|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
|
State of
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
||
|
|
|
|
(Address of principal executive offices)
|
(Zip code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Page
|
||
Consolidated Statements of Changes in Equity (Unaudited)
|
||
Item 1.
|
Consolidated Financial Statements
|
Three Months Ended March 31
|
|||||||
2020
|
2019
|
||||||
Net sales
|
$
|
|
|
$
|
|
|
|
Cost of sales
|
(
|
)
|
(
|
)
|
|||
Gross margin
|
|
|
|
|
|||
Selling, general and administrative expenses
|
(
|
)
|
(
|
)
|
|||
Restructuring expense, net
|
(
|
)
|
(
|
)
|
|||
Interest expense
|
(
|
)
|
(
|
)
|
|||
Interest income
|
|
|
|
|
|||
Equity in net income of non-consolidated affiliates
|
|
|
|
|
|||
Other income, net
|
|
|
|
|
|||
Income (loss) before income taxes
|
(
|
)
|
|
|
|||
Benefit (provision) for income taxes
|
(
|
)
|
|
|
|||
Net income (loss)
|
(
|
)
|
|
|
|||
Net (income) loss attributable to non-controlling interests
|
|
|
(
|
)
|
|||
Net income (loss) attributable to Visteon Corporation
|
$
|
(
|
)
|
$
|
|
|
|
Comprehensive income (loss)
|
$
|
(
|
)
|
$
|
|
|
|
Comprehensive income (loss) attributable to Visteon Corporation
|
$
|
(
|
)
|
$
|
|
|
|
Basic earnings (loss) per share attributable to Visteon Corporation
|
$
|
(
|
)
|
$
|
|
|
|
Diluted earnings (loss) per share attributable to Visteon Corporation
|
$
|
(
|
)
|
$
|
|
|
(Unaudited)
|
|||||||
March 31
|
December 31
|
||||||
2020
|
2019
|
||||||
ASSETS
|
|||||||
Cash and equivalents
|
$
|
|
|
$
|
|
|
|
Restricted cash
|
|
|
|
|
|||
Accounts receivable, net
|
|
|
|
|
|||
Inventories, net
|
|
|
|
|
|||
Other current assets
|
|
|
|
|
|||
Total current assets
|
|
|
|
|
|||
Property and equipment, net
|
|
|
|
|
|||
Intangible assets, net
|
|
|
|
|
|||
Right-of-use assets
|
|
|
|
|
|||
Investments in non-consolidated affiliates
|
|
|
|
|
|||
Other non-current assets
|
|
|
|
|
|||
Total assets
|
$
|
|
|
$
|
|
|
|
LIABILITIES AND EQUITY
|
|||||||
Short-term debt
|
$
|
|
|
$
|
|
|
|
Accounts payable
|
|
|
|
|
|||
Accrued employee liabilities
|
|
|
|
|
|||
Current lease liability
|
|
|
|
|
|||
Other current liabilities
|
|
|
|
|
|||
Total current liabilities
|
|
|
|
|
|||
Long-term debt, net
|
|
|
|
|
|||
Employee benefits
|
|
|
|
|
|||
Non-current lease liability
|
|
|
|
|
|||
Deferred tax liabilities
|
|
|
|
|
|||
Other non-current liabilities
|
|
|
|
|
|||
Stockholders’ equity:
|
|||||||
Preferred stock (par value $0.01, 50 million shares authorized, none outstanding as of March 31, 2020 and December 31, 2019)
|
|
|
|
|
|||
Common stock (par value $0.01, 250 million shares authorized, 55 million shares issued, 28 million shares outstanding as of March 31, 2020 and December 31, 2019)
|
|
|
|
|
|||
Additional paid-in capital
|
|
|
|
|
|||
Retained earnings
|
|
|
|
|
|||
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
|||
Treasury stock
|
(
|
)
|
(
|
)
|
|||
Total Visteon Corporation stockholders’ equity
|
|
|
|
|
|||
Non-controlling interests
|
|
|
|
|
|||
Total equity
|
|
|
|
|
|||
