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) April 25, 2007

LEAR CORPORATION

(Exact name of Registrant as specified in its charter)

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

21557 Telegraph Road, Southfield, Michigan	48033
(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))

Lear Corporation (“Lear” or the “Company”) is filing this Form 8-K to (i) furnish information regarding Lear’s results of operations for the first quarter of 2007, (ii) update Lear’s financial outlook for 2007 and (iii) supplement Lear’s Current Report on Form 8-K initially filed on June 27, 2005, as supplemented on August 30, 2005, January 25, 2006, October 26, 2006, January 11, 2007 and January 25, 2007, in order to update certain disclosures with respect to Lear’s restructuring strategy (the “Restructuring”).

FORWARD-LOOKING STATEMENTS

The Current Report on Form 8-K 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 or currency exchange rates, the financial condition of the Company’s customers or suppliers, fluctuations in the production of vehicles for which the Company is a supplier, disruptions in the relationships with the Company’s suppliers, labor disputes involving the Company or its significant customers or suppliers or that otherwise affect the Company, the Company’s ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions, the outcome of customer productivity negotiations, the impact and timing of program launch costs, the costs and timing of facility closures, business realignment or similar actions, increases in the Company’s warranty or product liability costs, risks associated with conducting business in foreign countries, competitive conditions impacting the Company’s key customers and suppliers, raw material costs and availability, the Company’s ability to mitigate the significant impact of increases in raw material, energy and commodity costs, the outcome of legal or regulatory proceedings to which the Company is or may become a party, unanticipated changes in cash flow, including the Company’s ability to align its vendor payment terms with those of its customers, the finalization of the Company’s restructuring strategy and other risks described from time to time in the Company’s Securities and Exchange Commission filings. In particular, the Company’s financial outlook for 2007 is based on several factors, including the Company’s current vehicle production and raw material pricing assumptions. The Company’s actual financial results could differ materially as a result of significant changes in these factors. The Company’s proposed merger with AREP Car Acquisition Corp. is subject to various conditions including the receipt of the requisite stockholder approval from the Company’s stockholders, antitrust approvals and other conditions to closing customary for transactions of this type. No assurances can be given that the proposed transaction will be consummated or, if not consummated, that the Company will enter into a comparable or superior transaction with another party.

The forward-looking statements in this Current Report on Form 8-K 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 April 25, 2007, Lear Corporation issued a press release reporting its financial results for the first quarter of 2007 and updating its financial outlook for 2007. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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On April 25, 2007, Lear Corporation made available the presentation slides attached hereto as Exhibit 99.2 in a webcast of its first quarter 2007 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. In the first quarter of 2007, these actions resulted in net charges of $15.8 million, consisting of employee termination costs of $24.1 million, fixed asset impairment charges of $0.4 million, contract termination costs of ($12.7) million (including a net pension and other postretirement benefit plan curtailment gain of $13.9 million) and other costs of $4.0 million (including $2.2 million of manufacturing inefficiency costs resulting from the Restructuring). The severance and other incremental costs represent cash charges, while the asset impairment charges represent non-cash charges. Cash payments related to the Restructuring totaled $42.3 million in the first quarter of 2007.

Although all aspects of the Restructuring have not been finalized, the Company continues to expect to incur total pretax costs of approximately $300 million in connection with the Restructuring, of which $219.9 million of costs have been incurred to date. The remaining costs are expected to be incurred in 2007. Lear continues to estimate that approximately 90% of the restructuring costs will result in cash expenditures.

Item 2.06 Material Impairments.

The information set forth under Item 2.05 relating to impairment charges is incorporated herein by reference.

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.

(d)	Exhibits
	99.1	Press release issued April 25, 2007, furnished herewith.
	99.2	Presentation slides from the Lear Corporation webcast of its first quarter 2007 earnings call held on April 25, 2007, furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Lear Corporation
Date: April 25, 2007	By:	/s/ James H. Vandenberghe
	Name:		James H. Vandenberghe
	Title:		Vice Chairman and
			Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued April 25, 2007, furnished herewith.
99.2	Presentation slides from the Lear Corporation webcast of its first quarter 2007 earnings call held on April 25, 2007, furnished herewith.

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EX-99.1

FOR IMMEDIATE RELEASE Exhibit 99.1

Investor Relations:

Mel Stephens

(248) 447-1624

Media:

Andrea Puchalsky

(248) 447-1651

Lear Reports First-Quarter Financial Results and
Updates Full-Year 2007 Outlook

          SOUTHFIELD, Mich., April 25, 2007— Lear Corporation [NYSE: LEA], a leading global supplier of automotive seating, electronics and electrical distribution systems, today reported financial results for the first quarter and updated its 2007 financial outlook.

