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Morgan Stanley Conference

April 7, 2004

Morgan Stanley Conference

April 7, 2004

fast forward

advance relentlesslyworld’s leading automotive interior supplier

2

Traits of a Model SupplierAgenda

I. Superior CultureBob Rossiter, Chairman & CEO

II. Superior Organizational CapabilityJim Vandenberghe, Vice Chairman

III. Superior Competitive AdvantageDave Wajsgras, SVP & CFO

IV. Q&A

I. Superior CultureBob Rossiter, Chairman & CEO

II. Superior Organizational CapabilityJim Vandenberghe, Vice Chairman

III. Superior Competitive AdvantageDave Wajsgras, SVP & CFO

IV. Q&A

3

Traits of a Model Supplier

Superior Organizational

Capability

Superior Competitive Advantage

Superior Culture

Product Focus

Quality Performance

Flawless Launches and Program Execution

Sustainable Cost Advantage

Best-in-Class Value

Bring Best-in-Class Designs

Breakthrough Technology

Speed - Go Fast

Global Presence

“Can Do” Attitude

Obsessed with Continuous Improvement

Saying “No” the Right Way

Strive for Stretch Targets

Sustainable Contribution and Value

4

Superior Culture

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Superior CulturePutting Our Customers First in Everything We Do

Stay focused on what we can control – quality, customer service, cost and delivery

Operate leanly with an LBO mentality

Work together as a cohesive team

Continuously improve the fundamentals of our business

Conduct our business with integrity and humility

Never quit until the customer is completely satisfied

Stay focused on what we can control – quality, customer service, cost and delivery

Operate leanly with an LBO mentality

Work together as a cohesive team

Continuously improve the fundamentals of our business

Conduct our business with integrity and humility

Never quit until the customer is completely satisfied

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Superior CultureStrategic Focus

2003 Results2003 Results

Metrics – 22% improvement in parts per million quality survey

J.D. Power – Highest quality seat supplier to multiple automakers Fortune – Highest reputation among automotive suppliers

Recognition – Awards for quality and service from all major customers

Metrics – 22% improvement in parts per million quality survey

J.D. Power – Highest quality seat supplier to multiple automakers Fortune – Highest reputation among automotive suppliers

Recognition – Awards for quality and service from all major customers

Highest Rated Tier I Supplier in Quality And Customer Satisfaction

World’s leader in seat systems and total interiors

Presently #1, #2, or #3 in all interior products except instrument panels

World’s leader in seat systems and total interiors

Presently #1, #2, or #3 in all interior products except instrument panels

#1, #2 or #3 Market Share inCore Products / Markets

Highest total shareholder return of any automotive company in 2003

Declared first-ever dividend

Highest total shareholder return of any automotive company in 2003

Declared first-ever dividendBest Equity Value in the Industry

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Superior Culture Our Customers Recognize the Value Added by Lear

“Supplier of the Year”

Three World Excellence Awards

Interior Excellence Award

“Supplier of the Year”

2003 Presidents Award

Green Partner Award

Quality, Cost, Value Awards

Quality Master Awards

News Articles:

Newsweek Named Lear as a “Company of the Future”

Fortune Ranked Lear as America’s Most Admired Automotive Supplier

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Superior Culture Most Admired Automotive Supplier Second Year in a Row

1 1 Lear Corporation 7.682 2 Johnson Controls 7.033 3 Delphi Corporation 5.864 N/A Autoliv 5.085 5 Dana 4.906 4 Goodyear Tire 4.897 9 Bridgestone/Firestone 4.468 7 ArvinMeritor 4.229 8 Visteon 3.77

10 10 Federal-Mogul 3.08

11 11 Lear CorporationLear Corporation 7.687.682 2 Johnson Controls 7.033 3 Delphi Corporation 5.864 N/A Autoliv 5.085 5 Dana 4.906 4 Goodyear Tire 4.897 9 Bridgestone/Firestone 4.468 7 ArvinMeritor 4.229 8 Visteon 3.77

