SEC Filing | Visteon Corporation

VISTEON CORPORATION

Date: January 13, 2015

/s/ Jeffrey M. Stafeil

Jeffrey M. Stafeil

Executive Vice President

and Chief Financial Officer

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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) January 13, 2015

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:

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

x	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.

Senior executives of Visteon Corporation (the “Company”) are expected to make a presentation on January 13, 2015 to investors and security analysts at Deutsche Bank’s 2015 Global Auto Industry Conference in Detroit, Mich., which will include a discussion of the Company’s strategy, financial profile and related matters, including certain financial information. In connection with such presentation, the Company is making available the presentation slides attached hereto as Exhibit 99.1, which are incorporated herein by reference.

The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 8 – OTHER EVENTS

Item 8.01. Other

Events.

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		Presentation slides from the Company’s webcast presentation at the 2015 Global Auto Industry Conference to be held on January 13, 2015.

- 2 -

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.

- 3 -

EXHIBIT INDEX


Exhibit No.	Description	Page

99.1	Presentation slides from the Company’s webcast presentation at the 2015 Global Auto Industry Conference to be held on January 13, 2015.

- 4 -

EX-99.1

January 2015

Visteon Corporation

Deutsche Bank Global Auto Industry Conference

EXHIBIT 99.1

Strictly Private and Confidential

Page 2

This

presentation

contains

"forward-looking

statements"

within

the

meaning

the

Private

Securities

Litigation

Reform

Act

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, but not limited to:

Caution should be taken not to place undue reliance on our forward-looking statements, which represent our view only as of the

date of this presentation, and which we assume no obligation to update. New business wins and re-wins do not represent firm

orders or firm commitments from customers, but are based on various assumptions, including the timing and duration of product

launches, vehicle productions levels, customer price reductions and currency exchange rates.

conditions within the automotive industry, including (i) the automotive vehicle production volumes and schedules of our

customers, and in particular Ford's and Hyundai-Kia’s vehicle production volumes, (ii) the financial condition of our customers

and the effects of any restructuring or reorganization plans that may be undertaken by our customers, including work stoppages

at our customers, and (iii) possible disruptions in the supply of commodities to us or our customers due to financial distress, work

stoppages, natural disasters or civil unrest;

our

ability

satisfy

future

capital

and

liquidity

requirements;

including

our

ability

access

the

credit

and

capital

markets

the

times and in the amounts needed and on terms acceptable to us; our ability to comply with financial and other covenants in our

credit agreements; and the continuation of acceptable supplier payment terms;

our ability to execute on our transformational plans and cost-reduction initiatives in the amounts and on the timing contemplated;

our ability to satisfy pension and other post-employment benefit obligations;

our ability to access funds generated by foreign subsidiaries and joint ventures on a timely and cost effective basis;

general

economic

conditions,

including

changes

interest

rates

and

fuel

prices;

the

timing

and

expenses

internal

restructurings, employee reductions, acquisitions or dispositions and the effect of pension and other post-employment benefit

obligations;

increases in raw material and energy costs and our ability to offset or recover these costs, increases in our warranty, product

liability

and

recall

costs

the

outcome

legal

regulatory

proceedings

which

are

may

become

party;

and

those factors identified in our filings with the SEC (including our Annual Report on Form 10-K for the fiscal year ended December

31, 2013).

Forward-Looking Information

Page 3

Because not all companies use identical calculations, Adjusted EBITDA, Free Cash Flow

and Adjusted Free Cash Flow used throughout this presentation may not be comparable to

other similarly titled measures of other companies.

In order to provide the forward-looking non-GAAP financial measures for full-year 2014,

2015 and 2018, the Company is providing reconciliations to the most directly comparable

GAAP

financial

measures

the

subsequent

slides.

The

provision

these

comparable

GAAP financial measures is not intended to indicate that the Company is explicitly or

implicitly providing projections on those GAAP financial measures, and actual results for

such measures are likely to vary from those presented. The reconciliations include all

information reasonably available to the Company at the date of this presentation and the

adjustments that management can reasonably predict.

