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 29, 2008

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))

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 29, 2008, Lear Corporation issued a press release reporting its financial results for the first quarter of 2008 and confirming its financial outlook for 2008. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On April 29, 2008, Lear Corporation made available the presentation slides attached hereto as Exhibit 99.2 in a webcast of its first quarter 2008 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.

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 29, 2008, furnished herewith.
	99.2	Presentation slides from the Lear Corporation webcast of its first quarter 2008 earnings call held on April 29, 2008, 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 29, 2008	By:	/s/ Matthew J. Simoncini
	Name: Matthew J. Simoncini
	Title:   Senior Vice President and
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued April 29, 2008, furnished herewith.
99.2	Presentation slides from the Lear Corporation webcast of its first quarter 2008 earnings call held on April 29, 2008, furnished herewith.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
	Investor Relations:
	Mel Stephens
	(248) 447-1624
	Media:
	Andrea Puchalsky
	(248) 447-1651

Lear Reports First-Quarter 2008 Financial Results;
Full-Year 2008 Earnings Outlook Remains Unchanged

          SOUTHFIELD, Mich., April 29, 2008 -- Lear Corporation [NYSE: LEA], a leading global supplier of automotive seating systems, electrical distribution systems and related electronic products today reported financial results for the first quarter of 2008 and confirmed its full-year 2008 earnings outlook.

First-Quarter Highlights:

• Net sales in core businesses of $3.9 billion, up 2% vs. year ago

• Core operating earnings of $187 million, up 10% vs. year ago

• Established global operating structure for business units

• Grew international sales and expanded low-cost footprint

• Received numerous customer and industry awards

• Full-year 2008 earnings outlook unchanged

          For the first quarter of 2008, Lear reported net sales of $3.9 billion and pretax income of $109.5 million, including restructuring costs of $23.6 million. This compares with net sales of $4.4 billion and pretax income of $82.3 million for the first quarter of 2007, including restructuring costs of $15.8 million and other special items totaling $10.7 million. Net income was $78.2 million, or $1.00 per share, for the first quarter of 2008. This compares with net income of $49.9 million, or $0.64 per share, for the first quarter of 2007.

          Income before interest, other expense, income taxes, restructuring costs and other special items (core operating earnings) was $186.5 million in the first quarter of 2008. This compares with core operating earnings of $170.2 million in the first quarter of 2007, excluding the divested Interior business. A reconciliation of core operating earnings to pretax income as determined by generally accepted accounting principles is provided in the supplemental data page.

          “Although we are facing significant challenges in North America, Lear’s underlying operating fundamentals remain strong,” said Bob Rossiter, Lear Chairman, Chief Executive Officer and President. “The Lear team remains very focused on delivering outstanding quality and customer service to our customers.

(more)

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At the same time, we are putting in place a global operating structure for our business units and taking aggressive actions to improve our longer-term competitiveness.”

          The decline in net sales for the quarter reflects the divestiture of the Interior business and lower industry production in North America, due in part to the impact of a strike at a major supplier, offset in part by favorable foreign exchange and new business.

          In the seating segment, net sales increased slightly driven by favorable foreign exchange and the benefit of new business, offset by lower industry production in North America. Operating margins improved slightly, reflecting favorable cost performance and increased savings from restructuring actions, as well as the timing of commercial settlements, largely offset by lower industry production in North America.

          In the electrical and electronic segment, net sales increased slightly driven by favorable foreign exchange, partially offset by lower industry production in North America. Operating margins improved, reflecting favorable operating performance, including savings from restructuring actions and the net impact of legal and commercial claims, partially offset by lower industry production in North America.

          In the first quarter of 2008, free cash flow was negative $31.4 million, compared with negative $32.1 million in the first quarter of 2007. (Net cash provided by operating activities was $125.8 million in the first quarter of 2008 as compared to net cash used in operating activities of $41.8 million in the first quarter of 2007. A reconciliation of free cash flow to net cash provided by (used in) operating activities is provided in the supplemental data page.)

          During the quarter, the Company implemented a global operating structure for its two business units, naming Lou Salvatore, President – Global Seating Systems, and Ray Scott, President – Global Electrical and Electronic Systems. This new structure is consistent with the global strategies of the Company’s major customers, allows Lear to take full advantage of its global scale, leverages Lear’s worldwide engineering and product development resources and enables Lear to access the lowest cost manufacturing and sourcing available.

