SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
(No fee required, effective October 7, 1996)
For the fiscal year ended December 30, 2002
or
[ ] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
(No fee required)
For the transition period from to
------------------ -------------------
Commission file number 1-15827
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Visteon Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Visteon Corporation
17000 Rotunda Drive
Dearborn, Michigan 48120
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND SCHEDULES.
Report of Independent Auditors.
Statement of Net Assets Available for Benefits as of December 30, 2002 and
2001.
Statement of Changes in Net Assets Available for Benefits for the Years
Ended December 30, 2002 and 2001.
Schedule of Assets (Held at End of Year) as of December 30, 2002 and 2001.
Schedule of Reportable Transactions for the Years Ended December 30, 2002
and 2001.
EXHIBITS.
23 Consent of Independent Accountants
99 Certification of Periodic Financial Reports
11K-1
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
VISTEON INVESTMENT PLAN
Date: June 27, 2003 By /s/ Robert H. Marcin
-------------------------------
Robert H. Marcin
Chairman, Visteon Investment Plan
Administrative Committee
11K-2
VISTEON INVESTMENT PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 30, 2002 AND 2001
VISTEON INVESTMENT PLAN
CONTENTS
DECEMBER 30, 2002 AND 2001
PAGE(S)
REPORT OF INDEPENDENT AUDITORS ..................................................................1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits as of
December 30, 2002 and 2001 .....................................................................2
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 30, 2002 ...................................................................3
Notes to Financial Statements ................................................................4-11
ADDITIONAL INFORMATION
Schedule I - Schedule of Assets (Held at End of Year) as of
December 30, 2002 ..........................................................................12-13
Schedule II - Schedule of Reportable Transactions for the Year Ended
December 30, 2002 .............................................................................14
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrator of
the Visteon Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Visteon Investment Plan (the "Plan") at December 30, 2002 and 2001, and
the changes in net assets available for plan benefits for the year ended
December 30, 2002, in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) and Schedule of Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosures under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
June 24, 2003
1
VISTEON INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 2002 AND 2001
(IN THOUSANDS)
2002 2001
ASSETS
Investments, at fair value $ 241,251 $ 237,768
Loans to participants 6,108 4,158
--------- ---------
Net assets available for benefits $ 247,359 $ 241,926
========= =========
The accompanying notes are an integral part of the financial statements.
2
VISTEON INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 30, 2002
(IN THOUSANDS)
ADDITIONS
Additions to net assets attributed to
Net appreciation (depreciation) in fair value of investments $ (59,090)
Interest and dividend income 5,134
---------
(53,956)
Contributions
Employee contributions 67,088
Company matching -
---------
67,088
Other additions
Loan interest 364
Transfers in and rollovers from other plans 1,972
---------
2,336
---------
Total additions 15,468
DEDUCTIONS
Deductions from net assets attributed to
Withdrawal of participants' accounts (9,937)
Administrative expense (90)
Other (8)
---------
Total deductions (10,035)
---------
Net increase 5,433
---------
Net assets available for benefits
Beginning of year 241,926
---------
End of year $ 247,359
=========
The accompanying notes are an integral part of the financial statements.
3
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
DECEMBER 30, 2002 AND 2001
1. DESCRIPTION OF THE PLAN
The following description of the Visteon Investment Plan (the "Plan")
provides only general information. The Plan was established effective
July 1, 2000. The provisions of the Plan are governed in all respects by
the detailed terms and conditions contained in the Plan document.
Participants should refer to the Plan document for a complete description
of the Plan's provisions.
Visteon Corporation ("Visteon") was established as a wholly-owned
subsidiary of Ford Motor Company in January 2000. On June 28, 2000, Ford
spun-off Visteon. Subsequently, all active employees of Visteon who had
an account balance in the Ford Savings and Stock Investment Plan ("SSIP")
were given the opportunity to elect to transfer their total account
balances to the Plan.
