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þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
|
State of Delaware
|
38-3519512
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
One Village Center Drive, Van Buren Township, Michigan
|
48111
|
(Address of principal executive offices)
|
(Zip code)
|
Part I - Financial Information
|
Page
|
|
|
Item 1 - Consolidated Financial Statements
|
|
|
Consolidated Statements of Comprehensive Income (Unaudited)
|
|
|
Consolidated Balance Sheets (Unaudited)
|
|
|
Consolidated Statements of Cash Flows (Unaudited)
|
|
|
Notes to Consolidated Financial Statements (Unaudited)
|
|
|
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
|
|
|
Item 4 - Controls and Procedures
|
|
Part II - Other Information
|
||
|
Item 1 - Legal Proceedings
|
|
|
Item 1A - Risk Factors
|
|
|
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
Item 6 - Exhibits
|
|
Signatures
|
||
Exhibit Index
|
Item 1.
|
Consolidated Financial Statements
|
|
Three Months Ended September 30
|
|
Nine Months Ended September 30
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Sales
|
$
|
770
|
|
|
$
|
808
|
|
|
$
|
2,345
|
|
|
$
|
2,436
|
|
Cost of sales
|
665
|
|
|
703
|
|
|
2,010
|
|
|
2,120
|
|
||||
Gross margin
|
105
|
|
|
105
|
|
|
335
|
|
|
316
|
|
||||
Selling, general and administrative expenses
|
53
|
|
|
59
|
|
|
163
|
|
|
182
|
|
||||
Restructuring expense
|
5
|
|
|
3
|
|
|
22
|
|
|
18
|
|
||||
Interest expense
|
6
|
|
|
3
|
|
|
14
|
|
|
15
|
|
||||
Interest income
|
1
|
|
|
1
|
|
|
4
|
|
|
2
|
|
||||
Equity in net income (loss) of non-consolidated affiliates
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
8
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Gain on sale of non-consolidated affiliates, net
|
1
|
|
|
—
|
|
|
1
|
|
|
62
|
|
||||
Other expense, net
|
13
|
|
|
7
|
|
|
17
|
|
|
15
|
|
||||
Income before income taxes
|
30
|
|
|
31
|
|
|
127
|
|
|
153
|
|
||||
Provision for income taxes
|
5
|
|
|
10
|
|
|
27
|
|
|
43
|
|
||||
Net income from continuing operations
|
25
|
|
|
21
|
|
|
100
|
|
|
110
|
|
||||
Income (loss) from discontinued operations, net of tax
|
7
|
|
|
(11
|
)
|
|
(15
|
)
|
|
2,194
|
|
||||
Net income
|
32
|
|
|
10
|
|
|
85
|
|
|
2,304
|
|
||||
Net income attributable to non-controlling interests
|
4
|
|
|
5
|
|
|
12
|
|
|
41
|
|
||||
Net income attributable to Visteon Corporation
|
$
|
28
|
|
|
$
|
5
|
|
|
$
|
73
|
|
|
$
|
2,263
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.62
|
|
|
$
|
0.39
|
|
|
$
|
2.47
|
|
|
$
|
2.17
|
|
Discontinued operations
|
0.21
|
|
|
(0.27
|
)
|
|
(0.42
|
)
|
|
50.58
|
|
||||
Basic earnings per share attributable to Visteon Corporation
|
$
|
0.83
|
|
|
$
|
0.12
|
|
|
$
|
2.05
|
|
|
$
|
52.75
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.61
|
|
|
$
|
0.38
|
|
|
$
|
2.44
|
|
|
$
|
2.12
|
|
Discontinued operations
|
0.20
|
|
|
(0.26
|
)
|
|
(0.41
|
)
|
|
49.43
|
|
||||
Diluted earnings per share attributable to Visteon Corporation
|
$
|
0.81
|
|
|
$
|
0.12
|
|
|
$
|
2.03
|
|
|
$
|
51.55
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss)
|
$
|
35
|
|
|
$
|
(18
|
)
|
|
$
|
106
|
|
|
$
|
2,305
|
|
Comprehensive income (loss) attributable to Visteon Corporation
|
$
|
31
|
|
|
$
|
(19
|
)
|
|
$
|
96
|
|
|
$
|
2,277
|
|
|
(Unaudited)
|
|
|
||||
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
ASSETS
|
|||||||
Cash and equivalents
|
$
|
850
|
|
|
$
|
2,728
|
|
Short-term investments
|
—
|
|
|
47
|
|
||
Restricted cash
|
4
|
|
|
8
|
|
||
Accounts receivable, net
|
497
|
|
|
502
|
|
||
Inventories, net
|
176
|
|
|
187
|
|
||
Other current assets
|
200
|
|
|
581
|
|
||
Total current assets
|
1,727
|
|
|
4,053
|
|
||
|
|
|
|
||||
Property and equipment, net
|
342
|
|
|
351
|
|
||
Intangible assets, net
|
137
|
|
|
133
|
|
||
Investments in non-consolidated affiliates
|
47
|
|
|
56
|
|
||
Other non-current assets
|
120
|
|
|
88
|
|
||
Total assets
|
$
|
2,373
|
|
|
$
|
4,681
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|||||||
Distribution payable
|
$
|
15
|
|
|
$
|
1,751
|
|
Short-term debt, including current portion of long-term debt
|
24
|
|
|
37
|
|
||
Accounts payable
|
429
|
|
|
482
|
|
||
Accrued employee liabilities
|
108
|
|
|
132
|
|
||
Other current liabilities
|
293
|
|
|
370
|
|
||
Total current liabilities
|
869
|
|
|
2,772
|
|
||
|
|
|
|
||||
Long-term debt
|
347
|
|
|
346
|
|
||
Employee benefits
|
256
|
|
|
268
|
|
||
Deferred tax liabilities
|
25
|
|
|
21
|
|
||
Other non-current liabilities
|
82
|
|
|
75
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock (par value $0.01, 50 million shares authorized, none outstanding at September 30, 2016 and December 31, 2015)
|
—
|
|
|
—
|
|
||
Common stock (par value $0.01, 250 million shares authorized, 55 million and 55 million shares issued, and 34 million and 40 million shares outstanding at September 30, 2016 and December 31, 2015, respectively)
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
1,246
|
|
|
1,345
|
|
||
Retained earnings
|
1,267
|
|
|
1,194
|
|
||
Accumulated other comprehensive loss
|
(167
|
)
|
|
(190
|
)
|
||
Treasury stock
|
(1,699
|
)
|
|
(1,293
|
)
|
||
Total Visteon Corporation stockholders’ equity
|
648
|
|
|
1,057
|
|
||
Non-controlling interests
|
146
|
|
|
142
|
|
||
Total equity
|
794
|
|
|
1,199
|
|
||
Total liabilities and equity
|
$
|
2,373
|
|
|
$
|
