Lear Corporation (LEA) Q2 2007 Earnings Report, Transcript and Summary

Good morning. My name is Kacy and I will be your conference facilitator today. At this time I would like to welcome everyone to the Lear Corporation's Second Quarter 2007 Earnings Conference Call. All lines have been placed on mute to prevent background noise. After the speakers' remark, there will be a question and answer period. [Operator Instructions]. Thank you. I would now like to turn the call over to Mel Stephens, Vice President of Investor Relations. Sir, you may begin.

Thank you Kacy and good morning everyone and thanks everyone for joining our second quarter earnings call. By now, you should have received our press release and our financial review package. These materials have also been filed with the Securities and Exchange Commission and they are also filed on our website under lear.com at the Investor Relations site. Today's presenters are Bob Rossiter, Chairman and CEO, and Jim Vandenberghe, Vice Chairman and Chief Financial Officer. And also participating here in Southfield with me on the call are Doug DelGrosso, our President and Chief Operating Officer, Dan Ninivaggi, Executive Vice President and General Counsel; Matt Simoncini, Senior Vice President of Finance; Shari Burgess, our Treasurer; Jim Murawski, our Controller, and Bill McLaughlin, our Vice President of Tax. Before we begin, I would like to remind you all that during the call we will be making forward-looking statements that are subject to risks and uncertainties. And some of the factors could impact our future results are described in the last slide this deck and also in our SEC filings. In addition, we will be referring to certain non-GAAP financial measures. Additional information regarding these measures can be found in the slides labeled "Non-GAAP Financial Information," also at the end of the slide presentation. Turning to slide number 2, here we show the agenda for today's review. Bob Rossiter will provide an overview of the company, including the current business environment and Lear's business plan for the future. Then Jim Vandenberghe will review our second quarter results and update our financial outlook for 2007. And following the formal presentation, we will all be happy to take your questions. Now, if you please turn to slide number four, I will hand it over to Bob. Robert E. Rossiter - Chairman & Chief Executive Officer: Okay. Now, thank you very much. So I think we will start off with what is the shareholder vote against the AREP merger proposal mean. Lear shareholders obviously have voted and we respect their decision. At the time of the merger proposal, we had a clear strategy and business plan for the future. We will continue to operate that. And I feel that we can continue to be successful. After the proposal was made, the Board was obligated to evaluate the offer, which they did. A special committee did and then the full Board acted on it and made a recommendation to the shareholders. Following a comprehensive and objective review, we felt that the offer was fair under the circumstances. And during these times and the issues we were facing coming up to it and what we saw going forward, we thought it was a fair offer and felt we had to present it to shareholders. Things have changed, obliviously, since Icahn came in last May. Things settled down and then again when he made the second investment, things changed. It also allowed us to do the bank refinancing to help us to get the interiors business out from underneath where it helps solve a lot of the customer concerns about our financial conditions. I think all of those were very positive for the shareholders, all of which did not weigh into the decision we made on whether or not to present this to the shareholders. We believe that there were benefits to the transaction, but we also believe that the company has a standalone company today as it's structured with the debt financing behind us, we feel very strong and very positive about it. So we can continue as a publicly traded company and we believe that there's a positive long-term outlook. The Board and management team are focused on executing our strategic plan that we have in place. I think it's very aggressive, and I think the things that the team has done to restructure the business over the last two years has been outstanding, and I think it bodes well for the company going forward. If we go to slide 5, obviously auto sector valuations have increased significantly. The Big Three production in the first half was relatively stable and somewhat stronger than we had forecast. And there are other areas of the world that are doing really quite well for Lear. Distress on the supply chain has moderated, but I'll tell you we're always on the lookout because it doesn't take much of a tip to send that going the wrong way. And there were no labor disruptions in the auto sector and I think the Delphi agreement with UAW really gives everybody a general feeling that the cooperation level between companies and the unions going forward is a positive. So I feel pretty good about that, so is the team. Our second operating results obviously look very good. I think the team has done an outstanding job of restructuring the business, taking cost out, operating like an LBO. In fact I had a Board member say at one point what would you do different under Icahn that you wouldn't do without Icahn. I said I really don't think we do anything because we've always operated like in LBO and I think that Doug and his team have done an outstanding job over the last year reinstalling that in Lear and I feel very comfortable with the operating velocity of the company going forward. If you go to number six, if you look at the near-term business assessment, conditions obviously, continuing priority and focus on our quality and business fundamentals. That isn't going to change. The company has not changed, we will not change going on a go forward basis. We are going to become more aggressive in the marketplace. We think there is opportunities out there for us. I heard a few competitors say that the supply base has weakened and they are going go after the weaker suppliers business, while it's obviously not us. And so, we are going to do the exact same. Seating business is performing quite well globally. I feel very confident that we've got a good product there and then on a go forward basis, I think there is significant opportunity for us. I think there is opportunity to grow our Electronics and Electrical business and we are looking for opportunities there to do that as well. But we are in the process of restructuring and that will take us a couple of