|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
|
(Zip code)
|
Large accelerated filer
|
|
x
|
Accelerated filer
|
|
¨
|
|
|||||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
|
¨
|
|
|
Page No.
|
|
|
|
|
Item 3 – Quantitative and Qualitative Disclosures about Market Risk (included in Item 2)
|
|
|
|
(1)
|
Unaudited.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Net sales
|
$
|
4,330.3
|
|
|
$
|
4,232.7
|
|
|
$
|
13,486.8
|
|
|
$
|
13,177.6
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
3,877.1
|
|
|
3,871.5
|
|
|
12,157.7
|
|
|
12,076.8
|
|
||||
Selling, general and administrative expenses
|
137.6
|
|
|
128.1
|
|
|
440.8
|
|
|
402.8
|
|
||||
Amortization of intangible assets
|
13.0
|
|
|
8.6
|
|
|
39.5
|
|
|
25.4
|
|
||||
Interest expense
|
21.4
|
|
|
15.7
|
|
|
66.3
|
|
|
47.1
|
|
||||
Other expense, net
|
21.7
|
|
|
11.1
|
|
|
60.4
|
|
|
57.1
|
|
||||
Consolidated income before provision for income taxes and equity in net income of affiliates
|
259.5
|
|
|
197.7
|
|
|
722.1
|
|
|
568.4
|
|
||||
Provision for income taxes
|
76.1
|
|
|
57.6
|
|
|
210.9
|
|
|
163.1
|
|
||||
Equity in net income of affiliates
|
(9.9
|
)
|
|
(7.8
|
)
|
|
(31.7
|
)
|
|
(29.0
|
)
|
||||
Consolidated net income
|
193.3
|
|
|
147.9
|
|
|
542.9
|
|
|
434.3
|
|
||||
Less: Net income attributable to noncontrolling interests
|
12.3
|
|
|
7.8
|
|
|
32.7
|
|
|
23.7
|
|
||||
Net income attributable to Lear
|
$
|
181.0
|
|
|
$
|
140.1
|
|
|
$
|
510.2
|
|
|
$
|
410.6
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per share attributable to Lear
|
$
|
2.37
|
|
|
$
|
1.75
|
|
|
$
|
6.60
|
|
|
$
|
5.09
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income per share attributable to Lear
|
$
|
2.34
|
|
|
$
|
1.72
|
|
|
$
|
6.53
|
|
|
$
|
5.01
|
|
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per share
|
$
|
0.25
|
|
|
$
|
0.20
|
|
|
$
|
0.75
|
|
|
$
|
0.60
|
|
|
|
|
|
|
|
|
|
||||||||
Average common shares outstanding
|
76,259,209
|
|
|
79,974,811
|
|
|
77,315,584
|
|
|
80,652,376
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Average diluted shares outstanding
|
77,416,102
|
|
|
81,403,225
|
|
|
78,177,431
|
|
|
82,027,127
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Consolidated comprehensive income (Note 13)
|
$
|
104.7
|
|
|
$
|
50.9
|
|
|
$
|
356.0
|
|
|
$
|
332.2
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
9.9
|
|
|
9.2
|
|
|
30.2
|
|
|
23.0
|
|
||||
Comprehensive income attributable to Lear
|
$
|
94.8
|
|
|
$
|
41.7
|
|
|
$
|
325.8
|
|
|
$
|
309.2
|
|
|
Nine Months Ended
|
||||||
|
September 26,
2015 |
|
September 27,
2014 |
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Consolidated net income
|
$
|
542.9
|
|
|
$
|
434.3
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
257.4
|
|
|
232.6
|
|
||
Net change in recoverable customer engineering, development and tooling
|
(32.2
|
)
|
|
(4.4
|
)
|
||
Net change in working capital items (see below)
|
(165.4
|
)
|
|
(321.7
|
)
|
||
Other, net
|
83.3
|
|
|
70.9
|
|
||
Net cash provided by operating activities
|
686.0
|
|
|
411.7
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(327.7
|
)
|
|
(280.8
|
)
|
||
Acquisition of Eagle Ottawa, net of cash acquired and use of $350 million restricted cash (see non-cash investing activities below) (Note 2)
|
(465.3
|
)
|
|
—
|
|
||
Other, net
|
(10.6
|
)
|
|
(9.0
|
)
|
||
Net cash used in investing activities
|
(803.6
|
)
|
|
(289.8
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Credit agreement borrowings
|
500.0
|
|
|
—
|
|
||
Credit agreement repayments
|
(3.1
|
)
|
|
—
|
|
||
Proceeds from the issuance of senior notes
|
—
|
|
|
325.0
|
|
||
Repurchase of senior notes, net of use of $250 million restricted cash in 2015 (see non-cash financing activities below) (Note 8)
|
(5.0
|
)
|
|
(327.1
|
)
|
||
Payment of debt issuance and other financing costs
|
—
|
|
|
(3.8
|
)
|
||
Repurchase of common stock
|
(383.0
|
)
|
|
(259.4
|
)
|
||
Dividends paid to Lear Corporation stockholders
|
(60.0
|
)
|
|
(49.6
|
)
|
||
Dividends paid to noncontrolling interests
|
(16.2
|
)
|
|
(17.5
|
)
|
||
Other, net
|
(53.6
|
)
|
|
(39.2
|
)
|
||
Net cash used in financing activities
|
(20.9
|
)
|
|
(371.6
|
)
|
||
Effect of foreign currency translation
|
(32.8
|
)
|
|
(15.3
|
)
|
||
Net Change in Cash and Cash Equivalents
|
(171.3
|
)
|
|
(265.0
|
)
|
||
Cash and Cash Equivalents as of Beginning of Period
|
1,094.1
|
|
|
1,137.7
|
|
||
Cash and Cash Equivalents as of End of Period
|
$
|
922.8
|
|
|
$
|
872.7
|
|
|
|
|
|
||||
Changes in Working Capital Items:
|
|
|
|
||||
Accounts receivable
|
$
|
(480.4
|
)
|
|
$
|
(652.7
|
)
|
Inventories
|
(76.2
|
)
|
|
(111.9
|
)
|
||
Accounts payable (including $45.7 million of cash paid in 2015 in conjunction with the acquisition of Eagle Ottawa to settle pre-existing accounts payable)
|
103.2
|
|
|
259.1
|
|
||
Accrued liabilities and other
|
288.0
|
|
|
183.8
|
|
||
Net change in working capital items
|
$
|
(165.4
|
)
|
|
$
|
(321.7
|
)
|
|
|
|
|
||||
Supplementary Disclosure:
|
|
|
|
||||
Cash paid for interest
|
$
|
82.1
|
|
|
$
|
68.6
|
|
Cash paid for income taxes, net of refunds received
|
$
|
141.9
|
|
|
$
|
133.1
|
|
|
|
|
|
||||
Non-cash Investing Activities:
|
|
|
|
||||
Cash restricted for use - acquisition of Eagle Ottawa
|
$
|
(350.0
|
)
|
|
$
|
—
|
|
|
|
|
|
||||
Non-cash Financing Activities:
|
|
|
|
||||
Cash restricted for use - repurchase of senior notes
|
$
|
(250.0
|
)
|
|
$
|
—
|
|
Purchase price paid, net of cash acquired
|
|
$
|
815.3
|
|
Acquisition date contingent consideration
|
|
20.1
|
|
|
Net purchase price
|
|
$
|
835.4
|
|
|
|
|
||
Property, plant and equipment
|
|
$
|
141.4
|
|
Other assets purchased and liabilities assumed, net
|
|
137.4
|
|
|
Goodwill
|
|
345.3
|
|
|
Intangible assets
|
|
211.3
|
|
|
Preliminary purchase price allocation
|
|
$
|
835.4
|
|
|
Accrual as of
|
|
2015
|
|
Utilization
|
|
Accrual as of
|
||||||||||||
|
January 1, 2015
|
|
Charges
|
|
Cash
|
|
Non-cash
|
|
September 26, 2015
|
||||||||||
Employee termination benefits
|
$
|
45.1
|
|
|
$
|
55.6
|
|
|
$
|
(35.9
|
)
|
|
$
|
—
|
|
|
$
|
64.8
|
|
