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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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13-3386776
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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21557 Telegraph Road, Southfield, MI
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48033
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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(1)
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Certain information is incorporated by reference, as indicated below, to the registrant’s Notice of Annual Meeting of Stockholders and Definitive Proxy Statement on Schedule 14A for its Annual Meeting of Stockholders to be held in May 2016 (the "Proxy Statement").
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(2)
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A portion of the information required is incorporated by reference to the Proxy Statement sections entitled "Election of Directors" and "Directors and Corporate Governance."
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(3)
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Incorporated by reference to the Proxy Statement sections entitled "Directors and Corporate Governance — Director Compensation," "Compensation Discussion and Analysis," "Executive Compensation," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report."
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(4)
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A portion of the information required is incorporated by reference to the Proxy Statement section entitled "Directors and Corporate Governance — Security Ownership of Certain Beneficial Owners, Directors and Management."
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(5)
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Incorporated by reference to the Proxy Statement sections entitled "Certain Relationships and Related Party Transactions" and "Directors and Corporate Governance — Independence of Directors."
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(6)
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Incorporated by reference to the Proxy Statement section entitled "Fees of Independent Accountants."
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•
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Continue to deliver profitable growth, balancing risks and returns
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•
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Maintain a strong balance sheet with investment grade credit metrics
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•
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Consistently return cash to our shareholders
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•
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Seating
— Our seating segment consists of the design, development, engineering, just-in-time assembly and delivery of complete seat systems, as well as the design, development, engineering and manufacture of all major seat components, including seat covers and surface materials such as leather and fabric, seat structures and mechanisms, seat foam and headrests. We also have capabilities in active sensing and comfort for seats, utilizing electronically controlled sensor and adjustment systems and internally developed algorithms.
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•
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Electrical
— Our electrical segment consists of the design, development, engineering and manufacture of complete electrical distribution systems that route electrical signals and manage electrical power within a vehicle. Key components in the electrical distribution system include wiring harnesses, terminals and connectors, junction boxes and high power components for hybrid and electric vehicles. We also design, develop, engineer and manufacture sophisticated electronic control modules that facilitate signal, data and power management within the vehicle. We have added capabilities in wireless communication modules that process various signals to, from and within the vehicle, including cellular, WiFi and GPS.
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(1)
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Production data based on IHS Automotive for vehicle weights up to 3.5 tons.
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(2)
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Production data for
2014
has been updated to reflect actual production levels.
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(1)
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Production data based on IHS Automotive for vehicle weights up to 3.5 tons.
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(2)
|
Production data for
2014
has been updated to reflect actual production levels.
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(In millions)
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2015
|
|
2014
|
|
% Change
|
||||
North America
|
$
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7,755.7
|
|
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$
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6,769.8
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|
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15%
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Europe and Africa
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6,756.1
|
|
|
7,004.6
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|
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(4)%
|
||
Asia
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3,235.5
|
|
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3,101.8
|
|
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4%
|
||
South America
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464.1
|
|
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851.1
|
|
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(45)%
|
||
Total
|
$
|
18,211.4
|
|
|
$
|
17,727.3
|
|
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3%
|
|
|
|
|
|
|
||||
China (consolidated)
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$
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2,141.9
|
|
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$
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2,092.9
|
|
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2%
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China (non-consolidated)
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1,508.0
|
|
|
1,434.2
|
|
|
5%
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•
|
Connectivity
— Customer and consumer demand to have constant communication and information exchange. This trend began with consumer demand to extend and integrate their mobile connectivity into the vehicle by connecting mobile devices with vehicle infotainment systems. Connectivity requirements will continue to grow as we believe that vehicles will increasingly have direct communication with cellular networks, satellites and other vehicles in the grid to enable more advanced safety and fuel efficiency functionality. Vehicles are effectively becoming smart devices on wheels as the automobile is increasingly becoming a platform connected to various types of communication networks. We expect these trends to continue, making the vehicle a constantly connected device, receiving and transmitting data through a variety of signals, which communicate directly with the on-board vehicle network.
