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 Savings Plan
for Hourly Employees
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.
Statement of Changes in Net Assets Available for Benefits for the year
ended December 30, 2001.
Schedule of Assets (Held at End of Year) as of December 30, 2001.
Schedule of Reportable Transactions for the Year Ended December 30, 2001.
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 SAVINGS PLAN
FOR HOURLY EMPLOYEES
Date: June 26, 2002 By /s/ Robert H. Marcin
------------------------------------
Robert H. Marcin
Chairman, Visteon Investment Plan
Administrative Committee
11K-2
VISTEON INVESTMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
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......................................................2
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 30, 2001................................3
Notes to Financial Statements...............................................4-8
ADDITIONAL INFORMATION
Schedule I -- Schedule of Assets (Held at End of Year)
as of December 30, 2001......................................................9
Schedule II -- Schedule of Reportable Transactions for the Year Ended
December 30, 2001...........................................................10
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Visteon Investment Savings Plan for Hourly Employees
In our opinion, the accompanying statements 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 Savings Plan for Hourly Employees (the "Plan") at
December 30, 2001, and the changes in net assets available for benefits for the
year then ended, 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 audit. We conducted our audit 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 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 audit was 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 Disclosure 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 audit 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
SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 2001
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ASSETS
Investments, at fair value $ 142,216
----------
Total assets 142,216
----------
Net assets available for benefits $ 142,216
==========
The accompanying notes are an integral part of the financial statements.
2
VISTEON INVESTMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 30, 2001
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ADDITIONS
Addition to net assets attributed to
Net appreciation (depreciation) in fair value
of investments $ 167
Interest and dividend income 1,818
--------
1,985
Employee contributions 139,527
--------
Total additions 141,512
Net assets available for benefits
Beginning of year 704
--------
End of year $142,216
========
The accompanying notes are an integral part of the financial statements.
3
VISTEON INVESTMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN
The following description of the Visteon Investment Savings Plan for
Hourly Employees (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.
TYPE AND PURPOSE OF THE PLAN
The Plan is a defined contribution plan established to encourage and
facilitate systematic savings and investment by eligible hourly employees
of Visteon Corporation ("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 AND VESTING
Hourly employees are eligible to participate in the Plan three months
after their date of hire. Certain other part-time and temporary employees
may also be eligible to participate in the Plan. Participation in the
Plan is voluntary. Participants are immediately 100% vested in their
contributions and actual earnings thereon, regardless of length of
service.
CONTRIBUTIONS
Under the Plan, and subject to limits required to be 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 annual profit sharing bonus, if any, to be
contributed to the Plan. Such contributions are excluded from
participants' taxable income.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions and allocations of (a) company matching contributions, (b)
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 account.
PLAN ADMINISTRATIVE EXPENSES
Plan administrative expenses are paid by Visteon and not charged to
participants' accounts.
4
VISTEON INVESTMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN (CONTINUED)
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 the participant at 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 over a period of fifteen years and are based on vested
amounts in the participants' accounts. In addition, terminated
participants with benefits due in excess of $3,500 may defer such
benefits until age 65 or in the event that 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 Fidelity Fund is a mutual fund that seeks long-term capital growth by
investing in common stocks. The fund potentially invests a portion in
bonds, including lower-quality debt securities. The fund may invest in
securities of domestic and foreign issuers.
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.
The Fidelity Growth & Income Fund is a mutual fund that seeks to provide
high total return through a combination of current income and capital
appreciation. The fund normally invests in common stocks. The fund
potentially invests in bonds, including lower-quality debt securities,
and stocks that are not currently paying dividends, but offer prospects
for future income or capital appreciation. The fund may invest in
securities of domestic and foreign issuers.
Details of investments held as of December 30, 2001 are set forth in
Schedule of Assets (Held at End of Year).
5
VISTEON INVESTMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN (CONTINUED)
TRANSFERS OF ASSETS
The Plan permits the transfer of assets among investment options, with
certain restrictions related to transfers to T. Rowe Price Funds and
Scudder Funds.
PARTICIPANT LOANS
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.
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 to distribute benefits to participants. The Trustee is also
responsible for daily administration of Plan activity.
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 are recorded in the period that
payroll deductions are made from 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 generally
accepted accounting principles 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.
6
VISTEON INVESTMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 plan benefits and the statement of changes in net assets
available for benefits.
3. MASTER TRUST (IN THOUSANDS)
All assets of the Plan are held by the Visteon Corporation Master Trust
(the "Master Trust"). The Visteon Investment Plan also has all of its
investments in the Master Trust. A summary of the assets of the Master
Trust as of December 30, 2001 is as follows:
Investments, at fair value
Common stock fund $ 57,384
Common and commingled trust funds 63,371
Mutual funds 117,155
----------
Total investments 237,910
Loans 4,158
----------
Total assets $ 242,068
=========
Interest and dividend income of the Master Trust for the year ended
December 30, 2001 was $4,346.