          Additionally, Lear continued to grow its sales outside of North America and expand its low-cost footprint in Asia, including a new foam plant in Wuhu, China and a new seat trim facility in Hai Phong, Vietnam. The Company was also the recipient of numerous customer and industry awards. This recognition included “Supplier of the Year” from GM, three “World Excellence Awards” from Ford and awards from several other automakers, including BMW, Toyota, Volkswagen and Hyundai, as well as industry recognition for Lear’s ProTec PLus™ whiplash protection system and SoyFoam™ products.

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Full-Year 2008 Outlook

          Lear expects 2008 net sales of approximately $15.5 billion, compared with prior guidance of $15.0 billion. The increase reflects the positive impact of foreign exchange, mainly the strong Euro, partially offset by lower industry production in North America. Lear’s 2008 earnings outlook remains unchanged, reflecting favorable operating performance and foreign exchange, offset by lower industry production in North America and increasing commodity costs.

          Lear anticipates 2008 income before interest, other expense, income taxes, restructuring costs and other special items (core operating earnings) of $660 to $700 million. Restructuring costs in 2008 are estimated to be about $100 million.

          Interest expense for 2008 is estimated between $185 and $195 million. Pretax income before restructuring costs and other special items is estimated in the range of $430 to $470 million. Tax expense is expected to be approximately $135 million, depending on the mix of earnings by country.

          Capital spending in 2008 is estimated in the range of $255 to $275 million. Depreciation and amortization expense is estimated at about $300 million. Free cash flow is expected to be solidly positive, at about $250 million, for the year.

          Key assumptions underlying Lear’s financial outlook include expectations for industry vehicle production of approximately 14.1 million units in North America compared with a prior forecast of 14.4 million units. In Europe, our forecast for industry production is 20.2 million units. Lear expects production for the Domestic Three to be down about 10% in North America, compared with a prior forecast of a 9% decline. In addition, we are assuming an exchange rate of $1.52/Euro, compared with a prior forecast of $1.45/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 29, 2008. 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 14, 2008, with a Conference I.D. of 37038451.

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 press release, the Company has provided information regarding “income before interest, other expense, income taxes, restructuring costs and other special items, excluding the divested Interior business” (core operating earnings), “pretax income before restructuring costs and other special items” and “free cash flow”

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(each, a non-GAAP financial measure). Other expense includes, among other things, non-income related taxes, foreign exchange gains and losses, discounts and expenses associated with the Company’s asset-backed securitization and factoring facilities, minority interests in consolidated subsidiaries, equity in net income of affiliates and gains and losses on the sale of assets. 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 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 (including those items that are included in other expense) 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 page which, together with this press release, has been posted on the Company’s website through the Investor Relations link at http://www.lear.com. Given the inherent uncertainty regarding special items, other expense and the net change in sold accounts receivable in any future period, a reconciliation of forward-looking financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is not feasible. The magnitude of these items, however, may be significant.

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Forward-Looking Statements

          This press 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, changes in the Company’s current vehicle production estimates, fluctuations in the production of vehicles for which the Company is a supplier, the loss of business with respect to, or the lack of commercial success of, a vehicle model for which the Company is a significant 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 outcome and duration of the American Axle strike, 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, timing and success of restructuring 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, the cost and availability of raw materials and energy, the Company’s ability to mitigate any 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 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 2008 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 forward-looking statements in this press 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, electrical distribution systems and related electronic products. The Company’s world-class products are designed, engineered and manufactured by a diverse team of 91,000 employees at 215 facilities in 35 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.