Asset impairment charges
|
—
|
|
|
1.6
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|||||
Contract termination costs
|
5.1
|
|
|
1.6
|
|
|
(1.4
|
)
|
|
—
|
|
|
5.3
|
|
|||||
Other related costs
|
—
|
|
|
5.2
|
|
|
(3.3
|
)
|
|
(1.9
|
)
|
|
—
|
|
|||||
Total
|
$
|
50.2
|
|
|
$
|
64.0
|
|
|
$
|
(40.6
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
70.1
|
|
|
September 26,
2015 |
|
December 31, 2014
|
||||
Raw materials
|
$
|
782.2
|
|
|
$
|
668.3
|
|
Work-in-process
|
103.2
|
|
|
45.6
|
|
||
Finished goods
|
157.9
|
|
|
139.8
|
|
||
Inventories
|
$
|
1,043.3
|
|
|
$
|
853.7
|
|
|
September 26, 2015
|
|
December 31, 2014
|
||||
Current
|
$
|
145.9
|
|
|
$
|
121.1
|
|
Long-term
|
48.0
|
|
|
47.6
|
|
||
Recoverable customer E&D and tooling
|
$
|
193.9
|
|
|
$
|
168.7
|
|
|
September 26,
2015 |
|
December 31, 2014
|
||||
Land
|
$
|
116.3
|
|
|
$
|
105.2
|
|
Buildings and improvements
|
561.8
|
|
|
523.5
|
|
||
Machinery and equipment
|
2,051.2
|
|
|
1,847.0
|
|
||
Construction in progress
|
219.9
|
|
|
186.9
|
|
||
Total property, plant and equipment
|
2,949.2
|
|
|
2,662.6
|
|
||
Less – accumulated depreciation
|
(1,167.3
|
)
|
|
(1,037.9
|
)
|
||
Property, plant and equipment, net
|
$
|
1,781.9
|
|
|
$
|
1,624.7
|
|
Balance at January 1, 2015
|
$
|
726.2
|
|
Acquisition of Eagle Ottawa
|
345.3
|
|
|
Foreign currency translation and other
|
(10.4
|
)
|
|
Balance at September 26, 2015
|
$
|
1,061.1
|
|
|
September 26, 2015
|
|
December 31, 2014
|
||||||||
|
Long-Term
Debt
|
|
Weighted
Average
Interest Rate
|
|
Long-Term
Debt
|
|
Weighted
Average
Interest Rate
|
||||
Credit Agreement — Term Loan Facility
|
$
|
496.9
|
|
|
1.65%
|
|
$
|
—
|
|
|
N/A
|
8.125% Senior Notes due 2020
|
—
|
|
|
N/A
|
|
243.7
|
|
|
8.25%
|
||
4.75% Senior Notes due 2023
|
500.0
|
|
|
4.75%
|
|
500.0
|
|
|
4.75%
|
||
5.375% Senior Notes due 2024
|
325.0
|
|
|
5.375%
|
|
325.0
|
|
|
5.375%
|
||
5.25% Senior Notes due 2025
|
650.0
|
|
|
5.25%
|
|
650.0
|
|
|
5.25%
|
||
Other
|
7.6
|
|
|
N/A
|
|
—
|
|
|
N/A
|
||
|
1,979.5
|
|
|
|
|
1,718.7
|
|
|
|
||
Less — Current portion
|
(16.9
|
)
|
|
|
|
(243.7
|
)
|
|
|
||
Long-term debt
|
$
|
1,962.6
|
|
|
|
|
$
|
1,475.0
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||
|
September 26, 2015
|
|
September 27, 2014
|
|
September 26, 2015
|
|
September 27, 2014
|
||||||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||||||
Service cost
|
$
|
1.1
|
|
|
$
|
1.8
|
|
|
$
|
0.9
|
|
|
$
|
2.2
|
|
|
$
|
3.5
|
|
|
$
|
6.5
|
|
|
$
|
2.7
|
|
|
$
|
6.5
|
|
Interest cost
|
7.2
|
|
|
4.1
|
|
|
7.2
|
|
|
5.1
|
|
|
21.5
|
|
|
13.0
|
|
|
21.4
|
|
|
15.4
|
|
||||||||
Expected return on plan assets
|
(9.9
|
)
|
|
(6.3
|
)
|
|
(9.6
|
)
|
|
(6.9
|
)
|
|
(29.6
|
)
|
|
(20.3
|
)
|
|
(28.6
|
)
|
|
(20.4
|
)
|
||||||||
Amortization of actuarial (gain) loss
|
0.7
|
|
|
1.0
|
|
|
(0.1
|
)
|
|
0.4
|
|
|
2.0
|
|
|
3.2
|
|
|
(0.2
|
)
|
|
1.0
|
|
||||||||
Curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
||||||||
Settlement loss
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||||||
Net periodic benefit cost (credit)
|
$
|
(0.8
|
)
|
|
$
|
0.6
|
|
|
$
|
(1.6
|
)
|
|
$
|
0.8
|
|
|
$
|
(2.4
|
)
|
|
$
|
10.1
|
|
|
$
|
(4.6
|
)
|
|
$
|
2.5
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||
|
September 26, 2015
|
|
September 27, 2014
|
|
September 26, 2015
|
|
September 27, 2014
|
||||||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
0.6
|
|
|
$
|
0.1
|
|
|
$
|
0.7
|
|
Interest cost
|
0.8
|
|
|
0.4
|
|
|
1.0
|
|
|
0.5
|
|
|
2.3
|
|
|
1.2
|
|
|
3.0
|
|
|
1.5
|
|
||||||||
Amortization of actuarial (gain) loss
|
(0.3
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
|
0.4
|
|
|
(0.5
|
)
|
|
—
|
|
||||||||
Amortization of prior service credit
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||||
Net periodic benefit cost
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
$
|
0.8
|
|
|
$
|
1.5
|
|
|
$
|
2.0
|
|
|
$
|
2.6
|
|
|
$
|
2.3
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Other expense
|
$
|
21.8
|
|
|
$
|
16.4
|
|
|
$
|
62.7
|
|
|
$
|
63.0
|
|
Other income
|
(0.1
|
)
|
|
(5.3
|
)
|
|
(2.3
|
)
|
|
(5.9
|
)
|
||||
Other expense, net
|
$
|
21.7
|
|
|
$
|
11.1
|
|
|
$
|
60.4
|
|
|
$
|
57.1
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Net income attributable to Lear
|
$
|
181.0
|
|
|
$
|
140.1
|
|
|
$
|
510.2
|
|
|
$
|
410.6
|
|
|
|
|
|
|
|
|
|
||||||||
Average common shares outstanding
|
76,259,209
|
|
|
79,974,811
|
|
|
77,315,584
|
|
|
80,652,376
|
|
||||
Dilutive effect of common stock equivalents
|
1,156,893
|
|
|
1,428,414
|
|
|
861,847
|
|
|
1,374,751
|
|
||||
Average diluted shares outstanding
|
77,416,102
|
|
|
81,403,225
|
|
|
78,177,431
|
|
|
82,027,127
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per share attributable to Lear
|
$
|
2.37
|
|
|
$
|
1.75
|
|
|
$
|
6.60
|
|
|
$
|
5.09
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income per share attributable to Lear
|
$
|
2.34
|
|
|
$
|
1.72
|
|
|
$
|
6.53
|
|
|
$
|
5.01
|
|
|
Three Months Ended September 26, 2015
|
|
Nine Months Ended September 26, 2015
|
||||||||||||||||||||
|
Equity
|
|
Lear
Corporation
Stockholders'
Equity
|
|
Non-
controlling
Interests
|
|
Equity
|
|
Lear
Corporation
Stockholders'
Equity
|
|
Non-
controlling
Interests
|
||||||||||||
Beginning equity balance
|
$
|
2,978.3
|
|
|
$
|
2,899.4
|
|
|
$
|
78.9
|
|
|
$
|
3,029.3
|
|
|
$
|
2,958.8
|
|
|
$
|
70.5
|
|
Stock-based compensation transactions
|
13.8
|
|
|
13.8
|
|
|
—
|
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|
—
|
|
||||||
Repurchase of common stock
|
(148.2
|
)
|
|
(148.2
|
)
|
|
—
|
|
|
(383.0
|
)
|
|
(383.0
|
)
|
|
—
|
|
||||||
Dividends declared to Lear Corporation stockholders
|
(19.5
|
)
|
|
(19.5
|
)
|
|
—
|
|
|
(59.9
|
)
|
|
(59.9
|
)
|
|
—
|
|
||||||
Dividends paid to noncontrolling interests
|
(4.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
|
(16.2
|
)
|
|
—
|
|
|
(16.2
|
)
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
193.3
|
|
|
181.0
|
|
|
12.3
|
|
|
542.9
|
|
|
510.2
|
|
|
32.7
|
|
||||||
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Defined benefit plan adjustments
|
4.7
|
|
|
4.7
|
|
