lear 09 2606

September 26, 2006September 26, 2006

2006 Paris Auto ShowJPMorgan Investor Conference

2006 Paris Auto ShowJPMorgan Investor Conference

2

Agenda

Strategic EvolutionBob Rossiter, Chairman and CEO

Improving Global CompetitivenessDoug DelGrosso, President and COO

Financial ReviewMatt Simoncini, SVP Operational Finance

Summary and OutlookBob Rossiter, Chairman and CEO

3

Strategic Evolution

Supplier SystemsIntegrator

20051994

Seat Manufacturer Total InteriorCapability

Since the Company went public, we have transformed from an

automotive seat manufacturer to one of the world’s leading automotive interior

suppliers.

4

$0.0$2.0$4.0$6.0$8.0

$10.0$12.0$14.0$16.0$18.0

1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

Lear’s Customer Focus Has Supported Sales Growth

Net Sales(in billions)

$3.1

$17.1

“At Lear, we believe if you provide superior quality, outstanding customer service and new product innovation, sales growth is inevitable.”

5

North America54%

Europe38%

We Have Diversified Our Geographic Mix. . .

Rest Of World 8%

Europe17%

North America83%

1994 2005

As of 12/31/05

6

And, Diversified Our Customer Mix

Toyota

Nissan

Renault

Mazda

Porsche

Chrysler

BMW

Fiat

All Other

VWPSA

MercedesHyundai

Classic Ford & GM75%

All Other

Extended Ford & GM; Saab, Volvo,

Jaguar and Land Rover9%

Classic Ford & GM44%

1994 2005

As of 12/31/05

7

Factors Adversely Impacting Our Business

Declining Big Three market share

Major restructuring actions at key customers

Sustained high raw material and energy prices

Distress throughout supply chain

Industry shift away from full size pickups and SUV’s

Reversal of trend toward total interior integration

8

New Strategic Direction*

Supplier SystemsIntegrator

StrategicPartner

2000 - 20051994 - 1999 2006 and Forward

Seat Manufacturer Total InteriorCapability

•Product-Line Focused•Globally Competitive•Working Collaboratively with Customers

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

9

Improvement Plans In Place*

Sales Growth and Customer DiversificationNew product innovation to increase salesGrowing our content per vehicle in major marketsExpanding our infrastructure in AsiaWinning new business with non-traditional customers

Global Competitiveness$250 million global restructuring plan being implemented Accelerating manufacturing & sourcing footprint actionsAggressively implementing cost reduction and operating improvement initiatives Implementing new strategic direction for Interior Segment


10

Strategy For Interior Segment*

Signed Definitive Agreement to Contribute Substantially all of Lear’s European Interior Business to International Automotive Components Group, LLC in Return for a Minority Stake:

Creates a large [20 manufacturing facilities in 9 countries, with $1.2 billion in annual sales] and well capitalized enterpriseSolid platform for improving ongoing operating efficiency and financial performanceExpected to close shortly

Working Aggressively to Restructure Operations and Put in Place a New Business Model for Lear’s North American Interior Business:

Continuing to evaluate strategic alternatives


Working Toward Definitive New Strategic Direction Working Toward Definitive New Strategic Direction For Interior Business By Year EndFor Interior Business By Year End

