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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)
|
Page
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 1.
|
Consolidated Financial Statements
|
|
Three Months Ended March 31
|
||||||
|
2017
|
|
2016
|
||||
Sales
|
$
|
810
|
|
|
$
|
802
|
|
Cost of sales
|
679
|
|
|
681
|
|
||
Gross margin
|
131
|
|
|
121
|
|
||
Selling, general and administrative expenses
|
51
|
|
|
56
|
|
||
Restructuring expense
|
1
|
|
|
10
|
|
||
Interest expense
|
6
|
|
|
4
|
|
||
Interest income
|
1
|
|
|
2
|
|
||
Equity in net income of non-consolidated affiliates
|
2
|
|
|
—
|
|
||
Other expense, net
|
1
|
|
|
4
|
|
||
Income before income taxes
|
75
|
|
|
49
|
|
||
Provision for income taxes
|
16
|
|
|
13
|
|
||
Net income from continuing operations
|
59
|
|
|
36
|
|
||
Income (loss) from discontinued operations, net of tax
|
8
|
|
|
(13
|
)
|
||
Net income
|
67
|
|
|
23
|
|
||
Net income attributable to non-controlling interests
|
4
|
|
|
4
|
|
||
Net income attributable to Visteon Corporation
|
$
|
63
|
|
|
$
|
19
|
|
|
|
|
|
||||
Basic earnings (loss) per share:
|
|
|
|
||||
Continuing operations
|
$
|
1.69
|
|
|
$
|
0.84
|
|
Discontinued operations
|
0.25
|
|
|
(0.34
|
)
|
||
Basic earnings per share attributable to Visteon Corporation
|
$
|
1.94
|
|
|
$
|
0.50
|
|
|
|
|
|
||||
Diluted earnings (loss) per share:
|
|
|
|
||||
Continuing operations
|
$
|
1.67
|
|
|
$
|
0.83
|
|
Discontinued operations
|
0.24
|
|
|
(0.34
|
)
|
||
Diluted earnings per share attributable to Visteon Corporation
|
$
|
1.91
|
|
|
$
|
0.49
|
|
|
|
|
|
||||
Comprehensive income:
|
|
|
|
||||
Comprehensive income
|
$
|
90
|
|
|
$
|
42
|
|
Comprehensive income attributable to Visteon Corporation
|
$
|
85
|
|
|
$
|
38
|
|
|
(Unaudited)
|
|
|
||||
|
March 31
|
|
December 31
|
||||
|
2017
|
|
2016
|
||||
ASSETS
|
|||||||
Cash and equivalents
|
$
|
688
|
|
|
$
|
878
|
|
Restricted cash
|
4
|
|
|
4
|
|
||
Accounts receivable, net
|
552
|
|
|
505
|
|
||
Inventories, net
|
162
|
|
|
151
|
|
||
Other current assets
|
174
|
|
|
170
|
|
||
Total current assets
|
1,580
|
|
|
1,708
|
|
||
|
|
|
|
||||
Property and equipment, net
|
346
|
|
|
345
|
|
||
Intangible assets, net
|
128
|
|
|
129
|
|
||
Investments in non-consolidated affiliates
|
37
|
|
|
45
|
|
||
Other non-current assets
|
147
|
|
|
146
|
|
||
Total assets
|
$
|
2,238
|
|
|
$
|
2,373
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|||||||
Short-term debt, including current portion of long-term debt
|
49
|
|
|
36
|
|
||
Accounts payable
|
463
|
|
|
463
|
|
||
Accrued employee liabilities
|
87
|
|
|
103
|
|
||
Other current liabilities
|
224
|
|
|
309
|
|
||
Total current liabilities
|
823
|
|
|
911
|
|
||
|
|
|
|
||||
Long-term debt
|
347
|
|
|
346
|
|
||
Employee benefits
|
302
|
|
|
303
|
|
||
Deferred tax liabilities
|
20
|
|
|
20
|
|
||
Other non-current liabilities
|
66
|
|
|
69
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock (par value $0.01, 50 million shares authorized, none outstanding as of March 31, 2017 and December 31, 2016)
|
—
|
|
|
—
|
|
||
Common stock (par value $0.01, 250 million shares authorized, 55 million shares issued, 32 and 33 million shares outstanding as of March 31, 2017 and December 31, 2016, respectively)
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