|
—
|
|
|
14.7
|
|
|
14.7
|
|
|
—
|
|
||||||
Derivative instruments and hedging activities
|
(16.1
|
)
|
|
(16.1
|
)
|
|
—
|
|
|
(14.3
|
)
|
|
(14.3
|
)
|
|
—
|
|
||||||
Foreign currency translation adjustments
|
(77.2
|
)
|
|
(74.8
|
)
|
|
(2.4
|
)
|
|
(187.3
|
)
|
|
(184.8
|
)
|
|
(2.5
|
)
|
||||||
Other comprehensive loss
|
(88.6
|
)
|
|
(86.2
|
)
|
|
(2.4
|
)
|
|
(186.9
|
)
|
|
(184.4
|
)
|
|
(2.5
|
)
|
||||||
Comprehensive income
|
104.7
|
|
|
94.8
|
|
|
9.9
|
|
|
356.0
|
|
|
325.8
|
|
|
30.2
|
|
||||||
Ending equity balance
|
$
|
2,924.8
|
|
|
$
|
2,840.3
|
|
|
$
|
84.5
|
|
|
$
|
2,924.8
|
|
|
$
|
2,840.3
|
|
|
$
|
84.5
|
|
|
Three Months Ended
September 26, 2015 |
|
Nine Months Ended
September 26, 2015 |
||||
Defined benefit plan adjustments:
|
|
|
|
||||
Balance at beginning of period
|
$
|
(209.2
|
)
|
|
$
|
(219.2
|
)
|
Reclassification adjustments (net of tax expense of $0.3 million and $1.2 million for the three and nine months ended September 26, 2015, respectively)
|
1.2
|
|
|
3.5
|
|
||
Other comprehensive income recognized during the period (net of tax expense of $— million and $1.1million for the three and nine months ended September 26, 2015, respectively)
|
3.5
|
|
|
11.2
|
|
||
Balance at end of period
|
$
|
(204.5
|
)
|
|
$
|
(204.5
|
)
|
|
|
|
|
||||
Derivative instruments and hedging activities:
|
|
|
|
||||
Balance at beginning of period
|
$
|
(31.4
|
)
|
|
$
|
(33.2
|
)
|
Reclassification adjustments (net of tax expense of $4.4 million and $7.6 million for the three and nine months ended September 26, 2015, respectively)
|
8.1
|
|
|
16.8
|
|
||
Other comprehensive loss recognized during the period (net of tax benefit of $10.1 million and $12.6 million for the three and nine months ended September 26, 2015, respectively)
|
(24.2
|
)
|
|
(31.1
|
)
|
||
Balance at end of period
|
$
|
(47.5
|
)
|
|
$
|
(47.5
|
)
|
|
|
|
|
||||
Foreign currency translation adjustments:
|
|
|
|
||||
Balance at beginning of period
|
$
|
(359.6
|
)
|
|
$
|
(249.6
|
)
|
Other comprehensive loss recognized during the period (net of tax benefit of $— million and $4.0 million for the three and nine months ended September 26, 2015, respectively)
|
(74.8
|
)
|
|
(184.8
|
)
|
||
Balance at end of period
|
$
|
(434.4
|
)
|
|
$
|
(434.4
|
)
|
|
Three Months Ended September 27, 2014
|
|
Nine Months Ended September 27, 2014
|
||||||||||||||||||||
|
Equity
|
|
Lear
Corporation
Stockholders'
Equity
|
|
Non-
controlling
Interests
|
|
Equity
|
|
Lear
Corporation
Stockholders'
Equity
|
|
Non-
controlling
Interests
|
||||||||||||
Beginning equity balance
|
$
|
3,221.2
|
|
|
$
|
3,145.8
|
|
|
$
|
75.4
|
|
|
$
|
3,149.5
|
|
|
$
|
3,045.9
|
|
|
$
|
103.6
|
|
Stock-based compensation transactions
|
14.6
|
|
|
14.6
|
|
|
—
|
|
|
31.2
|
|
|
31.2
|
|
|
—
|
|
||||||
Repurchase of common stock
|
(103.4
|
)
|
|
(103.4
|
)
|
|
—
|
|
|
(259.4
|
)
|
|
(259.4
|
)
|
|
—
|
|
||||||
Dividends declared to Lear Corporation stockholders
|
(16.8
|
)
|
|
(16.8
|
)
|
|
—
|
|
|
(50.7
|
)
|
|
(50.7
|
)
|
|
—
|
|
||||||
Dividends paid to noncontrolling interests
|
(10.7
|
)
|
|
—
|
|
|
(10.7
|
)
|
|
(17.5
|
)
|
|
—
|
|
|
(17.5
|
)
|
||||||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.0
|
)
|
|
5.7
|
|
|
(23.7
|
)
|
||||||
Sale of controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
—
|
|
|
(11.5
|
)
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
147.9
|
|
|
140.1
|
|
|
7.8
|
|
|
434.3
|
|
|
410.6
|
|
|
23.7
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Defined benefit plan adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
||||||
Derivative instruments and hedging activities
|
(8.0
|
)
|
|
(8.0
|
)
|
|
—
|
|
|
(3.3
|
)
|
|
(3.3
|
)
|
|
—
|
|
||||||
Foreign currency translation adjustments
|
(89.0
|
)
|
|
(90.4
|
)
|
|
1.4
|
|
|
(98.9
|
)
|
|
(98.2
|
)
|
|
(0.7
|
)
|
||||||
Other comprehensive income (loss)
|
(97.0
|
)
|
|
(98.4
|
)
|
|
1.4
|
|
|
(102.1
|
)
|
|
(101.4
|
)
|
|
(0.7
|
)
|
||||||
Comprehensive income
|
50.9
|
|
|
41.7
|
|
|
9.2
|
|
|
332.2
|
|
|
309.2
|
|
|
23.0
|
|
||||||
Ending equity balance
|
$
|
3,155.8
|
|
|
$
|
3,081.9
|
|
|
$
|
73.9
|
|
|
$
|
3,155.8
|
|
|
$
|
3,081.9
|
|
|
$
|
73.9
|
|
|
Three Months Ended September 27, 2014
|
|
Nine Months Ended
September 27, 2014 |
||||
Defined benefit plan adjustments:
|
|
|
|
||||
Balance at beginning of period
|
$
|
(104.4
|
)
|
|
$
|
(104.5
|
)
|
Reclassification adjustments (net of tax impact of $— million for the three and nine months ended September 27, 2014)
|
—
|
|
|
0.1
|
|
||
Balance at end of period
|
$
|
(104.4
|
)
|
|
$
|
(104.4
|
)
|
|
|
|
|
||||
Derivative instruments and hedging activities:
|
|
|
|
||||
Balance at beginning of period
|
$
|
(0.6
|
)
|
|
$
|
(5.3
|
)
|
Reclassification adjustments (net of tax benefit of $0.9 million and $2.1 million for the three and nine months ended September 27, 2014, respectively)
|
(2.3
|
)
|
|
(5.6
|
)
|
||
Other comprehensive income (loss) recognized during the period (net of tax expense (benefit) of ($2.0) million and $0.9 million for the three and nine months ended September 27, 2014, respectively)
|
(5.7
|
)
|
|
2.3
|
|
||
Balance at end of period
|
$
|
(8.6
|
)
|
|
$
|
(8.6
|
)
|
|
|
|
|
||||
Foreign currency translation adjustments:
|
|
|
|
||||
Balance at beginning of period
|
$
|
(64.1
|
)
|
|
$
|
(56.3
|
)
|
Other comprehensive loss recognized during the period (net of tax benefit of $3.1 and $3.4 million for the three and nine months ended September 27, 2014, respectively)
|
(90.4
|
)
|
|
(98.2
|
)
|
||
Balance at end of period
|
$
|
(154.5
|
)
|
|
$
|
(154.5
|
)
|
Balance at January 1, 2015
|
$
|
28.9
|
|
Expense, net (including changes in estimates)
|
4.8
|
|
|
Settlements
|
(6.7
|
)
|
|
Foreign currency translation and other
|
(0.8
|
)
|
|
Balance at September 26, 2015
|
$
|
26.2
|
|
|
Three Months Ended September 26, 2015
|
||||||||||||||
|
Seating
|
|
Electrical
|
|
Other
|
|
Consolidated
|
||||||||
Revenues from external customers
|
$
|
3,357.1
|
|
|
$
|
973.2
|
|
|
$
|
—
|
|
|
$
|
4,330.3
|
|
Segment earnings
(1)
|
234.2
|
|
|
132.6
|
|
|
(64.2
|
)
|
|
302.6
|
|
||||
Depreciation and amortization
|
