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, 2001
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
5500 Auto Club Drive
Dearborn, Michigan 48126
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND SCHEDULES.
Report of Independent Accountants.
Statement of Net Assets Available for Benefits as of December 30, 2001 and
2000.
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 30, 2001 and the Six-Month Period Ended December 30, 2000.
Schedule of Assets (Held at End of Year) as of December 30, 2001 and 2000.
Schedule of Reportable Transactions for the Year Ended December 30,
2001 and Six-Month Period Ended December 30, 2000.
EXHIBIT Consent of Independent Auditors.
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 26, 2002 By /s/ Robert H. Marcin
------------------------------------
Robert H. Marcin
Chairman, Visteon Investment Plan
Administrative Committee
11K-2
VISTEON INVESTMENT PLAN
CONTENTS
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PAGE(S)
REPORT OF INDEPENDENT ACCOUNTANTS..........................................................1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits as of
December 30, 2001 and 2000................................................................2
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 30, 2001 and the Six-Month Period Ended December 30, 2000.............3
Notes to Financial Statements...........................................................4-10
ADDITIONAL INFORMATION
Schedule I -- Schedule of Assets (Held at End of Year)
as of December 30, 2000...............................................................11-12
Schedule II -- Schedule of Assets (Held at End of Year)
as of December 30, 2001...............................................................13-14
Schedule III -- Schedule of Reportable Transactions for the
Six-Month Period Ended December 30, 2000.................................................15
Schedule IV -- Schedule of Reportable Transactions for the
Year Ended December 30, 2001.............................................................16
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2001 and 2000, and
the changes in net assets available for plan benefits for the year ended
December 30, 2001 and six-month period ended December 30, 2000, 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 audit 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 amount and
disclosure in the financial statements, assessing the accounting principles used
and significant estimates made by management, an 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 Schedules of Assets
(Held at End of Year) and Schedules 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 Rules and Regulations for Reporting and Disclosures under
the Employee Retirement Income Security Act of 1974 ("ERISA"). 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
June 26, 2002
1
VISTEON INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 2001 AND 2000
(IN THOUSANDS)
--------------------------------------------------------------------------------
2001 2000
ASSETS
Investments, at fair value $ 237,768 $ 139,253
Loans to participants 4,158 2,832
--------- ---------
Net assets available for benefits $ 241,926 $ 142,085
========= =========
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, 2001 AND THE
SIX-MONTH PERIOD ENDED DECEMBER 30, 2000
(IN THOUSANDS)
--------------------------------------------------------------------------------
PARTICIPANT-
DIRECTED FUNDS
2001 2000
ADDITIONS
Additions to net assets attributed to
Net appreciation (depreciation) in fair value of investments $ (8,427) $ (8,053)
Interest and dividend income 4,344 3,557
--------- ---------
(4,083) (4,496)
Contributions
Employee contributions 72,921 34,181
Company matching 32,245 15,692
--------- ---------
105,166 49,873
Other additions
Loan repayment (interest) 295 5
Transfers in and rollovers from other plans 6,174 96,833
--------- ---------
6,469 96,838
--------- ---------
Total additions 107,552 142,215
DEDUCTIONS
Deductions from net assets attributed to
Withdrawal of participants' accounts (7,526) (106)
Administrative expenses and miscellaneous (185) (24)
--------- ---------
Total deductions (7,711) (130)
--------- ---------
Net increase 99,841 142,085
--------- ---------
Net assets available for benefits
Beginning of year 142,085 --
--------- ---------
End of year $ 241,926 $ 142,085
========= =========
The accompanying notes are an integral part of the financial statements.
3
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
--------------------------------------------------------------------------------
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 25% of their eligible wages. Participants may also elect
to reduce their benefits under the Flexible Compensation Account program
("Flex Dollars").
Effective July 1, 2000, Visteon began making company matching
contributions at a rate of $0.60 for each dollar of employee
contributions, up to a maximum of 10% of participants' base pay. Flex
Dollar contributions are not eligible for company matching contributions.
Employees with one year of service are eligible to receive 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)
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants are immediately vested in their contributions and actual
earnings thereon, regardless of length of service. A participant becomes
100% vested in company matching contributions and earnings thereon after
completion of five years of credited service or upon retirement, total
and permanent disability, or death.
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, 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 in the event employment termination occurred
until age 70 1/2.
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 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%. The Portfolio
purchases money market units to provide daily liquidity.