11

Improving Global Competitiveness

12

Improving Global Competitiveness*

Increasing our Product-line Focus

Emphasis on New Technology and Product Innovation

Delivering Superior Quality and Customer Service

Restructuring Initiatives Improving Operating Efficiency

Customer, Regional and Segment Diversification Underway

Continuous Improvement / Operational Excellence


13

CORE DIMENSIONS STRATEGY

• ProTecTM PLuS

• Adaptive Front Light System

• IntelliTireTM

• Car2UTM Two-Way Remote Keyless Entry

• Immobilizer

• Foam in Place Head Impact Countermeasure

SAFETYCOMFORT &

CONVENIENCE COMMONIZATIONENVIRONMENTAL INFOTAINMENT CRAFTSMANSHIPFLEXIBILITY

• Lt. Weight Back Panel

• Soy Foam

• Polyurethane Foam Alternatives

• Battery Monitoring System

• DC/AC Inverters

• Cushion Tilt 2nd

Row

• Remote Release 2nd

Row Easy Entry

• Thin Profile Folding Rear

• SmartFoldTM 3rd Row

• ComforTecTM

• Climate Seat

• Fluid Power Motion

• Passive Entry

• Car2UTM Home Automation System

• Pneumatic Seat

• Integrated Seat Adjuster Module

• Lear Flexible Seat Architecture

• Gateway Module

• Passive Junction Box

• Smart Junction Box

• Sculpted Seat Technology

• Flat Flexible Cable

• Seamless Airbag Cover

• Trim Clip

• Insert Molded Carpet

• Premium Audio Amplifier

• Rear Seat Entertainment

• TV Receiver Analog

Innovative Product Solutions

14

TV Receivers

Sound Systems

Lighting Power System

Body Controller

23 Way Pinheader

Terminals & Connectorsfor Wire Harness

Pre Safe Box withPower Fuse

Advanced Front Lighting System

Jumper Start

Putting It All Together On BMW 3-Series. . .

Premium Seating System

15

Customer Awards Reinforce Lear’s Quality And Customer Service Commitment

General Motors--Supplier of the Year for Seating Systems (Global) Ford Motor Company

Special Recognition for Customer Service (Global)Special Recognition for Design Engagement (Europe)

Toyota Superior Logistics Performance (Argentina)Superior Supplier Diversity and Excellence in Quality (Global)

Mazda--Value Engineering Award for Number of Ideas Submitted (Japan)Volkswagen

Excellence in Quality and Product Development (Mexico)Best Quality and Among Top Three in Cost Reduction (Brazil)Supplier of the Year (South Africa)

Honda--Delivery and Quality PerformanceVolvo Cars--Supplier Award of ExcellenceMahindra & Mahindra--Best Performance in Product DevelopmentGAZ--Best Supplier Award

Customer Awards

16

Industry Recognition Validates Lear’s Internal Quality And Customer Service Improvements

Auto Interiors Show--Lear Content on all Six ‘Interior of the Year’Winning Vehicles (United States) Industry Week Magazine--Lear’s Liberty, Missouri plant among Finalists for Best Plant Award (North America)Philippine Economic Zone--Employer of the YearSociety of Plastics Engineers--Excellence in Performance & Customization for the Cargo Compartment on Ford EscapeDLC Design--4.7 Rating (out of 5) for Lear Audio System in the BMW 530i (2006 SAE World Congress)JD Power 2006 Seat Quality Survey--Highest Quality Major Seat Supplier for Past Six Years

Industry Recognition

17

Restructuring To Improve Operating Efficiency*

Eliminate excess capacity

Streamline organization and improve operational efficiency

Accelerate move to lower-cost sources

Eliminate excess capacity

Streamline organization and improve operational efficiency

Accelerate move to lower-cost sources

Restructuring Objectives

2005 2006+

Pretax Restructuring Costs

$103

(in millions)

$120 - 150

Estimated Payback Of Restructuring Estimated Payback Of Restructuring Initiatives Is 2.5 YearsInitiatives Is 2.5 Years


18

Maintaining A Competitive Global Footprint

Today About 30% Of LearToday About 30% Of Lear’’s Components Come From s Components Come From 21 Low21 Low--Cost Countries; Target Is 40% By 2010Cost Countries; Target Is 40% By 2010**

Central AmericaMexico [WH, ST, IT, MM]Honduras [WH]

South AmericaArgentina [WH, IT]Brazil [ST, IT]Venezuela [ST]

Eastern EuropeCzech Republic [WH, IT, TC]Hungary [WH, ST]Poland [WH, ST, IT, MM]Romania [WH]Slovakia [IT]Slovenia [MM]Turkey [WH, ST]

AfricaMorocco [WH]S. Africa [WH]Tunisia [WH]

AsiaChina [WH, ST, IT, EC]India [IT]Philippines [WH, EC]South Korea [ST]Taiwan [ST, TC]Thailand [ST]

