Good morning. My name is Sarah and I'll be the conference operator today. At this time, we’d like to welcome everyone to the Lear Corporation First Quarter 2010 Earnings Conference Call. [Operator Instructions] I'd now like to turn the call over to our host, Mr. Ed Rollenthal [ph], Director of Investor Relations. Sir, you may begin your conference.

Thanks, Sarah. Good morning, everyone. Thank you for joining us for our First Quarter 2010 Earnings Call. Review materials for our earnings call will be filed with the Securities and Exchange Commission and they are posted today on our website, www.lear.com through the Investor Relations link. Today's presenters are Bob Rossiter, Chairman, CEO and President; and Matt Simoncini, Chief Financial Officer. Also participating on the call are Terry Larkin, Senior Vice President and General Counsel; and Mel Stephens, Senior Vice President of Human Resources and Communications, as well as others on the Lear finance leadership team. Before we begin, I'd like to remind you that during the call, we will be making forward-looking statements that are subject to risks and uncertainties. Some of the factors that could impact our future results are described in the last slide of 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 on the slide labeled Non-GAAP Financial Information, also at the end of this presentation. Slide #2 outlines the agenda for today's review: First, Bob Rossiter will review highlights from our first quarter; next, Matt Simoncini will review our first quarter results and our full-year financial outlook; then Bob Rossiter will have some wrap up comments. Following the formal presentation, we'll be happy to take your questions. Now please turn to Slide #3, and I'll hand it over to Bob.

Thank you, Mr. Ed. I think I just want to start off by saying that, obviously, we're also doing quite well since the second half began of 2009 and we continue on in 2010; things are looking up. Our positive momentum, we've completed our refinancing. We have no significant debt maturities until 2018. Sales growth, margin improvement in both our major product lines, Seating and Electrical Power Management Systems, and we've had positive first quarter results. We've got a strong start to the year. We continued strong operating fundamentals. Our efficiency is up all over the world and we're operating at world-class levels in terms of quality. For the sixth straight year, we were named GM Supplier of the Year, and also received Best Supplier Award from the Volkswagen Group in Europe. The outlook for 2010, we're going to increase today because production's coming back, so we're going to improve our margins and increase our cash flow outlook. If you’ll turn to Slide #4. As I said, we completed the refinancing. We have no significant debt maturities until 2018. We've improved our long-term financial flexibility, lowered our overall debt levels and lowered our interest rates in the process and we freed up collateral. Our capital structure provides us the flexibility to invest in our business and execute our strategic objectives going forward and the company continues to have strong liquidity position. With that, I'll turn it over to Matt.

Thanks, Bob. Please turn to Slide #6. This slide provides the financial highlights for the first quarter. Industry production improved significantly, with mature markets increasing from depressed levels of a year ago and growth in emerging markets continuing. Net sales were up 36% to $2.9 billion. Core operating earnings were $138 million compared to the loss of $67 million a year ago. The turnaround in profitability reflects the improved production environment, favorable cost performance and the benefit of operational restructuring actions. Free cash flow was $4 million versus a use of $219 million a year ago. On the next few slides, I'll cover our first quarter results in more detail and provide a revised financial outlook for 2010. Slide #7 shows the vehicle production environment in our key markets for the first quarter. Industry production was up in all our major markets. Overall, global vehicle production was 17.2 million units, up 47% from last year. Slide #8 provides our financial scorecard for the first quarter of 2010. Starting with the top line, net sales were up 36% to $2.9 billion, driven primarily by increased production in all major markets and the favorable impact of foreign exchange. In the first quarter, about two-thirds of our sales were generated outside of North America. Net income was $66 million, an improvement of $331 million from last year's net loss. Reported SG&A, as a percentage of sales was 4.4%, down about 80 basis points from a year ago. On an absolute basis, reported SG&A was up $16 million compared to last year. This reflects increased program development costs of certain compensation programs, partially offset by higher restructuring costs in the prior period. Interest expense was $19 million, down significantly from $56 million last year, reflecting the lower debt levels. Depreciation and amortization was $59…