First-Quarter Highlights:

• Reported net sales of $4.4 billion and improved pre-tax income

• Improved 2007 full-year financial outlook

• Completed North American Interior business joint venture

• Received numerous awards and customer recognition

• Entered into Merger Agreement with an affiliate of Carl C. Icahn

          For the first quarter of 2007, Lear reported net sales of $4.4 billion and pretax income of $82.3 million, including restructuring costs of $15.8 million and other special items totaling $10.7 million. For the first quarter of 2006, Lear reported net sales of $4.7 billion and pretax income of $14.8 million. Excluding restructuring costs and other special items, Lear would have had pretax income of $108.8 million in the first quarter of 2007. This compares with pretax income before restructuring costs and other special items of $15.5 million in the same period a year earlier. A reconciliation of pretax income before restructuring costs and other special items to pretax income as determined by generally accepted accounting principles is provided in the supplemental data pages.

          “I want to thank the Lear team for all of their hard work in delivering improved financial results during these challenging times, while continuing to maintain a strong focus on supporting our customers,” said Bob Rossiter, Lear Chairman and Chief Executive Officer. “Now that we have completed the divestiture of the Interior business, our full attention is on strengthening our core seating, electronics and electrical distribution businesses.”

(more)

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          The decline in net sales for the quarter reflects primarily lower production in North America and the divestiture of Lear’s European Interior business, offset in part by new business mainly outside of North America and favorable foreign exchange. Operating improvement reflects favorable cost performance and the benefit of new business, offset in part by lower production in North America.

          The improvement in Lear’s core businesses in the first quarter was driven by solid performance in the seating segment. The year-over-year improvement in seating primarily reflects favorable cost performance and the impact of new business mainly outside of North America. In the electronics and electrical distribution segment, results were below year-ago levels but improved sequentially over the fourth quarter of 2006. Compared with a year ago, the major adverse factor impacting this segment is lower production on key platforms in North America.

          Lear reported net income of $49.9 million, or $0.64 per share, including restructuring costs and other special items, for the first quarter of 2007. This compares with net income of $17.9 million, or $0.26 per share, including restructuring costs and other special items, for the first quarter of 2006.

          First-quarter free cash flow was negative $32.1 million, compared with negative $91.3 million in the first quarter of 2006. The improvement primarily reflects lower capital spending and the increase in earnings. (Net cash used in operating activities was $41.8 million in the first quarter of 2007 as compared to net cash provided by operating activities of $39.4 million in the first quarter of 2006. A reconciliation of free cash flow to net cash provided by (used in) operating activities is provided in the supplemental data pages.)

          During the quarter, the Company made important progress on strategic priorities by completing the North American Interior business joint venture. In addition, Lear maintained its quality and customer service momentum and was the recipient of several customer awards and recognition, including GM Supplier of the Year, three World Excellence awards from Ford and Superior Supplier Diversity and Excellence in Quality from Toyota, as well as other performance awards from Porsche, Fiat-Brazil, Mazda and Shanghai GM.

          The Company also continued to implement its global restructuring plan, expand its infrastructure in Asia and grow its global sales with Asian manufacturers.

Full-Year 2007 Outlook

          Summarized below is the 2007 financial outlook for Lear’s core businesses. The outlook excludes results for Lear’s Interior business for the full year. On this basis, Lear expects 2007 net sales of approximately $14.8 billion.

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          Lear anticipates 2007 income before interest, other expense, income taxes, restructuring costs and other special items (core operating earnings) to be in the range of $580 to $620 million, an improvement of $20 million from our prior forecast. The revised full-year outlook reflects more favorable production volumes and improved cost performance in international operations.

          Restructuring costs in 2007 are estimated to be about $100 million.

          Interest expense is estimated to be in the range of $210 to $220 million. Pretax income before restructuring costs and other special items is estimated to be in the range of $290 to $330 million. Tax expense is expected to be between $100 and $120 million, depending on the mix of earnings by country.

          Capital spending in 2007 is estimated at approximately $250 million. Depreciation and amortization expense is estimated to be about $310 million.

          Free cash flow is expected to be positive at about $240 million for the year.

          Key assumptions underlying Lear’s financial outlook include expectations for industry vehicle production of approximately 15.2 million units in North America and 19.3 million units in Europe. Lear continues to see production for the Big Three in North America being down slightly, as compared with 2006. In addition, we are assuming an exchange rate of $1.32/Euro.

          Lear will webcast its first-quarter earnings conference call through the Investor Relations link at http://www.lear.com at 9:00 a.m. EDT on April 25, 2007. 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 May 9, 2007, with a Conference I.D. of 8910968.

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 “income before interest, other expense, income taxes, restructuring costs and other special items” (core operating earnings), “pretax income before restructuring costs and other special items” 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.

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          Management believes the non-GAAP financial measures used in this press release 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 core operating earnings and pretax income before restructuring costs and other special items 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.

          Core operating earnings, pretax income before restructuring costs and other special items and free cash flow should not be considered in isolation or as a substitute for pretax income, net income, cash provided by (used in) 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 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 reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP, 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 http://www.lear.com. Given the inherent uncertainty regarding special items and the net change in sold accounts receivable in any future period, a reconciliation of forward-looking financial measures is not feasible. The magnitude of these items, however, may be significant.

