SEC Filing | Lear Corporation

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2004

LEAR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	1-11311 (Commission File Number)	13-3386776 (IRS Employer Identification Number)

21557 Telegraph Road, Southfield, MI (Address of principal executive offices)		48034 (Zip Code)

(248) 447-1500
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

TABLE OF CONTENTS


Item 7. Financial Statements and Exhibits
Item 9. Regulation FD Disclosure
Item 12. Results of Operations and Financial Condition
SIGNATURE
Press Release
Presentation Slides

Item 7. Financial Statements and Exhibits

Item 9. Regulation FD Disclosure

See “Item 12. Results of Operations and Financial Condition” below.

Item 12. Results of Operations and Financial Condition

The following information is provided pursuant to Item 9 of Form 8-K, “Regulation FD Disclosure,” and Item 12 of Form 8-K, “Results of Operations and Financial Condition.”

On July 22, 2004, Lear Corporation issued a press release reporting its financial results for the second quarter of 2004 and updating its earnings guidance for 2004. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On July 22, 2004, Lear Corporation made available the presentation slides attached hereto as Exhibit 99.2 in a webcast of its second quarter 2004 earnings call. Exhibit 99.2 is incorporated by reference herein.

The information contained in Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		LEAR CORPORATION,
		a Delaware corporation

Date: July 22, 2004	By:	/s/ David C. Wajsgras
	Name:	David C. Wajsgras
	Title:	Senior Vice President and
		Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press release issued July 22, 2004, filed herewith.
99.2		Presentation slides from the Lear Corporation webcast of its second quarter 2004 earnings call held on
		July 22, 2004, filed herewith.

exv99w1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Relations:
Anne Bork
(248) 447-5914

Media:
Andrea Puchalsky
(248) 447-1651

Lear Posts Record Second Quarter Net Sales of $4.3 Billion

Southfield, Mich., July 22, 2004 — Lear Corporation [NYSE: LEA], the world’s largest automotive interior systems supplier, today reported financial results for the second quarter of 2004 and updated 2004 guidance.

Second Quarter Highlights:

•		Posted record net sales of $4.3 billion, up 4% from a year ago

•		Reported net income of $1.65 per share, up 7% from a year ago

•		Awarded new seat business with Mazda in North America

•		Continued to expand the business in China and Korea

•		Completed Grote & Hartmann acquisition; integration in process

•		Received four World Excellence Awards from Ford Motor Company

For the second quarter of 2004, Lear posted record net sales of $4.3 billion and net income of $116.1 million, or $1.65 per share. These results compare to net sales of $4.1 billion and net income of $104.1 million, or $1.54 per share, for the second quarter of 2003.

Net sales rose $183 million, or 4%, from the comparable period last year. The net sales increase reflects primarily the addition of new business globally and the impact of foreign currency, offset in part by unfavorable vehicle production mix.

Net income per share of $1.65 in the quarter was a 7% improvement compared with a year earlier, reflecting the change in net sales as well as favorable operating performance, partially offset by the impact of new business development expenses and the costs associated with facility actions. The current year results also benefited from lower interest expense and a reduced overall tax rate.

(more)

“At Lear, the entire team is focused on delivering the best possible overall value to our customers and our shareholders,” said Bob Rossiter, Lear Chairman and Chief Executive Officer. “I am pleased that once again in the second quarter, we were able to post solid financial results, win new business globally, improve our quality and continue to satisfy the aggressive requirements of our customers.”

Free cash flow was $140.0 million for the second quarter of 2004. (Net cash provided by operating activities was $255.3 million. A reconciliation of free cash flow to net cash provided by operating activities is provided in the supplemental data page.)

During the second quarter, Lear was awarded new seating business with Mazda in North America. In addition, the Company continued to expand and grow the business in China and Korea. The Grote & Hartmann acquisition was completed on July 5, 2004, and the integration is in progress.

Lear received four World Excellence Awards from Ford Motor Company, including three Gold Awards for excellence in quality, cost and delivery and a Recognition of Achievement for Six Sigma efforts that improved Ford customer satisfaction.

Third Quarter and Full Year 2004 Outlook

In the second half, net sales are expected to benefit primarily from the addition of new business globally and the acquisition of Grote & Hartmann, offset in part by the mix of vehicle production.