years. Further restructuring and volatility is expected in the marketplace. Obviously, substantial progress on restructurings has been made by Lear, but also our customers. And we continues to diversify our sales, both with in Asia... both with Asian customers in North America and globally. If you look at the success, I think the Asia-Pacific group of Lear is doing a spectacular job. Lou and his team doing an outstanding job, growing the business. Just since the last call, over $100 million annually and really $270 million up from the quarter. We are adding new customers, a number of new customers, Chery, Geely. Obviously, our businesses with Hyundai in North America is very strong, Mitsubishi. I think things are really starting to move out there and we are going to continue to focus on that. On a go forward basis, what do we see in our plan, continue to execute our customer-focused business plans. So, we are going to grow and we're going to keep our customers first. We'll focus on our product lines. I think that has really changed the business and helped us to improve operating margins, especially in Seating. We focus on our strengths, our leadership position in Seating. We are going to strengthen our product offering and our operating margins in Electric and Electronics segment. I think there is continued opportunity for us there. And we will expand our capabilities and value added components to make us stronger on a go forward basis. Operating priorities, we will deliver world-class quality and customers satisfaction. We're going to continue to implement our global restructuring and footprint actions to be the low-cost producer in our business. We will continue to aggressively pursue Asian business with both Asians here and abroad. And that's taking place and will continue. And we will continue with our product innovation. We have got a number of new products that I believe are coming out in the next several years that will put Lear ahead of the others. So I'll turn it now over to Jim. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Thanks Bob and good morning. Moving to slide 10. Before I review our financial results and outlook, I'd like to mention the major factors that are impacting our business. In the second quarter, special items included costs related to restructuring... to our restructuring initiatives, the merger transaction and the divestiture of our Interior business. Excluding these special items, core operating earnings in our Seating and Electrical and Electronics segments came in at $229 million, an increase of $65 million from a year ago. The solid improvement reflects favorable cost performance, operating efficiencies in a stable production environment in North America; improved operating performance in Europe and Asia, and the benefit of new Seating business, mainly outside of North America. For the full year, our outlook for core operating earnings is slightly favorable, that we now expect earnings to come in at or near the high end of the $600 million to $640 million range we last provided. While first half operating performance is positive, the second half production outlook is less certain, particular in North America. We do see our free cash flow forecast improving to $275 million, basically reflecting lower capital spending. These are the highlights. Now let me review the details. Going to the slide 11. The industry environment in the second quarter remained challenging in North America, but again it was relatively stable and somewhat more favorable than we envisioned back in April. In North America, industry production was above 4 million units, which is down about 2% from a year ago. Within this total, passenger cars were down 6% and light trucks were flat. The Big Three were down 7% and our top 15 platforms were down about 6% in terms of unit volume. In Europe, industry production was about 5.2 million units, which is up 1% from a year ago and production of our top five customers in Europe was also up 1%. Average commodity and energy prices during the second quarter were higher than the first quarter, but down somewhat from a year ago with the exception of copper. Commodity cost changes did not have a meaningful impact on the results in the second quarter. The commodity impact was somewhat positive in the Seating segment for steel, and pretty much natural in the Electrical and Electronics segment. Moving to our financial score card for the second quarter on slide 12, starting with the top line. We posted net sales of $4.2 billion, which is down $655 million from last year. The decline reflects primarily the divestiture of Lear's Interior business and lower production in North America, offset in part by the addition of new business, primarily outside North America and favorable foreign. Operating results improved, reflecting the divestiture of the Interior business, favorable cost performance, and again, the benefit of the new business, offset in part by lower production in North America. Our reported income before interest, other expense, and income taxes was $195 million compared with $113 million year ago. Our pre-tax income of $144 million and net income of $124 million or $1.15 per share also reflects solid improvements from year ago levels. On the next slide I will show these results excluding restructuring costs and other special items to highlight the underlying operating performance. SG&A as a percentage of net sales was 3.4% compared to 3.6% a year ago. Interest expense was about $51 million, down slightly from last year. Depreciation and amortization was $76 million, down from a year ago, again reflecting the absence of the Interior business. Other expense was about breakeven and a significant improvement from a year ago, due primarily to favorable foreign exchange and improved equity earnings in non-consolidated joint ventures. Income taxes were low in the second quarter due to a favorable mix of country source of income and an adjustment for the Interior business. Our full year tax expense is still expected to be approximately $120 million. Moving to slide 13, the slide summarizes the impact of restructuring actions and other special items on our second quarter results. Reported income before interest, other expense and income taxes for our Seating, Electrical and Electronic business was $195.4 million. Excluding restructuring costs and other special items, core operating earnings were $229.3 million compared with $164.7 million a year ago. The improvement in operating earnings again reflects primarily favorable cost performance and the impact of new business globally. To help clarify how these special items impacted our financial statements, we've