2004 Annual Meeting of Shareholders

May 13, 2004

2004 Annual Meeting of Shareholders

May 13, 2004

fast forward

advance relentlesslyworld’s leading automotive interior supplier

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Agenda

I. IntroductionBob Rossiter, Chairman & CEO

II. Americas ReviewDon Stebbins, President & COO - Americas

III. International ReviewDoug DelGrosso, President & COO - International

IV. Financial ReviewDave Wajsgras, SVP & CFO

I. IntroductionBob Rossiter, Chairman & CEO

II. Americas ReviewDon Stebbins, President & COO - Americas

III. International ReviewDoug DelGrosso, President & COO - International

IV. Financial ReviewDave Wajsgras, SVP & CFO

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Americas Review

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AmericasBusiness Summary

Top 5 Customers

General Motors

Ford

DaimlerChrysler

BMW

Toyota

2003 Revenue $9.6 billion

Operations in 7 countries

68K employees

169 facilities

2003 Revenue $9.6 billion

Operations in 7 countries

68K employees

169 facilities

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AmericasNorth America Market Share Rankings

RankRank ShareShare

Source: Internal Market Share Study

Seat Systems # 1 47 %Door Panels # 1 26 %Floor & Acoustic Systems # 2 37 %Headliners # 2 20 %Electrical Distribution Systems # 3 14 %Instrument Panels # 5 4 %

Total Interior # 1 37%

Seat Systems # 1 47 %Door Panels # 1 26 %Floor & Acoustic Systems # 2 37 %Headliners # 2 20 %Electrical Distribution Systems # 3 14 %Instrument Panels # 5 4 %

Total InteriorTotal Interior # 1# 1 3737%%

ProductProduct RankRank ShareShare

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AmericasSales by Segment

Car31%Truck

69%

TruckTruck

SUV 56 %

Pickup 36

Van 7

Medium/Heavy 1Total 100 %

CarCar

Mid Size 49 %

Compact 21

Full Size 15

Luxury 11

Sports 4Total 100 %

Americas Total Sales of $9.6 BillionAmericas Total Sales of $9.6 Billion

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AmericasProduct On Top Selling Vehicles in North America

Source: Based on available industry data

On 28 of 30 TopOn 28 of 30 Top--Selling Vehicles in North AmericaSelling Vehicles in North America

1 Ford - Total F-Series Pickup 11 DCX - Caravan 21 Ford - Econoline

2 GM - Total Silverado Pickup 12 GM - Cavalier 22 GM - Malibu

3 DCX - Ram Pickup 13 GM - TrailBlazer 23 Honda - Odyssey

4 Toyota - Camry 14 Ford - Focus 24 Ford - Escape

5 Honda - Accord 15 Ford – Ranger 25 Ford - Mustang

6 Ford - Explorer 16 Nissan – Altima 26 DCX - Jeep Liberty

7 Ford - Taurus 17 GM – Total GMC Sierra Pickup 27 Toyota - Tacoma

8 Honda - Civic 18 DCX – Jeep Grand Cherokee 28 GM - S-10

9 Toyota - Corolla/Matrix 19 GM – Tahoe 29 Honda - CRV

10 GM - Impala 20 Ford – Expedition 30 DCX - Chrysler Town & Country

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2002 2003 2004 YTD

AmericasPPM’s

65% Improvement

Parts Per Million (PPM) Defective*

* Based on internal and customer data

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11% improvement in 2003

4th consecutive year of improvement in TGW

Highest quality seat manufacturer that supplies multiple OEMs

Independent J.D. Power Survey Shows Independent J.D. Power Survey Shows Continuous Improvement in Lear’s TGWContinuous Improvement in Lear’s TGW

Source: 2003 J.D. Power Seat Survey

Lear’s 2003 J.D. PowerLear’s 2003 J.D. PowerResultsResults

10.39.5

8.3 7.97.0

1999 2000 2001 2002 2003

Things Gone Wrong (TGW)per 100 vehicles

AmericasJ.D. Power Seat Survey - 4th Consecutive Year of Improvement

Continuous Improvement

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“Supplier of the Year”

