Good morning and welcome to the Visteon Second Quarter 2011 Earnings Call. All lines have been placed on listen-only mode to prevent background noise. As a reminder, this conference call is being recorded. Before we begin this morning's conference call, I’d like to remind you that this presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various factors, risks, and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements. Please refer to the slide entitled 'forward-looking information’ for further information. Presentation materials for today's calls were posted on the company's website this morning. Please visit www.visteon.com/earnings to download the materials if you have not done so already. I would now like to introduce your host for today's conference call, Mr. Michael Lewis, Vice President, Treasurer and Director of Investor Relations for Visteon Corporation. Mr. Lewis, you may begin.

Today’s presenters are Don Stebbins, Chairman and CEO and Bill Quigley, Executive Vice President and Chief Financial Officer. Following the formal presentation, we will be happy to take your questions. Now please turn to slide one, and with that, I’ll hand it over to Don.

Thank you, Michael and good morning. During today's presentation, I will review Visteon’s 2011 second quarter and then I will turn the call over to Bill Quigley for the financial review. In the second quarter, consolidated revenues totaled almost $2.2 billion, an increase of 15%, which outpaced the growth in global vehicle production. Net income was $26 million or $0.50 per share, which included refinancing and restructuring charges of $43 million. Adjusted EBITDA was $201 million, up 21% from a year ago. We ended the quarter with strong liquidity, $861 million in cash and debt of $596 million, translating into a net cash position of $265 million. Our $220 million asset-backed revolving credit facility also remains undrawn. During the quarter, we were awarded over $250 million in incremental new business across all of our product lines and in all regions of the world. This continues our steady track record of new business success. For the full-year 2011, we are increasing our product sales guidance and moving our adjusted EBITDA guidance to the high-end of our prior range. Slide three presents our consolidated product sales by product line, region and customer. At the bottom right of the slide is our market penetration by customer which includes both consolidated and non-consolidated revenues. In the second quarter, Visteon’s consolidated product sales totaled $2.2 billion. Adding in our second quarter un-consolidated joint venture sales of over $900 million, our market penetration increased to $3.1 billion for the quarter. Climate, our largest product line, generated 48% of our total consolidated sales in the quarter with Interiors, Electronics and Lighting accounting for 30%, 16% and 6%, respectively. On a market penetration basis, Interiors was our largest product line accounting for 43% of our sales, largely due to Yanfeng, our non-consolidated JV in Asia. Climate represented 36%…

During the course of my presentation, I (inaudible) a number of these items, I would like to take the time to highlight a few items on the summary now. Second quarter 2011 product sales were $2.18 billion, $289 million or 15% higher from the second quarter a year ago. Sales were higher across all products and regions, with our Climate business enjoying the largest increase, and on a regional basis, Asia Pacific providing the largest contribution. On product gross margin and SG&A, we have highlighted several items that impact our reported results versus the impact on gross margin from the termination of OPEB plans in 2010. Second item is reorganization related and other employee cost which impacted gross margin in 2010 and then SG&A in 2011. Product gross margin was $197 million for the quarter, $93 million higher than last year. In 2010, our reported results included a net charge of $72 million mostly with OPEB and other items. Taking into account these items, 2011 gross margin in the quarter was higher by about $21 million. SG&A expenses in 2011 totaled $111 million, compared to $88 million in 2010, an increase of $23 million. And expenses related to our reorganization and employee severance cost in 2011 totaled $5 million, much of the remaining change is attributable to currency, the amortization of intangibles, and increased non-cash compensation expense. Second quarter 2011 net income was $26 million, including $43 million in charges for refinancing and net restructuring actions. In 2010, our financial results included a number of charges. $75 million for OPEB, $122 million related to post-petition interest expense and a reorganization cost of $39 million. Adjusted EBITDA which excludes the impact of OPEB, reorg and other costs was $201 million for the quarter, $35 million higher than a year ago. Lastly,…

Your first question is from the line of Himanshu Patel with JPMorgan. Himanshu Patel – JPMorgan: Hi, good morning, guys.

Good morning. Himanshu Patel – JPMorgan: A couple of questions. It looks like that the operating profit level, just excluding the restructuring charges, your incrementals sequentially from the first to second quarter, they were about $0.16 on the $1, can you just help us think about that in the third quarter sequentially, given all of the seasonality on production, particularly with Europe going down?