indicated the amount by income statement category on the right hand side of the chart. Moving to slide 14, we summarize the impact of major performance items on our second quarter sales and margin compared with year ago. As you can see, the major adverse factor for the change in sales was the divestiture of the interior business and lower production in North America. Partial offsets were the new business, primarily outside of North America and the favorable impact of foreign exchange. The margin improvement was largely attributable to favorable cost performance and the benefit of new business, offset in part by the lower production in North America. Moving to slide 15, we take a look at our product segment results. Segment earnings are shown on both the reported basis and an adjusted basis, again which excludes cost of restructuring and other special items. To help understand our underlying operating performance, we've also provided adjusted margins. It should help note, however, that our restructuring-related initiatives, which began in 2005, are expected to continue beyond the current year. We believe they are key to maintaining our long-term competitiveness. On an adjusted basis, the Seating segment results continue to improve. The results of Electrical and Electronic business, however, continue to be under pressure. And our headquarter costs were lower. I'll now review the results for the major segments in more detail on the next few slides. Moving to slide 16, Seating margins continue to show solid improvement with all major regions up from a year ago. This reflects primarily favorable cost performance from restructuring, ongoing efficiency actions, margin improvement actions, selective vertical integration, and the benefit of new business outside of North America, as well as a slight net commodities impact in the quarter. Partially offsetting this favorable performance was lower production in North America, although truck production was flat. In Asia, we benefited from our richer product mix and enhanced overall Seating margins. For the second half, we see margins impacted by lower truck production and program phase-outs in North America, a normalized Asia production product mix, and potentially higher steel costs. Moving to slide 17, looking at our Electrical and Electronic business, margins were lower. The cause... the decline was primarily caused by one-time litigation costs and other commercial items. Some other unfavorable factors in the segment were very competitive net pricing environment, lower industry production in North America, and really the beginning of roll-off of two programs in North America. Net commodity costs were roughly neutral. Partially offsetting these factors was an improvement in our Asian results. For the second half, we see flat margins versus a year ago, as improved European results will be offset by the roll-off of significant programs in North America, causing unfavorable backlog of $120 million in the second half, coupled with the cost of launching replacement business that will come on stream in the 2008 timeframe. Slide 18, corporate headquarters expense. Our central overhead was down, reflecting SG&A efficiency actions and savings resulting from our restructuring activities. Free cash flow on slide number 19 was positive by $204 million in the quarter. Ongoing restructuring investments being funded to operations. The positive cash flow during the second quarter reflects improved earnings, lower capital spending, and favorable working capital. Now going to slide 20, these are the key assumptions for the balance of the year. In North America, we see industry production of about 15.1 million units, which is down slightly from a year ago. Production for the Big Three is expected to be down about 4% with our top 15 platforms forecasted to be down 7%. The impact on our top 15 platforms will be more aggressive in the second half as revenue will be down approximately 15% for these products versus what we experienced in the first half. In Europe, we see industry production of about 19.7 million units, which is up about 3% from a year ago. Production for our top five customers in Europe is expected to be up 2%. As for the euro, we are forecasting a rate of $1.34 for the year, about 6% stronger than last year. With the exception of copper, we are assuming that commodities will remain at present levels or trend slightly lower this year. Moving to slide 21, this slide summarizes our 2007 financial outlook for Lear's core businesses. The outlook shown here excludes Lear's interior business for the full year. On this basis, we expect net sales for 2007 to be approximately $15 billion. This is up about $200 million from the prior outlook and reflects primarily a stronger euro and increased production outside of North America. Our core operating earnings or income before interest, other expense, income taxes, restructuring costs, and other special items are estimated to be in the range of $600 million to $640 million. This is unchanged from out latest update. But we now see full year earnings coming in at or near the top end of this range. Interest expense is estimated to be in the range of $210 million to $215 million. Our forecast for pre-tax income, adjusted again to exclude restructuring costs and other special items, is in the range of $335 million to $375 million, and reflects an improvement in our interest expense outlook of about $5 million and lower other expense of about $10 million. Our estimate for tax expense, as I mentioned earlier, is about $120 million and again, is subject to the actual mix of the financial results by company, by country. Restructuring costs are estimated to be about $100 million. Capital spending is expected to come in about $235 million, which is down $15 million from our prior forecast. Depreciation and amortization are still pegged $310 million. And finally, free cash flow, as I mentioned earlier, is expected to be approximately $275 million. We see core operating earnings for the second half down slightly from year ago and the second half outlook reflects primarily business roll-offs, coupled with the potential for lower production on key platforms for Lear in the second half. Going to slide 22, to summarize where we are. Lear is financially sound and our first half results are solid and will contribute to a solid year. We are making significant progress on our strategic priorities. While the North American industry outlook remains challenging, particularly for the second half, we will continue to implement actions to strengthen our long-term competitiveness. We'll now open it up for questions. Question And Answer

