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Item 9A. Controls and Procedures

2021-02-10 compared with 2020-02-04 · 65 added, 53 removed, 131 unchanged (47% of the section changed)

ITEM 9A – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

(a) Disclosure Controls and Procedures

The Company has evaluated, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer along with the Company’s Senior Vice President and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Report.

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Based on the evaluation described above, the Company’s President and Chief Executive Officer along with the Company’s Senior Vice President and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the desired control objectives were achieved as of the end of the period covered by this Report.

Management’s Annual Report on Internal Control over Financial Reporting

(b) Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer along with the Company’s Senior Vice President and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

In April 2019, the Company completed the acquisition of Xevo Inc.

("Xevo") and is currently integrating Xevo into its operations, compliance programs and internal control processes.

Xevo constituted 2.9% of the Company's total assets as of December 31, 2019 , including the goodwill and intangible assets recorded as part of the purchase price allocation, and 0.4% of the Company's net sales for the year ended December 31, 2019 .

SEC guidance allows companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year following an acquisition while integrating the acquired company.

The Company has excluded the acquired operations of Xevo from its assessment of internal control over financial reporting.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.

Attestation Report of the Registered Public Accounting Firm

The attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting is set forth in Item 8, "Consolidated Financial Statements and Supplementary Data," under the caption "Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting" and incorporated herein by reference.

Changes in Internal Control over Financial Reporting

(d) Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2020, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Equity Compensation Plan Information

As of December 31, 2019

Number of securities to be

As of December 31, 2020 Number of securities to be

issued upon exercise of

1 unchanged sentence

warrants and rights

Weighted average

(a) Weighted average

exercise price of

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warrants and rights

Number of securities

(b) Number of securities

available for future

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Equity compensation plans not approved by security holders — — —

Includes 705,136 of outstanding restricted stock units and 849,544 of outstanding performance shares.

Total 1,534,501 $ 9.90 1,624,471

(1) Includes 616,584 of outstanding restricted stock units, 809,471 of outstanding performance shares and 108,446 of outstanding stock options.

Outstanding performance shares are reflected at the maximum possible payout that may be earned during the relevant performance periods.

(2) Reflects outstanding restricted stock units and performance shares at a weighted average price of zero.

Reflects outstanding stock options at a weighted average exercise price of $140.09.

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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All other financial statement schedules are omitted because such schedules are not required or the information required has been presented in the aforementioned financial statements.

The exhibits listed on the "Index to Exhibits" on pages 109 through 111 are filed with this Form 10-K or incorporated by reference as set forth below.

Additional Financial Statement Schedules

The exhibits listed on the "Index to Exhibits" are filed with this Form 10-K or incorporated by reference as set forth below.

(b) The exhibits listed on the "Index to Exhibits" are filed with this Form 10-K or incorporated by reference as set forth below.

ITEM 16 – FORM 10-K Summary

Index to Exhibits

Number Exhibit Name

3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 9, 2009).

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 9, 2009).

Indenture, dated March 26, 2010, among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 29, 2010).

Fifth Supplemental Indenture, dated November 21, 2014, among the Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 21, 2014).

Sixth Supplemental Indenture, dated June 25, 2015, among the Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2015).

4.1 Indenture, dated August 17, 2017, among the Company and U.S.

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Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 1, 2019).

Description of Lear Corporation's securities.

4.5 Fourth Supplemental Indenture, dated February 24, 2020, among the Company and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 24, 2020).

4.6 Description of Lear Corporation's securities (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.1 * Lear Corporation 2009 Long-Term Stock Incentive Plan, amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).

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10.10 * Form of 2018 Restricted Stock Unit "Career Shares" Award Agreement under the Lear Corporation 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).

Form of 2019 Restricted Stock Unit “Career Shares” Award Agreement under the Lear Corporation 2019 Long-Term Stock Incentive Plan.

10.11 * Form of 2019 Restricted Stock Unit “Career Shares” Award Agreement under the Lear Corporation 2019 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.12 * Lear Corporation Salaried Retirement Restoration Program (f/k/a Lear Corporation PSP Excess Plan), amended and restated effective December 29, 2017 (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).

** 10.13 * First Amendment to the Lear Corporation Salaried Retirement Restoration Program (amended and restated effective December 29, 2017), effective as of November 18, 2020.

10.14 * Form of 2016 Restricted Stock Unit "Career Shares" Award Agreement under the Lear Corporation 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015).

4 unchanged sentences

10.19 * Form of 2019 Restricted Stock Unit Terms and Conditions for Non-Employee Directors under the Lear Corporation 2019 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2019).

