
|
|
•
|
Fair value estimates for property and equipment were based on appraised values utilizing cost and market approaches.
|
•
|
Fair value estimates for contractually reimbursable engineering costs were based on discounted cash flows, which is an income model.
|
•
|
Fair values for intangible assets were based on a combination of market and income approaches, including the relief from royalty method.
|
|
|
(Dollars in Millions)
|
|
|
Purchase price
|
|
$
|
299
|
|
Cash acquired
|
|
(31
|
)
|
|
Purchase price net of cash acquired
|
|
$
|
268
|
|
|
|
|
||
Assets Acquired:
|
|
|
||
Accounts receivable
|
|
$
|
210
|
|
Inventories
|
|
100
|
|
|
Property and equipment
|
|
132
|
|
|
Contractually reimbursable engineering costs
|
|
77
|
|
|
Intangible assets
|
|
16
|
|
|
Other assets acquired
|
|
31
|
|
|
Total assets acquired
|
|
566
|
|
|
Liabilities Assumed:
|
|
|
||
Accounts payable
|
|
176
|
|
|
Other liabilities assumed
|
|
81
|
|
|
Total liabilities assumed
|
|
257
|
|
|
Non-controlling interests
|
|
41
|
|
|
Total purchase price allocation
|
|
$
|
268
|
|
•
|
Fair value estimates for property and equipment were based on appraised values utilizing cost and market approaches.
|
•
|
Fair value estimates for contractually reimbursable engineering costs were based on discounted cash flows, which is an income model.
|
•
|
Fair values for intangible assets were based on a combination of market and income approaches, including the relief from royalty method.
|
Purchase Price
|
|
$
|
46
|
|
|
|
|
||
Property and Equipment
|
|
$
|
30
|
|
Intangible Assets
|
|
8
|
|
|
Goodwill
|
|
8
|
|
|
Total purchase price allocation
|
|
$
|
46
|
|
|
|
|
||
Gross proceeds
|
(1)
|
$
|
3,423
|
|
Korea withholding tax
|
(2)
|
(377
|
)
|
|
Professional fees
|
(3)
|
(20
|
)
|
|
Korea security transaction tax
|
(4)
|
(17
|
)
|
|
Divested cash balances
|
(5)
|
(345
|
)
|
|
Net cash provided from investing activities
|
|
2,664
|
|
|
Net assets divested, excluding cash balances
|
(5)
|
(565
|
)
|
|
Information technology separation and service obligations
|
(6)
|
(53
|
)
|
|
Employee related charges
|
(7)
|
(45
|
)
|
|
Electronics business repurchase obligation
|
(8)
|
(50
|
)
|
|
Professional fees
|
(3)
|
(4
|
)
|
|
Korea withholding tax recoverable
|
(2)
|
377
|
|
|
Net gain on Climate Transaction
|
|
$
|
2,324
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Sales
|
$
|
2,199
|
|
|
$
|
5,757
|
|
|
$
|
5,715
|
|
Cost of sales
|
2,039
|
|
|
5,239
|
|
|
5,226
|
|
|||
Gross margin
|
160
|
|
|
518
|
|
|
489
|
|
|||
Selling, general and administrative expenses
|
77
|
|
|
194
|
|
|
192
|
|
|||
Gain on Climate Transaction
|
2,324
|
|
|
—
|
|
|
—
|
|
|||
Long-lived asset impairment
|
4
|
|
|
190
|
|
|
—
|
|
|||
Loss on interiors divestiture
|
12
|
|
|
136
|
|
|
—
|
|
|||
Restructuring expense
|
2
|
|
|
17
|
|
|
18
|
|
|||
Interest expense, net
|
2
|
|
|
7
|
|
|
4
|
|
|||
Equity in net income of non-consolidated affiliates
|
6
|
|
|
13
|
|
|
11
|
|
|||
Other expense
|
10
|
|
|
25
|
|
|
15
|
|
|||
Income (loss) from discontinued operations before income taxes
|
2,383
|
|
|
(38
|
)
|
|
271
|
|
|||
Provision for income taxes
|
97
|
|
|
93
|
|
|
51
|
|
|||
Net income (loss) from discontinued operations
|
2,286
|
|
|
(131
|
)
|
|
220
|
|
|||
Net income attributable to non-controlling interests
|
24
|
|
|
66
|
|
|
85
|
|
|||
Net income (loss) from discontinued operations attributable to Visteon
|
$
|
2,262
|
|
|
$
|
(197
|
)
|
|
$
|
135
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Depreciation and amortization
|
$
|
84
|
|
|
$
|
200
|
|
|
$
|
222
|
|
Asset impairments and losses on divestitures
|
$
|
16
|
|
|
$
|
326
|
|
|
$
|
—
|
|
Capital expenditures
|
$
|
81
|
|
|
$
|
244
|
|
|
$
|
213
|
|
|
November 1, 2013
|
||
|
(Dollars in Millions)
|
||
Cash paid for additional 11% interest in YFVE
|
$
|
58
|
|
Fair value of Visteon's previous 40% equity interest in YFVE
|
97
|
|
|
Fair value of 49% non-controlling interest in YFVE
|
138
|
|
|
Total YFVE purchase price
|
$
|
293
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Yanfeng Visteon Electronics (China) Investment Co., Ltd.
(50%)
|
$
|
23
|
|
|
$
|
33
|
|
Chongqing Changan Visteon Engine Control Systems Co., Ltd.
(50%)
|
13
|
|
|
16
|
|
||
Changchun FAWAY Auto Electronics Co., Ltd.
(50%)
|
7
|
|
|
6
|
|
||
OpenSynergy GMBH
(18.5%)
|
6
|
|
|
7
|
|
||
Yanfeng Visteon Jinqiao Automotive Trim Systems Co., Ltd.
|
—
|
|
|
31
|
|
||
Others
|
7
|
|
|
6
|
|
||
Total investments in non-consolidated affiliates
|
$
|
56
|
|
|
$
|
99
|
|
|
Year Ended December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Sales to affiliates
|
$
|
44
|
|
|
$
|
50
|
|
Purchases from affiliates
|
$
|
51
|
|
|
$
|
46
|
|
|
Electronics
|
|
Corporate
|
|
Other
|
|
Total
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
December 31, 2012
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
35
|
|
|
$
|
39
|
|
Expense
|
—
|
|
|
9
|
|
|
32
|
|
|
41
|
|
||||
Reversals
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
||||
Utilization
|
—
|
|
|
(9
|
)
|
|
(40
|
)
|
|
(49
|
)
|
||||
December 31, 2013
|
—
|
|
|
3
|
|
|
26
|
|
|
29
|
|
||||
Expense
|
37
|
|
|
1
|
|
|
33
|
|
|
71
|
|
||||
Utilization
|
(6
|
)
|
|
(4
|
)
|
|
(46
|
)
|
|
(56
|
)
|
||||
Business divestiture
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Foreign currency
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
||||
December 31, 2014
|
30
|
|
|
—
|
|
|
9
|
|
|
39
|
|
||||
Expense
|
36
|
|
|
4
|
|
|
2
|
|
|
42
|
|
||||
Reversals
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Utilization
|
(29
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(34
|
)
|
||||
Business divestiture
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Foreign currency
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
||||
December 31, 2015
|
$
|
31
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
38
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Raw materials
|
$
|
90
|
|
|
$
|
103
|
|
Work-in-process
|
53
|
|
|
43
|
|
||
Finished products
|
44
|
|
|
62
|
|
||
|
$
|
187
|
|
|
$
|
208
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Recoverable taxes
|
$
|
425
|
|
|
$
|
78
|
|
Joint venture receivables
|
44
|
|
|
52
|
|
||
Contractually reimbursable engineering costs
|
34
|
|
|
36
|
|
||
Prepaid assets and deposits
|
28
|
|
|
30
|
|
||
Notes receivable
|
21
|
|
|
—
|
|
||
Deferred tax assets
|
—
|
|
|
20
|
|
||
Non-trade receivables
|
—
|
|
|
28
|
|
||
Other
|
12
|
|
|
6
|
|
||
|
$
|
564
|
|
|
$
|
250
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Deferred tax assets
|
$
|
34
|
|
|
$
|
23
|
|
Recoverable taxes
|
20
|
|
|
58
|
|
||
Contractually reimbursable engineering costs
|
4
|
|
|
31
|
|
||
Long term notes receivable
|
13
|
|
|
7
|
|
||
Other
|
18
|
|
|
26
|
|
||
|
$
|
89
|
|
|
$
|
145
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Land
|
$
|
15
|
|
|
$
|
17
|
|
Buildings and improvements
|
64
|
|
|
66
|
|
||
Machinery, equipment and other
|
353
|
|
|
337
|
|
||
Construction in progress
|
75
|
|
|
64
|
|
||
Total property and equipment
|
507
|
|
|
484
|
|
||
Accumulated depreciation
|
(170
|
)
|
|
(136
|
)
|
||
|
337
|
|
|
348
|
|
||
Product tooling, net of amortization
|
14
|
|
|
15
|
|
||
Property and equipment, net
|
$
|
351
|
|
|
$
|
363
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Estimated Weighted Average Useful Life (years)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
|
|
|
(Dollars in Millions)
|
||||||||||||||||||||||
Definite-Lived:
|
|
|
|||||||||||||||||||||||
Developed technology
|
7
|
|
$
|
39
|
|
|
$
|
20
|
|
|
$
|
19
|
|
|
$
|
39
|
|
|
$
|
13
|
|
|
$
|
26
|
|
Customer related
|
10
|
|
84
|
|
|
17
|
|
|
67
|
|
|
87
|
|
|
10
|
|
|
77
|
|
||||||
Other
|
32
|
|
8
|
|
|
1
|
|
|
7
|
|
|
8
|
|
|
1
|
|
|
7
|
|
||||||
Subtotal
|
|
|
131
|
|
|
38
|
|
|
93
|
|
|
134
|
|
|
24
|
|
|
110
|
|
||||||
Indefinite-Lived:
|
|
|
|||||||||||||||||||||||
Goodwill
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||||
Total
|
|
|
$
|
171
|
|
|
$
|
38
|
|
|
$
|
133
|
|
|
$
|
180
|
|
|
$
|
24
|
|
|
$
|
156
|
|
|
Definite-lived intangibles
|
|
Indefinite-lived intangibles
|
|
|
|||||||||||||||
|
Developed Technology