1,302
|
|
|
1,327
|
|
||
Retained earnings
|
1,332
|
|
|
1,269
|
|
||
Accumulated other comprehensive loss
|
(211
|
)
|
|
(233
|
)
|
||
Treasury stock
|
(1,876
|
)
|
|
(1,778
|
)
|
||
Total Visteon Corporation stockholders’ equity
|
548
|
|
|
586
|
|
||
Non-controlling interests
|
132
|
|
|
138
|
|
||
Total equity
|
680
|
|
|
724
|
|
||
Total liabilities and equity
|
$
|
2,238
|
|
|
$
|
2,373
|
|
|
Three Months Ended
March 31 |
||||||
|
2017
|
|
2016
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
67
|
|
|
$
|
23
|
|
Adjustments to reconcile net income to net cash provided from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
19
|
|
|
21
|
|
||
Equity in net income of non-consolidated affiliates, net of dividends remitted
|
(2
|
)
|
|
—
|
|
||
Non-cash stock-based compensation
|
2
|
|
|
2
|
|
||
Gain on India operations repurchase
|
(7
|
)
|
|
—
|
|
||
Losses on divestitures and impairments
|
1
|
|
|
1
|
|
||
Other non-cash items
|
3
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(39
|
)
|
|
(24
|
)
|
||
Inventories
|
(8
|
)
|
|
9
|
|
||
Accounts payable
|
18
|
|
|
4
|
|
||
Accrued income taxes
|
—
|
|
|
(43
|
)
|
||
Other assets and other liabilities
|
(64
|
)
|
|
(51
|
)
|
||
Net cash used by operating activities
|
(10
|
)
|
|
(58
|
)
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(32
|
)
|
|
(25
|
)
|
||
India operations repurchase
|
(47
|
)
|
|
—
|
|
||
Climate Transaction withholding tax refund
|
—
|
|
|
356
|
|
||
Short-term investments
|
—
|
|
|
47
|
|
||
Loans to non-consolidated affiliates, net of repayments
|
—
|
|
|
(8
|
)
|
||
Proceeds from asset sales and business divestitures
|
10
|
|
|
3
|
|
||
Net cash (used by) provided from investing activities
|
(69
|
)
|
|
373
|
|
||
Financing Activities
|
|
|
|
||||
Short-term debt, net
|
15
|
|
|
—
|
|
||
Principal payments on debt
|
(2
|
)
|
|
(1
|
)
|
||
Distribution payments
|
(1
|
)
|
|
(1,736
|
)
|
||
Repurchase of common stock
|
(125
|
)
|
|
(500
|
)
|
||
Stock based compensation tax withholding payments
|
(1
|
)
|
|
(11
|
)
|
||
Other
|
(3
|
)
|
|
—
|
|
||
Net cash used by financing activities
|
(117
|
)
|
|
(2,248
|
)
|
||
Effect of exchange rate changes on cash and equivalents
|
6
|
|
|
7
|
|
||
Net decrease in cash and equivalents
|
(190
|
)
|
|
(1,926
|
)
|
||
Cash and equivalents at beginning of the period
|
878
|
|
|
2,729
|
|
||
Cash and equivalents at end of the period
|
$
|
688
|
|
|
$
|
803
|
|
|
Three Months Ended
March 31 |
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Transformation initiatives
|
$
|
—
|
|
|
$
|
3
|
|
Transaction exchange losses
|
—
|
|
|
1
|
|
||
Loss on non-consolidated affiliate transaction
|
1
|
|
|
—
|
|
||
|
$
|
1
|
|
|
$
|
4
|
|
|
Three Months Ended
March 31 |
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Sales
|
$
|
—
|
|
|
$
|
9
|
|
Cost of sales
|
—
|
|
|
13
|
|
||
Gross margin
|
—
|
|
|
(4
|
)
|
||
Gain on Climate Transaction
|
(7
|
)
|
|
—
|
|
||
Loss and impairment on Interiors Divestiture
|
—
|
|
|
1
|
|
||
Income (loss) from discontinued operations before income taxes
|
7
|
|
|
(5
|
)
|
||
(Benefit) provision for income taxes
|
(1
|
)
|
|
8
|
|
||
Net income (loss) from discontinued operations, net of tax, attributable to Visteon
|
$
|
8
|
|
|
$
|
(13
|
)
|
|
March 31
|
|
December 31
|