Legend for Product ExamplesWire Harness……WH Term & Conn…….TCSeat Trim…………ST Metals & Mech…...MMInterior Trim….……IT Electronic Comp….EC


Global Technology Centers

19

Global Strategy For Customer And Product Diversification*

North AmericaFully participate in fast-growing Crossover segmentExpand emerging relationships with Hyundai, Nissan and Toyota Grow content per vehicle with new products and technology:

Safety-Related – IntelliTireTM, Pro-TecTM PLuS and Adaptive Front LightingElectronics – RKE Technology, Premium Audio/Visual, Home Automation

Participate in Hybrid growth with high-voltage Electrical Systems

Europe and Rest of WorldAccelerate growth with Asian automakers and Volkswagen Continue to invest in infrastructure in China, India and KoreaLeverage existing relationships with Big Three and European automakers to grow in Emerging Markets


20

16%84%

32%

68%

29%

71%73%

27%

2002 2003 2004 2005 2008 Outlook

Rapidly Growing Our Total Asian Sales*

Revenue in Asia and with Asian Manufacturers

Rapid Growth In Asian Sales Led By Expanding Rapid Growth In Asian Sales Led By Expanding Relationships With Hyundai, Nissan And ToyotaRelationships With Hyundai, Nissan And Toyota

(in millions)

ConsolidatedNon-consolidated

$2,200$1,800

$1,250

$800


21

Examples Of New Asian Business

Customer Product

Santa Fe -- Seating, IntelliTireTM

• Supply 100% of North American seating• Provide value-add technologies (e.g. TPMS)• Wiring harnesses provided through JV with a Korean partner • Leverage Lear’s quality reputation and global footprint to

support Hyundai’s quality reputation• Rapid growth potential as a global preferred supplier

Lear Relationship

• Nissan evolving its sourcing strategy to global suppliers• Lear’s relationship with Tachi-S now encompasses three

joint ventures:– North America (Mt. Juliet, TN) – Europe (Sunderland, U.K.) – Asia (Guangzhou, China)

• Collectively these operations will supply seven vehicle lines for Nissan

• Expanding relationship with headliners, NVH, plastics & seating by establishing new facilities alongside Toyota in North America & Europe

• Continued success on seating joint venture in N.A. (Sienna) and interior programs (e.g. Tundra) provides opportunity on next new N.A. seat program

Tundra -- Interior Trim

QashqaiSeats, Electrical Distribution

22

Improving Launch Efficiency*

ProductsSelective vertical integrationLear’s common architecture strategy

PlantsQuality First initiative Lean manufacturing processesEfficiencies from restructuring actions

Processes / SystemsGlobal sharing of best practicesCompany-wide standardized launch processWeb-based launch information and management system

Lear Flexible Seat Architecture

Lear Montgomery, AL Plant

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

23

Major Second Half 2006 And 2007 Launches

North America Europe Rest of World

Acura MDXWire Harnesses

Chrysler AspenSeats, Wire Harnesses, Overheads, F&A, Electronics

Nissan Sentra Overheads, Trim

Toyota TundraF&A, Trim

Chrysler / Dodge MinivanIP, Doors, Overheads, F&A

Saturn VUESeats

Honda AccordWire Harnesses

Land Rover Range RoverSeats, Electronics

Nissan QashqaiSeats, Wire Harnesses

Peugeot 207 CoupeSeats

Fiat StiloSeats

Audi A4Seats

Ford MondeoSeats

Dodge Caliber (Venezuela)Seats

Ford Galaxy (China)Seats

Cadillac STS (China)Seats, Doors, Floors

Ford Mondeo (China)Seats, Doors, Overheads

Renault Logan (India)Seats

Chang'an (China)Seats

Hyundai VeracruzSeats and IntelliTireTM (Korea)

Mercedes C-Class Seats

Chevrolet SilveradoSeats, Doors and Car2UTM

Home Automation System

24

Managing The Business To Improve Product-Line Returns*

Seating Seating Systems Improve Systems Improve MarginsMargins

ElectronicElectronicand Electricaland Electrical Profitable GrowthProfitable Growth

Interior Interior New, More Sustainable New, More Sustainable ProductsProducts Business ModelBusiness Model


Strategic Focus

25

Financial Review

26

$170

$325

1994 2004 2005

Core Operating Earnings*

Strong History Of Profitable Growth

(in millions)

* Income (loss) before income taxes was $114.8 million, $550.2 million and $(1,187.2) million for 1994, 2004 and 2005, respectively. Core Operating Earnings represents income before interest, other expense, income taxes, impairments, restructuring costs and other special items. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.