Four World Excellence Awards

Interior Excellence Award

Fortune Magazine Ranked Lear as America’s Most Admired Automotive Supplier for Second Consecutive Year

Americas Recent Industry Awards & Recognition

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AmericasSales Backlog

Sales BacklogSales Backlog(billions)(billions)

$1.6

$2.6

2004 - 2006 2004 - 2008

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

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Lear Working in Close Partnership with GM to Lear Working in Close Partnership with GM to Deliver “World Class” Interiors for Next Generation Deliver “World Class” Interiors for Next Generation

Large and Luxury VehiclesLarge and Luxury Vehicles

AmericasGM Total Interior Integrator Program On Track

Total Interior prototypes have been completed and shipped to GM

Refining engineering designs with GM to harmonize total interior with overall vehicle aesthetics

Interiors feature several Lear innovations integrated as a vehicle system for the first time

Spray PUR TM seamless polyurethane coating on instrument panelSonotec lightweight acoustical productsFlexible seating architecture

Ongoing studies confirm that consumer appeal remains on target throughout the development process

Total Interior prototypes have been completed and shipped to GM

Refining engineering designs with GM to harmonize total interior with overall vehicle aesthetics

Interiors feature several Lear innovations integrated as a vehicle system for the first time

Spray PUR TM seamless polyurethane coating on instrument panelSonotec lightweight acoustical productsFlexible seating architecture

Ongoing studies confirm that consumer appeal remains on target throughout the development process

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Real Time Access on the Performance of Real Time Access on the Performance of Complete Portfolio of BusinessComplete Portfolio of Business

AmericasGlobal Lear Program Management Process (LPMP)

Customers

30 + 17 + 289 + 34 + 1100 = “One LEAR”

AcquisitionsFacilities

CountriesPrograms

Current Functionality:Timing PlansSupplier StatusOpen IssuesFinancial Status

Current Functionality:Timing PlansSupplier StatusOpen IssuesFinancial Status

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Customer Service

Operational Excellence

Product Innovation & Growth

Commercial Responsibility

Teamwork

Customer Service

Operational Excellence

Product Innovation & Growth

Commercial Responsibility

Teamwork

Americas2004 Plan

Leverage Leadership Position in Total InteriorsLeverage Leadership Position in Total Interiors

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International Review

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InternationalEurope & Asia Business Summary

Top 5 Customers

Ford Group

GM Group

BMW

PSA

Fiat

* Includes African operations

Represents approximately one-third of global salesOperations in 27 countries

Europe*: 35K employees94 facilities

Asia: 7K employees26 facilities

PPM: 36% improvement

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InternationalWestern Europe Market Share Rankings

Source: Internal Market Share Study and 2004 estimates of outsourced IP/cockpit market.

• Seat Systems #1 27%

• Electrical Distribution Systems #3 14%

• Headliners #3 13%

• Instrument Panels / Cockpits #4 8%

• Door Panels #5 7%

• Seat Systems #1 27%

• Electrical Distribution Systems #3 14%

• Headliners #3 13%

• Instrument Panels / Cockpits #4 8%

• Door Panels #5 7%

ProductProduct RankRank ShareShare

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InternationalProduct On Top Selling Vehicles in Western Europe

Source: Based on available company and industry data

On 23 of 30 TopOn 23 of 30 Top--Selling Vehicles in Western EuropeSelling Vehicles in Western Europe

1 Peugeot - 206 11 Mercedes C-class 21 Opel - Zafira

2 VW - Golf 12 Audi - A4 22 Citroen - C3

3 Ford - Focus 13 Ford - Fiesta 23 VW - Seat Ibiza

4 Peugeot - 307 14 Renault - Scenic 24 Opel - Vectra

5 BMW - 3 Series 15 Renault - Laguna 25 Citroen - Xsara

6 Opel - Astra 16 Ford - Mondeo 26 Fiat - Stilo

7 Opel - Corsa 17 VW - Polo 27 BMW - 5 Series

8 Renault - Clio 18 Mercedes E-class 28 BMW - Mini

9 VW - Passat 19 Citroen - Xsara Picasso 29 Audi - A6

10 Fiat - Punto 20 Renault - Megane 30 Mercedes A-class

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2002 2003 2004 Target

68%Improvement

InternationalPPM’s

Parts Per Million (PPM) Defective*

* Based on internal and customer data

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U.S. data for seats supplied by Lear’s European plants

