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Proc-Type: 2001,MIC-CLEAR
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Date of Report July 20, 2001 VISTEON CORPORATION Registrants telephone number, including area code (800)-VISTEON
Item 5. Other Events.
On July 20, 2001, we issued a press release concerning our second quarter
2001 earnings. The press release, filed as Exhibit 20 to this Current Report on
Form 8-K, is incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-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
-4-
News Release
FOR IMMEDIATE RELEASE
VISTEON CORPORATION REPORTS SECOND QUARTER 2001 RESULTS IN LINE WITH
EXPECTATIONS
DEARBORN, Mich., July 20, 2001 Visteon Corporation (NYSE: VC) today announced
Second Quarter net income of $60 million or $0.46 per share, excluding
restructuring costs. The companys performance was within the range of
previous guidance. Including restructuring costs of $100 million after taxes,
Second Quarter results were a net loss of $40 million or $0.31 per share.
Visteon earned $162 million or $1.25 per share in the Second Quarter of 2000.
We turned in a solid operating performance in a tough environment and
delivered on our projections despite unexpected production cutbacks, said
Peter J. Pestillo, Chairman and Chief Executive Officer. The restructuring
actions we have completed are building momentum for our cost reduction efforts
and we expect to see continued improvement going forward. He added that there
is still much to do The tough environment is expected to continue through
the remainder of the year.
The earnings decline compared with a year ago is more than accounted for by
price reductions and lower volume. This was offset partially by favorable cost
performance, reflecting a combination of the restructuring and operating
efficiencies, including an accelerated pace of cost reductions throughout the
organization, continued savings through the use of Internet auctions and
improved performance in Visteons glass business.
1.
News Release
Second Quarter sales were $4.9 billion, down $404 million compared with the
same period last year. The decrease is more than accounted for by lower Ford
revenue. Non-Ford revenue for the quarter was up 14 percent from a year ago.
The restructuring actions included the elimination of more than 2,000 salaried
positions during the quarter, exceeding the previously announced target of
1,800. Additional restructuring actions also were taken in Europe, which will
result in the closure of two European plants and consolidation of the work to
other Visteon facilities. The restructuring actions already have yielded cost
savings and other benefits with payback expected in no more than one year.
Operating cash flow for the Second Quarter was positive. Visteon ended the
quarter with almost $1.3 billion in cash and marketable securities.
First Half sales totaled $9.6 billion, down $906 million year over year. First
Half 2001 net income was $91 million or $0.70 per share, excluding
restructuring costs. This compares with net income of $309 million or $2.38
per share for First Half 2000. Return on sales for the first six months of
2001 was 1.1 percent, excluding restructuring costs, versus 3.0 percent for the
First Half of 2000.
Visteon won $1.2 billion in net new business in the First Half of the year.
More than 80 percent of the wins were with customers other than Ford and more
than 20 percent were outside of North America. In addition to winning Nissans
Quality Award for the third consecutive year, Visteon was awarded significant
new business with Nissan on future light truck, minivan and SUV platforms.
Visteon also won substantial new business from General Motors on a new truck
platform and Toyota on a new European car.
The company expects Third Quarter revenue of $4.1 to $4.3 billion
reflecting lower production volumes and net income, excluding restructuring,
of breakeven to $20 million. For the full year, the company expects revenue
to be $18.2 to $18.6 billion and net income, excluding restructuring, of $150
to $200 million.
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 about 80,000 employees and a global delivery system of more than 130
technical, manufacturing, sales, and service facilities located in 25
countries.
This press release contains forward-looking statements made pursuant to the
Private Securities Litigation Reform
2.
News Release
Act of 1995. Words such as estimated
and potentially signify forward-looking statements. Forward-looking statements are not guarantees of future
results and conditions but rather are subject to various risks and
uncertainties. Some of these risks and uncertainties are identified in our
Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 27, 2001. Should any risks and uncertainties develop into actual
events, these developments could have material adverse effects on Visteons
business, financial condition and results of operations.
### 3.
VISTEON CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL DATATable of Contents
Securities Exchange Act of 1934
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
EXHIBIT INDEX Press Release dated July 20, 2001 Table of Contents
Exhibit No.
Description
Table of Contents
Table of Contents
Exhibit No.
