lear 2006 asm

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®

July 16, 2007July 16, 2007

Annual Meeting of Stockholders

Annual Meeting of Stockholders

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Welcome and Introductions

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Agenda

Strategy Overview and 2006 Highlights

Bob Rossiter, Chairman and CEO

Product-Line Focus and Operating Priorities

Doug DelGrosso, President and COO

2006 Financial Results and 2007 Outlook

Jim Vandenberghe, Vice Chairman and CFO

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Strategy Overview and 2006 Highlights

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Since 2005, The Automotive Industry Environment Has Become Even More Challenging

Increased foreign competition and other effects of globalization

Increased energy prices and environmental concerns

Shifts in consumer purchasing patterns, particularly with respect to light trucks and SUVs in North America

Increased price of key commodities and raw materials; significant financial distress within supply base

Major restructuring initiatives, including significant capacity reductions implemented by the Big Three

Lear’s Operating And Financial Performance Since 2005 Has Been Adversely Impacted By These Industry Conditions

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2000 – 20061994 – 1999 2007 – Forward

SeatManufacturer

Evolution of Lear

Total InteriorCapability

Product-Line Focus;Collaborative Partnership With Customers

StrategicPartner

SystemsIntegratorSupplier

Strategic Acquisitions Global Restructuring

Long-Range PlanA Strategic Partner for OEMs*

Operational Excellence

Major Initiatives Over Time

* Please see slides titled “Forward Looking Statements” at the end of this presentation for further information.

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Major 2006 Accomplishments

Repositioned our product portfolio for future success

Continued major global restructuring initiative

Improved overall financial results and liquidity position

Expanded infrastructure in Asia; grew total Asian sales

Maintained strong market positions and superior quality in core products

Significantly Strengthened The CompanySignificantly Strengthened The Company’’s s Financial Flexibility And Competitive PositionFinancial Flexibility And Competitive Position

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2006 HighlightsRepositioned Product Portfolio*

Seating Seating ElectronicElectronic

and Electricaland Electrical Interior Interior

Lear’s Product Portfolio

2006 Initiatives • Maintained superior quality levels• Implemented new product-focused

organization• Increased technology focus• Further diversified sales mix• Implemented restructuring actions • Increased low-cost sourcing• Achieved cost and efficiency

improvements

• Contributed a significant portion of Lear’s operations to IAC joint ventures

• Retained minority interest

Core Products Core Products Strategic InvestmentStrategic Investment

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2006 Highlights

Asia and Asian OEM Sales***

2006 Highlights75% seating / 25% electronic and electrical53% in Asia / 44% in North America / 3% in Europe

2007 ProjectionLeading automotive supplier in China seating market:

Sales > $500 million*Supply nearly 20 OEMs on > 100 vehicle programs18 facilities with approximately 6,000 employeesOur fastest growing market

9 new facilities in India and China supporting Ford, Mazda, Chery, TATA, M&M, BMW and Hyundai

2006 Highlights75% seating / 25% electronic and electrical53% in Asia / 44% in North America / 3% in Europe

2007 ProjectionLeading automotive supplier in China seating market:

Sales > $500 million*Supply nearly 20 OEMs on > 100 vehicle programs18 facilities with approximately 6,000 employeesOur fastest growing market

9 new facilities in India and China supporting Ford, Mazda, Chery, TATA, M&M, BMW and Hyundai

* Includes consolidated and unconsolidated sales

0

1,000

2,000

3,000

2002 2003 2004 2005 2006 2007 Proj.

Consolidated Non-consolidated

$500

$950

$1,450

$1,850

≈$2,700

$2,200

Targeting Asian Growth Of 25% AnnuallyTargeting Asian Growth Of 25% Annually** Excludes Interior business

*** Please see slides titled “Forward Looking Statements” at the end of this presentation for further information.

Net Sales**(in millions)

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2006 HighlightsStrong Market Positions and Superior Quality

Strong Global Market Positions And Strong Global Market Positions And Superior Quality In Our Core BusinessesSuperior Quality In Our Core Businesses

Seating Systems#2 Position globally, in a market estimated to be about $45 to $50 billion in size:

#2 Positions in North America and Europe#3 Position in Asia, including #2 Position in China

Lear is recognized as the highest quality major seat manufacturer for the past 6 years, according to the J.D. Power Seat Survey

Electrical Distribution Systems#3 Position in North America, #4 Position in Europe and#3 Position in China

Lear is a true partner to all of the world’s major automakers, with strong market positions and superior quality in our core businesses:

Source: Lear Market Share Study / CSM Worldwide Survey Data

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Divest Interior business -- now completeFocus on strengthening core businesses -- ongoing

