Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
________________
FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 001-15827
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
State of Delaware
38-3519512
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Village Center Drive, Van Buren Township, Michigan
48111
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code: (800)-VISTEON
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No__
Indicate by check mark whether the registrant: has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ü No __
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer," "accelerated filer,” "smaller reporting company" and “emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ü  Accelerated filer  __   Non-accelerated filer __   Smaller reporting company  __
Emerging growth company __
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. __
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No ü
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ü No__
As of October 18, 2018, the registrant had outstanding 28,909,766 shares of common stock.
Exhibit index located on page number 50.


1





Visteon Corporation and Subsidiaries
Index

Page
 
 
 
 
 
 
 
 
 
 
 
 

2




Part I
Financial Information

Item 1.
Consolidated Financial Statements
 
VISTEON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
 
Three Months Ended September 30
 
Nine Months Ended September 30
 
2018
 
2017
 
2018
 
2017
Sales
$
681

 
$
765

 
$
2,253

 
$
2,349

Cost of sales
(599
)
 
(651
)
 
(1,938
)
 
(1,995
)
Gross margin
82

 
114

 
315

 
354

Selling, general and administrative expenses
(40
)
 
(55
)
 
(139
)
 
(161
)
Restructuring expense
(18
)
 
(6
)
 
(28
)
 
(10
)
Interest expense
(4
)
 
(4
)
 
(11
)
 
(15
)
Interest income
2

 
1

 
5

 
3

Equity in net income of non-consolidated affiliates
3

 
1

 
10

 
6

Other income, net
7

 
4

 
17

 
11

Income before income taxes
32

 
55

 
169

 
188

Provision for income taxes
(9
)
 
(8
)
 
(42
)
 
(34
)
Net income from continuing operations
23

 
47

 
127

 
154

Income from discontinued operations, net of tax
1

 

 
2

 
8

Net income
24

 
47

 
129

 
162

Net income attributable to non-controlling interests
(3
)
 
(4
)
 
(8
)
 
(11
)
Net income attributable to Visteon Corporation
$
21

 
$
43

 
$
121

 
$
151

Basic earnings per share:
 
 
 
 
 
 
 
    Continuing operations
$
0.68

 
$
1.38

 
$
3.99

 
$
4.50

    Discontinued operations
0.03

 

 
0.07

 
0.25

    Basic earnings per share attributable to Visteon Corporation
$
0.71

 
$
1.38

 
$
4.06

 
$
4.75

Diluted earnings per share:
 
 
 
 
 
 
 
    Continuing operations
$
0.68

 
$
1.35

 
$
3.95

 
$
4.43

    Discontinued operations
0.03

 

 
0.07

 
0.25

    Diluted earnings per share attributable to Visteon Corporation
$
0.71

 
$
1.35

 
$
4.02

 
$
4.68

Comprehensive income:
 
 
 
 
 
 
 
Comprehensive income
$
8

 
$
59

 
$
91

 
$
205

Comprehensive income attributable to Visteon Corporation
$
8

 
$
53

 
$
87

 
$
190


See accompanying notes to the consolidated financial statements.

3




VISTEON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
 
(Unaudited)
 
 
 
September 30
 
December 31
 
2018
 
2017
ASSETS
Cash and equivalents
$
439

 
$
706

Restricted cash
3

 
3

Accounts receivable, net
448

 
530

Inventories, net
222

 
189

Other current assets
192

 
175

Total current assets
1,304

 
1,603

Property and equipment, net
384

 
377

Intangible assets, net
130

 
132

Investments in non-consolidated affiliates
39

 
41

Other non-current assets
141

 
151

Total assets
$
1,998

 
$
2,304

LIABILITIES AND EQUITY
Short-term debt, including current portion of long-term debt
$
32

 
$
46

Accounts payable
432

 
470

Accrued employee liabilities
65

 
105

Other current liabilities
166

 
180

Total current liabilities
695

 
801

Long-term debt
348

 
347

Employee benefits
256

 
277

Deferred tax liabilities
22

 
23

Other non-current liabilities
86

 
95

Stockholders’ equity:
 
 
 
Preferred stock (par value $0.01, 50 million shares authorized, none outstanding as of September 30, 2018 and December 31, 2017)

 

Common stock (par value $0.01, 250 million shares authorized, 55 million shares issued, 29 and 31 million shares outstanding as of September 30, 2018 and December 31, 2017, respectively)
1

 
1

Additional paid-in capital
1,331

 
1,339

Retained earnings
1,566

 
1,445

Accumulated other comprehensive loss
(208
)
 
(174
)
Treasury stock
(2,214
)
 
(1,974
)
Total Visteon Corporation stockholders’ equity
476

 
637

Non-controlling interests
115

 
124

Total equity
591

 
761

Total liabilities and equity
$
1,998

 
$
2,304


See accompanying notes to the consolidated financial statements.

4




VISTEON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS1 
(Dollars in Millions)
(Unaudited)
 
Nine Months Ended
September 30
 
2018
 
2017
Operating Activities
 
 
 
Net income
$
129

 
$
162

Adjustments to reconcile net income to net cash provided from operating activities:
 
 
 
Depreciation and amortization
67

 
62

Equity in net income of non-consolidated affiliates, net of dividends remitted
(10
)
 
(6
)
Non-cash stock-based compensation
4

 
9

Transaction gains
(8
)
 
(11
)
Other non-cash items
2

 
2

Changes in assets and liabilities:
 
 
 
Accounts receivable
82

 
29

Inventories
(38
)
 
(15
)
Accounts payable
(17
)
 
(39
)
Other assets and other liabilities
(104
)
 
(64
)
Net cash provided from operating activities
107

 
129

Investing Activities
 
 
 
Capital expenditures, including intangibles
(96
)
 
(69
)
Acquisition of businesses, net of cash acquired
16

 
(47
)
Settlement of net investment hedge

 
5

Proceeds from asset sales and business divestitures

 
15

Other
13

 
1

Net cash used by investing activities
(67
)
 
(95
)
Financing Activities
 
 
 
Short-term debt, net
(13
)
 
8

Principal payments on debt

 
(2
)
Distribution payments
(14
)
 
(1
)
Repurchase of common stock
(250
)
 
(170
)
Dividends paid to non-controlling interests
(12
)
 
(29
)
Stock based compensation tax withholding payments
(7
)
 
(1
)
Other
2

 
(3
)
Net cash used by financing activities
(294
)
 
(198
)
Effect of exchange rate changes on cash
(13
)
 
17

Net decrease in cash
(267
)
 
(147
)
Cash, cash equivalents, and restricted cash at beginning of the period
709

 
882

Cash, cash equivalents, and restricted cash at end of the period
$
442

 
$
735

The Company has combined cash flows from discontinued and continuing operations within the operating and investing categories.

See accompanying notes to the consolidated financial statements.

5




VISTEON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Description of Business
Visteon Corporation (the "Company" or "Visteon") is a global automotive supplier that designs, engineers and manufactures innovative electronics products for nearly every original equipment vehicle manufacturer ("OEM") worldwide including Ford, Mazda, Renault/Nissan, General Motors, Jaguar/Land Rover, Honda, Volkswagen, BMW and Daimler. Visteon is headquartered in Van Buren Township, Michigan, and has an international network of manufacturing operations, technical centers and joint venture operations, supported by approximately 10,000 employees, dedicated to the design, development, manufacture and support of its product offerings and its global customers. The Company's manufacturing and engineering footprint is principally located outside of the U.S., with a heavy concentration in low-cost geographic regions.
Visteon provides value for its customers and stockholders through its technology-focused vehicle cockpit electronics business, by delivering a rich, connected cockpit experience for every car from luxury to entry. The Company's cockpit electronics business is one of the broadest portfolios in the industry and includes instrument clusters, information displays, infotainment systems, audio systems, head-up displays ("HUD"), SmartCore™ cockpit domain controllers, vehicle connectivity, and the DriveCore™ advanced safety platform. Visteon also supplies embedded multimedia and smartphone connectivity software solutions to the global automotive industry. The Company's vehicle cockpit electronics business is comprised of and reported under the Electronics segment.
NOTE 2. Summary of Significant Accounting Policies
The unaudited consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. These interim consolidated financial statements include all adjustments (consisting of normal recurring adjustments, except as otherwise disclosed) that management believes are necessary for a fair presentation of the results of operations, financial position and cash flows of the Company for the interim periods presented. Interim results are not necessarily indicative of full-year results.
Restricted Cash: Restricted cash represents amounts designated for uses other than current operations and includes $2 million related to a letter of credit facility, and $1 million related to cash collateral for other corporate purposes as of September 30, 2018.
Reclassifications: Certain prior period amounts have been reclassified to conform to the current period presentation.
Other Income, Net:

Three Months Ended
September 30

Nine Months Ended
September 30

2018

2017

2018

2017

(Dollars in Millions)
Pension financing benefits, net
$
3


$
3


$
9


$
8

Transformation initiatives


(1
)

4


(1
)
Gain on non-consolidated affiliate transactions, net
4


2


4


4


$
7


$
4


$
17


$
11

Pension financing benefits, net include return on assets net of interest costs and other amortization.
Transformation initiatives include information technology separation costs, integration of acquired business, and financial and advisory services incurred in connection with the Company's transformation into a pure play cockpit electronics business.
During the nine months ended September 30, 2018, the Company recognized a $4 million benefit on settlement of litigation matters with the Company’s former President and Chief Executive Officer (“former CEO”) as further described in Note 17, "Commitments and Contingencies."