Unfavorable volume / mixAdverse raw material costs

$768

27

Financial Review And OutlookFirst Half Operating Earnings Improved

$79

$165

2005 2006

Income Before Interest, OtherExpense and Income Taxes*

$136

$219

2005 2006

Core Operating Earnings**

(in millions)(in millions)

* Income (loss) before income taxes and cumulative effect of a change in accounting principle was $46.3 million and $(53.3) million in the first half of 2006 and 2005, respectively. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.

** Core operating earnings represents income before interest, other expense, income taxes, impairments, restructuring costs and other special items. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.

28

Financial Review And Outlook Improvement Driven By Strong Seating Performance

2005 2006 CommentsSeating

Net Sales 5,628.6$ 6,088.6$ ■ Strong new business globallySegment Earnings* 98.7$ 297.4$ ■ Improved Asian profitability

% of Sales 1.8 % 4.9 % ■ Net cost improvementsAdjusted % of Sales** 2.5 % 5.2 %

Electronic and ElectricalNet Sales 1,546.9$ 1,575.0$ ■ Higher commodity costs Segment Earnings* 110.6$ 91.2$ ■ Competitive price pressure

% of Sales 7.1 % 5.8 % ■ Transition to low-cost locationsAdjusted % of Sales** 7.8 % 6.7 %

Interior Net Sales 1,529.8$ 1,825.1$ ■ Insufficient pricingSegment Earnings* (26.2)$ (96.7)$ ■ High raw material costs

% of Sales (1.7) % (5.3) % ■ Inefficiencies related to major Adjusted % of Sales** (1.5) % (4.3) % launches & capacity utilization

First HalfSegment Results

* Segment earnings represent income (loss) before interest, other (income) expense and income taxes. Income before interest, other expense and income taxes for the Company was $164.5 million and $78.8 million for the first half of 2006 and 2005, respectively. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.

** Adjusted % of sales excludes restructuring and other special items of $53.8 million (Seating - $20.0, Electronic and Electrical - $14.9, Interior -$18.9) in first half 2006 and $56.3 million (Seating - $42.9, Electronic and Electrical - $10.2, Interior - $3.2) in first half 2005. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.

29

Financial Review And OutlookSecond Half Operating Earnings Now Below A Year Ago*

Recent Big Three schedule reductions have totaled about 260,000 vehiclesThese production cuts have reduced our full-year net sales outlook by about $300 million and our core operating earnings by about 15% The revised outlook for full-year free cash flow is now slightly positiveWe are continuing to aggressively implement cost reduction and restructuring actions to mitigate the impact of the production cuts and to align our cost structure to the current production outlook

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

We Will Formally Update 2006 Financial Guidance We Will Formally Update 2006 Financial Guidance On Our October 26On Our October 26thth Conference CallConference Call

30

Margin Outlook For Seating And Electronic And Electrical Segments Unchanged*

Global Seating margin profile expected to return to historical levels by 2008 . . .Supported by backlog sales, continued diversification (by customer and platform type), cost improvements, restructuring savings and a return to more normal launch levels

Maintain Electronic and Electrical margin profile . . .Expanding low-cost sourcing and engineering,cost improvements, restructuring savings and product innovation


31

Summary And Outlook Preliminary 2007 Outlook*

Definitive direction for Interior Business

New Seating and Electronic & Electrical business of about $800 million coming on-line

Further customer and product segment diversification

Continued earnings growth in Asia

Increasing benefits from global restructuring actions

Improved launch efficiency and lower launch-related costs

Potential for moderation in commodity costs


While The Industry Volume Environment Is Uncertain, While The Industry Volume Environment Is Uncertain, A Number Of Lear Factors Turn Positive In 2007 A Number Of Lear Factors Turn Positive In 2007

32

Q and A Session

33

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”, “income before interest, other expense, income taxes, impairments, restructuring costs and other special items” (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 and core operating earnings are useful measures 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 also believes that these measures are useful to both management and investors in their analysis of the Company's results of operations and provide 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.