21% improvement from 2002

Independent J.D. Power Survey Shows Solid Independent J.D. Power Survey Shows Solid Improvement in Lear’s European TGWImprovement in Lear’s European TGW

Source: 2003 J.D. Power Seat Survey

Lear’s 2003 J.D. PowerLear’s 2003 J.D. PowerResults for Lear EuropeResults for Lear Europe

7.1

5.6

2002 2003

Things Gone Wrong (TGW)per 100 vehicles

InternationalJ.D. Power Seat Survey Shows Improvement for European Seats

21% Improvement

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Global Value Achievement Award

“Supplier of the Year”

2003 Presidents Award

Green Partner Award

Quality Master Awards

Fortune Magazine Ranked Lear as World’s Most Admired Automotive Supplier for Second Consecutive Year

International Recent Industry Awards & Recognition

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InternationalSales Backlog

Sales BacklogSales Backlog(billions)(billions)

$1.4

$1.8

2004 - 2006 2004 - 2008

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

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High quality producer with technical expertise

Improves overall competitiveness in electrical/electronics market

Provides avenue for growth and customer diversification

Acquisition Consistent with our Acquisition Consistent with our Electrical/Electronics StrategyElectrical/Electronics Strategy

Grote & HartmannGrote & Hartmann****Electrical/Electronics Global Market Opportunity*

InternationalElectrical/Electronics Market

Wire Harness/ Terminals & Connectors

Add Body Electronics & Mechatronics

Add Safety Electronics

Add Audio, Infotainment

& Other

$18$25

$28

$44

(in billions)

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

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Eleven joint ventures

4,000 employees

InternationalLear China Overview

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

Nanjing- Fiat

Nanchang- Isuzu, Suzuki, Ford

Chongqing- ChangAn, Suzuki- Ford

Wuhan (2)- Citroen- Renault/Nissan

Shiyan / Xiangfan- Nissan

Nanjing- Fiat

Nanchang- Ford , Isuzu

Chongqing- ChangAn, Suzuki,

-

Ford

Wuhan (2)- Citroen- Renault/Nissan

Shiyan / Xiangfan- Nissan

ChangChun- Audi

ShenyangBMW-

Shanghai (3)- SGM, SVW

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InternationalEurope & Asia 2004 Plan

Provide ‘World Class’ Value to Provide ‘World Class’ Value to Customers and ShareholdersCustomers and Shareholders

Exceed Customer Requirements

Continue to Improve Quality and Customer Satisfaction

Leverage Existing Infrastructure

Grow Market Share & Improve BusinessStructure

Aggressively Grow Business with Asian OEMs

Exceed Customer Requirements

Continue to Improve Quality and Customer Satisfaction

Leverage Existing Infrastructure

Grow Market Share & Improve BusinessStructure

Aggressively Grow Business with Asian OEMs

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Financial Review

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Leveraging our Total Interior Capabilities to Deliver Leveraging our Total Interior Capabilities to Deliver Value to our Customers and ShareholdersValue to our Customers and Shareholders

Financial ReviewFinancial Highlights - Full Year 2003

Record net sales of $15.75 billion, up 9% from 2002

Net income of $5.55 per share, up 19% from 2002*

Return on invested capital** increased to 10.6%

Strong free cash flow**of $509 million

Net debt** to capital ratio improved to 45.8%, lowest level in 10 years

Record net sales of $15.75 billion, up 9% from 2002

Net income of $5.55 per share, up 19% from 2002*

Return on invested capital** increased to 10.6%

Strong free cash flow**of $509 million

Net debt** to capital ratio improved to 45.8%, lowest level in 10 years

* Excluding the cumulative effect of a change in accounting for goodwill of $4.46 per share in 2002.** 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. For further information onthese measures, as well as return on invested capital, please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation.