|
|
Customer Related
|
|
Other
|
|
Goodwill
|
|
Total
|
|||||||||||
|
(Dollars in Millions)
|
|||||||||||||||||||
Electronics:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2013
|
$
|
14
|
|
|
$
|
89
|
|
|
$
|
8
|
|
|
|
$
|
51
|
|
|
$
|
162
|
|
Additions
|
16
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
16
|
|
|||||
Foreign currency
|
3
|
|
|
(5
|
)
|
|
(1
|
)
|
|
|
(1
|
)
|
|
(4
|
)
|
|||||
Amortization
|
(7
|
)
|
|
(7
|
)
|
|
—
|
|
|
|
—
|
|
|
(14
|
)
|
|||||
YFVE purchase adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||
December 31, 2014
|
$
|
26
|
|
|
$
|
77
|
|
|
$
|
7
|
|
|
|
$
|
46
|
|
|
$
|
156
|
|
Foreign currency
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
|
(4
|
)
|
|
(6
|
)
|
|||||
Amortization
|
(7
|
)
|
|
(8
|
)
|
|
—
|
|
|
|
—
|
|
|
(15
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
December 31, 2015
|
$
|
19
|
|
|
$
|
67
|
|
|
$
|
7
|
|
|
|
$
|
40
|
|
|
$
|
133
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Income taxes payable
|
$
|
63
|
|
|
$
|
11
|
|
Electronics operations repurchase commitment
|
50
|
|
|
—
|
|
||
Restructuring reserves
|
38
|
|
|
39
|
|
||
Information technology separation and service obligations
|
36
|
|
|
10
|
|
||
Rent and royalties
|
33
|
|
|
24
|
|
||
Contribution payable
|
33
|
|
|
—
|
|
||
Product warranty and recall accruals
|
26
|
|
|
11
|
|
||
Non-income taxes payable
|
20
|
|
|
13
|
|
||
Joint venture payables
|
18
|
|
|
22
|
|
||
Deferred income
|
11
|
|
|
14
|
|
||
Foreign currency hedges
|
—
|
|
|
15
|
|
||
Deferred income taxes
|
—
|
|
|
3
|
|
||
Non-trade payables
|
—
|
|
|
24
|
|
||
Other
|
33
|
|
|
31
|
|
||
|
$
|
361
|
|
|
$
|
217
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Income tax reserves
|
$
|
25
|
|
|
$
|
45
|
|
Deferred income
|
15
|
|
|
20
|
|
||
Product warranty and recall accruals
|
12
|
|
|
10
|
|
||
Non-income tax reserves
|
10
|
|
|
19
|
|
||
Other
|
13
|
|
|
15
|
|
||
|
$
|
75
|
|
|
$
|
109
|
|
|
|
|
Weighted Average
Interest Rate
|
|
Carrying Value
|
||||||||
|
Maturity
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
|
|
(Dollars in Millions)
|
||||||
Short-Term Debt:
|
|
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt
|
|
|
4.6%
|
|
3.5%
|
|
$
|
3
|
|
|
$
|
8
|
|
Short-term borrowings
|
|
|
2.4%
|
|
3.6%
|
|
34
|
|
|
21
|
|
||
|
|
|
|
|
|
|
$
|
37
|
|
|
$
|
29
|
|
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
||||
Term facility due April 9, 2021
|
2021
|
|
3.5%
|
|
3.5%
|
|
$
|
346
|
|
|
$
|
583
|
|
Other
|
2015-2018
|
|
4.1%
|
|
4.2%
|
|
1
|
|
|
4
|
|
||
|
|
|
|
|
|
|
$
|
347
|
|
|
$
|
587
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||||||
Costs Recognized in Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
25
|
|
|
$
|
23
|
|
Interest cost
|
34
|
|
|
43
|
|
|
47
|
|
|
19
|
|
|
31
|
|
|
27
|
|
||||||
Expected return on plan assets
|
(42
|
)
|
|
(54
|
)
|
|
(62
|
)
|
|
(17
|
)
|
|
(22
|
)
|
|
(18
|
)
|
||||||
Amortization of losses and other
|
1
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
3
|
|
|
3
|
|
||||||
Settlements and curtailments
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
||||||
Net pension (income) expense
|
$
|
(7
|
)
|
|
$
|
(34
|
)
|
|
$
|
(15
|
)
|
|
$
|
24
|
|
|
$
|
35
|
|
|
$
|
34
|
|
Weighted Average Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Discount rate
|
4.00
|
%
|
|
4.75
|
%
|
|
3.95
|
%
|
|
3.17
|
%
|
|
4.30
|
%
|
|
4.10
|
%
|
||||||
Compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
3.49
|
%
|
|
3.55
|
%
|
|
3.45
|
%
|
||||||
Long-term return on assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
4.87
|
%
|
|
5.10
|
%
|
|
4.75
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation — beginning
|
$
|
864
|
|
|
$
|
1,081
|
|
|
$
|
617
|
|
|
$
|
701
|
|
Service cost
|
—
|
|
|
—
|
|
|
14
|
|
|
25
|
|
||||
Interest cost
|
34
|
|
|
43
|
|
|
19
|
|
|
31
|
|
||||
Actuarial (gain) loss
|
(51
|
)
|
|
152
|
|
|
(11
|
)
|
|
136
|
|
||||
Settlements and curtailments
|
—
|
|
|
(354
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||
Foreign exchange translation
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
(83
|
)
|
||||
Divestitures
|
—
|
|
|
—
|
|
|
(312
|
)
|
|
(3
|
)
|
||||
Benefits paid and other
|
(44
|
)
|
|
(58
|
)
|
|
(15
|
)
|
|
(21
|
)
|
||||
Benefit obligation including amounts held for sale — ending
|
803
|
|
|
864
|
|
|
231
|
|
|
782
|
|
||||
Less: Amounts held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
||||
Benefit obligation — ending
|
$
|
803
|
|
|
$
|
864
|
|
|
$
|
231
|
|
|
$
|
617
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
||||||
Plan assets — beginning
|
$
|
676
|
|
|
$
|
960
|
|
|
$
|
351
|
|
|
$
|
434
|
|
Actual return on plan assets
|
(28
|
)
|
|
127
|
|
|
9
|
|
|
45
|
|
||||
Sponsor contributions
|
—
|
|
|
2
|
|
|
22
|
|
|
43
|
|
||||
Settlements
|
—
|
|
|
(354
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign exchange translation
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(44
|
)
|
||||
Divestitures
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
(1
|
)
|
||||
Benefits paid and other
|
(44
|
)
|
|
(59
|
)
|
|
(15
|
)
|
|
(21
|
)
|
||||
Plan assets including amounts held for sale — ending
|
604
|
|
|
676
|
|
|
174
|
|
|
456
|
|
||||
Less: Amounts held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
||||
Plan assets — ending
|
$
|
604
|
|
|
$
|
676
|
|
|
$
|
174
|
|
|
$
|
351
|
|
Total funded status at end of period, continuing operations
|
$
|
(199
|
)
|
|
$
|
(188
|
)
|
|
$
|
(57
|
)
|
|
$
|
(266
|
)
|
Balance Sheet Classification:
|
|
|
|
|
|
|
|
|
|
||||||
Other non-current assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Accrued employee liabilities
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
||||
Employee benefits
|
(196
|
)
|
|
(188
|
)
|
|
(58
|
)
|
|
(265
|
)
|
||||
Non-current liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
22
|
|
|
4
|
|
|
23
|
|
|
182
|
|
||||
Tax effects/other
|
|
|
|
(1
|
)
|
|
(9
|
)
|
|
(29
|
)
|
||||
|
$
|
22
|
|
|
$
|
3
|
|
|
$
|
14
|
|
|
$
|
153
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
Weighted Average Assumptions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Discount rate
|
|
4.37
|
%
|
|
4.00
|
%
|
|
4.60
|
%
|
|
3.20
|
%
|
Expected rate of return on assets
|
|
7.00
|
%
|
|
7.00
|
%
|
|
4.87
|
%
|
|
4.70
|
%
|
Rate of increase in compensation
|
|
N/A
|
|
|
N/A
|
|
|
3.70
|
%
|
|
3.30
|
%
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Actuarial loss (gain)
|
$
|
18
|
|
|
$
|
79
|
|
|
$
|
(4
|
)
|
|
$
|
113
|
|
Prior service credit
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Deferred taxes
|
—
|
|
|
—
|
|
|
3
|
|
|
(8
|
)
|
||||
Currency/other
|
1
|
|
|
—
|
|
|
(18
|
)
|
|
(24
|
)
|
||||
Reclassification to net income
|
—
|
|
|
23
|
|
|
(7
|
)
|
|
(3
|
)
|
||||
Divestitures
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
||||
|
$
|
19
|
|
|
$
|
103
|
|
|
$
|
(139
|
)
|
|
$
|
78
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||
|
(Dollars in Millions)
|
||||||
2016
|
$
|
48
|
|
|
$
|
9
|
|
2017
|
44
|
|
|
5
|
|
||
2018
|
45
|
|
|
5
|
|
||
2019
|
45
|
|
|
6
|
|
||
2020
|
45
|
|
|
7
|
|
||
Years 2021 - 2025
|
208
|
|
|
50
|
|
|
Target Allocation
|
|
Percentage of Plan Assets
|
||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
||||||||||
|
2016
|
|
2016
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
Equity securities
|
33
|
%
|
|
23
|
%
|
|
33
|
%
|
|
34
|
%
|
|
34
|
%
|
|
21
|
%
|
Fixed income
|
22
|
%
|
|
61
|
%
|
|
22
|
%
|
|
21
|
%
|
|
55
|
%
|
|
67
|
%
|
Alternative strategies
|
45
|
%
|
|
9
|
%
|
|
44
|
%
|
|
44
|
%
|
|
8
|
%
|
|
8
|
%
|
Cash
|
—
|
%
|
|
7
|
%
|
|
1
|
%
|
|
1
|
%
|
|
3
|
%
|
|
4
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
For equity settled stock-based compensation instruments, compensation cost is measured based on grant date fair value of the award and is recognized over the applicable service period. For equity settled stock-based compensation instruments, the delivery of Company shares may be on a gross settlement basis or on a net settlement basis, as determined by the recipient. The Company's policy is to deliver such shares using treasury shares or issuing new shares.