[Operator Instructions]. Your first question comes from the line of John Murphy with Merrill Lynch.

If we think about the long-term view that you have in the context of your view that the near-term environment has gotten better, and think about what you presented to shareholders on the... in the merger proposal on, I think it was slide 33, the long term plan came down significantly from the long range plan in July to May of this year. I mean, I just wondering what we should be thinking about in that long term plan and how significantly better the numbers may be? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Well, I guess... this is Jim. I think relative to that long-term plan, that plan was put together in... at this time about a year ago. And I think the major differences are two things. First off, the euro has appreciated from $1.20 to $1.35. So that's at significant revenue, although the contribution to the bottom line is a little bit less than that because margins are typically lower in Europe. The other aspect that happened is that the overall outlook for industry production has come down relatively consistently since July and really since the second half of last year when that major customers here in North America all announced some type of major restructuring initiatives. So, our view of the company on a going forward basis is we have some programs rolling off, our backlog, we are working hard to build up our backlog. So we think our sales are going to be flat to modestly down. Over the next year, we see us offsetting that again through restructuring initiatives. So we see improvement in our core operating earnings on a going forward basis. And again, we will continue to work on the Asian business and so forth, but the plan we put together basically modified for industry conditions, we think is still a very valid plan, and we think addresses what we see out there in terms of production of key products we are on.

So, will it be fair to characterize those EBITDA forecasts that were down pretty significantly year-over-year as pretty concretive at this point? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: When you say they were down pretty significantly year-over-year, I don't think that was accurate. I think we showed a steady improvement there. And again, that did include some peaceful restructuring as well.

But if we look at slide 33, I mean, the EBITDA numbers are down about $100 million year-over-year from your previous plan. I mean, they are improvement going forward, but what I am saying is, I mean, that severe reduction that you had in that forecast for EBITDA, I mean, it seems like those numbers are fairly conservative considering what you just printed. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: The forecast that we showed in there included the restructuring, whereas in the core operating earnings that we presented, we have excluded restructuring. So it just depends on what your viewpoint is.

Okay. And then if you just think about this other line going forward, I mean, there was a big swing in the quarter. I mean, how should we think about that? I know it's tough going forward to forecast that line, but just round house, there was a pretty good improvement there. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Yes, John, we benefited to the tune of about $20 million due to foreign exchange and that's really currency-related. So we really can't take that on a going forward basis. Our outlook is really kind of in the $25 million to $30 million range in the second half.

Okay. And then, if we think about slide 7, the programs that you guys have won in Asia. It's pretty impressive, I was just wondering if you could ballpark the range of content per vehicle on those programs, I know it's tough to give us specific numbers there, but sort of the high end of the range, content per vehicle on the low end of the range? Robert E. Rossiter - Chairman & Chief Executive Officer: Yes, typically programs in Asia, the content per vehicle is down, significantly less than North America and Europe. I think on an average, you can look at Seating and Electrical in that $200, $600 per vehicle range.

Okay. And then lastly, is it a potential that you guys would consider instituting a dividend here? Are there any sort of onerous restricted payment covenants in your debt covenants right now? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: I will let her answer the questions, Ms. Shari, but right now we're trying to settle in after we've had actually a couple of tough years here and went through some difficult times in the marketplace, not us personally, but our customers have. We went through major restructuring, and went through launch of all new programs. We've had to take the dividend out. We have got a proposal, a merger proposal by a company, we've had a lot of things happen here. We've got a company that we feel is under control. We feel very positive about the future and we think there's quite a bit of risk out there in the near term, all of which you all see as well. And I think we're going to try to operate through that environment, and then as we settle it to 2008, we'll sit down and talk to our Board about what the future is. Sheri, do you want to go ahead?

I'd just add to the credit agreement. We have some ability to dividends, but it's limited over the next couple of years, which depends on our earnings.

Okay, thanks a lot guys. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Thank you. Quit sending those slides --

Your next question comes from the line of Robert Barry with Goldman Sachs.

Hi, guys, good morning. Robert E. Rossiter - Chairman & Chief Executive Officer: Good morning.

I just wanted to clarify your answer to one of the last questions. If I am interpreting correctly, it sounds like given weaker industry production and a stronger euro that helps revenue, but not the bottom line. The outlook versus the latest long-term plan is worse, is that right? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: No, that's not true. Well, the long-term plan anticipated the reduction in volume. The long-term plan that was posted in the proxy anticipated the lower industry. The quote adjustment management made to those July numbers basically reflected the lower industry production outlook that was basically envisioned by JD Power and all the major services that... and including the analyst community. So, that is still... we saw the game plan, we are in the process of updating that, but again, we see pretty much flat sales over the next couple of years based upon the business we have in house and the business that we know is rolling off and based upon our belief that our traditional products will probably not improve in terms of production, and we expect to offset that through intensifying our restructuring initiatives that will allow us to be a more competitive company. So we see improved earnings on basically flat sales if we had to peg it for '08. I mean, we were absolutely working on very aggressively to build our book of new business as well.

Okay. Is there a backlog number that you can give us now, a latest backlog?

The backlog, as it rolls up right now is over the next three years is about $1.3 billion.

And how does it break down by year? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Well, I think about $800 million of it is in 2007, this year.

