Joel Elsesser - Lear Corp. Jeffrey H. Vanneste - Lear Corp. Matthew J. Simoncini - Lear Corp. Frank C. Orsini - Lear Corp..

Itay Michaeli - Citigroup Global Markets, Inc. John Murphy - Bank of America Merrill Lynch Joseph Spak - RBC Capital Markets LLC Emmanuel Rosner - Guggenheim Securities Chris McNally - Evercore ISI David Tamberrino - Goldman Sachs & Co. Rod Lache - Deutsche Bank Securities, Inc. Brian A. Johnson - Barclays Capital, Inc. David Leiker - Robert W.

Baird & Co., Inc. Irina Hodakovsky - KeyBanc Capital Markets, Inc..

Good morning. My name is Kim, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Second Quarter 2017 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. Thank you.

Joel Elsesser, Vice President of Investor Relations, you may begin your conference, sir..

Thanks, Kim. Good morning and thank you for joining us for our second quarter 2017 earnings call. Our press release was filed this morning with the Securities and Exchange Commission, and the presentation for our call is posted on our website, lear.com, through the Investor Relations link.

Today's presenters are Matt Simoncini, President and CEO; and Jeff Vanneste, Chief Financial Officer. Also participating on the call are several other members of Lear's leadership team. Before we begin, I'd like to remind you that during the call, we will be making forward-looking statements that are subject to risks and uncertainties.

Some of the factors that could impact our future results are described in the slide titled, Investor Information, at the beginning of the presentation and also in our SEC filings. We will also be referring to certain non-GAAP financial measures.

Additional information regarding these measures can be found in the slides labeled Non-GAAP Financial Information at the end of the presentation. Slide 3 shows the agenda for today's review. Following the formal presentation, we will be pleased to take your questions. Now, please turn to slide 5 and I'll turn it over to Jeff..

Thanks, Joel. We continued our positive momentum in the second quarter despite a more challenging macro environment. We achieved record results across a number of financial metrics and both of our product segments are performing well with increasing margins and returns well in excess of our cost of capital.

In light of our first half performance, the addition of Grupo Antolin's seating business and our confidence in the outlook for our business, we are increasing our financial outlook for 2017 sales, earnings and free cash flow. Slide 6 shows vehicle production for the second quarter.

In the quarter, 22.6 million vehicles were produced globally, flat as compared to 2016. Both the euro and Chinese RMB weakened compared to 2016 and overall foreign exchange had the effect of reducing our sales by approximately $68 million during the quarter. Slide 7 shows our reported financial results for the second quarter of 2017.

Sales increased by 8% from a year ago to $5.1 billion. Excluding the impact of foreign exchange, sales increased by 10% reflecting our strong sales backlog and the acquisition of Grupo Antolin's seating business. Pre-tax income before equity income, interest and other expense was $409 million, up $36 million from a year ago.

Other expense was $6 million in the quarter, up $29 million from last year. In the second quarter of 2016, we recognized a gain of $30 million related to the consolidation of an affiliate. Net income attributable to Lear was $312 million, up $30 million driven by the increase in sales and our strong operating performance.

Slide 8 shows the impact of non-operating items on our second quarter results. During the quarter, we incurred $24 million of restructuring costs primarily related to census actions. Other special items included a tax benefit of $29 million related to the release of a valuation allowance in certain foreign subsidiaries.

Excluding the impact of non-operating items, we had core operating earnings of $439 million, an increase of $40 million from 2016. The earnings improvement reflects the increase in sales and favorable operating performance in both segments.

Adjusted for restructuring and special items, net income attributable to Lear in the second quarter was $305 million and diluted earnings per share was $4.39, up 20% from 2016. The increase in earnings per share reflects improved operating earnings, the benefit of our share repurchase program and a lower effective tax rate.

Slide 9 shows our adjusted margins for the second quarter. Lear's adjusted margin was 8.6%, up 20 basis points from a year ago, reflecting the addition of new business and operating improvements in both segments. Slide 10 provides a summary of free cash flow, which was $413 million in the second quarter and $571 million for the first half of 2017.

The company continues to generate strong free cash flow. Our free cash flow yield of 11% is among the best in our peer group and within the top 10% of all companies in the S&P 500. Slide 12 shows the key assumptions in our 2017 outlook.

Our financial outlook is based on a global industry production assumption of 93.1 million units, an increase of 2% from 2016 and down slightly from the guidance we provided in April. This is in line with the most recent IHS forecast and customer releases.

Our 2017 financial outlook is based on a euro assumption of $1.12 per euro for the second half of the year. Slide 13 provides our updated financial outlook for 2017.

We are increasing our revenue guidance by $500 million, reflecting the acquisition of Grupo Antolin's seating business, as well as the strengthening of most major currencies compared to the U.S. dollar. We are increasing our core operating earnings by $50 million, reflecting the increase in sales and continued strong operating performance.