6




On September 1, 2018, Visteon acquired an additional 1% ownership interest in Changchun Visteon FAWAY Auto Electronics Co., Ltd, ("VFAE" or the "VFAE acquisition"), a former non-consolidated affiliate, resulting in a total 51% controlling interest and a non-cash gain of $4 million as further described in Note 3, "Acquisitions."
The 2017 gain on non-consolidated affiliate transactions, net are described in Note 5, "Non-Consolidated Affiliates."
Recently Adopted Accounting Pronouncements:
Effective January 1, 2018 the Company adopted Accounting Standards Update Topic (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606),” using the modified retrospective method. Under the modified retrospective method, the impact of applying the standard is recognized as a cumulative effect on retained earnings. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the nine months ended September 30, 2018. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Certain of the Company’s nonpublic non-consolidated joint ventures have not yet adopted Topic 606 and therefore the Company’s share of earnings as reported in equity in net income of non-consolidated affiliates continues to be reported under historical revenue accounting standards. The Company does not expect the adoption of Topic 606 by its nonpublic non-consolidated affiliates on January 1, 2019 to have a material impact on its results of operations or financial position. For additional information, refer to Note 18, "Revenue Recognition" to the Company's consolidated financial statements.
In August 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of certain cash receipts and cash payments." The ASU addresses eight specific cash flow issues with the objective of reducing the diversity in practice in how certain transactions were classified in the statement of cash flows. The ASU is applied using a retrospective transition method to each period presented. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company adopted the guidance on a retrospective basis on January 1, 2018 and accordingly, previously issued operating cash flows decreased by $2 million, cash flows used by investing activities decreased by $2 million and cash flows used by financing activities increased by $1 million for the nine months ending September 30, 2017.
In November 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory,” which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company's adoption of this standard on January 1, 2018 did not have a material impact on its consolidated financial statements.
In November 2016, the FASB issued an accounting standards update ASU 2016-18, "Restricted Cash," requiring that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The change is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Retrospective application is required. The Company adopted the guidance on a retrospective basis on January 1, 2018 and accordingly, included restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows.
In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the presentation of net periodic pension cost and net periodic postretirement benefit cost." The ASU requires entities to present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Entities will present the other components separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, and disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. The standard will be applied retrospectively for the presentation of the service cost component and the components of pension financing costs in the income statement, and prospectively for the guidance limiting the capitalization of net periodic benefit cost in assets to the service cost. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company previously recorded service cost with other compensation costs (benefits) in cost of sales and selling, general and administrative expenses. Adoption of the standard results in the reclassification of other compensation costs (benefits) in "Other income, net." The Company's retrospective adoption of this standard on January 1, 2018 resulted in a $2 million and $5 million increase to cost of sales, and a $1 million and $3 million increase to selling, general and administrative expenses, with a corresponding $3 million and $8 million increase in other income with no impact to net income for the three and nine month periods ending September 30, 2017.

7




In May 2017, the FASB issued ASU 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting." The ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance allows companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. The new guidance is applied prospectively to awards changed on or after the adoption date. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company's adoption of this standard on January 1, 2018 did not have a material impact on its consolidated financial statements.
Effective January 1, 2018 the Company has elected to early adopt ASU 2017-12, "Targeted Improvements to Accounting for Hedging Activities" which was created to better align accounting rules with a company’s risk management activities to reflect the economic results of hedging in the financial statements and simplify hedge accounting treatment. The modified retrospective adoption of ASU 2017-12 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the nine months ended September 30, 2018. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. For additional information, refer to Note 16, "Fair Value Measurements and Financial Instruments" to the Company's consolidated financial statements.
Accounting Pronouncements Not Yet Adopted:
In June 2016, the FASB issued ASU 2016-13, "Credit Losses - Measurement of Credit Losses on Financial Instruments." The guidance requires that for most financial assets, losses be based on an expected loss approach which includes estimates of losses over the life of exposure that considers historical, current and forecasted information. Expanded disclosures related to the methods used to estimate the losses as well as a specific disaggregation of balances for financial assets are also required. The change is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect application of this accounting standards update to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." The amendments in Topic 842 supersede current lease requirements in Topic 840 which require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of this standard on the financial statements and disclosures, internal controls and accounting policies. This evaluation process includes reviewing all forms of leases and performing a completeness assessment over the lease population. The company has analyzed the practical expedients to determine the best path for applying the leasing standard and elected all available practical expedients, except for the hindsight expedient, which allows the use of hindsight in determining the lease term. The Company completed its system implementation evaluation during the second quarter of 2018, and concluded that a third party supported lease accounting information system solution will be implemented to account for the Company's leases. The Company has launched a project to implement this system, establish a new lease accounting process and design related internal controls. While the Company's evaluation is ongoing, the impact on existing processes, controls, information systems and the consolidated balance sheet is expected to be material. The Company does not expect a material impact on the consolidated income statement.
NOTE 3. Acquisitions
On September 1, 2018, the Company invested approximately $300,000 and acquired an additional 1% ownership in VFAE, a Chinese automotive electronic applications manufacturer in which the Company had previously been an equity investor. The Company's ownership interest increased to 51% and, because of the change in control, the assets and liabilities of VFAE were consolidated from the date of the transaction. The Company made this additional investment as part of its long-term strategic plan for VFAE. The investment will contribute to the business growth and enhanced economic performance of VFAE by leveraging Visteon’s manufacturing technology and engineering capabilities.
The VFAE acquisition has been accounted for as a purchase transaction. The total consideration, including the $300,000 paid and the fair value of the original 50% interest, has been allocated to the assets acquired, liabilities assumed and non-controlling shareholder interest based on their representative value at September 1, 2018. The excess consideration over the estimated fair value of the net assets acquired has been allocated to goodwill. The operating results of VFAE have been included in the consolidated financial statements of the Company since the date of the transaction.


8




A preliminary summary of the fair value of the assets acquired and liabilities assumed, translated in U.S. dollars, in conjunction with the transaction is shown below (in millions):
Assets Acquired
 
 
Liabilities Assumed
 
Cash and equivalents
$
16

 
Payable to Visteon Corporation
$
9

Accounts receivable, net
12

 
Accounts payable
6

Inventories, net
4

 
Other current liabilities
5

Other current assets
6

 
Income taxes payable
1

Property and equipment, net
5

 
Other non-current liabilities
2

Intangible assets including goodwill
9

 
Total liabilities assumed
23

Other non-current assets
1

 
Non-controlling interest
15

Total assets acquired
$
53

 
Visteon Corporation Consideration
$
15

The Company utilized a third party to assist in the fair value determination of certain components of the purchase price allocation, primarily intangible assets and non-controlling interest, as well as the fair value of the Company’s original 50% equity investment.
Fair values of equity investment and non-controlling interest, as of the acquisition date were estimated using the discounted cash flow technique of the income approach. Fair values of intangible assets were based on the excess earning method of the income approach. The income approach requires the Company to project related future cash inflows and outflows and apply an appropriate discount rate. The estimates used in determining fair values are based on assumptions believed to be reasonable but which are inherently uncertain.

At December 31, 2017, the Company previously recorded its investment in VFAE of $10 million as an Investment in non-consolidated affiliates on its consolidated balance sheet. In connection with its increased investment in VFAE, the Company recorded a gain of approximately $4 million on its original investment, classified as "Other income, net" in the consolidated income statement.

The acquisition does not meet the thresholds for a significant acquisition and therefore no pro forma financial information is presented.
NOTE 4. Discontinued Operations
The Company completed the sale of the majority of its global Climate business (the "Climate Transaction") during 2015 and completed the divestiture of its global Interiors business in 2016 (the "Interiors Divestiture"). These transactions met the conditions required to qualify for discontinued operations reporting and accordingly the settlement of retained contingencies have been classified in income from discontinued operations, net of tax, in the consolidated statements of comprehensive income for the three and nine months ended September 30, 2018 and 2017.
Discontinued operations are summarized as follows:
 
Three Months Ended September 30
 
Nine Months Ended
September 30
 
2018
 
2017
 
2018
 
2017
 
(Dollars in Millions)
Selling, general and administrative expenses
$

 
$

 
$
(1
)
 
$

Restructuring expense

 

 
(1
)
 

Gain on divestitures
1

 

 
4

 
7

Income tax benefit

 

 

 
1

Income from discontinued operations, net of tax
$
1

 
$

 
$
2

 
$
8

During the first quarter of 2018, the Company recognized a $3 million benefit on settlement of litigation matters with its former CEO as further described in Note 17, "Commitments and Contingencies."
In connection with the Climate Transaction, the Company completed the repurchase of the electronics operations located in India during the first quarter of 2017 for $47 million, recognizing a $7 million gain on settlement of purchase commitment contingencies. The Company had previously consolidated the India operations based on the Company's controlling financial interest as a result of the repurchase obligation, operating control, and the obligation to fund losses or benefit from earnings.

