Good morning everyone and welcome to the Lear Corporation Fourth Quarter and Full Year 2021 Earnings Conference Call. All participants will be in a listen-only mode. After today's presentation, there will be an opportunity to ask questions. Please also note today's event is being recorded. At this time, I'd like to turn the floor over to Ed Lowenfeld, Vice President of Investor Relations. Please go ahead.

Thanks, Jamie. Good morning, everyone and thanks for joining us for Lear's fourth quarter and full year 2021 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 2, 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 3. Ray will begin with the business update including 2021 highlights, key upcoming launches and review of our 2022 to 2024 backlog. Jason will then review our financial results and full year 2022 outlook. 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, Ed and good morning everyone. Please turn to Slide 5. I am going to provide a brief overview of our full year financial results. 2021 was an extremely challenging year, as global vehicle production was significantly impacted by the semiconductor shortages and the COVID-19 pandemic. Commodity cost pressures and low visibility from our customers, resulting in short-term production shutdowns, led to a very difficult operating environment. Despite these challenges, we reported sales of $19.3 billion and core operating earnings of $826 million, both of which reflect significant improvements compared to the prior year. I'm extremely proud of the Lear team for the performance of 2021. We delivered solid financial results, increased our backlog and announced key strategic acquisitions and partnerships that will position the company for long-term success. Slide 6 summarizes some business highlights from the year. Our sales growth outpaced the market by 8 percentage points in 2021, with strong growth over market in both seating and E-Systems. In seating, we increased our market share to 25%. This reflects new business wins and our leadership position in luxury seating. We also announced the Kongsberg acquisition, which will add capabilities in massage, lumbar, heating and ventilation systems to further distinguish Lear as a seating supplier with the most complete component capabilities. We continue to identify additional opportunities to extend our leadership position in seating to increase market share and improve our industry-leading margins. On the E-Systems side, we completed multiple transactions to enhance our capabilities in connection systems. These actions and other opportunities that we have identified and are pursuing will improve our competitive position in electrical distribution and support our plan to improve margins in E-Systems. We're honored to be recently featured on the 2022 list of America's most responsible companies by Newsweek. Lear was ranked in the top 5% of all companies evaluated. This ranking is based on a holistic view of corporate responsibility across 14 different industries and is a testament to our industry-leading ESG initiatives at Lear. We also received multiple awards in 2021 from our customers and various industry publications. Highlights include receiving the most JD Power Quality award in seating and three Automotive News Pace Awards for innovation in E-systems and seating. During 2021, we took several actions to improve our financial flexibility. In addition to increasing our revolver credit facility to $2 billion, we issued new lower-cost debt and extended our debt maturities. We also returned $207 million of cash to shareholders through dividends and share repurchases in 2021. Slide 7 highlights some of our key product launches in seating this year. In addition to the Just-in-Time assembly for each of these programs, we are also delivering multiple components for these launches, including leather, fabric, structures, cut and sew seat covers, and foam. We believe that our position as the most vertically integrated seats supplier provides a competitive advantage by improving the quality of our products and offering a better value proposition for our customers. Our pending acquisition of Kongsberg comfort systems business is consistent with other acquisitions we've made over the past decade to expand our seat component capabilities and add innovative technologies to further differentiate our product offerings. By adding desirable features like thermal comfort capabilities to our portfolio, we believe the Kongsberg acquisition will enhance both top-line growth and margins over time. This slide also highlights Lear's position as the leader in luxury seating with six of the eight key launches on both new vehicles and key replacement vehicles for Mercedes, BMW and Land Rover. Also highlighted on the slide are our new EV launches and conquest wins. We have won over $1 billion in net conquest wins since 2019. Four of those programs are launching this year including the BMW X-5 in China, the Chevrolet Colorado, the GMC Canyon in North America, and the BMW 7 series in Europe. Turning to slide 8, I will now highlight key upcoming product launches in E-Systems. We had a great year of business wins in E-Systems in 2021 with $1.3 billion of new business awards. This was our best year of new business wins since 2014 and it represents a 45% increase from our awards in 2020. The industry outlook for electric vehicles continues to grow, and Lear is benefiting from the fact that about half of these new awards in E-Systems represent content on electric vehicles, including high-voltage wiring and connection systems as well as power electronics. This trend is also apparent in our upcoming launches for this year, with six of our eight key launches, which will include content in new electric vehicles. Key wire launches include our first high voltage and low voltage wiring products with a major global EV manufacturer. Late this year, we will also be providing high and low voltage products on the most sophisticated and largest wiring harness Lear has ever produced. This award for an autonomous and electric passenger vehicle reflects the trust that our OEM partner has in Lear's design and manufacturing capabilities in wiring. Working on this program, we have learned a tremendous amount about highly complex data-rich architectures and that experience will prove invaluable as we design and develop more sophisticated electrical distribution systems in the future. As a frame of reference, this wire harness has two to three times the number of circuits as a typical wire harness program. Key electronic launches include our award-winning battery disconnect unit on the GMC Hummer pickup, the first of many derivatives on GM's battery electric truck platform, and a 5G telecommunications unit for Great Wall that will eventually be used on multiple models as we move forward. Now please turn to slide 9, which shows our 2022 to 2024 backlog of approximately $3.3 billion. As a reminder, our sales backlog includes only awarded programs net of any lost business and programs rolling off, and excludes pursued business and net new business in our non-consolidated joint ventures. The backlog increased by $475 million compared to last year, despite lower industry volume assumptions for 2022 and 2023. From a segment perspective, our backlog is split roughly 70% in seating and 30% in E-Systems. The $2.3 billion seating backlog reflects over $1 billion of net conquest awards as well as new electric vehicle programs for Volvo, Mercedes, General Motors, BMW, Geely, and Renault. In E-Systems, the billion-dollar backlog is split roughly equally between electrical distribution, which includes connection systems, and electronics. Approximately 50% of the backlog in E-Systems reflects products that support electric vehicles. The E-Systems backlog is well-balanced by customer and by region and will support the continued diversification of our customer base. We will now show on this slide the 2022 to 2024 sales backlog for our non-consolidated joint ventures, which is an additional $570 million. Total backlog, including these non-consolidated joint ventures, is approximately $3.9 billion, which is roughly equal to the highest total backlog in our history. Consistent with historical experience, we expect the third year of our backlog to continue to grow as there are several programs that we are pursuing that will launch in 2024. Hold on, Jason, I want to pause for a moment. I'm going to go off script. I just want to say a few words. It's tough for me to get to that slide and I thank Carl and Frank for all the hard work your teams did. Incredible job, and to all your employees on the phone. I talk about this all the time. It's been tough 18 months, 2 years. But to have this type of recognition, as the only rewards that are important are the rewards that we get in backlog, profitable backlog. This company gives me extreme confidence that we are doing all the right things and we're going to have a great future. So I want to pause. Say thank you to all the Lear employees and the team. This was one heck of an accomplishment. I couldn't be more proud of what you have achieved. To have record backlog is something special. And so Jason, I'm going to turn it over to you for a quick financial review.