The Common Stock Fund is broadly diversified, passively managed equity
fund administered by Comerica Bank. Fund assets are invested in stocks
through a series of Comerica Bank commingled pools.
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% of the fund's assets may
be invested in companies operating exclusively in any one foreign
country.
5
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS AND PARTICIPATION (CONTINUED)
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.
Details of investments held as of December 30, 2001 and 2000 are set
forth in 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 and Scudder
Funds. Transfers of matching contributions from the Visteon Stock Fund
are allowed once the Participant is vested.
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% 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, 2001 and 2000, forfeited nonvested accounts
totaled approximately $79 and $10, 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 Investments
(the "Trustee"). It is the Trustee's responsibility to invest Plan assets
and the 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.
6
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
--------------------------------------------------------------------------------
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 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.
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.
TRANSFERS AND ROLLOVERS
As of December 30, 2000, the net assets available for benefits includes
approximately $95,081 of transfers from Ford SSIP participants that
elected to transfer their account balances to the Plan and $1,752 of
transfers and rollovers from other plans.
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.
7
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
--------------------------------------------------------------------------------
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, 2001 and 2000 is as follows:
2001 2000
Investments, at fair value
Common stock fund $ 57,384 $ 17,565
Common and commingled trust funds 63,371 43,509
Mutual funds 117,155 78,180
-------- --------
Total investments 237,910 139,254
Loans 4,158 2,832
-------- --------
Total assets $242,068 $142,086
======== ========
Interest and dividend income of the Master Trust for the year ended
December 30, 2001 and six-month period ended December 30, 2000 was $4,346
and $3,557, respectively.
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, 2001 and six-month period ended December 30, 2000
investments depreciated as follows:
2001 2000
Mutual funds $(11,820) $ (4,054)
Common stock fund 4,426 (3,861)
Common and commingled trust funds (1,033) (138)
-------- --------
$ (8,427) $ (8,053)
======== ========
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, 2001 and 2000 was as follows:
2001 2000
EIN 38-3519512, Plan 005 -
Visteon Investment Savings Plan for Hourly Employees $ 142 $ 1
EIN 38-3519512, Plan 002 -
Visteon Investment Plan 241,926 142,085
-------- --------
$242,068 $142,086
======== ========
8
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
--------------------------------------------------------------------------------
4. INVESTMENTS
The following investments represent 5% or more of the Plan's net assets
available for benefits.
DECEMBER 30,
2001 2000
Common Stock Fund, 913,330 units * $ 7,891
Visteon Stock Fund, 6,452,155 and 2,466,993 units, respectively 57,360 17,565
Fidelity Magellan Fund, 120,641 and 72,758 units, respectively 12,573 8,680
Fidelity Contrafund, 144,837 units * 7,122
Fidelity Growth Company Fund, 262,548 and 150,631 units,
respectively 13,973 10,760
Fidelity Managed Income Portfolio II, 50,633,185 and
34,625,641 units, respectively 50,633 34,626
-------- --------
$134,539 $ 86,644
======== ========
* Investment represents less than 5% of the Plan's net assets available
for benefits.
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 2001
and 2000, the Plan's investments depreciated in value by $8,427 and
$8,053, respectively as follows:
2001 2000
Mutual funds $(11,818) $ (4,054)
Common stock fund 4,424 (3,861)
Common and commingled trust funds (1,033) (138)
--------- ---------
$ (8,427) $ (8,053)
======== ========
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
A request was made on February 7, 2002 for favorable determination from
the Internal Revenue Service ("IRS") for compliance with applicable
sections of the Code. As of June 17, 2002, the IRS had not yet issued a
favorable determination letter for the Plan.
The Plan has been designed to be in compliance with applicable
requirements of the Code. The Plan administrator and tax counsel believe
that the Plan satisfies and is being operated in compliance with
applicable provisions of the Code.
