e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 8, 2005
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   1-15827   38-3519512
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS 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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

SECTION 2 — FINANCIAL INFORMATION
Item 2.02. Results of Operations and Financial Condition.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Press Release dated August 8, 2005


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-2-
SECTION 2 — FINANCIAL INFORMATION
Item 2.02. Results of Operations and Financial Condition.
     On August 8, 2005, the registrant issued a press release regarding certain preliminary unaudited financial information for the second quarter of 2005. The press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
     
Exhibit No.   Description
99.1
  Press release dated August 8, 2005

 


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-3-
SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  VISTEON CORPORATION
 
 
Date:  August 8, 2005 By:   /s/ William G. Quigley III    
    William G. Quigley III   
    Vice President, Corporate Controller and Chief Accounting Officer   
 

 


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-4-
EXHIBIT INDEX
         
Exhibit No.   Description   Page
 
       
Exhibit 99.1
  Press Release dated August 8, 2005    

 

exv99w1
 

EXHIBIT 99.1
NEWS RELEASE   (VISTEON LOGO)
Visteon Announces Preliminary Second Quarter 2005 Financial Information
Second Quarter Highlights
    Non-Ford sales of $1.8 billion; new business wins continue in core areas
 
    Refinancing of credit facilities completed
 
    Ford MOU signed; progress continues toward definitive agreements
VAN BUREN TOWNSHIP, Mich., Aug. 8, 2005 — Visteon Corporation (NYSE: VC), today announced preliminary second quarter 2005 sales of $5.0 billion and a net loss of $1.2 billion or $9.49 per share. These preliminary results include previously announced non-cash fixed asset impairment charges of $1.1 billion, or $9.01 per share.
The preliminary financial information presented is unaudited and remains subject to change because, as announced on May 10, 2005, the company’s Audit Committee is conducting an independent review of the accounting for certain transactions originating in the company’s North American purchasing activities. On August 1, 2005, Visteon provided an update on preliminary conclusions reached to date with respect to the transactions that have been the primary focus of the independent review. However, Visteon is not yet able to determine whether further adjustments may be required to the preliminary financial results presented, or in any other period, resulting from completion of the independent review, the company’s or its independent registered public accounting firm’s review processes or any subsequent events.
Non-Ford sales for the second quarter 2005 grew by $401 million, or 29 percent, compared with the second quarter 2004, to an all-time high of $1.8 billion and represented 36 percent of total sales. Ford sales decreased more than 7 percent to $3.2 billion, primarily reflecting lower production levels in North America and Europe. Currency favorably impacted total sales by $120 million.
Through the first half of the year Visteon has won more net new business with non-Ford customers than it did in the first half of 2004. These wins are balanced across several customers; 90 percent are in the core areas of electronics, interiors and climate and more than 80 percent are outside of North America.
“Our customer diversification continues as non-Ford sales were 36 percent of total sales in the second quarter and we continue to win new business with these customers in our key growth products,” said Mike Johnston, Visteon chairman and chief executive officer. “We also took a major step toward addressing a number of structural challenges in the company’s North American manufacturing operations by signing the memorandum of understanding with Ford. The Ford transaction will allow us to focus our efforts and resources to support our global customers in the core areas of electronics, interiors and climate and to take the required actions to improve our financial performance.”
             
 
  Contact(s):        
 
  Media Inquiries   Investor Inquiries   Visteon Corporation
 
  Jim Fisher   Derek Fiebig   One Village Center Drive
 
  734-710-5557   734-710-5800   Van Buren Twp., Mich., 48111
 
  jfishe89@visteon.com   dfiebig@visteon.com    

 


 

As announced on August 1, 2005, second quarter 2005 preliminary financial results include a non-cash charge of $1.1 billion for fixed assets in both North America and Europe. In North America, non-cash charges of nearly $900 million were recorded as the company reduced, to estimated fair value, the carrying value of fixed assets related to the 24 facilities that will be transferred to Ford. Visteon also recorded a non-cash charge of about $250 million to reduce the carrying value of certain non-core fixed assets, primarily in Europe, related to drive line and engine air fuel systems.
Compared with results from the same period a year ago, second quarter 2005 results were adversely impacted by lower Ford production volumes, price reductions and increased reserves for Tier 1 customer bankruptcies. Second quarter results were positively impacted by the benefits of the Ford Funding Agreement agreed to in March 2005 as well as other net cost efficiencies. The Ford Funding Agreement reduced the wage reimbursement to Ford for Visteon-assigned Ford / UAW hourly employees.
Visteon ended the second quarter 2005 with $823 million of cash and $1,921 million in debt, resulting in net debt of $1.1 billion, $128 million lower than it was on March 31, 2005. This reduction was a result of improved operating cash flow primarily reflecting the benefit of reduced payment terms provided by the Ford Funding Agreement as well as reduced capital spending.
Refinancing of Credit Facilities
During the quarter, Visteon also obtained a new $300 million secured short-term credit facility, and revised the terms of its existing $775 million, five-year facility and the $250 million delayed draw term loan. On August 1, 2005, Visteon drew down $450 million on its revised bank facilities to fund the repayment of its maturing $250 million 7.95 percent notes and to provide additional required liquidity due to working capital needs associated with summer shut down at its primary customers. Visteon expects to repay a portion of the amount drawn on the bank facilities when it receives the $250 million short term loan from Ford upon reaching definitive agreements with Ford relating to the Ford MOU.
Memorandum of Understanding with Ford
On May 25, 2005, Visteon and Ford announced that they had entered into a memorandum of understanding to transfer 24 North American facilities to a Ford-managed entity. The parties have made significant progress toward signing definitive agreements, including resolving most of the significant transactional issues and receiving U.S. anti-trust and union approvals. Both parties remain committed to the goal of closing the transaction by the end of the third quarter.
Visteon and Ford have been working diligently to define how Visteon will support the Ford-managed entity after closing of the transaction. Although agreements are not completely formalized, Visteon anticipates a significant portion of its salaried workforce in North America will support the Ford-managed entity. These employees will continue to support the transferred business as required and the Ford-managed entity will reimburse Visteon for the cost of these employees.

