8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 25, 2006

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, MI	48034
(Address of principal executive offices)	(Zip Code)

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Presentation Slides

Lear Corporation (“Lear” or the “Company”) is filing this Form 8-K/A to (i) furnish information regarding Lear’s results of operations for the fourth quarter and full year of 2005, (ii) amend Lear’s Current Report on Form 8-K initially filed on June 27, 2005, as amended on August 30, 2005, in order to update certain disclosures with respect to Lear’s restructuring strategy (the “Restructuring”) and (iii) amend certain disclosure contained in Lear’s Current Report on Form 8-K filed on January 10, 2006, regarding a possible valuation allowance for all or a portion of Lear’s U.S. deferred tax assets.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K/A contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties, including 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 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 pricing 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; the finalization of the Company’s restructuring plan; the outcome of various strategic alternatives being evaluated with respect to the Company’s Interior product segment; and other risks described from time to time in the Company’s other Securities and Exchange Commission filings.

The forward-looking statements in this Report 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.

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 January 25, 2006, Lear issued a press release reporting its financial results for the fourth quarter and full year of 2005. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On January 25, 2006, Lear made available the presentation slides attached hereto as Exhibit 99.2 in a webcast of its fourth quarter and full year 2005 earnings call. Exhibit 99.2 is incorporated by reference herein.

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

Item 2.05 Costs Associated with Exit or Disposal Activities.

As part of its previously announced Restructuring, Lear has continued consolidation and census actions, including the initiation of the closure of seven manufacturing facilities worldwide. During 2005, these actions resulted in charges of $104.4 million, consisting of employee termination costs of $56.5 million, fixed asset impairment charges of $15.1 million, contract termination costs of $13.5 million and other costs of $19.3 million (including $15.5 million of manufacturing inefficiency costs resulting from the Restructuring). The costs incurred in connection with the Restructuring generally represent cash charges, other than the fixed asset impairment charges which are non-cash. Of the

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cash charges, approximately $71.6 million was funded in 2005, and a substantial portion of the balance will be funded in 2006.

The Company continues to expect to incur total pretax costs of approximately $250 million in connection with the Restructuring, approximately 90% of which are expected to result in cash expenditures. A substantial portion of the remaining costs are currently expected to be incurred during 2006. However, the restructuring plan has not been finalized, and the amount and timing of the actual charges may vary due to a variety of factors.

Item 2.06 Material Impairments.

The information contained in Item 2.05 relating to impairment charges is hereby incorporated by reference.

On January 10, 2006, Lear filed a Current Report on Form 8-K under Item 2.06 disclosing that in light of Lear’s recent operating performance in the United States and current industry conditions, it was possible that the Company would be required to record a valuation allowance for all or a portion of its U.S. deferred tax assets in the fourth quarter of 2005. In connection with the preparation of the Company’s financial statements for the year ended December 31, 2005, the Company concluded, in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” that it is no longer more likely than not that Lear will realize its U.S. deferred tax assets. As a result, in the fourth quarter of 2005, Lear recorded a tax charge of $298.2 million comprised of (i) a full valuation allowance of $252.9 million and (ii) an increase in related tax reserves of $45.3 million.

The tax charge does not result in current cash expenditures, however it will have a negative impact on Lear’s net income, assets and shareholder’s equity as of and for the quarter and year ended December 31, 2005.

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure.

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

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1	Press release issued January 25, 2006, furnished herewith.
99.2	Presentation slides from the Lear Corporation webcast of its fourth quarter and full year 2005 earnings call held on January 25, 2006, furnished herewith.

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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.

	LEAR CORPORATION, a Delaware corporation
Date: January 25, 2006	By:	/s/ David C. Wajsgras
	Name:  David C. Wajsgras
	Title:  Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued January 25, 2006, furnished herewith.
99.2	Presentation slides from the Lear Corporation webcast of its fourth quarter and full year 2005 earnings call held on January 25, 2006, furnished herewith.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Relations:
Anne Bork
(248) 447-5914

Media:
Andrea Puchalsky
(248) 447-1651

Lear Reports Fourth Quarter and Full Year 2005 Results

     Southfield, Mich., January 25, 2006 — Lear Corporation [NYSE: LEA], one of the world’s largest automotive interior systems suppliers, today reported financial results for the fourth quarter and full year of 2005.