# # #

Lear Corporation and Subsidiaries
Consolidated Statements of Income

(Unaudited; in millions, except per share amounts)

	Three Months Ended
	March 29, 2008		March 31, 2007
Net sales	$	3,857.6	$	4,406.1
Cost of sales		3,561.5		4,095.2
Selling, general and administrative expenses		133.2		126.5
Divestiture of Interior business		—		25.6
Interest expense		47.4		51.5
Other expense, net		6.0		25.0
Income before income taxes		109.5		82.3
Income tax provision		31.3		32.4
Net income	$	78.2	$	49.9
Basic net income per share	$	1.01	$	0.65
Diluted net income per share	$	1.00	$	0.64
Weighted average number of shares outstanding
Basic		77.2		76.4
Diluted		78.4		78.0

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Lear Corporation and Subsidiaries
Consolidated Balance Sheets

(In millions)

	March 29, 2008		December 31, 2007
	(Unaudited)		(Audited)
ASSETS
Current:
Cash and cash equivalents	$	701.9	$	601.3
Accounts receivable		2,380.1		2,147.6
Inventories		669.8		605.5
Other		382.1		363.6
		4,133.9		3,718.0
Long-Term:
PP&E, net		1,402.1		1,392.7
Goodwill, net		2,087.5		2,054.0
Other		660.1		635.7
		4,149.7		4,082.4
Total Assets	$	8,283.6	$	7,800.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current:
Short-term borrowings	$	13.5	$	13.9
Accounts payable and drafts		2,497.2		2,263.8
Accrued liabilities		1,311.4		1,230.1
Current portion of long-term debt		99.6		96.1
		3,921.7		3,603.9
Long-Term:
Long-term debt		2,345.5		2,344.6
Other		766.6		761.2
		3,112.1		3,105.8
Stockholders’ Equity		1,249.8		1,090.7
Total Liabilities and Stockholders’ Equity	$	8,283.6	$	7,800.4

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Lear Corporation and Subsidiaries
Supplemental Data

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

	Three Months Ended
	March 29, 2008			March 31, 2007
Net Sales
North America	$	1,448.8		$	2,225.8
Europe		1,930.2			1,766.7
Rest of World		478.6			413.6
Total	$	3,857.6		$	4,406.1
Net Sales - Core Businesses
North America	$	1,448.8		$	1,645.4
Europe		1,930.2			1,732.8
Rest of World		478.6			404.7
Total	$	3,857.6		$	3,782.9
Content Per Vehicle *
North America	$	421		$	584
North America - core businesses	$	421		$	432
Europe	$	374		$	336
Europe - core businesses	$	374		$	329
Free Cash Flow **
Net cash provided by (used in) operating activities	$	125.8		$	(41.8	)
Net change in sold accounts receivable		(111.7	)		38.9
Net cash provided by (used in) operating activities before net change in sold accounts receivable		14.1			(2.9	)
Capital expenditures		(45.5	)		(29.2	)
Free cash flow	$	(31.4	)	$	(32.1	)
Depreciation and Amortization	$	74.5		$	74.5
Basic Shares Outstanding at end of quarter		77,303,615			76,658,409
Diluted Shares Outstanding at end of quarter ***		78,271,486			78,080,260
Core Operating Earnings **
Pretax income	$	109.5		$	82.3
Interest expense		47.4			51.5
Other expense, net		6.0			21.1	****
Restructuring costs and other special items -
Costs related to restructuring actions		23.6			15.8
Costs related to divestiture of Interior business		—			33.8
U.S. salaried pension plan curtailment gain		—			(36.4	)
Costs related to merger transaction		—			9.4
Loss on joint venture transaction		—			3.9
Less: Interior business		—			(11.2	)
Core Operating Earnings	$	186.5		$	170.2

*	Content Per Vehicle for 2007 has been updated to reflect actual production levels.
**	See “Non-GAAP Financial Information” included in this press release.
***	Calculated using stock price at end of quarter. Excludes certain 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.
****	Reported 2007 other expense, net of $25.0 million includes losses of $3.9 million related to restructuring costs and other special items detailed below.

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EX-99.2

April 29, 2008

First-Quarter Results and Full-Year
2008 Financial Outlook

Exhibit 99.2

Agenda

Business Conditions

Jim Vandenberghe, Vice Chairman

First-Quarter Results and Full-Year 2008 Outlook

Matt Simoncini, SVP and Chief Financial Officer

Summary and Outlook

Bob Rossiter, Chairman, CEO and President

Q and A Session

2

Business Conditions

3

Business Conditions
Global Automotive Industry Environment^*

Global industry production for 2008 is projected to be up 3%,
driven by solid growth in emerging markets

Business conditions in North America remain challenging:

2008 industry production forecasted at the lowest level since 1993

Shifts in consumer purchasing patterns, away from full-size pickups
and large SUVs and toward crossovers and passenger cars

