8-K

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): January 27, 2003

LEAR CORPORATION

(Exact name of Registrant as specified in its charter)

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

21557 Telegraph Road, Southfield, Michigan
(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

EX-99.1 Press release issued January 27, 2003

EX-99.2 Slides from webcast call January 27, 2003

Item 5. Other Events and Regulation FD Disclosure

     On January 27, 2003, Lear Corporation issued a press release reporting its financial results for the fourth quarter and full year of 2002 and updating its earnings guidance for 2003. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

     On January 27, 2003, Lear Corporation made available the slides attached hereto as Exhibit 99.2 in a webcast of its fourth quarter and year-end earnings call. Exhibit 99.2 is incorporated by reference herein.

Item 7. Financial Statements and Exhibits

    (c) Exhibits

99.1	Press release issued January 27, 2003, filed herewith.
99.2	Slides from the Lear Corporation webcast of its fourth quarter and year-end earnings call made on January 27, 2003, filed herewith.

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: January 27, 2003	By: /s/ David C. Wajsgras
	Name: David C. Wajsgras
	Title: Senior Vice President and
	Chief Financial Officer

Exhibit Index

Number	Description
99.1	Press release issued January 27, 2003, filed herewith.
99.2	Slides from the Lear Corporation webcast of its fourth quarter and
	year-end earnings call made on January 27, 2003, filed herewith.

EX-99.1 3 k74249exv99w1.htm EX-99.1 PRESS RELEASE ISSUED JANUARY 27, 2003

EXHIBIT 99.1

Lear Reports Record Fourth-Quarter and Full-Year Net Sales;
Provides First-Quarter and Full-Year 2003 Earnings Guidance

     Southfield, Mich., January 27, 2003 — Lear Corporation [NYSE: LEA], the world’s largest automotive interior systems supplier, today reported its financial results for the fourth quarter and full year of 2002 and updated its earnings guidance for 2003.

Fourth-Quarter Highlights:

• Delivered record fourth-quarter net sales of $3.8 billion, up 10%

• Earned $1.76 per share, up 18% from prior year’s adjusted basis

• Generated strong free cash flow of $171 million

• Awarded first-ever total interior integrator program by General Motors

• Improved quality for third straight year in J.D. Power 2002 Seat Quality Report™

     For the fourth quarter of 2002, Lear posted net sales of $3.8 billion, operating income of $246.8 million and net income of $118.0 million, or $1.76 per share. For the fourth quarter of 2001, Lear reported net sales of $3.4 billion, operating income of $68.6 million and net loss of $48.8 million, or $0.76 per share. Excluding non-recurring items and goodwill amortization for the fourth quarter of 2001, Lear had adjusted operating income of $217.8 million and adjusted net income of $97.8 million, or $1.49 per share.

     “The Lear business model is based on understanding our customers’ needs and consistently exceeding their expectations,” said Bob Rossiter, chairman and chief executive officer of Lear Corporation. “Continued quality improvement, solid financial results and growth in our sales backlog, as well as the industry awards and customer recognition we have received, all indicate that our strategy is working.”

(more)

     Rossiter continued, “Without question, the major news from the fourth quarter was the award of the first-ever total interior integrator program from General Motors. This development, as well as new business with Asian automakers, led to an increase in our five-year sales backlog from $3.6 billion to $4.0 billion.”

     Net sales and operating income for the fourth quarter rose 10% and 13%, respectively, compared with the year-ago adjusted results, reflecting higher vehicle production in North America, the addition of new business globally and a stronger Euro, partially offset by lower Western European production and platform mix. Earnings per share were up 18% from comparable results a year ago, driven by higher sales, operating efficiencies and lower interest expense. Lear generated free cash flow of $170.5 million during the quarter, a result of the strong earnings performance.