TYPE AND PURPOSE OF THE PLAN
The Plan is a defined contribution plan established to encourage and
facilitate systematic savings and investment by eligible salaried
employees of Visteon and to provide them with an opportunity to become
stockholders of Visteon. The Plan includes provisions for voting shares
of Visteon stock. It is subject to certain provisions of the Employee
Retirement Income Security Act of 1974, as amended, ("ERISA") applicable
to defined contribution pension plans.
ELIGIBILITY
Regular full-time salaried employees are eligible to participate in the
Plan beginning on the first day of the second month following their date
of hire, with certain exceptions. Certain other supplemental employees
also may be eligible to participate in the Plan. Participation in the
Plan is voluntary.
CONTRIBUTIONS
Under the Plan, and subject to limitations imposed by the Internal
Revenue Code of 1986, as amended (the "Code") participants may elect to
contribute up to 40 percent of their eligible wages. Participants may
also elect to reduce their benefits under the Flexible Compensation
Account program ("Flex Dollars"). Effective June 1, 2002, participants
who have attained the age of 50 are eligible to make supplemental
contributions.
Effective January 1, 2002, Visteon suspended company matching
contributions. During the 2001 plan year, Visteon made company matching
contributions at a rate of $0.60 for each dollar of employee
contributions, up to a maximum of 10 percent of participant's base pay.
Flex Dollar contributions were not eligible for company matching
contributions. Effective January 1, 2002, all employees became 100
percent vested in their company matching contributions. All company
matching contributions are made initially in the Visteon Stock Fund.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions and allocations of (a) company matching contributions, (b)
plan earnings and (c) certain fund expenses. Allocations are based on
participant earnings or account balances. Under the Plan, certain funds
will charge a fee on short term transfers which is paid from the
participant's account. The benefit to which a participant is entitled is
determined from the participant's vested account.
4
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
DECEMBER 30, 2002 AND 2001
VESTING
Participants are immediately vested in their contributions and actual
earnings thereon, regardless of length of service. Effective January 1,
2002, all employees became 100 percent vested in their company matching
contribution.
DISTRIBUTIONS
Distributions of benefits shall be made upon the occurrence of any one of
the following:
- Retirement of the participant at age 65;
- Deferred retirement of the participant beyond age 65;
- In-service withdrawal of participant beyond age 59 1/2;
- Total and permanent disability of the participant;
- Death of the participant; or
- Termination of employment
Benefits due upon death are paid in a lump sum and are based on vested
amounts in the participants' accounts. Benefits due upon termination,
retirement, withdrawal, or disability are paid in a lump sum or through
installments payable monthly, quarterly, semi-annually or annually and
are based on vested amounts in the participants' accounts. In addition,
terminated participants with benefits due in excess of $5,000 may defer
such benefits until age 65 or until age 70-1/2 in the event employment
termination occurred.
INVESTMENT OPTIONS AND PARTICIPATION
Participant contributions are invested in accordance with the
participant's election in one or more of several investment options
available in the Plan. The more significant of these options are as
follows:
The Visteon Stock Fund is a unitized stock fund investment in Visteon
common stock with a portion of the fund's assets invested in short-term
investments.
The Managed Income Portfolio II is a stable value fund that is a
commingled pool of the Fidelity Group Trust for Employee Benefit Plans
composed of high quality, fixed-income investments. The Portfolio may
also purchase investment contracts issued by the insurance companies or
banks. Exposure to any single issuer is capped at 5 percent. The
Portfolio purchases money market units to provide daily liquidity.
The Fidelity Magellan Fund is a growth mutual fund that seeks capital
appreciation. The fund invests in securities of domestic, foreign, and
multinational issuers, however not more than 40 percent of the fund's
assets may be invested in companies operating exclusively in any one
foreign country.
The Fidelity Growth Company Fund is a growth mutual fund that seeks
capital appreciation. The fund invests in securities of domestic and
foreign issuers and seeks to invest in companies that it believes have
above-average growth potential.
5
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
DECEMBER 30, 2002 AND 2001
Details of investments held as of December 30, 2002 are set forth in
the Schedule of Assets (Held at End of Year).