Capital expenditures is now expected to be $560 million, reflecting the addition of Grupo Antolin's seating business. And, finally, we are increasing free cash flow guidance by $100 million to approximately $1.1 billion. Now, I'll turn it over to Matt for some closing comments..

Thanks, Jeff. Great job. Please turn to slide 15. Lear has unique product capabilities in both of our business segments. In seating, no other seat manufacturer can match our component capabilities and level of craftsmanship.

In E-Systems, we have expertise in complete logical architectures for both traditional and high-powered applications, as well as capabilities in a broad range of wireless and electronic components.

This allows us to participate fully in the emerging trends of connectivity and alternate energy powertrains, while continuing to grow our core electrical distribution business, which is a key contributor to margins and free cash flow.

We believe that our expertise in electronics, software and cybersecurity provides additional differentiation as automotive seating systems become more intelligent and connected. Slide 16 shows how our two business segments capitalize on emerging industry trends.

Our unique software and electronic capabilities enable the seat to transfer information to and from the occupant for a more enjoyable, safer and healthier driving experience. Our E-Systems division also assists in the development of software for wellness modules and audio expertise with personal sound zones in our seats.

No other seat manufacturer has these internal capabilities. Turning to slide 17, Lear's unique product capabilities, industry-leading cost structure, global customer reach and financial strength have driven a strong track record of outperforming the peer group on key financial measures.

As a result of our strong market position and record backlog, we're well-positioned to continue to outperform the peer group. Turning to slide 18, despite Lear's consistent outperformance of the automotive peer group and positive outlook for growth, our shares continue to trade at a discount.

Senior management and the board consistently review actions to increase shareholder value. This process includes evaluating organic investments, acquisition, the pace of share repurchase and the size of the dividend, as well as a strategic review of our product portfolio.

At this time, we believe that Lear's current product portfolio provides the best opportunity for profitable growth in both product segments as well as sustained value creation due to product convergence, shared infrastructure, customer sourcing preference, and capital availability.

Any change to our product portfolio would require a significant premium to current trading multiples to more than compensate for the costs associated with the shared infrastructure and the significant negative tax consequences. We will continue to evaluate all options to eliminate this unreasonable discount.

In summary, we had another great quarter, again, reporting record financial results. The investments that we've made in this business have positioned Lear to continue to build on this success. We have increased our full year outlook for 2017 and expect our profitable growth to continue due to our unique product capabilities and record backlog.

We have the best team in the industry. We also have a track record of performance and a balanced strategy of capital allocation that is delivering superior returns to shareholders. With our strong free cash flow and financial flexibility, we will be able to continue to invest in the business, while consistently returning cash to shareholders.

Now, we'd be happy to take your questions..

Thank you. And your first question comes from the line of Itay Michaeli with Citi. Your line is open..

Great. Thanks. Good morning, everyone..

Good morning, Itay..

Good morning.

Just, first question, I apologize if I missed this but could you just share the contribution from M&A on Q2 revenue as well as the 2017 revenue and operating income guidance?.

There were two acquisitions that we made that affected the year-over-year comparison, one Grupo and one AccuMED. Collectively, it added about $110-ish million to the top line in the quarter..

$110 million. Great.

And then just if you have this contribution, the impact on the updated 2017 guidance as well?.

For a full year, collectively, Grupo and AccuMED are going to add roughly $330 million in sales to the year-over-year sales comp. Contribution margins are roughly in line with the seating margins..

Great. That's helpful. And just, secondly, just given the disparity we're seeing in the market between passenger car demand in the U.S.

and light truck, can you just kind of remind us of your North America revenue in total, your exposure to light trucks and maybe even pickup trucks within that relative to the passenger car segment?.

Revenue in North American market is roughly 35% to 40% depending upon the mix and what's happening. From a pass car, I don't think we've ever really broken out. We can get that to you, Itay. But the reality is we've seen a rotation and have been seeing a rotation on the pass cars.

To move to actually CUVs would be positive for Lear because most CUVs have higher content than a typical pass car especially if there's three rows of seats in a CUV like you see in the Explorer, if you will.

It also provides additional content for electrical distribution because typically they are larger vehicles and with more functionality than a base pass car. So, we believe we're well represented in that segment and that that rotation in the long term will provide huge benefits to Lear.

In the short term, it's providing some chop and we're seeing it mainly right now in electrical as they're struggling with their portfolio of pass cars for Ford Motor Company..

That's very helpful. Just lastly for me, the E-Systems margin that continues to grow.

Any update on how we think about that both for the rest of the year, as well as kind of over the next few years?.

