UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 2829, ~~2024~~2025.


☐			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: 001-11311

(Exact name of registrant as specified in its charter)

_______________________________________


Delaware						13-3386776
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

21557 Telegraph Road, Southfield, MI 48033

(Address of principal executive offices)

(248) 447-1500

(Registrant's telephone number, including area code)

_______________________________________


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	LEA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 x 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 x No ☐

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 Exchange Act). Yes ☐ No x

As of May 2, 2025, the number of shares outstanding of the registrant's common stock was 53,463,492 shares.

Table of Contents

LEAR CORPORATION AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 2829, ~~2024~~2025

INDEX

			Page No.
Part I – Financial Information
Item 1 - Condensed Consolidated Financial Statements			1
Introduction to the Condensed Consolidated Financial Statements			1
Condensed Consolidated Balance Sheets - September 28, 2024 (Unaudited) and December 31, 2023			2
Condensed Consolidated Balance Sheets - March 29, 2025 (Unaudited) and December 31, 2024			2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Three and Nine Months Ended September 28, 2024 and September 30, 2023			3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - Three Months Ended March 29, 2025 and March 30, 2024			3
Condensed Consolidated Statements of Equity (Unaudited) - Three and Nine Months Ended September 28, 2024 and September 30, 2023			4
Condensed Consolidated Statements of Equity (Unaudited) - Three Months Ended March 29, 2025 and March 30, 2024			4
Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended September 28, 2024 and September 30, 2023			8
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 29, 2025 and March 30, 2024			8
Notes to the Condensed Consolidated Financial Statements (Unaudited)			9
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations			3231
Item 3 – Quantitative and Qualitative Disclosures about Market Risk			4644
Item 4 – Controls and Procedures			4745
Part II – Other Information
Item 1 – Legal Proceedings			4846
Item 1A – Risk Factors			4846
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			4847
Item 5 – Other Information			4847
Item 6 – Exhibits			4948
Signatures			5049

Table of Contents

LEAR CORPORATION AND SUBSIDIARIES

PART I — FINANCIAL INFORMATION

ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTION TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We have prepared the unaudited condensed consolidated financial statements of Lear Corporation and subsidiaries pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading when read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, for the year ended December 31, ~~2023~~2024.

The financial information presented reflects all adjustments (consisting of normal recurring adjustments) which are, in our opinion, necessary for a fair presentation of the results of operations, cash flows and financial position for the interim periods presented. These results are not necessarily indicative of a full year's results of operations.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

	September 28,2024 (1)		December 31,2023
	March 29,2025 (1)		December 31,2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	~~763~~779.9	$	1,~~196~~052.39
Accounts receivable	4,~~289~~224.42		3,~~681~~589.23
Inventories	1,~~768~~681.15		1,~~758~~601.01
Other	~~987.~~1,030.2		~~1,001~~940.48
Total current assets	7,~~808~~715.58		7,~~636~~184.91
LONG-TERM ASSETS:
Property, plant and equipment, net	2,~~912~~846.29		2,~~977~~833.4
Goodwill	1,~~754~~723.42		1,~~737~~699.92
Other	2,~~343~~337.04		2,~~343~~310.38
Total long-term assets	76,~~009~~907.65		76,~~058~~843.64
Total assets	$	14,~~818~~623.13	$	14,~~695~~027.5
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Short-term borrowings	$	2726.8	$	2726.57
Accounts payable and drafts	3,~~493~~631.76		3,~~434~~250.25
Accrued liabilities	2,~~368~~186.97		2,~~205~~167.26
Current portion of long-term debt	2.32		02.32
Total current liabilities	5,~~892~~847.73		5,~~667~~447.20
LONG-TERM LIABILITIES:
Long-term debt	2,~~767~~733.80		2,~~742~~733.63
Other	1,~~263~~218.34		1,~~225~~246.12
Total long-term liabilities	43,~~031~~951.14		3,~~967~~979.75
EQUITY:
Preferred stock, 100,000,000 shares authorized (including 10,896,250 Series A convertible preferred stock authorized); no shares outstanding	—		—
Preferred stock, 100,000,000 shares authorized (including 10,896,250 Series A convertible preferred stock); no shares outstanding	—		—
Common stock, $0.01 par value, 300,000,000 shares authorized; 64,571,405 shares issued as of September 28, 2024 and December 31, 2023	0.6		0.6
Common stock, $0.01 par value, 300,000,000 shares authorized; 64,571,405 shares issued as of March 29, 2025 and December 31, 2024	0.6		0.6
Additional paid-in capital	1,~~064~~073.79		1,~~050~~077.54
Common stock held in treasury, 9,992,821 and 7,592,473 shares as of September 28, 2024 and December 31, 2023, respectively, at cost	(1,322.9)		(1,044.6)
Common stock held in treasury, 11,108,852 and 10,993,851 shares as of March 29, 2025 and December 31, 2024, respectively, at cost	(1,425.7)		(1,423.6)
Retained earnings	5,~~884~~959.43		5,~~601~~931.10
Accumulated other comprehensive loss	(~~861~~949.67)		(~~688~~1,133.87)
Lear Corporation stockholders' equity	4,765.2		4,918.8
Lear Corporation shareholders' equity	4,658.4		4,451.7
Noncontrolling interests	~~129~~166.12		~~141~~149.83
Equity	4,~~894~~824.36		54,~~060~~601.60
Total liabilities and equity	$	14,~~818~~623.13	$	14,~~695~~027.5

(1) Unaudited

The accompanying notes are an integral part of these condensed consolidated balance sheets.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(Unaudited; in millions, except share and per share data)

	Three Months Ended				~~Nine Months Ended~~
	September 28,2024		September 30,2023		September 28,2024		September 30,2023
	March 29,2025		March 30,2024
Net sales	$	5,~~584~~560.43	$	5,~~781~~994.06	$	~~17,591.4~~	$	~~17,625.7~~
Cost of sales	5,~~179~~201.1		5,~~362~~596.85		~~16,339.2~~		~~16,320.5~~
Selling, general and administrative expenses	~~174~~172.14		~~182~~186.5		~~535.9~~		~~542.1~~
Amortization of intangible assets	105.72		15.51		~~38.5~~		~~47.4~~
Interest expense, net	2625.58		2526.71		~~79.5~~		~~76.1~~
Other expense, net	320.4		513.85		~~24.3~~		~~39.0~~
Consolidated income before provision for income taxes and equity in net income of affiliates	~~190~~135.64		~~188~~156.79		~~574.0~~		~~600.6~~
Provision for income taxes	4745.12		4740.05		~~133.8~~		~~134.1~~
Equity in net income of affiliates	(12.53)		(10.45)		~~(37.1)~~		~~(36.2)~~
Consolidated net income	~~156~~102.05		~~152~~126.19		~~477.3~~		~~502.7~~
Less: Net income attributable to noncontrolling interests	2021.28		1917.23		~~58.8~~		~~57.5~~
Net income attributable to Lear	$	~~135~~80.87	$	~~132~~109.96	$	~~418.5~~	$	~~445.2~~
Basic net income per share attributable to Lear (Note 14)	$	2.42	$	2.26	$	7.38	$	7.54
Basic net income per share attributable to Lear (Note 13)	$	1.50	$	1.91
Diluted net income per share attributable to Lear (Note 14)	$	2.41	$	2.25	$	7.33	$	7.50
Diluted net income per share attributable to Lear (Note 13)	$	1.49	$	1.90
Cash dividends declared per share	$	0.77	$	0.77	$	~~2.31~~	$	~~2.31~~
Average common shares outstanding	5653,~~038~~916,~~579~~073		5857,~~766~~251,~~586~~970		~~56,737,212~~		~~59,072,189~~
Average diluted shares outstanding	5654,~~373~~227,~~835~~394		5957,~~075~~569,~~638~~739		~~57,057,468~~		~~59,333,590~~
Consolidated comprehensive income (Condensed Consolidated Statements of Equity)	$	~~228~~287.42	$	458.65	$	~~306.1~~	$	~~472.8~~
Less: Comprehensive income attributable to noncontrolling interests	2422.85		1815.51		~~60.4~~		~~51.0~~
Comprehensive income (loss) attributable to Lear	$	203.6	$	(13.9)	$	245.7	$	421.8
Comprehensive income attributable to Lear	$	264.7	$	43.4

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited; in millions, except share and per share data)

	Three Months Ended September 28, 2024
	Three Months Ended March 29, 2025
	Common Stock		Additional Paid-In Capital		Common Stock Held in Treasury		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Lear Corporation ~~Stockholders~~Shareholders' Equity
Balance at June 29, 2024	$	0.6	$	1,052.6	$	(1,115.2)	$	5,793.2	$	(929.4)	$	4,801.8
Balance at January 1, 2025	$	0.6	$	1,077.4	$	(1,423.6)	$	5,931.0	$	(1,133.7)	$	4,451.7
Comprehensive income:
Net income	—		—		—		~~135~~80.87		—		~~135~~80.87
Other comprehensive income	—		—		—		—		67184.80		67184.80
Total comprehensive income	—		—		—		~~135~~80.87		67184.80		~~203~~264.67
Stock-based compensation	—		1620.08		—		—		—		1620.08
Net issuance of 23,695 shares held in treasury in settlement of stock-based compensation	—		(3.9)		3.5		(0.7)		—		(1.1)
Net issuance of 148,002 shares held in treasury in settlement of stock-based compensation	—		(24.3)		23.0		(8.7)		—		(10.0)
Repurchase of 1,875,382 shares of common stock at average price of $111.48 per share	—		—		(211.2)		—		—		(211.2)
Repurchase of 263,003 shares of common stock at average price of $95.06 per share	—		—		(25.1)		—		—		(25.1)
Dividends declared to Lear Corporation stockholders	—		—		—		(43.9)		—		(43.9)
Dividends declared to Lear Corporation shareholders	—		—		—		(43.7)		—		(43.7)
Dividends declared to noncontrolling interest holders	—		—		—		—		—		—
Balance at September 28, 2024	$	0.6	$	1,064.7	$	(1,322.9)	$	5,884.4	$	(861.6)	$	4,765.2
Balance at March 29, 2025	$	0.6	$	1,073.9	$	(1,425.7)	$	5,959.3	$	(949.7)	$	4,658.4

	Nine Months Ended September 28, 2024
	Common Stock		Additional Paid-In Capital		Common Stock Held in Treasury		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Lear Corporation Stockholders' Equity
Balance at January 1, 2024	$	0.6	$	1,050.5	$	(1,044.6)	$	5,601.1	$	(688.8)	$	4,918.8
Comprehensive income (loss):
Net income	—		—		—		418.5		—		418.5
Other comprehensive income (loss)	—		—		—		—		(172.8)		(172.8)
Total comprehensive income (loss)	—		—		—		418.5		(172.8)		245.7
Stock-based compensation	—		50.6		—		—		—		50.6
Net issuance of 168,740 shares held in treasury in settlement of stock-based compensation	—		(36.4)		23.8		(1.7)		—		(14.3)
Repurchase of 2,569,088 shares of common stock at average price of $116.48 per share	—		—		(302.1)		—		—		(302.1)
Dividends declared to Lear Corporation stockholders	—		—		—		(133.5)		—		(133.5)
Dividends declared to noncontrolling interest holders	—		—		—		—		—		—
Balance at September 28, 2024	$	0.6	$	1,064.7	$	(1,322.9)	$	5,884.4	$	(861.6)	$	4,765.2

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited; in millions, except share and per share data)

	Three Months Ended September 28, 2024
	Three Months Ended March 29, 2025
	Lear Corporation Stockholders' Equity		Non-controlling Interests		Equity
	Lear Corporation Shareholders' Equity		Non-controlling Interests		Equity
Balance at June 29, 2024	$	4,801.8	$	112.2	$	4,914.0
Balance at January 1, 2025	$	4,451.7	$	149.3	$	4,601.0
Comprehensive income:
Net income	~~135~~80.87		2021.28		~~156~~102.05
Other comprehensive income	67184.80		40.67		72184.47
Total comprehensive income	~~203~~264.67		2422.85		~~228~~287.42
Stock-based compensation	1620.08		—		1620.08
Net issuance of 23,695 shares held in treasury in settlement of stock-based compensation	(1.1)		—		(1.1)
Net issuance of 148,002 shares held in treasury in settlement of stock-based compensation	(10.0)		—		(10.0)
Repurchase of 1,875,382 shares of common stock at average price of$111.48 per share	(211.2)		—		(211.2)
Repurchase of 263,003 shares of common stock at average price of$95.06 per share	(25.1)		—		(25.1)
Dividends declared to Lear Corporation stockholders	(43.9)		—		(43.9)
Dividends declared to Lear Corporation shareholders	(43.7)		—		(43.7)
Dividends declared to noncontrolling interest holders	—		(75.96)		(75.96)
Balance at September 28, 2024	$	4,765.2	$	129.1	$	4,894.3
Balance at March 29, 2025	$	4,658.4	$	166.2	$	4,824.6

	Nine Months Ended September 28, 2024
	Lear Corporation Stockholders' Equity		Non-controlling Interests		Equity
Balance at January 1, 2024	$	4,918.8	$	141.8	$	5,060.6
Comprehensive income (loss):
Net income	418.5		58.8		477.3
Other comprehensive income (loss)	(172.8)		1.6		(171.2)
Total comprehensive income (loss)	245.7		60.4		306.1
Stock-based compensation	50.6		—		50.6
Net issuance of 168,740 shares held in treasury in settlement of stock-based compensation	(14.3)		—		(14.3)
Repurchase of 2,569,088 shares of common stock at average price of $116.48 per share	(302.1)		—		(302.1)
Dividends declared to Lear Corporation stockholders	(133.5)		—		(133.5)
Dividends declared to noncontrolling interest holders	—		(73.1)		(73.1)
Balance at September 28, 2024	$	4,765.2	$	129.1	$	4,894.3

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited; in millions, except share and per share data)

	Three Months Ended September 30, 2023
	Three Months Ended March 30, 2024
	Common Stock		Additional Paid-In Capital		Common Stock Held in Treasury		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Lear Corporation ~~Stockholders~~Shareholders' Equity
Balance at July 1, 2023	$	0.6	$	1,027.1	$	(797.8)	$	5,432.3	$	(681.7)	$	4,980.5
Balance at January 1, 2024	$	0.6	$	1,050.5	$	(1,044.6)	$	5,601.1	$	(688.8)	$	4,918.8
Comprehensive income (loss):
Net income	—		—		—		~~132~~109.96		—		~~132~~109.96
Other comprehensive loss	—		—		—		—		(~~146~~66.82)		(~~146~~66.82)
Total comprehensive income (loss)	—		—		—		~~132~~109.96		(~~146~~66.82)		~~(13~~43.9)4
Stock-based compensation	—		1618.16		—		—		—		1618.16
Net issuance of 27,590 shares held in treasury in settlement of stock-based compensation	—		(6.0)		3.7		0.1		—		(2.2)
Net issuance of 129,082 shares held in treasury in settlement of stock-based compensation	—		(29.9)		18.1		(1.0)		—		(12.8)
Repurchase of 521,552 shares of common stock at average price of $143.57 per share	—		—		(75.7)		—		—		(75.7)
Repurchase of 215,774 shares of common stock at average price of $139.50 per share	—		—		(30.2)		—		—		(30.2)
Dividends declared to Lear Corporation stockholders	—		—		—		(46.0)		—		(46.0)
Dividends declared to Lear Corporation shareholders	—		—		—		(44.9)		—		(44.9)
Dividends declared to noncontrolling interest holders	—		—		—		—		—		—
Balance at September 30, 2023	$	0.6	$	1,037.2	$	(869.8)	$	5,519.3	$	(828.5)	$	4,858.8
Balance at March 30, 2024	$	0.6	$	1,039.2	$	(1,056.7)	$	5,664.8	$	(755.0)	$	4,892.9

	Nine Months Ended September 30, 2023
	Common Stock		Additional Paid-In Capital		Common Stock Held in Treasury		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Lear Corporation Stockholders' Equity
Balance at January 1, 2023	$	0.6	$	1,023.1	$	(753.9)	$	5,214.1	$	(805.1)	$	4,678.8
Comprehensive income (loss):
Net income	—		—		—		445.2		—		445.2
Other comprehensive loss	—		—		—		—		(23.4)		(23.4)
Total comprehensive income (loss)	—		—		—		445.2		(23.4)		421.8
Stock-based compensation	—		51.2		—		—		—		51.2
Net issuance of 168,428 shares held in treasury in settlement of stock-based compensation	—		(37.1)		23.3		(1.0)		—		(14.8)
Repurchase of 991,084 shares of common stock at average price of $139.22 per share	—		—		(139.2)		—		—		(139.2)
Dividends declared to Lear Corporation stockholders	—		—		—		(139.0)		—		(139.0)
Dividends declared to noncontrolling interest holders	—		—		—		—		—		—
Balance at September 30, 2023	$	0.6	$	1,037.2	$	(869.8)	$	5,519.3	$	(828.5)	$	4,858.8

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited; in millions, except share and per share data)

	Three Months Ended September 30, 2023
	Three Months Ended March 30, 2024
	Lear Corporation Stockholders' Equity		Non-controlling Interests		Equity
	Lear Corporation Shareholders' Equity		Non-controlling Interests		Equity
Balance at July 1, 2023	$	4,980.5	$	110.8	$	5,091.3
Balance at January 1, 2024	$	4,918.8	$	141.8	$	5,060.6
Comprehensive income (loss):
Net income	~~132~~109.96		1917.23		~~152~~126.19
Other comprehensive loss	(~~146~~66.82)		(02.72)		(~~147~~68.54)
Total comprehensive income (loss)	~~(13~~43.9)4		1815.51		458.65
Stock-based compensation	1618.16		—		1618.16
Net issuance of 27,590 shares held in treasury in settlement of stock-based compensation	(2.2)		—		(2.2)
Net issuance of 129,082 shares held in treasury in settlement of stock-based compensation	(12.8)		—		(12.8)
Repurchase of 521,552 shares of common stock at average price of$143.57 per share	(75.7)		—		(75.7)
Repurchase of 215,774 shares of common stock at average price of$139.50 per share	(30.2)		—		(30.2)
Dividends declared to Lear Corporation stockholders	(46.0)		—		(46.0)
Dividends declared to Lear Corporation shareholders	(44.9)		—		(44.9)
Dividends declared to noncontrolling interest holders	—		(463.86)		(463.86)
Balance at September 30, 2023	$	4,858.8	$	124.5	$	4,983.3
Balance at March 30, 2024	$	4,892.9	$	93.3	$	4,986.2

	Nine Months Ended September 30, 2023
	Lear Corporation Stockholders' Equity		Non-controlling Interests		Equity
Balance at January 1, 2023	$	4,678.8	$	151.5	$	4,830.3
Comprehensive income (loss):
Net income	445.2		57.5		502.7
Other comprehensive loss	(23.4)		(6.5)		(29.9)
Total comprehensive income (loss)	421.8		51.0		472.8
Stock-based compensation	51.2		—		51.2
Net issuance of 168,428 shares held in treasury in settlement of stock-based compensation	(14.8)		—		(14.8)
Repurchase of 991,084 shares of common stock at average price of $139.22 per share	(139.2)		—		(139.2)
Dividends declared to Lear Corporation stockholders	(139.0)		—		(139.0)
Dividends declared to noncontrolling interest holders	—		(78.0)		(78.0)
Balance at September 30, 2023	$	4,858.8	$	124.5	$	4,983.3

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)

	Nine Months Ended
	Three Months Ended
	September 28,2024		September 30,2023
	March 29,2025		March 30,2024
Cash Flows from Operating Activities:
Consolidated net income	$	~~477~~102.35	$	~~502~~126.79
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Adjustments to reconcile consolidated net income to net cash used in operating activities:
Depreciation and amortization	~~461~~147.67		~~450~~155.3
Net change in recoverable customer engineering, development and tooling	(5411.13)		(6535.39)
Net change in working capital items (see below)	(~~506~~393.12)		(~~254~~297.0)
Other, net	6026.6		4516.91
Net cash provided by operating activities	439.3		679.6
Net cash used in operating activities	(127.7)		(34.6)
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(~~366~~104.60)		(~~433~~113.36)
Acquisition of I.G. Bauerhin, net of cash acquired	(0.8)		(174.5)
Other, net	37.0		2.7
Other, net	(0.5)		4.7
Net cash used in investing activities	(67.0)		(110.9)
Net cash used in investing activities	(367.9)		(603.1)
Cash Flows from Financing Activities:
Repurchases of common stock	(~~310~~25.80)		(~~138~~44.06)
Dividends paid to Lear Corporation stockholders	(131.9)		(137.3)
Dividends paid to Lear Corporation shareholders	(43.3)		(45.5)
Dividends paid to noncontrolling interests	(705.36)		~~(73.8)~~—
Short-term borrowings, net	—		17.6
Other, net	(10.1)		(13.8)
Term loan borrowings	—		150.0
Net cash used in financing activities	(84.0)		(103.9)
Other, net	6.7		(26.3)
Effect of foreign currency translation	6.0		(16.7)
Net cash used in financing activities	(506.3)		(207.8)
Net Change in Cash, Cash Equivalents and Restricted Cash	(272.7)		(266.1)
Effect of foreign currency translation	4.1		(2.9)
Cash, Cash Equivalents and Restricted Cash as of Beginning of Period	1,055.4		1,198.5
Net Change in Cash, Cash Equivalents and Restricted Cash	(430.8)		(134.2)
Cash, Cash Equivalents and Restricted Cash as of End of Period	$	782.7	$	932.4
Cash, Cash Equivalents and Restricted Cash as of Beginning of Period	1,198.5		1,117.4
Cash, Cash Equivalents and Restricted Cash as of End of Period	$	767.7	$	983.2
Changes in Working Capital Items:
Accounts receivable	$	(~~582~~566.51)	$	(~~614~~518.7)
Inventories	(547.76)		~~(185~~1.4)5
Accounts payable (including $15.4 million of cash paid in 2023 in conjunction with the acquisition of I.G. Bauerhin to settle pre-existing accounts payable)	47.2		370.9
Accounts payable	323.5		296.9
Accrued liabilities and other	34(103.90)		~~175~~(76.27)
Net change in working capital items	$	(~~506~~393.12)	$	(~~254~~297.0)
Supplementary Disclosure:
Cash paid for interest	$	8325.25	$	7824.56
Cash paid for income taxes, net of refunds received	$	~~205~~58.81	$	~~165~~50.83

The accompanying notes are an integral part of these condensed consolidated statements.

Table of Contents

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

Lear Corporation ("Lear," and together with its consolidated subsidiaries, the "Company") and its affiliates design, develop, engineer and manufacture complete seat systems, key seat components, complete electrical distribution and connection systems, high-voltage ~~and~~power distribution products, including battery disconnect units ("BDUs"), low-voltage power distribution products, ~~electronic controllers~~ and ~~other~~ electronic ~~products~~controllers. The Company's main customers are automotive original equipment manufacturers. The Company operates facilities worldwide.

The accompanying condensed consolidated financial statements include the accounts of Lear, a Delaware corporation, and the wholly owned and less than wholly owned subsidiaries controlled by Lear. In addition, Lear consolidates all entities, including variable interest entities, in which it has a controlling financial interest. Investments in affiliates in which Lear does not have control, but does have the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method.

The Company's annual financial results are reported on a calendar year basis, and quarterly interim results are reported using a thirteen week reporting calendar.

(2) ~~Acquisition~~Restructuring

OnRestructuring ~~April 26~~costs include employee termination benefits, ~~2023~~asset impairment charges and contract termination costs, ~~the~~as ~~Company~~well ~~completed~~as ~~the~~other ~~acquisition~~incremental ofnet Icosts resulting from the restructuring actions.G. Employee ~~Bauerhin~~termination ~~("IGB"),~~benefits aare ~~privately~~recorded ~~held~~based ~~supplier~~on ofexisting ~~automotive~~union ~~seat~~and ~~heating~~employee contracts, ~~ventilation~~statutory requirements, completed negotiations and ~~active~~Company ~~cooling,~~policy. ~~steering~~Other ~~wheel~~incremental ~~heating,~~net ~~seat~~costs ~~sensors~~principally include equipment and ~~electronic~~personnel ~~control~~relocation ~~modules,~~costs ~~headquartered~~and ingains ~~Grundau-Rothenbergen,~~and ~~Germany~~losses on the sales of facilities. ~~IGB~~In ~~has~~addition ~~more~~to ~~than~~restructuring 4costs,~~600~~ ~~employees~~the atCompany ~~nine~~also incurs incremental manufacturing ~~plants~~inefficiency incosts ~~seven~~at ~~countries~~the ~~with~~operating ~~annual~~locations ~~sales~~impacted ofby ~~approximately~~the ~~$290~~restructuring ~~million.~~actions ~~The~~during ~~acquisition~~the ofrelated ~~IGB~~restructuring ~~furthers~~implementation period. Restructuring costs are recognized in the Company's ~~comprehensive~~condensed ~~strategy~~consolidated tofinancial ~~develop~~statements ~~and~~in ~~integrate~~accordance awith ~~complete~~GAAP. Generally, ~~portfolio~~charges ofare ~~thermal~~recorded ~~comfort~~as ~~systems~~restructuring ~~for~~actions ~~automotive~~are ~~seating~~approved, communicated and/or implemented.