Fourth Quarter Summary:

• Net sales of $4.4 billion

• Positive free cash flow

• Fifth consecutive year as J.D. Power’s highest-quality major seat supplier

• Awarded Best-In-Class launch execution and breakthrough technology for the all-new GMT900, the highest-volume light truck platform in the world

     For the fourth quarter of 2005, Lear reported net sales of $4.4 billion and a loss before income taxes of $340.1 million; excluding impairments, restructuring and other special charges, pretax income was $83.6 million. These results compare with net sales of $4.3 billion and pretax income of $159.5 million for the fourth quarter of 2004. A reconciliation of pretax income excluding impairments, restructuring and other special charges to pretax loss as determined by generally accepted accounting principles is provided in the supplemental data pages.

     A net loss of $596.6 million, or $8.88 per share, including impairments, restructuring and other special charges, for the fourth quarter of 2005 compares with net income of $123.0 million, or $1.70 per share, for the fourth quarter of 2004.

     The increase in net sales from the prior year reflects the addition of new business globally, largely offset by lower production on high-content Lear platforms in North America. Operating performance was down, reflecting the adverse platform mix in North America, higher raw material and energy prices, as well as continuing cost pressures throughout the entire supply chain.

     “As we work to restore our margins and profitability to historical levels, we are keeping our focus on the core values that have served Lear well over the years,” said Bob Rossiter, Lear Chairman and Chief Executive Officer. “This means running the business with a customer focus and continuously improving quality and service levels.

At the same time, we are working collaboratively with all of our customers to reduce product costs and improve overall value,” Rossiter added.

     In the latest J.D. Power Seat Quality Survey, Lear continues to rank as the highest-quality major seat manufacturer. In addition, Lear received awards from General Motors for Best-In-Class launch execution and breakthrough technology for power remote second row seats on GM’s new full-size SUVs.

     Free cash flow was $46.0 million for the fourth quarter of 2005. (Net cash provided by operating activities was $332.0 million. A reconciliation of free cash flow to net cash provided by operating activities is provided in the supplemental data pages.)

     The pretax impairments, restructuring and other special charges referred to above consist of goodwill and fixed asset impairment charges of $351.3 million related to Lear’s Interior segment; costs related to restructuring actions of $42.6 million; and a loss related to the capital restructuring of two minority-owned joint ventures of $29.8 million. In total, these items amounted to $423.7 million before taxes.

     In addition, during the fourth quarter of 2005, Lear recorded a valuation allowance with respect to its net U.S. deferred tax assets. As a result, a $298.2 million tax charge was recognized.

2005 Full Year Results

     For the full year 2005, Lear reported net sales of $17.1 billion and a loss before income taxes of $1,181.2 million; excluding impairments, restructuring and other special charges, pretax income was $102.6 million. These results compare with net sales of $17.0 billion and pretax income of $550.2 million for the full year 2004. A reconciliation of pretax income excluding impairments, restructuring and other special charges to pretax loss as determined by generally accepted accounting principles is provided in the supplemental data pages.

     A net loss of $1,375.5 million, or $20.48 per share, including impairments, restructuring and other special charges, for the full year 2005 compares with net income of $422.2 million, or $5.77 per share, for the full year 2004.

     Free cash flow in 2005 was negative $418.7 million, reflecting the one-time net negative impact of changes in customer payment terms, higher investment to support new business and restructuring actions. (Net cash provided by operating activities was $560.8 million. A reconciliation of free cash flow to net cash provided by operating activities is provided in the supplemental data pages.)

     The pretax impairments, restructuring and other special charges referred to above consist of goodwill and fixed asset impairment charges of $1,095.1 million related to Lear’s Interior segment; costs related to restructuring actions of $102.8 million; litigation charges of $39.2 million; and losses resulting from the sale of one and the capital restructuring of two other joint ventures of $46.7 million. In total, these items amounted to $1,283.8 million before taxes.

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     In addition, in 2005 Lear had a one-time tax benefit of $17.8 million in the first quarter and a tax charge of $298.2 million in the fourth quarter.