Increasing energy and commodity prices

Adverse impact of labor disruptions

Increasing financial distress within supply base

Industry is implementing major restructuring initiatives,
further consolidation and globalization strategies to improve
longer-term results

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

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Business Conditions
2008 Outlook for Industry Production^*

Major Market

2008 Industry Production Forecast

(in millions of vehicles)

B/(W) 2007

North American Production

13.8

17.2

14.1

Global Automotive Industry Production Up 3% For 2008

North America 14.1           (6)%

Europe                                     20.2                     0%

China                             7.8        13%

Brazil                             3.0         12%

India                            2.5        31%

Russia                                        1.8                  19%

Global                                       70.6                    3%

2008

(in millions)

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

Source: CSM Worldwide & Company Estimates

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Business Conditions
Composition of North American Market Changing^*

Full-Size Pickups

and Large SUVs

25%

Crossovers

9%

Passenger Cars

41%

Passenger Cars

44%

Crossovers

17%

2004

2008 Outlook

 Full-Size Pickups

 and Large SUVs

 20%

North American Production Mix Shifting To

Smaller, More Fuel-Efficient Vehicles

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

Minivans and

Other Light Trucks

25%

Minivans and

Other Light Trucks

19%

 Source: Ward’s AutoInfoBank and company estimates

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Business Conditions
Key Commodity Price Trends Since 2004

Foam Chemicals

Note: Quarterly average prices

$0.30

$0.35

$0.40

$0.45

$0.50

Jan '04

Mar '08

Steel (Hot Roll)

Source: AAM

Steel pricing includes processing fee

Copper

Source:  NYMEX

Crude Oil

Source: AAM (LME)

Source: ICIS

Foam price is estimated based on isocyantes and polyols

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Business Conditions
Monitoring and Managing Supply Chain^*

Lear has been pro-active in monitoring and managing supply
chain for several years

Actions have included supply base compression, value
engineering, selective in-sourcing and managing contractual
terms

Lear significantly decreased its exposure to resins and
supplier issues with the divestiture of its Interior business

Focused effort on containing increased distressed supplier and
commodity cost issues within full-year outlook

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

Proactive Supply Chain Management Minimizes Risk

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Business Conditions
Benefits of Lear’s Global Organization Structure^*

Best aligns Lear with global strategies of major customers

Allows Lear to take full advantage of its global scale

Leverages worldwide engineering and product
development resources and enables Lear to access the
lowest cost manufacturing and sourcing available

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

During the first quarter, Lear implemented a new global
operating structure for its Seating and Electrical and
Electronic business units.  This structure . . .

Significant Opportunity To Increase Low-Cost Engineering

And Sourcing With Global Product Groups

9

First-Quarter Results
and Full-Year 2008 Outlook

10

First Quarter 2008  
Financial Highlights^*

First-Quarter 2008 Results Improve

Net sales in core business of $3.9 billion, up 2%

Core operating earnings of $187 million, up 10%^**

Free cash flow of $(31) million^**

Major Factors Impacting First-Quarter 2008 Results

Impact of major supplier strike (~ 90,000 units of lost production)

~

Increased benefit from restructuring

Strong underlying operating performance

Timing of commercial settlements

Full-Year 2008 Earnings Outlook Unchanged

Favorable foreign exchange driving increase in full-year revenue
forecast (from $15.0 to $15.5 billion) partially offset by lower full-year
N.A. industry production

Favorable operating performance and foreign exchange offset by
lower full-year N.A. industry production (14.1 vs. 14.4 million) and
increasing commodity costs

**  Core operating earnings represents income before interest, other expense, income taxes, restructuring costs and other special items, excluding
the divested Interior business.   Free cash flow represents net cash provided by operating activities before the net change in sold accounts
receivable, less capital expenditures.   