For the third quarter of 2004, net sales are expected to be up about 9% from a year ago, to approximately $3.8 billion. Net income per share is expected to be in the range of $1.05 to $1.20.

For the full year, net sales are estimated at $16.8 billion, compared with $15.7 billion in 2003. The full year sales forecast is up $200 million from the prior guidance, reflecting primarily new business wins in Asia and with Asian automakers globally coming on-line this year.

Lear’s 2004 industry production planning assumptions are 16.0 million units for North America and 18.5 million units for Europe (16.1 million for Western Europe). Net income per share guidance remains unchanged in the $5.85 to $6.25 range. Full year capital spending is now forecasted to be in the high- $300 million range, up from the prior guidance, reflecting spending for near term programs and strategically important business development initiatives. Depreciation is expected to be approximately $375 million. Free cash flow is expected to be in the low- to mid- $300 million range. Interest expense is expected to be about $170 million. The second half effective tax rate is expected to be in the 26 — 27% range.

Lear will webcast its second quarter earnings conference call through the Investor Relations link at www.lear.com at 9:00 a.m. EDT on July 22, 2004. In addition, the conference call can be accessed by dialing 1-800-789-4751 (domestic) or 1-706-679-3323 (international). The audio replay will be available two hours following the call at 1-800-642-1687 (domestic) or 1-706-645-9291 (international) and will be available until August 6, 2004, with a Conference I.D. of 7533508.

Lear Corporation, a FORTUNE 500 company headquartered in Southfield, Michigan, USA, focuses on integrating complete automotive interiors, including seat systems, interior trim and electrical systems. With annual net sales of $15.75 billion in 2003, Lear is the world’s largest automotive interior systems supplier. The Company’s world-class products are designed, engineered and manufactured by more than 110,000 employees. At December 31, 2003, Lear had 289 facilities located in 34 countries. Further information about Lear and its products is available on the internet at www.lear.com.

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 news release, the Company has provided information regarding “free cash flow” (a non-GAAP financial measure). 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 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 free cash flow for planning and forecasting in future periods.

Free cash flow should not be considered in isolation or as a substitute for net income, net cash provided by operating activities or other 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 thus, does not reflect funds available for investment or other discretionary uses. Also, free cash flow, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies.

For a reconciliation of free cash flow to net cash provided by operating activities, see the supplemental data page which, together with this press release, has been posted on the Company’s website through the Investor Relations link at www.lear.com.

Forward-Looking Statements

This news release 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, the costs and timing of facility closures or similar actions, increases in warranty or product liability 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 Company’s ability to successfully integrate the recently acquired Grote & Hartmann operations, the outcome of legal or regulatory proceedings, unanticipated changes in free cash flow and other risks described from time to time in the Company’s Securities and Exchange Commission filings.

In addition, the third quarter and full year 2004 per share earnings guidance is based on an assumed 70.6 million and 70.5 million shares outstanding, respectively, and does not reflect the potential dilutive impact of the Company’s outstanding convertible senior notes.

The forward-looking statements in this news release are made as of the date hereof, and the Company does not assume any obligation to update them.

Lear Corporation and Subsidiaries
Consolidated Statements of Income

(Unaudited; in millions, except per share amounts)


	Three Months Ended
	July 3,		June 28,
	2004		2003
Net sales	$	4,284.0	$	4,101.2
Cost of sales		3,912.4		3,748.0
Selling, general and administrative expenses		158.7		141.5
Interest expense		39.2		48.3
Other expense, net		14.8		14.7

Income before income taxes		158.9		148.7
Income taxes		42.8		44.6

Net income	$	116.1	$	104.1

Basic net income per share	$	1.69	$	1.58

Diluted net income per share	$	1.65	$	1.54

Weighted average number of shares outstanding — basic		68.7		66.0

Weighted average number of shares outstanding — diluted		70.3		67.7

Lear Corporation and Subsidiaries
Consolidated Statements of Income

(Unaudited; in millions, except per share amounts)


	Six Months Ended
	July 3,		June 28,
	2004		2003
Net sales	$	8,776.1	$	7,999.9
Cost of sales		8,057.6		7,338.1
Selling, general and administrative expenses		326.4		288.2
Interest expense		78.3		100.7
Other expense, net		28.9		27.2