60.2
|
|
|
25.4
|
|
|
2.4
|
|
|
88.0
|
|
||||
Capital expenditures
|
75.6
|
|
|
26.7
|
|
|
12.5
|
|
|
114.8
|
|
||||
Total assets
|
6,132.9
|
|
|
1,674.6
|
|
|
1,831.2
|
|
|
9,638.7
|
|
|
Three Months Ended September 27, 2014
|
||||||||||||||
|
Seating
|
|
Electrical
|
|
Other
|
|
Consolidated
|
||||||||
Revenues from external customers
|
$
|
3,188.4
|
|
|
$
|
1,044.3
|
|
|
$
|
—
|
|
|
$
|
4,232.7
|
|
Segment earnings
(1)
|
154.9
|
|
|
136.7
|
|
|
(67.1
|
)
|
|
224.5
|
|
||||
Depreciation and amortization
|
50.8
|
|
|
27.1
|
|
|
2.0
|
|
|
79.9
|
|
||||
Capital expenditures
|
63.3
|
|
|
24.8
|
|
|
3.6
|
|
|
91.7
|
|
||||
Total assets
|
5,223.9
|
|
|
1,702.9
|
|
|
1,764.4
|
|
|
8,691.2
|
|
|
Nine Months Ended September 26, 2015
|
||||||||||||||
|
Seating
|
|
Electrical
|
|
Other
|
|
Consolidated
|
||||||||
Revenues from external customers
|
$
|
10,419.8
|
|
|
$
|
3,067.0
|
|
|
$
|
—
|
|
|
$
|
13,486.8
|
|
Segment earnings
(1)
|
644.8
|
|
|
411.5
|
|
|
(207.5
|
)
|
|
848.8
|
|
||||
Depreciation and amortization
|
177.1
|
|
|
73.6
|
|
|
6.7
|
|
|
257.4
|
|
||||
Capital expenditures
|
232.5
|
|
|
75.5
|
|
|
19.7
|
|
|
327.7
|
|
||||
Total assets
|
6,132.9
|
|
|
1,674.6
|
|
|
1,831.2
|
|
|
9,638.7
|
|
|
Nine Months Ended September 27, 2014
|
||||||||||||||
|
Seating
|
|
Electrical
|
|
Other
|
|
Consolidated
|
||||||||
Revenues from external customers
|
$
|
9,857.9
|
|
|
$
|
3,319.7
|
|
|
$
|
—
|
|
|
$
|
13,177.6
|
|
Segment earnings
(1)
|
471.3
|
|
|
413.3
|
|
|
(212.0
|
)
|
|
672.6
|
|
||||
Depreciation and amortization
|
148.7
|
|
|
78.0
|
|
|
5.9
|
|
|
232.6
|
|
||||
Capital expenditures
|
192.8
|
|
|
82.2
|
|
|
5.8
|
|
|
280.8
|
|
||||
Total assets
|
5,223.9
|
|
|
1,702.9
|
|
|
1,764.4
|
|
|
8,691.2
|
|
(1)
|
See definition above.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Segment earnings
|
$
|
302.6
|
|
|
$
|
224.5
|
|
|
$
|
848.8
|
|
|
$
|
672.6
|
|
Interest expense
|
21.4
|
|
|
15.7
|
|
|
66.3
|
|
|
47.1
|
|
||||
Other expense, net
|
21.7
|
|
|
11.1
|
|
|
60.4
|
|
|
57.1
|
|
||||
Consolidated income before provision for income taxes and equity in net income of affiliates
|
$
|
259.5
|
|
|
$
|
197.7
|
|
|
$
|
722.1
|
|
|
$
|
568.4
|
|
|
September 26,
2015 |
|
December 31,
2014 |
||||
Contracts qualifying for hedge accounting:
|
|
|
|
||||
Other current assets
|
$
|
9.3
|
|
|
$
|
6.8
|
|
Other long-term assets
|
0.7
|
|
|
0.1
|
|
||
Other current liabilities
|
(54.4
|
)
|
|
(38.5
|
)
|
||
Other long-term liabilities
|
(12.3
|
)
|
|
(6.1
|
)
|
||
|
(56.7
|
)
|
|
(37.7
|
)
|
||
Contracts not qualifying for hedge accounting:
|
|
|
|
||||
Other current assets
|
4.2
|
|
|
2.1
|
|
||
Other current liabilities
|
(2.4
|
)
|
|
(1.0
|
)
|
||
|
1.8
|
|
|
1.1
|
|
||
|
|
|
|
||||
|
$
|
(54.9
|
)
|
|
$
|
(36.6
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Contracts qualifying for hedge accounting:
|
|
|
|
|
|
|
|
||||||||
(Losses) gains recognized in accumulated other comprehensive loss
|
$
|
(34.2
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
(43.4
|
)
|
|
$
|
2.8
|
|
Losses (gains) reclassified from accumulated other comprehensive loss
|
12.5
|
|
|
(3.2
|
)
|
|
24.4
|
|
|
(7.7
|
)
|
||||
Comprehensive loss
|
$
|
(21.7
|
)
|
|
$
|
(10.9
|
)
|
|
$
|
(19.0
|
)
|
|
$
|
(4.9
|
)
|
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).
|
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.
|
|
September 26, 2015
|
||||||||||||||||||
|
Frequency
|
|
Asset
(Liability)
|
|
Valuation
Technique
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Foreign currency derivative contracts, net
|
Recurring
|
|
$
|
(54.9
|
)
|
|
Market/ Income
|
|
$
|
—
|
|
|
$
|
(54.9
|
)
|
|
$
|
—
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Frequency
|
|
Asset
(Liability)
|
|
Valuation
Technique
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Foreign currency derivative contracts, net
|
Recurring
|
|
$
|
(36.6
|
)
|
|
Market/ Income
|
|
$
|
—
|
|
|
$
|
(36.6
|
)
|
|
$
|
—
|
|
|
September 26, 2015
|
||||||||||||||||||
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Unaudited; in millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
355.3
|
|
|
$
|
0.1
|
|
|
$
|
567.4
|
|
|
$
|
—
|
|
|
$
|
922.8
|
|
Accounts receivable
|
64.8
|
|
|
729.6
|
|
|
2,165.5
|
|
|
—
|
|
|
2,959.9
|
|
|||||
Inventories
|
3.6
|
|
|
439.9
|
|
|
599.8
|
|
|
—
|
|
|
1,043.3
|
|
|||||
Intercompany accounts
|
49.2
|
|
|
117.4
|
|
|
—
|
|
|
(166.6
|
)
|
|
—
|
|
|||||
Other
|
163.1
|
|
|
92.3
|
|
|
456.6
|
|
|
(6.2
|
)
|
|
705.8
|
|
|||||
Total current assets
|
636.0
|
|
|
1,379.3
|
|
|
3,789.3
|
|
|
(172.8
|
)
|
|
5,631.8
|
|
|||||
LONG-TERM ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
121.6
|
|
|
407.5
|
|
|
1,252.8
|
|
|
—
|
|
|
1,781.9
|
|
|||||
Goodwill
|
39.9
|
|
|
691.6
|
|
|
329.6
|
|
|
—
|
|
|
1,061.1
|
|
|||||
Investments in subsidiaries
|
3,054.7
|
|
|
1,986.6
|
|
|
—
|
|
|
(5,041.3
|
)
|
|
—
|
|
|||||
Intercompany loans receivable
|
945.6
|
|
|
190.5
|
|
|
188.4
|
|
|
(1,324.5
|
)
|
|
—
|
|
|||||
Other
|
587.1
|
|
|
222.2
|
|
|
464.9
|
|
|
(110.3
|
)
|
|
1,163.9
|
|
|||||
Total long-term assets
|
4,748.9
|
|
|
3,498.4
|
|
|
2,235.7
|
|
|
(6,476.1
|
)
|
|
4,006.9
|
|
|||||
Total assets
|
$
|
5,384.9
|
|
|
$
|
4,877.7
|
|
|
$
|
6,025.0
|
|
|
$
|
(6,648.9
|
)
|
|
$
|
9,638.7
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and drafts
|
$
|
77.0
|
|
|
$
|
761.3
|
|
|
$
|
1,738.1
|
|
|
$
|
—
|
|
|
$
|
2,576.4
|
|
Accrued liabilities
|
147.2
|
|
|
304.3
|
|
|
1,017.6
|
|
|
(6.2
|
)
|
|
1,462.9
|
|
|||||
Intercompany accounts
|
—
|
|
|
—
|
|
|
166.6
|
|
|
(166.6
|
)
|
|
—
|
|
|||||
Current portion of long-term debt
|
15.6
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
16.9
|
|
|||||
Total current liabilities
|
239.8
|
|
|
1,065.6
|
|
|
2,923.6
|
|
|
(172.8
|
)
|
|
4,056.2
|
|
|||||
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
1,956.3
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
1,962.6
|
|
|||||
Intercompany loans payable
|
169.3
|
|
|
645.7
|
|
|
509.5
|
|
|
(1,324.5
|
)
|
|
—
|
|
|||||
Other
|
179.2
|
|
|
271.6
|
|
|
354.6
|
|
|
(110.3
|
)
|
|
695.1
|
|
|||||
Total long-term liabilities
|
2,304.8
|
|
|
