SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) September 9, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
One Village Center Drive,
Van Buren Township,
(Address of Principal Executive Offices)
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 communications 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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $.01 per share||VC||The NASDAQ Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
SECTION 7 - REGULATION FD
Item 7.01. Regulation FD Disclosure.
Senior executives of Visteon Corporation (the “Company”) are expected to make a presentation on September 9, 2020 to investors and security analysts at the Citi Global Technology Conference. The presentation 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 9 - FINANCIAL INFORMATION AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
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.
|/s/Brett D. Pynnonen|
| Brett D. Pynnonen|
| Senior Vice President and General Counsel|
Date: September 9, 2020
Exhibit 99.1 Citi's 2020 Global Technology Virtual Conference September 2020
Forward-Looking Information • This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "will," "may," "designed to," "outlook," "believes," "should," "anticipates," "plans," "expects," "intends," "estimates," "forecasts" and similar expressions identify certain of these forward-looking statements. 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: • continued and future impacts of the coronavirus (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; • conditions within the automotive industry, including (i) the automotive vehicle production volumes and schedules of our customers, (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 to execute on our transformational plans and cost-reduction initiatives in the amounts and on the timing contemplated; • our ability to satisfy future capital and liquidity requirements; including our ability to access the credit and capital markets at 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 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 in interest rates and fuel prices; the timing and expenses related to 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 or the outcome of legal or regulatory proceedings to which we are or may become a 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, 2019 as updated by our subsequent filings with the Securities and Exchange Commission). • 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. The financial results presented herein are preliminary and unaudited; final financial results will be included in the company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020. New business wins, re-wins and backlog 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 production levels, customer cancellations, installation rates, customer price reductions and currency exchange rates. 2
Visteon At A Glance Leading supplier of innovative cockpit electronics and advanced safety systems to carmakers globally $2.9B annual sales1 10,000 employees 18 countries 20 manufacturing locations 18 technical centers Leading the evolution of automotive digital cockpits and safety solutions 3
Industry-Leading Products for a Broad Customer Base Pure play cockpit electronics supplier with comprehensive product portfolio Product Portfolio Customer Diversity Instrument Cockpit Head-up DisplaysInfotainmentfti Connectivity ADAS clusters computers displays 4
Cockpit Electronics Market Visteon is well positioned in clusters and displays, with developing presence in infotainment Cockpit Electronics Market Size Visteon’s Cockpit Position (Dollars in Billions) Clusters • 2019 market share of ~15% Other • #1 market share in all-digital clusters $4 Audio / Infotainment Audio / Infotainment $18 • 2019 market share of ~4% Displays • Android infotainment system to drive $5 future market share gains $36B Displays 2019 • 2019 market share of ~10% • In-house design and manufacturing expertise driving future growth Clusters $9 Total Cockpit Electronics Top-5 supplier with ~8% market share with opportunities for future growth 5
Instrument Clusters Key Trends Visteon’s Cluster Strategy ADAS Integration OEM 1 OEM 2 OEM 3 Display of ADAS features to keep driver informed Visteon Digital Cluster Platform Integrated with Infotainment Integration Cluster Applications Infotainment Media, phone and navigation sharing Tell Tales Chimes Navigation Cover Art Speedometer ADAS Telephony Digital Cluster Middleware User Experience AutoSAR OS QNX OS Rich 2D and Customized skins for Hardware different driving modes 3D Graphics Leading digital cluster software platform with in-house AutoSAR & graphics technology 6
Infotainment Key Trends Visteon’s Infotainment Strategy App Store Downloadable applications specific to each region Say ‘N Serve Voice Assistant App Store Voice Assistant Smartphone Projection Coexistence of cloud and edge voice systems Smartphone Projection Operating System Connectivity with consumers personal devices Industry leading Android platform with first-to-market features 7
Displays Key Trends Visteon’s Display Strategy Larger Screens Curved Multi-Display Module Increased screen sizes larger than 12 inches with curvature Multi-Displays Bonding of multiple displays to glass cover lens Technology Innovationnovation fforor OOptimizedptimized PerformancePerformanc Innovative Manufacturing Optical Performance Capabilities Higher contrast ratio and brightness for improved in-car experience Leader in large curved displays with best-in-class optical performance 8
Cockpit Domain Controllers Key Trends Visteon’s Cockpit Domain Controller Strategy Highly Integrated Cluster, infotainment and other cockpit functions Scalable Computing From premium to mass- market cockpit solutions Premium CDC System Entry CDC System Future Proof Architecture Software platform for continuous innovation Scalable cockpit controllers leverage cluster and infotainment platforms 9
DriveCore Key Trends Visteon’s ADAS Strategy Regulatory Approvals 60+ countries adopting new UNECE regulations Automatic Driver Parking Lane Monitoring Assist Keeping Assist System Auto Lane Keep System Level 2+ feature for hands-free Open API driving on highways under certain conditions Heterogeneous SOC Driver Monitoring App Cores DSPs NPU GPU HW Accel. Required by NCAP and Hardware UNECE regulations Level 2+ ADAS system for ALKS and driver monitoring 10
Second-Half 2020 Outlook Expecting production in Q3 down 10% at key customers, positioned to outperform Production Disruption Regional Visteon Positioned in First-Half 2020 Outlook to Outperform Global Production Volumes Y/Y Retail Demand Key Visteon Factors Jan Feb Mar Apr May Jun Jul United States Favorable Industry Trends SAAR sequential improvements Trends continue to drive while fleet sales still lower digitization of the cockpit (8%) (12%) (17%) (21%) Europe New Product Launches Sales improving due to pent up High number of new launches (33%) demand but outlook unclear with global OEMs (50%) China Market Outperformance Recovery continues but unclear Continued growth-over-market (61%) on sustainability of retail strength vs. industry volumes 11
Investment Thesis Visteon is a compelling long-term investment opportunity Pure Play Cockpit Innovative Product Competitive Strong Electronics Company Portfolio Cost Structure Balance Sheet f Secular trends transforming f Leading analog-to-digital f Leveraging industry-leading f $759M in cash at the end cockpit electronics transition in clusters engineering footprint of the second quarter 2020 f Nimble and adaptable to f Introduced industry-first f Commercial and f No significant near-term changing environment cockpit domain controller operational discipline debt maturities f Leading supplier of cockpit f Innovative display f Focused on emerging f 0.1x net debt / trailing 12- electronics to global OEMs technologies stronger post COVID-19 month adj. EBITDA 12
Appendix September 2020
Reconciliation of Non-GAAP Financial Information Adjusted EBITDA The Company defines Adjusted EBITDA as net income / (loss) attributable to the Company adjusted to eliminate the impact of depreciation and amortization, restructuring expense, net interest expense, equity in net (income) / loss of non-consolidated affiliates, provision for income taxes, discontinued operations, net income / (loss) attributable to non-controlling interests, non-cash stock-based compensation expense, and other gains and losses not reflective of the Company's ongoing operations. 14