Okay, thank you. Welcome everybody to the conference call.

before we begin today’s call, I will read through the Safe Harbor language as usual. Merv will then give a brief company update and then I will take you through our results for the second quarter of 2012.

And at the end we will take time to answer your questions.

With that, I would like to remind you that this conference call contains forward-looking statements, actual results may differ from anticipated results because of certain risks and uncertainties. This may include, but are not limited to expectations for future periods with respect to cost savings initiatives, financial covenant compliance and liquidity, new product initiatives, economic conditions in the markets in which CVG operates, fluctuations in the production volumes of vehicles for which CVG is a supplier, risks associated with conducting business in foreign countries and currencies, and other risks detailed in our SEC filings.

And with that, I'll turn the call over to Merv.

Good morning and thank you, Chad, and thanks to all of you who have joined our call today. Our second quarter is the best described as non-eventful and that can be a good thing.

Class 8 North American vehicle build levels were relatively flat from the first quarter, but remained solid overall.

Recent discussions of softening build rates in the near future do not cause us panic. We continue to believe the Class 8 market is adjusting and will deliver a good year for the industry in 2012 and over the next few years.

Our current production level remains healthy and we feel confident that the current levels plus or minus 10% put our operations in something of a sweet spot.

Our current anticipated build rate for 2012 is approximately 280,000 units for the year. We believe in 2013 it will be in the range of 260,000 to 280,000 units, which as I just mentioned remains in the sweet spot for operations.

If we look back to 2009 when the build rate was 118,000 Class 8 units, these numbers would have looked fantastic and we believe they are. Our other end-markets including construction continue to remain strong in the first half.

Our global construction revenues increased by nearly 10% from the first quarter of this year, led by product growth in the U.S. and Asian markets.

Traditionally, our construction business has been stronger in the first half than the second half. We currently believe dealer inventories are set and the construction surge for the year may begin to subside.

The Asian markets, as everyone knows, has seen a decline in its growth in China. As we have previously indicated, we are a new entry in a very large and expanding market.

Our products there are earning a solid reputation and we still expect to meet our market penetration goals in Asia.

As part of our commitment to finding the right acquisitions, Dean Vomero has joined CVG's leadership team as Vice President of Mergers and Acquisitions and Business Development. In his new position, Dean will oversee CVG’s effort to identify and acquire strategically-aligned global business opportunities.

He will also manage the company’s continuous improvement programs. Dean brings more than 20 years of financial and operational expertise across multiple industries to CVG.

At the end of the quarter, we had $87 million on the balance sheet and no debt borrowed from our revolving credit facility. We feel we are in a great position to seek new business opportunities on a global basis and I can assure you we are aggressively pursuing these opportunities.

From an acquisition standpoint we will examine any opportunity we feel has the potential to add shareholder value. We are still primarily focused on emerging growth in markets such as China, India, Brazil, but would also consider opportunities in Russia, Europe and North America if they fit into our strategic business model and add shareholder value.

We think that given today’s valuations, some interesting opportunities might be found in Europe even though it’s a mature market. You have seen in recent announcements we are moving to a new facility in L'viv, Ukraine.

The new facility will replace CVGs current leased building in Podilsky, Ukraine and will also be leased. The new 86,000 square foot building will produce wiring harnesses and other electrical distribution products for both light vehicles and commercial vehicles such as heavy truck, construction equipment.

Pre-launch activities are already commenced with a formal opening scheduled for October 2012, when total employment is expected to be 125. With current orders we should see employment rise to approximately 650 by the end of 2013 when all work is launched or transferred to the new building.

The new L'viv building plant will produce wiring harnesses for Webasto [ph], Continental, CVGs new Skoda Auto contract which was announced in November 2010 and set to begin production in 2012.

This new plant, which has space for growth, puts us in an area that has a very stable and capable workforce. We feel it will keep CVG more competitive in the euro zone and help us pursue new business in a developing part of the world.

