Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.74M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 62K
5: EX-10.3.1 Material Contract HTML 108K
6: EX-10.3.2 Material Contract HTML 132K
7: EX-10.3.3 Material Contract HTML 125K
3: EX-10.4 Material Contract HTML 53K
4: EX-10.8 Material Contract HTML 86K
8: EX-10.9.1 Material Contract HTML 36K
9: EX-21.1 Subsidiaries List HTML 53K
10: EX-23.1 Consent of Expert or Counsel HTML 36K
11: EX-24.1 Power of Attorney HTML 44K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
15: EX-32.2 Certification -- §906 - SOA'02 HTML 36K
22: R1 Cover HTML 101K
23: R2 Consolidated Statements of Operations HTML 113K
24: R3 Consolidated Statements of Comprehensive Income HTML 67K
(Loss)
25: R4 Consolidated Statements of Comprehensive Income HTML 41K
(Loss) (Parenthetical)
26: R5 Consolidated Balance Sheets HTML 121K
27: R6 Consolidated Balance Sheets (Parenthetical) HTML 51K
28: R7 Consolidated Statements of Cash Flows HTML 122K
29: R8 Consolidated Statements of Changes in Equity HTML 79K
30: R9 Summary of Significant Accounting Policies HTML 89K
31: R10 Discontinued Operations HTML 54K
32: R11 Non-Consolidated Affiliates HTML 62K
33: R12 Restructuring Activities HTML 56K
34: R13 Inventories HTML 44K
35: R14 Other Assets HTML 59K
36: R15 Property and Equipment HTML 58K
37: R16 Intangible Assets HTML 66K
38: R17 Leases HTML 56K
39: R18 Other Liabilities HTML 59K
40: R19 Debt HTML 54K
41: R20 Employee Benefit Plans HTML 201K
42: R21 Stock-Based Compensation HTML 144K
43: R22 Income Taxes HTML 134K
44: R23 Stockholders' Equity and Non-controlling Interests HTML 80K
45: R24 Earnings Per Share HTML 64K
46: R25 Fair Value Measurements HTML 176K
47: R26 Financial Instruments HTML 88K
48: R27 Commitments and Contingencies HTML 58K
49: R28 Segment Information and Revenue Recognition HTML 120K
50: R29 Other Income, Net HTML 50K
51: R30 Schedule Ii - Valuation and Qualifying Accounts HTML 61K
52: R31 Summary of Significant Accounting Policies HTML 140K
(Policies)
53: R32 Summary of Significant Accounting Policies HTML 49K
(Tables)
54: R33 Discontinued Operations (Tables) HTML 55K
55: R34 Non-Consolidated Affiliates (Tables) HTML 60K
56: R35 Restructuring Activities (Tables) HTML 49K
57: R36 Inventories (Tables) HTML 45K
58: R37 Other Assets (Tables) HTML 59K
59: R38 Property and Equipment (Tables) HTML 59K
60: R39 Intangible Assets (Tables) HTML 65K
61: R40 Leases (Tables) HTML 57K
62: R41 Other Liabilities (Tables) HTML 61K
63: R42 Debt (Tables) HTML 46K
64: R43 Employee Retirement Benefits (Tables) HTML 207K
65: R44 Stock-Based Compensation (Tables) HTML 142K
66: R45 Income Taxes (Tables) HTML 123K
67: R46 Stock-holders' Equity and Non-controlling HTML 77K
Interests (Tables)
68: R47 Earnings Per Share (Tables) HTML 64K
69: R48 Fair Value Measurements (Tables) HTML 161K
70: R49 Financial Instruments (Tables) HTML 78K
71: R50 Commitments and Contingencies (Tables) HTML 47K
72: R51 Segment Information and Revenue Recognition HTML 119K
(Tables)
73: R52 Other Income, Net (Tables) HTML 48K
74: R53 Summary of Significant Accounting Policies - HTML 82K
Narrative (Details)
75: R54 Summary of Significant Accounting Policies - HTML 48K
Allowance for Doubtful Accounts Receivable
(Details)
76: R55 Summary of Significant Accounting Policies - HTML 40K
Revenue (Details)