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 investments depreciated as follows:
Mutual funds $ (11,820)
Common stock fund 4,426
Common and commingled trust funds (1,033)
----------
$ (8,427)
=========
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 is as follows:
EIN 38-3519512, Plan 005 -
Visteon Investment Savings Plan for Hourly Employees $ 142
EIN 38-3519512, Plan 002 -
Visteon Investment Plan 241,926
----------
$ 242,068
=========
7
VISTEON INVESTMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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4. INVESTMENTS
The following investments represent 5% or more of the Plan's net assets
available for benefits at December 30, 2001:
Visteon Stock Fund, 2,734 units $ 24,304
Fidelity Fund, 284 units 8,209
Fidelity Magellan Fund, 161 units 16,732
Fidelity Growth and Income Portfolio, 216 units 8,085
Fidelity Managed Income Portfolio II, 40,907 units 40,907
---------
$ 98,237
========
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 consists of the Plan's realized gains or losses and the
unrealized appreciation (depreciation) on those investments. During 2001,
the Plan's investments appreciated in value by $167 as follows:
Mutual funds $ (2,014)
Common stock fund 2,135
Common and commingled trust funds 46
---------
$ 167
========
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 Plan tax counsel
believe that the Plan satisfies and is being operated in compliance with
applicable provisions of the Code.
7. 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 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. There are currently no plans to terminate the Plan.
8
SCHEDULE I
VISTEON INVESTMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 30, 2001
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(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 International Discovery Fund,
28 units $ 545
* Fidelity Investments Scudder Income Fund, 52 units 657
* Fidelity Investments Scudder Growth and Income Fund, 97 units 2,037
* Fidelity Investments Vanguard 500 Index Fund, 43 units 4,586
* Fidelity Investments Vanguard Value Index Fund, 4 units 80
* Fidelity Investments Vanguard Explorer Fund, 14 units 868
Comerica Bank, N.A. Common Stock Fund, 445 units 3,341
Barclays Global Investors Bond Fund, 218 units 2,546
* Visteon Corporation Visteon Stock Fund 2,734 units 24,304
* Fidelity Investments Fidelity Fund, 284 units 8,209
* Fidelity Investments Fidelity Puritan Fund, 109 units 1,923
* Fidelity Investments Fidelity Trend Fund, 29 units 1,399
* Fidelity Investments Fidelity Magellan Fund, 161 units 16,732
* Fidelity Investments Fidelity Contrafund, 26 units 1,101
* Fidelity Investments Fidelity Equity-Income Fund, 74 units 3,608
* Fidelity Investments Fidelity Growth Company Fund, 99 units 5,289
* Fidelity Investments Fidelity Investment Grade Bond Fund, 2 units 13
* Fidelity Investments Fidelity Growth and Income Portfolio, 216 units 8,085
* Fidelity Investments Fidelity Value Fund, 36 units 1,850
* Fidelity Investments Fidelity Government Income Fund, 342 units 3,406
* Fidelity Investments Fidelity Independence Fund, 58 units 915
* Fidelity Investments Fidelity Real Estate Investment Portfolio Fund,
92 units 1,697
* Fidelity Investments Fidelity Balanced Fund, 16 units 232
* Fidelity Investments Fidelity International Growth and Income Fund,
82 units 1,536
* Fidelity Investments Fidelity Canada Fund, 31 units 579
* Fidelity Investments Fidelity Utilities Fund, 16 units 221
* Fidelity Investments Fidelity Asset Manager, 59 units 908
* Fidelity Investments Fidelity Asset Manager Growth, 117 units 1,682
* Fidelity Investments Fidelity Dividend Growth Fund, 87 units 2,469
* Fidelity Investments Fidelity New Markets Income Fund, 11 units 121
* Fidelity Investments Fidelity Global Balanced Fund, 23 units 370
* Fidelity Investments Fidelity Managed Income Portfolio II, 40,907 units 40,907
---------
$ 142,216
=========
* Denotes party-in-interest.
** Not required per Department of Labor reporting requirements.
9
SCHEDULE II
VISTEON INVESTMENT
SAVINGS PLAN FOR HOURLY EMPLOYEES
SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 30, 2001
- --------------------------------------------------------------------------------
IDENTITY OF PURCHASE SELLING LEASE
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE RENTAL
REPORTING CRITERION I Single transactions 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.
CURRENT
IDENTITY OF EXPENSES COST OF VALUE NET GAIN
PARTY INVOLVED INCURRED ASSET OF ASSET OR (LOSS)
REPORTING CRITERION I
REPORTING CRITERION II
REPORTING CRITERION III
REPORTING CRITERION IV
10
EXHIBIT INDEX
Exhibit Number Exhibit Name
- -------------- ------------
23 Consent of PricewaterhouseCoopers LLP
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-39758) of Visteon Corporation of our report dated
June 26, 2002 relating to the financial statements of the Visteon Investment
Savings Plan for Hourly Employees, which appears in this Form 11-K.
/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
Detroit, MI
June 26, 2002
