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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).
−Removed: 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.
−Removed: 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.
+Added: In April 2023, the Company completed the acquisition of I.G.
+Added: Bauerhin ("IGB") and is currently integrating IGB into its operations, compliance programs and internal control processes.
+Added: IGB constituted less than 2% of the Company's total assets as of December 31, 2023, including goodwill and intangible assets recorded as part of the purchase price allocations, and less than 1% of the Company's net sales for the year ended December 31, 2023.
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.
−Removed: 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.
+Added: The Company has excluded the acquired operations of IGB from its assessment of the Company's internal control over financial reporting as of December 31, 2023.
Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2023.
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ITEM 9B – OTHER INFORMATION
+Added: Rule 10b5-1 Trading Plan
+Added: During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.
ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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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).
−Removed: 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).
+Added: ** 3.2 Second Amended and Restated Bylaws of the Company.
4.1 Indenture, dated August 17, 2017, among the Company and U.S.
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10.5 * Third Amendment to the Lear Corporation Pension Equalization Program, effective as of December 18, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2007).
−Removed: 10.6 * Lear Corporation Outside Directors Compensation Plan, amended and restated effective January 1, 2016 (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015).
* Lear Corporation Outside Directors Compensation Plan - Form of Cash Retainer Deferral Election, effective as of September 13, 2017 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
−Removed: 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).
−Removed: Index to Exhibits
−Removed: Number Exhibit Name
−Removed: 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).
−Removed: 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).
−Removed: 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 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019).
* 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).
* 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).
−Removed: 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).
−Removed: 10.15 * Form of 2018 Restricted Stock Unit Terms and Conditions under the Lear Corporation 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
+Added: Index to Exhibits
+Added: Number Exhibit Name
* Lear Corporation Outside Directors Compensation Plan, amended and restated effective May 16, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2019).
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* 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).
−Removed: 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).
* Second Amended and Restated Employment Agreement, dated February 14, 2018, between the Company and Raymond E.
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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).
−Removed: 10.26 * Amended and Restated Employment Agreement, dated September 21, 2022, between the Company and Thomas A.
−Removed: 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).
−Removed: Index to Exhibits
−Removed: Number Exhibit Name
−Removed: 10.27 * Waiver Agreement, dated April 10, 2020, between Lear Corporation and Thomas A.
−Removed: 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).
* Employment Agreement, dated August 8, 2019, between Lear Corporation and Carl A.
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* Amended and Restated Employment Agreement, dated September 21, 2022, between the Company and Harry A.
−Removed: Kemp (incorporated by referenced to Exhibit 10.
−Removed: 2 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 1, 2022).
+Added: 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).
* 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 HSBC Bank USA, National Association, as syndication 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 October 28, 2021).
+Added: Index to Exhibits
+Added: Number Exhibit Name
* 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).
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* 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).
−Removed: 10.39 * First Amendment to the Lear Corporation Outside Directors Compensation Plan, effective September 13, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
* Lear Corporation Outside Directors Compensation Plan - Form of Stock Grant Deferral Election, effective as of September 13, 2017 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
* Anti-Hedging and Anti-Pledging Policy, amended and restated as of September 13, 2017 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
−Removed: 10.42 * Lear Corporation 2019 Inducement Grant Plan (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed on April 17, 2019).
+Added: * Lear Corporation 2019 Long-Term Stock Incentive Plan (Amended and Restated as of May 18, 2023) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2023).
+Added: * Form of Restricted Stock Unit Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan.
+Added: * Form of Performance Share Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan.
+Added: * Form of Restricted Stock Unit " Career Shares " Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan.
+Added: * Lear Corporation Annual Incentive Plan (Amended and Restated as of January 1, 2024).
+Added: * Lear Corporation Outside Directors Compensation Plan, Amended and Restated effective May 16, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023).
+Added: Extension Agreement and Amendment No.
+Added: 2 dated November 21, 2023, related to the Amended and Restated Credit Agreement, dated October 28, 2021 (as amended by that certain Amendment No.
+Added: 1, dated June 14, 2023) among Lear Corporation, the foreign subsidiary borrowers from time to time thereto, the lenders from time to time party thereto, Barclays Bank PLC, Bank of America, N.A., Citibank, N.A.
+Added: and HSBC Bank USA, National Association, as syndication 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 November 21, 2023.
+Added: * L ear Corpor ation Executi ve Retiree Health Reimbursement Account Plan .
** 21.1 List of subsidiaries of the Company.
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** 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
−Removed: Index to Exhibits
−Removed: Number Exhibit Name
** 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1 Lear Corporation Incentive Based Compensation Recoupment Policy (incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023).
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).
4 unchanged sentences
**** 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Index to Exhibits
+Added: Number Exhibit Name
**** 101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
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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.