Good morning, and welcome to Visteon's First Quarter 2015 Earnings Call. All lines have been placed on a listen only mode to prevent background noise. As a reminder, this conference is being recorded. Before we begin this morning's conference call, I would like to remind you 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 statements. Please refer to the slide entitled Forward-Looking Information for further information. Presentation materials for today's call were posted on Visteon's Web site this morning. Please visit www.visteon.com/earnings to download the material if you have not already done so. I would now like to introduce your host for today's conference call, Mr. Bob Krakowiak, Visteon's Vice President, Treasurer and Investor Relations. Mr. Krakowiak, you may begin.

Thank you, Brent. Good morning, everyone. Joining us today are Tim Leuliette, Visteon's President and Chief Executive Officer; and Jeff Stafeil, Executive Vice President and Chief Financial Officer. We appreciate your interest in our company, and thank you for joining us to review first quarter 2015 results. We have scheduled the meeting for an hour, and we'll open the lines for your questions after Tim and Jeff's remarks. Please limit your questions to one question and one follow-up. As previously mentioned, presentation materials associated with today's call are posted on visteon.com within the Investors section. Also note that our Form 10-Q was filed earlier this morning with the news release. Again, thank you for joining us. And now I will turn it over to Tim.

Thanks Bob, and good morning, everyone and welcome to our call. I'll really jump into the material on Page 2. This was a good quarter for the company. We delivered strong results in the quarter on a consolidated basis looking first at the conventional and historical view of Visteon which includes HVCC which was still consolidated in our revenue $2 billion of revenue with 189 million of EBITDA, adjusted free cash flow of 139 million and earnings per share little over $2 a share. On a net-debt basis obviously a strong balance sheet our healthy EBITDA to net-debt is 0.1. We just also announced that we completed our accelerated share buyback program that we initiated about a year-ago. The majority of these shares have been returned already and have been included in our numbers but about another 10% of that was just recently completed, so that program is behind us at an average price of $96.72 a share. If we look now separately what I would call the new Visteon the post HVCC's sale Visteon which includes electronics in the remaining corporate component that was also a very strong quarter. Sales of 781 million at an adjusted EBITDA of $84 million above our all-time records for any quarter. And should we have been a standalone business that would have been $0.84 kind of earnings per share number. The quarter was driven by a lot of aspects stronger revenues and we expected some good performance compared to store level, and SG&A performance we had some one-times not significant, but we also were facing some significant foreign exchange headwind which makes the performance all that much better. As we looked at the performance and as we looked at exchange and we looked at the lot of aspects we have decided to update…

Great. Thanks, Tim. Good morning, everyone. I'll start my comment from Slide 11. Here we show our key financial results for the first quarter of 2015 compared to the first quarter of 2014. As we had explained on prior calls our financial results are impacted by a number of items that make year-over-year comparisons difficult. The adjusted financial information presented on this slide exclude these items and represents how we manage the business internally. As non-GAAP financial measures, this adjusted financial information is reconciled to U.S. GAAP financials in the attached appendix on Pages 27 to 29. Additionally, year-over-year comparisons were impacted by a number of transactions including the acquisition of Johnson Controls Electronics business in July 2014 and the acquisition of Cooper Standard's Thermal & Emissions division in August 2014. These transactions resulted in significant year-over-year increases in sales, adjusted gross margin, adjusted SG&A and adjusted EBITDA. Lastly, as we explained in previous calls we have request by the majority of our interior businesses discontinued operations in our financial statements. Our income statement has been adjusted to exclude interior specific income and expense and interior's net profit has been reflected on one line as discontinued operations. The financials on this slide exclude discontinued operations with the exception of the free cash flow and adjusted free cash flow numbers. Adjusted EBITDA was 189 million in the quarter compared to 161 million for the same period last year. The 28 million year-over-year increase reflects the impact of JCI Electronics acquisition and improved electronics performance. Currency unfavorably impacted first quarter results by 24 million versus last year. Adjusted EPS was $2.04 in the quarter compared to $0.65 in the first quarter of 2014. The year-over-year increase reflects higher adjusted EBITDA, lower taxes and lower shares outstanding. Tax expense was only one million…

Thank you, Tim and Jeff. Brent, please open the line for questions.