Use of Non-GAAP Financial Information

Page 4

This communication may be deemed to be solicitation material in respect of the proposed transaction. In

connection with the proposed transaction, Visteon intends to file relevant materials with the SEC,

including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy

statement with the SEC, Visteon will mail the definitive proxy statement and a proxy card to each

stockholder entitled to vote at the special meeting relating to the proposed transaction. INVESTORS AND

SECURITY HOLDERS OF VISTEON ARE URGED TO READ THESE MATERIALS (INCLUDING ANY

AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN

CONNECTION WITH THE PROPOSED TRANSACTION THAT VISTEON WILL FILE WITH THE SEC

WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION

ABOUT VISTEON AND THE PROPOSED TRANSACTION. The preliminary proxy statement, the

definitive proxy statement and other relevant materials in connection with the proposed transaction (when

they

become

available),

and

any

other

documents

filed

Visteon

with

the

SEC,

may

obtained

free

charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free

copies of the documents filed with the SEC at Visteon’s website, www.visteon.com, or by contacting our

Investor Relations department in writing at One Village Center Drive, Van Buren Township, MI 48111; by

phone (734) 710-5793; or via email at bkrakowi@visteon.com.

Visteon and its directors and executive officers may be deemed to be participants in the solicitation of

proxies from Visteon’s stockholders with respect to the proposed transaction. Information about Visteon’s

directors and executive officers and their ownership of Visteon’s common stock is set forth in the proxy

statement for Visteon’s 2014 Annual Meeting of Stockholders, which was filed with the SEC on April 29,

2014. Information regarding the identity of other potential participants, and their direct or indirect interests

in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and

other materials to be filed with the SEC in connection with the proposed transaction.

Additional Information and Where to Find It

Page 5

Today We Will …

Provide 2014 Performance Update

Discuss the Halla Visteon Climate Control Divestiture

Present the New Visteon

Update 2015 Full-Year Guidance and Objectives

Introduce Long-Term Outlook Supporting Investment Premise

Page 6

2014 Update

Adjusted EBITDA (ex. Disc. Ops.)

Visteon reaffirmed full-year 2014 Adjusted

EBITDA guidance of $675 to $705 million during

our Q3 2014 earnings presentation

Implied Q4 2014 midpoint Adjusted EBITDA of

$212 million was a significant increase versus Q3

Adjusted EBITDA of $142 million, driven by:

–

Strong sales growth versus Q3 2014

–

Timing of commercial agreements

–

Calendarization of engineering cost recoveries

–

Visteon Electronics synergies / cost efficiencies

We expect Q4 2014 Electronics and Corporate

results to exceed our internal projections;

however, we expect this improvement will be

offset by lower than expected Climate results

–

Climate results will include unfavorable

currency related to both hedges and the

translation of balance sheet accounts

(Midpoint)

(Dollars in Millions)

$675-705

$142

$212

Q3 2014 Actual

Q4 2014 Implied

Full Year 2014

Guidance

Please

see

important

disclosures

regarding

“Forward

Looking

Information“

and

“Use

Non-GAAP

Financial

Information”

Strictly Private and Confidential

January 2015

Sale of Halla Visteon Climate Control

Page 8

Transaction Overview

Transaction

Visteon to sell its 70% stake in Halla Visteon Climate Control Corp. (HVCC)

to an affiliate of Hahn & Co. and Hankook Tire Co. Ltd.

–

Hahn & Co.’s affiliate to purchase 50.5%

–

Hankook Tire Co. Ltd. will purchase the remaining 19.5%

Price: 52,000 KRW

Transaction Value: ~$3.6 billion USD for 70% of HVCC

–

Purchase price split between USD portion ($950 million) and KRW

portion (fully hedged into USD)

Purchase

Price

September 30, 2014 LTM financials for 100% of HVCC

–

Sales of $4.94 billion

–

Adjusted EBITDA of $507 million (excludes equity income and NCI)

HVCC Key

Financials

Expects ultimate tax exposure, after consideration of Visteon's tax attributes,

range

between

$295

million

and

$425

million,

function

final

resolution of sovereign tax issues

Visteon is pursuing opportunities to further reduce this tax liability

Transaction Has Unanimous Support from Visteon’s Board of Directors

Please

see

important

disclosures

regarding

“Forward

Looking

Information“

and

“Use

Non-GAAP

Financial

Information”

