LEA

SEC source: 0001209191-17-008742 · doc4.xml · derivative · entry 3

Murawski James L · CIK 0001319901 · VP, Corporate Controller & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,445 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested and settled in common stock on February 6, 2017.

F1 · derivative.exercise_date: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested and settled in common stock on February 6, 2017.

F1 · derivative.expiration_date: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested and settled in common stock on February 6, 2017.

SEC source: 0001209191-17-008742 · doc4.xml · nonDerivative · entry 2

Murawski James L · CIK 0001319901 · VP, Corporate Controller & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,565

F2 · kind: Shares withheld by the Company to satisfy minimum tax withholding requirements.

SEC source: 0001209191-17-008742 · doc4.xml · nonDerivative · entry 1

Murawski James L · CIK 0001319901 · VP, Corporate Controller & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,041

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested and settled in common stock on February 6, 2017.

SEC source: 0001209191-17-008723 · doc4.xml · derivative · entry 3

BURGESS SHARI L · CIK 0001193771 · VP Treas & Chief Diversity Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,487 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested and settled in common stock on February 6, 2017.

F1 · derivative.exercise_date: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested and settled in common stock on February 6, 2017.

F1 · derivative.expiration_date: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested and settled in common stock on February 6, 2017.

SEC source: 0001209191-17-008723 · doc4.xml · nonDerivative · entry 2

BURGESS SHARI L · CIK 0001193771 · VP Treas & Chief Diversity Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,028

F2 · kind: Shares withheld by the Company to satisfy minimum tax withholding requirements.

SEC source: 0001209191-17-008723 · doc4.xml · nonDerivative · entry 1

BURGESS SHARI L · CIK 0001193771 · VP Treas & Chief Diversity Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,517

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested and settled in common stock on February 6, 2017.

SEC source: 0001209191-16-155592 · doc4.xml · nonDerivative · entry 1

Bott Richard Harold · CIK 0001559364 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

SEC source: 0001209191-16-154954 · doc4.xml · nonDerivative · entry 3

Larkin Terrence B · CIK 0001422012 · EVP, Business Dev & Gen Cnsl

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,081

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.23 to $134.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001209191-16-154954 · doc4.xml · derivative · entry 4

Larkin Terrence B · CIK 0001422012 · EVP, Business Dev & Gen Cnsl

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,473 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These 2012 and 2013 "Career Share" restricted stock units vested and settled in common stock on December 11, 2016.

F1 · derivative.exercise_date: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These 2012 and 2013 "Career Share" restricted stock units vested and settled in common stock on December 11, 2016.

F1 · derivative.expiration_date: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These 2012 and 2013 "Career Share" restricted stock units vested and settled in common stock on December 11, 2016.

SEC source: 0001209191-16-154954 · doc4.xml · nonDerivative · entry 2

Larkin Terrence B · CIK 0001422012 · EVP, Business Dev & Gen Cnsl

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,101

F2 · kind: Shares withheld by the Company to satisfy minimum tax withholding requirements.

SEC source: 0001209191-16-154954 · doc4.xml · nonDerivative · entry 1

Larkin Terrence B · CIK 0001422012 · EVP, Business Dev & Gen Cnsl

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,554

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These 2012 and 2013 "Career Share" restricted stock units vested and settled in common stock on December 11, 2016.

SEC source: 0001209191-16-154074 · doc4.xml · nonDerivative · entry 1

RUNKLE DONALD L · CIK 0001189322 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,944

SEC source: 0001209191-16-153201 · doc4.xml · nonDerivative · entry 3

CAPO THOMAS P · CIK 0001163959 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,845

SEC source: 0001209191-16-153201 · doc4.xml · nonDerivative · entry 2

CAPO THOMAS P · CIK 0001163959 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,245

SEC source: 0001209191-16-153201 · doc4.xml · nonDerivative · entry 1

CAPO THOMAS P · CIK 0001163959 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,645