Total liabilities and equity
|
$
|
|
|
$
|
|
|
Three Months Ended March 31
|
|||||||
2020
|
2019
|
||||||
Operating Activities
|
|||||||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|||||||
Depreciation and amortization
|
|
|
|
|
|||
Non-cash stock-based compensation
|
|
|
|
|
|||
Equity in net income of non-consolidated affiliates, net of dividends remitted
|
(
|
)
|
(
|
)
|
|||
Other non-cash items
|
|
|
|
|
|||
Changes in assets and liabilities:
|
|||||||
Accounts receivable
|
|
|
|
|
|||
Inventories
|
(
|
)
|
(
|
)
|
|||
Accounts payable
|
(
|
)
|
|
|
|||
Other assets and other liabilities
|
(
|
)
|
(
|
)
|
|||
Net cash provided from operating activities
|
|
|
|
|
|||
Investing Activities
|
|||||||
Capital expenditures, including intangibles
|
(
|
)
|
(
|
)
|
|||
Loan repayments from non-consolidated affiliates
|
|
|
|
|
|||
Other
|
|
|
|
|
|||
Net cash used by investing activities
|
(
|
)
|
(
|
)
|
|||
Financing Activities
|
|||||||
Borrowings on revolving credit facility
|
|
|
|
|
|||
Repurchase of common stock
|
(
|
)
|
|
|
|||
Dividends paid to non-controlling interests
|
(
|
)
|
|
|
|||
Short-term debt repayments, net
|
|
|
(
|
)
|
|||
Net cash provided from (used by) financing activities
|
|
|
(
|
)
|
|||
Effect of exchange rate changes on cash
|
(
|
)
|
—
|
|
|||
Net increase (decrease) in cash
|
|
|
(
|
)
|
|||
Cash and restricted cash at beginning of the period
|
|
|
|
|
|||
Cash and restricted cash at end of the period
|
$
|
|
|
$
|
|
|
Total Visteon Corporation Stockholders' Equity
|
|||||||||||||||||||||||||||||||
Common
Stock
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury
Stock
|
Total Visteon Corporation Stockholders' Equity
|
Non-Controlling Interests
|
Total Equity
|
||||||||||||||||||||||||
December 31, 2019
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||||
Net loss
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||
Stock-based compensation, net
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Repurchase of shares of common stock
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||
March 31, 2020
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
Total Visteon Corporation Stockholders' Equity
|
|||||||||||||||||||||||||||||||
Common
Stock
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Treasury
Stock
|
Total Visteon Corporation Stockholders' Equity
|
Non-Controlling Interests
|
Total Equity
|
||||||||||||||||||||||||
December 31, 2018
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock-based compensation, net
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Acquisition of non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||||
March 31, 2019
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Three Months Ended March 31
|
||||||
(In millions)
|
2020
|
2019
|
|||||
Geographical Markets
|
|
||||||
Europe
|
$
|
|
|
$
|
|
|
|
Americas
|
|
|
|
|
|||
China Domestic
|
|
|
|
|
|||
China Export
|
|
|
|
|
|||
Other Asia-Pacific
|
|
|
|
|
|||
Eliminations
|
(
|
)
|
(
|
)
|
|||
|
$
|
|
|
$
|
|
|
Three Months Ended March 31
|
|||||||
(In millions)
|
2020
|