Tax

Implications

Transaction Rationale

A Sale of HVCC Unlocks Significant Value for Visteon Shareholders

Results in a pure-play, world-class auto electronics / connected car company

–

One of the world’s top three auto electronics suppliers of connectivity,

infotainment, driver information and controls

–

Well-capitalized with expected cash proceeds of $3.0+ billion from sale of HVCC,

providing flexibility to enhance value of existing Electronics assets or return capital

to shareholders

–

Two separate management teams, boards and capital structures

–

HVCC was 70% owned by Visteon and 30% publicly traded in Korea

–

There were complexities and inefficiencies bringing cash from HVCC to Visteon

–

There were limited synergies between HVCC and Visteon

Expected to unlock significant value for Visteon shareholders

–

Historically, Visteon has traded at a discount to the sum-of-the-parts

Allows Visteon shareholders to monetize HVCC assets at premium multiple,

capitalizing on today’s strong M&A environment

Page 9

Please see important disclosures regarding “Forward Looking Information“

HVCC and Visteon Electronics have largely functioned as separate companies

Page 10

Purchase Summary

(U.S. Dollars in Millions, unless otherwise noted)

(1)

Excludes transaction fees and expenses.

(2)

Estimated purchase price per share in USD using 1,096 KRW / USD rate to convert Korean Won portion of proceeds (hedge option rate).

(3)

70% of total Halla shares outstanding of 106.76 million.

HVCC

Purchase Price per Share (KRW)

52,000

Estimated

USD

Purchase

Price

per

(2)

$47.58

70%

HVCC

Outstanding

(Millions)

(3)

74.7

Equity Value for 70% Stake

$3,555

Plus: 70% of Halla Net Debt (9/30/2014)

Enterprise Value for 70% Stake

$3,568

Transaction Value

(1)

$3.6 Billion Enterprise Value, Including Net Debt

Please see important disclosures regarding “Forward Looking Information“

Page 11

After-tax Proceeds to Visteon

Net Proceeds to Visteon

$3.0+ Billion After-tax Proceeds to Visteon

(U.S. Dollars in Millions)

Please see important disclosures regarding “Forward Looking Information“

Est.

Tax

Liability

Low

High

Gross Proceeds

$3,555

Estimated Tax Liability

Gross Taxes Related to HVCC Sale

$470

$330

Tax Benefit of Fees and Expenses

(45)

(35)

Net Tax Impact Related to HVCC Sale

$425

$295

Estimated Transaction Fees & Expenses

Fees and Expenses

$120

$100

Net Proceeds to Visteon

$3,010

$3,160

•

Includes fees and expenses related

to the HVCC transaction, including

legal and advisor fees, a labor

retention settlement and the cost of

currency hedging

Est.

Transaction

Fees

Exp.

•

Tax liability could be further

reduced by an additional $100+

million related to tax savings

from unrelated actions which

will reduce taxable income in the

U.S.

•

Actions include potential

restructuring and legacy facility

transition actions

Potential Uses of Cash in 2015

Estimated Cash (ex. HVCC) of ~$3.5 Billion –

Expect to Return $2.5-$2.75 Billion of Cash to Shareholders

Page 12

Estimated Cash Balance

(Dollars in Millions)

Based on current market conditions and

assuming the transaction closes as

contemplated, Visteon plans to return $2.5-

$2.75 billion of cash to shareholders via a

structured series of actions including

buybacks and a special dividend which

could include a large return of capital as a

primary component, minimizing taxes for

shareholders

We will provide further details in due course,

but for now are not yet in a position to

provide more specificity. We expect these

series of actions to be completed within 12

months of the close of the transaction

Additional potential uses of cash in 2015:

–

Debt reduction (~$250 million)

–

Investments related to ex-JCI integration

for restructuring / IT (~$110 million pre-

tax; ~$72 million post-tax)

–

Value-accretive investments

Please see important disclosures regarding “Forward Looking Information“

Estimated cash balance of $3.525 billion

includes net HVCC proceeds as well as:

–

Delayed proceeds related to the sale of

Yanfeng (YFV) which occurred in late 2013

–

Expected costs related to legacy Europe

facility expected to be transitioned in 2015

Potential Uses of Cash in 2015

(1)

Includes cash flow impacts of two significant known actions during 2015 (i.e. inflow of delayed proceeds related to the 2013 sale of YFV and costs related to a legacy facility in

Europe that is expected to be transitioned by the end of 2015) as well as the net tax impact of these two actions.