917.3
|
|
|
870.4
|
|
|
(1,434.8
|
)
|
|
2,657.7
|
|
|||||
EQUITY:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lear Corporation stockholders’ equity
|
2,840.3
|
|
|
2,894.8
|
|
|
2,146.5
|
|
|
(5,041.3
|
)
|
|
2,840.3
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
84.5
|
|
|
—
|
|
|
84.5
|
|
|||||
Equity
|
2,840.3
|
|
|
2,894.8
|
|
|
2,231.0
|
|
|
(5,041.3
|
)
|
|
2,924.8
|
|
|||||
Total liabilities and equity
|
$
|
5,384.9
|
|
|
$
|
4,877.7
|
|
|
$
|
6,025.0
|
|
|
$
|
(6,648.9
|
)
|
|
$
|
9,638.7
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
377.8
|
|
|
$
|
—
|
|
|
$
|
716.3
|
|
|
$
|
—
|
|
|
$
|
1,094.1
|
|
Accounts receivable
|
53.9
|
|
|
459.0
|
|
|
1,958.8
|
|
|
—
|
|
|
2,471.7
|
|
|||||
Inventories
|
1.8
|
|
|
348.1
|
|
|
503.8
|
|
|
—
|
|
|
853.7
|
|
|||||
Intercompany accounts
|
49.6
|
|
|
40.7
|
|
|
—
|
|
|
(90.3
|
)
|
|
—
|
|
|||||
Other
|
416.9
|
|
|
76.2
|
|
|
467.0
|
|
|
—
|
|
|
960.1
|
|
|||||
Total current assets
|
900.0
|
|
|
924.0
|
|
|
3,645.9
|
|
|
(90.3
|
)
|
|
5,379.6
|
|
|||||
LONG-TERM ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
106.4
|
|
|
334.5
|
|
|
1,183.8
|
|
|
—
|
|
|
1,624.7
|
|
|||||
Goodwill
|
23.5
|
|
|
401.0
|
|
|
301.7
|
|
|
—
|
|
|
726.2
|
|
|||||
Investments in subsidiaries
|
2,010.6
|
|
|
1,815.7
|
|
|
—
|
|
|
(3,826.3
|
)
|
|
—
|
|
|||||
Intercompany loans receivable
|
1,268.1
|
|
|
168.6
|
|
|
212.6
|
|
|
(1,649.3
|
)
|
|
—
|
|
|||||
Other
|
928.8
|
|
|
65.9
|
|
|
475.2
|
|
|
(50.2
|
)
|
|
1,419.7
|
|
|||||
Total long-term assets
|
4,337.4
|
|
|
2,785.7
|
|
|
2,173.3
|
|
|
(5,525.8
|
)
|
|
3,770.6
|
|
|||||
Total assets
|
$
|
5,237.4
|
|
|
$
|
3,709.7
|
|
|
$
|
5,819.2
|
|
|
$
|
(5,616.1
|
)
|
|
$
|
9,150.2
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and drafts
|
$
|
91.1
|
|
|
$
|
687.7
|
|
|
$
|
1,746.5
|
|
|
$
|
—
|
|
|
$
|
2,525.3
|
|
Accrued liabilities
|
138.1
|
|
|
203.9
|
|
|
846.8
|
|
|
—
|
|
|
1,188.8
|
|
|||||
Intercompany accounts
|
—
|
|
|
—
|
|
|
90.3
|
|
|
(90.3
|
)
|
|
—
|
|
|||||
Current portion of long-term debt
|
243.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243.7
|
|
|||||
Total current liabilities
|
472.9
|
|
|
891.6
|
|
|
2,683.6
|
|
|
(90.3
|
)
|
|
3,957.8
|
|
|||||
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
1,475.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,475.0
|
|
|||||
Intercompany loans payable
|
138.9
|
|
|
698.8
|
|
|
811.6
|
|
|
(1,649.3
|
)
|
|
—
|
|
|||||
Other
|
191.8
|
|
|
198.0
|
|
|
348.5
|
|
|
(50.2
|
)
|
|
688.1
|
|
|||||
Total long-term liabilities
|
1,805.7
|
|
|
896.8
|
|
|
1,160.1
|
|
|
(1,699.5
|
)
|
|
2,163.1
|
|
|||||
EQUITY:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lear Corporation stockholders’ equity
|
2,958.8
|
|
|
1,921.3
|
|
|
1,905.0
|
|
|
(3,826.3
|
)
|
|
2,958.8
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
70.5
|
|
|
—
|
|
|
70.5
|
|
|||||
Equity
|
2,958.8
|
|
|
1,921.3
|
|
|
1,975.5
|
|
|
(3,826.3
|
)
|
|
3,029.3
|
|
|||||
Total liabilities and equity
|
$
|
5,237.4
|
|
|
$
|
3,709.7
|
|
|
$
|
5,819.2
|
|
|
$
|
(5,616.1
|
)
|
|
$
|
9,150.2
|
|
|
Three Months Ended September 26, 2015
|
||||||||||||||||||
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Unaudited; in millions)
|
||||||||||||||||||
Net sales
|
$
|
106.3
|
|
|
$
|
2,044.1
|
|
|
$
|
3,433.1
|
|
|
$
|
(1,253.2
|
)
|
|
$
|
4,330.3
|
|
Cost of sales
|
146.9
|
|
|
1,824.3
|
|
|
3,159.1
|
|
|
(1,253.2
|
)
|
|
3,877.1
|
|
|||||
Selling, general and administrative expenses
|
74.5
|
|
|
2.9
|
|
|
60.2
|
|
|
—
|
|
|
137.6
|
|
|||||
Intercompany operating (income) expense, net
|
(73.7
|
)
|
|
50.0
|
|
|
23.7
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of intangible assets
|
0.5
|
|
|
5.2
|
|
|
7.3
|
|
|
—
|
|
|
13.0
|
|
|||||
Interest expense
|
16.4
|
|
|
6.5
|
|
|
(1.5
|
)
|
|
—
|
|
|
21.4
|
|
|||||
Other expense, net
|
12.6
|
|
|
2.8
|
|
|
6.3
|
|
|
—
|
|
|
21.7
|
|
|||||
Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries
|
(70.9
|
)
|
|
152.4
|
|
|
178.0
|
|
|
—
|
|
|
259.5
|
|
|||||
Provision for income taxes
|
(26.3
|
)
|
|
53.5
|
|
|
48.9
|
|
|
—
|
|
|
76.1
|
|
|||||
Equity in net income of affiliates
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(8.5
|
)
|
|
—
|
|
|
(9.9
|
)
|
|||||
Equity in net income of subsidiaries
|
(225.2
|
)
|
|
(101.9
|
)
|
|
—
|
|
|
327.1
|
|
|
—
|
|
|||||
Consolidated net income
|
181.0
|
|
|
201.8
|
|
|
137.6
|
|
|
(327.1
|
)
|
|
193.3
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
|
12.3
|
|
|||||
Net income attributable to Lear
|
$
|
181.0
|
|
|
$
|
201.8
|
|
|
$
|
125.3
|
|
|
$
|
(327.1
|
)
|
|
$
|
181.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated comprehensive income
|
$
|
94.8
|
|
|
$
|
187.5
|
|
|
$
|
63.0
|
|
|
$
|
(240.6
|
)
|
|
$
|
104.7
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
9.9
|
|
|
—
|
|
|
9.9
|
|
|||||
Comprehensive income attributable to Lear
|
$
|
94.8
|
|
|
$
|
187.5
|
|
|
$
|
53.1
|
|
|
$
|
(240.6
|
)
|
|
$
|
94.8
|
|
|
Three Months Ended September 27, 2014
|
||||||||||||||||||
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Unaudited; in millions)
|
||||||||||||||||||
Net sales
|
$
|
120.5
|
|
|
$
|
1,802.7
|
|
|
$
|
3,503.3
|
|
|
$
|
(1,193.8
|
)
|
|
$
|
4,232.7
|
|
Cost of sales
|
165.9
|
|
|
1,642.6
|
|
|
3,256.8
|
|
|
(1,193.8
|
)
|
|
3,871.5
|
|
|||||
Selling, general and administrative expenses
|
47.6
|
|
|
14.3
|
|
|
66.2
|
|
|
—
|
|
|
128.1
|
|
|||||
Intercompany operating (income) expense, net
|
(83.2
|
)
|
|
73.3
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of intangible assets
|
0.5
|
|
|
1.2
|
|
|
6.9
|
|
|
—
|
|
|
8.6
|
|
|||||
Interest expense
|
10.6
|
|
|
6.6
|
|
|
(1.5
|
)
|
|
—
|
|
|
15.7
|
|
|||||
Other expense, net
|
0.9
|
|
|
0.4
|
|
|
9.8
|
|
|
—
|
|
|
11.1
|
|
|||||
Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries
|
(21.8
|
)
|
|
64.3
|
|
|
155.2
|
|
|
—
|
|
|
197.7
|
|
|||||
Provision for income taxes
|
(8.1
|
)
|
|
27.0
|
|
|
38.7
|
|
|
—
|
|
|
57.6
|
|
|||||
Equity in net income of affiliates
|
0.1
|
|
|
(0.5
|
)
|
|
(7.4
|
)
|
|
—
|
|
|
(7.8
|
)
|
|||||
Equity in net income of subsidiaries
|
(153.9
|
)
|
|
(84.8
|
)
|
|
