UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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): April 22, 2005

LEAR CORPORATION

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

The following information is provided pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition,” and Item 7.01 of Form 8-K, “Regulation FD Disclosure.”

On April 22, 2005, Lear Corporation issued a press release reporting its financial results for the first quarter of 2005 and updating its earnings guidance for 2005. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On April 22, 2005, Lear Corporation made available the presentation slides attached hereto as Exhibit 99.2 in a webcast of its first quarter 2005 earnings call. Exhibit 99.2 is incorporated by reference herein.

The information contained in Exhibit 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.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

See “Item 2.02 Results of Operations and Financial Condition” above.

Section 8 – Other Events

Item 8.01 Other Events.

Lear Corporation’s press release issued April 22, 2005, reporting its financial results for the first quarter of 2005 and updating its earnings guidance for 2005, attached hereto as Exhibit 99.1, is incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

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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.

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EXHIBIT INDEX

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Investor Relations:
Anne Bork
(248) 447-5914

Media:
Andrea Puchalsky
(248) 447-1651

Lear Reports First-Quarter Financial Results
and Updates 2005 Financial Guidance

      Southfield, Mich., April 22, 2005 — Lear Corporation [NYSE: LEA], one of the world’s largest automotive interior systems suppliers, today reported financial results for the first quarter of 2005 and updated 2005 earnings guidance.

First-Quarter Results:

      For the first quarter of 2005, Lear posted net sales of $4.3 billion and net income of $15.6 million, or $0.23 per share, including a one-time tax benefit of $0.26 per share resulting from a tax law change in Poland. These results compare to net sales of $4.5 billion and net income of $91.4 million, or $1.24 per share, for the first quarter of 2004.

      The decrease in net sales from the prior year primarily reflects unfavorable vehicle platform mix in North America, as well as lower industry production in Lear’s major markets. Net income per share in the quarter declined from the year earlier results primarily due to lower sales and the adverse net impact of higher raw material costs.

      “Industry conditions in North America are very difficult. In this challenging environment, we are evaluating every element of our cost structure for further efficiencies, and we are reviewing all aspects of our global business to ensure that we are positioned for long-term profitable growth,” said Bob Rossiter, Lear Chairman and Chief Executive Officer.

      Free cash flow was negative $10.9 million for the first quarter of 2005. (Net cash provided by operating activities was $118.5 million. A reconciliation of free cash flow to net cash provided by operating activities is provided in the attached supplemental data page.)

Second-Quarter and Full-Year 2005 Outlook

      For the second quarter of 2005, net sales are expected to be approximately $4.5 billion, up about 6% from a year ago. This reflects the addition of new business globally and the favorable impact of currency exchange, offset in part by unfavorable vehicle platform mix. Net income per share is expected to be in the range of $0.20 to $0.40, compared with $1.58 for the second quarter of 2004.

      For the full year of 2005, net sales are expected to be $17.5 to $17.7 billion, reflecting primarily the addition of new business globally. Lear’s 2005 industry production planning assumptions are 15.5 to 15.8 million units in North America and 18.3 to 18.6 million units in Europe. Given this industry outlook and a forecasted tax rate of about 25% (excluding the first-quarter tax benefit), net income per share is expected to be in the range of $2.75 to $3.25, including the first-quarter tax benefit. Full-year capital spending is now forecasted to be approximately $550 million. Depreciation is expected to be about $425 million. Free cash flow is expected to be in the range of negative $50 million to breakeven, which includes the one-time negative impact of changes in customer payment terms. Interest expense is expected to be about $180 million. See “Forward-Looking Statements” below for a description of factors that could impact actual operating results.

      Lear Corporation, a Fortune 500 company headquartered in Southfield, Mich., USA, focuses on integrating complete automotive interiors, including seat systems, interior trim and electrical systems. With annual net sales of $17 billion in 2004, Lear is one of the world’s largest automotive interior systems suppliers. The Company’s world-class products are designed, engineered and manufactured by more than 110,000 employees in 34 countries.

      Lear Corporation [NYSE: LEA] will hold a conference call to review the Company’s first-quarter 2005 financial results and related matters on Friday, April 22, 2005, at 9:00 a.m. EDT. To participate in the conference call, dial 1-800-789-4751 (domestic) or 1-706-679-3323 (international). You may also listen to the live audio webcast of the call, in listen- only mode, on the corporate website at www.lear.com. An audio replay will be available two hours following the call at 1-800-642-1687 (domestic) and 1-706-645-9291 (international). The audio replay will be available until May 2, 2005 (Conference I.D. 4092894).

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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 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 therefore, 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 historical free cash flow to net cash provided by operating activities, see the supplemental data page which, together with this news 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, fluctuations in the production of vehicles for which the Company is a supplier, 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, raw material cost and availability, the Company’s ability to mitigate the significant impact of recent increases in raw material prices, the outcome of

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legal or regulatory proceedings to which the Company is or may become a party, 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 second-quarter and full-year 2005 per share earnings guidance is based on an assumed 68 million and 73 million shares outstanding, respectively. The full-year assumed shares include 4.8 million shares related to the outstanding contingently convertible debt. The second-quarter assumed shares exclude such shares as they are antidilutive.

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

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Lear Corporation and Subsidiaries
Consolidated Statements of Income

(Unaudited; in millions, except per share amounts)

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Lear Corporation and Subsidiaries
Consolidated Balance Sheets

(In millions)

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Lear Corporation and Subsidiaries
Supplemental Data

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

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