77: R56 Discontinued Operations - Narrative (Details) HTML 54K
78: R57 Discontinued Operations - Schedule of discontinued HTML 72K
operation (Details)
79: R58 Non-Consolidated Affiliates - Narrative (Details) HTML 50K
80: R59 Non-Consolidated Affiliates - Investments in HTML 43K
Non-Consolidated Equity Method Affiliates
(Details)
81: R60 Non-Consolidated Affiliates - Summary of HTML 40K
Transactions with Affiliates (Details)
82: R61 Non-Consolidated Affiliates - Summary of HTML 52K
Investments in YFVIC (Details)
83: R62 Restructuring Activities - Narrative (Details) HTML 77K
84: R63 Restructuring Activities - Summary of HTML 52K
Restructuring Reserves and Related Activities
(Details)
85: R64 Inventories (Details) HTML 44K
86: R65 Other Assets - Current Assets (Details) HTML 53K
87: R66 Other Assets - Narrative (Details) HTML 48K
88: R67 Other Assets - Noncurrent Assets (Details) HTML 50K
89: R68 Property and Equipment - Summary of Property and HTML 53K
Equipment (Details)
90: R69 Property and Equipment - Summary of Depreciation HTML 42K
and Amortization (Details)
91: R70 Property and Equipment - Narrative (Details) HTML 59K
92: R71 Intangible Assets - Schedule of Intangible Assets HTML 70K
(Details)
93: R72 Intangible Assets - Narrative (Details) HTML 53K
94: R73 Leases - Narrative (Details) HTML 40K
95: R74 Leases - Lease Costs (Details) HTML 49K
96: R75 Leases - Future Minimum Lease Payments (Details) HTML 54K
97: R76 Other Liabilities - Other Current Liabilities HTML 57K
(Details)
98: R77 Other Liabilities - Other Noncurrent Liabilities HTML 54K
(Details)
99: R78 Debt - Schedule of Debt (Details) HTML 48K
100: R79 Debt - Narrative (Details) HTML 72K
101: R80 Employee Benefit Plans - Benefit Expenses HTML 73K
(Details)
102: R81 Employee Benefit Plans - Narrative (Details) HTML 75K
103: R82 Employee Benefit Plans - Other Postretirement HTML 57K
Employee Benefit Plans (Details)
104: R83 Employee Benefit Plans - Change in Benefit HTML 118K
Obligation (Details)
105: R84 Employee Benefit Plans - Accumulated Other HTML 61K
Comprehensive Income (Details)
106: R85 Employee Benefit Plans - Future Benefit Payments HTML 54K
(Details)
107: R86 Employee Benefit Plans - Asset Allocation HTML 65K
(Details)
108: R87 Stock-Based Compensation - Narrative (Details) HTML 44K
109: R88 Stock-Based Compensation - Compensation Expense HTML 49K
(Details)
110: R89 Stock-Based Compensation - Performance Based Share HTML 57K
Units Narrative (Details)
111: R90 Stock-Based Compensation - Performance Based Share HTML 69K
Units (Details)
112: R91 Stock-Based Compensation - RSUs Narrative HTML 70K
(Details)
113: R92 Stock-Based Compensation - RSUs (Details) HTML 61K
114: R93 Stock-Based Compensation - Stock Options and SARs HTML 62K
Narrative (Details)
115: R94 Stock-Based Compensation - Stock Options and SARs HTML 138K
(Details)
116: R95 Income Taxes - Income Tax Provision from HTML 54K
Continuing Operations (Details)
117: R96 Income Taxes - Income Tax Reconciliation (Details) HTML 70K
118: R97 Income Taxes - Income Tax Provision Narrative HTML 73K
(Details)
119: R98 Income Taxes - Deferred Tax Assets And Liabilities HTML 71K
Narrative (Details)
120: R99 Income Taxes - Deferred Income Tax Assets and HTML 90K
Liabilities (Details)
121: R100 Income Taxes - Unrecognized Tax Benefits Narrative HTML 63K
(Details)
122: R101 Income Taxes - Reconciliation of Unrecognized Tax HTML 45K