|
•
|
Safety
— Customer and consumer demand for safety features and systems that protect vehicle occupants when a crash occurs, and also, with an increasing prevalence, for advanced driver assistance systems that proactively respond to driving situations to reduce the likelihood or severity of a crash.
|
•
|
Efficiency
— Customer and consumer demand for more energy efficient vehicles that meet increasingly strict fuel economy and emission standards and reduce the environmental impact of automobiles. This requires further use of electronically controlled powertrains and related components to improve fuel efficiency, adoption of alternative energy powertrains, such as hybrid, electric and other powertrain technologies that facilitate high power electrification of the vehicle, and use of lighter weight materials throughout the car.
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(In millions)
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2015
|
|
2014
|
|
2013
|
||||||
Revenues from external customers
|
$
|
14,098.5
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|
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$
|
13,310.6
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$
|
12,018.1
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|
Segment earnings
(1)
|
907.0
|
|
|
655.2
|
|
|
576.9
|
|
|||
Depreciation and amortization
|
239.3
|
|
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199.8
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181.3
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|
|||
Capital expenditures
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317.2
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|
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268.9
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|
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288.5
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|||
Total assets
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5,780.7
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|
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4,855.6
|
|
|
4,640.0
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(1)
|
As discussed in Note
2
"
Summary of Significant Accounting Policies
— Segment Reporting," segment earnings represents pretax income before equity in net income of affiliates, interest expense and other expense.
|
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues from external customers
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$
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4,112.9
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|
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$
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4,416.7
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|
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$
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4,215.9
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|
Segment earnings (1)
|
554.4
|
|
|
556.6
|
|
|
414.3
|
|
|||
Depreciation and amortization
|
99.3
|
|
|
103.3
|
|
|
96.4
|
|
|||
Capital expenditures
|
134.4
|
|
|
138.4
|
|
|
163.4
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|
|||
Total assets
|
1,572.9
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|
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1,609.9
|
|
|
1,658.3
|
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(1)
|
As discussed in Note
2
, "
Summary of Significant Accounting Policies
— Segment Reporting," segment earnings represents pretax income before equity in net income of affiliates, interest expense and other expense.
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Region
|
2015
|
|
2014
|
||
United States and Canada
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10,200
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|
|
9,800
|
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Mexico
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46,600
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|
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41,000
|
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Central and South America
|
10,400
|
|
|
11,200
|
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Europe and Africa
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47,200
|
|
|
43,200
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Asia
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21,800
|
|
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20,000
|
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Total
|
136,200
|
|
|
125,200
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Country
|
Name
|
Ownership
Percentage
|
China
|
Shanghai Lear STEC Automotive Parts Co., Ltd.
|
55%
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China
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Beijing BAI Lear Automotive Systems Co., Ltd.
|
50
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China
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Beijing Lear Automotive Electronics and Electrical Products Co., Ltd.
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50
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China
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Jiangxi Jiangling Lear Interior Systems Co., Ltd.
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50
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China
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Lear Dongfeng Automotive Seating Co., Ltd.
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50
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China
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Changchun Lear FAWSN Automotive Electrical and Electronics Co., Ltd.
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49
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China
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Changchun Lear FAWSN Automotive Seat Systems Co., Ltd.
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49
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China
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Beijing Lear Dymos Automotive Systems Co., Ltd.
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40
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Honduras
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Honduras Electrical Distribution Systems S. de R.L. de C.V.
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49
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India
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Dymos Lear Automotive India Private Limited
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35
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Korea
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Dong Kwang Lear Yuhan Hoesa
|
50
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Spain
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Industrias Cousin Freres, S.L.
|
50
|
United States
|
Kyungshin-Lear Sales and Engineering LLC
|
49
|
United States
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eLumigen, LLC
|
30
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United States
|
RevoLaze, LLC
|
20
|
United States
|
HB Polymer Company, LLC
|
10
|
•
|
Our industry is cyclical and a decline in the production levels of our major customers, particularly with respect to models for which we are a significant supplier, could adversely affect our financial performance.