Forward-Looking Statements

          This new release 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 or currency exchange rates, the financial condition of the Company’s customers or suppliers, fluctuations in the production of vehicles for which the Company is a supplier, disruptions in the relationships with the Company’s suppliers, labor disputes

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involving the Company or its significant customers or suppliers or that otherwise affect the Company, the Company’s ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions, the outcome of customer productivity negotiations, the impact and timing of program launch costs, the costs and timing of facility closures, business realignment or similar actions, increases in the Company’s warranty or product liability costs, risks associated with conducting business in foreign countries, competitive conditions impacting the Company’s key customers and suppliers, raw material costs and availability, the Company’s ability to mitigate the significant impact of increases in raw material, energy and commodity costs, the outcome of legal or regulatory proceedings to which the Company is or may become a party, unanticipated changes in cash flow, including the Company’s ability to align its vendor payment terms with those of its customers, the finalization of the Company’s restructuring strategy and other risks described from time to time in the Company’s Securities and Exchange Commission filings. In particular, the Company’s financial outlook for 2007 is based on several factors, including the Company’s current vehicle production and raw material pricing assumptions. The Company’s actual financial results could differ materially as a result of significant changes in these factors. The Company’s proposed merger with AREP Car Acquisition Corp. is subject to various conditions including the receipt of the requisite stockholder approval from the Company’s stockholders, antitrust approvals and other conditions to closing customary for transactions of this type. No assurances can be given that the proposed transaction will be consummated or, if not consummated, that the Company will enter into a comparable or superior transaction with another party.

          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.

          Lear Corporation is one of the world’s largest suppliers of automotive seating systems, electronic products and electrical distribution systems. In 2006, Lear ranked #130 among the Fortune 500. Lear’s world-class products are designed, engineered and manufactured by a diverse team of more than 90,000 employees at 242 facilities in 33 countries. Lear’s headquarters are in Southfield, Michigan. 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.

# # #

Lear Corporation and Subsidiaries
Consolidated Statements of Income

(Unaudited; in millions, except per share amounts)

	Three Months Ended
	March 31, 2007		April 1, 2006
Net sales	$	4,406.1	$	4,678.5
Cost of sales		4,095.2		4,459.3
Selling, general and administrative expenses		126.5		165.0
Loss on divestiture of Interior business		25.6		—
Interest expense		51.5		47.7
Other (income) expense, net		25.0		(8.3	)
Income before income taxes and cumulative effect of a change in accounting principle		82.3		14.8
Income tax provision (benefit)		32.4		(0.2	)
Income before cumulative effect of a change in accounting principle		49.9		15.0
Cumulative effect of a change in accounting principle, net of tax		—		2.9
Net income	$	49.9	$	17.9
Basic net income per share
Income before cumulative effect of a change in accounting principle	$	0.65	$	0.22
Cumulative effect of a change in accounting principle		—		0.05
Basic net income per share	$	0.65	$	0.27
Diluted net income per share
Income before cumulative effect of a change in accounting principle	$	0.64	$	0.22
Cumulative effect of a change in accounting principle		—		0.04
Diluted net income per share	$	0.64	$	0.26
Weighted average number of shares outstanding
Basic		76.4		67.2
Diluted		78.0		67.9

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Lear Corporation and Subsidiaries
Consolidated Balance Sheets

(In millions)

	March 31, 2007		December 31, 2006
	(Unaudited)		(Audited)
ASSETS
Current:
Cash and cash equivalents	$	330.4	$	502.7
Accounts receivable		2,412.7		2,006.9
Inventories		599.0		581.5
Current assets of business held for sale		38.3		427.8
Other		317.6		371.4
		3,698.0		3,890.3
Long-Term:
PP&E, net		1,425.9		1,471.7
Goodwill, net		2,006.6		1,996.7
Other		530.5		491.8
		3,963.0		3,960.2
Total Assets	$	7,661.0	$	7,850.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current:
Short-term borrowings	$	11.5	$	39.3
Accounts payable and drafts		2,480.3		2,317.4
Accrued liabilities		1,152.8		1,099.3
Current liabilities of business held for sale		16.7		405.7
Current portion of long-term debt		26.4		25.6
		3,687.7		3,887.3
Long-Term:
Long-term debt		2,431.8		2,434.5
Long-term liabilities of business held for sale		21.6		48.5
Other		827.4		878.2
		3,280.8		3,361.2
Stockholders’ Equity		692.5		602.0
Total Liabilities and Stockholders’ Equity	$	7,661.0	$	7,850.5

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Lear Corporation and Subsidiaries
Supplemental Data