Thanks Ray. Slide 11 shows vehicle production and key exchange rates for the fourth quarter. The ongoing component shortages significantly reduced global industry production for the third consecutive quarter, particularly in our two largest markets, North America and Europe. As a result, global vehicle production in the fourth quarter decreased by 13% compared to the strong fourth quarter in 2020. On Lear's year sales weighted basis, global production declined by approximately 16%. From a currency standpoint, the U.S. dollar continued to weaken against the RMB and strengthened against the Euro compared to 2020. Slide 12 highlights Lear's growth over market for the full year as well as the fourth quarter. For the fourth quarter, total company growth over market was six percentage points, with seating growing 7 points above market and E-Systems growing 5 points above market. For the full year, total company growth over market was a strong 8 percentage points, with seating growing 9 points above market and E-Systems growing 5 points above market. Growth over market in North America of 11 points for the year reflected the benefit of new business in both segments from Ford, Hyundai, and Volkswagen and strong production in seating on GM's full-size SUVs and pickups as well as Mercedes and BMW SUVs. In Europe, growth over market of 6 points was driven primarily by new business, as well as strong performance in the luxury segment and seating as well as new business in E-Systems across multiple OEMs such as JLR, Audi, Volvo, and Renault. In China, growth over market of 2 points resulted primarily from new business with Ford seating and new business with Geely, Volvo, Great Wall, and Nissan in E-Systems. Slide 13 highlights our financial results for the fourth quarter 2021 compared to 2020. Our sales declined 7% year-over-year to $4.9 million. Excluding the impact of foreign exchange, commodities, and acquisitions, sales were down by 10% primarily reflecting lower production on Lear platforms, partially offset by the addition of new business. Core operating earnings were $158 million compared to $330 million last year. The reduction in earnings resulted from the impact of lower production volumes and higher commodity costs, partially offset by positive operating performance in the addition of new business. Adjusted earnings per share were $1.22 as compared to $3.66 a year ago. Fourth quarter free cash flow was a use of $13 million, compared to a source of $234 million in 2020. Free cash flow was negatively impacted by lower earnings, increased working capital, and higher capital expenditures. Slide 14 highlights our full year financial results for 2021 compared to 2020. Our sales increased 13% year-over-year to $19.3 billion, primarily reflecting the addition of new business, increased production on Lear platforms, the impact of foreign exchange, and commodity pass-through. Excluding the impact of foreign exchange, commodities, and acquisitions, sales were up 8%. Core operating earnings were $826 million compared to $614 million last year. The increase in earnings resulted from positive operating performance, the addition of new business, and the impact of higher production volumes, partially offset by higher commodity costs. Adjusted earnings per share were $7.94 as compared to $5.33 a year ago. Free cash flow generated for the year was $85 million, compared to $211 million in 2020. Free cash flow was negatively impacted by increased working capital and higher capital expenditures, partially offset by higher earnings. Although we were able to significantly reduce inventory levels from the third quarter to the fourth quarter, working capital was higher than anticipated for the full year as a result of continued production disruptions at our customers. We anticipate an unwinding of the elevated working capital to take place throughout 2022. Slide 15 explains the full year variance in sales and adjusted operating margins in the seating segment. Sales for 2021 were $14.4 billion, an increase of $1.7 billion or 13% from 2020. Excluding the impact of foreign exchange, acquisitions, and commodities, sales were up 10%, reflecting higher production and the benefit of new business. Core operating earnings were $912 million, up $231 million from 2020, and adjusted operating margins improved by 90 basis points to 6.3%. The improvement in margins reflected primarily higher volumes on Lear platforms, margin accretive backlog, and positive net operating performance, partially offset by higher commodity costs. While steel costs increased throughout the year and reached record levels in 2021 before recently beginning to moderate, other commodity costs have continued to rise such as foams, chemicals, and leather hides. Slide 16 explains the full year variance in sales and adjusted operating margins in the E-system segment. Sales for the year were $4.9 billion, an increase of 12% from 2020. Excluding the impact of foreign exchange, acquisitions, and commodities, sales were up 5%, driven primarily by a strong backlog, partially offset by lower volumes on key platforms. Core operating earnings were $197 million or 4.1% of sales compared to $157 million and 3.6% of sales in 2020. Margins improved primarily reflecting significant positive net operating performance, which more than offset the negative impact of higher commodity costs, and the margin benefit of the backlog largely offset the impact of lower production volumes. Now please turn to slide 17 where I will briefly talk about our balance sheet and liquidity. During the year, our treasury team took advantage of favorable market conditions and our strong financial position to further strengthen our capital structure and improve our debt maturity profile. We renegotiated our credit agreement to increase the revolver to $2 billion and extend its maturity by more than two years. We also completed a $700 million bond financing, the proceeds of which were used to repurchase $200 million of 2027 notes, repay the term loan that was scheduled to mature in 2022, and fund the pending Konigsberg acquisition. As a result of these actions, Lear has no outstanding debt maturities until 2027. We have a strong balance sheet and ample liquidity to make additional organic and inorganic investments that will strengthen both of our business segments. At the same time, we remain fully committed to returning excess cash to shareholders. During the fourth quarter, we increased our quarterly cash dividend to the pre-pandemic level of $0.77 per share. For the full year, we returned over $200 million of cash to shareholders through dividends and share repurchases. Now shifting to the outlook for this year. Slide 18 provides global vehicle production volumes and currency assumptions that form the basis of our 2022 full year outlook. We based our production assumption on several sources including internal estimates, customer production schedules, and IHS forecasts. Though we expect the impacts of supply chain disruptions and industry vehicle production to improve versus 2021, we do expect some additional downtime in 2022, particularly in the first half. At the midpoint of our guidance, we are assuming global industry production of 78.8 million units, which is about 2.4 million units lower than the IHS January forecast. From a currency perspective, our 2022 outlook assumes an average Euro exchange rate of $1.12 per Euro and an average Chinese RMB exchange rate of 6.35 RMB to the dollar. On slide 19, we outlined the broader industry factors, as well as Lear layer specific items we considered while developing our 2022 outlook. The chart is intended to highlight the implications of each of these issues on both our 2022 financial outlook, as well as 2023 and beyond. While industry production volumes are continuing to recover, significant uncertainty around the pace of the recovery combined with accelerating inflationary cost pressures led us to issue a wider than normal full year financial guidance range. I'll start by discussing the key macroeconomic factors. We see incremental improvement in industry production levels this year, but we are still significantly constrained relative to demand. As a result, we expect a gradual but sustained recovery stretching into 2023 and well beyond. On the cost side, we will see an impact from elevated commodity prices primarily in the first half of the year when compared to last year. While we are seeing prices softening from peak levels, particularly with steel, those costs remain well above historical levels. For steel, we ordinarily lock in 6 to 12 months requirement contracts before the beginning of each year. This year, we have entered into contracts that protect our requirements while capturing the benefit of expected softening prices in subsequent quarters. In general, we expect the first quarter to reflect the peak margin headwind for higher commodity prices net of commercial recoveries, with margins improving in the second quarter, and then again into the second half of the year. We expect wage inflation, labor shortages, and other inflationary pressures in the supply chain to impact both material costs as well as labor and overhead costs in our manufacturing facilities, where we are seeing higher utility costs, for example, as well as elevated logistics costs. As Ray highlighted earlier, there are a significant number of EV launches in 2022, which are important drivers of our strong new business backlog. This business is launching with strong margins in line with our segment averages, and as the number of EVs coming to market grows and penetration and values increase, this trend provides a CPV opportunity for both of our business segments. From a Lear perspective, we are taking action to capitalize on the industry tailwinds and mitigate the impact of the headwinds. Ray discussed our very strong three-year backlog, and we have a substantial pipeline of new opportunities the team is bidding on in 2022. While we do see a bit of a reversal from the favorable platform mix we experienced in 2021, particularly on seating, our estimated growth of market over a four-year period 2019 through 2022 remains very strong, with total company growth over market of more than five percentage points, including E-Systems at nearly 6% and seating at 5%. Specific to 2022, there are key program changeovers that are negatively impacting growth over markets, such as the Ford SuperDuty pickup and E-Systems. We are taking proactive steps to manage our capacity and cost structure and anticipate a second consecutive year of strong net operating performance. We plan to invest approximately $125 million in restructuring in 2022 to continue aligning our product portfolio and manufacturing footprint to current volume levels while improving flexibility to increase capacity and generate strong financial returns as the industry recovers further. Lastly, we are working closely with our customers to negotiate recoveries or work collaboratively and offsets to higher commodity prices and inflationary cost pressures. Over the last 10 years or so, we have worked to de-risk our business by developing contractual pass-through agreements on key commodities. These agreements cover the vast majority but not all of our steel, copper, leather hide, and chemical cost exposure. We continue to work closely with our customers on value-added value engineering ideas, context technology optimization, and other means of helping offset significant inflationary pressures, as well as the impact of suboptimal production schedules. Again, our 2022 financial outlook ranges for revenue and earnings remain wide to appropriately reflect the uncertainty outlined on the slide. Slide 20 walks our 2021 actual results to the midpoint of our 2022 outlook for sales and adjusted margins. Year-over-year revenue is expected to grow by approximately $2.3 billion, and adjusted margins are expected to improve by 60 basis points, due primarily to the increase in global volumes in our margin accretive backlog. Commodity costs and non-labor inflation driven by component, freight, and logistics cost increases are expected to negatively impact margins by 80 basis points. Slide 21 provides more details on our 2022 outlook. Our revenue outlook is expected to be in the $20.8 billion to $22.3 billion range with a midpoint of approximately $21.55 billion. Core operating earnings are expected to be in the range of $900 million to $1.2 billion. Adjusted net income is expected to be in the range of $525 million to $755 million. At the midpoint, this would imply an increase of 33% over 2021. Restructuring costs are expected to be approximately $125 million, and we have increased our capital spending by $90 million to $675 million at the midpoint in order to support upcoming launches and growing backlog. Our outlook for free cash flow for the year is expected to be in the range of $300 million to $600 million. Now I'll turn it back to Ray for some closing comments.