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Meeting Our Commitments and Meeting Our Commitments and Delivering Shareholder ValueDelivering Shareholder Value

Financial Review Financial Priorities

We are focused on:

Profitable growth

Improving ROIC

Generating cash

Financial discipline

We are focused on:We are focused on:

Profitable growth

Improving ROIC

Generating cash

Financial discipline

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$3.1

$4.7

$6.2$7.3

$9.1

$12.4

$14.1 $13.6$14.4

$15.7

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Financial ReviewFocused Strategy has Supported Rapid Growth

Net sales have steadily increased since IPO to about $15.7 billion today17 major acquisitions during the 1990’s 60% acquisition growth40% organic growth

No strategic hole in Lear’s product line upLear ranks 129 among the Fortune 500 and is the 23rd

fastest growing company in the U.S. over the last ten years

SALESCAGR20%

Net Sales(in billions)

Net Income

CAGR 23%

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Comprehensive Approach to Profitably Comprehensive Approach to Profitably Growing Our BusinessGrowing Our Business

Financial ReviewGrowth Strategy

Deliver record sales backlog

Pursue strategic acquisitions

Accelerate new product innovations

Win new total interior integrator programs

Continue to form alliances and joint ventures

Deliver record sales backlog

Pursue strategic acquisitions

Accelerate new product innovations

Win new total interior integrator programs

Continue to form alliances and joint ventures

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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

Sales Backlog*

(in billions)Major New BusinessMajor New Business

Three-Year Five-Year

Financial ReviewRecord Backlog Supports Continued Growth

Record Backlog Supports Continued Growth and Record Backlog Supports Continued Growth and Diversification of SalesDiversification of Sales

$4.4

$3.0

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

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Financial ReviewGrote & Hartmann Acquisition

Total transaction value: $220 million

Headquarters: Wuppertal, Germany; 1,900 employees

Major products: terminals & connectors and junction boxes

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

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

Total transaction value: $220 million

Headquarters: Wuppertal, Germany; 1,900 employees

Major products: terminals & connectors and junction boxes

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

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

Acquisition Expected to be Slightly Accretive in 2005Acquisition Expected to be Slightly Accretive in 2005

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Financial ReviewStrategic Joint Ventures Position Lear for Growth

Asian JVsChina 11 *India 1 *Thailand 1 *Japan 2 **

Total 15

- - - -* Manufacturing JVs** Sales and Engineering JVs

Asia

15

North

America

11

Europe

3

29 Global Strategic Joint Ventures

12 Consolidated / 17 Non-consolidated

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Financial ReviewReturn on Invested Capital Improving

Trailing Twelve Month ROICTrailing Twelve Month ROIC**

8.0%

8.5%

9.0%

9.5%

10.0%

10.5%

11.0%

1Q2001

2Q2001

3Q2001

4Q2001

1Q2002

2Q2002

3Q2002

4Q2002

1Q2003

2Q2003

3Q2003

4Q2003

8.5%8.5%

10.6%10.6%

9.8%9.8%

* Return on Invested Capital (ROIC) represents income before restructuring charges, amortization, interest, other expense and income taxes times (1 - effective tax rate) divided by average invested capital. Average invested capital is the sum of total assets, sold accounts receivable and the present value of operating leases (assuming a discount rate of 10%) less the sum of accounts payable and drafts and accrued liabilities, based on the account values on the last day of the prior four quarters. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.

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$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

* UTA acquisition 5/99** Includes ABS debt 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. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.