SEC source: 0001209191-16-151122 · doc4.xml · derivative · entry 1

STEPHENS MEL · CIK 0001193797 · SVP Comm, Facilities & Inv Rel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,188

Underlying: Common Stock · 1,188 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-151119 · doc4.xml · derivative · entry 1

SCOTT RAYMOND E · CIK 0001193791 · EVP & President, Seating

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,179

Underlying: Common Stock · 2,179 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-151123 · doc4.xml · derivative · entry 1

Vanneste Jeffrey H. · CIK 0001544854 · Sr. VP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,179

Underlying: Common Stock · 2,179 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-151121 · doc4.xml · derivative · entry 1

Simoncini Matthew · CIK 0001354501 · Director · President & CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,151

Underlying: Common Stock · 5,151 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-151117 · doc4.xml · derivative · entry 1

Orsini Frank C · CIK 0001533483 · Sr. VP & President, EPMS

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,386

Underlying: Common Stock · 1,386 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-151115 · doc4.xml · derivative · entry 1

Murawski James L · CIK 0001319901 · VP, Corporate Controller & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 713

Underlying: Common Stock · 713 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-151114 · doc4.xml · derivative · entry 1

Larkin Terrence B · CIK 0001422012 · EVP, Business Dev & Gen Cnsl

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,179

Underlying: Common Stock · 2,179 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-151113 · doc4.xml · derivative · entry 1

Kunkel Jay K. · CIK 0001592005 · President, Asia Pacific Ops

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,981

Underlying: Common Stock · 1,981 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-151112 · doc4.xml · derivative · entry 1

DiDonato Thomas A · CIK 0001344040 · Sr VP, Human Resources

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,179

Underlying: Common Stock · 2,179 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-151111 · doc4.xml · derivative · entry 1

BURGESS SHARI L · CIK 0001193771 · VP Treas & Chief Diversity Off

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 673

Underlying: Common Stock · 673 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F2 · derivative.exercise_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

F2 · derivative.expiration_date: These "Career Share" RSUs vest on the third anniversary of the grant date but are not converted into shares of common stock until or after age 62 or a qualifying retirement and remain subject to forfeiture for a voluntary termination prior to meeting retirement eligibility requirements.

SEC source: 0001209191-16-149993 · doc4.xml · derivative · entry 3

Murawski James L · CIK 0001319901 · VP, Corporate Controller & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,261 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These "Career Share" restricted stock units vested and settled in common stock on November 13, 2016.

F1 · derivative.exercise_date: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These "Career Share" restricted stock units vested and settled in common stock on November 13, 2016.

F1 · derivative.expiration_date: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These "Career Share" restricted stock units vested and settled in common stock on November 13, 2016.

SEC source: 0001209191-16-149993 · doc4.xml · nonDerivative · entry 2

Murawski James L · CIK 0001319901 · VP, Corporate Controller & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,596

F2 · kind: Shares withheld by the Company to satisfy minimum tax withholding requirements.

SEC source: 0001209191-16-149993 · doc4.xml · nonDerivative · entry 1

Murawski James L · CIK 0001319901 · VP, Corporate Controller & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,179

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These "Career Share" restricted stock units vested and settled in common stock on November 13, 2016.

SEC source: 0001209191-16-143273 · doc4.xml · nonDerivative · entry 1

FOSTER JONATHAN F · CIK 0001122068 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,025

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.2301 to $119.2437, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 10

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 9

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 8

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 489

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 7

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 562

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 6

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 647

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 5

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 688

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 4

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 780

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 3

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 883

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 2

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,368

SEC source: 0001209191-17-021210 · doc4.xml · nonDerivative · entry 1

MALLETT CONRAD L JR · CIK 0001193785 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,542

F1 · kind: A reconciliation of current broker statements to Mr. Mallett's most recent Form 4 indicates an unreported difference of 2,697 shares of Common Stock as a result of one or more transactions in Lear Corporation (the "Company") Common Stock that occurred on or after November 9, 2009, the date that the Company emerged from bankruptcy. The date(s) of such transactions(s) and price(s) at which Common Stock was bought or sold are unknown.