Thanks, Jason. Turning now to slide 23. As we enter a new year, we continue to make investments to grow and strengthen our core businesses. We extend our advantage in operational excellence and develop and support our people. As always, we will continue to analyze our product portfolio to ensure we are making investments that will create the most value for our shareholders. In seating, we're going to integrate the Kongsberg acquisition which will further solidify our position as the leader in seating while bringing additional desirable content to our offerings. We believe this will enable Lear to improve the overall seat system performance by offering more efficient, lower weight, and flexible packaging design solutions. We continue to identify additional opportunities to further strengthen our position in seating. In E-Systems, our efforts will focus on continued growth in connection systems, which is a critical component to improving margins. We've made good progress improving our connection systems business last year, and we will be looking to identify additional value-accretive investments in E-Systems, both organic and inorganic in 2022. Lear has a long history of aggressively managing its manufacturing capacity and cost structure, and we believe that semiconductor availability and other supply constraints will continue to impact industry volumes, while inflationary pressures throughout the supply chain will continue. Also, we do believe all of these issues will dissipate in the near to medium term. We are increasing our restructuring spending to increase flexibility, reduce costs, and improve efficiencies in our operations going forward. These actions will ensure we are able to flex capacity with industry volumes and better position the company for future profitability. And now we'd be happy to take your questions.