||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Payables due to YFVIC
|
$
|
7
|
|
|
$
|
14
|
|
Exposure to loss in YFVIC
|
|
|
|
||||
Investment in YFVIC
|
$
|
24
|
|
|
$
|
22
|
|
Receivables due from YFVIC
|
12
|
|
|
15
|
|
||
Subordinated loan receivable
|
22
|
|
|
22
|
|
||
Loan guarantee
|
18
|
|
|
22
|
|
||
Maximum exposure to loss in YFVIC
|
$
|
76
|
|
|
$
|
81
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
December 31, 2016
|
$
|
31
|
|
|
$
|
9
|
|
|
$
|
40
|
|
Expense
|
1
|
|
|
—
|
|
|
1
|
|
|||
Utilization
|
(8
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|||
March 31, 2017
|
$
|
24
|
|
|
$
|
8
|
|
|
$
|
32
|
|
|
March 31
|
|
December 31
|
||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Raw materials
|
$
|
83
|
|
|
$
|
83
|
|
Work-in-process
|
49
|
|
|
34
|
|
||
Finished products
|
30
|
|
|
34
|
|
||
|
$
|
162
|
|
|
$
|
151
|
|
|
March 31
|
|
December 31
|
||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Recoverable taxes
|
$
|
71
|
|
|
$
|
60
|
|
Prepaid assets and deposits
|
37
|
|
|
35
|
|
||
Joint venture receivables
|
32
|
|
|
39
|
|
||
Notes receivable
|
19
|
|
|
18
|
|
||
Contractually reimbursable engineering costs
|
6
|
|
|
7
|
|
||
Foreign currency hedges
|
6
|
|
|
6
|
|
||
Other
|
3
|
|
|
5
|
|
||
|
$
|
174
|
|
|
$
|
170
|
|
|
March 31
|
|
December 31
|
||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Deferred tax assets
|
$
|
46
|
|
|
$
|
48
|
|
Recoverable taxes
|
35
|
|
|
34
|
|
||
Joint venture receivables
|
26
|
|
|
25
|
|
||
Long term notes receivable
|
10
|
|
|
10
|
|
||
Contractually reimbursable engineering costs
|
10
|
|
|
11
|
|
||
Other
|
20
|
|
|
18
|
|
||
|
$
|
147
|
|
|
$
|
146
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
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
|
10
|
|
$
|
41
|
|
|
$
|
26
|
|
|
$
|
15
|
|
|
$
|
40
|
|
|
$
|
25
|
|
|
$
|
15
|
|
Customer related
|
9
|
|
83
|
|
|
27
|
|
|
56
|
|
|
83
|
|
|
25
|
|
|
58
|
|
||||||
Capitalized software development
|
3
|
|
5
|
|
|
—
|
|
|
5
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Other
|
32
|
|
8
|
|
|
1
|
|
|
7
|
|
|
8
|
|
|
1
|
|
|
7
|
|
||||||
Subtotal
|
|
|
137
|
|
|
54
|
|
|
83
|
|
|
135
|
|
|
51
|
|
|
84
|
|
||||||
Indefinite-Lived:
|
|
|
|||||||||||||||||||||||
Goodwill
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||||
Total
|
|
|
$
|
182
|
|
|
$
|
54
|
|
|
$
|
128
|
|
|
$
|
180
|
|
|
$
|
51
|
|
|
$
|
129
|
|
|
Definite-lived intangibles
|
|
Indefinite-lived intangibles
|
|
|
||||||||||||||||||
|
Developed Technology
|
|
Customer Related
|
|
Capitalized Software Development
|
|
Other
|
|
Goodwill
|
Total
|
|||||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||||||
December 31, 2016
|
$
|
15
|
|
|
$
|
58
|
|
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
45
|
|
|
$
|
129
|
|
Additions
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Foreign currency
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Amortization
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
March 31, 2017
|
$
|
15
|
|
|
$
|
56
|
|
|
$
|
5
|
|
|
$
|
7
|
|
|
$
|
45
|
|
|
$
|
128
|
|
|
March 31
|
|
December 31
|
||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Product warranty and recall accruals
|
$
|
38
|
|
|
$
|
43
|
|
Restructuring reserves
|
32
|
|
|
40
|
|
||
Contribution payable
|
32
|
|
|
31
|
|
||
Rent and royalties