[Operator Instructions]. Your first question comes from the line of Colin Langan with UBS. Please go ahead with your question.

Tim, can you just give an update, you announced that you went down your [comprehensive] share. What is the status of [absorption] and what is your outlook in terms of follow on you are going to stay with the company at this point?

As we said, Colin that I'll be staying on until we find a successor, we're in that process but nothing new to report. I won't leave until we find somebody that we're all comfortable with. And you'll be the second to know, we'll get that process done and then announce. But in the meantime, we're -- as you can tell focused specifically on the business and the running of the business globally in the HVCC we've done.

And then on the buyback of transaction. Can you give any color in terms of how you're thinking about between buyback and special dividends and in particular on the special dividend, would you do the taxable dividend before the return of capital of that or has to wait next year but how should we think about the priorities there, what would come out on itself.

First of all, I'm not going to give you any more color on the breakdown but to sit back and say, if there are elements that are taxable now as oppose to taxable later months will given done now, given behind us, so I think we're in condensate of at least some of that process. But again you're within a couple of weeks, so I'll give you some much more extended detail when we're ready to go to level process. No more color just few weeks.

And any color, what's going on with the taxes, it seems like this quarter was quite good but it looks like your full year tax guidance was up -- anything unusual you have on income tax front?

Yes, I mentioned there in my comments and quickly Colin but we had a reversal of 33 million of tax expense in the quarter relating to anyways, we'll see accruals for uncertain audits. We had favorable completions to those audits and we're able to reverse that accruals, so the tax expenses are normally low with $1 million on number I think in the quarter.

But -- it looks like your full year guidance actually went higher, is that wrong?

I mean we do have some more EBITDA, but I think lot of that benefit we had won't make itself into corporate and electronics it will probably be attached to our discontinued operations Colin. In other words part of the climate business for HVCC that will move to discontinued operation.

Your next question comes from the line of Brian Johnson with Barclays. Please go ahead with your question.

I want to focus more strategically on just the electronics business not get into the capital allocation and merger and all that fund stuff. But just kind a think about this business that people are evaluating where they want to own to the next several years. So few questions, can you give us a sense of how are your CPV is developing particularly as I look through the words on Page 9. Are we seeing the movement either in the production or in the orders or even in if not that in the pipeline towards, we can figure more dashes with in driver information systems with the higher CPV?

Good and I'm glad to talk about some of the size proceeds, appreciate your question. The content that we're seeing and I mentioned earlier that the momentum of new and re-win business in 2014 is continuing in the 2015 and it's very rare if the replacement product is in a lower price, there is additional content usually throughout the applications. But you are also seeing new stuff, we mentioned in the past SmartCore, SmartCore is a much higher vehicle content product than historical more than just a reconfigurable cluster. So we’re seeing added content. So I think in the case in point there is on a $3 billion business base with 1.3 billion win of which 800 million was new business, you are seeing us grow faster than vehicle build and that’s driven by either share or content and quite honestly it's both overtime. As you get into the 2018 2019 perspective you see that there is a lot driven by content. I think one of the metrics and we talk about it internally is being more exclusive on content per vehicle and live with those trends and now that we’re just a single focused product which is electronics we can probably do that in more easily and we'll talk about being more public about that type of information. But it's all headed in that direction. We’re not wining business based on customer pricing, this is all technology driven game, and that technology game implies that there is more content as you move up. And even on these vehicles here and I'll give you some point there is -- we had a vehicle application between first let's say generation 1 and then about the generation 2 in the next platform is that the cost of our components went up $50 per vehicle. The plastic basals and surrounded to support that went down by $50 because for the consumer he did not see difference in the cost base of the OEM they didn't see there were some cost base but our component our portion of that went up considerably and we’re seeing as we look throughout many applications that type of story.

And do you need a vehicle re-launch to do that or can it be a vehicle mid-cycle refresh where the driver information could be brought into the modern era?