9




NOTE 5. Non-Consolidated Affiliates
Non-Consolidated Affiliate Transactions
On September 1, 2018, Visteon acquired an additional 1% ownership interest in VFAE resulting in a total 51% controlling interest and a non-cash gain of $4 million, as further described in Note 3, "Acquisitions."
During the first quarter of 2017, the Company completed the sale of its 50% interest in an equity method investment for proceeds of $7 million, consistent with its carrying value. Additionally, the Company sold a cost method investment for proceeds of approximately $3 million and recorded a pretax loss of $1 million, classified as "Other income, net."
During the second quarter of 2017, the Company sold a cost method investment for proceeds of approximately $3 million. The Company recorded a pretax gain of $3 million classified as "Other income, net."
During the third quarter of 2017, the Company sold a cost method investment for proceeds of approximately $2 million. The Company recorded a pretax gain of $2 million classified as "Other income, net."
Variable Interest Entities
The Company determines whether joint ventures in which it has invested are Variable Interest Entities (“VIE”) at the start of each new venture and when a reconsideration event has occurred. An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Visteon and Yangfeng Automotive Trim Systems Co. Ltd. ("YF") each own 50% of a joint venture under the name of Yanfeng Visteon Investment Co., Ltd. ("YFVIC"). In October 2014, YFVIC completed the purchase of YF’s 49% direct ownership in Yanfeng Visteon Automotive Electronics Co., Ltd ("YFVE") a consolidated joint venture of the Company. The purchase by YFVIC was financed through a shareholder loan from YF and external borrowings which were guaranteed by Visteon, of which $11 million is outstanding as of September 30, 2018. The guarantee contains standard non-payment provisions to cover the borrowers in event of non-payment of principal, accrued interest, and other fees, and the loan is expected to be fully paid by September 2019.
The Company determined that YFVIC is a VIE. The Company holds a variable interest in YFVIC primarily related to its ownership interests and subordinated financial support. The Company and YF each own 50% of YFVIC and neither entity has the power to control the operations of YFVIC; therefore, the Company is not the primary beneficiary of YFVIC and does not consolidate the joint venture.
A summary of the Company's investments in YFVIC is provided below.
 
September 30
 
December 31
 
2018
 
2017
 
(Dollars in Millions)
Payables due to YFVIC
$
12

 
$
12

Exposure to loss in YFVIC:
 
 
 
Investment in YFVIC
$
35

 
$
28

Receivables due from YFVIC
27

 
35

Subordinated loan receivable from YFVIC
20

 
22

Loan guarantee of YFVIC debt
11

 
15

    Maximum exposure to loss in YFVIC
$
93

 
$
100


10




NOTE 6. Restructuring Activities
Given the economically-sensitive and highly competitive nature of the automotive electronics industry, the Company continues to closely monitor current market factors and industry trends, taking action as necessary which may include restructuring actions. However, there can be no assurance that any such actions will be sufficient to fully offset the impact of adverse factors on the Company or its results of operations, financial position and cash flows. During the three and nine months ended September 30, 2018, the Company recorded $18 million and $29 million of restructuring expenses, including discontinued operations, net of reversals, respectively.
Electronics
During the third quarter of 2018, the Company approved a restructuring program impacting engineering and administrative functions to optimize operations. The Company recorded approximately $18 million in relation to the program and expects to incur up to $25 million under this program. As of September 30, 2018, approximately $16 million remains accrued for the program.
During the second quarter of 2018, the Company recorded employee severance and termination benefit expenses of approximately $3 million related to legacy employees at a South America facility and $2 million associated with employees at North America manufacturing facilities due to the wind-down of certain products. As of September 30, 2018, approximately $4 million remains accrued for these programs.
During the fourth quarter of 2016, the Company approved a restructuring program impacting engineering and administrative functions to further align the Company's footprint with its core product technologies and customers. During the three and nine months ended September 30, 2018, the Company recorded approximately less than $1 million and $5 million of restructuring expenses, respectively under this program, and $4 million remains accrued for the program as of September 30, 2018. The Company has recorded approximately $45 million of restructuring expenses since inception of this program and it is considered substantially complete.
Discontinued Operations
During the first quarter of 2018, the Company recorded $1 million associated with a former European Interiors facility related to settlement of employee severance litigation.
As of September 30, 2018, the Company retained approximately $3 million of restructuring reserves as part of the Interiors Divestiture associated with previously announced programs for the fundamental reorganization of operations at facilities in Brazil and France.

11




Restructuring Reserves
Restructuring reserve balances of $27 million and $24 million as of September 30, 2018 and December 31, 2017, respectively, are classified as "Other current liabilities" on the consolidated balance sheets. The Company anticipates that the activities associated with the current restructuring reserve balance will be substantially complete within one year. The Company’s consolidated restructuring reserves and related activity are summarized below, including amounts associated with discontinued operations.
 
Electronics
 
Other and Discontinued Operations
 
Total
 
(Dollars in Millions)
December 31, 2017
$
18

 
$
6

 
$
24

   Expense
5

 
1

 
6

   Utilization
(12
)
 

 
(12
)
March 31, 2018
11

 
7

 
18

   Expense
5

 

 
5

   Utilization
(5
)
 
(4
)
 
(9
)
   Foreign currency
(1
)
 

 
(1
)
June 30, 2018
10

 
3

 
13

   Expense, net
18

 

 
18

   Utilization
(4
)
 

 
(4
)
September 30, 2018
$
24

 
$
3

 
$
27

NOTE 7. Inventories
Inventories consist of the following components:
 
September 30
 
December 31
 
2018
 
2017
 
(Dollars in Millions)
Raw materials
$
150

 
$
133

Work-in-process
36

 
24

Finished products
36

 
32

 
$
222

 
$
189


12




NOTE 8. Other Assets
Other current assets are comprised of the following components:
 
September 30
 
December 31
 
2018
 
2017
 
(Dollars in Millions)
Recoverable taxes
$
55

 
$
56

Contractually reimbursable engineering costs
40

 
14

Prepaid assets and deposits
37

 
36

Joint venture receivables
33

 
43

Notes receivable
19

 
23

Derivative financial instruments
3

 
1

Other
5

 
2

 
$
192

 
$
175

The Company receives bank notes from certain of its customers in China to settle trade accounts receivable. The Company may hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third party financial institutions in exchange for cash. The Company has entered into arrangements with financial institutions to sell certain bank notes, generally maturing within nine months. Notes are sold with recourse, but qualify as a sale as all rights to the notes have passed to the financial institution. The Company sold $27 million during the nine months ended September 30, 2018 to financial institutions, $11 million of which remains outstanding and will mature no later than the first quarter of 2019. The collection of such bank notes are included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. 
Other non-current assets are comprised of the following components:
 
September 30
 
December 31
 
2018
 
2017
 
(Dollars in Millions)
Deferred tax assets
$
44

 
$
46

Contractually reimbursable engineering costs
36

 
24

Recoverable taxes
30

 
35

Joint venture receivables
20

 
22

Long term notes receivable

 
10

Other
11

 
14

 
$
141

 
$
151

In conjunction with the Interiors Divestiture, the Company entered into a three year term note with the buyer with an original maturity of December 1, 2019. This note was settled, prior to maturity, for $11 million, including $1 million of interest income.
Current and non-current contractually reimbursable engineering costs of $40 million and $36 million, respectively, as of September 30, 2018, and $14 million and $24 million, respectively, as of December 31, 2017, are related to pre-production design and development costs incurred pursuant to long-term supply arrangements that are contractually guaranteed for reimbursement by customers. The Company expects to receive cash reimbursement payments of approximately $13 million during the remainder of 2018, $40 million in 2019, $15 million in 2020, $7 million in 2021 and $1 million in 2022 and beyond.