We also anticipate it will result in better customer responsiveness and reduce freight cost and accelerate lead times in inventory turnover.

To recap the quarter, this was another consecutive quarter over -- quarter of top and bottom line growth. We are extremely pleased with our performance.

Class 8 build levels remain solid and despite any negative thoughts on the market even with a moderate dip is still performing well. The construction market continues to be solid for us on a global basis and accounted for nearly 24% of our revenues this quarter, while North America Class 8 sales were approximately 44% of our revenue base.

We plan to stay focused on our vision expanding our global footprint, our product portfolio and our customer base. As always we will remain focused on keeping a lean, flexible cost structure in CVG as well as solid and sustainable financial foundation and we trust that our shareholders are pleased with their continued strong performance and growth initiatives.

At this point, I'll turn the call over to Chad for a financial review.

Thanks, Merv. Our revenues this past quarter were $242.7 million which is an increase of $36 million or 17% from the second quarter of 2011.

This increase is primarily the result of our global OEM truck market revenues which increased nearly $26 million or 26% from the second quarter of 2011.

Our global OEM construction revenues also increased approximately $8 million or 16% from the same period last year, while our other end-markets collectively increased an additional $2 million. This increase in our other end-markets was primarily related to strong orders for aftermarket and bus products, offset by a slight decrease in our military market.

Operating income was $19 million or 7.8% of revenues which is an improvement of approximately $7.7 million over the prior year period. Included in cost of revenues in our second quarter of 2012 is an expense of approximately $398,000 related to the mark-to-market of our foreign exchange contracts.

Excluding this mark-to-market expense our contribution margin was 22% on the change in sales year-over-year.

Sequentially revenues were up approximately $5.7 million from the first quarter of 2012 with an operating income increase of $500,000. However recall we did have $865,000 gain from the mark-to-market of our foreign exchange contracts in the first quarter of this year and a $398,000 expense during the second quarter.

Excluding these mark-to-market impacts, our operating income increased approximately $1.7 million on the $5.7 million increase in revenues for a contribution margin of 31% which we are extremely pleased to report as we continue to focus on achieving continuous cost and performance objectives.

Depreciation and amortization was $3.3 million and capital spending was $4.5 million for the quarter. Tax provision for the quarter was better than expected and is primarily related to tax expense for our foreign operations as well as release of certain domestic tax valuation allowances during the quarter.

Looking towards the balance of 2012, our estimate for tax provision at this time is in the range of 10% to 15% of pre-tax income as we continue to monitor the status of our valuation allowances as we progress through the year.

From a fully diluted EPS standpoint the quarter came in at $0.46 which we are again proud to report is our highest diluted EPS level since the fourth quarter of 2006. As of the end of this past quarter, as Merv mentioned, we had a cash balance of approximately $87.6 million.

This cash balance combined with our ABL revolver capacity means we have nearly $125 million of liquidity immediately available as we continue to look at strategic opportunities.

Our liquidity and cash position has been the subject of several questions regarding our plan for the use of cash we have on hand. We can tell you that we are very heavily focused on putting our cash to work in the proper manner including organic growth opportunities as well as acquisitions, both domestic and international.

And while these types of activities can take some time, it is our main objective to ensure we utilize it in the most efficient way possible not always be the most -- which may not always be the most expedient.

As we look to 2012, while we are not providing guidance, as Merv mentioned our estimates for Class 8 for North America units is in the range of 280,000. And while our global construction market has been strong through the first-half of this year, we currently expect our global OEM construction customers to be more cautious through the balance of the year and as a result we expect our construction market revenues to remain flat-to-down 5% from what we saw in the first half of 2012.

To recap, this quarter again marks our highest revenue, operating income and diluted earnings per share since the fourth quarter of 2006. This is also our 13th consecutive quarter of operating income improvements when excluding impairment and restructuring charges.