Right. Just over $330 million in 2008.

Okay.

I am sorry, $450 million in 2008, $72 million in 2009.

Okay, and then just finally, I think you mentioned that -- James H. Vandenberghe - Vice Chairman & Chief Financial Officer: I might add on that the backlog was about $800 million for that same three-year period back in January. So we have picked up five $500 million worth of business over the... for the '08 and '09 time period, and we have also picked up business outside that range as well.

Okay. And then just finally, I think you said that in back half Electrical margins would be about flat year-over-year. Is that right? And what would it be for the Seating? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: For Seating, it would also be down again because of the lower production. A couple of things, obviously, lower production in North America and I guess, more stabilized margins in Asia, we think will bring that down. So overall we see margins in the Seating business kind of in the mid 6s. for the year.

Okay, thank you

Your next question comes from the line of Rich Kwas with Wachovia.

Hi, good morning guys Robert E. Rossiter - Chairman & Chief Executive Officer: Good morning

Jim or Bob, could you comment on acquisitions, what your approach is right now? You are generating pretty good free cash flow, the balance sheet seems to be stabilized at this point. What is your approach and what will be the magnitude of acquisitions that you are looking at? Robert E. Rossiter - Chairman & Chief Executive Officer: I think really nothing has changed there from that standpoint. I mean, obviously we've got a little stronger balance sheet today that helps us quite a bit, but we are continuing to look for opportunities with Asian producers, things to grow that side of our business. And we are looking to try to growth our Electrical and Electronic business. I think we've got several opportunities out there, all of which we are working on. I can't give you any indication on what's going to happen. I don't know when it's going to happen or if it's going to happen. Just wanted you know that we are focused on that piece of the business and although we don't look at that as our primary focus, it is... we are looking for opportunities that will help us grow in Asia.

Okay. And then Jim, how do look at CapEx going forward beyond '07? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Yes, I think what we've stated is again, with the business backlog we have in place, we see CapEx kind of in the $250 million range... $250 million to $300 million range this year, coming off all the launches we had, it will be a little bit lower. We are spending some money in the back half of the year on low cost country sourcing and so forth, and that will continue into '08. But again, we are kind of looking in the $250 million to $300 million range, below our depreciation and amortization.

And then finally, with Ross joint venture, where is the contribution from that land? Does that land in other or and how much it hit this quarter? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Actually, it is in other and it really didn't have much of a significant impact in the second quarter. And probably a little bit more unfavorable in the second half because of the same conditions that our other businesses are faced with. But overall, I think it will be slightly unfavorable for the year.

Okay, great. Thank you.

Your next question comes from the line of Ronald Tadross with Banc of America Securities.

Relentless is back. Welcome. So -- Robert E. Rossiter - Chairman & Chief Executive Officer: You mean, you are on the phone?

I am looking forward to seeing you in whole European management team in Frankfort. Robert E. Rossiter - Chairman & Chief Executive Officer: Great.

On the restructuring, I just want to... I want to get caught up here. I think you spent about $200 million on restructuring in '06 and you said the payback would be about two and a half year. I had $100 million in the model for '07. Is that still kind of what we are thinking on the restructuring? Robert E. Rossiter - Chairman & Chief Executive Officer: The numbers are a little bit off. To-date, we spent $250 million and we had $50 million in the first half of 2007. Last year in 2006, we had about $100 million. So our thinking for the original program was $250 million, we expanded to $300 million at the end of first half call. [indiscernible] expect to be about $100 million this year.

In savings. And so you still expect the full $300 million... like, you expect $100% payback over two and a half years? Robert E. Rossiter - Chairman & Chief Executive Officer: No. What we said was that we think that it'd be about a two and a half year payback when we initiated, we are on track for that, actually slightly ahead... a little bit, a slightly ahead of that, but we're still tracking to that.

Okay. So what did you do... what have you done year-to-date in savings? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: It's really --

If you look at year-to-date savings you project out through the end of this year, that number comes in around $160 million.

I'm sorry, the ones.... including '06?

Yes, that's including '06, that's to-date for the restructuring

Okay, thanks. And then just one thing on the electronics business. What do you guys need to do to strengthen that business? Are the markets that you are in too fragmented? Robert E. Rossiter - Chairman & Chief Executive Officer: Yes, I would say, if we look at the electronics, really the issue in our mind is electrical distribution. And I think there's two components that we need to execute to strengthen that business. One, we need to grow our markets share both in North America and Europe,and we've got a plan in place to do that. And some of the backlog business that Jim referred to is a result of the execution of that plan. I think the other piece is growth in Asia where we think it's a pretty level playing field, and we think there's significant opportunity for us to expand our business in that region, leveraging our relation with the customers on the seat side where we have had fairly significant and profitable growth. The only other point I would to it that is part of our plan is we're continuing to invest, as we are in Seating, on the vertical integration aspect of the business, trying to strengthen our position in terminal connectors, and expanding that manufacturing footprint outside of Western European and North America markets into the lower cost regions. I mean, essentially that's our plan on the wire. On the electronics side, which is the smaller piece of the business, we are just continuing to look for niche opportunities to sell what we think are good electronic products that our customers want, and not really competing on a market share basis.