|
•
|
Cash settled stock-based compensation instruments are subject to liability accounting. At the end of each reporting period, the vested portion of the obligation for cash settled stock-based compensation instruments is adjusted to fair value based on the period-ending market prices of the Company's common stock. Related compensation expense is recognized based on changes to the fair value over the applicable service period.
|
|
Year Ended December 31
|
|
Unrecognized Stock-Based Compensation Expense
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
December 31, 2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Performance based share units
|
$
|
12
|
|
|
$
|
14
|
|
|
$
|
13
|
|
|
$
|
4
|
|
Restricted stock units
|
4
|
|
|
6
|
|
|
12
|
|
|
4
|
|
||||
Stock options
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Restricted stock awards
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Stock appreciation rights
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
||||
Total stock-based compensation expense
|
$
|
17
|
|
|
$
|
21
|
|
|
$
|
29
|
|
|
$
|
9
|
|
|
Year Ended December 31
|
||||
|
2015
|
|
2014
|
||
Expected volatility
|
33.0
|
%
|
|
39.6
|
%
|
Risk-free rate
|
0.95
|
%
|
|
0.79
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
PSUs
|
|
Weighted Average Grant Date Fair Value
|
|||
|
||||||
|
(In Thousands)
|
|
|
|||
Non-vested at December 31, 2012
|
1,254
|
|
|
$
|
33.32
|
|
Forfeited
|
(265
|
)
|
|
32.33
|
|
|
Non-vested at December 31, 2013
|
989
|
|
|
33.59
|
|
|
Granted
|
30
|
|
|
90.45
|
|
|
Forfeited
|
(25
|
)
|
|
35.92
|
|
|
Non-vested at December 31, 2014
|
994
|
|
|
35.25
|
|
|
Granted
|
44
|
|
|
104.81
|
|
|
Vested
|
(255
|
)
|
|
36.57
|
|
|
Forfeited
|
(121
|
)
|
|
43.21
|
|
|
Non-vested at December 31, 2015
|
662
|
|
|
$
|
37.92
|
|
|
RSAs
|
|
RSUs
|
|
Weighted Average Grant Date Fair Value
|
||||
|
(In Thousands)
|
|
|
||||||
Non-vested at December 31, 2012
|
228
|
|
|
403
|
|
|
$
|
51.20
|
|
Granted
|
—
|
|
|
19
|
|
|
74.55
|
|
|
Vested
|
(199
|
)
|
|
(200
|
)
|
|
54.76
|
|
|
Forfeited
|
(10
|
)
|
|
(61
|
)
|
|
44.88
|
|
|
Non-vested at December 31, 2013
|
19
|
|
|
161
|
|
|
48.26
|
|
|
Granted
|
—
|
|
|
16
|
|
|
84.58
|
|
|
Vested
|
(10
|
)
|
|
(80
|
)
|
|
53.68
|
|
|
Forfeited
|
—
|
|
|
(6
|
)
|
|
52.49
|
|
|
Non-vested at December 31, 2014
|
9
|
|
|
91
|
|
|
54.64
|
|
|
Granted
|
—
|
|
|
55
|
|
|
103.66
|
|
|
Vested
|
(9
|
)
|
|
(50
|
)
|
|
54.47
|
|
|
Forfeited
|
—
|
|
|
(10
|
)
|
|
71.33
|
|
|
Non-vested at December 31, 2015
|
—
|
|
|
86
|
|
|
$
|
84.26
|
|
|
Stock Options
|
|
SARs
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||
Expected term (in years)
|
5.00
|
|
|
5.00
|
|
|
N/A
|
|
4.41
|
|
|
5.00
|
|
|
4.45
|
|
Expected volatility
|
38.19
|
%
|
|
43.61
|
%
|
|
N/A
|
|
37.19
|
%
|
|
43.61
|
%
|
|
42.14
|
%
|
Risk-free interest rate
|
1.60
|
%
|
|
1.72
|
%
|
|
N/A
|
|
1.63
|
%
|
|
1.72
|
%
|
|
1.51
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
N/A
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|
SARs
|
|
Weighted Average
Exercise Price
|
||||||
|
(In Thousands)
|
|
|
|
(In Thousands)
|
|
|
||||||
December 31, 2012
|
362
|
|
|
$
|
67.13
|
|
|
98
|
|
|
$
|
68.36
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(36
|
)
|
|
55.88
|
|
|
(3
|
)
|
|
61.42
|
|
||
Forfeited or expired
|
(120
|
)
|
|
67.81
|
|
|
(19
|
)
|
|
66.80
|
|
||
December 31, 2013
|
206
|
|
|
68.74
|
|
|
76
|
|
|
69.06
|
|
||
Granted
|
32
|
|
|
84.67
|
|
|
11
|
|
|
84.67
|
|
||
Exercised
|
(160
|
)
|
|
70.88
|
|
|
(40
|
)
|
|
71.15
|
|
||
Forfeited or expired
|
(4
|
)
|
|
66.75
|
|
|
(1
|
)
|
|
76.28
|
|
||
December 31, 2014
|
74
|
|
|
71.22
|
|
|
46
|
|
|
70.46
|
|
||
Granted
|
54
|
|
|
102.59
|
|
|
9
|
|
|
101.58
|
|
||
Exercised
|
(71
|
)
|
|
71.12
|
|
|
(38
|
)
|
|
69.81
|
|
||
Forfeited or expired
|
(9
|
)
|
|
101.58
|
|
|
(2
|
)
|
|
98.46
|
|
||
December 31, 2015
|
48
|
|
|
101.40
|
|
|
15
|
|
|
$
|
86.35
|
|
|
|
|
|
|
|
|
|
|
||||||
Exercisable at December 31, 2015
|
2
|
|
|
$
|
74.29
|
|
|
8
|
|
|
$
|
72.76
|
|
|
|
Stock Options and SARs Outstanding
|
|||||||
Exercise Price
|
|
Number Outstanding
|
|
Weighted
Average
Remaining Life
|
|
Weighted
Average
Exercise Price
|
|||
|
|
(In Thousands)
|
|
(In Years)
|
|
|
|||
$50.01 - $70.00
|
|
2
|
|
|
6.17
|
|
$
|
53.57
|
|
$70.01 - $90.00
|
|
8
|
|
|
5.20
|
|
$
|
77.99
|
|
$90.01 - $110.00
|
|
53
|
|
|
6.37
|
|
$
|
102.62
|
|
|
|
63
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Income (Loss) Before Income Taxes:
(a)
|
|
|
|
|
|
||||||
U.S
|
$
|
(69
|
)
|
|
$
|
(76
|
)
|
|
$
|
(98
|
)
|
Non-U.S
|
131
|
|
|
31
|
|
|
507
|
|
|||
Total income before income taxes
|
$
|
62
|
|
|
$
|
(45
|
)
|
|
$
|
409
|
|
Current Tax Provision:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-U.S
|
71
|
|
|
45
|
|
|
96
|
|
|||
U.S. state and local
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total current tax provision
|
53
|
|
|
45
|
|
|
96
|
|
|||
Deferred Tax Provision (Benefit):
|
|
|
|
|
|
||||||
U.S. federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-U.S
|
(26
|
)
|
|
(13
|
)
|
|
(40
|
)
|
|||
Total deferred tax provision (benefit)
|
(26
|
)
|
|
(13
|
)
|
|
(40
|
)
|
|||
Provision for income taxes
|
$
|
27
|
|
|
$
|
32
|
|
|
$
|
56
|
|
|
|
|
|
|
|
||||||
(a)
Income (loss) before income taxes excludes equity in net income of non-consolidated affiliates.
