Table of Contents As filed with the Securities and Exchange Commission on May 19, 2000 File No. 001-15827 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VISTEON CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 38-3519512 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Fairlane Plaza North 10th Floor 290 Town Center Drive Dearborn, Michigan 48126 (Address of Principal Executive Offices) (Zip Code) (800) VISTEON (Registrant’s telephone number, including area code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Common Stock, par value $1.00 per share The New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None Table of Contents INFORMATION REQUIRED IN REGISTRATION STATEMENT CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10 Item 1. Business The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Business” and “Relationship with Ford” of the Information Statement attached hereto. Those sections are incorporated herein by reference. Item 2. Financial Information The information required by this item is contained under the sections “Summary,” “Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference. Item 3. Properties The information required by this item is contained under the section “Business — Properties” of the Information Statement. That section is incorporated herein by reference. Item 4. Security Ownership of Certain Beneficial Owners and Management The information required by this item is contained under the sections “Management — Stock Ownership of Directors and Executive Officers” and “Security Ownership of Ford and Visteon” of the Information Statement. Those sections are incorporated herein by reference. Item 5. Directors and Executive Officers The information required by this item is contained under the section “Management” of the Information Statement. That section is incorporated herein by reference. Item 6. Executive Compensation The information required by this item is contained under the section “Management” of the Information Statement. That section is incorporated herein by reference. Item 7. Certain Relationships and Related Transactions The information required by this item is contained under the sections “Management” and “Relationship with Ford” of the Information Statement. Those sections are incorporated herein by reference. Item 8. Legal Proceedings The information required by this item is contained under the sections “Business — Environmental Matters” and “Business — Legal Proceedings” of the Information Statement. Those sections are incorporated herein by reference. Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters The information required by this item is contained under the sections “Risk Factors,” “Description of Capital Stock,” “Management,” “The Spin-Off” and “Dividend Policy” of the Information Statement. Those sections are incorporated herein by reference. 2 Table of Contents Item 10. Recent Sales of Unregistered Securities Not applicable. Item 11. Description of Registrant’s Securities to be Registered The information required by this Item is contained under the section “Description of Capital Stock” of the Information Statement. That section is incorporated herein by reference. Item 12. Indemnification of Directors and Officers The information required by this Item is contained under the section “Indemnification of Directors and Officers” of the Information Statement. That section is incorporated herein by reference. Item 13. Financial Statements and Supplementary Data The information required by this Item is contained under the sections “Capitalization,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Consolidated Financial Statements” of the Information Statement. Those sections are incorporated herein by reference. Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. Item 15. Financial Statements and Exhibits (a) Financial Statements The information required by this Item is contained under the section “Consolidated Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference. (b) Exhibits The following documents are filed as exhibits hereto: Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation.* 3.2 Amended and Restated By-laws.* 4.1 Form of Visteon Common Stock certificate. 10.1 [Reserved]. 10.2 Master Transfer Agreement.* 10.3 Purchase and Supply Agreement.* 10.3.1 Letter Relating to Price Reductions.* 10.4 Master Separation Agreement.* 10.5 Aftermarket Relationship Agreement. 10.6 Hourly Employee Assignment Agreement. 10.7 Employee Transition Agreement. 10.8 Tax Sharing Agreement.* 3 Table of Contents Exhibit Number Description 10.9 Long-Term Incentive Plan.* 10.10 Form of Change in Control Agreement.* 21.1 Subsidiaries of Visteon. 27.1 Financial Data Schedule (1997). 27.2 Financial Data Schedule (1998). 27.3 Financial Data Schedule (1999). 27.4 Financial Data Schedule (First Quarter 1999). 27.5 Financial Data Schedule (First Quarter 2000). * To be filed by amendment. 4 Table of Contents SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. VISTEON CORPORATION By: /s/ PETER J. PESTILLO ______________________________________ Peter J. Pestillo, Chairman of the Board, Chief Executive Officer and President Dated: May 19, 2000 5 Table of Contents FORD MOTOR COMPANY , 2000 Dear Fellow Ford Stockholder: In January of this year, we announced as one of our milestones the goal for Visteon to achieve independence. Towards achieving this goal, we established Visteon Corporation as a wholly-owned subsidiary and transferred to it the assets and liabilities comprising our automotive components and systems business. To complete the goal of independence, on , 2000, a special committee of our Board of Directors, pursuant to full Board authorization, approved a pro rata distribution (or spin-off) to Ford common and Class B stockholders of all shares of Visteon common stock owned by Ford. In the spin-off, you will receive shares of Visteon common stock for each share of Ford common or Class B stock that you held of record at the close of business on , 2000. Your current shares of Ford common or Class B stock will continue to represent your ownership position in Ford. We have concluded that the spin-off is in the best interests of Ford, the Visteon business and Ford stockholders, because: • as an independent company, Visteon will be better able to pursue business with non-Ford customers; • it will reduce Ford’s automotive assets and capital requirements; • it will provide Visteon’s management increased strategic flexibility and decision-making power, including the ability to manage Visteon’s product portfolio over the long-term based on Visteon’s own strategic objectives; • having two separate public companies will enable the financial markets to evaluate each company more effectively, thereby maximizing stockholder value over the long term for both Ford and Visteon; • separate management and ownership structures for Visteon will provide incentives to Visteon’s management and direct accountability to public investors; and • a spin-off allows Visteon to achieve independence in the shortest possible time. Shares of Visteon’s common stock trade on the New York Stock Exchange under the ticker symbol “VC.” The enclosed information statement explains the spin-off in detail and provides important information regarding Visteon. We urge you to read it carefully. Please note that general stockholder approval is not required for the spin-off, and holders of Ford common and Class B stock are not required to take any action to participate in the spin-off. Thus, we are not asking you for a proxy. Very truly yours, William Clay Ford, Jr. Chairman of the Board Ford Motor Company Table of Contents VISTEON CORPORATION , 2000 Dear Visteon Stockholder: We welcome you as a “founding” stockholder of Visteon, which began trading publicly on a “when-issued” basis for the first time on , 2000. We are the world’s third largest supplier of automotive systems, modules and components. We have become a leader in the global automotive parts industry by capitalizing on the extensive experience we have gained as the largest supplier to Ford, the world’s largest producer of trucks and the second largest producer of cars and trucks combined. We have been the largest supplier of automotive parts to Ford for most of Ford’s history, and even as we continue to broaden our base of customers and products, we expect to continue