|
20
|
|
|
23
|
|
||
Income taxes payable
|
18
|
|
|
22
|
|
||
Dividends payable
|
17
|
|
|
5
|
|
||
Distribution payable
|
14
|
|
|
15
|
|
||
Joint venture payables
|
10
|
|
|
22
|
|
||
Deferred income
|
10
|
|
|
14
|
|
||
Non-income taxes payable
|
5
|
|
|
8
|
|
||
Foreign currency hedges
|
2
|
|
|
7
|
|
||
Electronics operations repurchase commitment
|
—
|
|
|
50
|
|
||
Information technology separation and service obligations
|
—
|
|
|
2
|
|
||
Other
|
26
|
|
|
27
|
|
||
|
$
|
224
|
|
|
$
|
309
|
|
|
March 31
|
|
December 31
|
||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Deferred income
|
$
|
18
|
|
|
$
|
18
|
|
Product warranty and recall accruals
|
14
|
|
|
12
|
|
||
Income tax reserves
|
13
|
|
|
14
|
|
||
Non-income tax reserves
|
7
|
|
|
10
|
|
||
Other
|
14
|
|
|
15
|
|
||
|
$
|
66
|
|
|
$
|
69
|
|
|
March 31
|
|
December 31
|
||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Short-Term Debt:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
1
|
|
|
$
|
3
|
|
Short-term borrowings
|
48
|
|
|
33
|
|
||
|
$
|
49
|
|
|
$
|
36
|
|
Long-Term Debt:
|
|
|
|
||||
Term debt facility
|
$
|
347
|
|
|
$
|
346
|
|
|
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Dollars in Millions)
|
||||||||||||||
Costs Recognized in Income:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost
|
7
|
|
|
7
|
|
|
2
|
|
|
2
|
|
||||
Expected return on plan assets
|
(10
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Net pension (income) expense
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
1
|
|
|
Three Months Ended
March 31, 2017 |
||
|
(Dollars in Millions)
|
||
Beginning balance
|
$
|
35
|
|
Tax positions related to current period:
|
|
||
Additions
|
1
|
|
|
Tax positions related to prior periods:
|
|
||
Reductions
|
(18
|
)
|
|
Ending balance
|
$
|
18
|
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
Visteon
|
|
NCI
|
|
Total
|
|
Visteon
|
|
NCI
|
|
Total
|
||||||||||||
|
(Dollars in Millions)
|
||||||||||||||||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
$
|
586
|
|
|
$
|
138
|
|
|
$
|
724
|
|
|
$
|
1,057
|
|
|
$
|
142
|
|
|
$
|
1,199
|
|
Net income from continuing operations
|
55
|
|
|
4
|
|
|
59
|
|
|
32
|
|
|
4
|
|
|
36
|
|
||||||
Net income (loss) from discontinued operations
|
8
|
|
|
—
|
|
|
8
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Net income
|
63
|
|
|
4
|
|
|
67
|
|
|
19
|
|
|
4
|
|
|
23
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
18
|
|
|
1
|
|
|
19
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Unrealized hedging gain (loss)
|
4
|
|
|
—
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Total other comprehensive income (loss)
|
22
|
|
|
1
|
|
|
23
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||||
Stock-based compensation, net
|
2
|
|
|
—
|
|
|
2
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Share repurchase
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
||||||
Dividends to non-controlling interests
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Ending balance
|
$
|
548
|
|
|
$
|
132
|
|
|
$
|
680
|
|
|
$
|
586
|
|
|
$
|
146
|
|
|
$
|
732
|
|
|
March 31
|
|
December 31
|
||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Yanfeng Visteon Automotive Electronics Co., Ltd.
|
$
|
89
|
|
|
$
|
97
|
|
Shanghai Visteon Automotive Electronics, Co., Ltd.