This is something we are extremely proud of and we will continue to focus on operating and financial improvements as well as our long-term growth strategy as we move forward.

And with that, we’d like to open up the call for any questions.

It's Mike Shlisky filling in for Ann this morning. So just let me get a little bit more color on what's happening in the North American Class 8 market if you would.

I know you guys are leveraged more and lasted various OEMs. Are you benefiting anything in any way from changes in market share between the main players in North America?

No, I mean, as you know...

I mean, in what way are you asking? Is it towards one -- is that towards one specific OEM you’re asking?

If there are any OEMs that are gaining share versus any of those that are sort of losing share? Are you more exposed to those that are gaining and less exposed to those that are losing?

Well, I think if you looked at our split, our biggest OEM is probably PACCAR followed by...

Volvo.

Volvo.

Daimler.

Mack and Daimler, and then Navistar I think, is the way it falls.

Yes, I mean to start with...

Well, that would be a good one for you to kind of look and see how the OEMs are doing. We can just tell you our numbers have been pretty solid.

Got it, got it. And I know you guys mentioned some color -- some great color on the construction markets in Asia and North America.

Can you give us any additional color perhaps on what's going on in the European market in construction?

Yes, it’s been fairly flat for us throughout the first half of this year and it’s kind of what we expect. I mentioned probably flat-to-down 5%.

That’s probably pretty accurate for what we are looking at European construction market as well.

Got it. So it’s more global then?

It is. The first half for construction for us is always historically a stronger period than the second half, but as we look out through the balance of the year, I mean that flat-to-down 5% is really more of a -- that kind of crosses the European, Asian and North American markets for us.

While we see China market being down a little bit. The rest of Asia has kind of been up, probably -- I would guess 7% to 15%.

Oh, okay. That’s interesting.

And then on your SG&A sort of your quarterly run rate, I guess once all these investments in the Ukraine and other new projects are kind of in the past, can you maybe get a sense of like what is your long-term sort of base run rate of SG&A outside of major investment-related SG&A?

Well, there is nothing hitting SG&A currently related to the Ukraine or any of those types of expansion program for Mexico, Beijing or Ukraine. That’s all hitting in cost of revenues.

Those are more production-related startup costs, Mike. Our run rate for the balance of this year is probably going to be -- first quarter and second quarter were pretty similar, we’d probably expect to be like that for the balance of this year.

We are doing a significant amount of travel, which would hit that a little bit because myself, Dean and Chad and couple of others have spent a lot of time looking for opportunities in Asia, and also with customers in Asia to finish rounding out portfolios and with business opportunities. Probably the first 2 quarters this whole team has spent a significant amount of time out of the country.

And in addition to that, with new program launches to the extent I mentioned that the new facilities going up, the piece that would hit SG&A is more the development cost-related type items, like design for new programs such as the Skoda or such as the Photon business for the Beijing expansion. So there is design work, engineering elements that do fall in SG&A, which is a little bit of a pickup that you see year-over-year.

But frankly, those are good things. So we kind of hope that doesn’t change.

We have a new tractor seat, I think we’ve announced the launch of -- and I mean there is just a lot of that, that’s going on. It’s all for part of what we talked about, sustainable future.

We’ve got to put people in place and with recent government programs and everything that are coming out, it takes a lot more effort to maintain and make sure that we run our operations the way we want to, very clean.

And to be able to do that, and still achieve our contribution margin targets, well, year-over-year in this case and even above it sequentially, we’re pretty excited about that.

Just wondering if you look at the growth year-over-year, even like quarter-to-quarter, how much of that growth is market growth versus just market outgrowth and just kind of some other commentary on kind of what pace of market outgrowth you guys are going to see this year relative to what you saw in ’11?

I think if you look at year-over-year, we try to do this by looking at what our content has been on construction and truck vehicles. I think you’d see year-over-year in this case it’s going to be in the range of in that 5% to 10% growth level.