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Income before income taxes, excluding equity in net income of non-consolidated affiliates, at U.S. statutory rate of 35%
|
$
|
22
|
|
|
$
|
(16
|
)
|
|
$
|
143
|
|
Impact of foreign operations
|
32
|
|
|
36
|
|
|
(14
|
)
|
|||
State and local income taxes
|
1
|
|
|
11
|
|
|
(1
|
)
|
|||
Tax reserve adjustments
|
(9
|
)
|
|
8
|
|
|
(38
|
)
|
|||
Change in valuation allowance
|
(53
|
)
|
|
(8
|
)
|
|
52
|
|
|||
Germany interiors divestiture
|
48
|
|
|
—
|
|
|
—
|
|
|||
Impact of tax law change
|
2
|
|
|
—
|
|
|
(29
|
)
|
|||
Yanfeng transactions
|
1
|
|
|
—
|
|
|
(58
|
)
|
|||
Tax benefits allocated to loss from continuing operations
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
1
|
|
|
1
|
|
|
1
|
|
|||
Provision for income taxes
|
$
|
27
|
|
|
$
|
32
|
|
|
$
|
56
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Deferred Tax Assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
96
|
|
|
$
|
130
|
|
Capitalized expenditures for tax reporting
|
26
|
|
|
36
|
|
||
Net operating losses and credit carryforwards
|
1,422
|
|
|
1,385
|
|
||
Fixed assets and intangibles
|
17
|
|
|
3
|
|
||
All other
|
140
|
|
|
230
|
|
||
Valuation allowance
|
(1,498
|
)
|
|
(1,687
|
)
|
||
Total deferred tax assets
|
$
|
203
|
|
|
$
|
97
|
|
Deferred Tax Liabilities:
|
|
|
|
||||
Fixed assets and intangibles
|
$
|
24
|
|
|
$
|
84
|
|
Investment in foreign affiliates, including withholding tax
|
159
|
|
|
36
|
|
||
All other
|
7
|
|
|
21
|
|
||
Total deferred tax liabilities
|
$
|
190
|
|
|
$
|
141
|
|
Net deferred tax assets (liabilities)
|
$
|
13
|
|
|
$
|
(44
|
)
|
Consolidated Balance Sheet Classification:
|
|
|
|
||||
Other current assets
|
$
|
—
|
|
|
$
|
20
|
|
Other current assets held for sale
|
—
|
|
|
21
|
|
||
Other non-current assets
|
34
|
|
|
23
|
|
||
Other non-current assets held for sale
|
—
|
|
|
17
|
|
||
Other current liabilities
|
—
|
|
|
3
|
|
||
Other current liabilities held for sale
|
—
|
|
|
2
|
|
||
Deferred tax liabilities non-current
|
21
|
|
|
53
|
|
||
Deferred tax liabilities non-current held for sale
|
—
|
|
|
67
|
|
||
Net deferred tax assets (liabilities)
|
$
|
13
|
|
|
$
|
(44
|
)
|
|
Year Ended December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Beginning balance
|
$
|
60
|
|
|
$
|
73
|
|
Tax positions related to current period
|
|
|
|
||||
Additions
|
3
|
|
|
8
|
|
||
Tax positions related to prior periods
|
|
|
|
||||
Additions
|
12
|
|
|
8
|
|
||
Reductions
|
(35
|
)
|
|
(25
|
)
|
||
Settlements with tax authorities
|
(1
|
)
|
|
(1
|
)
|
||
Lapses in statute of limitations
|
(2
|
)
|
|
(2
|
)
|
||
Effect of exchange rate changes
|
—
|
|
|
(1
|
)
|
||
Ending balance
|
$
|
37
|
|
|
$
|
60
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
HVCC
|
$
|
—
|
|
|
$
|
798
|
|
YFVE
|
100
|
|
|
118
|
|
||
SVAE
|
41
|
|
|
39
|
|
||
Other
|
1
|
|
|
1
|
|
||
Total non-controlling interests
|
$
|
142
|
|
|
$
|
956
|
|
|
Year Ended December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Changes in AOCI:
|
|
|
|
||||
Beginning balance
|
$
|
(299
|
)
|
|
$
|
(12
|
)
|
Other comprehensive loss before reclassification, net of tax
|
(73
|
)
|
|
(247
|
)
|
||
Amounts reclassified from AOCI
|
(10
|
)
|
|
(40
|
)
|
||
Divestitures
|
192
|
|
|
—
|
|
||
Ending balance
|
$
|
(190
|
)
|
|
$
|
(299
|
)
|
|
|
|
|
||||
Changes in AOCI by component:
|
|
|
|||||
Foreign currency translation adjustments
|
|
|
|
||||
Beginning balance
|
$
|
(138
|
)
|
|
$
|
(37
|
)
|
Other comprehensive loss before reclassification, net of tax (a)
|
(96
|
)
|
|
(100
|
)
|
||
Amounts reclassified from AOCI
|
(1
|
)
|
|
(1
|
)
|
||
Divestitures (b)
|
80
|
|
|
—
|
|
||
Ending balance
|
(155
|
)
|
|
(138
|
)
|
||
Benefit plans
|
|
|
|
||||
Beginning balance
|
(156
|
)
|
|
25
|
|
||
Other comprehensive income (loss) before reclassification, net of tax (a)
|
—
|
|
|
(161
|
)
|
||
Amounts reclassified from AOCI (c)
|
7
|
|
|
(20
|
)
|
||
Divestitures (b)
|
113
|
|
|
—
|
|
||
Ending balance
|
(36
|
)
|
|
(156
|
)
|
||
Unrealized hedging gain (loss)
|
|
|
|
||||
Beginning balance
|
(5
|
)
|
|
—
|
|
||
Other comprehensive income before reclassification, net of tax (d)
|
23
|
|
|
14
|
|
||
Amounts reclassified from AOCI (e)
|
(16
|
)
|
|
(19
|
)
|
||
Divestitures (b)
|
(1
|
)
|
|
—
|
|
||
Ending balance
|
1
|
|
|
(5
|
)
|
||
AOCI ending balance
|
$
|
(190
|
)
|
|
$
|
(299
|
)
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In Millions, Except Per Share Amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations attributable to Visteon
|
$
|
22
|
|
|
$
|
(98
|
)
|
|
$
|
555
|
|
Net income (loss) from discontinued operations attributable to Visteon
|
2,262
|
|
|
(197
|
)
|
|
135
|
|
|||
Net income (loss) attributable to Visteon
|
$
|
2,284
|
|
|
$
|
(295
|
)
|
|
$
|
690
|
|
Denominator:
|
|
|
|
|
|
||||||
Average common stock outstanding - basic
|
42.3
|
|
|
45.8
|
|
|
50.0
|
|
|||
Dilutive effect of warrants and PSUs
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|||
Diluted shares
|
43.4
|
|
|
45.8
|
|
|
51.1
|
|
|||
|
|
|
|
|
|
||||||
Basic and Diluted Per Share Data:
|
|
|
|
|
|
||||||
Basic earnings (loss) per share attributable to Visteon:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.52
|
|
|
$
|
(2.14
|
)
|
|
$
|
11.10
|
|
Discontinued operations
|
53.48
|
|
|
(4.30
|
)
|
|
2.70
|
|
|||
|
$
|
54.00
|
|
|
$
|
(6.44
|
)
|
|
$
|
13.80
|
|
Diluted earnings (loss) per share attributable to Visteon:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.51
|
|
|
$
|
(2.14
|
)
|
|
$
|
10.86
|
|
Discontinued operations
|
52.12
|
|
|
(4.30
|
)
|
|
2.64
|
|
|||
|
$
|
52.63
|
|
|
$
|
(6.44
|
)
|
|
$
|
13.50
|
|
|
Year Ended December 31
|
|||||||||||||||
|
|
2014
|
|
2013
|
||||||||||||
|
|
(In Millions, Except Per Share Amounts)
|
||||||||||||||
Number of warrants
|
|
1.3
|
|
|
—
|
|
||||||||||
Exercise price
|
|
$
|
58.80
|
|
|
$
|
—
|
|
||||||||
Number of performance stock units
|
|
1.0
|
|
|
0.1
|
|
||||||||||
Number of stock options
|
|
0.1
|
|
|
0.2
|
|
||||||||||
Exercise price
|
|
$
|
53.48
|
|
-
|
$
|
84.67
|
|
|
$
|
44.55
|
|
-
|
$
|
74.08
|
|
•
|
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.
|
|
|
December 31, 2015
|
||||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(Dollars in Millions)
|
||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
||||||||
Retirement plan assets
|
|
$
|
270
|
|
|
$
|
377
|
|
|
$
|
131
|
|
|
$
|
778
|
|
Foreign currency instruments
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Liability Category:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency instruments
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest rate swaps
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(Dollars in Millions)
|
||||||||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
||||||||
Retirement plan assets
|
|
$
|
304
|
|
|
$
|
423
|
|
|
$
|
300
|
|
|
$
|
1,027
|
|
Foreign currency instruments
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Liability Category:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency instruments
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
•
|
Cash and cash equivalents represent assets that are immediately available or are highly liquid and not subject to significant market risk. These assets are comprised of short-term sovereign debt or high credit-quality money market securities held directly by the plan or via a registered investment fund and are categorized as Level 1. Cash and cash equivalent assets denominated in currencies other than the U.S. dollar are reflected in U.S. dollar terms at the exchange rate prevailing at the balance sheet dates.
