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                       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 January 19, 2001
                        (Date of earliest event reported)


                               VISTEON CORPORATION
             (Exact name of registrant as specified in its charter)

                                                                                  
        Delaware                                        1-15827                                                38-3519512
        --------                                        -------                                                ----------
(State or other jurisdiction of incorporation)       (Commission File Number)           (IRS Employer Identification No.)


 5500 Auto Club Drive, Dearborn, Michigan                                                                   48126
- ------------------------------------------                                                                -----------
 (Address of principal executive offices)                                                                 (Zip Code)
Registrant's telephone number, including area code (800)-VISTEON ------------- 2 -2- ITEM 5. OTHER EVENTS. On January 19, 2001, we issued a press release concerning our fourth quarter and fiscal year 2000 results. The press release, filed as Exhibit 20 to this Current Report on Form 8-K, is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Description - ----------- ----------- 20 Press release dated January 19, 2001 3 -3- 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: January 19, 2001 By: /s/ Stacy L. Fox -------------------------------- Stacy L. Fox Senior Vice President, General Counsel and Secretary 4 -4- EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- Exhibit 20 Press Release dated January 19, 2001
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                                                                      EXHIBIT 20

 Contacts:                                                Media Inquiries:
              Liane Smyth                                 Visteon Corporation
              313-755-2916                                Public Affairs
              lsmyth1@visteon.com                         5500 Auto Club Drive
                                                          Dearborn MI 48126
              Investor Inquiries:                         Facsimile 313-755-7983
              Kent Niederhofer
              313-755-3699
              kniederh@visteon.com

                                                                  [VISTEON LOGO]

FOR IMMEDIATE RELEASE

VISTEON CORPORATION ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2000 RESULTS

DEARBORN, Mich., Jan. 19, 2001 - Visteon Corporation (NYSE: VC) today announced
that it earned $270 million, or $2.08 per share in 2000. This compares with
earnings of $735 million in 1999. Full year revenue in 2000 was $19.5 billion,
up 1 percent compared with 1999; after-tax return on sales was 1.5 percent.

The earnings decline compared with 1999 was more than accounted for by the
effects of a one-time price realignment of 5 percent that resulted from
Visteon's separation from Ford Motor Company, other independence-related costs,
and a non-cash impairment charge related to Visteon's Glass business. Visteon's
full year 2000 earnings, excluding the Glass impairment charge, were up $127
million from 1999 pro forma results, which are adjusted for the one-time price
realignment and independence costs.

In fourth quarter 2000, Visteon incurred a loss of $87 million. This included
the Glass impairment charge of $138 million, and a gain of about $20 million on
the sale of Visteon's interest in Conix. In the fourth quarter of 1999, Visteon
earned $95 million. Revenue for fourth quarter 2000 was $4.5 billion.

Despite deteriorating industry volume in the second half of 2000, Visteon ended
the year in a strong financial position. Cash and marketable securities totaled
almost $1.5 billion at year-end and the company met the operating milestones it


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established in January 2000 with respect to earnings, new business, cost
reduction, operating cash flow, and quality.

"We've achieved all our milestones and ended the year with a very strong balance
sheet," said Visteon Chairman and Chief Executive Officer Peter J. Pestillo. "We
have instituted structure and cost initiatives that should significantly
increase our ability to win new business and strengthen profitability going
forward."

Milestones Visteon achieved in 2000 included:

EARNINGS
Excluding the one-time Glass impairment charge, Visteon's 2000 earnings were
$408 million, up 45 percent compared with 1999 pro forma levels. Our milestone
was to improve by 35 percent before any major unusual factors.
NEW BUSINESS
Visteon exceeded its milestone of securing $2.5 billion in new business in 2000.
The company won a record $2.6 billion in annual new business from customers
including Ford, General Motors, PSA, Hyundai, Volkswagen, DaimlerChrysler,
Renault, and Honda, and Fiat. Of that new business, 37 percent was non-Ford and
31 percent was outside of North America.
COST REDUCTION
Visteon ended the year with total cost savings of $590 million in 2000, which
exceeded the milestone by $140 million. This performance reflected a strong
year-to-year improvement in the fourth quarter.
OPERATING CASH FLOW
Visteon's operating cash flow adjusted for acquisitions, dividends, and
independence actions totaled $225 million last year. This exceeded Visteon's
milestone, which was to achieve a positive cash flow in 2000.
QUALITY
Data through October 2000 indicates Visteon has improved year-to-date quality by
63 percent. Based on this, the company is confident it will exceed its milestone
of 30 percent improvement when year-end data becomes available. To accelerate
further progress, the company already has more than 100 employees working toward
certification as Six-Sigma Black Belts to work on projects that will help
increase customer satisfaction and reduce defects and costs.

New products included Visteon's in-car computing platform (ICES), Driver Vision
at Night, Reconfigurable Projected Image Display (RPID), MACH(R) MP3 music
system, the next generation NavMate(R) with enhancements in mobile route
guidance technology, and the first factory-installed DVD Rear Seat Entertainment
system, which will be featured on three new GM mid-sized SUVs. Visteon has more
than two-dozen partnerships, teaming with some of the world's leading consumer
and technology companies. Recently announced partnerships include Microsoft,
Agere, Raytheon, and Kayaba.