Himanshu, it’s Bill. As we look to the first half versus second half and my comments as well on guidance, sequentially we would look obviously to, from our net cost performance perspective, to be slightly breakeven, if not positive, in the second half. So, your point, the third quarter, always with respect to production, vacation schedules, if you will, in Europe. So, we expect, while it will be diminished, if you will, our performance to date in the third quarter will be an uptick in the fourth quarter. So, we do not expect to be net breakeven in the third quarter. Himanshu Patel – JPMorgan: I mean, I’m sorry, what would you mean exactly by net breakeven, at what level?

If we looked at the level of our current production with respect to what we are expecting for the third quarter, the first half, first second half on our net cost performance line to the second half, we would expect to see an improvement there and the third quarter is going to be diminished by lower volumes. Himanshu Patel – JPMorgan: Understood. Okay. Can you just so we can get all the puts and takes on the walk correctly, where there any major commercial agreements, pluses or minuses in the year ago quarter, sort of Q3 and Q4?

I mean, Q3 and Q4, as we move forward for – and there will be agreements, impacts, if you will, in 2011. For the rest of year, we expect in the current year that above $15 million in the third and fourth quarter in total, so for the second half, a year ago, there was a benefit of about $12 million in the third quarter. Himanshu Patel – JPMorgan: So, net up $3 million favorable. Up $3 million, correct. Himanshu Patel – JPMorgan: Fine, okay. And then just on YFV, you’ve got this, at least, on US GAAP basis, 25% revenue growth which is – China market grew 70%, I am just curious as you guys look at the kind of backlog in that business, is that sort of outperformance relative to the market by a factor of three or four, does that continue for the next – for the foreseeable future or are we kind of a in a extraordinarily strong growth curve that sort of starts moderating and then moves more in tandem with the industry next year?

To go forward, with respect to looking at 2012, with respect to YFV obviously being a subsidiary of a public company, I do believe there has been extraordinary growth in YFV over the last several years, not only from a content per vehicle, but also just expansion of the business with the automotive goals. I think it will ultimately even out, I think which we’re seeing in the recent performance in some cockpit assembly revenue, our material line. I think, overall, I think you will see that start to pencil down in the out years. Himanshu Patel – JPMorgan: Okay. And then just lastly a question for Bill or Don, there has been – you guys have indicated a lot of comments at your Analyst Day about cash use and why you may now want to buy the stake immediately, and I think you’ve alluded to acquisitions as part of that, I am just curious, what are you – first of all, how active are those potential opportunities on the acquisition front? And number two, could any of these big or are all of these bolt-on acquisitions?

Himanshu, it’s Don. What we stated is that we thought that there would be activity in the M&A environment over the next two to three years and that we wanted to be in a position that we would take advantage of that and that we would participate in that in a thoughtful and disciplined way. And so, from that perspective, we are adhering to that discipline and as we look at opportunities to both acquire as well as divest. Himanshu Patel – JPMorgan:

It’s important to us to maintain the flexibility that we have. Himanshu Patel – JPMorgan: Okay. And then, I’m sorry, just one more, if I could sneak in a housekeeping, on slide in the electronics segment, I noticed, Bill, there is a $10 million currency benefit at the gross margin line on $26 million currency related revenue uptick, that’s quite a large drop through for what I would have thought is FX translations over this and hedging, is there something weird going on there?

As I said, there are some hedging gains in there, but it’s fairly diminished obviously, given its exposure to Europe. You did a pretty through with respect to currency impacts. Himanshu Patel – JPMorgan: Okay. Great, thank you.

Your next question is from the line of Kirk Ludtke with CRT Capital. Kirk Ludtke – CRT Capital: Good morning, everyone.

Morning, Kirk. Kirk Ludtke – CRT Capital: I guess following up on the contribution margin theme, given there is so much in this in Asia, would – should we apply an above average contribution margin to the backlog?

I mean – Kirk, this is Bill, I’m sorry. You are asking with respect to the business ones? Kirk Ludtke – CRT Capital: Yes.

Yes, from a new business line perspective. Kirk Ludtke – CRT Capital: Yes.

Yes, I think the financial performance of the backlog will be stronger than the current programs as they come on. However, as we outlined in the Investor Day by product line, the capacity utilization in Asia is at a higher level than in other spots in the world. So, there is going to be additional investment there to co-owns a lot of that programming. Kirk Ludtke – CRT Capital: Okay. With respect to the Spanish facility, are those products going to be transferred to other Visteon locations, or do you wind those or would you exit that – those products altogether so that whatever $150 million, $200 million in revenue, does that go away, and if so, over what period of time? Could you give us a sense what the margins are?