TRANSFER OF ASSETS
The Plan permits the transfer of assets among investment options, with
certain restrictions related to transfers to T. Rowe Funds, Scudder Funds
and Visteon Stock Fund. Transfers of matching contributions from the
Visteon Stock Fund are allowed once the Participant is vested. Effective
January 1, 2002, all employees became 100 percent vested in company
matching contributions.
PARTICIPANT LOANS (NOT IN THOUSANDS)
Participants may borrow from the Plan in amounts beginning with a minimum
amount of $1,000, up to a maximum amount not to exceed the lesser of: (a)
$50,000, or (b) 50 percent of their vested account balances, at an
interest rate equal to the annual prime rate as published by the Wall
Street Journal. Repayment of any loan is made through employee payroll
deductions not less frequently than once per calendar quarter.
FORFEITURES AND PLAN ADMINISTRATION EXPENSES
The Plan permits Visteon to use assets forfeited by participants to pay
plan administrative expenses. To the extent that forfeited assets are not
available to pay certain administrative expenses, Visteon pays such
expenses. At December 30, 2002 and 2001, forfeited nonvested accounts
totaled approximately $17 and $79, respectively.
ADMINISTRATION
The Plan administrator is responsible for general administration of the
Plan for the exclusive benefit of the Plan participants and their
beneficiaries, subject to the specific terms of the Plan. Assets of the
Plan and related investments are administered by Fidelity Management
Trust Company (the "Trustee"). It is the trustee's responsibility to
invest Plan assets and distribute benefits to participants. The Trustee
is also responsible for daily administration of Plan activity.
EMPLOYEE STOCK OWNERSHIP PLAN
The Plan operates, in part, as an employee stock ownership plan ("ESOP")
and is designed to comply with Code Section 4975(e)(7) and the
regulations thereunder, and is subject to the applicable provisions of
ERISA.
Visteon contributes its company matching contributions in Visteon stock
to the ESOP.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan investments are stated at fair value as determined by the
Trustee. Purchases and sales are recorded on the trade-date basis.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
6
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
DECEMBER 30, 2002 AND 2001
CONTRIBUTIONS
Contributions to the Plan from employees and from Visteon and
participating subsidiaries, as defined in the Plan, are recorded in the
period that payroll deductions are made from Plan participants.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets at
the date of the financial statements and the reported amounts of
additions and deductions during the reporting period. Actual results
could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan's invested assets ultimately consist of stocks, bonds, fixed
income securities and other investment securities. Investment securities
are exposed to various risks, such as interest rate, market and credit.
Due to the level of risk associated with certain investment securities
and the level of uncertainty related to changes in the value of
investment securities, it is at least reasonably possible that changes in
risks in the near term would materially affect participants' account
balances and the amounts reported in the statement of net assets
available for benefits and the statement of changes in net assets
available for benefits.
3. MASTER TRUST
All assets of the Plan are held by the Visteon Corporation Master Trust
(the "Master Trust"). The Visteon Investment Savings Plan for Hourly
Employees also has all of its investments in the Master Trust. A summary
of the Master Trust as of December 30, 2002 and 2001 is as follows:
2002 2001
Investments, at fair value
Common stock fund $ 32,924 $ 57,384
Common and commingled trust funds 80,009 63,371
Mutual funds 128,858 117,155
---------- -----------
Total investments 241,791 237,910
Loans 6,124 4,158
---------- -----------
Total assets $ 247,915 $ 242,068
========== ===========
Interest and dividend income of the Master Trust for the year ended December 30,
2002 was $5,144.
7
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
DECEMBER 30, 2002 AND 2001
The net appreciation (depreciation) in fair value of Master Trust investments
consists of realized gains or losses and the unrealized appreciation
(depreciation) on those investments. During the year ended December 30, 2002
investments depreciated as follows:
2002
Mutual funds $ (25,631)
Common stock fund (31,621)
Common and commingled trust funds (1,910)
----------
$ (59,162)
==========
The Plan investments and, in turn, the investments held by the Master Trust are
generally directed by participants based on their elections. Allocation of the
Master Trust to the participating plans as of December 30, 2002 and 2001 was as
follows:
2002 2001
EIN 38-3519512, Plan 005 -
Visteon Investment Savings Plan for Hourly Employees $ 556 $ 142
EIN 38-3519512, Plan 002 -
Visteon Investment Plan 247,359 241,926
-------- --------
$247,915 $242,068
======== ========
4. INVESTMENTS
The following investments represent 5 percent or more of the Plan's net
assets available for benefits.
