I would like to welcome everyone to Lear Corporation’s fourth quarter and full year 2008 earnings conference call. (Operator instructions) I would now like to turn the call over to Mel Stephens, Vice President of Investor Relations.

Good morning everyone and thank you for joining our earnings call. By now you should have received our press release and our financial review slide package. These materials have also been filed with the Securities and Exchange Commission and they are also posted on our website lear.com under the Investor Relations link. Today our presenters are Bob Rossiter, Chairman, CEO and President and Matt Simoncini, our Chief Financial Officer. Also with me here in Southfield this morning are Daniel Ninivaggi, Executive Vice President; Ray Scott, president of our Electrical Electronics Group; Terry Larkin, General Counsel; Shari Burgess, our Treasurer and other Lear financial executives. Before we begin, I would like to remind you all that during the call we will be making forward-looking statements that are subject to risks and uncertainties. Some of the factors that could impact our future results are described in the last slide of the slide deck and also included in our SEC filings. In addition, we will be referring to certain non-GAAP financial measures. Additional information regarding these measures can be found in the slides labeled non-GAAP financial information, also at the end of our slide presentation. Turning now to slide two here is the agenda for today’s review. Mr. Rossiter will open with some comments on the business environment. Next, Matt Simoncini will cover our fourth quarter and full year 2008 financial results and then provide an update on our sales backlog. Finally, Bob Rossiter will have some wrap up comments. Following the formal presentation we will be happy to take any of your questions. So now, if you’ll please turn to slide number four, I’ll hand it over to Bob.

I’d like to begin by putting our business and our financial results in perspective. In 2007 we achieved improved financial results in our core business for the second consecutive year following the divestiture of our interiors business, successful global restructuring efforts and ongoing cost improvements. This allowed us to enter last year with tremendous momentum. Unfortunately in 2008 the U.S. economy entered a recession and economic activity turned down globally. As a result U.S. sales and production levels fell sharply and other major markets around the world also declined. In response, we have been very proactive in restructuring our operations and reducing our costs. In the fourth quarter we accelerated our restructuring and cost reduction efforts. However, we are also mindful that the present pace of sales is not where the longer term run rate will be. In this regard we are continuing to make progress on our operating priorities to position the company for success when economic conditions improve and industry sales and production levels recover. Let’s move to slide five. Our immediate attention is on managing our way through the downturn. We are focused on a lean operating structure to minimize our cash burn. This means investing our capital in the most efficient manner possible, prioritizing all of our spending on those projects with the best returns, minimizing inventories and continuing to manage the business as efficiently as possible. We are also in the process of negotiating an amendment to our current credit facility to maintain our financial flexibility during the downturn. As I mentioned earlier we have made substantial progress on the restructuring of our business so we can operate more effectively and efficiently at lower volumes. These efforts are continuing and accelerating. We also are paying close attention to the fundamentals of our business; quality, cost,…

Thanks Bob. I’d like to begin the review of our 2008 financials with a look at the global production environment for the fourth quarter and full year. In the fourth quarter industry production was down sharply in all of our major markets. Global industry production was down 21% from a year ago. In North America industry production was down 26% and the domestic three were down 30%. In Europe industry production was down 29% from the fourth quarter of 2007. In South America industry production was down 27% and India and China were down 11% and 13% respectively. For the full year global industry production was down 4% led by a 16% decline in North America and a 6% decline in Europe with industry sales and production levels down sharply in the second half of the year. Let’s turn to slide 11. With the sharply lower industry production our financial results have been adversely impacted despite our aggressive restructuring and cost reduction efforts. In the fourth quarter our net sales were $2.6 billion and our core operating earnings were a positive $22 million. We continue to achieve increased benefits from our restructuring initiatives as well other ongoing cost reductions. However, these favorable factors were not enough to offset the steep declines we experienced in the industry production. Free cash flow in the quarter was a negative $38 million. For the full year we reported net sales of $13.6 billion. Our core operating earnings were $418 million. Free cash flow was negative $71 million. Our three-year sales backlog covering the 2009-2011 period now stands at $1.1 billion. In the next few slides I will cover our fourth quarter and full year 2008 results as well as our sales backlog in more detail. Slide 12 provides our financial scorecard for the fourth…

If you will turn now to slide 23, in summary and before we take questions I would like to sincerely thank the Lear team for their dedication, hard work and perseverance in the face of unprecedented challenges. Business conditions are very tough but I am very confident in our ability to manage our way through this downturn. We have faced many challenges in the past and we have always met them head on and emerged an even stronger company. I am confident that we will prevail once again. We have great relationships with our customers, strong global capabilities, the hardest working team, we have made exceptional progress in reducing our costs and [inaudible] our company for long-term success. We also have been having very good discussions with our customers regarding the state of the industry, productivity, pricing and all the tough issues that we face. These discussions have been constructive and our employees continue to be fully supportive of doing whatever it takes. We have endured many sacrifices in meeting the difficult business conditions before us. I truly appreciate the extraordinary effort being put forth. We are well positioned to withstand the downturn and emerge ready to take full advantage of the recovery in the industry both in sales and production. Now I’d be happy to take your questions.