2019
|
|||||
Product Lines
|
|||||||
Instrument clusters
|
$
|
|
|
$
|
|
|
|
Audio and infotainment
|
|
|
|
|
|||
Information displays
|
|
|
|
|
|||
Body and security
|
|
|
|
|
|||
Climate controls
|
|
|
|
|
|||
Telematics
|
|
|
|
|
|||
Other
|
|
|
|
|
|||
$
|
|
|
$
|
|
|
Three Months Ended March 31
|
|||||||
(In millions)
|
2020
|
2019
|
|||||
Net income (loss) attributable to Visteon Corporation
|
$
|
(
|
)
|
$
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|||
Non-cash, stock-based compensation expense
|
|
|
|
|
|||
Provision (benefit) for income taxes
|
|
|
(
|
)
|
|||
Interest expense, net
|
|
|
|
|
|||
Net income (loss) attributable to non-controlling interests
|
(
|
)
|
|
|
|||
Restructuring expense, net
|
|
|
|
|
|||
Equity in net income of non-consolidated affiliates
|
(
|
)
|
(
|
)
|
|||
Adjusted EBITDA
|
$
|
|
|
$
|
|
|
Three Months Ended March 31
|
|||||||
(In millions, except per share amounts)
|
2020
|
2019
|
|||||
Numerator:
|
|||||||
Net income (loss) attributable to Visteon
|
$
|
(
|
)
|
$
|
|
|
|
Denominator:
|
|||||||
Average common stock outstanding - basic
|
|
|
|
|
|||
Dilutive effect of performance based share units and other
|
—
|
|
|
|
|||
Diluted shares
|
|
|
|
|
|||
Basic and Diluted Per Share Data:
|
|||||||
Basic earnings (loss) per share attributable to Visteon
|
$
|
(
|
)
|
$
|
|
|
|
Diluted earnings (loss) per share attributable to Visteon:
|
$
|
(
|
)
|
$
|
|
|
(In millions)
|
Electronics
|
Other and Discontinued Operations
|
Total
|
||||||||
December 31, 2019
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Expense
|
|
|
—
|
|
|
|
|||||
Utilization
|
(
|
)
|
|
|
(
|
)
|
|||||
Foreign currency
|
(
|
)
|
|
|
(
|
)
|
|||||
March 31, 2020
|
$
|
|
|
$
|
|
|
$
|
|
|
March 31
|
December 31
|
||||||
(In millions)
|
2020
|
2019
|
|||||
Payables due to YFVIC
|
$
|
|
|
$
|
|
|
|
Exposure to loss in YFVIC:
|
|||||||
Investment in YFVIC
|
$
|
|
|
$
|
|
|
|
Receivables due from YFVIC
|
|
|
|
|
|||
Subordinated loan receivable from YFVIC
|
|
|
|
|
|||
Maximum exposure to loss in YFVIC
|
$
|
|
|
$
|
|
|
March 31
|
December 31
|
||||||
(In millions)
|
2020
|
2019
|
|||||
Raw materials
|
$
|
|
|
$
|
|
|
|
Work-in-process
|
|
|
|
|
|||
Finished products
|
|
|
|
|
|||
$
|
|
|
$
|
|
|
March 31, 2020
|
|||||||||||||
(In millions)
|
Estimated Weighted Average Useful Life (years)
|
Gross Intangibles
|
Accumulated Amortization
|
Net Intangibles
|
|||||||||
Definite-Lived:
|
|||||||||||||
Developed technology
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|||
Customer related
|
|
|
|
(
|
)
|
|
|
||||||
Capitalized software development
|
|
|
|
(
|
)
|
|
|
||||||
Other
|
|
|
|
(
|
)
|
|
|
||||||
Subtotal
|
|
|
(
|
)
|
|
|
|||||||
Indefinite-Lived:
|
|||||||||||||
Goodwill
|
|
|
|
|
|
|
|||||||
Total
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
December 31, 2019
|
March 31, 2020
|
||||||||||||||||||||||||||
(In millions)
|
Gross Intangibles
|
Accumulated Amortization
|
Net Intangibles
|
Additions
|
Foreign Currency
|
Amortization Expense
|
Net Intangibles
|
||||||||||||||||||||