~~The~~A ~~acquisition~~summary of ~~IGB was accounted for as a business combination, and accordingly,~~ the ~~assets~~changes ~~acquired and liabilities assumed are included~~ in the ~~accompanying~~Company's ~~condensed~~restructuring ~~consolidated~~reserves ~~balance~~is ~~sheets~~shown asbelow ~~of September 28, 2024 and December 31, 2023. The operating results and cash flows of IGB are included~~ (in ~~the~~millions): ~~accompanying condensed consolidated financial statements from the date of acquisition in the Company's Seating segment.~~

The final purchase price and related allocation are shown below (in millions):


Balance at January 1, 2025	$	100.0
Provision for employee termination benefits	74.8
Payments, utilizations and foreign currency	(64.1)
Balance at March 29, 2025	$	110.7

	December 31,2023		Adjustments		September 28,2024
Purchase price, net of acquired cash	$	174.5	$	0.8	$	175.3
Property, plant and equipment	47.5		(0.7)		46.8
Other assets purchased and liabilities assumed, net	38.1		(1.8)		36.3
Goodwill	73.5		3.3		76.8
Intangible assets	15.4		—		15.4
Purchase price allocation	$	174.5	$	0.8	$	175.3

Charges recorded in connection with the Company's restructuring actions are shown below (in millions):

Goodwill recognized is primarily attributable to the assembled workforce and expected synergies related to future growth.


	Three Months Ended
	March 29, 2025		March 30, 2024
Employee termination benefits	$	74.8	$	48.4
Asset impairments:
Property, plant and equipment	2.7		0.2
Right-of-use assets	0.1		—
Contract termination costs	2.0		1.1
Other related costs	4.0		3.9
	$	83.6	$	53.6

Intangible assets consist of amounts recognized for the fair value of developed technology and customer-based assets which were both based on an independent appraisal. Developed technology assets have a weighted average useful life of approximately nine years. Customer-based assets include IGB's established relationships with its customers and the ability of these customers to generate future economic profits for the Company and have a weighted average useful life of approximately thirteen years.

The pro-forma effects of this acquisition do not materially impact the Company's reported results for any period presented.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(3) Restructuring

Restructuring costs include employee termination benefits, asset impairment charges and contract termination costs, as well as other incremental net costs resulting from the restructuring actions. Employee termination benefits are recorded based on existing union and employee contracts, statutory requirements, completed negotiations and Company policy. Other incremental net costs principally include equipment and personnel relocation costs. In addition to restructuring costs, the Company also incurs incremental manufacturing inefficiency costs at the operating locations impacted by the restructuring actions during the related restructuring implementation period. Restructuring costs are recognized in the Company's condensed consolidated financial statements in accordance with GAAP. Generally, charges are recorded as restructuring actions are approved, communicated and/or implemented.

A summary of the changes in the Company's restructuring reserves is shown below (in millions):

Balance at January 1, 2024	$	121.6
Provision for employee termination benefits	96.6
Payments, utilizations and foreign currency	(95.3)
Balance at September 28, 2024	$	122.9

Charges recorded in connection with the Company's restructuring actions are shown below (in millions):

	Nine Months Ended
	September 28,2024		September 30,2023
Employee termination benefits	$	96.6	$	73.1
Asset impairments:
Property, plant and equipment	1.6		2.8
Right-of-use assets	—		9.6
Contract termination costs	2.8		2.5
Other related costs	6.7		8.3
	$	107.7	$	96.3

Restructuring charges by income statement line item are shown below (in millions):

	Nine Months Ended
	Three Months Ended
	September 28,2024		September 30,2023
	March 29,2025		March 30,2024
Cost of sales	$	9775.14	$	8547.96
Selling, general and administrative expenses	147.49		106.40
Other expense, net	(30.8)3		—
	$	~~107~~83.76	$	9653.36

Restructuring charges by operating segment are shown below (in millions):

	Three Months Ended				~~Nine Months Ended~~
	September 28,2024		September 30,2023		September 28,2024		September 30,2023
	March 29,2025		March 30,2024
Seating	$	1461.12	$	2843.54	$	~~76.8~~	$	~~65.4~~
E-Systems	616.23		198.74		~~24.6~~		~~29.7~~
Other	36.71		—1.8		~~6.3~~		~~1.2~~
	$	2483.06	$	4853.26	$	~~107.7~~	$	~~96.3~~

The Company expects to incur approximately $3624 million and approximately $1418 million of additional restructuring ~~costs~~charges in its Seating and E-Systems segments, respectively, related to activities initiated as of ~~September~~March 2829, ~~2024~~2025, and expects that the components of such costs will be consistent with its historical experience.

(3) Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using standard costing, which approximates actual cost on a first-in, first-out method. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. The Company records reserves for inventory in excess of production and/or forecasted requirements and for obsolete inventory in production and service inventories.

A summary of inventories is shown below (in millions):


	March 29, 2025		December 31, 2024
Raw materials	$	1,269.8	$	1,206.7
Work-in-process	124.5		124.3
Finished goods	493.4		477.0
Reserves	(206.2)		(206.9)
Inventories	$	1,681.5	$	1,601.1

(4) Pre-Production Costs Related to Long-Term Supply Agreements

The Company incurs pre-production engineering and development ("E&D") and tooling costs related to the products produced for its customers under long-term supply agreements. The Company expenses all pre-production E&D costs for which reimbursement is not contractually guaranteed by the customer. In addition, the Company expenses all pre-production tooling costs related to customer-owned tools for which reimbursement is not contractually guaranteed by the customer or for which the Company does not have a non-cancelable right to use the tooling.

During the first three months of 2025 and 2024, the Company capitalized $75.8 million and $64.3 million, respectively, of pre-production E&D costs for which reimbursement is contractually guaranteed by the customer. During the first three months of 2025 and 2024, the Company also capitalized $35.7 million and $50.4 million, respectively, of pre-production tooling costs related to customer-owned tools for which reimbursement is contractually guaranteed by the customer or for which the Company has a non-cancelable right to use the tooling. These amounts are included in other current and long-term assets in the accompanying condensed consolidated balance sheets.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

~~(4)~~During ~~Inventories~~the first three months of 2025 and 2024, the Company collected $104.2 million and $79.2 million, respectively, of cash related to E&D and tooling costs.

A summary of inventories is shown below (in millions):

	September 28,2024		December 31,2023
Raw materials	$	1,317.1	$	1,260.7
Work-in-process	153.2		141.0
Finished goods	512.4		540.8
Reserves	(214.6)		(184.5)
Inventories	$	1,768.1	$	1,758.0

(5) Pre-Production Costs Related to Long-Term Supply Agreements

During the first nine months of 2024 and 2023, the Company capitalized $225.4 million and $215.5 million, respectively, of pre-production E&D costs for which reimbursement is contractually guaranteed by the customer. During the first nine months of 2024 and 2023, the Company also capitalized $113.7 million and $121.3 million, respectively, of pre-production tooling costs related to customer-owned tools for which reimbursement is contractually guaranteed by the customer or for which the Company has a non-cancelable right to use the tooling. These amounts are included in other current and long-term assets in the accompanying condensed consolidated balance sheets.

During the first nine months of 2024 and 2023, the Company collected $287.5 million and $273.5 million, respectively, of cash related to E&D and tooling costs.

The classification of recoverable customer E&D and tooling costs related to long-term supply agreements included in the accompanying condensed consolidated balance sheets is shown below (in millions):

	September 28,2024		December 31,2023
	March 29,2025		December 31,2024
Current	$	~~311~~271.13	$	~~220~~248.23
Long-term	~~132~~138.40		~~164~~141.36
Recoverable customer E&D and tooling	$	~~443~~409.53	$	~~384~~389.59

(65) Long-Lived Assets

Property, Plant and Equipment

Property, plant and equipment is stated at cost. Costs associated with the repair and maintenance of the Company's property, plant and equipment are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency or safety of the Company's property, plant and equipment are capitalized and depreciated over the remaining useful life of the related asset. Depreciable property is depreciated over the estimated useful lives of the assets, using principally the straight-line method.

A summary of property, plant and equipment is shown below (in millions):


	March 29, 2025		December 31, 2024
Land	$	101.3	$	98.6
Buildings and improvements	913.5		898.3
Machinery and equipment	5,665.7		5,485.2
Construction in progress	343.0		335.8
Total property, plant and equipment	7,023.5		6,817.9
Less – accumulated depreciation	(4,176.6)		(3,984.5)
Property, plant and equipment, net	$	2,846.9	$	2,833.4

Depreciation expense was $142.5 million and $140.2 million in the three months ended March 29, 2025 and March 30, 2024, respectively.

The Company monitors its long-lived assets for impairment indicators on an ongoing basis in accordance with GAAP. If impairment indicators exist, the Company performs the required impairment analysis by comparing the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value estimates of long-lived assets are based on independent appraisals or discounted cash flows, giving consideration to the highest and best use of the assets. Key assumptions used in the appraisals are based on a combination of market and cost approaches, as appropriate.

In the first three months of 2025 and 2024, the Company recognized property, plant and equipment impairment charges of $2.7 million and $0.2 million, respectively, in conjunction with its restructuring actions (Note 2, "Restructuring"). In the first three months of 2024, the Company recognized additional property, plant and equipment impairment charges of $4.1 million. The impairment charges are included in cost of sales in the accompanying condensed consolidated statements of comprehensive income.

Assets Held for Sale

As of March 29, 2025 and December 31, 2024, the Company has assets classified as held for sale of $3.2 million and $47.4 million, respectively. The criteria for classification as held for sale have been met, as management is committed to a plan to sell the assets, the assets are available for immediate sale in their present condition, an active program to locate a buyer has been

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Ainitiated, ~~summary~~the ofsale ~~property,~~is ~~plant~~probable and ~~equipment~~expected isto ~~shown~~be ~~below~~completed (within one year, and the assets are being marketed at a price that is reasonable in ~~millions):~~relation to their current fair value.

	September 28,2024		December 31,2023
Land	$	106.0	$	105.6
Buildings and improvements	940.8		919.4
Machinery and equipment	5,626.8		5,324.4
Construction in progress	316.8		408.7
Total property, plant and equipment	6,990.4		6,758.1
Less – accumulated depreciation	(4,078.2)		(3,780.7)
Property, plant and equipment, net	$	2,912.2	$	2,977.4

As of December 31, 2024, $42.0 million of the assets held for sale were in connection with the then-pending disposal of a non-core business in the Company's Seating segment. The sale was completed in the first quarter of 2025. Accordingly, the assets classified as held from sale have been removed from the balance sheet as of March 29, 2025.

~~Depreciation~~In ~~expense~~the ~~was~~three ~~$141.7~~months ~~million~~ended ~~and~~March 29, 2025, an incremental loss of $~~136~~3.43 million inon the ~~three~~disposal ~~months~~of ~~ended~~the ~~September 28,~~non-core ~~2024~~business was recognized to reflect adjustments to the carrying values of the assets and ~~September 30,~~transaction ~~2023,~~expenses. ~~respectively~~The loss is included in other expense, ~~and~~net ~~$423~~in the accompanying condensed consolidated statement of comprehensive income.1 ~~million~~Proceeds ~~and~~from the sale of $~~402~~35.9 million are included in ~~the~~cash ~~nine~~flows ~~months~~from ~~ended~~investing ~~September 28,~~activities ~~2024~~in ~~and~~the ~~September 30,~~accompanying ~~2023,~~condensed ~~respectively~~consolidated statement of cash flows.

The ~~Company~~remaining ~~monitors its long-lived~~ assets held for ~~impairment~~sale indicators on an ongoing basis in accordance with GAAP. If impairment indicators exist, the Company performs the required impairment analysis by comparing the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as ~~the difference between the net book value and the fair value~~ of ~~the long-lived asset. Fair value estimates of long-lived assets are based on independent appraisals or discounted cash flows~~March 29, ~~giving~~2025 ~~consideration to the highest~~ and ~~best~~December 31, ~~use~~2024, ~~of the assets. Key assumptions used in the appraisals~~ are ~~based~~primarily onbuildings ~~a combination of market~~ and ~~cost approaches, as appropriate~~improvements.

In the first nine months of 2024 and 2023, the Company recognized property, plant and equipment impairment charges of $1.6 million and $2.8 million, respectively, in conjunction with its restructuring actions (~~Note 3, "Restructuring"). In the first nine months of 2024 and 2023, the Company recognized additional property, plant and equipment impairment charges of $3.9 million and $2.~~6 ~~million, respectively. The impairment charges are included in cost of sales in the accompanying condensed consolidated statements of comprehensive income (loss~~). Goodwill

~~Definite-Lived~~A ~~Intangible~~summary ~~Assets~~of the changes in the carrying amount of goodwill, by operating segment, in the three months ended March 29, 2025, is shown below (in millions):

In the nine months ended September 30, 2023, the Company recognized impairment charges of $1.9 million related to certain intangible assets of its E-Systems segment resulting from a change in the intended use of such assets. The impairment charges are included in amortization of intangible assets in the accompanying condensed consolidated statement of comprehensive income (loss).


	Seating		E-Systems		Total
Balance at January 1, 2025	$	1,305.9	$	393.3	$	1,699.2

Foreign currency translation and other	19.3		4.7		24.0
Balance at March 29, 2025	$	1,325.2	$	398.0	$	1,723.2

(7) Goodwill

A summary of the changes in the carrying amount of goodwill, by operating segment, in the nine months ended September 28, 2024, is shown below (in millions):

	Seating		E-Systems		Total
Balance at January 1, 2024	$	1,341.5	$	396.4	$	1,737.9
Acquisition	3.3		—		3.3
Foreign currency translation and other	11.8		1.4		13.2
Balance at September 28, 2024	$	1,356.6	$	397.8	$	1,754.4

Goodwill is not amortized but is tested for impairment on at least an annual basis. Impairment testing is required more often than annually if an event or circumstance indicates that an impairment is more likely than not to have occurred. In conducting its annual impairment testing, the Company may first perform a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount. If not, no further goodwill impairment testing is required. If it is more likely than not that a reporting unit's fair value is less than its carrying amount, or if the Company elects not to perform a qualitative assessment of a reporting unit, the Company then compares the fair value of the reporting unit to the related net book value. If the net book value of a reporting unit exceeds its fair value, an impairment loss is measured and recognized. The annual goodwill impairment assessment is completed as of the first day of the Company's fourth quarter.

There was no impairment of goodwill in the first three months of 2025 and 2024. The Company will, however, continue to assess the impact of significant industry and other events on its recorded goodwill.

(7) Debt

Short-Term Borrowings

The Company utilizes uncommitted lines of credit as needed for its short-term working capital fluctuations. As of March 29, 2025 and December 31, 2024, the Company had lines of credit from banks totaling $357.4 million and $342.5 million, respectively. As of March 29, 2025 and December 31, 2024, the Company had short-term debt balances outstanding related to draws on its lines of credit of $26.8 million and $26.7 million, respectively.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

There was no impairment of goodwill in the first nine months of 2024 and 2023. The Company will, however, continue to assess the impact of significant industry and other events on its recorded goodwill.

For further information related to the acquisition, see Note 2, "Acquisition."

(8) Debt

Short-Term Borrowings

The Company utilizes uncommitted lines of credit as needed for its short-term working capital fluctuations. As of September 28, 2024 and December 31, 2023, the Company had lines of credit from banks totaling $369.3 million and $337.7 million, respectively. As of September 28, 2024 and December 31, 2023, the Company had short-term debt balances outstanding related to draws on its lines of credit of $27.8 million and $27.5 million, respectively.

Long-Term Debt

A summary of long-term debt, net of unamortized debt issuance costs and unamortized original issue premium (discount), and the related weighted average interest rates is shown below (in millions):

	September 28, 2024
	March 29, 2025
Debt Instrument	Long-Term Debt		Unamortized Debt Issuance Costs		Unamortized Original Issue Premium (Discount)		Long-TermDebt, Net		WeightedAverageInterestRate
Delayed-Draw Term Loan Facility (the "Term Loan")	$	~~150~~100.0	$	(0.43)	$	—	$	~~149~~99.67	65.~~435~~555%
3.8% Senior Notes due 2027 (the "2027 Notes")	550.0		(1.31)		(10.19)		~~547~~548.60		3.885%
4.25% Senior Notes due 2029 (the "2029 Notes")	375.0		(1.43)		(0.65)		373.02		4.288%
3.5% Senior Notes due 2030 (the "2030 Notes")	350.0		(1.64)		(0.4)		348.02		3.525%
2.6% Senior Notes due 2032 (the "2032 Notes")	350.0		(2.31)		(0.5)		347.24		2.624%
5.25% Senior Notes due 2049 (the "2049 Notes")	625.0		(5.43)		12.30		631.97		5.103%
3.55% Senior Notes due 2052 (the "2052 Notes")	350.0		(3.65)		(0.5)		~~345~~346.90		3.558%
Other	2641.90		—		—		2641.90		N/A
	$	2,~~776~~741.90	$	(1615.0)	$	9.2	2,~~770~~735.12
Less — Current portion							(2.32)
Long-term debt							$	2,~~767~~733.80

	December 31, 2023
	December 31, 2024
Debt Instrument	Long-Term Debt		Unamortized Debt Issuance Costs		Unamortized Original Issue Premium (Discount)		Long-TermDebt, Net		WeightedAverageInterestRate
Term Loan	$	~~150~~100.0	$	(0.53)	$	—	$	~~149~~99.57	65.~~575~~835%
2027 Notes	550.0		(1.62)		(1.41)		547.07		3.885%
2029 Notes	375.0		(1.74)		(0.65)		~~372~~373.71		4.288%
2030 Notes	350.0		(1.85)		(0.54)		~~347~~348.71		3.525%
2032 Notes	350.0		(2.52)		(0.76)		~~346~~347.82		2.624%
2049 Notes	625.0		(5.64)		12.62		~~632~~631.08		5.103%
2052 Notes	350.0		(3.75)		(0.45)		~~345~~346.90		3.558%
Other	141.39		—		—		141.39		N/A
	$	2,~~751~~741.39	$	(1715.45)	$	9.01	2,~~742~~735.95
Less — Current portion							(02.32)
Long-term debt							$	2,~~742~~733.63

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Senior Notes

The issuance, maturity and interest payment dates of the Company's senior unsecured 2027 Notes, 2029 Notes, 2030 Notes, 2032 Notes, 2049 Notes and 2052 Notes (collectively, the "Notes") are shown below:

Note

Issuance Date(s)

Maturity Date

Interest Payment Dates

2027 Notes

August 2017

September 15, 2027

March 15 and September 15

2029 Notes

May 2019

May 15, 2029

May 15 and November 15

2030 Notes

February 2020

May 30, 2030

May 30 and November 30

2032 Notes

November 2021

January 15, 2032

January 15 and July 15

2049 Notes

May 2019 and February 2020

May 15, 2049

May 15 and November 15

2052 Notes

November 2021

January 15, 2052

January 15 and July 15

Subject to certain exceptions, the indentures governing the Notes contain restrictive covenants that, among other things, limit the ability of the Company to: (i) create or permit certain liens and (ii) consolidate, merge or sell all or substantially all of the Company's assets. The indentures governing the Notes also provide for customary events of default.

As of ~~September~~March 2829, ~~2024~~2025, the Company was in compliance with all covenants under the indentures governing the Notes.

Credit Agreement

The Company's $2.0 billion amended and restated unsecured revolving credit agreement (the "Credit Agreement") expires on October 28, 2027.

As of ~~September~~March 2829, ~~2024~~2025 and December 31, ~~2023~~2024, there were no borrowings outstanding under the Credit Agreement.

Advances under the Credit Agreement generally bear interest based on (i) Term Benchmark, Central Bank Rate and Risk Free Rate ("RFR") (in each case, as defined in the Credit Agreement) or (ii) Alternate Base Rate ("ABR") and Canadian Prime Rate (in each case, as defined in the Credit Agreement). As of ~~September~~March 2829, ~~2024~~2025, the ranges and rates are as follows:

	Term Benchmark, Central Bank Rate and RFR Loans						ABR and Canadian Prime Rate Loans
	Minimum		Maximum		Rate as of ~~September~~March 2829, ~~2024~~2025		Minimum		Maximum		Rate as of ~~September~~March 2829, ~~2024~~2025
Credit Agreement	0.925	%	1.450	%	1.125	%	0.000	%	0.450	%	0.125	%

A facility fee, which ranges from 0.075% to 0.20% of the total amount committed under the Credit Agreement, is payable quarterly.

The Credit Agreement contains various customary representations, warranties and covenants by the Company, including, without limitation, (i) covenants regarding maximum leverage, (ii) limitations on fundamental changes involving the Company or its subsidiaries and (iii) limitations on indebtedness and liens.

As of ~~September~~March 2829, ~~2024~~2025, the Company was in compliance with all covenants under the Credit Agreement.

Term Loan

InAs ~~May~~of ~~2023~~March 29, 2025, the Company ~~borrowed~~had $~~150~~100.0 million outstanding under its unsecured delayed-draw term loan facility (the "Term Loan") ~~to finance~~, inmaturing ~~part, the acquisition of IGB (Note 2, "Acquisition"). The Term Loan matures~~ on May 1, 2026~~, three years after the funding date~~. Advances under the Term Loan generally bear interest based on the Daily or Term SOFR (as defined in the Term Loan agreement) plus a margin determined in accordance with a pricing grid that ranges from 1.00% to 1.525%. As of ~~September~~March 2829, ~~2024~~2025, the interest rate was 65.~~435~~555%. The Term Loan contains the same covenants as the Credit Agreement.

~~The Term Loan contains the same covenants as the Credit Agreement.~~ As of ~~September~~March 2829, ~~2024~~2025, the Company was in compliance with all covenants under the Term Loan.

Other ~~Long-Term Debt~~

As of ~~September~~March 2829, 2025 and December 31, 2024, other long-term debt, including the current portion, consisted of amounts outstanding under an unsecured working capital loan and finance lease agreements. ~~As of December 31, 2023, other long-term debt, including the~~

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

~~current~~For ~~portion~~further information related to the Company's debt, ~~consisted~~see ofNote ~~amounts~~6, ~~outstanding~~"Debt," ~~under~~to ~~finance~~the ~~lease~~consolidated ~~agreements~~financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

~~For~~(8) ~~further~~Leases ~~information related to the Company's debt, see Note 7, "Debt," to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.~~

(9) Leases

The Company has operating leases for production, office and warehouse facilities, manufacturing and office equipment and vehicles. Operating lease assets and obligations included in the accompanying condensed consolidated balance sheets are shown below (in millions):

	September 28,2024		December 31, 2023
	March 29,2025		December 31, 2024
Right-of-use assets under operating leases:
Other long-term assets	$	~~739~~708.59	$	~~733~~699.58
Lease obligations under operating leases:
Accrued liabilities	$	~~164~~158.09	$	~~151~~152.96
Other long-term liabilities	~~612~~586.58		~~623~~582.05
	$	~~776~~745.57	$	~~774~~735.91

Maturities of lease obligations as of ~~September~~March 2829, ~~2024~~2025, are shown below (in millions):

	September 28, 2024
	March 29, 2025
2024 (1)	$	51.8
2025 (1)	$	139.6
2025	181.3
2026	166.4
2026	153.7
2027	140.2
2027	127.9
2028	111.8
2028	103.9
2029	81.1
Thereafter	~~257~~197.5
Total undiscounted cash flows	~~876~~836.16
Less: Imputed interest	(9990.69)
Lease obligations under operating leases	$	~~776~~745.57

(1) For the remaining ~~three~~nine months

In the first quarter of 2025, the Company entered into an operating lease with a lease term of ten years that is expected to commence in the second quarter of 2025. The right-of-use asset and related lease obligation are expected to be approximately $5.5 million.

Cash flow information related to operating leases is shown below (in millions):

	Nine Months Ended
	Three Months Ended
	September 28,2024		September 30,2023
	March 29,2025		March 30,2024
Non-cash activity:
Right-of-use assets obtained in exchange for operating lease obligations	$	~~132~~39.85	$	~~152~~53.41
Operating cash flows:
Cash paid related to operating lease obligations	$	~~143~~47.39	$	~~137~~48.0

In addition to the right-of-use assets obtained in exchange for operating lease obligations shown above, in the nine months ended September 30, 2023, the Company acquired $14.3 million of right-of-use assets and related lease obligations in conjunction with its acquisition of IGB (Note 2, "Acquisition").