Description
Page
Press Release dated
July 20, 2001
Carly Lamprecht
313-755-0879
clamprec@visteon.com
Investor Inquiries:
Derek Fiebig
313-755-3699
dfiebig@visteon.com
Additional financial detail is available at www.visteon.com
(in millions, except per share amounts, percentages and as noted)
2001
over/(under)
2001
2000
Second
First
Second
First
Quarter
Half
Quarter
Half
Sales
(unaudited)
$
4,067
$
7,980
$
(504
)
$
(1,067
)
838
1,648
100
161
$
4,905
$
9,628
$
(404
)
$
(906
)
$
142
$
282
$
(13
)
$
(17
)
26
56
5
13
$
168
$
338
$
(8
)
$
(4
)
$
180
$
369
$
(12
)
$
3.7
%
3.8
%
0.1
pts
0.3
pts
$
(42
)
$
26
$
(310
)
$
(495
)
116
184
(152
)
(337
)
$
(40
)
$
(9
)
$
(202
)
$
(318
)
60
91
(102
)
(218
)
$
(0.31
)
$
(0.07
)
$
(1.56
)
$
(2.45
)
0.46
0.70
(0.79
)
(1.68
)
$
0.06
$
0.12
N/A
N/A
37
%
37
%
pts
pts
$
284
$
522
$
(160
)
$
(341
)
5.8
%
5.4
%
(2.6
)
pts
(2.8
)
pts
1.3
%
1.1
%
(1.9
)
pts
(1.9
)
pts
2.3
1.8
(3.5
)
(3.5
)
6.9
5.3
(18.2
)
(18.9
)
$
168
$
340
$
(1
)
$
56
3.4
%
3.5
%
0.2
pts
0.8
pts
$
233
$
(126
)
$
67
$
226
$
1,263
$
298
1,971
(109
)
* Second quarter of 2001 and year-to-date 2001 amounts exclude costs related to restructuring items of $158 million ($100 million after-tax), of which $81 million was recorded as selling, administrative and other expense. |
** Includes capital expenditures and excludes restructuring/independence actions. |
VISTEON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
For the Periods Ended June 30, 2001 and 2000
(in millions, except per share amounts)
Second Quarter | First Half | |||||||||||||||||
2001 | 2000 | 2001 | 2000 | |||||||||||||||
(unaudited) | (unaudited) | |||||||||||||||||
Sales |
||||||||||||||||||
Ford and affiliates |
$ | 4,067 | $ | 4,571 | $ | 7,980 | $ | 9,047 | ||||||||||
Other customers |
838 | 738 | 1,648 | 1,487 | ||||||||||||||
Total sales |
4,905 | 5,309 | 9,628 | 10,534 | ||||||||||||||
Costs and expenses (Notes 2 and 3) |
||||||||||||||||||
Costs of sales |
4,686 | 4,849 | 9,152 | 9,644 | ||||||||||||||
Selling, administrative and other expenses |
261 | 192 | 450 | 369 | ||||||||||||||
Total costs and expenses |
4,947 | 5,041 | 9,602 | 10,013 | ||||||||||||||
Operating income (loss) |
(42 | ) | 268 | 26 | 521 | |||||||||||||
Interest income |
14 | 18 | 33 | 52 | ||||||||||||||
Interest expense |
36 | 30 | 72 | 87 | ||||||||||||||
Net interest expense |
(22 | ) | (12 | ) | (39 | ) | (35 | ) | ||||||||||
Equity in net income of affiliated companies |
7 | 10 | 11 | 17 | ||||||||||||||
Income (loss) before income taxes |
(57 | ) | 266 | (2 | ) | 503 | ||||||||||||
Provision (benefit) for income taxes |
(23 | ) | 96 | (4 | ) | 182 | ||||||||||||
Income (loss) before minority interests |
(34 | ) | 170 | 2 | 321 | |||||||||||||
Minority interests in net income of subsidiaries |
6 | 8 | 11 | 12 | ||||||||||||||
Net income (loss) |
$ | (40 | ) | $ | 162 | $ | (9 | ) | $ | 309 | ||||||||
Average number of shares of Common Stock |
||||||||||||||||||
outstanding (Note 4) |
131 | 130 | 131 | 130 | ||||||||||||||
Earnings (loss) and dividends per share (Note 4) |
||||||||||||||||||
Basic and diluted |
$ | (0.31 | ) | $ | 1.25 | $ | (0.07 | ) | $ | 2.38 | ||||||||
Cash dividends |
$ | 0.06 | $ | | $ | 0.12 | $ | |
The accompanying notes are part of the financial statements.