Definite-Lived:
|
|||||||||||||||||||||||||||
Developed technology
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||||
Customer related
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||
Capitalized software development
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other
|
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||||||
Subtotal
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||
Indefinite-Lived:
|
|||||||||||||||||||||||||||
Goodwill
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||
Total
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
March 31
|
December 31
|
||||||
(In millions)
|
2020
|
2019
|
|||||
Recoverable taxes
|
$
|
|
|
$
|
|
|
|
Prepaid assets and deposits
|
|
|
|
|
|||
Joint venture receivables
|
|
|
|
|
|||
Contractually reimbursable engineering costs
|
|
|
|
|
|||
China bank notes
|
|
|
|
|
|||
Royalty agreements
|
|
|
|
|
|||
Other
|
|
|
|
|
|||
$
|
|
|
$
|
|
|
March 31
|
December 31
|
||||||
(In millions)
|
2020
|
2019
|
|||||
Deferred tax assets
|
$
|
|
|
$
|
|
|
|
Contractually reimbursable engineering costs
|
|
|
|
|
|||
Recoverable taxes
|
|
|
|
|
|||
Royalty agreements
|
|
|
|
|
|||
Joint venture notes receivables
|
|
|
|
|
|||
Other
|
|
|
|
|
|||
$
|
|
|
$
|
|
|
March 31
|
December 31
|
||||||
(In millions)
|
2020
|
2019
|
|||||
Short-Term Debt:
|
|||||||
Short-term borrowings
|
$
|
|
|
$
|
|
|
|
Long-Term Debt:
|
|||||||
Term debt facility, net
|
$
|
|
|
$
|
|
|
|
Revolving credit facility
|
|
|
|
|
|||
Total long-term debt, net
|
$
|
|
|
$
|
|
|
March 31
|
December 31
|
||||||
(In millions)
|
2020
|
2019
|
|||||
Restructuring reserves
|
$
|
|
|
$
|
|
|
|
Product warranty and recall accruals
|
|
|
|
|
|||
Deferred income
|
|
|
|
|
|||
Royalties
|
|
|
|
|
|||
Non-income taxes payable
|
|
|
|
|
|||
Joint venture payables
|
|
|
|
|
|||
Income taxes payable
|
|
|
|
|
|||
Dividends payable to non-controlling interests
|
|
|
|
|
|||
Other
|
|
|
|
|
|||
$
|
|
|
$
|
|
|
March 31
|
December 31
|
||||||
(In millions)
|
2020
|
2019
|
|||||
Product warranty and recall accruals
|
$
|
|
|
$
|
|
|
|
Derivative financial instruments
|
|
|
|
|
|||
Deferred income
|
|
|
|
|
|||
Royalty agreements
|
|
|
|
|
|||
Income tax reserves
|
|
|
|
|
|||
Non-income tax reserves
|
|
|
|
|
|||
Other
|
|
|
|
|
|||
$
|
|
|
$
|
|
|
U.S. Plans
|
Non-U.S. Plans
|
||||||||||||||
(In millions)
|
2020
|
2019
|
2020
|
2019
|
|||||||||||
Costs Recognized in Income:
|
|||||||||||||||
Pension financing benefits (cost):
|
|||||||||||||||
Interest cost
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
Expected return on plan assets
|
|
|
|
|
|
|
|
|
|||||||
Restructuring related pension cost:
|
|||||||||||||||
Special termination benefits
|
(
|
)
|
—
|
|
—
|
|
—
|
|
|||||||
Net pension benefit (cost)
|
$
|
|
|
$
|
|
|
$
|
—
|
|
$
|
—
|
|
March 31
|
December 31
|
||||||
(In millions)
|
2020
|
2019
|
|||||
Yanfeng Visteon Automotive Electronics Co., Ltd.
|
$
|
|
|
$
|
|
|
|
Shanghai Visteon Automotive Electronics, Co., Ltd.
|
|
|
|
|
|||
Changchun Visteon FAWAY Electronics, Co., Ltd.