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Lease expense included in the accompanying condensed consolidated statements of comprehensive income ~~(loss)~~ is shown below (in millions):

	Three Months Ended				~~Nine Months Ended~~
	September 28,2024		September 30,2023		September 28,2024		September 30,2023
	March 29,2025		March 30,2024
Operating lease expense	$	4847.21	$	4647.53	$	~~142.9~~	$	~~136.0~~
Short-term lease expense	4.5.2		5.26		~~15.4~~		~~15.4~~
Variable lease expense	21.37		2.31		~~6.4~~		~~7.3~~
Total lease expense	$	5554.0	$	5455.0	$	~~164.7~~	$	~~158.7~~

In the ~~nine~~three months ended ~~September~~March 2829, ~~2024~~2025, the Company recognized impairment charges of $0.91 million related to its right-of-use assets in conjunction with its restructuring actions (Note 2, "Restructuring"). In the ~~nine~~three months ended ~~September~~March 30, ~~2023~~2024, the Company recognized impairment charges of $90.69 million related to its right-of-use assets ~~in conjunction with its restructuring actions (Note 3, "Restructuring")~~. The impairment charges are included in cost of sales in the accompanying condensed consolidated statements of comprehensive income ~~(loss)~~.

The weighted average lease term and discount rate for operating leases are shown below:

	September 28,2024
	March 29,2025
Weighted average remaining lease term	Six years
Weighted average discount rate	3.9	%

The Company is party to finance lease agreements, which are not material to the accompanying condensed consolidated financial statements (Note 87, "Debt").

For further information related to the Company's leases, see Note 87, "Leases," to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

(109) Pension and Other Postretirement Benefit Plans

The Company sponsors defined benefit pension plans covering certain eligible employees in the United States and certain foreign countries. The Company also sponsors postretirement benefit plans (primarily for the continuation of medical benefits) covering certain eligible retirees in the United States and Canada.

Net Periodic Pension and Other Postretirement Benefit (Credit) Cost

The components of the Company's net periodic pension benefit (credit) cost are shown below (in millions):

	Three Months Ended								~~Nine Months Ended~~
	September 28, 2024				September 30, 2023				September 28, 2024				September 30, 2023
	March 29, 2025				March 30, 2024
	U.S.		Foreign		U.S.		Foreign		~~U.S.~~		~~Foreign~~		~~U.S.~~		~~Foreign~~
Service cost	$	—	$	1.0.9	$	—	$	01.80	$	—	$	~~3.0~~	$	—	$	~~2.4~~
Interest cost	54.15		3.97		5.21		4.3.9		~~15.3~~		~~11.7~~		~~15.6~~		~~12.6~~
Expected return on plan assets	(5.4.1)		(3.7)		(5.03)		(43.17)		~~(16.1)~~		~~(11.1)~~		~~(15.2)~~		~~(12.2)~~
Amortization of actuarial loss	0.31		0.54		0.2		0.45		~~0.7~~		~~1.5~~		~~0.7~~		~~1.4~~
Settlement gain	—(0.1)		—		—(0.1)		—		~~(0.1)~~		—		~~(0.1)~~		—
Net periodic benefit (credit) cost	$	—0.4	$	1.73	$	(0.41)	$	1.47	$	~~(0.2)~~	$	~~5.1~~	$	~~1.0~~	$	~~4.2~~

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

The components of the Company's net periodic other postretirement benefit (credit) cost are shown below (in millions):

	Three Months Ended								~~Nine Months Ended~~
	September 28, 2024				September 30, 2023				September 28, 2024				September 30, 2023
	March 29, 2025				March 30, 2024
	U.S.		Foreign		U.S.		Foreign		~~U.S.~~		~~Foreign~~		~~U.S.~~		~~Foreign~~
Interest cost	$	0.4	$	0.12	$	0.34	$	0.2	$	~~1.1~~	$	~~0.5~~	$	~~1.1~~	$	~~0.7~~
Amortization of actuarial gain	(0.87)		—(0.1)		(0.8)		—(0.1)		~~(2.3)~~		~~(0.2)~~		~~(2.5)~~		~~(0.1)~~
Amortization of prior service credit	—		—		—		—		(0.1)		—		(0.1)		—
Net periodic benefit (credit) cost	$	(0.3)	$	0.1	$	(0.4)	$	0.1
Net periodic benefit (credit) cost	$	(0.4)	$	0.1	$	(0.5)	$	0.2	$	(1.3)	$	0.3	$	(1.5)	$	0.6

~~Subsequent~~(10) ~~Event~~Revenue Recognition

In September 2024, the Company announced a limited lump-sum payout offer to certain terminated employees who are vested plan participants of its U.S. defined benefit pension plans. This offer provides participants with the option to receive their pension benefits early and reduces the Company's future administrative costs and risks related to its U.S. defined benefit pension plans. Under this offer, between September 18, 2024 and November 1, 2024, eligible plan participants may voluntarily elect an early payout of their pension benefits in the form of a lump-sum payment equal to the present value of the participant's pension benefits. Payments under this offer will be distributed in December 2024 from existing defined benefit pension plan assets.

In connection with this offer, the Company expects to recognize a non-cash settlement charge in the fourth quarter of 2024. The amount of the charge will depend on, among other factors, the number of plan participants who accept the offer.

(11) Revenue Recognition

The Company enters into contracts with its customers to provide production parts generally at the beginning of a vehicle's life cycle. Typically, these contracts do not provide for a specified quantity of products, but once entered into, the Company is often expected to fulfill its customers' purchasing requirements for the production life of the vehicle. Many of these contracts may be terminated by the Company's customers at any time. Historically, terminations of these contracts have been infrequent. The Company receives purchase orders from its customers, which provide the commercial terms for a particular production part, including price (but not quantities). Contracts may also provide for annual price reductions over the production life of the vehicle, and prices may be adjusted on an ongoing basis to reflect changes in product content/cost and other commercial factors.

Revenue is recognized at a point in time when control of the product is transferred to the customer under standard commercial terms, as the Company does not have an enforceable right to payment prior to such transfer. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to in exchange for those products based on the current purchase orders, annual price reductions and ongoing price adjustments. In the first ~~nine~~three months of ~~2024~~2025 and ~~2023~~2024, revenue recognized related to prior years represented ~~less~~approximately ~~than~~ 2% of consolidated net sales. The Company's customers pay for products received in accordance with payment terms that are customary within the industry. The Company's contracts with its customers do not have significant financing components.

The Company records a contract liability for advances received from its customers. As of ~~September~~March 2829, ~~2024~~2025 and December 31, ~~2023~~2024, there were no significant contract liabilities recorded. Further, in the first ~~nine~~three months of ~~2024~~2025 and ~~2023~~2024, there were no significant contract liabilities recognized in revenue.

Amounts billed to customers related to shipping and handling costs are included in net sales in the condensed consolidated statements of comprehensive income ~~(loss)~~. Shipping and handling costs are accounted for as fulfillment costs and are included in cost of sales in the condensed consolidated statements of comprehensive income ~~(loss)~~.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue.

A summary of the Company's revenue by reportable operating segment and geography is shown below (in millions):


	Three Months Ended
	March 29, 2025						March 30, 2024
	Seating		E-Systems		Total		Seating		E-Systems		Total
North America	$	1,805.9	$	442.9	$	2,248.8	$	2,000.0	$	475.9	$	2,475.9
Europe and Africa	1,448.4		613.7		2,062.1		1,622.1		631.7		2,253.8
Asia	776.3		295.3		1,071.6		714.6		345.1		1,059.7
South America	120.5		57.3		177.8		140.9		64.3		205.2
	$	4,151.1	$	1,409.2	$	5,560.3	$	4,477.6	$	1,517.0	$	5,994.6

(11) Other Expense, Net

Other expense, net includes non-income related taxes, foreign exchange gains and losses, gains and losses related to certain derivative instruments and hedging activities, gains and losses on certain disposals of assets, the non-service cost components of net periodic benefit cost and other miscellaneous income and expense.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

A summary of the Company's revenue by reportable operating segment and geography is shown below (in millions):

	Three Months Ended
	September 28, 2024						September 30, 2023
	Seating		E-Systems		Total		Seating		E-Systems		Total
North America	$	1,885.2	$	518.2	$	2,403.4	$	1,916.2	$	465.2	$	2,381.4
Europe and Africa	1,327.5		565.0		1,892.5		1,437.0		578.4		2,015.4
Asia	750.8		304.2		1,055.0		761.8		380.7		1,142.5
South America	148.3		85.2		233.5		169.9		71.8		241.7
	$	4,111.8	$	1,472.6	$	5,584.4	$	4,284.9	$	1,496.1	$	5,781.0

	Nine Months Ended
	September 28, 2024						September 30, 2023
	Seating		E-Systems		Total		Seating		E-Systems		Total
North America	$	5,918.3	$	1,513.5	$	7,431.8	$	5,929.5	$	1,301.7	$	7,231.2
Europe and Africa	4,493.2		1,824.7		6,317.9		4,601.5		1,837.4		6,438.9
Asia	2,196.6		992.5		3,189.1		2,187.2		1,083.9		3,271.1
South America	428.3		224.3		652.6		487.8		196.7		684.5
	$	13,036.4	$	4,555.0	$	17,591.4	$	13,206.0	$	4,419.7	$	17,625.7

(12) Other Expense, Net

Other expense, net includes non-income related taxes, foreign exchange gains and losses, gains and losses related to certain derivative instruments and hedging activities, gains and losses on the disposal of fixed assets, the non-service cost components of net periodic benefit cost and other miscellaneous income and expense.

A summary of other expense, net is shown below (in millions):

	Three Months Ended				~~Nine Months Ended~~
	September 28,2024		September 30,2023		September 28,2024		September 30,2023
	March 29,2025		March 30,2024
Other expense	$	1020.98	$	919.10	$	~~42.2~~	$	~~43.2~~
Other income	(70.54)		(35.35)		~~(17.9)~~		~~(4.2)~~
Other expense, net	$	320.4	$	513.85	$	~~24.3~~	$	~~39.0~~

In the three ~~and nine~~ months ended ~~September~~March 2829, ~~2024~~2025, other expense includes net foreign currency transaction losses of $510.~~7 million and $24.~~0 million, ~~respectively,~~ including losses of $4.1 ~~million and $13~~.95 million, ~~respectively,~~ related to the hyper-inflationary environment in Argentina. Other expense also includes a loss of $3.3 million related to the disposal of a non-core business.

In the three months ended ~~September~~March 30, ~~2023~~2024, other ~~income~~expense includes net foreign currency transaction ~~gains~~losses of $011.23 million, including losses of $6.93 million related to the hyper-inflationary environment in Argentina. In the nine months ended September 30, 2023, other expense includes net foreign currency transaction losses of $20.8 million, including $14.4 million related to the hyper-inflationary environment in Argentina, and a loss of $5.0 million related to the impairment of an affiliate.

(12) Income Taxes

A summary of the provision for income taxes and the corresponding effective tax rate for the three months ended March 29, 2025 and March 30, 2024, is shown below (in millions, except effective tax rates):


	Three Months Ended
	March 29, 2025			March 30, 2024
Provision for income taxes	$	45.2		$	40.5
Pretax income before equity in net income of affiliates	$	135.4		$	156.9
Effective tax rate	33.4		%	25.8		%

The Company's provision for income taxes is impacted by the level and mix of earnings among tax jurisdictions. In addition, the Company recognized discrete tax benefits (expense) on the significant items shown below (in millions):


	Three Months Ended
	March 29, 2025		March 30, 2024
Restructuring charges and various other items	$	10.2	$	13.3

Share-based compensation	(1.5)		(0.6)

	$	8.7	$	12.7

Excluding the items above, the effective tax rate for the first three months of 2025 and 2024 approximated the U.S. federal statutory income tax rate of 21%, adjusted for income taxes on foreign earnings, losses and remittances, valuation allowances, tax credits, income tax incentives and other permanent items.

The Company's current and future provision for income taxes is impacted by the initial recognition of and changes in valuation allowances in certain countries. The Company intends to maintain these allowances until it is more likely than not that the deferred tax assets will be realized. The Company's future provision for income taxes will include no tax benefit with respect to losses incurred and, except for certain jurisdictions, no tax expense with respect to income generated in these countries until the respective valuation allowances are eliminated. Accordingly, income taxes are impacted by changes in valuation allowances and the mix of earnings among jurisdictions. The Company evaluates the realizability of its deferred tax assets on a quarterly basis. In completing this evaluation, the Company considers all available evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary. Such evidence includes historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. If, based on the weight of the evidence, it is more likely than not that all or a portion of the Company's deferred tax assets will not be realized, a valuation allowance is recorded. If operating results improve or decline on a continual basis in a particular jurisdiction, the Company's decision regarding the need for a valuation allowance could change, resulting in either the initial recognition or reversal of a valuation allowance in that jurisdiction, which could have a significant impact on income tax expense in the period recognized and subsequent periods. In determining the provision for income taxes for financial statement

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

~~(13)~~purposes, ~~Income~~the ~~Taxes~~Company makes certain estimates and judgments, which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities.

AFor ~~summary~~further ofinformation ~~the~~related ~~provision~~to ~~for~~the Company's income taxes, ~~and~~see ~~the~~Note ~~corresponding~~8, ~~effective~~"Income ~~tax~~Taxes," ~~rate~~to ~~for~~ the ~~three~~consolidated ~~and~~financial ~~nine~~statements ~~months~~included ~~ended~~in ~~September 28,~~the ~~2024~~Company's ~~and~~Annual ~~September 30,~~Report ~~2023,~~on isForm ~~shown~~10-K ~~below~~for ~~(in~~the ~~millions,~~year ~~except~~ended ~~effective~~December 31, ~~tax~~2024. ~~rates):~~

	Three Months Ended						Nine Months Ended
	September 28,2024			September 30,2023			September 28,2024			September 30,2023
Provision for income taxes	$	47.1		$	47.0		$	133.8		$	134.1
Pretax income before equity in net income of affiliates	$	190.6		$	188.7		$	574.0		$	600.6
Effective tax rate	24.7		%	24.9		%	23.3		%	22.3		%

(13) Net Income Per Share Attributable to Lear

	Nine Months Ended
	September 28,2024		September 30,2023
Restructuring charges and various other items	$	24.7	$	17.0
Tax reserves and audit settlements	3.3		2.3
Share-based compensation	(0.4)		(0.5)
Valuation allowances on deferred tax assets	—		5.7
	$	27.6	$	24.5

Excluding the items above, the effective tax rate for the first nine months of 2024 and 2023 approximated the U.S. federal statutory income tax rate of 21%, adjusted for income taxes on foreign earnings, losses and remittances, valuation allowances, tax credits, income tax incentives and other permanent items.

For further information related to the Company's income taxes, see Note 9, "Income Taxes," to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(14) Net Income Per Share Attributable to Lear

Basic net income per share attributable to Lear is computed by dividing net income attributable to Lear by the average number of common shares outstanding during the period. Common shares issuable upon the satisfaction of certain conditions pursuant to a contractual agreement are considered common shares outstanding and are included in the computation of basic net income per share attributable to Lear.

Diluted net income per share attributable to Lear is computed using the treasury stock method by dividing net income attributable to Lear by the average number of common shares outstanding, including the dilutive effect of common stock equivalents using the average share price during the period.

A summary of information used to compute basic and diluted net income per share attributable to Lear is shown below (in millions, except share and per share data):

Three Months Ended

~~Nine Months Ended~~

September 28,2024

September 30,2023

September 28,2024

September 30,2023

March 29,2025

March 30,2024

Net income attributable to Lear

~~135~~80.87

~~132~~109.96

~~418.5~~

~~445.2~~

Average common shares outstanding

5653,~~038~~916,~~579~~073

5857,~~766~~251,~~586~~970

~~56,737,212~~

~~59,072,189~~

Dilutive effect of common stock equivalents

~~335~~311,~~256~~321

~~309~~317,~~052~~769

~~320,256~~

~~261,401~~

Average diluted shares outstanding

5654,~~373~~227,~~835~~394

5957,~~075~~569,~~638~~739

~~57,057,468~~

~~59,333,590~~

Basic net income per share attributable to Lear

21.4250

21.2691

~~7.38~~

~~7.54~~

Diluted net income per share attributable to Lear

21.4149

21.2590

~~7.33~~

~~7.50~~

(1514) Comprehensive Income ~~(Loss)~~ and Equity

Comprehensive Income ~~(Loss)~~

Comprehensive income ~~(loss)~~ is defined as all changes in the Company's net assets except changes resulting from transactions with ~~stockholders~~shareholders. It differs from net income in that certain items recorded in equity are included in comprehensive income ~~(loss)~~.

2019

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Accumulated Other Comprehensive Loss

A summary of changes, net of tax, in accumulated other comprehensive loss ~~for~~in the three ~~and nine~~ months ended ~~September~~March 2829, ~~2024~~2025, is shown below (in millions):

	Three Months Ended September 28, 2024		Nine Months Ended September 28, 2024
	Three Months Ended March 29, 2025
Defined benefit plans:
Balance at beginning of period	$	(~~106~~91.71)	$	~~(107.3)~~
Reclassification adjustments (net of tax benefit of $0.1 million and $0.2 million in the three and nine months ended September 28, 2024, respectively)	—		(0.4)
Reclassification adjustments (net of tax benefit of $0.1 million)	(0.3)
Other comprehensive income (loss) recognized during the period (net of tax benefit of $0.1 million in the nine months ended September 28, 2024)	(0.7)		0.3
Other comprehensive loss recognized during the period	(0.1)
Balance at end of period	$	(~~107~~91.45)	$	~~(107.4)~~
Derivative instruments and hedging:
Balance at beginning of period	$	(7133.57)	$	~~107.9~~
Reclassification adjustments (net of tax benefit of $3.1 million and $20.4 million in the three and nine months ended September 28, 2024, respectively)	(8.9)		(77.2)
Reclassification adjustments (net of tax expense of $2.7 million)	9.9
Other comprehensive loss recognized during the period (net of tax benefit of $17.3 million and $29.4 million in the three and nine months ended September 28, 2024, respectively)	(63.9)		(111.0)
Other comprehensive income recognized during the period (net of tax expense of $17.4 million)	65.2
Balance at end of period	$	(8058.36)	$	~~(80.3)~~
Foreign currency translation:
Balance at beginning of period	$	(~~815~~908.29)	$	~~(689.4)~~
Other comprehensive income recognized during the period (net of tax benefit of $1.0 million and $0.2 million in the three and nine months ended September 28, 2024, respectively)	141.3		15.5
Other comprehensive income recognized during the period (net of tax benefit of $1.3 million)	109.3
Balance at end of period	$	(~~673~~799.96)	$	~~(673.9)~~
Total accumulated other comprehensive loss	$	(~~861~~949.67)	$	~~(861.6)~~

In the three months ended ~~September~~March 2829, ~~2024~~2025, foreign currency translation adjustments are primarily related to the strengthening of the Euro and, to a lesser extent, the ~~Chinese~~Brazilian ~~renminbi~~real, relative to the U.S. dollar and also include ~~pretax~~net investment hedge losses of $06.1 million ~~related to intercompany transactions for which settlement is not planned or anticipated in the foreseeable future~~.

InA ~~the~~summary ~~nine~~of ~~months~~changes, ~~ended~~net ~~September 28,~~of ~~2024~~tax, ~~foreign~~in ~~currency~~accumulated ~~translation~~other ~~adjustments~~comprehensive ~~are~~loss ~~primarily~~in ~~related to~~ the ~~strengthening~~three ofmonths ~~the~~ended ~~Euro and the Chinese renminbi~~March 30, ~~partially offset by the weakening of the Brazilian real~~2024, ~~relative to the U.S. dollar and include pretax losses of $0.2 million related to intercompany transactions for which settlement~~ is ~~not~~shown ~~planned~~below ~~or anticipated~~ (in ~~the foreseeable future.~~millions):

In the three and nine months ended September 28, 2024, foreign currency translation adjustments also include net investment hedge losses of $4.7 million and $1.0 million, respectively.


	Three Months Ended March 30, 2024
Defined benefit plans:
Balance at beginning of period	$	(107.3)
Reclassification adjustments	(0.3)
Other comprehensive income recognized during the period (net of tax benefit of $0.3 million)	0.4
Balance at end of period	$	(107.2)
Derivative instruments and hedging:
Balance at beginning of period	$	107.9
Reclassification adjustments (net of tax benefit of $9.3 million)	(34.9)
Other comprehensive income recognized during the period (net of tax expense of $13.1 million)	48.4
Balance at end of period	$	121.4
Foreign currency translation:
Balance at beginning of period	$	(689.4)
Other comprehensive loss recognized during the period (net of tax expense of $0.6 million)	(79.8)
Balance at end of period	$	(769.2)

Total accumulated other comprehensive loss	$	(755.0)

21In the three months ended March 30, 2024, foreign currency translation adjustments are primarily related to the weakening of the Euro and, to a lesser extent, the Chinese renminbi, relative to the U.S. dollar and also include pretax losses of $0.1 million

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Arelated ~~summary~~to ofintercompany ~~changes,~~transactions ~~net~~for ofwhich ~~tax,~~settlement inis ~~accumulated~~not ~~other~~planned ~~comprehensive~~or ~~loss~~anticipated ~~for~~in the ~~three~~foreseeable future and ~~nine~~net ~~months~~investment ~~ended~~hedge ~~September 30,~~gains ~~2023,~~of is$2.9 ~~shown below (in millions):~~million.

	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Defined benefit plans:
Balance at beginning of period	$	(96.3)	$	(95.7)
Reclassification adjustments (net of tax expense of $0.1 million in the nine months ended September 30, 2023)	(0.2)		(0.8)
Other comprehensive income recognized during the period	1.2		1.2
Balance at end of period	$	(95.3)	$	(95.3)
Derivative instruments and hedging:
Balance at beginning of period	$	133.0	$	33.4
Reclassification adjustments (net of tax benefit of $11.1 million and $24.8 million in the three and nine months ended September 30, 2023, respectively)	(45.2)		(98.8)
Other comprehensive income (loss) recognized during the period (net of tax benefit (expense) of $2.3 million and ($36.5) million in the three and nine months ended September 30, 2023, respectively)	(6.5)		146.7
Balance at end of period	$	81.3	$	81.3
Foreign currency translation:
Balance at beginning of period	$	(718.4)	$	(742.8)
Other comprehensive loss recognized during the period (net of tax expense of $0.7 million in the three months ended September 30, 2023)	(96.1)		(71.7)
Balance at end of period	$	(814.5)	$	(814.5)
Total accumulated other comprehensive loss	$	(828.5)	$	(828.5)

For further information regarding reclassification adjustments related to the Company's defined benefit plans, see Note 9, "Pension and Other Postretirement Benefit Plans." For further information regarding reclassification adjustments related to the Company's derivative and hedging activities, see Note 17, "Financial Instruments."

InLear ~~the~~Corporation ~~three~~Shareholders' months ended September 30, 2023, foreign currency translation adjustments are primarily related to the weakening of the Euro and, to a lesser extent, the Brazilian real, relative to the U.S. dollar and include pretax losses of $0.3 million related to intercompany transactions for which settlement is not planned or anticipated in the foreseeable future. Equity

In the nine months ended September 30, 2023, foreign currency translation adjustments are primarily related to the weakening of the Chinese renminbi and, to a lesser extent, the Euro, partially offset by the strengthening of the Brazilian real, relative to the U.S. dollar and include pretax losses of $0.1 million related to intercompany transactions for which settlement is not planned or anticipated in the foreseeable future.

In the three months ended September 30, 2023, foreign currency translation adjustments also include net investment hedge losses of $3.3 million.

For further information regarding reclassification adjustments related to the Company's defined benefit plans, see Note 10, "Pension and Other Postretirement Benefit Plans." For further information regarding reclassification adjustments related to the Company's derivative and hedging activities, see Note 18, "Financial Instruments."

Lear Corporation Stockholders' Equity

Common Stock Share Repurchase Program

The Company may implement share repurchases through a variety of methods, including, but not limited to, open market purchases, accelerated stock repurchase programs and structured repurchase transactions. The extent to which the Company may repurchase its outstanding common stock and the timing of such repurchases will depend upon its financial condition, results of operations, capital requirements, prevailing market conditions, alternative uses of capital and other factors.

The Company has a common stock share repurchase program (the "Repurchase Program") which permits the discretionary repurchase of its common stock. Since the inception of the Repurchase Program in the first quarter of 2011, the Company's Board of Directors (the "Board") has authorized $6.7 billion in share repurchases,. ~~including~~As anof ~~increase~~March 29, in2025, the Company's ~~share~~has ~~repurchase~~repurchased, ~~authorization~~in toaggregate, $1.5 .6 billion onof ~~February~~its 16outstanding common stock, ~~2024.~~at Asan average price of ~~September 28,~~$94.55 ~~2024~~per share, ~~the~~excluding ~~Company~~commissions and related fees, and has ~~repurchased~~a remaining repurchase authorization of $1.1 billion, inwhich expires on December 31, 2026.