I think, at the level that they're at, right now they're providing return well in excess of their cost of capital. I think we can maintain these margins and still be competitive and win new business and penetrate and grow share.

So, we're happy where they're at and we think that's a good balance of growth and competitiveness, as well as an outstanding return in relation to our cost of capital. So, we think they'll be pretty consistent right around that high 14s, probably 15% level..

That's very helpful. That's all I had. Thanks so much..

You're welcome..

Thank you. Your next question comes from the line of John Murphy with Bank of America. Your line is open..

Good morning, guys. Maybe just a first question, as we look at – I mean, the revenue in the quarter, I mean you did pretty well relative to the market and add some pretty good outgrowth.

I'm just curious how consistent you think you can consistently outperform the market as we go forward, because I mean at some point you reach some sort of ascertained limit (15:08) about content growth, but you're not hitting that yet and you're doing a great job of outperforming the market consistently.

So, just curious what your expectations of sort of duration and is this something you can do in perpetuity or is it something you think is a result of mix, just trying to understand that number..

Well, it really wasn't the mix, John, as much as anything the backlog. This year's backlog is over $1.3 billion for 2017. We're approaching $1 billion backlog going into 2018. We'd expect the backlog number to continue to kind of grow. It's really driven by market penetration more than the mix right now.

While we've had some benefit in the mix, we've also had the pass car rotation out of electrical. So, I think with our product portfolio, our footprint, our competitiveness, our expertise, our customer reach, I wouldn't expect our growth to slow down..

Okay. Second question, I mean, as we look at the schedules as we went through the quarter, obviously, North America started or the expectations for North America were little bit stronger and they weakened through the quarter, same thing happened in China.

So, I mean, it looks like on a global basis we lost almost 1 million units relative to the build schedules at the beginning of the quarter. I'm just curious, I mean, obviously, you guys performed well.

But how disruptive are changes like that? And if we see a market that continues to fade in North America and we'll see what happens in China, how do you manage around sort of that volatility in build schedules if that happens going forward?.

Right. I would tell you, John, first and foremost, as you mentioned it is a global market and the global industry is actually fairly strong. And North America while a little bit choppy is one of the better years that we've seen even if there is a correct, a modest correction.

For us, it's really about knowing in advance when there's going to be a production change, so we can manage our components and our supply base accordingly. Little bit easier to do in electrical, little bit harder to do in seating programs just because we have dedicated Just-in-Time seats. So, we can adjust if we have enough advance notice.

We work with the customer directly. We maintain. We evaluate inventory on hand and sales rates to try to figure and work through where we think the production will ultimately be. But overall the production environment is pretty good.

The macros are pretty good even in North America when you look at employment levels, borrowing, oil and gas cost, housing, we will look at and say not bad, not a bad environment at all. Europe's doing quite well and while China growth has slowed, it's slowed from a very big base. So, overall, we're happy with the production environment..

And, Matt, maybe just to put a finer point on it.

I mean there was a deterioration in the build schedules through the quarter and obviously that's not your – I mean, that's what the automakers are doing, but when you get these releases, I mean, is 30 days out enough time for you to react to work relatively smoothly through your inventory and production process?.

Yes. It absolutely is. If we can get 30 days advance notice then we can adjust the ordering of raw material and components, John, and we can adjust our component facilities, and our component facilities are fairly flexible as far as what products they make.

They're not typically dedicated for one product or a one customer, so we can always kind of adjust our manufacturing capabilities. It gets a little bit harder on the seat side because of the dedicated nature of the Just-in-Time seat assembler, but overall if we have 30 days' notice, we can mitigate the downturn..

Okay. Then, just lastly, I mean, I appreciate your frustration with the stock. I mean obviously there's some other peers out there that run, sort of, breakup strategy to unlock value maybe either through multiples or making the assets more attractive to potential suitors.

I'm just curious, as you're looking at the two segments as they stand right now, I agree with you generally just on the somewhat of the synergies there, but there could be some unlocking of value. Would you consider doing that? And really, you keep kind of highlighting this negative tax implication.

I'm just wondering if you could put some details around that so we can understand that better as well..

Sure. Well, we're, well aware as the board is on what's happening in the space. I think the circumstances are largely different. If you take Johnson Controls, they winded out of the automotive business and they jettisoned their seat business. They were a multi-industry conglomerate.

With Delphi, they had a segment that's high capital intensity and no growth. So, obviously, they want to jettison their powertrain business and put it into marketplace in a relatively efficient manner, I guess. For us, that's not our problem.

What we have are two high growth, high performing businesses with product overlap and synergies and cost synergies between the two of them. We're just stuck with an unreasonable valuation. So, we understand our fiduciary responsibilities to the shareholders to look to maximize shareholder value.

We want to do it in a way that's sustainable and just doesn't provide a short-term pop in the stock if you will, but something that would be sustainable.

