UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 10, 2006
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-15827
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38-3519512 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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One Village Center Drive, Van Buren Township, Michigan
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48111 |
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(Address of principal executive offices)
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(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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EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K/A amends the Current Report on Form 8-K
filed by Visteon Corporation (the Company) on January 11, 2006 (the Original Form 8-K) to
provide updated disclosures regarding the Companys three-year restructuring and improvement plan
as described in the Original Form 8-K. This Amendment No. 1 also furnishes information regarding
the Companys financial results for fourth quarter and fiscal year 2005.
SECTION 2 FINANCIAL INFORMATION
Item 2.02. Results of Operations and Financial Condition.
On February 10, 2006, the Company issued a press release regarding its financial results for
fourth quarter and fiscal year 2005. A copy of the press release is attached hereto as Exhibit
99.1 and is 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.
As discussed in the Original Form 8-K, the Company previously announced the commencement of a
three-year improvement plan that involves the restructuring of up to 23 underperforming and/or
non-strategic plants.
During the fourth quarter of 2005 the Company recorded $28 million of severance and other
restructuring costs related to this three-year improvement plan, which will be settled in cash. The
Company is expecting to be reimbursed for these costs from the restructuring escrow account funded
by Ford Motor Company on October 1, 2005.
The Company currently estimates that the cumulative costs associated with this three-year
improvement plan will be approximately $650 million, of which approximately $100 million is
expected to be non-cash costs. This estimate has been reduced from the Companys previous estimate
as provided in the Original Form 8-K to reflect the reduced value of assets associated with certain
plants that have been impaired as described in Item 2.06 below. However, the 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
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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.
During the fourth quarter of 2005, the Company recorded a non-cash impairment charge of $335
million to adjust certain lived long-lived assets to their estimated fair values in accordance with
Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. A significant amount of this impairment charge relates to product lines
manufactured at facilities that are subject to the Companys three-year improvement plan discussed
above in Item 2.05.
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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Press release dated February 10, 2006. |