22Share repurchases in the first three months of 2025 and the remaining repurchase authorization as of March 29, 2025, are shown below (in millions, except for share and per share amounts):

LEAR CORPORATION AND SUBSIDIARIES


Three Months Ended March 29, 2025							As of March 29, 2025
Aggregate Repurchases (1)		Cash Paid for Repurchases (1)		Number of Shares	Average Price per Share (1)		Remaining Purchase Authorization
$	25.0	$	25.0	263,003	$	95.06	$	1,074.9

~~NOTES~~(1) Excludes TOexcise ~~THE~~tax ~~CONDENSED~~and ~~CONSOLIDATED FINANCIAL STATEMENTS~~commissions

(Continued)

aggregate, $5.5 billion of its outstanding common stock, at an average price of $94.45 per share, excluding commissions and related fees, and has a remaining repurchase authorization of $1.2 billion which expires on December 31, 2026.

Share repurchases in the first nine months of 2024 and the remaining repurchase authorization as of September 28, 2024, are shown below (in millions, except for share and per share amounts):

Nine Months Ended September 28, 2024							As of September 28, 2024
Aggregate Repurchases (1)		Cash Paid for Repurchases (2)		Number of Shares	Average Price per Share (3)		Remaining Purchase Authorization
$	299.2	$	310.8	2,569,088	$	116.48	$	1,200.8

(1) Excludes excise tax

(2) Includes $16.6 million of 2023 share repurchases paid for in the first quarter of 2024 and excludes $5.0 million of third quarter 2024 share repurchases to be paid for in the fourth quarter of 2024

(3) Excludes commissions

In addition to shares repurchased under the Repurchase Program described above, the Company classifies shares withheld from the settlement of the Company's restricted stock unit and performance share awards to cover tax withholding requirements as common stock held in treasury in the condensed consolidated balance sheets.

Quarterly Dividend

The Board declared quarterly cash dividends of $0.77 per share of common stock in the first, ~~second and third~~ quarters of ~~2024~~2025 and ~~2023~~2024.

Dividends declared and paid are shown below (in millions):

	Nine Months Ended
	Three Months Ended
	September 28,2024		September 30,2023
	March 29,2025		March 30,2024
Dividends declared	$	~~133~~43.57	$	~~139~~44.09
Dividends paid	~~131~~43.93		~~137~~45.35

Dividends payable on shares of common stock to be distributed under the Company's stock-based compensation program will be paid when such shares are distributed.

(1615) Legal and Other Contingencies

As of ~~September~~March 2829, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had recorded reserves for pending legal disputes, including commercial disputes, product liability claims and other legal matters, of $16.3 million and $13.52 million, respectively. Such reserves reflect amounts recognized in accordance with GAAP and typically exclude the cost of legal representation. Reserves for warranty and recall matters are recorded separately from legal reserves, as described below.

~~Commercial Disputes~~21

The Company is involved from time to time in legal proceedings and claims, including, without limitation, commercial or contractual disputes with its customers, suppliers and competitors. These disputes vary in nature and are usually resolved by negotiations between the parties.

Product Liability, Warranty and Recall Matters

In the event that use of the Company's products results in, or is alleged to result in, bodily injury and/or property damage or other losses, the Company may be subject to product liability lawsuits and other claims. Such lawsuits generally seek compensatory damages, punitive damages and attorneys' fees and costs. In addition, if any of the Company's products are, or are alleged to be, defective, the Company may be required or requested by its customers to support warranty costs or to participate in a recall or other corrective action involving such products. Certain of the Company's customers have asserted claims against the Company for costs related to recalls or other corrective actions involving its products. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend such claims.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

~~The~~Commercial Company is party to agreements with certain of its customers, whereby these customers may pursue claims against the Company for contribution of all or a portion of the amounts sought in connection with warranty and recall matters. Disputes

~~In certain instances, allegedly defective products may be supplied by the Company's suppliers.~~ The Company ~~may~~is ~~seek~~involved ~~recovery~~ from ~~its~~time ~~suppliers~~to oftime ~~materials~~in orlegal ~~services~~proceedings ~~included~~and ~~within~~claims, ~~the~~including, ~~Company's~~without ~~products~~limitation, ~~that~~commercial ~~are~~or ~~associated~~contractual disputes with ~~product~~its ~~liability~~customers, ~~claims~~suppliers ~~or warranty~~ and ~~recall matters~~competitors. ~~The~~These ~~Company~~disputes ~~carries~~vary ~~insurance~~in ~~for~~nature ~~certain~~and ~~legal~~are ~~matters,~~usually ~~including~~resolved ~~product~~by ~~liability~~negotiations ~~claims,~~between ~~but~~the ~~such coverage may be limited~~parties. ~~The Company does not maintain insurance for warranty and recall matters.~~

Product Liability, Warranty and Recall Matters

In the event that use of the Company's products results in, or is alleged to result in, bodily injury and/or property damage or other losses, the Company may be subject to product liability lawsuits and other claims. Such lawsuits generally seek compensatory damages, punitive damages and attorneys' fees and costs. In addition, if any of the Company's products are, or are alleged to be, defective, the Company may be required or requested by its customers to support warranty costs or to participate in a recall or other corrective action involving such products. The Company is party to agreements with certain of its customers, whereby these customers may pursue claims against the Company for contribution of all or a portion of the amounts sought in connection with warranty and recall matters, and certain of the Company's customers have asserted such claims against the Company. The Company can provide no assurances that it will not experience material claims in the future or that it will not incur significant costs to defend such claims.

In certain instances, allegedly defective products may be supplied by the Company's suppliers. The Company may seek recovery from its suppliers of materials or services included within the Company's products that are associated with product liability claims or warranty and recall matters.

The Company carries insurance for certain legal matters, including product liability claims, but such coverage may be limited. The Company does not maintain insurance for warranty and recall matters.

The Company records reserves for warranty and recall matters when liability is probable and related amounts are reasonably estimable.

A summary of the changes in reserves for warranty and recall matters ~~for~~in the ~~nine~~three months ended ~~September~~March 2829, ~~2024~~2025, is shown below (in millions):

Balance at January 1, 2024	$	32.4
Balance at January 1, 2025	$	27.3
Expense, net (including changes in estimates)	5.2.9
Settlements	(91.38)
Foreign currency translation and other	1.83
Balance at September 28, 2024	$	30.1
Balance at March 29, 2025	$	29.7

Environmental Matters

The Company is subject to local, state, federal and foreign laws, regulations and ordinances which govern activities or operations that may have or have had adverse environmental effects. These regulations impose liability for clean-up costs resulting from past spills, disposals or other releases of hazardous wastes and environmental compliance. The Company's policy is to comply with all applicable environmental laws and to maintain an environmental management program based on ISO 14001 to ensure compliance with this standard. However, the Company currently is, has been and in the future may become, the subject of formal or informal enforcement actions or procedures.

As of ~~September~~March 2829, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had recorded environmental reserves of $4.9 million. The Company does not believe that the environmental liabilities associated with its current and former properties will have a material adverse impact on its business, financial condition, results of operations or cash flows; however, no assurances can be given in this regard.

Other Matters

The Company is involved from time to time in various other legal proceedings and claims, including, without limitation, intellectual property matters, tax claims and employment matters. Although the outcome of any legal matter cannot be predicted with certainty, the Company does not believe that any of the other legal proceedings or claims in which the Company is currently involved, either individually or in the aggregate, will have a material adverse impact on its business, financial condition, results of operations or cash flows. However, no assurances can be given in this regard.

Although the Company records reserves for legal disputes, warranty and recall matters, and environmental and other matters in accordance with GAAP, the ultimate outcomes of these matters are inherently uncertain. Actual results may differ significantly from current estimates.22

(17) Segment Reporting

The Company is organized under two reportable operating segments: Seating, which consists of the design, development, engineering and manufacture of complete seat systems and key seat components, and E-Systems, which consists of the design, development, engineering and manufacture of complete electrical distribution and connection systems; high-voltage power distribution products, including battery disconnect units ("BDUs"); and low-voltage power distribution products, electronic controllers and other electronic products. Included in the Company's complete seat systems and components are thermal comfort systems and configurable seating product technologies. All of these products are compatible with traditional internal combustion engine ("ICE") architectures and electrified powertrains, including the full range of hybrid, plug-in hybrid and battery electric architectures. Key seat component product offerings include seat trim covers; surface materials such as leather and fabric; seat mechanisms; seat foam; headrests; and thermal comfort systems such as seat heating, ventilation, active cooling, pneumatic lumbar and massage products. Key components of the Company's electrical distribution and connection

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

~~systems~~Although portfolio include wire harnesses, terminals and connectors, high-voltage battery connection systems and engineered components. High-voltage battery connection systems include intercell connect boards, bus bars and main battery connection systems. High-voltage power distribution products control the ~~flow~~Company ~~and~~records ~~distribution~~reserves offor ~~high-voltage~~legal power throughout electrified vehicles and include BDUs which control all electrical energy flowing into and out of high-voltage batteries in electrified vehicles. Low-voltage power distribution productsdisputes, ~~electronic~~warranty ~~controllers~~ and ~~other~~recall ~~electronic products facilitate signal~~matters, ~~data~~ and~~/or~~ ~~power~~environmental ~~management within the vehicle~~ and ~~include the associated software required to facilitate these functions. Key components of the Company's~~ other ~~electronic~~matters ~~products~~in ~~portfolio~~accordance include zone control modules, body domain control modules and low-voltage and high-voltage power distribution modules. The Company's software offerings include embedded control, cybersecurity software and software to control hardware devices. The Company's customers traditionally have sourced its electronic hardware together with ~~the software that the Company embeds in it. The other category includes unallocated costs related to corporate headquarters~~GAAP, ~~regional headquarters and~~ the ~~elimination~~ultimate ofoutcomes ~~intercompany activities, none~~ of ~~which~~these ~~meets~~matters ~~the~~are ~~requirements~~inherently ~~for being classified as an operating segment~~uncertain. ~~Corporate~~Actual ~~and~~results ~~regional~~may ~~headquarters~~differ ~~costs~~significantly ~~include~~from ~~various~~current ~~support functions, such as information technology, advanced research and development, corporate finance, legal, executive administration and human resources~~estimates.

~~Each~~(16) ofSegment ~~the~~Reporting Company's operating segments reports its results from operations and makes its requests for capital expenditures directly to the chief operating decision maker. The economic performance of each operating segment is driven primarily by automotive production volumes in the geographic regions in which it operates, as well as by the success of the vehicle platforms for which it supplies products. Also, each operating segment operates in the competitive Tier 1 automotive supplier environment and is continually working with its customers to manage costs and improve quality. The Company's production processes generally make use of hourly labor, dedicated facilities, sequential manufacturing and assembly processes and commodity raw materials.

The Company ~~evaluates~~is ~~the~~organized ~~performance~~under oftwo ~~its~~reportable operating segments: ~~based~~Seating ~~primarily~~and onE-Systems. ~~(i) revenues~~Each ~~from~~of ~~external~~these ~~customers,~~segments ~~(ii) pretax~~has ~~income~~a ~~before~~varied ~~equity~~product inand ~~net~~technology ~~income~~portfolio across a number of ~~affiliates,~~component ~~interest~~categories. ~~expense~~Further, ~~net~~the ~~and~~Company ~~other~~continuously ~~expense~~evaluates this portfolio, ~~net~~aligning ~~("segment~~it ~~earnings")~~with ~~and~~industry ~~(iii) cash~~trends ~~flows,~~while ~~being~~balancing ~~defined~~risk-adjusted asreturns, ~~segment~~which ~~earnings~~allows ~~less~~the ~~capital~~Company ~~expenditures~~to ~~plus~~offer ~~depreciation~~value-added ~~and~~solutions ~~amortization~~to its customers.

AOur ~~summary~~Seating segment consists of ~~revenues~~the ~~from~~design, ~~external~~development, engineering and manufacture of complete seat systems and key seat components. The Company's capabilities in operations and supply chain management enable synchronized assembly and just-in-time delivery of complex complete seat systems at high volumes to its customers. Key seat components include seat trim covers; surface materials such as leather and ~~other~~fabric; ~~financial~~seat ~~information~~mechanisms; byseat ~~reportable~~foam; ~~operating~~headrests; ~~segment~~and isthermal ~~shown~~comfort ~~below~~systems such as seat heating, ventilation, active cooling, pneumatic lumbar and massage products. All of these products are compatible with traditional internal combustion engine ("ICE") architectures and electrified powertrains, including the full range of hybrid, plug-in ~~millions):~~hybrid and battery electric architectures.

	Three Months Ended September 28, 2024
	Seating		E-Systems		Other		Consolidated
Revenues from external customers	$	4,111.8	$	1,472.6	$	—	$	5,584.4
Segment earnings (1)	242.4		65.3		(87.2)		220.5
Depreciation and amortization	99.9		47.3		5.2		152.4
Capital expenditures	91.6		38.1		2.5		132.2
Total assets	8,745.0		4,183.4		1,889.7		14,818.1

Our E-Systems segment consists of the design, development, engineering and manufacture of complete electrical distribution and connection systems; high-voltage power distribution products, including battery disconnect units ("BDUs"); and low-voltage power distribution products and electronic controllers.

	Three Months Ended September 30, 2023
	Seating		E-Systems		Other		Consolidated
Revenues from external customers	$	4,284.9	$	1,496.1	$	—	$	5,781.0
Segment earnings (1)	244.7		60.4		(84.9)		220.2
Depreciation and amortization	98.7		47.9		5.3		151.9
Capital expenditures	85.5		62.6		5.1		153.2
Total assets	8,570.6		4,056.6		1,986.5		14,613.7

•Electrical distribution and connection systems utilize low-voltage and high-voltage wire, high-speed data cables and flat wiring to connect networks and electrical signals and manage electrical power within the vehicle for all types of powertrains – from traditional ICE architectures to the full range of electrified powertrains that require management of higher voltage and power. Key components of the Company's electrical distribution and connection systems portfolio include wire harnesses, terminals and connectors, high-voltage battery connection systems and engineered components.

	Nine Months Ended September 28, 2024
	Seating		E-Systems		Other		Consolidated
Revenues from external customers	$	13,036.4	$	4,555.0	$	—	$	17,591.4
Segment earnings (1)	760.0		188.9		(271.1)		677.8
Depreciation and amortization	301.4		144.8		15.4		461.6
Capital expenditures	237.5		118.5		10.6		366.6

•High-voltage battery connection systems include intercell connect boards, bus bars and main battery connection systems. High-voltage power distribution products control the flow and distribution of high-voltage power throughout electrified vehicles and include BDUs which control all electrical energy flowing into and out of high-voltage batteries in electrified vehicles.

25•Low-voltage power distribution products and electronic controllers facilitate signal, data and/or power management within the vehicle and include the associated software required to facilitate these functions. Key components of this portfolio include zonal controllers, body domain control modules and low-voltage and high-voltage power distribution modules. The Company's software offerings include embedded control, cybersecurity software and software to control hardware devices. The Company's customers traditionally have sourced the Company's electronic hardware together with the software that the Company integrates and embeds in it.

The other category includes unallocated costs related to corporate headquarters, regional headquarters and the elimination of intercompany activities, including intersegment revenues and cost of sales, none of which meets the requirements for being classified as an operating segment. Corporate and regional headquarters costs include various support functions, such as information technology, advanced research and development, corporate finance, legal, executive administration and human resources. Such costs are reflected in the operating segment results to the extent they are directly attributable to an operating segment.

The Company's chief operating decision maker ("CODM") is Raymond E. Scott, President and Chief Executive Officer. Each of the Company's operating segments reports its results from operations and makes its requests for capital expenditures directly to the CODM. The CODM assesses the operating performance of each segment based on segment earnings (as defined below), which is driven primarily by automotive production volumes in the geographic regions in which it operates, as well as by the success of the vehicle platforms for which it supplies products. Also, each operating segment operates in the competitive Tier 1 automotive supplier environment and is continually working with its customers to manage costs and improve quality. The Company's production processes generally make use of an hourly workforce, dedicated facilities, sequential manufacturing and assembly processes and commodity raw materials.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

	Nine Months Ended September 30, 2023
	Seating		E-Systems		Other		Consolidated
Revenues from external customers	$	13,206.0	$	4,419.7	$	—	$	17,625.7
Segment earnings (1)	823.4		155.6		(263.3)		715.7
Depreciation and amortization	293.2		141.5		15.6		450.3
Capital expenditures	238.4		179.9		15.0		433.3

The CODM evaluates the performance of its operating segments based primarily on (i) revenues from external customers, (ii) pretax income before equity in net income of affiliates, interest expense, net and other expense, net ("segment earnings") and (iii) cash flows, being defined as segment earnings less capital expenditures plus depreciation and amortization.

~~(1)~~The ~~See~~accounting ~~definition~~policies ~~above~~of the Company's operating segments are the same as those described in this note to the consolidated financial statements.

A reconciliation of segment earnings to consolidated income before provision for income taxes and equity in net income of affiliates is shown below (in millions):

	Three Months Ended				Nine Months Ended
	Three Months Ended March 29, 2025
	September 28,2024		September 30,2023		September 28,2024		September 30,2023
	Seating		E-Systems		Other		Consolidated
Segment earnings	$	220.5	$	220.2	$	677.8	$	715.7
Revenues from external customers	$	4,151.1	$	1,409.2	$	—	$	5,560.3
Interest expense, net	26.5		25.7		79.5		76.1
Intersegment revenues (1)	1.2		63.4		(64.6)		—
Other expense, net	3.4		5.8		24.3		39.0
Less (2):
Consolidated income before provision for income taxes and equity in net income of affiliates	$	190.6	$	188.7	$	574.0	$	600.6
Cost of sales	3,845.9		1,377.4		(22.2)		5,201.1
Gross margin	306.4		95.2		(42.4)		359.2
Selling, general and administrative	85.5		35.5		51.4		172.4
Amortization of intangibles	3.4		1.8		—		5.2
Intersegment support activities	1.8		2.4		(4.2)		—
Segment earnings (3)	$	215.7	$	55.5	$	(89.6)	181.6
Reconciliation of segment earnings:
Interest expense, net							25.8
Other expense, net							20.4
Consolidated income before provision for income taxes and equity in net income of affiliates							$	135.4

(18) Financial Instruments


	Three Months Ended March 30, 2024
	Seating		E-Systems		Other		Consolidated
Revenues from external customers	$	4,477.6	$	1,517.0	$	—	$	5,994.6
Intersegment revenues (1)	0.7		57.6		(58.3)		—
Less (2):
Cost of sales	4,138.5		1,471.0		(13.0)		5,596.5
Gross margin	339.8		103.6		(45.3)		398.1
Selling, general and administrative	87.0		42.0		57.5		186.5
Amortization of intangibles	9.8		5.3		—		15.1
Intersegment support activities	1.4		2.2		(3.6)		—
Segment earnings (3)	$	241.6	$	54.1	$	(99.2)	196.5
Reconciliation of segment earnings:
Interest expense, net							26.1
Other expense, net							13.5
Consolidated income before provision for income taxes and equity in net income of affiliates							$	156.9

(1) Intersegment transactions are accounted for at values comparable to unaffiliated third-party transactions.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown.

(3) See definition above.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Other segment related disclosures are shown below (in millions):


	Three Months Ended March 29, 2025
	Seating		E-Systems		Other		Consolidated
Depreciation	$	90.8	$	46.4	$	5.3	$	142.5
Capital expenditures	70.4		28.7		4.9		104.0
Inventories	860.9		820.6		—		1,681.5
Total assets	8,694.6		4,054.1		1,874.6		14,623.3


	Three Months Ended March 30, 2024
	Seating		E-Systems		Other		Consolidated
Depreciation	$	90.8	$	44.3	$	5.1	$	140.2
Capital expenditures	63.6		45.6		4.4		113.6
Inventories	925.4		810.0		—		1,735.4
Total assets	8,867.0		4,084.7		1,920.3		14,872.0

(17) Financial Instruments

Debt Instruments

The carrying values of the Notes vary from their fair values. The fair values of the Notes were determined by reference to the quoted market prices of these securities (Level 2 input based on the GAAP fair value hierarchy). The carrying value of the Term Loan approximates its fair value (Level 3 input based on the GAAP fair value hierarchy). The estimated fair value, as well as the carrying value, of the Company's debt instruments are shown below (in millions):

	September 28,2024		December 31,2023
	March 29,2025		December 31,2024
Estimated aggregate fair value (1)	$	2,~~526~~387.3	$	2,~~464~~373.52
Aggregate carrying value (1) (2)	2,~~750~~700.0		2,~~750~~700.0

(1) Excludes "other" debt

(2) Excludes the impact of unamortized debt issuance costs and unamortized original issue premium (discount)

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Cash, Cash Equivalents and Restricted Cash

The Company has cash on deposit that is legally restricted as to use or withdrawal. A reconciliation of cash and cash equivalents reported on the accompanying condensed consolidated balance sheets to cash, cash equivalents and restricted cash reported on the accompanying condensed consolidated statements of cash flows is shown below (in millions):

	September 28,2024		September 30,2023
	March 29,2025		March 30,2024
Balance sheet:
Cash and cash equivalents	$	~~763~~779.9	$	~~979~~930.74
Restricted cash included in other current assets	2.13		10.94
Restricted cash included in other long-term assets	10.75		1.6
Statement of cash flows:
Cash, cash equivalents and restricted cash	$	~~767~~782.7	$	~~983~~932.24

Accounts Receivable

The Company's allowance for credit losses on financial assets measured at amortized cost, primarily accounts receivable, reflects management's estimate of credit losses over the remaining expected life of such assets, measured primarily using historical experience, as well as current conditions and forecasts that affect the collectability of the reported amount. Expected credit losses for newly recognized financial assets, as well as changes to expected credit losses during the period, are recognized in earnings. The Company also considers geographic and segment specific risk factors in the development of expected credit losses. As of September 28, 2024 and December 31, 2023, accounts receivable are reflected net of reserves of $41.3 million and $35.6 million, respectively. Changes in expected credit losses were not significant in the first nine months of 2024.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

in earnings. The Company also considers geographic and segment specific risk factors in the development of expected credit losses. As of March 29, 2025 and December 31, 2024, accounts receivable are reflected net of reserves of $27.2 million and $27.3 million, respectively. Changes in expected credit losses were not significant in the first three months of 2025.

Marketable Equity Securities

Marketable equity securities, which the Company accounts for under the fair value option, are included in the accompanying condensed consolidated balance sheets as shown below (in millions):

	September 28,2024		December 31,2023
	March 29,2025		December 31,2024
Current assets	$	6.6	$	4.8
Other current assets	$	5.4	$	6.6
Other long-term assets	82.60		6882.56
	$	8987.24	$	7389.32

Unrealized gains and losses arising from changes in the fair value of the marketable equity securities are recognized in other expense, net in the condensed consolidated statements of comprehensive income ~~(loss)~~. The fair value of the marketable equity securities is determined by reference to quoted market prices in active markets (Level 1 input based on the GAAP fair value hierarchy).

Equity Securities Without Readily Determinable Fair Values

As of ~~September~~March 2829, ~~2024~~2025 and December 31, ~~2023~~2024, investments in equity securities without readily determinable fair values of $11.2 million are included in other long-term assets in the accompanying condensed consolidated balance sheets. Such investments are valued at cost, less cumulative impairments of $17.0 million as of ~~September~~March 2829, ~~2024~~2025 and December 31, ~~2023~~2024. ~~In the nine months ended September 30, 2023, the Company recognized a loss of $5.0 million related to the impairment of an investment in equity securities without a readily determinable fair value.~~

27Derivative Instruments and Hedging Activities

The Company has used derivative financial instruments, including forwards, futures, options, swaps and other derivative contracts, to reduce the effects of fluctuations in foreign exchange rates and interest rates and the resulting variability of the Company's operating results. The Company is not a party to leveraged derivatives. The Company's derivative financial instruments are subject to master arrangements that provide for the net settlement of contracts, by counterparty, in the event of default or termination. On the date that a derivative contract for a hedge instrument is entered into, the Company designates the derivative as either (1) a hedge of the exposure to changes in the fair value of a recognized asset or liability or of an unrecognized firm commitment (a fair value hedge), (2) a hedge of the exposure of a forecasted transaction or of the variability in the cash flows of a recognized asset or liability (a cash flow hedge), (3) a hedge of a net investment in a foreign operation (a net investment hedge) or (4) a contract not designated as a hedge instrument.