|
•
|
Registered investment companies are mutual funds that are registered with the Securities and Exchange Commission. Mutual funds may invest in various types of securities or combinations thereof including equities, fixed income securities, and other assets that are subject to varying levels of market risk and are categorized as Level 1. The share prices for mutual funds are published at the close of each business day.
|
•
|
Treasury and government securities consist of debt securities issued by the U.S. and non-U.S. sovereign governments and agencies, thereof. Assets with a high degree of liquidity and frequent trading activity are categorized as Level 1 while others are valued by independent valuation firms that employ standard methodologies associated with valuing fixed-income securities and are categorized as Level 2.
|
•
|
Corporate debt securities consist of fixed income securities issued by corporations. Assets with a high degree of liquidity and frequent trading activity are categorized as Level 1 while others are valued by independent valuation firms that employ standard methodologies associated with valuing fixed-income securities and are categorized as Level 2.
|
•
|
Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds, including equities and fixed income securities, are generally publicly traded in regulated markets that provide readily available market prices and are categorized as Level 1. Funds for which the underlying assets do not have readily available market prices and are categorized as Level 2.
|
•
|
Liability Driven Investing (“LDI”) is an investment strategy that utilizes interest-rate swaps and other financial derivative instruments intended to hedge the changes in pension liabilities associated with changes in the actuarial discount rate as applied to the plan’s liabilities. The valuation methodology of the financial derivative instruments contained in this category of assets utilizes standard pricing models associated with fixed income derivative instruments and are categorized as Level 2.
|
•
|
Other investments include miscellaneous assets and liabilities and are primarily comprised of pending transactions and collateral settlements and are categorized as Level 2.
|
•
|
Global tactical asset allocation funds (“GTAA”) are common trust funds that are not publicly traded. GTAA investment managers have broad discretion to vary the funds allocation over time across many conventional as well as alternative asset classes in an attempt to exploit short-term mis-pricings among a global set of assets within specific strategy guidelines. The underlying assets in these funds may include equities or fixed-income securities transacted in active markets as well as other assets that have values less readily observable and may require valuation techniques that require inputs that not readily observable. Generally, monthly notice is required to redeem these funds. These assets are categorized as Level 3 and are generally valued based on their respective net asset values (or equivalent) as a practical expedient to estimate fair value due to the absence of readily available market prices.
|
•
|
Limited partnership is an asset category intended to represent investments in hedge funds of funds (“HFF”). A fund of hedge funds is an investment vehicle that consists of a portfolio invested in multiple hedge funds. Due to the private nature of the partnership investments, pricing inputs are not readily observable. Asset valuations are developed by the general partners that manage the partnerships. Generally, monthly or quarterly notice is required to redeem these funds. These assets are categorized as Level 3 and are generally valued based on their respective net asset values (or equivalent) as a practical expedient to estimate fair value due to the absence of readily available market prices.
|
•
|
Insurance contracts are reported at cash surrender value and have significant unobservable inputs and are categorized as Level 3.
|
|
|
December 31, 2015
|
||||||||||||||
Asset Category
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
|
|
(Dollars in Millions)
|
||||||||||||||
Registered investment companies
|
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
152
|
|
Common trust funds
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
||||
LDI
|
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
||||
Limited partnerships
|
|
—
|
|
|
—
|
|
|
107
|
|
|
107
|
|
||||
Short-term investments
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Total
|
|
$
|
152
|
|
|
$
|
345
|
|
|
$
|
107
|
|
|
$
|
604
|
|
|
|
December 31, 2014
|
||||||||||||||
Asset Category
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
|
|
(Dollars in Millions)
|
||||||||||||||
Registered investment companies
|
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
167
|
|
Common trust funds
|
|
—
|
|
|
294
|
|
|
—
|
|
|
294
|
|
||||
LDI
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
||||
Limited partnerships
|
|
—
|
|
|
—
|
|
|
120
|
|
|
120
|
|
||||
Short-term investments
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Total
|
|
$
|
167
|
|
|
$
|
389
|
|
|
$
|
120
|
|
|
$
|
676
|
|
Actual Return on Plan Assets
|
|
GTAA
|
|
Limited Partnerships
|
|
Insurance Contracts
|
||||||
|
|
(Dollars in Millions)
|
||||||||||
December 31, 2012
|
|
$
|
140
|
|
|
$
|
139
|
|
|
$
|
8
|
|
Relating to assets still held at the reporting date
|
|
(16
|
)
|
|
15
|
|
|
—
|
|
|||
Purchases, sales and settlements
|
|
(54
|
)
|
|
93
|
|
|
—
|
|
|||
December 31, 2013
|
|
$
|
70
|
|
|
$
|
247
|
|
|
$
|
8
|
|
Relating to assets still held at the reporting date
|
|
—
|
|
|
4
|
|
|
—
|
|
|||
Purchases, sales and settlements
|
|
(70
|
)
|
|
(62
|
)
|
|
(8
|
)
|
|||
Transfer to Level 2
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|||
December 31, 2014
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
—
|
|
Return on assets held at the reporting date
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Purchases, sales and settlements
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Transfer out
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
December 31, 2015
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
|
December 31, 2015
|
||||||||||||||
Asset Category
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||
|
|
(Dollars in Millions)
|
||||||||||||||
Registered investment companies
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84
|
|
Treasury and government securities
|
|
24
|
|
|
25
|
|
|
—
|
|
|
49
|
|
||||
Cash and cash equivalents
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Corporate debt securities
|
|
4
|
|
|
5
|
|
|
—
|
|
|
9
|
|
||||
Common and preferred stock
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Common trust funds
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Limited partnerships
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Insurance contracts
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||
Other
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Total
|
|
$
|
118
|
|
|
$
|
32
|
|
|
$
|
24
|
|
|
$
|
174
|
|
|
|
December 31, 2014
|
||||||||||||||
Asset Category
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
(Dollars in Millions)
|
||||||||||||||
Registered investment companies
|
|
$
|
83
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
Treasury and government securities
|
|
26
|
|
|
21
|
|
|
—
|
|
|
47
|
|
||||
Cash and cash equivalents
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Corporate debt securities
|
|
7
|
|
|
3
|
|
|
—
|
|
|
10
|
|
||||
Common and preferred stock
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Common trust funds
|
|
9
|
|
|
5
|
|
|
—
|
|
|
14
|
|
||||
Limited Partnerships
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||
Insurance contracts
|
|
—
|
|
|
—
|
|
|
169
|
|
|
169
|
|
||||
Other
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Total
|
|
$
|
137
|
|
|
$
|
34
|
|
|
$
|
180
|
|
|
$
|
351
|
|
Actual Return on Plan Assets
|
|
Insurance Contracts
|
|
Limited Partnership
|
||||
|
|
(Dollars in Millions)
|
||||||
December 31, 2012
|
|
$
|
190
|
|
|
$
|
14
|
|
Return on assets held at the reporting date
|
|
11
|
|
|
1
|
|
||
Purchases, sales and settlements
|
|
(16
|
)
|
|
(5
|
)
|
||
December 31, 2013
|
|
$
|
185
|
|
|
$
|
10
|
|
Return on assets held at the reporting date
|
|
(14
|
)
|
|
1
|
|
||
Purchases, sales and settlements
|
|
(2
|
)
|
|
—
|
|
||
December 31, 2014
|
|
$
|
169
|
|
|
$
|
11
|
|
Return on assets held at the reporting date
|
|
—
|
|
|
(1
|
)
|
||
Purchases, sales and settlements
|
|
—
|
|
|
4
|
|
||
Divestitures
|
|
(159
|
)
|
|
—
|
|
||
December 31, 2015
|
|
$
|
10
|
|
|
$
|
14
|
|
|
|
Assets
|
|
Liabilities
|
||||||||||||||||
Risk Hedged
|
|
Classification
|
|
2015
|
|
2014
|
|
Classification
|
|
2015
|
|
2014
|
||||||||
|
|
(Dollars in Millions)
|
||||||||||||||||||
Designated:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency
|
|
Other current assets
|
|
$
|
7
|
|
|
$
|
5
|
|
|
Other current assets
|
|
$
|
1
|
|
|
$
|
2
|
|
Foreign currency
|
|
Other current liabilities
|
|
—
|
|
|
1
|
|
|
Other current liabilities
|
|
—
|
|
|
6
|
|
||||
Interest Rate Swaps
|
|
Other current liabilities
|
|
—
|
|
|
—
|
|
|
Other current liabilities
|
|
1
|
|
|
—
|
|
||||
Non-designated:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency
|
|
Other current liabilities
|
|
—
|
|
|
—
|
|
|
Other current liabilities
|
|
—
|
|
|
10
|
|
||||
|
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
|
|
$
|
2
|
|
|
$
|
18
|
|
|
|
Gross Amount Recognized
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts Presented in the Statement of Financial Position
|
||||||||||||||||||
|
|
December 31
|
|
December 31
|
|
December 31
|
||||||||||||||||||
Foreign Currency Derivatives and Interest Rate Swaps
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
|
(Dollars in Millions)
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Designated
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
3
|
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
3
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Designated
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
5
|
|
Non-designated
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
|
|
$
|
1
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
15
|
|
|
Amount of Gain (Loss)
|
||||||||||||||||||||||
|
Recorded in AOCI, net of tax
|
|
Reclassified from AOCI into Income
|
|
Recorded in Income
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||||||
Foreign currency risk – Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges
|
$
|
33
|
|
|
$
|
(4
|
)
|
|
$
|
8
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-designated cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
||||||
Foreign currency risk – Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
KRW option and forward contracts
|
(4
|
)
|
|
(5
|
)
|
|
8
|
|
|
—
|
|
|
3
|
|
|
(10
|
)
|
||||||
Non-designated cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||||
|
$
|
29
|
|
|
$
|
(9
|
)
|
|
$
|
16
|
|
|
$
|
19
|
|
|
$
|
(4
|
)
|
|
$
|
(9
|
)
|
|
Year Ended December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(Dollars in Millions)
|
||||||
Beginning balance
|
$
|
46
|
|
|
$
|
49
|
|
Accruals for products shipped
|
15
|
|
|
16
|
|
||
Change in estimates
|
(1
|
)
|
|
(1
|
)
|
||
Specific cause actions
|
17
|
|
|
6
|
|
||
Recoverable warranty/recalls
|
5
|
|
|
—
|
|
||
Foreign currency translation
|
(2
|
)
|
|
(1
|
)
|
||
Business divestiture
|
(25
|
)
|
|
(2
|
)
|
||
Settlements
|
(17
|
)
|
|
(21
|
)
|
||
Ending balance, including held for sale
|
38
|
|
|
46
|
|
||
Less: Held for sale
|
—
|
|
|
25
|
|
||
Ending balance
|
$
|
38
|
|
|
$
|
21
|
|
•
|
Electronics — Electronics segment provides cockpit electronics products, including audio systems, information displays, instrument clusters, head up displays, infotainment systems, and telematics solutions. Electronics accounted for approximately
95%
,
90%
, and
81%
of the Company’s total product sales, excluding intra-product group eliminations, for the years ended December 31,
2015
,
2014
and
2013
, respectively.