Good question. I think from most of our customers they focus on new platform launches is being a place where they want to go do this and again no matter how fast and how aggressive we would like to be in moving to a connected car software world because I said the first that we need in the connected car is a connection and that takes 4G LTE and we’re really only 4G LTE in the U.S. for the most part. So some of the vehicle global platforms that we’re seeing are evolutionary in many instances but the content continues to increase. There are vehicles and we’re involved right now as one of the customers who is doing a mid-cycle update on that, but that’s more rare, it's typically done in vehicle platforms where there is major launches and if you look at our vehicle awards typically where the bulk of our business comes from is when there is a new vehicle platform.

So that’s the revenue side, on the margin side your implied guidance seems to be about 10% for this year. I guess two questions around that, your long-term implied outlook is also about 10% for 2018, does this imply that potentially there could be upside to that and how does that -- is that being driven at all between where the margins were at the JCI, your legacy Visteon your legacy JCI and then this new business we've been talking about.

Couple of points. I think mentioned back in the January conference that we saw the 40% increase in EBITDA between over the next three years four years to 2018 as being probably sub-standard and that was potential further updating event. And it was driven by respect from SG&A situation. I think we focused the last discussion we had Jeff went through an SG&A conversation and we will continue to focus on SG&A as a potential to improve the overall margins to the company, because we know we’re still little heavy there. The other issue too is that no matter how focused we’re and how much we've discussed the JCI acquisition this is only the third quarter that we've reported since we've gotten the keys. And as we learned about the company we see further areas of opportunity obviously we saw some strength in the first quarter because of some optimism. But at this point in time we would like to look at the quarters and year we will have to see if there is any upside potential there but again remember as Jeff said there always is a typical softness in the last half of the year which works its way through margin, so you'll see some stronger margins in the first half of the year and you'll see some lower margins in the second half of the year. We ultimately know that we’re going to be at double-digit margin business here and I think that will flow out and will update the market as opportunities present themselves and as we get more comfortable with the business. There is two things for a successful acquisition, one is buying at the right price and the second is executing the game plan to integrate it. We are in the middle of that second process. Now I think we've bought the business right, we’re in the business of executing our integration plan. I am pleased with the process and the progress, we’re confident and we have some good performance in the first quarter let's just see how the year progresses.

And just final kind of more short-term question. What would happened to your electronics margins if the euro strengthens a tiny bit by the end of the year, does that become a tailwind or vice versa if it continues to be another headwind.

Definitely. We're only partially hedged and you can see on the one slide, we've provided there, Brian its highlighted some of our foreign exchange and it would be tailwind if we move that, on Page 21 I guess.

We have a 1.10 assumption in for the year.

And every one penny of strengthening is about $3 million or actually it goes in both directions before considerations of any hedges on an annual basis.

Your next question comes from the line of Matthew Stover with SIG. Please go ahead with your question.

I have two questions, one mechanical. If I look at the FX through the electronics business, you called out 27 million impact and assume that's for the full business. If I just to apply half of that to the historic YFV the stand business would that but that the appropriate?

To the historic YFV businesses?

YFV and Visteon business, are even non JCI Electronics piece.

Yes, probably that's about right. European -- it's all really driven by Europe sales and the Visteon business and the JCI business we're roughly about equal.

So if I look at that it's probably about 10% organic growth in the quarter for that business.

The quarter, the exchange masked some descent improvements in sales because of what happened this year.

Second question is this on the increase in the 50 million in EBITDA I recognize that portion of that is a result of what happened in the first quarter. But what are some of the other things that we should think about are driving the back half for the years, is this just programs are loading quicker than you expect or is that mostly the SG&A improvements are coming in a little quicker than you expected?

The few things, I'd say, not as much to do with SG&A. I think our engineering efforts have performed well both on the direct cost as well as general recoveries from our customers. Second thing I'd highlight with be the four-wall we called the four-wall margin or operating margin in the plants. The plants has performed well so that assumption of getting and finding synergies on things like material and taking best practices from the operating factors to and applying at we've seen good results there as well. So, I think we have more opportunities we move forward but some of the things have moved a little quicker than we had originally put in our plans.