2002 Full-Year Results

     For the full year, Lear posted record net sales of $14.4 billion, up 6% from 2001, reflecting higher vehicle production in North America and the addition of new business globally, partially offset by lower production levels in Western Europe and South America and unfavorable mix. Reported operating income for 2002 was $743.1 million, and net income was $13.0 million, or $0.19 per share. Excluding the cumulative effect of a change in accounting for goodwill, net income was $311.5 million, or $4.65 per share.

     Compared with 2001, adjusted operating income rose $63.2 million. Adjusted earnings per share were up $0.92, or 25%, reflecting higher sales, operating efficiencies and lower interest expense. For 2002, free cash flow was $394.7 million, allowing the Company to further reduce its debt.

2003 Outlook

     For the first quarter of 2003, the Company estimates net sales will be up 6% to 8% from the year-earlier period, reflecting the addition of new business and a stronger Euro. Higher industry production in North America is expected to offset lower industry production and unfavorable mix in Western Europe. We currently project a corporate tax rate of 30% for 2003. Given these assumptions, we expect earnings in the range of $0.90 to $1.00 per share, capital spending of approximately $100 million and free cash flow of approximately $50 million.

     For the full year, the Company estimates net sales to be approximately $15 billion, compared with $14.4 billion in 2002. The increase primarily reflects the addition of new business globally and a stronger Euro, partially offset by lower vehicle production in North America (16.0 million units versus 16.4 million units); Western Europe is expected to be essentially flat at around 16 million units. Given this industry outlook and our lowered tax rate, we expect earnings in the range of $5.20 to $5.40 per share. Full year capital spending is forecast at approximately $300 million and free cash flow is estimated to be approximately $400 million.

2

     Lear Corporation, a Fortune 150 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 $14.4 billion in 2002, Lear is the world’s largest automotive interior systems supplier. The company’s world-class products are designed, engineered and manufactured by 115,000 employees in more than 300 facilities located in 33 countries. Additional information about Lear and its products is available on the Internet at www.lear.com.

     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, increases in warranty costs, risks associated with conducting business in foreign countries, fluctuations in currency 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, unanticipated changes in free cash flow and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. These forward-looking statements are made as of the date hereof, and Lear does not assume any obligation to update them.

# # # #

3

Lear Corporation and Subsidiaries
Consolidated Statements of Income
(In millions, except per share amounts)

	Three Months Ended
	December 31, 2002				December 31, 2001
	Reported		Adjusted		Reported					Adjusted (j)
Net sales	$	3,760.4	$	3,760.4	$	3,405.0				$	3,405.0
Cost of goods sold		3,386.3		3,386.3		3,206.7		(b	)		3,065.3
Selling, general and administrative expenses		127.3		127.3		129.7		(b	)		121.9
Amortization of goodwill		—		—		23.0		(c	)		—
Interest expense		50.6		50.6		61.3					61.3
Other expense, net		18.7		18.7		23.7		(d	)		12.5
Income (loss) before income taxes		177.5		177.5		(39.4	)				144.0
Income taxes		59.5		59.5		9.4		(b-d	)		46.2
Net income (loss)	$	118.0	$	118.0	$	(48.8	)			$	97.8
Diluted net income (loss) per share	$	1.76	$	1.76	$	(0.76	)			$	1.49
Weighted average number of shares outstanding — diluted		67.1		67.1		64.2					65.6

		Twelve Months Ended
		December 31, 2002						December 31, 2001
		Reported				Adjusted (i)		Reported				Adjusted (j)
Net sales		$	14,424.6			$	14,424.6	$	13,624.7			$	13,624.7
Cost of goods sold			13,164.3				13,164.3		12,589.9	(b,e	)		12,443.5
Selling, general and administrative expenses			517.2				517.2		514.2	(b,e	)		501.3
Amortization of goodwill			—				—		90.2	(c	)		—
Interest expense			214.0				214.0		270.9	(f	)		267.9
Other expense, net			60.6				60.6		69.6	(d,g,h	)		54.7
Income before income taxes and cumulative effect of a change in accounting principle			468.5				468.5		89.9				357.3
Income taxes			157.0				157.0		63.6	(b-h	)		114.0
Income before cumulative effect of a change in accounting principle			311.5				311.5		26.3				243.3
Cumulative effect of a change in accounting principle, net of tax			298.5	(a	)		—		—				—
Net income		$	13.0			$	311.5	$	26.3			$	243.3
Diluted net income per share
	Income before cumulative effect of a change in accounting principle	$	4.65			$	4.65	$	0.40			$	3.73
	Cumulative effect of a change in accounting principle		4.46	(a	)		—		—				—
Diluted net income per share		$	0.19			$	4.65	$	0.40			$	3.73
Weighted average number of shares outstanding — diluted			67.1				67.1		65.3				65.3