 


 

Conference Call Scheduled at 9:00 AM EDT Today
At 9 a.m. (EDT) today, a conference call is scheduled to discuss the results in further detail, as well as other related matters.
Dial-in numbers:   U.S.: 888-452-7086; International: 706-643-3752
(Call in approximately 10 minutes prior to the start of the conference.)
Those interested in hearing a replay of the conference in the United States should call 800-642-1687; international callers should dial 706-645-9291. The pass code to access the replay is 6927704 (domestic and international). The replay will be available for one week.
Visteon will provide a broadcast of the quarterly meeting for the general public via a live audio webcast. The conference call, along with the financial results release, presentation material and other supplemental information, can be accessed through Visteon’s Web site at www.visteon.com/earnings.
Visteon Corporation is a leading full-service supplier that delivers consumer-driven technology solutions to automotive manufacturers worldwide and through multiple channels within the global automotive aftermarket. Visteon has approximately 70,000 employees and a global delivery system of more than 200 technical, manufacturing, sales and service facilities located in 24 countries.
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various factors, risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements, including the automotive vehicle production volumes and schedules of our customers, and in particular Ford’s North American vehicle production volumes; our ability to enter into definitive agreements that reflect the terms of the memorandum of understanding with Ford and close the transactions that are contemplated in the memorandum of understanding; implementing structural changes that result from the closing of the transactions contemplated by the memorandum of understanding in order to achieve a competitive and sustained business; our ability to satisfy our future capital and liquidity requirements and comply with the terms of our credit agreements; the results of the investigation being conducted by Visteon’s Audit Committee and the company’s inability to make timely filings with the SEC; the financial distress of our suppliers; our successful execution of internal performance plans and other cost-reduction and productivity efforts; charges resulting from restructurings, employee reductions, acquisitions or dispositions; our ability to offset or recover significant material surcharges; the effect of pension and other post-employment benefit obligations; as well as those factors identified in our filings with the SEC (including our Annual Report on Form 10-K for the year-ended December 31, 2004). We assume no obligation to update these forward-looking statements.
###
Visteon news releases, photographs and product specification details
are available at www.visteon.com

 


 

VISTEON CORPORATION AND SUBSIDIARIES
SECOND QUARTER 2005 FINANCIAL INFORMATION SUMMARY
(preliminary and unaudited)
(in millions, except per share amounts)
         
Sales
       
Ford and affiliates
  $ 3,223  
Other customers
    1,780  
 
     
Total sales
  $ 5,003  
 
     
 
       
Costs of sales
  $ 5,891  
 
       
Selling, administrative and other expenses
  $ 274  
 
       
Operating loss
  $ (1,162 )
 
       
Loss before income taxes and minority interests
  $ (1,185 )
 
       
Net loss
  $ (1,193 )
 
       
Net loss per share
       
Basic and diluted
  $ (9.49 )
 
       
Average shares outstanding
       
Basic and diluted
    125.7  
 
       
Special charges (included in costs of sales)
  $ (1,132 )
 
       
Special charges above, after-tax
  $ (1,132 )
 
       
Special charges per share, based on
average diluted shares outstanding above
  $ (9.01 )
 
       
 
       
Other Selected Information
       
 
       
Depreciation and amortization
       
Depreciation
  $ 154  
Amortization
    26  
 
     
Total depreciation and amortization
  $ 180  
 
     
 
       
Net interest expense
  $ 31  
 
       
Income tax benefit
  $ (2 )
 
       
Capital expenditures (including $2 million related to capital leases)
  $ 152  
 
       
Cash and borrowing
       
Cash
  $ 823  
Borrowing
    1,921