Income before income taxes		284.9		245.7
Income taxes		77.4		73.7

Net income	$	207.5	$	172.0

Basic net income per share	$	3.03	$	2.61

Diluted net income per share	$	2.95	$	2.55

Weighted average number of shares outstanding — basic		68.6		65.9

Weighted average number of shares outstanding — diluted		70.4		67.5

Lear Corporation and Subsidiaries
Consolidated Balance Sheets

(In millions)


	July 3,		December 31,
	2004		2003
	(Unaudited)		(Audited)
ASSETS
Current:
Cash and cash equivalents	$	148.8	$	169.3
Accounts receivable		2,497.8		2,200.3
Inventories		563.1		550.2
Recoverable customer engineering and tooling		185.5		169.0
Other		369.1		286.6

		3,764.3		3,375.4

Long-Term:
PP&E, net		1,808.5		1,817.8
Goodwill, net		2,928.9		2,940.1
Other		429.3		437.7

		5,166.7		5,195.6

Total Assets	$	8,931.0	$	8,571.0

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current:
Short-term borrowings	$	6.8	$	17.1
Accounts payable and drafts		2,570.6		2,444.1
Accrued liabilities		1,168.4		1,116.9
Current portion of long-term debt		609.6		4.0

		4,355.4		3,582.1

Long-Term:
Long-term debt		1,433.0		2,057.2
Other		708.9		674.2

		2,141.9		2,731.4

Stockholders’ Equity		2,433.7		2,257.5

Total Liabilities and Stockholders’ Equity	$	8,931.0	$	8,571.0

Lear Corporation and Subsidiaries
Supplemental Data

(Unaudited; in millions, except content per vehicle data)


	Three Months Ended
	July 3,			June 28,
	2004			2003
Net Sales
North America	$	2,367.3		$	2,474.9
Europe		1,671.0			1,455.9
Rest of World		245.7			170.4

Total	$	4,284.0		$	4,101.2

Content Per Vehicle *
North America	$	567		$	596
Total Europe	$	345		$	303
Western Europe	$	368		$	315

Free Cash Flow **
Net cash provided by operating activities	$	255.3		$	160.7
Net change in sold accounts receivable		—			86.2

Net cash provided by operating activities before net change in sold accounts receivable		255.3			246.9
Capital expenditures		(115.3	)		(67.0	)

Free cash flow	$	140.0		$	179.9

Depreciation	$	87.0		$	77.7


	Six Months Ended
	July 3,			June 28,
	2004			2003
Net Sales
North America	$	4,873.4		$	4,913.0
Europe		3,427.6			2,787.2
Rest of World		475.1			299.7

Total	$	8,776.1		$	7,999.9

Content Per Vehicle *
North America	$	578		$	596
Total Europe	$	350		$	297
Western Europe	$	373		$	307

Free Cash Flow **
Net cash provided by operating activities	$	312.1		$	257.3
Net change in sold accounts receivable		70.4			139.6

Net cash provided by operating activities before net change in sold accounts receivable		382.5			396.9
Capital expenditures		(192.6	)		(137.3	)

Free cash flow	$	189.9		$	259.6

Depreciation	$	170.1		$	152.1

*		Content Per Vehicle for 2003 has been updated to reflect actual production levels.
**		See “Use of Non-GAAP Financial Information” included in this news release.

exv99w2

Second Quarter 2004 Earnings Review July 22, 2004 fast forward advance relentlessly (r) world's leading automotive interior supplier R Exhibit 99.2

Agenda Strategy Update Bob Rossiter, Chairman and CEO Operating Review Jim Vandenberghe, Vice Chairman Financial Review and Guidance Dave Wajsgras, SVP and CFO Q & A

Strategy Update

Strategy Update Customer-Focused Strategy Driving Results Overall Lear strategy unchanged; operating fundamentals have never been stronger Continuing to meet challenging customer requirements and turn in solid financial results Global growth of Asian automakers driving need for supplier diversification and new technology Profitably growing our business worldwide and further diversifying our sales mix

Strategy Update A Consistent, Disciplined Strategy Leverage our leadership position in total interiors in North America Improve our business structure and grow our market share in Europe Aggressively expand our presence in Asia and with Asian OEMs globally 5