Ladies and gentlemen we will now begin the question-and-answer session. Our first question today comes from Rod Lache from Wolfe Research. Please go ahead with your question.

Good morning, everyone. There are a couple of questions. Your guidance for 2022 - I just wanted to clarify a couple of things. On the top line, you've got 767 from volume, which is about 4%. And I'm guessing that corresponds with your 6% volume guide minus 2% for price. Most likely your geographic mix is good, but customer mix or platform mix is not. Is that about right? And can you give us a sense of how to think about that, particularly the geographic and customer mix? And second, on the earnings bridge, you've got 70 basis points of margin, which if I'm correct, got to make sure I understand how you're portraying that margin bridge. If we were to include the 425 of positive revenue then to get that magnitude of dilution, there would have to be like a negative 130 million correspondingly on the EBIT. Maybe you could just elaborate on that.

Yes, I'll address the second question first. Your calculations are fairly accurate. It's approximately $140 million due to commodities and we are categorizing it as a non-labor related inflation impact year-over-year. The recovery assumption indicates that we aim to counterbalance about 75% of the overall year-over-year impact, which is roughly $575 million in total effects on a gross basis. Regarding your inquiry about the revenue bridge, you are correct. The value mix also accounts for pricing effects, including price reductions and offsets to those reductions. Consequently, the net effect is under 3%, but it is included in that section of the bridge.

Okay, so just to clarify, Jason, I thought you had commented on something like a $65 million commodity impact, maybe a little bit better than that. Maybe I misinterpreted that statement. And more importantly, if we think about the rate of margin improvement as we go forward, if it wasn't for this commodity impact, you'd be doing something like 130 basis points of margin improvement, not 60. Is that something we should be thinking about as we look forward to maybe 2023 assuming you get another increment of production and pretty good backlog? Are there other things that we need to think about regarding margins?

Yes. I mean, just take a step back and talk through commodities and what's happening there. Last year, we saw a $450 million gross impact, we recovered about 60% of that. The net impact is $185 million, which is a little more than 100 basis points for the company, more in seating and less in E-systems—about 60% of that was steel, then 10% in copper, 20% in chemicals, and 10% in leather hides. As we look at 2022 and what we were talking about several months ago, mainly related to steel, copper, and what we saw in those markets until maybe lesser extent chemicals and hides really haven't changed much. And so as we look at 2022, the outlook for steel is actually a little bit better than we had anticipated at that point in time. And so again, the gross impact of roughly $575 million for this year and $140 million net, only about 15% of that, or 20 million is steel. So we see the benefit of some additional pass-through from last year's increase and better contractual terms on this year's steel exposure, coupled with what we believe is going to be declining steel prices throughout the year where the first quarter is sort of the peak impact, and then it works its way down throughout the balance of the year. Copper, chemicals, and hides are a similar exposure to the prior year. The big difference for us this year is what we're seeing on components and yarn, resins, and other components that we didn't see cost pressure on last year. And so what we're experiencing now is on components where we have contractual protection, we're seeing suppliers trying to break those contracts. Our response to that depends on the nature of the supply agreement. So if it's a directed supplier, it's pretty straightforward. You're going to work with the customer to pass that through. In other cases where there's a large amount of steel embedded in a component and they have contractual responsibility for the by, if the supplier is going to be bankrupt, that doesn't do much good. So you have to protect supply and grant the increase and so that's kind of a new dynamic that we're experiencing this year. And then we don't normally call out utility costs and ocean freight and those types of things. But the level of increase is so significant that I thought it warranted highlighting as part of a headwind for this year. Now as you look at our history of net operating performance, we are able to offset much of this through our own performance improvement programs, whether that's restructuring or the commercial performance in the teams or our operating performance. Last year we offset all but 13 basis points and this year it's roughly 35 basis points. So you got about 50 basis points of margin headwinds between commodities and performance over a two year period. I would expect to claw that back, certainly in 2023. And likely more than that. And maybe I'll pause for a second and let Ray talk a little bit about the commercial environment around this topic, because I think it's really the most important point that we need to get across in this call.