4,681
|
|
|
Nine Months Ended
September 30 |
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
85
|
|
|
$
|
2,304
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
62
|
|
|
147
|
|
||
Equity in net income of non-consolidated affiliates, net of dividends remitted
|
(2
|
)
|
|
—
|
|
||
Non-cash stock-based compensation
|
6
|
|
|
7
|
|
||
Loss (gain) on Climate Transaction
|
2
|
|
|
(2,332
|
)
|
||
Gain on sale of non-consolidated affiliates, net
|
(1
|
)
|
|
(62
|
)
|
||
Losses on divestitures and impairments
|
4
|
|
|
17
|
|
||
Loss on debt extinguishment
|
—
|
|
|
5
|
|
||
Other non-cash items
|
15
|
|
|
4
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
15
|
|
|
(7
|
)
|
||
Inventories
|
15
|
|
|
(29
|
)
|
||
Accounts payable
|
(45
|
)
|
|
48
|
|
||
Accrued income taxes
|
(39
|
)
|
|
135
|
|
||
Other assets and other liabilities
|
(79
|
)
|
|
37
|
|
||
Net cash provided from operating activities
|
38
|
|
|
274
|
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(56
|
)
|
|
(151
|
)
|
||
Climate Transaction withholding tax refund
|
356
|
|
|
—
|
|
||
Proceeds from Climate Transaction
|
—
|
|
|
2,664
|
|
||
Short-term investments
|
47
|
|
|
(52
|
)
|
||
Loans to non-consolidated affiliates, net of repayments
|
(8
|
)
|
|
(9
|
)
|
||
Proceeds from asset sales and business divestitures
|
15
|
|
|
92
|
|
||
Payments for acquisition and divestiture of businesses
|
(15
|
)
|
|
(19
|
)
|
||
Other
|
—
|
|
|
6
|
|
||
Net cash provided from investing activities
|
339
|
|
|
2,531
|
|
||
Financing Activities
|
|
|
|
||||
Short-term debt, net
|
(11
|
)
|
|
(1
|
)
|
||
Principal payments on debt
|
(2
|
)
|
|
(250
|
)
|
||
Distribution payments
|
(1,736
|
)
|
|
—
|
|
||
Repurchase of common stock
|
(500
|
)
|
|
(500
|
)
|
||
Dividends paid to non-controlling interests
|
—
|
|
|
(31
|
)
|
||
Exercised warrants and stock options
|
—
|
|
|
24
|
|
||
Stock based compensation tax withholding payments
|
(11
|
)
|
|
—
|
|
||
Other
|
—
|
|
|
(1
|
)
|
||
Net cash used by financing activities
|
(2,260
|
)
|
|
(759
|
)
|
||
Effect of exchange rate changes on cash and equivalents
|
6
|
|
|
(13
|
)
|
||
Net (decrease) increase in cash and equivalents
|
(1,877
|
)
|
|
2,033
|
|
||
Cash and equivalents at beginning of the period
|
2,729
|
|
|
827
|
|
||
Cash and equivalents at end of the period
|
$
|
852
|
|
|
$
|
2,860
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Foreign currency translation charge
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Loss on asset contribution
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Transformation initiatives
|
—
|
|
|
5
|
|
|
3
|
|
|
23
|
|
||||
Transaction hedging and exchange losses (gains)
|
—
|
|
|
—
|
|
|
1
|
|
|
(19
|
)
|
||||
Integration costs
|
—
|
|
|
2
|
|
|
1
|
|
|
11
|
|
||||
Recoverable taxes
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
|
$
|
13
|
|
|
$
|
7
|
|
|
$
|
17
|
|
|
$
|
15
|
|
|
Nine Months Ended September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Beginning balance
|
$
|
38
|
|
|
$
|
20
|
|
Accruals for products shipped
|
12
|
|
|
11
|
|
||
Changes in estimates
|
4
|
|
|
(1
|
)
|
||
Specific cause actions
|
7
|
|
|
9
|
|
||
Recoverable warranty/recalls
|
6
|
|
|
5
|
|
||
Foreign currency
|
1
|
|
|
(3
|
)
|
||
Settlements
|
(13
|
)
|
|
(12
|
)
|
||
Ending balance
|
$
|
55
|
|
|
$
|
29
|
|
|
|
(Dollars in Millions)
|
|
|
|
|
|
||
Purchase price
|
|
$
|
17
|
|
|
|
|
||
Assets Acquired:
|
|
|
||
Accounts receivable
|
|
$
|
1
|
|
Intangible assets
|
|
7
|
|
|
Goodwill
|
|
12
|
|
|
Total assets acquired
|
|
$
|
20
|
|
|
|
|
||
Liabilities Assumed:
|
|
|
||
Deferred tax liabilities
|
|
3
|
|
|
Total liabilities assumed
|
|
$
|
3
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Sales
|
$
|
14
|
|
|
$
|
16
|
|
|
$
|
34
|
|
|
$
|
2,184
|
|
Cost of sales
|
20
|
|
|
21
|
|
|
48
|
|
|
2,021
|
|
||||
Gross margin
|
(6
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|
163
|
|
||||
Selling, general and administrative expenses
|
2
|
|
|
1
|
|
|
4
|
|
|
76
|
|
||||
Loss (gain) on Climate Transaction
|
—
|
|
|
—
|
|
|
2
|
|
|
(2,332
|
)
|
||||
Loss and impairment on Interiors Divestiture
|
—
|
|
|
1
|
|
|
2
|
|
|
17
|
|
||||
Restructuring expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Interest expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Equity in net income of non-consolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Other expense, net
|
1
|
|
|
3
|
|
|
2
|
|
|
8
|
|
||||
(Loss) income from discontinued operations before income taxes
|
(9
|
)
|
|
(10
|
)
|
|
(24
|
)
|
|
2,396
|
|
||||
(Benefit) provision for income taxes
|
(16
|
)
|
|
1
|
|
|
(9
|
)
|
|
202
|
|
||||
Income (loss) from discontinued operations, net of tax
|
7
|
|
|
(11
|
)
|
|
(15
|
)
|
|
2,194
|
|
||||
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
Net income (loss) from discontinued operations attributable to Visteon
|
$
|
7
|
|
|
$
|
(11
|
)
|
|
$
|
(15
|
)
|
|
$
|
2,170
|
|
|
|
|
||
Gross proceeds
|
(1)
|
$
|
3,423
|
|
Korea withholding tax
|
(2)
|
(377
|
)
|
|
Professional fees
|
(3)
|
(20
|
)
|
|
Korea security transaction tax
|
(4)
|
(17
|
)
|
|
Divested cash balances
|
(5)
|
(345
|
)
|
|
Net cash provided from investing activities
|
|
2,664
|
|
|
Net assets divested, excluding cash balances
|
(5)
|
(557
|
)
|
|
Information technology separation and service obligations
|
(6)
|
(53