So the outlook for 2010 continues to look very good and beyond. We're very positive about the future for the company. We've completed our refinancing, as I've said. We have no significant debt maturities until 2018. Our company is looked upon by our customers in a very positive light. We continue to make progress with every customer in the world. Our cash balance is about $1.3 billion and our total debt is $745 million. The outlook for 2010: Earnings between $375 million and $425 million; depreciation and amortization about $250 million; and our free cash flow will be up at about $150 million to $200 million. And importantly, we continue to win new business in every market in the world and in both of our major product lines. With that, we'll open it up for questions.

[Operator Instructions] Your first question comes from Himanshu Patel of JPMorgan. Himanshu Patel - JP Morgan Chase & Co: Have all of the temporary -- reversal of temporary cost cuts, has all of that sort of happened now? Is the cost structure at a normal run rate now, as of Q1?

Yes. I will say the reversal of temporary was probably compensation related, where we took -- the salary workforce took certain concessions that we don't expect them to do. Those have been reversed and in the guidance, we've assumed in the first quarter and in the guidance we’ve assumed that we basically pay everybody. From a run rate standpoint, I see that program development costs and launch costs, Himanshu, increased in the back half of the year as we: A) launch our new backlog for the year; and 2) we start winning, we continue to win new business; I see a step up in program development costs in the back half of the year. Himanshu Patel - JP Morgan Chase & Co: Any way to quantify that increase, sort of sequentially? Let's say H2 versus H1?

It's kind of hard to do. I would say that the launch costs that we talked about going from $25 million last year to $50 million this year is really back half loaded for the remainder of the year. I would expect a gradual increase in program development costs in the back half as well, but it's kind of hard to quantify without giving you the specific numbers. Himanshu Patel - JP Morgan Chase & Co: On the Electrical division, I just noticed sequentially, there was about a 30% contribution margin there at the operating profit level. Is that sort of the level of operating leverage we should think about for that business going forward?

No, I wouldn't use that number. In the past, for Lear, we’ve talked about a number between 15% to 20% depending upon which programs are off, and how it comes in, and how the volume comes in, whether it's steady or through overtime or what have you. I would continue to use that range, Himanshu, of 15% to 20%. This segment, in this quarter, while I think did extremely well and they're starting to see the benefit of restructuring, also benefited from [indiscernible]. It had a nice mix of business, hence the sales of increase of roughly 50%. And it also had more developing costs in the back of the year. Now if you think back to what backlog that we announced at the beginning of the year, roughly 60% of the backlog's in this segment. So it's disproportionate to segment and the development costs will be back half, more back-half loaded for Electrical. So I wouldn't use necessarily that. I think that 30% conversion is a little bit rich. Himanshu Patel - JP Morgan Chase & Co: So your comment that sequentially we'll see some moderation in margins, it sounds like it's sort of is more pronounced on the Electrical division, not moderation.

Slightly, if you look at the guidance overall, and you use the midpoint of the range, it would imply about a 100 basis points reduction versus the first quarter consolidated results. It might be a little bit higher in Electrical than Seating, but both of them are going see about that size of a come-off in the back half and that's really driven, more than anything, first and foremost, by the cadence of the sales. We think the cadence of the sales this year will be the normal industry type of seasonality where 55% of the revenues come in in the first half and 45% in the back half. We see this year kind of closer to historical cadence, and that will drive the margins as well. Himanshu Patel - JP Morgan Chase & Co: Any update on the investigations on price-fixing and all that stuff?

Let me turn it over to Terry Larkin, our General Counsel for that question.

We really have no new news on that front. I think we mentioned previously, Lear was visited by the authorities in the E.U., but not by the authorities in Japan or United States. We cooperated fully and it's our belief that Lear has not committed any violation of the E.U. anti-competition laws. But it's not unusual for there to be a prolonged period where there is no news from the E.U. about the status of their investigation.

Your next question comes from Rod Lache of Deutsche Bank.