For a fair value hedge, the change in the fair value of the derivative is recorded in earnings and reflected in the condensed consolidated statements of comprehensive income on the same line as the gain or loss on the hedged item attributable to the hedged risk. For a cash flow hedge, the change in the fair value of the derivative is recorded in accumulated other comprehensive loss in the condensed consolidated balance sheets. When the underlying hedged transaction is realized, the gain or loss included in accumulated other comprehensive loss is recorded in earnings and reflected in the condensed consolidated statements of comprehensive income on the same line as the gain or loss on the hedged item attributable to the hedged risk. For a net investment hedge, the change in the fair value of the derivative is recorded in cumulative translation adjustment, which is a component of accumulated other comprehensive loss in the condensed consolidated balance sheets. When the related currency translation adjustment is required to be reclassified, usually upon the sale or liquidation of the investment, the gain or loss included in accumulated other comprehensive loss is recorded in earnings and reflected in other expense, net in the condensed consolidated statements of comprehensive income. Changes in the fair value of contracts not designated as hedge instruments are recorded in earnings and reflected in other expense, net in the condensed consolidated statements of comprehensive income. Cash flows attributable to derivatives used to manage foreign currency risks are classified on the same line as the hedged item attributable to the hedged risk in the condensed consolidated statements of cash flows. Upon settlement, cash flows attributable to derivatives designated as net investment hedges are classified as investing activities in the condensed consolidated statements of cash flows. Cash flows attributable to forward starting interest rate swaps are classified as financing activities in the condensed consolidated statements of cash flows.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

~~Derivative~~recorded ~~Instruments~~at fair value in other current and ~~Hedging~~long-term ~~Activities~~assets and other current and long-term liabilities in the condensed consolidated balance sheets. The Company also formally assesses whether a derivative used in a hedge transaction is highly effective in offsetting changes in either the fair value or the cash flows of the hedged item. When it is determined that a hedged transaction is no longer probable to occur, the Company discontinues hedge accounting.

For a fair value hedge, the change in the fair value of the derivative is recorded in earnings and reflected in the condensed consolidated statements of comprehensive income (loss) on the same line as the gain or loss on the hedged item attributable to the hedged risk. For a cash flow hedge, the change in the fair value of the derivative is recorded in accumulated other comprehensive loss in the condensed consolidated balance sheets. When the underlying hedged transaction is realized, the gain or loss included in accumulated other comprehensive loss is recorded in earnings and reflected in the condensed consolidated statements of comprehensive income (loss) on the same line as the gain or loss on the hedged item attributable to the hedged risk. For a net investment hedge, the change in the fair value of the derivative is recorded in cumulative translation adjustment, which is a component of accumulated other comprehensive loss in the condensed consolidated balance sheets. When the related currency translation adjustment is required to be reclassified, usually upon the sale or liquidation of the investment, the gain or loss included in accumulated other comprehensive loss is recorded in earnings and reflected in other expense, net in the condensed consolidated statements of comprehensive income (loss). Changes in the fair value of contracts not designated as hedge instruments are recorded in earnings and reflected in other expense, net in the condensed consolidated statements of comprehensive income (loss). Cash flows attributable to derivatives used to manage foreign currency risks are classified on the same line as the hedged item attributable to the hedged risk in the condensed consolidated statements of cash flows. Upon settlement, cash flows attributable to derivatives designated as net investment hedges are classified as investing activities in the condensed consolidated statements of cash flows. Cash flows attributable to forward starting interest rate swaps are classified as financing activities in the condensed consolidated statements of cash flows.

The Company formally documents its hedge relationships, including the identification of the hedge instruments and the related hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. Derivatives are recorded at fair value in other current and long-term assets and other current and long-term liabilities in the condensed consolidated balance sheets. The Company also formally assesses whether a derivative used in a hedge transaction is highly effective in offsetting changes in either the fair value or the cash flows of the hedged item. When it is determined that a hedged transaction is no longer probable to occur, the Company discontinues hedge accounting.

Foreign Exchange

The Company uses forwards, swaps and other derivative contracts to reduce the effects of fluctuations in foreign exchange rates on known foreign currency exposures. Gains and losses on the derivative instruments are intended to offset gains and losses on the hedged transaction in an effort to reduce exposure to fluctuations in foreign exchange rates. The principal currencies hedged by the Company include the Mexican peso, various European currencies, ~~the Chinese renminbi~~ and the Philippine peso.

Foreign currency derivative contracts not designated as hedging instruments consist principally of hedges of cash transactions, intercompany loans and certain other balance sheet exposures.

Net Investment Hedges

The Company uses cross-currency interest rate swaps, which are designated as net investment hedges of the foreign currency rate exposure of its investment in certain Euro-denominated subsidiaries. In the ~~nine~~three months ended ~~September~~March 2829, ~~2024~~2025 and ~~September~~March 30, ~~2023~~2024, contra interest expense on net investment hedges of $10.76 million is included in interest expense, net in the accompanying condensed consolidated statements of comprehensive income ~~(loss)~~.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Balance Sheet Classification

The notional amount, estimated aggregate fair value and related balance sheet classification of the Company's foreign currency and net investment hedge contracts are shown below (in millions, except for maturities):

	September 28,2024		December 31,2023
	March 29,2025		December 31,2024
Fair value of foreign currency contracts designated as cash flow hedges:
Other current assets	$	2123.93	$	~~137~~16.21
Other long-term assets	312.50		190.95
Other current liabilities	(5859.7)		(1105.84)
Other long-term liabilities	(5131.73)		(061.56)
	(85.0)		154.8
	(55.7)		(150.4)
Notional amount	$	2,~~486~~604.08	$	2,~~352~~605.37
Outstanding maturities in months, not to exceed	36		2436
Fair value of derivatives designated as net investment hedges:
Other long-term liabilities	$	(2.1)	$	(1.1)
Other current assets	$	1.0	$	—
Other long-term assets	—		7.1
	1.0		7.1
Notional amount	$	150.0	$	150.0
Outstanding maturities in months, not to exceed	1812		2715
Fair value of foreign currency contracts not designated as hedging instruments:
Other current assets	$	41.52	$	52.83
Other current liabilities	(21.70)		(16.21)
	1.8		4.6
	0.2		(3.8)
Notional amount	$	~~518~~376.7	$	~~569~~481.97
Outstanding maturities in months, not to exceed	1		1
Total fair value	$	(8554.35)	$	~~158~~(147.31)
Total notional amount	$	3,~~154~~131.75	$	3,~~072~~237.24

~~Accumulated Other Comprehensive Loss — Derivative Instruments and Hedging~~27

Pretax amounts related to foreign currency and net investment hedge contracts that were recognized in and reclassified from accumulated other comprehensive loss are shown below (in millions):

	Three Months Ended				Nine Months Ended
	September 28,2024		September 30,2023		September 28,2024		September 30,2023
Gains (losses) recognized in accumulated other comprehensive loss:
Foreign currency contracts	$	(81.2)	$	(8.8)	$	(140.4)	$	183.2
Net investment hedge contracts	(4.7)		3.3		(1.0)		—
	(85.9)		(5.5)		(141.4)		183.2
(Gains) losses reclassified from accumulated other comprehensive loss to:
Net sales	(0.8)		(0.9)		(3.3)		(0.5)
Cost of sales	(11.8)		(56.0)		(96.1)		(125.3)
Interest expense, net	0.6		0.6		1.8		1.8
Other expense, net	—		—		—		0.4
	(12.0)		(56.3)		(97.6)		(123.6)
Comprehensive income (loss)	$	(97.9)	$	(61.8)	$	(239.0)	$	59.6

As of September 28, 2024 and December 31, 2023, pretax net gains (losses) of ($82.7) million and $156.3 million, respectively, related to the Company's derivative instruments and hedging activities were recorded in accumulated other comprehensive loss.

During the next twelve-month period, net losses expected to be reclassified into earnings are shown below (in millions):

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

Foreign currency contracts	$	36.8
Interest rate swap contracts	2.4
Total	$	39.2

Accumulated Other Comprehensive Loss — Derivative Instruments and Hedge Activities

Pretax amounts related to foreign currency and net investment hedge contracts that were recognized in and reclassified from accumulated other comprehensive loss are shown below (in millions):


	Three Months Ended
	March 29, 2025		March 30, 2024
Gains (losses) recognized in accumulated other comprehensive loss:
Foreign currency contracts	$	82.6	$	61.5
Net investment hedge contracts	(6.1)		2.9
	76.5		64.4
(Gains) losses reclassified from accumulated other comprehensive loss to:
Net sales	(0.5)		(1.4)
Cost of sales	12.5		(43.4)
Interest expense, net	0.6		0.6

	12.6		(44.2)
Comprehensive income	$	89.1	$	20.2

As of March 29, 2025 and December 31, 2024, pretax net losses of $49.1 million and $138.2 million, respectively, related to the Company's derivative instruments and hedge activities were recorded in accumulated other comprehensive loss.

During the next twelve-month period, net losses expected to be reclassified into earnings are shown below (in millions):


Foreign currency contracts	$	(36.4)
Interest rate swap contracts	(2.4)

Total	$	(38.8)

Such losses will be reclassified at the time that the underlying hedged transactions are realized.

Fair Value Measurements

GAAP provides that fair value is an exit price, defined as a market-based measurement that represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value measurements are based on one or more of the following three valuation techniques:


Market:						This approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Income:						This approach uses valuation techniques to convert future amounts to a single present value amount based on current market expectations.

Cost:						This approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost).

Further, GAAP prioritizes the inputs and assumptions used in the valuation techniques described above into a three-tier fair value hierarchy as follows:


Level 1:						Observable inputs, such as quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

Level 2:						Inputs, other than quoted market prices included in Level 1, that are observable either directly or indirectly for the asset or liability.

Level 3:						Unobservable inputs that reflect the entity's own assumptions about the exit price of the asset or liability. Unobservable inputs may be used if there is little or no market data for the asset or liability at the measurement date.

The Company discloses fair value measurements and the related valuation techniques and fair value hierarchy level for its assets and liabilities that are measured or disclosed at fair value.

~~Items Measured at Fair Value on a Recurring Basis~~ 28

Fair value measurements and the related valuation techniques and fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of September 28, 2024 and December 31, 2023, are shown below (in millions):

	September 28, 2024
	Frequency	Asset(Liability)		ValuationTechnique	Level 1		Level 2		Level 3
Foreign currency contracts, net	Recurring	$	(83.2)	Market/ Income	$	—	$	(83.2)	$	—
Net investment hedges	Recurring	(2.1)		Market/ Income	—		(2.1)		—
Marketable equity securities	Recurring	89.2		Market	89.2		—		—

	December 31, 2023
	Frequency	Asset(Liability)		ValuationTechnique	Level 1		Level 2		Level 3
Foreign currency contracts, net	Recurring	$	159.4	Market/ Income	$	—	$	159.4	$	—
Net investment hedges	Recurring	(1.1)		Market/ Income	—		(1.1)		—
Marketable equity securities	Recurring	73.3		Market	73.3		—		—

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

~~interest~~Items ~~rates.~~Measured Ifat aFair ~~derivative~~Value ~~contract~~on ~~is in~~ a ~~net~~Recurring ~~liability~~Basis position, the Company adjusts these discount rates, if required, by an estimate of the credit spread that would be applied by market participants purchasing these contracts from the Company's counterparties. If an estimate of the credit spread is required, the Company uses significant assumptions and factors other than quoted market rates, which would result in the classification of its derivative liabilities within Level 3 of the fair value hierarchy. As of September 28, 2024 and December 31, 2023, there were no derivative contracts that were classified within Level 3 of the fair value hierarchy. In addition, there were no transfers in or out of Level 3 of the fair value hierarchy in the first nine months of 2024.

Fair value measurements and the related valuation techniques and fair value hierarchy level for the Company's assets and liabilities measured at fair value on a recurring basis as of March 29, 2025 and December 31, 2024, are shown below (in millions):


	March 29, 2025
	Frequency	Asset (Liability)		Valuation Technique	Level 1		Level 2		Level 3
Foreign currency contracts, net	Recurring	$	(55.5)	Market/ Income	$	—	$	(55.5)	$	—
Net investment hedge contracts	Recurring	1.0		Market/ Income	—		1.0		—
Marketable equity securities	Recurring	87.4		Market	87.4		—		—


	December 31, 2024
	Frequency	Asset (Liability)		Valuation Technique	Level 1		Level 2		Level 3
Foreign currency contracts, net	Recurring	$	(154.2)	Market/ Income	$	—	$	(154.2)	$	—
Net investment hedge contracts	Recurring	7.1		Market/ Income	—		7.1		—
Marketable equity securities	Recurring	89.2		Market	89.2		—		—

The Company determines the fair value of its derivative contracts using quoted market prices to calculate the forward values and then discounts such forward values to the present value. The discount rates used are based on quoted bank deposit or swap interest rates. If a derivative contract is in a net liability position, the Company adjusts these discount rates, if required, by an estimate of the credit spread that would be applied by market participants purchasing these contracts from the Company's counterparties. If an estimate of the credit spread is required, the Company uses significant assumptions and factors other than quoted market rates, which would result in the classification of its derivative liabilities within Level 3 of the fair value hierarchy. As of March 29, 2025 and December 31, 2024, there were no derivative contracts that were classified within Level 3 of the fair value hierarchy. In addition, there were no transfers in or out of Level 3 of the fair value hierarchy in the first three months of 2025.

Items Measured at Fair Value on a Non-Recurring Basis

The Company measures certain assets and liabilities at fair value on a non-recurring basis, which are not included in the table above. As these non-recurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy.

In the ~~nine~~three months ended ~~September~~March 2829, 2025 and March 30, 2024, the Company completed impairment assessments and recorded related toimpairment ~~certain~~charges of ~~its~~$2.7 ~~property,~~million ~~plant~~ and ~~equipment~~$4.3 ~~and~~million, ~~right-of-use~~respectively, ~~assets~~related ~~and~~to ~~recorded~~its ~~related~~property, ~~impairment~~plant ~~charges~~and ofequipment and $50.51 million and $0.9 million, respectively, related to its right-of-use assets. The fair value estimates of the related assets were based on management's estimates using a discounted cash flow method.

InAs ~~the~~of ~~nine months ended September~~March 3029, ~~2023~~2025, ~~the~~there ~~Company~~were ~~completed~~no ~~impairment~~additional ~~assessments~~significant ~~related to certain of its property, plant and equipment, right-of-use~~ assets ~~and~~or ~~intangible~~liabilities ~~assets~~measured ~~and~~at ~~recorded related impairment charges of $5.4 million, $9.6 million and $1.9 million, respectively. The~~ fair value ~~estimates of the related assets were based~~ on ~~management's estimates using~~ a ~~discounted~~non-recurring ~~cash flow method~~basis.

~~As of September 28, 2024, there were no additional significant assets or liabilities measured at fair value on a non-recurring basis.~~29

~~(19)~~LEAR ~~Accounting~~CORPORATION ~~Pronouncements~~AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(18) Accounting Pronouncements

Accounting Standards Updates ("ASU") Issued But Not Yet Adopted:

ASU 2023-0709 (issued ~~November~~December 2023), "~~Segment~~Improvements ~~Reporting~~to -Income ~~Improving~~Tax ~~Reportable Segment~~ Disclosures." The ASU requires disclosure of ~~significant~~specific ~~segment~~categories ~~expenses~~in ~~impacting~~the ~~profit~~effective ~~and~~tax ~~loss~~rate ~~that~~reconciliation, ~~are~~as ~~regularly~~well ~~provided~~as toadditional ~~the~~information ~~chief~~for ~~operating~~reconciling ~~decision~~items ~~maker~~that meet a quantitative threshold. It also requires ~~public~~disclosure ~~entities~~of toincome ~~provide~~taxes inpaid, ~~interim~~net ~~periods~~of ~~all~~refunds, ~~reportable~~disaggregated ~~segment~~by ~~profit~~federal, orstate ~~loss~~and foreign taxes, and ~~asset~~further ~~disclosures~~disaggregated ~~that~~by ~~are~~jurisdiction ~~currently~~based ~~required~~on ~~annually~~a quantitative threshold. The update is effective for fiscal years beginning after December 15, ~~2023, and interim periods within fiscal years beginning after December 15,~~ 2024, with early adoption permitted. The update is ~~required~~ to be adopted ~~retrospectively~~prospectively; ~~to prior periods presented~~however, ~~based~~retrospective onapplication ~~the~~is ~~significant segment expense categories identified and disclosed in the period of adoption~~permitted. The ~~Company~~ASU has evaluated the additional disclosures required to be reflected in the financial statements included in the Company's 2024 annual filing on Form 10-K and subsequent quarterly filings on Form 10-Q. The update will ~~not~~modify ~~affect recognition or measurement in~~ the Company's ~~consolidated~~ financial ~~statements~~statement ~~and~~disclosures but will not have a significant impact on ~~the~~its ~~Company's~~consolidated financial ~~statement disclosures~~statements.

ASU ~~2023~~2024-0903 (issued ~~December~~November ~~2023~~2024), "~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses." The ASU requires ~~disclosure~~the disaggregation of ~~specific~~certain ~~categories~~expenses inpresented on the ~~effective~~face ~~tax~~of ~~rate~~the ~~reconciliation,~~income asstatement ~~well~~in asa ~~additional~~tabular ~~information~~footnote ~~for~~disclosure. ~~reconciling~~The ~~items~~expense ~~that~~categories ~~meet~~include apurchases ~~quantitative~~of ~~threshold~~inventory, employee compensation, depreciation and amortization. It also requires the definition and disclosure of ~~income~~selling ~~taxes paid~~expense, ~~net~~a ofqualitative ~~refunds,~~description ~~disaggregated~~of byexpense ~~federal,~~amounts ~~state~~not disaggregated and ~~foreign~~inclusion ~~taxes,~~of ~~and~~existing ~~further~~expense ~~disaggregated~~disclosures bywithin ~~jurisdiction~~the ~~based~~same ontabular afootnote ~~quantitative threshold~~disclosure. The update is effective for fiscal years beginning after December 15, ~~2024~~2026, with early adoption permitted. The update is to be adopted prospectively; however, retrospective application is permitted. The ~~Company~~ASU iswill ~~currently~~modify ~~evaluating~~ the ~~impact~~Company's offinancial ~~the~~statement ~~update~~disclosures but ~~does~~will not ~~expect it to~~ have a significant impact on its consolidated financial statements.

The Company considers the applicability and impact of all ASUs issued by the Financial Accounting Standards Board. Other recently issued accounting pronouncements are not expected to have a material impact or are not relevant to the Company's condensed consolidated financial statements.

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LEAR CORPORATION

ITEM 2 — MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

EXECUTIVE OVERVIEW

Lear Corporation is a global automotive technology leader in Seating and E-Systems, enabling superior in-vehicle experiences for consumers around the world. We supply complete seat systems, key seat components, complete electrical distribution and connection systems, high-voltage power distribution products, including battery disconnect units ("BDUs"), low-voltage power distribution products, ~~electronic controllers~~ and ~~other~~ electronic ~~products~~controllers to all of the world's major automotive manufacturers.

Lear is built on a foundation and strong culture of innovation, operational excellence, and engineering and program management capabilities. We use our product and process design and technological expertise, as well as our global reach and competitive manufacturing footprint, to achieve our financial goals and objectives. These include continuing to deliver profitable growth balancing risks and returns, investing in ~~innovation~~product and process innovations to drive business growth and profitability, maintaining a strong balance sheet with investment grade credit metrics, and consistently returning capital to our ~~stockholders~~shareholders. Further, we have aligned our strategy with key trends affecting our business ~~— primarily electrification~~. At Lear, we are Making every drive betterTM by providing technology for safer, smarter and more comfortable journeys, while adhering to our values — Be Inclusive. Be Inventive. Get Results the Right Way.

Our business is organized under two reporting segments: Seating and E-Systems. Each of these segments has a varied product and technology portfolio across a number of component categories. Further, we continuously evaluate this portfolio, aligning it with industry trends while balancing risk-adjusted returns, which allows us to offer value-added solutions to our customers.

Our Seating business consists of the design, development, engineering and manufacture of complete seat systems and key seat components. Our capabilities in operations and supply chain management enable synchronized assembly and just-in-time delivery of complex complete seat systems at high volumes to our customers. As the most vertically integrated global seat supplier, our key seat component product offerings include seat trim covers; surface materials such as leather and fabric; seat mechanisms; seat foam; headrests; and thermal comfort systems such as seat heating, ventilation, active cooling, pneumatic lumbar and massage products. All of these products are compatible with traditional internal combustion engine ("ICE") architectures and electrified powertrains, including the full range of hybrid, plug-in hybrid and battery electric architectures. Our thermal comfort systems are facilitated by our seat system, component and integration capabilities, together with our competencies in electronics, sensors, software and algorithms.

Our E-Systems business consists of the design, development, engineering and manufacture of complete electrical distribution and connection systems; high-voltage power distribution products, including BDUs; and low-voltage power distribution products, ~~electronic controllers~~ and ~~other~~ electronic ~~products~~controllers. These capabilities enable us to provide our customers with customizable solutions with optimized designs at competitive costs for both low-voltage and high-voltage vehicle architectures.

•Electrical distribution and connection systems utilize low-voltage and high-voltage wire, high-speed data cables and flat wiring to connect networks and electrical signals and manage electrical power within the vehicle for all types of powertrains – from traditional ICE architectures to the full range of electrified powertrains that require management of higher voltage and power. Key components of our electrical distribution and connection systems portfolio include wire harnesses, terminals and connectors, high-voltage battery connection systems and engineered components.

•Low-voltage power distribution products, ~~electronic controllers~~ and ~~other~~ electronic ~~products~~controllers facilitate signal, data and/or power management within the vehicle and include the associated software required to facilitate these functions. Key components of ~~our~~this ~~other electronic products~~ portfolio include ~~zone~~zonal ~~control modules~~controllers, body domain control modules and low-voltage and high-voltage power distribution modules. Our software offerings include embedded control, cybersecurity software and software to control hardware devices. Our customers traditionally have sourced our electronic hardware together with the software that we integrate and embed in it.

We serve all of the world's major automotive manufacturers through both our Seating and E-Systems businesses, and we have automotive content on more than ~~475~~480 vehicle nameplates worldwide. It is common for us to have both seating and electrical and/or electronic content on the same vehicle platform.

Our businesses benefit globally from leveraging common operating standards and disciplines, including world-class product development and manufacturing processes, as well as common customer support and regional infrastructures, all of which contribute to our reputation for operational excellence. Our core capabilities are shared across component categories and include high-precision manufacturing and assembly with short lead times, complex, global supply chain management, global

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LEAR CORPORATION

contribute to our reputation for operational excellence. Our core capabilities are shared across component categories and include high-precision manufacturing and assembly with short lead times, complex, global supply chain management, global engineering and program management, the agility to establish and/or transfer production between facilities quickly, and a unique, customer-focused culture. In select instances, we are able to manufacture both Seating and E-Systems components in the same facility. Our businesses also utilize proprietary, industry-specific processes and standards, leverage common low-cost engineering centers and share centralized operating support functions. These functions include health and safety, logistics, quality, supply chain management and all major administrative functions, such as corporate finance, executive administration, human resources, information technology and legal. We continue to build on our reputation for operational excellence through ~~investment~~organic inand ~~manufacturing~~inorganic investments in automation and other advanced manufacturing technologies and the digital transformation of both our operations and administrative functions. It involves the integration of new technologies, such as Industrial Internet of Things (IIoT), cloud computing, artificial intelligence (AI), machine learning and advanced automation, into production facilities and business operations. These technologies enable smart and automated machines and smart factories to communicate, analyze and optimize ~~processes~~products and ~~products~~processes, resulting in higher efficiency, quality and responsiveness to customers.

Through our products, processes, technology and strategic initiatives, we are well -positioned to capitalize on business growth opportunities. We are focused on profitably growing our businesses and have implemented a strategy designed to deliver industry-leading, long-term financial returns. This strategy is based on the following four pillars designed to drive growth and profitability in both of our business segments:

•Extend our market leadership position in Seating with priceable features, including modularity and thermal comfort systems;

•Transform our E-Systems business through accelerated growth in connection systems and vehicle architecture evolution and electrification;

•Build on our reputation for operational excellence through ~~investment~~organic and inorganic investments in automation and digital technologies; and

•Prioritize people and the planet through our sustainability initiatives to drive business growth, cost reductions and improved employee retention.

IDEA by Lear - Innovative. Digital. Engineered. Automated. - issupports ~~the evolution of~~ our strategy to drive growth and improve profitability. IDEA reflects our commitment to continue to strengthen our competitive position in both of our business segments through the development of innovative products and the utilization of advanced technologies and process automation that improve our profitability through increased efficiency and extend our leadership position in operational excellence. Our investments in these technologies and the digital transformation of both our operations and administrative functions aim to improve profitability through process improvements and further efficiency gains.

For further information related to our strategy, see Item 1, "Business," in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

Industry Overview

We supply all vehicle segments of the automotive light vehicle original equipment market in every major automotive producing region in the world. Our sales are driven by the number of vehicles produced by the automotive manufacturers, ~~which~~and isour ~~ultimately~~content ~~dependent~~per onvehicle. ~~consumer~~Due ~~demand~~to ~~for~~the ~~automotive~~interconnectedness ~~vehicles~~of ~~and~~ the ~~availability~~global economy, policy changes in one area of ~~raw~~the ~~materials~~world ~~and~~can ~~components,~~have an immediate and ~~our~~material ~~content~~impact ~~per~~on ~~vehicle~~markets around the world.

