8-K

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) June 28, 2013

VISTEON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-15827	38-3519512
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Village Center Drive, Van Buren Township, Michigan		48111
(Address of principal executive offices)		(Zip Code)

Registrant’s 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:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

Item 2.02. Results of Operations and Financial Condition.

On June 28, 2013 and pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Visteon Corporation (the “Company”) filed an amended Annual Report on Form 10-K/A to include in its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 certain consolidated financial statements and related notes of Yanfeng Visteon Automotive Trim Systems Company Limited, an unconsolidated joint venture incorporated in the Peoples Republic of China in which the Company owns a 50% interest (“YFV”). In connection with such amended report, the Company is making available to investors and security analysts certain supplemental financial information attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Ac, 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.

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.

Exhibit No.	Description
99.1	Supplemental financial information of the Company relating to YFV.

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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.

	VISTEON CORPORATION
Date: June 28, 2013	By:	/s/ Michael J. Widgren
		Michael J. Widgren
		Vice President, Corporate Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Description	Page
99.1	Supplemental financial information of Visteon Corporation relating to Yanfeng Visteon Automotive Trim Systems Company Limited.

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EX-99.1

Yanfeng 3-09 Financial Statements

June 28, 2013

Exhibit 99.1

Yanfeng Visteon

Electronics

Interiors

Our Family

of Businesses

Page 2

Overview

Rule 3-09 requires separate financial statements be filed for significant subsidiaries

that meet certain conditions as set forth by the SEC

YFV meets these conditions and Visteon filed separate YFV financial statements for

historical periods on June 28, 2013 on a Form 10-K/A (amended 2012 annual filing)

IFRS basis; initial adoption January 1, 2011

Presented full-year 2011 and 2012

The

separate

financial

statements

include

the

following

items

in

RMB

under

IFRS:

Statement of Income, including revenue, gross profit and net profit

Statement of Financial Position with typical balance sheet categories

Statement of Shareholders’

Equity

Statement of Cash Flows

Notes to Financial Statements

YFV Rule 3-09 Separate Statements

YFV Financial Statements Required on Annual Basis Only

Page 3

YFV Structure

•

The financials in the 3-09

financial statements relate to

the 50% / 50% JV between

Visteon and HASCO (SAIC)

•

The 3-09 financial statements

exclude Visteon’s direct

interests in Yanfeng affiliates

(i.e. Dongfeng, Halol India,

Jinqiao, Tooling, Toppower

YFV Electronics)

50%

50%

YFV

Beijing

2002

75%

YFV

Tooling

2006

50%

Dongfeng

Visteon

(1)

2003

40%

YFV    

Jinqiao

2004

75%

60%

2002

50.1%

2004

YF Key

Safety

50.05%

2007

YFV

Hefei

2007

80%

YFV

Jiqiang

2008

51%

YFV

Nanjing

2010

80%

YFV

NJ FEM

2010

51%

YFV

Zhejiang

2011

60%

50.01%

YFJCI

Seating

1997

YFV

Chongqing

2001

99%

YFV

Halol India

2011

50%

20%

12.5%

25%

50%

Toppower

58.44%

YFV

Electronics

(1) Visteon interest sold in June 2013.

40%

Represent Visteon direct interests in YFV affiliates (these direct interests are not included in YFV consolidated results)

YFPO

Exterior

Interiors Operations

29.092%

Page 4

YFV 3-09 Financial Highlights (2011-2012)

Under IFRS, YFV Generated     39.8 Billion in Sales in 2012 and

1.6 Billion in Profit

Note: See Visteon Corporation’s amended Annual Report on Form 10-K/A for additional information.

Page 5

YFV Balance Sheet (December 31, 2012)

Note: Assumes exchange rate of 6.31 RMB / USD.

Note: See Visteon Corporation’s amended Annual Report on Form 10-K/A for additional information.

Page 6

Walk to Visteon Reported 10-K Financials (FY 2012)

As Reported in Visteon’s 2012 Financial Statements,

YFV Earned $369 Million in Net Income Including $126 Million Non-Cash Gain

Gross

Net

Currency

Revenue

Margin

Income

IFRS

RMB

39,772

6,242

2,602

Less: Non-controlling interests

(1,049)

Equity holders of the parent

1,553

Exchange rate assumption

6.31

6.31

6.31

Translation

USD

$6,303

$989

$246

Reconciling Differences:

Classification

USD

(14)

(13)

-

Affiliate

Consolidation

(b)

USD

(1,119)

(192)

126

Timing / Other

USD

1

(2)

(3)

Visteon 2012 10-K Financial Statements

$5,171

$782

$369

(In Millions)

(a)

a)

Classification differences between U.S. GAAP and IFRS. 

b)

Affiliate Consolidation for U.S. GAAP purposes effective June 2012, resulting in non-cash gain of $126 million. 

Page 7

Reconciliation to Visteon Reported Equity Income (FY 2012)

Visteon

Recognized

$211

Million

in

2012

Equity

Income

Related

to

YFV

and

Affiliates

Visteon Equity

(USD in millions)

Net Income

Income

   Total Yanfeng Visteon

$369

$181

Visteon Direct Interests in Yanfeng Affiliates

30

   Total Yanfeng and Affiliates

$211

Other Visteon Non-Consolidated Affiliates

15

   Total Equity Income to Visteon

$226

Page 8

YFV 2012 EBITDA

Visteon’s 50% Share of YFV’s 2012 EBITDA Translates Into $210 Million

Note:

All financial information included in the 3-09 financial statements relates to YFV Consolidated only.  Visteon’s direct stakes in

Yanfeng affiliates are not considered for this reporting.