Strategy Update Our Presence in Asia is Growing Rapidly China 11 facilities 1 engineering center 21 customers Seats, interiors, electrical distribution, electronics, IP Korea 2 facilities 1 engineering center 2 customers Seats Japan 3 engineering centers 5 customers Interior integration Philippines 4 facilities 1 engineering center 7 customers Electrical distribution Thailand 2 facilities 5 customers Seats, seat trim, door panels India 3 facilities 1 engineering center 4 customers Seats, interior integration

Strategy Update Progress Report on Asian Strategy Infrastructure strengthened to support future Asian growth Continuing to develop key strategic partnerships to enhance market position, particularly in China and Korea Low-cost engineering/manufacturing capabilities in place, providing competitiveness globally Well Positioned to Achieve Rapid Growth in Asia and with Asian Manufacturers Globally

2001 2002 2003 2004 Future Cons 736.1 850 1250 1600 Non 121.5 Strategy Update Asia/Asian Automakers Revenue* $850 $1,250 ^$1,600 Asian Sales About Double from 2002 to 2004; Solid Growth Expected to Continue** (millions) * Consolidated and unconsolidated sales ** Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information.

Operating Review

Operating Review Second Quarter Results Solid in Challenging Environment Financials Achieved record second quarter net sales of $4.3 billion and net income per share of $1.65 Agreements reached for major facility actions Quality Quality metrics continued to improve worldwide Received four World Excellence Awards from Ford Motor Company Growth Continued to expand our business in China and Korea Awarded new Mazda seat business in North America Grote & Hartmann closed July 5, 2004; integration in process

Operating Review Quality Initiatives Continue to Drive Results * Based on customer data. 2000 2001 2002 2003 2004 YTD 3rd Qtr 4th Qtr East 217 127 108 77 29 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Parts Per Million (PPM) Defective* On Track for 5th Consecutive Year of Improvement 85% Improvement

Operating Review Developments in China in the Second Quarter New Business This Year: Lear awarded first contract with First Autoworks (SOP - Oct. 04) New electronics plant to supply Shanghai GM, Honda and Saturn (SOP - July 04) Business Development: Lear / Yunhe JV awarded first seat business with Peugeot (SOP - Q4 05) JV with Dongfeng Motors is well positioned to serve Nissan and Honda Leveraging Joint Venture Infrastructure and Relationships With Global Customers to Support Rapid Growth in China

Operating Review Lear Awarded New Seat Business with Mazda Effective June 1, 2004, Lear was awarded seats and seat component business for: Mazda 6 Mazda Tribute / Ford Escape Expected annual sales of approximately $100 million Making Progress with North American Transplants

Operating Review Selected Second Half 2004 Lear Product Launches Domestic Automakers Buick LaCrosse - Seats, electronics Dodge Dakota - Seats, headliner, IP, wire harness, electronics Ford Freestyle / Five Hundred - Seats, flooring & acoustics, headliner, electronics Jeep Grand Cherokee - Wire harness, electronics European Automakers Audi A6 - Seats BMW 3-Series - Seats, headliner, electronics Citroen C6 - Seats Asian Automakers Honda Pilot / Odyssey - Headliner, electronics Nissan Liberty - Wire harness Toyota Tacoma - Flooring & acoustics, headliner

European CPV has steadily improved Approximately 70% of the 2004 backlog concentrated in Europe Growth in European CPV to Continue in 2004 1998 2002 2003 2004 2005 TGR 12.4 247 309 358 West 30.6 North 45.9 Operating Review European CPV Growth will Moderate in 2005 * UP ^ 10+% * Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information.

2005 New Business Backlog Expected to Support North American CPV Improvement 1998 Q2 2003 2002 2003 2004 2005 2003 1Q04 TGR 12.4 596 579 593 581 308 357 West 30.6 31.6 North 45.9 43.9 Operating Review North American CPV to Improve in 2005 * 2004 North American CPV down year-over-year Phase out of Ford Windstar and GM Grand Am/Alero Approximately 15% of the 2004 backlog concentrated in North America CPV expected to improve in 2005 with record backlog Down ^ 2% * Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information.