13




NOTE 9. Intangible Assets, net
Intangible assets, net as of September 30, 2018 and December 31, 2017, are comprised of the following:
 
 
 
September 30, 2018
 
December 31, 2017
 
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
8
 
$
40

 
$
(31
)
 
$
9

 
$
40

 
$
(27
)
 
$
13

Customer related
10
 
90

 
(39
)
 
51

 
88

 
(35
)
 
53

Capitalized software development
4
 
12

 
(1
)
 
11

 
8

 
(1
)
 
7

Other
23
 
14

 
(2
)
 
12

 
13

 
(1
)
 
12

Subtotal
 
 
156

 
(73
)
 
83

 
149

 
(64
)
 
85

Indefinite-Lived:
 
 
Goodwill
 
 
47

 

 
47

 
47

 

 
47

    Total
 
 
$
203

 
$
(73
)
 
$
130

 
$
196

 
$
(64
)
 
$
132

In connection with the VFAE acquisition, the Company recorded customer related intangible assets of $7 million. These definite lived intangible assets are being amortized using the straight-line method over their estimated useful lives of 10 to12 years. Additionally, the Company recorded goodwill of $2 million for the excess of the total consideration over the fair values of the identifiable assets and liabilities acquired. These gross additions were partially offset by foreign currency related impacts in Customer related and Other intangibles of $5 million and $1 million, respectively.

During the year ended December 31, 2017, the Company contributed $2 million to American Center for Mobility, a non-profit state of the art research and development facility. The contribution provides the Company certain rights regarding access to the facility for three years. The Company will use the facility for autonomous driving research and development activities for multiple products and therefore capitalized the contribution as an intangible asset. The Company made a second contribution of $2 million during the third quarter of 2018. The asset is being amortized on a straight-line basis over a 36 month period beginning in January 2018.
The Company recorded approximately $4 million and $11 million of amortization expense related to definite-lived intangible assets for the three and nine months ended September 30, 2018, respectively. The Company currently estimates annual amortization expense to be $16 million for 2018, $17 million for 2019, $13 million for 2020, and $11 million for years 2021 and 2022. Indefinite-lived intangible assets are not amortized but are tested for impairment at least annually, or earlier when events and circumstances indicate that it is more likely than not that such assets have been impaired. There were no indicators of impairment during the nine months ended September 30, 2018.
A roll-forward of the carrying amounts of intangible assets is presented below:
 
Definite-lived intangibles
 
 
 
 
 
Developed Technology
 
Customer Related
 
Capitalized Software Development
 
Other
 
Goodwill
Total
 
(Dollars in Millions)
December 31, 2017
$
13

 
$
53

 
$
7

 
$
12

 
$
47

 
$
132

Additions

 
7

 
4

 
2

 
2

 
15

Foreign currency
(1
)
 
(2
)
 

 
(1
)
 
(2
)
 
(6
)
Amortization
(3
)
 
(7
)
 

 
(1
)
 

 
(11
)
September 30, 2018
$
9

 
$
51

 
$
11

 
$
12

 
$
47

 
$
130


14




NOTE 10. Other Liabilities
Other current liabilities are summarized as follows:
 
September 30
 
December 31
 
2018
 
2017
 
(Dollars in Millions)
Product warranty and recall accruals
$
35

 
$
33

Restructuring reserves
27

 
24

Dividends payable to non-controlling interests
17

 
3

Rent and royalties
17

 
24

Income taxes payable
15

 
12

Joint venture payables
12

 
12

Non-income taxes payable
7

 
10

Deferred income
7

 
18

Distribution payable

 
14

Other
29

 
30

 
$
166

 
$
180

In the fourth quarter of 2015 the Company declared a special distribution of $1.75 billion to common shareholders of the Company. On January 22, 2016 the Company paid $1.74 billion of the distribution, the remaining $14 million was paid upon settlement of restricted stock units and performance-based share units previously granted to the Company's employees. The special cash distribution was funded from the Climate Transaction proceeds.
Other non-current liabilities are summarized as follows:
 
September 30
 
December 31
 
2018
 
2017
 
(Dollars in Millions)
Derivative financial instruments
$
21

 
$
23

Product warranty and recall accruals
16

 
16

Deferred income
14

 
16

Income tax reserves
11

 
12

Non-income tax reserves
6

 
7

Other
18

 
21

 
$
86

 
$
95


15




NOTE 11. Debt
The Company’s short and long-term debt consists of the following:
 
September 30
 
December 31
 
2018
 
2017
 
(Dollars in Millions)
Short-Term Debt:
 
 
 
Current portion of long-term debt
$

 
$
2

Short-term borrowings
32

 
44

 
$
32

 
$
46

Long-Term Debt:
 
 
 
Term debt facility
$
348

 
$
347

Short-Term Debt
Short-term borrowings are primarily related to the Company's non-U.S. affiliates and joint ventures and are payable in U.S. Dollar, Chinese Renminbi and India Rupee. Available borrowings on outstanding affiliate credit facilities as of September 30, 2018, are approximately $25 million and certain of these facilities have pledged assets as security.
Long-Term Debt
As of December 31, 2017, the Company had a credit agreement (the “Credit Agreement”), which includes a $350 million Term Facility maturing on March 24, 2024 and a Revolving Credit Facility with a capacity of $300 million, which matures on March 24, 2022.
On May 30, 2018, the Company entered into a fourth amendment of its Credit Agreement to reduce the applicable margin on Eurodollar Rate loans. At the Company’s option, the Term Facility under the amended Credit Agreement interest shall accrue at a rate equal to the applicable annualized domestic rate plus an applicable margin of 0.75% or the LIBOR-based rate plus an applicable margin of 1.75% per annum.
The Company is required to pay accrued interest on any outstanding principal balance under the credit facility with a frequency of the lesser of the elected LIBOR tenor or every three months. Any outstanding principal under this facility will be due upon the maturity date. The Company may also terminate or reduce the borrowing commitments under this facility, in whole or in part, upon three business days’ notice.
Loans drawn under the Revolving Credit Facility accrue interest at an annualized rate equal to LIBOR plus a margin ranging from 1.25% to 2.25% as specified by a ratings grid contained in the Credit Agreement. Based on the Company’s current credit ratings, borrowings would accrue interest at LIBOR plus 1.75% per annum. The Revolving Credit Facility also provides $75 million availability for the issuance of letters of credit and a maximum of $20 million for swing line borrowing. Any amount of the facility utilized for letters of credit or swing line loans outstanding will reduce the amount available under the amended Revolving Credit Facility.
The Company may request increases in the limits under the amended Term Facility and the amended Revolving Credit Facility and may request the addition of one or more term loan facilities under the Credit Agreement. Outstanding borrowings may be prepaid without penalty (other than borrowings made for the purpose of reducing the effective interest rate margin or weighted average yield of the loans). There are mandatory prepayments of principal in connection with: (i) excess cash flow sweeps above certain leverage thresholds, (ii) certain asset sales or other dispositions, (iii) certain refinancing of indebtedness and (iv) over-advances under the Revolving Credit Facility. There are no excess cash flow sweeps required at the Company’s current leverage level.
The Credit Agreement requires the Company and its subsidiaries to comply with customary affirmative and negative covenants, and contains customary events of default. The Revolving Credit Facility also requires that the Company maintain a total net leverage ratio no greater than 3.00:1.00. During any period when the Company’s corporate and family ratings meet investment grade ratings, certain of the negative covenants will be suspended. As of September 30, 2018, the Company was in compliance with all its debt covenants.

16




As of September 30, 2018, the outstanding aggregate principal borrowing under the amended Term Facility is $350 million and there were no outstanding borrowings under the Revolving Credit Facility.
Other
The Company has a $5 million letter of credit facility, whereby the Company is required to maintain a collateral account equal to 103% of the aggregate stated amount of issued letters of credit and must reimburse any amounts drawn under issued letters of credit. The Company had $2 million of outstanding letters of credit issued under this facility secured by restricted cash, as of September 30, 2018. Additionally, the Company had $14 million of locally issued letters of credit with less than $1 million of collateral as of September 30, 2018, to support various tax appeals, customs arrangements and other obligations at its local affiliates.
NOTE 12. Employee Benefit Plans
Defined Benefit Plans
The Company's net periodic benefit costs for all defined benefit plans for the three month periods ended September 30, 2018 and 2017 were as follows:
 
U.S. Plans
 
Non-U.S. Plans
 
2018

2017
 
2018

2017
 
(Dollars in Millions)
Costs Recognized in Income:
 
 
 
 
 
 
 
Pension service cost:
 
 
 
 
 
 
 
Service cost
$

 
$

 
$

 
$
(1
)
Pension financing benefit (cost):
 
 
 
 
 
 
 
Interest cost
(6
)
 
(7
)
 
(3
)
 
(2
)
Expected return on plan assets
10

 
10

 
2

 
2

Amortization of losses and other

 

 

 

Net pension income (expense)
$
4

 
$
3

 
$
(1
)
 
$
(1
)
The Company's net periodic benefit costs for all defined benefit plans for the nine month periods ended September 30, 2018 and 2017 were as follows:
 
U.S. Plans
 
Non-U.S. Plans
 
2018

2017
 
2018

2017
 
(Dollars in Millions)
Costs Recognized in Income:
 
 
 
 
 
 
 
Pension service cost:
 
 
 
 
 
 
 
Service cost
$

 
$

 
$
(1
)
 
$
(2
)
Pension financing benefit (cost):
 
 
 
 
 
 
 
Interest cost
(20
)
 
(21
)
 
(7
)
 
(7
)
Expected return on plan assets
30

 
30

 
7

 
7

Amortization of losses and other

 

 
(1
)
 
(1
)
Restructuring related pension cost:
 
 
 
 
 
 
 
Special termination benefits
(1
)
 

 

 

Net pension income (expense)
$
9

 
$
9

 
$
(2
)
 
$
(3
)
The Company previously recorded service cost with other components of net pension income (expense) in cost of sales and selling, general and administrative expenses. Adoption of ASU 2017-07, “Compensation - Retirement Benefits (Topic 715)," resulted in the reclassification of pension financing benefit (cost) into "Other income, net."
During the nine months ended September 30, 2018, cash contributions to the Company's defined benefit plans were approximately $1 million for the U.S. plans and $4 million for the non-U.S. plans. The Company estimates that cash contributions to its defined benefit pension plans will be $7 million in 2018.