$480

~ $3,525

$3,085

($40)

12/31/2014E Visteon

Cash Balance

(ex. HVCC)

After-tax Proceeds

from Sale of HVCC

(Midpoint)

Known 2015

Actions

(net of tax)

(1)

Estimated Cash

Balance

Strictly Private and Confidential

January 2015

The New Visteon

Page 14

The #3 Global Electronics Player

Please see important disclosures regarding “Forward Looking Information“

#3 provider of cockpit electronics globally

#2 driver information supplier in the world

Balanced Asia, America and Europe

footprint

Broad customer profile that includes

everything from entry-level vehicles to

high-end German luxury vehicles

Offerings across all major cockpit

electronics product lines

Balanced global manufacturing and R&D

footprint

Market-leading size and scale of R&D /

engineering resources

#3 Global Electronics Player,

with 10% Share

Positioned for Growth

The New Visteon is a World-class Cockpit Electronics Ecosystems Enterprise

with More than $3 Billion in Annual Sales

Conti

17%

Panasonic

Delphi 5%

Bosch 4%

Pioneer 4%

Others

30%

Alpine

Harman

Visteon

10%

Denso

10%

Balanced Global Manufacturing and R&D Footprint

Page 15

Americas

Europe

China

Asia Pacific

Japan

Global Technical Centers

Holland, MI, US

Van Buren Township, US

Cergy, FR

Chelmsford, GB

Karlsruhe, DE

Sofia, BG

Shanghai *

Chennai, IN

Regional Customer &

Technical Centers

Chihuahua, MX

São Paolo, BR

Binley, GB

Kerpen, DE

Monheim, DE

Palmela, PR

Paris, FR

Sophia Antipolis, FR

Changchun *

Xuzhou *

Pune, IN

Seoul, KR

Hiroshima

Nagoya

Yokohama

Manufacturing Sites

Chihuahua, MX x2

Gravatai, BR

Manaus, BR

Reynosa, MX

Bir El Bey, TN

La Ferté

Bernard, FR

Namestovo, SK

Palmela, PR

Skopje, MK

Vladimir, RU *

Changchun x2 *

Chongqing x3

Shaoxing *

Shanghai x2 *

Xuzhou *

Bogor, ID *

Chennai, IN

Cheonan, KR

Rayong, TL

Hiroshima

Corporate Headquarters

Grace Lake Corporate Center, Van Buren Township, Michigan, USA

* = JV

Page 16

Diversified Sales Footprint

Diverse Product, Regional and Customer Sales Profile

Visteon Electronics 2014E Sales Breakdown (Adjusted to Include Full Year of ex-JCI Electronics)

By Product

By Region

By Customer

Please see important disclosures regarding “Forward Looking Information“

Instrument

Clusters &

Displays

57%

Audio &

Infotainment

27%

Vehicle

Electronics

10%

Controls

Ford

34%

Renault/

Nissan

14%

Mazda

BMW

GM /

SGM

Honda

Other

27%

36%

32%

29%

Cockpit

Domain

Controllers

Page 17

Leader in Cockpit Electronics

Audio

Body &

Security

Controls

Center

Information

Displays

Infotainment

Driver

Information

Modules

Head Up

Displays

Connectivity

& Telematics

Page 18

Innovative Products and Platforms

SmartCore

Cockpit Domain Controllers

OpenAir

Connected Infotainment

Infotainment

Head Units

Driver Information

Modules

Visteon is Recognized as a Product and Innovation Leader in the Electronics Space