InSince ~~2020,~~his ~~the~~inauguration ~~automotive industry experienced a significant decline~~ in ~~global~~January ~~production~~2025, ~~volumes~~President asDonald ~~a result of the COVID-19 pandemic~~J. ~~Although~~Trump ~~2023~~has ~~industry~~announced ~~production~~various ~~returned~~tariffs tothat ~~pre-pandemic~~impact ~~levels,~~industries ~~2024~~around ~~industry production is expected to remain approximately 7% below 2017 peak levels (based on October 2024 S&P Global Mobility projections). Since 2020,~~ the ~~global economy~~world, asincluding ~~well as~~ the automotive industry, has been influenced directly and indirectly by macroeconomic events resulting in unfavorable conditions, including shortages of semiconductor chips and other components, elevated inflation levels on commodities and labor, higher interest rates, and labor and energy shortages in certain markets. ~~Certain~~As of ~~these factors, among others, continue to impact consumer demand, as well as~~ the ~~ability~~date of ~~automotive~~this ~~manufacturers~~Report, ~~to produce vehicles to meet demand. Our strategy to mitigate~~ the ~~impact~~tariffs ofannounced ~~these~~by ~~factors encompasses our comprehensive cost management process, including cost technology optimization, actions to further align our manufacturing capacity to~~ the current ~~industry production environment and investments in automation technologies, as well as commercial recovery mechanisms~~U. ~~This will allow us to enhance operational efficiencies, improve the utilization of existing facilities and equipment to reduce future expenditures, and streamline administrative functions~~S. ~~For~~administration athat ~~description~~could ofadversely ~~related~~impact ~~risks, see Item 1A, "Risk Factors," in~~ our ~~Annual~~business ~~Report on Form 10-K for the year ended December 31, 2023.~~include:

•25% tariff on imports of automobiles and certain automobile parts into the United States from all countries (with respect to automotive parts, the "Automobile Parts Tariff"). Automobile parts that meet specific rules of origin under the United States-Mexico-Canada Agreement ("USMCA" and "USMCA-qualifying") are currently exempt from the Automobile Parts Tariff; however, this exemption may be modified to include only the U.S. content of USMCA-qualifying automobile parts.

•25% tariff on all imports into the United States from Mexico and Canada except for USMCA-qualifying goods (the "Mexico/Canada Tariff"). The Mexico/Canada Tariff does not apply to goods subject to the Automobile Parts Tariff.

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•25% tariff on all steel and aluminum imports into the United States from all countries (the "Steel/Aluminum Tariff"). The Steel/Aluminum Tariff does not apply to goods subject to the Automobile Parts Tariff or the Mexico/Canada Tariff.

•Incremental 20% tariff on all imports into the United States from China (the "China Tariff").

•10% tariff on all imports into the United States from all countries that are not subject to the Automobile Parts, Mexico/Canada or Steel/Aluminum Tariffs. Country-specific tariffs were to have replaced the 10% tariffs effective April 9, 2025, but have been paused for ninety days with the exception of China (the "Reciprocal Tariffs"). The China Reciprocal Tariff is 125% and is additive to the China Tariff discussed above.

Although U.S. tariffs did not have a material impact on our operating performance in the first quarter of 2025, the impact of the tariffs noted above could adversely affect our future financial condition and operating results if implemented as currently drafted and absent recovery of such costs from our customers or success of other mitigating actions.

The vast majority of products in both our Seating and E-Systems businesses are USMCA-qualifying and therefore exempt from the Mexico/Canada Tariff. Further, the vast majority of products in our Seating business are not subject to the Automobile Parts Tariff. However, the Automobile Parts Tariff does apply to the wire harnesses we assemble in our E-Systems business and import into the United States. While the wire harnesses we import from Mexico are USMCA-qualifying and currently exempt from the Automobile Parts Tariff, the wire harnesses we import from Honduras are subject to such tariff, which could materially impact cost of sales in our E-Systems business. Moreover, if the exemption under the Automobile Parts Tariff is modified to include only the U.S. content of USMCA-qualifying goods, this tariff also could materially impact cost of sales in our E-Systems business with respect to wire harnesses we import from Mexico. Although a less substantial impact than the Automobile Parts Tariff, the Mexico/Canada, Steel/Aluminum, China and Reciprocal Tariffs could impact our cost of sales relating to certain non-USMCA-qualifying goods imported from Mexico, small steel and aluminum parts imported globally, goods imported from China and other goods subject to Reciprocal Tariffs. In addition to these impacts on our cost of sales, the aforementioned tariffs, separately or in the aggregate, could materially impact our net sales and other aspects of our financial performance, if they negatively impact vehicle production volumes or result in disruptions in the supply chain, including disruptions with respect to our customers or suppliers.

The actual impact of these tariffs on our business, financial condition and results of operations is subject to a number of factors that are not yet known or are subject to change, including the effect such tariffs may have on consumer demand and global automotive production volumes, the effective dates and duration of such tariffs, future changes in the amounts and scope of such tariffs, the potential withdrawal of such tariffs in whole or in part, the scope and effective date of any exemptions to such tariffs, any modification to existing exemptions to the tariffs, countermeasures that the target countries may take in response to such tariffs, and the impact such tariffs may have on our customers and our supply chain. We expect the ultimate cost of tariffs to be recovered from our customers and are implementing certain actions, and considering others, to counter the potential impact of such tariffs on our business, financial condition and results of operations, including, without limitation, participating in industry efforts to inform the U.S. and certain foreign administrations and legislatures of the impact of current trade and tariff policies on the automotive industry and evaluating our production footprint and alternatives in our supply chain. However, we can provide no assurance that we will be successful in recovering such costs from our customers or that any of these mitigating actions will be successful or will not disrupt and deteriorate our business, operations and financial performance.

For risks related to tariffs, see Part II — Item 1A, "Risk Factors," included in this Report and Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2024.

Although industry production returned to pre-pandemic levels in 2023, industry production in 2024 remained approximately 6% below 2017 peak levels, and 2024 industry production levels in North America and Europe, our two largest markets, remained approximately 9% and 23%, respectively, below prior peak levels. Industry production in 2025 is expected to decline approximately 2%, as compared to 2024 (based on April 2025 S&P Global Mobility projections). Since 2020, the global economy, as well as the automotive industry, have been influenced directly and indirectly by macroeconomic events resulting in unfavorable conditions, including increases in tariffs, shortages of semiconductor chips and other components, elevated inflation levels on commodities and labor, higher interest rates, and labor and energy shortages in certain markets. Certain of these factors, among others, continue to impact consumer demand. Our strategy to mitigate these impacts encompasses our comprehensive cost management process, including cost technology optimization, actions to further align our manufacturing capacity to the current industry production environment and investments in automation and other advanced manufacturing technologies, as well as commercial recovery mechanisms. This will allow us to enhance operational efficiencies, improve the utilization of existing facilities and equipment to reduce future expenditures, and streamline administrative functions.

For a description of related risks, see Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2024.

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Global automotive industry production volumes in the first ~~nine~~three months of ~~2024~~2025, as compared to the first ~~nine~~three months of ~~2023~~2024, are shown below (in thousands of units):

Nine Months Ended

Three Months Ended

September 28, 2024 (1)

September 30,2023 (1) (2)

% Change

March 29,2025 (1)

March 30,2024 (1) (2)

% Change

North America

113,~~824~~756.84

113,~~920~~967.57

(15)

Europe and Africa

134,~~159~~398.87

134,~~643~~738.24

(47)

Asia

3512,~~834~~245.76

3611,~~179~~399.73

~~(1)~~7

South America

~~2,114~~658.83

~~2,128~~606.3

~~(1)~~9

Other

~~1,262~~352.1

~~1,386~~412.94

(915)

Global light vehicle production

6421,~~196~~411.21

6521,~~258~~124.61

~~(2)~~1

(1) Production data based on S&P Global Mobility

(2) Production data for ~~2023~~2024 ~~have~~has been updated from our ~~third~~first quarter ~~2023~~2024 Quarterly Report on Form 10-Q to reflect actual production levels

Automotive sales and production can also be affected by the age of the vehicle fleet and related scrappage rates, labor relations issues, labor shortages, fuel prices, regulatory requirements, government initiatives and incentives, trade agreements, tariffs and other non-tariff trade barriers (including recent U.S. tariffs imposed or threatened to be imposed on Mexico, ~~the~~Canada ~~availability~~and China, as well as other countries and ~~cost~~any ofretaliatory ~~credit~~actions taken by such countries), the availability and cost of ~~critical components~~credit, ~~logistics~~the ~~issues,~~availability ~~restructuring~~and ~~actions~~cost of ~~our~~raw ~~customers~~materials and ~~suppliers~~critical components, ~~facility closures~~ and ~~increased~~logistics ~~competition~~issues, as well as vehicle affordability and consumer preferences regarding vehicle powertrains (including preferences regarding hybrid and electric vehicles), size, configuration and features, among other factors. The impact of potential tariffs on our business and financial condition, if any, is subject to a number of factors that are not yet known, including the effective date and duration of such tariffs, the scope and nature of any tariffs, the amount of any tariffs, any countermeasures that the target countries may take in response to such tariffs. In light of these uncertainties, we can provide no assurance that any mitigating actions that may become available to us, such as our ability to pass along some or all of the costs of any tariffs to some or all of our customers, will be successful. Our sales and production may be further affected by new entrants to the industry, including domestic automakers in certain regions and non-traditional automakers, and the restructuring actions, including facility closures, of our customers and suppliers. Our operating results are also significantly impacted by the overall commercial success of the vehicle platforms for which we supply particular products, as well as the profitability of the products that we supply for these platforms, which is determined, in part, by the level of vertical integration. The loss of business with respect to any vehicle model for which we are a significant supplier, or a decrease in the production levels of any such models, could adversely affect our operating results. In addition, larger cars and light trucks, as well as vehicle platforms that offer more features and functionality, such as luxury, sport utility and crossover vehicles, typically have more content and, therefore, tend to have a more significant impact on our operating results.

Our percentage of consolidated net sales by region in the first ~~nine~~three months of ~~2024~~2025 and ~~2023~~2024 is shown below:

	Nine Months Ended
	Three Months Ended
	September 28,2024		September 30,2023
	March 29,2025		March 30,2024
North America	4240	%	41	%
Europe and Africa	3637	%	3638	%
Asia	1820	%	1918	%
South America	43	%	43	%
Total	100	%	100	%

Our ability to reduce the risks inherent in certain concentrations of our business, and thereby maintain our financial performance in the future, will depend, in part, on our ability to continue to diversify our sales on a customer, product, platform and geographic basis to better reflect the market overall.

The automotive industry, and our business, continue to be shaped by the broad trend of electrification~~, which is likely to be at the forefront of the industry for the foreseeable future~~. Although the adoption of electrified vehicles has been slower than anticipated in certain regions, demand for, and regulatory developments related to, improved energy efficiency and sustainability (e.g., government mandates related to fuel economy and carbon emissions) remain significant drivers of this trend.

Our material cost as a percentage of net sales was 6463.25% in the first ~~nine~~three months of ~~2024~~2025, as compared to 6564.54% in the first ~~nine~~three months of ~~2023~~2024. Raw material, energy, commodity and product component costs can be volatile, reflecting, among other things, changes in supply and demand, logistics issues, global trade and tariff policies, ~~and~~(including ~~geopolitical~~recent ~~issues~~U. ~~Our primary commodity cost exposures relate to steel, copper and leather~~S. Wetariffs ~~have~~imposed ~~developed~~or ~~and~~threatened ~~implemented strategies~~ to ~~mitigate~~be ~~the~~imposed ~~impact~~on ~~of such costs through the selective in-sourcing of components~~Mexico, ~~the~~Canada ~~continued consolidation of our supply base, longer-term purchase commitments, commercial recovery mechanisms~~ and ~~the selective expansion of low-cost country sourcing and engineering~~China, as well as ~~value~~other ~~engineering~~countries and ~~product~~any ~~benchmarking.~~retaliatory ~~Further,~~actions ~~our~~taken ~~exposure~~by tosuch changes in steel prices is primarily indirect, through purchased components, and a significant portion of our copper, leather and direct steel purchases are subject to price index agreements with our customers and suppliers. Certain of these strategies also may limit our opportunities in a declining price environment. In the current environment of elevated raw material, energy, commodity and product component costs, these strategies, together with commercial negotiations with our customers and suppliers, have offset a significant portion of the

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countries), and geopolitical issues. Our primary commodity cost exposures relate to steel, copper and leather. We have developed and implemented strategies to mitigate the impact of increases in such costs through the selective in-sourcing of components, the continued consolidation of our supply base, longer-term purchase commitments, commercial recovery mechanisms and the selective expansion of low-cost country sourcing and engineering, as well as value engineering and product benchmarking. Further, our exposure to changes in steel prices is primarily indirect, through purchased components, and a significant portion of our copper, leather and direct steel purchases are subject to price index agreements with our customers and suppliers. Certain of these strategies also may limit our opportunities in a declining price environment. In the current environment of elevated raw material, energy, commodity and product component costs, these strategies, together with commercial negotiations with our customers and suppliers, have offset a significant portion of the adverse impact. In addition, the availability of raw materials, energy, commodities and product components fluctuates from time to time due to factors outside of our control. If these costs increase or availability is restricted, it could have an adverse impact on our operating results in the foreseeable future. See "— Forward-Looking Statements" below and Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

Our customers typically require us to reduce our prices over the life of a vehicle model and, at the same time, assume significant responsibility for the design, development and engineering of our products. Our financial performance is largely dependent on our ability to offset these price reductions with product cost reductions through product design ~~enhancement~~enhancements, supply chain management, manufacturing efficiencies and restructuring actions. We also seek to enhance our financial performance by investing in product development, design capabilities and new product initiatives that respond to and anticipate the needs of our customers and consumers. We continually evaluate operational and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and major industry trends affecting our business.

Financial Measures

In evaluating our financial condition and operating performance, we focus primarily on earnings, operating margins, cash flows and return on invested capital. Our strategy includes expanding our business with new and existing customers globally through new products, including those aligned with the trend toward electrification. We also have increased our vertical integration capabilities globally, as well as expanded our component manufacturing capacity in Asia, Central America, Eastern Europe, Mexico and Northern Africa and our low-cost engineering capabilities in Asia, Eastern Europe and Northern Africa.

Our success in generating cash flow will depend, in part, on our ability to manage working capital effectively. Working capital can be significantly impacted by the timing of cash flows from sales and purchases. Historically, we generally have been successful in aligning our supplier payment terms with our customer payment terms. However, our ability to continue to do so may be impacted by adverse automotive industry conditions, including inconsistent production schedules due to supply shortages and lower consumer demand, changes to our customers' payment terms and the financial condition of our suppliers. In addition, our cash flow is impacted by our ability to manage our inventory and capital spending effectively. We utilize return on invested capital as a measure of the efficiency with which our assets generate earnings. Improvements in our return on invested capital will depend on our ability to maintain an appropriate asset base for our business and to increase productivity and operating efficiency.

Acquisition

In ~~July~~February ~~2024~~2025, we completed the acquisition of ~~WIP~~StoneShield ~~Industrial~~Engineering ~~Automation~~ ("~~WIP~~StoneShield"), a privately held ~~supplier~~system integrator based in ~~Valladolid~~Castelo Branco, ~~Spain~~Portugal. ~~WIP~~StoneShield ~~develops,~~specializes ~~integrates~~in the design and ~~deploys~~development ~~cutting-edge~~of ~~technologies~~automation totechnology ~~create~~for ~~customized~~the ~~automation~~wire ~~solutions~~harness ~~for~~industry ~~production~~with expertise in robotics, automated taping applications ~~used~~and inhigh ~~our~~voltage ~~business~~harness assembly. Our acquisition of ~~WIP~~StoneShield ~~further~~will ~~strengthens~~accelerate ~~our~~the ~~robotics~~automation ~~and~~of ~~AI-based~~our ~~capabilities,~~production ~~which~~processes ~~are~~in ~~important~~our ~~for~~E-Systems ~~production efficiency~~business, ~~quality~~further ~~and~~improving ~~safety~~our inefficiency aand ~~modern~~operational ~~manufacturing environment~~excellence.

Operational Restructuring

In the first ~~nine~~three months of ~~2024~~2025, we incurred pretax restructuring costs of $~~108~~84 million and related manufacturing inefficiency charges of approximately $4 million, as compared to pretax restructuring costs of $9654 million ~~and related manufacturing inefficiency charges of approximately $1 million~~ in the first ~~nine~~three months of ~~2023~~2024. None of the individual restructuring actions initiated in the first ~~nine~~three months of ~~2024~~2025 were material. Further, there have been no changes in previously initiated restructuring actions that have resulted (or will result) in a material change to our restructuring costs.

Our restructuring actions include plant closures and workforce reductions and are initiated to maintain our competitive footprint or are in response to customer initiatives or changes in global and regional automotive markets. Our restructuring actions are designed to maintain or improve our operating results and profitability throughout the automotive industry cycles. Restructuring actions are generally funded within twelve months of initiation and are funded by cash flows from operating activities and existing cash balances. We expect to incur approximately $5042 million of additional restructuring costs related to activities initiated as of September 28, 2024, all of which are expected to be incurred in the next twelve months. We plan to implement additional restructuring actions in order to align our manufacturing capacity and other costs with prevailing regional automotive production levels. Such future restructuring actions are dependent on market conditions, customer actions and other factors.

For further information, see Note 3, "Restructuring," to the condensed consolidated financial statements included in this Form 10-Q (this "Report").

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initiated as of March 29, 2025, all of which are expected to be incurred in the next twelve months. We plan to implement additional restructuring actions in order to align our manufacturing capacity and other costs with prevailing regional automotive production levels. Such future restructuring actions are dependent on market conditions, customer actions and other factors.

For further information, see Note 2, "Restructuring," to the condensed consolidated financial statements included in this Report.

Common Stock Share Repurchase Program and Quarterly Cash Dividends

We may implement share repurchases through a variety of methods, including, but not limited to, open market purchases, accelerated stock repurchase programs and structured repurchase transactions. The extent to which we may repurchase our outstanding common stock and the timing of such repurchases will depend upon our financial condition, results of operations, capital requirements, prevailing market conditions, alternative uses of capital and other factors. See "— Forward-Looking Statements" below.

Since the first quarter of 2011, our Board of Directors (the "Board") has authorized $6.7 billion in share repurchases under our common stock share repurchase program (the "Repurchase Program")~~, including an increase in our share repurchase authorization to $1~~.5 ~~billion on February 16, 2024.~~ In the first ~~nine~~three months of ~~2024~~2025, we repurchased $~~299~~25 million of shares. As of ~~September~~March 2829, ~~2024~~2025, we have a remaining repurchase authorization of $1.21 billion, which expires on December 31, 2026.

Our Board declared a quarterly cash dividend of $0.77 per share of common stock in the first, ~~second~~quarter ~~and third quarters~~ of ~~2024~~2025.

For further information related to our common stock share repurchase program and our quarterly cash dividends, see "— Liquidity and Capital Resources — Capitalization" below and Note 1514, "Comprehensive Income ~~(Loss)~~ and Equity," to the condensed consolidated financial statements included in this Report.

Other Matters

In the three ~~and nine~~ months ended ~~September~~March 2829, 2025 and March 30, 2024, we recognized net tax benefits of $59 million and $2813 million, respectively, related to ~~the release of tax reserves and audit settlements at foreign subsidiaries,~~ restructuring charges and various other items.

InOur results for the three months ended ~~September 30~~March 29, ~~2023,~~2025 ~~we recognized net tax benefits of $7 million related to the release of a valuation allowance on deferred tax assets of a foreign subsidiary, restructuring charges~~ and ~~various other items. In the nine months ended September~~ March 30, ~~2023~~2024, wereflect ~~recognized net tax benefits of $25 million related to~~ the ~~release~~following ofitems ~~valuation~~(in ~~allowances on deferred tax assets of foreign subsidiaries, the release of tax reserves at foreign subsidiaries, restructuring charges and various other items.~~millions):

Our results for the three and nine months ended September 28, 2024 and September 30, 2023, reflect the following items (in millions):


	Three Months Ended
	March 29, 2025		March 30, 2024
Costs related to restructuring actions, including manufacturing inefficiencies of $4 million in the three months ended March 29, 2025	$	88	$	54
Loss related to disposal of a non-core business	3		—
Disposal costs	1		—
Impairments related to Fisker Inc. ("Fisker")	—		15
Impairments (recoveries) related to Russian operations, net	(1)		1
Loss related to affiliate	—		2
Tax benefit, net	(9)		(13)

	Three Months Ended				Nine Months Ended
	September 28,2024		September 30,2023		September 28,2024		September 30,2023
Costs related to restructuring actions, including manufacturing inefficiencies of $2 million and $4 million in the three and nine months ended September 28, 2024, respectively, and $1 million in the nine months ended September 30, 2023	$	26	$	48	$	112	$	97
Acquisition costs	—		—		1		1
Acquisition-related inventory fair value adjustment	—		—		—		2
Costs related to CrowdStrike Holdings, Inc.	4		—		4		—
Impairments related to Fisker Inc. ("Fisker")	—		—		15		—
Impairments (recoveries) related to Russian operations, net	(3)		—		(2)		2
Intangible asset impairment	—		—		—		2
Insurance recoveries related to typhoon in the Philippines, net	—		(8)		—		(7)
Foreign exchange (gains) losses due to foreign exchange rate volatility related to Russia	(2)		(1)		(1)		(3)
Loss related to affiliate	—		—		2		5
Tax benefit, net	(5)		(7)		(28)		(25)

For further information regarding these items, see Note 2, "Restructuring," Note 5, "Long-Lived Assets," and Note 12, "Income Taxes," to the condensed consolidated financial statements included in this Report.

This Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements that are subject to risks and uncertainties. For further information regarding these ~~items,~~and ~~see~~other ~~Note~~factors 2,that ~~"Acquisition~~have had," ~~Note~~or 3may have in the future, ~~"Restructuring~~a significant impact on our business," ~~Note~~financial 6condition or results of operations, see "~~Long~~— Forward-~~Lived~~Looking ~~Assets,~~Statements" ~~Note 12~~below, ~~"Other~~Part ~~Expense,~~II ~~Net,"~~— ~~Note~~Item 131A, "~~Income~~Risk ~~Taxes~~Factors," ~~and~~included ~~Note~~in 18this Report and Item 1A, "~~Financial~~Risk ~~Instruments~~Factors," toin ~~the~~our ~~condensed~~Annual ~~consolidated~~Report ~~financial~~on ~~statements~~Form ~~included~~10-K infor ~~this~~the ~~Report~~year ended December 31, 2024.

This Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements that are subject to risks and uncertainties. For further information regarding other factors that have had, or may have in the future, a significant impact on our business, financial condition or results of operations, see "— Forward-

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Looking Statements" below and Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2023.

RESULTS OF OPERATIONS

A summary of our operating results in millions of dollars and as a percentage of net sales is shown below:

Three Months Ended

~~Nine Months Ended~~

September 28, 2024

September 30, 2023

September 28, 2024

September 30, 2023

March 29, 2025

March 30, 2024

Net sales

Seating

4,~~111~~151.81

7374.67

4,~~284~~477.96

74.17

~~13,036.4~~

~~74.1~~

~~13,206.0~~

~~74.9~~

E-Systems

1,~~472~~409.62

2625.43

1,~~496~~517.10

25.93

~~4,555.0~~

~~25.9~~

~~4,419.7~~

~~25.1~~

Net sales

5,~~584~~560.43

100.0

5,~~781~~994.06

100.0

~~17,591.4~~

~~100.0~~

~~17,625.7~~

~~100.0~~

Cost of sales

5,~~179~~201.1

9293.75

5,~~362~~596.85

9293.84

~~16,339.2~~

~~92.9~~

~~16,320.5~~

~~92.6~~

Gross profit

~~405~~359.32

76.35

~~418~~398.21

76.26

~~1,252.2~~

~~7.1~~

~~1,305.2~~

~~7.4~~

Selling, general and administrative expenses

~~174~~172.14

3.1

~~182~~186.5

3.21

~~535.9~~

~~3.0~~

~~542.1~~

~~3.1~~

Amortization of intangible assets

105.72

0.21

15.51

0.3

~~38.5~~

~~0.2~~

~~47.4~~

~~0.3~~

Interest expense, net

2625.58

0.54

2526.71

0.4

~~79.5~~

~~0.5~~

~~76.1~~

~~0.4~~

Other expense, net

320.4

0.14

513.85

0.12

~~24.3~~

~~0.1~~

~~39.0~~

~~0.2~~

Provision for income taxes

4745.12

0.8

4740.05

0.87

~~133.8~~

~~0.8~~

~~134.1~~

~~0.8~~

Equity in net income of affiliates

(12.53)

(0.2)

(10.45)

(0.2)

~~(37.1)~~

~~(0.2)~~

~~(36.2)~~

~~(0.2)~~

Net income attributable to noncontrolling interests

2021.28

0.4

1917.23

0.3

~~58.8~~

~~0.3~~

~~57.5~~

~~0.3~~

Net income attributable to Lear

~~135~~80.87

21.45

~~132~~109.96

21.38

~~418.5~~

~~2.4~~

~~445.2~~

~~2.5~~

Three Months Ended ~~September~~March 2829, ~~2024~~2025 vs. Three Months Ended ~~September~~March 30, ~~2023~~2024

Net sales in the ~~third~~first quarter of ~~2024~~2025 were $5.6 billion, as compared to $56.80 billion in the ~~third~~first quarter of ~~2023~~2024, a decrease of $434 million or 7%. Lower production volumes on Lear platforms in North America, Europe and Africa, and Asia negatively impacted net sales by $~~463~~372 million. ~~This~~The ~~decrease~~winddown ~~was~~and divestiture of certain business and the impact of foreign exchange rate fluctuations also reduced net sales by $123 million and $116 million, respectively. These decreases were offset by new business in ~~every~~Asia ~~region~~and North America, which increased net sales by $~~264~~106 million. Commercial recoveries were partially offset by the impact of selling price reductions ~~and foreign exchange rate fluctuations~~.