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

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First Quarter 2008
Industry Environment

First Quarter

First Quarter

2008

2008 vs. 2007

North American Production

Industry

3.5 mil

down 8%

Domestic Three

2.1 mil

down 13%

Lear's Top 15 Platforms

0.8 mil

down 16%

European Production

Industry

5.2 mil

flat

Lear's Top 5 Customers

2.7 mil

down 2%

Key Commodities (Quarterly Average)

vs. Prior Quarter

Steel (Hot Rolled)

up 23%

up 25%

Copper

up 8%

up 31%

Crude Oil

up 7%

up 67%

Foam-Related Chemicals

up 5%

up 10%

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First Quarter 2008
Reported Financials

(in millions, except net income per share)

First

Quarter 2008

First

Quarter 2007

1Q '08

B/(W) 1Q '07

Net Sales

$3,857.6

$4,406.1

($548.5)

Income Before Interest, Other Expense and

Income Taxes*

$162.9

$184.4

($21.5)

Pretax Income

$109.5

$82.3

$27.2

Net Income

$78.2

$49.9

$28.3

Net Income Per Share

$1.00

$0.64

$0.36

SG&A % of Net Sales

3.5

%

2.9

%

(0.6)

pts.

Interest Expense

$47.4

$51.5

$4.1

Depreciation / Amortization

$74.5

$74.5

$0.0

Other Expense, Net

$6.0

$25.0

$19.0

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

First Quarter 2008     
Restructuring Impact^*

(in millions)

Reported Results

2008 Total Company

$      162.9

Reported Results Include the Following Items:

COGS

SG&A

Costs related to restructuring actions

$         23.6

22.8

$   

0.8

$  

2008 Core Operating Earnings

186.5

$      

2007 Core Operating Earnings

170.2

$      

Income Statement Category

14

First Quarter

Income Before Interest,

Other Expense

and Income Taxes

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

First Quarter 2008
Net Sales Changes and Margin Impact

Net Sales

Margin

Performance Factor

Change

Impact

Comments

(in millions)

Industry Production /

Platform Mix / Net Pricing

$     (323)

Negative

Lower production in North America,

including impact of major supplier strike

Global New Business

          96

Neutral

Primarily outside of North America

F/X Translation

        285

Neutral

Euro up 14%, Canadian dollar up 17%

Acquisition / Divestiture

       (607)

Positive

Divestiture of Interior business

Performance

Positive

Favorable operating performance, including

efficiency actions and benefits from

restructuring actions

15

First Quarter 2008
Seating Performance^*

Explanation of
Year-to-Year Change

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

First Quarter

(in millions)

Sales

Earnings^**

Adj. Earnings^**

$2,994.2 $3,036.1

$   197.1 $   183.3

$   192.5 $   196.9

**   Reported segment earnings represents income before interest, other expense and income taxes; adjusted segment earnings represents
      reported segment earnings adjusted for restructuring costs and other special items.

Adjusted Seating Segment Margins

Sales Factors

Increase driven by favorable foreign
exchange and the benefit of new
business about offset by lower
production in North America

Margin Performance

Slight improvement reflecting
favorable cost performance,
increased savings from restructuring
and the timing of commercial
settlements, largely offset by lower
production in North America

16

First Quarter 2008
Electrical and Electronic Performance^*

First Quarter

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

(in millions)

Sales

Earnings^**

Adj. Earnings^**

$ 788.7                            $ 821.5

$   17.5 $   35.3

$   37.5 $   44.8

**   Reported segment earnings represents income before interest, other expense and income taxes; adjusted segment earnings represents
      reported segment earnings adjusted for restructuring costs and other special items.

Adjusted Electrical and Electronic Segment Margins

Explanation of
Year-to-Year Change

Sales Factors

Increase driven by favorable foreign
exchange partially offset by lower
production in North America

Margin Performance

Improvement reflecting favorable
operating performance, including
savings from restructuring and the net
impact of legal and commercial claims,
partially offset by lower production in
North America

17

First Quarter 2008  
Free Cash Flow^*

* Free cash flow represents net cash provided by operating activities ($125.8 million for the three months ended 3/29/08) before net
  change in sold accounts receivable (($111.7) million for the three months ended 3/29/08) (Cash from Operations), less capital
  expenditures.  Please see slides titled “Non-GAAP Financial Information” at the end of this presentation for further information.