VISTEON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions)
June 30, | December 31, | |||||||||
2001 | 2000 | |||||||||
(unaudited) | ||||||||||
Assets |
||||||||||
Cash and cash equivalents |
$ | 1,195 | $ | 1,412 | ||||||
Marketable securities |
68 | 65 | ||||||||
Total cash and marketable securities |
1,263 | 1,477 | ||||||||
Accounts receivable Ford and affiliates |
1,835 | 1,333 | ||||||||
Accounts receivable other customers |
903 | 857 | ||||||||
Total receivables |
2,738 | 2,190 | ||||||||
Inventories (Note 5) |
908 | 948 | ||||||||
Deferred income taxes |
193 | 192 | ||||||||
Prepaid expenses and other current assets |
134 | 198 | ||||||||
Total current assets |
5,236 | 5,005 | ||||||||
Equity in net assets of affiliated companies |
147 | 142 | ||||||||
Net property |
5,394 | 5,497 | ||||||||
Deferred income taxes |
126 | 100 | ||||||||
Other assets |
517 | 581 | ||||||||
Total assets |
$ | 11,420 | $ | 11,325 | ||||||
Liabilities and Stockholders Equity |
||||||||||
Trade payables |
$ | 2,079 | $ | 1,949 | ||||||
Accrued liabilities |
1,011 | 1,086 | ||||||||
Income taxes payable |
109 | 147 | ||||||||
Debt payable within one year |
581 | 622 | ||||||||
Total current liabilities |
3,780 | 3,804 | ||||||||
Long-term debt |
1,390 | 1,397 | ||||||||
Other liabilities |
2,835 | 2,601 | ||||||||
Deferred income taxes |
16 | 18 | ||||||||
Total liabilities |
8,021 | 7,820 | ||||||||
Stockholders equity |
||||||||||
Capital stock |
||||||||||
Preferred Stock, par value $1.00, 50 million shares authorized, |
||||||||||
none outstanding |
| | ||||||||
Common Stock, par value $1.00, 500 million shares authorized, |
||||||||||
131 million shares issued and outstanding |
131 | 131 | ||||||||
Capital in excess of par value of stock |
3,315 | 3,311 | ||||||||
Accumulated other comprehensive income |
(246 | ) | (179 | ) | ||||||
Other |
(30 | ) | (12 | ) | ||||||
Earnings retained for use in business |
229 | 254 | ||||||||
Total stockholders equity |
3,399 | 3,505 | ||||||||
Total liabilities and stockholders equity |
$ | 11,420 | $ | 11,325 | ||||||
The accompanying notes are part of the financial statements.
VISTEON CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Periods Ended June 30, 2001 and 2000
(in millions)
First Half | First Half | |||||||||
2001 | 2000 | |||||||||
(unaudited) | ||||||||||
Cash and cash equivalents at January 1 |
$ | 1,412 | $ | 1,849 | ||||||
Cash flows provided by (used in) operating activities |
182 | (1,619 | ) | |||||||
Cash flows from investing activities |
||||||||||
Capital expenditures |
(340 | ) | (284 | ) | ||||||
Purchases of securities |
(148 | ) | | |||||||
Sales and maturities of securities |
145 | | ||||||||
Other |
35 | (13 | ) | |||||||
Net cash used in investing activities |
(308 | ) | (297 | ) | ||||||
Cash flows from financing activities |
||||||||||
Cash distributions from prior owner |
| 85 | ||||||||
Commercial paper (repayments) issuances, net |
(9 | ) | 410 | |||||||
Payments on short-term debt |
| (509 | ) | |||||||
Proceeds from issuance of short-term debt |
1 | 1,200 | ||||||||
Proceeds from issuance of other debt |
54 | 14 | ||||||||
Principal payments on other debt |
(97 | ) | (200 | ) | ||||||
Purchase of treasury stock |
(20 | ) | | |||||||
Cash dividends |
(16 | ) | | |||||||
Other |
| 21 | ||||||||
Net cash (used in) provided by financing activities |
(87 | ) | 1,021 | |||||||
Effect of exchange rate changes on cash |
(4 | ) | 11 | |||||||
Net decrease in cash and cash equivalents |
(217 | ) | (884 | ) | ||||||
Cash and cash equivalents at June 30 |
$ | 1,195 | $ | 965 | ||||||
The accompanying notes are part of the financial statements.