|
)
|
|
Employee related charges
|
(7)
|
(45
|
)
|
|
Electronics business repurchase obligation
|
(8)
|
(50
|
)
|
|
Professional fees
|
(3)
|
(4
|
)
|
|
Korea withholding tax recoverable
|
(2)
|
377
|
|
|
Net gain on Climate Transaction
|
|
$
|
2,332
|
|
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
ASSETS HELD FOR SALE
|
|||||||
Cash and equivalents
|
$
|
2
|
|
|
$
|
1
|
|
Accounts receivable, net
|
13
|
|
|
9
|
|
||
Inventories, net
|
6
|
|
|
4
|
|
||
Other current assets
|
2
|
|
|
3
|
|
||
Total current assets held for sale
|
23
|
|
|
17
|
|
||
|
|
|
|
||||
Total assets held for sale
|
$
|
23
|
|
|
$
|
17
|
|
|
|
|
|
||||
LIABILITIES HELD FOR SALE
|
|||||||
Accounts payable
|
$
|
9
|
|
|
$
|
6
|
|
Employee benefits
|
3
|
|
|
2
|
|
||
Other current liabilities
|
1
|
|
|
1
|
|
||
Total current liabilities held for sale
|
13
|
|
|
9
|
|
||
|
|
|
|
||||
Total liabilities held for sale
|
$
|
13
|
|
|
$
|
9
|
|
|
Nine Months Ended
September 30 |
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Depreciation and amortization
|
$
|
—
|
|
|
$
|
85
|
|
Asset impairments and losses on divestiture
|
$
|
2
|
|
|
$
|
16
|
|
Capital expenditures
|
$
|
2
|
|
|
$
|
81
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
December 31, 2015
|
$
|
33
|
|
|
$
|
5
|
|
|
$
|
38
|
|
Expense
|
11
|
|
|
—
|
|
|
11
|
|
|||
Utilization
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Reversals
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Foreign currency
|
1
|
|
|
—
|
|
|
1
|
|
|||
March 31, 2016
|
31
|
|
|
5
|
|
|
36
|
|
|||
Expense
|
1
|
|
|
7
|
|
|
8
|
|
|||
Utilization
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Reversals
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Foreign currency
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
June 30, 2016
|
25
|
|
|
12
|
|
|
37
|
|
|||
Expense
|
1
|
|
|
4
|
|
|
5
|
|
|||
Utilization
|
(7
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|||
September 30, 2016
|
$
|
19
|
|
|
$
|
14
|
|
|
$
|
33
|
|
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Raw materials
|
$
|
97
|
|
|
$
|
90
|
|
Work-in-process
|
44
|
|
|
53
|
|
||
Finished products
|
35
|
|
|
44
|
|
||
|
$
|
176
|
|
|
$
|
187
|
|
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Recoverable taxes
|
$
|
75
|
|
|
$
|
425
|
|
Prepaid assets and deposits
|
36
|
|
|
28
|
|
||
Joint venture receivables
|
33
|
|
|
44
|
|
||
Assets held for sale
|
23
|
|
|
17
|
|
||
Notes receivable
|
17
|
|
|
21
|
|
||
Contractually reimbursable engineering costs
|
8
|
|
|
34
|
|
||
Foreign currency hedges
|
2
|
|
|
6
|
|
||
Other
|
6
|
|
|
6
|
|
||
|
$
|
200
|
|
|
$
|
581
|
|
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Deferred tax assets
|
$
|
35
|
|
|
$
|
34
|
|
Recoverable taxes
|
34
|
|
|
21
|
|
||
Long term notes receivable
|
26
|
|
|
13
|
|
||
Contractually reimbursable engineering costs
|
9
|
|
|
4
|
|
||
Other
|
16
|
|
|
16
|
|
||
|
$
|
120
|
|
|
$
|
88
|
|
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Land
|
$
|
18
|
|
|
$
|
15
|
|
Buildings and improvements
|
69
|
|
|
64
|
|
||
Machinery, equipment and other
|
411
|
|
|
353
|
|
||
Construction in progress
|
35
|
|
|
75
|
|
||
|
533
|
|
|
507
|
|
||
Accumulated depreciation
|
(208
|
)
|
|
(170
|
)
|
||
|
325
|
|
|
337
|
|
||
Product tooling, net of amortization
|
17
|
|
|
14
|
|
||
|
$
|
342
|
|
|
$
|
351
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Depreciation
|
$
|
16
|
|
|
$
|
17
|
|
|
$
|
49
|
|
|
$
|
49
|
|
Amortization
|
1
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
51
|
|
|
$
|
51
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Estimated Weighted Average Useful Life (years)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
|
|
|
(Dollars in Millions)
|
||||||||||||||||||||||
Definite-Lived:
|
|
|
|||||||||||||||||||||||
Developed technology
|
7
|
|
$
|
41
|
|
|
$
|
24
|
|
|
$
|
17
|
|
|
$
|
39
|
|
|
$
|
20
|
|
|
$
|
19
|
|
Customer related
|
10
|
|
87
|
|
|
24
|
|
|
63
|
|
|
84
|
|
|
17
|
|
|
67
|
|
||||||
Other
|
32
|
|
8
|
|
|
1
|
|
|
7
|
|
|
8
|
|
|
1
|
|
|
7
|
|
||||||
Subtotal
|
|
|
136
|
|
|
49
|
|
|
87
|
|
|
131
|
|
|
38
|
|
|
93
|
|
||||||
Indefinite-Lived:
|
|
|
|||||||||||||||||||||||
Goodwill
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||
Total
|
|
|
$
|
186
|
|
|
$
|
49
|
|
|
$
|
137
|
|
|
$
|
171
|
|
|
$
|
38
|
|
|
$
|
133
|
|
|
Definite-lived intangibles
|
|
Indefinite-lived intangibles
|
|
|
||||||||||||||
|
Developed Technology
|
|
Customer Related
|
|
Other
|
|
Goodwill
|
|
Total
|
||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
$
|
19
|
|
|
$
|
67
|
|
|
$
|
7
|
|
|
$
|
40
|
|
|
$
|
133
|
|
Additions
|
2
|
|
|
5
|
|
|
—
|
|
|
12
|
|
|
19
|
|
|||||
Foreign currency
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|||||
Amortization
|
(4
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
September 30, 2016
|
$
|
17
|
|
|
$
|
63
|
|
|
$
|
7
|
|
|
$
|
50
|
|
|
$
|
137
|
|
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Electronics operations repurchase commitment
|
$
|
50
|
|
|
$
|
50
|
|
Product warranty and recall accruals
|
40
|
|
|
26
|
|
||
Restructuring reserves
|
33
|
|
|
38
|
|
||
Contribution payable
|
33
|
|
|
33
|
|
||
Rent and royalties
|
30
|
|
|
33
|
|
||
Joint venture payables
|
17
|
|
|
18
|
|
||
Liabilities held for sale
|
13
|
|
|
9
|
|
||
Dividends payable
|
12
|
|
|
6
|
|
||
