New York, December 11, 2012 -- Moody's Investors Service affirmed Visteon Corporation's (Visteon) Corporate Family (CFR) and Probability of Default Rating (PDR) at B1 and changed the outlook of the company's $500 million of senior unsecured notes to stable from negative. The Speculative Grade Liquidity rating is unchanged at SGL-3.

The affirmation and change in outlook reflect our expectation that the company will not undertake further actions to acquire the remaining 30 percent of the public shares of its Korean affiliate, Halla Climate Control Corp. (HCC) following the expiry of Visteon's unsuccessful tender offer in July 2012. Had Visteon been successful in acquiring these shares, it would have resulted in the company's existing rated debt being structurally subordinate to new debt at HCC used to fund the purchase of the shares. The affirmation also incorporates the company's announcement that it has given the required notice under the governing indenture to redeem $50,000,000 of its senior unsecured notes.

The following ratings were affirmed:

Visteon Corporation:

Corporate Family Rating, at B1;

Probability of Default, at B1;

B2 (LGD4, 59%), for the $500 million guaranteed senior unsecured notes

Speculative Grade Liquidity Assessment, at SGL-3;

The asset based revolving credit facility is not rated by Moody's.

RATINGS RATIONALE

Visteon's B1 Corporate Family Rating incorporates the company's modest profit margins in the 3% to 5% range (including Moody's adjustments) which has resulted in Free Cash Flow/Debt at about 3.7%. Both of these metrics are supportive of the assigned rating and benefit from the company's diverse geographic revenue base and business with growing customers. Yet, economic uncertainty in Europe (about 33% of revenues) and slow growth in the company's Asia Pacific markets (about 43% of revenues) will constrain growth over the near-term. The ratings also incorporate the risks around the company's announced plans to contribute its climate control business to its 70% owned subsidiary, Halla Climate Control, and announced restructuring and other costs of approximately $100 million to allow the company to further reduce SG&A and other fixed costs in 2013. These restructuring actions are in addition to major cost reduction actions completed in 2010. Moody's also believes there are risks involved with the company's ability to access funds generated by its foreign subsidiaries and joint ventures on a timely and cost effective basis.

The stable rating outlook incorporates Visteon's strong credit metrics and good liquidity profile balanced with the company's developing strategic direction and financial policies.

Visteon is anticipated to have an adequate liquidity profile over the near-term supported by cash balances and availability under the asset-based revolving credit facility. Unrestricted cash balances as of September 30, 2012 were approximately $901 million. About 60% of this cash was located in non-guarantor subsidiaries including the company's joint ventures where Moody's believes there are risks involved with the company's ability to access these funds. As of September 30, 2012, the $175 million asset-based revolver had no cash drawings and has a borrowing capacity of $156 million. While modest in size, the facility is expected to be largely undrawn over the near-term. Visteon's free cash flow generation is expected to be positive over the near-term term as previous capital expenditures to support higher revenues moderate. Free cash flow generation also is expected to be pressured by weakening demand in Europe. The asset-based revolving credit facility does not have financial covenants. Alternate liquidity is limited by debt incurrence covenants under the credit facilities.

Consideration for a higher outlook or rating would require continued operating performance improvement supporting EBIT/interest above 3.0x and sustaining Debt/EBITDA at about 2.5x. Sustaining positive free cash flow generation would also be a consideration for a potential positive rating action.

Developments that could lead to lower outlook or ratings include deterioration in automotive industry conditions that are not offset by cost saving actions resulting in EBIT/interest sustained below 2.5x or Debt/EBITDA sustained above 3.5x. Deteriorating liquidity could also lead to a lower outlook or rating.

The principal methodology used in rating Visteon was the Global Automotive Supplier Industry Methodology published in January 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Visteon, headquartered in Van Buren Township, Michigan, is a leading global automotive supplier that designs, engineers and manufactures innovative climate, electronic, interior and lighting products for vehicle manufacturers. The company has facilities in 26 countries and employs approximately 26,000 people. Revenues for the year ending December 31, 2011 were approximately $8.0 billion.

REGULATORY DISCLOSURES

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Timothy L. Harrod Vice President - Senior Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Michael J. Mulvaney MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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