VISTEON CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. Financial Statements The financial data presented herein are unaudited, but in the opinion of management reflect those adjustments, including normal recurring adjustments, necessary for a fair presentation of such information. Results for interim periods should not be considered indicative of results for a full year. Reference should be made to the consolidated financial statements and accompanying notes included in the companys Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as filed with the Securities and Exchange Commission on February 27, 2001.
Visteon Corporation (Visteon) is a leading, global supplier of automotive systems, modules and components. Visteon sells products primarily to global vehicle manufacturers, and also sells to the worldwide aftermarket for replacement and vehicle appearance enhancement parts. Visteon became an independent company when Ford Motor Company (Ford) established Visteon as a wholly-owned subsidiary in January 2000 and subsequently transferred to Visteon the assets and liabilities comprising Fords automotive components and systems business. Ford completed its spin-off of Visteon on June 28, 2000 (the spin-off). Prior to incorporation, Visteon operated as Fords automotive components and systems business.
2. Selected costs and expenses are summarized as follows:
Second Quarter | First Half | ||||||||||||||||
2001 | 2000 | 2001 | 2000 | ||||||||||||||
(in millions) | |||||||||||||||||
Depreciation |
$ | 142 | $ | 155 | $ | 282 | $ | 299 | |||||||||
Amortization |
26 | 21 | 56 | 43 | |||||||||||||
Total |
$ | 168 | $ | 176 | $ | 338 | $ | 342 | |||||||||
3. Special Charges During the second quarter of 2001, as part of a review of staff and plant operations, Visteon eliminated more than 2,000 salaried positions worldwide. As a result of these actions, Visteon recorded a pre-tax charge of $146 million in the second quarter of 2001 reflecting retirement and separation programs that were implemented during the quarter. About 90% of the separations were completed in the second quarter of 2001. The remaining separations, related primarily to European employees that have accepted benefits under voluntary programs, will be completed during the second half of 2001.
In addition, Visteon recorded a pre-tax charge in the second quarter of 2001 of $12 million related to the planned closure of two European facilities, ZEM in Poland and Wickford in the U.K., and other actions.
Of the total pre-tax charges of $158 million ($100 million after-tax) described above, $81 million is recorded in selling, administrative and other expenses and $77 million is recorded in costs of sales, and $142 million is recorded by the Automotive Operations segment and $16 million is recorded by the Glass Operations segment. As of June 30, 2001, Visteon has spent or utilized about $87 million related to these charges, which includes amounts related to special pension and other postretirement benefits.
During the second quarter of 2000, Visteon recorded a pre-tax charge of approximately $13 million ($8 million after-tax) for Visteon-designated employees that were part of special voluntary retirement and separation programs.
VISTEON CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (Continued)
(unaudited)
4. Income Per Share of Common Stock Basic income per share of common stock is calculated by dividing the income attributable to common stock by the average number of shares of common stock outstanding during the applicable period, adjusted for restricted stock. The calculation of diluted income per share takes into account the effect of dilutive potential common stock, such as stock options and restricted stock. For the second quarter and first half of 2001 potential common stock of about 404,000 and 202,000 shares, respectively, is excluded as its effect would have been antidilutive. For purposes of the earnings per share calculations, 130 million shares of common stock are treated as outstanding for periods prior to the spin-off from Ford.
Shareholder approval was obtained at the May 2001 Annual Meeting of the Visteon Shareholders for the Visteon Corporation 2000 Incentive Plan (Incentive Plan), and the related awards granted under this plan through such date, and the Visteon Corporation Employees Equity Incentive Plan (EEIP). The total number of shares of Visteon common stock subject to awards under the Incentive Plan and EEIP is 13 million and 6.5 million shares, respectively.
During the second quarter of 2001, Visteon granted under the Incentive Plan about 900,000 shares of performance-based restricted stock and granted under the Incentive Plan and EEIP options covering about 3.1 million shares with an exercise price equal to the average of the highest and lowest prices at which Visteon common stock was traded on the New York Stock Exchange on the grant date. The performance-based restricted stock awards vest upon the achievement of the applicable performance goals at the completion of a performance period, which is generally three years. Performance goals are related to return on equity and quality measures. Compensation expense is recognized over the performance period based upon an estimate of the likelihood of achieving the performance goals and also reflects changes in the price of Visteon common stock. Stock options will become exercisable one-third after one year from the date of grant, an additional one-third after two years and in full after three years, and expire 10 years from the date of grant.