—
|
|
|
238.7
|
|
|
—
|
|
|||||
Consolidated net income
|
140.1
|
|
|
122.6
|
|
|
123.9
|
|
|
(238.7
|
)
|
|
147.9
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
|
7.8
|
|
|||||
Net income attributable to Lear
|
$
|
140.1
|
|
|
$
|
122.6
|
|
|
$
|
116.1
|
|
|
$
|
(238.7
|
)
|
|
$
|
140.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated comprehensive income
|
$
|
41.7
|
|
|
$
|
113.9
|
|
|
$
|
35.5
|
|
|
$
|
(140.2
|
)
|
|
$
|
50.9
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
9.2
|
|
|||||
Comprehensive income attributable to Lear
|
$
|
41.7
|
|
|
$
|
113.9
|
|
|
$
|
26.3
|
|
|
$
|
(140.2
|
)
|
|
$
|
41.7
|
|
|
Nine Months Ended September 26, 2015
|
||||||||||||||||||
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Unaudited; in millions)
|
||||||||||||||||||
Net sales
|
$
|
319.2
|
|
|
$
|
6,151.3
|
|
|
$
|
10,925.4
|
|
|
$
|
(3,909.1
|
)
|
|
$
|
13,486.8
|
|
Cost of sales
|
465.1
|
|
|
5,549.0
|
|
|
10,052.7
|
|
|
(3,909.1
|
)
|
|
12,157.7
|
|
|||||
Selling, general and administrative expenses
|
197.5
|
|
|
50.7
|
|
|
192.6
|
|
|
—
|
|
|
440.8
|
|
|||||
Intercompany operating (income) expense, net
|
(331.1
|
)
|
|
204.1
|
|
|
127.0
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of intangible assets
|
1.3
|
|
|
15.6
|
|
|
22.6
|
|
|
—
|
|
|
39.5
|
|
|||||
Interest expense
|
54.5
|
|
|
18.7
|
|
|
(6.9
|
)
|
|
—
|
|
|
66.3
|
|
|||||
Other expense, net
|
26.0
|
|
|
1.5
|
|
|
32.9
|
|
|
—
|
|
|
60.4
|
|
|||||
Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries
|
(94.1
|
)
|
|
311.7
|
|
|
504.5
|
|
|
—
|
|
|
722.1
|
|
|||||
Provision for income taxes
|
(32.1
|
)
|
|
116.5
|
|
|
126.5
|
|
|
—
|
|
|
210.9
|
|
|||||
Equity in net income of affiliates
|
1.0
|
|
|
(2.1
|
)
|
|
(30.6
|
)
|
|
—
|
|
|
(31.7
|
)
|
|||||
Equity in net income of subsidiaries
|
(573.2
|
)
|
|
(274.1
|
)
|
|
—
|
|
|
847.3
|
|
|
—
|
|
|||||
Consolidated net income
|
510.2
|
|
|
471.4
|
|
|
408.6
|
|
|
(847.3
|
)
|
|
542.9
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
|
32.7
|
|
|||||
Net income attributable to Lear
|
$
|
510.2
|
|
|
$
|
471.4
|
|
|
$
|
375.9
|
|
|
$
|
(847.3
|
)
|
|
$
|
510.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated comprehensive income
|
$
|
325.8
|
|
|
$
|
443.4
|
|
|
$
|
238.5
|
|
|
$
|
(651.7
|
)
|
|
$
|
356.0
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
30.2
|
|
|
—
|
|
|
30.2
|
|
|||||
Comprehensive income attributable to Lear
|
$
|
325.8
|
|
|
$
|
443.4
|
|
|
$
|
208.3
|
|
|
$
|
(651.7
|
)
|
|
$
|
325.8
|
|
|
Nine Months Ended September 27, 2014
|
||||||||||||||||||
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Unaudited; in millions)
|
||||||||||||||||||
Net sales
|
$
|
351.3
|
|
|
$
|
5,252.5
|
|
|
$
|
11,189.0
|
|
|
$
|
(3,615.2
|
)
|
|
$
|
13,177.6
|
|
Cost of sales
|
496.5
|
|
|
4,789.5
|
|
|
10,406.0
|
|
|
(3,615.2
|
)
|
|
12,076.8
|
|
|||||
Selling, general and administrative expenses
|
163.0
|
|
|
34.3
|
|
|
205.5
|
|
|
—
|
|
|
402.8
|
|
|||||
Intercompany operating (income) expense, net
|
(331.4
|
)
|
|
212.6
|
|
|
118.8
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of intangible assets
|
1.3
|
|
|
3.6
|
|
|
20.5
|
|
|
—
|
|
|
25.4
|
|
|||||
Interest expense
|
34.8
|
|
|
17.8
|
|
|
(5.5
|
)
|
|
—
|
|
|
47.1
|
|
|||||
Other expense, net
|
20.8
|
|
|
0.8
|
|
|
35.5
|
|
|
—
|
|
|
57.1
|
|
|||||
Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries
|
(33.7
|
)
|
|
193.9
|
|
|
408.2
|
|
|
—
|
|
|
568.4
|
|
|||||
Provision for income taxes
|
(13.4
|
)
|
|
80.1
|
|
|
96.4
|
|
|
—
|
|
|
163.1
|
|
|||||
Equity in net income of affiliates
|
0.7
|
|
|
(1.0
|
)
|
|
(28.7
|
)
|
|
—
|
|
|
(29.0
|
)
|
|||||
Equity in net income of subsidiaries
|
(431.6
|
)
|
|
(217.8
|
)
|
|
—
|
|
|
649.4
|
|
|
—
|
|
|||||
Consolidated net income
|
410.6
|
|
|
332.6
|
|
|
340.5
|
|
|
(649.4
|
)
|
|
434.3
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
23.7
|
|
|
—
|
|
|
23.7
|
|
|||||
Net income attributable to Lear
|
$
|
410.6
|
|
|
$
|
332.6
|
|
|
$
|
316.8
|
|
|
$
|
(649.4
|
)
|
|
$
|
410.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated comprehensive income
|
$
|
309.2
|
|
|
$
|
328.9
|
|
|
$
|
241.9
|
|
|
$
|
(547.8
|
)
|
|
$
|
332.2
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
23.0
|
|
|
—
|
|
|
23.0
|
|
|||||
Comprehensive income attributable to Lear
|
$
|
309.2
|
|
|
$
|
328.9
|
|
|
$
|
218.9
|
|
|
$
|
(547.8
|
)
|
|
$
|
309.2
|
|
|
Nine Months Ended September 26, 2015
|
||||||||||||||||||
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Unaudited; in millions)
|
||||||||||||||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
109.3
|
|
|
$
|
86.4
|
|
|
$
|
623.8
|
|
|
$
|
(133.5
|
)
|
|
$
|
686.0
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
(26.4
|
)
|
|
(79.8
|
)
|
|
(221.5
|
)
|
|
—
|
|
|
(327.7
|
)
|
|||||
Acquisition of Eagle Ottawa, net of cash acquired and use of $350 million restricted cash (see non-cash investing activities below) (Note 2)
|
(485.5
|
)
|
|
1.2
|
|
|
19.0
|
|
|
—
|
|
|
(465.3
|
)
|
|||||
Intercompany transactions
|
385.4
|
|
|
(21.9
|
)
|
|
24.2
|
|
|
(387.7
|
)
|
|
—
|
|
|||||
Other, net
|
(31.1
|
)
|
|
7.8
|
|
|
12.7
|
|
|
—
|
|
|
(10.6
|
)
|
|||||
Net cash used in investing activities
|
(157.6
|
)
|
|
(92.7
|
)
|
|
(165.6
|
)
|
|
(387.7
|
)
|
|
(803.6
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit agreement borrowings
|
500.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|||||
Credit agreement repayments
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|||||
Repurchase of senior notes, net of use of $250 million restricted cash in 2015 (see non-cash financing activities below) (Note 8)
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||||
Repurchase of common stock
|
(383.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(383.0
|
)
|
|||||
Dividends paid to Lear Corporation stockholders
|
(60.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60.0
|
)
|
|||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|
—
|
|
|
(16.2
|
)
|
|||||
Intercompany transactions
|
30.4
|
|
|
6.4
|
|
|
(558.0
|
)
|
|
521.2
|
|
|
—
|
|
|||||
Other, net
|
(53.5