10 10 Federal-Mogul 3.08

RankPrevious

Rank CompanyOverallScore

Source: Fortune ® March 8, 2004 Issue

Quality of Products/Services #1

Long-Term Investment #1

Quality of Management #1

Use of Corporate Assets #1

Financial Soundness #1

Innovation #1

Employee Talent #1

Social Responsibility #1

Quality of Products/Services #1

Long-Term Investment #1

Quality of Management #1

Use of Corporate Assets #1

Financial Soundness #1

Innovation #1

Employee Talent #1

Social Responsibility #1

Attributes of Reputation *

* Motor Vehicle Parts Industry Rank

Lear Was Ranked #1 for Each Attribute of Lear Was Ranked #1 for Each Attribute of Reputation in the 2004 Fortune SurveyReputation in the 2004 Fortune Survey

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Superior Organizational Capability

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Superior Organizational CapabilityLear’s Profitable Growth Strategy

Lear is Well Positioned in the Fastest Growing Lear is Well Positioned in the Fastest Growing Segment in the Automotive IndustrySegment in the Automotive Industry

Interiors are the fastest growing automotive segment

Intense focus on improving interiors by all major automakers

Interiors are the fastest growing automotive segment

Intense focus on improving interiors by all major automakers

Industry FocusIndustry Focus

Lear’s sales backlog* supports ≈ 5% annual growth

Industry’s first Total Interior Integrator program

New product innovation (e.g., IntelliTireTM)

New process initiatives (e.g., Lear Project Management Program)

Growth potential with Asian OEMs, electronics, and IPs/cockpits

Lear’s sales backlog* supports ≈ 5% annual growth

Industry’s first Total Interior Integrator program

New product innovation (e.g., IntelliTireTM)

New process initiatives (e.g., Lear Project Management Program)

Growth potential with Asian OEMs, electronics, and IPs/cockpits

Lear OpportunityLear Opportunity

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

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Superior Organization CapabilityRecord Sales Backlog*

$750

$1,250

$1,000$900

$500

2004 2005 2006 2007 2008

Cumulative

$750 $2,000 $4,400$3,900$3,000

(millions)

New cockpit and interior programs

Growth in seating systems with Korean automakers

Electrical distribution and electronics systems, including TPMS

Added content on replacement programs

New cockpit and interior programs

Growth in seating systems with Korean automakers

Electrical distribution and electronics systems, including TPMS

Added content on replacement programs

Major New BusinessMajor New Business

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

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Superior Organizational CapabilityIndustry’s First Total Interior Integrator Program

2006 Buick LeSabre / Cadillac DeVille$825 million in annual salesLear to provide total interior, including electrical distribution system

Systems Systems Integrator

Total InteriorTotal InteriorIntegrator (TI)Integrator Integrator (TI)

A single supplier responsible for the design, engineering, sourcA single supplier responsible for the design, engineering, sourcing, ing, integration, manufacturing, subintegration, manufacturing, sub--assembly and sequencing of the total assembly and sequencing of the total vehicle interior (excluding certain directed items such as HVAC,vehicle interior (excluding certain directed items such as HVAC, safety safety

and restraints, etc.)and restraints, etc.)

Design OEM Lead Supplier Lead Engineering Shared Supplier Lead Sourcing OEM Directed Supplier Lead Manufacturing Supplier Supplier

Sub-Assembly Supplier Supplier

Sequencing Supplier Supplier

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Superior Organizational CapabilityNew Product Initiatives

IntelliTireIntelliTireTM

ClearViewClearViewTMTMMediaConsoleMediaConsoleTMTM

TM OccuSense ROccuSense

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Superior Organizational Capability New Process Initiatives

Spray Polyurethane

2-Shot Molding

Lear Flexible Seat Architecture

Lean Principles and

Lear Product Management Process

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Superior Organizational CapabilityGlobal Presence