Benefits (Details)
123: R102 Stockholders' Equity and Non-controlling Interests HTML 70K
- Narrative (Details)
124: R103 Stockholders' Equity and Non-controlling Interests HTML 47K
- Schedule of Non-controlling Interests (Details)
125: R104 Stockholders' Equity and Non-controlling Interests HTML 69K
- AOCI (Details)
126: R105 Earnings Per Share - Basic and Diluted Earnings HTML 88K
Per Share (Details)
127: R106 Fair Value Measurements - Narrative (Details) HTML 40K
128: R107 Fair Value Measurements - Fair Value Hierarchy HTML 65K
(Details)
129: R108 Fair Value Measurements - Fair Values of HTML 174K
Retirement Plan Assets and Liabilities (Details)
130: R109 Financial Instruments - Narrative (Details) HTML 61K
131: R110 Financial Instruments - Derivatives Income HTML 63K
Statement Location (Details)
132: R111 Financial Instruments - Credit Risk (Details) HTML 53K
133: R112 Commitments and Contingencies - Narrative HTML 70K
(Details)
134: R113 Commitments and Contingencies - Reconciliation of HTML 47K
Changes (Details)
135: R114 Segment Information and Revenue Recognition - HTML 43K
Narrative (Details)
136: R115 Segment Information and Revenue Recognition - HTML 63K
Adjusted EBITDA (Details)
137: R116 Segment Information and Revenue Recognition - HTML 82K
Sales and Assets by Geographic Region (Details)
138: R117 Segment Information and Revenue Recognition - HTML 54K
Revenue from external customers by products and
services (Details)
139: R118 Other Income, Net - Schedule of Other Income, Net HTML 45K
(Details)
140: R119 Other Income, Net (Details) HTML 46K
141: R120 Schedule Ii - Valuation and Qualifying Accounts HTML 57K
(Details)
143: XML IDEA XML File -- Filing Summary XML 257K
21: XML XBRL Instance -- vc-20201231_htm XML 5.08M
142: EXCEL IDEA Workbook of Financial Reports XLSX 182K
17: EX-101.CAL XBRL Calculations -- vc-20201231_cal XML 388K
18: EX-101.DEF XBRL Definitions -- vc-20201231_def XML 1.28M
19: EX-101.LAB XBRL Labels -- vc-20201231_lab XML 2.88M
20: EX-101.PRE XBRL Presentations -- vc-20201231_pre XML 1.84M
16: EX-101.SCH XBRL Schema -- vc-20201231 XSD 286K
144: JSON XBRL Instance as JSON Data -- MetaLinks 615± 933K
145: ZIP XBRL Zipped Folder -- 0001111335-21-000006-xbrl Zip 804K
Visteon Corporation, a Delaware corporation (the “Company”), subject to the terms of the Visteon Corporation 2020 Incentive Plan (the “Plan”) and this Agreement, hereby grants to [Director Name] (the “Participant”), restricted stock units (“Restricted Stock Units”) as further described herein.
1.Grant of Restricted
Stock Units.
The Company hereby grants to the Participant [XX] Restricted Stock Units, effective as of [Date] (the “Grant Date”) and subject to the restrictions set forth in this Agreement. In the event of certain corporate transactions, the number of Restricted Stock Units covered by this Agreement may be adjusted by the Committee as further described in Section 13 of the Plan.
2.Vesting of Restricted Stock Units.
(a)The Restricted Stock Units will vest on the date of the one year anniversary of the date of grant or the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding
year’s annual meeting.
(b)In the event of a Change in Control Event (as defined in Code Section 409A) with respect to the Company, the outstanding Restricted Stock Units that have not previously vested will become immediately fully vested.