Okay. And then, distribution is the boxes and wiring, right? Robert E. Rossiter - Chairman & Chief Executive Officer: Right.

Okay. So in terms of... when you need to grow share, I mean is it easy to just do it organically or it doesn't make more sense to consolidate the markets? Robert E. Rossiter - Chairman & Chief Executive Officer: We think there is an opportunity... we can do it organically. To question of speed or how quick we can accomplish it, we think there may be an opportunity to do it via acquisition.

Okay. All right, thanks guys.

Your next question comes from the line of Himanshu Patel of JP Morgan.

Most of my questions have been answered, but [indiscernible] would any of the assets within that company have been interesting to you guys? Robert E. Rossiter - Chairman & Chief Executive Officer: It's obviously a high-end electronics company and certainly there were pieces of it that would fit, but not full scale.

And on that same thought, when you look at the portfolio right now in terms of acquisitions, I know you have done some vertical integration already, anything more we should think about that you guys may want to do assuming the balance sheet remains relatively healthy over the next few years in terms of other products or geographies? Robert E. Rossiter - Chairman & Chief Executive Officer: It's nothing more than what we said, Himanshu. It's Asia, electronics and anything we can do to strengthen our Seating business.

Yes, okay. And then separately, any way to you help us quantify the sort of typical, I guess, marginal impact we should see from just the normal mix cadence that we will see on T900, the SUVs are, I guess, next year going to move into their third full year as a pickup since their second year. And I know you guys have talked about expecting core operating earnings to be up next year from the restructuring savings, but it seems like that would be a platform mix deterioration, in a way it should be a fairly material negative that it would be helpful to try to understand how to model that. Robert E. Rossiter - Chairman & Chief Executive Officer: I think you said all your questions were answered. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: I think in general, we can look at it again from a short term fluctuations, the impact is generally 20% to 25 % because we can't take out the fixed cost. But I think clearly if our customers take down their capacity, we can take down our capacity, as well you have seen them take out a shift already at one of the plants, and so, to the extent that we can do that, we can cut that down to more of a 5% to 10%% range long term.

Sorry, the 20 to 25%, that was a contribution margin? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: It is a short-term impact, if they just take units out or go down for a week. Again, if they adjust their production or if we have the ability longer term to adjust our production, we can get an impact down closer to 5% to 10% range.

Okay, that's helpful. And then lastly, maybe I am just looking at this a little bit too closely. On the guidance, I noticed the range was left unchanged, but you kind of are suggesting you'll go to the upper end of the core operating earnings range, presumably the prior implication was kind of in the mid-point. But I noticed the free cash flow didn't really move up more than the CapEx improvement. So it there some offset there on the free cash flow like a greater drain from working capital may be in the second half than you previously thought? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Not really. I would say the greater issue, the reason why we increased our guidance the last time was we increased it in the quarter, it was primarily driven by higher North American production for the quarter, but for the year, our outlook for North America remains roughly the same. So overall, the net increase is really driven by our foreign operations and foreign operations basically will use a little more cash in terms of getting those earnings. So we won't see it yet this year.

Okay, great. Thanks you guys.

Your next question comes from the line of Rod Lache with Deutsche Bank.

Good morning. Just want to follow up on this, the question about the incremental savings. Did you guys say that there is $300 million in total savings for the whole program and you've got... that's through '08 and you have done $160 million so far. So $140 million in '08, is that... did I understand that correctly? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: That's a cumulative number. So, basically what we've said is our restructuring actions typically have about a 2.5 year payback. To-date we've completed about $250 million of our restructuring, and so we are on track kind of at about a $100 million pace, probably doing a little bit better than that right now.

Okay. So you are not... can you comment on what the incremental savings you would expect for 2008, what kind of are you looking for? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: The good news is we are going to do more restructuring, so we are going to save even more. But we have... we have another... we have some actions we are taking in the second half, and again about $50 million, and I think next year again we've stated that over the next couple of years we see another $200 million and probably it will be a little bit heavier in 2008.

Right. I think you said about $100 million in '08? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: I think that's probably on the low side.

Okay. And then just back to this original long-term plan, you had originally talked about $13.9 billion of revenue in '08. And now it's kind of flat. So, it's $1 billion higher, and it sounds like half of that is FX. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Probably, three-quarters of it is FX.

Okay. And what kind of... when we think about the contribution to FX to the segment operating income, can you give us how significant is that? Obviously it's not the full translation. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Primarily euro.

What's that? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Primarily driven by the euro.

Right. But is it like a 6% kind of benefit for every dollar incremental from FX or is it lower? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: I don't think we can really disclose that, Rod. You have to take your best shot at that.

All right. But is it basically translation or are there some transactional negatives that offset the benefit from translating the higher rest of world profits? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: There really no significant negative or positive from the transactional piece of it. It's really all translation and again, I mean, historically our European Seating markets have been less than elsewhere.