By the way, I won’t give you a sense what the margins are, but it’s essentially both, a number of those programs have been transferred to other Visteon locations where they’ll run out there and then some have already – are already running out as speak. As we’ve entered the summer period here, as you know, a number of the programs, and OE programs transfer over at this time of the year/. And so that’s really the impetus for the facilities, the significant loss of programs in this time period right now. Kirk Ludtke – CRT Capital: Okay. I guess really asking in another different way, is this a facility that’s losing money such that, it’s an addition by substration.

No, it’s – the history of this facility is that it’s not – it has not been a money loser. We used to in the older days – had product in it that was very profitable for the company. This is clearly just a situation where we do not have product to put in as these programs wind themselves down.

So, Kirk, this is Bill. In a nutshell, what you are looking at is, a large facility obviously employees and a product line that we are obviously not necessarily high positioned it. So what is occurring here is that order book has been going down over time. There is not follow-on business to go into that facility and given the size of magnitude of that business or that facility. Any business that we have is much better suited for smaller facilities as we look to run up a business over time. Kirk Ludtke – CRT Capital: Okay, great. Thank you. And I just had a follow-up to the earlier Himanshu’s question about the commercial agreements, was the idea there that you – the second half – the second half bridge will drag from commercial agreements of $12 million?

If you look from first to second, there will be a drag sequentially. Kirk Ludtke – CRT Capital: (inaudible) sequential bridge and how about the year over year bridge?

Year over year will still be a drag. So from a year ago, we had about $45 million, $46 million in commercial benefits largely around, what I call, accommodation agreements pursuant to the bankruptcy and then on a full year, here we are looking at about $40 million – $39 million to $40 million. Kirk Ludtke – CRT Capital: For the full year?

For the full year. Kirk Ludtke – CRT Capital: And you had about $9 million in the first half?

The first half and our first half results, we had $25 million. Kirk Ludtke – CRT Capital: Okay. Let me also revisit that. Okay, great. Thank you.

Your next question is from the line of Jason Alper with BTIG. Jason Alper – BTIG:

Hi, Jason.

Hi, Jason. Jason Alper – BTIG:

Yes, this – I mean, this is Bill. I think if you take a look at our first half performance first half performance with respect to EBITDA probably at about 8.7%. If we look through our seasonality, our first to second halfs, first half has always been a stronger half for us. Second half will be somewhat diminished. And I think if you take a look at that $4.2 billion and assume our $8.1 billion. We are looking at about a $300 million reduction sequentially, first half to second half. There is going to be a contribution margin impact on that. I think also, if you look to Kirk’s question on commercial agreements, first half to second half. There is a net drag. And so, the first half ate about $25 million in commercial agreements; second half, about $15 million or $14 million is expected. So that is going to drive about 40 bps first half to second half. And the other piece, as we look to our SG&A and R&D functions and capabilities, we are looking at a fairly stable environment first to second half. So, as we see obviously a drop-down on sales versus second half, there will be somewhat of a margin from adjusted EBITDA percentage as well. Jason Alper – BTIG: Tell me about the revenue bump you this quarter, I believe it was $250 million of incremental new business, is that right?

That new business wins in the quarter. Jason Alper – BTIG: Is that $250 million, is that a net number, or is that a gross number, by the way?

It’s a new business win, so on a gross basis, it would not include any business losses. Jason Alper – BTIG: Okay. Is there a net number that you can provide and also, if you can comment on whether that level of win is transferrable on the quarters’ head or is it a one quarter type of event?

Well, I mean in terms of the new business wins, we had a little over $300 million in the first quarter. So, this is a little bit shy of that. I will say that given, as I mentioned in my comments the fact that we’ve emerged, that we’ve got a strong balance sheet. We have a technology portfolio that fits where the customer is going as well. And then, we also have our global footprint. The amount of quotes that we are seeing and participating in is much, much higher than it has been in the past few years. So I would expect that we continue to win new business kind of in this level. Now, again, certainly I caveat all that with – the awards come and the awards come, we don’t control that, it’s sourcing decisions by the OEs and I don’t know exactly how those fall in terms of per quarter as we look out. But we are very, very pleased with how we’ve done this quarter. Jason Alper – BTIG:

If you look at – this is Bill – if you look at our revenue streams. You think about contracts in general about five years. You got to be replacing, if you will, if there are replacement programs, let’s say about %1 billion or so as you kind of move forward. So, from that perspective that’s kind of that re-win, because you’ve got programs that roll off. So, from a perspective, that’s kind of the bug you’ve got out there.