(a) - (j) See additional disclosures

4

Lear Corporation and Subsidiaries
Additional Disclosures

     The Company has included Adjusted financial information because management believes that the information may be useful to investors in assessing the Company’s operating performance on a comparable basis between the 2002 and 2001 periods. The Company also uses this information for this purpose. However, the Adjusted financial information should not be viewed as a substitute for financial measures determined under generally accepted accounting principles. Also, certain amounts in the 2001 financial statements have been reclassified to conform to the presentation used in 2002.

(a)	On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” Under this statement, goodwill is no longer amortized but is subject to annual impairment analysis (see note (c)). The Company’s initial impairment analysis compared the fair values of each of its reporting units, based on discounted cash flow analyses, to the related net book values. As a result, the Company recorded impairment charges of $310.8 million ($298.5 million after-tax or $4.46 per share) as of January 1, 2002. These charges are reflected as a cumulative effect of a change in accounting principle, net of tax in the consolidated statement of income for the year ended December 31, 2002.
(b)	In December 2001, the Company recorded severance, asset impairment and other facility closure charges of $149.2 million ($110.2 million after-tax or $1.68 per share for the fourth quarter and $1.69 per share for the full year) related to restructuring plans.
(c)	The three month and twelve month 2001 “Reported” results have not been restated to reflect the elimination of amortization of goodwill under SFAS No. 142, “Goodwill and Other Intangible Assets.” The three month and twelve month 2001 “Adjusted” results have been presented as if SFAS No. 142 had been adopted as of January 1, 2001. The amortization of goodwill was $23.0 million ($26.1 million after-tax or $0.39 per share) for the three months ended December 31, 2001 and $90.2 million ($83.2 million after-tax or $1.28 per share) for the twelve months ended December 31, 2001.
(d)	In the fourth quarter of 2001, the Company completed the sales of a plastics molding facility in Sweden, an interior acoustics facility in the U.S. and the metal seat frame portion of a facility in Poland. These sales were completed for $5.9 million and, combined with favorable post-closing settlements on prior dispositions, resulted in a net loss of $11.2 million ($10.3 million after-tax or $0.16 per share for the fourth quarter and full year).
(e)	During 2001, the Company completed actions to reduce its cost base. The non-recurring costs, comprised of severance costs less the associated savings, were recorded in cost of goods sold and selling, general and administrative expenses in the amounts of $5.0 million and $5.1 million, respectively. The net after-tax charge related to these severance actions was $6.1 million or $.09 per share.
(f)	During the first quarter of 2001, the Company made the initial draws under an asset-backed securitization. Approximately $3.0 million in non-recurring expenses were incurred as a result of the transaction. The after-tax impact of these expenses was $1.8 million or $0.03 per share.
(g)	In March 2001, the Company completed the sale of its Spanish wire business for $35.5 million, resulting in a gain of $12.4 million ($5.6 million after-tax). This gain was partially offset by a $3.1 million charge recorded to write down certain long-lived assets to net realizable value. The net result of these transactions was a $9.3 million gain ($2.5 million after-tax of $0.04 per share).
(h)	On March 31, 2002, the Company adopted SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections.” Under this statement, gains and losses associated with the extinguishment of debt are no longer classified as extraordinary. As such, the redemption premium and the write-off of deferred financing fees of $12.0 million ($7.3 million after-tax or $0.11 per share) related to the Company’s redemption of its 9.50% subordinated notes due 2006 in August 2001 and the write-off of deferred financing fees of $1.0 million ($0.6 million after-tax or $.01 per share) related to the Company’s amendment and restatement of its $2.1 billion credit agreement in March 2001 are included in other expense, net in the consolidated statement of income for the twelve months ended December 31, 2001.
(i)	Excludes the impact of item (a) above.
(j)	Excludes the impact of items (b) through (h) above.