Income before interest, other expense and income taxes, core operating earnings and free cash flow should not be considered in isolation or as substitutes for net income (loss), 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 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 slides are reconciliations of these 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 in any future period, a reconciliation of forward-looking statements is not feasible. The magnitude of these items, however, may be significant.

Use of Non-GAAP Financial Information

34


Income before interest, other expense and income taxes and core operating earnings

Q2 2006 Q2 2005(in millions)

Income (loss) before income taxes and cumulative effect of a change in accounting principle $ 46.3 $ (53.3)Interest expense 100.9 93.0 Other expense, net 17.3 39.1

Income before interest, other expense and income taxes $ 164.5 $ 78.8

Restructuring actions 44.2 27.1 Goodwill impairment charges (N.A. Interior Segment) 2.9 - Fixed asset impairment charges (N.A. Interior Segment) 7.2 -

Litigation charges - 30.0 Income before interest, other expense, income taxes,

impairments, restructuring costs and other special items (core operating earnings) $ 218.8 $ 135.9

Six Months Ended

35


Segment EarningsQ2 2006 Q2 2005

(in millions)Segment Earnings

Seating $ 297.4 $ 98.7 Electronic and Electrical 91.2 110.6 Interior (96.7) (26.2)

Segment Earnings $ 291.9 183.1$ Corporate and geographic headquarters and elimination of

intercompany activity (127.4) (104.3)

Income before interest, other expense and income taxes $ 164.5 $ 78.8 Interest expense 100.9 93.0 Other expense, net 17.3 39.1 Income (loss) before income taxes and cumulative effect of a change in accounting principle $ 46.3 $ (53.3)

Six Months Ended

36


(in millions)

Adjusted Segment Earnings

Electronic and Electronic andSeating Electrical Interior Seating Electrical Interior

Segment Earnings 297.4$ 91.2$ (96.7)$ 98.7$ 110.6$ (26.2)$ Restructuring actions 20.0 14.9 8.8 12.9 10.2 3.2 Goodwill impairment charges 2.9 - - - Fixed asset impairment charges 7.2 - - - Litigation charges 30.0 - -

Adjusted Segment Earnings 317.4$ 106.1$ (77.8)$ 141.6$ 120.8$ (23.0)$

First Half 2006 2005

37


Income before interest, other expense, income taxes, impairments, restructuring costs and other special items 2005 2004 1994(in millions)

Income (loss) before provision for income taxes $ (1,187.2) $ 550.2 114.8$ Goodwill impairment charges 1,012.8 - - Interest expense 183.2 165.5 46.7Other expense, net 96.6 52.7 8.1Restructuring actions 106.3 - - Fixed asset impairment charges 82.3 - - Litigation charges 30.5 - -

Income before interest, other expense, income taxes, impairments, restructuring costs and other special items (core operating earnings) $ 324.5 $ 768.4 $ 169.6

38

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 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 inthe markets in which the Company operates, including changes in interest rates or currency exchange rates, 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 and suppliers, raw material costs and availability, the Company’s ability to mitigate the significant impact of recent 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, the outcome of various strategic alternatives being evaluated with respect to its Interior Segment and other risks described from time to time in the Company’s Securities and Exchange Commission filings. In particular, the Company’s financial outlook for 2006 is based on the Company’s current vehicle production and raw material pricing forecast; the Company’s actual financial results could differ materially as a result of significant changes in these factors. In addition, the Company’s agreement to contribute its European Interiors business to International Automotive Components Group, LLC, a joint venture with WL Ross & Co. LLC, is subject to its various conditions, including third-party consents and other closing conditions customary for transactions of this type. No assurances can be given that the proposed transaction will be completed on the terms contemplated or at all.

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.

Economy & Finance

lear 09 2606