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R




                          Lehman Brothers
               Industrial Select Conference
                          February 4, 2004


                                               fast forward
world’s leading automotive interior supplier
          advance relentlessly
Agenda




  I.    “This is Lear” Video
   I.    “This is Lear” Video

  II. Strategic Overview
   II. Strategic Overview
        Don Stebbins, President & COO -- Americas
         Don Stebbins, President & COO Americas

  III. Financial Review
   III. Financial Review
          Dave Wajsgras, SVP & CFO
          Dave Wajsgras, SVP & CFO

  IV. Q & A Session
   IV. Q & A Session




                                                    2
Strategic Overview




                     3
Strategic Overview
The Strategic Path We’ve Been Following

  Mid – Late 1990s
  Mid – Late 1990s
     Transform Lear from a seating supplier to an
      Transform Lear from a seating supplier to an
     industry-leading provider of complete
      industry-leading provider of complete
     automotive interior systems
      automotive interior systems
  Recent Years
  Recent Years
     Focus on improving operating fundamentals
     Focus on improving operating fundamentals
     Profitably grow our business worldwide
     Profitably grow our business worldwide
     Generate strong cash flow and pay down debt
     Generate strong cash flow and pay down debt

 Our Strategic Objective is to Deliver Superior Value
         to Our Customers and Shareholders
                                                        4
Strategic Overview
What We Have Accomplished

    Today, we are the world’s largest automotive
     Today, we are the world’s largest automotive
    interior supplier
     interior supplier
    Operating fundamentals strongest ever
    Operating fundamentals strongest ever
    Record sales and steadily improving financials
    Record sales and steadily improving financials
    Strong cash flow, reduced leverage and
     Strong cash flow, reduced leverage and
    Investment Grade status from S&P and Fitch
     Investment Grade status from S&P and Fitch
    Record backlog supports continued sales
    Record backlog supports continued sales
    diversification and growth
    diversification and growth
  Focused Strategy Has Allowed Lear to Meet Aggressive
   Customer Requirements, Deliver Improving Financial
   Results and Position the Company for Future Growth
                                                         5
Strategic Overview
Where We Are Heading




                          “Improve our business
    “Leverage our           structure and grow
 leadership position        our market share in
  in total interiors in          Europe”
    North America”
                                      “Aggressively expand
                                        our presence with
                                          Asian OEMs”

         Continue to Pursue Profitable Growth
       Worldwide and Generate Strong Cash Flow
                                                             6
Strategic Overview
Positioning Lear for Future Growth


        Europe                                     Asian JVs
          3                            China                    10 *
                    North
                                       India                     1*
                   America
                                       Thailand                  1*
                     12
                                       Japan                     2 **
     Asia
      14
                                           Total                14

                                       ----

                                       * Manufacturing JVs
29 Global Joint Ventures –
                                       ** Sales and Engineering JVs
9 Consolidated / 20 Non-consolidated

                                                                        7
Strategic Overview
Flexible Cost Structure
Representative
Core Operating
                                                                                Lear Advantage
                                                                                Lear Advantage
      Margin *             5%

                                                                         High variable cost structure
                          15%                                            High variable cost structure
          Fixed


                                                                         Highest-ever sales backlog
                                                                         Highest-ever sales backlog

                                                                         Local labor agreements
                                                                          Local labor agreements
                          80%
      Variable

                                                                         Relatively low capital
                                                                          Relatively low capital
                                                                         intensive business
                                                                          intensive business

                                                                         Legacy costs / /pension
                                                                          Legacy costs pension
                                                                         liabilities not significant
                                                                          liabilities not significant
   Materials as a % of Sales: 65%


 * Core operating margin represents income before interest, other expense and income taxes divided by net sales.
   Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.
                                                                                                                               8
Traits of Model Suppliers



                         Superior              Superior
    Superior
                       Organizational         Competitive
    Culture
                         Capability           Advantage


  “Can Do” Attitude     Bring Best-in-Class   Product Focus
                        Designs
  Obsessed with                               Quality Performance
  Continuous            Breakthrough
                                              Flawless Launches
  Improvement           Technology
                                              and Program
  Saying “No” the       Speed - Go Fast       Execution
  Right Way
                        Global Presence       Sustainable Cost
  Strive for Stretch                          Advantage
  Targets
                                              Best-in-Class Value

            Sustainable Contribution and Value
                                                                    9
2004 Plan