Foreign currency translation loss
|
11
|
|
|
—
|
|
||
Deferred income
|
10
|
|
|
11
|
|
||
Information technology separation and service obligations
|
7
|
|
|
37
|
|
||
Non-income taxes payable
|
6
|
|
|
20
|
|
||
Foreign currency hedges
|
5
|
|
|
1
|
|
||
Income taxes payable
|
4
|
|
|
63
|
|
||
Other
|
22
|
|
|
25
|
|
||
|
$
|
293
|
|
|
$
|
370
|
|
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Income tax reserves
|
$
|
22
|
|
|
$
|
25
|
|
Deferred income
|
16
|
|
|
15
|
|
||
Product warranty and recall accruals
|
15
|
|
|
12
|
|
||
Non-income tax reserves
|
10
|
|
|
10
|
|
||
Other
|
19
|
|
|
13
|
|
||
|
$
|
82
|
|
|
$
|
75
|
|
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Short-Term Debt:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
1
|
|
|
$
|
3
|
|
Short-term borrowings
|
23
|
|
|
34
|
|
||
|
$
|
24
|
|
|
$
|
37
|
|
Long-Term Debt:
|
|
|
|
||||
Term debt facility
|
$
|
345
|
|
|
$
|
345
|
|
Other
|
2
|
|
|
1
|
|
||
|
$
|
347
|
|
|
$
|
346
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Costs Recognized in Income:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
7
|
|
|
8
|
|
|
3
|
|
|
6
|
|
||||
Expected return on plan assets
|
(10
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
Amortization of losses and other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Net pension (income) expense
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
4
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Costs Recognized in Income:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
14
|
|
Interest cost
|
21
|
|
|
25
|
|
|
9
|
|
|
18
|
|
||||
Expected return on plan assets
|
(31
|
)
|
|
(32
|
)
|
|
(9
|
)
|
|
(15
|
)
|
||||
Settlements and curtailments
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Amortization of losses and other
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Net pension (income) expense
|
$
|
(10
|
)
|
|
$
|
(7
|
)
|
|
$
|
3
|
|
|
$
|
23
|
|
|
Nine Months Ended
September 30, 2016 |
||
|
(Dollars in Millions)
|
||
Beginning balance
|
$
|
37
|
|
Tax positions related to current period:
|
|
||
Additions
|
2
|
|
|
Tax positions related to prior periods:
|
|
||
Additions
|
1
|
|
|
Settlements with tax authorities
|
(7
|
)
|
|
Ending balance
|
$
|
33
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Visteon
|
|
NCI
|
|
Total
|
|
Visteon
|
|
NCI
|
|
Total
|
||||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||||||
Three Months Ended September 30
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
616
|
|
|
$
|
148
|
|
|
$
|
764
|
|
|
$
|
2,688
|
|
|
$
|
162
|
|
|
$
|
2,850
|
|
Net income from continuing operations
|
21
|
|
|
4
|
|
|
25
|
|
|
16
|
|
|
5
|
|
|
21
|
|
||||||
Net income (loss) from discontinued operations
|
7
|
|
|
—
|
|
|
7
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||
Net income
|
28
|
|
|
4
|
|
|
32
|
|
|
5
|
|
|
5
|
|
|
10
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
3
|
|
|
—
|
|
|
3
|
|
|
(23
|
)
|
|
(4
|
)
|
|
(27
|
)
|
||||||
Benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Unrealized hedging gain (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Total other comprehensive income (loss)
|
3
|
|
|
—
|
|
|
3
|
|
|
(24
|
)
|
|
(4
|
)
|
|
(28
|
)
|
||||||
Stock-based compensation, net
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Warrant exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||||
Dividends to non-controlling interests
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Ending balance
|
$
|
648
|
|
|
$
|
146
|
|
|
$
|
794
|
|
|
$
|
2,685
|
|
|
$
|
163
|
|
|
$
|
2,848
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Visteon
|
|
NCI
|
|
Total
|
|
Visteon
|
|
NCI
|
|
Total
|
||||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||||||
Nine Months Ended September 30
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
1,057
|
|
|
$
|
142
|
|
|
$
|
1,199
|
|
|
$
|
865
|
|
|
$
|
956
|
|
|
$
|
1,821
|
|
Net income from continuing operations
|
88
|
|
|
12
|
|
|
100
|
|
|
93
|
|
|
17
|
|
|
110
|
|
||||||
Net (loss) income from discontinued operations
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
2,170
|
|
|
24
|
|
|
2,194
|
|
||||||
Net income
|
73
|
|
|
12
|
|
|
85
|
|
|
2,263
|
|
|
41
|
|
|
2,304
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
26
|
|
|
(2
|
)
|
|
24
|
|
|
(23
|
)
|
|
(16
|
)
|
|
(39
|
)
|
||||||
Benefit plans
|
1
|
|
|
—
|
|
|
1
|
|
|
35
|
|
|
1
|
|
|
36
|
|
||||||
Unrealized hedging gain (loss)
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
2
|
|
|
2
|
|
|
4
|
|
||||||
Total other comprehensive income (loss)
|
23
|
|
|
(2
|
)
|
|
21
|
|
|
14
|
|
|
(13
|
)
|
|
1
|
|
||||||
Stock-based compensation, net
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
Warrant exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||||
Share repurchase
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
||||||
Business divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(785
|
)
|
|
(785
|
)
|
||||||
Dividends to non-controlling interests
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
(36
|
)
|
|
(36
|
)
|
||||||
Ending balance
|
$
|
648
|
|
|
$
|
146
|
|
|
$
|
794
|
|
|
$
|
2,685
|
|
|
$
|
163
|
|
|
$
|
2,848
|
|
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Yanfeng Visteon Automotive Electronics Co., Ltd.
|
$
|
106
|
|
|
$
|
100
|
|
Shanghai Visteon Automotive Electronics, Co., Ltd.