3.Restricted Stock Unit Account and Settlement of Vested Units.
(a)The Company will credit the Restricted Stock Units to an account in the name of the Participant. Distribution of a Participant’s vested Restrict Stock Units shall be made or commence to be made on the later of (i) January 15 of the calendar year following the calendar year in
which, or (ii) the first day of the seventh month following the date on which, occurs the Participant’s Separation from Service (such applicable date, the “Settlement Date”).
(b)On the Settlement Date, the Company will distribute to the Participant shares of Stock equal to the number of vested Restricted Stock Units in such Participant’s account; provided that the Committee may direct that a cash payment equal to the accrued value of the Participant’s account be paid in lieu of Stock.
(c)The Company may retain the services of a third-party administrator to perform administrative services in connection with the Plan. To the extent the
Company has retained such an administrator, any reference to the Company will be deemed to refer to any such third-party administrator retained by the Company, and the Company may require the Participant to exercise the Participant’s rights under this Agreement only through such third-party administrator.
4.Dividend Equivalents.
In the event of the issuance of dividends on shares of the Company’s common stock, the Participant shall receive, with respect to each Restricted Stock Unit, an additional
number of Restricted Stock Units equal to the number that such Participant would have received if the Participant had been the holder of record of one share of Stock and had reinvested any cash dividend paid on such share of Stock into Restricted Stock Units subject to the same terms and conditions as the Restricted Stock Units granted herein. The conversion shall be accomplished by dividing the Participant’s deemed dividends for the month by the Fair Market Value of the Company’s common stock as defined in the Plan.
5.Withholding.
(a)Upon the vesting or settlement of previously
granted Restricted Stock Units pursuant to Paragraph 3 above, the Company may satisfy its tax withholding obligations in any manner determined by the Committee, including by withholding a number of Restricted Stock Units or shares of Stock having a Fair Market Value, as determined by the Committee, equal to the amount required to be withheld. The Fair Market Value of any fractional Restricted Stock Unit remaining after the withholding requirements are satisfied will be paid to the Participant in cash. The Company may also require the Participant to deliver a check in the amount of any tax withholding obligation, or to otherwise indemnify the Company, as a condition to the issuance of any stock hereunder.
(b) Dividend
equivalents paid on Restricted Stock Units may be subject to applicable tax withholding as described in Paragraph 5(a).
6.Nontransferability.
Except as provided in Paragraph 7 of this Agreement, the Participant has no right to sell, assign, transfer, pledge, or otherwise alienate the Restricted Stock Units, and any attempted sale, assignment, transfer, pledge or other conveyance will be null and void.
7.Beneficiary.
The Participant may designate a beneficiary to receive any settlement of vested Restricted Stock Units that may be made on or after the Participant’s death on the form or in the manner prescribed for such purpose by the Committee. Absent such designation, the Participant’s beneficiary will be
the Participant's estate. The Participant may from time to time revoke or change the beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Company. If the Participant designates his spouse as beneficiary, such designation automatically will become null and void on the date of the Participant's divorce or legal separation from such spouse. The last such designation received by the Company will be controlling; provided, however, that no designation, or change or revocation thereof, will be effective unless received by the Company before the Participant’s death, and in no event will any designation be effective as of
a date before such receipt. If the Committee is in doubt as to the identity of the beneficiary, the Committee may deem the Participant’s estate as the beneficiary, or the Company may apply to any court of appropriate jurisdiction and such application will be a complete discharge of the liability of the Company therefor.
8.Securities Law Restrictions.
