LEAR CORP
For the period ended Dec 31, 2023. Filed Feb 8, 2024.
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FY2023 · Filed Feb 8, 2024
LEA$110.83+0.5%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K summary
None.
| Index to Exhibits | |||
|---|---|---|---|
| ExhibitNumber · 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 | Second Amended and Restated Bylaws of the Company. | |
| 4.1 | Indenture, dated August 17, 2017, 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 August 17, 2017). | ||
| 4.2 | First Supplemental Indenture, dated August 17, 2017, among the Company and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 17, 2017). | ||
| 4.3 | Second Supplemental Indenture, dated May 1, 2019, 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 May 1, 2019). | ||
| 4.4 | Third Supplemental Indenture, dated May 1, 2019, among the Company and U.S. 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). | ||
| 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 | Indenture, dated November 8. 2021, between 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 November 8, 2021). | ||
| 4.7 | First Supplemental Indenture, dated November 8, 2021, between the Company and U.S. 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). | ||
| 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). | |
| 10.2 | * | Lear Corporation Pension Equalization Program, as amended through August 15, 2003 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004). | |
| 10.3 | * | First Amendment to the Lear Corporation Pension Equalization Program, dated as of December 21, 2006 (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006). | |
| 10.4 | * | Second Amendment to the Lear Corporation Pension Equalization Program, dated as of May 9, 2007 (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007). | |
| 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). | |
| 10.6 | * | 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). | |
| 10.7 | * | 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). | |
| 10.8 | * | 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). | |
| Index to Exhibits | ||
|---|---|---|
| ExhibitNumber · Exhibit Name | ||
| 10.9 | * | 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). |
| 10.10 | * | Lear Corporation 2019 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on July 26, 2019). |
| 10.11 | * | Form of RSU Grant Deferral Election under the Lear Corporation Outside Directors Compensation Plan, effective as of May 16, 2019 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2019). |
| 10.12 | * | 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). |
| 10.13 | * | 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). |
| 10.14 | * | 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). |
| 10.15 | * | 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). |
| 10.16 | * | 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). |
| 10.17 | * | 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). |
| 10.18 | * | 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). |
| 10.19 | * | 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). |
| 10.20 | * | 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). |
| 10.21 | * | 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). |
| 10.22 | * | 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). |
| 10.23 | * | 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). |
| 10.24 | * | First Amendment to the Lear Corporation 2009 Long-Term Stock Incentive Plan (amended and restated as of January 1, 2014), effective as of January 1, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2017). |
| 10.25 | Amended and Restated Credit Agreement, dated as of October 28, 2021, among the Company, the foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Barclays Bank PLC, Bank of America, N.A., Citibank N.A. 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). | |
| Index to Exhibits | |||
|---|---|---|---|
| ExhibitNumber · Exhibit Name | |||
| 10.26 | * | 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). | |
| 10.27 | * | Second Amendment to the Lear Corporation Annual Incentive Plan (amended and restated January 1, 2014), effective December 19, 2019 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019). | |
| 10.28 | * | 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). | |
| 10.29 | * | 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). | |
| 10.30 | * | 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). | |
| 10.31 | * | 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). | |
| ** | 10.32 | * | Form of Restricted Stock Unit Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan. |
| ** | 10.33 | * | Form of Performance Share Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan. |
| ** | 10.34 | * | Form of Restricted Stock Unit "Career Shares" Terms and Conditions under the Lear Corporation 2019 Long-Term Stock Incentive Plan. |
| ** | 10.35 | * | Lear Corporation Annual Incentive Plan (Amended and Restated as of January 1, 2024). |
| 10.36 | * | 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). | |
| 10.37 | Extension Agreement and Amendment No. 2 dated November 21, 2023, related to the Amended and Restated Credit Agreement, dated October 28, 2021 (as amended by that certain Amendment No. 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. 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. | ||
| ** | 10.38 | * | Lear Corporation Executive Retiree Health Reimbursement Account Plan. |
| ** | 21.1 | List of subsidiaries of the Company. | |
| ** | 23.1 | Consent of Ernst & Young LLP. | |
| ** | 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. | |
| ** | 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. | |
| ** | 32.1 | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| ** | 32.2 | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 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). | ||
| *** | 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. | |
| Index to Exhibits | ||
|---|---|---|
| ExhibitNumber | Exhibit Name | |
| **** | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
| *** | 104 | Cover Page Interactive Data File |
- Compensatory plan or arrangement.
** Filed herewith.
*** The XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data
File because their XBRL tags are embedded within the Inline XBRL document.
**** Submitted electronically with the Report.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on February 8, 2024.
| Lear Corporation | |
|---|---|
| By: | /s/ Raymond E. Scott |
| Raymond E. Scott | |
| President and Chief Executive Officer and a Director (Principal Executive Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of Lear Corporation and in the capacities indicated on February 8, 2024.
| /s/ Raymond E. Scott | /s/ Mary Lou Jepsen |
|---|---|
| Raymond E. Scott | Mary Lou Jepsen |
| President and Chief Executive Officer and a Director | a Director |
| (Principal Executive Officer) | |
| /s/ Jason M. Cardew | /s/ Roger A. Krone |
| Jason M. Cardew | Roger A. Krone |
| Senior Vice President and Chief Financial Officer | a Director |
| (Principal Financial Officer) | |
| /s/ Amy A. Doyle | /s/ Patricia L. Lewis |
| Amy A. Doyle | Patricia L. Lewis |
| Vice President and Chief Accounting Officer | a Director |
| (Principal Accounting Officer) | |
| /s/ Mei-Wei Cheng | /s/ Kathleen A. Ligocki |
| Mei-Wei Cheng | Kathleen A. Ligocki |
| a Director | a Director |
| /s/ Jonathan F. Foster | /s/ Conrad L. Mallett, Jr. |
| Jonathan F. Foster | Conrad L. Mallett, Jr. |
| a Director | a Director |
| /s/ Bradley M. Halverson | /s/ Gregory C. Smith |
| Bradley M. Halverson | Gregory C. Smith |
| a Director | Non-Executive Chairman of the Board of Directors and |
| a Director | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.