LightScape

Driver Information Modules

Connectivity

Gateways

Rear-Seat

Entertainment Displays

Head-up

Displays

Body Control

Modules

Please see important disclosures regarding “Forward Looking Information“

Page 19

2025

2020

2017

2015

2017

2020

2025

Cockpit

Electronics

Connected World

HMI

3G TCU

Remote

CCS

App

Key Fob

Multi

Cast

FOTA

5G TCU

Car

Play

Google

OAA

Wireless

Charging

NFC

Connected

ADAS

Digital

Cluster

Combiner

HUD

Cloud

Services

Wireless

Gateway

4G WiFI

TCU

WVGA

Displays

OLED

Display

V2X

TCU

Autonomous

Vehicle

Controller

Hyper

Connectivity

Intelligent

Transportation

System

ADAS

Sensor

Fusion

Connected

Infotainment

ICP

Voice

Controls

Haptic

Feedback

Remote

HMI Controller

Precision

Mechanical

Large

HUD

Augmented

Reality

HUD

Proximity

Sensing

Gesture

Controls

Cockpit

Fusion

Controller

Plug & Play

Hardware

Hybrid

Cluster

Enhanced

CID

Open

Source

Software

Natural

Language

Mobile

Personalization

Adaptive

Learning

Artificial

Intelligence

Eye

Tracking

Smart

Antenna

Auto

Ethernet

Multi

Modal

HMI

Dual Layer

Display

3D GPU

Performance

UI.

Cockpit

SW & HW

Virtualization

Biometric

Feedback

Audio

Zones

Active

Noise Cancellation

Head

Tracking

HMI

Abstraction

Morphing

Surfaces

Freeform

Display

Enterprise

Security

Data

Analytics

Super

Integration

Cockpit Convergence

Wearable

Integration

Analog

HUD

Contextual

HMI

Cognitive

Operations

Controller

D3COS

Partial

Autonomous

Market Leader Through Strong Product / Technology Pipeline

Pipeline of Game-Changing Technologies

Please see important disclosures regarding “Forward Looking Information”

Page 20

2015: Building a Strong Foundation for Future Growth

2015 Will Be a Transitional Year for Visteon –

We Will Make $110 Million in Investments to Position Visteon for

the Future

The New Visteon is a world-class Electronics organization today

–

More than $3 billion in annual sales

–

#3 provider of cockpit electronics in the world, with 10% global

market share

Please

see

important

disclosures

regarding

“Forward

Looking

Information“

and

“Use

Non-GAAP

Financial

Information”

Near-term sales growth will reflect softness in ex-JCI portfolio; however, EBITDA

growth will be robust, driven by synergies and corporate cost savings

–

5% Sales CAGR from 2014-2018

•

Slightly below estimates for Visteon Electronics (excluding ex-JCI ) as ex-JCI business was awarded lower levels

of new business during the divestiture process

–

15% Adjusted EBITDA CAGR from 2014-2018

Additionally, we will take actions to drive continued growth in sales and margins

–

Win new business to bolster $500 million current sales backlog

–

On track to deliver $40-70 million in annual Electronics synergies by end of 2016

2015,

will

invest

$110

million

position

Visteon

for

the

future

(Free Cash Flow for the year will be impacted by these investments)

–

Restructuring cash of $55 million to right-size SG&A and engineering staffs

–

IT decentralization and integration costs of $40 million

–

Professional fees, excluding HVCC transaction fees, of $15 million

Page 21

Ex-JCI Acquisition Helped Accelerate 2014 Bookings

(Dollars in Billions)

(1)

Adjusted to include YFVE beginning on January 1, 2013.

(2)

Adjusted to include ex-JCI Electronics beginning on January 1, 2014.

Visteon Electronics Incremental New Business Wins and Rewins

Please see important disclosures regarding “Forward Looking

Information“

and “Use of Non-GAAP Financial Information”

Visteon Electronics Had Record Wins and Rewins of $1.3 Billion During 2014 –

Ability to Win Future Business Significantly Improved Given Combination with ex-JCI

(1)

(2)

Visteon Electronics won record $1.3 billion in new and rewin business during 2014

The ex-JCI business has contributed meaningfully to our wins during 2014

–

The ex-JCI business was winning limited business pre-integration with Visteon and had a

negative backlog; however, since the integration, we have already started to see

significant acceleration in the combined business’s ability to win new business

–

Customers have been attracted to the combined capabilities and we anticipate higher

annual sales growth rates beyond our projection period as a result

~$3.1B

FY 2014E

Sales

(2)

$1.3B

~$500M

~$800M

FY 2013

FY 2014

~$300M

~($5M)