DECEMBER 30,
-------------------
2002 2001
Visteon Stock Fund, 7,971,048 and 6,452,155 units,
respectively $ 32,841 $ 57,360
Fidelity Magellan Fund, 163,765 and 120,641 units, respectively 12,931 12,573
Fidelity Growth Company Fund, 262,548 units * 13,973
Fidelity Managed Income Portfolio II, 64,387,157 and
50,633,185 units, respectively 64,387 50,633
======== ========
$110,159 $134,539
======== ========
* Investment represents less than 5% of the Plan's net assets available for
benefits.
8
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
DECEMBER 30, 2002 AND 2001
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consist of the Plan's realized gains or losses and the
unrealized appreciation (depreciation) on those investments. During 2002, the
Plan's investments depreciated in value by $59,090 as follows:
2002
Mutual funds $(25,603)
Common stock fund (31,577)
Common and commingled trust funds (1,910)
--------
$(59,090)
========
5. RELATED PARTY TRANSACTIONS
Participants have the option to invest in the Visteon Stock Fund, which
consists of investments in Visteon common stock. These transactions are
exempt transactions with a party-in-interest.
6. TAX STATUS
The Plan obtained its latest determination letter on January 28, 2003, in
which the Internal Revenue Service stated that the plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the plan administrator and the plan's tax
counsel believe that the plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the plan's
financial statements.
9
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
DECEMBER 30, 2002 AND 2001
7. NONPARTICIPANT-DIRECTED INVESTMENTS
The Visteon Stock Fund included both participant and nonparticipant
directed investments, which were commingled. Company matching
contributions were made to the Visteon Stock Fund, these contributions
and associated appreciation (depreciation), income and dividends are
nonparticipant directed until amounts are vested according to the Plan's
vesting provisions. Effective January 1, 2002, Visteon suspended all
company matching contributions and all participants became 100 percent
vested in their company matching contributions. As a result of the
immediate 100 percent vesting, there were no nonparticipant directed
investments at December 30, 2002. Information about the net assets
available for benefits and the significant components of the changes in
net assets available for benefits are as follows:
SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 2001
Visteon Stock Fund $ 57,360
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 30, 2001
Net appreciation (depreciation) in fair value of investment $ 4,424
Interest and dividend income 406
Employee contributions 7,930
Company matching contributions 32,245
Loan interest 45
Net transfers and rollovers (3,811)
Withdrawals (1,444)
------------
Net increase 39,795
Net assets available for benefits
Beginning of year 17,565
------------
End of year $ 57,360
============
8. PLAN TERMINATION
Visteon, by action of the Board of Directors, may terminate the Plan at
any time. Termination of the Plan would not affect the rights of a
participant as to: (a) the continuance of investment, distribution or
withdrawal of the securities, cash and cash value of the Visteon Stock
Fund units in the account of the participant as of the effective date of
such termination, or (b) continuance of vesting of such securities and
cash attributable to company matching contributions or earnings thereon.
There are currently no plans to terminate the Plan.
10
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
DECEMBER 30, 2002 AND 2001
9. SUBSEQUENT EVENT
Effective April 1, 2003, Visteon transferred the payroll administration
from Ford Motor Company to Fidelity for salaried employees. Ford Motor
Company will remain as the payroll administrator for the hourly Visteon
employees.
Additionally, effective April 1, 2003, Visteon has decreased the waiting
period for employee eligibility to the Plan. Full time employee's are
eligible to participate in the plan immediately. Supplemental employees
can participate after satisfying a 1,000 hour requirement in a 12-month
period.