5

Lear Corporation and Subsidiaries
Consolidated Balance Sheets
(In millions)

		December 31, 2002		December 31, 2001
ASSETS
Current:
	Cash and cash equivalents	$	91.7	$	87.6
	Accounts receivable, net		1,508.0		1,392.8
	Inventories		489.7		440.3
	Recoverable customer engineering and tooling		153.2		191.6
	Other		265.1		254.5
			2,507.7		2,366.8
Long-Term:
	PP&E, net		1,710.6		1,715.7
	Goodwill, net		2,860.4		3,139.5
	Other		404.3		357.2
			4,975.3		5,212.4
Total Assets		$	7,483.0	$	7,579.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current:
	Short-term borrowings	$	37.3	$	63.2
	Accounts payable and drafts		1,966.4		1,982.9
	Accrued liabilities		1,037.6		1,007.2
	Current portion of long-term debt		3.9		129.5
			3,045.2		3,182.8
Long-Term:
	Long-term debt		2,132.8		2,293.9
	Other		642.7		543.4
			2,775.5		2,837.3
Stockholders’ Equity:			1,662.3		1,559.1
Total Liabilities and Stockholders’ Equity		$	7,483.0	$	7,579.2

6

Lear Corporation and Subsidiaries
Supplemental Data
(Unaudited; in millions, except content per vehicle data)

	Three Months Ended
	December 31, 2002		December 31, 2001
Net Sales
U.S. and Canada	$	2,187.9	$	1,958.5
Europe		1,203.0		1,094.9
Rest of World		369.5		351.6
Total	$	3,760.4	$	3,405.0
Reported
Operating income	$	246.8	$	68.6
Goodwill amortization		—		(23.0	)
Operating income after amortization	$	246.8	$	45.6
Adjusted
Operating income	$	246.8	$	217.8
Content Per Vehicle*
North America	$	606	$	572
Western Europe		290		256
South America		74		90
Depreciation	$	78.0	$	74.8
Capital Expenditures	$	99.3	$	109.6

	Twelve Months Ended
	December 31, 2002		December 31, 2001
Net Sales
U.S. and Canada	$	8,507.3	$	7,932.7
Europe		4,466.1		4,261.9
Rest of World		1,451.2		1,430.1
Total	$	14,424.6	$	13,624.7
Reported
Operating income	$	743.1	$	520.6
Goodwill amortization		—		(90.2	)
Operating income after amortization	$	743.1	$	430.4
Adjusted
Operating income	$	743.1	$	679.9
Content Per Vehicle*
North America	$	577	$	572
Western Europe		262		240
South America		82		99
Depreciation	$	301.0	$	302.0
Capital Expenditures	$	272.6	$	267.0

* Content Per Vehicle for 2001 has been updated to reflect actual production levels.

# # # #

7 EX-99.2 4 k74249exv99w2.htm EX-99.2 SLIDES FROM WEBCAST CALL JANUARY 27, 2003

Exhibit 99.2

Fourth Quarter and Full Year 2002 Earnings Review and Guidance for 2003 a d v a n c e r e l e n t l e s s l y January 27, 2003 1

Agenda I. Strategic Overview Bob Rossiter, Chairman & CEO II. Customer Focus Driving Growth Jim Vandenberghe, Vice Chairman III. Financial Review and 2003 Outlook Dave Wajsgras, SVP & CFO IV. Q & A