|
|
|
|
|
|||
Other
|
|
|
|
|
|||
$
|
|
|
$
|
|
|
Three Months Ended March 31
|
|||||||
(In millions)
|
2020
|
2019
|
|||||
Changes in AOCI:
|
|||||||
Beginning balance
|
$
|
(
|
)
|
$
|
(
|
)
|
|
Other comprehensive income (loss) before reclassification, net of tax
|
(
|
)
|
|
|
|||
Amounts reclassified from AOCI
|
|
|
(
|
)
|
|||
Ending balance
|
$
|
(
|
)
|
$
|
(
|
)
|
|
Changes in AOCI by Component:
|
|||||||
Foreign currency translation adjustments
|
|||||||
Beginning balance
|
$
|
(
|
)
|
$
|
(
|
)
|
|
Other comprehensive loss before reclassification, net of tax (a)
|
(
|
)
|
|
|
|||
Ending balance
|
(
|
)
|
(
|
)
|
|||
Net investment hedge
|
|||||||
Beginning balance
|
|
|
(
|
)
|
|||
Other comprehensive income before reclassification, net of tax (a)
|
|
|
|
|
|||
Amounts reclassified from AOCI
|
(
|
)
|
(
|
)
|
|||
Ending balance
|
|
|
|
|
|||
Benefit plans
|
|||||||
Beginning balance
|
(
|
)
|
(
|
)
|
|||
Other comprehensive income before reclassification, net of tax (b)
|
|
|
|
|
|||
Amounts reclassified from AOCI
|
|
|
|
|
|||
Ending balance
|
(
|
)
|
(
|
)
|
|||
Unrealized hedging gain (loss)
|
|||||||
Beginning balance
|
(
|
)
|
|
|
|||
Other comprehensive loss before reclassification, net of tax (c)
|
(
|
)
|
(
|
)
|
|||
Ending balance
|
(
|
)
|
|
|
|||
Total AOCI
|
$
|
(
|
)
|
$
|
(
|
)
|
•
|
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.
|
Recorded Income (Loss) into AOCI, net of tax
|
Reclassified from AOCI into Income (Loss)
|
Recorded in Income (Loss)
|
|||||||||||||||||||||
(In millions)
|
2020
|
2019
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||||||
Three months ended March 31,
|
|||||||||||||||||||||||
Foreign currency risk - Cost of sales:
|
|||||||||||||||||||||||
Cash flow hedges
|
$
|
(
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
|
|
$
|
|
|
|||||
Non-designated cash flow hedges
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|||||||||||
Interest rate risk - Interest expense, net:
|
|||||||||||||||||||||||
Interest rate swap
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Net investment hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
$
|
—
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
—
|
|
$
|
|
|
Three Months Ended March 31
|
|||||||
(In millions)
|
2020
|
2019
|
|||||
Cost of sales
|
$
|
|
|
$
|
(
|
)
|
|
Restructuring, net
|
|
|
|
|
|||
Income from discontinued operations, net of tax
|
$
|
|
|
$
|
|
|
Three Months Ended March 31
|
|||||||
(In millions)
|
2020
|
2019
|
|||||
Beginning balance
|
$
|
|
|
$
|
|
|
|
Accruals for products shipped
|
|
|
|
|
|||
Changes in estimates
|
—
|
|
|
|
|||
Specific cause actions
|
|
|
|
|
|||
Settlements
|
(
|
)
|
(
|
)
|
|||
Ending balance
|
$
|
|
|
$
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Technology Innovation
- The Company is an established global leader in cockpit electronics and is positioned to provide solutions as the industry transitions to the next generation automotive cockpit experience. The cockpit is becoming fully digital, connected, automated, learning, and voice enabled. Visteon's broad portfolio of cockpit electronics technology and the development of the DriveCore™ advanced safety platform positions Visteon to support these macro trends in automotive.
|
•
|
Long-Term Growth and Margin Expansion
- The Company has continued to win an elevated level of business by demonstrating product quality, technical and development capability, new product innovation, reliability, timeliness, product design, manufacturing capability and flexibility, as well as overall customer service.