Beginning on May 1, 2003, Visteon modified the investment options
available under the Plan. According to the new investment options, the
following funds will replace the funds available at December 30, 2002:
Fidelity Freedom Funds Janus Advisor Capital Appreciation Fund
Domini Social Equity Fund Vanguard Explorer Fund
Vanguard 500 Index Fund Fidelity Diversified International Fund
American Century Equity Income Fund T. Rowe Price International Discovery Fund
Baron Assets Fund Templeton Developing Markets Trust
Clipper Fund Templeton Foreign Fund
Fidelity Contrafund Templeton Foreign Smaller Companies Fund
Fidelity Dividend Growth Fund BGI Bond Index Fund
Fidelity Growth & Income Portfolio Fidelity Government Income Fund
Fidelity Growth Company Fund PIMCO Global Bond Fund - Admin Class
Fidelity Low Priced Stock Fund PIMCO Real Return Bond Fund
PIMCO Total Return III Fund T. Rowe Price High Yield Fund
The Visteon Stock Fund, Common Stock Fund and Managed Income Portfolio II
Fund will remain as an investment option of the Plan.
11
VISTEON INVESTMENT PLAN SCHEDULE I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2002
(a) (b) (c) (d) (e)
DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUER INCLUDING MATURITY DATE,
LESSOR, BORROWER OR RATE OF INTEREST, COLLATERAL, CURRENT
SIMILAR PARTY PAR OR MATURITY VALUE COST** VALUE
* Fidelity Investments T. Rowe Price Spectrum Growth Fund, 29,405 units $ 327,280
* Fidelity Investments Scudder International Fund, 27,143 units 824,069
* Fidelity Investments Domini Social Equity Fund, 8,694 units 187,785
* Fidelity Investments T. Rowe Price Spectrum Income Fund, 57,783 units 621,741
* Fidelity Investments T. Rowe Price New Horizons Funds, 156,879 units 2,605,760
* Fidelity Investments Scudder Global Fund, 10,860 units 193,516
* Fidelity Investments T. Rowe Price International Stock Fund, 105,032 units 932,686
* Fidelity Investments Scudder Global Discovery Fund, 70,673 units 1,323,701
* Fidelity Investments T. Rowe Price International Discovery Fund, 75,872
units 1,218,501
* Fidelity Investments Scudder Income Fund, 29,956 units 383,431
* Fidelity Investments T. Rowe Price New Asia Fund, 125,001 units 698,757
* Fidelity Investments Scudder Growth and Income Fund, 27,068 units 432,542
* Fidelity Investments T. Rowe Price High Yield Fund, 141,064 units 884,469
* Fidelity Investments Scudder Greater Europe Growth Fund, 94,951 units 1,711,017
* Fidelity Investments T. Rowe Price New Era Fund, 21,930 units 452,408
* Fidelity Investments Scudder Japan Fund, 88,630 units 537,982
* Fidelity Investments T. Rowe Price Latin America Fund, 38,393 units 288,334
* Fidelity Investments Vanguard LifeStrategy Conservative Growth Fund,
12,742 units 163,355
* Fidelity Investments Vanguard LifeStrategy Moderate Growth Fund, 18,442
units 255,785
* Fidelity Investments Vanguard LifeStrategy Growth Fund, 35,660 units 512,085
* Fidelity Investments Vanguard 500 Index Fund, 140,983 units 11,440,800
* Fidelity Investments Vanguard Value Index Fund, 95,590 units 1,400,391
* Fidelity Investments Vanguard Growth Index Investment Fund, 274,754 units 5,481,332
* Fidelity Investments Vanguard Explorer Fund, 64,418 units 2,930,394
* Fidelity Investments Vanguard International Value Fund, 13,396 units 252,246
Comerica Bank, N.A. Common Stock Fund, 1,804,639 units 10,936,112
Barclays Global
Investors Bond Fund, 350,552 units 4,497,577
* Visteon Corporation Visteon Stock Fund 7,971,048 units 32,840,717
* Fidelity Investments Fidelity Fund, 84,132 units 1,872,781
* Fidelity Investments Fidelity Puritan Fund, 64,717 units 1,021,886
* Fidelity Investments Fidelity Trend Fund, 5,962 units 230,362