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

	Three Months Ended
	March 31, 2007			April 1, 2006
Net Sales
North America	$	2,225.8		$	2,641.8
Europe		1,766.7			1,677.2
Rest of World		413.6			359.5
Total	$	4,406.1		$	4,678.5
Content Per Vehicle *
North America	$	585		$	640
Total Europe	$	347		$	329
Free Cash Flow **
Net cash provided by (used in) operating activities	$	(41.8	)	$	39.4
Net change in sold accounts receivable		38.9			(38.1	)
Net cash provided by (used in) operating activities before net change in sold accounts receivable		(2.9	)		1.3
Capital expenditures		(29.2	)		(92.6	)
Free cash flow	$	(32.1	)	$	(91.3	)
Depreciation and Amortization	$	74.5		$	97.8
Basic Shares Outstanding at end of quarter		76,658,409			67,330,515
Diluted Shares Outstanding at end of quarter ***		78,080,260			67,782,193
Pretax income before restructuring costs and other special items **
Pretax income	$	82.3		$	14.8
Costs related to divestiture of Interior business		33.8			—
Fixed asset impairment charges		—			2.0
Costs related to restructuring actions		15.8			24.6
U.S. salaried pension plan curtailment gain		(36.4	)		—
Costs related to merger transaction		9.4			—
(Gain) loss on joint venture transactions		3.9			(25.9	)
	$	108.8		$	15.5

*	Content Per Vehicle for 2006 has been updated to reflect actual production levels.
**	See “Non-GAAP Financial Information” included in this news release.
***	Calculated using stock price at end of quarter. Excludes shares related to outstanding convertible debt, as well as certain options, restricted stock units, performance units and stock appreciation rights, all of which were antidilutive.

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EX-99.2

April 25, 2007

First-Quarter 2007 Results and
Full-Year 2007 Financial Outlook

Exhibit 99.2

Agenda

First-Quarter 2007 Highlights

Bob Rossiter, Chairman and CEO

Operating Priorities

Doug DelGrosso, President and COO

Financial Review

Jim Vandenberghe, Vice Chairman and CFO

Q and A Session

2

First-Quarter 2007
Highlights

3

First Quarter 2007
Company Overview

Improved first-quarter financial results and 2007 outlook

Completed North American Interior business joint venture

Continued to manage the business on a product-line basis

Maintained quality and customer service momentum and
received numerous customer awards and industry
recognition

Continued comprehensive global restructuring actions

Expanded infrastructure in Asia; grew total Asian sales

Entered into merger agreement with an affiliate of Carl C.
Icahn

4

45-day “Go-Shop” or solicitation period ended,

with no competing bids received                     March 26

Record date for Annual Stockholders’ Meeting May 14

Distribute final Proxy and 2006 Annual Report Mid-May

Annual Stockholders’ Meeting                        June 27

Update on Merger Proposal

Date

Merger-Related Events

5

2000 – 2005

1994 – 1999

2006 – Forward

Seat
Manufacturer

Evolution of Lear

Total Interior

Capability

Product-Line Focus;

Collaborative Partnership
With Customers

Strategic

Partner

Systems

Integrator

Supplier

Strategic Acquisitions

Strategic Repositioning

Long-Range Plan
A Strategic Partner For OEMs

Operational Excellence

Major Initiatives Over Time

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Strategic Repositioning -- Key Elements

Divest Interior business -- now complete

Focus on strengthening core businesses -- ongoing

Leverage leadership position in Seating Systems

Strengthen capabilities in Electronics and
Electrical Distribution Systems and

Expand capabilities in value-added components

World-class quality and customer satisfaction

Global restructuring and footprint actions

Priority emphasis on Asia / Asian OEM growth

Product innovation with focus on safety and technology

Product-Line Focus

Operating Priorities

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Operating Priorities

8

Making Progress on Operating Priorities

Continued improvement in quality and customer
satisfaction metrics; received numerous customer
awards and industry recognition

Continued progress on global restructuring initiatives
and cost improvements

Significant progress on expanding our infrastructure in
Asia and winning new Asian business globally

Showcased new products and technologies at SAE
World Congress

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Operating Priorities
Major Customer Awards and Industry Recognition

“Supplier of the Year” for global Seating Systems

3 World Excellence Awards--

"Gold Award” for Genk, Belgium seating plant

"Silver Award” for St. Thomas, Ontario Canada seating plant

"Recognition of Achievement” for consumer-driven Six-Sigma at St. Thomas,
Ontario Canada seating plant

“Outstanding Performance – Quality and Delivery”
at East London, South Africa

“Superior Supplier Diversity” and
“Excellence in Quality” at Edinburgh, Indiana

“Outstanding Supplier Performance Award” at Boeblingen, Germany

“Value Analysis / Value Engineering Performance Award” and

“Value Analysis Award” for most cost saving ideas generated

“Supplier Award for Successful Partnership” in Brazil

“Supplier of the Year” at Liuzhou, China

“…Most Impressive Stereo Sound in the World”
(from March 2007 review of Lear’s premium sound system in the BMW M5)

Customer Awards

Industry Recognition

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Operating Priorities
Implementing Global Restructuring Initiative ^*

Initiated closure of 15+ manufacturing facilities and consolidating numerous administrative
centers, reducing census by 5-7% and increasing sourcing and engineering in low-cost
countries:

Move manufacture of seat components (metals and headrests) to low-cost countries (Northern
Mexico, Eastern Europe and Asia)

Transfer European wire harness operations to low-cost countries (Eastern Europe, North Africa
and Asia)

Align production capacity to match customer actions

Streamlined global organizational structure in place

Expect to incur pre-tax costs of approximately $300 million through 2007

Restructuring Investments

Estimated Annual Savings

($ in millions)      

($ in millions)      

$

$

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

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Operating Priorities
Expanding Our Presence in Asia^*

China

18 facilities (+6 new in 2007)

2 engineering/R&D centers in Shanghai
(+1 new CTO center in 2007)

18 program launches in 2006

20 program launches in 2007

25 customers

Seats, Electrical Distribution,                                                                     
Electronics

Korea

4 facilities

1 engineering center in Seoul

Seats

Japan

5 facilities

1 engineering center in Atsugi (Tokyo)

1 engineering center in Hiroshima

Philippines

4 facilities

1 engineering/CTO center in Cebu

Electrical Distribution, Electronics

Thailand

3 facilities

Seats, Seat Trim

India

7 facilities (+3 new in 2007)

1 engineering center in Mumbai

3 program launches in 2006

4 program launches in 2007

7 customers

Seats

*Includes facilities held through joint ventures.

Other facilities in Asia

Well positioned for growth in fast growing Asian markets

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Operating Priorities
Aggressively Growing Total Asian Sales^***

Total Asian Sales -- Core Business **

($ in millions)

2006 Highlights

75% seating / 25% electronics and
electrical

53% in Asia / 44% in North
America / 3% in Europe

2007 Highlights

Automotive leader in China seating
market:

Sales > $500 million*

Supply nearly 20 OEMs on
> 100 vehicle programs

18 facilities with approximately
6,000 employees

Our fastest growing market

9 new facilities in India and China
supporting Ford, Mazda, Chery,
TATA, M&M, BMW and Hyundai

* Includes consolidated and non-consolidated sales.

$500

$950

$1,450

$1,850

~$2,700

$2,200

Targeting Asian Growth Of 25% Annually

**     Includes sales in Asia and with Asian manufactures globally.

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

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Operating Priorities
New Asian Program Awards in First Quarter ^**

New Asian Business Awarded In First Quarter
Worth $170 Million Annually ^*

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

Customer

Market

Lear Content

Future Vehicle Program(s)

SOP

Nissan Motor Co.

Global

Smart Junction Box

B Car/Light Truck

2008/2009

Hyundai Motor Company

China

Seating

Elantra Notchback

Feb-08

Nissan Motor Co.

Japan

Seating

Micra/March

Mar-09

Nissan Motor Co.

China/Japan

Wire Harnesses

Cube/Quest/Light Truck

2008/2009

Geely Automobile

China

Seating

FC-1 Sedan

Dec-07

Mahindra & Mahindra Limited

India

Seating

Scorpio Export Model

Jun-08

DongFeng Motor Corporation

China

Seating

BF Model

Mar-08

Shanghai General Motors

China

Passenger Seat Belt Alarm

Buick Daewoo Lacetti

Jun-07

Operating Priorities
Production Innovation and Technology – Seating Systems

15

Operating Priorities
Production Innovation and Technology – Electronics and Electrical

16

Financial Review

17

Special items in first quarter:

Consolidated results include North American Interior business

Costs related to divestiture of Interior business

Costs related to restructuring actions and merger proposal

Curtailment gain related to freezing salaried pension plan

First-quarter operating results stronger than expected, reflecting:

Less adverse Lear platform mix globally

Favorable cost performance and operating efficiencies

Full-year outlook updated to reflect improved performance in
international operations:

Core operating earnings increased to $580 to $620 million

Free cash flow increased to $240 million

First Quarter 2007
Major Factors Impacting Financial Results^*

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

18

First Quarter 2007
Industry Environment

19

First Quarter

First Quarter

2007

2007 vs. 2006

North American Production

Industry

3.8 mil

Down 8%

Big Three

2.4 mil

Down 12%

European Production

Industry

5.1 mil

Flat

Lear's Top 5 Customers

2.6 mil

Flat

Key Commodities (Quarterly Average)

vs. Prior Quarter

Steel (Hot Rolled)

Down 7%

Down 4%

Resins (Polypropylene)

Up 3%

Up 2%

Copper

Down 16%

Up 17%

Crude Oil

Down 4%

Down 9%

First Quarter 2007
Financial Summary^*

20

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

(in millions, except net income per share)

First

Quarter 2007

First

Quarter 2006

1Q '07

B/(W) 1Q '06

Net Sales

$4,406.1

$4,678.5

($272.4)

Income Before Interest, Other (Income) Expense

and Income Taxes

$184.4

$54.2

$130.2

Pretax Income

$82.3

$14.8

$67.5

Net Income

$49.9

$17.9

$32.0

Net Income Per Share

$0.64

$0.26

$0.38

SG&A % of Net Sales

2.9

%

3.5

%

0.6

pts.