$0.6B

Rewins

Incremental

Wins

Memo: Lost

$0.4

$0.5

$0.6

$1.3

2011

2012

2013

FY 2014

Page 22

The Future: A World-Class, Innovation Leader

World’s #3 provider of cockpit electronics

Broad customer profile

Offerings across all major cockpit electronics products

Balanced global manufacturing and R&D footprint

Market-leading size and scale of R&D resources

Visteon is a Market Leader Today and Will Be an Even Stronger Player in the Future

as We Realize Synergies Related to the Integration of Visteon, YFVE and ex-JCI Electronics

The New Visteon Advantage

Please

see

important

disclosures

regarding

“Forward

Looking

Information“

and

“Use

Non-GAAP

Financial

Information”

Strictly Private and Confidential

January 2015

2015 Guidance

(Excludes Full Year of Climate Product Group)

2015 Expected Volume Growth of 3.6% Versus 2014

2015 Full-Year Volume Outlook

Page 24

IHS full-year 2015 forecast up 3.6% vs. 2014

–

Driven by higher volumes in all regions

–

Asia growth is strongest growing region, at 4.8% year-over-year

Please see important disclosures regarding “Forward Looking Information“

Note: Global vehicle production volumes based on IHS December forecast.

(1) Adjusted to include a full year of ex-JCI Electronics business.

(1)

Visteon

Electronics

Global Vehicle Production

2015

(Units in Millions)

Adj. 2014E Sales

2014E

2015E

B/(W) 2014

Europe

36%

20.0

20.4

2.0%

Asia

44.5

46.7

4.8

North America

17.0

17.4

2.4

South America

3.8

3.9

0.4

Other

1.9

2.0

7.9

Total

100%

87.2

90.3

3.6%

Page 25

Exchange Rate Assumptions

2015 FY Impact of Movements in FX Rates

(1)

As of January 5, 2015.

(1)

Please

see

important

disclosures

regarding

“Forward

Looking

Information“

and

“Use

Non-GAAP

Financial

Information”

Visteon 2015 Forecasted Exchange Rates Set During November 2014 –

Present Spot Rates Indicate $10 Million Net Risk to 2015 Adjusted EBITDA Guidance

2015E

Current

Spot vs.

Impact on

Budget

Spot

Budget

EBITDA

$ / Euro

$1.28

$1.19

6.9%

$ / Euro (Hedged Rate)

$1.29

$1.23

4.7%

Japanese Yen / $

106.0

119.8

13.0%

Mexican Peso / $

12.85

14.97

16.5%

FY EBITDA Impact

FY 2015E

Unit Change

per Unit Change

EBITDA Impact

$ / Euro

$0.01 / Euro

$3.0

($27)

Japanese Yen / $

1 JPY / $

0.4

Mexican Peso / $

0.10 MXP / $

0.3

Hedging Impact (Euro, Yen, Peso)

All Other

(4)

Estimated Exchange Impact to EBITDA

($10)

Memo: Est. Exchange Impact on Capex

Memo: Est. Exchange Impact on Restructuring

Strong Backlog

(Dollars in Millions)

2015-2018 Backlog (ex. Climate Product Group)

Page 26

Visteon defines backlog as new

incremental business net of lost

business which will launch over the

next four years

–

Visteon has updated its definition of

backlog to reflect the next four

years, where we previously reported

a three-year backlog

The four-year backlog at last year’s

Deutsche Bank Conference would

have been approximately $100 million

for the Electronics business

In 2014, Visteon won over $800 million

in incremental new business, the

majority of which will launch by 2018

Visteon Electronics Four-Year (2015-2018) Backlog is $500 Million

Please see important disclosures regarding “Forward Looking Information“

$85

$500

$245

$55

$115

2015

2016

2017

2018

2015

-2018

Cumulative

Page 27

The New Visteon (Post Sale of HVCC)

The New Visteon Comprises Electronics, the Other Product Group and Corporate –

The Other Product Group Represents a Legacy Facility in Europe that Will be Sold in 2015 –

Going Forward, Visteon Will Comprise Visteon Electronics and a Small, Corporate Center

Visteon Electronics

2015E financials:

–

Sales: $3.2B

–

EBITDA: $280-$300M

Comprises:

–

Historical Visteon

Electronics

–

ex-JCI Electronics

–

YFVE

Other Product Group

Corporate Costs

2015E financials:

–

Sales: $100M

–

EBITDA: $0

Represents a legacy facility

in Europe that is expected to

be transitioned by the end of

2015

2015E financials:

–

Sales: $0

–

EBITDA: ($45)-($55M)

Corporate costs include HR,

finance, legal, compliance,

risk management, and IT

costs that are incurred

centrally by Visteon

With the sale of our interiors

operations and HVCC, we

have the ability to cut these

costs further and will focus

on this effort through 2015

Note: Assumes sale / exit of orphan climate facilities as well.

The New Visteon (Post Sale of HVCC)

Please

see

important

disclosures

regarding

“Forward

Looking

Information“

and

“Use

Non-GAAP

Financial

Information”

Page 28

Corporate Cost Savings

(Dollars in Millions)

Visteon Has Identified Plans to Realize $14 Million of Corporate

Cost Savings in 2015,

Reducing Visteon’s Full-Year 2015 Expected Corporate SG&A Costs to $50 Million

Visteon corporate SG&A comprises

costs that are held centrally at Visteon

and not billed to the product groups

–

Largely related to IT, finance, HR,

and legal costs as well as incentive

compensation costs related to these

corporate employees

During 2014, Visteon took actions to

reduce corporate SG&A by $6 million

–

However, 2014 corporate costs are

expected to increase by $1 million

Y/Y as 2013 benefited from $7 million

of costs reimbursements from the

buyer of our Lighting business

Visteon has identified actions to further

reduce overhead costs by $14 million

during 2015

Visteon Corporate SG&A Costs

Please

see

important

disclosures

regarding

“Forward

Looking

Information“

and

“Use

Non-GAAP

Financial

Information”

$59

$60

$50

($6)

($14)

FY 2013

Corporate

Costs

Non-

Recurrance

of 2013

Varroc

Payments

SG&A

Savings

FY 2014E

Corporate

Costs

Non-

Recurrence

of 2014

Billouts

SG&A

Savings

FY 2015E

Corporate

Costs

(Midpoint)

Interiors

Page 29

2015

Guidance

(ex.

Climate

Product

Group)

(1)

Please see important disclosures regarding “Forward Looking

Information“

and “Use of Non-GAAP Financial Information”

2015 Guidance Excludes Climate Product Group –

Adjusted EBITDA Guidance of $240 Million

2015 Guidance

(Mid-point)

Sales

$3.3 B

Adjusted EBITDA (ex. Eq Inc / NCI)

$240 M

Adjusted Free Cash Flow

(ex. Investments Primarily Related to Restructuring and IT)

$20 M

Other Selected Items:

2015 Guidance

(Mid-point)

Depreciation and Amortization

$85 M

Cash Taxes –

Operating Only

$75 M

Investments Primarily Related to Restructuring and IT

$110 M

Capital Spending

$100 M

(1)

Excludes HVCC Climate as well as legacy Climate operations.

$20M

$3.3B

$240M

2018

Targets

(ex.

Climate

Product

Group)

(1)

Page 30

Sales

2018

vs. 2015

40%

Memo: Adjusted

Free Cash Flow

Please see important disclosures regarding “Forward Looking Information“

and “Use of Non-GAAP Financial Information”

2018E

Target

(Mid-point)

$105M

$3.7B

2015E

Guidance

(Mid-point)

Adjusted

EBITDA

(1)

Excludes HVCC Climate as well as legacy Climate operations.

(2)

Growth rate adjusted to exclude $100 million of Other Product Group (Interiors-related) sales in 2015.

$335M

(2)

Memo: Electronics

$3.2B

$290M

$3.7B

$375M

16%

Page 31

2018

vs.

2015

Adjusted

EBITDA

Drivers

(ex.

Climate)

(1)

2018 Adjusted EBITDA Target

(Dollars in Millions)

2018 Adjusted EBITDA Target of $335 Million –

40% Increase vs. 2015 Driven by Launch of New Business and Cost Savings

Volume /

New Business Wins

Electronics

Synergies and Other

Cost Savings

Corporate Cost

Savings

Please

see

important

disclosures

regarding

“Forward

Looking

Information“

and

“Use

Non-GAAP

Financial

Information”

Memo:

Electronics

$290M

$375M

Note: Based on mid-point of Guidance.

