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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) August 3,
2007
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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 8 OTHER EVENTS
Item 8.01. Other Events.
Visteon Corporation (the Company) is filing this Current Report on Form 8-K for the purpose
of incorporating the contents of this Report in the Registration Statement on Form S-8 that the
Company intends to file to register the offering of securities under its 2004 Incentive Plan.
As previously disclosed in the Companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 2007, filed with the Commission on May 9, 2007, during the first quarter of 2007 the
Company assigned the overall management responsibility for certain of its South American
manufacturing operations previously included in the Companys Other operating segment to the
Companys other existing operating segments of Climate, Interiors and Electronics. In connection
with this revised segment presentation, the Company is updating the following information that
appeared in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006:
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Consent of Independent Registered Public Accounting Firm, attached as Exhibit 23.1
to this report and incorporated herein by reference; |
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Part II, Item 7: Managements Discussion and Analysis of Financial Condition and
Results of Operations, attached as Exhibit 99.1 to this report and incorporated herein
by reference; and |
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Consolidated Financial Statements of the Company and Notes thereto, included in Part
II, Item 8, attached as Exhibit 99.2 to this report and incorporated herein by
reference. |
The information included in and with this Current Report on Form 8-K is presented for
information purposes only in connection with the above-described segment reporting change. There
is no change to the Companys previously reported consolidated net operating results, financial
condition or cash flows. This Current Report on Form 8-K does not reflect events occurring after
February 28, 2007, the date the Company filed its Annual Report on Form 10-K for the year ended
December 31, 2006, and does not modify or update the disclosures therein in any way, other than as
required to reflect the change in segments as described above and set forth in Exhibits 99.1 to
99.2 attached hereto. For information on developments regarding the Company since the filing of
the Form 10-K, please refer to the Companys reports filed with the SEC, including the Companys
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007 and the Companys
Current Report on Form 8-K dated August 1, 2007.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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23.1 |
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Consent of Independent Registered Certified Public Accounting firm. |
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99.1 |
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Part II, Item 7 of the Companys Annual Report on Form 10-K for the year ended December 31,
2006: Managements Discussion and Analysis of Financial Condition and Results of Operations,
revised only to reflect segment reporting change. |
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99.2 |
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Consolidated Financial Statements of the Company and Notes thereto, included in Part II, Item
8 of the Companys Annual Report on Form 10-K for the year ended December 31, 2006, revised
only to reflect segment reporting change (included with the Consolidated Financial Statements
is the Report of the Independent Registered Public Accounting firm dated February 28, 2007,
except with respect to their opinion on the Companys Consolidated Financial Statements as it
relates to the effects of the changes in segments discussed in Note 20, as to which the date
is August 3, 2007). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VISTEON CORPORATION
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Date: August 3, 2007 |
By: |
/s/ Michael J. Widgren
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Michael J. Widgren |
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Vice President, Corporate Controller
and Chief Accounting Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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23.1 |
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Consent of Independent
Registered Certified
Public Accounting firm.
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99.1 |
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Part II, Item 7 of Visteon
Corporations Annual
Report on Form 10-K for
the year ended December
31, 2006: Managements
Discussion and Analysis of
Financial Condition and
Results of Operations,
revised only to reflect
segment reporting change. |
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99.2 |
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Consolidated Financial
Statements of Visteon
Corporation and Notes
thereto, included in Part
II, Item 8 of Visteon
Corporations Annual
Report on Form 10-K for
the year ended December
31, 2006, revised only to
reflect segment reporting
change (included with the
Consolidated Financial
Statements is the Report
of the Independent
Registered Public
Accounting firm dated
February 28, 2007, except
with respect to their
opinion on Visteon
Corporations Consolidated
Financial Statements as it
relates to the effects of
the changes in segments
discussed in Note 20, as
to which the date is
August 3, 2007). |
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