Your corporate expenses look like they picked up a bit sequentially. They were running maybe $30 million or $40 million per quarter, now $50 million. Could you just give us some thoughts on how we should think about that going forward? And also, is there any reason why you're using a North American production of $11 million? In the past, you’d quoted the CSM numbers, which are at $11.5 million. It looks like Europe consensus is also a little bit higher than what you're using.

Right. Let me work and start with the first part on HQ. At the end of last year, we guided to a number of about $45 million a quarter. We're still fairly comfortable with that number. The driver on the step-up is there are some expenses that are compensation related, Rod, that are front-end loaded, just from an accounting treatment standpoint that pushed that number up. We're also continuing to add some structure in the emerging markets, namely, Asia to support the growth that we see out there. So we’re seeing a step-up there. But we're comfortable with that $45 million kind of run rate on HQ. I think last year was not sustainable for a lot of reasons. One of the things that we talked about in the first quarter or at the year-end earnings call in February was compensation programs that were called out as special items, which are now part of the operating earnings and not called out. From a CSM standpoint, our volume that we're using; we use CSM as a guide. Now, CSM is higher than the 11 million units that we're using in North America, and slightly higher than the production that we've guided to in Europe. That being said, we keep an eye on also our releases, inventory levels and sales rates. And right now, if you look at the sales rate in North America, it's averaged, I think through the first four months about 11.1, 11.2. When you take imports into consideration, in order to hit 11 million units, we probably need to see a sales rate -- if inventory stays flat -- of about 11.7 million to 12 million units. So we think we're balanced there. Europe, we're a little bit more cautious on, just because in light of the global macroeconomic issues that are coming to light over the last 30, 60 days there. So we're just trying to take a cautious view of production.

The last two: Any update on the Electronics margin progression? You'd been talking about 6.5% to 7.5% over -- reaching that in a few years. Just given how quickly that shot up, any update on timing? And lastly, any thoughts on uses of this free cash flow? Any thoughts on dividend or acquisitions going forward?

Right. Let me start with the Electrical Power Management segment. We had a good quarter. We don't think the 5% is sustainable for the remainder of the year because of the launch costs, as well as the program development costs, as we continue to win business. We still are on track to get it to that 6.5% to 7.5% range. We see that late 2012, early 2013. It's very driven by getting scale. That business is under-scaled and it has a fairly high fixed-cost structure at these sales rate. So, we need to be able to leverage that organization or overhead costs. So, we're so comfortable hitting those margins. If we continue to win business at the clip, it will be a little bit earlier than a little bit later. As far as the use of cash: One of the things, from our standpoint, the progression of the use of the excess cash above the liquidity we like to maintain -- the first step is what we've done, which is to fix our capital structure [indiscernible], roughly $250 million between debt paydown of $225 million and the fees associated with it, to take the debt down. And we think that benefits our shareholders ultimately. Two, we'd like to invest in the business organically. And, what we mean by that, is there's certain technology capabilities that we like to build, namely in the hybrid arena. Two, we look for opportunities to increase our component capabilities in the emerging markets, Asia and South America, whether it's mechanisms, net-open [ph] mechanisms or connectors. Three, we are filtering through a lot of niche-type acquisitions. We don't think we need to make any, but if something came together that was the right strategic fit or facilitate our customer diversification, we would consider it, if the valuation was right. And it was fairly quickly accretive to our shareholders. Finally, we would look for a way, when we're confident that the industry has recovered, both North America and Europe, and we've demonstrated that we have the ability to generate cash flow in that environment, we would look at a way to return the cash, on a recurring basis, to the shareholders in an efficient manner.

Your next question comes from Colin Langan of UBS.

Can you comment on, within your guidance, what the impact of rising cost of seats [ph] in there?

From our standpoint, the two commodities that impact us: steel and copper. And just to refresh kind of where we're at, I'll start with the easier of the two, with copper. At this level of production, we use roughly 80 million pounds of copper a year. All but about 20% is covered through pass-through agreements with our customers, both up and down. The remaining 20% is Lear’s responsibilities. Copper has increased from year-ago levels, but we're confident that we've covered that sensitivity and it's manageable in our guidance range. Steel. At this level of production that we’ve assumed, we use roughly 2.6 billion to 2.7 billion pounds of steel in our product. The vast majority of which is through purchase components. Roughly 250 million pounds is raw steel that we convert into mechanisms. The remainder is purchase components and, of that, roughly 60% of it -- Lear directs 40% to customer directs. Now, what's important about that is; on the customer directed, the commodity costs is their responsibility to work through with their suppliers. On our steel purchase component that we direct, we have everything from fixed cost to pricing indexing. We've included the current commodity cost in our guidance and we've also included a slight cushion in the guidance. We expect it to be less than what it was when it hit the peak in 2008. Now in 2008, we had an impact of $60 million. We're assuming an amount that's less than that in this guidance but, we’ve also, we believe we have it covered. But the risk, we're keeping our eye on it. But we're comfortable right now that we’ve captured it in the earnings guidance range.

And what was that? It was 60% is you direct and then 40% customer?

Yes.

Can you also just quickly comment on the working capital outflow this quarter? Is that just normal seasonality and should we see cash flow come back in the second quarter?

The only item that's peculiar in the quarter was the cut-off of April 3, resulting in one additional payment stream being captured in our normal payment cycle, so to speak. At year end, you’d have a hard calendar close at 12/31. During the quarters, we have an accounting close which is basically a 4, 4, 5. Four weeks for the first two months and five weeks in the last month of the quarter. That resulted in us capturing one additional payment cycle of roughly $50 million in total. Other than that, it was the normal seasonality. What impacts the working capital more than anything is the cadence of sales within a quarter. Since we're collecting our money, on average, between 45 and 60 days, the sales that come in in March and the back half of February are usually what's captured in receivables. There's really nothing unusual in the numbers and everything is pretty much at term. There’s been no change in the payment terms, either what we receive from our customers or what we pay our suppliers.

From your comments on margin guidance, it sounds like most of this will be in second half. So is there reason to think that Q2 would be consistent with Q1? Or should you already start seeing some weakness in the second …

We expect it to be fairly consistent with Q1.

Your next question comes from Brett Hoselton of KeyBanc.

Matt, as you think about the 100 basis points in the back half of the year, it sounds like the majority of it is due to a little bit lower production expectations. Kind of about 75 basis points of that or so, due to the lower production?

I would say that the cost reductions remain. It’s just harder to get when the volumes are lower, so I would say it’s pretty much driven entirely by the volume.

I just caught the end of your comments about the commodity cost there, with steel in particular. On the 60% portion, it sounds like you’ve got kind of a mixture of things; contracts controlling the pricing coming in and then some pass-through and sort of -- what percentage of the contracts you have with your customers, on your 60% portion -- very roughly -- is either indexed or pass through or something else along those lines?

A very small portion, if any. At the end of the day, the way it's handled, typically, Brett, is we come in and we work with our customers to find solutions to bring the cost down in their product. This is obviously an item that typically goes the other way or in the past has gone the other way and we sit down and we work with them to find away to absorb it, whether it's engineering changes, supply chain, sub-tier consolidation or what have you. But it's not really an index. Bob, do you want to comment on the pricing environment as it relates to commodities?

[Indiscernible]

Thank you.

As always, I’ve got a very quick comment. Whatever Matt says is right.

Your next question comes from Joe Amaturo of Buckingham Research.

Could you just give us a sense of what the euro sensitivity is? Implied in the guidance it’s $1.35 and I'm sure you’re aware we’re at $1.27 right now, both on the revenue and EBIT slides.

We had a pretty strong first quarter on the euro, though Joe, so you’ve got to take a blended rate, but for every penny, so to speak, of euro that we lose or gain, it has an annual impact of roughly -- on sales, of roughly $36 million. And it will convert, on average with the margins in Europe, so anywhere I would say between 3.5% to 4.5% conversion at it. We're comfortable that, while the euro's volatile right now, that we're pretty comfortable with our guidance that we’ve captured the range account [ph] comes as we stand.

