X0203 3 2010-08-09 0 0001111335 VISTEON CORP VSTNQ 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0000769993 GOLDMAN SACHS & CO 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Common Stock 5079455 I See Footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs", and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. As of August 9, 2010, Goldman Sachs beneficially owned directly, and GS Group may be deemed to have beneficially owned indirectly, an aggregate of 5,079,455 shares of common stock, par value $1.00 per share ("Common Stock") of Visteon Corporation (the "Issuer"). Goldman Sachs also holds open short positions of 10,219 shares of Common Stock. The Issuer, certain investors (the "Investors"), including the High Yield Distressed Investing Group of Goldman Sachs, and certain additional purchasers ("Additional Purchasers") are parties to an Equity Commitment Agreement dated as of May 6, 2010, as amended by the First Amendment to the Equity Commitment Agreement dated as of June 13, 2010, the Second Amendment to the Equity Commitment Agreement dated as of June 25, 2010, and the Third Amendment to the Equity Commitment Agreement dated as of August 9, 2010. Pursuant to the Equity Commitment Agreement and its amendments, among other terms, the Investors and Additional Purchasers agreed to purchase certain shares of the Common Stock of a reorganized Issuer. Upon entering into the Third Amendment to the Equity Commitment Agreement, the Reporting Persons, the other Investors, and the Additional Purchasers may be deemed to be a "group" pursuant to Section 13(d)(3) of the Exchange Act. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares of Common Stock held by the Investors (other than the Reporting Persons) or Additional Purchasers, and such beneficial ownership is expressly disclaimed. None of the Reporting Persons have any pecuniary interest in the Common Stock except as reported on Table I of this Form 3 and therefore do not have beneficial ownership of any shares of Common Stock except as reported on Table I of this Form 3 within the meaning of Rule 16a-1(a)(2) of the Exchange Act. Kevin P. Treanor, Attorney-in-fact 2010-08-19 Kevin P. Treanor, Attorney-in-fact 2010-08-19