|
•
|
Enhance Shareholder Returns
- The Company has returned approximately $3.3 billion to shareholders since 2015 through a combination of ongoing share repurchases and a onetime $1.75 billion special distribution in 2016.
|
•
|
Enhanced liquidity and cash position by drawing down the full $400 million available under its revolving credit facility. Visteon has no significant near-term debt maturities.
|
•
|
Temporarily suspended, or significantly reduced, production at manufacturing facilities outside of China. During the three months ending March 31, 2020, the Company announced restructuring programs to rationalize the Company's global footprint, lower its cost base, and improve financial performance and cash flow generation.
|
•
|
Ramped up production in China during March and expecting to reach pre-COVID-19 levels during the second quarter.
|
•
|
Implemented temporary global compensation reductions of 40% for the CEO, 30% for the Company's executive committee, and 30% of the cash compensation for the Company's non-employee directors. Subject to local laws and regulations, all other employee salaries will be reduced by 20%.
|
•
|
Implemented comprehensive safety protocols to protect the health and safety of employees as operations resume.
|
•
|
Providing up to 50,000 protective face shield donations by using production lines at its state-of-the-art Palmela manufacturing facility in Portugal, typically dedicated to automotive cockpit electronics.
|
(Units in millions)
|
Three Months Ended March 31
|
|||||||
2020
|
|
2019
|
|
Change
|
||||
China
|
3.2
|
|
6.0
|
|
(46.1
|
)%
|
||
Other Asia Pacific
|
4.9
|
|
5.7
|
|
(13.1
|
)%
|
||
Europe
|
4.6
|
|
5.7
|
|
(18.9
|
)%
|
||
Americas
|
4.5
|
|
5.0
|
|
(11.3
|
)%
|
||
Other
|
0.4
|
|
0.5
|
|
(21.7
|
)%
|
||
Global
|
17.6
|
|
22.9
|
|
(23.0
|
)%
|
||
Source: IHS Automotive, April 2020
|
•
|
The Company recorded net sales of
$643 million
, representing
a decrease
of
$94 million
when compared with the same period of
2019
.
|
•
|
Gross margin was
$53 million
or
8.2%
of net sales for the
three
month period ended
March 31, 2020
, compared to
$66 million
or
9.0%
of net sales for the same period of
2019
.
|
•
|
Net
loss
attributable to Visteon was
$35 million
for the
three
month period ended
March 31, 2020
, compared to net
income
of
$14 million
for the same period of
2019
.
|
•
|
As of
March 31, 2020
, total cash was
$825 million
, inclusive of $400 million of cash drawn under the Company's revolving facility, representing a
$356 million
increase as compared to
$469 million
as of
December 31, 2019
.
|
Three Months Ended March 31
|
|||||||||||
(In millions)
|
2020
|
2019
|
Change
|
||||||||
Net Sales
|
$
|
643
|
|
$
|
737
|
|
$
|
(94
|
)
|
||
Cost of sales
|
(590
|
)
|
(671
|
)
|
81
|
|
|||||
Gross margin
|
53
|
|
66
|
|
(13
|
)
|
|||||
Selling, general and administrative expenses
|
(54
|
)
|
(57
|
)
|
3
|
|
|||||
Restructuring expense, net
|
(33
|
)
|
(1
|
)
|
(32
|
)
|
|||||
Interest expense, net
|
(2
|
)
|
(2
|
)
|
—
|
|
|||||
Equity in net income of non-consolidated affiliates
|
1
|
|
3
|
|
(2
|
)
|
|||||
Other income, net
|
4
|
|
2
|
|
2
|
|
|||||
Provision for income taxes
|
(5
|
)
|
5
|
|
(10
|
)
|
|||||
Net income (loss)
|
(36
|
)
|
16
|
|
(52
|
)
|
|||||
Net (income) loss attributable to non-controlling interests
|
1
|
|
(2
|
)
|
3
|
|
|||||
Net income (loss) attributable to Visteon Corporation
|
$
|
(35
|
)
|
$
|
14
|
|
$
|
(49
|
)
|
||
Adjusted EBITDA*
|
$
|
33
|
|
$
|
41
|
|
$
|
(8
|
)
|
||
*
Adjusted EBITDA is a Non-GAAP financial measure, as further discussed
below.