We do need to compensate any premium that we have has to be sufficient enough to create value after compensating for the shared infrastructure costs, which I think we've talked about in the past as being few hundred million dollars for one of these businesses on a standalone basis or to separate them.

And then, there's a lot of misinformation on what is a tax-free spin. The tax-free spinoffs are typically just in the U.S. only. The vast majority of our electrical business quite frankly is outside of United States. And so, that would be a taxable event. In the past, we've talked about a number approaching $0.5 billion of negative tax consequences.

So, these are things that we take into consideration. Ultimately though, John, we believe that with the product convergence, our customer reach in feeding the shared infrastructure and the ability to grow these businesses would be better if they're together. And that's true with electrical, but it's also true with seating.

So, it would take a very healthy market premium to make sense for our shareholders to do that..

Maybe just one last follow-up on that.

I mean, would you consider selling the whole company if some white knight kind of landed in that we've seen at other situation?.

I guess it's for sale. It's publicly-traded for sale every day. So, that's a board decision. I think the board's well aware of their fiduciary responsibilities to create value for the shareholders. So, let's just leave it at that..

Okay. Thank you very much..

Thank you. Your next question comes from the line of Joseph Spak with RBC. Your line is open..

Thanks. Good morning and thanks, Matt, for all that color on alternatives, appreciate it. I guess I just wanted to talk a little bit about your opportunity in China. It actually – despite challenging market, it looks like Asia Pac actually accelerated this quarter.

So, maybe you can just talk a little bit on what's going on there and then what you expect to happen in China in the back half? And then beyond 2017, how big is your incremental content opportunity there as you have the domestic automakers look to put better seats in and maybe even an opportunity for you to gain some share with those automakers?.

Great. Great questions. Let me just start framing up China for some on the call that may not be aware. We've actually got a great footprint in China. Both businesses are fairly well-positioned there.

When you take in consideration our consolidated business of roughly $2.5 billion and add to it, our non-consolidated business of $1.6 billion, $1.7 billion, we're well in excess of $4 billion of revenues that we control in that marketplace.

The margins on that business are usually pretty good, slightly higher than the averages in seating, slightly lower in electrical but on average, higher than the segment overall.

The opportunity there is huge because I believe as China matures as a marketplace and the domestic vehicles penetrate that they'll be looking to upgrade their supply chain for the domestic vehicles and that's a huge opportunity for us as we pivot from partner brands to domestic vehicles.

Their base vehicles are becoming much more contented, again, another opportunity. And the last thing is on electrical, as electrical vehicles penetrate there, that's again a huge opportunity or our E-Systems with their knowledge in high-powered vehicles and battery charging and connecting systems. So I think the opportunity there is quite good.

This is a managed economy in many ways and the main priority of the government there is to manage economy to create jobs. This industry creates a lot of jobs. So, they're going to do everything in their influence to make sure that there's an orderly growth in the production there and that again provides an opportunity for us.

So, I think, the contribution margins are very good. I think the opportunity is outstanding. We've spent a lot of years building our capabilities there. We can do basically every component there whether it's seating or electrical. We have state-of-the-art facilities scattered throughout the country.

So, yeah, I think we're – and we've got great relationships with the customers, both the domestics and the joint venture brand. So, I think we have a huge opportunity there..

Did you have an estimate of the content differential between an average seat you supply to a JV versus a domestic OEM?.

Just in generality, a base-level vehicle coming out of passenger car are typically, for seating, I want to say, $700-ish thereabouts. And I think, on electrical probably a little bit less than they have electrical distribution.

As these cars evolve into a – let's say a BMW or a Mercedes C-Class, you're starting to see seatings crossover to that $1,000 a seat depending upon leather and the type of electronics that are in them. And also, you see the same type of progression on electrical distribution as they go from domestic pass cars to partner-luxury brands.

Many of the things that we're seeing quite frankly is they're starting to really increase the content on seating and electrical for these cars, because they're trying to track the executive group if you will. So, you're having rear seats that in many cases actually lay down and recline.

Some of the most advanced seats in the industry are coming or will be positioned for China. So, we think that it's a content opportunity for Lear. The last thing is they, too, are seeing an evolution from pass cars to CUVs which again is another opportunity.

So, I wouldn't be surprised to see content growth in excess of 5% per unit there for a sustainable future..

Thanks. That's very helpful..

Thank you. Your next question comes from the line of Emmanuel Rosner with Guggenheim. Your line is open..

Hi. Good morning, everybody..

Good morning, Emmanuel..

Just wanted first a quick housekeeping question on the mechanics behind the new guidance. So, revenue was increased, core operating was increased, free cash flow.

Was net income left unchanged?.