(in millions)	Cost of Sales
Third quarter 2023	$	5,362.8
First quarter 2024	$	5,596.5
Material cost	(~~198~~330.62)
Labor cost	(3281.61)
Depreciation	52.45
Other	4213.14
Third quarter 2024	$	5,179.1
First quarter 2025	$	5,201.1

Cost of sales was $5.2 billion in the ~~third~~first quarter of ~~2024~~2025, as compared to $5.46 billion in the ~~third~~first quarter of ~~2023~~2024. Lower production volumes on Lear platforms, the impact of foreign exchange rate fluctuations and the winddown and divestiture of certain business reduced cost of sales. ~~This~~These ~~decrease~~decreases ~~was~~were offset by new business, which increased cost of sales.

Gross profit and gross margin were $~~405~~359 million and 76.35% of net sales, respectively, in the ~~third~~first quarter of ~~2024~~2025, as compared to $~~418~~398 million and 76.26% of net sales, respectively, in the ~~third~~first quarter of ~~2023~~2024. Lower production volumes on Lear platforms, net of new business, reduced gross profit by $5075 million. The impact of favorable operating performance, including the benefit of restructuring actions, ~~and lower restructuring costs~~ was partially offset by selling price reductions and higher restructuring costs. These factors had a corresponding impact on gross margin.

Selling, general and administrative expenses, including engineering and development expenses, were $~~174~~172 million in the ~~third~~first quarter of ~~2024~~2025, as compared to $~~183~~187 million in the ~~third~~first quarter of ~~2023~~2024, primarily reflecting lower compensation-related expenses. As a percentage of net sales, selling, general and administrative expenses were 3.1% in the ~~third~~first quarter of ~~2024~~2025 and ~~3.2% in~~ the ~~third~~first quarter of ~~2023~~2024.

Amortization of intangible assets was $5 million in the first quarter of 2025, as compared to $15 million in the first quarter of 2024, as certain of our intangible assets became fully amortized in 2024.

Interest expense, net was $26 million in the first quarters of 2025 and 2024.

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~~Amortization~~Other ofexpense, ~~intangible~~net, which includes non-income related taxes, foreign exchange gains and losses, gains and losses related to certain derivative instruments and hedging activities, gains and losses on certain disposals of assets, the non-service cost components of net periodic benefit cost and other miscellaneous income and expense, was $1120 million in the ~~third~~first quarter of ~~2024~~2025, as compared to $1614 million in the ~~third~~first quarter of ~~2023~~2024. In the first quarter of 2025, we recognized a loss of $3 million on the disposal of a non-core business. In the first quarters of 2025 and 2024, we recognized foreign exchange losses of $10 million and $11 million, respectively, including losses of $2 million and $6 million, respectively, related to the hyper-inflationary environment and significant currency devaluation in Argentina.

~~Interest~~In ~~expense~~the first quarter of 2025, ~~net~~the provision for income taxes was $2745 million, representing an effective tax rate of 33.4% on pretax income before equity in net income of affiliates of $135 million. In the ~~third~~first quarter of 2024, asthe ~~compared~~provision tofor income taxes was $2641 million, representing an effective tax rate of 25.8% on pretax income before equity in ~~the~~net ~~third~~income ~~quarter~~of affiliates of ~~2023~~$157 million, for the reasons described below. For further information, see Note 12, "Income Taxes," to the condensed consolidated financial statements included in this Report.

~~Other~~In ~~expense,~~the ~~net,~~first ~~which~~quarters ~~includes~~of ~~non-income~~2025 ~~related taxes, foreign exchange gains~~ and ~~losses~~2024, ~~gains~~the ~~and~~provision ~~losses~~for ~~related~~income totaxes ~~certain~~was ~~derivative~~primarily ~~instruments~~impacted ~~and~~by ~~hedging~~the ~~activities,~~level ~~gains~~ and ~~losses~~mix onof ~~the~~earnings ~~disposal~~among oftax ~~fixed~~jurisdictions. ~~assets,~~In the ~~non-service~~first ~~cost~~quarters ~~components~~ of ~~net~~2025 ~~periodic benefit cost~~ and ~~other~~2024, ~~miscellaneous~~we ~~income~~recognized ~~and~~net ~~expense,~~tax ~~was~~benefits of $39 million inand ~~the~~$13 ~~third~~million, ~~quarter of 2024~~respectively, asrelated ~~compared~~ to $6restructuring ~~million~~charges inand ~~the~~various ~~third~~other ~~quarter of 2023~~items.

InExcluding ~~the~~these ~~third quarter of 2024~~items, the ~~provision for income taxes was $47 million, representing an~~ effective tax rate offor ~~24.7%~~the onfirst ~~pretax~~quarters ~~income before equity in net income~~ of ~~affiliates~~2025 ofand ~~$191~~2024 ~~million.~~approximated In the ~~third~~U.S. ~~quarter~~federal ofstatutory ~~2023, the provision for~~ income ~~taxes was $47 million, representing an effective~~ tax rate of ~~24.9~~21%, onadjusted ~~pretax~~for income ~~before~~taxes ~~equity~~on inforeign ~~net income of affiliates of $189 million~~earnings, ~~for~~losses ~~the~~and ~~reasons described below. For further information~~remittances, ~~see~~valuation ~~Note 13~~allowances, ~~"Income~~tax ~~Taxes~~credits," toincome ~~the~~tax ~~condensed~~incentives ~~consolidated~~and ~~financial~~other ~~statements~~permanent ~~included in this Report~~items.

InEquity ~~the~~in ~~third~~net ~~quarters~~income of ~~2024~~affiliates ~~and 2023, the provision for income taxes~~ was ~~primarily impacted by the level and mix of earnings among tax jurisdictions. In the third quarter of 2024, we recognized net tax benefits of~~ $512 million ~~related~~in ~~to restructuring charges and various other items. In~~ the ~~third~~first quarter of ~~2023~~2025, weas ~~recognized~~compared ~~net~~to ~~tax benefits of~~ $711 million ~~related~~in to the ~~release~~first ofquarter ~~a valuation allowance on deferred tax assets~~ of ~~a foreign subsidiary, restructuring charges and various other items~~2024.

~~Excluding~~Net ~~these~~income ~~items~~attributable to Lear was $81 million, ~~the~~or ~~effective~~$1.49 ~~tax~~per ~~rate~~diluted ~~for~~share, in the ~~third~~first ~~quarters~~quarter of ~~2024~~2025, ~~and~~as ~~2023~~compared ~~approximated~~to ~~the~~$110 ~~U.S.~~million, ~~federal~~or ~~statutory~~$1.90 ~~income~~per ~~tax~~diluted ~~rate of 21%~~share, ~~adjusted~~in ~~for~~the ~~income~~first ~~taxes~~quarter onof ~~foreign~~2024. ~~earnings,~~Net ~~losses~~income and ~~remittances,~~diluted ~~valuation~~net ~~allowances,~~income ~~tax~~per ~~credits,~~share ~~income~~decreased ~~tax~~for ~~incentives~~the ~~and~~reasons ~~other~~described ~~permanent items~~above.

Equity in net income of affiliates was $13 million in the third quarter of 2024, as compared to $10 million in the third quarter of 2023.

Net income attributable to Lear was $136 million, or $2.41 per diluted share, in the third quarter of 2024, as compared to $133 million, or $2.25 per diluted share, in the third quarter of 2023. Net income decreased for the reasons described above, and diluted net income per share increased due to a reduction in shares outstanding as a result of our Repurchase Program.

Reportable Operating Segments

We have two reportable operating segments: Seating and E-Systems. For a description of our reportable operating segments, see "Executive Overview" above.

The financial information presented below is for our two reportable operating segments and our other category for the periods presented. The other category includes unallocated costs related to corporate headquarters, regional headquarters and the elimination of intercompany activities, none of which meets the requirements for being classified as an operating segment. Corporate and regional headquarters costs include various support functions, such as information technology, advanced research and development, corporate finance, legal, executive administration and human resources. Financial measures regarding each segment's pretax income before equity in net income of affiliates, interest expense, net and other expense, net ("segment earnings") and segment earnings divided by net sales ("margin") are not measures of performance under accounting principles generally accepted in the United States ("GAAP"). Segment earnings and the related margin are used by management to evaluate the performance of our reportable operating segments. Segment earnings should not be considered in isolation or as a substitute for net income attributable to Lear, net cash provided by operating activities or other income statement or cash flow statement data prepared in accordance with GAAP or as measures of profitability or liquidity. In addition, segment earnings, as we determine it, may not be comparable to related or similarly titled measures reported by other companies.

For a reconciliation of consolidated segment earnings to consolidated income before provision for income taxes and equity in net income of affiliates, see Note 1716, "Segment Reporting," to the condensed consolidated financial statements included in this Report.

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Seating

A summary of the financial measures for our Seating segment is shown below (dollar amounts in millions):

	Three Months Ended
	September 28,2024			September 30,2023
	March 29,2025			March 30,2024
Net sales	$	4,~~111~~151.81		$	4,~~284~~477.96
Segment earnings (1)	~~242~~215.47			~~244~~241.76
Margin	5.92		%	5.74		%

(1) See definition above

Seating net sales were $4.1 billion in the third quarter of 2024 , as compared to $4.3 billion in the third quarter of 2023. Lower production volumes on Lear platforms negatively impacted net sales by $300 million. This decrease was offset by new business, which increased net sales by $164 million. Commercial recoveries were offset by the impact of selling price reductions and foreign exchange rate fluctuations.38

Segment earnings, including restructuring costs, and the related margin on net sales were $242 million and 5.9% in the third quarter of 2024, as compared to $245 million and 5.7% in the third quarter of 2023. Lower production volumes on Lear platforms, net of new business, reduced segment earnings by $38 million. The impact of favorable operating performance, including the benefit of operational restructuring actions, and lower restructuring costs was partially offset by selling price reductions.

E-Systems

A summary of financial measures for our E-Systems segment is shown below (dollar amounts in millions):

	Three Months Ended
	September 28,2024			September 30,2023
Net sales	$	1,472.6		$	1,496.1
Segment earnings (1)	65.3			60.4
Margin	4.4		%	4.0		%

(1) See definition above

E-Systems net sales in the third quarter of both 2024 and 2023 were $1.5 billion. Lower production volumes on Lear platforms negatively impacted net sales by $145 million. This decrease was offset by new business, which increased net sales by $100 million. Commercial recoveries were offset by the impact of selling price reductions and foreign exchange rate fluctuations.

Segment earnings, including restructuring costs, and the related margin on net sales were $65 million and 4.4% in the third quarter of 2024, as compared to $60 million and 4.0% in the third quarter of 2023. Lower production volumes on Lear platforms, net of new business, reduced segment earnings by $12 million. The impact of favorable operating performance, including the benefit of operational restructuring actions, and lower restructuring costs was partially offset by selling price reductions.

Other

A summary of financial measures for our other category, which is not an operating segment, is shown below (dollar amounts in millions):

	Three Months Ended
	September 28,2024		September 30,2023
Net sales	$	—	$	—
Segment earnings (1)	(87.2)		(84.9)
Margin	N/A		N/A

(1) See definition above

Segment earnings related to our other category were ($87) million in the third quarter of 2024, as compared to ($85) million in the third quarter of 2023.

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~~Nine~~Seating ~~Months~~net ~~Ended~~sales ~~September 28~~were $4.2 billion in the first quarter of 2025, as compared to $4.5 billion in the first quarter of 2024, vsreflecting a decrease of $326 million or 7%. ~~Nine~~Lower ~~Months~~production ~~Ended~~volumes ~~September 30~~on Lear platforms and foreign exchange rate fluctuations negatively impacted net sales by $288 million and $76 million, ~~2023~~respectively. Commercial recoveries were partially offset by the impact of selling price reductions.

~~Net~~Segment ~~sales~~earnings, ~~for~~including ~~both~~restructuring ~~the nine months ended September 28~~costs, ~~2024~~ and the ~~nine~~related ~~months~~margin ~~ended~~on ~~September 30,~~net ~~2023~~sales were $~~17.6~~216 ~~billion.~~million ~~Lower~~and ~~production~~5.2% ~~volumes on Lear platforms~~ in ~~North~~the ~~America,~~first ~~Europe~~quarter ~~and~~of ~~Africa~~2025, ~~and~~as ~~Asia~~compared ~~negatively~~to ~~impacted net sales by~~ $~~722~~242 million and 5.4% ~~This~~in ~~decrease~~the ~~was~~first ~~offset~~quarter byof ~~new~~2024. ~~business~~Lower inproduction ~~every~~volumes ~~region,~~on ~~which~~Lear ~~increased~~platforms ~~net~~reduced ~~sales~~segment earnings by $~~624~~67 million. ~~Commercial~~The ~~recoveries~~impact ~~were~~of ~~offset~~favorable byoperating performance, including the ~~impact~~benefit of operational restructuring actions, was partially offset by selling price reductions and ~~foreign~~higher ~~exchange~~restructuring ~~rate fluctuations~~costs.

(in millions)	Cost of Sales
First nine months of 2023	$	16,320.5
Material cost	(248.8)
Labor cost	177.5
Depreciation	21.1
Other	68.9
First nine months of 2024	$	16,339.2

Cost of sales in the first nine months of both 2024 and 2023 was $16.3 billion. Lower production volumes on Lear platforms reduced cost of sales. This decrease was offset by new business, which increased cost of sales.

Gross profit and gross margin were $1,252 million and 7.1% of net sales, respectively, for the nine months ended September 28, 2024, as compared to $1,305 million and 7.4% of net sales, respectively, for the nine months ended September 30, 2023. Lower production volumes on Lear platforms, net of new business, reduced gross profit by $65 million. Higher restructuring costs and impairment charges related to Fisker also reduced gross profit by $32 million. The impact of favorable operating performance, including the benefit of restructuring actions, was partially offset by selling price reductions and foreign exchange rate fluctuations. These factors had a corresponding impact on gross margin.

Selling, general and administrative expenses, including engineering and development expenses, were $536 million in the first nine months of 2024, as compared to $542 million in the first nine months of 2023. As a percentage of net sales, selling, general and administrative expenses were 3.0% in the first nine months of 2024, as compared to 3.1% in the first nine months of 2023.

Amortization of intangible assets was $39 million in the first nine months of 2024, as compared to $47 million, including a $2 million impairment charge, in the first nine months of 2023.

Interest expense, net was $80 million in the first nine months of 2024, as compared to $76 million in the first nine months of 2023.

Other expense, net, which includes non-income related taxes, foreign exchange gains and losses, gains and losses related to certain derivative instruments and hedging activities, gains and losses on the disposal of fixed assets, the non-service cost components of net periodic benefit cost and other miscellaneous income and expense, was $24 million in the nine months ended September 28, 2024, as compared to $39 million in the nine months ended September 30, 2023. In the first nine months of 2023, we recognized a loss of $5 million related to the impairment of an affiliate.

For the nine months ended September 28, 2024, the provision for income taxes was $134 million, representing an effective tax rate of 23.3% on pretax income before equity in net income of affiliates of $574 million. For the nine months ended September 30, 2023, the provision for income taxes was $134 million, representing an effective tax rate of 22.3% on pretax income before equity in net income of affiliates of $601 million, for reasons described below. For further information, see Note 13, "Income Taxes," to the condensed consolidated financial statements included in this Report.

In the first nine months of 2024 and 2023, the provision for income taxes was primarily impacted by the level and mix of earnings among tax jurisdictions. In the first nine months of 2024, we recognized net tax benefits of $28 million related to the release of tax reserves and audit settlements at foreign subsidiaries, restructuring charges and various other items. In the first nine months of 2023, we recognized net tax benefits of $25 million related to the release of valuation allowances on deferred tax assets of foreign subsidiaries, the release of tax reserves at several foreign subsidiaries, restructuring charges and various other items.

Excluding these items, the effective tax rate for the first nine months of 2024 and 2023 approximated the U.S. federal statutory income tax rate of 21%, adjusted for income taxes on foreign earnings, losses and remittances, valuation allowances, tax credits, income tax incentives and other permanent items.

Equity in net income of affiliates was $37 million in the first nine months of 2024, as compared to $36 million in the first nine months of 2023.

Net income attributable to Lear was $419 million, or $7.33 per diluted share, for the nine months ended September 28, 2024, as compared to $445 million, or $7.50 per diluted share, for the nine months ended September 30, 2023. Net income and diluted net income per share decreased for the reasons described above.

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Reportable Operating Segments

We have two reportable operating segments: Seating and E-Systems. For a description of our reportable operating segments, see "Executive Overview" and "Three Months Ended September 28, 2024 vs. Three Months Ended September 30, 2023 — Reportable Operating Segments" above.

Seating

A summary of the financial measures for our Seating segment is shown below (dollar amounts in millions):

	Nine Months Ended
	September 28, 2024			September 30, 2023
Net sales	$	13,036.4		$	13,206.0
Segment earnings (1)	760.0			823.4
Margin	5.8		%	6.2		%

(1) See definition above

Seating net sales for both the nine months ended September 28, 2024 and the nine months ended September 30, 2023 were $13.0 billion. Lower production volumes on Lear platforms negatively impacted net sales by $627 million. This decrease was offset by new business, which increased net sales by $394 million. Commercial recoveries were offset by the impact of selling price reductions and foreign exchange rate fluctuations.

Segment earnings, including restructuring costs, and the related margin on net sales were $760 million and 5.8% for the nine months ended September 28, 2024, as compared to $823 million and 6.2% for the nine months ended September 30, 2023. Lower production volumes on Lear platforms, net of new business, reduced segment earnings by $74 million. The impact of favorable operating performance, including the benefit of operational restructuring actions, was largely offset by selling price reductions, higher restructuring costs and foreign exchange rate fluctuations.

E-Systems

A summary of financial measures for our E-Systems segment is shown below (dollar amounts in millions):

	Nine Months Ended
	Three Months Ended
	September 28, 2024			September 30, 2023
	March 29,2025			March 30,2024
Net sales	$	41,~~555~~409.02		$	41,~~419~~517.70
Segment earnings (1)	~~188~~55.95			~~155~~54.61
Margin	43.19		%	3.56		%

(1) See definition above

E-Systems net sales were $41.64 billion ~~for~~in the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 28~~2025, ~~2024,~~ as compared to $41.45 billion ~~for~~in the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 30~~2024, ~~2023,~~reflecting ana ~~increase~~decrease of $~~135~~108 million or 37%. ~~New~~The winddown and divestiture of certain business ~~favorably~~and lower production volumes on Lear platforms negatively impacted net sales by $~~230~~91 million. ~~This~~and ~~increase~~$58 ~~was~~million, ~~offset~~respectively. byThese ~~lower~~decreases ~~production~~were ~~volumes~~partially onoffset ~~Lear~~by ~~platforms~~new business, which ~~decreased~~increased net sales by $9439 million. Commercial recoveries were offset by the impact of ~~selling price reductions and~~ foreign exchange rate fluctuations and selling price reductions.

Segment earnings, including restructuring costs, and the related margin on net sales were $~~189~~56 million and 43.19% ~~for~~in the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 28~~2025, ~~2024,~~ as compared to $~~156~~54 million and 3.56% ~~for~~in the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 30, 2023~~2024. ~~New~~Lower ~~business, net of lower~~ production volumes on Lear platforms, ~~increased~~net of new business, reduced segment earnings by $9 million. The impact of favorable operating performance, including the benefit of operational restructuring actions, was ~~partially~~largely offset by selling price reductions and ~~impairment~~the ~~charges~~winddown ~~related~~and todivestiture ~~Fisker~~of certain business.

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Other

A summary of financial measures for our other category, which is not an operating segment, is shown below (dollar amounts in millions):

	Nine Months Ended
	Three Months Ended
	September 28, 2024		September 30, 2023
	March 29,2025		March 30,2024
Net sales	$	—	$	—
Segment earnings (1)	(~~271~~89.16)		(~~263~~99.32)
Margin	N/A		N/A

(1) See definition above

Segment earnings related to our other category were ($~~271~~90) million in the first ~~nine~~quarter ~~months~~ of ~~2024~~2025, as compared to ($~~263~~99) million in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024, primarily reflecting lower compensation-related expenses.

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are to fund general business requirements, including working capital requirements, capital expenditures, operational restructuring actions and debt service requirements. Our principal sources of liquidity are cash flows from operating activities, borrowings under available credit facilities and our existing cash balance.

Cash Provided by Subsidiaries

A substantial portion of our operating income is generated by our subsidiaries. As a result, we are dependent on the earnings and cash flows of and the combination of dividends, royalties, intercompany loan repayments and other distributions and advances from our subsidiaries to provide the funds necessary to meet our obligations.

As of September 28, 2024 and December 31, 2023, cash and cash equivalents of $571 million and $803 million, respectively, were held in foreign subsidiaries and can be repatriated, primarily through the repayment of intercompany loans and the payment of dividends. There are no restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Lear that would have a material impact on Lear.39

For further information related to potential dividends from our non-U.S. subsidiaries, see Note 9, "Income Taxes," to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Adequacy of Liquidity Sources

As of September 28, 2024, we had $764 million of cash and cash equivalents on hand and $2.0 billion in available borrowing capacity under our credit agreement. Together with cash provided by operating activities, we believe that this will enable us to meet our liquidity needs for the foreseeable future and to satisfy ordinary course business obligations. In addition, we expect to continue to pay quarterly cash dividends and repurchase shares of our common stock pursuant to our authorized common stock share repurchase program, although such actions are at the discretion of our Board and will depend upon our financial condition, results of operations, capital requirements, prevailing market conditions, alternative uses of capital and other factors that our Board may consider at its discretion.

Our future financial results and our ability to continue to meet our liquidity needs are subject to, and will be affected by, cash flows from operations, as well as restructuring activities, automotive industry conditions, the financial condition of our customers and suppliers, supply chain disruptions and other related factors. Additionally, an economic downturn or further reduction in production levels could negatively impact our financial condition.

For further discussion of the risks and uncertainties affecting our cash flows from operations and our overall liquidity, see "— Executive Overview" above, "— Forward-Looking Statements" below and Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2023.

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As of March 29, 2025 and December 31, 2024, cash and cash equivalents of $672 million and $705 million, respectively, were held in foreign subsidiaries and can be repatriated, primarily through the repayment of intercompany loans and the payment of dividends. There are no restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Lear that would have a material impact on Lear.

For further information related to potential dividends from our non-U.S. subsidiaries, see Note 8, "Income Taxes," to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Adequacy of Liquidity Sources

As of March 29, 2025, we had $780 million of cash and cash equivalents on hand and $2.0 billion in available borrowing capacity under our credit agreement. Together with cash provided by operating activities, we believe that this will enable us to meet our liquidity needs for the foreseeable future and to satisfy ordinary course business obligations. In addition, we expect to continue to pay quarterly cash dividends and repurchase shares of our common stock pursuant to our authorized Repurchase Program, although such actions are at the discretion of our Board and will depend upon our financial condition, results of operations, capital requirements, prevailing market conditions, alternative uses of capital and other factors that our Board may consider at its discretion.