Strategic Overview

1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 $ In Billions 3.1 4.7 6.2 7.3 9.1 12.4 14.1 13.6 Seating Overheads Door Panels Floor and Acoustics Instrument Panels Electronics We've Steadily Increased our Automotive Interior Capabilities Transformation from Seat Manufacturer to Integrator of Complete Automotive Interiors Total Automotive Interior Capability

Becoming a Systems Integrator Means Moving... INTERNAL FOCUS SUPPLIER SPECIFICATIONS PIECE PRICE CONTRACTS BUILD-TO-PRINT OPERATING EFFICIENCY MANUFACTURER CUSTOMER FOCUS STRATEGIC PARTNER COLLABORATIVE APPROACHES VALUE-ADDED SERVICES FULL R&D CAPABILITY SUPPLY-CHAIN MANAGEMENT SYSTEMS INTEGRATOR From To

Business Environment Overall Market Stable U.S. and W. Europe economic situation Equity markets "nervous" about geopolitical events Automotive Sector 'Trend' N.A. production outlook -- 16 million units Keen OEM focus on improving interiors Increasingly cooperative OEM initiatives Beginning to move toward total interiors outsourcing; led by GM "The Lear Advantage" Experienced and motivated team Continuous improvements in quality Leading global market position Total interior capability Financial returns improving with strong cash flow

2002 Highlights A Focus on the Customer... and Cash Continued to improve quality Further strengthened customer relationships Awarded first-ever total interior integrator program by General Motors Growing our business with Asian OEMs; Backlog now at highest level ever Delivered record net sales and solid financial results overall Continued to generate cash and reduce our debt Another Year of Solid Operating and Financial Performance; Lear is Well Positioned for Growth Going Forward

Customer Focus Driving Growth

Global Business Strategy North America - Leverage our leadership position in total interiors Europe - Improve our business structure and grow our market share Rest of World - Aggressively expand our presence with Asian OEMs Pursue Profitable Growth Worldwide

Lear Strategic Roadmap - - Advance Relentlessly Revenue and Earnings Growth Seats Total Interior Capabilities Interior Integration Lear Operating Strengths Leading Global Market Position Diversified Customer Base Solid Reputation for Quality Outstanding Customer Relationships Premier Automotive Supplier Lear Financial Strengths Strong Sales Backlog Revenue and Earnings Growth Strong Free Cash Flow

2003 Lear Product Launch Highlights General Motors Cadillac XLR Seats, electronics Chevrolet Malibu Electronics GMC Envoy XUV Door panels, mid-gate, console Pontiac Grand Prix Seats, electronics Buick Ranier Door panels, console Cadillac SRX Seats, interior trim, flooring, dash insulator, lift-gate European OEMs Opel Vectra Seats, trim, electronics Saab 9-3 Seats, I/P, electronics, interior trim Fiat Punto Seats, interior trim Citroen C2 Seats Asian OEMs Nissan Maxima Interior trim Mazda RX-8 Total interior (Systems Integrator) Volvo XC 90 Seats, I/P, door panels, electronics Toyota Sienna Seats, door panels

Lear Product Highlights Seats Flooring Interior Trim Dash Insulator Lift-gate Cadillac SRX

Lear Product Highlights Seats Door Panels Flooring Cockpit Assembly Ford F-Series

Lear Product Highlights Seats Flooring Overhead Electronics Dash Insulator Dodge Durango

Lear Product Highlights Seats Door Panels Electronics Instrument Panel Volvo XC 90

Lear Product Highlights Seats Door Panels Toyota Sienna

Backlog Grows to $4 Billion Total interior integrator program New business with Asian OEMs Growing electronics New IP and cockpit programs 1998 1999 2000 2002 Status 2003 Status TGR 12.4 11.8 10.5 3.6 4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Five Year Sales Backlog ($ Billions) Major Areas of Growth 2002 - 2006 Status 2003 - 2007 Status