     Lear will webcast its fourth-quarter earnings conference call through the Investor Relations link at www.lear.com at 9:00 a.m. EST on January 25, 2006. In addition, the conference call can be accessed by dialing 1-800-789-4751 (domestic) or 1-706-679-3323 (international). The audio replay will be available two hours following the call at 1-800-642-1687 (domestic) or 1-706-645-9291 (international) and will be available until February 9, 2005, with a Conference I.D. of 3139344.

     Lear Corporation is one of the world’s largest suppliers of automotive interior systems and components. Lear provides complete seat systems, electronic products and electrical distribution systems and other interior products. With annual net sales of approximately $17 billion, Lear ranks #127 among the Fortune 500. The Company’s world-class products are designed, engineered and manufactured by a diverse team of more than 110,000 employees in 34 countries. Lear’s headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Further information about Lear is available on the internet at http://www.lear.com.

Use of Non-GAAP Financial Information

     In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included throughout this news release, the Company has provided information regarding “pretax income excluding impairments, restructuring and other special charges” and “free cash flow” (each, 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 pretax income excluding impairments, restructuring and other special charges is a useful measure in assessing the Company’s financial performance by excluding certain items that are not indicative of the Company’s core operating earnings or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management also believes that pretax income excluding impairments, restructuring and other special charges is useful to both management and investors in their analysis of the Company’s results of operations and provides 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.

     Neither pretax income excluding impairments, restructuring and other special charges nor free cash flow should be considered in isolation or as a substitute for pretax income (loss), net income (loss), net cash provided by operating activities or other income statement or 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

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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.

     For a reconciliation of pretax income excluding impairments, restructuring and other special charges to pretax loss as determined by generally accepted accounting principles and a reconciliation of free cash flow to net cash provided by operating activities, see the supplemental data pages which, together with this press release, have been posted on the Company’s website through the Investor Relations link at www.lear.com.

Forward-Looking Statements

     This new release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 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 pricing 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, the finalization of the Company’s restructuring plan, the outcome of various strategic alternatives being evaluated with respect to the Company’s Interior product segment and other risks described from time to time in the Company’s Securities and Exchange Commission filings.

     The forward-looking statements in this news release are made as of the date hereof, and the Company does not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

#       #       #

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Lear Corporation and Subsidiaries
Consolidated Statements of Operations

(In millions, except per share amounts)

	Three Months Ended
	December 31,			December 31,
	2005			2004
Net sales	$	4,403.3		$	4,286.1
Cost of sales		4,168.4			3,922.7
Selling, general and administrative expenses		146.0			146.2
Goodwill impairment charge		342.8			—
Interest expense		45.1			43.9
Other expense, net		41.1			13.8
Income (loss) before income taxes		(340.1	)		159.5
Income tax provision		256.5			36.5
Net income (loss)	$	(596.6	)	$	123.0
Basic net income (loss) per share	$	(8.88	)	$	1.82
Diluted net income (loss) per share	$	(8.88	)	$	1.70
Weighted average number of shares
outstanding — basic		67.2			67.6
Weighted average number of shares
outstanding — diluted		67.2			73.9

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Lear Corporation and Subsidiaries
Consolidated Statements of Operations

(In millions, except per share amounts)

	Twelve Months Ended
	December 31,			December 31,
	2005			2004
Net sales	$	17,095.2		$	16,960.0
Cost of sales		16,353.2			15,557.9
Selling, general and administrative expenses		630.6			633.7
Goodwill impairment charge		1,012.8			—
Interest expense		183.2			165.5
Other expense, net		96.6			52.7
Income (loss) before income taxes		(1,181.2	)		550.2
Income tax provision		194.3			128.0
Net income (loss)	$	(1,375.5	)	$	422.2
Basic net income (loss) per share	$	(20.48	)	$	6.18
Diluted net income (loss) per share	$	(20.48	)	$	5.77
Weighted average number of shares
outstanding — basic		67.2			68.3
Weighted average number of shares
outstanding — diluted		67.2			74.7

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Lear Corporation and Subsidiaries
Consolidated Balance Sheets

(In millions)

