UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 11, 2006
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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1-15827
(Commission File Number)
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38-3519512
(IRS Employer Identification No.) |
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One Village Center Drive, Van Buren Township, Michigan
(Address of principal executive offices)
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48111
(Zip Code) |
Registrants telephone number, including area code (800)-VISTEON
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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TABLE OF CONTENTS
SECTION 2 FINANCIAL INFORMATION
Item 2.02. Results of Operations and Financial Condition.
Several senior executives of Visteon Corporation (the Company) are expected to make a
presentation on January 11, 2006 to investors and security analysts at the Automotive Analysts of
New York 2006 Detroit Automotive Conference in Dearborn, Mich., which will include a discussion of
the Companys strategy and financial outlook, including an estimate of its financial results for
fiscal year 2005. In connection with such presentation, the Company is making available the
presentation slides attached hereto as Exhibit 99.1, which are incorporated herein by reference.
The information contained in Exhibit 99.1 shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On January 11, 2006, the Company announced a three-year improvement plan that involves the
restructuring of certain underperforming and non-strategic plants and businesses to improve
operating performance and other cost reductions efforts. This plan is expected to affect up to 23
facilities.
The Company anticipates incurring costs related to this restructuring plan in the
fourth quarter of 2005 and future periods. Costs likely to be incurred are generally expected to include
severance and benefits costs, contract termination costs, production transfer costs and impairment
of the facilities and equipment involved. Cumulative costs associated with this restructuring plan
are currently estimated to be approximately $800 million, of
which approximately $250 million is expected to be non-cash costs and
approximately $400 million is expected to be reimbursable
under the escrow agreement with Ford Motor Company. However, the precise timing and amount
of these costs are likely to change as the details of the plan are finalized over the plan period.
Statements contained in this report, which are not historical fact, constitute
Forward-Looking Statements. Actual results may differ materially due to numerous important
factors that are described in the Companys most recent report to the SEC on Form 10-Q, which may
be revised or supplemented in subsequent reports to the SEC on Forms 10-K and 8-K. The Company
does not intend or assume any obligation to update any forward-looking statement.
Item 2.06. Material Impairments.
The information set forth under Item 2.05 above relating to impairment charges is incorporated
herein by reference.
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SECTION 7 REGULATION FD
Item 7.01. Regulation FD Disclosure.
See Item 2.02. Results of Operations and Financial Condition above.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Description |
99.1
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Presentation slides from the Companys webcast presentation at the Automotive Analysts of New
York 2006 Detroit Automotive Conference to be held on January 11, 2006. |