9
VISTEON INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS)
--------------------------------------------------------------------------------
7. NONPARTICIPANT-DIRECTED INVESTMENTS
The Visteon Stock Fund includes both participant and nonparticipant
directed investments, which are commingled. Company matching
contributions are 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. Information about the net assets available for
benefits and the significant components of the changes in net assets
available for benefits is as follows:
SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 2001 AND 2000
2001 2000
Visteon Stock Fund $ 57,360 $ 17,565
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 30, 2001
AND SIX-MONTH PERIOD ENDED DECEMBER 30, 2000
2001 2000
Net appreciation (depreciation) in fair value of investment $ 4,424 $ (3,861)
Interest and dividend income 406 43
Employee contributions 7,930 3,069
Company matching contributions 32,245 15,692
Loan repayment (interest) 45 -
Net transfers and rollovers (3,811) 2,635
Withdrawals (1,444) (13)
-------- --------
Net increase 39,795 17,565
Net assets available for benefits
Beginning of year 17,565 -
-------- --------
End of year $ 57,360 $ 17,565
======== ========
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.
9. SUBSEQUENT EVENT
Effective January 1, 2002, Visteon suspended company matching
contributions. Additionally, effective January 1, 2002, all participants
became 100% vested in their company matching contributions.
10
VISTEON INVESTMENT PLAN SCHEDULE I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2000
--------------------------------------------------------------------------------
(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, 9,175 units $ 144,224
* Fidelity Investments Scudder International Fund, 14,286 units 718,737
* Fidelity Investments Domini Social Equity Fund, 2,087 units 72,134
* Fidelity Investments T. Rowe Price Spectrum Income Fund, 19,815 units 213,405
* Fidelity Investments T. Rowe Price New Horizons Funds, 109,670 units 2,620,007
* Fidelity Investments Scudder Global Fund, 5,009 units 133,852
* Fidelity Investments T. Rowe Price International Stock Fund, 66,399 units 964,120
* Fidelity Investments Scudder Global Discovery Fund, 26,462 units 826,410
* Fidelity Investments T. Rowe Price International Discovery Fund, 57,126 units 1,453,867
* Fidelity Investments Scudder Income Fund, 6,721 units 84,280
* Fidelity Investments T. Rowe Price New Asia Fund, 74,379 units 513,213
* Fidelity Investments Scudder Growth and Income Fund, 9,524 units 230,014
* Fidelity Investments T. Rowe Price High Yield Fund, 77,829 units 540,130
* Fidelity Investments Scudder Greater Europe Growth Fund, 44,144 units 1,370,656
* Fidelity Investments T. Rowe Price New Era Fund, 4,221 units 102,573
* Fidelity Investments Scudder Japan Fund, 46,896 units 468,493
* Fidelity Investments T. Rowe Price Latin America Fund, 25,292 units 241,789
* Fidelity Investments Vanguard LifeStrategy Conservative Growth Fund, 9,831 units 144,522
* Fidelity Investments Vanguard LifeStrategy Moderate Growth Fund, 3,622 units 62,447
* Fidelity Investments Vanguard LifeStrategy Growth Fund, 11,806 units 231,276
* Fidelity Investments Vanguard 500 Index Fund, 52,921 units 6,448,985
* Fidelity Investments Vanguard Value Index Fund, 34,058 units 778,910
* Fidelity Investments Vanguard Growth Index Investment Fund, 168,884 units 5,162,774
* Fidelity Investments Vanguard Explorer Fund, 20,339 units 1,222,144
* Fidelity Investments Vanguard International Value Fund, 7,000 units 182,204
Comerica Bank, N.A. Common Stock Fund, 913,330 units 7,891,170
Barclays Global Investors Bond Fund, 92,532 units 991,948
* Visteon Corporation Visteon Stock Fund 2,466,993 units 17,564,988
* Fidelity Investments Fidelity Funds, 37,537 units 1,229,728
* Fidelity Investments Fidelity Puritan Fund, 17,315 units 326,033
* Fidelity Investments Fidelity Trend Fund, 1,863 units 105,117
* Fidelity Investments Fidelity Magellan Fund, 72,758 units 8,680,059
* Fidelity Investments Fidelity Contrafund, 144,837 units 7,121,643
* Fidelity Investments Fidelity Equity-Income Fund, 21,114 units 1,128,113
* Fidelity Investments Fidelity Growth Company Fund, 150,631 units 10,759,546