5. Inventories are summarized as follows:
June 30, | December 31, | ||||||||
2001 | 2000 | ||||||||
(in millions) | |||||||||
Raw materials, work-in-process and supplies |
$ | 765 | $ | 829 | |||||
Finished products |
143 | 119 | |||||||
Total inventories |
$ | 908 | $ | 948 | |||||
U.S. inventories |
$ | 572 | $ | 586 |
6. Debt During the second quarter of 2001, Visteon amended its financing arrangements with third-party lenders that provide $2 billion of contractually committed, unsecured revolving credit facilities. The amendments extended the maturity dates on both the 364-day and long-term facilities by one year, while all other terms remained substantially the same.
7. Comprehensive Income Other comprehensive income mainly includes foreign currency translation adjustments. Total comprehensive income is summarized as follows:
Second Quarter | First Half | ||||||||||||||||
2001 | 2000 | 2001 | 2000 | ||||||||||||||
(in millions) | |||||||||||||||||
Net income (loss) |
$ | (40 | ) | $ | 162 | $ | (9 | ) | $ | 309 | |||||||
Other comprehensive income (loss) |
(47 | ) | (21 | ) | (67 | ) | (58 | ) | |||||||||
Total comprehensive income (loss) |
$ | (87 | ) | $ | 141 | $ | (76 | ) | $ | 251 | |||||||
VISTEON CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (Continued)
(unaudited)
8. Accounting Change Visteon adopted Statement of Financial Accounting Standards No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activities, on January 1, 2001. SFAS 133 (as amended by SFAS 137 and 138) establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires recognition of all derivatives as either assets or liabilities on the balance sheet and measurement of the instruments at fair value. The change in fair value of a derivative is required to be recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction and if so, the type of hedge transaction.
Consistent with the first quarter of 2001, the impact of implementing this new standard on Visteons results of operations and financial condition for the three and six months ended June 30, 2001 was not material.
9. Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers, or a decision making group, in deciding how to allocate resources and in assessing performance. Visteons chief operating decision-making group is the Strategy Council, which is comprised of the Chairman and Chief Executive Officer and six other senior executives.
In the second quarter of 2001, Visteon implemented a new organization which is focused on customer business groups, and supported by centralized product development, manufacturing and administrative functions. Consistent with the new organization, Visteons reportable operating segments are Automotive Operations and Glass Operations. Automotive Operations provides various automotive systems and components mainly to OEM customers; Glass Operations supplies architectural and flat glass to a broad customer base, including OEMs. The new segments replace the previous product-oriented reportable operating segments. Prior year information has been restated to conform with the new organization. Financial information for the reportable operating segments is summarized as follows:
Automotive | Glass | Total | ||||||||||||
Operations | Operations | Visteon | ||||||||||||
(in millions) | ||||||||||||||
Second Quarter |
||||||||||||||
2001 |
||||||||||||||
Sales |
$ | 4,730 | $ | 175 | $ | 4,905 | ||||||||
Income (loss) before taxes |
(45 | ) | (12 | ) | (57 | ) | ||||||||
Net income (loss) |
(33 | ) | (7 | ) | (40 | ) | ||||||||
Average assets |
11,113 | 309 | 11,422 | |||||||||||
2000 |
||||||||||||||
Sales |
$ | 5,105 | $ | 204 | $ | 5,309 | ||||||||
Income (loss) before taxes |
284 | (18 | ) | 266 | ||||||||||
Net income (loss) |
173 | (11 | ) | 162 | ||||||||||
Average assets |
11,134 | 609 | 11,743 | |||||||||||
First Half |
||||||||||||||
2001 |
||||||||||||||
Sales |
$ | 9,288 | $ | 340 | $ | 9,628 | ||||||||
Income (loss) before taxes |
15 | (17 | ) | (2 | ) | |||||||||
Net income (loss) |
| (9 | ) | (9 | ) | |||||||||
Average assets |
11,069 | 304 | 11,373 | |||||||||||
2000 |
||||||||||||||
Sales |
$ | 10,133 | $ | 401 | $ | 10,534 | ||||||||
Income (loss) before taxes |
523 | (20 | ) | 503 | ||||||||||
Net income (loss) |
321 | (12 | ) | 309 | ||||||||||
Average assets |
11,395 | 677 | 12,072 |
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