	December 31,		December 31,
	2005		2004
ASSETS
Current:
Cash and cash equivalents	$	207.6	$	584.9
Accounts receivable		2,337.6		2,584.9
Inventories		688.2		621.2
Recoverable customer engineering and tooling		317.7		205.8
Other		295.3		375.2
		3,846.4		4,372.0
Long-Term:
PP&E, net		2,019.3		2,019.8
Goodwill, net		1,939.8		3,039.4
Other		482.9		513.2
		4,442.0		5,572.4
Total Assets	$	8,288.4	$	9,944.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current:
Short-term borrowings	$	23.4	$	35.4
Accounts payable and drafts		2,993.5		2,777.6
Accrued liabilities		1,074.4		1,202.1
Current portion of long-term debt		9.4		632.8
		4,100.7		4,647.9
Long-Term:
Long-term debt		2,243.1		1,866.9
Other		827.6		699.5
		3,070.7		2,566.4
Stockholders’ Equity		1,117.0		2,730.1
Total Liabilities and Stockholders’ Equity	$	8,288.4	$	9,944.4

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Lear Corporation and Subsidiaries
Supplemental Data

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

	Three Months Ended
	December 31,			December 31,
	2005			2004
Net Sales
North America	$	2,480.3		$	2,265.5
Europe		1,564.0			1,721.7
Rest of World		359.0			298.9
Total	$	4,403.3		$	4,286.1
Content Per Vehicle *
North America	$	633		$	607
Total Europe	$	333		$	367
Free Cash Flow **
Net cash provided by operating activities	$	332.0		$	231.9
Net change in sold accounts receivable		(131.9	)		—
Net cash provided by operating activities before net change in sold accounts receivable		200.1			231.9
Capital expenditures		(154.1	)		(145.3	)
Free cash flow	$	46.0		$	86.6
Depreciation	$	101.1		$	93.7

Pretax income excluding impairments,	Three Months Ended
restructuring and other special charges **	December 31, 2005
Pretax loss		$	(340.1	)
Goodwill and fixed asset impairment charges			351.3
Costs related to restructuring actions			42.6
Capital restructuring of joint ventures			29.8
Pretax income excluding impairments, restructuring and other special charges **		$	83.6

*	Content Per Vehicle for 2004 has been updated to reflect actual production levels.
**	See “Use of Non-GAAP Financial Information” included in this news release.

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Lear Corporation and Subsidiaries
Supplemental Data

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

	Twelve Months Ended
	December 31,			December 31,
	2005			2004
Net Sales
North America	$	9,237.7		$	9,252.0
Europe		6,542.6			6,643.8
Rest of World		1,314.9			1,064.2
Total	$	17,095.2		$	16,960.0
Content Per Vehicle *
North America	$	586		$	588
Total Europe	$	347		$	351
Free Cash Flow **
Net cash provided by operating activities	$	560.8		$	675.9
Net change in sold accounts receivable		(411.1	)		70.4
Net cash provided by operating activities before net change in sold accounts receivable		149.7			746.3
Capital expenditures		(568.4	)		(429.0	)
Free cash flow	$	(418.7	)	$	317.3
Depreciation	$	388.5		$	350.6
Basic Shares Outstanding at end of year		67,186,806			67,416,702
Diluted Shares Outstanding at end of year **		67,186,806			73,896,780

Pretax income excluding impairments,	Twelve Months Ended
restructuring and other special charges ***	December 31, 2005
Pretax loss		$	(1,181.2	)
Goodwill and fixed asset impairment charges			1,095.1
Costs related to restructuring actions			102.8
Litigation charges			39.2
Sale and capital restructuring of joint ventures			46.7
Pretax income excluding impairments, restructuring and other special charges **		$	102.6

*	Content Per Vehicle for 2004 has been updated to reflect actual production levels.
**	Calculated using stock price at end of quarter. The calculation of diluted shares outstanding as of December 31, 2005, excludes approximately 4.8 million shares related to outstanding convertible debt, approximately 3.0 million options, approximately 2.4 million restricted stock and performance units and approximately 1.2 million stock appreciation rights, as inclusion would have resulted in antidilution in the fourth quarter and full year of 2005.
***	See “Use of Non-GAAP Financial Information” included in this news release.