Cash Flows

A summary of net cash used in operating activities is shown below (in millions):

	Nine Months Ended
	Three Months Ended
	September 28,2024		September 30,2023		Increase (Decrease) inCash Flow
	March 29,2025		March 30,2024		Increase (Decrease) inCash Flow
Consolidated net income and depreciation and amortization	$	~~939~~250	$	~~953~~282	$	(1432)
Net change in working capital items:
Accounts receivable	(~~582~~566)		(~~615~~519)		33(47)
Inventory	(6)		(185)		179
Inventories	(48)		2		(50)
Accounts payable	47324		~~371~~297		~~(324)~~27
Accrued liabilities and other	35(103)		~~175~~(77)		(~~140~~26)
Net change in working capital items	(~~506~~393)		(~~254~~297)		(~~252~~96)
Other	615		(1920)		2535
Net cash provided by operating activities	$	439	$	680	$	(241)
Net cash used in operating activities	$	(128)	$	(35)	$	(93)
Net cash used in investing activities	$	(~~368~~67)	$	(~~603~~111)	$	~~235~~44
Net cash used in financing activities	$	(~~506~~84)	$	(~~208~~104)	$	~~(298)~~20

Operating Activities

In the first ~~nine~~three months of ~~2024~~2025 and ~~2023~~2024, net cash ~~provided~~used byin operating activities was $~~439~~128 million and $~~680~~35 million, respectively. The decrease in operating cash flow reflects lower earnings in the first quarter of 2025, as compared to the first quarter of 2024, and an incremental increase in working capital during the first ~~nine~~three months of ~~2024~~2025, as compared to the first ~~nine~~three months of ~~2023, largely related to launch delays and uncertain production schedules~~2024.

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Investing Activities

Net cash used in investing activities was $~~368~~67 million in the first ~~nine~~three months of ~~2024~~2025, as compared to $~~603~~111 million in the first ~~nine~~three months of ~~2023~~2024. InCapital spending was $104 million in the first ~~nine~~three months of ~~2023~~2025, weas ~~paid~~compared to $~~175~~114 million ~~for~~in ~~our~~the ~~acquisition~~first ofthree ~~I.G.~~months ~~Bauerhin~~of ~~("IGB")~~2024. ~~Capital~~In ~~spending was $367 million in~~ the first ~~nine~~three months of ~~2024~~2025, aswe ~~compared~~received toproceeds of $~~433~~36 million inrelated to the ~~first~~sale ~~nine~~of ~~months~~a ofnon-core ~~2023~~business in the Company's Seating segment. Capital spending is estimated to be $~~575~~585 million to $625 million in ~~2024~~2025.

Financing Activities

Net cash used in financing activities was $~~506~~84 million in the first ~~nine~~three months of ~~2024~~2025, as compared to $~~208~~104 million in the first ~~nine~~three months of ~~2023~~2024. In the first ~~nine~~three months of ~~2024~~2025, we paid $~~311~~25 million for repurchases of our common stock, $~~132~~43 million in dividends to Lear ~~stockholders~~shareholders and $706 million in dividends to noncontrolling interest holders. In the first ~~nine~~three months of ~~2023~~2024, we ~~borrowed $150 million under our Term Loan and~~ paid $~~138~~45 million for repurchases of our common stock, ~~$137 million in dividends to Lear stockholders~~ and $7446 million in dividends to ~~noncontrolling~~Lear ~~interest holders~~shareholders.

Capitalization

Short-Term Borrowings

We utilize uncommitted lines of credit as needed for our short-term working capital fluctuations. As of ~~September~~March 2829, ~~2024~~2025 and December 31, ~~2023~~2024, we had lines of credit from banks totaling $~~369~~357 million and $~~338~~343 million, respectively. As of ~~September~~March 2829, ~~2024~~2025 and December 31, ~~2023~~2024, we had short-term debt balances outstanding related to draws on our lines of credit of $2827 million.

Senior Notes and Credit Agreement

For information related to our senior notes and credit agreement, see Note 87, "Debt," to the condensed consolidated financial statements included in this Report and Note 76, "Debt," to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

43Common Stock Share Repurchase Program and Quarterly Cash Dividends

For information related to our common stock share repurchase program and dividends, see "— Executive Overview — Share Repurchase Program and Quarterly Cash Dividends" above, Note 14, "Comprehensive Income and Equity," to the condensed consolidated financial statements included in this Report and Note 11, "Capital Stock, Accumulated Other Comprehensive Loss and Equity," to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Commodity Prices

Raw material, energy and commodity costs can be volatile, reflecting, among other things, changes in supply and demand, logistics issues, global trade and tariff policies (including recent U.S. tariffs imposed or threatened to be imposed on Mexico, Canada and China, as well as other countries and any retaliatory actions taken by such countries), and geopolitical issues. We have commodity price risk with respect to purchases of certain raw materials, including steel, copper, diesel fuel, chemicals, resins and leather. Our primary commodity cost exposures relate to steel, copper and leather. We have developed and implemented strategies to mitigate the impact of increases in such costs through the selective in-sourcing of components, the continued consolidation of our supply base, longer-term purchase commitments, commercial recovery mechanisms and the selective expansion of low-cost country sourcing and engineering, as well as value engineering and product benchmarking. Further, the majority of the steel used in our products is comprised of fabricated components that are integrated into a seat system, such as seat frames, recliner mechanisms, seat tracks and other mechanical components. Therefore, our exposure to changes in steel prices is primarily indirect, through purchased components. Additionally, approximately 86% of our copper purchases and a significant portion of our leather and direct steel purchases are subject to price index agreements with our customers and suppliers. Certain of these strategies also may limit our opportunities in a declining commodity price environment. In the current environment of elevated raw material, energy and commodity costs, these strategies, together with commercial negotiations with our customers and suppliers, have offset a significant portion of the adverse impact. If these costs increase, it could have an adverse impact on our operating results in the foreseeable future.

See "— Forward-Looking Statements" below and Item 1A, "Risk Factors — Increases in the costs and restrictions on the availability of raw materials, energy, commodities, product components and labor could adversely affect our financial performance," in our Annual Report on Form 10-K for the year ended December 31, 2024.

For further information related to the financial instruments described above, see Note 17, "Financial Instruments," to the condensed consolidated financial statements included in this Report.

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Term Loan

On May 1, 2023, we borrowed $150 million under our Term Loan to finance, in part, the acquisition of IGB.

For further information related to our acquisition of IGB, see Note 2, "Acquisition," and for further information related to our Term Loan, see Note 8, "Debt," to the condensed consolidated financial statements included in this Report.

Common Stock Share Repurchase Program and Quarterly Cash Dividends

For information related to our common stock share repurchase program and dividends, see "— Executive Overview — Share Repurchase Program and Quarterly Cash Dividends" above, Note 15, "Comprehensive Income (Loss) and Equity," to the condensed consolidated financial statements included in this Report and Note 12, "Capital Stock, Accumulated Other Comprehensive Loss and Equity," to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Commodity Prices and Availability

Raw material, energy and commodity costs can be volatile, reflecting, among other things, changes in supply and demand, logistics issues, global trade and tariff policies, and geopolitical issues. We have commodity price risk with respect to purchases of certain raw materials, including steel, copper, diesel fuel, chemicals, resins and leather. Our primary commodity cost exposures relate to steel, copper and leather. We have developed and implemented strategies to mitigate the impact of such costs through the selective in-sourcing of components, the continued consolidation of our supply base, longer-term purchase commitments, commercial recovery mechanisms and the selective expansion of low-cost country sourcing and engineering, as well as value engineering and product benchmarking. Further, the majority of the steel used in our products is comprised of fabricated components that are integrated into a seat system, such as seat frames, recliner mechanisms, seat tracks and other mechanical components. Therefore, our exposure to changes in steel prices is primarily indirect, through purchased components. Additionally, approximately 88% of our copper purchases and a significant portion of our leather and direct steel purchases are subject to price index agreements with our customers and suppliers. Certain of these strategies also may limit our opportunities in a declining commodity price environment. In the current environment of elevated raw material, energy and commodity costs, these strategies, together with commercial negotiations with our customers and suppliers, have offset a significant portion of the adverse impact. If these costs increase, it could have an adverse impact on our operating results in the foreseeable future.

See "— Forward-Looking Statements" below and Item 1A, "Risk Factors — Increases in the costs and restrictions on the availability of raw materials, energy, commodities and product components could adversely affect our financial performance," in our Annual Report on Form 10-K for the year ended December 31, 2023.

For further information related to the financial instruments described above, see Note 18, "Financial Instruments," to the condensed consolidated financial statements included in this Report.

OTHER MATTERS

Legal and Environmental Matters

We are involved from time to time in various legal proceedings and claims, including, without limitation, commercial and contractual disputes, product liability claims, and environmental and other matters. As of ~~September~~March 2829, ~~2024~~2025, we ~~have~~had recorded reserves for pending legal disputes, including commercial and contractual disputes, product liability claims and other legal matters, of $1416 million. In addition, as of ~~September~~March 2829, ~~2024~~2025, we ~~have~~had recorded reserves for warranty and recall matters of $30 million and environmental matters of $5 million. We carry insurance for certain legal matters, including product liability claims, but such coverage may be limited. We do not maintain insurance for warranty and recall matters. Although these reserves were determined in accordance with GAAP, the ultimate outcomes of these matters are inherently uncertain, and actual results may differ significantly from current estimates. For a description of risks related to various legal proceedings and claims, see Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. For a more complete description of our outstanding material legal proceedings, see Note 1615, "Legal and Other Contingencies," to the condensed consolidated financial statements included in this Report.

~~Significant Accounting Policies and~~ Critical Accounting Estimates

Certain of our accounting policies require management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. However, these estimates and assumptions are subject to an inherent degree of uncertainty. Accordingly, actual results in these areas may differ significantly from our estimates.

44For a discussion of our significant accounting policies and critical accounting estimates, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations — Other Matters — Critical Accounting Estimates," and Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes in our significant accounting policies or critical accounting estimates during the first three months of 2025.

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For a discussion of our significant accounting policies and critical accounting estimates, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations — Significant Accounting Policies and Critical Accounting Estimates," and Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes in our significant accounting policies or critical accounting estimates during the first nine months of 2024.

Recently Issued Accounting Pronouncements

For information on the impact of recently issued accounting pronouncements, see Note 1918, "Accounting Pronouncements," to the condensed consolidated financial statements included in this Report.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. The words "will," "may," "designed to," "outlook," "believes," "should," "anticipates," "plans," "expects," "intends," "estimates," "forecasts" and similar expressions identify certain of these forward-looking statements. We also may provide forward-looking statements in oral statements or other written materials released to the public. All such forward-looking statements contained or incorporated in this Report or in any other public statements which address operating performance, events or developments that we expect or anticipate may occur in the future, including, without limitation, statements related to business opportunities, awarded sales contracts, sales backlog and ongoing commercial arrangements, or statements expressing views about future operating results, are forward-looking statements. Actual results may differ materially from any or all forward-looking statements made by us. Important factors, risks and uncertainties that may cause actual results to differ materially from anticipated results include, but are not limited to:

•general economic conditions in the markets in which we operate, including changes in interest rates or currency exchange rates;

•the impact of administrative policy, including trade policies and tariffs, in the United States and related actions by countries in which we do business;

•changes in actual industry vehicle production levels from our current estimates;

•fluctuations in the production of vehicles or the loss of business with respect to, or the lack of commercial success of, a vehicle model for which we are a significant supplier;

•the outcome of customer negotiations and the impact of customer-imposed price reductions;

•increases in the costs and restrictions on the availability of raw materials, energy, commodities, product components and labor and our ability to mitigate such costs and insufficient availability;

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•disruptions in relationships with our suppliers;

•the financial condition of and adverse developments affecting our customers and suppliers;

•risks associated with conducting business in foreign countries, including the risk of war or other geopolitical conflicts;

•currency controls and the ability to economically hedge currencies;

•global sovereign fiscal matters and creditworthiness, including potential defaults and the related impacts on economic activity, including the possible effects on credit markets, currency values, monetary unions, international treaties and fiscal policies;

•competitive conditions impacting us and our key customers and suppliers;

•labor disputes, including disruptions, involving us or our significant customers or suppliers or that otherwise affect us or our significant customers or suppliers;

•the consequences of violations of law by our employees, agents or business partners, including violations related to anti-bribery, competition, export and import, trade sanctions, data privacy, environmental, human rights and other laws;

•the operational and financial success of our joint ventures;

•our ability to attract, develop, engage and retain qualified employees;

•our ability to respond to the evolution of the global transportation industry;

•the outcome of an increased emphasis on global climate change and other sustainability matters by stakeholders;

•the impact of global climate change;

•the impact of pandemics, epidemics, disease outbreaks and other public health crises on our business;

•the impact and timing of program launch costs and our management of new program launches;

•the impact of delayed program launches due to customer planning decisions;

•changes in discount rates and the actual return on pension assets;

•impairment charges initiated by adverse industry or market developments;

•our ability to execute our strategic objectives;

•limitations imposed by our existing indebtedness and our ability to access capital markets on commercially reasonable terms;

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•disruptions to our information technology systems, or those of our customers or suppliers, including those related to cybersecurity;

•increases in our warranty, product liability or recall costs;

•the outcome of legal or regulatory proceedings to which we are or may become a party;

•the impact of pending legislation and regulations or changes in existing federal, state, local or foreign laws or regulations;

•the impact of regulations on our foreign operations;

•costs associated with compliance with environmental laws and regulations;

•developments or assertions by or against us relating to intellectual property rights;

•the impact of changes in our effective tax rate, the adoption of new tax legislation or exposure to additional income tax liabilities on our profitability; and

•~~the~~other ~~impact~~risks, ofdescribed ~~administrative~~in ~~policy~~Part II — Item 1A, ~~including~~"Risk ~~protectionist~~Factors," ~~trade~~included ~~policies~~in this Report and Item 1A, "Risk Factors," in ~~the~~our ~~United~~Annual ~~States~~Report ~~and~~on ~~related~~Form ~~actions~~10-K byfor ~~countries~~the inyear ~~which~~ended weDecember 31, do2024, ~~business;~~and in our other Securities and Exchange Commission filings.

•other risks, described in Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our other Securities and Exchange Commission filings.

The forward-looking statements in this Report are made as of the date hereof, and we do not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

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ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK SENSITIVITY

In the normal course of business, we are exposed to market risks associated with fluctuations in foreign exchange rates, interest rates and commodity prices. We manage a portion of these risks through the use of derivative financial instruments in accordance with our policies. We enter into all hedging transactions for periods consistent with the underlying exposures. We do not enter into derivative instruments for trading purposes.

Foreign Exchange

Operating results may be impacted by our buying, selling and financing in currencies other than the functional currency of our operating companies ("transactional exposure"). We may mitigate a portion of this risk by entering into forward foreign exchange, futures and option contracts. The foreign exchange contracts are executed with banks that we believe are creditworthy. Gains and losses related to foreign exchange contracts are deferred where appropriate and included in the measurement of the foreign currency transaction subject to the hedge. Gains and losses incurred related to foreign exchange contracts are generally offset by the direct effects of currency movements on the underlying transactions.

A summary of the notional amount and estimated aggregate fair value of our outstanding foreign exchange contracts is shown below (in millions):

	September 28,2024		December 31,2023
	March 29,2025		December 31,2024
Notional amount (contract maturities < 36 months)	$	32,~~005~~982	$	23,~~922~~087
Fair value	(8356)		~~159~~(154)

Currently, our most significant foreign currency transactional exposures relate to the Mexican peso, various European currencies, the Honduran lempira, ~~the Chinese renminbi, the Brazilian real~~ and the ~~Japanese~~Chinese ~~yen~~renminbi.

A sensitivity analysis of our net transactional exposure is shown below (in millions):

		Potential Earnings Benefit (Adverse Earnings Impact)
	Hypothetical Strengthening % (1)	~~September~~March 2829,~~2024~~2025		December 31,~~2023~~2024
U.S. dollar	10%	$	1038	$	1519
Euro	10%	2942		3438

(1) Relative to all other currencies to which it is exposed for a twelve-month period

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A sensitivity analysis related to the aggregate fair value of our outstanding foreign exchange contracts is shown below (in millions):

		Estimated Change in Fair Value
	Hypothetical Change % (2)	~~September~~March 2829,~~2024~~2025		December 31,~~2023~~2024
U.S. dollar	10%	$	~~174~~190	$	~~156~~187
Euro	10%	76		9868

(2) Relative to all other currencies to which it is exposed for a twelve-month period

There are certain shortcomings inherent in the sensitivity analyses above. The analyses assume that all currencies would uniformly strengthen or weaken relative to the U.S. dollar or Euro. In reality, some currencies may strengthen while others may weaken, causing the earnings impact to increase or decrease depending on the currency and the direction of the rate movement.

In addition to the transactional exposure described above, our operating results are impacted by the translation of our foreign operating income into U.S. dollars ("translational exposure"). In ~~2023~~2024, net sales outside of the United States accounted for 7978% of our consolidated net sales, although certain non-U.S. sales are U.S. dollar denominated. We do not enter into foreign exchange contracts to mitigate our translational exposure.

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Interest Rates

Our variable rate obligations are sensitive to changes in interest rates. As of ~~September~~March 2829, ~~2024~~2025, we had $~~150~~100 million outstanding under our Term Loan. Advances under the Term Loan generally bear interest based on the Daily or Term SOFR (as defined in the Term Loan agreement) plus a margin, determined in accordance with a pricing grid, that ranges from 1.00% to 1.525%. As of ~~September~~March 2829, ~~2024~~2025, the interest rate was 65.~~435~~555%.

A hypothetical 100 basis point increase in the interest rate on our Term Loan would increase annual interest expense and related cash interest payments by approximately $21 million.

ITEM 4 — 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) as of the end of the period covered by this Report. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. 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.

(b)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 ~~September~~March 2829, ~~2024~~2025, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

We are involved from time to time in various legal proceedings and claims, including, without limitation, commercial or contractual disputes, product liability claims, and environmental and other matters. For a description of risks related to various legal proceedings and claims, see Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. For a description of our outstanding material legal proceedings, see Note 1615, "Legal and Other Contingencies," to the condensed consolidated financial statements included in this Report.

ITEM 1A — RISK FACTORS

There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2023.~~2024, except for the update of the risk factor set forth below:

•International trade policies, such as tariffs and sanctions, could adversely affect our financial performance.

Due to the interconnectedness of the global economy, policy changes in one area of the world can have an immediate and material adverse impact on markets around the world. Changes in international trade policies, including: (i) changes to existing trade agreements; (ii) greater restrictions on free trade generally; and (iii) significant increases in customs duties and tariffs imposed by any country, including those already imposed by the United States and retaliatory and other actions by other countries, can adversely affect our financial condition and operating results.

Since his inauguration in January 2025, President Donald J. Trump has announced various tariffs that impact industries around the world, including the automotive industry. As of the date of this Report, the tariffs announced by the current U.S. administration that could adversely impact our business include:

•Incremental 20% tariff on all imports into the United States from China (the "China Tariff").

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considering others, to counter the potential impact of such tariffs on our business, financial condition and results of operations, including, without limitation, participating in industry efforts to inform the U.S. and certain foreign administrations and legislatures of the impact of current trade and tariff policies on the automotive industry and evaluating our production footprint and alternatives in our supply chain. However, we can provide no assurance that we will be successful in recovering such costs from our customers or that any of these mitigating actions will be successful or will not disrupt and deteriorate our business, operations and financial performance.

In addition to potential increases in customs duties and tariffs in the United States and other countries, the USMCA is subject to renewal in 2026. There can be no assurance that the USMCA will be renewed or, if renewed, any newly negotiated terms in the USMCA will not adversely affect our business. Also, China presents unique risks to U.S. automotive manufacturers due to the strain in U.S.-China relations and the level of integration with key components in our global supply chain. It remains unclear what additional actions the current U.S. administration may take with respect to trade issues involving China and other countries.

Further, the U.S. and other governments could impose additional sanctions or export controls that could restrict us from doing business directly or indirectly in or with certain countries or parties, which could include affiliates (e.g., China has imposed tariffs and taken other retaliatory actions in recent weeks). The current trade environment could impact the status of other trade agreements between the United States and countries other than Canada and Mexico, including, without limitation, the Dominican Republic-Central America-United States Free Trade Agreement. Any of the above factors could impact our supply chain, as well as our operations, and adversely affect our financial condition and operating results.

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As discussed in Part I — Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview — Share Repurchase Program and Quarterly Cash Dividends," and Note 1514, "Comprehensive Income ~~(Loss)~~ and Equity," to the condensed consolidated financial statements included in this Report, we have a remaining repurchase authorization of $1,~~200~~074.89 million under our ongoing common stock share repurchase program.

A summary of the shares of our common stock repurchased during the quarter ended ~~September~~March 2829, ~~2024~~2025, is shown below:

Period	Total Numberof SharesPurchased	AveragePrice Paidper Share	Total Number of Shares Purchased as Part ofPublicly AnnouncedPlans or Programs	Approximate DollarValue of Shares thatMay Yet bePurchased Underthe Program(in millions)
June 30, 2024 through July 27, 2024	212,582	$117.41	212,582	$	1,384.9
January 1, 2025 through January 25, 2025	—	$—	—	$	1,099.9
July 28, 2024 through August 24, 2024	491,674	$113.45	491,674	$	1,329.1
January 26, 2025 through February 22, 2025	15,456	$97.04	15,456	$	1,098.4
August 25, 2024 through September 28, 2024	1,171,126	$109.58	1,171,126	$	1,200.8
February 23, 2025 through March 29, 2025	247,547	$94.93	247,547	$	1,074.9
Total	1263,~~875,382~~003	$~~111~~95.4806	1263,~~875,382~~003	$	1,~~200~~074.89

ITEM 5 — OTHER INFORMATION

~~(a) Special~~RULE ~~Equity~~10b5-~~Based~~1 ~~Awards~~TRADING PLAN

OnDuring ~~August 14, 2024,~~ the ~~People~~three ~~and~~months ~~Compensation~~ended ~~Committee of the Board of Directors granted one-time special equity-based awards to Frank C. Orsini~~March 29, ~~the Company's Executive Vice President and President~~2025, ~~Seating,~~no ~~and~~director ~~Jason~~or M.officer ~~Cardew,~~of the Company's ~~Senior~~adopted ~~Vice~~or ~~President~~terminated ~~and~~a ~~Chief~~"Rule ~~Financial~~10b5-1 ~~Officer.~~trading ~~These~~arrangement" ~~awards~~or ~~were~~"non-Rule ~~granted under the Company's 2019 Long~~10b5-~~Term~~1 ~~Stock~~trading ~~Incentive Plan~~arrangement," as ~~amended~~each ~~and~~term ~~restated~~is asdefined ofin ~~May~~Item ~~18, 2023. Mr. Orsini was awarded 18,168 restricted stock units~~ 408(~~"RSUs"~~a) ~~and~~of ~~Mr.~~Regulation ~~Cardew was awarded 9,084 RSUs~~S-K.

~~(c) Rule~~DEPARTURE ~~10b5-1~~OF ~~Trading Plan~~OFFICER

~~During~~On April 30, 2025, Lear Corporation (the ~~three~~"Company") ~~months~~and ~~ended~~Carl ~~September 28~~A. Esposito, ~~2024~~the Company's Senior Vice President, noIDEA ~~director~~by orLear, ~~officer~~agreed ofthat Mr. Esposito would depart the Company ~~adopted~~on orMay ~~terminated~~9, 2025, in connection with the Company's restructuring of certain administrative and business functions. Mr. Esposito's departure constitutes a ~~"Rule~~termination ~~10b5-1~~without ~~trading~~cause ~~arrangement"~~under orthe "terms of his employment agreement, which was previously filed by the Company. Accordingly, subject to the execution and non-~~Rule~~revocation ~~10b5-1~~of ~~trading~~a ~~arrangement~~general release agreement," asMr. ~~each~~Esposito ~~term~~will isbe ~~defined~~entitled to the severance and other benefits specified in ~~Item~~that ~~408(~~agreement for such a) termination. The Company's IDEA by Lear initiative will continue to be a key aspect of ~~Regulation~~the ~~S-K~~Company's strategy and will be led within its business segments to further accelerate innovation and implementation.

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ITEM 6 — EXHIBITS

Exhibit Index

	ExhibitNumber		Exhibit Name
**	10.1	*	~~Notice~~Form of ~~Grant of~~ Restricted Stock ~~Units~~Unit toTerms ~~Jason~~and ~~Cardew,~~Conditions ~~dated~~under ~~August~~the ~~14,~~Lear ~~2024~~Corporation 2019 Long-Term Stock Incentive Plan.
**	10.2	*	~~Notice~~Form of ~~Grant~~Performance ofShare ~~Restricted~~Terms ~~Stock~~and ~~Units~~Conditions tounder ~~Frank~~the ~~Orsini,~~Lear ~~dated~~Corporation ~~August~~2019 ~~14,~~Long-Term ~~2024~~Stock Incentive Plan.
**	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.
***	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.
*	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.

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SIGNATURES

Pursuant to the requirements 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.

LEAR CORPORATION
Dated:	~~October~~May 246, ~~2024~~2025	By:	/s/ Raymond E. Scott
			Raymond E. Scott
			President and Chief Executive Officer
		By:	/s/ Jason M. Cardew
			Jason M. Cardew
			Senior Vice President and Chief Financial Officer

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