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
|
|
|
(53.6
|
)
|
|||||
Net cash provided by (used in) financing activities
|
25.8
|
|
|
6.4
|
|
|
(574.3
|
)
|
|
521.2
|
|
|
(20.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of foreign currency translation
|
—
|
|
|
—
|
|
|
(32.8
|
)
|
|
—
|
|
|
(32.8
|
)
|
|||||
Net Change in Cash and Cash Equivalents
|
(22.5
|
)
|
|
0.1
|
|
|
(148.9
|
)
|
|
—
|
|
|
(171.3
|
)
|
|||||
Cash and Cash Equivalents as of Beginning of Period
|
377.8
|
|
|
—
|
|
|
716.3
|
|
|
—
|
|
|
1,094.1
|
|
|||||
Cash and Cash Equivalents as of End of Period
|
$
|
355.3
|
|
|
$
|
0.1
|
|
|
$
|
567.4
|
|
|
$
|
—
|
|
|
$
|
922.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-cash Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash restricted for use — acquisition of Eagle Ottawa
|
$
|
(350.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(350.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-cash Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash restricted for use — repurchase of senior notes
|
$
|
(250.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(250.0
|
)
|
|
Nine Months Ended September 27, 2014
|
||||||||||||||||||
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(Unaudited; in millions)
|
||||||||||||||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
53.3
|
|
|
$
|
14.2
|
|
|
$
|
350.1
|
|
|
$
|
(5.9
|
)
|
|
$
|
411.7
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
(10.0
|
)
|
|
(57.2
|
)
|
|
(213.6
|
)
|
|
—
|
|
|
(280.8
|
)
|
|||||
Intercompany transactions
|
255.5
|
|
|
(35.3
|
)
|
|
1.9
|
|
|
(222.1
|
)
|
|
—
|
|
|||||
Other, net
|
(5.9
|
)
|
|
15.3
|
|
|
(18.4
|
)
|
|
—
|
|
|
(9.0
|
)
|
|||||
Net cash provided by (used in) investing activities
|
239.6
|
|
|
(77.2
|
)
|
|
(230.1
|
)
|
|
(222.1
|
)
|
|
(289.8
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of senior notes
|
325.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325.0
|
|
|||||
Repurchase of senior notes
|
(327.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(327.1
|
)
|
|||||
Payment of debt issuance and other financing costs
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|||||
Repurchase of common stock
|
(259.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(259.4
|
)
|
|||||
Dividends paid to Lear Corporation stockholders
|
(49.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.6
|
)
|
|||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(17.5
|
)
|
|
—
|
|
|
(17.5
|
)
|
|||||
Intercompany transactions
|
(8.1
|
)
|
|
63.0
|
|
|
(282.9
|
)
|
|
228.0
|
|
|
—
|
|
|||||
Other, net
|
(21.7
|
)
|
|
—
|
|
|
(17.5
|
)
|
|
—
|
|
|
(39.2
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(344.7
|
)
|
|
63.0
|
|
|
(317.9
|
)
|
|
228.0
|
|
|
(371.6
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of foreign currency translation
|
—
|
|
|
—
|
|
|
(15.3
|
)
|
|
—
|
|
|
(15.3
|
)
|
|||||
Net Change in Cash and Cash Equivalents
|
(51.8
|
)
|
|
—
|
|
|
(213.2
|
)
|
|
—
|
|
|
(265.0
|
)
|
|||||
Cash and Cash Equivalents as of Beginning of Period
|
343.5
|
|
|
0.1
|
|
|
794.1
|
|
|
—
|
|
|
1,137.7
|
|
|||||
Cash and Cash Equivalents as of End of Period
|
$
|
291.7
|
|
|
$
|
0.1
|
|
|
$
|
580.9
|
|
|
$
|
—
|
|
|
$
|
872.7
|
|
|
September 26, 2015
|
|
December 31, 2014
|
||||
Credit agreement — Term Loan Facility
|
$
|
496.9
|
|
|
$
|
—
|
|
Senior notes
|
1,475.0
|
|
|
1,718.7
|
|
||
|
1,971.9
|
|
|
1,718.7
|
|
||
Less — Current portion
|
(15.6
|
)
|
|
(243.7
|
)
|
||
Long-term debt
|
$
|
1,956.3
|
|
|
$
|
1,475.0
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 26,
2015 |
|
September 27,
2014 |
|
September 26,
2015 |
|
September 27,
2014 |
||||||||
Costs related to restructuring actions, including manufacturing inefficiencies of $2 million and $5 million in the three and nine months ended September 26, 2015, respectively, and $1 million and $4 million in the three and nine months ended September 27, 2014, respectively
|
$
|
17
|
|
|
$
|
22
|
|
|
$
|
77
|
|
|
$
|
91
|
|
Acquisition and other related costs
|
3
|
|
|
3
|
|
|
11
|
|
|
5
|
|
||||
Acquisition-related inventory fair value adjustment
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
Loss on redemption of bonds
|
—
|
|
|
—
|
|
|
14
|
|
|
18
|
|
||||
(Gain) loss related to affiliate
|
—
|
|
|
(5
|
)
|
|
2
|
|
|
(4
|
)
|
||||
Tax benefits, net
|
(2
|
)
|
|
(7
|
)
|
|
(32
|
)
|
|
(40
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
September 26, 2015
|
|
September 27, 2014
|
|
September 26, 2015
|
|
September 27, 2014
|
||||||||||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Seating
|
$
|
3,357.1
|
|
|
77.5
|
%
|
|
$
|
3,188.4
|
|
|
75.3
|
%
|
|
$
|
10,419.8
|
|
|
77.3
|
%
|
|
$
|
9,857.9
|
|
|
74.8
|
%
|
Electrical
|
973.2
|
|
|
22.5
|
|
|
1,044.3
|
|
|
24.7
|
|
|
3,067.0
|
|
|
22.7
|
|
|
3,319.7
|
|
|
25.2
|
|
||||
Net sales
|
4,330.3
|
|
|
100.0
|
|
|
4,232.7
|
|
|
100.0
|
|
13,486.8
|
|
|
100.0
|
|
|
13,177.6
|
|
|
100.0
|
|
|||||
Cost of sales
|
3,877.1
|
|
|
89.5
|
|
|
3,871.5
|
|
|
91.5
|
|
|
12,157.7
|
|
|
90.1
|
|
|
12,076.8
|
|
|
91.6
|
|
||||
Gross profit
|
453.2
|
|
|
10.5
|
|
|
361.2
|
|
|
8.5
|
|
|
1,329.1
|
|
|
9.9
|
|
|
1,100.8
|
|
|
8.4
|
|
||||
Selling, general and administrative expenses
|
137.6
|
|
|
3.2
|
|
|
128.1
|
|
|
3.0
|
|
|
440.8
|
|
|
3.3
|
|
|
402.8
|
|
|
3.1
|
|
||||
Amortization of intangible assets
|
13.0
|
|
|
0.3
|
|
|
8.6
|
|
|
0.2
|
|
|
39.5
|
|
|
0.3
|
|
|
25.4
|
|
|
0.2
|
|
||||
Interest expense
|
21.4
|
|
|
0.5
|
|
|
15.7
|
|
|
0.4
|
|
|
66.3
|
|
|
0.5
|
|
|
47.1
|
|
|
0.4
|
|
||||
Other expense, net
|
21.7
|
|
|
0.5
|
|
|
11.1
|
|
|
0.3
|
|
|
60.4
|
|
|
0.4
|
|
|
57.1
|
|
|
0.4
|
|
||||
Provision for income taxes
|
76.1
|
|
|
1.7
|
|
|
57.6
|
|
|
1.3
|
|
|
210.9
|
|
|
1.6
|
|
|
163.1
|
|
|
1.2
|
|
||||
Equity in net income of affiliates
|
(9.9
|
)
|
|
(0.2
|
)
|
|
(7.8
|
)
|
|
(0.2
|
)
|
|
(31.7
|
)
|
|
(0.2
|
)
|
|
(29.0
|
)
|
|
(0.2
|
)
|
||||
Net income attributable to noncontrolling interests
|
12.3
|
|
|
0.3
|
|
|
7.8
|
|
|
0.2
|
|
|
32.7
|
|
|
0.2
|
|
|
23.7
|
|
|
0.2
|
|
||||
Net income attributable to Lear
|
$
|
181.0
|
|
|
4.2
|
%
|
|
$
|
140.1
|
|
|
3.3