|
•
|
Other — Other includes entities located in South America and Europe previously associated with the Interiors and Climate businesses but not subject to discontinued operations classification. On December 1, 2015, Visteon completed the Germany Interiors Divestiture with sales of
$86 million
and
$131 million
for the years ended December 31, 2015 and 2014, respectively. Other accounted for approximately
5%
,
10%
, and
19%
of the Company’s total product sales, excluding intra-product group eliminations, for the years ended December 31,
2015
,
2014
and
2013
, respectively.
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Electronics
|
$
|
3,107
|
|
|
$
|
2,386
|
|
|
$
|
1,455
|
|
Other
|
153
|
|
|
251
|
|
|
345
|
|
|||
Eliminations
|
(15
|
)
|
|
(51
|
)
|
|
(76
|
)
|
|||
Total consolidated sales
|
$
|
3,245
|
|
|
$
|
2,586
|
|
|
$
|
1,724
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Electronics
|
$
|
348
|
|
|
$
|
221
|
|
|
$
|
121
|
|
Other
|
(12
|
)
|
|
6
|
|
|
19
|
|
|||
Total segment Adjusted EBITDA
|
336
|
|
|
227
|
|
|
140
|
|
|||
Reconciling Item:
|
|
|
|
|
|
||||||
Corporate
|
(54
|
)
|
|
(50
|
)
|
|
(59
|
)
|
|||
Total consolidated Adjusted EBITDA
|
$
|
282
|
|
|
$
|
177
|
|
|
$
|
81
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in Millions)
|
||||||||||
Adjusted EBITDA
|
$
|
282
|
|
|
$
|
177
|
|
|
$
|
81
|
|
Depreciation and amortization
|
85
|
|
|
70
|
|
|
41
|
|
|||
Restructuring expense
|
36
|
|
|
54
|
|
|
21
|
|
|||
Interest expense, net
|
14
|
|
|
21
|
|
|
35
|
|
|||
Loss on debt extinguishment
|
5
|
|
|
23
|
|
|
2
|
|
|||
Equity in net income of non-consolidated affiliates
|
(7
|
)
|
|
(2
|
)
|
|
(202
|
)
|
|||
Loss on divestiture
|
105
|
|
|
—
|
|
|
—
|
|
|||
Gain on non-consolidated affiliate transactions
|
(62
|
)
|
|
(2
|
)
|
|
(470
|
)
|
|||
Other expense, net
|
25
|
|
|
61
|
|
|
23
|
|
|||
Provision for income taxes
|
27
|
|
|
32
|
|
|
56
|
|
|||
Net (income) loss from discontinued operations, net of tax
|
(2,286
|
)
|
|
131
|
|
|
(220
|
)
|
|||
Net income attributable to non-controlling interests
|
44
|
|
|
89
|
|
|
85
|
|
|||
Non-cash, stock-based compensation expense
|
8
|
|
|
12
|
|
|
16
|
|
|||
Pension settlement gain
|
—
|
|
|
(25
|
)
|
|
—
|
|
|||
Other
|
4
|
|
|
8
|
|
|
4
|
|
|||
Net income (loss) attributable to Visteon Corporation
|
$
|
2,284
|
|
|
$
|
(295
|
)
|
|
$
|
690
|
|
|
Inventories, net
|
|
Property and Equipment, net
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Electronics
|
$
|
173
|
|
|
$
|
187
|
|
|
$
|
328
|
|
|
$
|
317
|
|
Other
|
14
|
|
|
21
|
|
|
9
|
|
|
26
|
|
||||
Total segment operating assets
|
187
|
|
|
208
|
|
|
337
|
|
|
343
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
14
|
|
|
20
|
|
||||
Total consolidated operating assets
|
$
|
187
|
|
|
$
|
208
|
|
|
$
|
351
|
|
|
$
|
363
|
|
|
Depreciation and Amortization
|
|
Capital Expenditures
|
||||||||||||||||||||
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(Dollars in Millions)
|
|
(Dollars in Millions)
|
||||||||||||||||||||
Electronics
|
$
|
77
|
|
|
$
|
56
|
|
|
$
|
30
|
|
|
$
|
99
|
|
|
$
|
87
|
|
|
$
|
46
|
|
Other
|
2
|
|
|
8
|
|
|
2
|
|
|
4
|
|
|
2
|
|
|
9
|
|
||||||
Total segment
|
79
|
|
|
64
|
|
|
32
|
|
|
103
|
|
|
89
|
|
|
55
|
|
||||||
Corporate
|
6
|
|
|
6
|
|
|
9
|
|
|
3
|
|
|
7
|
|
|
1
|
|
||||||
Total consolidated
|
$
|
85
|
|
|
$
|
70
|
|
|
$
|
41
|
|
|
$
|
106
|
|
|
$
|
96
|
|
|
$
|
56
|
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||
|
(Dollars in Millions, Except Per Share Amounts)
|
||||||||||||||||||||||||||||||
Sales
|
$
|
816
|
|
|
$
|
812
|
|
|
$
|
808
|
|
|
$
|
809
|
|
|
$
|
502
|
|
|
$
|
503
|
|
|
$
|
793
|
|
|
$
|
788
|
|
Gross margin
|
112
|
|
|
99
|
|
|
105
|
|
|
114
|
|
|
73
|
|
|
57
|
|
|
93
|
|
|
117
|
|
||||||||
Income (loss) from continuing operations before income taxes
|
33
|
|
|
89
|
|
|
31
|
|
|
(84
|
)
|
|
14
|
|
|
(38
|
)
|
|
(11
|
)
|
|
(8
|
)
|
||||||||
Net income (loss) from continuing operations
|
24
|
|
|
65
|
|
|
21
|
|
|
(68
|
)
|
|
1
|
|
|
(36
|
)
|
|
(21
|
)
|
|
(19
|
)
|
||||||||
Net income (loss)
|
70
|
|
|
2,224
|
|
|
10
|
|
|
24
|
|
|
48
|
|
|
(141
|
)
|
|
1
|
|
|
(114
|
)
|
||||||||
Net income (loss) attributable to Visteon Corporation
|
$
|
50
|
|
|
$
|
2,208
|
|
|
$
|
5
|
|
|
$
|
21
|
|
|
$
|
19
|
|
|
$
|
(155
|
)
|
|
$
|
(21
|
)
|
|
$
|
(138
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings (loss) per share attributable to Visteon Corporation
|
$
|
1.13
|
|
|
$
|
50.88
|
|
|
$
|
0.12
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
|
$
|
(3.35
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(3.12
|
)
|
Diluted earnings (loss) per share attributable to Visteon Corporation
|
$
|
1.10
|
|
|
$
|
49.73
|
|
|
$
|
0.12
|
|
|
$
|
0.52
|
|
|
$
|
0.38
|
|
|
$
|
(3.35
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(3.12
|
)
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(1)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c)(2)
|
||||
Equity compensation plans approved by security holders
|
|
812,398
|
|
|
$
|
97.81
|
|
|
2,002,794
|
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
||||
Total
|
|
812,398
|
|
|
$
|
97.81
|
|
|
2,002,794
|
|
(1)
|
Comprised of stock options, stock appreciation rights, which may be settled in stock or cash at the election of the Company, and outstanding restricted stock and performance stock units, which may be settled in stock or cash at the election of the Company without further payment by the holder, granted pursuant to the Visteon Corporation 2010 Incentive Plan. The weighted-average exercise price of outstanding options, warrants and rights does not take into account restricted stock or performance stock units that will be settled without any further payment by the holder.
