Visteon, Ford Sign Definitive Agreements for New Business Arrangement; Anticipate Completing Transaction Oct. 1

Sep 13, 2005, 01:00 ET from Visteon Corporation

    VAN BUREN TOWNSHIP, Mich., Sept. 13 /PRNewswire-FirstCall/ -. Visteon
 Corporation (NYSE:   VC) announced today that it has signed definitive
 agreements with Ford Motor Company, outlining terms and conditions of a new
 business arrangement announced by the two companies on May 25, 2005.  Visteon
 and Ford anticipate closing the transaction on Oct. 1.
     (Logo: )
     The definitive agreements are closely aligned with the memorandum of
 understanding (MOU) announced by Visteon and Ford on May 25, covering
 significant structural changes to Visteon's North American manufacturing
 operations, including the transfer of 23 facilities to a Ford-managed legal
 entity, Automotive Components Holdings, LLC.  The transaction will increase
 Visteon's competitiveness by streamlining and improving the cost structure of
 its North American operations.
     "This is an important step on our path to creating a more competitive
 North American structure, a more diversified customer portfolio and a balanced
 global footprint to ensure we are a profitable, globally competitive
 supplier," said Visteon Chairman and Chief Executive Officer Mike Johnston.
 "As we move closer to completing this transaction, we are progressing with
 plans for significant additional restructuring actions over the next several
 years to achieve our goal of being a winning automotive supplier.  Throughout
 this transition, we remain focused on providing our customers with high-
 quality products and services."
     Visteon will create a new organization focused on supporting the
 operations of Automotive Components Holdings in areas such as manufacturing,
 customer support, product development, materials management/purchasing,
 quality, finance, human resources, information technology and facilities
     Jim Palmer, Visteon executive vice president and chief financial officer,
 said Visteon and Ford have worked diligently to define how Visteon will
 support Automotive Components Holdings after the transaction is completed.
 "We anticipate that approximately 5,000 salaried Visteon employees in North
 America will support Automotive Components Holdings, which will reimburse
 Visteon for the cost of these employees," Palmer said.  "Our focus throughout
 this process has been to ensure that the mutual goals of Visteon and
 Automotive Components Holdings are achieved."
     The agreements will reshape Visteon from a company that had $18.7 billion
 in revenue in 2004 to a leaner, more competitive $11.4 billion organization,
 based on estimated 2005 pro forma revenue.  Visteon will focus its engineering
 and capital resources on products that have been generating significant new
 business with major vehicle manufacturers .- interiors, climate control and
 electronics, including lighting.  Visteon has significant global scale in
 these products and intends to strengthen its position through a more focused
 investment in capital, people and technology.
     When the transaction is completed, the plants and facilities that Visteon
 will transfer to Automotive Components Holdings include 13 facilities in
 Michigan; two each in Ohio and Tennessee; one each in Indiana, Missouri and
 Oklahoma; and three in Mexico.  (See attached list.)
     Visteon expects to recognize a significant gain related to the closing of
 the transaction, primarily associated with the relief of liabilities
 pertaining to the new business arrangement.  This gain is expected to be well
 in excess of the $1.1 billion non-cash charge related to the transaction that
 Visteon reported for the second quarter 2005.
     Visteon and Ford have received U.S. anti-trust and union approvals for the
     Visteon Corporation is a leading full-service supplier that delivers
 consumer-driven technology solutions to automotive manufacturers worldwide and
 through multiple channels including the global automotive aftermarket. Visteon
 has about 70,000 employees and a global delivery system of more than 200
 technical, manufacturing, sales and service facilities located in 24
     This press release contains "forward-looking statements" within the
 meaning of the Private Securities Litigation Reform Act of 1995. Forward-
 looking statements are not guarantees of future results and conditions but
 rather are subject to various factors, risks and uncertainties that could
 cause our actual results to differ materially from those expressed in these
 forward-looking statements, including the automotive vehicle production
 volumes and schedules of our customers, and in particular Ford's North
 American vehicle production volumes; our ability to close the transactions
 that are contemplated in the agreements with Ford; implementing structural
 changes that result from the closing of the transactions contemplated by the
 Ford agreements in order to achieve a competitive and sustained business; our
 ability to satisfy our future capital and liquidity requirements and comply
 with the terms of our credit agreements; the results of the investigation
 being conducted by Visteon's Audit Committee and the company's inability to
 make timely filings with the SEC; the financial distress of our suppliers; our
 successful execution of internal performance plans and other cost-reduction
 and productivity efforts; charges resulting from restructurings, employee
 reductions, acquisitions or dispositions; our ability to offset or recover
 significant material surcharges; the effect of pension and other post-
 employment benefit obligations; as well as those factors identified in our
 filings with the SEC (including our Annual Report on Form 10-K for the year-
 ended December 31, 2004). We assume no obligation to update these forward-
 looking statements.
     Upon completion of the Ford transaction, Visteon will transfer the
 following facilities (in alphabetical order by location):
     Other facilities-6
     Autovidrio Plant - Mexico (glass)
     Chesterfield Plant - Chesterfield Twp, Mich. (seating foam)
     El Jarudo Plant - Mexico (powertrain)
     Indianapolis Plant - Indianapolis, Ind. (steering components)
     Kansas City Plant - Kansas City, Mo. (IP/lamp final assembly & sequencing)
     Lamosa Plant I & II - Mexico (chassis)
     Milan Plant-Milan, Mich. (powertrain)
     Monroe Plant-Monroe, Mich. (chassis)
     Nashville Glass Plant - Nashville, Tenn. (glass)
     Rawsonville Plant - Ypsilanti, Mich. (powertrain)
     Saline Plant - Saline, Mich. (interiors)
     Sandusky Plant - Sandusky, Ohio (lighting/air induction/fuel vapor
     Sheldon Road Plant - Plymouth, Mich. (climate)
     Sterling Plant - Sterling Heights, Mich. (chassis)
     Tulsa Glass Plant - Tulsa, Okla. (glass)
     Utica Plant - Shelby Twp, Mich. (interiors, exteriors)
     Ypsilanti Plant - Ypsilanti, Mich. (chassis)
     Research, Testing and other facilities
     Bellevue Facility - Bellevue, Ohio (aftermarket parts & distribution)
     Carlite Warehouse - Lebanon, Tenn. (glass distribution center)
     Commerce Park South - Bldg D-Dearborn, Mich. (chassis engineering/glass
     Glass Systems Main Office - Allen Park, Mich. (glass)
     Product Assurance Center - Dearborn, Mich. (research & development,
     Technical Center - Dearborn, Mich. (research & product development,

SOURCE Visteon Corporation