UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 25, 2018

LEAR CORPORATION

(Exact name of Registrant as specified in its charter)

(248) 447-1500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) of Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of the chapter).

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.  ☐

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On October 25, 2018, Lear Corporation issued a press release reporting financial results for the third quarter of 2018 and updating its financial outlook for the full year of 2018. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

99.1        Press release issued October  25, 2018, furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

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Exhibit 99.1

Lear Contacts:

Alicia Davis

(248) 447-1781

Joel Elsesser

(248) 447-5512

Lear Reports Third Quarter 2018 Results

SOUTHFIELD, Michigan, October 25, 2018 — Lear Corporation (NYSE: LEA), a leading global supplier of automotive seating and electrical and electronic systems, today reported third quarter 2018 sales and earnings. Highlights include:

“We again delivered strong sales and earnings results in the third quarter in the face of challenging macroeconomic conditions marked by significant volume declines, particularly in China and Europe, as well as foreign exchange volatility,” said Ray Scott, Lear’s president and chief executive officer. “We have continued to demonstrate our strong execution capabilities, and we remain excited about the opportunities that lie ahead. We will continue to focus on investing in profitable growth, further improving operational efficiencies and delivering superior value for our shareholders.”

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Third Quarter Financial Results

(in millions, except per share amounts)

In the third quarter of 2018, sales were $4.9 billion, a decrease of 2% year over year. Excluding the impact of foreign exchange, sales were flat, reflecting lower production volumes on key Lear platforms, offset by the addition of new business in both product segments and the sales impact of obtaining control of certain affiliates. Sales for our E-Systems and Seating segments were up 9% and down 5%, respectively. Excluding the impact of foreign exchange, sales for our E-Systems and Seating segments were up 10% and down 3%, respectively.

Core operating earnings decreased $8 million to $399 million, or 8.2% of sales, primarily reflecting the decrease in sales. In the E-Systems segment, margins and adjusted margins were 11.5% and 12.1% of sales, respectively. In the Seating segment, margins and adjusted margins were 8.0% and 8.6% of sales, respectively.

Earnings per share were $3.80. Adjusted earnings per share were up 3% to $4.09 per share, reflecting a lower tax rate and a reduced share count from share repurchases.

Net cash provided by operating activities was $268 million, and free cash flow⁽¹⁾ was $107 million.

Share Repurchase Program

During the third quarter of 2018, we repurchased approximately 1.1 million shares of our common stock for a total of $195 million. As of the end of the third quarter, we had a remaining share repurchase authorization of $1.0 billion, which equates to approximately 11% of our total market capitalization at current market prices.

Since initiating the share repurchase program in early 2011, we have repurchased 46.8 million shares of our common stock for a total of $4.0 billion at an average price of $85.62 per share. This represents a reduction of approximately 44% of our shares outstanding since 2011.

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Full Year 2018 Financial Outlook

Our full year 2018 financial outlook has been updated to reflect the current production and foreign exchange environment.

Our current 2018 financial outlook is based on global industry production assumptions that are derived from the October IHS forecast, as well as customer production schedules and internal estimates. IHS estimates 2018 global industry production to be 94.1 million vehicles, up 1% from 2017. On a regional basis, vehicle production is forecasted to be 17.0 million units in North America, 22.9 million units in Europe and Africa, and 26.3 million units in China, all flat compared to 2017. Current IHS second half 2018 production estimates in these regions are 2%, 4%, and 5% lower, respectively, than the second half 2018 estimates published by IHS in July.

The financial outlook is also based on an average exchange rate of $1.18/Euro for the year, reflecting an exchange rate of $1.15/Euro for the fourth quarter of 2018.

Certain of the forward-looking financial measures above are provided on a non-GAAP basis. The Company does not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with GAAP because to do so would be potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items in any future period. The magnitude of these items, however, may be significant.

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Webcast Information

Lear will webcast a conference call to review the Company’s third quarter 2018 financial results and related matters on October 25, 2018, at 8:00 a.m. Eastern Time, through the investor relations link at lear.com. In addition, the conference call can be accessed by dialing 1-800-789-4751 (domestic) or 1-973-200-3975 (international) with the Conference I.D. of 4489309. The webcast replay will be available two hours following the call.