F1 · price: A reconciliation of current broker statements to Mr. Mallett's most recent Form 4 indicates an unreported difference of 2,697 shares of Common Stock as a result of one or more transactions in Lear Corporation (the "Company") Common Stock that occurred on or after November 9, 2009, the date that the Company emerged from bankruptcy. The date(s) of such transactions(s) and price(s) at which Common Stock was bought or sold are unknown.

SEC source: 0000928475-08-000374 · form4110408_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 7

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 7

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1- 7

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 7

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 7

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 7

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · see footnotes 1 - 7

Disclosed balance after: 3,830,515

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 247,745 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,228,028 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,567,926 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 126,956 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · derivative · entry 18

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 0

Underlying: Common Stock · 200,000 shares

Expires 2008-07-31

F15 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 6, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 200,000 shares of Common Stock subject to the Swap, the decrease between $20.00 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F15 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 6, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 200,000 shares of Common Stock subject to the Swap, the decrease between $20.00 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F15 · derivative.exercise_date: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 6, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 200,000 shares of Common Stock subject to the Swap, the decrease between $20.00 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of Lear as set forth in Table II of the Form 3 filed by the Reporting Persons on October 27, 2006 (the "Form 3") and the applicable footnotes thereto. Generally, under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date.

F9 · ownership.nature: In addition, generally, under each Swap, each of High River, Icahn Partners or Icahn Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · derivative · entry 17

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 0

Underlying: Common Stock · 67,700 shares

Expires 2008-07-31

F14 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 5, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 67,700 shares of Common Stock subject to the Swap, the decrease between $20.24 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F14 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 5, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 67,700 shares of Common Stock subject to the Swap, the decrease between $20.24 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F14 · derivative.exercise_date: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 5, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 67,700 shares of Common Stock subject to the Swap, the decrease between $20.24 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of Lear as set forth in Table II of the Form 3 filed by the Reporting Persons on October 27, 2006 (the "Form 3") and the applicable footnotes thereto. Generally, under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date.

F9 · ownership.nature: In addition, generally, under each Swap, each of High River, Icahn Partners or Icahn Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · derivative · entry 16

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 0

Underlying: Common Stock · 243,800 shares

Expires 2008-07-31

F13 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 1, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 243,800 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F13 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 1, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 243,800 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F13 · derivative.exercise_date: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 1, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 243,800 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of Lear as set forth in Table II of the Form 3 filed by the Reporting Persons on October 27, 2006 (the "Form 3") and the applicable footnotes thereto. Generally, under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date.

F9 · ownership.nature: In addition, generally, under each Swap, each of High River, Icahn Partners or Icahn Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · derivative · entry 15

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 0

Underlying: Common Stock · 121,600 shares

Expires 2008-07-31

F12 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on August 31, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 121,600 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F12 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on August 31, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 121,600 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F12 · derivative.exercise_date: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on August 31, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 121,600 shares of Common Stock subject to the Swap, the decrease between $20.23 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of Lear as set forth in Table II of the Form 3 filed by the Reporting Persons on October 27, 2006 (the "Form 3") and the applicable footnotes thereto. Generally, under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date.

F9 · ownership.nature: In addition, generally, under each Swap, each of High River, Icahn Partners or Icahn Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · derivative · entry 14

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 0

Underlying: Common Stock · 78,800 shares

Expires 2008-07-31

F11 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 24, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 78,800 shares of Common Stock subject to the Swap, the decrease between $21.95 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F11 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 24, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 78,800 shares of Common Stock subject to the Swap, the decrease between $21.95 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F11 · derivative.exercise_date: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 24, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 78,800 shares of Common Stock subject to the Swap, the decrease between $21.95 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of Lear as set forth in Table II of the Form 3 filed by the Reporting Persons on October 27, 2006 (the "Form 3") and the applicable footnotes thereto. Generally, under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date.