|
•
|
The loss of business with respect to, or the lack of commercial success of, a vehicle model for which we are a significant supplier could adversely affect our financial performance.
|
•
|
Our inability to achieve product cost reductions which offset customer-imposed price reductions could adversely affect our financial performance.
|
•
|
Increases in the costs and restrictions on the availability of raw materials, energy, commodities and product components could adversely affect our financial performance.
|
•
|
Adverse developments affecting or the financial distress of one or more of our suppliers could adversely affect our financial performance.
|
•
|
Our substantial international operations make us vulnerable to risks associated with doing business in foreign countries.
|
•
|
exposure to local economic conditions;
|
•
|
political, economic and civil instability and uncertainty (including acts of terrorism, civil unrest, drug-cartel related and other forms of violence and outbreaks of war);
|
•
|
labor unrest;
|
•
|
expropriation and nationalization;
|
•
|
currency exchange rate fluctuations, currency controls and the ability to economically hedge currencies;
|
•
|
withholding and other taxes on remittances and other payments by subsidiaries;
|
•
|
investment restrictions or requirements;
|
•
|
repatriation restrictions or requirements;
|
•
|
export and import restrictions and increases in duties and tariffs;
|
•
|
increases in working capital requirements related to long supply chains; and
|
•
|
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.
|
•
|
Certain of our operations are conducted through joint ventures which have unique risks.
|
•
|
We operate in a highly competitive industry and efforts by our competitors to gain market share could adversely affect our financial performance.
|
•
|
Our inability to effectively manage the timing, quality and costs of new program launches could adversely affect our financial performance.
|
•
|
A significant labor dispute involving us or one or more of our customers or suppliers or that could otherwise affect our operations could adversely affect our financial performance.
|
•
|
Our existing indebtedness and the inability to access capital markets could restrict our business activities or our ability to execute our strategic objectives or adversely affect our financial performance.
|
•
|
Significant changes in discount rates, the actual return on pension assets and other factors could adversely affect our financial performance.
|
•
|
Impairment charges relating to our goodwill and long-lived assets could adversely affect our financial performance.
|
•
|
Our failure to execute our strategic objectives could adversely affect our financial performance.
|
•
|
A disruption in our information technology systems, including a disruption related to cybersecurity, could adversely affect our financial performance.
|
•
|
A significant product liability lawsuit, warranty claim or product recall involving us or one of our major customers could adversely affect our financial performance.
|
•
|
We are involved from time to time in various legal and regulatory proceedings and claims, which could adversely affect our financial performance.
|
•
|
New laws or regulations or changes in existing laws or regulations could adversely affect our financial performance.
|
•
|
We are subject to regulation of our international operations that could adversely affect our financial performance.
|
•
|
We are required to comply with environmental laws and regulations that could cause us to incur significant costs.
|
•
|
Developments or assertions by or against us relating to intellectual property rights could adversely affect our financial performance.
|
•
|
Our U.S. net operating loss, capital loss and tax credit carryforwards could be substantially limited if we experience an ownership change as defined in the Internal Revenue Code.
|
Name
|
Age
|
Position
|
Shari L. Burgess
|
57
|
Vice President, Treasurer and Chief Diversity Officer
|
Thomas A. DiDonato
|
57
|
Senior Vice President, Human Resources
|
Jay K. Kunkel
|
56
|
Senior Vice President and President, Asia-Pacific Operations
|
Terrence B. Larkin
|
61
|
Executive Vice President, Business Development, General Counsel and Corporate Secretary
|
James L. Murawski
|
64
|
Vice President, Corporate Controller and Chief Accounting Officer
|
Frank C. Orsini
|
43
|
Senior Vice President and President, Electrical
|
Raymond E. Scott
|
50
|
Executive Vice President and President, Seating
|
Matthew J. Simoncini
|
55
|
President and Chief Executive Officer
|
Melvin L. Stephens
|
60
|
Senior Vice President, Communications and Corporate & Investor Relations
|
Jeffrey H. Vanneste
|
56
|
Senior Vice President and Chief Financial Officer
|
Shari L. Burgess
|
Ms. Burgess is the Company’s Vice President, Treasurer and Chief Diversity Officer, a position she has held since January 2014. Previously, Ms. Burgess served as the Company’s Vice President and Treasurer since August 2002 and in various financial roles since joining the Company in 1992. Prior to joining the Company, Ms. Burgess served as the corporate controller for Victor International Corporation and as an audit manager for Ernst & Young LLP.