|
38
|
|
|
41
|
|
||
Other
|
2
|
|
|
1
|
|
||
|
$
|
146
|
|
|
$
|
142
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Changes in AOCI:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(170
|
)
|
|
$
|
(261
|
)
|
|
$
|
(190
|
)
|
|
$
|
(299
|
)
|
Other comprehensive income (loss) before reclassification, net of tax
|
2
|
|
|
(25
|
)
|
|
24
|
|
|
(67
|
)
|
||||
Amounts reclassified from AOCI
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
(3
|
)
|
||||
Climate divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
||||
Ending balance
|
$
|
(167
|
)
|
|
$
|
(285
|
)
|
|
$
|
(167
|
)
|
|
$
|
(285
|
)
|
|
|
|
|
|
|
|
|
||||||||
Changes in AOCI by Component:
|
|
|
|||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(132
|
)
|
|
$
|
(138
|
)
|
|
$
|
(155
|
)
|
|
$
|
(138
|
)
|
Other comprehensive income before reclassification, net of tax (a)
|
3
|
|
|
(23
|
)
|
|
26
|
|
|
(86
|
)
|
||||
Climate divestiture (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
||||
Ending balance
|
(129
|
)
|
|
(161
|
)
|
|
(129
|
)
|
|
(161
|
)
|
||||
Benefit plans
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
(35
|
)
|
|
(123
|
)
|
|
(36
|
)
|
|
(156
|
)
|
||||
Other comprehensive income before reclassification, net of tax (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Amounts reclassified from AOCI (c)
|
—
|
|
|
2
|
|
|
1
|
|
|
7
|
|
||||
Climate divestiture (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Ending balance
|
(35
|
)
|
|
(121
|
)
|
|
(35
|
)
|
|
(121
|
)
|
||||
Unrealized hedging (loss) gain
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
(3
|
)
|
|
—
|
|
|
1
|
|
|
(5
|
)
|
||||
Other comprehensive income (loss) before reclassification, net of tax (d)
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
11
|
|
||||
Amounts reclassified from AOCI
|
1
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(10
|
)
|
||||
Climate divestiture (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Ending balance
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Total AOCI
|
$
|
(167
|
)
|
|
$
|
(285
|
)
|
|
$
|
(167
|
)
|
|
$
|
(285
|
)
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In Millions, Except Per Share Amounts)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations attributable to Visteon
|
$
|
21
|
|
|
$
|
16
|
|
|
$
|
88
|
|
|
$
|
93
|
|
Income (loss) from discontinued operations, net of tax
|
7
|
|
|
(11
|
)
|
|
(15
|
)
|
|
2,170
|
|
||||
Net income attributable to Visteon
|
$
|
28
|
|
|
$
|
5
|
|
|
$
|
73
|
|
|
$
|
2,263
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Average common stock outstanding - basic
|
34.0
|
|
|
40.5
|
|
|
35.6
|
|
|
42.9
|
|
||||
Dilutive effect of performance based share units and other
|
0.4
|
|
|
0.9
|
|
|
0.4
|
|
|
1.0
|
|
||||
Diluted shares
|
34.4
|
|
|
41.4
|
|
|
36.0
|
|
|
43.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted Per Share Data:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share attributable to Visteon:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.62
|
|
|
$
|
0.39
|
|
|
$
|
2.47
|
|
|
$
|
2.17
|
|
Discontinued operations
|
0.21
|
|
|
(0.27
|
)
|
|
(0.42
|
)
|
|
50.58
|
|
||||
|
$
|
0.83
|
|
|
$
|
0.12
|
|
|
$
|
2.05
|
|
|
$
|
52.75
|
|
Diluted earnings (loss) per share attributable to Visteon:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.61
|
|
|
$
|
0.38
|
|
|
$
|
2.44
|
|
|
$
|
2.12
|
|
Discontinued operations
|
0.20
|
|
|
(0.26
|
)
|
|
(0.41
|
)
|
|
49.43
|
|
||||
|
$
|
0.81
|
|
|
$
|
0.12
|
|
|
$
|
2.03
|
|
|
$
|
51.55
|
|
•
|
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 (Loss) Income into AOCI, net of tax
|
|
Reclassified from AOCI into (Income) Loss
|
|
Recorded in (Income) Loss
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
|
(Dollars in Millions)
|
||||||||||||||||||||||
Three Months Ended September 30
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency risk - Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net investment hedges
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-designated cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
||||||
Interest rate risk - Interest expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
Nine Months Ended September 30
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency risk - Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
(3
|
)
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net investment hedges
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-designated cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
||||||
Interest rate risk - Interest expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign currency risk - Other expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
KRW option and forward contracts
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
5
|
|
||||||
|
|
$
|
(5
|
)
|
|
$
|
9
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
•
|
Electronics - The Company's Electronics segment provides vehicle cockpit electronics products to customers, including audio systems, information displays, instrument clusters, head up displays, infotainment systems, and telematics solutions.
|
•
|
Other - Other includes entities in South America and South Africa previously associated with the Climate business but not subject to the Climate Transaction. On July 18, 2016, the Company reached an agreement to sell its South Africa climate operations, with 2015 annual sales of $9 million. The sale is expected to close during 2016. During 2015, other also included the Berlin, Germany operations previously associated with the Interiors business and sold during the fourth quarter of 2015.
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Electronics
|
$
|
749
|
|
|
$
|
771
|
|
|
$
|
2,304
|
|
|
$
|
2,332
|
|
Other
|
21
|
|
|
37
|
|
|
41
|
|
|
123
|
|
||||
Eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
||||
Total consolidated sales
|
$
|
770
|
|
|
$
|
808
|
|
|
$
|
2,345
|
|
|
$
|
2,436
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Electronics
|
$
|
75
|
|
|
$
|
67
|
|
|
$
|
248
|
|
|
$
|
211
|
|
Other
|
—
|
|
|
(2
|
)
|
|
(7
|
)
|
|
(8
|
)
|
||||
Adjusted EBITDA
|
$
|
75
|
|
|
$
|
65
|
|
|
$
|
241
|
|
|
$
|
203
|
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Adjusted EBITDA
|
$
|
75
|
|
|
$
|
65
|
|
|
$
|
241
|
|
|
$
|
203
|
|
Depreciation and amortization
|
21
|
|
|
20
|
|
|
62
|
|
|
62
|
|
||||
Restructuring expense
|
5
|
|
|
3
|
|
|
22
|
|
|
18
|
|
||||
Interest expense, net
|
5
|
|
|
2
|
|
|
10
|
|
|
13
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Equity in net loss (income) of non-consolidated affiliates
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
(8
|
)
|
||||
Gain on sale of non-consolidated affiliates, net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(62
|
)
|
||||
Other expense, net
|
13
|
|
|
7
|
|
|
17
|
|
|
15
|
|
||||
Provision for income taxes
|
5
|
|
|
10
|
|
|
27
|
|
|
43
|
|
||||
(Income) loss from discontinued operations, net of tax
|
(7
|
)
|
|
11
|
|
|
15
|
|
|
(2,194
|
)
|
||||
Net income attributable to non-controlling interests
|
4
|
|
|
5
|
|
|
12
|
|
|
41
|
|
||||
Non-cash, stock-based compensation expense
|
2
|
|
|
2
|
|
|
6
|
|
|
7
|
|
||||
Other
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
||||
Net income attributable to Visteon Corporation
|
$
|
28
|
|
|
$
|
5
|
|
|
$
|
73
|
|
|
$
|
2,263
|
|
|
Total Assets
|
||||||
|
September 30
|
|
December 31
|
||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Electronics
|
$
|
2,337
|
|
|
$
|
4,649
|
|
Other
|
36
|
|
|
32
|
|
||
Total consolidated assets
|
$
|
2,373
|
|
|
$
|
4,681
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Strengthen the Core
- Visteon offers technology and related manufacturing operations for audio, head-up displays, information displays, infotainment, instrument clusters and telematics products. The Company's backlog, defined as cumulative remaining life of program booked sales, is approximately $16.2 billion as of September 30, 2016, or 5.3 times the last twelve months of sales, reflecting a strong booked sales base on which to launch future growth.
|
•
|
Move Selectively to Adjacent Products
- As consumer demand continues to evolve with an increase of electronics content per vehicle, the Company strives to further develop expertise in the areas of cockpit domain controllers, next generation safety applications, and vehicle cyber security. These areas require assessment as consumer needs shift and related products complement Visteon's core products. Specifically, the Company is targeting the mid to high infotainment market as an area to differentiate itself from its competition.