|
%
|
|
$
|
510.2
|
|
|
3.8
|
%
|
|
$
|
410.6
|
|
|
3.1
|
%
|
(in millions)
|
|
Cost of Sales
|
||
Third quarter 2014
|
|
$
|
3,871.5
|
|
Material cost
|
|
(7.8
|
)
|
|
Labor and other
|
|
11.0
|
|
|
Depreciation
|
|
2.4
|
|
|
Third quarter 2015
|
|
$
|
3,877.1
|
|
|
Three months ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
Net sales
|
$
|
3,357.1
|
|
|
$
|
3,188.4
|
|
Segment earnings
(1)
|
234.2
|
|
|
154.9
|
|
||
Margin
|
7.0
|
%
|
|
4.9
|
%
|
(1)
|
See definition above.
|
|
Three months ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
Net sales
|
$
|
973.2
|
|
|
$
|
1,044.3
|
|
Segment earnings
(1)
|
132.6
|
|
|
136.7
|
|
||
Margin
|
13.6
|
%
|
|
13.1
|
%
|
(1)
|
See definition above.
|
|
Three months ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
Segment earnings
(1)
|
(64.2
|
)
|
|
(67.1
|
)
|
||
Margin
|
N/A
|
|
|
N/A
|
|
(1)
|
See definition above.
|
(in millions)
|
|
Cost of Sales
|
||
First nine months 2014
|
|
$
|
12,076.8
|
|
Material cost
|
|
66.4
|
|
|
Labor and other
|
|
6.4
|
|
|
Depreciation
|
|
8.1
|
|
|
First nine months 2015
|
|
$
|
12,157.7
|
|
|
Nine Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
Net sales
|
$
|
10,419.8
|
|
|
$
|
9,857.9
|
|
Segment earnings
(1)
|
644.8
|
|
|
471.3
|
|
||
Margin
|
6.2
|
%
|
|
4.8
|
%
|
(1)
|
See definition above.
|
|
Nine Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
Net sales
|
$
|
3,067.0
|
|
|
$
|
3,319.7
|
|
Segment earnings
(1)
|
411.5
|
|
|
413.3
|
|
||
Margin
|
13.4
|
%
|
|
12.4
|
%
|
(1)
|
See definition above.
|
|
Nine Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
Segment earnings
(1)
|
(207.5
|
)
|
|
(212.0
|
)
|
||
Margin
|
N/A
|
|
|
N/A
|
|
(1)
|
See definition above.
|
•
|
general economic conditions in the markets in which we operate, including changes in interest rates or currency exchange rates;
|
•
|
currency controls and the ability to economically hedge currencies;
|
•
|
the financial condition and restructuring actions of our customers and suppliers;
|
•
|
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;
|
•
|
disruptions in the relationships with our suppliers;
|
•
|
labor disputes involving us or our significant customers or suppliers or that otherwise affect us;
|
•
|
the outcome of customer negotiations and the impact of customer-imposed price reductions;
|
•
|
the impact and timing of program launch costs and our management of new program launches;
|
•
|
the costs, timing and success of restructuring actions;
|
•
|
increases in our warranty, product liability or recall costs;
|
•
|
risks associated with conducting business in foreign countries;
|
•
|
the impact of regulations on our foreign operations;
|
•
|
the operational and financial success of our joint ventures;
|
•
|
competitive conditions impacting us and our key customers and suppliers;
|
•
|
disruptions to our information technology systems, including those related to cybersecurity;
|
•
|
the cost and availability of raw materials, energy, commodities and product components and our ability to mitigate such 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;
|
•
|
unanticipated changes in cash flow, including our ability to align our vendor payment terms with those of our customers;
|
•
|
limitations imposed by our existing indebtedness and our ability to access capital markets on commercially reasonable terms;
|
•
|
impairment charges initiated by adverse industry or market developments;
|
•
|
our ability to execute our strategic objectives;
|
•
|
changes in discount rates and the actual return on pension assets;
|
•
|
costs associated with compliance with environmental laws and regulations;
|
•
|
developments or assertions by or against us relating to intellectual property rights;
|
•
|
our ability to utilize our net operating loss, capital loss and tax credit carryforwards;
|
•
|
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; and
|
•
|
other risks described in Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended
December 31, 2014
, and our other Securities and Exchange Commission ("SEC") filings.
|
(a)
|
Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Controls over Financial Reporting
|
Period
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs
|
|
Approximate Dollar
Value of Shares that
May Yet be
Purchased Under
the Program
(in millions)
|
||||
June 28, 2015 through August 1, 2015
|
114,000
|
|
|
$103.32
|
|
114,000
|
|
|
$
|
753.4
|
|
August 2, 2015 through August 29, 2015
|
822,628
|
|
|
$103.33
|
|
822,628
|
|
|
668.4
|
|
|
August 30, 2015 through September 26, 2015
|
492,500
|
|
|
$104.45
|
|
492,500
|
|
|
617.0
|
|
|
Total
|
1,429,128
|
|
|
$103.72
|
|
1,429,128
|
|
|
$
|
617.0
|
|
LEAR CORPORATION
|
|
|
|
|
|
|
|
Dated:
|
October 23, 2015
|
By:
|
/s/ Matthew J. Simoncini
|
|
|
|
Matthew J. Simoncini
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey H. Vanneste
|
|
|
|
Jeffrey H. Vanneste
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
Exhibit
Number
|
|
Exhibit
|
*
|
10.1
|
|
First Amendment dated August 20, 2015, to the Amended and Restated Credit Agreement, dated as of November 14, 2014, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
*
|
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.
|
*
|
Filed herewith.
|
**
|
Submitted electronically with the Report.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Lear Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
October 23, 2015
|
By:
|
/s/ Matthew J. Simoncini
|
|
|
|
Matthew J. Simoncini
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Lear Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
October 23, 2015
|
By:
|
/s/ Jeffrey H. Vanneste
|
|
|
|
Jeffrey H. Vanneste
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
|
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
October 23, 2015
|
Signed:
|
/s/ Matthew J. Simoncini
|
|
|
|
Matthew J. Simoncini
|
|
|
|
Chief Executive Officer
|
|
1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
|
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
October 23, 2015
|
Signed:
|
/s/ Jeffrey H. Vanneste
|
|
|
|
Jeffrey H. Vanneste
|
|
|
|
Chief Financial Officer
|