|
(2)
|
Excludes an indefinite number of stock units that may be awarded under the Visteon Corporation Non-Employee Director Stock Unit Plan, which units may be settled in cash or shares of the Company's common stock. Such plan provides for an annual, automatic grant of stock units worth $95,000 to each non-employee director of the Company. There is no maximum number of securities that may be issued under this Plan, however, the Plan will terminate on December 15, 2020 unless earlier terminated by the Board of Directors.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
|
Balance at
Beginning
of Period
|
|
(Benefits)/
Charges to
Income
|
|
Deductions(a)
|
|
Other(b)
|
|
Balance
at End
of Period
|
||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
15
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
14
|
|
Valuation allowance for deferred taxes
|
1,687
|
|
|
(53
|
)
|
|
—
|
|
|
(136
|
)
|
|
1,498
|
|
|||||
Year Ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
15
|
|
Valuation allowance for deferred taxes
|
1,710
|
|
|
(8
|
)
|
|
—
|
|
|
(15
|
)
|
|
1,687
|
|
|||||
Year Ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
7
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
7
|
|
Valuation allowance for deferred taxes
|
1,695
|
|
|
52
|
|
|
—
|
|
|
(37
|
)
|
|
1,710
|
|
(a)
|
Deductions represent uncollectible accounts charged off.
|
(b)
|
Doubtful accounts - represents discontinued operations activity and divestitures.
|
|
VISTEON CORPORATION
|
|
|
|
|
|
By:
|
/s/ Stephanie S. Marianos
|
|
|
Stephanie S. Marianos
|
|
|
Assistant Controller and Chief Accounting Officer
|
Signature
|
Title
|
|
/s/ SACHIN LAWANDE
|
Director, President and Chief Executive Officer
|
|
Sachin Lawande
|
(Principal Executive Officer)
|
|
|
|
|
/s/ JEFFREY M. STAFEIL
|
Executive Vice President and Chief Financial Officer
|
|
Jeffrey M. Stafeil
|
(Principal Financial Officer)
|
|
|
|
|
/s/ STEPHANIE S. MARIANOS
|
Assistant Controller and Chief Accounting Officer
|
|
Stephanie S. Marianos
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ DUNCAN H. COCROFT*
|
Director
|
|
Duncan H. Cocroft
|
|
|
|
|
|
/s/ JEFFREY D. JONES*
|
Director
|
|
Jeffrey D. Jones
|
|
|
|
|
|
/s/ JOANNE M. MAGUIRE*
|
Director
|
|
Joanne M. Maguire
|
|
|
|
|
|
/s/ ROBERT MANZO*
|
Director
|
|
Robert Manzo
|
|
|
|
|
|
/s/ FRANCIS M. SCRICCO*
|
Director
|
|
Francis M. Scricco
|
|
|
|
|
|
/s/ DAVID L. TREADWELL*
|
Director
|
|
David L. Treadwell
|
|
|
|
|
|
/s/ HARRY J. WILSON*
|
Director
|
|
Harry J. Wilson
|
|
|
|
|
|
/s/ ROUZBEH YASSINI-FARD*
|
Director
|
|
Rouzbeh Yassini-Fard
|
|
|
|
|
|
/s/ KAM-HO GEORGE YUEN*
|
Director
|
|
Kam-Ho George Yuen
|
|
|
|
|
|
*By:
|
/s/ PETER M. ZIPARO
|
|
|
Peter M. Ziparo
|
|
|
Attorney-in-Fact
|
|
Exhibit No.
|
|
Description
|
2.1
|
|
Fifth Amended Joint Plan of Reorganization, filed August 31, 2010 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Visteon Corporation filed on September 7, 2010 (File No. 001-15827)).
|
2.2
|
|
Fourth Amended Disclosure Statement, filed June 30, 2010 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Visteon Corporation filed on September 7, 2010 (File No. 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 2.1to 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 Exhibit 3.1 to the Registration Statement on Form 8-A of Visteon Corporation filed on September 30, 2010 (File No. 000-54138)).
|
3.2
|
|
Third Amended and Restated Bylaws of Visteon Corporation, as amended through February 28, 2012 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Visteon Corporation filed on March 1, 2012).
|
4.1
|
|
Warrant Agreement, dated as of October 1, 2010, by and between Visteon Corporation and Mellon Investor Services LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form 8-A of Visteon Corporation filed on September 30, 2010 (File No. 000-54138)).
|
4.2
|
|
Warrant Agreement, dated as of October 1, 2010, by and between Visteon Corporation and Mellon Investor Services LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form 8-A of Visteon Corporation filed on September 30, 2010 (File No. 000-54138)).
|
4.3
|
|
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)).
|
4.4
|
|
Indenture, dated as of April 6, 2011, among Visteon Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, including the Form of 6.75% Senior Note due 2019 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Visteon Corporation filed on April 7, 2011 (File No. 001-15827)).
|
4.5
|
|
Indenture, dated as of December 20, 2011, by and between Visteon Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 of Visteon Corporation filed on December 20, 2011 (File No. 333-178639)).
|
10.1
|
|
Employment Agreement, dated June 8, 2015, 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 June 10, 2015).*
|
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).
|
10.4
|
|
Visteon Corporation 2010 Incentive Plan, as amended as of June 11, 2015 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A of Visteon Corporation filed on May 4, 2015).*
|
10.4.1
|
|
Form of Performance Stock Unit Grant Agreement (2014) under the Visteon Corporation 2010 Incentive Plan.*
|
10.4.2
|
|
Form of Restricted Stock Unit Grant Agreement (2014) under the Visteon Corporation 2010 Incentive Plan.*
|
Exhibit No.
|
|
Description
|
10.4.3
|
|
Form of Terms and Conditions of Nonqualified Stock Options (2015) under the Visteon Corporation 2010 Incentive Plan.*
|
10.4.4
|
|
Form of Performance Stock Unit Grant Agreement (2015) under the Visteon Corporation 2010 Incentive Plan.*
|
10.4.5
|
|
Form of Restricted Stock Unit Grant Agreement (2015) under the Visteon Corporation 2010 Incentive Plan.*
|
10.4.6
|
|
Restricted Stock Unit Grant Agreement for Sachin Lawande under the Visteon Corporation 2010 Incentive Plan.*
|
10.4.7
|
|
Restricted Stock Unit Grant Agreement for Sachin Lawande under the Visteon Corporation 2010 Incentive Plan.*
|
10.4.8
|
|
Performance Stock Unit Grant Agreement for Sachin Lawande under the Visteon Corporation 2010 Incentive Plan.*
|
10.4.9
|
|
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).*
|
10.4.10
|
|
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).*
|
10.4.11
|
|
Form of executive Performance Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Visteon Corporation filed on October 31, 2012).*
|
10.4.12
|
|
Form of executive Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Visteon Corporation filed on October 31, 2012).*
|
10.4.13
|
|
Restricted Stock Unit Grant Agreement between Visteon Corporation and Francis M. Scricco, Chairman.*
|
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).*
|
10.7
|
|
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
|
|
2010 Visteon Executive Severance Plan, as amended and restated as of October 18, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on October 31, 2012).*
|
10.9
|
|
Visteon Corporation Non-Employee Director Stock Unit Plan (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-1 of Visteon Corporation filed on December 22, 2010 (File No. 333-170104)).*
|
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).*
|
Exhibit No.
|
|
Description
|
10.12.1
|
|
Schedule identifying substantially identical agreements to Officer Change in Control Agreement constituting Exhibit 10.12 hereto entered into by Visteon Corporation with Messrs. Stafeil, Robertson and Ziparo.*
|
10.13
|
|
Separation Agreement, dated June 28, 2015, between Visteon Corporation and Martin T. Thall (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on June 30, 2015).*
|
10.14
|
|
Master Confirmation, dated as of June 16, 2015, between Visteon Corporation and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on June 18, 2015).
|
10.14.1
|
|
Supplemental Confirmation, dated June 16, 2015, between Visteon Corporation and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Visteon Corporation filed on June 18, 2015).
|
10.14.2
|
|
Amendment, dated as of June 18, 2015, between Visteon Corporation and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Visteon Corporation filed on June 18, 2015).
|
12.1
|
|
Statement re: Computation of Ratios.
|
14.1
|
|
Visteon Corporation - Ethics and Integrity Policy (code of business conduct and ethics) (incorporated by reference to Exhibit 14.1 to the Quarterly Report on Form 10-Q of Visteon dated July 30, 2008).
|
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
|
|
Rule 13a-14(a) Certification of Chief Executive Officer dated February 25, 2016.
|
31.2
|
|
Rule 13a-14(a) Certification of Chief Financial Officer dated February 25, 2016.
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer dated February 25, 2016.
|
32.2
|
|
Section 1350 Certification of Chief Financial Officer dated February 25, 2016.