Venezuela

Germany

Brazil

UK

South Africa

India

UnitedStates

Mexico

Argentina

FranceSpain

Italy

Hungary

Singapore

Thailand

China

Turkey

Morocco

Czech Republic

Russia

Portugal

Belgium

Netherlands

Slovakia

Romania

Japan

Philippines

South Korea

Honduras

Tunisia

Sweden Poland AustriaCanada

111,000 Employees / 289 Facilities Worldwide 111,000 Employees / 289 Facilities Worldwide Operations in 34 CountriesOperations in 34 Countries

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Superior Organizational CapabilityLear China Overview

Eleven Joint Ventures

4,000 employees

Shenyang- CBA-BMWNanjing

- Fiat

Shanghai (3)- SGM, SVW

Nanchang- Isuzu, Suzuki, Ford

Chongqing- ChangAn, Suzuki- Ford

Wuhan (2)- Citroen- Renault/Nissan

Shiyan / Xiangfan- Nissan

Products- Seats - Door Panels - Wiring - Carpet/Acoustics

Customers- Jiangling (Ford) - ChangAn (Ford)- SAIC (GM) - FAW (VW)- Nanjing - Iveco (Fiat) - DFM (Nissan, PSA)- China Brilliance (BMW) - Others

Key Strategic Points- Follow customers’ footprint- Potential manufacturing for export- Leverage partners’ resources for technology

• Lower technology risk- Controlled growth and investment

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Superior Organizational CapabilityLear Korea Overview

Kyungju(HQ / plant)- Hyundai

Chunan- Ssangyong

Seoul- Lear Korea HQ

Two plants

300 employees

Products- Seats (95%) - Other (5%)

Customers- Hyundai - Kia- Ssangyong

Key Strategic Points- Resulted in N.A. Hyundai business

• Seats in Alabama• Wiring through JV

- Expanding JVs with Hyundai suppliers

- Stay within core products- Controlled growth and investment

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Superior Competitive Advantage

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Superior Competitive Advantage Overall Environment

Challenging Automotive Industry DynamicsOvercapacity

Fierce CompetitionMassive Pension & Healthcare Liabilities at Big 3

Challenging Automotive Industry DynamicsOvercapacity

Fierce CompetitionMassive Pension & Healthcare Liabilities at Big 3

Combined With Uncertain Demand Outlook Has Resulted In:Incentives at Record Levels

Major New Product Development Efforts

Combined With Uncertain Demand Outlook Has Resulted In:Incentives at Record Levels

Major New Product Development Efforts

To Remain CompetitiveAutomakers Aggressively Striving To Improve

Quality, Cost and Delivery

To Remain CompetitiveAutomakers Aggressively Striving To Improve

Quality, Cost and Delivery

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Superior Competitive AdvantageDeliver High Value-Added

Strategic acquisitions

Flexible cost structure

Low-cost manufacturing capabilities

Aggressive VA / VE initiatives

LBO mentality to drive strong balance sheet

Ongoing quality and cost efficiencies

Strategic acquisitions

Flexible cost structure

Low-cost manufacturing capabilities

Aggressive VA / VE initiatives

LBO mentality to drive strong balance sheet

Ongoing quality and cost efficiencies

Lear Works in Partnership with Customers to Lear Works in Partnership with Customers to Eliminate Waste and Add ValueEliminate Waste and Add Value

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Superior Competitive Advantage New Acquisition – Electrical Distribution Systems

Grote & Hartmann GmbH & Co. Grote & Hartmann GmbH & Co.