17




NOTE 13. Income Taxes
During the three and nine month periods ended September 30, 2018, the Company recorded a provision for income tax on continuing operations of $9 million and $42 million, respectively, which reflects income tax expense in countries where the Company is profitable; accrued withholding taxes; ongoing assessments related to the recognition and measurement of uncertain tax benefits; the inability to record a tax benefit for pretax losses and/or recognize expense for pretax income in certain jurisdictions (including the U.S.) due to valuation allowances; and other non-recurring tax items. Pretax losses from continuing operations in jurisdictions where valuation allowances are maintained and no income tax benefits are recognized totaled $10 million and $13 million for the nine month periods ended September 30, 2018 and 2017, respectively, resulting in an increase in the Company's effective tax rate in those years.
The reduction of the U.S. federal statutory income tax rate from 35% to 21% under the Tax Cuts and Jobs Act (the “Act”) enacted in December 2017, did not have a significant impact to income tax expense for the nine months ended September 30, 2018 due to the U.S. valuation allowance. The Company’s income tax expense reflects the estimated impacts of other provisions of the Act including the global minimum income tax and base erosion tax provisions related to offshore activities and affiliated party payments neither of which had a significant impact to income tax expense for the nine months ended September 30, 2018.
The Company provides for U.S. and non-U.S. income taxes and non-U.S. withholding taxes on the projected future repatriations of the earnings from its non-U.S. operations that are not considered permanently reinvested at each tier of the legal entity structure. During the nine month periods ended September 30, 2018 and 2017, the Company recognized expense primarily related to non-U.S. withholding taxes, including exchange impacts, of $6 million in both years, reflecting the Company's forecasts which contemplate numerous financial and operational considerations that impact future repatriations.
The Company's provision for income taxes in interim periods is computed by applying an estimated annual effective tax rate against income before income taxes, excluding equity in net income of non-consolidated affiliates for the period. Effective tax rates vary from period to period as separate calculations are performed for those countries where the Company's operations are profitable and whose results continue to be tax-effected and for those countries where full deferred tax valuation allowances exist and are maintained. In determining the estimated annual effective tax rate, the Company analyzes various factors, including but not limited to, forecasts of projected annual earnings, taxing jurisdictions in which the pretax income and/or pretax losses will be generated, available tax planning strategies and estimated impacts attributable to the Act. The Company’s estimated annual effective tax rate is updated each quarter and may be significantly impacted by changes to the mix of forecasted earnings by tax jurisdiction. The tax impact of adjustments to the estimated annual effective tax rate are recorded in the period such estimates are revised. The Company is also required to record the tax impact of certain other non-recurring tax items, including changes in judgment about valuation allowances and uncertain tax positions, and changes in tax laws or rates, in the interim period in which they occur, rather than include them in the estimated annual effective tax rate.
The need to maintain valuation allowances against deferred tax assets in the U.S. and other affected countries will cause variability in the Company’s quarterly and annual effective tax rates. Full valuation allowances against deferred tax assets in the U.S. and applicable foreign countries will be maintained until sufficient positive evidence exists to reduce or eliminate them. The factors considered by management in its determination of the probability of the realization of the deferred tax assets include, but are not limited to, recent historical financial results, historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, tax planning strategies and projected future impacts attributable to the Act. If, based upon the weight of available evidence, it is more likely than not the deferred tax assets will not be realized, a valuation allowance is recorded. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses, in particular, when there is a cumulative loss incurred over a three-year period. In regards to the full valuation allowance recorded against the U.S. net deferred tax assets, the cumulative U.S. pretax book loss adjusted for significant permanent items incurred over the three-year period ended December 31, 2017 limits the ability to consider other subjective evidence such as the Company’s plans to improve U.S. profits, and as such, the Company continues to maintain a full valuation allowance against the U.S. net deferred tax assets. Based on the Company’s current assessment, it is possible that within the next 3 to 15 months, the existing valuation allowance against the U.S. net deferred tax assets could be partially released. Any such release is dependent upon the sustained improvement in U.S. operating results, and, if such a release of the valuation allowance were to occur, it could have a significant impact on net income in the quarter in which it is deemed appropriate to partially release the reserve.
Due to the timing of the Act and the substantial changes it brings, the SEC issued Staff Accounting Bulletin No. 118 ("SAB 118"), which provides registrants a measurement period to report the impact of the new U.S. tax law. During the measurement period, provisional amounts for the effects of the law are recorded to the extent a reasonable estimate can be made. To the extent that all

18




information necessary is not available, prepared or analyzed, companies may recognize provisional estimated amounts for a period of up to one year following enactment of the Act.
For year-end 2017, the Company recorded provisional amounts for impacts of the Act in accordance with the guidance as of the date of the year-end filing, including the one-time transition tax on the mandatory deemed repatriation of foreign earnings, gross foreign tax credit carryforwards, the remeasurement of deferred taxes, and related valuation allowances. In the three months ended September 30, 2018, the Company has continued to evaluate these impacts of the Act and has not identified any material adjustment to the previously recorded provisional amounts. The Company will continue to refine provisional amounts surrounding the remeasurement of deferred taxes and information related to unremitted earnings from foreign affiliates to more precisely analyze and compute the remeasurement of deferred taxes and the impact of the transition tax under the Act, as well as other provisions of the Act, such as the global minimum income tax and base erosion tax provisions related to offshore activities and affiliated party payments, as more information and further guidance become available.
Unrecognized Tax Benefits
Gross unrecognized tax benefits as of September 30, 2018 and December 31, 2017, including amounts attributable to discontinued operations, were $18 million in both years. Of these amounts approximately $11 million and $9 million as of September 30, 2018 and December 31, 2017, respectively, represent the amount of unrecognized benefits that, if recognized, would impact the effective tax rate. The gross unrecognized tax benefit differs from that which would impact the effective tax rate due to uncertain tax positions embedded in other deferred tax attributes carrying a full valuation allowance. If the uncertainty is resolved while a full valuation allowance is maintained, these uncertain tax positions should not impact the effective tax rate in current or future periods. The Company records interest and penalties related to uncertain tax positions as a component of income tax expense and related amounts accrued at September 30, 2018 and December 31, 2017 was $2 million and $3 million, respectively.
With few exceptions, the Company is no longer subject to U.S. federal tax examinations for years before 2014, or state, local or non-U.S. income tax examinations for years before 2003, although U.S. net operating losses carried forward into open tax years technically remain open to adjustment. During the first quarter of 2018, the IRS informed the Company that the 2016 tax year would be added to the ongoing examination of the Company’s U.S. tax returns for 2014 and 2015. Although it is not possible to predict the timing of the resolution of all ongoing tax audits with accuracy, it is reasonably possible that certain tax proceedings in Europe, Asia and Mexico could conclude within the next twelve months and result in a significant increase or decrease in the balance of gross unrecognized tax benefits. Given the number of years, jurisdictions and positions subject to examination, the Company is unable to estimate the full range of possible adjustments to the balance of unrecognized tax benefits. The long-term portion of uncertain income tax positions (including interest) in the amount of $11 million is included in "Other non-current liabilities" on the consolidated balance sheet, while the current portion in the amount of $2 million, is included in "Other current liabilities" on the consolidated balance sheet.
During 2012, Brazil tax authorities issued tax assessment notices to Visteon Sistemas Automotivos (“Sistemas”) related to the sale of its chassis business to a third party, which required a deposit in the amount of $15 million during 2013 necessary to open a judicial proceeding against the government in order to suspend the debt and allow Sistemas to operate regularly before the tax authorities after attempts to reopen an appeal of the administrative decision failed. Adjusted for currency impacts and accrued interest, the deposit amount is approximately $13 million, as of September 30, 2018. The Company believes that the risk of a negative outcome is remote once the matter is fully litigated at the highest judicial level. These appeal payments, as well as income tax refund claims associated with other jurisdictions, total $16 million as of September 30, 2018, and are included in "Other non-current assets" on the consolidated balance sheet.