|
(In millions)
|
Net Sales
|
Cost of Sales
|
|||||
Three months ended March 31, 2019
|
$
|
737
|
|
$
|
(671
|
)
|
|
Volume, mix, and net new business
|
(71
|
)
|
36
|
|
|||
Currency
|
(9
|
)
|
5
|
|
|||
Customer pricing, net
|
(15
|
)
|
—
|
|
|||
Engineering costs, net *
|
—
|
|
11
|
|
|||
Cost performance, design changes and other
|
1
|
|
29
|
|
|||
Three months ended March 31, 2020
|
$
|
643
|
|
$
|
(590
|
)
|
|
*Excludes the impact of currency.
|
Three Months Ended March 31
|
|||||||
(In millions)
|
2020
|
2019
|
|||||
Gross engineering costs
|
$
|
(100
|
)
|
$
|
(108
|
)
|
|
Engineering recoveries
|
27
|
|
23
|
|
|||
Engineering costs, net
|
$
|
(73
|
)
|
$
|
(85
|
)
|
Three Months Ended March 31
|
|||||||||||||
(In millions)
|
2020
|
2019
|
|||||||||||
% of Net Sales
|
% of Net Sales
|
||||||||||||
Net Sales
|
$
|
643
|
|
$
|
737
|
|
|||||||
Cost of sales, excluding engineering costs
|
(517
|
)
|
80.4
|
%
|
(586
|
)
|
79.5
|
%
|
|||||
Engineering costs, net
|
(73
|
)
|
11.4
|
%
|
(85
|
)
|
11.5
|
%
|
|||||
Gross margin
|
$
|
53
|
|
8.2
|
%
|
$
|
66
|
|
9.0
|
%
|
Three Months Ended March 31
|
|||||||||||
(In millions)
|
2020
|
2019
|
Change
|
||||||||
Net income (loss) attributable to Visteon Corporation
|
$
|
(35
|
)
|
$
|
14
|
|
$
|
(49
|
)
|
||
Depreciation and amortization
|
25
|
|
25
|
|
—
|
|
|||||
Provision (benefit) for income taxes
|
5
|
|
(5
|
)
|
10
|
|
|||||
Non-cash, stock-based compensation expense
|
5
|
|
5
|
|
—
|
|
|||||
Interest expense, net
|
2
|
|
2
|
|
—
|
|
|||||
Net income (loss) attributable to non-controlling interests
|
(1
|
)
|
2
|
|
(3
|
)
|
|||||
Restructuring expense, net
|
33
|
|
1
|
|
32
|
|
|||||
Equity in net income of non-consolidated affiliates
|
(1
|
)
|
(3
|
)
|
2
|
|
|||||
Adjusted EBITDA
|
$
|
33
|
|
$
|
41
|
|
$
|
(8
|
)
|
•
|
Continued and future impacts of the COVID-19 pandemic on our financial condition and business operations including global supply chain disruptions, market downturns, reduced consumer demand, and new government actions or restrictions.
|
•
|
Visteon’s ability to satisfy its future capital and liquidity requirements; Visteon’s ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to Visteon; Visteon’s ability to comply with covenants applicable to it; and the continuation of acceptable supplier payment terms.
|
•
|
Visteon’s ability to satisfy its pension and other postretirement employee benefit obligations, and to retire outstanding debt and satisfy other contractual commitments, all at the levels and times planned by management.
|
•
|
Visteon’s ability to access funds generated by its foreign subsidiaries and joint ventures on a timely and cost-effective basis.