Is that... that's still the case? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Historically, they have been, yes.

Right, okay. And can you give us the backlog breakdown between the Seating and Electronics businesses right now? One other data question, do you have a figure for what your off balance sheet securitization was at the end of the quarter?

There was nothing in ABS and in factory, we had the $269 million.

269. Okay.

For '07, the backlog [indiscernible] minor amount in Electrical and that there is growth in international operations offset by some loss business in the US, North America. Over a three-year period, it's... about a $1 billion of it is in Seating, about $200 million of it's in Electrical.

Great, thank you. Robert E. Rossiter - Chairman & Chief Executive Officer: Thank you.

Your next question comes from the line of Brett Hoselton with KeyBanc Capital Markets.

Good morning gentlemen. Robert E. Rossiter - Chairman & Chief Executive Officer: Good morning.

The backlog numbers that we are talking about, just so I got them correctly. I was thinking $800 million in '07, $450 million in '08, and about $75 million in '09, are those roughly correct?

Yes.

Is that... and I apologize, is that consolidated or unconsolidated? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Consolidated.

Okay. And can you give us the tax impact of the unusual items in the quarter? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: I think the difference between the tax expense on a reported and adjusted basis is about $19 million.

And then the electronics business, you talked about some litigation costs. Two questions there, can you quantify the litigation costs and then secondly, is that a second quarter event only or is that also potentially carrying over into the third and fourth quarter? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: I think we would characterize it primarily as a one-time issues. There could be some slight carry forward on a going forward basis and that's probably as much as we would comment on.

And but... you said it was probably the majority of the impact in the quarter? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: It contributed to... I mean, obviously, there is a lot of plusses and minuses there, but it obviously was fairly significant.

And it wasn't only litigation, there were several items.

Okay. Thank you very much. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Okay, thank you.

Your next question comes from the line of Chris Ceraso with Credit Suisse.

Thanks, good morning. Robert E. Rossiter - Chairman & Chief Executive Officer: Good morning.

I hate to keep coming back to this, but I am looking at you slide presentation that you made to ISS at end of May where that $13.9 billion revenue figure for '08 showed up. You're saying that that number was at $1.20 euro, even though at that time the exchange rate was like $1.35. So that was kind of an outdated number?

Yes, remember, that was the plan that was included in the proxy statement that was first developed in January, which was essentially an adjustment to a plan that was done in July of '06. So the numbers in there were really dated even at that point.

Okay. So to be clear, the current expectation for '08 now is for revenue to be kind of flat versus '07? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Flat to down somewhat because of the program roll-offs. I mean, if we look at, I think, think backward is a slight positive and then industry volume, we see is a potential risk.

Okay. What are those two electronic programs that are rolling off? Robert E. Rossiter - Chairman & Chief Executive Officer: It's a GM program and a DaimlerChrysler program. The DTS and it's Jeep Liberty.

Okay. The Seating margin in the quarter, you did comment that it will be a bit softer in a second half, in the 7% range, is that kind of a high watermark for that business, if... even if we look out into the future? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Well, yeah, I mean, actually some things for us in terms of all the restructuring and we had some fairly stable production and we actually wound up with some increases in term... in releases from Ford and Daimler. So, I think absolutely it's high watermark not only there, but also, as I mentioned in Asia, we think we've got a richer product mix in the quarter. And Europe did fairly well as well. So they all contributed to it.

Okay. I know that you don't report this, but maybe you can give us an idea of on a regional basis North America, Europe, Asia, how operating margins are trending? Are you still well ahead of where you are in Europe, in North America and where are the rest of world margins these days? Just some ballpark numbers would help. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Well, we are not going to really get into that. I think what we said was back in 2004 when our margins were at the 6% level, basically our game plan was that we thought we can reduce or get back to that 6% level, primarily driven by our work on a global basis improving the margins in Europe, also in Asia and also South America. We have been able to do that and that's contributed to really the... our coming back. European margins have bounced back somewhat as well because of the more stable production, getting some of the start-ups behind us. But it's really the global mix, I think, that's helped us so much as anything.

Okay. And then the last one, typically Lear's seasonal cadence had the fourth quarter as your best quarter from a margin perspective, is there any reason you expect that that is different now because of actions that you have taken or businesses that you have exited, or should we still expect better margins in Q4 than any other quarter? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Well, and I would say no and the reason is again, we continue to believe that truck production will be down in the second half versus the first half, and we don't know if that's going to occur in the third quarter or the fourth quarter, or be spread out and or even it's going to happen at all. What things are happening in the second half is that we see our mix in Asia returning to a more normalized level. We also have some new programs there for the business that we won that will increase our expenses somewhat in the second half, and particularly in the fourth quarter. We also have... customers are... we've got some programs rolling off. Actually Seating has a net business backlog in the second half, it's a negative 20 million, and it's a little bit greater than that in the fourth quarter. So we've got some programs rolling off, some will roll back on in 2008. So those factors really will, I think, drive lower margins in the fourth quarter than in the second quarter. And as always, the balance of the second quarter and the fourth quarter are typically the strongest, our concern is that we are going to be facing lower production in the fourth quarter.