Examples of Growth in the Backlog Leveraging Total Interior Capability to Win New Business Hyundai Sonata/Santa Fe (Seats, electrical) Honda Pilot/Element (Overhead, electrical, floor & acoustics) Nissan Maxima (Interior trim) First program of this type ever awarded by General Motors DCX C-Segment/Dakota (Instrument panels) Volvo V70 (Cockpit assembly) Chevrolet Impala (Wiring) Saturn ION (Wiring, switches) Ford Taurus, Sportrac, Ranger (Smart junction box) New Business w/ Asian OEMs Electronics IPs and Cockpits Total Interior Integrator

Lear Progressing from Systems Integrator to Total Interior Integrator Total Interior Integrator (TI) Systems Integrator Design OEM Lead Supplier Lead Engineering Shared Supplier Lead Sourcing OEM Directed Supplier Lead Manufacturing Supplier Supplier Sub-Assembly Supplier Supplier Sequencing Supplier Supplier A single supplier responsible for the design, engineering, sourcing, integration, manufacturing, sub-assembly and sequencing of the total vehicle interior (excluding certain directed items such as HVAC, safety and restraints, etc.)

Design phase well underway -- clay models presently being developed by Lear Sourcing matrix being developed by Lear Lear Selected as Total Interior Integrator for Next Generation Buick LeSabre / Cadillac DeVille Estimated annual Lear net sales of $825 million Lear to provide total interior, including electrical distribution system Lear content to be produced in existing facilities Status Key Program Physicals This Award Recognizes Lear's Full Capabilities

Financial Review and 2003 Outlook

Financial Review Financial Highlights - Full Year 2002 Record net sales of $14.4 billion, up 6% from 2001 Earnings of $4.65 per share, up 25% from prior year * Operating margin of 5.2%, up 20 basis points Return on invested capital near 10%, up 150 basis points Strong free cash flow of $395 million Net debt to capitalization ratio improved by 5 percentage points to 58% Another Year of Solid Financial Performance * Adjusted basis

Net Sales $ 3,760.4 $ 3,405.0 $ 3,405.0 Operating Income $ 246.8 $ 68.6 $ 217.8 O/I Margin 6.6 % 2.0 % 6.4 % Net Income $ 118.0 $ ( 48.8 ) $ 97.8 EPS $ 1.76 $ ( .76 ) $ 1.49 SG&A % of Sales 3.4 % 3.8 % 3.6 % Interest Expense $ 50.6 $ 61.3 $ 61.3 Other Expense, Net $ 18.7 $ 23.7 $ 12.5 Vehicle Production (000) North America 3,942 3,837 Western Europe 3,811 4,039 Financial Highlights - Fourth Quarter 2002 Fourth Quarter 2002 Reported/Adjusted Reported Adjusted * ($ in millions, except EPS) Financial Review Fourth Quarter 2001 Fourth Quarter record * Excludes impact of goodwill amortization, restructuring charge and divestitures

Industry Vehicle Production N.A. 6% W.E. (1)% S.A. (22)% Industry Vehicle Production N.A. 3% W.E. (6)% S.A. 16% Financial Review 4Q02 versus 4Q01 - Change in Operating Income Total Change Worldwide Prod. & Mix Currency and Related Divestitures Global New Business East 29 6 4 0.1 19 . $ Millions $29M $4M $19M $6M NM Change in Net Sales $355M $(30)M $90M $(5)M $300M

Net Income $ 118 $ 312 ** Depreciation 78 301 Working Capital / Other 74 55 Cash from Operations * $ 270 $ 668 Capital Expenditures (99 ) (273 ) Free Cash Flow * $ 171 $ 395 Fourth Qtr (mils) Financial Review Strong Free Cash Flow Full Year (mils) * Includes $16 million to fund restructuring actions during the quarter and $64 million for the full year; excludes impact of sales of receivables ** Excludes impact of goodwill impairment 2002