Matt, just replying on that, as you know we did a sort of forced integration here quite quickly once we get the keys. And as we went through that the best practice issue is we try to implement quite quickly, and we're finding some areas that we're greater than our expectations as far as opportunities you're trying to see those flow through. And that's the kind of thing that it's penny here and penny there add up.

Your next question comes from the line of Ryan Brinkman with JP Morgan. Please go ahead with your question.

Just regarding the better quarter that the better electronics EBITDA in the quarter, one reason that's excited on -- in the Slide 14, you talked about the synergies with JCI. And I imagine that is coming from the full year increase to. So I'm just curious, if that's related to more to a sooner than expected realization of the same total amount of expected synergies over time or could it instead pertains an increase in the total expected synergies over time, therefore providing a reason to think differently about long-term targets.

Ryan I think that's -- as obviously we're continuing to work these businesses. As Tim mentioned, we've only been under common ownership for three quarters. And we're continuing to drive the team and -- I'd say there is a lot of opportunity in this business. At the end of the day that opportunity, the sales piece and the excitement we really have is over the future sales portfolio. But I'd say we're operating well, I think we have ability to that operate a bit better. I think it's a little too early a little too premature to give you an indication of whether or not we can upsize the synergies but we're continuing to look for every avenue we can in the business and are encouraged by what we've seen so far.

I think none of us are satisfied with the performance of the business where it is. So, we'll focus -- and can focus on continued improvements but again three quarters is all we had business which I've said, so we're learning as we go.

And then just one quick one I guess on tax impact of that capital return. Firstly do you have any greater clarity from the IRS in terms of how much of any dividend payment 2016 would be considered qualified tax above versus tax return? And then at the time of 4Q call, I think there was like a $500 million range in there. So secondly if you don't have that clarity, do you expect get it at early June. And then thirdly, if the amount is determined -- that's determined to be qualified tracks at the low end say 500 million or the high end 1 billion. How that factor into your thinking of by that versus dividend?

The first piece of your question would be if we tighten the range. The concept is still there that -- to the degree we would pay a large dividend, it would be better from a pure tax standpoint to pay the majority of that dividend in 2016, because of what we explained in the last call the dividend would be characterized. The range that we put forward, we’re continuing to work to tighten that but it's not so much of the discussion with the IRS this is as looking through all the opportunities we have on tax planning. There is a lot contemplated transactions that I brought you through in my words, some of those transactions will perhaps bring about additional tax attributes that factor into that analysis so I think not so much because there is IRS clarity or other things but as we move forward with the business on some of these transactions it might unlock opportunities for us to maybe have a better tax picture. So I think those ranges are probably still the correct ranges to use and the reason that they are wide is not for necessarily a lack of sharpening our pencil but the lack of pure clarity of exactly how all those transactions will manifest themselves and what tax attributes will fall out of them that we might be able to use to mitigate some of the proceeds and provide a better tax answer for the shareholders.

And then just lastly wondering if your -- infotainment competitors Harman recently closed on some technology company acquisitions in the area of the updating acquisitions upward development et cetera to enhance it and put in offerings. Curious in how you think about acquisitions going forward, I ask in part because the JCI acquisition was highly accretive of Harman's acquisitions really not some up near-term. So I think probably reflective over the fact by development stage technology company, you're expected to pay large premium. So just before all of your acquisitions would be accretive in year one without synergy, maybe you're at a different point in the company stage, are you considering technology tuck-ins and would you be willing to modify that earlier self imposed condition of immediate accretion. And do you need those additional technologies to compete or do you think you have everything that you need in-house currently?

