FORM 8-K

 

 

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) June 28, 2013

 

 

VISTEON CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-15827   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:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


SECTION 2 – FINANCIAL INFORMATION

Item 2.02. Results of Operations and Financial Condition.

On June 28, 2013 and pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Visteon Corporation (the “Company”) filed an amended Annual Report on Form 10-K/A to include in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 certain consolidated financial statements and related notes of Yanfeng Visteon Automotive Trim Systems Company Limited, an unconsolidated joint venture incorporated in the Peoples Republic of China in which the Company owns a 50% interest (“YFV”). In connection with such amended report, the Company is making available to investors and security analysts certain supplemental financial information attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Ac, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SECTION 7 – REGULATION FD

Item 7.01. Regulation FD Disclosure.

See “Item 2.02. Results of Operations and Financial Condition” above.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

  

Description

99.1    Supplemental financial information of the Company relating to YFV.

 

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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: June 28, 2013

    By:  

/s/ Michael J. Widgren

      Michael J. Widgren
      Vice President, Corporate Controller and Chief Accounting Officer

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

  

Page

99.1    Supplemental financial information of Visteon Corporation relating to Yanfeng Visteon Automotive Trim Systems Company Limited.   

 

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EXHIBIT 99.1
Yanfeng 3-09 Financial Statements
June 28, 2013
Exhibit 99.1
Yanfeng Visteon
Electronics
Interiors
Our Family
of Businesses


Page 2
Overview
Rule 3-09 requires separate financial statements be filed for significant subsidiaries
that meet certain conditions as set forth by the SEC
YFV meets these conditions and Visteon filed separate YFV financial statements for
historical periods on June 28, 2013 on a Form 10-K/A (amended 2012 annual filing)
IFRS basis; initial adoption January 1, 2011
Presented full-year 2011 and 2012
The
separate
financial
statements
include
the
following
items
in
RMB
under
IFRS:
Statement of Income, including revenue, gross profit and net profit
Statement of Financial Position with typical balance sheet categories
Statement of Shareholders’
Equity
Statement of Cash Flows
Notes to Financial Statements
YFV Rule 3-09 Separate Statements
YFV Financial Statements Required on Annual Basis Only


Page 3
YFV Structure
The financials in the 3-09
financial statements relate to
the 50% / 50% JV between
Visteon and HASCO (SAIC)
The 3-09 financial statements
exclude Visteon’s direct
interests in Yanfeng affiliates
(i.e. Dongfeng, Halol India,
Jinqiao, Tooling, Toppower
YFV Electronics)
50%
50%
YFV
Beijing
2002
75%
YFV
Tooling
2006
50%
Dongfeng
Visteon
(1)
2003
40%
YFV    
Jinqiao
2004
75%
60%
2002
50.1%
2004
YF Key
Safety
50.05%
2007
YFV
Hefei
2007
80%
YFV
Jiqiang
2008
51%
YFV
Nanjing
2010
80%
YFV
NJ FEM
2010
51%
YFV
Zhejiang
2011
60%
50.01%
YFJCI
Seating
1997
YFV
Chongqing
2001
99%
YFV
Halol India
2011
50%
20%
12.5%
25%
50%
Toppower
58.44%
YFV
Electronics
(1) Visteon interest sold in June 2013.
40%
Represent Visteon direct interests in YFV affiliates (these direct interests are not included in YFV consolidated results)
YFPO
Exterior
Interiors Operations
29.092%


Page 4
YFV 3-09 Financial Highlights (2011-2012)
Under IFRS, YFV Generated     39.8 Billion in Sales in 2012 and
1.6 Billion in Profit
Note: See Visteon Corporation’s amended Annual Report on Form 10-K/A for additional information.


Page 5
YFV Balance Sheet (December 31, 2012)
Note: Assumes exchange rate of 6.31 RMB / USD.
Note: See Visteon Corporation’s amended Annual Report on Form 10-K/A for additional information.


Page 6
Walk to Visteon Reported 10-K Financials (FY 2012)
As Reported in Visteon’s 2012 Financial Statements,
YFV Earned $369 Million in Net Income Including $126 Million Non-Cash Gain
Gross
Net
Currency
Revenue
Margin
Income
IFRS
RMB
39,772
6,242
2,602
Less: Non-controlling interests
(1,049)
Equity holders of the parent
1,553
Exchange rate assumption
6.31
6.31
6.31
Translation
USD
$6,303
$989
$246
Reconciling Differences:
Classification
USD
(14)
(13)
-
Affiliate
Consolidation
(b)
USD
(1,119)
(192)
126
Timing / Other
USD
1
(2)
(3)
Visteon 2012 10-K Financial Statements
$5,171
$782
$369
(In Millions)
(a)
a)
Classification differences between U.S. GAAP and IFRS. 
b)
Affiliate Consolidation for U.S. GAAP purposes effective June 2012, resulting in non-cash gain of $126 million. 


Page 7
Reconciliation to Visteon Reported Equity Income (FY 2012)
Visteon
Recognized
$211
Million
in
2012
Equity
Income
Related
to
YFV
and
Affiliates
Visteon Equity
(USD in millions)
Net Income
Income
   Total Yanfeng Visteon
$369
$181
Visteon Direct Interests in Yanfeng Affiliates
30
   Total Yanfeng and Affiliates
$211
Other Visteon Non-Consolidated Affiliates
15
   Total Equity Income to Visteon
$226


Page 8
YFV 2012 EBITDA
Visteon’s 50% Share of YFV’s 2012 EBITDA Translates Into $210 Million
Note:
All financial information included in the 3-09 financial statements relates to YFV Consolidated only.  Visteon’s direct stakes in
Yanfeng affiliates are not considered for this reporting.