       Customer Service
       Customer Service
       Operational Excellence
       Operational Excellence
       Product Innovation & Growth
       Product Innovation & Growth
       Commercial Responsibility
       Commercial Responsibility
       Teamwork
       Teamwork


   Leverage Leadership Position in Total Interiors

                                                     10
Financial Review




                   11
Financial Review
Financial Highlights - Full Year 2003

             Record net sales of $15.75 billion, up 9% from 2002
             Record net sales of $15.75 billion, up 9% from 2002
             Net income of $5.55 per share, up 19% from 2002**
             Net income of $5.55 per share, up 19% from 2002
             Return on invested capital** increased to 10.6%
             Return on invested capital** increased to 10.6%
             Strong free cash flow**of $509 million
             Strong free cash flow**of $509 million
             Net debt** to capital ratio improved to 45.8%, lowest
              Net debt** to capital ratio improved to 45.8%, lowest
             level in 10 years
              level in 10 years

     Leveraging our Total Interior Capabilities to Deliver
         Value to our Customers and Shareholders
*    Excluding the cumulative effect of a change in accounting for goodwill of $4.46 per share in 2002.
**   Free cash flow represents net cash provided by operating activities before the net change in sold accounts receivable, less capital
     expenditures. Net debt represents total debt plus utilization of our ABS facility, less cash and cash equivalents. For further information on
     these measures, as well as return on invested capital, please see slides titled “Use of Non-GAAP Financial Information” at the end of this
                                                                                                                                                 12
     presentation.
Financial Priorities


    We are focused on:
    We are focused on:
            Profitable growth
            Profitable growth
                Improving ROIC
                 Improving ROIC
                       Generating cash
                       Generating cash
                          Financial discipline
                          Financial discipline


            Meeting Our Commitments and
             Delivering Shareholder Value
                                                 13
Focused Strategy has Supported
Rapid Growth

                                 Net sales have steadily
                                  Net sales have steadily
                         $15.7
                                 increased since our IPO
   Net Sales                      increased since our IPO
  (in billions)                  17 major acquisitions
                                  17 major acquisitions
                   th            during the 1990s
                                  during the 1990s
                 w
               ro
              G                  60% acquisition //40%
                                  60% acquisition 40%
         0%                      organic growth
       2                          organic growth
                                 No strategic hole in
                                  No strategic hole in
                                 Lear’s product lineup
         $3.1
                                  Lear’s product lineup
                                 Lear ranks as the 16th
                                  Lear ranks as the 16th
                                 fastest growing
                                  fastest growing
                                 company in the U.S.
                                  company in the U.S.
       1994             2003
                                 over the last ten years
                                  over the last ten years

 Developing Complete Automotive Interior Capability
             Has Led to Rapid Growth
                                                            14
Record Backlog Supports Continued Growth


        Sales Backlog*                                                                      Major New Business
         (in billions)                                       $4.4
                                                                                               New cockpit and interior
                                                                                               New cockpit and interior
                                                                                               programs
                                                                                               programs
                                                                                               Growth in seating
                                                                                               Growth in seating
                            $3.0
                                                                                               systems with Korean
                                                                                               systems with Korean
                                                                                               automakers
                                                                                               automakers
                                                                                               Electrical distribution and
                                                                                                Electrical distribution and
                                                                                               electronics systems,
                                                                                                electronics systems,
                                                                                               including TPMS
                                                                                                including TPMS
                                                                                               Added content on
                                                                                                Added content on
             Three-Year                        Five-Year
                                                                                               replacement programs
                                                                                                replacement programs



          Record Backlog Supports Continued Growth and
                     Diversification of Sales
                                                                                                                              15
* Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.
Return on Invested Capital Improving


                                     Trailing Twelve Month ROIC*
             11.0%
                                                                                                                         10.6%
             10.5%


                         9.8%
             10.0%


              9.5%


              9.0%


              8.5%
                                                   8.5%
              8.0%
                         1Q       2Q       3Q       4Q       1Q       2Q       3Q       4Q       1Q       2Q       3Q       4Q
                        2001     2001     2001     2001     2002     2002     2002     2002     2003     2003     2003     2003


* Return on Invested Capital (ROIC) represents income before restructuring charges, amortization, interest, other expense and income
  taxes times (1 - effective tax rate) divided by average invested capital. Average invested capital is the sum of total assets, sold accounts
  receivable and the present value of operating leases (assuming a discount rate of 10%) less the sum of accounts payable and drafts and
  accrued liabilities, based on the account values on the last day of the prior four quarters.
  Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.
                                                                                                                                                 16
Strong Free Cash Flow Generation