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EX-99.2

Exhibit 99.2 fast forward advance relentlessly R Fourth Quarter and Full Year 2005 Results January 25, 2006

Agenda 2005 Highlights Jim Vandenberghe, Vice Chairman Operating Priorities Doug DelGrosso, President and COO Financial Review Dave Wajsgras, EVP and CFO Closing Comments Bob Rossiter, Chairman and CEO

2005 Highlights

Highlights - Full Year 2005 Net sales of $17.1 billion Launched comprehensive restructuring plan Expanded infrastructure in Asia; grew sales with Asian automakers Increased low-cost country manufacturing and engineering capability Fifth consecutive year as J.D. Power's highest-quality major seat supplier Signed framework agreement for Interior joint venture with WL Ross & Co. LLC

Reversal of trend toward total interiors Composition of global market share Trend toward crossover SUV's in U.S. Escalation of energy and raw material prices Financial distress of major customers / increasing industry focus on cost reduction Strengthen leadership position in Seating Grow Electrical Distribution/Electronics New business model for Interior products Continue to diversify sales, with priority emphasis on new Asian business Increasing content on existing business Content on nearly two-thirds of all crossover SUV's produced in North America Affordable cost standards Selective vertical integration Accelerating move to lower-cost sources Comprehensive competitive benchmarking Key element of new product pricing Pro-active, collaborative culture Industry leading CTO process Restructuring to improve competitiveness Productivity based on joint cost reductions Changing Business Conditions Lear Initiative/Competency Challenging Industry Trends* Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information.

North America ROW Europe East 0.54 0.08 0.38 Trad Big 3 ROW Europe East 0.52 0.07 0.34 Traditional Big Three* 56% European OEMs 36% 2005 Revenue Diversification Rest of World 8% Europe 38% North America 54% Geographic Customer Asian OEMs 8% * Excludes Mercedes, Volvo, Land Rover, Jaguar and Saab

Largest Customers by Region North America Europe Rest of World GM Ford Chrysler BMW Subaru Nissan Toyota Hyundai Honda Volkswagen Mazda Volvo BMW PSA Fiat Ford GM / Opel Mercedes Audi Saab Jaguar Renault Ford Mazda Hyundai GM / Opel BMW Mercedes Audi Fiat PSA Volkswagen Nissan Based on Full Year 2005 Sales

Operating Priorities

Operating Priorities Retain Core Values Quality First Customer Satisfaction Refocus Our Plan Align Lear with Customer Sourcing Strategy New Products / Technology Customer / Regional Diversification Operational Excellence Pricing / New Program Award Discipline Competitive Manufacturing Cost Structure Supply Chain Management Flawless Launch Management Pro-Active, Long-Term Labor Strategy

Retain Core Values Quality First and Customer Satisfaction Internal Quality Measures Continuous improvement J.D. Power Seat Quality Survey 6% improvement in TGW over 2004 35% improvement since 1999 4 Best-in-Segment vehicles Full-size Car: Ford Five Hundred Pickup: Chevrolet Avalanche Sport Utility: BMW X3 Van: Chevrolet Express "Best-In Class" Launch Execution for the GMT900 Breakthrough technology for power remote 2nd row seats for the GMT 900 FAW-Volkswagen "Excellent Localization Award" in China GM "Service Parts Award" (100% on time delivery) in Indiana and Ontario Ford "Q1 Award" Sweden and China Nissan "Zero Defects" Toluca, Mexico Toyota "Quality Award" Port Huron, MI Volkswagen "Supplier Award 2005" Besigheim, Germany Autodata Magazine "Among the Best in the Automotive Sector 2005" Quality Customer Satisfaction Source: J.D. Power 2005

Refocus Our Plan Align with Customer Sourcing Strategy Collaborative cost reduction activity Increase value-added proposition of individual systems Feature new products and technology that address consumers needs and wants: Convenience Safety Entertainment Cost Effectiveness

Refocus Our Plan Seating - Featured Products ProTec Plus Second generation self-aligning head restraint Significantly reduces forces and movements in the neck Improved comfort by exceeding regulatory requirements Potential for improved rear and lateral vision Lear Flexible Seat Architecture Modular system that can be packaged in several vehicle environments through the utilization of power and common components: Reduced development timing, costs and capital Enhanced comfort and safety features Increased quality and craftsmanship Provides early and sustained support to the occupant's head in a rear impact collision: Stadium Slide Seat System Provides one-handed easy entry feature for ingress/egress to 3rd row seat: Seat back reclines and folds flat Locks into stadium position Single-handed operation