|
|
|
Thomas A. DiDonato
|
Mr. DiDonato is the Company’s Senior Vice President, Human Resources, a position he has held since April 2012. Prior to joining the Company, Mr. DiDonato served as Executive Vice President, Human Resources for American Eagle Outfitters, Inc. since 2005, Chief People Officer for H.J. Heinz since 2004 and Senior Vice President, Human Resources for Heinz North America since 2001. Earlier experiences include directing human resources for a $14 billion division of Merck & Co. and heading worldwide staffing for Pepsico. Mr. DiDonato began his career at General Foods Corporation and moved up to manage the personnel at its largest manufacturing facility.
|
|
|
Jay K. Kunkel
|
Mr. Kunkel is the Company’s Senior Vice President and President, Asia-Pacific Operations, a position he has held since June 2013. Prior to joining the Company, Mr. Kunkel served as President Asia and as a Member of the Automotive Management Board for Continental A.G. since December 2007 and initially joined Continental A.G. in February 2005. Prior to joining Continental A.G., Mr. Kunkel served as a Director for SRP International Group Ltd. and held various positions of increasing responsibility at PricewaterhouseCoopers, Visteon, Mitsubishi and Chrysler.
|
|
|
2015
|
Price Range of
Common Stock
|
|
Cash
Dividend Per Share
|
||||||||
|
High
|
|
Low
|
|
|||||||
4
th
Quarter
|
$
|
127.00
|
|
|
$
|
103.20
|
|
|
$
|
0.25
|
|
3
rd
Quarter
|
115.81
|
|
|
89.71
|
|
|
0.25
|
|
|||
2
nd
Quarter
|
118.50
|
|
|
107.80
|
|
|
0.25
|
|
|||
1
st
Quarter
|
112.67
|
|
|
92.45
|
|
|
0.25
|
|
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) |
|
||||||
September 27, 2015 through October 31, 2015
|
67,609
|
|
|
$
|
123.88
|
|
|
67,609
|
|
|
$
|
608.6
|
|
|
November 1, 2015 through November 28, 2015
|
367,583
|
|
|
124.19
|
|
|
367,583
|
|
|
562.9
|
|
|
||
November 29, 2015 through December 31, 2015
|
405,872
|
|
|
123.96
|
|
|
405,872
|
|
|
512.6
|
|
|
||
Total
|
841,064
|
|
|
$
|
124.05
|
|
|
841,064
|
|
|
$
|
512.6
|
|
(1)
|
(1)
|
Remaining authorization as of
December 31, 2015
.
