UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 17, 2008
LEAR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware |
1-11311 |
13-3386776 |
(State or other |
(Commission File Number) |
(IRS Employer |
|
jurisdiction of |
Identification |
incorporation) |
Number) |
21557 Telegraph Road, Southfield, Michigan (Address of principal executive offices) |
48033 (Zip Code) |
(248) 447-1500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure.
On January 17, 2008, certain officers of Lear Corporation will make a presentation at the 2008 Auto Analysts of New York Detroit Auto Show Conference. The visual slides from the presentation are attached hereto as Exhibit 99.1 and incorporated by reference herein.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits |
|
99.1 |
Visual slides from the presentation to be made by certain officers of Lear Corporation at the 2008 Auto Analysts of New York Detroit Auto Show Conference on January 17, 2008, furnished herewith. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Lear Corporation
Date: January 17, 2008 |
By: /s/ Matthew J. Simoncini |
|
Name: |
Matthew J. Simoncini |
|
Title: |
Chief Financial Officer |
3
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
|
4
January 17, 2008
Auto Analysts of
New York Conference
Exhibit 99.1
1
Agenda
2007 Accomplishments
Bob Rossiter, Chairman, CEO and President
2008 Outlook and Sales Backlog Update
Matt Simoncini, Chief Financial Officer
Restructuring Status and Major 2008 Launches
Jim Vandenberghe, Vice Chairman
2
Major 2007 Accomplishments
Significant progress on global restructuring actions
Improved financial results; strengthened balance sheet
Completed divesture of North American Interior business
Seating business performing well; steps taken to
improve Electrical and Electronic business
Maintained quality and product innovation momentum
Continued to aggressively grow total Asian sales
Significantly Strengthened Competitiveness,
Improved Financial Results And Increased Flexibility
3
Net Sales*
Excludes Interior business:
- 2005 -- $3.1 billion
- 2006 -- $3.2 billion
- 2007 -- $0.7 billion
(in billions)
(in millions)
Core Operating Earnings*
Improved Financial Results
Net Sales And Core Operating Earnings**
* Excludes Interior business:
- 2005 -- $(77) million
- 2006 -- $(161) million
- 2007 -- $16 million
** Core operating earnings represents income before interest, other expense, income taxes, restructuring costs and other special items, excluding the
divested Interior business. Pretax loss was $1,187.2 million and $655.5 million in 2005 and 2006, respectively. Please see slides titled Non-GAAP
Financial Information and Forward-Looking Statements at the end of this presentation for further information.
≈$15.3
4
Free Cash Flow
Returning To Historical Trend Levels*
2005 Unusual Factors
Change in customer payment terms (four day delay resulted in full month impact to
reported cash flow)
Historically large backlog / launch schedule and associated investment
Customer production volatility
Increasing commodity costs / supplier distress
*Free cash flow represents net cash provided by operating activities before net change in sold accounts receivable, less capital expenditures. Please
see slides titled
Non-GAAP Financial Information and Forward-Looking Statements at the end of this presentation for further information.
in millions
~$400+
5
Lear Positioned To Realize Future Value
Through IAC Joint Ventures*
IAC is a global market leader with annual sales of about $5.5 billion:
Products include door panels, flooring and acoustics, instrument panels and
cockpits, overhead systems and interior trim
Joint venture is a platform for industry consolidation, restructuring and
business integration in this segment
Lear is positioned to participate in improving business fundamentals
IACEurope
Annual sales of about $1.5 billion
Lear holds a 34% minority interest in IAC-Europe
IACNorth America
Annual sales of about $3.5 billion
Lear holds a 19% minority interest in IAC-North America
* Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
6
Strong Market Position In Core Products
Sources: Lear Market Share Study / CSM Worldwide Survey Data (based on independent suppliers)
#2 globally, in a market estimated
to be $45 to $50 billion in size:
- #2 in North America
- #3 in Europe
- #2 in China and #1 in India
Lear is the highest quality major seat
manufacturer for the past 6 years,
according to J.D. Power Seat Survey
First to market SoyFoam and leader in
whiplash protection with ProTecPLuS
Niche player in electronic
modules, wireless products,
premium audio/video systems
and tire pressure monitoring systems
Seating Systems
#3 in North America
#4 in Europe; among leaders in China
Leader in junction box technology
Proprietary terminals & connectors
Portfolio of hybrid electrical components
Electrical Distribution Systems
Electronic Products
and
7
Opportunity To Grow Electrical and
Electronic Business
Power distribution is a critical system within every vehicle
Expertise in system architecture and integration
Ability to adapt new technologies into automotive applications
Core capabilities in areas of increasing consumer demand
(e.g., premium infotainment and hybrid electrical systems)
Hybrid Electrical Systems Market Opportunity*
Rapidly growing demand for hybrid vehicles in North America [estimated at
700,000 vehicles in 2008 and over 3
million vehicles in 2013]
Sizeable hybrid electrical market potential [estimated at
$760 million in 2008 and $4.3 billion by 2013]
Lear offers a portfolio of hybrid electrical products:
Fuse Connectors [Lear Patent]
*Hybrid Market Forecast Information by Strategy Analytic
Integrated Power Module
High Voltage Wiring
Power Distribution Boxes
Power Inverters
Power Converters
[Lear Patent Pending]
8
Aggressively Growing Total Asian Sales***
Total Asian Sales**
($ in millions)
* Includes consolidated and non-consolidated sales.
$1,450
$1,850
~$2,850
$2,200
** Includes sales in Asia and with Asian manufacturers globally; excludes Interior business.
*** Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
2007 Highlights
Significant market position
in China:
Total sales > $700 million*
Supply 20+ OEMs on
> 100 vehicle programs
19 manufacturing facilities
with approximately 6,000
employees
Lears fastest growing
market
11 new facilities in China and
India supporting Ford, Mazda,
Chery, Tata, M&M, BMW and
Hyundai
$950
9
2008 Outlook and Sales
Backlog Update
10
2008 Outlook
Production And Commodity Assumptions*
11
Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
Production
(units in millions)
2008
2005
2006
2007
Outlook
2008
Trend
North America
Total Industry
15.8
15.3
15.0
14.4
Big Three
10.7
10.0
9.4
8.6
Europe
Total Industry
18.7
19.0
20.0
20.1
Lear's Top 5 Customers
9.5
9.7
10.2
10.0
Euro Value ($/Euro)
$1.25
$1.25
$1.37
$1.45
Asia
Total Industry
22.3
24.3
26.0
28.2
China
4.3
5.7
6.8
7.6
India
1.4
1.6
1.8
2.5
Key Commodities
Hot-Rolled Steel ($/lb.)
$0.38
$0.39
$0.36
$0.36
Copper ($/lb.)
$1.63
$3.02
$3.21
$3.22
Status
Actual
Positive Factors In 2008 Help Lear Mitigate
Adverse Production Environment
in North America*
Net new business of $330 million in 2008
Growth in Asia and with Asian manufacturers globally
Increasing savings from global restructuring actions
Ongoing operating efficiencies and cost reductions
Continuing improvement in international operations
Less volatility in key commodity prices
Maintain target margin in Seating and improve margin in
Electrical and Electronic segment
Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
12
Seating Business Performing Well*
Global Footprint /Platform Breadth
Customers include all major OEMs
Best-in-class expertise across platforms
Global program launch executions
R&D leveraged globally
Customer Focused
Industry leading benchmarking capabilities
via Cost Technology Optimization (CTO)
Long-term collaborative partnerships
Quality Leader
Leader in customer ratings and independent
quality surveys
Reduction in overall system costs
Cost Competitive
Low-cost country footprint for components
Global common architecture strategy
Vertical integration capabilities
* Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
Maintain Healthy Margin And Leadership Position
Seating Margin
Lears Competitive Strengths
13
Electrical And Electronic Business
To Improve*
Market Environment
Fierce global competition depressing
margins
Increasing consumer demand for
electrical content in vehicles
Core Strategies
Further develop system integration
capabilities
Achieve lowest cost global footprint
Capitalize on emerging technologies
Business Outlook
Further margin pressure
Significant new business coming on line
Solid future opportunity
* Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
Electrical and Electronic Margin
Improve Margin And Strengthen Competitive Position
Business Assessment
14
2008 Outlook
Net Sales**
≈$330 million of net new Seating,
Electrical and Electronic business
Favorable foreign exchange of
about $350 million, primarily 6%
stronger Euro
Adverse industry production,
unfavorable platform mix and
pricing of about $1 billion, mainly
in North America
2008 Net Sales Outlook
Net Sales*
(in billions)
Excludes Interior business:
- 2006 -- $3.2 billion
- 2007 -- $0.7 billion
** Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
15
2008 Outlook
Core Operating Earnings Core Businesses
**
Adverse industry production and
unfavorable platform mix in North
America
Challenging pricing environment
Increasing restructuring savings
Operating efficiencies and cost
reductions
New global business
Lower launch activity and costs
2008 Core Operating
Earnings Outlook
Core Operating Earnings*
Excludes Interior Business:
- 2006 -- $(161) million
- 2007 -- $16 million
** Core operating earnings represents income before interest, other expense, income taxes, restructuring costs and other special items,
excluding the divested Interior business. Please see slides titled Non-GAAP Financial Information and Forward-Looking Statements
at the end of this presentation for further information.
(in millions)
16
Sales Backlog Update*
By Product:
Seating -- 30%
Electrical and Electronic -- 70%
By Region:
North America -- $(290)M
Europe -- $550M
Asia -- $280M
South America -- $100M
By Customer Type:
Big Three -- $(450)M
European -- $660M
Asia / Asian OEM -- $430M
2008 2010 Sales Backlog**
($ in millions)
Composition of Sales Backlog**
* For a definition of sales backlog and the underlying backlog development assumptions, please see slide titled Forward-Looking Statements
at the end of this presentation.
**Consolidated sales only.
2008 2010 Non-Consolidated Backlog ~$300M
17
Restructuring Status and
Major 2008 Launches
18
Restructuring Status
2005 - 2007 Restructuring Plan*
Objectives: eliminate excess capacity, improve operating efficiency in
response to structural changes
within the industry and accelerate our move
to low-cost countries.
Present Status: closure of
19 manufacturing facilities, numerous
consolidations of administrative centers and technical locations, reduced
global headcount by over 5% and increased component manufacturing,
sourcing and engineering in low-cost countries.
Investment: implemented a $380 million overall restructuring plan.
Savings: increased to reflect additional investment and improved payback.
* Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
Restructuring Investments
Estimated Annual Savings
($ in millions)
($ in millions)
19
Restructuring Status
2008 2010 Restructuring-Related Actions*
Restructuring spending peaked at $180 million in 2007,
as we completed our major initiative and pulled ahead
some actions previously planned for 2008 and 2009
For 2008, we forecast restructuring costs are expected
to be in the range of $100 million
In 2009, restructuring costs are expected to decline
compared with 2008
In the 2010 timeframe, restructuring costs are expected
to return to a more normal annual level
* Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
20
Restructuring Status
Evolving Component Manufacturing Footprint*
Restructuring Actions Reducing Component Facilities in
High-Cost Countries and Increasing the Percentage of
Lears Components Originating in Low-Cost Countries
Today 40% of Lears components
come
from low-cost countries
(LCC), including essentially all
wire harnesses and seat trim
covers
Targeting 60% content from LCC
with future
sourcing of headrests
and increased portions of seat
frames and substructures, as well
as selected electronics
Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
≈10
Lear Component Plants in High-Cost Countries
21
We Are Also Investing In Infrastructure
In The Asia-Pacific Region*
China
19 manufacturing facilities, 6 new in 2007
2 new engineering/R&D centers in
Shanghai (includes CTO activities)
19 program launches in 2007
20+ customers
Seats (#2), Electrical Distribution (among
the leaders) and Electronic products
Korea
2 manufacturing facilities
1 engineering center in Seoul
Seats
ASEAN
3 manufacturing facilities
1 engineering/CTO center in Cebu,
Philippines
13 program launches in 2007
Seats, Seat Trim
India
7 manufacturing facilities, 3 new in 2007
1 engineering center in Mumbai
4 program launches in 2007
7 customers
Seats (#1)
Note: Includes facilities held through consolidated and non-consolidated joint ventures.
38 Manufacturing / Engineering Facilities in Asia and Growing
Japan
1 engineering center in Atsugi (Tokyo)
1 engineering center in Hiroshima
* Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
22
Major 2008 Launches
North America
BMW X6
(Seating, Electronics)
Mazda 6
(Seating, Wire Harness)
Chevrolet Aveo
(Seating)
Lincoln MKS
(Seating)
23
Major 2008 Launches
Europe
Audi A5 - Seating
Fiat Lancia Delta - Seating
Opel Vectra - Seating
Other European Launches
Ford Kuga Wire Harness, Smart Junction Box
BMW 5 & 7 Series Smart Junction Box
Alfa Romeo 159 Seating
Mercedes GLK Seating
Nissan Qashqai L Seating, Smart Junction Box
Citroen Microspace Seating
Renault Megane Smart Junction Box
24
Major 2008 Launches
Rest of World
VW Gol - Seating
South America
China
Other Asia
Citroen C4 Seating
Fiat Siena Seating
Mercedes C-Class Seating
Chery B13 - Seating
Chery H13 Seating
Chery QQ Seating
DFM BF Seating, Wire Harness
FAW/VW Audi A4 Seating
Geely FC-2/3 Seating, Wire Harness, TPMS
Geely Vision Seating
Nissan Atlas Wire Harness, SJB
Peugeot Elysee Seating
SGM Epsilon II Seating
Ford/Mazda Ranger - Seating
Japan
Mazda 3/Axela Wire Harness
Nissan Cube Wire Harness, SJB
Nissan Teanna Wire Harness
India
Mahindra Ingenio Seating
Tata X2 Seating
Australia
Ford Orion Seat Trim Covers
Various
Nissan Tiida SJB
Nissan Geniss SJB
Nissan Silphy SJB
SJB Smart Junction Box
TPMS Tire Pressure Monitoring System
25
Summary and Outlook*
Lear is financially sound
Two consecutive years of improving financial results
Strong cash generation restored
No significant near-term debt maturities
Making progress on strategic priorities
Completed divestiture of Interior business
Increasing savings from global restructuring initiative
Expanding in Asia-Pacific and growing Asian sales globally
Implementing actions to strengthen and grow our
Electrical and Electronic business
Solid financial outlook for 2008, despite sharply lower
N.A. production
Longer-term outlook for Lear continues to be positive
Please see slide titled Forward-Looking Statements at the end of this presentation for further information.
26
Q and A Session
27
In addition to the results reported in accordance with accounting principles generally accepted in the United States (GAAP) included
throughout this presentation, the Company has provided information regarding
income before interest, other expense, income taxes,
restructuring costs and other special items, excluding the divested Interior business (core operating earnings) and free
cash flow (each, a
non-GAAP financial measure). Other expense includes, among other things, state and local non-income taxes, foreign exchange gains and
losses, fees associated with the Companys asset-backed securitization and
factoring facilities, minority interests in consolidated
subsidiaries, equity in net income of affiliates and gains and losses on the sale of assets. Free cash flow represents net cash provided by
operating activities before the net change
in sold accounts receivable, less capital expenditures. The Company believes it is appropriate to
exclude the net change in sold accounts receivable in the calculation of free cash flow since the sale of receivables may be viewed as a
substitute
for borrowing activity.
Management believes the non-GAAP financial measures used in this presentation are useful to both management and investors in their
analysis of the Companys financial position and results
of operations. In particular, management believes that core operating earnings is a
useful measure in assessing the Companys financial performance by excluding certain items (including those items that are included in
other
expense) that are not indicative of the Company's core operating earnings or that may obscure trends useful in evaluating the
Companys continuing operating activities. Management also believes that this measure is useful to both management
and investors in their
analysis of the Company's results of operations and provides improved comparability between fiscal periods. Management believes that
free cash flow is useful to both management and investors in their analysis of the
Companys ability to service and repay its debt. Further,
management uses these non-GAAP financial measures for planning and forecasting in future periods.
Core operating earnings and free cash flow should not be considered in isolation or as a substitute for pretax income (loss), net income
(loss), cash provided by operating activities or other
income statement or cash flow statement data prepared in accordance with GAAP or as
a measure of profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and therefore,
does not
reflect funds available for investment or other discretionary uses. Also, these non-GAAP financial measures, as determined and
presented by the Company, may not be comparable to related or similarly titled measures reported by other companies.