|
•
|
Changes in the operations (including products, product planning and part sourcing), financial condition, results of operations or market share of Visteon’s customers.
|
•
|
Changes in vehicle production volume of Visteon’s customers in the markets where it operates.
|
•
|
Increases in commodity costs or disruptions in the supply of commodities, including resins, copper, fuel and natural gas.
|
•
|
Visteon’s ability to generate cost savings to offset or exceed agreed-upon price reductions or price reductions to win additional business and, in general, improve its operating performance; to achieve the benefits of its restructuring actions; and to recover engineering and tooling costs and capital investments.
|
•
|
Visteon’s ability to compete favorably with automotive parts suppliers with lower cost structures and greater ability to rationalize operations; and to exit non-performing businesses on satisfactory terms, particularly due to limited flexibility under existing labor agreements.
|
•
|
Restrictions in labor contracts with unions that restrict Visteon’s ability to close plants, divest unprofitable, noncompetitive businesses, change local work rules and practices at a number of facilities and implement cost-saving measures.
|
•
|
The costs and timing of facility closures or dispositions, business or product realignments, or similar restructuring actions, including potential asset impairment or other charges related to the implementation of these actions or other adverse industry conditions and contingent liabilities.
|
•
|
Significant changes in the competitive environment in the major markets where Visteon procures materials, components or supplies or where its products are manufactured, distributed or sold.
|
•
|
Legal and administrative proceedings, investigations and claims, including shareholder class actions, inquiries by regulatory agencies, product liability, warranty, employee-related, environmental and safety claims and any recalls of products manufactured or sold by Visteon.
|
•
|
Changes in economic conditions, currency exchange rates, changes in foreign laws, regulations or trade policies or political stability in foreign countries where Visteon procures materials, components or supplies or where its products are manufactured, distributed or sold.
|
•
|
Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages or other interruptions to or difficulties in the employment of labor in the major markets where Visteon purchases materials, components or supplies to manufacture its products or where its products are manufactured, distributed or sold.
|
•
|
Changes in laws, regulations, policies or other activities of governments, agencies and similar organizations, domestic and foreign, that may tax or otherwise increase the cost of, or otherwise affect, the manufacture, licensing, distribution, sale, ownership or use of Visteon’s products or assets.
|
•
|
Possible terrorist attacks or acts of war, which could exacerbate other risks such as slowed vehicle production, interruptions in the transportation system or fuel prices and supply.
|
•
|
The cyclical and seasonal nature of the automotive industry.
|
•
|
Visteon’s ability to comply with environmental, safety and other regulations applicable to it and any increase in the requirements, responsibilities and associated expenses and expenditures of these regulations.
|
•
|
Visteon’s ability to protect its intellectual property rights, and to respond to changes in technology and technological risks and to claims by others that Visteon infringes their intellectual property rights.
|
•
|
Visteon’s ability to quickly and adequately remediate control deficiencies in its internal control over financial reporting.
|
•
|
Other factors, risks and uncertainties detailed from time to time in Visteon’s Securities and Exchange Commission filings.
|
•
|
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. Backlog does not represent firm orders or firm commitments from customers, but are based on various assumptions, including the timing and duration of product launches, vehicle production levels, customer cancellations, installation rates, customer price reductions and currency exchange rates.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period |
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
|
|||||
Feb. 21, 2020 to Mar. 5, 2020
|
233,769
|
|
$67.87
|
233,769
|
|
$364
|
Item 6.
|
Exhibits
|
Exhibit No.
|
Description
|
|
101.INS
|
XBRL Instance Document.**
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.**
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.**
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.**
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.**
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.**
|
*
|
Indicates that exhibit is a management contract or compensatory plan or arrangement.
|
**
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files as Exhibit 101 hereto are deemed not filed or part of a registration
|
VISTEON CORPORATION
|
||
By:
|
/s/ Jerome J. Rouquet
|
|
Jerome J. Rouquet
|
||
Senior Vice President and Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Visteon Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Visteon Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|