PENSION PLAN OF VISTEON SYSTEMS, L.L.C.
Transcription
PENSION PLAN OF VISTEON SYSTEMS, L.L.C.
PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS FINANCIAL STATEMENTS December 31, 2012 and 2011 PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS CONTENTS INDEPENDENT AUDITOR’S REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Plan Benefits 3 Statements of Changes in Net Assets Available for Plan Benefits 4 Statement of Accumulated Plan Benefits 5 Statement of Changes in Accumulated Plan Benefits 6 NOTES TO FINANCIAL STATEMENTS 7 1200 Buhl Building 535 Griswold Street Detroit, Michigan 48226-3689 (313) 965-2655 • Fax (313) 965-4614 INDEPENDENT AUDITOR’S REPORT October 4, 2013 To the Participants and Plan Administrator Pension Plan of Visteon Systems, L.L.C. - Connersville and Bedford Plants Report on the Financial Statements We were engaged to audit the accompanying financial statements of the Pension Plan of Visteon Systems, L.L.C. - Connersville and Bedford Plants (the “Plan”), which comprise the statements of net assets available for plan benefits as of December 31, 2012 and 2011, the related statements of changes in net assets available for plan benefits for the years then ended, the statement of accumulated plan benefits as of January 1, 2012, and the related statement of changes in accumulated plan benefits for the year then ended, as well as the related notes to the financial statements. Management’s Responsibility for the Financial Statements The Plan’s management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on conducting the audits in accordance with auditing standards generally accepted in the United States of America. Because of the matter described in the “Basis for Disclaimer of Opinion” paragraph, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Basis for Disclaimer of Opinion As permitted by 29 CFR 2520.103-8 of the Department of Labor’s (“DOL”) Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Notes F and G, which was certified by The Northern Trust Company, the trustee of the Plan, except for comparing the information with the related information included in the financial statements. An Independent Member of the BDO Seidman Alliance Participants and Plan Administrator Pension Plan of Visteon Systems, L.L.C. - Connersville and Bedford Plants October 4, 2013 Page Two INDEPENDENT AUDITOR’S REPORT (CONTINUED) Basis for Disclaimer of Opinion (continued) We have been informed by the Plan administrator that the trustee holds the Plan’s investment assets and executes investment transactions. The Plan administrator has obtained certifications from the trustee as of, and for the years ended, December 31, 2012 and 2011 that the information provided to the Plan administrator by the trustee is complete and accurate. Disclaimer of Opinion Because of the significance of the matter described in the “Basis for Disclaimer of Opinion” paragraph, we have not been able to obtain sufficient, appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on these financial statements. Report on Form and Content in Compliance with DOL Rules and Regulations The form and content of the information included in the financial statements, other than that derived from the information certified by the trustee, have been audited by us in accordance with auditing standards generally accepted in the United States of America and, in our opinion, are presented in compliance with the DOL’s Rules and Regulations for Reporting and Disclosure under ERISA. CERTIFIED PUBLIC ACCOUNTANTS Detroit, Michigan PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 2012 and 2011 Assets: Investments at fair value (Note F): Interest in Visteon Corporation Defined Benefit Master Trust Fund investment accounts (Note G) Employer contributions receivable Total Assets Liabilities: Administrative expenses payable Net Assets Available for Plan Benefits See notes to financial statements. -3- 2012 2011 $ 258,418,604 -0- $ 294,364,259 13,062,400 258,418,604 307,426,659 256,427 51,988 $ 258,162,177 $ 307,374,671 PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS For the Years Ended December 31, 2012 and 2011 2012 Additions: Net investment income allocated from Visteon Corporation Defined Benefit Master Trust Fund (net of expenses of $1,150,239 and $1,070,620 in 2012 and 2011, respectively) Employer contributions Total Additions Deductions: Plan benefits Administrative expenses Total Deductions Net Additions (Deductions) Net Assets Available for Plan Benefits, Beginning of Year Net Assets Available for Plan Benefits, End of Year See notes to financial statements. -4- $ 29,937,432 -0- 2011 $ 42,971,280 31,141,354 29,937,432 74,112,634 78,204,962 944,964 23,201,149 861,117 79,149,926 24,062,266 (49,212,494) 50,050,368 307,374,671 257,324,303 $ 258,162,177 $ 307,374,671 PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS STATEMENT OF ACCUMULATED PLAN BENEFITS January 1, 2012 Actuarial Present Value of Accumulated Plan Benefits (Note B): Vested benefits: Participants currently receiving payments Participants with deferred benefits Total Actuarial Present Value of Accumulated Plan Benefits See notes to financial statements. -5- $ 248,684,847 81,500,569 $ 330,185,416 PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS STATEMENT OF CHANGES IN ACCUMULATED PLAN BENEFITS For the Year Ended January 1, 2012 Increase (Decrease) in Accumulated Plan Benefits Attributable to: Benefits accumulated Increase for interest due to the decrease in the discount period Benefits paid Change in actuarial assumptions (Note B) Net Increase in Accumulated Plan Benefits Actuarial Present Value of Accumulated Plan Benefits, January 1, 2011 Actuarial Present Value of Accumulated Plan Benefits, January 1, 2012 See notes to financial statements. -6- $ (1,526,055) 16,342,007 (23,201,149) 24,492,802 16,107,605 314,077,811 $ 330,185,416 PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS December 31, 2012 and 2011 NOTE A - DESCRIPTION OF THE PLAN General The following brief description of the Pension Plan of Visteon Systems, L.L.C. - Connersville and Bedford Plants (the “Plan”) is provided for general information purposes only. Participants should refer to the Summary Plan Description for more details regarding the Plan. The Plan is a defined benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan was established to provide vested benefits, in the form of a lifetime annuity, to retirees and former hourly employees at the Bedford, Indiana and Connersville, Indiana facilities of Visteon Systems, L.L.C. (“Visteon”) who were covered under the respective collective bargaining agreements with the International Union of Electronic, Electrical, Technical, Salaried, Machine, and Furniture Workers, AFL-CIO, prior to the closure of those facilities, along with their surviving spouses. Eligibility Participation in the Plan began at the earlier of the date of completion of three years of credited service or age 21 and one year of eligibility or credited service. The Plan does not allow employee contributions. Benefits The Plan offers benefits determined by a fixed dollar benefit level, multiplied by credited service. The Plan also pays early retirement benefits to eligible retirees based on a fixed benefit rate and credited service. Benefits are payable as a single-life annuity, or in the form of a joint and survivor annuity for married participants. Benefits may commence earlier than age 65, provided certain eligibility requirements are satisfied. Early retirement supplemental benefits are generally payable to one month beyond age 62, or death if earlier. A special age 65 benefit (i.e., Medicare Part B premium reimbursement) is also available for eligible current and future retirees. Connersville participants who retire on or after January 1, 2007 are no longer eligible for the special age 65 benefit. Current and future retirees are also eligible for an additional monthly benefit if they are enrolled in Medicare Part D. Bedford employees hired on or after June 14, 2004 participated in a cash balance design under the Plan. The Plan credited each participant’s account annually with a $1,000 contribution credit and an interest credit using the 30-year U.S. Treasury Bond rate. Contribution credits are prorated based on hours worked. A lump-sum option is available. -7- PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE A - DESCRIPTION OF THE PLAN (CONTINUED) Benefits (continued) Effective January 1, 2008, a 75 percent joint and survivor annuity was introduced as a payment option. This option is a modified pension payable monthly during the participant’s life and, after his or her death, 75 percent of the monthly amount payable to the participant is payable monthly to the designated beneficiary. During September 2012, Visteon announced the Visteon Pension Accelerated Payment Program, which is a voluntary program offered to certain vested participants who terminated on or prior to July 31, 2012 and who are not receiving benefits as of December 1, 2012. This program offers the opportunity for each participant to elect a single lump-sum payout to be paid in December 2012, commencement of a monthly benefit beginning as early as January 2013, or commencement of his or her retirement benefit at the participant’s early or normal retirement date, upon request. Effective January 1, 2013, the Plan adopted a lump-sum payment option available for participants who terminated service as active participants under the Visteon Pension Plan - Past Service after July 31, 2012 and commence benefits after December 31, 2012 without respect to retirement eligibility. Immediate annuity options are also provided as required to accompany a lump-sum option. Vesting Participants become fully vested at normal retirement age (65) or after attaining five (or, in the case of participants in the cash balance design employed on or after January 1, 2008, three) years of service with Visteon. Contributions Visteon has historically made contributions to the Plan, as determined by its actuaries, to provide the Plan with sufficient assets to pay benefits to participants. Contributions to the Plan must satisfy minimum funding requirements under the Internal Revenue Code of 1986, as amended (the “Code”), ERISA, and the Pension Protection Act of 2006. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of the Plan have been prepared on the accrual basis of accounting. -8- PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Master Trust Fund Participation The Plan participates in the Visteon Corporation Defined Benefit Master Trust Fund (the “Master Trust”). See Note G for details of the Plan’s participation in the Master Trust, as well as the valuation of the investments in the Master Trust. Investments Purchases and sales of Plan and Master Trust investment account securities are reflected on a trade-date basis. Gains and losses on sales of securities are based on average costs. Dividend income of the investment accounts is recorded on the ex-dividend date. Income from other investments of the Master Trust investment accounts is recorded as earned on an accrual basis. Fair Value Measurements The Plan uses fair value measurements in the preparation of its financial statements, which utilize various inputs, including those that can be readily observable, corroborated, or are generally unobservable. The Plan utilizes market-based data and valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Additionally, the Plan applies assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. The measurement of fair value includes a hierarchy based on the quality of inputs used to measure fair value. Financial assets and liabilities are categorized into this three-level fair value hierarchy, based on the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The various levels of the fair value hierarchy are described as follows: Level 1 - Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Plan has the ability to access Level 2 - Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable for substantially the full term of the asset or liability. -9- PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Fair Value Measurements (continued) Level 3 - Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement The use of observable market data, when available, is required in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Actuarial Present Value of Accumulated Plan Benefits Accumulated plan benefits are those future periodic payments, based on scheduled benefit improvements and including lump-sum distributions, that are attributable under the Plan’s provisions to the service employees have rendered to the valuation date. These include benefits expected to be paid to: (a) retired or terminated employees or their beneficiaries, (b) beneficiaries of employees who have died, and (c) present employees or their beneficiaries. The actuarial present value of accumulated plan benefits is determined by the independent actuary, Towers Watson, and is the amount that results from applying actuarial assumptions to reflect the time value of money and the probability of payment of benefits. The probability of benefits becoming payable, and when, is based on assumptions related to death, disability, withdrawal, or retirement occurring after the valuation date. The significant actuarial assumptions used in the valuation as of January 1, 2012 are: (a) the RP2000 generational mortality tables, (b) rates of retirement, disability, and withdrawal based on age and years of service, and (c) discount rates of 4.75 percent and 5.40 percent for the years ended January 1, 2012 and 2011, respectively, for the purpose of calculating the present value of accumulated plan benefits. The foregoing actuarial assumptions are based on the Plan continuing indefinitely. Were the Plan to terminate, different actuarial assumptions and other factors might be applicable in determining the actuarial present value of accumulated plan benefits. The actuarial present value of accumulated plan benefits is reported based on certain assumptions pertaining to interest rates, inflation rates, and demographics. Due to the nature of these assumptions and the uncertainties inherent in setting them, it is at least reasonably possible that changes in the near term to these assumptions would be material to the financial statements. -10- PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Contributions Employer contributions are accrued by the Plan based upon amounts determined under corporate pension funding policies (see Note C). Payment of Benefits Plan benefits are recorded when paid. Administrative Expenses Expenses of administering the Plan are paid by the Plan, with the exception of fees for actuarial studies not covered in the annual plan valuation. Certain fees paid for legal, accounting, actuarial, investment management, and other professional services were rendered by parties-ininterest. Pension Benefit Guaranty Corporation (“PBGC”) insurance premiums and disability retirement medical examination fees are also paid by the Plan. Use of Estimates 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, liabilities, and accumulated plan benefits, as well as disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of changes in net assets and accumulated plan benefits during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Master Trust invests in various securities, including government securities and bonds, corporate debt instruments, other fixed income securities, stocks, liability-driven investments, alternative investments, and derivative instruments. Investment securities in general are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, changes in the value of investment securities will occur in the near term, and