10.20 * Form of 2020 Performance-Based Career Shares Award Agreement under the Lear Corporation 2019 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 19, 2020).

** 10.21 * Form of 2021 Performance Share Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan.

10.22 * Second Amended and Restated Employment Agreement, dated February 14, 2018, between the Company and Raymond E.

Scott (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2018).

10.23 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Raymond E.

Scott (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2020).

10.24 * Employment Agreement, dated September 27, 2019, between Lear Corporation and Jason M.

Cardew (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 1, 2019).

Amended and Restated Employment Agreement, dated September 30, 2019, between Lear Corporation and Jeffrey H.

Vanneste (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 1, 2019).

10.25 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Jason M.

Cardew (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2020).

10.26 * Employment Agreement, dated April 2, 2012, between the Company and Thomas A.

DiDonato (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).

10.27 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Thomas A.

DiDonato (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2020).

10.28 * Employment Agreement, dated August 8, 2019, between Lear Corporation and Carl A.

Esposito (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 14, 2019).

10.29 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Carl A.

Esposito (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2020).

10.30 * Second Amended and Restated Employment Agreement, dated March 1, 2018, between the Company and Frank C.

Orsini (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2018).

Second Amended and Restated Employment Agreement, dated February 14, 2018, between the Company and Raymond E.

Scott (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2018).

10.31 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Frank C.

Orsini (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2020).

10.32 * Employment Agreement, dated June 25, 2019, between Lear Corporation and Harry A.

Kemp (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 28, 2019).

Second Amended and Restated Employment Agreement, dated June 25, 2019, between Lear Corporation and Terrence B.

Larkin (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 28, 2019).

Employment Agreement, dated August 8, 2019, between Lear Corporation and Carl A.

Esposito (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 14, 2019).

Employment Agreement, dated March 1, 2018, between the Company and Jeneanne M.

Hanley (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 1, 2018).

Employment Agreement, dated April 2, 2012, between the Company and Thomas A.

DiDonato (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).

10.33 * Lear Corporation Annual Incentive Plan (Amended and Restated as of January 1, 2014) (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2014).

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and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 27, 2019).

10.37 Extension Agreement and Amendment No.

2, dated February 20, 2020, related to the Credit Agreement, dated as of August 8, 2017 (as amended by that certain Extension Agreement dated as of March 27, 2019), among Lear Corporation, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, HSBC Securities (USA) Inc., as syndication agent, Barclays Bank PLC, Citibank N.A.

10.38 * First Amendment to the Lear Corporation Annual Incentive Plan (amended and restated as of January 1, 2014), effective February 9, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2017).

Second amendment to the Lear Corporation Annual Incentive Plan (amended and restated January 1, 2014), effective December 19, 2019.

10.39 * Second Amendment to the Lear Corporation Annual Incentive Plan (amended and restated January 1, 2014), effective December 19, 2019 (incorporated by reference to Exhibit 10.

3 3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.40 * Statement on Confidential Information, effective as of August 9, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).

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99.1 Debtors’ First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code dated September 18, 2009 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 5, 2009).

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

*** 101.INS XBRL Instance Document.

**** 101.SCH XBRL Taxonomy Extension Schema Document.

**** 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

**** 101.LAB XBRL Taxonomy Extension Label Linkbase Document.

**** 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

**** 101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

*** 104 Cover Page Interactive Data File

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/s/ Raymond E.

/s/ Mary Lou Jepsen

Mary Lou Jepsen

President and Chief Executive Officer and a Director

Scott /s/ Bradley M.

Scott Bradley M.

President and Chief Executive Officer and a Director a Director

(Principal Executive Officer)

/s/ Kathleen A.

/s/ Mary Lou Jepsen

Cardew Mary Lou Jepsen

Cardew a Director

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Conrad L.

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

/s/ Gregory C.

(Principal Financial Officer) /s/ Roger A.

Doyle a Director

Vice President and Chief Accounting Officer /s/ Patricia L.

(Principal Accounting Officer) Patricia L.

/s/ Thomas P.

/s/ Henry D.G.

Capo /s/ Kathleen A.

a Director Kathleen A.

/s/ Mei-Wei Cheng

Mei-Wei Cheng

Non-Executive Chairman of the Board of Directors and

Mei-Wei Cheng /s/ Conrad L.

a Director Conrad L.

/s/ Jonathan F.

Foster /s/ Gregory C.

a Director Gregory C.

Non-Executive Chairman of the Board of Directors and

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures