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Good morning, everyone, and welcome to the Lear Corporation Fourth Quarter and Full Year 2024 Earnings Conference Call. All participants will be in a listen-only mode. Should you need assistance, please say no conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. Also note today's event is being recorded. At this time, I'd like to turn the floor over to Tim Brumbaugh, Vice President, Investor Relations. Please go ahead.

Thanks, Jamie. Good morning, everyone, and thank you for joining us for Lear's fourth quarter and full year 2024 earnings call. Presenting today are Ray Scott, Lear President and CEO, and Jason Cardew, Senior Vice President and CFO. Other members of Lear's senior management team have also joined us on the call. Following prepared remarks, we will open the call for Q&A. You can find a copy of the presentation that accompanies these remarks at ir.lear.com. Before Ray begins, I'd like to take this opportunity to remind you that as we conduct this call, we will be making forward-looking statements to assist you in understanding Lear's expectations for the future. As detailed in our safe harbor statement on slide two, our actual results could differ materially from these forward-looking statements due to many factors discussed in our latest 10-Q and other periodic reports. I also want to remind you that during today's presentation, we will refer to non-GAAP financial metrics. You are directed to the slides in the appendix of our presentation for the reconciliation of non-GAAP items to the most directly comparable GAAP measures. The agenda for today's call is on slide three. First, Ray will review highlights from the year and provide a business update. Jason will then review our fourth quarter and full year financial results and provide our outlook for 2025. Finally, Ray will offer some concluding remarks. Following the formal presentation, we would be happy to take your questions. Now I'd like to invite Ray to begin.

Thanks, Tim. Please turn to slide five, which highlights key financial metrics for the fourth quarter and full year 2024. We generated $23.3 billion of revenue in 2024. Core operating earnings were $1.1 billion or 4.7% of net sales for the year. Adjusted earnings per share was $12.62, an increase of 5% from last year, driven by the benefit of our share repurchase program and higher earnings. Operating cash flow was $1.1 billion, and free cash flow was $561 million in 2024. Slide six highlights the key financial and strategic initiatives we delivered on in 2024. As a reminder, we have four strategic priorities: one, innovation; two, building on our automation and digitization advantage through Idea by Lear; three, improving our market share with growing customers; and four, delivering financial performance for our shareholders. Our execution on these key priorities enabled us to generate strong free cash flow conversion, meeting our target of 80% for the year, driven by our operating performance and inventory management. It's allowed us to repurchase $400 million worth of shares, surpassing a $325 million target while maintaining our dividend. The restructuring and efficiency plans we implemented helped us reduce our global headcount by 15,000. Our headcount was reduced by 9% in seating and 8% in E-Systems. These reductions exceeded the targets for both segments we laid out earlier in the year. We grew adjusted earnings per share for the fourth consecutive year, up 5% year over year. Our total company revenue outperformed the market by two percentage points. Sales in both segments beat the industry, with E-Systems outperforming by six percentage points. While consolidated seating outgrowth was less than one percentage point, it was two percentage points including growth through our non-consolidated joint ventures. Additionally, we improved E-Systems margins for the second consecutive year to over 5%. We clearly have more work to do, but we are executing our strategic and operational initiatives to drive margin improvements. Our growth with Chinese OEMs has been significant. We launched our seats on the Xiaomi Su 7 and won new awards with BYD, Geely, and other Chinese domestic OEMs in seating, as well as Chang'an and Dongfeng in both seating and E-Systems. In E-Systems, we also won an award for a Geely program in Europe, displacing the current Chinese supplier who produces the same components for the local market. In terms of innovation, we introduced Idea by Lear and acquired WIP Automation to enhance our capabilities in automation and artificial intelligence, investing in these areas with proven returns.

We recently announced the acquisition of StoneShield Engineering, which specializes in the development of automation technology for wire harness application. StoneShield's capabilities will further improve our efficiency and operational excellence in our wire harness assembly business, which is our most labor-intensive manufacturing process. We launched the industry's first Comfort Flex module and secured nineteen contracts representing annual revenues of $135 million. We've validated the ComfortMax seat with Ford Motor Company, opening new growth opportunities. We recently received approval from General Motors to incorporate Lear's innovative ComfortMax seat solution into their mid-sized trucks. Through our partnership with GM, we are integrating thermal comfort components into Lear's trim covers in a modular solution to enhance occupant comfort by bringing the seat heat closer to the occupant, streamlining the manufacturing process. This will be the first ComfortMax seat application to enter the market with a mid-year 2025. Finally, we won our first program award for Bentley for our into health and wellness award in software technology. This is the first vehicle award from the agreement we announced during our Seating Product Day in June of 2023, and we expect future vehicle awards in addition. Slide seven highlights business segments. In 2025, we are seeing incremental savings from our strategic actions we have been executing over the last few years. We're continuing to improve efficiency in our wire plants and are benefiting from lower launch and engineering costs. Although we are investing in automation, our capital efficiency from in-house capabilities and reuse allows us to maintain our CapEx spend below our target of 3% of revenue. We are seeing the benefits from automation investments we have been making and expect approximately $75 million of cost savings in 2025, growing to an annualized savings of $150 million. We continue to optimize our capacity and move facilities to lower-cost countries to mitigate wage inflation and implement capital and automation actions in our new facilities. In 2024, we closed or sold thirteen facilities, reducing our total facility count by 4% during a year when industry production was down 1%. This year, we are in the process of selling or closing an additional five facilities, primarily in Europe, where we see the most excess capacity. As these savings are realized through the year, we expect operational margins to improve and target to exit 2025 with approximately a 5% run rate for the total company. We are investing in areas with proven returns, such as automation efficiency through Idea by Lear, and will continue with our capacity optimization strategy. We continue to grow with Chinese domestic automakers and are excited to see additional progress on potential new growth opportunities with Japanese automakers. The awarded programs for Comfort Flex and our ComfortMax seat are starting to launch. The conquest awards we are pursuing will drive continued market share gains in both seating and E-Systems. Our product and process innovations will help us win these programs as our customers are looking for suppliers that can deliver components that meet their quality and reliability metrics while delivering innovative products at a competitive cost. In the long term, our lower return non-core electronic products will build out, and as the next generation replacement programs launch in our core business, their pricing will fully reflect current economics, which has weighed on margins for the last couple of years. The combined effects of these actions will enable us to grow faster than the market while improving margins and cash flow generation, allowing us to move forward. Moving to slide eight, we highlight the sustainable cost advantage we have created through our product and process innovations in seating. Our Comfort Flex and ComfortMax seat by Lear solutions can drive a 5% to 20% thermal comfort cost improvement by reducing components, weight, and complexity, while also enabling us to remove assembly labor from our just-in-time facilities. The savings potential is dependent on the scale of the complexity of the existing system. The systems with more components will result in higher potential savings. For example, there is greater opportunity for savings in the luxury three-row SUV with lumbar vent and massage systems compared to a mid-market vehicle that only has heater mats. Process improvements driven by our Idea initiatives are estimated to reduce costs for the additional value-added content by approximately 10% to 20%. We expanded our Pegora capabilities into all of our lender facilities, driving better utilization. Our rollout of our LearView defect detection and finesse operations, as well as designing a product to leverage our automation capabilities, is expanding our competitive advantage in seating. Product innovation and process improvements have allowed us to reduce seating costs for new programs by 200 to over 500 basis points. This durable cost advantage will allow us to increase our industry-leading seat margins, continue to separate ourselves from our competitors, and when combined with innovative designs that drive better efficiency and time to sensation, are able to provide a better value proposition to our customers. Slide nine provides an update on Lear's growth with Chinese domestic automakers. Lear has thirty years of automotive experience in China. Over that time, Lear has strengthened its local presence, built strong relationships with key customers, and has become the clear leader in luxury seating. In 2025, we have several launches with BYD, Geely, Xiaopeng, Chang'an, Dongfeng, and NIO. We also continue to see growth with additional sourcing. The portion of our total revenue from Chinese domestic automakers grew from about 20% three years ago to approximately 33% in 2024, and increasing to more than 37% in 2025. With our current backlog and the new business opportunities we are pursuing, we expect 50% of our revenue in China to be from Chinese domestic automakers by 2027. China continues to be an important market for Lear, and our relationships with key domestic automakers are driving consistent growth. Now please turn to slide ten, which provides details on the changes to our 2024 to 2026 sales backlog since it was originally announced last February. As a reminder, our sales backlog includes awarded programs net of any lost business and programs rolling off. It excludes pursued business, net new business in our non-consolidated joint ventures, and the roll-off of the discontinued product lines in E-Systems. We typically provide an update on our sales backlog. However, we have limited visibility into 2027 due to the rapidly evolving industry environment and customer production plans. Our customers are reassessing their product and powertrain strategies due to the changes in customer demand and potential changes in regulations, which has led to a delay in new program sourcing activities and awards. As OEMs reassess their powertrain strategies in 2024, they made significant cuts to EV production volumes, delayed EV launches, and canceled several programs. Throughout the course of the year, our 2024 backlog declined due to lower than expected volumes on programs including the Volvo EX90, Polestar 3, BMW EVs, and several GM EVs, partially offset by stronger than expected volume on the Xiaomi Su 7 and the new vehicles for Leap Motor. The pace of the sourcing activity slowed significantly in 2024, resulting in a buildup of quoting activity into 2025, including several large conquest opportunities in both segments.

In 2025, we expect approximately $230 million of net new business compared to the $800 million we had expected when we provided our last backlog update at the start of 2024. The reduction is primarily driven by lower production assumptions for various vehicles, including the Ramcharger, Volvo EX90, the Polestar 3, and several GM EVs, as well as the launch delay of the Ram Rev. The decrease in our 2025 backlog is partially offset by an increase in our 2026 backlog from $800 million to approximately $1.1 billion. Several ICE programs that were expected to roll off in 2026 have been extended, including the Lincoln Aviator. In addition, new business awards with Changan, Leap Motors, and others are launching in 2026. Some programs that had been scheduled to launch in 2024 or 2025 are now expected to launch in 2026, such as the Ram Rev. We've provided an overview of key program launches for 2025 for both segments in the appendix. The 2024 to 2026 sales backlog at our non-consolidated joint ventures increased by $100 million from our prior update to $750 million. Our non-consolidated joint ventures continue to win new business, particularly with Chinese domestic OEMs. BYD remains a pivotal customer, representing approximately 50% of our non-consolidated backlog. We are exploring options to consolidate some selective seating joint ventures, which also would increase our consolidated backlog. We anticipate the new program sourcing activity that was delayed in 2024 will resume in the coming months and will result in an increase to our backlog for 2027 and beyond. We expect to provide an update on the future three-year backlog later this year in 2025. Slide eleven outlines the key metrics investors can use to track our progress towards expanding margins and generating long-term revenue growth. For seating, we have about $3 billion worth of conquest opportunities that we expect to quote throughout the year. And in E-Systems, we are pursuing two of the largest conquest opportunities in our history. We expect our customers to complete their award activity over the course of the year or early 2026, and we'll provide updates on key awards as the sourcing process is completed.

We continue to see significant interest from our customers for our innovative modular seat products. These opportunities, along with continued growth with our core thermal comfort products, are driving revenues from $630 million in 2024 to our target of $1 billion by 2027. Our pipeline of new business with Chinese domestic automakers is strong and growing. We will continue to give updates on growth and new awards with key customers both in China and globally. We will also update our progress on the key metrics that will drive margin improvement. The investments we are making in IDEA and automation projects are expected to generate over $75 million of savings this year, growing to $150 million of annualized savings. The restructuring investments we are making will drive an additional $55 million of savings in 2025. Actions we are taking will continue to improve efficiency in our operations. In 2024, we were able to reduce headcount by 15,000 and are targeting a very similar reduction in 2025, allowing us to lower labor costs throughout our operations. You will see the benefits from these actions come through in the net performance we report on a quarterly basis. In 2024, we delivered 30 basis points of net performance in seating and 50 basis points of net performance improvement in E-Systems. In 2025, we expect to accelerate our positive net performance and deliver about 40 basis points in seating and about 80 basis points of net performance improvement in E-Systems. Demonstrating strong performance on these metrics will put us on a clear path for sustained growth and improved margins. Margins for both segments are expected to improve throughout the year, and we expect the underlying core operating margin run rate to improve to approximately 5% for the total company as we exit 2025. Our focus is to continue to convert at least 80% of our adjusted net income to free cash flow, allowing us to continue returning capital to our shareholders through our repurchase program. The strong operating performance combined with our share repurchase will continue to drive earnings per share growth. Based on our outlook, EPS is on track to grow on average 19% per year from 2020 through 2025. Now I'd like to turn the call over to Jason for the financial review.

Thanks, Ray. Slide thirteen shows vehicle production and key exchange rates for the fourth quarter. Global production increased 1% compared to the same period last year, but down 1% on a Lear sales-weighted basis. Production volumes declined by 3% in North America and by 8% in Europe, while volumes in China were up 8%. The U.S. Dollar was flat against the euro and weakened against the RMB. Slide fourteen highlights Lear's growth compared to the market for the full year as well as for the fourth quarter. For the full year, total company growth over market was two percentage points, with seating slightly up and E-Systems six points above market. Looking at our full year growth by region, in 2024, North America growth over market was three points, reflecting favorable backlog in both business segments. New conquest programs such as the Jeep Wagoneer and Grand Wagoneer in Seating, as well as new E-Systems business on the General Motors Altium platform, including the Chevrolet Blazer EV, Honda Prologue, and Acura

The negative net performance resulted primarily from year-over-year reductions in finished goods inventory levels. Slide eighteen explains the variance in sales and adjusted operating margins for the full year in the Seating segment. Sales for 2024 were $17.2 billion, a decrease of $327 million or 2% from 2023. Excluding the impact of foreign exchange, commodities, acquisitions, and divestitures, sales were also down 2% due to lower volumes on Lear platforms, partially offset by the addition of new business. Adjusted earnings were $1.1 billion, down $76 million or 6% from 2023, with adjusted operating margins of 6.5%. Operating margins were down compared to last year, reflecting lower production on key Lear platforms, the impact of foreign exchange, and acquisitions and divestitures, partially offset by positive net performance and the roll-out of our margin accretive backlog. Slide nineteen explains the variance in sales and adjusted operating margins for the full year in the E-Systems segment. Sales for 2024 were $6.1 billion, an increase of $166 million or 3% from 2023. Excluding the impact of foreign exchange and commodities, sales were up 4%, driven primarily by our strong backlog, partially offset by lower volumes on Lear platforms. Adjusted earnings were $310 million or 5.1% of sales compared to $275 million and 4.6% of sales in 2023. The increase in margins reflected strong net performance in our margin accretive backlog, partially offset by lower volumes on Lear platforms. Now shifting to our 2025 outlook. Slide twenty provides global vehicle production volume and currency assumptions that form the basis of our full-year outlook. We base our production assumptions on several sources, including internal estimates, customer production schedules, and S&P forecasts. At the midpoint of our guidance range, we assume that global industry production will be 1% lower than in 2024 or down 2% on a sales-weighted basis, driven primarily by lower volumes in our two largest markets, North America and Europe. Our global production assumptions are generally aligned with the latest S&P forecast. Our estimates differ for a few programs, such as the GM full-size SUVs and key Land Rover vehicles, due to a combination of customer releases and current demand expectations. From a currency perspective, our 2025 outlook assumes an average euro exchange rate of $1.04 per euro and an average Chinese RMB exchange rate of 7.3 RMB to the dollar. Slide twenty-one provides detail on our outlook for 2025. Due to the uncertainty of size, scope, and implementation, we have not assumed any impact from potential changes to tariffs. Our revenue is expected to be in the range of $21.9 billion to $22.9 billion. At the midpoint, this would be a decrease of $931 million or 4% compared to 2024. Excluding the impact of foreign exchange, commodities, acquisitions, and divestitures, our revenue would be down 2%. Core operating earnings are expected to be in the range of $915 million to $1.175 billion. At the midpoint, this implies a decrease of 5% compared to 2024. Adjusted net income is expected to be in the range of $575 million to $765 million. Restructuring costs are expected to be approximately $175 million to support our continued footprint rationalization actions as we continue to aggressively reduce excess capacity, particularly in Europe, and reduce manufacturing costs through automation and by shifting our footprint to lower-cost regions. Capital spending is expected to be approximately $625 million to fund our new vehicle launches and investments in automation. Our outlook for operating cash flow for the year is expected to be in the range of $1.1 billion to $1.3 billion, and our free cash flow is expected to be $530 million at the midpoint of our guidance. The midpoint of our outlook is consistent with our free cash flow conversion target of 80%. Lear's strong focus on generating cash allows us to maintain a strong balance sheet, making organic and inorganic investments to strengthen our business as well as to continue funding share repurchases. Slide twenty-two walks our 2024 actual results to the midpoint of our 2025 outlook. Year-over-year revenue is expected to decline by $931 million due to lower volumes and the negative impact from foreign exchange, as well as the divestiture of a non-core seating operation. We expect to maintain overall company adjusted margins at 4.7%, driven by strong net performance and our margin accretive backlog. Positive net performance primarily reflects the benefits from our Idea by Lear initiatives and savings from restructuring actions, with wage inflation and customer contractual price reductions fully offset by material cost reductions from our suppliers, cost technology optimization, commercial recoveries, and normal plant efficiency programs. Seating operating margins are expected to be flat at 6.5%, reflecting strong net performance, offset by the impact of lower volumes on existing platforms. The E-Systems segment is expected to maintain flat operating margins at 5.1%, driven by continued performance improvements and our margin accretive backlog, offset by the impact of lower volumes on existing platforms. We've included detailed walks to the midpoint of our guidance for seating and E-Systems in the appendix. We expect net performance to contribute 40 basis points of margin improvement in seating and 80 basis points in E-Systems in 2025, an increase from the 40 to 50 basis points we previously estimated, reflecting the positive momentum in both our automation investments and restructuring actions. Moving to Slide twenty-three, we highlight our commitment to continue to return capital to shareholders. In 2024, we achieved our target of approximately 80% free cash flow conversion, which enabled us to accelerate share repurchases in the second half of the year. In the fourth quarter, we bought back $101 million worth of stock, bringing our full-year repurchases to $400 million, exceeding our target of $325 million. Over the course of the year, we reduced our share count by approximately 6%, which will support EPS growth going forward. In 2025, we are again targeting 80% free cash flow conversion, which will enable us to buy back a minimum of $250 million worth of stock, with additional repurchases depending on free cash flow generation and acquisition opportunities. Since initiating the share repurchase program in 2011, we have repurchased $5.6 billion worth of shares and returned over 85% of free cash flow to shareholders through repurchases and dividends. Our current share repurchase authorization has approximately $1.1 billion remaining, which allows us to repurchase shares through December 31, 2026. Now I'll turn it back to Ray for some closing thoughts.

Thanks, Jason. Please turn to Slide twenty-five. We are focused on executing our strategic initiatives to grow and improve our margin profile. In seating, we are expanding our market share by growing with all customers, particularly the Chinese domestic automakers. While our innovative solutions are reducing cost and complexity, we're accelerating the deployment of our thermal comfort products and continue to win new business at accretive margins. In E-Systems, we are winning new business across all powertrains while continuing to improve our operational performance. The investments we are making in advanced manufacturing and capacity optimization, including aggressive steps to accelerate the deployment of automation, will drive margin expansion in both segments. Our strong focus on generating cash will help us continue to achieve free cash flow conversion of 80%, and we will remain committed to returning excess cash to our shareholders. Now we'd be happy to take your questions.

Ladies and gentlemen, at this time, we'll begin the question and answer session. If you are using a speakerphone, we do ask that you please pick up your handset prior to pressing the keys to ensure the best sound quality. To withdraw your questions, you may press star and two. Again, that is star and then one to join the question queue. We'll pause momentarily to assemble the roster. And our first question today comes from John Murphy from BOA. Please go ahead with your question.

Good morning, guys. I just want to ask Ray, maybe one question with kind of two parts. I'm just curious if you could talk about sort of the dynamics of competition in the seating business, you know, specifically, you know, as you think about market share, you know, in 2025, 2026, 2027 in the next few years, from, you know, two specific angles. I mean, first, on the innovation side, particularly, like, stuff like ComfortMax, which it sounds like you're winning business very quickly and it's being launched very quickly on ComfortMax with GM. And then the second angle of your cost actions and automation, which kinda go hand in glove with that, you know? And are you able to underprice the competition and still earn, you know, good margins and adequate returns? I just, you know, curious what you think those two, you know, factors will drive as sort of your market share go forward. Your ability to potentially win even greater business in these out years?

Yes. Thanks, Mark. That's a good question. And obviously, we've been at this for some time. I mean, we've been thinking about seating and the need to really change and drive efficiency in the process. I've been in seating since 1988, so I've seen even back to the cushion rooms where things were very similar to the way we're even building years ago and the need to change. There absolutely was a need to change. And so we've been acquiring very, very selectively strategic companies that allow us to really change the dynamics of the seat and think about it in a more modular approach, which really eliminates a lot of cost, weight, mass. And then respects from all the data that we're seeing improves the comfort feel and really sensation for the end consumer. And so, you know, right now, we have been continuing to work on that combination of the components themselves and the manufacturing facility itself with automation, digitalization, how we're looking at components. So it's a combination. So being able to buy your own manufacturing equipment, you know, as opposed to going out and buying selective, very generic capital is very inefficient. The way we're looking at it now, we can lower our capital cost much more geared towards efficiency on the plant floor and is really driving a benefit. I think the Idea by Lear was really the next step that we had to take was really grabbing a hold of all the different capabilities, what we're seeing in our plants, and commonizing them into really a holistic look at how we get it into all of our facilities. And so one is just a continuation within our facilities to drive our margin expansion within seating. But your second question is really good. And what we're seeing is now we can actually look at a quote holistically across all of our innovation, both on the modular side with the components and how they integrate with the manufacturing facility. And what we're seeing is absolutely our hope goal is to continue to generate really nice returns in seating while driving our cost down so that makes it very, very competitive. And that's where I talk about a really durable, sustainable approach to how we look at margins. We think this is very competitive where, you know, we've been using the model now in our quote as assumptions as we look at future applications. And it really has and we're protecting our margins. If we're gonna protect our margins, we think that we have done a nice job through the investments we've made and we deserve a margin that gets to a really nice return. And we're being able to actually really compete at a level that I think sets the benchmark. And so when I want I'm careful. You know, we put in this presentation intentionally, and I'm a little bit hesitant about it because I don't want our competition to see the type of advantages we're seeing internally, but I also think it's fair for investors to understand how we've created a durable lasting margin, I think, advantage in how we're looking at the business. And that's what we're tracking ourselves to. And so we get to retain the margin. That's the goal, and we get to drive a different process and a different way of thinking. And so that's why we're really confident even though we've had delays in some of these quoting programs. We feel really, really confident in our ability to go in and show our customers what we're doing. And I think this most recent announcement, I talked about Ford and the modular approach and what we did there and it validated. That was a big step. That gave us an enormous amount of confidence as we went in and won the midsize truck with General Motors. And that's later this year, we're gonna launch it. And so what we used to kind of think about these programs was it had to be a new program launch. This kind of sets the tone that we can go in and drive cost and efficiency in an existing program. And the timing couldn't be better. Our customers, you know, when we talk about these delays, is getting it right on the cost side. They're looking for innovative solutions, something that's different. We were just in China several weeks ago, what they're looking for is innovative solutions through automation and digitalization, and we have it. And so it's helping us across the board and we get to really retain that margin profile.

Great. Just one follow-up. Did the book to launch. Obviously, it's faster in China, but it now sounds like what you just did with GM with ComfortMax that actually your products are on a shorter schedule than that traditionally. So, I mean, are we looking at bid to book to launch, you know, that might be eighteen to twenty-four months as opposed to thirty-six to, you know, three years to six years like we used to think? And what's kind of the time frame for traditional players in China now? It sounds like it's a lot faster.

Yeah, I think everybody's on that push for a much faster turnaround, and I think, like I said, by validating and having our system validated, it was designed so it's agnostic to frames. So we don't have to it doesn't isn't determined by a certain style seat. We can actually move much quicker, and I think the results were this recent award. I think the award we got, we announced it, was significant. I think seeing how quick General Motors is moving towards a modular approach really, again, gives a lot of credibility to what we've been talking about with how we're looking at seats. It allows us to scale. I think one of the questions that comes to mind is as we're putting capital in, it allows us to be flexible with our capital. So we can run multiple modules across capital that's invested for a single program, continuing to lower our cost.

Thank you very much.

Our next question comes from Colin Langan from Wells Fargo. Please go ahead with your question.

Oh, great. Thanks for taking my questions. Just can you help us frame the market assumption you're down one? There's a lot of uncertainty about how the market's actually going to settle out this year. Any color on how we should think about incrementals, decrementals? Is there any more opportunity to cut costs if things slow down? And you also commented that you're in line with S&P, but you're different on GM SUVs and Land Rover. Is that your more cautious there? I'm just trying to understand what that reference was.

Sure. Let me start with the last part of that question, Colin. When we look at S&P's forecast for those platforms in particular, we thought they were too cautious. And the GM full-size SUV, they've just gone through a design change. I think that S&P had their volume assumption on that platform down year over year pretty significantly, I think, fifteen percent. That didn't make sense to us. And just given the magnitude of that, the CPV on that platform for us, I thought it was important to highlight that. The other group of programs, the Range Rover Sport and Defender, we had really strong we saw really strong performance from JLR in December in particular. That was one of the primary reasons we exceeded our guidance for the fourth quarter. Volumes were stronger than expected, and I think finally sort of in line with the demand for those platforms. And so there were a number of supply disruptions that JLR dealt with throughout last year, whether it's the aluminum issue or other part shortages, and finally, at the end of the year, they were able to run at their targeted level of production. And so we see that continuing into 2025 as well. So we're a little bit higher than IHS or S&P on those platforms as well. In terms of the overall market, you know, we do have Europe and North America down again year over year. So we are expecting a relatively weak market or weak demand, and we see that January got started off that way, particularly in Europe. In terms of decremental margins, you know, they're right around that twenty percent range. They're a little bit richer than that just given the mix of programs that are down in seating and a little bit shorter than that in E-Systems as well, and you'll see that in the slides we included in the back in the appendix of the presentation. In terms of the decremental charges for the company overall, that's what really, you know, we were laser-focused on as we built our plan for this year and thought about our guidance for the year. And so the downward conversion on the sales that are down $931 million is less than five percent. I think we're down $50 million year over year. And so we were very focused on, you know, that downward conversion offsetting the impact of lower volumes through investments we're making in automation and restructuring and driving that net performance in both segments. So that's a key part of the story here for 2025.

And any color on the cadence of margins? A lot of people are warning about Q1 being kind of tough. Is that something we should be considering?

Yes, we haven't guided to the first quarter specifically or didn't plan to today, but we do expect the first quarter to be the trough margin for the year. As we were building the plan and looking at the cadence of revenue and earnings, we sort of see the first half pretty similar to the second half of last year in terms of revenues, maybe even down slightly. And then we see an improvement in the second half of the year. In terms of the performance improvements in the business, we see that happening steadily throughout the year. First, we've got to offset customer price downs and wage inflation, but we have some nice momentum heading into the year because of the investments we've made in automation last year and the restructuring efforts that are in process from last year sort of carrying into the start of this year. And so as we progress through the year, the underlying run rate will improve quarter to quarter. You may have some choppiness due to commercial negotiations, you know, oftentimes those will be concentrated in one particular quarter and include some retroactive adjustments. But outside of that, kind of the underlying run rate, what we're really trying to stress today is that you're going to see that steadily improve throughout the year, driven by that combination of automation and restructuring.

Got it. Alright. Thanks for taking my questions.

Thanks. Our next question comes from Dan Levy from Barclays. Please go ahead with your question.

Hi. Good morning. Thanks for taking the question. Wanted to first start with a question on recoveries and how you're pricing your programs. You know, interesting that you're saying there is less visibility, so only two years of backlog. You've had some cancellations. So to what extent are you having discussions with automakers, a, on recovering for some of these programs where you allocate a resource but, you know, the volume has never materialized, and b, reflecting the fact that there's just less visibility on the launches than what we've seen in the past?

Well, I think, first of all, from a customer perspective, we obviously are in negotiations and in some cases even settlement of commercial recovery for lost volume, and that's not typical given the contract nature of guaranteeing volume. But in these particular cases where, you know, the volumes have changed so dramatically and the capital we put in place, you know, requires some type of ability to recover, we've been successful in our negotiations. And we'll continue that as we start to see volumes change. I think the other thing that we are a little bit more aggressive on was the conservative nature of how we're deploying capital. And so in some cases, we didn't completely capitalize on the facility. Given the uncertainty, if there wasn't a good historical track record, we would deploy the particular capital for a particular run rate for a particular volume. And so I think the combination of those two, even though we do have excess capital that we've deployed, that's how we go after and get recovery from our customer. But we're much more tempered in how we look at deploying capital, particularly in new areas of investment with our customers. And Jason, if you want to talk a little bit about just how we look at it.

Yeah. Well, I think if you look at our capital expenditure guidance, you know, at the start of last year and where we ended up the year, that's the best indication of how we've been able to quickly, you know, scale back the new capacity we're deploying in response to lower volumes that we're seeing in the market. And so that certainly helps in the pricing negotiations when you can demonstrate to your customers that you've already taken steps to try and help them by not putting that capacity in place. And I think that certainly you're seeing an impact on the business results of lower volumes on these new programs. You know, we have repriced them to a point where the margin, you look at the margin on the backlog rolling on, it's consistently accretive to overall segment margin. So we've seen that over the last several years, and that continues with our guidance for the coming year. We're converting the backlog at about 10% this year, albeit a smaller backlog. And I think, Dan, just as we quote and we're talking about this buildup of quoting activity both in E-Systems and seating, you have traditional programs that we have a higher confidence level in what their run rate will look like as they get into production, but then there's others that are a little bit more questionable. We really look at the contract and how we're signing up the capital or deployment of capital or investment dollars and working through those. I mean, some of the delays that we've talked about are not just how customers are looking at deploying and looking at different powertrains, but what is the real volume? And so some of the delays and some of the quotes are because volumes have significantly come down in the quoting process. And we make modifications, but given the history, we do have the ability to kind of look at it contractually so that we cover our cost and that we're not putting capacity in place on a very questionable program. And in some cases, if it's too questionable, it's not something that's really a targeted program.

Okay. Thank you. That's helpful commentary. Second question, wanted to ask about E-Systems. And in light of the move by one of your competitors to spin off their wire harness business, which I think some may look at as isolating a piece of the business that was punching at lower margin, just wondering how you view the competitive landscape playing out in E-Systems. Is there an opportunity for consolidation or consolidation merge? And then maybe you could just mention I know in the past, you gave some long-term targets on where E-Systems margins could go. At one point, you said 8%. That was, I think, a long time ago at this point. What is the updated view today given all of the labor inflation that we've seen?

Thank you. Well, I think the first point that you made, one, I think given the industry and where we're at, I believe that there's not, you know, not just a lot of different consolidations. I think companies are gonna have to make sense of where they're at, their ability to scale, efficiencies, synergies, all that stuff. And I think that probably, you know, at the front of this thing, and we've seen other announcements. So I don't think it's just exclusive to E-Systems. And so in respect to Lear Corporation, we're constantly looking at ways that we can create and increase shareholder value. And it's obviously something we stayed very focused on, both, you know, how we look at it, you know, within Lear today or how it may look over the course of the next year. And so we're always open to any way that we can create value for our shareholders and we'll remain very flexible. But our plan right now is to continue to generate. I think, you know, we talk about executing, executing, executing. We have a plan to continue to generate and build durable margins in both segments. And if something else is to present itself that creates more value faster, we're absolutely willing to look at it. And the only thing I'll add is that we don't see any difference in terms of the long-term margin target in that segment. That is the right operating margin given the level of working capital and fixed asset deployment in that space. And as we continue to see some stability in volumes, the benefit of our restructuring actions and automation investments, as well as improvements in the underlying performance of our business. We have highlighted some challenges, particularly in our North America operations last year and in the North America wire business in particular. We've made significant improvement as you move throughout last year towards the end of the year and into this year. We see a continuation of those efficiency gains happening throughout the first part of this year. And, you know, longer term, I think 8% is still the right target. We're not gonna provide pinpoint timing in terms of when that will happen today on this call. But I think that's still the right way to think about that business long term.

That's helpful. Thank you.

Our next question comes from Joe Spak from UBS. Please go ahead with your question.

Good morning. If I could start, just maybe a point of clarification or housekeeping. I just want to understand, like, in the walk, and I guess even for the first part in when you talk about the backlog, like, this wind down, what exactly is that? Because I think it says it's excluded from above on the backlog slide, but I thought you said today, and I know in the past you said that that's sort of a net number. So I guess I just want to understand what that is. And then also, just sorry if I missed this, but in the full-year sales walk, what are you divesting? That's that headwind, and then what is the nearly two hundred million?

Okay. Alright. So, you know, starting with, you know, the wind down. So we broke that out last year separately, Joe, when we disclosed our backlog, that initial 2024 to 2026 backlog. And, you know, we've talked about this for multiple years, that we have exited certain product categories on the electronic side. The most significant of which are lighting and audio business. And so that is kind of rapidly winding down. Now we're closing the largest facility that produces that product in Germany as we speak. And so we have separated that from the go-forward business that's captured in the backlog, and given the magnitude of the programs winding down over the next several years, we thought it was important just to separate that and provide some level of visibility to it. In terms of what we're divesting, the primary driver of what you see in the walk there is a transaction that's not yet complete, but we anticipate completing here towards the end of the first quarter where we're selling a small non-automotive fabric business, a portion of that non-automotive fabrics business that we have today, and that deal is nearly complete. And that was a kind of a key driver to that special item we had in the fourth quarter. We wrote down the assets by $24 million in the fourth quarter, reflecting the expected proceeds from that sale relative to the book value of that business. And in terms of the other last part of your question was in regards to what comprises others in the walk, is it?

Yeah.

So how much is that that you're having in front of you? It was, like, any one.

I think Joe will have to get back to that. No one's only talking with the other on the revenue side. Yeah. That's primarily the pass-through for inflation and commodity increases that we received from our customer that we pass through to directed suppliers. The biggest driver of that. I'm sorry. I missed once you were after.

Okay. That's helpful. Second question is, I guess, just in terms of cash and capital. I guess maybe two parts if I could. One, you mentioned a number of times or alluded to, you know, some potential consolidation of the China JVs. I guess I'm wondering, like, if you're marking cash for that and how significant that could be. And also on cash and, again, you know, Ray sort of talked about this as a driver for the improvement, the investment in automation. And you've talked in the past about higher CapEx for that as well. I am wondering, like, not that you would sort of completely go off that path, but are you pausing that at all near term just to sort of see exactly how policy plays out just in case you need to, you know, move facilities or anything? Or is it sort of just, you know, all systems go on the continued automation investment?

Well, I think on the automation, the capital we've been doing the best paybacks we get, one of the biggest is just in time facilities. And so really no need to pause. I think right now, the only thing and again, I don't we have a very, very, I think, a good target around that 3% or less of capital on revenue dollars. We don't see a need that we're gonna go above that. We actually are seeing our capital numbers come down significantly and our efficiency numbers improving because as we integrated it in-house in manufacturing, our own capital is significantly lower and more specialized for our needs. And so the investment dollars we've been spending are really around higher cost areas, higher cost regions. You know, and I don't see a change based on policy right now that's gonna change the way we're looking at it. We got some, I think, really good plans that are going in place. Some of it is just more validation and process improvements within our plants. But no significant changes.

Yeah. Those investments we target programs that have a long remaining life or at the start of the program, even better, and incorporating that automation, you know, when the program is launching so you get the full benefit. And as Ray mentioned, we have there are ample opportunities just on the just-in-time side where the paybacks are short. And so there's no we don't see any benefit to holding back that investment. Again, as long as we can hit that 80% free cash flow conversion target. That's sort of the baffle that we're using to make decisions around capital investments, restructuring cash investments, sort of balancing what we can do in terms of returning cash to shareholders through share repurchases by meeting that 80% target. So that's the way we're making decisions around free cash flow deployment. In terms of the non-consolidated JVs, we don't to reach the consolidation. It will be likely a small contributor to capital allocation this year. So that's not a particular factor in our plans for capital allocation overall.

Thanks. Appreciate it.

Yep. Thanks. And our final question comes from Mark Delaney from Goldman Sachs. Please go ahead with your question.

Good morning. Thanks for taking my question. I committed 1% of growth under market in 4Q and guidance for 2025 implies some headwinds again this year. You spoke to some of those factors, including the program cancellation and push out. As you look at where these schedules are now landing and the new backlog, including for 2026, maybe you can help us understand when do you think you get back to your targeted growth over market levels, and is that something that could occur in 2026 based on what you're seeing in the business today?

Yes, I think that near-term growth is going to be a little choppy. So 2025 is weak, as you've highlighted, coming off a relatively weak fourth quarter. But 2026 will be a strong year for growth for us. And 2027 is still open. There are programs that we're quoting that may be launched in that time frame. There may be programs that are extended in that time frame. And that's really the reason we chose not to provide a 2027 backlog today is there's just so many moving parts. It's difficult to provide an accurate number to investors that would be helpful for them. Sorry. Analysts modeling the business, but we see a pretty clear path to both the 2025 and 2026 backlog. And so that's what we could say in the sort of near to midterm. 2028, 2029, 2030, that's where you see the competitive advantage we've built in seating leading to significant new growth opportunities. In the prepared remarks, we highlighted the $3 billion of conquest opportunities that we're pursuing in seating. We're not going to win all of that, but we're going to win a significant portion of that, and that's going to launch sort of in that 2028, 2029, 2030 window and will lead to significant growth in the seating business and allow us to achieve the market share targets that we've previously communicated. And we have seen our market share continue to grow even with the relatively weak growth of the market last year, we still did have positive growth over the market, including our consolidated JVs, and added market share. And so we expect that trend to continue. 2026 will be a bigger step forward than certainly 2025, though.

Thanks a lot, Jason. And then on tariffs, maybe you could speak in a little bit more detail around how much of your business, both in seating and E-Systems, might be exposed to the potential increase in tariffs? And if the 25% tariffs do go into effect, but recognize it's not in your guidance, but if it does, maybe just speak more around incremental steps that you might be able to take and how much of the extra cost you may be able to mitigate. Thank you.

I'll give you a little insight. Obviously, learned a lot over the last several days leading up to Saturday night midnight. And one thing I've realized talking to executives from all of our customers here and then obviously suppliers is that this clearly is an industry issue. And, you know, I see this more of a holistic I'm not gonna sit here and pound the table and, you know, we're gonna get a 25 or 20 or 10. It's gonna come with a solution for the whole industry. And what I mean by that is what I realized, like I said, talking to the executives from the customers, is that, you know, they have choices. And one of them might be that, you know, they may have a pass on and then hope that they can get it from the end customer, which doesn't really seem reasonable, or they can shut down or try to run their business intermittently for as long as they can. I think very similar to what happened back in COVID, that run through inventory, then run again, then run through inventory. And run highlighted programs and move products around. So this is gonna be an industry issue. It's gonna be solved holistically. It isn't you're only as strong as your weakest link in some respects across the board. But on Sunday, there's a lot of work that was done and how we're looking at protecting ourselves, how, you know, customers would position themselves. And so it's going to be solved, like I said, but it's going to be solved across the board with all suppliers, and it's going to be solved in a very similar fashion. But I think at the end of the day, it's gonna lead to a lot of shutdowns and a lot of intermittent downtime. Because it was clear that we had suppliers that had letters in with all kinds of different requests that were all different. And, Mark, just to I think one point I do want to make I'm glad you asked the question. There's been lots of numbers floating around in terms of what our imports are from Mexico to the US, and just take this opportunity to level set everyone on that. So our total imports last year from Mexico to the US were $2.9 billion, and $2.2 billion of that's in seating and about $700 million in E-Systems. And so I think that's a little larger number than what's been circulated in various estimates. In seating, it's primarily our trim, it's our C cover business structures, and our thermal comfort components. So anything that's labor-intensive in North America and seating is manufactured in Mexico, and that's going to be the same case for all of our competitors as well. And in E-Systems, it's primarily our wire harness business. And so oftentimes, we're the importer of record before that wire harness is eventually shipped to a customer. In terms of Canada and China, our exposures are much smaller, less than $100 million of imports to the U.S. from Canada, and roughly $20 million of imports last year from China to the U.S. And it's had a very negligible impact on us. Most of that is recoverable, extracted by our customers. So modest impact. And I know we are working actively with our customers in the near term to try and reduce the near-term risk of tariffs by building up some inventory, and so Frank and Nick and the teams are working with Klaus on that actively as well. But just wanted to kind of level set you on the level of import so you have that.

Thank you.

Welcome.

Okay. Well, I think that's the last question. I just for those on the call and I think the majority of the time the Lear team, but thank you for attending the call. And again to the team, the Lear team, thank you for everything you did in 2024. We continue to invest in the right areas. We continue to differentiate ourselves and continue to focus on what we're going to do as far as executing this year. So I appreciate all the efforts we're gonna go through this year to continue to execute and build this sustainable long path for margin growth. So thank you very much.