(1)

Excludes HVCC Climate as well as legacy Climate operations.

$240

$335

2015 Adjusted

EBITDA

(ex. Climate)

2018 Adjusted

EBITDA

(ex. Climate)

Near-Term Objectives

Grow Electronics Business

Achieve strong sales growth through launch of $500 million backlog

Bolster #3 global electronics market position via continued new business wins

Continue to develop world-class electronics (connected car) technology portfolio

Deliver Electronics-Related Synergies and Cost Savings

Execute plans to deliver $40-70 million in annual savings by end of 2016

Realize 9% Adjusted EBITDA margins in 2018

Complete Exit of Legacy Issues and Address Overhead Cost Structure

Complete sale of remaining Interiors during 2015 (legacy Europe facility)

Drive further fixed cost / SG&A reductions to achieve lean overhead structure

Drive Shareholder Value

Use cash proceeds from sale of HVCC to create most value for shareholders

Continue to return cash to shareholders through share buybacks

Evaluate potential value-creating M&A opportunities

Committed to Shareholder Value

Page 32

Please

see

important

disclosures

regarding

“Forward

Looking

Information”

and

“Use

Non-GAAP

Financial

Information”

Strictly Private and Confidential

January 2015

Appendix

Page 34

Reconciliation of Non-GAAP Financial Information

Adjusted EBITDA

Free

Cash

Flow

and

Adjusted

Free

Cash

Flow

(ex.

Climate

Product

Group

and

HVCC

Transaction

Impacts)

2013

2014

2014 FY Guidance

Implied Q4 2014

2015 FY Guidance

2018 FY Guidance

(Dollars in Millions)

1st Qtr

2nd Qtr

3rd Qtr

4th Qtr

Full Year

1st Qtr

2nd Qtr

3rd Qtr

Low-end

High-end

Low-end

High-end

Low-end

High-end

Mid-point

Adjusted EBITDA (ex. Disc. Ops. and Climate PG)

$225

$255

$335

Adjusted EBITDA (Climate Product Group)

555

565

765

Adjusted EBITDA (ex. Discontinued Operations)

$143

$149

$126

$164

$582

$161

$175

$142

$675

$705

$197

$227

$780

$820

$1,100

Discontinued Operations

(2)

(6)

Adjusted EBITDA (incl. Discontinued Operations)

$141

$163

$128

$168

$600

$170

$193

$136

$700

$730

$201

$231

$780

$820

$1,100

Adjusted equity in net inc. of non-consol. affiliates

(44)

(45)

(49)

(51)

(189)

(2)

(11)

(2)

(15)

(5)

(15)

Noncontrolling

interests

Continuing

Operations

110

185

Noncontrolling

interests

Discontinued

Operations

(12)

(10)

Interest expense, net

Provision for income taxes

(3)

117

135

120

215

Depreciation and amortization

235

268

295

340

Restructuring expense

Equity investment gain

(29)

Gain on YFV Transaction

(465)

Other income and expense

(3)

Pension settlement gain

(25)

Other non-operating costs, net

Stock-based compensation expense

Discontinued

Operations

Non-EBITDA

Items

(2)

Discontinued

Operations

Loss

Interiors

Sale

173

350

162

Net Income (loss) attributable to Visteon

$69

$65

$43

$513

$690

$19

($155)

($21)

($335)

($305)

($178)

($148)

$100

$140

$335

ex. Climate / HVCC Transaction Impacts

2015 FY Guidance

2018 FY Guidance

(Dollars in Millions)

Low-end

High-end

Mid-point

Cash from (used by) operating activities

($20)

$20

$210

Less: Capital expenditures

100

105

Free cash flow

($120)

($80)

$105

Reconciliations

Adjusted

Free

Cash

Flow

(ex.

Restructuring

and

Transformation-Related

Payments)

Free cash flow

($120)

($80)

$105

Exclude: Restructuring / transformation-related payments

110

Exclude: Yanfeng Proceed Taxes

Adjusted free cash flow

$40

$105

www.visteon.com

Page 35