                                    Cumulative Free Cash Flow*
                                                                                                          $1,810
                                                         (in millions)


                                                                                       $1,301


                                                                     $907

                                                   $589


                                $179



                              1999               2000               2001               2002               2003
                         *
         Net Debt
         to Cap                70 %               65 %              63 %                58 %             < 46 %


 * Free cash flow represents net cash provided by operating activities before the net change in sold accounts receivable, less capital
   expenditures. Net debt represents total debt plus utilization of our ABS facility, less cash and cash equivalents.
   Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information.
                                                                                                                                         17
2004 Outlook
Vehicle Production Assumptions*

                   North America                                                           Western Europe
                        (in millions)                                                             (in millions)

                         15.9                   ≈ 16.0
    Full
                                                                                                                        ≈ 16.0
                                                                              Full
    Year                                                                                         16.2
                                                                              Year




  First                                                                    First
                  4.2                     4.2                                              4.3                    4.2
Quarter                                                                  Quarter
              2003 Actual           2004 Guidance                                     2003 Actual           2004 Guidance




              2004 Production Stable in North America
                       and Western Europe
* Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.
                                                                                                                                 18
2004 Outlook
First Quarter and Full Year Net Sales*

                                             First                                                                Full
                                             Quarter                                                              Year
           (in billions)


                                                                                                                  ≈ $16.2
                                             ≈ $4.3
               2004 Guidance




                                                                                                              $15.7
                                             $3.9
                               2003



                                                                                                          $14.4
                                             $3.5
                               2002




                    Record Net Sales in 2004 Anticipated
* Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.
                                                                                                                            19
2004 Outlook
Net Income Per Share**

                                                                                                                    $6.25
                                                                   $5.55                                            $5.85
           Full Year
                                   $4.65*




                                                                                                                    $1.20
     First Quarter
                                                                                                                    $1.10
                                                                  $1.01
                                $0.70*

                                 2002                             2003                    2004 Guidance



              Record Net Income Per Share Anticipated
*    Represents income per share before cumulative effect of a change in accounting principle, which excludes the impact of goodwill
     impairment of $298.5 million after-tax, or $4.50 per share in the first quarter of 2002 and $4.46 per share in the full year of 2002.
**   Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.
                                                                                                                                             20
Strategic Overview
How We Will Utilize Our Excess Cash
       What We Will Do. . .
            Invest internally in high return programs
             Invest internally in high return programs
            Pursue strategic acquisitions
            Pursue strategic acquisitions
            Maintain strong balance sheet
            Maintain strong balance sheet


       What We Will Evaluate. . .
            Pre-funding pension
            Pre-funding pension
            Increasing the dividend
             Increasing the dividend
            Share repurchases
            Share repurchases
 Strong Cash Flow Gives Lear Value Creation Options
                                                         21
Summary


    ‘Quality First’ Initiative driving continuous process
     ‘Quality First’ Initiative driving continuous process
    and quality improvements
     and quality improvements
    Lear is well positioned for profitable growth with
    Lear is well positioned for profitable growth with
    highest ever sales backlog and improving
    highest ever sales backlog and improving
    operating fundamentals
    operating fundamentals
    Key financial metrics improving:
    Key financial metrics improving:
       Strong net income per share growth
        Strong net income per share growth
       Continuing strong free cash flow
        Continuing strong free cash flow
       Solid and improving capital structure
        Solid and improving capital structure

   Strong Momentum to Continue in 2004 and
             Accelerate in 2005
                                                             22
R




         ADVANCE RELENTLESSLY™

LEA
Listed
                        www.lear.com
NYSE
Use of Non-GAAP Financial Information

In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included
throughout this presentation, the Company has provided information regarding certain non-GAAP financial measures. These measures
include “core operating margin,” “free cash flow,” “ROIC and “net debt.” Core operating margin represents income before interest, other
expense and income taxes divided by net sales. 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 appropriately as a substitute for borrowing
activity. ROIC represents income before restructuring charges, amortization, interest, other expense and income taxes times (1 - effective
tax rate) divided by average invested capital. Average invested capital is the sum of total assets, sold accounts receivable and the present
value of operating leases (assuming a discount rate of 10%) less the sum of accounts payable and drafts and accrued liabilities, based on
the account values on the last day of the prior four quarters. Net debt represents total debt plus utilization under the Company’s ABS facility,
less cash and cash equivalents.