Jason, these are new business wins. So this is business that we currently do not have in a portfolio. Actually, the portfolio, it’s currently a program that we don’t have – or we are not incumbent on. Jason Alper – BTIG: So these are a new bit rate. What I was trying to get at is, are there any significant losses that you can anticipate coming forward that you can disclose or talk about?

Jason Alper – BTIG: Fair enough. Thank you very much.

(Operator instructions) Your next question is from the line of Colin Langan with UBS. Colin Langan – UBS: Good morning.

Hey, Colin. Colin Langan – UBS: I had a question on the – we are talking about the commercial agreements, how long do these payment wind-down business continue. I actually thought I (inaudible)

There are two sources, two sources, you’ve got two sources of these. A year ago, obviously being in Chapter 11 and in particular in North America, we were able a number of businesses, plans so and so forth. We had accommodation agreements. So those agreements were obviously with customers for which we were largely exiting a number of plants in North America. That’s was under the Chapter 11 process. Concurrently, we are always going to have some promotional agreement settlements with customers. So, first on that this year is that. But the other piece of it Colin is and we talked a bit about this in Europe, while not under US umbrella, if you will. There had been some fairly significant restructuring of the business relationship within our interiors product group and that business relationship with customers they serve. So, there has been some ongoing business arrangements that are benefitting 2011, there was some benefit action in 2010 and probably we’ll continue to benefit in 2012 moving forward. Colin Langan – UBS: When you are restructuring the relationships, I mean, you’ve changed the pricing terms of the contract. Are these by permanent or these are one-time type payment?

These are more – they are chunky in terms of quarters, but they are a – are going to be from our perspective certainly ongoing in terms of that product and represent, reimbursement of expenses as well as pricing, etcetera. It runs the gamut of the commercial relationship. Colin Langan – UBS: Okay. And I haven’t gone through the changes, but the – I mean, it looks like they actually have – what happened with the new product lineup, which become bigger and which become smaller from the recent alignments, I would say electronics (inaudible)?

Right, Colin, it’s Bill again. If you – and we know we provided a lot of information with this transition, but we think it’s a very important transition not only for the company, but for the market with respect to oppositions in various product lines, if you will. So, lighting was carved out of electronics, right. By that, to your point, that would diminish the electronics business. Concurrently, they were also carved out by the electronics business that went to climate. So, climate got larger, lighting came up, electronics got smaller, interiors (inaudible) Colin Langan – UBS: Okay.

Colin Langan – UBS: So, with that carved out is now a smaller percent of your climate revenue because there is now more consolidated (inaudible) in that division?

Correct. Colin Langan – UBS: Okay. And then – I mean, I am not sure if I missed those (inaudible), the large swing in interiors, the 9.3% gross margin, I mean, obviously it looks like the commercial agreement helps, but that’s well above your 2014 margin guidance for that segment, so how should we think of interiors going forward, I mean is this 9%, 8%, 9%, is it same for – on the near term?

– : Colin Langan – UBS: Okay. I mean, the $24 million, because it – on the 514 [ph], instead of commercial agreements of $9 million, the $24 million is a different number.

$24 million is the absolute, the $9 million is the variance to the prior year. Colin Langan – UBS: Okay, $9 million. Okay. Alright. And then, just lastly – well, yes, just lastly, I mean, looking at your EBITDA guidance, I mean, the first half, it looks like it’s up around $30 million or $35 million year over year. Your guidance did imply it’s up only $20 million in the second half. So, what are the major items that would sort of slow the rate of improvement for the second half?

I think I tried to highlight some of that with respect to second – with respect to the topline. Obviously, the benefits of commercial agreements will be a headwind to feel first to second. And I am still overall positive. And I think the third thing with respect to lower sales volumes, we look to see probably a stable environment from an engineering perspective, as well as SG&A first to second, just going to be a obviously a pressure on margin percentages and absolutes in the second half. Colin Langan – UBS: And commodities, is there any change?

You see we provided an update with respect to from our prior outlook. Colin Langan – UBS:

$: Colin Langan – UBS: And what – year to date, how much has commodities been a headwind?

Commodity has been a headwind of about $15 million year to date. Colin Langan – UBS: Okay. Alright. Thanks for taking my questions.

Thanks.

Thanks.

There are no further questions at this time. Mr. Lewis, you may proceed with any further comments or closing remarks.

We just would like to thank everybody for joining us in today’s call. And Alice, we can go ahead and close the line down now. Thank you.

Ladies and gentlemen, this concludes today’s conference call. Thank you for your participation. You may now disconnect at this time. Good day.