19




NOTE 14. Stockholders’ Equity and Non-controlling Interests
Changes in equity for the three and nine months ended September 30, 2018 and 2017 are as follows:
 
2018
 
2017
 
Visteon
 
NCI
 
Total
 
Visteon
 
NCI
 
Total
 
(Dollars in Millions)
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
516

 
$
100

 
$
616

 
$
569

 
$
136

 
$
705

Net income from continuing operations
20

 
3

 
23

 
43

 
4

 
47

Net income from discontinued operations
1

 

 
1

 

 

 

Net income
21

 
3

 
24

 
43

 
4

 
47

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
    Foreign currency translation adjustments
(14
)
 
(3
)
 
(17
)
 
17

 
2

 
19

    Net investment hedge

 

 

 
(7
)
 

 
(7
)
Benefit plans

 

 

 
(1
)
 

 
(1
)
    Unrealized hedging gain
1

 

 
1

 
1

 

 
1

    Total other comprehensive income (loss)
(13
)
 
(3
)
 
(16
)
 
10

 
2

 
12

Stock-based compensation, net
2

 

 
2

 
3

 

 
3

Share repurchases
(50
)
 

 
(50
)
 
(10
)
 

 
(10
)
VFAE acquisition

 
15

 
15

 

 

 

Dividends to non-controlling interests

 

 

 

 
(24
)
 
(24
)
Ending balance
$
476

 
$
115

 
$
591

 
$
615

 
$
118

 
$
733

 
2018
 
2017
 
Visteon
 
NCI
 
Total
 
Visteon
 
NCI
 
Total
 
(Dollars in Millions)
Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
637

 
$
124

 
$
761

 
$
586

 
$
138

 
$
724

Net income from continuing operations
119

 
8

 
127

 
143

 
11

 
154

Net income from discontinued operations
2

 

 
2

 
8

 

 
8

Net income
121

 
8

 
129

 
151

 
11

 
162

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
    Foreign currency translation adjustments
(43
)
 
(4
)
 
(47
)
 
57

 
4

 
61

    Net investment hedge
2

 

 
2

 
(20
)
 

 
(20
)
    Benefit plans
2

 

 
2

 
(2
)
 

 
(2
)
    Unrealized hedging gain
5

 

 
5

 
4

 

 
4

    Total other comprehensive income (loss)
(34
)
 
(4
)
 
(38
)
 
39

 
4

 
43

Stock-based compensation, net
2

 

 
2

 
9

 

 
9

Share repurchases
(250
)
 

 
(250
)
 
(170
)
 

 
(170
)
VFAE acquisition

 
15

 
15

 

 

 

Dividends to non-controlling interests

 
(28
)
 
(28
)
 

 
(35
)
 
(35
)
Ending balance
$
476

 
$
115

 
$
591

 
$
615

 
$
118

 
$
733

Stock-based Compensation, net
On June 7, 2018, the Company modified the accounting for certain cash settled stock-based compensation Restricted Stock Units ("RSUs") for non-employee directors of the Company. These awards, previously subject to liability accounting, are now expected to settle in stock. The liability of $6 million related to these awards has been reclassified to shareholders' equity as of June 30, 2018 and will be subject to equity method accounting going forward.


20




During the nine months ended September 30, 2018, the Company recognized a $10 million benefit on forfeiture of unvested shares due to the settlement of a litigation matter as further described in Note 17, "Commitments and Contingencies."
Share Repurchase Program
On January 9, 2017, the Company's Board of Directors authorized $400 million of share repurchases of common stock through March 2018. During first quarter of 2017, the Company entered into an accelerated share buyback ("ASB") program to purchase shares of Visteon common stock for an aggregate purchase price of $125 million. Under this program, the Company purchased 1,300,366 shares at an average price of $96.13.
Beginning in the second quarter of 2017, the Company paid approximately $75 million to repurchase 677,778 shares at an average price of $110.63 via open market share repurchases through December 31, 2017. 
On January 15, 2018, the Company's Board of Directors authorized an additional $500 million of share repurchases, for a total authorization of $700 million, of its shares of common stock through 2020.
During the first nine months of 2018, the Company entered into various programs with third-party financial institutions to purchase an aggregate amount of $250 million of the Company's common stock as further described below:
On December 19, 2017, the Company entered into a forward starting share repurchase agreement with a third party financial institution to purchase up to $25 million of the Company's common stock complying with the provisions of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934. Share purchases under the program commenced on January 2, 2018 and expired on February 26, 2018. Under this arrangement, the Company paid approximately $13 million to purchase a total of 109,190 shares with an average price of $120.41.
During the first quarter of 2018, the Company entered into a brokerage agreement with a third-party financial institution to execute open market repurchases of the Company's common stock. Pursuant to this arrangement the Company paid $12 million to repurchase 96,360 shares at an average price of $122.99.
On March 6, 2018, the Company entered into a share repurchase agreement with a third party financial institution to purchase shares of its common stock complying with the provisions of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934. Share purchases under the program commenced on March 6, 2018 and expired on March 19, 2018. The Company paid approximately $25 million to purchase a total of 204,775 shares with an average price of $122.08 under this program.
On March 6, 2018 the Company entered into an ASB program with a third-party financial institution to purchase shares of Visteon common stock for an aggregate purchase price of $150 million. On March 7, 2018, the Company received an initial delivery of 988,386 shares of common stock using a reference price of $121.41. The ASB program concluded on July 20, 2018 and the Company received an additional 229,986 shares. In total the Company purchased 1,218,372 shares at an average price of $123.12 under this ASB program.
During the third quarter of 2018, the Company entered into a brokerage agreement with a third-party financial institution to execute open market repurchases of the Company's common stock. Pursuant to this arrangement the Company paid $10 million to repurchase 87,141 shares at an average price of $114.67.
On August 27, 2018, the Company entered into a share repurchase agreement with a third party financial institution to repurchase of the Company's common stock complying with the provisions of Rule 10b5-1 and Rule 10b-18 under the Securities and Exchange Act of 1934. Pursuant to these programs the Company spent $40 million to repurchase 375,069 shares at an average price of $106.65 during the quarter.
As of September 30, 2018, $450 million of the authorization through 2020 remains outstanding. The Company anticipates that additional repurchases of common stock, if any, would occur from time to time in open market transactions or in privately negotiated transactions depending on market and economic conditions, share price, trading volume, alternative uses of capital and other considerations.

21




Non-Controlling Interests
The Company's non-controlling interests are as follows:
 
September 30
 
December 31
 
2018
 
2017
 
(Dollars in Millions)
Yanfeng Visteon Automotive Electronics Co., Ltd.
$
55

 
$
77

Shanghai Visteon Automotive Electronics, Co., Ltd.
42

 
44

Changchun Visteon FAWAY Electronics, Co., Ltd.
15

 

Other
3

 
3

 
$
115

 
$
124

Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive income (loss) (“AOCI”) and reclassifications out of AOCI by component include:
 
Three Months Ended September 30
 
Nine Months Ended
September 30
 
2018
 
2017
 
2018
 
2017
 
(Dollars in Millions)
Changes in AOCI:
 
 
 
 
 
 
 
Beginning balance
$
(195
)
 
$
(204
)
 
$
(174
)
 
$
(233
)
Other comprehensive income (loss) before reclassification, net of tax
(11
)
 
8

 
(33
)
 
34

Amounts reclassified from AOCI
(2
)
 
2

 
(1
)
 
5

Ending balance
$
(208
)
 
$
(194
)
 
$
(208
)
 
$
(194
)
Changes in AOCI by Component:
 
 
Foreign currency translation adjustments
 
 
 
 
 
 
 
  Beginning balance
$
(129
)
 
$
(123
)
 
$
(100
)
 
$
(163
)
Other comprehensive income (loss) before reclassification, net of tax (a)
(14
)
 
17

 
(43
)
 
57

  Ending balance
(143
)
 
(106
)
 
(143
)
 
(106
)
Net investment hedge
 
 
 
 
 
 
 
  Beginning balance
(10
)
 
(3
)
 
(12
)
 
10

  Other comprehensive income (loss) before reclassification, net of tax (a)
1

 
(7
)
 
3

 
(20
)
  Amounts reclassified from AOCI
(1
)
 

 
(1
)
 

  Ending balance
(10
)
 
(10)

 
(10
)
 
(10)

Benefit plans
 
 
 
 
 
 
 
  Beginning balance
(61
)
 
(76
)
 
(63
)
 
(75
)
  Other comprehensive income (loss) before reclassification, net of tax (a)

 
(1
)
 
1

 
(2
)
  Amounts reclassified from AOCI

 

 
1

 

  Ending balance
(61
)
 
(77
)
 
(61
)
 
(77
)
Unrealized hedging gain (loss)
 
 
 
 
 
 
 
  Beginning balance
5

 
(2
)
 
1

 
(5
)
  Other comprehensive income (loss) before reclassification, net of tax (b)
2

 
(1
)
 
6

 
(1
)
  Amounts reclassified from AOCI
(1
)
 
2

 
(1
)
 
5

  Ending balance
6

 
(1
)
 
6

 
(1
)
Total AOCI
$
(208
)
 
$
(194
)
 
$
(208
)
 
$
(194
)
(a) Net tax expense was less than $1 million for both the three and nine months ended September 30, 2018 and 2017.
(b) Net tax benefit was less than $1 million and net tax expense was less than $1 million related to unrealized hedging loss (gain) for the three months ended September 30, 2018 and 2017, respectively. Net tax expense of less than $1 million and $1 million are related to unrealized hedging gain for the nine months ended September 30, 2018 and 2017, respectively.