Yes, I think Rod and Jason mentioned it, there has been a significant shift that we're seeing relative to the supply base. We have been in this and we've been working with our customers and suppliers for the last several years. And a lot of that was negotiated, the team did a remarkable job. I think our purchasing team has done an incredible job of protecting production at the same time, negotiating what would be more transitory or temporary deals to get through a particular period of time, and that's what we're seeing from the supply base—more temporary and things would from a commodity inflationary cost perspective decrease over time. What we're seeing now is much more aggressive positions within the supply base looking for more fixed solutions. To Jason's point, we have a tremendous amount of detail within the cost structure in a tight network between engineering, our purchasing group, our commercial and logistics teams that tie us together and really put it in front of the customer. 75% of whatever program is directed material. Therefore, we are seeing the negotiations go on, because we are really in three-party negotiations to solve those issues. The aggressive behavior is getting to a point where it's stop-ship threats, with some of these directed suppliers. In E-Systems, albeit it's not as high, we still have 30% to 40% of our purchase material that is directed. So like Jason said, that will be passed through to our customer. And there does seem to be the change where the tier twos and tier threes are in a position where it's financially, they don't have the ability to really produce parts going forward. So one is a solution to get them to produce parts, and two is a longer-term solution, which is more of a fixed price increase. I think the big shift or change over what we've seen in the last 18 months is really what we're seeing starting this year, maybe a little bit in the end of last year was more of a longer-term fixed play on price solutions. Again, I don't think there's a—we can talk about the semiconductors or we can talk about inflationary costs, but it's across the board. So whether it’s transportation and air, ocean, trucks, or whether labor issues with labor increases or just the lack of labor support—we've had a number of situations where suppliers or customers have had to go down because they don't have labor to produce parts. That's a more recent occurrence, and that is becoming increasingly spread across the industry. What happens, obviously, you have intermittent shutdowns, which we're seeing again. So, I haven't seen a change. I wish I could say that I've seen a change from last quarter to this quarter coming into this year where customers are shutting down their facilities with zero or no notice. We're literally in plants, building parts and getting notice that they're going down, which really creates that sticky labor situation and again creates a commercial issue from our supply base into the customer. So there are a number of different factors going on. We are handling it, I think, in a very specific way that is very respectful to what's going on. But we're also—we've had some for the majority of the part’s success with our customers on getting recoveries, particularly 100% with a directed but in our situations where we have cost—we've got some really good negotiations going on with our customers to resolve these because these are going to be much, what we believe, more fixed increases, as opposed to temporary, which is what we were dealing with over the last 18 months.

Just to clarify, Ray, it sounds like you're optimistic about the ability to negotiate a recovery on that, as you get it out to next year. What specifically in seating—you gave the categories transportation, trucks, labor, things like that. But is it metals and mechanisms? Is it everything within the seating business where there's that magnitude of inflation? It's become more permanent?

Yes, Jason, do you want to kind of talk about the guidance perspective? Obviously, we put in our guidance on the high and low end as far as how we're going to get at it this year, Rod. But I'd say sticky labor is one of the big ones that we're dealing with right now with capacity. With budget facilities, when you, like I mentioned, you have hundreds of people standing around trying to build parts, that's probably one of the most impactful from a cost perspective that we're negotiating with our customers when you've limited capacity to a certain level, and then you have thousands of employees sitting around, and then you have to bring them back in 24 hours or 48 hours to sit around again, that is probably one of the more costly issues that we have to encounter from a quarterly perspective. From a commodity perspective, we talked about steel fortunately. Steel has gone down significantly, but across the board, like Jason mentioned, yarn, leather is something that impacts us this year, particularly in the first half, and chemicals are issues, but I wouldn't say as significantly large as what we see just running our facilities in the budget facilities.

See, components that are made with steel and resins are where we're seeing the kind of stickier more permanent price increase requests. So even with steel coming down 30% North America from that peak, it's still more than double its usual historical level. And so suppliers that have a high percentage of steel as a component in their part is where we're seeing probably the most significant distress on the seating side, and in the E-systems parts that are made with copper and resins combined, are where we’re seeing pressure in addition to the obvious issues with microchips, suppliers putting more three-party discussions with our customers.

Okay. Thank you.

Thanks, Rod.

Our next question comes from Joseph Spak from RBC Capital Markets. Please go ahead with your questions.

Thanks. Good morning. I guess, I was wondering if you could give a little bit more color on the margins by segment that you expect and then specifically, in E-systems, I know you've talked in the past about incrementals on that volume. What's not really clear to me is sort of how much investment you're putting into E-systems, and I'm wondering what that amount is for ‘22 and how that plays into the margins for that segment?

Yes. So the margin range for E-systems is sort of mid-threes to a little less than 6%, from the low end to the high end of the guidance range. The math is 4.7% at the midpoint; we're seeing good conversion on volumes in E-systems in the neighborhood of 27%. We're seeing good conversion on the backlog. It's converting at more than 10%, and so the biggest margin headwind again in E-systems is going to be the net effect of these component commodity increases, which is about a little more than 100 basis points of headwind. To a lesser extent, our continued investment in engineering in that segment, but that's much less significant in terms of the basis point impact. If I kind of just step back and look at reading through this year, what E-systems margins look like out in a more normal volume environment, I think at 4.7%, if you just add back volume at, say 89 million units, which is 2023's IHS forecasts, that takes you to 7% by itself and then climbs back a third of the commodity impact and half of the premium cost. So we're continuing to incur that business already at 8%. With our continued growth in connection systems over the next couple of years, there's a very clear path back to 8.5%. So I think what's really weighing on that segment is less about investment and more about the net effect of commodities and component cost increases.