|
•
|
Expand into Advanced Driver Assistance Systems ("ADAS") / Autonomous Driving
- The Company's approach to autonomous driving is to feature fail-safe centralized domain hardware, designed for algorithmic developers, and applying artificial intelligence for object detection and other functions. The Company is developing a secure autonomous driving domain controller platform with an open framework based on neural networks. The Company projects a launch of the technology in 2018.
|
•
|
Exit of Climate Business -
On
June 9, 2015
, Visteon Corporation and its wholly owned subsidiary, VIHI, LLC (collectively, “Visteon”) completed the sale to Hahn & Co. Auto Holdings Co., Ltd. and Hankook Tire Co., Ltd. (together, the “Purchasers”) of all of its shares of Halla Visteon Climate Control Corporation, a Korean corporation (“HVCC”), for approximately $
3.4 billion
, or KRW
52,000
per share, after adjusting for the 2014 dividend paid by HVCC to Visteon (the “Climate Transaction”), pursuant to and in accordance with the Share Purchase Agreement, dated as of December 17, 2014, among Visteon and the Purchasers. The Company received net cash proceeds of approximately
$2.7 billion
and recognized a pre-tax gain of approximately
$2.3 billion
in connection with the closing of the Climate Transaction in the second quarter 2015.
|
•
|
Exit of Interiors Business -
During 2014, the Company divested the majority of its global Interiors business (the "Interiors Divestiture"). Subsequently, Visteon completed the sale of its Interiors operations in Thailand on
February 2, 2015
. Remaining operations subject to the Interiors Divestiture are located in Argentina and Brazil and are expected to close during 2016. These remaining transactions are subject to various conditions, including regulatory and antitrust approvals, receipt of other third party consents and approvals and other customary closing conditions, and may be subject to further cash impacts based on purchase price adjustments at the time of closing. The Company expects to record losses in connection with the Argentina and Brazil portions of the Interiors Divestiture in future periods upon closing, which are estimated to be approximately
$20 million
.
|
•
|
Enhance Shareholder Returns
- In connection with the Climate Transaction, the Company returned approximately $2.75 billion of cash to shareholders through 2016 via a series of actions including share buybacks and special distributions.
|
|
Three Months Ended
September 30 |
|
Nine Months Ended
September 30 |
||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||
|
(Units in Millions)
|
||||||||||||||||
Global
|
21.7
|
|
|
20.5
|
|
|
5.4
|
%
|
|
67.7
|
|
|
65.4
|
|
|
3.5
|
%
|
Asia Pacific
|
11.2
|
|
|
10.1
|
|
|
11.0
|
%
|
|
34.4
|
|
|
32.6
|
|
|
5.4
|
%
|
Europe
|
4.7
|
|
|
4.8
|
|
|
(1.8
|
)%
|
|
16.1
|
|
|
15.7
|
|
|
2.6
|
%
|
North America
|
4.5
|
|
|
4.3
|
|
|
2.7
|
%
|
|
13.5
|
|
|
13.2
|
|
|
2.7
|
%
|
South America
|
0.7
|
|
|
0.8
|
|
|
(10.5
|
)%
|
|
2.0
|
|
|
2.4
|
|
|
(16.2
|
)%
|
Other
|
0.6
|
|
|
0.5
|
|
|
17.4
|
%
|
|
1.7
|
|
|
1.5
|
|
|
9.5
|
%
|
Source: IHS Automotive
|
•
|
The Company recorded sales of
$770 million
for the three months ended
September 30, 2016
, representing a decrease of
$38 million
when compared with the same period of
2015
. The decrease was primarily due to the Germany Interiors Divestiture, lower production volumes in North America and Europe, and customer pricing net of design savings. The decrease was partially offset by higher volumes in Asia.
|
•
|
The Company recorded sales of
$2,345 million
for the
nine
months ended
September 30, 2016
, representing a decrease of
$91 million
when compared with the same period of
2015
. The decrease was primarily due to the Germany Interiors Divestiture, the wind down of Other South America business, Chinese Yuan and Euro currency impacts, and customer pricing net of design changes. The decrease was partially offset by Asia and Europe volume increases.
|
•
|
Gross margin was
$105 million
or
13.6%
of sales for the three months ended
September 30, 2016
, compared with
$105 million
or
13.0%
of sales for the same period of
2015
. Favorable currency and net engineering costs were offset by higher warranty costs.
|
•
|
Gross margin was
$335 million
or
14.3%
of sales for the
nine
months ended
September 30, 2016
, compared to
$316 million
or
13.0%
of sales for the same period of
2015
. The increase was primarily attributable to favorable volumes, net new business and product mix, and improved cost performance, partially offset by customer pricing and the wind down of Other South America business.
|
•
|
Net income attributable to Visteon was
$28 million
for the three months ended
September 30, 2016
, compared to net income of
$5 million
for the same period of
2015
. The increase of
$23 million
includes higher income from discontinued operations of $18 million driven by tax impacts, lower selling, general and administrative expense of $6 million, lower transformation and integration costs of $7 million and lower provision for income taxes of $5 million. Partial offsets include 2016 impairment charges for South Africa climate operations of $11 million and Argentina climate closure related charges of $2 million.
|
•
|
Net income attributable to Visteon was
$73 million
for the
nine
months ended
September 30, 2016
, compared to net income of
$2,263 million
for the same period of
2015
. The decrease of
$2,190 million
includes lower income from discontinued operations of $2,209 million primarily resulting from the 2015 gain on the Climate Transaction, tax impacts and decreased results from climate operations. Net income also decreased during 2016 due to the lower gain on sale of non-consolidated affiliates, net of $61 million. These were offset by lower net income attributable to non-controlling interests of $29 million which included impacts of divested climate operations, improved gross margin for continuing operations of $19 million, lower selling, general and administrative expenses of $19 million, lower provision for income taxes of $16 million and the non-recurrence of loss on debt extinguishment of $5 million.
|
•
|
Including discontinued operations, cash provided by operating activities was
$38
million for the
nine
months ended
September 30, 2016
, a decrease of
$236 million
compared with the same period of
2015
. The reduction is primarily related to the exit of the Climate business, higher tax payments and higher working capital use.
|
•
|
Total cash and short-term investments, excluding amounts held for sale, were $854 million as of
September 30, 2016
, $1,929 million lower than $2,783 million as of
December 31, 2015
, primarily attributable to the special distribution of approximately $1,736 million and share repurchases of $500 million, partially offset by the Climate Transaction withholding tax refund of $356 million.