such changes could materially affect the amounts reported in the financial statements. -11- PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Subsequent Events The Plan’s management has evaluated subsequent events through October 4, 2013, the date that the accompanying financial statements were available to be issued. NOTE C - FUNDING POLICIES Pension costs are accrued by Visteon and are funded as required, subject to full-funding limitations. Prior service costs are amortized and funded over periods of not more than 30 years from the date such costs were established. Visteon’s funding for 2012 and 2011 meets the minimum funding requirements of the Code, ERISA, and the Pension Protection Act of 2006. Cost rates are determined by the independent actuary and are based on acceptable actuarial methods and actuarial assumptions (see Note B). Actuarial gains or losses, including those from investments, are amortized over the participants’ future lifetimes. NOTE D - INCOME TAX STATUS The Plan obtained its latest determination letter on July 2, 2010, in which the Internal Revenue Service (“IRS”) stated that the Plan, as then designed, was in compliance with the applicable requirements of the Code. 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 Code. In addition, the Plan administrator is not aware of any unrecognized tax benefits as of December 31, 2012 or 2011. Therefore, no provision for income taxes has been included in the Plan’s financial statements. The Plan is no longer subject to federal income tax examinations by the IRS for years prior to 2009. NOTE E - PLAN TERMINATION Although it has expressed no intention to do so, Visteon has the right under the Plan to discontinue contributions and to terminate the Plan, subject to the requirements of ERISA. In the event the Plan is terminated, the net assets available to provide retirement benefits will be allocated by benefit category in the following order of precedence: 1. Life income benefits being paid to former employees (or their beneficiaries) as of three years prior to the termination date and life income benefits that would have been payable to employees (or their beneficiaries) who were eligible to retire as of three years prior to the termination date. This category is limited to the lowest benefit that would have been payable during the five years prior to the termination date. -12- PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE E - PLAN TERMINATION (CONTINUED) 2. Other benefits which are nonforfeitable and are insured by the PBGC, determined without regard to the dollar limitation. This category includes a five-year phase-in of benefit increases which would have been excluded under the prior category. 3. All other nonforfeitable (vested) benefits, including benefit increases, which would have been excluded from the prior categories 4. All other benefits payable under the Plan After satisfaction of all plan liabilities, any residual assets may be distributed to Visteon. Generally, the PBGC guarantees normal retirement benefits, early retirement benefits (up to the amount accrued for normal retirement), and certain disability and survivor’s benefits. However, the PBGC does not guarantee all types and forms of benefits under the Plan, and the amount of benefit protection is subject to phase-in and dollar limitations. If benefits have been increased within five years prior to plan termination, the benefit increases may not be guaranteed. NOTE F - PLAN INVESTMENTS AND FAIR VALUE (Unaudited) The following is a summary of unaudited information regarding the Plan, included in the Plan’s financial statements, that was prepared by the trustee, The Northern Trust Company. The Plan administrator has obtained certifications from the trustee that such information is complete and accurate. Master Trust information included in Note G was also prepared by the trustee and is also unaudited. Assets certified by the trustee as of December 31, 2012 and 2011 are as follows: Certified Assets: Investments representing five percent or more of the Plan's net assets available for plan benefits: Interest in Master Trust investment accounts -13- 2012 2011 $ 258,418,604 $ 294,364,259 PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE F - PLAN INVESTMENTS AND FAIR VALUE (Unaudited) (CONTINUED) Investment income for the years ended December 31, 2012 and 2011 is as follows: 2012 Net investment income allocated from Master Trust investment accounts $ 29,937,432 2011 $ 42,971,280 NOTE G - MASTER TRUST INVESTMENTS AND FAIR VALUE (Unaudited) The Master Trust combines, for investment purposes, assets of the Visteon Pension Plan - Past Service, the UAW Visteon Pension Account Plan, and the Pension Plan of Visteon Systems, L.L.C. - Connersville and Bedford Plants (collectively, the “Plans”). The assets of the Master Trust are held in separate investment accounts. The Plans hold units of the investment accounts, and each unit represents an equal, undivided interest in the assets of that investment account. Investment income and administrative expenses relating to the Master Trust are allocated to the individual Plans based upon each Plan’s units as a percentage of the total units of the Master Trust as of the valuation date. The percentage of assets held by each of the Plans also may change by the purchase or sale of assets at each monthly valuation date. Estimated fair value amounts have been determined using available market information and various valuation methods, depending on the type of instrument. In evaluating the fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts. Accordingly, the estimates of fair value presented herein may not be indicative of the amounts that could be realized in a current market exchange. The units of the investment accounts are valued at the end of each month based on the fair value of the underlying assets as determined by the trustee at those dates. Investments of the investment accounts traded on securities exchanges and on over-the-counter markets are valued at quoted market prices existing on the regular monthly valuation dates. All other investments not having an established market price are valued at their estimated fair value as determined by the trustee. Interests in common and commingled trust funds are valued at unit values based on the fair value of the underlying investments. Substantially all of the investments of common and commingled trust funds are valued at quoted market prices. -14- PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE G - MASTER TRUST INVESTMENTS AND FAIR VALUE (Unaudited) (CONTINUED) The Master Trust’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 and 2011 is summarized as follows: Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Significant Observable Unobservable Inputs Inputs (Level 2) (Level 3) (in thousands) Total 2012 Assets: Investments at fair value: Common trust funds (pooled): Indexed equity International equity $ Registered investment companies: Global asset allocation funds International equity funds Other investments: Liability-driven investments: Treasury futures Cash and cash equivalents Global asset allocation Hedge fund of funds Common and preferred stocks Total Investments -0-0- $ 290,765 63,259 $ -0-0- $ 290,765 63,259 -0- 354,024 -0- 354,024 94,329 66,821 -0-0- -0-0- 94,329 66,821 161,150 -0- -0- 161,150 -014,032 -0-0347 147,435 -0-0-0-0- -0-0140,086 139,107 -0- 147,435 14,032 140,086 139,107 347 14,379 147,435 279,193 441,007 175,529 501,459 279,193 956,181 177 -0- -0- 177 Liabilities: Payables and unsettled trades Net Assets $ 175,352 -15- $ 501,459 $ 279,193 $ 956,004 PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE G - MASTER TRUST INVESTMENTS AND FAIR VALUE (Unaudited) (CONTINUED) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Significant Observable Unobservable Inputs Inputs (Level 2) (Level 3) (in thousands) Total 2011 Assets: Investments at fair value: Common and preferred stocks: Information technology Consumer discretionary Financial Industrial Health care Materials Energy Utilities Consumer staples Telecommunications Other $ 40,803 19,389 19,199 18,744 16,173 15,060 7,590 5,734 3,568 2,763 366 $ -0-0-0-0-0-0-0-0-0-0-0- $ -0-0-0-0-0-0-0-0-0-0-0- $ 40,803 19,389 19,199 18,744 16,173 15,060 7,590 5,734 3,568 2,763 366 149,389 -0- -0- 149,389 -0-0- 166,554 49,499 -0-0- 166,554 49,499 -0- 216,053 -0- 216,053 67,645 55,050 53,183 -0-0-0- -0-0-0- 67,645 55,050 53,183 Common trust funds (pooled): Indexed equity International equity Registered investment companies: Fixed income total return funds Equity and fixed income global funds International equity funds $ 175,878 -16- $ -0- $ -0- $ 175,878 PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE G - MASTER TRUST INVESTMENTS AND FAIR VALUE (Unaudited) (CONTINUED) Fair Value Measurements Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Significant Observable Unobservable Inputs Inputs (Level 2) (Level 3) (in thousands) Total 2011 (continued) Assets (continued): Investments at fair value (continued): Other investments: Liability-driven investments: Swaps Cash and cash equivalents Global asset allocation Hedge fund of funds $ Total Investments -080,134 -0-0- $ 255,933 -0-0-0- $ -0-0142,190 128,185 $ 255,933 80,134 142,190 128,185 80,134 255,933 270,375 606,442 405,401 471,986 270,375 1,147,762 6,112 -0- -0- 6,112 270,375 $ 1,141,650 Liabilities: Payables and unsettled trades Net Assets $ 399,289 $ 471,986 $ The Plan’s interest in the Master Trust as of December 31, 2012 and 2011 is as follows: Plan's Approximate Percentage Interest in Investment Accounts -17- 2012 2011 27.03% 25.78% PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE G - MASTER TRUST INVESTMENTS AND FAIR VALUE (Unaudited) (CONTINUED) Net investment income in the Master Trust for the years ended December 31, 2012 and 2011 is as follows: 2012 2011 (in thousands) Dividend income Interest income Other investment income Net change in accrued income $ Total Investment Income Less: Investment fees and expenses Net Investment Income $ 5,864 5,998 216 (2,284) $ 4,866 609 245 2,075 9,794 7,795 (4,511) (4,264) 5,283 $ 3,531 Net appreciation of Master Trust assets by type of investment during the years ended December 31, 2012 and 2011 is as follows: 2012 2011 (in thousands) Investments at fair value: Common and preferred stocks Common trust funds (pooled) Cash and cash equivalents Global asset allocation Hedge fund of funds Registered investment companies Liability-driven investments Derivative instruments and other investments Net Appreciation in Fair Value of Investments $ 52,030 (15,092) 4 18,002 8,191 37,914 10,427 3 $ 111,479 -18- $ (1,926) 1,477 (2) (7,501) (882) (6,663) 183,354 7 $ 167,864 PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE G - MASTER TRUST INVESTMENTS AND FAIR VALUE (Unaudited) (CONTINUED) Additional information about the nature and risk of the Master Trust’s investments in Level 2 and Level 3 assets that calculate net asset value per share is as follows: Fair Value (in thousands) Common trust funds (pooled): Indexed equity International equity Global asset allocation Hedge fund of funds $ 290,765 63,259 140,086 139,107 $ 633,217 Redemption Frequency (If Currently Eligible) Redemption Notice Period Daily Monthly Monthly Quarterly 2 days 2-6 days 3-30 days 70-95 days The above categories include investments in pooled common trust funds, a global asset allocation fund, and a hedge fund of funds that all invest primarily in equities. The fair value of the investments in each of these categories has been estimated using the net asset value per share of the investments. Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds (equity securities, fixed income securities, and commodity-related securities) are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. Global tactical asset allocation funds (“GTAA”) are common trust funds comprised of shares or units in commingled funds that are not publicly traded. GTAA managers primarily invest in equity, fixed income, and cash instruments, with the ability to change the allocation mix based on market conditions while remaining within their specific strategy guidelines. The underlying assets in these funds may be publicly traded (equities and fixed income), and price quotes may be readily available. Assets may also be invested in various derivative products whose prices cannot be readily determined. Limited partnership hedge funds of funds directly invest in a variety of hedge funds. The investment strategies of the underlying hedge funds are primarily focused on fixed income and equity based investments. There is currently minimal exposure to less liquid assets such as real estate or private equity in the portfolio. However, due to the private nature of the partnership investments, pricing inputs are not readily observable. Asset valuations are developed by the general partners that manage the partnerships. -19- PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE G - MASTER TRUST INVESTMENTS AND FAIR VALUE (Unaudited) (CONTINUED) The fair value reconciliation of the Master Trust’s Level 3 assets, measured at fair value on a recurring basis, for the years ended December 31, 2012 and 2011 is as follows: Global Asset Allocation Hedge Fund of Funds (in thousands) Total 2012 Changes in Level 3 Assets: Net realized and unrealized gains Purchases Issuances Less: Sales $ Net Increase (Decrease) in Level 3 Assets 18,002 -01,222 (21,328) $ (2,104) Net gains for the year included in changes in net assets attributable to the change in unrealized gains or losses relating to assets still held as of December 31, 2012 $ 26,193 3,759 1,222 (22,356) 10,922 8,818 142,190 128,185 270,375 $ 140,086 $ 139,107 $ 279,193 $ 11,400 $ 8,191 $ 19,591 $ (7,501) -01,309 (1,422) $ (882) 11,200 -0(1,867) $ (8,383) 11,200 1,309 (3,289) Balance, January 1, 2012 Balance, December 31, 2012 8,191 3,759 -0(1,028) 2011 Changes in Level 3 Assets: Net realized and unrealized losses Purchases Issuances Less: Sales Net Increase (Decrease) in Level 3 Assets (7,614) 8,451 837 149,804 119,734 269,538 $ 142,190 $ 128,185 $ 270,375 $ $ $ Balance, January 1, 2011 Balance, December 31, 2011 Net losses for the year included in changes in net assets attributable to the change in unrealized gains or losses relating to assets still held as of December 31, 2011 -20- (7,734) (882) (8,616) PENSION PLAN OF VISTEON SYSTEMS, L.L.C. CONNERSVILLE AND BEDFORD PLANTS NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 2012 and 2011 NOTE G - MASTER TRUST INVESTMENTS AND FAIR VALUE (Unaudited) (CONTINUED) The Master Trust is party to certain agreements that are designed to manage exposure to currency, equity, and interest rate risks in accordance with the investment policy statement for the Visteon U.S. Pension Fund. The fair value of these instruments is based on the net present value of future payments or as is reflected on the exchange on which the instrument is traded. The notional amount represents the dollar value of the underlying security that determines the derivative instrument’s periodic payments. The total notional amount does not reflect the amount at risk. Foreign currency derivatives were used for the purpose of hedging changes in the fair value of assets that result from currency fluctuations. Interest rate futures, options, and swaps were used to manage interest rate exposure. NOTE H - PARTY-IN-INTEREST TRANSACTIONS Certain Master Trust investments are units of common trust money market funds managed by the Plan’s trustee. Furthermore, certain administrative expenses are paid to the Plan’s trustee and other parties-in-interest. Therefore, these transactions qualify as party-in-interest transactions. -21-
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