Interest Expense

$51.5

$47.7

($3.8)

Depreciation / Amortization

$74.5

$97.8

$23.3

Other (Income) Expense, Net

$25.0

($8.3)

($33.3)

First Quarter 2007  
Restructuring and Special Items^*

21

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

(in millions)

Income Before

Interest, Other

(Income) Expense

and Income Taxes

Pretax

Income

COGS

SG&A

Loss on

Divestiture/Other

2007 Reported Results

$                     184.4

$               82.3

Reported results include the following items:

Costs related to divestiture of Interior business

$                          8.2

$                33.8

$     6.2

$  2.0

$                25.6

Costs related to restructuring actions

                          15.8

                  15.8

13.3

2.5

                       -  

U.S. salaried pension plan curtailment gain

                         (36.4)

                 (36.4)

           -  

(36.4)

                       -  

Costs related to merger transaction

                            9.4

                    9.4

           -  

9.4

                       -  

Loss on joint venture transaction

                                -  

                    3.9

           -  

         -  

3.9

2007 Core Operating Results

181.4

$                    

$             108.8

2006 Core Operating Results

81.2

$                     

$               15.5

Income Statement Category

Memo:

First Quarter 2007
Net Sales Changes and Margin Impact Versus Prior Year

22

Net Sales

Margin

Performance Factor

Change

Impact

Comments

(in millions)

Industry Production /

$     (484)

Negative

Primarily lower industry production in

Platform Mix / Net Pricing /

Other

North America (down 8%) and unfavorable

platform mix (Big 3 down 12%)

Global New Business

         280

Positive

GMT 900 pickup and Hyundai Santa Fe in

N.A.; Nissan Qashqai, Range Rover,

Peugeot 207 and Ford Galaxy in Europe;

Hyundai Veracruz in Asia

F/X Translation

         145

Neutral

Euro up 9%, Canadian dollar down 2%

Acquisition / Divestiture

       (213)

Neutral

Divestiture of European Interior business

Commodity / Raw Material

Neutral

Steel down 4% and copper up 17%, with

some prior period recovery

Performance

Positive

Favorable operating performance in core

businesses, including benefits from

restructuring actions

First Quarter 2007
Business Segment Results^*

23

*     Segment earnings represent income (loss) before loss on divestiture, interest, other expense and income taxes.  Please see slides titled “Non-GAAP
       Financial Information” at the end of this presentation for further information.

**    Adjusted segment earnings and % of sales excludes impairments, restructuring costs and other special items of ($3.0) million (Seating - ($4.6), Electronic
       and Electrical - $20.0,  Interior - - $2.4, HQ - ($20.8)) and $27.0 million (Seating - $16.1, Electronic and Electrical - $2.1, Interior - $8.8) for the three months
       ended 3/31/07 and 4/1/06, respectively.

($ in millions)

2007

2006

Seating

Net Sales

2,994.2

$   

2,992.5

$     

Reported Segment Earnings*

197.1

$        

125.9

$        

Adjusted Segment Earnings

192.5

$        

142.0

$        

% of Sales

6.6

%

4.2

%

Adjusted

% of Sales**

6.4

%

4.7

%

Electronic and Electrical

Net Sales

788.7

$        

787.3

$        

Reported Segment Earnings*

17.5

$         

53.1

$           

Adjusted Segment Earnings

37.5

$         

55.2

$           

% of Sales

2.2

%

6.7

%

Adjusted

% of Sales**

4.8

%

7.0

%

Interior

Net Sales

623.2

$        

898.7

$        

Reported Segment Earnings*

8.8

$            

(59.5)

$         

Adjusted Segment Earnings

11.2

$         

(50.7)

$         

% of Sales

1.4

%

(6.6)

%

Adjusted

% of Sales**

1.8

%

(5.6)

%

Headquarters Costs

Reported Segment Earnings*

(39.0)

$         

(65.3)

$         

Adjusted Segment Earnings

(59.8)

$         

(65.3)

$         

Total Company

Reported

184.4

$        

54.2

$           

Adjusted

181.4

$        

81.2

$           

First Quarter

First Quarter 2007
Seating Segment Performance^*

Explanation of
Year-to-Year Change

Benefit from new Seating business
outside N. A.

Savings from restructuring actions

Ongoing cost and efficiency actions

Improving results in Europe/Asia

Net commodities slightly favorable

Lower industry production and
unfavorable platform mix in N. A.  

*   Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information and refer to
    slide 23 in this presentation for a reconciliation of reported segment earnings to adjusted segment earnings.

Adj. Seg.
Earnings

(in millions)

$142.0                            $192.5

Adjusted Seating Margin

24

First Quarter 2007
Electronic and Electrical Segment Performance^*

Explanation of
Year-to-Year Change

Lower industry production and
unfavorable platform mix in N. A.

Unfavorable net pricing

-/+  Higher copper prices offset by prior   
       period recovery

Improving results in Asia

Adj. Seg.
Earnings

(in millions)

$55.2                            $37.5

Adjusted
Electronic and Electrical  Margin

*   Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information and refer to
    slide 23 in this presentation for a reconciliation of reported segment earnings to adjusted segment earnings.