Yeah. We rounded the net income in our April guidance to, I believe, it was $1.1 billion. If you look at the specifics of that, it was probably at that time below $1.1 billion rounding up to $1.1 billion. So, this kind of trues it up in to the real math, to more exacting numbers..

Okay.

But there's no below the line item that sort of like is getting...?.

No. No. No. There's nothing below the line that has negatively impacted the net income guidance. It's really when we gave the guidance in April, we rounded up to $1.1 billion..

Okay. And then, I guess, I just wanted to come back once again on the, I guess, the topic of sort of keeping the two businesses together. And I want to approach it from a different way, away from the financial engineering. Just curious about whether E-Systems would do even better as part of a bigger group.

How important is scale in the electrical distribution business? And also, sort of like the whole business seems to be moving a little bit away in the future towards – away from wiring and sort of like less in the material content and more towards like centralized boxes with a lot of software that smartly distribute the power.

How well-positioned are you to benefit from this trend?.

Well, let me start with the last piece first. I think we're in excellent shape. That trend is nothing new. Lear has always been a leader in intelligent smart junction boxes, which is the computer mind that allows for that type of distribution.

And it's one of the kind of things that we do extremely well that allows us to penetrate the market and that we can design the most efficient architectures for these electrical distribution systems because of our capabilities in the centralized smart, intelligent junction boxes.

So, that evolution really is nothing new and I think it plays into the strength of Lear. Your question on scale, I think is a good one. But I believe that we've accomplished scale. As we approach $5 billion in revenue, we have adequate scale and footprint and capabilities that will allow this business to continue to grow, thrive and penetrate.

So, I don't think it needs to be part of a larger electrical distribution business to be successful. We're quite successful. In fact, I believe we're the highest margin business – higher margin supplier in this business, quite frankly. So, I don't really believe the need to be with a bigger like electrical player, if you will.

We are a very big organization at $20 billion in revenue and we have the capital structure that can fund growth. The exciting part of it is there is an overlap in the product between seating and electrical that provides other avenues for growth. So, I would tell you I don't think it needs that, Emmanuel.

I think we're well-positioned and I think the results speak to that..

All right. That's great color. And just a quick follow-up on the first part of your answer sort of like the evolution of electrical distribution.

How should we think about the impact on content per vehicle and profitability over time as sort of like the business model moves a little bit away from – how many kilometers of cable go into a car and more towards sort of like some of these centralized boxes?.

I've got the expert here that deals with this every day. Frank Orsini is our President of E-Systems. He's in the room with us. He's probably better served to answer this question..

Yeah. Thanks, Matt. So, Emmanuel, from our perspective and everything we're seeing in the industry right now, and we're working on vehicle architectures that are out in the 2020, 2021 range, there is nothing but growth and content coming into the vehicle. And that's coming through feature content.

It's coming through opportunities where various types of electrical architectures are being developed to accommodate more efficient architectures, more content on the 12-volt architecture. So, flexible circuits and different types of technologies that can reduce the amount of wire that's being used also come at a higher cost.

So, for us, we're seeing growth in wire. We're seeing growth in boxes. And even where you see centralized gateways or centralized modules being utilized, essentially, that's to allow more efficient architectures to add content to a 12-volt system.

Or if you're on a 48-volt system or higher levels, you're also creating space in the architecture by consolidating modules to free up room for other modules to come and to allow for more content. So, from our perspective, it's a positive story. We see growth in all areas, growth in all product segments.

And even where you see some consolidation, it's typically to allow for more features to be added, which drives more content as well..

Great. Thank you very much..

Welcome..

Thank you. Your next question comes from the line of Chris McNally with Evercore. Your line is open..

Good morning, gentlemen, and congrats on another great quarter. So, my question is another follow on regarding the assets and IP within electrical. The investment community struggles to understand I think the long-term future of harnesses specifically.

I'm sort of certain that some analysts in the queue will ask about Tesla's future use of flex circuits to significantly reduce the amount of cabling, for example.

And whether this is an existential risk to your electrical business? I mean, again, put simply, Matt, the question is, is there a value to adding assets within connectors or other areas of power electronics, maybe not for scale as you've just answered, but just because they have strong EV features?.

Right. I think the question, Chris, is which ones. We would like to increase our capabilities in connectors and we continue to look for the right asset at a price that makes sense to the shareholders, so we continue to evaluate that. And so, it depends on the exact component that you're talking about.

Regarding some of the other developments, at one point, it was optic cables and flat flexible cables. So, these fiber optics and things of that nature, trying to find a more efficient way to take wire out of a vehicle, is nothing new.

We've kind of come up with some interesting technologies like using alternate materials as opposed to copper to bring the weight and the cost down.

Frank, do you want to talk to this a little bit?.