Management believes that the non-GAAP financial measures used in this presentation are useful to both management and investors in their
analysis of the Company’s financial position and results of operations. In particular management believes that core operating margin is a
useful measure in assessing the Company’s financial performance by excluding certain items that are not indicative of the Company’s
continuing operating activities or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management
believes that free cash flow is useful in analyzing the Company’s ability to service and repay its debt. Management believes that ROIC is a
commonly used measure that provides useful information regarding the efficiency with which the Company’s assets are deployed.
Management believes that net debt provides useful information regarding a company’s financial condition. Further, management uses these
non-GAAP measures for planning and forecasting in future periods.

Neither core operating margin, free cash flow, ROIC nor net debt should be considered in isolation or as substitutes for net income, net cash
provided by operating activities, total debt or other balance sheet, income statement or cash flow statement data prepared in accordance
with GAAP or as measures of profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt
and thus, does not reflect funds available for investment or other discretionary uses. Also, these non-GAAP financial measures, as
determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies.

Set forth on the following slides are reconciliations of these non-GAAP financial measures to the most directly comparable financial
measures calculated and presented in accordance with GAAP.



                                                                                                                                                24
Use of Non-GAAP Financial Information
Free Cash Flow

(in millions)                                         Twelve Months
                                                    2003          2002
Free cash flow
Net cash provided by operating activities        $ 586.3      $ 545.1
Net change in sold accounts receivable             298.1         122.2
Net cash provided by operating activities
 before net change in sold accounts receivable     884.4         667.3
Capital expenditures                              ( 375.6 )     ( 272.6 )
Free cash flow                                   $ 508.8      $ 394.7




                                                                            25
Use of Non-GAAP Financial Information
Free Cash Flow

(in millions)                                                 Twelve Months
                                                    2001            2000         1999
Free cash flow
Net cash provided by operating activities        $ 829.8         $ 753.1      $ 560.3
Net change in sold accounts receivable            ( 245.0 )        ( 21.2 )      10.4
Net cash provided by operating activities
 before net change in sold accounts receivable     584.8           731.9        570.7
Capital expenditures                              ( 267.0 )       ( 322.3 )    ( 391.4 )
Free cash flow                                   $ 317.8         $ 409.6      $ 179.3




                                                                                           26
Use of Non-GAAP Financial Information
Return on Invested Capital Earnings


                                                                               Twelve Months
(in millions)
                                                               Q4 2003                Q4 2001                    Q1 2001
Income before restructuring charges,
amortization, interest, other expense
and income taxes
Income before income taxes                                $      534.2            $       89.9              $      395.9
Restructuring charges                                                -                   159.3                       4.2
Amortization                                                         -                    90.2                      90.1
Interest expense*                                                186.6                   254.7                     313.9
Other expense, net                                                51.8                    85.8                      44.1
Income before restructuring charges,
  amortization, interest, other expense
  and income taxes                                        $      772.8            $      679.9              $      848.2
 (return on invested capital earnings)


* Includes financing costs associated with our ABS facility.

  Note: Income before restructuring charges, amortization, interest, other expense and income taxes is used to
  calculate return on invested capital.
                                                                                                                           27
Use of Non-GAAP Financial Information
 Net Debt

    (in millions)                                                                    December 31,
                                                       2003                2002           2001               2000            1999
  Net debt
  Short-term borrowings                          $      17.1         $     37.3        $      63.2     $     72.4      $    103.6
  Current portion of long-term debt                      4.0                 3.9            129.5           155.6             63.6
  Long-term debt                                     2,057.2             2,132.8           2,293.9         2,852.1         3,324.8
  Total debt                                         2,078.3             2,174.0           2,486.6         3,080.1         3,492.0
  Cash and cash equivalents                          ( 169.3 )            ( 91.7 )          ( 87.6 )        ( 98.8 )        (106.9 )
  Asset backed securitization                               -             189.0             260.7                -               -
  Net debt                                       $ 1,909.0           $ 2,271.3         $ 2,659.7       $ 2,981.3       $ 3,385.1