Overtime, there will be opportunities to grow the business vis-à-vis external growth and M&A. There are areas in the software side and we’re obviously are interested in as you have seen over the last year or so we will do partnerships relationships with times take out some assets I think we will continue to do that. Overall we believe the balance sheet allows us to go do the kinds of things, this company still needs to go do, if there is something significantly larger that makes sense it’s beyond the balance sheet that we have today money is always available that makes sense. The issue of being accretive in the first year and would hold on that I'm not going to say yes I'm not going to say no but I will say this any acquisitions are done by this company by me by my successor anyone else I think you seen a discipline here by the Board and by the leadership team here to make sure there is a value creation story here. And the value creation story is permanent and as those opportunities present themselves we will look at it -- I think that with the growth we have internally today we have got a lot of internal momentum, it's technology driven, there is areas where we need support of help we can relate to that through the partnerships as I said and relationships but there is a tremendous amount of momentum here in the short-term which I think and given the fact that we’re still integrating JCI we will be hesitant to go do something large just in the very nature of digesting what we have.

Your next question comes from the line of Chris Van Horn with FBR Capital Markets. Please go ahead with your question.

Just had a quick question on the -- you said that the pipeline and it gives the existing new business wins you guys are highlighting. Could you just give me sense of we think about it is a similar split of just looking at the new business or the pipeline coming up, is there some more split in terms of customers regions. And then if you could give us some additional color of when you're seeing new business wins is it core products or is it products kind of introduced or developed in the past one year to two years?

Chris good question. First of all I would say over the next few years the majority of the growth is Asian based and that just was what was in the pipeline and that was what was awarded. So there will be a skewing of business awards sometime about '16, '17 that are more Asian based, and as I said earlier in my comments we will see that piece of the pie go to more Asian. And that’s not for any other reason that just that’s the way the platforms are being awarded what happens as you get into '18 and '19 you will see more global platforms that may have been a decision made in Europe let's say but that they are build around the world. Typically and as again I commented earlier you will see major changes in content typically associated with platforms and there are some new major platforms in the 2018 2019 range that are significant step ups in content. And that’s just the nature of their cycle. So those products that are going to be launched in 2018 were first shown to the customer in 2014. And to be shown to the customer in 2014 they had to spend some sort of just gestation time earning time inside our own businesses. So they are much more advanced in and stuff is in production today, but again I think we need to go to the lead times that the industry has. We could be in a position to invent and launch product within 12 months but our customers are not ready for that, our customers still goes through a vehicle development cycle, a launch cycle and the testing cycle that puts us into depending on the customer somewhere between 28 months to as much as 42 months cycle, and that’s just the nature of our industry. There are exceptions for that rule but they are not big enough to move the number considerably. So we’re trying to compress the development time, we’re seeing obviously great interest in compressing development time but in the end the development time of our products is not driven by the gestation and improve our time at electronics per se it's driven by the development of the vehicle and the [output] of the vehicle which is a much more complex and longer development cycle than we quite honestly need ourselves.

And just looking at the customers it seems like there is a lot -- think of you guys had leveraged to Ford et cetera but it seems like there is a lot of more new customers on this slide, is that how you guys see it and is that how you see in the pipeline as well from a customer standpoint?

I mean Ford remains a large customer but you are seeing a lot of Renault business and Chinese business and other business, so while we expect Ford to remain and I think we showed this chart in the past that was in the January conference. We expect to see Ford remain a major customer of ours but it will decrease as a percentage just because of the bulk in the new wins that are occurring, a lot of that is Asian a lot of that is Europe that’s going to be -- if you will the traditional Ford share but we were winning businesses across the Board. Japan, China, Germany everywhere

I would like to thank everyone for their participation in today's call. If you have any additional questions please feel free to contact me at your convenience. And I'd like to turn it back over to Tim for some final comments.

I want to thank you all for your support and your investments for those that are already into the Visteon share. We have had a good quarter. I think the most important part here is to get beyond the good quarter of financial performance or good strategic nature of the business; we have over the last few years repositioned Visteon to be a major player focused player on the electronics world. The customer reaction has been strong, and the integration of JCI is working well. The HVCC transaction should be closed within a few weeks and we will enter new chapter for this company with high growth and a very strong balance sheet. So we appreciate your support through the years. And we look forward to a prosperous future.