(a)The Participant acknowledges that any stock that may be transferred to the Participant in settlement of vested Restricted Stock Units, is being acquired for investment purposes only and not with a view to resale or other distribution thereof to the public in violation of the Securities Act of 1933,
as amended (the “Act”). The Participant agrees and acknowledges, with respect to any stock that has not been registered under the Act, that (i) the Participant will not sell or otherwise dispose of such stock except pursuant to an effective registration statement under the Act and any applicable state securities laws, or in a transaction which in the opinion of counsel for the Company is exempt from such registration, and (ii) a legend may be placed on the certificates for the stock to such effect. As further conditions to the issuance of the stock, the Participant agrees for himself or herself, the Participant’s beneficiary, and the Participant’s heirs, legatees and legal representatives, before such issuance, to execute and deliver to the Company such investment representations and warranties,
and to take such other actions, as the Committee determines may be necessary or appropriate for compliance with the Act and any applicable securities laws.
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(b)Notwithstanding anything herein to the contrary, the Committee, in its sole and absolute discretion, may delay settlement of or transferring stock to the Participant or the Participant’s beneficiary in settlement of vested Restricted Stock Units or may impose restrictions or conditions on the Participant’s (or any beneficiary’s) ability to directly or indirectly sell, hypothecate, pledge, loan, or otherwise encumber, transfer or dispose of the stock, if the Committee determines that such action is necessary or desirable for compliance with any applicable
state, federal or foreign law, the requirements of any stock exchange on which the stock is then traded, or is requested by the Company or the underwriters managing any underwritten offering of the Company’s securities pursuant to an effective registration statement filed under the Act.
9.Voting Rights.
The Participant will have no voting rights with respect to the Restricted Stock Units.
10.Limited Interest.
(a)The grant of the Restricted Stock Units will not be construed as giving the Participant any interest other
than as provided in this Agreement. The Participant will have no rights as a shareholder as a result of the grant or vesting of the Restricted Stock Units unless and until shares of Stock are issued in settlement of vested Restricted Stock Units.
(b)The grant of the Restricted Stock Units will not confer on the Participant any right to continue as a director or chairman of the Company.
(c)The grant of the Restricted Stock Units will not affect in any way the right or power of the Company to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the
Company’s capital structure or its business, or any merger, consolidation or business combination of the Company, or any issuance or modification of any term, condition, or covenant of any bond, debenture, debt, preferred stock or other instrument ahead of or affecting the stock or the rights of the holders thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or any other Company act or proceeding, whether of a similar character or otherwise.
(d)The Participant acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the
Company, in its sole discretion, at any time. The grant of the Restricted Stock Units under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Restricted Stock Units or benefits in lieu of Restricted Stock Units in the future. Future grants, if any, will be at the sole discretion of the Committee, including, but not limited to, the timing of any grant, the number of shares or units to be granted, and restrictions placed on such shares or units.
11.Consent to Transfer of Personal Data.
The Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph. The Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent
may affect the Participant's ability to participate in the Plan. The Company holds certain personal information about the Participant, including the Participant's name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all options or any other entitlement to shares of Stock or units awarded, canceled, purchased, vested, unvested or outstanding in the Participant's favor, for the purpose of managing and administering the Plan (“Data”). Visteon Corporation and/or its subsidiaries will transfer Data amongst themselves as necessary for the
purpose of implementation,
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administration and management of the Participant's participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the
Participant's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Stock on the Participant's behalf to a broker or other third party with whom the Participant may elect to deposit any shares of Stock acquired pursuant to the Plan. The Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect the Participant's ability to participate in the Plan.
12.Incorporation by Reference.
The terms of the Plan are expressly incorporated herein by reference. Capitalized
terms not otherwise defined in this Agreement have the meanings ascribed to them under the Plan. In the event of any conflict between this Agreement and the Plan, this Agreement will govern.
13.Governing Law.
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to any conflict of laws principles thereof.
14.Severability.
If any provision of the Agreement is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining provisions of the Agreement, and the Agreement is to be construed and enforced as if the illegal or invalid provision has not been inserted.
15.Amendment.
This
Agreement may not be amended, modified, terminated or otherwise altered except by the written consent of Visteon Corporation and the Participant.
16.Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.
VISTEON CORPORATION
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Dates Referenced Herein and Documents Incorporated by Reference