|
|
Three Months Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Sales
|
$
|
770
|
|
|
$
|
808
|
|
|
$
|
(38
|
)
|
Cost of sales
|
665
|
|
|
703
|
|
|
(38
|
)
|
|||
Gross margin
|
105
|
|
|
105
|
|
|
—
|
|
|||
Selling, general and administrative expenses
|
53
|
|
|
59
|
|
|
(6
|
)
|
|||
Restructuring expense
|
5
|
|
|
3
|
|
|
2
|
|
|||
Interest expense, net
|
5
|
|
|
2
|
|
|
3
|
|
|||
Equity in net income (loss) of non-consolidated affiliates
|
—
|
|
|
(3
|
)
|
|
3
|
|
|||
Gain on sale of non-consolidated affiliates, net
|
1
|
|
|
—
|
|
|
1
|
|
|||
Other expense, net
|
13
|
|
|
7
|
|
|
6
|
|
|||
Provision for income taxes
|
5
|
|
|
10
|
|
|
(5
|
)
|
|||
Net income from continuing operations
|
25
|
|
|
21
|
|
|
4
|
|
|||
Income (loss) from discontinued operations
|
7
|
|
|
(11
|
)
|
|
18
|
|
|||
Net income
|
32
|
|
|
10
|
|
|
22
|
|
|||
Net income attributable to non-controlling interests
|
4
|
|
|
5
|
|
|
(1
|
)
|
|||
Net income attributable to Visteon Corporation
|
$
|
28
|
|
|
$
|
5
|
|
|
$
|
23
|
|
Adjusted EBITDA*
|
$
|
75
|
|
|
$
|
65
|
|
|
$
|
10
|
|
|
|
|
|
|
|
||||||
*
Adjusted EBITDA is a Non-GAAP financial measure, as further discussed
below.
|
|
Three Months Ended
September 30 |
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Foreign currency translation charge
|
$
|
11
|
|
|
$
|
—
|
|
Loss on asset contribution
|
2
|
|
|
—
|
|
||
Transformation initiatives
|
—
|
|
|
5
|
|
||
Integration costs
|
—
|
|
|
2
|
|
||
|
$
|
13
|
|
|
$
|
7
|
|
|
Three Months Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Adjusted EBITDA
|
$
|
75
|
|
|
$
|
65
|
|
|
$
|
10
|
|
Depreciation and amortization
|
21
|
|
|
20
|
|
|
1
|
|
|||
Restructuring expense
|
5
|
|
|
3
|
|
|
2
|
|
|||
Interest expense, net
|
5
|
|
|
2
|
|
|
3
|
|
|||
Equity in net loss of non-consolidated affiliates
|
—
|
|
|
3
|
|
|
(3
|
)
|
|||
Gain on sale of non-consolidated affiliates, net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Other expense, net
|
13
|
|
|
7
|
|
|
6
|
|
|||
Provision for income taxes
|
5
|
|
|
10
|
|
|
(5
|
)
|
|||
(Income) loss from discontinued operations, net of tax
|
(7
|
)
|
|
11
|
|
|
(18
|
)
|
|||
Net income attributable to non-controlling interests
|
4
|
|
|
5
|
|
|
(1
|
)
|
|||
Non-cash, stock-based compensation
|
2
|
|
|
2
|
|
|
—
|
|
|||
Other
|
—
|
|
|
(3
|
)
|
|
3
|
|
|||
Net income attributable to Visteon Corporation
|
$
|
28
|
|
|
$
|
5
|
|
|
$
|
23
|
|
•
|
Electronics - The Company's Electronics segment provides vehicle cockpit electronics products to customers, including audio systems, information displays, instrument clusters, head up displays, infotainment systems, and telematics solutions.
|
•
|
Other - Other includes entities in South America and South Africa previously associated with the Climate business but not subject to the Climate Transaction. On July 18, 2016, the Company reached an agreement to sell its South Africa climate operations, with 2015 annual sales of $9 million. The sale is expected to close during 2016. During 2015, Other also included the Berlin, Germany operations previously associated with the Interiors business and sold during the fourth quarter of 2015.
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
Three months ended September 30, 2015
|
$
|
771
|
|
|
$
|
37
|
|
|
$
|
808
|
|
Volume, mix, and net new business
|
2
|
|
|
4
|
|
|
6
|
|
|||
Currency
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Germany Interiors Divestiture
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||
Price productivity and other
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Three months ended September 30, 2016
|
$
|
749
|
|
|
$
|
21
|
|
|
$
|
770
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
Three months ended September 30, 2015
|
$
|
664
|
|
|
$
|
39
|
|
|
$
|
703
|
|
Currency
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Volume, mix, and net new business
|
5
|
|
|
3
|
|
|
8
|
|
|||
Germany Interiors Divestiture
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||
Other
|
(17
|
)
|
|
(1
|
)
|
|
(18
|
)
|
|||
Three months ended September 30, 2016
|
$
|
644
|
|
|
$
|
21
|
|
|
$
|
665
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
Three months ended September 30, 2015
|
$
|
67
|
|
|
$
|
(2
|
)
|
|
$
|
65
|
|
Volume, mix, and net new business
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Currency
|
4
|
|
|
—
|
|
|
4
|
|
|||
Other
|
7
|
|
|
1
|
|
|
8
|
|
|||
Three months ended September 30, 2016
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
75
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Sales
|
$
|
2,345
|
|
|
$
|
2,436
|
|
|
$
|
(91
|
)
|
Cost of sales
|
2,010
|
|
|
2,120
|
|
|
(110
|
)
|
|||
Gross margin
|
335
|
|
|
316
|
|
|
19
|
|
|||
Selling, general and administrative expenses
|
163
|
|
|
182
|
|
|
(19
|
)
|
|||
Restructuring expense
|
22
|
|
|
18
|
|
|
4
|
|
|||
Interest expense, net
|
10
|
|
|
13
|
|
|
(3
|
)
|
|||
Equity in net income of non-consolidated affiliates
|
3
|
|
|
8
|
|
|
(5
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
5
|
|
|
(5
|
)
|
|||
Gain on sale of non-consolidated affiliates, net
|
1
|
|
|
62
|
|
|
(61
|
)
|
|||
Other expense, net
|
17
|
|
|
15
|
|
|
2
|
|
|||
Provision for income taxes
|
27
|
|
|
43
|
|
|
(16
|
)
|
|||
Net income from continuing operations
|
100
|
|
|
110
|
|
|
(10
|
)
|
|||
(Loss) income from discontinued operations
|
(15
|
)
|
|
2,194
|
|
|
(2,209
|
)
|
|||
Net income
|
85
|
|
|
2,304
|
|
|
(2,219
|
)
|
|||
Net income attributable to non-controlling interests
|
12
|
|
|
41
|
|
|
(29
|
)
|
|||
Net income attributable to Visteon Corporation
|
$
|
73
|
|
|
$
|
2,263
|
|
|
$
|
(2,190
|
)
|
Adjusted EBITDA*
|
$
|
241
|
|
|
$
|
203
|
|
|
$
|
38
|
|
|
|
|
|
|
|
||||||
*
Adjusted EBITDA is a Non-GAAP financial measure, as further discussed
below.
|
|
Nine Months Ended
September 30 |
||||||
|
2016
|
|
2015
|
||||
|
(Dollars in Millions)
|
||||||
Foreign currency translation charge
|
$
|
11
|
|
|
$
|
—
|
|
Loss on asset contribution
|
2
|
|
|
—
|
|
||
Transformation initiatives
|
3
|
|
|
23
|
|
||
Transaction hedging and exchange (gains) losses
|
1
|
|
|
(19
|
)
|
||
Integration costs
|
1
|
|
|
11
|
|
||
Recoverable taxes
|
(1
|
)
|
|
—
|
|
||
|
$
|
17
|
|
|
$
|
15
|
|
|
Nine Months Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Adjusted EBITDA
|
$
|
241
|
|
|
$
|
203
|
|
|
$
|
38
|
|
Depreciation and amortization
|
62
|
|
|
62
|
|
|
—
|
|
|||
Restructuring expense
|
22
|
|
|
18
|
|
|
4
|
|
|||
Interest expense, net
|
10
|
|
|
13
|
|
|
(3
|
)
|
|||
Equity in net income of non-consolidated affiliates
|
(3
|
)
|
|
(8
|
)
|
|
5
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
5
|
|
|
(5
|
)
|
|||
Gain on sale of non-consolidated affiliates, net
|
(1
|
)
|
|
(62
|
)
|
|
61
|
|
|||
Other expense, net
|
17
|
|
|
15
|
|
|
2
|
|
|||
Provision for income taxes
|
27
|
|
|
43
|
|
|
(16
|
)
|
|||
Loss (income) from discontinued operations, net of tax
|
15
|
|
|
(2,194
|
)
|
|
2,209
|
|
|||
Net income attributable to non-controlling interests
|
12
|
|
|
41
|
|
|
(29
|
)
|
|||
Non-cash, stock-based compensation expense
|
6
|
|
|
7
|
|
|
(1
|
)
|
|||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|||
Net income attributable to Visteon Corporation
|
$
|
73
|
|
|
2,263
|
|
|
$
|
(2,190
|
)
|
•
|
Electronics - The Company's Electronics segment provides vehicle cockpit electronics products to customers, including audio systems, information displays, instrument clusters, head up displays, infotainment systems, and telematics solutions.
|
•
|
Other - Other includes entities in South America and South Africa previously associated with the Climate business but not subject to the Climate Transaction. On July 18, 2016, the Company reached an agreement to sell its South Africa climate operations, with 2015 annual sales of $9 million. The sale is expected to close during 2016. During 2015, Other also included the Berlin, Germany operations previously associated with the Interiors business and sold during the fourth quarter of 2015.
|
|
Electronics
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Nine months ended September 30, 2015
|
$
|
2,332
|
|
|
$
|
123
|
|
|
$
|
(19
|
)
|
|
$
|
2,436
|
|
Volume, mix, and net new business
|
59
|
|
|
(10
|
)
|
|
19
|
|
|
68
|
|
||||
Currency
|
(24
|
)
|
|
(1
|
)
|
|
—
|
|
|
(25
|
)
|
||||
Germany Interiors Divestiture
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
||||
Price productivity and other
|
(63
|
)
|
|
(1
|
)
|
|
—
|
|
|
(64
|
)
|
||||
Nine months ended September 30, 2016
|
$
|
2,304
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
2,345
|
|
|
Electronics
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Nine months ended September 30, 2015
|
$
|
2,009
|
|
|
$
|
130
|
|
|
$
|
(19
|
)
|
|
$
|
2,120
|
|
Currency
|
(24
|
)
|
|
(1
|
)
|
|
—
|
|
|
(25
|
)
|
||||
Volume, mix, and net new business
|
49
|
|
|
(9
|
)
|
|
19
|
|
|
59
|
|
||||
Germany Interiors Divestiture
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
||||
Other
|
(72
|
)
|
|
(2
|
)
|
|
—
|
|
|
(74
|
)
|
||||
Nine months ended September 30, 2016
|
$
|
1,962
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
2,010
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
Nine months ended September 30, 2015
|
$
|
211
|
|
|
$
|
(8
|
)
|
|
$
|
203
|
|
Volume, mix, and net new business
|
10
|
|
|
(1
|
)
|
|
9
|
|
|||
Currency
|
2
|
|
|
—
|
|
|
2
|
|
|||
Other
|
25
|
|
|
2
|
|
|
27
|
|
|||
Nine months ended September 30, 2016
|
$
|
248
|
|
|
$
|
(7
|
)
|
|
$
|
241
|
|
•
|
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, and in particular changes in Ford’s vehicle production volumes and platform mix.
|
•
|
Increases in commodity costs or disruptions in the supply of commodities, including aluminum, 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.
|
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 (or Units) Purchased (1)
|
|
Average Price Paid per Share (or Unit)
|
|
Total Number of Shares (or units) Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Approximate Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2) (in millions)
|
||
July 1, 2016 to September. 30, 2016
|
—
|
|
|
$0
|
|
—
|
|
|
$0
|
Total
|
—
|
|
|
$0
|
|
—
|
|
|
$0
|
(1)
|
There are no activities relating to purchases made by or on behalf of the Company, or an affiliated purchaser, of shares of the Company’s common stock during the
third
quarter of
2016
.
|
(2)
|
On December 9, 2015, the board of directors authorized a $500 million share repurchase program through December 31, 2016. In December 2015, the Company entered into a 10b5-1 program with a third-party financial institution to purchase up to
$150 million
of Visteon common stock. Under the 10b5-1 program which concluded on March 1, 2016, the company repurchased 1,607,849 shares at average price of $65.05, for a total of $105 million. Subsequently, the Company entered into an accelerated stock buyback (“ASB”) program with a third-party financial institution to repurchase shares of common stock for an aggregate purchase price of $395 million. Under this ASB program, the Company paid $395 million and received an initial delivery of 4,370,678 shares of common stock using a reference price of $72.30. This ASB program was concluded on October 14, 2016 and the Company received additional 1,211,979 shares. In total, the Company purchased 5,582,657 shares at an average price of $70.75 under this ASB program.
|
Item 6.
|
Exhibits
|
|
VISTEON CORPORATION
|
|
|
|
|
|
By:
|
/s/ Stephanie S. Marianos
|
|
|
Stephanie S. Marianos
|
|
|
Chief Accounting Officer
|
Exhibit No.
|
|
Description
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer dated October 27, 2016.
|
31.2
|
|
Rule 13a-14(a) Certification of Executive Vice President, Chief Financial Officer dated October 27, 2016.
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer dated October 27, 2016.
|
32.2
|
|
Section 1350 Certification of Executive Vice President, Chief Financial Officer dated October 27, 2016.
|
101.INS
|
|
XBRL Instance Document.**
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.**
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.**
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.**
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.**
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.**
|
*
|
Indicates that exhibit is a management contract or compensatory plan or arrangement.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
3M Company | MMM |
Honeywell International Inc. | HON |
Albemarle Corporation | ALB |
RPM International Inc. | RPM |
QUALCOMM Incorporated | QCOM |
Chevron Corporation | CVX |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|