Note: Net Debt to Capital is defined as Net Debt divided by Net Debt plus Stockholders’ Equity.
                                                                                                                                       28
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. Actual results may differ materially from anticipated results
as a result of certain risks and uncertainties, including but not limited to general economic conditions in the markets in which the
Company operates, including changes in interest rates and fuel prices, fluctuations in the production of vehicles for which the
Company is a supplier, labor disputes involving the Company or its significant customers or that otherwise affect the Company,
the Company’s ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions, the impact
and timing of program launch costs, costs associated with facility closures or similar actions, increases in warranty costs, risks
associated with conducting business in foreign countries, fluctuations in currency exchange rates, adverse changes in economic
conditions or political instability in the jurisdictions in which the Company operates, competitive conditions impacting the
Company’s key customers, raw material cost and availability, the outcome of legal proceedings, unanticipated changes in free
cash flow and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. In addition,
the full year per share earnings guidance is based on assumed 70.3 million shares outstanding and does not reflect the
potential dilutive impact of the convertible senior notes. These forward-looking statements are made as of the date hereof, and
the Company does not assume any obligation to update them.

This presentation also contains information on the Company’s sales backlog. The Company’s incremental sales backlog
reflects: (i) formally awarded new programs; (ii) targeted programs for which the Company believes there is a substantial
likelihood of award; (iii) phased-out and cancelled programs; (iv) estimates regarding customer-mandated changes in selling
prices; and (v) estimates of expected changes in vehicle content. Changes in any of these components may significantly impact
the Company’s backlog. In addition, backlog may be impacted by various assumptions imbedded in the calculation, including
vehicle production levels on new, replacement or targeted programs, currency exchange rates and the timing of major program
launches. For purposes of the backlog data presented in this press release, the Company has made the following assumptions:
(1) North American vehicle production of 16.0 million units; (2) Western European vehicle production of 16.0 million units; (3)
South American vehicle production of 1.9 million units; and (4) a Euro exchange rate of $1.20/Euro. Please refer to the
Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2002 for further information on the Company’s
calculation of backlog.