* Fidelity Investments Fidelity Investment Grade Bond Fund, 49,011 units 350,920
* Fidelity Investments Fidelity Growth and Income Portfolio, 89,965 units 3,787,513
* Fidelity Investments Fidelity Value Fund, 49,356 units 2,287,671
* Fidelity Investments Fidelity Government Income Fund, 49,487 units 488,442
* Fidelity Investments Fidelity Independence Fund, 201,618 units 4,437,605
* Fidelity Investments Fidelity Overseas Fund, 24,601 units 845,541
* Fidelity Investments Fidelity Europe Fund, 12,080 units 359,623
* Fidelity Investments Fidelity Pacific Basin Fund, 20,487 units 354,217
* Fidelity Investments Fidelity Real Estate Investment Portfolio Fund, 30,925 units 572,115
* Fidelity Investments Fidelity Balanced Fund, 18,761 units 284,978
* Fidelity Investments Fidelity International Growth and Income Fund, 9,718 units 220,794
* Fidelity Investments Fidelity Capital Appreciation Fund, 30,729 units 683,097
* Fidelity Investments Fidelity Canada Fund, 12,562 units 264,049
* Fidelity Investments Fidelity Utilities Fund, 48,990 units 788,251
* Fidelity Investments Fidelity Asset Manager, 23,658 units 397,921
* Fidelity Investments Fidelity Worldwide Fund, 16,976 units 265,331
11
VISTEON INVESTMENT PLAN SCHEDULE I
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2000
--------------------------------------------------------------------------------
(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 Stock Selector, 33,380 units $ 829,157
* Fidelity Investments Fidelity Asset Manager Growth, 59,899 units 953,001
* Fidelity Investments Fidelity Asset Manager Income, 20,142 units 236,271
* Fidelity Investments Fidelity Dividend Growth Fund, 133,204 units 3,990,796
* Fidelity Investments Fidelity New Markets Income Fund, 45,878 units 522,554
* Fidelity Investments Fidelity Global Balanced Fund, 2,286 units 39,841
* Fidelity Investments Fidelity Small Capital Selector Fund, 56,921 units 923,826
* Fidelity Investments Fidelity International Bond Fund, 1,753 units 14,655
* Fidelity Investments Fidelity Managed Income Portfolio II, 34,625,641 units 34,625,641
Participant loans Outstanding Loan Balance 2,831,650
-------------
$ 142,084,971
=============
12
VISTEON INVESTMENT PLAN SCHEDULE II
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
--------------------------------------------------------------------------------
(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, 19,498 units $ 274,335
* Fidelity Investments Scudder International Fund, 20,275 units 743,296
* Fidelity Investments Domini Social Equity Fund, 6,802 units 186,178
* Fidelity Investments T. Rowe Price Spectrum Income Fund, 45,907 units 486,616
* Fidelity Investments T. Rowe Price New Horizons Funds, 136,774 units 3,095,200
* Fidelity Investments Scudder Global Fund, 7,603 units 165,065
* Fidelity Investments T. Rowe Price International Stock Fund, 84,301 units 926,464
* Fidelity Investments Scudder Global Discovery Fund, 37,488 units 878,347
* Fidelity Investments T. Rowe Price International Discovery Fund, 68,958 units 1,322,621
* Fidelity Investments Scudder Income Fund, 18,165 units 227,427
* Fidelity Investments T. Rowe Price New Asia Fund, 102,682 units 637,653
* Fidelity Investments Scudder Growth and Income Fund, 18,062 units 380,378
* Fidelity Investments T. Rowe Price High Yield Fund, 110,612 units 737,782
* Fidelity Investments Scudder Greater Europe Growth Fund, 69,809 units 1,605,607
* Fidelity Investments T. Rowe Price New Era Fund, 14,497 units 322,409
* Fidelity Investments Scudder Japan Fund, 84,215 units 558,348
* Fidelity Investments T. Rowe Price Latin America Fund, 31,045 units 284,684
* Fidelity Investments Vanguard LifeStrategy Conservative Growth Fund,
21,986 units 309,128
* Fidelity Investments Vanguard LifeStrategy Moderate Growth Fund, 13,538 units 215,665
* Fidelity Investments Vanguard LifeStrategy Growth Fund, 26,746 units 466,185
* Fidelity Investments Vanguard 500 Index Fund, 100,268 units 10,617,356
* Fidelity Investments Vanguard Value Index Fund, 69,918 units 1,321,450
* Fidelity Investments Vanguard Growth Index Investment Fund, 244,858 units 6,466,693
* Fidelity Investments Vanguard Explorer Fund,43,527 units 2,625,121
* Fidelity Investments Vanguard International Value Fund, 10,213 units 225,391