Refocus Our Plan Electronics - Featured Products Car2UTM Two-Way Remote Keyless Entry System Wireless control system with an integrated transmitter/receiver that can control and display the status of the vehicle, such as engine, lock/unlock, trunk, A/C, cabin temperature and more: Ability to download vehicle status instantly Reliable private feedback Confirmation of desired function execution Programmable features Tire Pressure Monitoring System (IntelliTireTM) Alerts the driver to changes in tire pressure or temperature: High volume product Basic TPMS functionality is U.S. government-mandated Base system meets regulations / premium system has more advanced features Rear Seat Entertainment System Multimedia offered in the vehicle: All formats of DVD technology including easy upgrade In-car interior integration (center console, head rest) Consumer electronics connectivity

Geographic Mix (2008 - 2010) Customer / Regional Diversification Continuing to Focus on Improving Sales Mix*** *** Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information. Customer Mix (2008 - 2010) Trad Big Three Asian OEM Europe East 0.475 0.15 0.375 North America 45% Outside North America 55% Traditional Big Three* <50% European >35% Asian ^15 % North America Outside NA East 0.45 0.55 Seating and Electrical / Electronics Systems Outlook** * Excludes Mercedes, Volvo, Land Rover, Jaguar and Saab. ** Excludes non-consolidated sales.

Operational Excellence Pricing / New Program Award Discipline* Emphasize the elimination of waste and reduction of cost Provide incentives to work cooperatively with our customers Support objective that each individual program is economically viable Create reasonable margin profile over time Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information.

Operational Excellence Competitive Manufacturing Cost Structure* Eliminate excess capacity Accelerate move to lower- cost sources Streamline organization and improve operational efficiency Restructuring Objectives 2005 2006+ 104 150 Pretax Restructuring Costs $103 (in millions) Net savings impact expected to begin in second half of 2006 Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information. ^ $150 Estimated Payback Of Restructuring Initiative Is 2.5 Years

Operational Excellence Supply Chain Management Global Operations/Purchasing Organization Alignment High-Risk Supplier Management Team Key-Supplier Quality Program Affordable Cost Standards Supplier Cost Technology Optimization Lear Sourcing Agreement

Operational Excellence 2006 Key Product Launches Americas GMT900 SUVs/Pickups Seats, doors Hyundai Santa Fe Seats, TPMS Nissan Versa Overhead systems, trim Nissan Sentra Overhead systems, trim DCX Caliber/Compass/Patriot Overhead systems, trim, doors, flooring, IP International VW Cabrio Seats Peugeot 207 Seats Hyundai EN (new SUV) Seats Ford Galaxy Seats Fiat Stilo Seats Range Rover Seats Product Lear Content

Operational Excellence Pro-Active, Long-Term Labor Strategy Long and productive history of working together Regular, open dialogue with all unions Candid assessment of business outlook Establish broad competitiveness framework Work together to address local issues

Financial Review

2005 Results Challenging Fourth Quarter Production Environment North America Industry production up 3% Big Three down 2% Europe Industry production down 1% Top Five customers down 1% Euro 8% weaker than a year ago

2005 Results Fourth Quarter Financial Summary

2005 Results Fourth Quarter Reported Results * Please see slides titled "Use of Non-GAAP Financial Information" at the end of this presentation for further information.

Fourth Quarter Sales Changes and Margin Impact Versus Prior Year

2005 Results Full Year Reported Results * Please see slides titled "Use of Non-GAAP Financial Information" at the end of this presentation for further information.

2005 Results Fourth Quarter and Full Year Free Cash Flow * * Cash from Operations represents net cash provided by operating activities ($332 for three months and $561 for twelve months ended 12/31/05) before net change in sold accounts receivable (($132) for three months and ($411) for twelve months ended 12/31/05). Please see slides titled "Use of Non-GAAP Financial Information" at the end of this presentation. Full Year 2005 Cash Flow Drivers: Earnings depressed High capital spending, tooling Restructuring GM payment terms (one-time impact) Free Cash Flow Positive In Fourth Quarter

2005 Results Restructuring Implementation Status Initiated closure of seven manufacturing facilities Streamlined global organizational structure and restructured multiple administrative offices Accelerating manufacturing footprint actions to improve cost competitiveness 2005 Actions 2005 Cost and Cash Impact

2005 Results Interior Product Segment - Key Financials** Financial Returns Under Pressure * Excludes costs related to restructuring actions of $32.3 million and fixed asset impairment charges of $82.3 million. ** Please see slides titled "Use of Non-GAAP Financial Information" at the end of this presentation for further information.