(Operator Instructions) The first question comes from the line of Chris Ceraso - Credit Suisse.

Most of the other expense you talked about has to do with IAC. I was surprised at the drop in SG&A. On a percent of sales it makes sense but I wouldn’t have thought that on a dollar basis you could change it that quickly. Can you talk about some of the expense buckets in there and how that came down so fast with sales?

If you go back to the third quarter call we talked about our $150 million improvement plan. Included in there, even split 1/3, 1/3, 1/3 was near-term actions which were about $50 million we thought over 12 months. It included things like eliminating non-essential spending, suspending certain compensation programs such as the 401K match, some of the things you would expect. We talked about and Bob spoke about the holiday break and vacations and a lot of things you are hearing a lot of other people do. So there is a portion of that which is not sustainable. We do believe on a go-forward basis or a year-over-year basis we can continue to bring that number down. The number you see in the fourth quarter is not the run rate but we would see going into next year a spending level that is a fair bit lower than what we saw for the full year of 2008. Obviously when the sales come back on an absolute dollar basis the amount may be down but the percentage will probably creep up.

To summarize that, what is kind of a normal percent of sales?

We spoke about in the past about 4% but that was based on a revenue number that was probably in the $14 billion range. If you extend that out you would get a number that would be higher than what we are expecting for next year but we really try to stay away from providing guidance. It is going to depend a lot on what the customers do and how they manage their programs and what they do as far as the backlog and the timing of the backlog.

This may be up for discussion with the banks right now but as you calculate your leverage ratio do you include that other expense line so if we anticipate losses at IAC to continue is that going to impair your EBITDA from a covenant standpoint?

No it is excluded.

The segment margins, if we have done the math right it looks like seating was actually better from Q3 to Q4 and electronics was a pretty meaningful loss. First, is that right? Can you just give us some color as to how that happened in both of those segments?

Seating was better from the third to fourth quarter and it really is because of the mix of business that they have in the fourth quarter North America to Europe. Electrical business is a little disproportionately Europe and Europe took a significant production reduction in the fourth quarter. It really came in the last 8 weeks of the quarter and so we were caught with the inability to adjust our cost structure when the production came out that quickly. So yes, leads did take a haircut and seating did step up.

The next question comes from Brian Johnson - Barclay's Capital.

On that $75 million we had thought that with equity method accounting we wouldn’t see any bad news or negative impact from IAC flowing up. We thought you had already had that down to zero. Could you maybe flesh that out a bit?

We actually do have an amount, we still have investment, balances in both IAC North America and IAC Europe so on the equity method we would still take a portion of their losses. What happened in the quarter on that line item was a couple of things; one, we did actually write down the equity investment in IAC North America based on their projections and lower volumes that we are seeing in North America. They also, the IAC joint ventures, incurred a level of restructuring cost and we took our 20% share of that in North America and 33% share of whatever they did in Europe and the ventures themselves lost money in the quarter. That was probably singly the biggest driver of the increase.

What is the remaining book value in IAC in the various geographies left for us to worry about losses?

It is about 130 in total and roughly 17-20 North America and the rest of it is in Europe.

What is your thinking on if you can’t get the covenant done to your satisfaction? What are you looking for and what is the thinking visa vie a strategic filing make sense given the potential unavailability of financing?

First, we think it is in the bank’s best interest to work with us and we have had a constructive dialogue to date that obviously what we are looking for is financial flexibility to be able to get through what is going to be a very difficult next 18 months by any stretch of the imagination. So both from a covenant standpoint and a liquidity standpoint. We have been working with them and we have been in dialogue with them and that has been our singular focus. I will turn it over to Dan if he wants to add any comments to that.

We are reaching out to the broader bank group. We have exchanged proposals with our lead banks. As Matt said it has been very constructive. We will get a sense of the broader bank group over the next couple of weeks and then we intend to launch at that point.

The next question comes from Richard Kwas – Wachovia.

On the restructuring, with European volumes coming down so much and the outlook for the next year and maybe couple of years being meaningfully lower than where we were just two or three quarters ago, how do you feel about your cost structure in Europe right now and how much of a lag do you expect for the foreseeable future?

First and foremost I don’t think we could ever really size the business nor would we want to size the business to the production levels that we are seeing in North America. As far as Europe you are right the volumes have come down and the projections are that they recover gradually. We need to continue to reduce our costs in Europe and we started doing that well before we saw the production pull back. We have talked in the past about the low cost initiative that we have had in our component facilities, metals, trims and electrical distribution. We are continuing that. We have stepped up our efforts on our infrastructure. We need to do more in the near-term to get there. When we talk about restructuring on a go-forward basis, the last time we gave an update, we talked about 2009 in the $100 million range. In light of the production pull back that number needs to increase. We would see restructuring overall for the Lear Corporation some place between that $100 million and the $190 million we reported this year.