                                                                                                                                   29

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LEAR2004 lehmanbrothers

  • 1. R Lehman Brothers Industrial Select Conference February 4, 2004 fast forward world’s leading automotive interior supplier advance relentlessly
  • 2. Agenda I. “This is Lear” Video I. “This is Lear” Video II. Strategic Overview II. Strategic Overview Don Stebbins, President & COO -- Americas Don Stebbins, President & COO Americas III. Financial Review III. Financial Review Dave Wajsgras, SVP & CFO Dave Wajsgras, SVP & CFO IV. Q & A Session IV. Q & A Session 2
  • 4. Strategic Overview The Strategic Path We’ve Been Following Mid – Late 1990s Mid – Late 1990s Transform Lear from a seating supplier to an Transform Lear from a seating supplier to an industry-leading provider of complete industry-leading provider of complete automotive interior systems automotive interior systems Recent Years Recent Years Focus on improving operating fundamentals Focus on improving operating fundamentals Profitably grow our business worldwide Profitably grow our business worldwide Generate strong cash flow and pay down debt Generate strong cash flow and pay down debt Our Strategic Objective is to Deliver Superior Value to Our Customers and Shareholders 4
  • 5. Strategic Overview What We Have Accomplished Today, we are the world’s largest automotive Today, we are the world’s largest automotive interior supplier interior supplier Operating fundamentals strongest ever Operating fundamentals strongest ever Record sales and steadily improving financials Record sales and steadily improving financials Strong cash flow, reduced leverage and Strong cash flow, reduced leverage and Investment Grade status from S&P and Fitch Investment Grade status from S&P and Fitch Record backlog supports continued sales Record backlog supports continued sales diversification and growth diversification and growth Focused Strategy Has Allowed Lear to Meet Aggressive Customer Requirements, Deliver Improving Financial Results and Position the Company for Future Growth 5
  • 6. Strategic Overview Where We Are Heading “Improve our business “Leverage our structure and grow leadership position our market share in in total interiors in Europe” North America” “Aggressively expand our presence with Asian OEMs” Continue to Pursue Profitable Growth Worldwide and Generate Strong Cash Flow 6
  • 7. Strategic Overview Positioning Lear for Future Growth Europe Asian JVs 3 China 10 * North India 1* America Thailand 1* 12 Japan 2 ** Asia 14 Total 14 ---- * Manufacturing JVs 29 Global Joint Ventures – ** Sales and Engineering JVs 9 Consolidated / 20 Non-consolidated 7
  • 8. Strategic Overview Flexible Cost Structure Representative Core Operating Lear Advantage Lear Advantage Margin * 5% High variable cost structure 15% High variable cost structure Fixed Highest-ever sales backlog Highest-ever sales backlog Local labor agreements Local labor agreements 80% Variable Relatively low capital Relatively low capital intensive business intensive business Legacy costs / /pension Legacy costs pension liabilities not significant liabilities not significant Materials as a % of Sales: 65% * Core operating margin represents income before interest, other expense and income taxes divided by net sales. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information. 8
  • 9. Traits of Model Suppliers Superior Superior Superior Organizational Competitive Culture Capability Advantage “Can Do” Attitude Bring Best-in-Class Product Focus Designs Obsessed with Quality Performance Continuous Breakthrough Flawless Launches Improvement Technology and Program Saying “No” the Speed - Go Fast Execution Right Way Global Presence Sustainable Cost Strive for Stretch Advantage Targets Best-in-Class Value Sustainable Contribution and Value 9
  • 10. 2004 Plan Customer Service Customer Service Operational Excellence Operational Excellence Product Innovation & Growth Product Innovation & Growth Commercial Responsibility Commercial Responsibility Teamwork Teamwork Leverage Leadership Position in Total Interiors 10
  • 12. Financial Review Financial Highlights - Full Year 2003 Record net sales of $15.75 billion, up 9% from 2002 Record net sales of $15.75 billion, up 9% from 2002 Net income of $5.55 per share, up 19% from 2002** Net income of $5.55 per share, up 19% from 2002 Return on invested capital** increased to 10.6% Return on invested capital** increased to 10.6% Strong free cash flow**of $509 million Strong free cash flow**of $509 million Net debt** to capital ratio improved to 45.8%, lowest Net debt** to capital ratio improved to 45.8%, lowest level in 10 years level in 10 years Leveraging our Total Interior Capabilities to Deliver Value to our Customers and Shareholders * Excluding the cumulative effect of a change in accounting for goodwill of $4.46 per share in 2002. ** Free cash flow represents net cash provided by operating activities before the net change in sold accounts receivable, less capital expenditures. Net debt represents total debt plus utilization of our ABS facility, less cash and cash equivalents. For further information on these measures, as well as return on invested capital, please see slides titled “Use of Non-GAAP Financial Information” at the end of this 12 presentation.
  • 13. Financial Priorities We are focused on: We are focused on: Profitable growth Profitable growth Improving ROIC Improving ROIC Generating cash Generating cash Financial discipline Financial discipline Meeting Our Commitments and Delivering Shareholder Value 13
  • 14. Focused Strategy has Supported Rapid Growth Net sales have steadily Net sales have steadily $15.7 increased since our IPO Net Sales increased since our IPO (in billions) 17 major acquisitions 17 major acquisitions th during the 1990s during the 1990s w ro G 60% acquisition //40% 60% acquisition 40% 0% organic growth 2 organic growth No strategic hole in No strategic hole in Lear’s product lineup $3.1 Lear’s product lineup Lear ranks as the 16th Lear ranks as the 16th fastest growing fastest growing company in the U.S. company in the U.S. 1994 2003 over the last ten years over the last ten years Developing Complete Automotive Interior Capability Has Led to Rapid Growth 14