Okay, thanks. And in seating, what's the margin range?

So in seating the margin range is sort of mid 6 to just over 7, 6.8% at the midpoint.

Okay. I guess the second question is just on E-systems. On what we heard from Sam yesterday, there was a canceled program with—what's the update on that from a full year perspective?

I have heard about that. Not sure what Sam is referring to. It’s good going back to—

Okay. And is there an update just on the progress for that business and how that sort of contributing to the go-forward trend for E-systems?

Yes. So what we've done at this stage, Joe, is we've fully integrated that into E-systems and into the electronics business. Essentially, it's a little bit like some of the smaller acquisitions in electronics that we've had with XL, Orada, and others to just round out our software capability that's embedded on the electronic modules that we're selling. Not much of an update to provide specifically for you on that in terms of independent revenue or anything like that.

Okay, thank you.

Our next question comes from Dan Levy from Credit Suisse. Please go ahead with your question.

Hi, good. Good morning. Thank you for taking my questions. I just want to go to your growth of the market, which I'm calculating over on a weighted basis versus your end market expectations. It's like one point of growth of the market. You just did eight points of growth of the market in 2021. So maybe you could just give us a sense of that eight points of outgrowth, how much of that was unique, which will be subject to payback, so to speak? And then I think you mentioned some items on mix and changeover. You mentioned SuperDuty, but just why only one point outgrowth in 2022 and the outlook beyond 2022 is still for something in the mid-single-digit range?

Yes, I'll start with the second part of that question first. Our outlooks longer term really haven't changed in either segment. I think if you look back again 2019 through 2022, it gives you a better sense of the growth potential of both business segments of E-systems at six points of growth over market and seating at five. So this year it's a little bit lumpy because of changeovers and the benefit we had last year, particularly in seating with the very favorable mix sort of reversing course. I'll just give you a couple examples of the changeover in the prepared remarks in the E-systems and on the Ford SuperDuty, but in addition to that Expedition Navigator, another large platform in that segment, the volumes are expected to be lower. In a North American market that is projected to grow at 12% -13% in seating, we have Daimler changing over their SUVs in Tuscaloosa, not the GLE, GLS. But the new vehicles that they're introducing, there are two electric SUVs that we'll be launching at the tail end of this year. Their volumes are down year-over-year after a record year last year. Again in the North American market that is growing at 12% or 13%. So there's just some—it’s just math at that point. In Europe what we're seeing in terms of the IHS projections which underpin a lot of our assumptions on volumes is flattish or even lower volumes on some luxury platforms, Porsche Panamera, 911 Baxter came in those platforms, Audi, Audi Q3 is another one that comes to mind. Again, in a region that is slated to grow 12% or 13%. So it's what you're seeing as the rotation back to mainstream vehicles. The assumption we've made in our guidance. If you were to fast forward 12 months given the constraints due to the chip issue right now, I wouldn't be shocked to see our revenue come in at the midpoint and the industry volumes come in much lower because we're starting to see some of that already due to the constraints OEMs are focusing on specific platforms that have the highest margins or do best for them. So it's really kind of an unusual situation both last year and this year in terms of the significant outgrowth in seating last year and the flattish growth this year relative to the market. I would attribute more to the unusual nature of what's happening with the chip shortage more than anything. If you take a step back, the biggest driver of seating growth is the conquest wins. We have a billion dollars in our backlog over the next three years of business that we have taken from competitors, whether that's the Colorado Canyon here in North America and launching at the tail end of this year, 7 series and then the 5 series BMW in Europe, the X5 in China. We have significant business with Volvo that is starting to roll in more next year and the year after that are all conquest wins. We see significant opportunities to continue taking business from competitors, given our unique value proposition, which has only strengthened through the acquisition of Kongsberg. On E-Systems, the underlying products that are in that segment are continuing to grow considerably faster than the market with the additional content, particularly on electric vehicles, which we've talked at length about in the past.

Okay, so just to unpack one of the points there just to be clear this contemplates—I mean GM is your largest customer, I think there's something like 20%—they're out there saying volume growth of 25 to 30. Does this contemplate an outlook like that from GM?

So at the high end of the range, we have something that resembles what GM is talking about on certain platforms like the full-size truck and SUVs. We've been a little bit more cautious at the midpoint of our guidance range and we're not reflecting the full customer projections at this point just given what we experienced last year and other platforms that had a lot of downtime last year; we've sort of assumed that is going to continue again because of the constraints in the marketplace. So the answer is yes and no, and that depends on the platform, Dan.

Okay, great. Thanks. And then a follow-up. I think you touched on it a little bit here, but you mentioned in your deck that your seating market share is now 25%, up from 23%. I think your long-term target is 27% or 28%. So maybe you could just unpack what is it that's driving continued market share gains in seating? Is it just, is it the vertical integration? Is it something on the cost side? What's driving the market share wins?

