2018 Annual Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 1-11311 (Exact name of registrant as specified in its charter) Delaware 13-3386776 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 21557 Telegraph Road, Southfield, MI 48033 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (248) 447-1500 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.01 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10- K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No As of June 30, 2018, the aggregate market value of the registrant’s common stock, par value $0.01 per share, held by non-affiliates of the registrant was $12,184,110,349. The closing price of the common stock on June 30, 2018, as reported on the New York Stock Exchange, was $185.81 per share. As of February 1, 2019, the number of shares outstanding of the registrant’s common stock was 62,515,419 shares. DOCUMENTS INCORPORATED BY REFERENCE Certain sections of the registrant’s Notice of Annual Meeting of Stockholders and Definitive Proxy Statement on Schedule 14A for its Annual Meeting of Stockholders to be held in May 2019, as described in the Cross Reference Sheet and Table of Contents included herewith, are incorporated by reference into Part III of this Report. Table of Contents LEAR CORPORATION AND SUBSIDIARIES CROSS REFERENCE SHEET AND TABLE OF CONTENTS Page Number or Reference PART I ITEM 1. Business............................................................................................................................ 3 ITEM 1A. Risk factors....................................................................................................................... 15 ITEM 1B. Unresolved staff comments.............................................................................................. 22 ITEM 2. Properties.......................................................................................................................... 23 ITEM 3. Legal proceedings ............................................................................................................ 24 ITEM 4. Mine safety disclosures .................................................................................................... 24 SUPPLEMENTARY ITEM. Executive officers of the Company.................................................................................. 24 PART II Market for the Company’s common equity, related stockholder matters and issuer ITEM 5. purchases of equity securities........................................................................................... 26 ITEM 6. Selected financial data...................................................................................................... 27 ITEM 7. Management’s discussion and analysis of financial condition and results of operations 31 ITEM 7A. Quantitative and qualitative disclosures about market risk (included in Item 7)............. ITEM 8. Consolidated financial statements and supplementary data............................................. 53 Changes in and disagreements with accountants on accounting and financial ITEM 9. disclosure.......................................................................................................................... 104 ITEM 9A. Controls and procedures................................................................................................... 104 ITEM 9B. Other information............................................................................................................. 104 PART III (1) ITEM 10. Directors, executive officers and corporate governance (2)............................................. 105 ITEM 11. Executive compensation (3)............................................................................................. 105 Security ownership of certain beneficial owners and management and related ITEM 12. stockholder matters (4)..................................................................................................... 105 ITEM 13. Certain relationships and related transactions, and director independence (5) ................ 106 ITEM 14. Principal accounting fees and services (6) ....................................................................... 106 PART IV ITEM 15. Exhibits and financial statement schedule ....................................................................... 106 ITEM 16. Form 10-K Summary ....................................................................................................... 106 ________________________ (1) Certain information is incorporated by reference, as indicated below, to the registrant’s Notice of Annual Meeting of Stockholders and Definitive Proxy Statement on Schedule 14A for its Annual Meeting of Stockholders to be held in May 2019 (the "Proxy Statement"). (2) A portion of the information required is incorporated by reference to the Proxy Statement sections entitled "Election of Directors" and "Directors and Corporate Governance." (3) Incorporated by reference to the Proxy Statement sections entitled "Directors and Corporate Governance — Director Compensation," "Compensation Discussion and Analysis," "Executive Compensation," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report." (4) A portion of the information required is incorporated by reference to the Proxy Statement section entitled "Directors and Corporate Governance — Security Ownership of Certain Beneficial Owners, Directors and Management." (5) Incorporated by reference to the Proxy Statement sections entitled "Certain Relationships and Related Party Transactions" and "Directors and Corporate Governance — Independence of Directors." (6) Incorporated by reference to the Proxy Statement section entitled "Fees of Independent Accountants." Table of Contents PART I ITEM 1 – BUSINESS In this Report, when we use the terms the "Company," "Lear," "we," "us" and "our," unless otherwise indicated or the context otherwise requires, we are referring to Lear Corporation and its consolidated subsidiaries. A substantial portion of the Company’s operations are conducted through subsidiaries controlled by Lear Corporation. The Company is also a party to various joint venture arrangements. Certain disclosures included in this Report constitute forward-looking statements that are subject to risks and uncertainties. See Item 1A, "Risk Factors," and Part II — Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements." BUSINESS OF THE COMPANY General Lear Corporation is a leading Tier 1 supplier to the global automotive industry. We supply seating, electrical distribution systems and electronic modules, as well as related sub-systems, components and software, to all of the world's major automotive manufacturers. We have 261 manufacturing, engineering and administrative locations in 39 countries and are continuing to grow our business in all automotive producing regions of the world, both organically and through complementary acquisitions.

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