22




NOTE 15. Earnings Per Share
Basic earnings per share is calculated by dividing net income attributable to Visteon by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding. Performance based share units are considered contingently issuable shares, and are included in the computation of diluted earnings per share based on the number of shares that would be issuable if the reporting date were the end of the contingency period and if the result would be dilutive.
The table below provides details underlying the calculations of basic and diluted earnings per share:
 
Three Months Ended September 30
 
Nine Months Ended
September 30
 
2018
 
2017
 
2018
 
2017
 
(In Millions, Except Per Share Amounts)
Numerator:
 
 
 
 
 
 
 
Net income from continuing operations attributable to Visteon
$
20

 
$
43

 
$
119

 
$
143

Net income from discontinued operations attributable to Visteon
1

 

 
2

 
8

Net income attributable to Visteon
$
21

 
$
43

 
$
121

 
$
151

Denominator:
 
 
 
 
 
 
 
Average common stock outstanding - basic
29.3

 
31.2

 
29.8

 
31.8

Dilutive effect of performance based share units and other
0.2

 
0.6

 
0.3

 
0.5

Diluted shares
29.5

 
31.8

 
30.1

 
32.3

Basic and Diluted Per Share Data:
 
 
 
 
 
 
 
Basic earnings per share attributable to Visteon:
 
 
 
 
 
 
 
Continuing operations
$
0.68

 
$
1.38

 
$
3.99

 
$
4.50

Discontinued operations
0.03

 

 
0.07

 
0.25

 
$
0.71

 
$
1.38

 
$
4.06

 
$
4.75

Diluted earnings per share attributable to Visteon:
 
 
 
 
 
 
 
Continuing operations
$
0.68

 
$
1.35

 
$
3.95

 
$
4.43

Discontinued operations
0.03

 

 
0.07

 
0.25

 
$
0.71

 
$
1.35

 
$
4.02

 
$
4.68

NOTE 16. Fair Value Measurements and Financial Instruments
Fair Value Measurements
The Company uses a three-level fair value hierarchy that categorizes assets and liabilities measured at fair value based on the observability of the inputs utilized in the valuation. The fair value hierarchy gives the highest priority to the quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs.
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.

23




Items Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis. The fair value measurements are generally determined using unobservable inputs and are classified within Level 3 of the fair value hierarchy. These assets include long-lived assets, intangible assets and investments in affiliates, which may be written down to fair value as a result of impairment. During the nine months ended September 30, 2018, there were no items measured at fair value on a nonrecurring basis, except for the items described in Note 3 "Acquisitions."
Items Not Carried at Fair Value
The Company's fair value of debt was approximately $382 million and $401 million as of September 30, 2018 and December 31, 2017, respectively. Fair value estimates were based on the current rates offered to the Company for debt of the same remaining maturities. Accordingly, the Company's debt fair value disclosures are classified as Level 2, "Other Observable Inputs" in the fair value hierarchy.
Items Measured at Fair Value on a Recurring Basis
The Company is exposed to various market risks including, but not limited to, changes in currency exchange rates and market interest rates. The Company manages these risks, in part, through the use of derivative financial instruments. The maximum length of time over which the Company hedges the variability in the future cash flows related to transactions, excluding those transactions as related to the payment of variable interest on existing debt, is eighteen months. The maximum length of time over which the Company hedges forecasted transactions related to variable interest payments is the term of the underlying debt. The use of financial derivative instruments may pose risk of loss in the event of nonperformance by the transaction counter-party.
The Company presents its derivative positions and any related material collateral under master netting arrangements that provide for the net settlement of contracts, by counterparty, in the event of default or termination. Derivative financial instruments designated and non-designated as hedging instruments are included in the Company’s consolidated balance sheets. There is no cash collateral on any of these derivatives.
Foreign currency hedge instruments are measured at fair value on a recurring basis under an income approach using industry-standard models that consider various assumptions, including time value, volatility factors, current market and contractual prices for the underlying and non-performance risk. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Accordingly, the Company's foreign currency instruments are classified as Level 2, "Other Observable Inputs" in the fair value hierarchy.
Interest rate swaps are valued under an income approach using industry-standard models that consider various assumptions, including time value, volatility factors, current market and contractual prices for the underlying and non-performance risk. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, and can be derived from observable data or supported by observable levels at which transactions are executed in the marketplace. Accordingly, the Company's interest rate swaps are classified as Level 2, "Other Observable Inputs" in the fair value hierarchy.
Foreign Exchange Risk: The Company’s net cash inflows and outflows exposed to the risk of changes in foreign currency exchange rates arise from the sale of products in countries other than the manufacturing source, foreign currency denominated supplier payments, debt and other payables, subsidiary dividends and investments in subsidiaries. The Company primarily uses foreign currency derivative instruments, including forward and option contracts, to mitigate the variability of the value of cash flows denominated in currency other than the hedging entity's functional currency. Foreign currency exposures are reviewed periodically and any natural offsets are considered prior to entering into a derivative financial instrument. The Company’s current hedged foreign currency exposures include the Euro, Japanese Yen, Thai Baht and Mexican Peso.
As of September 30, 2018, and December 31, 2017, the Company had foreign currency derivative instruments with aggregate notional value of approximately $77 million and $119 million, respectively. At September 30, 2018, approximately $40 million of the hedge instruments have been designated as cash flow hedges. Accordingly, the total change in fair value of the transactions are initially recognized in other comprehensive income, a component of shareholders' equity, if considered highly effective. Upon settlement of the transactions, the accumulated gains and losses are reclassified to income in the same periods during which the hedged cash flows impact earnings. The fair value of these derivatives is an asset of $1 million and a liability of $2 million, as of September 30, 2018, and December 31, 2017, respectively. The difference between the gross and net value of these derivatives after offset by counter party is not material. The estimated AOCI that is expected to be reclassified into earnings within the next

24




12 months is an approximate gain of less than $1 million. The terms of the hedges do not exceed 18 months.
At December 31, 2017, the Company had cross currency swaps intended to mitigate the variability of the value of the Company's investment in certain European subsidiaries with an aggregate notional value of $150 million, designated as net investment hedges under the forward method of effectiveness assessment. The aggregate fair value was a non-current liability of $23 million at December 31, 2017.
In connection with the Company's early adoption of ASU 2017-12, on March 29, 2018 the Company re-designated the hedging relationships of its existing cross currency swaps as net investment hedges of certain of the Company's European affiliates. Concurrent with its adoption of the new standard, the Company elected to change the method of hedge effectiveness from the forward rate to the spot method.
On May 30, 2018, concurrent with the fourth amendment of its Credit Agreement, the Company elected to de-designate its net investment hedge relationships and modify its existing cross currency swaps to more closely align with certain terms of the amended facility. The amended swaps are designated as net investment hedges of the Company's investments in certain European affiliates. These existing off-market swap transactions had an aggregate liability fair value of approximately $22 million at the time of designation as net investment hedges. At inception of the hedge relationship the amount of excluded component related to the off-market swap transactions was $3 million. This amount is amortized into earnings on a straight-line basis through expiration of the swaps in August 2022. Additionally, the Company executed an incremental $50 million in notional value of cross currency swaps which are also designated as net investment hedges of certain of its European affiliates.

The Company uses the spot method to assess the effectiveness of its net investment hedge transactions. Accordingly, the effective portion of periodic changes in the fair value of the designated cross currency swaps are recorded to other comprehensive income. At September 30, 2018, the Company had cross currency swaps with an aggregate notional value of $200 million and aggregate fair value of $21 million recorded in other non-current liabilities.
Interest Rate Risk: The Company is subject to interest rate risk in relation to variable-rate debt. The Company uses financial derivative instruments to manage exposure to fluctuations in interest rates in connection with its risk management policies.
At December 31, 2017, the Company had an aggregate notional value of $150 million of interest rate swaps intended to mitigate the variability of interest expense related to the floating rate debt under the Term Facility. On May 30, 2018, concurrent with the amendment of its Term Facility, the Company terminated the interest rate swaps and received $4 million of proceeds upon settlement. Simultaneously, the Company executed interest rate swaps with an aggregate notional value of $200 million to effectively convert designated floating rate interest payments to fixed cash flows. On July 17, 2018, the Company executed an incremental interest rate swap transaction with a notional value of $50 million. At September 30, 2018, the Company had interest rate swaps with an aggregate notional value of $250 million.
The maturities of these swaps do not exceed the underlying obligations under the amended Term Facility. The instruments are designated as cash flow hedges, accordingly, the effective portion of the periodic changes in the fair value of the swap transactions is recognized in accumulated other comprehensive income, a component of shareholders' equity. Subsequently, the accumulated gains and losses recorded in equity are reclassified to income in the period during which the hedged cash flow impacts earnings. As of September 30, 2018 and December 31, 2017, the fair value of the derivative was an asset of approximately $2 million and less than $1 million, respectively. AOCI expected to be reclassified into earnings within the next 12 months is a gain of $1 million.