F9 · ownership.nature: In addition, generally, under each Swap, each of High River, Icahn Partners or Icahn Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · derivative · entry 13

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 0

Underlying: Common Stock · 307,200 shares

Expires 2008-07-31

F10 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 21, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 307,200 shares of Common Stock subject to the Swap, the decrease between $20.81 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F10 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 21, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 307,200 shares of Common Stock subject to the Swap, the decrease between $20.81 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F10 · derivative.exercise_date: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on July 21, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 307,200 shares of Common Stock subject to the Swap, the decrease between $20.81 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of Lear as set forth in Table II of the Form 3 filed by the Reporting Persons on October 27, 2006 (the "Form 3") and the applicable footnotes thereto. Generally, under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date.

F9 · ownership.nature: In addition, generally, under each Swap, each of High River, Icahn Partners or Icahn Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Form 3 and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 12

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,330,515

F15 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 6, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 200,000 shares of Common Stock subject to the Swap, the decrease between $20.00 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F15 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 6, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 200,000 shares of Common Stock subject to the Swap, the decrease between $20.00 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 11

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,530,515

F15 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 6, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 200,000 shares of Common Stock subject to the Swap, the decrease between $20.00 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 10

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,330,515

F14 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 5, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 67,700 shares of Common Stock subject to the Swap, the decrease between $20.24 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F14 · price: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 5, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 67,700 shares of Common Stock subject to the Swap, the decrease between $20.24 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

SEC source: 0000928475-08-000290 · form4080108_ex.xml · nonDerivative · entry 9

ICAHN CARL C · CIK 0000921669 · 10% owner · see footnotes 1 - 9

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes 1 - 9

KOALA HOLDING LLC · CIK 0001366162 · see footnotes 1 - 9

ICAHN PARTNERS MASTER FUND LP · CIK 0001322827 · see footnotes 1 - 9

ICAHN PARTNERS LP · CIK 0001313666 · see footnotes 1 - 9

AREP CAR HOLDINGS CORP. · CIK 0001411060 · see footnotes 1 - 9

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 12,398,215

F14 · kind: On July 31, 2008, upon the expiration in accordance with its terms of a Swap entered into by High River, Icahn Partners and Icahn Master and a counterparty on September 5, 2006, High River, Icahn Partners and Icahn Master paid to the counterparty an amount representing, for each of the 67,700 shares of Common Stock subject to the Swap, the decrease between $20.24 (the initial reference price) and $18.025 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the expiration of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-6(b) under the Exchange Act) and sale of the reference shares.

F1 · ownership.nature: High River Limited Partnership ("High River") directly beneficially owns 659,860 shares of Common Stock, Koala Holding LP ("Koala") directly beneficially owns 1,739,131 shares of Common Stock, Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,069,719 shares of Common Stock, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,526,235 shares of Common Stock, and AREP Car Holdings Corp. ("AREP Car") directly beneficially owns 335,570 shares of Common Stock.

F2 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper") and the sole stockholder of Koala Holding GP Corp. ("Koala GP"). Hopper is the general partner of High River and Koala GP is the general partner of Koala. Icahn Onshore LP ("Icahn Onshore") is the general partner of Icahn Partners and Icahn Offshore LP ("Icahn Offshore") is the general partner of Icahn Master. Icahn Capital LP ("Icahn Capital") is the general partner of each of Icahn Onshore and Icahn Offshore. IPH GP LLC ("IPH") is the general partner of Icahn Capital.

F3 · ownership.nature: Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("IEP") and Icahn Enterprises Holdings L.P. ("IEP Holdings"). Carl C. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in IEP. IEP is the sole limited partner of IEP Holdings, which is the sole member of IPH and the sole stockholder of AREP Car. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F4 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein. Each of Koala GP, Barberry and Mr. Icahn, by virtue of their relationship to Koala, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Koala owns. Each of Koala GP, Barberry and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of its pecuniary interest therein.

F5 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Partners, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to Icahn Master, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn, by virtue of their relationship to AREP Car, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which AREP Car owns. Each of IEP Holdings, IEP GP, Beckton and Mr. Icahn disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.