Financial Review and Guidance

Financial Review Production Environment - Second Quarter 2004 Production Mix Remains Challenging in North America North America Industry production about flat versus the same period in 2003 Big Three production down 1%; key Lear platforms down more than average Europe Industry production up 1%; Western Europe production down about 2% Euro 7% stronger than last year

Second Quarter 2004 Second Quarter 2003 Record 2Q '04 B/(W) 2Q '03 (millions, except net income per share) Financial Review Financial Highlights - Second Quarter 2004 * Income before income taxes for the second quarter 2004 and 2003 was $158.9 and $148.7, respectively. Please see slides titled "Use of Non-GAAP Financial Information" at the end of this presentation for further information. Net Sales $4,284.0 $4,101.2 $182.8 Income before Interest, Other Expense & Income Taxes (core operating earnings)* $212.9 $211.7 $1.2 Margin 5.0% 5.2% (20)bps Net Income $116.1 $104.1 $12.0 Net Income Per Share $1.65 $1.54 $0.11 SG&A % of Net Sales 3.7% 3.5% (20)bps Interest Expense $39.2 $48.3 $9.1 Other Expense, Net $14.8 $14.7 $(0.1) Effective Tax Rate 27% 30% 3%

Financial Review 2Q04 vs. 2Q03 Change in Net Sales, Core Operating Earnings and Margin Net Sales (up $183 million) Addition of new business globally ($151 million) Impact of foreign currency, primarily stronger Euro ($124 million) offset in part by Vehicle production mix, primarily in North America ($128 million) Core Operating Earnings* (essentially flat) Net operating performance Profit contribution from new business globally primarily offset by Impact of new business development expenses Costs associated with facility actions Vehicle production mix Margin (down 20 basis points) Factors affecting operating earnings Impact of foreign currency * Please see slides titled "Use of Non-GAAP Financial Information" at the end of this presentation for further information.

Net Income $ 116 $ 208 Depreciation 87 170 Working Capital / Other 52 5 Cash from Operations* $ 255 $ 383 Capital Expenditures (115) (193) Free Cash Flow $ 140 $ 190 2Q 2004 * Cash from Operations represents net cash provided by operating activities ($255.3 for second quarter 2004 and $312.1 for six months ended 7/03/04) before net change in sold accounts receivable ($0.0 for second quarter 2004 and $70.4 for six months ended 7/03/04). Please see slides titled "Use of Non-GAAP Financial Information" at the end of this presentation for further information. Financial Review Second Quarter Cash Flow (millions) Generating Cash while Growing the Business Six Months 2004

North America (millions) 2004 Guidance Full Year Vehicle Production Assumptions* 2003 Actual 2004 Guidance 3rd Qtr 4th Qtr East 15.9 16 90 20.4 West 34.6 31.6 North 45 43.9 2003 Actual 2004 Guidance 3rd Qtr 4th Qtr East 16.4 16.2 90 20.4 West 1.9 2.3 34.6 31.6 North 45 43.9 15.9 18.2 ^ 16.0 ^ 18.5 Europe (millions) Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information. Third Quarter Total Europe 4.0 ^ 4.1 Western Europe 3.6 ^ 3.6 16.3 ^ 16.1 Western Europe Third Quarter 3.7 ^ 3.6 Total Europe Flat Third Quarter North American Production and Slight Increase in Third Quarter European Production Expected

2004 Guidance Third Quarter and Full Year Net Sales* Anticipate Record Third Quarter and Full Year Net Sales in 2004 2002 2003 2004 Guidance East 7.3 8 8.7 West 3.3 3.5 3.8 North 3.8 4.2 4.3 (billions) ^ $16.8 $15.7 $7.3 Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information. $8.0 $8.8 $14.4 Full Year First Half ^ $3.8 $3.5 $3.3 Third Quarter

Capital Spending* (millions) 2004 Guidance Capital Spending and Free Cash Flow 2003 Actual 2004 Guidance 3rd Qtr 4th Qtr East 376 400 90 20.4 West 34.6 31.6 North 45.9 46.9 45 43.9 2003 Actual 2004 Guidance 3rd Qtr 4th Qtr East 509 300 90 20.4 West 0 34.6 31.6 North 45.9 46.9 45 43.9 $376 $509 High- $300 range Free Cash Flow* (millions) Deprec. $322 ^ $375 Expense $187 ^ $170 Two Year Average Interest * Please see slides titled "Use of Non-GAAP Financial Information" and "Forward-Looking Statements" at the end of this presentation for further information. Low- to Mid- $300 range Capital Spending In-line with Depreciation