25

Adj. Seg.
Earnings

(in millions)

$(50.7)                              $11.2

Adjusted Interior Margin

Adjusted Headquarters Expense

Q1 2007

(5.6%)

1.8%

Elimination of depreciation expense

Ongoing cost and efficiency actions

Lower new program development
and launch costs

Timing of commercial recoveries

Lower industry production and
unfavorable platform mix in N. A.

SG&A efficiencies

Restructuring savings

Interior Segment

Headquarters

Explanation of Year-to-Year Change

Q1 2006

First Quarter 2007
Interior Segment and Headquarters Performance^*

(in millions)

*   Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information and refer to slide 23 in this
    presentation for a reconciliation of reported segment earnings to adjusted segment earnings.

26

First Quarter 2007
Free Cash Flow^*

(in millions)

27

*Free Cash Flow represents  net  cash  used in operating activities ($41.8 million for the three months ended 3/31/07) before net
   change in sold accounts receivable ($38.9 million for the three months ended 03/31/07) (Cash used in Operations), less capital
   expenditures.  Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information.

First

Quarter

2007

Net Income

$        49.9

Divestiture of Interior Business

25.6

Depreciation / Amortization

74.5

Working Capital / Other

(152.9)

Cash used in Operations

$          (2.9)

Capital Expenditures

          (29.2)

Free Cash Flow

$        (32.1)

2007 Outlook
Full-Year Production Assumptions^*

28

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

Full-Year

Change from

2007 Outlook

Prior Year

North American Production

Total Industry

˜ 15.2 mil

flat

Big Three

˜ 9.8 mil

down 4%

European Production

Total Industry

˜ 19.3 mil

flat

Lear's Top 5 Customers

˜ 9.7 mil

down 1%

Euro

$1.32 / Euro

up 5%

Key Commodities

moderating

slightly lower

(except copper)

(except copper)

2007 Outlook
Full-Year Financial Projections^*

29

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

**  Subject to actual mix of financial results by country.

2007 Full-Year

Financial Outlook

for Core Business

(excludes Interior business)

Net Sales

˜ $14.8 billion

Core Operating Earnings

$580 to $620 million

Income before interest, other expense,

income taxes, restructuring

costs and other special items

Interest Expense

$210 to $220 million

Pretax Income

$290 to $330 million

before restructuring costs  

and other special items

Estimated Tax Expense

$100 to $120 million

**

Pretax Restructuring Costs

˜ $100 million

Capital Spending

˜ $250 million

Depreciation and Amortization

˜ $310 million

Free Cash Flow

˜ $240 million

ADVANCE RELENTLESSLY^™

www.lear.com

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30

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 “income before interest, other (income) expense and income
taxes,” “income before interest, other (income) expense, income taxes, restructuring costs and other special items” (core operating
earnings), “pretax income before restructuring costs and other special items” 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 the non-GAAP financial measures used in this press release are useful to both management and investors in their
analysis of the Company’s financial position and results of operations.  In particular, management believes that income before interest, other
(income) expense and income taxes, core operating earnings and pretax income before restructuring costs and other special items are
useful  measures in assessing the Company’s financial performance by excluding certain items that are not indicative of the Company's core
operating earnings or that may obscure trends useful in evaluating the Company’s continuing operating activities.  Management also
believes that these measures are useful to both management and investors in their analysis of the Company's results of operations and
provide improved comparability between fiscal periods.  Management believes that free cash flow is useful to both management and
investors in their analysis of the Company’s ability to service and repay its debt.  Further, management uses these non-GAAP financial
measures for planning and forecasting in future periods.

Income before interest, other (income) expense and income taxes, core operating earnings, pretax income before restructuring costs and
other special items and free cash flow should not be considered in isolation or as a substitute for pretax income, net income, cash provided
by (used in) 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 investment or other discretionary uses.  Also, these non-GAAP financial measures, as determined and presented
by the Company, may not be comparable to related or similarly titled measures reported by other companies.

Set forth on the following slides are reconciliations of these non-GAAP financial measures to the most directly comparable financial
measures calculated and presented in accordance with GAAP.  Given the inherent uncertainty regarding special items and the net change
in sold accounts receivable in any future period, a reconciliation of forward-looking financial measures is not feasible.  The magnitude of
these items, however, may be significant.