Leverage leadership position in Seating SystemsStrengthen capabilities in Electronics andElectrical Distribution Systems andExpand capabilities in value-added components

World-class quality and customer satisfactionGlobal restructuring and footprint actionsPriority emphasis on Asia / Asian OEM growthProduct innovation with focus on safety and technology

Product-Line Focus

Operating Priorities

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Operating PrioritiesCustomer Awards and Industry Recognition

“Supplier of the Year” for global Seating Systems

3 World Excellence Awards--"Gold Award” for Genk, Belgium seating plant"Silver Award” for St. Thomas, Ontario Canada seating plant"Recognition of Achievement” for consumer-driven Six-Sigma at St. Thomas, Ontario Canada seating plant

“Outstanding Performance – Quality and Delivery”at East London, South Africa

“Superior Supplier Diversity” and “Excellence in Quality” at Edinburgh, Indiana

“Outstanding Supplier Performance Award” at Boeblingen, Germany

“Value Analysis / Value Engineering Performance Award” and“Value Analysis Award” for most cost saving ideas generated

“Supplier Award for Successful Partnership” in Brazil

“Supplier of the Year” at Liuzhou, China

“…Most Impressive Stereo Sound in the World”(from March 2007 review of Lear’s premium sound system in the BMW M5)

Customer AwardsCustomer Awards

Industry RecognitionIndustry Recognition

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Operating PrioritiesImplementing Global Restructuring Initiative*

Initiated closure of 15+ manufacturing facilities; consolidating administrative centers, reducing census by 5-7% and increasing sourcing and engineering in low-cost countries:

Move manufacture of seat components (metals and headrests) to low-cost countries (Northern Mexico, Eastern Europe and Asia)Transfer European wire harness operations to low-cost countries (Eastern Europe, North Africa and Asia)Align production capacity to match customer actions

Restructuring Investments Estimated Annual Savings($ in millions) ($ in millions)

$104 ~$100$100

0

25

50

75

100

125

2005 2006 2007 Outlook

$

~$70

~$100

~$125

0

50

100

150

2006 2007 Outlook Ongoing Annual

$

* Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.

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China China Guangzhou

TACLE JV – Nissan SeatingNanjing

Ford / Mazda – SeatingShanghai

Cadillac – SeatingCTO CenterEngineering Center Seating Components

WuhuChery – Seating

South Africa South Africa SSeat Trim

Turkey Turkey Seat Trim

IndiaIndiaChennai

BMW/Ford – Seating Hyundai – Seating

PuneTATA – SeatingSeating Components

NashikM&M/Renault – Seating

HalolGM – Seating

Slovakia Slovakia Seating Components

Operating PrioritiesMaintaining a Competitive Global Footprint*


MexicoMexicoPiedras Negras

Seating Components (2)Monclova

Seating Components

HondurasHondurasWire HarnessesWire Harnesses

England England TACLE JV -

Nissan Seating

U.S. (Tennessee)U.S. (Tennessee)TACLE JV-

Nissan Seating

New Lear Facilities in 2006 and 2007

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Operating PrioritiesExpanding Our Presence in Asia*

China • 18 facilities (+6 new in 2007)• 2 engineering/R&D centers in Shanghai (+1 new CTO center in 2007)

• 18 program launches in 2006• 20 program launches in 2007 • 25 customers• Seats, Electrical Distribution, Electronics

Korea • 4 facilities• 1 engineering center in Seoul • Seats

Japan• 5 facilities• 1 engineering center in Atsugi (Tokyo)• 1 engineering center in Hiroshima

Philippines• 4 facilities• 1 engineering/CTO center in Cebu• Electrical Distribution, Electronics

Thailand• 3 facilities • Seats, Seat Trim

India• 7 facilities (+3 new in 2007)• 1 engineering center in Mumbai• 3 program launches in 2006• 4 program launches in 2007• 7 customers • Seats

* Includes facilities held through joint ventures.

Other facilities in AsiaOther facilities in Asia

Well positioned for growth in fast growing Asian marketsWell positioned for growth in fast growing Asian markets****

** Please see slides titled “Forward Looking Statements” at the end of this presentation for further information.

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Operating PrioritiesSeating -- Product Innovation

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Operating Priorities

Electronic and Electrical -- Product Innovation

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2006 Resultsand 2007 Outlook

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2006 ResultsIndustry Environment

Full Year Full Year2006 2006 vs. 2005

North American ProductionIndustry 15.3 mil Down 3%Big Three 10.2 mil Down 6%

European ProductionIndustry 19.2 mil Up 1%Lear's Top 5 Customers 9.7 mil Up 2%Euro $1.25 / Euro Up 1%

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2006 ResultsNet Sales

Total Lear For Core Businesses*

$14.0

$14.6

2005 2006

Excludes Interior business:- 2005 $3.1 billion- 2006 $3.2 billion

$17.1

$17.8

2005 2006

(in billions) (in billions)

* Core businesses include Seating, Electronic and Electrical.

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North America50%

Europe40%

Rest Of World 10%

2006 ResultsGeographic and Customer Mix of Sales

2006 Net Sales for Core Businesses*

Big Three 85%

All Other 15%

Worldwide Sales Mix Customer Mix in North America

* Core businesses include Seating, Electronic and Electrical.

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2006 ResultsCore Operating Earnings**

$401

$558

2005 2006

* Excludes Interior Business:- 2005 $(76) million- 2006 $(161) million

(in millions)

$325

$397

2005 2006

(in millions)

** Core operating earnings represent income before interest, other expense, income taxes, restructuring costs and other special items. Loss before income taxes was $655.5 million and $1,187.2 million for the years ended December 31, 2006 and 2005, respectively. Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information.

Total Lear For Core Businesses*

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2006 ResultsCash Flow and Liquidity*

($419)

$116

($500)

$0

$500

Free Cash Flow 2007 – 2009 Debt Maturities

$1.8

$0.2

as of 12/31/05 as of 12/31/062005 2006

(in millions) (in billions)

* Free cash flow represents net cash provided by operating activities before the net change in sold accounts receivable, less capital expenditures. Net cash provided by operating activities was $285.3 million and $560.8 million for the years ended December 31, 2006 and 2005, respectively. Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information.

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2007 OutlookFull-Year Production Assumptions*

Full-Year Change from2007 Outlook Prior Year

North American ProductionTotal Industry ≈ 15.2 mil flatBig Three ≈ 9.8 mil down 4%

European ProductionTotal Industry ≈ 19.4 mil up 1%Lear's Top 5 Customers ≈ 9.8 mil up 1%Euro $1.35 / Euro up 8%


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2007 OutlookNet Sales and Core Operating Earnings for Core Businesses***

Net Sales*

$14.0$14.6

≈$14.8

2005 2006 2007 Outlook

* Excludes Interior business:- 2005 $3.1 billion- 2006 $3.2 billion- Q1 2007 $0.6 billion

(in billions)

$401

$558

$600 - $640

2005 2006 2007 Outlook

** Excludes Interior Business:- 2005 $(76) million- 2006 $(161) million- Q1 2007 $11 million

(in millions)

Core Operating Earnings**

*** Please see slides titled “Non-GAAP Financial Information” and “Forward Looking Statements” at the end of this presentation for further information.

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Summary and Outlook*

Lear is Financially SoundSuccessfully refinanced debt maturities through 2010Operating results improving; cash flow now solidly positive

Making Progress on Strategic PrioritiesCompleted divestiture of Interior businessExpanding our presence in Asia and growing Asian sales globallyImplementing global restructuring actions

Automotive industry conditions, particularly in North America, remain challenging

Longer-term outlook for Lear continues to be positive


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Questions

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In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included throughout this presentation, the Company has provided information regarding “income before interest, other expense, income taxes, restructuring costs and other special items” (core operating earnings) and “free cash flow” (each a non-GAAP financial measure). Other expense includes, among other things, state and local non-income taxes, foreign exchange gains and losses, fees associated with the Company’s asset-backed securitization and factoring facilities, minority interests in consolidated subsidiaries, equity in net income of affiliates and gains and losses on the sale of assets. Free cash flow represents net cash provided by operating activities before the net change in sold accounts receivable, less capital expenditures. The Company believes it is appropriate to exclude the net change in sold accounts receivable in the calculation of free cash flow since the sale of receivables may be viewed as a substitute for borrowing activity.

Management believes the non-GAAP financial measures used in this presentation are useful to both management and investors in their analysis of the Company’s financial position and results of operations. In particular, management believes that core operating earnings is a useful measure in assessing the Company’s financial performance by excluding certain items (including those items that are included in other expense) that are not indicative of the Company's core operating earnings or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management also believes that this measure is useful to both management and investors in their analysis of the Company's results of operations and provides improved comparability between fiscal periods. Management believes that free cash flow is useful to both management and investors in their analysis of the Company’s ability to service and repay its debt. Further, management uses these non-GAAP financial measures for planning and forecasting in future periods.

Core operating earnings and free cash flow should not be considered in isolation or as substitutes for pretax income, net income, cash provided by (used in) operating activities or other income statement or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and therefore, does not reflect funds available for investment or other discretionary uses. Also, these non-GAAP financial measures, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies.

Set forth on the following slide are reconciliations of certain non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Given the inherent uncertainty regarding special items and the net change in sold accounts receivable in any future period, a reconciliation of forward-looking financial measures is not feasible. The magnitude of these items, however, may be significant.

Non-GAAP Financial Information

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Non-GAAP Financial Information Free Cash Flow

(in millions) Full Year Full Year

2006 2005

Net cash provided by operating activities $ 285.3 $ 560.8

Net change in sold accounts receivable 178.0 (411.1)

Net cash provided by operating activities

before net change in sold accounts receivable

(cash from operations) 463.3 149.7

Capital expenditures (347.6) (568.4)

Free cash flow $ 115.7 $ (418.7)

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Non-GAAP Financial InformationCore Operating Earnings

(in millions) 2006 2005

Pretax loss * $ (655.5) $ (1,187.2)Interest expense 209.8 183.2 Other expense, net ** 87.8 96.6 Loss on divestiture of Interior business 636.0 - Goodwill impairment charges 2.9 1,012.8 Costs related to restructuring actions 105.6 106.3 Fixed asset impairment charges 10.0 82.3 Litigation charges - 30.5

Income before interest, other expense, incometaxes, restructuring costs and other specialitems (core operating earnings) $ 396.6 $ 324.5

* Before cumulative effect of a change in accounting principle** Includes minority interests in consolidated subsidiaries and equity in net (income) loss of affiliates

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Forward-Looking StatementsThis presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties, including but not limited to, general economic conditions in the markets in which the Company operates, including changes in interest rates or currency exchange rates, the financial condition of the Company’s customers or suppliers, fluctuations in the production of vehicles for which the Company is a supplier, disruptions in the relationships with the Company’s suppliers, labor disputes involving the Company or its significant customers or suppliers or that otherwise affect the Company, the Company's ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions, the outcome of customer productivity negotiations, the impact and timing of program launch costs, the costs and timing of facility closures, business realignment or similar actions, increases in the Company's warranty or product liability costs, risks associated with conducting business in foreign countries, competitive conditions impacting the Company's key customers and suppliers, raw material costs and availability, the Company's ability to mitigate the significant impact of increases in raw material, energy and commodity costs, the outcome of legal or regulatory proceedings to which the Company is or may become a party, unanticipated changes in cash flow, including the Company’s ability to align its vendor payment terms with those of its customers, the finalization of the Company's restructuring strategy and other risks described from time to time in the Company's Securities and Exchange Commission filings. In particular, the Company’s financial outlook is based on several factors, including the Company’s current vehicle production and raw material pricing assumptions. The Company’s actual financial results could differ materially as a result of significant changes in these factors. The Company's proposed merger with AREP Car Acquisition Corp. is subject to various conditions including the receipt of the requisite stockholder approval from the Company's stockholders and other conditions to closing customary for transactions of this type. No assurances can be given that the proposed transaction will be consummated or, if not consummated, that the Company will enter into a comparable or superior transaction with another party.

The forward-looking statements in this presentation are made as of the date hereof, and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

Important Additional Information has been and will be filed with the SEC

In connection with the proposed Merger, Lear filed a definitive proxy statement, and supplements thereto, with the Securities and Exchange Commission (“SEC”) on May 23, 2007, June 18, 2007, and July 9, 2007, respectively, for its shareholders' meeting Lear has also filed with the SEC additional materials regarding the meeting. Before making any voting decision, Lear’s shareholders are urged to read the proxy statement, as supplemented, regarding the Merger carefully in its entirety because it contains important information about the proposed transaction. Lear’s shareholders and other interested parties may also obtain, without charge, a copy of the proxy statement and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. Lear’s shareholders and other interested parties may also obtain, without charge, a copy of the proxy statement and other relevant documents by directing such request to Lear Corporation, 21557 Telegraph Road, P.O. Box 5008, Southfield, Michigan 48086-5008, Attention: Investor Relations, or through Lear’s website at www.lear.com.

Lear and its directors and officers may be deemed to be participants in the solicitation of proxies from Lear’s shareholders with respect to the Merger. Information about Lear’s directors and executive officers and their ownership of Lear’s Common Stock is set forth in the proxy statement. Shareholders and investors may obtain additional information regarding the interests of Lear and its directors and executive officers in the Merger, which may be different than those of Lear’s shareholders generally, by reading the proxy statement and other relevant documents regarding the Merger, which have been, and which may in the future be, filed with the SEC.

lear 2006 asm

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