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VISTEON CORPORATION
|
|
By:
/s/ Peter M. Ziparo
|
|
Peter M. Ziparo, Vice President
and General Counsel
|
|
June 12, 2015
|
Name
|
Jeffrey M. Stafeil
|
William M. Robertson
|
Peter M. Ziparo
|
|
Visteon Corporation and Subsidiaries
|
||||||||||||||||||
|
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||||||
|
December 31
|
|
December 31
|
|
December 31
|
|
December 31
|
|
December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
||||||||||
Income/(loss) before income taxes, non-controlling interest, discontinued operations
|
$
|
69
|
|
|
$
|
(43
|
)
|
|
$
|
611
|
|
|
$
|
95
|
|
|
$
|
80
|
|
Earnings of non-consolidated affiliates
|
(7
|
)
|
|
(2
|
)
|
|
(202
|
)
|
|
(221
|
)
|
|
(166
|
)
|
|||||
Cash dividends received from non-consolidated affiliates
|
3
|
|
|
17
|
|
|
187
|
|
|
104
|
|
|
47
|
|
|||||
Fixed charges
|
43
|
|
|
58
|
|
|
64
|
|
|
63
|
|
|
61
|
|
|||||
Non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges
|
(37
|
)
|
|
(59
|
)
|
|
(38
|
)
|
|
(21
|
)
|
|
(7
|
)
|
|||||
Earnings
|
$
|
71
|
|
|
$
|
(29
|
)
|
|
$
|
622
|
|
|
$
|
20
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and related charges on debt
|
$
|
25
|
|
|
$
|
37
|
|
|
$
|
46
|
|
|
$
|
48
|
|
|
$
|
46
|
|
Portion of rental expense representative of the interest factor
|
18
|
|
|
21
|
|
|
18
|
|
|
15
|
|
|
15
|
|
|||||
Fixed charges
|
$
|
43
|
|
|
$
|
58
|
|
|
$
|
64
|
|
|
$
|
63
|
|
|
$
|
61
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges *
|
1.65
|
|
|
N/A
|
|
|
9.78
|
|
|
0.32
|
|
|
0.24
|
|
Organization
|
|
Jurisdiction
|
GCM/Visteon Automotive Systems, LLC
|
|
Mississippi, U.S.A.
|
GCM/Visteon Automotive Leasing Systems, LLC
|
|
Mississippi, U.S.A.
|
Infinitive Speech Systems Corp.
|
|
Delaware, U.S.A.
|
Reydel Automotive Argentina S.A.
|
|
Argentina
|
SunGlas, LLC
|
|
Delaware, U.S.A.
|
Fairlane Holdings, Inc.
|
|
Delaware, U.S.A.
|
Tyler Road Investments, LLC
|
|
Michigan, U.S.A.
|
VC Aviation Services, LLC
|
|
Michigan, U.S.A.
|
Visteon Climate Control Systems Limited
|
|
Delaware, U.S.A.
|
ARS, Inc.
|
|
Delaware, U.S.A.
|
Visteon Domestic Holdings, LLC
|
|
Delaware, U.S.A.
|
VC Regional Assembly & Manufacturing, LLC
|
|
Delaware, U.S.A.
|
MIG-Visteon Automotive Systems, LLC
|
|
Tennessee, U.S.A.
|
Visteon Remanufacturing, Incorporated
|
|
Tennessee, U.S.A.
|
Visteon Technologies, LLC
|
|
Delaware, U.S.A.
|
Visteon Electronics Corporation
|
|
Delaware, U.S.A.
|
Visteon Global Electronics, Inc.
|
|
Delaware, U.S.A.
|
Visteon European Electronics, Inc.
|
|
Delaware, U.S.A.
|
Visteon Electronics Slovakia, s.r.o.
|
|
Slovakia
|
Visteon Electronics Bulgaria EOOD
|
|
Bulgaria
|
Visteon Electronics Spain, S.L.
|
|
Spain
|
Shanghai Visteon Automotive Electronics Co. Ltd.
|
|
China
|
Visteon Automotive Electronics (Chongqing) Co., Ltd.
|
|
China
|
Visteon Global Technologies, Inc.
|
|
Michigan, U.S.A.
|
Visteon German Holdings, LLC
|
|
Delaware, U.S.A.
|
Visteon Holdings GmbH
|
|
Germany
|
Visteon Electronics Germany GmbH
|
|
Germany
|
Visteon Global Treasury, Inc.
|
|
Delaware, U.S.A.
|
Visteon International Business Development, Inc.
|
|
Delaware, U.S.A.
|
Visteon International Holdings, Inc.
|
|
Delaware, U.S.A.
|
Visteon Asia Holdings, Inc.
|
|
Delaware, U.S.A.
|
Visteon Canada Inc.
|
|
Canada
|
Visteon Caribbean, Inc.
|
|
Puerto Rico
|
Visteon UK Ltd
|
|
United Kingdom
|
Visteon S.A.
|
|
Argentina
|
Visteon European Holdings, Inc.
|
|
Delaware, U.S.A.
|
Visteon Automotive Holdings, LLC
|
|
Delaware, U.S.A.
|
Visteon Holdings, LLC
|
|
Delaware, U.S.A.
|
Grupo Visteon, S.de R.L. de C.V.
|
|
Mexico
|
Aeropuerto Sistemas Automotrices S.de R.L de C.V.
|
|
Mexico
|
Altec Electronica Chihuahua, S.A. de C.V.
|
|
Mexico
|
Carplastic S.A. de C.V.
|
|
Mexico
|
Visteon de Mexico S. de R.L.
|
|
Mexico
|
Visteon Financial, LLC
|
|
Delaware, U.S.A.
|
Visteon Climate Holdings 2, LLC
|
|
Delaware, U.S.A.
|
Visteon Holdings France SAS
|
|
France
|
Visteon Electronics France
|
|
France
|
Visteon Electronics Tunisia
|
|
Tunisia
|
Autronic S.A.
|
|
Tunisia
|
Visteon Software Technologies SAS
|
|
France
|
Visteon Netherland Holdings Cooperatief II U.A.
|
|
Netherlands
|
Visteon Holdings Hungary Kft
|
|
Hungary
|
VEHC, LLC
|
|
Delaware, U.S.A.
|
Visteon Finance Limited
|
|
United Kingdom
|
Visteon Netherlands Holdings B.V.
|
|
Netherlands
|
Visteon Portuguesa, Ltd.
|
|
Bermuda
|
VIHI, LLC
|
|
Delaware, U.S.A.
|
Brasil Holdings Ltda.
|
|
Brazil
|
Reydel Automotive Brazil Indústria e Comércio de Sistemas Automotivos Ltda
|
|
Brazil
|
Visteon Sistemas Automotivos Ltda.
|
|
Brazil
|
Visteon Brasil Trading Company Ltd.
|
|
Bermuda
|
Visteon Adminisztracios Hungary Kft
|
|
Hungary
|
Visteon Amazonas Ltda.
|
|
Brazil
|
Visteon Automotive (India) Private Ltd.
|
|
India
|
Visteon Automotive Electronics (Thailand) Limited
|
|
Thailand
|
Visteon Avtopribor Electronics
|
|
Russia
|
Visteon Climate Holdings 1, LLC
|
|
Delaware
|
Visteon Climate Holdings (Hong Kong), Ltd.
|
|
Hong Kong
|
Visteon Electronics Holdings (Hong Kong), Ltd.
|
|
Hong Kong
|
Visteon Electronics Korea Ltd.
|
|
S. Korea
|
Visteon Electronics Macedonia DOOEL
|
|
Macedonia
|
Visteon Engineering Centre (India) Private Limited
|
|
India
|
Visteon Engineering Services Limited
|
|
United Kingdom
|
Visteon Engineering Services Pension Trustees Ltd
|
|
United Kingdom
|
Visteon EU Holdings, LLC
|
|
Delaware, U.S.A.
|
Visteon Innovation & Technology GmbH
|
|
Germany
|
Visteon Korea Holdings Corporation
|
|
S. Korea
|
Visteon Interior Holdings (Hong Kong), Ltd.
|
|
Hong Kong
|
Visteon International Holding (BVI) Limited
|
|
British Vir. Islands
|
Visteon International Holdings (Hong Kong), Ltd.
|
|
Hong Kong
|
Visteon Asia Pacific, Inc.
|
|
China
|
Visteon Japan, Ltd.
|
|
Japan
|
Visteon Philippines, Inc.
|
|
Philippines
|
Visteon Netherland Holdings Cooperatief I U.A.
|
|
Netherlands
|
Visteon South Africa (Pty) Limited
|
|
South Africa
|
Visteon Technical & Services Centre Private Limited
|
|
India
|
Yanfeng Visteon Automotive Electronics Co., Ltd.
|
|
China
|
Visteon LA Holdings Corp.
|
|
Delaware, U.S.A.
|
Visteon Systems, LLC
|
|
Delaware, U.S.A.
|
Visteon AC Holdings Corp.
|
|
Delaware, U.S.A.
|
|
|
|
Signature/Name
|
Position
|
/s/Sachin Lawande
Sachin Lawande
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
/s/Jeffrey M. Stafeil
Jeffrey M. Stafeil
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
/s/Stephanie S. Marianos
Stephanie S. Marianos
|
Assistant Controller and Chief Accounting Officer (Principal Accounting Officer)
|
/s/Duncan H. Cocroft
Duncan H. Cocroft
|
Director
|
/s/Jeffrey D. Jones
Jeffrey D. Jones
|
Director
|
/s/Joanne M. Maguire
Joanne M. Maguire
|
Director
|
/s/Robert J. Manzo
Robert J. Manzo
|
Director
|
/s/Francis M. Scricco
Francis M. Scricco
|
Director
|
/s/David L. Treadwell
David L. Treadwell
|
Director
|
/s/Harry J. Wilson
Harry J. Wilson
|
Director
|
/s/Rouzbeh Yassini-Fard
Rouzbeh Yassini-Fard
|
Director
|
/s/Kam-Ho Geoerge Yuen
Kam-Ho George Yuen
|
Director
|
1.
|
I have reviewed this Annual Report on Form 10-K 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
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b)
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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.
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1.
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I have reviewed this Annual Report on Form 10-K of Visteon Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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