Financial Review Continuing to Reduce Our Net Debt Aggressively Reducing Our Debt 1999* 2000 2001** 2002** Net Debt 3.4 3 2.7 2.3 Debt/Cap 0.7 0.65 0.63 0.58 North 45.9 46.9 45 43.9 Free Cash Flow $179M $408M $318M $395M $ Billion Net Debt * UTA acquisition 5/99 ** Includes ABS debt of $261 million in 2001 and $189 million in 2002 (implemented in 2001). Net Debt/Capitalization

Financial Review Fourth Quarter Content Per Vehicle is up. . . With Major 2002 Launches Now in Place, Growth in Content per Vehicle Resumes 4Q 2001 4Q 2002 3rd Qtr 4th Qtr East 572 606 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 North America 4Q 2001 4Q 2002 3rd Qtr 4th Qtr East 256 290 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Western Europe Up 6% Up 13%

Financial Review Continuing Our Trend of Annual CPV Growth Lear Has a Track Record of Content per Vehicle Growth 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 North America 94 112 169 227 292 320 369 478 570 600 635 Western Europe 19 34 44 92 109 123 176 227 250 280 310 North 45.9 46.9 45 43.9

Present Backlog (millions) 2003 $ 900 2004 700 2005 1,000 2006 900 2007 500 5 Year Total $ 4,000 Financial Review Growth to Continue with Strong Sales Backlog Backlog By Customer Big 3 45 % European 30 % Asian 25 % Backlog By Region North America 40 % Europe 45 % Rest of World 15 % Backlog By Product Seats 35 % Electronics 25 % Interiors 40 % Present Backlog is the Highest Absolute Level and Highest Percent of Annual Sales Ever

Financial Review Financial Impact of 'New' Backlog Profile Lear's Five Year Backlog Supports Improved Sales Diversification and Financial Returns Backlog Highlights Total interior integrator program Electrical components and electronics systems IPs and cockpits represent 25% Asian OEMs and transplants now 25% European and Asian regions growing the fastest Strategic / Financial Impact Validates leading position as a total interior supplier; neutral on operating margins and a plus for ROIC Electronics is the fastest growing 'product area' in the interior; high value added A growth opportunity; neutral to margins Supports priority emphasis on growing with Asian OEMs; margins similar to North American base business Improves Lear's customer and geographic mix; as European returns improve, positive shift for overall margins

Financial Review Profile of Lear's Joint Ventures Provide Lear with access to new markets, new customers, new technologies and new products 16 Non-consolidated JVs worldwide 8 in North America 6 in Asia 2 in Europe Supporting 11 customers, including The 'Big Three', BMW, Audi, Toyota, Honda, Nissan, Mitsubishi, Isuzu, and Hyundai Average Lear equity interest is 45% Consolidated Non-Consolidated 3rd Qtr 4th Qtr East 13 16 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Consolidated Non-consolidated 29 Joint Ventures Worldwide NON-CONSOLIDATED JVs

Financial Review Non-Consolidated Joint Ventures Growing Rapidly 2001 2002 2003 Estimate 4th Qtr Sales 593 635 725 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Annual Sales* (millions) 22% Growth 2002 - 2006 Status 2003 - 2007 Status 3rd Qtr 4th Qtr East 750 1250 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Up 67% Five Year Sales Backlog* (millions) Not included in our Reported Net Sales or the $4.0 Billion New Business Backlog * Sales represent 100% of Joint Ventures

Facility Closures 18 closures of the 21 planned completed to date 4 closures in the fourth quarter Overall closure plan proceeding on target Census Reductions Over 90% of planned separations completed by end of 2002 Cash Payments $90 million in total $16 million in fourth quarter, $72 million cumulative $64 million during 2002 Implementation of Restructuring Plan is Nearing Completion Financial Review Restructuring Update