Well, I think it's a combination of a number of things. We've talked about this going back 10 years plus, and we obviously invested in the business to really be the most efficient, high-quality producers of seats in the world. We’re very disciplined with our approach and still are very disciplined with our approach on how we look at business by customer, by region, by component so that we get a fair return on invested capital and position our business for continued success. I think what we're seeing now is one, we have an incredible reputation built on what I just mentioned of the investments that were made a long time ago of operational excellence and the continuation of Industry 4.0 in technology within our manufacturing plants to really have a superior manufacturing plan. Additionally, I think what you've seen over the most recent three to four years is our investment in innovation and technology. We've been able to differentiate ourselves as just a pure seat manufacturer, but by bringing what we talk about value solutions for our customers. Kongsberg is a great example. We talked about intuitive seating and really we've had engineering teams working on value propositions and solutions, with innovation to change thermal comfort. Those types of technologies or innovations allow us access into early development programs. Frank Orsini is the president of the seating group. Frank and I have been in numerous meetings inside different customers' design studios talking about technology. For example, configure plus, where you have electrified power rails, which is a combination of these systems, technology, innovation, and Carl is here to help us really differentiate our capabilities. So when you have those innovations and technologies, coupled with what we believe is the most efficient manufacturing processes, and continuing to develop those technologies as we move forward, it's allowed us to grow, and it's profitable growth too. I think that's another key element. As you look at the business, we're growing in what is arguably the most profitable seat business in the world. We do not take business that doesn't generate the same margins or is accretive to what we're looking at. We've been successful and continue to invest. I think this Kongsberg acquisition is just another step in the right direction. We're continuing to put investments organically or inorganically in areas where we can drive our manufacturing processes to be more efficient and/or create very unique innovations and technologies our customers are looking for. That combination has worked and I know thinking back Jason and I've talked about this, we've watched the margin expansion. We’ve looked at the investment we made 10 plus years and you can't just turn it on and think you're going to be a world supplier of just-in-time efficient seating systems without a long history. So I'm proud of where we're at. 25% was a great number when we got to roll that out this year. You heard my comments on backlog. It is the greatest thank you from a customer given the circumstances—we are up again to arguably okay volume adjusted, we had a record backlog and that is something that I just look at and tell the team that when they award us profitable businesses—the best thank you we can get.

Got it. Thank you very much.

Yes.

And our next question comes from David Kelley from Jeffries. Please go ahead with your question.

Hey good morning, guys. Maybe a follow-up on the earlier E-systems margin discussion, Jason. The 80 basis points of premium cost that weighed on Q4, I was just hoping to get a bit more color on how you're thinking about that impact and trajectory into ‘22. And specifically in light of those semi in electronics and inflationary costs in the market, and just also was hoping to get more color on some of the reception to potential pass-through from your customers?

Yes. So starting with the cost of the premium costs we're expecting, that's what we incurred last year to continue again this year, a similar level of disruption resulting in premium freights, as Ray said, sticky labor, and other inefficiencies impacting us throughout this year. On the components side, I think it depends on the nature of the supply arrangement and the component itself. So for example, with microchips, it’s generally a three-party discussion between the customer and the supplier. The price increase has to be absorbed really at the customer level just to protect production. In the case of other directed supplier parts like terminals and connectors, again, it's more of a three-party discussion. But beyond that, we are seeing inflationary pressures on other components where we control the sourcing, and that is having a fairly meaningful impact on E-systems for the year. The commodity impact is about 107 basis points year-over-year. While the premium costs and those types of things haven't changed year-over-year, the net effect of commodities after recovery has changed. Some of that will get passed through in subsequent years. So some of this takes time, and you're trying to balance your desire to grow the business and you're implementing cost reductions that may take time to fully offset the impact. It's reasonable if you look out to next year that roughly a third of what we've incurred over the last two years in commodities should be offset and we'll continue to improve upon that, as the years go by. Ultimately, everything we're quoting today really has kind of these higher cost levels factored in, and as new programs launch, we would expect the margin profile to be in line with our typical margin spent on the underlying products going forward.

Okay, got it. That's really helpful. And maybe just a follow-up on your point at that time, I'm going to pass through—see if we take a step back at E-systems backlogs ramping nicely solid mix there. Is there anything structural that has changed in the path to the 10% margin target you've talked about for 2024 assuming, of course, we're back to some normalized level of LVP?

Yes. I think it's the combination of running at normal production rates so your capacity as a plant for certain volume, the customer has a planning volume, and then they adhere to it because they have availability of parts, that coupled with some normalization on commodities and premium costs, those are the factors that are holding us back. The things that we can control, we're doing very well with in terms of net performance in the business, the growth in connection systems, all those things are continuing to grow margins in line with what we had laid out over the last couple of years in terms of our longer-term plan to get to 10%. So nothing structurally is different than what we talked about previously.

Okay, got it. That's helpful. Thank you.

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

Okay. Thanks for taking my questions. You mentioned earlier the potential to claw back or your expectation that next year you will be able to claw back the commodity costs. I mean, are we talking about the 185 last year and the 140 expected this year or part of that? How should we think about the good news we should be thinking about as you recover them?

Yes. I'd love to be able to give you that level of granularity. We've modeled some different things, and we're working hard to pass this through as quickly as possible and offset what we can't pass through through our own investments in restructuring and other performance drivers. But as I start to think about sort of ‘23, ‘24 what we're assuming is that roughly a half, a third to a half of that impact we would see unwinding itself in ‘23. That's our target as we sit here today, but there are a lot of moving parts to account for, so it's difficult to put a pinpoint number on it.

And is that 185 or 140 we can add together or did you get some of the 185 within this year?

I would look at those together. The cumulative effect on our business is 325 million unwinding over multiple years. Part of that scatter comes through some normalization of costs. So steel, for example, after peaking at the end of September last year, it's down a third in North America. Suggestions are that it will—we will see more capacity coming online throughout this year and next year. So certainly over the next 24 months, you should see steel maybe knock it back down to 2020 levels but certainly somewhere much closer to that zip code.

Okay. And in terms of growth over market, some different numbers were discussed on the call. It's roughly about 10% growth; your assumption is 6%. The market outlook is organically about 4% over market, is that right? Then two, when I look at the slides, that volume slide is up four, so the backlog is really driving that above-market growth. I get the product mix. But why with geographies being higher in North America, Europe, those up 10%, won't that overwhelm some of the product headwinds that you're highlighting? It seems to be underperforming the volume seems surprising when North America and Europe are up 10.