2004 Guidance Factors Impacting Capital Spending Short investment cycles on recently awarded programs Asian awards (specifically China and Korea) New cockpit business / new electronics Conquest business Advance spending to ensure successful launch of critical programs GM Total Interior program Ford Explorer Roll-out of new Lear technologies / products Flexible seating architecture Acoustics systems

2004 Guidance Net Income Per Share** Anticipate Record Full Year Net Income Per Share in 2004 2002 2003 2004 Guidance Net Sales 1.97 2.55 2.94 Increase in Net Sales 0.91 1.1 1.18 2.68 3 3.12 $4.65* $5.55 $5.85 - $6.25 First Half Full Year * Represents income per share before cumulative effect of a change in accounting principle, which excludes the impact of goodwill impairment of $298.5 million after-tax, or $4.46 per share in the first half and full year of 2002. ** Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information. $2.95 Third Quarter $1.97* $2.55 $0.91 $1.10 $1.05 - $1.20

Financial Review Comments on Earnings Guidance Factors impacting second half financial results: Material costs, reflects increasing commodity prices New business development costs, reflects important new program awards, rapid expansion in Asia N.A. vehicle production mix, primarily trucks and SUVs European production volumes Effective tax rate (26% to 27% vs. 28%) Full Year Guidance Unchanged; Challenging Conditions in the Second Half

Financial Review Summary and Financial Outlook Growth strategy in place; meaningful progress this year Asian expansion and new business development globally requiring capital investment Second quarter financial results solid; major facility actions resolved Full-year guidance unchanged, despite challenging production environment, rising raw material costs and increasing new business development costs Record backlog in 2005 expected to support: Moderate CPV growth in Europe Renewed CPV growth in North America

ADVANCE RELENTLESSLY(tm) www.lear.com LEA NYSE Listed R

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 "income before interest, other expense and income taxes" (core operating earnings) and "free cash flow." 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 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 income before interest, other expense and income taxes is a useful measure in assessing the Company's financial performance by excluding certain items 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 believes that free cash flow is useful in analyzing the Company's ability to service and repay its debt. Further, management uses these non-GAAP measures for planning and forecasting in future periods. Neither income before interest, other expense and income taxes nor free cash flow should be considered in isolation or as substitutes for net income, net cash provided by operating activities or other 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. Use of Non-GAAP Financial Information

Q2 2004 Q2 2003 Income before interest, other expense and income taxes Income before income taxes $ 158.9 $ 148.7 Interest expense 39.2 48.3 Other expense, net 14.8 14.7 Income before interest, other expense and income taxes $ 212.9 $ 211.7 (core operating earnings) (millions) Use of Non-GAAP Financial Information Core Operating Earnings

Q2 2004 2004 Free cash flow Net cash provided by operating activities $ 255.3 $ 312.1 Net change in sold accounts receivable - 70.4 Net cash provided by operating activities before net change in sold accounts receivable 255.3 382.5 Capital expenditures ( 115.3 ) ( 192.6 ) Free cash flow $ 140.0 $ 189.9 Six Months (millions) Use of Non-GAAP Financial Information Free Cash Flow

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, the costs and timing of facility closures or similar actions, increases in warranty or product liability 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 Company's ability to successfully integrate the recently acquired Grote and Hartmann operations, the outcome of legal or regulatory proceedings, unanticipated changes in free cash flow and other risks described from time to time in the Company's Securities and Exchange Commission filings. In addition, the third quarter and full year 2004 per share earnings guidance is based on an assumed 70.6 million and 70.5 million shares outstanding, respectively, and does not reflect the potential dilutive impact of the Company's outstanding convertible senior notes. The forward-looking statements in this presentation are made as of the date hereof, and the Company does not assume any obligation to update them. Forward-Looking Statements

Press release issued July 22, 2004, filed herewith.

Presentation slides from the Lear Corporation webcast of its

second quarter 2004 earnings call held on July 22, 2004, filed