|
41
|
|
|
39
|
|
||
Other
|
2
|
|
|
2
|
|
||
|
$
|
132
|
|
|
$
|
138
|
|
|
Three Months Ended
March 31 |
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Changes in AOCI:
|
|
|
|
||||
Beginning balance
|
$
|
(233
|
)
|
|
$
|
(190
|
)
|
Other comprehensive income (loss) before reclassification, net of tax
|
20
|
|
|
21
|
|
||
Amounts reclassified from AOCI
|
2
|
|
|
(2
|
)
|
||
Ending balance
|
$
|
(211
|
)
|
|
$
|
(171
|
)
|
Changes in AOCI by Component:
|
|
|
|||||
Foreign currency translation adjustments
|
|
|
|
||||
Beginning balance
|
$
|
(163
|
)
|
|
$
|
(159
|
)
|
Other comprehensive income before reclassification, net of tax (a)
|
19
|
|
|
29
|
|
||
Ending balance
|
(144
|
)
|
|
(130
|
)
|
||
Net investment hedge
|
|
|
|
||||
Beginning balance
|
10
|
|
|
4
|
|
||
Other comprehensive loss before reclassification, net of tax (a)
|
(1
|
)
|
|
(6
|
)
|
||
Ending balance
|
9
|
|
|
(2)
|
|
||
Benefit plans
|
|
|
|
||||
Beginning balance
|
(75
|
)
|
|
(36
|
)
|
||
Ending balance
|
(75
|
)
|
|
(36
|
)
|
||
Unrealized hedging (loss) gain
|
|
|
|
||||
Beginning balance
|
(5
|
)
|
|
1
|
|
||
Other comprehensive income (loss) before reclassification, net of tax (b)
|
2
|
|
|
(2
|
)
|
||
Amounts reclassified from AOCI
|
2
|
|
|
(2
|
)
|
||
Ending balance
|
(1
|
)
|
|
(3
|
)
|
||
Total AOCI
|
$
|
(211
|
)
|
|
$
|
(171
|
)
|
|
Three Months Ended
March 31 |
||||||
|
2017
|
|
2016
|
||||
|
(In Millions, Except Per Share Amounts)
|
||||||
Numerator:
|
|
|
|
||||
Net income from continuing operations attributable to Visteon
|
$
|
55
|
|
|
$
|
32
|
|
Income (loss) from discontinued operations, net of tax
|
8
|
|
|
(13
|
)
|
||
Net income attributable to Visteon
|
$
|
63
|
|
|
$
|
19
|
|
Denominator:
|
|
|
|
||||
Average common stock outstanding - basic
|
32.5
|
|
|
38.1
|
|
||
Dilutive effect of performance based share units and other
|
0.5
|
|
|
0.4
|
|
||
Diluted shares
|
33.0
|
|
|
38.5
|
|
||
|
|
|
|
||||
Basic and Diluted Per Share Data:
|
|
|
|
||||
Basic earnings (loss) per share attributable to Visteon:
|
|
|
|
||||
Continuing operations
|
$
|
1.69
|
|
|
$
|
0.84
|
|
Discontinued operations
|
0.25
|
|
|
(0.34
|
)
|
||
|
$
|
1.94
|
|
|
$
|
0.50
|
|
Diluted earnings (loss) per share attributable to Visteon:
|
|
|
|
||||
Continuing operations
|
$
|
1.67
|
|
|
$
|
0.83
|
|
Discontinued operations
|
0.24
|
|
|
(0.34
|
)
|
||
|
$
|
1.91
|
|
|
$
|
0.49
|
|
•
|
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
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
|
(Dollars in Millions)
|
||||||||||||||||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency risk - Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net investment hedges
|
|
(1
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Non-designated cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
Interest rate risk - Interest expense, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
1
|
|
|
$
|
(8
|
)
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Three Months Ended March 31
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Beginning balance
|
$
|
55
|
|
|
$
|
38
|
|
Accruals for products shipped
|
6
|
|
|
4
|
|
||
Changes in estimates
|
3
|
|
|
(2
|
)
|
||
Specific cause actions
|
—
|
|
|
(1
|
)
|
||
Recoverable warranty/recalls
|
—
|
|
|
1
|
|
||
Foreign currency
|
1
|
|
|
1
|
|
||
Settlements
|
(13
|
)
|
|
(3
|
)
|
||
Ending balance
|
$
|
52
|
|
|
$
|
38
|
|
|
Three Months Ended
March 31 |
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Electronics
|
$
|
810
|
|
|
$
|
793
|
|
Other
|
—
|
|
|
9
|
|
||
Total consolidated sales
|
$
|
810
|
|
|
$
|
802
|
|
|
Three Months Ended
March 31 |
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Electronics
|
$
|
101
|
|
|
$
|
94
|
|
Other
|
—
|
|
|
(5
|
)
|
||
Adjusted EBITDA
|
$
|
101
|
|
|
$
|
89
|
|
|
Three Months Ended
March 31 |
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Adjusted EBITDA
|
$
|
101
|
|
|
$
|
89
|
|
Depreciation and amortization
|
19
|
|
|
21
|
|
||
Restructuring expense
|
1
|
|
|
10
|
|
||
Interest expense, net
|
5
|
|
|
2
|
|
||
Equity in net income of non-consolidated affiliates
|
(2
|
)
|
|
—
|
|
||
Other expense, net
|