You've mentioned that you'll be updating your backlog midyear. Do you plan on having a separate conference call or are you implying that you'll discuss that when you release the second quarter numbers?

When we release the second quarter numbers, Joe. What's happening right now; we're in the marketplace, we're continuing to win new business, we're winning on average consistent with what we've done the last several years, where we've won in any given year anywhere between $500 million to $1 billion in business annually. We're continuing to be successful. We're in the process right now of just quantifying it and giving a handle around unit volumes and we plan on updating it in the second quarter earnings call.

Your next question comes from John Murphy, Bank of America.

If you look at the operating margin of 4.7% in the quarter, it was really good. I was just wondering, as you look at your discussions with the automakers, if you're potentially raising any eyebrows and you're seeing any incremental potential pricing pressure as we step through the next 12 months and go through new contract negotiations. Or, is 4.7% something that's just not raising a lot of eyebrows at the automakers at this point?

People keep bringing this up. The customers -- I don't think anything has ever changed. It hasn’t changed before we went into the tough period. It didn't change during the tough period and it hasn’t changed now. It's the same. It hasn’t stepped up any more. It isn’t any different. It's the same environment that we've always worked in, always operated in, and have been successful. There’s not going to be any major changes as a result of anything that Lear reports.

So, Bob, it's still tough. It’s still a constant negotiation with these guys?

That's what it is. It’s always been that way. It’s not going to be any different. It’s not any worse, John.

Where we target, John is – we’ve guided and we think, long-term, this business runs at 7% to 7.5% operating margins. That's an important number for us because we think that's a fair, balanced market and it also gives us a return on investment to our shareholders. So, while in relative terms compared to last year, it looks really good. The reality is, it's still not in our target margins longer-term.

On mix, you said it was particularly strong in the first quarter. I was just wondering what the key drivers for that in the first quarter and how you see that? You mentioned a mixed duration through the course of the year. I was just wondering if there any key models in the first quarter versus the rest of the year that you would highlight?

Actually, I would tell you that mix works slightly against us when you look at the increase in the broader market. We weren’t up. Our revenues weren’t up commensurate with the market overall. And that's really -- mix kind of worked against us. And the reason it did, John, is there were some high runners in the first quarter last year that didn't necessarily take a back step; like the three series in Europe or the GM 900 here in North America. When I mentioned the mix, I mentioned that, on a relative basis of Electrical contributive [ph] seating, Electrical benefited a little bit more from the mix just because of the European car lines that they’re on. I think on the back half the year, it's not that mix deteriorates, it's that we think that the volume cadence kind of is more 55% first half, 45% second half; but the mix should stay relatively consistent. The one strange thing that's going to happen in the second quarter, the outlier is going to be: GM shut their production down for a good portion of the second quarter last year. And so that should have a boomerang effect and actually make the comparisons look better, so to speak.

Your next question comes from Brian Johnson, Barclays Capital.

I know you'll update backlog in second quarter; looking forward to that. In the meantime, what's the split of the backlog by year and by segment? You've given us an overall backlog. What can we think about it in Seating versus Electrical for this year?

For the backlog that we previously announced, the split is roughly 60%/40%. 60% being Electrical, 40% being Seating. For our backlog in 2010, we'd expect that number to be a little over $100 million in total. And, on a go forward basis, the big backlog year is 2011, when you see the backlog number approaching $1 billion. On the business wins, we're winning fairly equally between the two segments and it's pretty balanced between regional coverage.

On the strategic side, two related sub-questions: Your excess cash, how are you thinking about that now? Is it still sitting on it while the macro conditions develop? Are you looking to deploy that or return that somehow? And related to that, are there any opportunities that you might be looking at in Electrical, which is a fragmented business with some smaller players, some of whom might not be able to compete globally like you can. Are they interested in perhaps -- would you be interested in picking up some of their business?

