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)
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Delaware
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1-15827
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38-3519512 |
(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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One Village Center Drive, Van Buren Township, Michigan |
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48111 |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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))
EXHIBIT 99.1
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NEWS RELEASE
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Visteon Announces Preliminary Second Quarter 2005 Financial Information
Second Quarter Highlights
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Non-Ford sales of $1.8 billion; new business wins continue in core areas |
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Refinancing of credit facilities completed |
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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 companys Audit Committee is conducting an independent review of
the accounting for certain transactions originating in the companys 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 companys or its independent registered public accounting firms 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 companys 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.
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Contact(s): |
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Media Inquiries
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Investor Inquiries
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Visteon Corporation |
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Jim Fisher
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Derek Fiebig
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One Village Center Drive |
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734-710-5557
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734-710-5800
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Van Buren Twp., Mich., 48111 |
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jfishe89@visteon.com
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dfiebig@visteon.com |
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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.
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Dial-in numbers: |
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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 Visteons 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 Fords 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 Visteons Audit Committee and the companys
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.
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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)
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Sales |
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Ford and affiliates |
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$ |
3,223 |
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Other customers |
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1,780 |
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Total sales |
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$ |
5,003 |
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Costs of sales |
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$ |
5,891 |
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Selling, administrative and other expenses |
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$ |
274 |
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Operating loss |
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$ |
(1,162 |
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Loss before income taxes and minority interests |
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$ |
(1,185 |
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Net loss |
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$ |
(1,193 |
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Net loss per share |
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Basic and diluted |
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$ |
(9.49 |
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Average shares outstanding |
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Basic and diluted |
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125.7 |
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Special charges (included in costs of sales) |
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$ |
(1,132 |
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Special charges above, after-tax |
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$ |
(1,132 |
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Special charges per share, based on
average diluted shares outstanding above |
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$ |
(9.01 |
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Other Selected Information |
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Depreciation and amortization |
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Depreciation |
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$ |
154 |
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Amortization |
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26 |
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Total depreciation and amortization |
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$ |
180 |
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Net interest expense |
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$ |
31 |
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Income tax
benefit |
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$ |
(2 |
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Capital expenditures (including $2 million related to capital leases) |
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$ |
152 |
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Cash and borrowing |
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Cash |
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$ |
823 |
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Borrowing |
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1,921 |
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