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Item 9A. Controls and Procedures

2023-02-09 compared with 2022-02-10 · 35 added, 26 removed, 175 unchanged (26% of the section changed)

8 unchanged sentences

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 February 2022, the Company completed the acquisition of substantially all of Kongsberg Automotive's Interior Comfort Systems business unit ("Kongsberg ICS") and is currently integrating Kongsberg ICS into its operations, compliance programs and internal control processes.

Kongsberg ICS constituted approximately 2.8% of the Company's total assets as of December 31, 2022, including goodwill and intangible assets recorded as part of the purchase price allocations, and approximately 1.2% of the Company's net sales in the year ended December 31, 2022.

Securities and Exchange Commission rules and regulations allow 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 Kongsberg ICS from its assessment of the Company's internal control over financial reporting as of December 31, 2022.

Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2022.

10 unchanged sentences

Code of Ethics

We have adopted a code of ethics that applies to our executive officers, including our Principal Executive Officer, our Principal Financial Officer and our Principal Accounting Officer.

This code of ethics is entitled "Specific Provisions for Executive Officers" within our Code of Business Conduct and Ethics, which can be found on our website at http://www.lear.com.

We have adopted a Code of Business Conduct and Ethics that applies to our executive officers, including our Principal Executive Officer, our Principal Financial Officer and our Principal Accounting Officer, which can be found on our website at http://www.lear.com.

We will post any amendment to or waiver from the provisions of the Code of Business Conduct and Ethics that applies to the executive officers above on the same website and will provide it to stockholders free of charge upon written request by contacting Lear Corporation at 21557 Telegraph Road, Southfield, Michigan 48033, Attention:

67 unchanged sentences

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 8, 2021).

4.8 Second Supplemental Indenture, dated November 28, 2021, between the Company and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on November 8, 2021).

4.9 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).

7 unchanged sentences

10.8 * Form of 2019 Performance Share Terms and Conditions under the Lear Corporation 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2019).

10.9 * Form of 2019 Restricted Stock Unit Terms and Conditions under the Lear Corporation 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2019).

Index to Exhibits

Number Exhibit Name

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).

1 unchanged sentence

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.

10.13 * First Amendment to the Lear Corporation Salaried Retirement Restoration Program (amended and restated effective December 29, 2017) effective as of November 18, 2020 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021).

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).

5 unchanged sentences

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.

10.21 * Form of 2021 Performance Share Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021).

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

6 unchanged sentences

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).

10.26 * Amended and Restated Employment Agreement, dated September 21, 2022, between the Company and Thomas A.

DiDonato (incorporated by referenced to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 2022).

Index to Exhibits

Number Exhibit Name

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

2 unchanged sentences

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

Index to Exhibits

Number Exhibit Name

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

4 unchanged sentences

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).

10.32 * Amended and Restated Employment Agreement, dated September 21, 2022, between the Company and Harry A.

Kemp (incorporated by referenced to Exhibit 10.

2 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 2022).

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).

12 unchanged sentences

** 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

Index to Exhibits

Number Exhibit Name

** 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Index to Exhibits

Number Exhibit Name

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).

22 unchanged sentences

(Principal Executive Officer)

Cardew /s/ Roger A.

Cardew Roger A.

Cardew a Director

Senior Vice President and Chief Financial Officer

(Principal Financial Officer) /s/ Patricia L.

Doyle a Director

Vice President and Chief Accounting Officer /s/ Kathleen A.

(Principal Accounting Officer) Kathleen A.

/s/ Mei-Wei Cheng

Mei-Wei Cheng /s/ Conrad L.

a Director Conrad L.

Senior Vice President and Chief Financial Officer a Director

(Principal Financial Officer)

Doyle /s/ Patricia L.

Doyle Patricia L.

Vice President and Chief Accounting Officer a Director

(Principal Accounting Officer)

/s/ Mei-Wei Cheng /s/ Kathleen A.

Mei-Wei Cheng Kathleen A.

a Director a Director

/s/ Jonathan F.

Foster /s/ Gregory C.

a Director Gregory C.

Non-Executive Chairman of the Board of Directors and

Foster /s/ Conrad L.

Foster Conrad L.

a Director a Director

/s/ Bradley M.

Halverson a Director

Halverson /s/ Gregory C.

Halverson Gregory C.

a Director 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