Yeah. Sure. So, the concept, as Matt said, the flex circuits and different types of applications in the vehicle is nothing new to Lear even. We've actually used flex circuits in the past. We have the technology in our product portfolio. It is more expensive technology than traditional applications of wire.

So, as Matt mentioned, what we do well in the industry is we optimize the architecture. And that can come through various different methods. You can optimize the wire itself through alternate materials, copper-clad steel, things of that nature or you can do it through electronics. And the beauty of Lear's product portfolio is we have it all.

We have electronics. We have wire. We have terminals and connectors. And it really does come together as a system and we provide the best solution for our customers on a specific architecture or a car line that works best for them. So, we don't see the usage of wire shrinking.

Wires are very secured way of connecting the signaling and data communication in the vehicle. So, right now, the trends are added circuit content and added module content. And in many ways, we're optimizing those architectures, as Matt mentioned, through alternate materials and things of that nature.

But this is where we see growth opportunities and margin opportunities in both of those areas..

That's great. And just a quick follow-up.

Can you just remind us, is the content per vehicle that you have sort of that you see it right now in a full EV versus traditional ICE and also your potential to either take share or just keep share in the future EV architectures?.

Yeah. So, just in terms of general content and again this is kind of general because every vehicle is a little bit different, every architecture is a little bit different, and content on vehicles can vary. But typical 12-volt system, as Matt mentioned earlier, can range $500 to $700 for content.

If you start getting into 48-volt or hybrid type applications, you see that rise up to the $750 to $850 range. And then, EV is almost a doubling of that, so you're in the $1,500 to $2,000 range in terms of content overall..

Perfect. Thanks so much..

Thank you. Your next question comes from the line of David Tamberrino with Goldman Sachs. Your line is open..

Great. Thanks for taking our questions here. First one, just from a margin standpoint, looking at the guidance and thinking about heading from the first half to the second half.

I think we've seen some continued deceleration, at least, in margin expansion year-over-year, and I think we're looking at maybe flat margins overall for the company intuition implied by the guidance.

Can you walk us through some of the puts and takes that you're seeing either from the raw materials headwinds or potential incremental pricing pressure from the OEMs?.

Oh, the pricing pressure is not incremental, David, it's consistent. And, I think, that's actually one of the values that Lear brings to the tables with our design and component capabilities. We're able to find solutions, as we should for our customers, because they're in a price competitive product.

If the macro environment stays consistent, I would expect to outperform. And by that, I mean, both FX and commodities. There is a trending upwards in the commodity market that we've taken into consideration, if we can hold it consistent with what we see at the end of the second quarter, I'd expect to outperform these numbers quite frankly.

That being said, I really don't see anything, any major headwinds on the quarter. Regarding long-term margins, it's important to note that, we are performing in both product segments well in excess of our cost of capital. Our return on investment is one of the highest in the supplier industry.

So, I think, at these margin rates that we can continue to grow the business, in many cases under unreasonable competitive threats. So, overall, we're pretty happy with the margins. And we think it's a right balance between profitability and return on investment while allowing us to continue to gain share.

So, I'd expect the margins to stay fairly consistent..

Okay. That's helpful, Matt.

And from a commodity exposure standpoint, can you just remind us, how much of your COGS on an annual basis is a steel buy, and how much of that really is in the U.S., – potentially imported into the U.S., if there is any?.

We buy on an annual basis about 3 billion pounds of steel per year. About 90% of that steel exposure is covered via the material being directed by the customer or coming into Lear as a fabricated component. So, about 10% of that 3 billion buy is truly at risk for Lear.

We've seen the prices of steel moderate somewhat recently, but still higher on a year-over-year basis. I don't know that we've disclosed historically what our North American buy on steel.

I think that would be probably greater than what we have, for example, in Europe, because I think we have more structures, component capability in North America than we do, I think, in Europe..

Okay. Understood. And if I can take the strategic line of questioning and thought process in a different direction. What I've been hearing from you guys consistently is seating plus E-Systems' future mobility, autonomous vehicles, we should be able to help create the cockpit of the future.

Would you go further down that line of thinking and get more into the integrated cockpits that displays the infotainment systems and truly be able to have the fully-connected customer infotainment system with a swivel chair and the side armrest that comes up with the screen so I can look at it in the middle of the vehicle.

Is that something you could see doing down the road or is that a little bit too forward?.

There's two or three different questions in there. I would say we believe there's huge opportunity to continue to grow in the two main products that we're in. While we do have an audio group, we're really not in infotainment, which I think will be dominated in many cases by consumer electronics companies.

I do believe there's huge opportunities to increase the content in a seat including possibly like you mentioned video screens that come up through it. Now, we don't need to make the video screens. We need to integrate the video screens. So, I think collaboration will be key to these developments.

We do believe that we're well positioned to take advantage of the trend of autonomous. It's important to note that the seat however is a safety product. So, as much as I'd like to lay flat in a Barcalounger while I'm being massaged, probably not going to happen in our lifetime.

But there's ample opportunity to just help assist in the design of the cockpit of the future. More importantly, there's great opportunity to integrate and make these features work through our knowledge of software, cybersecurity, connectivity and the seats. So, I think we're in an excellent position to leverage these trends..

Understood. Helpful. Thank you very much for the time..

Thank you. Your next question comes from the line of Rod Lache with Deutsche Bank. Your line is open..

Everybody, a couple remaining questions.

First, just on the 48-volt, maybe Frank could just give us some sense of the size of the opportunities that you're seeing, the number of platforms or the number of vehicles that you see currently that are out on RFP or that the automakers are talking about and any color on the bookings that you've got in that business?.

Yes. So, Rod, it's a real big opportunity for Lear Corporation in terms of our product offering because all three of our areas, the wiring side, the terminals, connectors and the electronics all benefit from this trend. So, I believe the last time we were on the call, we talked about Lear's content being with four customers on 13 nameplates.

Awarded business, we're now at six customers and 27 nameplates. And that's in varying different levels of content, but we have tremendous activity going on with 48-volt in general. I'm seeing it with all of the customers. And that's what we've been awarded. You can imagine we're quoting a lot behind the scenes as well right now.

And it's just a very positive trend. And I believe we've got a great product offering in this area, and our customers are recognizing that through the awards that we're getting..

Okay. Great. And back on the topic of E-Systems and separation, Matt. A couple of years ago, you had mentioned something like a $400 million number on the tax leakage and I thought that there were ways to mitigate that over time just re-domiciling some of the IP that was in China or Germany.

Do you have an updated number for what that would be? And what is actually the multiple that you'd need to see for that business as a separate company to make that an interesting value-creating opportunity for you?.

Yeah. Before I throw it over to my tax expert, hopefully you can hear him. I will start with the multiple. We need a market multiple. And there's a lot of benchmarks out there on companies that are out there, Rod. So, you can kind of figure out what that means.

But we would need a market multiple and a significant premium over what we're traded at today to even make this thing come close to make sense. As far as the tax leakage, there are ways to mitigate it. That being said, that number is fairly consistent because of the foreign subs.

I've actually got my expert here, Bill McLaughlin (44:48), best tax guy in the business at the table. Bill (44:51), why don't you give a little bit more color to Rod on this..

Yeah. I mean, the tax number that Matt gave is still in the ballpark that we ran a few years ago. And it's primarily for tax leakage in the foreign countries. So, there's certain foreign countries where you can't do a tax-free spinoff and obviously, the value of the business in those countries would drive the tax leakage.

As far as moving IP offshore or something the best tax strategy for Lear as a company right now with the two segments is to keep that IP in the U.S. because of our tax attributes that drives our cash tax rate to a very low number. So, it's much better for the company to keep that IP in the U.S..

So, the tax leakage number has not been mitigated in any material way in the past two, two-and-a-half years, I guess, what you're saying?.

No. No. Because while there are strategies to mitigate it, it would damage Lear overall. But the other thing is the business has become more valuable which makes the gap between the basis and the fair market value higher which increases the tax liability.

So, it's pretty fluid, but in those two years and since we've talked last on the specific topic, Rob, the business has become more valuable..

Right. But it's embedded inside of another business that may also be more valuable. But, obviously, there's different investors that are interested in expressing a view on electrification and some of those things than the cash flow generation that you see in the seating.

I guess so, just to put a finer number on this, so when you say a market multiple, are you saying an automotive market multiple? Are we talking about 7, 7.5 times EBITDA? Are you talking about a broader universe of companies when you're suggesting that you'd need a market multiple for that business?.

There's examples in automotive of very similar companies that are well in excess of 7 multiples, Rod..

Okay. Yeah.

So, that's basically what you're – you'd need to see or have conviction in is what you're saying?.

Yes..

Okay. And just a last question. How much did commodities impact the revenue in the EBIT line? I know that there's some pass-through, obviously, on the copper and so forth.

But can you just clarify that one for us?.

Revenue was extremely small from a margin standpoint on a year-over-year basis, roughly 20 basis points. Commodity prices being higher in the second quarter of 2017 versus what they were in 2016..

Great, okay. Thank you..

Thanks, Rod..

Thank you. Your next question comes from the line of Brian Johnson with Barclays. Your line is open..

Yes. A couple of questions, keeping on the strategic theme.

First, can you give us some example of some design wins that are – where you have both the E-Systems and the seating with some of the advanced connected massaging electronically controlled features, et cetera, you've been talking about?.

Yeah. We're in development on both sides of the pond with multiple carmakers. That's about all I want to say. We're in preproduction development with several luxury automakers on both sides of the pond. So, that's about all I want to say about it at this point..

Okay.

And, secondly, and as you think about fitting into the broader world of automotive supply, is there strategic value you could see of more diversified parts company getting from Lear that would complement other product sets, whether it was something like infotainment mentioned earlier, interiors, which historically have been not attractive but seems to be improving or just kind of a general move to outsourcing more modules of the car?.

No. I think there's ample opportunity to grow the business faster than the market overall with the two products we're in. Both of them have kind of extensions that could make sense, getting better in connectors, some other components that would go into seats.

I don't really see adding a third leg or an over-unifying leg, if you will, between the two of them like infotainment, if you will. I don't think we need to do that. I think there are spokes that are well-entrenched there already that do a great job. And I just don't see the returns for our shareholders by doing that.

So, we're pretty happy with the product the way it is – the product lines the way it is right now..

Okay. Thanks..

Thanks, Brian..

Thank you. And your next question comes from the line of David Leiker with Baird. Your line is open..

Good morning, everyone.

How are you doing?.

Good, David.

How are you doing?.

Doing great. Thanks. I wanted to follow up – I'll go back to – I think it was first question with Grupo Antolin.

The $330 million number, Jeff, was that a full year number or is that a 2017 contribution number?.

That's a 2017. So, just the math is we acquired Grupo at the – either the tail end of April or beginning of May. So, it's eight months' worth of Grupo and a full year worth of AccuMED. We acquired AccuMED late in 2016..

Okay.

And then can you give some characterization of what the growth of the business and what the backlog looks like for it?.

Yeah. When we last announced our backlog, we had a backlog going into 2018 of $900 million and of 2019 of $650 million. Now, 2019 still have a lot of open sourcing. We'd expect that number to increase.

But we've been averaging the first year of the backlog right around $1 billion on average and we'd expect that to be true and hold true based on what we're seeing in the marketplace..

Yeah.

And then what about with the backlog at Grupo Antolin?.

With Grupo, we'd expect it to grow at a market rate, I don't know, 2%, 3% thereabouts. We're still digging through, in many cases, their bookings. It's a good business, came in with some great kind of technology and structures that we think we can leverage.

It's a well-run segment of their business or was a well-run segment of their business and expands our customer reach into some of the premium European automakers. So, we think with that we can accelerate growth..

Okay. Great. And then, just one other item here.

If you look at the restructuring actions, the charges that you flow through your P&L, where do you stand on those in terms of whether they're structural or they're more tactical related or head count related? How do you characterize that?.

I think the vast majority of what we do in restructuring is kind of, I would say, how you split tactical from strategic? It's lowering the infrastructure cost, David, from a facility standpoint. It's getting better in structures, if you will, and kind of getting our components footprint where it needs to be. So, I think that's kind of strategic.

There is always a portion that's census related. You can't avoid it. But I would say, on average, it's probably 75% to 80% strategic, if you will, putting the plants where they need to be and overall reducing your cost structure..

Okay. Great. Thank you and a real nice quarter..

Thanks, David..

Thank you. And our final question comes from the line of Irina Hodakovsky with KeyBanc. Your line is open..

Thank you. Good morning. This is Irina on for Brett Hoselton. You guys discussed this in detail earlier on in the call. But just to sum it up, production outlook for IHS is at 17.4%.

Some of the other automotive suppliers in this space expressed that their internal schedules that they have from their clients are a little bit below that and expressed some concerns that there is downside potential to that revised outlook. You also mentioned that you have sufficient visibility.

How do you feel within your schedules relative to IHS? Do you feel there's concerns for the downside?.

No, I don't actually. We've got our releases. We have the same release that the other suppliers have. We keep an eye on the macro environment as far as inventory levels and sales rates. We've taken into consideration IHS. Our guidance is based on it.

However, we adjusted for specific car lines and the information and the planning documents that we have from the customers and we all have share of those documents equally, all the supplier base. So, we're comfortable with our sales projection based on what we're seeing in the marketplace in North America.

The other thing that's important to note, Irina, is that obviously, the majority of our business is outside of the North American market. So, it's pretty balanced from a geographic standpoint. So, and that we're very comfortable with the sales guidance..

Wonderful. Thank you very much for that feedback and congratulations on a great quarter..

Thank you. Okay. That probably leaves the folks that are on the call just being the Lear team. I want to start off by thanking the finance organization for the work preparing us for this call and for the communications.

I want to thank the entire team for the outstanding work that you're doing, the effort, the hard work, the teamwork that drives these type of performances, this type of performance. So, thank you very much. We're not done yet. Complacency is the enemy. Let's continue to kick ass. Thank you..

Ladies and gentlemen, this concludes today's conference call and you may now disconnect..