Financial Review Pension Benefit Obligation (PBO) Status PBO & Unfunded PBO As of September 30 Unfunded PBO is manageable 7% of market cap < 1 year of Free Cash Flow 2,000 retirees covered by defined benefit plans 20% of active workforce covered by defined benefit plans Summary $ Millions Asset Returns (9)% (5)% 2001 2002 3rd Qtr 4th Qtr Unfunded PBO 101 177 90 20.4 PBO 212 220 34.6 31.6 North 45.9 46.9 45 43.9 NOTE: Measurement Date - September 30

Financial Review Pension & OPEB Update Cash Flow: (millions) Pension $ 35 $ 45 Healthcare 10 15 $ 45 $ 60 Expense: (millions) Pension $ 40 $ 50 Healthcare 22 35 $ 62 $ 85 2002 2003E Key Actuarial Assumptions: Discount Rate 8.00 % 7.50 % 6.75 %(1) Expected Return on Assets(2) 9.50 % 9.00 % 7.75 %(1) 2001 2000 (1) 7.0% for Canadian liabilities, approximately 1/3 of total. (2) EROA set in current year is used for next year's pension expense calculation. 2002

Financial Review Corporate Tax Rate Declining Strategic emphasis on proactive tax planning throughout the company Efficient management of Legal Entity structure Six Sigma discipline applied on a cross-functional basis - - process improvement maximizes opportunities Improving mix of Non-U.S. Earnings Factors Influencing Our Tax Rate 2002 Initial 2003 Guidance Current 2003 Guidance 4th Qtr Tax Rate 0.335 0.32 0.3 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9

2002 2003 16.4 16 2 North America (in millions) 2002 Actual 2003 Outlook 16.0 16.4 Financial Review 2003 Vehicle Production Assumptions 2002 2003 16.1 16 2 2002 Actual 2003 Outlook 16.0 16.1 Western Europe (in millions) 2003 Production Down in North America; Flat in Western Europe 37 Q1 4.1 Up 1% Q1 4.2 Down 3%

Financial Review 2003 Guidance First Quarter EPS Full Year EPS Net Sales up 6% to 8% 2001 2002 2003 4th Qtr East 0.53 0.7 0.9 20.4 West 0.1 31.6 North 45.9 46.9 45 43.9 Interest Expense $ 50 M $ 200 M Capital Expenditures $ 100 M $ 300 M Free Cash Flow $ 50 M $ 400 M 2001 2002 2003 4th Qtr East 3.73 4.65 5.2 20.4 West 0.5 31.6 North 45.9 46.9 45 43.9 (Note: Full year 2002 EPS excludes the impact of goodwill impairment of $298.5M after-tax; 2001 results exclude the impact of non-recurring items and goodwill amortization) Net Sales of Au $15 Billion

Financial Review 2003 Financial Sensitivity N.A. Production (Mils) 16.4 16.0 15.5 W.E. Production (Mils) 16.1 16.0 16.0 Net Sales (Bils) $ 14.4 $ 15.0 $ 14.7 EPS $ 4.65 $ 5.20 - $ 4.70 - 5.40 5.00 O/I Margin 5.2 % 5.3 - 5.4 % 5.1 - 5.2 % Free Cash Flow (Mils) $ 395 $ 400 $ 325 Major Assumptions 2002 2003 Guidance Sensitivity * Adjusted basis *

Where is Lear Today . . . Well positioned for sustainable growth; sales backlog at highest level ever Operating margins and returns improving Double-digit earnings per share growth Continuing strong free cash flow and debt reduction Solid and improving capital structure Operational excellence -- quality, cost, speed, innovation and customer satisfaction Customer-Focused and Shareholder-Driven A Leading Position in the Fastest Growing Segment in the Automotive Industry

ADVANCE RELENTLESSLY(tm) NYSE: LEA www.lear.com

This document 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, increases in warranty costs, risks associated with conducting business in foreign countries, fluctuations in currency 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, unanticipated changes in free cash flow and other risks detailed from time to time in the Company's Securities and Exchange Commission filings. These forward- looking statements are made as of the date hereof, and Lear does not assume any obligation to update them.. Forward Looking Statement

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Lear Corporation

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Lear Corporation