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

Financial ReviewContinuing to Reduce Our Net Debt

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

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Financial ReviewHow Investors View Our Performance

GROWTHEight consecutive quarters of higher year-over-year sales

RETURNSMargins flat year over year, due to tough production/mix environmentROIC steadily improved from 2001 to 2003

RISKDeleveraging balance sheet – lowest leverage in 10 yearsConsistent results and “No Surprises” over past eight quartersInitiated dividend program

INTANGIBLESCompany is delivering on strategy Improving quality, validated by J.D. Power SurveyProactive manufacturing capacity/efficiency actionsCompany rated “Most Admired” auto supplier in Fortune survey

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Financial Review2004 Guidance - Net Income Per Share**

Full Year EPS Guidance Remains UnchangedFull Year EPS Guidance Remains Unchanged

2002 2003 2004 Guidance

$0.70* $1.01

$4.65*

$5.55 $5.85$6.25

First Quarter

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 $4.50 per share in the first quarter of 2002 and $4.46 per share in the full year of 2002.

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

$1.30

Second Quarter $1.27$1.54

$1.65 to

$1.55

Net Sales $14.4B $15.7B $16.6B

ADVANCE RELENTLESSLY™

www.lear.comLEA

NYSEListed

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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 certain non-GAAP financial measures. These measures include “free cash flow,” “ROIC” and “net debt.” 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. ROIC represents income before restructuring charges, amortization, interest, other expense and income taxes times (1 - effective tax rate) divided by average invested capital. Average invested capital is the sum of total assets, sold accounts receivable and the present value of operating leases (assuming a discount rate of 10%) less the sum of accounts payable and drafts and accrued liabilities, based on the account values on the last day of the prior four quarters. Net debt represents total debt plus utilization under 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 free cash flow is useful in analyzing the Company’s ability to service and repay its debt. Management believes that ROIC is a commonly used measure that provides useful information regarding the efficiency with which the Company’s assets are deployed. Management believes that net debt provides useful information regarding a company’s financial condition. Further, management uses these non-GAAP measures for planning and forecasting in future periods.

Neither free cash flow, ROIC nor net debt should be considered in isolation or as substitutes for 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.

Use of Non-GAAP Financial Information

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2003 2002Free cash flow

Net cash provided by operating activities $ 586.3 $ 545.1

Net change in sold accounts receivable 298.1 122.2

Net cash provided by operating activities before net change in sold accounts receivable 884.4 667.3

Capital expenditures ( 375.6 ) ( 272.6 )

Free cash flow $ 508.8 $ 394.7

Twelve Months(in millions)

Use of Non-GAAP Financial InformationFree Cash Flow

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2001 2000 1999Free cash flow

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

Net change in sold accounts receivable ( 245.0 ) ( 21.2 ) 10.4

Net cash provided by operating activities before net change in sold accounts receivable 584.8 731.9 570.7

Capital expenditures ( 267.0 ) ( 322.3 ) ( 391.4 )

Free cash flow $ 317.8 $ 409.6 $ 179.3

(in millions)

Use of Non-GAAP Financial InformationFree Cash Flow

Twelve Months

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Use of Non-GAAP Financial InformationReturn on Invested Capital

Q4 2003 Q4 2001 Q1 2001Income before restructuring charges,amortization, interest, other expenseand income taxes

Income before income taxes $ 534.2 $ 89.9 $ 395.9Restructuring charges - 159.3 4.2Amortization - 90.2 90.1Interest expense 186.6 254.7 313.9Other expense, net 52.0 85.8 44.1

Income before restructuring charges,amortization, interest, other expenseand income taxes $ 772.8 $ 679.9 $ 848.2(return on invested capital earnings)

(in millions) Twelve Months

Note: Income before restructuring charges, amortization, interest, other expense and income taxes is used to calculate return on invested capital.

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(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 1999

Use of Non-GAAP Financial InformationNet Debt

December 31,

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

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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 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 outcome of legal or regulatory proceedings, unanticipated changes in cash flow and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings.

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 the following assumptions: (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 backlog.

Statements regarding the anticipated timing and impact of the Grote & Hartmann acquisition are also included. Actual events or results may differ materially from anticipated events or results as a result of certain risks and uncertainties, including, but not limited to, whether or not the conditions to the completion of the transaction are satisfied, the possibility that the transaction will not close, the timing of the closing of the transaction and Lear’s ability to successfully integrate Grote & Hartmann’s operations.

In addition, the full year net income per share guidance is based on assumed 71.0 million shares outstanding and does not reflect the potential dilutive impact of the 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