Set forth on the following slides are reconciliations of these non-GAAP financial measures to the most directly comparable financial
measures calculated and presented in accordance with GAAP. Given
the inherent uncertainty regarding special items, other expense and
the net change in sold accounts receivable in any future period, a reconciliation of forward-looking or estimated 2007 financial measures to
the most directly comparable financial measures
calculated and presented in accordance with GAAP is not feasible. The magnitude of
these items, however, may be significant.
Non-GAAP Financial Information
28
Non-GAAP Financial Information
Core Operating Earnings
29
(in millions)
2006
2005
Pretax loss
$ (655.5)
$ (1,187.2)
Divestiture of Interior business
636.0
-
Goodwill impairment charges
2.9
1,012.8
Interest expense
209.8
183.2
Other expense, net *
87.8
96.6
Costs related to restructuring actions
105.6
106.3
Fixed asset impairment charges
10.0
82.3
Litigation charges
-
30.5
Income before interest, other expense, income taxes,
restructuring costs and other special items
396.6
$
324.5
$
Less: Interior business
(161.2)
(76.5)
Income before interest, other expense, income taxes, restructuring
costs and other special items, excluding the divested Interior
business (core operating earnings)
$ 557.8
$ 401.0
* Includes minority interests in consolidated subsidiaries and equity in net income (loss) of affiliates.
Non-GAAP Financial Information
Free Cash Flow
30
(in millions)
2001
2002
2003
2004
2005
2006
Net cash provided by operating activities
829.8
$
545.1
$
586.3
$
675.9
$
560.8
$
285.3
$
Net change in sold accounts receivable
(245.0)
122.2
298.1
70.4
(411.1)
178.0
Net cash provided by operating activities
before net change in sold accounts
receivable
584.8
667.3
884.4
746.3
149.7
463.3
Capital expenditures
(267.0)
(272.6)
(375.6)
(429.0)
(568.4)
(347.6)
Free cash flow
317.8
$
394.7
$
508.8
$
317.3
$
(418.7)
$
115.7
$
Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements
regarding anticipated financial results and liquidity. Actual results may differ materially from
anticipated results as a result of certain risks and uncertainties, including but not limited to, general economic conditions in the
markets
in which the Company operates, including changes in interest rates or currency exchange rates, the financial condition
of the Companys customers or suppliers, fluctuations in the production of vehicles for which the Company is a supplier,
changes
in the Companys current vehicle production estimates, the loss of business with respect to, or the lack of commercial
success of, a vehicle model for which the Company is a significant supplier, disruptions in the relationships with the Companys
suppliers, labor disputes involving the Company or its significant customers or suppliers or that otherwise affect the Company,
the Company's ability to achieve cost reductions that offset or exceed
customer-mandated selling price reductions, the
outcome of customer productivity negotiations, the impact and timing of program launch costs, the costs, timing and success of
restructuring actions, increases in the Company's warranty or product liability
costs, risks associated with conducting business
in foreign countries, competitive conditions impacting the Company's key customers and suppliers, raw material costs and
availability, the Company's ability to mitigate the significant impact of increases
in raw material, energy and commodity costs,
the outcome of legal or regulatory proceedings to which the Company is or may become a party, unanticipated changes in
cash flow, including the Companys ability to align its vendor payment terms with
those of its customers and other risks
described from time to time in the Company's Securities and Exchange Commission filings. In particular, the Companys
financial outlook for 2008 is based on several factors, including the Companys current
vehicle production and raw material
pricing assumptions. The Companys actual financial results could differ materially as a result of significant changes in
these factors.
This presentation also contains information on the Companys sales backlog. The Companys incremental sales backlog
reflects: anticipated net sales from formally awarded new programs
and open replacement programs, less phased-out and
cancelled programs. The calculation of backlog does not reflect customer price reductions on existing or newly awarded
programs. The backlog may be impacted by various assumptions
embedded in the calculation, including vehicle production
levels on new and replacement programs, foreign exchange rates and the timing of major program launches. Lears 2008
2010 sales backlog is based on an exchange rate of
$1.45/per Euro and the following industry production assumptions: in
North America, 14.4 million units in 2008 and 15 million thereafter and in Europe, 20.1 million units in 2008 and 20 million
thereafter.
The forward-looking statements in this presentation are made as of the date hereof, and the Company does not assume any
obligation to update, amend
or clarify them to reflect events, new information or circumstances occurring after the date hereof.
31