Total transaction value: $220 million

Headquarters: Wuppertal, Germany; 1,900 employees

Products: Terminals and connectors, junction boxes, machinery to produce wire harnesses

~$275 million in revenue, with about 75% in Europe

Customers: VW, BMW, Ford, Opel, DCX, Renault, MAN, and PSA group

Manufacturing locations in Germany, Czech Republic, Mexico, France, South Africa

Acquisition Consistent with our Electronics Strategy; Acquisition Consistent with our Electronics Strategy; Expected to be Accretive in 2005Expected to be Accretive in 2005

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Superior Competitive AdvantageFlexible Cost Structure

80%

15%

5%

RepresentativeCore Operating

Margin *

Variable

Fixed

Lear Advantage

High variable cost structure

Highest-ever sales backlog

Local labor agreements

Relatively low capital intensive business

Legacy costs / pension liabilities not significant

Lear Advantage Lear Advantage

High variable cost structure

Highest-ever sales backlog

Local labor agreements

Relatively low capital intensive business

Legacy costs / pension liabilities not significant

Materials as a % of Sales: 65%

* Core operating margin represents income before interest, other expense and income taxes divided by net sales. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation.

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Superior Competitive AdvantageLow-Cost Manufacturing Capabilities

# of FacilitiesMexico

- Maquila CurrentJuarez & Chihuahua 16

- Maquila FutureJuarez, Chihuahuaand Veracruz 16

- Mexico Interior 8

Honduras

- Maquila Current 3

- Maquila Future 5

AmericasAmericas# of Facilities

Eastern Europe - Poland 4 - Hungary 4 - Czech Republic 2 - Turkey 2 - Romania 1 - Slovakia 1

Africa - Tunisia & Morocco 2 - South Africa 6

Philippines 4

Rest of WorldRest of World

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Superior Competitive Advantage Global Total Value Management (TVM) Centers

5 5 -- Dearborn, MIDearborn, MI1 1 -- Southfield, MISouthfield, MI

Sao Paulo, BrazilSao Paulo, Brazil

Barcelona, SpainBarcelona, Spain

Frankfurt, GermanyFrankfurt, Germany

Customer Feedback Customer Feedback –– Lear is the #1 Performing Cost Lear is the #1 Performing Cost Reduction Supplier by 6 Global OEMsReduction Supplier by 6 Global OEMs

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Superior Competitive AdvantageLBO Mentality Drives Strong Balance Sheet

$3.4

$3.0

$2.7

$2.3

$1.946%

70%

65%63%

58%

$1.5

$2.0

$2.5

$3.0

$3.5

$4.0

1999* 2000 2001** 2002** 2003

(in billions)

Net

Deb

t

Net DebtNet Debt******/Capital/Capital

Free Cash FlowFree Cash Flow****** $179M$179M $410M$410M $318M$318M $395M$395M $509M$509M

* UTA acquisition 5/99** Includes ABS utilization of $261 million in 2001 and $189 million in 2002 (implemented in 2001).*** Free cash flow represents net cash provided by operating activities before the net change in sold accounts receivable, less

capital expenditures. Net debt represents total debt plus utilization of our ABS facility, less cash and cash equivalents. Net debt to capital is defined as net debt divided by net debt plus stockholders’ equity. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.

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Superior Competitive AdvantageResults, Results, Results

Today, we are the world’s largest and most admired automotive interior supplier

Operating fundamentals strongest ever

Record sales and steadily improving financials

Strong cash flow, reduced leverage and Investment Grade status from S&P and Fitch

Record backlog supports continued sales diversification and growth

Today, we are the world’s largest and most admired automotive interior supplier

Operating fundamentals strongest ever

Record sales and steadily improving financials

Strong cash flow, reduced leverage and Investment Grade status from S&P and Fitch

Record backlog supports continued sales diversification and growth

Focused Strategy Has Allowed Lear to Meet Aggressive Customer Focused Strategy Has Allowed Lear to Meet Aggressive Customer Requirements and Deliver Improving Financial ResultsRequirements and Deliver Improving Financial Results

ADVANCE RELENTLESSLY™

www.lear.com

R

LEA

NYSEListed

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Use of Non-GAAP Financial Information

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 certain non-GAAP financial measures. These measures include “core operating margin,” “free cash flow” and “net debt.” Core operating margin represents income before interest, other expense and income taxes divided by net sales. 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 appropriately as a substitute for borrowing activity. Net debt represents total debt plus utilization of the Company’s ABS facility, less cash and cash equivalents.