Comerica Bank, N.A. Common Stock Fund, 1,363,207 units 10,224,056
Barclays Global Investors Bond Fund, 211,545 units 2,466,609
* Visteon Corporation Visteon Stock Fund 6,452,155 units 57,359,655
* Fidelity Investments Fidelity Fund, 64,669 units 1,867,652
* Fidelity Investments Fidelity Puritan Fund, 48,914 units 864,308
* Fidelity Investments Fidelity Trend Fund, 4,252 units 208,494
* Fidelity Investments Fidelity Magellan Fund, 120,641 units 12,573,229
* Fidelity Investments Fidelity Contrafund, 213,453 units 9,129,403
* Fidelity Investments Fidelity Equity-Income Fund, 43,865 units 2,139,317
* Fidelity Investments Fidelity Growth Company Fund, 262,548 units 13,972,822
* Fidelity Investments Fidelity Investment Grade Bond Fund, 318,503 units 2,337,814
* Fidelity Investments Fidelity Growth and Income Portfolio, 148,359 units 5,545,646
* Fidelity Investments Fidelity Value Fund, 70,263 units 3,619,225
* Fidelity Investments Fidelity Government Income Fund, 190,322 units 1,897,513
* Fidelity Investments Fidelity Independence Fund, 236,798 units 3,734,305
* Fidelity Investments Fidelity Overseas Fund, 34,330 units 941,318
* Fidelity Investments Fidelity Europe Fund, 21,095 units 522,321
* Fidelity Investments Fidelity Pacific Basin Fund, 25,115 units 347,844
13
VISTEON INVESTMENT PLAN SCHEDULE II
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
--------------------------------------------------------------------------------
(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,
80,046 units $ 1,482,454
* Fidelity Investments Fidelity Balanced Fund, 75,500 units 1,124,954
* Fidelity Investments Fidelity International Growth and Income Fund,
20,196 units 378,879
* Fidelity Investments Fidelity Capital Appreciation Fund, 60,492 units 1,243,105
* Fidelity Investments Fidelity Canada Fund, 13,386 units 253,928
* Fidelity Investments Fidelity Utilities Fund, 72,280 units 975,051
* Fidelity Investments Fidelity Asset Manager, 65,619 units 1,017,100
* Fidelity Investments Fidelity Worldwide Fund, 38,738 units 567,900
* Fidelity Investments Fidelity Stock Selector, 56,481 units 1,193,447
* Fidelity Investments Fidelity Asset Manager Growth, 90,211 units 1,293,621
* Fidelity Investments Fidelity Asset Manager Income, 44,462 units 503,758
* Fidelity Investments Fidelity Dividend Growth Fund, 313,792 units 8,889,737
* Fidelity Investments Fidelity New Markets Income Fund, 99,471 units 1,085,224
* Fidelity Investments Fidelity Global Balanced Fund, 3,893 units 62,217
* Fidelity Investments Fidelity Small Capital Selector Fund, 128,363 units 2,156,495
* Fidelity Investments Fidelity International Bond Fund, 9,490 units 75,730
* Fidelity Investments Fidelity Managed Income Portfolio II, 50,633,185 units 50,633,185
Participant loans Outstanding Loan Balance 4,157,801
-------------
$ 241,925,516
=============
* Denotes party-in-interest
** Not required per Department of Labor reporting requirements.
14
VISTEON INVESTMENT PLAN SCHEDULE III
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE SIX-MONTH PERIOD ENDED DECEMBER 30, 2000
--------------------------------------------------------------------------------
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL
REPORTING CRITERION I Single transaction in excess of
five percent of current value of plan assets.
None.
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.
IDENTITY OF EXPENSES COST OF CURRENT VALUE NET GAIN
PARTY INVOLVED INCURRED ASSET OF ASSET OR (LOSS)
REPORTING CRITERION I
REPORTING CRITERION II
REPORTING CRITERION III
REPORTING CRITERION IV
15
VISTEON INVESTMENT PLAN SCHEDULE IV
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 30, 2001
--------------------------------------------------------------------------------
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL
REPORTING CRITERION I Single transaction in excess of
five percent of current value of plan assets.
None.
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.
IDENTITY OF EXPENSES COST OF CURRENT VALUE NET GAIN
PARTY INVOLVED INCURRED ASSET OF ASSET OR (LOSS)
REPORTING CRITERION I
REPORTING CRITERION II
REPORTING CRITERION III
REPORTING CRITERION IV
16
EXHIBIT INDEX
Exhibit Number Exhibit Name
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23 Consent of PricewaterhouseCoopers LLP