Non-GAAP Financial Information

31

Non-GAAP Financial Information
Cash used in Operations and Free Cash Flow

32

Three Months

(in millions)

Q1 2007

Net cash used in operating activities

$                (41.8)

Net change in sold accounts receivable

                  38.9

Net cash used in operating activities

before net change in sold accounts receivable

(cash used in operations)

                    (2.9)

Capital expenditures

                  (29.2)

Free cash flow

$               (32.1)

Non-GAAP Financial Information
Core Operating Earnings

33

Three Months

(in millions)

Q1 2007

Q1 2006

Pretax income

$     82.3

$     14.8

Loss on divestiture of Interior business

       25.6

             -  

Interest expense

       51.5

       47.7

Other (income) expense, net

       25.0

        (8.3)

Income before interest, other (income) expense

and income taxes

$   184.4

$     54.2

Costs related to divestiture of Interior business (included in COS and  SG&A)

         8.2

             -  

Fixed asset impairment charges

             -  

         2.0

Costs related to restructuring actions

       15.8

       25.0

U.S. salaried pension plan curtailment gain

      (36.4)

             -  

Costs related to merger transaction

         9.4

             -  

Income before interest, other (income) expense,

income taxes, restructuring costs and

other special items

$   181.4

$     81.2

(core operating earnings)

Non-GAAP Financial Information
Pretax Income before Restructuring Costs
   and Other Special Items

34

Three Months

(in millions)

Q1 2007

Q1 2006

Pretax income

$     82.3

$     14.8

Costs related to divestiture of Interior business

       33.8

             -  

Fixed asset impairment charges

             -  

         2.0

Costs related to restructuring actions

       15.8

       24.6

U.S. salaried pension plan curtailment gain

      (36.4)

             -  

Costs related to merger transaction

         9.4

             -  

(Gain) loss related to joint venture transactions

         3.9

      (25.9)

Pretax income before restructuring costs

and other special items

$   108.8

$     15.5

Non-GAAP Financial Information
Segment Earnings Reconciliation

35

(in millions)

Q1 2007

Q1 2006

Seating

$     197.1

$     125.9

Electronic and Electrical

         17.5

         53.1

Interior

           8.8

        (59.5)

Segment earnings

$     223.4

119.5

$   

Corporate and geographic headquarters and

elimination of intercompany activity

        (39.0)

        (65.3)

Income before interest, other (income) expense and income taxes

$     184.4

$       54.2

Loss on divestiture of Interior business

         25.6

              -  

Interest expense

         51.5

         47.7

Other (income) expense, net

         25.0

          (8.3)

Pretax income

$       82.3

$       14.8

Three Months

Non-GAAP Financial Information
Adjusted Segment Earnings

36

Three Months Q1 2007

Three Months Q1 2006

Electronic

and

HQ/

Electronic

and

HQ/

(in millions)

Seating

Electrical

Interior

Other

Seating

Electrical

Interior

Other

Segment earnings

197.1

$   

17.5

$         

8.8

$     

(39.0)

$   

125.9

$   

53.1

$         

(59.5)

$   

(65.3)

$   

Costs related to divestiture of Interior business

-

-

2.4

5.8

-

-

-

-

Fixed asset impairment charges

-

-

-

-

-

-

2.0

-

Costs related to restructuring actions

(4.6)

20.0

-

0.4

16.1

2.1

6.8

-

U.S. salaried pension plan curtailment gain

-

-

-

(36.4)

-

-

-

-

Costs related to merger transaction

-

-

-

9.4

-

-

-

-

Adjusted segment earnings

192.5

$   

37.5

$         

11.2

$   

(59.8)

$   

142.0

$   

55.2

$         

(50.7)

$   

(65.3)

$   

Forward-Looking Statements

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding anticipated financial results and liquidity.  Actual results may
differ materially from anticipated results as a result of certain risks and uncertainties, including but not limited to,
general economic conditions in the markets in which the Company operates, including changes in interest rates or
currency exchange rates, the financial condition of the Company’s customers or suppliers, fluctuations in the
production of vehicles for which the Company is a supplier, disruptions in the relationships with the Company’s
suppliers, labor disputes involving the Company or its significant customers or suppliers or that otherwise affect
the Company, the Company's ability to achieve cost reductions that offset or exceed customer-mandated selling
price reductions, the outcome of customer productivity negotiations, the impact and timing of program launch
costs, the costs and timing of facility closures, business realignment or similar actions, increases in the Company's
warranty or product liability costs, risks associated with conducting business in foreign countries, competitive
conditions impacting the Company's key customers and suppliers, raw material costs and availability, the
Company's ability to mitigate the significant impact of increases in raw material, energy and commodity costs, the
outcome of legal or regulatory proceedings to which the Company is or may become a party, unanticipated
changes in cash flow, including the Company’s ability to align its vendor payment terms with those of its
customers, the finalization of the Company's restructuring strategy and other risks described from time to time in
the Company's Securities and Exchange Commission filings.  In particular, the Company’s financial outlook for
2007 is based on several factors, including the Company’s current vehicle production and raw material pricing
assumptions.  The Company’s actual financial results could differ materially as a result of significant changes in
these factors.  The Company's proposed merger with AREP Car Acquisition Corp. is subject to various conditions
including the receipt of the requisite stockholder approval from the Company's stockholders, antitrust approvals
and other conditions to closing customary for transactions of this type.  No assurances can be given that the
proposed transaction will be consummated or, if not consummated, that the Company will enter into a comparable
or superior transaction with another party.

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.

37