Management believes that 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 margin is a useful measure in assessing the Company’s financial performance by excluding certain items that are not indicative of the Company’s continuing operating activities or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management believes that free cash flow is useful in analyzing the Company’s ability to service and repay its debt. Management believes that net debt provides useful information regarding the Company’s financial condition. Further, management uses these non-GAAP measures for planning and forecasting in future periods.

Neither core operating margin, free cash flow nor net debt should be considered in isolation or as substitutes for net income, net cash provided by operating activities, total debt or other balance sheet, income statement or cash flow statement data prepared in accordance with GAAP or as measures of profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and thus, 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 slides are reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

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Use of Non-GAAP Financial InformationFree Cash Flow

(in millions)Free Cash Flow

Net cash provided by operating activities $ 586.3 $ 545.1 $ 829.8 $ 753.1 $ 560.3

Net change in sold accounts receivable 298.1 122.2 ( 245.0 ) ( 21.2 ) 10.4Net cash provided by operating activities

before net change in sold accounts receivable 884.4 667.3 584.8 731.9 570.7Capital expenditures ( 375.6 ) ( 272.6 ) ( 267.0 ) ( 322.3 ) (391.4 )Free cash flow $ 508.8 $ 394.7 $ 317.8 $ 409.6 $ 179.3

2003 2002 2001 2000 1999December 31,

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Use of Non-GAAP Financial InformationNet Debt

(in millions)Net debtShort-term borrowings $ 17.1 $ 37.3 $ 63.2 $ 72.4 $ 103.6Current portion of long-term debt 4.0 3.9 129.5 155.6 63.6Long-term debt 2,057.2 2,132.8 2,293.9 2,852.1 3,324.8Total debt 2,078.3 2,174.0 2,486.6 3,080.1 3,492.0Cash and cash equivalents ( 169.3 ) ( 91.7 ) ( 87.6 ) ( 98.8 ) (106.9 )Asset backed securitization - 189.0 260.7 - -Net debt $ 1,909.0 $ 2,271.3 $ 2,659.7 $ 2,981.3 $ 3,385.1

2003 2002 2001 2000 1999December 31,

Note: net debt to capital is defined as net debt divided by net debt plus stockholders’ equity.

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Forward-Looking Statements

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results. 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 and fuel prices, fluctuations in the production of vehicles for which the Company is a supplier, labor disputes involving the Company or its significant customers or that otherwise affect the Company, the Company’s ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions, the impact and timing of program launch costs, costs associated with facility closures or similar actions, increases in warranty costs, risks associated with conducting business in foreign countries, fluctuations in foreign exchange rates, adverse changes in economic conditions or political instability in the jurisdictions in which the Company operates, competitive conditions impacting the Company’s key customers, raw material cost and availability, the outcome of legal proceedings, unanticipated changes in free cash flow and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. These forward-looking statements are made as of the date hereof, and the Company does not assume any obligation to update them.

This presentation also contains information on the Company’s sales backlog. The Company’s incremental sales backlog reflects: (i) formally awarded new programs; (ii) targeted programs for which the Company believes there is a substantial likelihood of award; (iii) phased-out and cancelled programs; (iv) estimates regarding customer-mandated changes in selling prices; and (v) estimates of expected changes in vehicle content. Changes in any of these components may significantly impact the Company’s backlog. In addition, backlog may be impacted by various assumptions imbedded in the calculation, including vehicle production levels on new, replacement or targeted programs, foreign exchange rates and the timing of major program launches. For purposes of the backlog data included in this presentation, the Company has made various assumption, including the following: (1) North American vehicle production of 16.0 million units; (2) Western European vehicle production of 16.0 million units; (3) South American vehicle production of 1.9 million units; and (4) a Euro exchange rate of $1.20/Euro. Please refer to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2003 for further information on the Company’s calculation of sales backlog.