Okay, thanks Jim. That's really helpful.

Your next question comes from the line of Rob Hinchliffe with UBS.

Thanks, good morning. Robert E. Rossiter - Chairman & Chief Executive Officer: Good morning.

Just another balance sheet question here; the others I think have been answered, but certainly with the Icahn deal, you are willing to take on quite a bit more debt. And now you've commented on dividends and M&As. So what do you need to see before you are willing to put the strength of the balance sheet to work? Could we see a share buyback, what are sort of the plans here? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: I think let's set something straight here. I think in terms of our business, we believe we need to strengthen our balance sheet and improve our credit rating. And that was our game plan before the Icahn transaction came along and that's still our game plan. I think we were willing to consider a more leveraged transaction with a sole equity partner because that equity partner has the same interest we had and was going to be in for the long term. Obviously as a public company, and with our stock bouncing around, the different news that comes and goes, it's less reliable. So our answer is we are less inclined to take on more leverage right now. We believe we really need to strengthen our balance sheet than we would have under a going private transaction.

Okay, thanks Jim, that's all I had.

Your final question comes from the line of Jonathan Steinmetz of Morgan Stanley.

Great, thanks, good morning everyone. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Hi, Jonathan.

Just a few questions to start on slide 14, your walk here. First of all, on the FX translation, you said sales changed $143 million, margin impact neutral, do you have the dollar EBIT impact and is that separate... I assume it's separate from the other income benefit that you talked about, I guess, may on the heading side. Can you just clarify that? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Well, I think really again, primarily that's related to the euro. And as we said, we haven't really given margins on a geographic basis. So, Jonathan, you just have to take your best shot on that.

Okay. But to clarify... I can do that math, but to clarify, it is separate from that $20 million benefit you have talked about? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: We are seeing from a margin impact overall for the company, it was neutral. So it didn't swing at one way or another and will be comparable to what our average margin is for the company. We are fairly close to that, which I think was about 4%.

And this slide we are talking about the operating margins as opposed to pre-tax earnings, the other that was impacted is outside operating margin, the other --

Okay, I got it. So these are separate items.

Correct.

On the global new business, I would imagine the GMT-900 is probably the most beneficial of these programs. Could you discus maybe what the next most beneficial was because that seem like a big positive contribution here on your walk? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Yes, the GMT-900, remember, we have had that program before. So.

I understand, but it's refresh. James H. Vandenberghe - Vice Chairman & Chief Financial Officer: The only thing that we would include there is the incremental content, which wasn't that great. It's, what, about $50 million of that and realty the rest is just [multiple speakers].

I would say out of that list, the Nissan Qashqai is probably the most significant contributor in the new business

Okay. I guess finally and other people have kind a hit on this, but it seems like there may be some element of conservatism in your guidance here. Certainly the last time you did this much EBIT was '04 and you ended up with a number significantly better, granted the industry is a lot different in the second half than it was in '04. Are you embedding in sort of very rapid production changes into you outlook, some sort of bumper or increased commodity prices or is this just sort of a normal course declines in production due to slow sales in the industry that you are thinking about? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Well, I think our main concern is if there is a production cut back, how will that happen. If you kind go back to the 2005 timeframe and it happened relatively quickly. Again we expect lower production, if the production comes in where we have it pegged today, which is again lower for top 15 platforms. Again, we should be at the top end of our guidance. So if we're... comes in better, obviously we have some upside and of course the other way as well. So, it's primarily driven by our concerns about potential production corrections and really just being cautious about the second half.

Okay. So if we saw schedules release next month that had a 4Q cut, that wouldn't be so terrible as compared to one of these where they call you up on Friday and tell you that take things down from Monday? James H. Vandenberghe - Vice Chairman & Chief Financial Officer: Right.

Okay, thank you very much. Robert E. Rossiter - Chairman & Chief Executive Officer: Right, that was the wrap up of the questions, the only ones left on the call probably are Lear people. I want to thank you for the job you've done. I think operations overall has done an exceptionally good job. Doug, thank you. Thank you the Asian team to the growth and the things that are happening out there. And I rarely say it about Europe, but you guys are doing a spectacular job, as is South America. And never say anything about the corporate team. They are doing a hell of a job. Dan, you and your team killed yourself with this AREP merger proposal. But I tell you, I really appreciate everything you have done. So, overall, I want to thank everybody. I want everybody to know I feel good. I think Jim feels good, Doug feels good, Dan feels good. And there is nothing to celebrate right now. We have got a tough year ahead of us still I believe, but I really feel confident in the company, I feel confident in the team, and I really feel confident in the future. So thank you all very much for the job you do and look forward to the next earnings call.

This concludes the Lear Corporation second quarter earnings conference call. Thank for your participation. You may now disconnect.