First Quarter

2008

Net Income

$            78.2

Depreciation / Amortization

              74.5

Working Capital / Other

           (138.6)

Cash from Operations

$            14.1

Capital Expenditures

            (45.5)

Free Cash Flow

$           (31.4)

18

(in millions)

2008 Outlook
Full-Year Production Assumptions^*

Full-Year

Change from

2008 Outlook

Prior Year

North American Production

Total Industry

~14.1 mil

~

down 6%

Domestic Three

  ~8.5 mil

  ~

down 10%

Lear's Top 15 Platforms

~3.4 mil

~

down 16%

European Production

Total Industry

~20.2 mil

~

flat

Lear's Top 5 Customers

~10.2 mil

~

down 1%

Euro

$1.52 / Euro

up 11%

19

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

2008 Outlook
Full-Year Financial Forecast^*

                                         2008 Full-Year

Financial Forecast

Net Sales

~ $15.5 billion

~ 

Core Operating Earnings

$660 to $700 million

Income before interest, other expense,

income taxes, restructuring

costs and other special items

Interest Expense

$185 to $195 million

Pretax Income

$430 to $470 million

before restructuring costs  

and other special items

Estimated Tax Expense

~ $135 million

~

**

Pretax Restructuring Costs

~ $100 million

~

Capital Spending

$255 to $275 million

Depreciation and Amortization

~ $300 million

~

Free Cash Flow

~ $250 million

~

20

* 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 earnings by country.  

Summary and Outlook

21

First Quarter 2008 Summary

Continuation of solid global operating performance,
despite industry challenges in North America

Implemented global operating structure for business units,
including the relocation of global seat engineering and
purchasing positions to China

Completed strategic review of electrical and electronic
business; improvement plan underway

Continued global sales diversification; expanded footprint
in low-cost regions

Continued emphasis on and recognition for excellence in
quality, service and innovation

22

Completed a comprehensive global strategic review

Established global organizational structure

Global product line strategy and responsibility

Executing restructuring plan and evaluating investment
opportunities

Manufacturing and infrastructure cost reduction, further moves to
low-cost regions

Implementing Global Centers of Excellence

Global technology focus vs. regional concentration

Aggressive pursuit of global sales growth and diversification:

In core products of electrical distribution systems, smart junction
boxes, terminals and connectors, wireless products and select
body electronics

In new technologies such as hybrid electric systems and high-
voltage components

Electrical and Electronic Strategy Update^*

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

23

Continuing to Evolve Low-Cost Footprint^*

New seat foam plant in Wuhu, China

New seat trim facility in Hai Phong, Vietnam

Expanded Electrical & Electronic production at
WOFE in Shanghai, China

Other new low-cost facilities being established
in Asia, Eastern Europe, Morocco and Mexico

Expanding Shanghai, China Campus

Wuhu Foam Plant

Hai Phong Trim Facility

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

24

Recognized as an Industry Leader

3 Silver “World Excellence Awards” – Genk, Belgium, St. Thomas,
Ontario, Canada and Liberty, Missouri

“Supplier of the Year” for global Seating Systems

“VW Group Award 2008 for Enterprise Performance, Excellence in
Development and Logistics” in Puebla, Mexico

“Highest rated seat supplier”

“A- Level Supplier Status” at Lear Shenyang plant

“Supplier of the Year 2007” for Best JiT Supplier LEAR East London

“Supplier Recognition” for significant cost results in Brazil

“Quality Achievement Performance Certificate 2007” in Argentina

“2007 Supplier of the Year” in Kolin, Czech Republic

“Customer Appreciation” cut and sew operation in Halol, India

“Award for Excellent Service and Outstanding Performance in
2007” in Montgomery, Alabama

Lear’s ProTecPLuS^TM afinalist for Automotive News PACE Award;
SoyFoam^TMreceived honorable mention

25

Summary and Outlook^*

Business structure improvements being aggressively implemented to
improve long-term competitiveness:

Divested Interior business; retained minority interest

Aggressive actions to improve cost structure since 2005

Sales diversification; expanding low-cost footprint

Adopted global operating structure for business units

Implementing improvement plan for electrical and electronics

First-quarter 2008 financial results improve:

Net sales in core businesses of $3.9 billion, up 2%

Core operating earnings of $187 million, up 10%

Fifth consecutive quarter of year-over-year improvement

Continued focus on quality, service and innovation

Full-year 2008 outlook unchanged, with favorable operating
performance and foreign exchange offset by lower full-year N.A.
industry production and increasing commodity costs