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Visteon Corporation is a leading full-service supplier that delivers
consumer-driven technology solutions to automotive manufacturers worldwide and
through multiple channels within the global automotive aftermarket. Visteon has
a global delivery system of more than 130 technical, manufacturing, sales, and
service facilities located in 23 countries. It has 81,000 employees working in
three business segments: Dynamics and Energy Conversion; Comfort, Communication
and Safety; and Glass.

This press release may contain forward-looking statements made pursuant to 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 risks and uncertainties, some of which are and will be identified as
"the Risk Factors" in Visteon's SEC filings. See "Risk Factors" section of
Visteon's prospectus dated June 13, 2000 as filed with the SEC on June 14, 2000.
Should any risks and uncertainties develop into actual events, these
developments could have material adverse effects on Visteon's business,
financial condition and results of operations.
                                       ###

      Visteon news releases, photographs and product specification details
                        are available at www.visteon.com




















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                      VISTEON CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENT OF INCOME

FOR THE YEARS ENDED DECEMBER 31, ---------------------------------- 2000 1999 1998 ---- ---- ---- (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) SALES Ford and affiliates $16,448 $17,105 $16,350 Other customers 3,019 2,261 1,412 ------- ------- ------- Total sales 19,467 19,366 17,762 COSTS AND EXPENSES Costs of sales 18,025 17,503 15,969 Selling, administrative and other expenses 781 674 659 Asset impairment charge 220 - - ------- ------- ------- Total costs and expenses 19,026 18,177 16,628 OPERATING INCOME 441 1,189 1,134 Interest income 109 79 38 Interest expense 167 143 82 ------- ------- ------- Net interest expense (58) (64) (44) Equity in net income of affiliated companies 56 47 26 ------- ------- ------- INCOME BEFORE INCOME TAXES 439 1,172 1,116 Provision for income taxes 143 422 416 ------- ------- ------- INCOME BEFORE MINORITY INTERESTS 296 750 700 Minority interests in net income/(loss) of subsidiaries 26 15 (3) ------- ------- ------- NET INCOME $ 270 $ 735 $ 703 ======= ======= ======= Average number of shares of Common Stock outstanding 130 130 130 EARNINGS AND DIVIDENDS PER SHARE Basic and diluted $2.08 $5.65 $5.41 Cash dividends $0.12 $ - $ -
5 VISTEON CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET
DECEMBER 31, ------------------------ 2000 1999 ---- ---- (IN MILLIONS) ASSETS Cash and cash equivalents $ 1,412 $ 1,849 Marketable securities 65 - --------- ------- Total cash and marketable securities 1,477 1,849 Accounts and notes receivable - Ford and affiliates 1,333 1,578 Accounts receivable - other customers 857 613 --------- ------- Total receivables 2,190 2,191 Inventories 948 751 Deferred income taxes 192 110 Prepaid expenses and other current assets 198 295 --------- ------- Total current assets 5,005 5,196 Equity in net assets of affiliated companies 142 205 Net property 5,497 5,789 Deferred income taxes 100 362 Other assets 581 897 --------- ------- TOTAL ASSETS $11,325 $12,449 ========= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Trade payables $ 1,949 $ 3,150 Accrued liabilities 1,086 1,211 Income taxes payable 147 153 Debt payable within one year 622 961 --------- ------- Total current liabilities 3,804 5,475 Long-term debt 1,397 1,358 Other liabilities 2,601 3,964 Deferred income taxes 18 153 --------- ------- Total liabilities 7,820 10,950 STOCKHOLDERS' EQUITY Capital stock Preferred Stock, par value $1.00, 50 million shares authorized, none outstanding - - Common Stock, par value $1.00, 500 million shares authorized, 131 million shares issued and outstanding 131 - Capital in excess of par value of stock 3,311 - Prior owner's net investment - 1,566 Accumulated other comprehensive income (179) (67) Other (12) - Earnings retained for use in business 254 - --------- ------- Total stockholders' equity 3,505 1,499 --------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,325 $12,449 ========= =======
6 VISTEON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, -------------------------------- 2000 1999 1998 ---- ---- ---- (IN MILLIONS) CASH AND CASH EQUIVALENTS AT JANUARY 1 $1,849 $ 542 $ 344 Cash flows (used in)/provided by operating activities (526) 2,482 1,376 Cash flows from investing activities Capital expenditures (793) (876) (861) Acquisitions and investments in joint ventures, net (28) (579) (108) Purchases of securities (126) - - Sales and maturities of securities 61 - - Other 44 2 29 ------ ------ ------ Net cash used in investing activities (842) (1,453) (940) Cash flows from financing activities Cash distributions from/(to) prior owner 85 (558) (267) Commercial paper issuances, net 352 - - Changes in short-term debt (1,775) - - Proceeds from issuance of short-term debt 1,374 493 34 Proceeds from issuance of other debt 1,279 816 96 Principal payments on other debt (290) (361) (149) Cash dividends (16) - - Other (85) (100) 52 ------ ------ ------ Net cash provided by/(used in) financing activities 924 290 (234) Effect of exchange rates changes on cash 7 (12) (4) Net (decrease)/increase in cash and cash equivalents (437) 1,307 198 ------ ------ ------ CASH AND CASH EQUIVALENTS AT DECEMBER 31 $1,412 $1,849 $ 542 ====== ====== ======