For North America how are you thinking about sizing the business if you are not going to bring it down to these levels and I completely understand that given we are at such low levels? How are you thinking about sizing the business out the next three years or so for North America?

A couple of things. One, a good portion of our business is just-in-time manufacturing and it really is dependent upon what the customer does with their assembly facilities. If they continue to run their assembly facilities then it is hard for us to take manufacturing capacity out of the [jig] assembly. From a component standpoint, we would have to reduce our capacity and consolidate our manufacturing. If you look at it from a broader sense, replacement values and scrap values by any stretch of the imagination are at least 10 million units if not higher, as high as 12 million units. So we continue to look for opportunities to reduce capacity and to consolidate manufacturing where it makes sense. We have been very aggressive with our administrative centers, infrastructure, salary, staff compensation programs, but there comes a point where you can’t size to 9-10 million units because quite frankly we don’t think that is sustainable.

So it sounds like the implication is you are sizing for something north of 12 million?

It is hard to really get capacity utilization. I would be a little bit hesitant to give you an exact number because quite frankly that is not how we run. That is not how the business really runs but we are looking for opportunities to bring it down but we don’t think that the 10 million unit level is sustainable.

When you look at the Chrysler announcement yesterday in terms of supplier price reductions how much of that have you factored into your cost savings aside from the restructuring and how much have you contemplated overall for that type of stuff occurring?

Actually Chrysler talked about it at the last meetings what their targets were in terms of supplier and dealer price reductions and consolidations. We continue to work with them. We always work with our customers when they have pricing requests. I feel comfortable with where we are at and I don’t think it is going to be any significant down in pricing from what we have already projected.

The next question comes from Himanshu Patel - JP Morgan.

There was a lot of talk at the Detroit Auto Show about distress in the tier-2 supply base. Did you incur a lot of those costs in the fourth quarter and could you give us an outlook for what you expect on that front in the first half?

We did see a little bit of a pick up in activity in the fourth quarter. It wasn’t meaningful. It was higher from a run rate standpoint than what we saw. I think for the full year we saw a number between OI and some cash costs it approached $10 million and it was probably back end loaded. For 2009 we think the amount is going to increase. We factor a level of that into our thinking. We have it in pretty much pro rata over the year. To put a frame of reference on it, going back to the 2005 time frame when we had the interiors business we talked about a number of about $50 million, cut in half in 2006 and basically nil in 2007. We see the numbers starting to get back to the 2006/2005 amounts.

Back to the sort of $25-50 million range?

Something in that range, correct.

I know you don’t want to give earnings guidance but could you help us a little bit with 2009 CapEx and working capital thoughts?

I think what Bob talked about we need to have a cash focus, capital spending, running lean from a cash perspective. In the past we talked about a capital number that would be about 1.7% of sales. I think that metric needs to go out the window a little bit. CapEx is going to be driven by our focus on reducing costs, but also on our backlog and you can see in 2009 right now we have basically a nil backlog. We believe the amount for CapEx going into next year will be lower than what we have reported this year at 167. From a working capital standpoint, Ray Scott, our President of Electrical Electronics, Lou Salvatore, the head of our seating operations globally, have aggressively attacked the inventory chain all the way through from supplier on up and are looking at ways to reduce. We believe we can continue to take inventory levels down.

The backlog number, I forgot what it was. I think $700 million for 2010. What is your industry production assumptions under that?

When we do our backlog we pretty much tie it in to what CSM is seeing for that year. If you use CSM you won’t be far off.

The next question comes from Brett Hoselton – Key Banc. Brett Hoselton – Key Banc: As far as your negotiations with the bank group, do you have a sense as to the possible timing for resolution? Is this a couple of weeks or a couple of months? How long do you think this might take?

As I mentioned we have exchanged proposals with lead banks and now we are reaching out to the broader bank group. I would say over the next couple of weeks and then we will make a decision to launch at that point. Brett Hoselton – Key Banc: From a restructuring standpoint obviously you are somewhat cash constrained at this point in time. If you were to get an agreement with the bank do you think you might get more aggressive in terms of your cash restructuring?

One, I like to push back a little bit on the cash constraint. Obviously we have a checkbook that we like to maintain and keep an eye on but we exited the year with a pretty healthy liquidity position. The cash restructuring comes down to a couple of things. One is the ability to action it, to actually move the product or do the types of things we need to do from an employment level and manufacturing standpoint. Two, we are probably shortening up the investment horizon meaning we would like to see quicker and faster pay back and we are putting our focus into that. From a bank standpoint we would anticipate that as part of the discussions we are having with them is the need to be able to continue to be able to restructure our business in light of industry production assumptions globally are going to be significantly lower in the near-term than what we were sized for initially. We had a basket in the original bank facility of about 285 and we filled that basket up. We’d like to see something back into the bank agreement about that size to give us relief.

That pretty well wraps it up. I want to thank everybody for participating in the call and I thank you Matt for an outstanding job and the team that supports him. Thank you all very much and we thank the great team Lear that continues to work hard and stay dedicated to what our goals are. We will get through this.

That does conclude today’s conference. You may now disconnect.