Non-GAAP Financial Information

In addition to the results reported in accordance with accounting principles generally accepted in the United States (“GAAP”) included throughout this press release, the Company has provided information regarding “pretax income before equity income, interest, other (income) expense, restructuring costs and other special items” (core operating earnings or adjusted segment earnings), pretax income before equity income, interest, other (income) expense, depreciation expense, amortization of intangible assets, restructuring costs and other special items” (adjusted EBITDA), “adjusted net income attributable to Lear” (adjusted net income), “adjusted diluted net income per share available to Lear common stockholders” (adjusted earnings per share), “tax expense excluding the impact of restructuring costs and other special items” and “free cash flow” (each, a non-GAAP financial measure). Other (income) expense includes, among other things, non-income related taxes, foreign exchange gains and losses, gains and losses related to certain derivative instruments and hedging activities, losses on the extinguishment of debt, gains and losses on the disposal of fixed assets and the non-service cost components of net periodic benefit cost. Adjusted net income represents net income attributable to Lear adjusted for restructuring costs and other special items, including the tax effect thereon. Adjusted earnings per share represents diluted net income per share available to Lear common stockholders adjusted for the redeemable noncontrolling interest adjustment, restructuring costs and other special items, including the tax effect thereon. Free cash flow represents net cash provided by operating activities, less capital expenditures.

Management believes the non-GAAP financial measures used in this press release are useful to both management and investors in their analysis of the Company’s financial position and results of operations. In particular, management believes that core operating earnings, adjusted EBITDA, adjusted net income, adjusted earnings per share and tax expense excluding the impact of restructuring costs and other special items are useful measures in assessing the Company’s financial performance by excluding certain items that are not indicative of the Company’s core operating performance or that may obscure trends useful in evaluating the Company’s continuing operating activities. Management also believes that these measures are useful to both management and investors in their analysis of the Company’s results of operations and provide improved comparability between fiscal periods. Management believes that free cash flow is useful to both management and investors in their analysis of the Company’s ability to service and repay its debt. Further, management uses these non-GAAP financial measures for planning and forecasting future periods.

Core operating earnings, adjusted EBITDA, adjusted net income, adjusted earnings per share, tax expense excluding the impact of restructuring costs and other special items and free cash flow should not be considered in isolation or as a substitute for net income attributable to Lear, diluted net income per share attributable to Lear, cash provided by

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operating activities or other income statement or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and, therefore, does not reflect funds available for investment or other discretionary uses. Also, these non-GAAP financial measures, as determined and presented by the Company, may not be comparable to related or similarly titled measures reported by other companies.

For reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP, see the attached supplemental data pages which, together with this press release, have been posted on the Company’s website through the investor relations link at lear.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding anticipated financial results and liquidity. 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. The Company also may provide forward-looking statements in oral statements or other written materials released to the public. All statements contained or incorporated in this press release or in any other public statements that address operating performance, events or developments that the Company expects or anticipates may occur in the future are forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and its other Securities and Exchange Commission filings. Future operating results will be based on various factors, including actual industry production volumes, commodity prices and the Company’s success in implementing its operating strategy.

Information in this press release relies on assumptions in the Company’s sales backlog. The Company’s sales backlog reflects anticipated net sales from formally awarded new programs less lost and discontinued programs. The calculation of the sales backlog does not reflect customer price reductions on existing or newly awarded programs. The sales backlog may be impacted by various assumptions embedded in the calculation, including vehicle production levels on new programs, foreign exchange rates and the timing of major program launches.

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

About Lear

Lear Corporation was founded in Detroit in 1917 as American Metal Products. Today, Lear is one of the world’s leading suppliers of automotive seating systems and electrical and electronic systems (E-Systems). Lear serves every major automaker in the world, and Lear content can be found on more than 400 vehicle nameplates. Lear’s world-class products are designed, engineered and manufactured by a diverse team of approximately 165,000 employees located in 39 countries. Lear currently ranks #148 on the Fortune 500. Lear’s headquarters are in Southfield, Michigan. Further information about Lear is available at lear.com or follow us on Twitter @LearCorporation. Lear is where passion drives possibilities.

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Lear Corporation and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited; in millions, except per share amounts)

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Lear Corporation and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited; in millions, except per share amounts)

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Lear Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In millions)

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Lear Corporation and Subsidiaries

Supplemental Data

(Unaudited; in millions, except content per vehicle and per share amounts)

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Lear Corporation and Subsidiaries

Supplemental Data

(Unaudited; in millions, except content per vehicle and per share amounts)

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Lear Corporation and Subsidiaries

Supplemental Data

(Unaudited; in millions, except margins)

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