1
|
|
|
4
|
|
||
Provision for income taxes
|
16
|
|
|
13
|
|
||
(Income) loss from discontinued operations, net of tax
|
(8
|
)
|
|
13
|
|
||
Net income attributable to non-controlling interests
|
4
|
|
|
4
|
|
||
Non-cash, stock-based compensation expense
|
2
|
|
|
2
|
|
||
Other
|
—
|
|
|
1
|
|
||
Net income attributable to Visteon Corporation
|
$
|
63
|
|
|
$
|
19
|
|
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. During the first quarter of 2017, the Company won $1.5 billion in new business, representing a 25% increase when compared to the same period in 2016. The first quarter 2017 new business wins are primarily infotainment awards and include the third award of SmartCore cockpit technology. The Company's backlog, defined as cumulative remaining life of program booked sales, is approximately $16.7 billion as of March 31, 2017, or 5.4 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 in electronics content per vehicle, the Company is advancing its expertise in the areas of cockpit domain controllers, next generation safety applications, and vehicle cybersecurity. Each of these areas require careful assessments of shifting consumer needs and how these new products complement Visteon's core products.
|
•
|
Expand into 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.
|
•
|
Accelerate China Business
- The Company plans to accelerate its China business as China’s economic environment offers significant growth opportunities in sales and new technology launches. Visteon will continue to leverage joint venture relationships to drive adoption of new offerings. Approximately 39% of the Company's $16.7 billion of backlog is expected to be manufactured in Asia.
|
•
|
Enhance Shareholder Returns
- On January 10, 2017, the Company's board of directors authorized up to
$400 million
of share repurchases through March 30, 2018. On February 27, 2017, Visteon entered into an accelerated stock buyback ("ASB") program with a third-party financial institution to purchase shares of common stock for an aggregate purchase price of
$125 million
. On March 2, 2017, Visteon received an initial delivery of
1,062,022
shares of common stock using a reference price of
$94.16
. The ASB's first acceleration and scheduled termination dates are April 10, and May 8, 2017, respectively.
|
|
Three Months Ended
March 31 |
|||||||
|
2017
|
|
2016
|
|
Change
|
|||
|
(Units in Millions)
|
|||||||
Global
|
24.4
|
|
|
23.0
|
|
|
5.8
|
%
|
Asia Pacific
|
12.5
|
|
|
11.9
|
|
|
5.3
|
%
|
Europe
|
5.9
|
|
|
5.5
|
|
|
6.3
|
%
|
North America
|
4.6
|
|
|
4.5
|
|
|
2.5
|
%
|
South America
|
0.7
|
|
|
0.6
|
|
|
19.0
|
%
|
Other
|
0.7
|
|
|
0.5
|
|
|
22.3
|
%
|
Source: IHS Automotive
|
•
|
The Company recorded sales of
$810 million
for the
three
months ended
March 31, 2017
, representing an increase of
$8 million
when compared with the same period of
2016
. The increase was primarily due to favorable volumes, product mix, and net new business, partially offset by Euro and Chinese Renminbi currency impacts, customer pricing net of design changes and the exit of other climate operations in 2016.
|
•
|
Gross margin was
$131 million
or
16.2%
of sales for the
three
months ended
March 31, 2017
, compared to
$121 million
or
15.1%
of sales for the same period of
2016
. The increase was primarily attributable to favorable volumes, net new
|
•
|
Net income attributable to Visteon was
$63 million
for the
three
months ended
March 31, 2017
, compared to net income of
$19 million
for the same period of
2016
. The increase of
$44 million
includes higher income from discontinued operations of $21 million primarily resulting from the the India electronics purchase gain associated with the Climate Transaction and the exit of the interiors South America operations which were generating losses in 2016. Net income also increased as a result of improved gross margin of $5 million for electronics operations and $5 million related to the 2016 exit of climate operations, reduced selling, general and administrative expenses of $5 million, and lower restructuring expense of $9 million, partially offset by higher income taxes of $3 million.
|
•
|
Including discontinued operations, cash used by operating activities was
$10
million for the
three
months ended
March 31, 2017
, compared with a use of $58 million in the same period of
2016
. The reduction in operating cash outflow is primarily attributable to higher net income of $44 million and lower cash tax payments net of expense of $40 million, partially offset by a higher working capital use of approximately $18 million. Additionally, timing impacts related to capitalized engineering recoveries and non-consolidated subsidiary payments accounted for a net outflow of approximately $18 million.
|
•
|
Total cash was $692 million as of
March 31, 2017
, $190 million lower than $882 million as of
December 31, 2016
, primarily attributable to share repurchases of $125 million and the repurchase of the India electronics operations sold in connection with the Climate Transaction of $47 million.
|
|
Three Months Ended March 31
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Sales
|
$
|
810
|
|
|
$
|
802
|
|
|
$
|
8
|
|
Cost of sales
|
679
|
|
|
681
|
|
|
(2
|
)
|
|||
Gross margin
|
131
|
|
|
121
|
|
|
10
|
|
|||
Selling, general and administrative expenses
|
51
|
|
|
56
|
|
|
(5
|
)
|
|||
Restructuring expense
|
1
|
|
|
10
|
|
|
(9
|
)
|
|||
Interest expense, net
|
5
|
|
|
2
|
|
|
3
|
|
|||
Equity in net income of non-consolidated affiliates
|
2
|
|
|
—
|
|
|
2
|
|
|||
Other expense, net
|
1
|
|
|
4
|
|
|
(3
|
)
|
|||
Provision for income taxes
|
16
|
|
|
13
|
|
|
3
|
|
|||
Net income from continuing operations
|
59
|
|
|
36
|
|
|
23
|
|
|||
Income (loss) from discontinued operations
|
8
|
|
|
(13
|
)
|
|
21
|
|
|||
Net income
|
67
|
|
|
23
|
|
|
44
|
|
|||
Net income attributable to non-controlling interests
|
4
|
|
|
4
|
|
|
—
|
|
|||
Net income attributable to Visteon Corporation
|
$
|
63
|
|
|
$
|
19
|
|
|
$
|
44
|
|
Adjusted EBITDA*
|
$
|
101
|
|
|
$
|
89
|
|
|
$
|
12
|
|
|
|
|
|
|
|
||||||
*
Adjusted EBITDA is a Non-GAAP financial measure, as further discussed
below.
|
|
Three Months Ended
March 31 |
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in Millions)
|
||||||
Transformation initiatives
|
$
|
—
|
|
|
$
|
3
|
|
Transaction exchange loss
|
—
|
|
|
1
|
|
||
Loss on non-consolidated affiliate transaction
|
1
|
|
|
—
|
|
||
|
$
|
1
|
|
|
$
|
4
|
|
|
Three Months Ended March 31
|
||||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
|
(Dollars in Millions)
|
||||||||||
Adjusted EBITDA
|
$
|
101
|
|
|
$
|
89
|
|
|
$
|
12
|
|
Depreciation and amortization
|
19
|
|
|
21
|
|
|
(2
|
)
|
|||
Restructuring expense
|
1
|
|
|
10
|
|
|
(9
|
)
|
|||
Interest expense, net
|
5
|
|
|
2
|
|
|
3
|
|
|||
Equity in net income of non-consolidated affiliates
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Other expense, net
|
1
|
|
|
4
|
|
|
(3
|
)
|
|||
Provision for income taxes
|
16
|
|
|
13
|
|
|
3
|
|
|||
(Income) loss from discontinued operations, net of tax
|
(8
|
)
|
|
13
|
|
|
(21
|
)
|
|||
Net income attributable to non-controlling interests
|
4
|
|
|
4
|
|
|
—
|
|
|||
Non-cash, stock-based compensation expense
|
2
|
|
|
2
|
|
|
—
|
|
|||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Net income attributable to Visteon Corporation
|
$
|
63
|
|
|
$
|
19
|
|
|
$
|
44
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
Three months ended March 31, 2016
|
$
|
793
|
|
|
$
|
9
|
|
|
$
|
802
|
|
Volume, mix, and net new business
|
46
|
|
|
—
|
|
|
46
|
|
|||
Currency
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Customer pricing and other
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||
Exit and wind-down
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||
Three months ended March 31, 2017
|
$
|
810
|
|
|
$
|
—
|
|
|
$
|
810
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
Three months ended March 31, 2016
|
$
|
667