I think first off, on the excess cash, we like to maintain a liquidity balance of $900 million to $1 billion, is what we said. It's not that we need that amount of money to run the company, or liquidity to run the company, but we believe it provides adequate or more than adequate cushion for any market dislocation and plus, it demonstrates strength to the marketplace, namely our customers. The first thing that we wanted to do with our excess cash was to use it to fix our capital structure, which we did. We used $250 million of our cash on hand to bring down our debt by $225 million and pay the fees associated with that, and we felt that was not only good for the business, and for our customers, but also benefited our shareholders. Second, what we'd like to do is look to invest organically in our business, first looking at technology in the Electrical distribution, something that would help support our business on hybrid and high-powered vehicles. Secondly, we would like to increase our component capabilities in emerging markets, Asia and South America, connectors or mechanisms, seating mechanisms. On the acquisition front, we are looking at things that would bolster our Electrical Distribution business or Power Management business because it is under-scaled and we think there are still niche players out there. We're filtering everything from: First and foremost, strategic fit; followed by whether or not it's actionable; and then we look at valuation and make sure that we're buying smartly. We don't think there is an absolute need to do it, but we're keeping our eye on it. Finally, at some point, if we're confident that the industry has recovered, that Europe has settled down and that Lear has demonstrated the ability to generate cash every quarter, we would look at a way to return the cash to the shareholders in a recurring and efficient manner.

Your last question comes from Chris Ceraso of Credit Suisse.

Matt, if I look at Slide 7, I'm hoping you can take us through the regions and give us your year-over-year change in revenue, so we can compare how you did in these regions versus the change in production?

Really, I don't think we've really fully ever disclosed what we're doing. But, from our standpoint, if you look at -- probably Slide #8, would be probably the best breakout I can give you at the moment. But, I would tell you that, in the emerging markets, we more or less move with the markets overall. So, you can see that [ph] and Europe was a little behind of the broader market improvements because of the mix issues that I mentioned earlier; namely that we had a pretty strong first quarter last year on some [indiscernible] which made comparisons, year-over-year, a little bit softer.

So it looks like it stands out most particularly in North America. So is that what you meant that the year-ago T900 was stronger?

They had, actually, a pretty strong first quarter in light of what they ultimately ended up producing. They went dark, or they closed their production down in the second quarter. So, I think the comparisons that you'll see in the second quarter might be a lot better than the broader market.

So was it something outside that particular platform then, because it's a pretty big difference versus the build rate?

If you look at it, the [indiscernible] itself is probably the biggest outlier, but again, we don't sell to the industry overall. We have specific car lines and we have a lot of car lines that we sell to. That one, just by the sheer unit volumes, has a way of impacting the results bigger than any other ones. There was a lot of movements in the car lines that we sell to. That’s probably the best thing I could do for you, Chris.

And you mentioned the roughly 100 basis point decline that you expect to see in margin versus the first quarter is almost all related to the decline in volume. Was that just for Europe? Was that for overall? And, if it's for overall, where do I see the allowance for higher material costs?

It is overall. [indiscernible] markets where we see a cadence the first half, the second half, then it softens – I should say overall, in North America and in Europe. And we still see strength in the emerging markets that are fairly consistent throughout the year. There is additional cost that go in, but we also ramp up our cost reductions during the year as the facilities run more efficiently, as we get the benefit from our restructuring actions that we implemented during the year or so. So there is literally thousands of different inputs that come in to trying to project a number for the remainder of the year; everything from pricing, supplier contracts, efficiencies [ph], I'd like to think that every month our manufacturing facilities run more efficiently and then the savings from restructuring actions.

So big picture, the volume is going to put some pressure on our margin, to the extent that material costs are up, you’re going to offset that with cost saves and productivity?

Correct.

Since that is the last question, we want to thank everybody for their questions today. Thank you for being on the call. I want to thank you, Matt, for a great job. Thank you, team, for supporting Matt. I thank the company for continuing to operate strong, efficient and optimistic and I want you to know: It’s fun again. Let's go have some fun.

This concludes today's conference call. You may now disconnect.