  • 15. Record Backlog Supports Continued Growth Sales Backlog* Major New Business (in billions) $4.4 New cockpit and interior New cockpit and interior programs programs Growth in seating Growth in seating $3.0 systems with Korean systems with Korean automakers automakers Electrical distribution and Electrical distribution and electronics systems, electronics systems, including TPMS including TPMS Added content on Added content on Three-Year Five-Year replacement programs replacement programs Record Backlog Supports Continued Growth and Diversification of Sales 15 * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information.
  • 16. Return on Invested Capital Improving Trailing Twelve Month ROIC* 11.0% 10.6% 10.5% 9.8% 10.0% 9.5% 9.0% 8.5% 8.5% 8.0% 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 2001 2001 2001 2001 2002 2002 2002 2002 2003 2003 2003 2003 * Return on Invested Capital (ROIC) represents income before restructuring charges, amortization, interest, other expense and income taxes times (1 - effective tax rate) divided by average invested capital. Average invested capital is the sum of total assets, sold accounts receivable and the present value of operating leases (assuming a discount rate of 10%) less the sum of accounts payable and drafts and accrued liabilities, based on the account values on the last day of the prior four quarters. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information. 16
  • 17. Strong Free Cash Flow Generation Cumulative Free Cash Flow* $1,810 (in millions) $1,301 $907 $589 $179 1999 2000 2001 2002 2003 * Net Debt to Cap 70 % 65 % 63 % 58 % < 46 % * Free cash flow represents net cash provided by operating activities before the net change in sold accounts receivable, less capital expenditures. Net debt represents total debt plus utilization of our ABS facility, less cash and cash equivalents. Please see slides titled “Use of Non-GAAP Financial Information” at the end of this presentation for further information. 17
  • 18. 2004 Outlook Vehicle Production Assumptions* North America Western Europe (in millions) (in millions) 15.9 ≈ 16.0 Full ≈ 16.0 Full Year 16.2 Year First First 4.2 4.2 4.3 4.2 Quarter Quarter 2003 Actual 2004 Guidance 2003 Actual 2004 Guidance 2004 Production Stable in North America and Western Europe * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 18
  • 19. 2004 Outlook First Quarter and Full Year Net Sales* First Full Quarter Year (in billions) ≈ $16.2 ≈ $4.3 2004 Guidance $15.7 $3.9 2003 $14.4 $3.5 2002 Record Net Sales in 2004 Anticipated * Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 19
  • 20. 2004 Outlook Net Income Per Share** $6.25 $5.55 $5.85 Full Year $4.65* $1.20 First Quarter $1.10 $1.01 $0.70* 2002 2003 2004 Guidance Record Net Income Per Share Anticipated * Represents income per share before cumulative effect of a change in accounting principle, which excludes the impact of goodwill impairment of $298.5 million after-tax, or $4.50 per share in the first quarter of 2002 and $4.46 per share in the full year of 2002. ** Please see slide titled “Forward-Looking Statements” at the end of this presentation for further information. 20
  • 21. Strategic Overview How We Will Utilize Our Excess Cash What We Will Do. . . Invest internally in high return programs Invest internally in high return programs Pursue strategic acquisitions Pursue strategic acquisitions Maintain strong balance sheet Maintain strong balance sheet What We Will Evaluate. . . Pre-funding pension Pre-funding pension Increasing the dividend Increasing the dividend Share repurchases Share repurchases Strong Cash Flow Gives Lear Value Creation Options 21
  • 22. Summary ‘Quality First’ Initiative driving continuous process ‘Quality First’ Initiative driving continuous process and quality improvements and quality improvements Lear is well positioned for profitable growth with Lear is well positioned for profitable growth with highest ever sales backlog and improving highest ever sales backlog and improving operating fundamentals operating fundamentals Key financial metrics improving: Key financial metrics improving: Strong net income per share growth Strong net income per share growth Continuing strong free cash flow Continuing strong free cash flow Solid and improving capital structure Solid and improving capital structure Strong Momentum to Continue in 2004 and Accelerate in 2005 22
  • 23. R ADVANCE RELENTLESSLY™ LEA Listed www.lear.com NYSE
  • 24. Use of Non-GAAP Financial Information In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included throughout this presentation, the Company has provided information regarding certain non-GAAP financial measures. These measures include “core operating margin,” “free cash flow,” “ROIC and “net debt.” Core operating margin represents income before interest, other expense and income taxes divided by net sales. 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 appropriately as a substitute for borrowing activity. ROIC represents income before restructuring charges, amortization, interest, other expense and income taxes times (1 - effective tax rate) divided by average invested capital. Average invested capital is the sum of total assets, sold accounts receivable and the present value of operating leases (assuming a discount rate of 10%) less the sum of accounts payable and drafts and accrued liabilities, based on the account values on the last day of the prior four quarters. Net debt represents total debt plus utilization under the Company’s ABS facility, less cash and cash equivalents. Management believes that the non-GAAP financial measures used in this presentation are useful to both management and investors in their analysis of the Company’s financial position and results of operations. In particular management believes that core operating margin is a useful measure in assessing the Company’s financial performance by excluding certain items that are not indicative of the Company’s continuing operating activities or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management believes that free cash flow is useful in analyzing the Company’s ability to service and repay its debt. Management believes that ROIC is a commonly used measure that provides useful information regarding the efficiency with which the Company’s assets are deployed. Management believes that net debt provides useful information regarding a company’s financial condition. Further, management uses these non-GAAP measures for planning and forecasting in future periods. Neither core operating margin, free cash flow, ROIC nor net debt should be considered in isolation or as substitutes for net income, net cash provided by operating activities, total debt or other balance sheet, income statement or cash flow statement data prepared in accordance with GAAP or as measures of profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and thus, does not reflect funds available for investment or other discretionary uses. Also, these non-GAAP financial measures, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies. Set forth on the following slides are reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. 24
  • 25. Use of Non-GAAP Financial Information Free Cash Flow (in millions) Twelve Months 2003 2002 Free cash flow Net cash provided by operating activities $ 586.3 $ 545.1 Net change in sold accounts receivable 298.1 122.2 Net cash provided by operating activities before net change in sold accounts receivable 884.4 667.3 Capital expenditures ( 375.6 ) ( 272.6 ) Free cash flow $ 508.8 $ 394.7 25
  • 26. Use of Non-GAAP Financial Information Free Cash Flow (in millions) Twelve Months 2001 2000 1999 Free cash flow Net cash provided by operating activities $ 829.8 $ 753.1 $ 560.3 Net change in sold accounts receivable ( 245.0 ) ( 21.2 ) 10.4 Net cash provided by operating activities before net change in sold accounts receivable 584.8 731.9 570.7 Capital expenditures ( 267.0 ) ( 322.3 ) ( 391.4 ) Free cash flow $ 317.8 $ 409.6 $ 179.3 26
  • 27. Use of Non-GAAP Financial Information Return on Invested Capital Earnings Twelve Months (in millions) Q4 2003 Q4 2001 Q1 2001 Income before restructuring charges, amortization, interest, other expense and income taxes Income before income taxes $ 534.2 $ 89.9 $ 395.9 Restructuring charges - 159.3 4.2 Amortization - 90.2 90.1 Interest expense* 186.6 254.7 313.9 Other expense, net 51.8 85.8 44.1 Income before restructuring charges, amortization, interest, other expense and income taxes $ 772.8 $ 679.9 $ 848.2 (return on invested capital earnings) * Includes financing costs associated with our ABS facility. Note: Income before restructuring charges, amortization, interest, other expense and income taxes is used to calculate return on invested capital. 27
  • 28. Use of Non-GAAP Financial Information Net Debt (in millions) December 31, 2003 2002 2001 2000 1999 Net debt Short-term borrowings $ 17.1 $ 37.3 $ 63.2 $ 72.4 $ 103.6 Current portion of long-term debt 4.0 3.9 129.5 155.6 63.6 Long-term debt 2,057.2 2,132.8 2,293.9 2,852.1 3,324.8 Total debt 2,078.3 2,174.0 2,486.6 3,080.1 3,492.0 Cash and cash equivalents ( 169.3 ) ( 91.7 ) ( 87.6 ) ( 98.8 ) (106.9 ) Asset backed securitization - 189.0 260.7 - - Net debt $ 1,909.0 $ 2,271.3 $ 2,659.7 $ 2,981.3 $ 3,385.1 Note: Net Debt to Capital is defined as Net Debt divided by Net Debt plus Stockholders’ Equity. 28
  • 29. 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. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties, including but not limited to general economic conditions in the markets in which the Company operates, including changes in interest rates and fuel prices, fluctuations in the production of vehicles for which the Company is a supplier, labor disputes involving the Company or its significant customers or that otherwise affect the Company, the Company’s ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions, the impact and timing of program launch costs, costs associated with facility closures or similar actions, increases in warranty costs, risks associated with conducting business in foreign countries, fluctuations in currency exchange rates, adverse changes in economic conditions or political instability in the jurisdictions in which the Company operates, competitive conditions impacting the Company’s key customers, raw material cost and availability, the outcome of legal proceedings, unanticipated changes in free cash flow and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. In addition, the full year per share earnings guidance is based on assumed 70.3 million shares outstanding and does not reflect the potential dilutive impact of the convertible senior notes. These forward-looking statements are made as of the date hereof, and the Company does not assume any obligation to update them. This presentation also contains information on the Company’s sales backlog. The Company’s incremental sales backlog reflects: (i) formally awarded new programs; (ii) targeted programs for which the Company believes there is a substantial likelihood of award; (iii) phased-out and cancelled programs; (iv) estimates regarding customer-mandated changes in selling prices; and (v) estimates of expected changes in vehicle content. Changes in any of these components may significantly impact the Company’s backlog. In addition, backlog may be impacted by various assumptions imbedded in the calculation, including vehicle production levels on new, replacement or targeted programs, currency exchange rates and the timing of major program launches. For purposes of the backlog data presented in this press release, the Company has made the following assumptions: (1) North American vehicle production of 16.0 million units; (2) Western European vehicle production of 16.0 million units; (3) South American vehicle production of 1.9 million units; and (4) a Euro exchange rate of $1.20/Euro. Please refer to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2002 for further information on the Company’s calculation of backlog. 29