|
|
|
$
|
14
|
|
|
$
|
681
|
|
Currency
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Volume, mix, and net new business
|
41
|
|
|
—
|
|
|
41
|
|
|||
Exit and wind-down
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|||
Net cost performance
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||
Three months ended March 31, 2017
|
$
|
679
|
|
|
$
|
—
|
|
|
$
|
679
|
|
|
Electronics
|
|
Other
|
|
Total
|
||||||
|
(Dollars in Millions)
|
||||||||||
Three months ended March 31, 2016
|
$
|
94
|
|
|
$
|
(5
|
)
|
|
$
|
89
|
|
Volume, mix, and net new business
|
5
|
|
|
—
|
|
|
5
|
|
|||
Currency
|
2
|
|
|
—
|
|
|
2
|
|
|||
Exit and wind-down
|
—
|
|
|
5
|
|
|
5
|
|
|||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Three months ended March 31, 2017
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
101
|
|
•
|
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 our vendor's 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 (3) (in millions)
|
||
Jan. 1, 2017 to Mar. 31, 2017
|
1,072,238
|
|
|
$94.15
|
|
1,062,022
|
|
|
$275
|
Total
|
1,072,238
|
|
|
$94.15
|
|
1,062,022
|
|
|
$275
|
(1)
|
Includes shares surrendered to the Company by employees to satisfy tax withholding obligations in connection with the vesting of restricted share and stock unit awards made pursuant to the Visteon Corporation 2010 Incentive Plan.
|
(2)
|
On February 27, 2017, the Company entered into an ASB program with a third-party financial institution to purchase shares of common stock for an aggregate purchase price of
$125 million
. On March 2, 2017 the Company received an initial delivery of
1,062,022
. Approximately an additional 300,000 shares are expected to be received upon completion of this program, no later than May 8, 2017.
|
(3)
|
On January 10, 2017, the Company's board of directors authorized $400 million of share repurchase of its shares of common stock through March 30, 2018. The Company anticipates that additional repurchases of common stock, if any, would occur from time to time in open market transactions or in privately negotiated transactions depending on market and economic conditions, share price, trading volume, alternative uses of capital and other factors.
|
Item 6.
|
Exhibits
|
|
VISTEON CORPORATION
|
|
|
|
|
|
By:
|
/s/ Stephanie S. Marianos
|
|
|
Stephanie S. Marianos
|
|
|
Vice President and Chief Accounting Officer
|
Exhibit No.
|
|
Description
|
10.1
|
|
Amendment No. 2, dated as of March 24, 2017, to Credit Agreement, dated as of April 9, 2014 (as amended by the Waiver and Amendment No. 1 to Credit Agreement, dated as of March 25, 2015), by and among Visteon Corporation, each lender from time to time party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Visteon Corporation filed on March 27, 2015).
|
10.2
|
|
Form of Performance Stock Unit Grant Agreement (2017) under the Visteon Corporation 2010 Incentive Plan.*
|
10.3
|
|
Amendment, dated as of February 3, 2017, to the Visteon Corporation Supplemental Executive Retirement Plan, as amended through February 3, 2017.*
|
10.4
|
|
2010 Visteon Executive Severance Plan, as amended and restated as of February 3, 2017.*
|
10.5
|
|
Schedule identifying substantially identical agreements to Officer Change in Control Agreements hereunto entered into with Messrs. Garcia, Bilolikar, Cole, Fitzgerald, Pynnonen, Schupfner, Vallance and Robertson.*
|
31.1
|
|
Rule 13a-14(a) Certification of Chief Executive Officer dated April 27, 2017.
|
31.2
|
|
Rule 13a-14(a) Certification of Executive Vice President, Chief Financial Officer dated April 27, 2017.
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer dated April 27, 2017.
|
32.2
|
|
Section 1350 Certification of Executive Vice President, Chief Financial Officer dated April 27, 2017.
|
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 |
---|