* Fidelity Investments Fidelity Magellan Fund, 163,765 units 12,930,854
* Fidelity Investments Fidelity Contrafund, 273,243 units 10,547,178
* Fidelity Investments Fidelity Equity-Income Fund, 60,821 units 2,412,777
* Fidelity Investments Fidelity Growth Company Fund, 328,807 units 11,646,356
* Fidelity Investments Fidelity Investment Grade Bond Fund, 306,923 units 2,323,410
* Fidelity Investments Fidelity Growth and Income Portfolio, 193,209 units 5,856,177
* Fidelity Investments Fidelity Value Fund, 136,332 units 6,324,444
* Fidelity Investments Fidelity Government Income Fund, 349,310 units 3,660,767
* Fidelity Investments Fidelity Independence Fund, 248,668 units 3,250,086
* Fidelity Investments Fidelity Overseas Fund, 47,558 units 1,046,272
* Fidelity Investments Fidelity Europe Fund, 28,181 units 516,273
* Fidelity Investments Fidelity Pacific Basin Fund, 29,157 units 372,044
12
VISTEON INVESTMENT PLAN SCHEDULE I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2002
(a) (b) (c) (d) (e)
DESCRIPTION OF INVESTMENT
IDENTITY OF ISSUER INCLUDING MATURITY DATE,
LESSOR, BORROWER OR RATE OF INTEREST, COLLATERAL, CURRENT
SIMILAR PARTY PAR OR MATURITY VALUE COST** VALUE
* Fidelity Investments Fidelity Real Estate Investment Portfolio Fund,
166,321 units $ 3,058,646
* Fidelity Investments Fidelity Balanced Fund, 107,246 units 1,425,299
* Fidelity Investments Fidelity International Growth and Income Fund,
39,448 units 663,519
* Fidelity Investments Fidelity Capital Appreciation Fund, 90,227 units 1,459,869
* Fidelity Investments Fidelity Canada Fund, 20,014 units 362,652
* Fidelity Investments Fidelity Utilities Fund, 111,621 units 1,082,726
* Fidelity Investments Fidelity Asset Manager, 74,118 units 1,022,830
* Fidelity Investments Fidelity Worldwide Fund, 56,636 units 672,835
* Fidelity Investments Fidelity Stock Selector, 71,613 units 1,187,346
* Fidelity Investments Fidelity Asset Manager Growth, 126,344 units 1,512,339
* Fidelity Investments Fidelity Asset Manager Income, 105,806 units 1,149,051
* Fidelity Investments Fidelity Dividend Growth Fund, 438,200 units 9,780,616
* Fidelity Investments Fidelity New Markets Income Fund, 211,612 units 2,397,567
* Fidelity Investments Fidelity Global Balanced Fund, 6,502 units 96,099
* Fidelity Investments Fidelity Small Capital Selector Fund, 189,515 units 2,520,546
* Fidelity Investments Fidelity International Bond Fund, 13,344 units 125,429
* Fidelity Investments Fidelity Managed Income Portfolio II, 64,387,157 64,387,157
units
Participant loans Outstanding participant loan balance 6,107,599
--------------
$ 247,358,565
==============
* Denotes party-in-interest.
** Not required per Department of Labor reporting requirements.
13
VISTEON INVESTMENT PLAN SCHEDULE II
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 30, 2002
IDENTITY OF PURCHASE SELLING LEASE EXPENSES COST OF CURRENT VALUE NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL INCURRED ASSET OF ASSET OR (LOSS)
REPORTING CRITERION I Single transaction in excess
of five percent of current
value of plan assets.
FID MGD Inc. Port II 12,301,228 - - - - 64,387,157 -
FID MGD Inc. Port II - 12,152,059 - - 12,152,059 64,387,157 -
REPORTING CRITERION II Series of transactions in
other than securities in
excess of five percent of
current value of plan assets.
None.
REPORTING CRITERION III Series of transactions in
securities in excess of five
percent of current value of
plan assets.
None.
REPORTING CRITERION IV Single transactions with a
nonregulated entity in excess
of five percent of current
value of plan assets.
None.
14
EXHIBIT INDEX
Exhibit Number Exhibit Name
23 Consent of PricewaterhouseCoopers LLP
99 Certification of Periodic Financial Reports