Yes. So when we talk about growth in America, we do it on a sales weighted basis. So if the market we're talking about is growing faster than the 6% of the industry is growing, because as you point out, our two largest markets are growing at 12% and 13%. So the roughly call it a point of growth over market is relative to that sales weighted basis not the industry volume itself.

Okay. Got it. All right. Thanks for taking my questions.

You're welcome.

And ladies and gentlemen, our final question this morning comes from Brian Johnson from Barclays. Please go ahead with your question.

Thank you. And just a couple of questions regarding the topic of the day and inflation and margins. I was and I apologize a bit confused in the discussion earlier about your relations with the tier twos and the tier threes. It's well known that you're less vertically integrated than the other competitor. You mentioned some of those suppliers are struggling, but then how does that get reflected in the prices you paid? In particular, you talked about moving to fixed price contracts. It would seem like more indexing that's directly tied to what the OEM paid would be the solution there. So just wondering how that plays out? And how, again, kind of thinking of ‘22, ‘23 margins, where that ends up?

Yes, I think Ray's reference to fixed versus temporary. It's just a reflection of kind of the underlying inflation rates you're seeing in the U.S. It's 7%. That's because labor is the biggest input to that. Eventually, that works its way through to the prices of all products as you're seeing in the broader inflation rate. In terms of our level of vertical integration, I think our level of vertical integration, if you look beyond structures, is beyond what others have in the space. A lot of what we're seeing is on that tier three level components into our C component plants. That could be wire and hog rings; it could be yarn, that's an input in fabric, and even chemicals that are used to tap leather. So things that ordinarily don't move around much, we're starting to see price increases and where we have contracts, the suppliers are trying to break them. It's ultimately a negotiation with the supplier and then a negotiation back to back with our customers to try and pass through what we can. We've tried to put a balanced view of that into our outlook, which at the same time includes stretch on our end to perform and restructure the business to offset what we can't pass through. So it's difficult to say what the impact is going to be kind of quarter to quarter throughout the year, but we know unbalanced. It's a challenging environment that we've captured what we think is a fair view of that in the outlook. We would expect to see unwinding of that as we look out to next year and beyond.

Okay, and just a quick follow-up, if you think about the performance improvement walk—typically, that's a Lear's strong point, in fact, in the past, and now you sometimes project started low margins, and they get worked up. Is there any way to separate how much of that is the ongoing productivity and other re-engineering improvements versus the offset from inflationary wages and how that balance is working out?

Yes, I'm not going to get into that level of detail, Brian, and the components of our performance, but they are generally a combination of plant efficiencies, negotiated price downs from our suppliers through purchasing, CTO, and Vav on the commercial side that works with our engineering group and our customers to drive costs out and capture some margin benefit associated with that. Those are the primary drivers. We are seeing, to your— I think maybe the underlying point of your question, we are seeing an elevated level of labor economics in our plants, which is lessening maybe that net performance beyond what it ordinarily would be. I don't have that specific detail in front of me to break out.

Okay, and are the OEMs receptive to recovery of inflationary labor costs for the years are the sub suppliers?

Yes, we are having some good discussions with the customers. For the most part and again, I think, to Jason's point, there are a number of ways and you are right, we are very good at this, and this is something we take a lot of pride in is that we have a number of different actions. One, getting at the sticky labor; we're looking at how we can flex our different facilities. We have a very unique position; we talk about getting at our facilities in South America. We're able to combine different product offerings like wiring that really fits well with the sequencing of wiring in just in time or trim. We've done a nice job of consolidating some of our plants to flex them, as we're seeing this persist; we don't believe it's going to evaporate or go away in the near term. So we're going to take some of the actions on ourselves, and lower our costs. From a CTO cost technology optimization, we've queued up hundreds of millions of ideas. Those ideas are in front of the customer. We obviously validate them. Make sure they understand, what we're trying to do, what we're trying to achieve, and those are great commercial solutions for us to offset costs. We have incredible transparency. Our teams, both teams in purchasing and E-systems and seating are doing a remarkable job. When Jason's talking about, we're talking about more of a fixed cost going forward, as opposed to solutions that are more temporary in the price. We do have an enormous amount of transparency into the details when suppliers are bringing forward cost changes or cost price increases. That's when we get into tier twos and threes, etc. We really go through an audit on every single position from if it's directed or not directed. We have a great process in place, and I think that also helps when we are able to negotiate a settlement with our customers. Last year, I think the team did a remarkable job. I couldn't be more impressed now that was thinking that this might be temporary, and then so some of the solutions with the suppliers and our customers were under a temporary resolution or proposal or settlement. Now we're into a more longer-term solution, or what I say is fixed. Those conversations are going extremely well. Again, I think it's how you bring the information for it. I also think it’s how you're flexible and solving your own problems first; we're not going to be a victim here. We have things that we can do and we are doing those, like we announced with even our restructuring plan. We've been very successful with the plans we did in South America. We've been working on various lists for some time and that is actually working to our advantage too because customers are willing to work with us on solutions that lower costs. We got work to do like always, but we're very optimistic because we're very good at it.

Okay. Thank you, Ray.

Yes. Thanks. Okay, I think that's the last call. I just want to conclude the call and again, say thanks to all the Lear employees. It was one heck of a year last year. Everyone did a great job. I am very optimistic about the future, like I said. I think the backlog is just another indicator barometer target of what we're trying to achieve, and profitable backlog is exactly the best accomplishment and safety from our customers. Thank you to the teams on the phone, and look forward to seeing you soon.

Ladies and gentlemen, with that we will conclude today's conference call. We do thank you for attending today's presentation. You may now disconnect your lines.