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Lear Corporation (NYSE:LEA)

Q3 2009 Earnings Call

December 18, 2009 11:00 am ET

Executives

Mel Stephens – Investor Relations & Corporate Communications

Robert E. Rossiter – Chairman, Chief Executive Officer & President

Matthew J. Simoncini – Chief Financial Officer

Lou Salvatore – Senior Vice President & President Global Seating Systems

Ray Scott – Senior Vice President & President Global Electrical and Electronic Systems

Terry Larkin – Senior Vice President, General Counsel & Corporate Secretary

Shari Burgess – Treasurer

John Trithal – Vice President Business Planning and Analysis

Analysts

John Murphy – Bank of America Merrill Lynch

Himanshu Patel – J. P. Morgan

Brian Johnson – Barclays Capital

Christopher Ceraso – Credit Suisse

Analyst for [Etay MaKaley] – Citigroup

Rod Lache – Deutsche Bank Securities

Sarah Thompson – Barclays Capital

Michael Rosenthal – QVT Financial

Operator

At this time I would like to welcome everyone to the Lear third quarter 2009 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question and answer session. (Operator Instructions) I will like to now turn the conference over to Mr. Mel Stephens. Sir, you may begin your conference.

Mel Stephens

The review materials for these earnings have been posted on our website earlier today and they will be filed with the Securities & Exchange Commission tomorrow. For today our presenters are Bob Rossiter, our Chairman, CEO and President and Matt Simoncini, our Chief Financial Officer. Also with us here today are Lou Salvatore, the President of our Global Seating Business and Ray Scott, the President of our Global Electrical Distribution Business. Terry Larkin, our General Counsel is here; Shari Burgess, Treasurer; and John Trithal, Vice President of Business Planning and Analysis.

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 our deck and they will also be included in our SEC filings. In addition, we will be referring to certain non-GAAP financial measures and additional information regarding these measures can be found in the slides labeled non-GAAP financial reconciliations also at the end of the slide presentation.

If you'll turn to slide two please, here we show the agenda for today's review. Bob will begin with a few brief comments on our plan of reorganization. Next, Matt will cover our third Quarter and year-to-date 2009 financial results. He'll also comment on our full year 2009 financial forecast and he'll provide an update to our consolidated sales backlog that covers the 2010/2012 period. Then Bob will provide some summary and outlook comments and following the formal presentation we will all be happy to take your questions. So if you'll please now turn to slide number three, I'll hand it over to Bob Rossiter.

Robert E. Rossiter

As most of you know, we entered Chapter 11 voluntarily on July 7th. While bankruptcy is never our first choice we needed to reorganize with the minimum disruption, preserve maximum value, and best position our company for long term success. Operationally, we did not miss a beat in terms of serving our customers. Our quality metrics continue to improve. Our suppliers were paid in full and we were able to preserve employee pay and benefits and leave pension obligations intact.

In addition, we were able to continue to win new business in every region of the world and we grew our three year backlog sales significantly to I think our highest level ever. Financially we were able also to reduce Lear's debt obligation by approximately $2.8 billion. We have no significant near term maturities. In addition, we have a cash balance of over a billion dollars so we have the financial resources to invest in new products and technologies as well as grow in emerging markets.

New Lear common shares have been listed on the New York Stock Exchange under the historical symbol LEA. Matt will provide more details on our capital structure and our share account in a few minutes. Also, importantly, this management team remains in place.

I'd ask you to go to slide four. Before I turn it over to Matt, I'd like to remind you of some important Lear strengths that have not changed. We continue to be the leading Tier I automotive supplier with strong market position and two critical product lines; seating and electrical systems. We have a long history of leadership and quality, customer satisfaction, and innovation that continues to represent the core of our value proposition going forward. I also believe we have the best customer relationships in the industry and that was very evident during this past year as our backlog has continued to grow.

We've made significant progress in restructuring our business over the past few years, including a significant expansion of our low cost footprint. The result is lower structural cost and improved operating efficiencies. At the same time we are continuing to diversify our sales in all regions and within our product lines. Lastly, I believe the strength and commitment of the Lear team is a clear competitive advantage to us. So now I'd like to turn it over to Matt and give you a financial update and I'll be back at the end.

Matthew J. Simoncini

Please turn to slide number five; this slide provides a group perspective behind this year’s industry environment and our financial results broken down into three periods, the first half, the third quarter, and the outlook for the fourth quarter. In the first half, industry production levels were severely depressed in our major market. As a result, our net sales were down 43% and despite significant cost reductions our core operating earnings were down and our free cash flow was negative.

In the third quarter, industry production remained depressed in the mature market but improved relative to the first half. As a result, our net sales were $2.5 billion down 19% from the same period a year ago. Our core operating earnings, however, were $111 million and our free cash flow was a $133 million. These solid results reflected the benefits from our operational restructuring initiative and other ongoing cost improvements.

For the fourth quarter, we expect net sales to be in line with the third quarter and core operating earnings to remain positive. I’ll provide more details on our four year outlook a little later in the presentation. In the next few slides, I’ll cover our third quarter and year-to-date results in more detail and provide an update to our sales backlog.

Slide number six shows the global industry production environment for the third quarter and year-to-date. In the third quarter, global industry production was down 6%. This was driven by lower production in Europe, down 8% and lower production in North America, down 21%. In Asia, industry production was strong in major markets with China up 66% and India up 18%. During the first nine months of the year, global industry production was down 22% led by a 42% decline in North America and a 25% decline in Europe.

Slide number seven provides our financial score card for the third quarter and year-to-date periods. Starting with the top line, we posted net sales of $2.5 billion in the third quarter with 45% of our sales coming from Europe, 32% in North America, and 23% in the rest of the world. On a global basis net sales were down 19% from last year. The decline reflects lower industry production in mature markets. Our reported pre-tax profit was $49 million compared with a loss of $72 million a year earlier. That income was $25 million, or $0.32 per share compared with a net loss of $98 million, or $1.27 per share in the year earlier period.

On the next slide, I’ll show results excluding restructuring and special items to highlight our underlying operating performance. SG&A as a percentage of net sales was 3.9% compared with 4.1% a year ago. The decline in SG&A reflects census reductions and cost improvement actions. On an absolute basis SG&A expenses were down about $30 million or 23% compared with the same period a year ago. Interest expense was about $22 million, down $47 million from last year. The lower interest expense reflected interest on Lear’s better in possession financing compared with the total debt obligations a year ago.

Depreciation and amortization was $65 million compared with $76 million a year ago. Lower depreciation expense reflects lower capital spending over the last several years. Other expense was $26 million in the third quarter of this year, the same level as a year ago. However, 2009 included charges related to transactions with certain joint ventures. 2008 was impacted by currency and foreign exchange items.

Going forward, we expect other expense to be approximately $10 million a quarter excluding special items. Also, during the third quarter, we recorded costs related to our capital restructuring of about $39 million. These costs included professional fees as well as incentive compensation program related to achieving certain bankruptcy related milestones and operating performance targets.

Slide number eight shows the impact of restructuring and special items on our reported third quarter and year-to-date results. In the third quarter our reported pre-tax income before interest, other expense, and reorganization items was $135 million. Excluding operational restructuring costs, fees and expenses related to capital restructuring, our core operating earnings in the third quarter were $111 million compared with $46 million a year ago. The credit for restructuring costs was driven by a change in our restructuring plan with respect to one action which reflected negotiated change in the certain employee benefit plans. The improvement in core operating earnings reflects favorable cost performance, including increased savings from restructuring actions, offset in part by the lower industry production. Note at the bottom of the slide indicates the impact of restructuring and special items on SG&A.

Turning now to our performance by product line starting on slide number nine, in the third quarter the adjusted margins for our seating business improved from 3.1% a year ago to 7.2% this year. The improvement primarily reflects favorable cost performance and accumulative benefit from restructuring actions offset in part by lower industry production levels in our mature markets. Third quarter earnings also benefitted by about 50 basis points from a favorable commercial item. Year-to-date our adjusted feeding margins declined from 5.1% to 3.4%. This reflects the sharpened lower industry production environment we experienced the first half of the year.

Slide number 10 shows adjusted margins for our electrical distribution business. In the third quarter this business earned a small profit. While our margin remains below the year ago period our results did benefit from favorable operating performance and savings from our restructuring. These positive operating factors however were more than offset by the lower industry production in North America and Europe. Longer term, we expect our electrical distribution business to continue to improve as we bring online our sales backlog, implement further cost reduction actions including additional restructuring actions, and we continue to grow in emerging markets and benefit from the industry recovery in our mature markets.

Please turn now to slide number 11. Free cash flow was $133 million in the third quarter following a cash outflow of $300 million in the first half. The improvement in free cash flow primarily reflects an improvement in earnings as well as the timing of certain payments. Compared with a year ago, free cash flow was favorable by about $150 million. This also reflects an improvement in earnings, period cutoff changes in relation to our fiscal calendar as well as lower capital spending.

In the fourth quarter, we expect free cash flow to be negative in the range of about $100 million. This reflects the timing of payments for certain pre-petitioned payables and cash costs for both out operational and capital restructuring. This is partially offset by continued positive operating earnings. Despite the projected negative free cash from the fourth quarter, free cash flow for the second half of 2009 is forecast to be slightly positive including funding for operational restructuring of more than $100 million and fees and expenses totaling about $70 million related to our capital restructuring.

Next, I’d like to provide some color on the status of the company’s balance sheet upon emergence from Chapter 11. Please turn to slide number 12. Our total debt obligations have been reduced by approximately $2.8 billion to $1 billion or less. We also have in excess of $1 billion in cash. A new capital structure provides adequate liquidity to support global operating needs and growth plans. In addition, we have no significant debt from maturities before 2012 and our debt covenants provide sufficient flexibility to navigate the current environment and execute our operating plan.

Slide number 13 provides a snapshot of our capital structure upon emergence from bankruptcy. Along with our new capital structure we have some new securities. This slide provides a summary of our common stock as well as the terms of our preferred stock and common stock warrants. Lear had 34.1 million shares of common stock and 10.9 million shares of preferred stock at emergence bringing total shares outstanding to 45 million shares. In addition, the outstanding warrants exercisable into 8.2 million shares in common stock and 1.3 million of management restricted units.

On a fully diluted basis, we have 54.5 million shares assuming full conversion of all warrants and the management RSUs, which vest over a three year period. The preferred stock has preferential rights over the common in liquidation. In addition, each share of preferred stock is convertible into one share of common stock. Each warrant is exercisable into one share of common stock on the business day immediately following a period of 30 consecutive days of trading, with a quoted price of the common stock equal to or greater than $39.63 for at least 20 of those days.

Lastly, before I summarize our full year financial outlook for 2009, I’d like to comment on our operational restructuring and cost improvement initiatives. We initiated a worldwide restructuring program in mid 2005 with a primary objective of responding to structural changes within the industry, maintaining and strengthening our long term competitiveness. We have focused on repositioning our cost footprint globally by accelerating our move to low cost country, streamlining our infrastructure with that of our customers, and eliminating excess capacity.

Through 2008, we have invested $580 million in the restructuring program and we’re forecasting another $180 million of investment this year. This has allowed the company to significantly improve our operating efficiency and lower our ongoing cost structure. Major restructuring actions have included the closure of 35 manufacturing facilities and 10 administrative locations, significant census reductions, and a substantial realignment of our low cost footprint. Presently, we have more than half of our facilities and 75% of our worldwide employment located in low cost countries. Our annual savings from restructuring actions totaled about $250 million through 2008 and our incremental savings this year are expected to be about $125 million.

Slide number 15 summarizes our full year 2009 financial outlook. We are forecasting net sales for the year of approximately $9.5 billion. Our core operating earnings are estimated to be about $80 million. Interest expense is estimated to be about $165 million. On a pre-tax basis, our forecast adjusted to exclude restructuring costs and other special items is a loss of $140 million. Our estimate for tax expense is about $70 million. Restructuring costs are estimated to be about $180 million this year. Capital spending is expected to be approximately $110 million and depreciation and amortization is estimated about $265 million.

Lastly, free cash flow is expected to be about a -$275 million for the year. After positive free cash flow of about $300 million in the first half, we are forecasting positive free cash flow of about $25 million in the second half. Our four year free cash flow forecast includes approximately $300 million of cash costs related to our operational capital restructuring.

Slide number 16 provides an update on our consolidated sales backlog. As a reminder, we define backlog as net new business awarded or new business that has been awarded less programs rolling off and any lost business. We do not include pursued or high confidence new business or nonconsolidated business. Since our last formal update in January of 2009, we have been very successful in signing new business in every region of the world despite lower industry buy-ins and program cancellations and deferrals by our customers.

The present status of our three year backlog covering 2010 through 2012 now stands at $1.4 billion. This new business continues to represent further diversification of our sales as 40% is in seating and 60% is in our growing electrical distribution business. Also, more than half of our backlog comes from outside of North America. Now, I’d like to turn it back to Bob for some closing comments before we take your questions.

Robert E. Rossiter

To sum it up where Lear is today, our company continues to have a very strong customer focus and our operating fundamentals have never been better. We completed the financial restructuring process in just four months and emerged from Chapter 11 with a strong flexible balance sheet. With over $1 billion in cash and less than $1 billion in debt, we have financial resource to invest in new products and technologies and further grow in emerging markets.

Earlier this week, new Lear shares began trading on the New York Stock Exchange. We are regaining our positive operating momentum despite continued challenging industry conditions. In the third quarter we posted positive operating earnings and positive free cash flow. In looking ahead our sales backlog for 2010/2012 period represents continued sales growth and diversification.

To conclude, I’d like to thank our employees for their dedication and hard work as we move through this financial restructuring process. I’m very pleased that we are able to retain all of the positive factors that make Lear a global industrial leader; our unrelenting focus on quality, our unwavering commitment to customer satisfaction, and the most talented team in the entire business. When you add to that our strong balance sheet, competitive cost structure, and focused growth strategy we are ideally positioned to benefit from the industry recovery. Now we’d like to open it up for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from John Murphy – Bank of America Merrill Lynch.

John Murphy – Bank of America Merrill Lynch

I have a number of questions here so I’ll try to keep them as brief as I can. First, when we look at the core operating margin it was about 4.4% in the quarter. Obviously, this was a better quarter than what we’ve seen in the first and second quarters of this year but still not a fantastic quarter. That was a pretty good performance in what is still a tough environment. Do you foresee, and at the higher end of the range of where you guys perform in the past, do you foresee further expansion in that operating margin going forward as volumes recover and as your restructuring kicks in? I mean could we see significant expansion there?

Matthew J. Simoncini

It depends as much as anything, John on the industry and specific car lines within the industry that we sell to. What we said in the past, and I still believe it to be true, which is we believe that seat margins can remain in the 6% to 7% range and we think ultimately when the industry recovers and the backlog kicks in and the benefits of restructuring take hold on the electrical distribution business that those margins could be comparable to the seat. So we do think, longer term, there’s margin expansion opportunities. Our operating leadership under Ray and Lou has done a phenomenal job taking cost out. We think many of those cost reductions are sustainable even with higher production volume. So yes, we think we can move the margins up longer term.

John Murphy – Bank of America Merrill Lynch

Then next, if we look at the EBITDA for the second half of the year, it looks like it’s in a ballpark of about $330 million in the second half. That’s in a production environment in North America about $5 million, a reasonable production environment in Europe, would it be safe to say in an environment where North American production was about 10 million units that you could annualize that to 660 as we see expansion in production that it could go up from there?

Matthew J. Simoncini

I want to get away from providing guidance on the out of [inaudible]. We’ve a lot of public information out there, John for 2010, ’11, and ’12 as part of the disclosure statement. What I like to say is we don’t sell to the industry per se, we sell to the specific car lines within there so as much as anything part of it’s the mix. I do think the second half is a pretty good run rate although it’s always businesses is linear. There’s engineering expenses that need to drive the backlog and development costs so it’s hard to make a run rate out of two quarters. I think, what I would say about the outer looking periods is, it looks like we’re starting to see some recovery in the production volumes. There’s still a lot of uncertainty on the car lines within that production volume. We’ve got a lot of public information out there on ’10, ’11, and ’12 and we’re comfortable with those projections.

John Murphy – Bank of America Merrill Lynch

Next, just on the balance sheet pension and OPEB liabilities, where do those stand now that you’ve worked through the process?

Matthew J. Simoncini

During all this we’ve continued to fund all our pension obligations. At the end of the year last year John, we were at about $250 million under funded position at 12/31/08 on our pensions, of which about $175 million of that was US and Canada. We’ve seen some recovery on the performance of the assets through the first half of the year, we would expect that to happen to continue through the third quarter. Again, we’ve continued to make funding during this period so we haven’t shied away from that. Now we think we’re going to be in pretty good shape.

John Murphy – Bank of America Merrill Lynch

Lastly, Bob just on sort of the bigger picture and where the company goes going forward, obviously there’s growth in electronics in the backlog. Are there opportunities to make acquisitions that exist out there, in companies that are distressed to grow these businesses significantly larger, or do you believe with the portfolio and the backlog that you see in front of you that this company is got the economies of scale and can take over businesses as opposed to making acquisitions going forward? I mean is there acquired growth that comes in going forward?

Robert E. Rossiter

One, I think we’re on a pretty good path now and I think during the Chapter 11 process, I think and during the last year the things that we faced one, the industry cutting back and two, the fact that programs were delayed even in that time we secured the biggest backlog in our history. I think the other thing that’s telling in there is that a high degree of it was in the electrical electronics area. So the team that we put in place under Ray Scott’s leadership is doing the job.

I believe that this business is going to grow. We’re looking for opportunities. I’ll tell you, John, we’re not going to get our company in a leveraged position like we did before. We think there’s other ways to grow this business one, organic growth which is actually my preference and always has been. I’ve never really been a really big proponent of acquisitions. It’s a quick and easy way to do things but it’s difficult.

I think the philosophy that we have here and the way we conduct and run our business and the team we have, I believe that we’re going to longer term, and pick up significant shares. There is opportunity on the other hand I think to find ways from a joint venture standpoint to help us grow. Then the last piece that I think is probably more critical to our growth longer term is our growth in Asia in the east market and I think we’re positioned pretty well there today. We’ve got a number of joint ventures there that we really are going to put more focus and emphasis on. I think longer term our company’s fine. But we’re always open to opportunities and with equity and the right partners, we’d look at things but I don’t want to see the company get into a highly leveraged position of the past.

Operator

Your next question comes from Himanshu Patel – J. P. Morgan.

Himanshu Patel – J. P. Morgan

A couple questions, on the third quarter results themselves just at the core operating income level, it looks like roughly a 60% sequential contribution margin Q2 to Q3. That seems pretty high by historic standards, I’m just wondering, what are your thoughts on that going forward? Should we view that as sustainable or does it sort of fall back to the 20%, 25% range you guys have talked about before?

Matthew J. Simoncini

We’ve taken a lot of costs out of the system, Himanshu starting with the restructuring actions that we talked about on an earlier slide of $125 million for the year, that is sustainable. I think on an SG&A basis, much of what we’ve done in SG&A as percentage of sales, or actually on a law basis is sustainable because it census reductions. However, there is a piece of that that needs the flux as the backlog comes on because it’s related to program development.

Cost; we think we’ve made a good dent in our infrastructure cost. I’m happy the way we performed against the variable margins at 20% that we talked about in the past. We still think that’s a good rule of thumb. Like I said, we’re not going to get too much into 2010 out there because there’s a ton of information and we’re still doing our bottoms up plan. But what I would say is if we used the restructuring amount and keep SG&A as a percentage of sales in that high 3% to 4% range I think you’ll be pretty close.

Himanshu Patel – J. P. Morgan

Just what precisely changed from the Q1 to Q2 walk versus Q2 to Q3 walk? I understand the cost savings have been pretty strong but I have to imagine those were coming through even in the first part of the year. So was it just mix differences that really drove the higher contribution margin?

Matthew J. Simoncini

It’s both. Cost savings is kind of like a snowball coming down a hill, once it picks up momentum, they gain in size. So you have a bit of that. We’ve done some nice things commercially both on helping out solutions with our customers and also working out supplier consolidation that’s provided benefit through the years. The mix is improved first half to second half or at least first quarter to third quarter that we benefit from that as well; global mix. We see strength in our operation major so with a company this size it’s kind of hard to put your finger on one thing. I will tell you that, if we had to bucket it, what I would say is that it’s probably equally mix and cost reduction actions.

Himanshu Patel – J. P. Morgan

Then the backlog growth is pretty impressive, can you help us just break that down? What was the last reported backlog number you guys gave and what is the breakdown between seating and electrical previously versus now?

Matthew J. Simoncini

The last backlog we did was back in January. At the time, we said, “Hey our backlog’s roughly $1.1 billion.” The way we broke it down at that time was, roughly $600 million of it was in seating and the remainder was in electrical.

Himanshu Patel – J. P. Morgan

The new backlog is – I’m sorry, you gave the numbers earlier, I missed it. What’s the new breakdown?

Matthew J. Simoncini

60% of 1.4 is in electrical distribution and 40% of it’s in seating.

Himanshu Patel – J. P. Morgan

So fair to say, the seating backlog has sort of stayed flattish and most of the growth and the backlog came from electrical.

Matthew J. Simoncini

Wait a minute, I wouldn’t necessarily characterize it like that Himanshu. I think it’s still a pretty sizable amount in seating if you take the 40% onto 1.4. The seat group, led by Lou Salvatore has done a great job in growing that business in a time when there’s been a lot of delays in program launches and uncertainty as well as certain roll off programs. I think the takeaway that we’re trying to say in this is that, with the 60% of the backlog coming out of electrical we’re continuing to diversify. So it’s not, I don’t think in any way that the seats are lagging their historical performance on business wins.

Himanshu Patel – J. P. Morgan

That’s the point, it’s actually better to the extent, because a lot of other suppliers have actually talked about their backlog going down because of lower industry volume. So I guess holding flat on an absolute basis for seating sort of implies that there’s been net new wins there.

Robert E. Rossiter

That is true.

Himanshu Patel – J. P. Morgan

Last clarification, just a lot of stuff going on with commodity economics for other suppliers. Where are you guys now in terms of recovery mechanisms on your future contracts for commodity costs versus where you were a year ago?

Robert E. Rossiter

There’re two major commodities that really have a direct impact on our operating resolved, the biggest one is steel. We’ve seen a benefit in the third quarter because the lower metal prices and that’s benefitted slightly in our seating business. The vast majority of our exposure to steel is actually through purchase component. So from that standpoint, we did get a little bit of a tailwind, they are starting to trend up. The other major commodity that we use is copper, most of which is covered through pass through agreements with our customers. There is a small portion, roughly 20% of what we use, let’s say a 75 million pound annual buy, about 20% of which is used in the components that are not covered through commercial pass throughs. We do hedge about two-thirds of that. Those hedges, fortunately a little bit under water. Net-net, we did get a little bit of a tailwind in the third quarter because of the commodities but not what I would consider to be significant.

Operator

Your next question comes from Brian Johnson – Barclays Capital – Barclays Capital.

Brian Johnson – Barclays Capital

A few questions, do you know the precise cash and debt at the time of emergence that was used as our baseline?

Matthew J. Simoncini

No. I know we’re getting a lot of questions on that because of the exit cash balance that we have. What I would say first and foremost, our best estimation of where the cash and debt balances are going to be is what we stated in our disclosure statement. Just to refresh everybody’s memory at that time we said after the working capital adjustment and I’ll talk about what that is in a minute, after the working capital adjustment, we expect a pay down of preferred stock of approximately $50 million, and this is all contractual, $50 million of the second lien and the remainder would go against the first lien and we expect that to be $100 to $200.

From a working capital mechanism, we would expect through the calculation to return roughly $150 to $200 million of cash to Lear where that would remain with us. So if you did the walk from that standpoint, it would leave you with a cash balance of roughly $1.2, $450 million of preferred, $550 million a second lien and first lien that in the $300 to $400 million range. That’s kind of what we’re looking at right now. We’re still working through the mechanics of the working capital adjustment but that’s our best estimate.

Brian Johnson – Barclays Capital

Then on backlog, 2011 looks strong and then 2012 is back down substantially, is that something related to how you’re in bankruptcy? Are there things in the pipeline that would improve that or do we just have a –

Matthew J. Simoncini

I think that has more to do with open sourcing in the outer periods especially three years from now. So I think there’s still a lot of opportunity to improve that number. In fact, I would expect that number to grow.

Brian Johnson – Barclays Capital

And the electrical mix, is any of the hybrid, inverter, converter business showing up, moving that backlog towards electrical or is this just core traditional electrical?

Matthew J. Simoncini

I’ve got Ray Scott who’s our president of our electrical distribution business is here in the room with us and he’d be more than happy to answer that one.

RR

Absolutely. One of the significant wins that, and one of the largest suppliers of the [volt] and we’ve been able to take the competencies that we built for the [volt] with the bulkhead battery disconnect, the battery charger, the electrification of the distribution centers and be able to apply that to Renault Nissan, use that with BMW, and other customers.

Brian Johnson – Barclays Capital

So that backlog is reflecting some of that hybrid growth initiative.

RR

Some of it and we actually feel that’s going to grow significantly.

Brian Johnson – Barclays Capital

What’s causing the backlog to tilt over all through North America? Most other suppliers we’ve seen have been European, Asian tilt.

Matthew J. Simoncini

It still is for us as well, it’s not that North America is not an important market for us and we continue to win business in North America. There was just some roll off programs that kind of disguised it a bit. North America’s important. We’re in a business in all geographic regions.

Robert E. Rossiter

Some of the business in North America is also from Asian and European producers.

Brian Johnson – Barclays Capital

I guess final question, when do you expect the NYSC trading to begin?

Matthew J. Simoncini

It’s kind of traded on a win issue basis right now. We would think by the end of this week or early next week that it will truly be listed under LEA as we try to get the shares in to everybody’s hands. The difficulties that we were having, Brian were related to the debt traded right up to the minute of emergence. Trying to catch who actually and verify who actually gets the shares has been a bit of a challenge.

Operator

Your next question comes from Christopher Ceraso – Credit Suisse.

Christopher Ceraso – Credit Suisse

As you look at the guidance for Q4, you’re guiding to core operating earnings of around $90 million. Why is that lower than the Q3 number? You’ve got revenues that are kind of flat. Most forecasts call for production to be up sequentially. You mentioned maybe a $10 million commercial settlement that helped you, is there anything else that goes away such that your profits will go down from Q3 to Q4?

Matthew J. Simoncini

Yes, there are a few things that go in there. First and foremost, again, I don’t know how else to stress this point, we don’t necessarily sell to the industry specifically we do see the industry projection on the valiance. What we’re working off, at this point of year we start working off the [inaudible] on our car lines and building it up from the bottoms up.

There was the one time commercial settlement. The number you used is the right number, Chris but there’s also need to start investing in backlog programs as that backlog’s coming on line, getting ready to launch that, and start developing, doing the development cost on there. So again, business isn’t always linear in this case. That’s probably the biggest reason why you see a little disconnect between third and fourth quarter.

Christopher Ceraso – Credit Suisse

Were there any important changes to pricing or any contracts with your customers while you were in bankruptcy that we should know about?

Matthew J. Simoncini

We didn’t reject any contracts. We work with our customers in a cooperative manner to try to find solutions that works for them and works for us. We think we’re the best at engineering changing and providing low cost solutions.

Robert E. Rossiter

The only thing I would say is that, I think if you take a look at our overall Chapter 11 preparation, there was never intent to hurt anybody. It was to sit down and try as we always have to try find ways to work with everybody to reach an equitable settlement. I think we did that very well with the unions and with our customers, with our suppliers, with our bond holders, and with our banks.

The unfortunate part of it was we lost a lot of shareholders. We all are shareholders as well. That hurt but in truth, I think what was done beforehand by Matt Simoncini, the CFO, by Terry Larkin, his legal group, the group from finance, and the two operating groups, I think it really showed how dynamic the company truly is and the relationships it has with all constituents that we deal with. Lastly, I’d like to thank our employees who were understanding, never gave up on the company. I just want you to know that even through that, we were able to keep everybody pretty well satisfied.

Christopher Ceraso – Credit Suisse

You mentioned the full year ’09 restructuring benefit of $125 million, were you at that run rate by Q3 or are there more to pick up in Q4?

Matthew J. Simoncini

We’re at that run rate pretty much in Q3. The issue is there’re additional charges in the fourth quarter but those savings won’t show themselves until later periods.

Christopher Ceraso – Credit Suisse

Then just the last question about the backlog, as you’ve mentioned a lot of it’s in the electronics business, the margin on the backlog businesses is it closer to your longer term expectation or is it going to run more like the 2% to 3% that you’ve been doing there.

Matthew J. Simoncini

It’s consistent with where we expect the segment margins to go overall. The key to returning to the sustainable margins that we’ve been guided to in the 6% to 7% longer term really is about scale. This business has been hit a little bit disproportionately than the other segment because of the impact on mix. I mean their sales were down, are down about 40% on a year-over-year basis. We think once we get the backlog and the industry recovery, they’ll start seeing the margins improve closer to those longer term run rates of 6% to 7%.

Christopher Ceraso – Credit Suisse

Just one more if I can, the backlog number is so big in 2011, are there one or two or three big programs that we should look for to gage how those are performing relative to your expectation for the backlog in ’11?

Matthew J. Simoncini

Probably the biggest one in there is the, I think you get the second half of the Chrysler 300 coming through but it’s not dominated by a major program and it’s not dominated by a particular region. It’s pretty diversified.

Operator

Your next question comes Analyst for [Etay MaKaley] – Citigroup.

Analyst for [Etay MaKaley] – Citigroup

I want to drill down on a couple of points that were touched on already. I guess first, backlog progress looks pretty solid. How was your quoting activity during the financial restructuring process? How is it today particularly in your –

Lou Salvatore

I believe Bob covered that a little bit. During Chapter 11 we continued to have positive relationships and quoted all over the world, including in Europe. I saw no difference in RFQ activity. As you can see, the awards continue to come in about historical levels and I expect to continue to have our share of success on the business that was quoted during Chapter 11.

Analyst for [Etay MaKaley] – Citigroup

Did you see yourself losing any share because obviously some of your competitors were parading that sort of thing?

Robert E. Rossiter

I’d probably like to answer that. No, actually we gained share in relation to several of our competitors, but that’s not something we sit around and do. We focus on what we do. I think this is a pretty solid team and it’s proven itself over time that it has the ability to grow because we have such wonderful relationships and because we’re a competitive company. That’s not going to change and the facts are, with this financial restructuring and the footprint change we’ve made to this business, we’re more competitive now than we’ve ever been.

Analyst for [Etay MaKaley] – Citigroup

Then on your financial projections, I believe that you said you were comfortable with those projections but you didn’t want to go over them. I was hoping you could refresh us on what kind of restrictions you have in terms of capital investments as well as acquisitions.

Matthew J. Simoncini

We do have certain buckets related to capital spending but there is sufficient cushion to what we’ve used in the long range plan. In the long range plan for next year, for instance we had capital spending of $175 million and that’s going up to $190 and then to $235 in the subsequent two years.

Robert E. Rossiter

That’s still right around 1.5%.

Matthew J. Simoncini

We’ve got more than enough availability in our covenants to cover that.

Analyst for [Etay MaKaley] – Citigroup

In acquisitions as well?

Matthew J. Simoncini

Any really meaningful or significant acquisition would probably require some renegotiation of the debt just from the standpoint of borrowing but you heard Bob earlier, that’s not on our radar screen, that’s not in our plans. So we’re not really concerned about it.

Analyst for [Etay MaKaley] – Citigroup

Then just strategically, when you’re looking at the electrical and electronics business, you have a lot of backlog growth there, how should we be thinking about that longer term, in terms of your revenue projections from your court filings?

Matthew J. Simoncini

If you looked at it in what’s implied in the core files just to industry recovery and backlog over the three year period, you get a number that’s probably in the mid three billions in revenue.

Operator

Your next question comes from Rod Lache – Deutsche Bank Securities.

Rod Lache – Deutsche Bank Securities

A couple things left over, I would think that you still have a fair amount of underutilized capacity and was hoping you can maybe just elaborate a little bit on how you see the incremental margins in your two businesses, initially and then kind of longer term? If I understand you correctly on the electrical business, basically the strategy for improving the profitability there is purely volume, is there anything else we should be anticipating there?

Matthew J. Simoncini

Let’s break it down in two pieces here. Actually there’re probably three questions that were included there. Starting with capacity, the capacity of the JIT plants, just in times seat plants are pretty much tied to the customer production. Unless the customer takes plant out, you’re left with the volume that it’s running at and so you can do the math there on the various car lines versus what they’re peak is. Safe to say that the vast majority of those are not going to be running at capacity. As far as the component plants, we did not adjust the footprint down to eight million units because we don’t think that’s the right number on a go forward basis. That’s also allowed us to take advantage of restructuring or doing things a little bit faster than we had anticipated doing it.

How that relates to the incremental margins on variable margins as sales come and go, safe rule of thumb is usually 15% to 20% on improvement. There’re a lot of factors that go into it. Most importantly is which car lines and what’s the profile of those car lines and how they come in and then what other expenses do we have to have through development and backlog. Your last piece was on the [inaudible] on electrical. It’s not just volume, they’ve done a lot of work, Ray and his team has done a lot of work restructuring that business and getting out of high cost locations. Moving the production to Northern Africa, Eastern Europe, and electronics into Northern Mexico. So they’re continuing to look for opportunities to improve the profitability that’s not related just to volume.

Rod Lache – Deutsche Bank Securities

The 15% incremental margin historically was in the 15% range in seating and I think closer to 20% in electrical. Is that still the case now though you’re taking advantage of underutilized capacity in the electrical business?

Robert E. Rossiter

Yes. Still the case.

Rod Lache – Deutsche Bank Securities

Then just lastly, can you maybe just elaborate on the build and fx assumptions that you’ve built into the backlog. You said that they’d been recalibrated versus a year ago.

Robert E. Rossiter

What we use is an fx, the biggest impact on a backlog from a foreign exchange basis is the Euro. We use the Euro at $1.40. Then we use for our projections always we use CFM and if you use CFM you’ll be very, very close to what we use. But again, we build it up typically by car line. But again, if you want to tie into our projections, always use CSM.

Operator

Your next question comes from Sarah Thompson – Barclays Capital – Barclays Capital.

Sarah Thompson – Barclays Capital

I just wanted to get a clarification on a couple things. On the cash balance, I realized there’s a question about what it was on emergence on an adjusted basis, but if we just look at for the end of 2009, because it will take the working capital confusion out of it. If I start with $1.77 billion, I take off $100 million, I think you said you’re going to burn $100 million of cash flow, $100 million for the preferred, and secondly and pay down $500 million for the debt pay back and then I borrow somewhere between $300 and $400 million on the new facility, I should end up with cash of like $1.37 to $1.47 at year end. Is that correct?

Matthew J. Simoncini

Again, I couldn’t follow your walk exactly Sarah, but I think what we would be in the ballpark of $1.5 if you filed the disclosure statement. We’re still kind of comfortable with that. Again, we cut off the month on October 3rd which happened to be right smack dab in the middle of receiving cash from our customers and not fully dispersing many of the centralized payments out of North America which puts that number a little higher on a normalized basis. So I think your math is about right.

Sarah Thompson – Barclays Capital

I was just trying to more to get to the yearend number. Second question, and I realize you don’t want to give guidance but I just want to make sure I’m understanding this, your planned projections were obviously quite a bit lower for 2009 and 2010 I think EBITDA or EBITDAR was like $440 million but you’ve also given guidance that you can’t annualize this quarter or the second half and you’re comfortable with 2010. Should I take that to mean that you’re comfortable? You’re going to hit at least $440 and you’re not ready to give us an update or is there something tawny in 2010 that wouldn’t bring us back down like that?

Matthew J. Simoncini

We’re comfortable with 2010. We’re still going through our bottoms up planning cycle. There’re a lot of variables that go into building projections as you know. Everything from the industry and specific car lines and commercial deals, commodities, F, cost reduction, commercial pricing, what-not. We’re still going through a line-by-line, bottoms up build-up of the number and right now based on everything that we see, we’re comfortable with the number in 2010.

Operator

Your final question comes from Michael Rosenthal – QVT Financial – QVT Financial.

Michael Rosenthal – QVT Financial

Thank you. Just wanted to confirm, you said that you expected the stock would begin to trade regular where you thought at the end of the week or early next week, is that right?

Robert E. Rossiter

Yes.

Michael Rosenthal – QVT Financial

Then in terms of your North American seating backlog, has anything changed in the last year in terms of expected profitability of the car segment as opposed to the truck?

Matthew J. Simoncini

No, it’s about the same. The backlog is coming in, the margin expectations are consistent with the segment margins overall. Lou, do you have anything you want to add?

Lou Salvatore

Yes, just a couple things. We’ve had some very exciting wins in North America particularly. The PF 500 just came out in the Wall Street Journal; very exciting product. The Volkswagen Beetle. We’ve got the GM Regal in Canada. We put in the Mercedes Coupe in Europe and the Nissan Global A platform; we’re having a lot of success. That’s absolutely right, it will be certainly in line with previous operating income.

Michael Rosenthal – QVT Financial

Is that to say that there’s been improvement in profitability of the car segment seating from historical –

Matthew J. Simoncini

I mean the mix between the way we look at the margins or what drives margins, level of vertical integration, and the amount of content on a seat. Obviously three rows of heavy contented seats are typically that we make all the components are typically having to build and improve margins. That being said, a high end luxury vehicle has more opportunity to perform than an entry level vehicle. So when we talk about variable margins, we try to make that distinction between past car and truck.

Robert E. Rossiter

We’ve got to try to break this myth that it’s all in sport utilities seat. It’s not there. It’s pretty well balanced throughout and in fact, one of the things that I think the team did extremely well, when getting the customers to work with them pre Chapter 11 was to more balance evenly our margins on our other products. That was probably the biggest thing. The overall number didn’t shrink but the way we spread it around was a little more balanced. I think it’s a little more realistic look at the way the business should be done longer term.

Matthew J. Simoncini

It’s not like the, just to add to that, it’s not like the third quarter in any stretch of the imagination was a stellar quarter –

Robert E. Rossiter

But it’s a good question because we wanted that to get out. Thank you. Thanks for calling me beforehand and getting the [inaudible] from me.

Michael Rosenthal – QVT Financial

You mentioned the vertical integration, I think in the last couple of years maybe you’ve moved a little bit away from vertical integration.

Robert E. Rossiter

No actually, we’ve moved more into it. We’ve done more vertical integration. In fact, we now today can make every component that we have. We don’t want to make every component. We do want to be in the right regions of the world to produce and we want to have the capability to look at what’s in the marketplace. The other thing is we don’t need to replace everybody in the planet’s investment. I think we need to use it wisely but we have to have the ability to manufacture those components so we can remain the most competitive supplier in the world. But we will be in every component.

Michael Rosenthal – QVT Financial

In terms of frame components, can you give an estimate of what percentage of your complete seat? Are you actually producing the frame as well?

Lou Salvatore

We’ve got about, I wouldn’t call it frame, and I call it all metals. We’re about 30%; we make about 30% of the metals that go into our Just in Time seats; metals and mechanism.

Robert E. Rossiter

Since that was the last question, I usually wrap it up with a few comments. You know this team didn’t have any experience in Chapter 11 but the preplanning and the work that went into it, you did a great job. I’m just happy it’s over with but I can’t thank as I said, Matt, Terry, finance, EP, the operations of the company for the job you did. I appreciate the people; the understanding that you took because I know it was disappointing. But the attitude you carried to work every day, the efforts you had and the fact that you’re all team players really helped to get this thing through and continuing to believe in this great company.

Lastly, I’d like to thank the former board, some of which I’m sure are on the call today. Thank you for the great service you gave to the company, right guidance, tough questions, and independence that you showed for the shareholders. I want to welcome the new board and look forward to a long working career with you and hopefully we’ll see this company go to new successful levels. Thank you all for the time and thanks everybody for their questions on the call.

Operator

Ladies and gentlemen, this will conclude today’s presentations. You may now disconnect.

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