North America (in millions) 2006 Outlook Vehicle Production Assumptions* 2005 Actual 2006 Forecast 3rd Qtr 4th Qtr 4 4.1 East 11.6 11.4 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 2005 Actual 2006 Forecast 3rd Qtr 4th Qtr 4.8 5 East 13.9 13.6 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Europe (in millions) Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information. 15.8 18.9 Full Year Full Year First Quarter ^ 15.7 ^ 18.8 ^ 4.1 ^ 4.9 4.0 4.8 First Quarter First Quarter Big 3 Total 2.8 2.8 Big Three Light Trucks 1.8 1.8 First Quarter Top 5 Customers 2.5 2.5

2006 Outlook Trend of Capital Spending* (in millions) 2003 2004 2005 2006 Directional HQ 45 15 45 43.9 Seating 376 429 229 202 Electrical / Electronics 103 103 Interior 191 126 Capital Spending Level Should Trend Lower On An Ongoing Basis Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information. Capital Spending Priorities: New programs Maintenance / IT/ other Increased capacity (low-cost countries) Distressed suppliers Seating Electrical/ Electronics Interior Other

2006 Outlook Directional Assessment* Full Year: Given the level of uncertainties, financial guidance for 2006 will not be provided at this time. Shown below is a directional assessment of our outlook for this year: Pretax income to improve (excluding restructuring and other special charges) Capital spending trends notably lower Free cash flow turns positive First Quarter: Pretax income to improve year-over-year, (excluding restructuring and other special charges) Please see slides titled "Use of Non-GAAP Financial Information" and "Forward-Looking Statements" at the end of this presentation for further information.

Closing Comments

Closing Comments* 2005 in Perspective Financial results unacceptable Lear remained a leader in quality Operating fundamentals sound Continued progress in sales diversification Improvement Plans in Place Global restructuring actions Manufacturing cost structure improvements Pricing approach based on cost reduction Outlook for Business New, more sustainable business model emerging 2006, a year of improvement Longer-term outlook remains positive Please see slide titled "Forward-Looking Statements" at the end of this presentation for further information.

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

In addition to the results reported in accordance with accounting principles generally accepted in the United States ("GAAP") included throughout this presentation, the Company has provided information regarding certain non-GAAP financial measures. These measures include "pretax income excluding impairments, restructuring and other special charges," "income (loss) before goodwill impairment charge, interest, other expense and income taxes," "income (loss) before impairment and restructuring charges, interest, other expense and income taxes" 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 pretax income excluding impairments, restructuring and other special charges, income (loss) before goodwill impairment charge, interest, other expense and income taxes and income (loss) before impairment and restructuring charges, interest, other expense and income taxes 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. Neither pretax income excluding impairments, restructuring and other special charges, income (loss) before goodwill impairment charge, interest, other expense and income taxes, income (loss) before impairment and restructuring charges, interest, other expense and income taxes nor free cash flow should be considered in isolation or as substitutes for pretax income (loss), net income (loss), net cash provided by operating activities or other income statement or cash flow statement data prepared in accordance with GAAP or as measures of profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and 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. Use of Non-GAAP Financial Information

Use of Non-GAAP Financial Information Interior Product Segment

Use of Non-GAAP Financial Information Cash from Operations and Free Cash Flow

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results 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 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 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 pricing 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, the finalization of the Company's restructuring plan, the outcome of various strategic alternatives being evaluated with respect to the Company's Interior product segment and other risks described from time to time in the Company's Securities and Exchange Commission filings. Finally, the proposed joint venture between the Company and WL Ross & Co. LLC with respect to the Company's Interior product segment is subject to the negotiation and execution of definitive agreements and other conditions. No assurances can be given that the proposed joint venture 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. Forward-Looking Statements