And that’s with organic wins and increased content, which we kind of combined together. As the market upswings we do tend to get a little bit higher content products.

So those 2 combined are probably in the range of 5% to 10%, Rob.

Okay. So, it seemed like last year it was closer to like 10%, this year it’s probably trending closer to the 5% to 10%.

So you guys are doing a little bit better than the 4% to 6% range you usually guide to, right?

Yes, we usually go to the 4% to 6%, this particularly quarter year-over-year there is always some mix things that get in there, but that 5% to 10% range is probably pretty close to where we’re at.

And keep in mind that was with the pretty significant drop in military revenues from last year.

Okay. Do you know how much that was down?

Year-over-year, it was down about 15%, not a whole lot of dollars, it’s probably like $1.5 million, but down about 15%.

Okay, that’s helpful. And then looking at next year.

Do you’ve any kind of big contracts that are going to hit next year like the Photon business this year? And could you remind us how big Skoda is going to be next year, as well?

Well, both -- Photon is in the middle of a large ramp up this year, and Skoda is going to ramp later this year. So when you look at it year-over-year, the bigger impact for the full-year ’12 to the full-year ’13 is going to be those 2 big contracts.

Those are the 2 larger ones that we’d probably point to right now.

Photon has been really slow to ramp up, frankly because the China market has had a great deal of difficulty to get their -- same thing the U.S. went through.

Trying to get the fuel levels to match the engine levels. The engines are really -- have gotten there a little bit faster than the fuel availability.

Okay, that’s helpful. Then also, what was your outlook for 2013 again?

I think I missed that for Class 8.

260,000 to 280,000.

Okay. And then finally, what do you -- how do you plan on reacting to some kind of likely production declines and if we do see orders continue at this, like 16,000, 17,000 rate, what do you intend to do in North America to kind of react to that?

Same thing that we’ve always done in ups and downs, Rob. Frankly, we run with overtime and temp labor.

I mean, I think you guys have seen us react in those types of situations. But frankly, the numbers that we see out there and we believe internally, we’re not talking about dropping down from 77,000, 78,000 units in the second quarter to 30.

So we’re not panicked over that -- over what Class 8 is going to do by any means. And because we have that variable cost structure, we believe we can react to it pretty quickly if anything does happen.

But we just don’t see any major, major panic.

Well, keep in mind it's still 44% of our business. And it’s like anything else, if you got 44% of your business and it drops to 0 then you got a real panic situation.

If 44% of your business drops 10% then you have got things that you can adjust with and work with. And if you keep that in mind, in the past when we were -- when it’s 44% of our business or 75% of it in ’06 and then it ended it dropping by 65%, then that was kind of a panic situation and we reacted and we came out very strongly.

So with us right now, if it drops 10%, we’re still going to be in what we consider our sweet spot for our business and we do flex up and down very quickly, first taking out overtime, then taking out temps and then, if it gets down to it, then we take out other labor.

Okay. That’s really helpful.

And then finally, Chad, when do you -- do you think you’re still going to be reversing your valuation allowance this year?

Yes, I think in the last half of this year, Rob. It continues to be a moving target as you know, the 3-year look-back related to the impairments we took back in ’09.

So we’re going to continue to look at it. The best estimate I can give right now is just that we'll continue to be in that 10% to 15% range and if we get to a point where a valuation allowance reversal comes out then that’s where we will end up.

But we’re going to take a lot closer look at that as we continue throughout the balance of the year. It’s kind of the best answer I can give because it really depends on a lot of different factors and where ultimately domestic pre-tax earnings come in.

Okay. And then what you do to reverse that, what do you think the normalized tax rate is going to be?

I think we will be in that 35% range. If you took out our -- all of our valuation allowances, I think we will be in that 35% range.

Okay. Thank you and thanks, everybody, for joining the call and look forward to talking to you again next quarter.

Thanks, everybody.

Thanks. Bye.