25




Financial Statement Presentation
Gains and losses on derivative financial instruments for the three and nine months ended September 30, 2018 and 2017 are as follows:
 
 
Recorded Income (Loss) into AOCI, net of tax
 
Reclassified from AOCI into Income (Loss)
 
Recorded in Income (Loss)
 
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
 
(Dollars in Millions)
Three Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency risk - Cost of sales:
 
 
 
 
 
 
 
 
 
 
 
 
Cash flow hedges
 
$

 
$
(1
)
 
$
1

 
$
2

 
$

 
$

Non-designated cash flow hedges
 

 

 

 

 

 
1

Foreign currency risk - Interest expense, net:
 
 
 
 
 
 
 
 
 
 
 
 
Net investment hedges
 
1

 
(7
)
 
1

 

 

 

Interest rate risk - Interest expense, net:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
 
2

 

 

 

 

 

 
 
$
3

 
$
(8
)
 
$
2

 
$
2

 
$

 
$
1

Nine Months Ended September 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency risk - Cost of sales:
 
 
 
 
 
 
 
 
 
 
 
 
Cash flow hedges
 
$
2

 
$
(1
)
 
$
1

 
$
5

 
$

 
$

Non-designated cash flow hedges
 

 

 

 

 
1

 
(2
)
Foreign currency risk - Interest expense, net:
 
 
 
 
 
 
 
 
 
 
 
 
Net investment hedges
 
3

 
(20
)
 
1

 

 

 

Interest rate risk - Interest expense, net:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
 
4

 

 

 
1

 

 

 
 
$
9

 
$
(21
)
 
$
2

 
$
6

 
$
1

 
$
(2
)
Concentrations of Credit Risk
Financial instruments including cash equivalents, derivative contracts, and accounts receivable, expose the Company to counter-party credit risk for non-performance. The Company’s counterparties for cash equivalents and derivative contracts are banks and financial institutions that meet the Company’s credit rating requirements. The Company’s counterparties for derivative contracts are substantial investment and commercial banks with significant experience using such derivatives. The Company manages its credit risk through policies requiring minimum credit standing and limiting credit exposure to any one counter-party and through monitoring counter-party credit risks.
The Company's credit risk with any individual customer does not exceed ten percent of total accounts receivable except for Ford and its affiliates which represent 26% and 28%, Mazda which represents 18% and 17% and Renault/Nissan which represents 13% and 14%, of the balance as of September 30, 2018 and December 31, 2017, respectively.

26




NOTE 17. Commitments and Contingencies
Litigation and Claims
In 2003, the Local Development Finance Authority of the Charter Township of Van Buren, Michigan (the “Township”) issued, approximately $28 million in bonds finally maturing in 2032, the proceeds of which were used at least in part to assist in the development of the Company’s U.S. headquarters located in the Township. During January 2010, the Company and the Township entered into a settlement agreement (the “Settlement Agreement”) that, among other things, reduced the taxable value of the headquarters property to current market value and facilitated certain claims of the Township in the Company’s chapter 11 proceedings. The Settlement Agreement also provided that the Company would negotiate in good faith with the Township in the event that property tax payments was inadequate to permit the Township to meet its payment obligations with respect to the bonds. In September 2013, the Township notified the Company in writing that it is estimating a shortfall in tax revenues of between $25 million and $36 million, which could render it unable to satisfy its payment obligations under the bonds. On May 12, 2015, the Township commenced a proceeding against the Company in the U. S. Bankruptcy Court for the District of Delaware in connection with the foregoing. Upon the Company’s motion to dismiss, the Township dismissed the proceeding before the Delaware Bankruptcy Court and re-commenced the proceeding against the Company in the Michigan Wayne County Circuit Court for the State of Michigan on July 2, 2015. The Township sought damages or, alternatively, declaratory judgment that, among other things, the Company is responsible under the Settlement Agreement for payment of any shortfall in the bond debt service payments. On February 2, 2016, the Wayne County Circuit Court dismissed the Township’s lawsuit without prejudice on the basis that the Township’s claims were not ripe for adjudication. The Township appealed the decision to the Michigan Court of Appeals, which affirmed the dismissal of the Township’s lawsuit. The Township has sought leave to appeal from the Michigan Supreme Court. On May 11, 2018, the Supreme Court directed supplemental briefing and oral argument “on whether to grant the application or take other action.” The Township filed its supplemental brief on June 22, 2018, and Visteon filed its brief on July 13, 2018. On October 9, 2018, the Supreme Court held oral argument and took the matter under advisement. It is not known when the Supreme Court will issue its decision and whether it will grant leave or some other form of relief. The Company disputes the factual and legal assertions made by the Township and intends to vigorously defend the matter. The Company is not able to estimate the possible loss or range of loss in connection with this matter.
The dispute between the Company and its former President and Chief Executive Officer, Timothy D. Leuliette, was resolved in the first quarter of 2018. Pursuant to the resolution, the Company recognized $17 million of pre-tax income, representing the forfeiture of stock based awards and release of other liabilities accrued during prior periods. The benefit is classified as a reduction to selling, general and administrative expenses of $10 million, a benefit to "Other income, net" of $4 million, and a benefit to discontinued operations of $3 million
In November 2013, the Company and Halla Visteon Climate Control Corporation (“HVCC”), jointly filed an Initial Notice of Voluntary Self-Disclosure statement with the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) regarding certain sales of automotive HVAC components by a minority-owned, Chinese joint venture of HVCC into Iran. The Company updated that notice in December 2013, and subsequently filed a voluntary self-disclosure regarding these sales with OFAC in March 2014. In May 2014, the Company voluntarily filed a supplementary self-disclosure identifying additional sales of automotive HVAC components by the Chinese joint venture, as well as similar sales involving an HVCC subsidiary in China, totaling approximately $12 million, and filed a final voluntary-self disclosure with OFAC on October 17, 2014. OFAC is currently reviewing the results of the Company’s investigation. Following that review, OFAC may conclude that the disclosed sales resulted in violations of U.S. economic sanctions laws and warrant the imposition of civil penalties, such as fines, limitations on the Company's ability to export products from the United States, and/or referral for further investigation by the U.S. Department of Justice. Any such fines or restrictions may be material to the Company’s financial results in the period in which they are imposed, but is not able to estimate the possible loss or range of loss in connection with this matter. Additionally, disclosure of this conduct and any fines or other action relating to this conduct could harm the Company’s reputation and have a material adverse effect on its business, operating results and financial condition. The Company cannot predict when OFAC will conclude its own review of voluntary self-disclosures or whether it may impose any of the potential penalties described above.
The Company's operations in Brazil and Argentina are subject to highly complex labor, tax, customs and other laws. While the Company believes that it is in compliance with such laws, it is periodically engaged in litigation regarding the application of these laws. As of September 30, 2018, the Company maintained accruals of approximately $13 million and $3 million for claims aggregating approximately $99 million and $3 million in Brazil and Argentina, respectively. The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company's assessment of the claims and prior experience with similar matters.

27




While the Company believes its accruals for litigation and claims are adequate, the final amounts required to resolve such matters could differ materially from recorded estimates and the Company's results of operations and cash flows could be materially affected.
Guarantees and Commitments
The Company has provided a $11 million loan guarantee to YFVIC. The guarantee contains standard non-payment provisions to cover the borrowers in event of non-payment of principal, accrued interest, and other fees, and the loan is expected to be fully paid by September 2019.
As part of the agreements of the Climate Transaction and Interiors Divestiture, the Company continues to provide lease guarantees to divested Climate and Interiors entities. As of September 30, 2018, the Company has approximately $5 million and $1 million of outstanding guarantees, related to the divested Climate and Interiors entities, respectively. These guarantees will generally cease upon expiration of current lease agreements.
Product Warranty and Recall
Amounts accrued for product warranty and recall claims are based on management’s best estimates of the amounts that will ultimately be required to settle such items. The Company’s estimates for product warranty and recall obligations are developed with support from its sales, engineering, quality and legal functions and include due consideration of contractual arrangements, past experience, current claims and related information, production changes, industry and regulatory developments and various other considerations. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend or settle such claims beyond the amounts accrued or beyond what the Company may recover from its suppliers. Specific cause actions represent customer actions related to defective supplier parts and related software.
The following table provides a reconciliation of changes in the product warranty and recall claims liability:
 
Nine Months Ended September 30
 
2018
 
2017
 
(Dollars in Millions)
Beginning balance
$
49