- Current report filing (8-K)
05 August 2011 - 7:00AM
Edgar (US Regulatory)
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 4, 2011
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)
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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 8 OTHER EVENTS
Item 8.01. Other Events.
As previously disclosed in the Quarterly Report on Form 10-Q for the quarter ended March 31,
2011 (filed with the Securities and Exchange Commission on May 5, 2011) and the Quarterly Report on
Form 10-Q for the quarter ended June 30, 2011 (filed with the Securities and Exchange Commission on
August 4, 2011) Visteon Corporation (the Company) announced a new operating structure for use in
managing its businesses based on specific global product lines rather than broad global product
groups. During the second quarter of 2011 the Company completed the process of realigning systems
and reporting structures to facilitate financial reporting under the revised organizational
structure.
Under the historical global product group reporting, the results of each of the Companys
facilities were grouped for reporting purposes into segments based on the predominant product line
offering of the respective facility. The Companys former global product groups were Climate,
Interiors and Electronics, which included lighting products. The Companys new global product
lines are Climate, Electronics, Interiors and Lighting.
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,
2010:
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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 I, Item 1: Business, attached as Exhibit 99.1 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 99.2 to this report and incorporated herein
by reference;
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Consolidated Financial Statements of the Company and Notes thereto, included in Part
II, Item 8, attached as Exhibit 99.3 to this report and incorporated herein by
reference; and
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Part IV, Item 15: Financial Statement Schedule, attached as Exhibit 99.4 to this
report and incorporated herein by reference.
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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
March 9, 2011, the date the Company filed its Annual Report on Form 10-K for the year ended
December 31, 2010, 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
99.4 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 Reports on Form 10-Q for the quarterly periods ended
March 31, 2011 and June 30, 2011and the Companys Current Reports on Form 8-K dated June 13,
2011 and May 12, 2011.
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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 Public Accounting Firm.
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99.1
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Part I, Item 1 of the Companys Annual Report on Form 10-K for the year ended December 31,
2010: Business, revised only to reflect segment reporting change.
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99.2
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Part II, Item 7 of the Companys Annual Report on Form 10-K for the year ended December 31,
2010: Managements Discussion and Analysis of Financial Condition and Results of Operations,
revised only to reflect segment reporting change.
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99.3
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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, 2010, revised
only to reflect segment reporting change (included with the Consolidated Financial Statements
is the Report of the Independent Registered Public Accounting Firm dated March 9, 2011, except
with respect to its opinion on the Companys Consolidated Financial Statements as it relates
to the effects of the changes in segments discussed in Note 23, as to which the date is August
4, 2011).
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99.4
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Part IV, Item 15 of the Companys Annual Report on Form 10-K for the year ended December 31,
2010: Financial Statement Schedule, revised only to reflect segment reporting change.
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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 4, 2011
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By:
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/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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Page
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23.1
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Consent of Independent
Registered Public
Accounting Firm.
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99.1
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Part I, Item 1 of Visteon
Corporations Annual
Report on Form 10-K for
the year ended December
31, 2010: Business,
revised only to reflect
segment reporting change.
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99.2
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Part II, Item 7 of Visteon
Corporations Annual
Report on Form 10-K for
the year ended December
31, 2010: Managements
Discussion and Analysis of
Financial Condition and
Results of Operations,
revised only to reflect
segment reporting change.
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99.3
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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, 2010, revised only to
reflect segment reporting
change (included with the
Consolidated Financial
Statements is the Report
of the Independent
Registered Public
Accounting Firm dated
March 9, 2011, except with
respect to its opinion on
Visteon Corporations
Consolidated Financial
Statements as it relates
to the effects of the
changes in segments
discussed in Note 23, as
to which the date is
August 4, 2011).
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99.4
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Part IV, Item 15 of
Visteon Corporations
Annual Report on Form 10-K
for the year ended
December 31, 2010: Financial Statement
Schedule, revised only to
reflect segment reporting
change.
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