Longer-term financial outlook continues to be positive

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

26

A DVANCE R ELENTLESSLY ^™

www.lear.com

LEA

NYSE

Listed

R

27

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 expense and income taxes,” “income before interest, other
expense, income taxes, restructuring costs and other special items, excluding the divested Interior business” (core operating earnings), “pretax income
before restructuring costs and other special items” and “free cash flow” (each, a non-GAAP financial measure).  Other expense includes, among other
things, non-income related taxes, foreign exchange gains and losses, discounts and expenses associated with the Company’s asset-backed securitization
and factoring facilities, minority interests in consolidated subsidiaries, equity in net income of affiliates and gains and losses on the sale of assets. 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 presentation are useful to both management and investors in their analysis of the
Company’s financial position and results of operations.  In particular, management believes that income before interest, other expense and income taxes,
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 (including those items that are included in other expense) that are not indicative of the Company's core operating
earnings or that may obscure trends useful in evaluating the Company’s continuing operating activities.  Management also believes that these measures
are useful to both management and investors in their analysis of the Company's results of operations and provide improved comparability between fiscal
periods.  Management believes that free cash flow is useful to both management and investors in their analysis of the Company’s ability to service and
repay its debt. Further, management uses these non-GAAP financial measures for planning and forecasting in future periods.

Income before interest, other expense and income taxes, core operating earnings, 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 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, other expense and the net change in sold accounts
receivable in any future period, a reconciliation of forward-looking financial measures to the most directly comparable financial measures calculated and
presented in accordance with GAAP is not feasible.  The magnitude of these items, however, may be significant.

Non-GAAP Financial Information

28

Non-GAAP Financial Information
Core Operating Earnings

Three Months

(in millions)

Q1 2008

Q1 2007

Pretax income

$        109.5

$           82.3

Divestiture of Interior business

                  -  

              25.6

Interest expense

             47.4

              51.5

Other expense, net *

               6.0

              25.0

Income before interest, other expense and income taxes

$         162.9

$          184.4

Restructuring costs and other special items -

Costs related to restructuring actions

             23.6

              15.8

Additional costs related to Interior divestiture (COS and SG&A)

                  -  

                8.2

Costs related to merger transaction

                  -  

                9.4

U.S. salaried pension plan curtailment gain

                  -  

            (36.4)

Less: Interior business

                  -  

(11.2)

Income before interest, other expense, income taxes,

restructuring costs and other special items, excluding the

divested Interior business   

$        186.5

$          170.2

(core operating earnings)

* Includes minority interests in consolidated subsidiaries and equity in net income of affiliates.

29

Non-GAAP Financial Information
Segment Earnings Reconciliation

Three Months

(in millions)

Q1 2008

Q1 2007

Seating

$          183.3

$            197.1

Electrical and electronic

              35.3

                17.5

Interior

                    -  

                  8.8

Segment earnings

            218.6

              223.4

Corporate and geographic headquarters and elimination of

intercompany activity

             (55.7)

              (39.0)

Income before interest, other expense and

income taxes

$           162.9

$           184.4

Divestiture of Interior business

                    -  

                25.6

Interest expense

               47.4

                51.5

Other expense, net

                 6.0

                25.0

Pretax income

$           109.5

$              82.3

30

Non-GAAP Financial Information
Adjusted Segment Earnings

Three Months Q1 2008

Three Months Q1 2007

Electrical and

Electrical and

(in millions)

Seating

Electronic

Seating

Electronic

Sales

3,036.1

$  

821.5

$           

2,994.2

$  

788.7

$           

Segment earnings

183.3

$     

35.3

$            

197.1

$     

17.5

$            

Costs related to restructuring actions

13.6

9.5

(4.6)

20.0

Adjusted segment earnings

196.9

$     

44.8

$            

192.5

$     

37.5

$            

31

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

Three Months

(in millions)

Q1 2008

Net cash provided by operating activities

125.8

$           

Net change in sold accounts receivable

(111.7)

Net cash provided by operating activities before net

change in sold accounts receivable

(cash from operations)

14.1

Capital expenditures

(45.5)

Free cash flow

(31.4)

$            

32

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, changes in the Company’s current vehicle production estimates, the loss of business with respect to, or the lack
of commercial success of, a vehicle model for which the Company is a significant 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 outcome and duration of the American Axle strike, 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, timing and success of restructuring 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, the cost and availability of raw
materials and energy, the Company's ability to mitigate any 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 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 2008 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 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.

33