|
|
|
December 31,
2010 |
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2013 |
|
December 31,
2014 |
|
December 31,
2015 |
||||||||||||
Lear Corporation
|
|
$
|
100.00
|
|
|
$
|
81.50
|
|
|
$
|
97.23
|
|
|
$
|
169.86
|
|
|
$
|
207.56
|
|
|
$
|
262.24
|
|
S&P 500
|
|
$
|
100.00
|
|
|
$
|
102.11
|
|
|
$
|
118.43
|
|
|
$
|
156.77
|
|
|
$
|
178.22
|
|
|
$
|
180.67
|
|
Peer Group
(1)
|
|
$
|
100.00
|
|
|
$
|
79.25
|
|
|
$
|
93.17
|
|
|
$
|
153.13
|
|
|
$
|
168.84
|
|
|
$
|
149.15
|
|
(1)
|
We do not believe that there is a single published industry or line of business index that is appropriate for comparing stockholder returns. As a result, we have selected a peer group comprised of representative independent automotive
|
For the year ended December 31,
|
2015
(1)
|
|
2014
(2)
|
|
2013
(3)
|
|
2012
(4)
|
|
2011
(5)
|
||||||||||
Statement of Operations:
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
18,211.4
|
|
|
$
|
17,727.3
|
|
|
$
|
16,234.0
|
|
|
$
|
14,567.0
|
|
|
$
|
14,156.5
|
|
Gross profit
|
1,819.8
|
|
|
1,492.8
|
|
|
1,299.7
|
|
|
1,217.5
|
|
|
1,193.2
|
|
|||||
Selling, general and administrative expenses
|
580.5
|
|
|
529.9
|
|
|
528.7
|
|
|
479.3
|
|
|
485.6
|
|
|||||
Amortization of intangible assets
|
52.5
|
|
|
33.7
|
|
|
34.4
|
|
|
33.0
|
|
|
28.0
|
|
|||||
Interest expense
|
86.7
|
|
|
67.5
|
|
|
68.4
|
|
|
49.9
|
|
|
39.7
|
|
|||||
Other expense, net
(6)
|
68.6
|
|
|
74.3
|
|
|
58.1
|
|
|
6.4
|
|
|
24.2
|
|
|||||
Consolidated income before provision (benefit) for income taxes and equity in net income of affiliates
|
1,031.5
|
|
|
787.4
|
|
|
610.1
|
|
|
648.9
|
|
|
615.7
|
|
|||||
Provision (benefit) for income taxes
|
285.5
|
|
|
121.4
|
|
|
192.7
|
|
|
(638.0
|
)
|
|
68.8
|
|
|||||
Equity in net income of affiliates
|
(49.8
|
)
|
|
(36.3
|
)
|
|
(38.4
|
)
|
|
(30.3
|
)
|
|
(23.5
|
)
|
|||||
Consolidated net income
|
795.8
|
|
|
702.3
|
|
|
455.8
|
|
|
1,317.2
|
|
|
570.4
|
|
|||||
Net income attributable to noncontrolling interests
|
50.3
|
|
|
29.9
|
|
|
24.4
|
|
|
34.4
|
|
|
29.7
|
|
|||||
Net income attributable to Lear
|
$
|
745.5
|
|
|
$
|
672.4
|
|
|
$
|
431.4
|
|
|
$
|
1,282.8
|
|
|
$
|
540.7
|
|
For the year ended December 31,
|
2015
(1)
|
|
2014
(2)
|
|
2013
(3)
|
|
2012
(4)
|
|
2011
(5)
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
||||||||||||
Basic net income per share attributable to Lear
|
$
|
9.71
|
|
|
$
|
8.39
|
|
|
$
|
5.07
|
|
|
$
|
13.04
|
|
|
$
|
5.21
|
|
Diluted net income per share attributable to Lear
|
$
|
9.59
|
|
|
$
|
8.23
|
|
|
$
|
4.99
|
|
|
$
|
12.85
|
|
|
$
|
5.08
|
|
Weighted average shares outstanding – basic
|
76,754,270
|
|
|
80,187,516
|
|
|
85,094,889
|
|
|
98,388,228
|
|
|
103,750,223
|
|
|||||
Weighted average shares outstanding – diluted
|
77,767,017
|
|
|
81,728,479
|
|
|
86,415,786
|
|
|
99,825,686
|
|
|
106,344,367
|
|
|||||
Dividends per share
|
$
|
1.00
|
|
|
$
|
0.80
|
|
|
$
|
0.68
|
|
|
$
|
0.56
|
|
|
$
|
0.50
|
|
Statement of Cash Flows Data:
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from operating activities
|
$
|
1,271.1
|
|
|
$
|
927.8
|
|
|
$
|
820.1
|
|
|
$
|
729.8
|
|
|
$
|
790.3
|
|
Cash flows from investing activities
|
(965.3
|
)
|
|
(780.6
|
)
|
|
(403.9
|
)
|
|
(687.9
|
)
|
|
(303.2
|
)
|
|||||
Cash flows from financing activities
|
(156.3
|
)
|
|
(160.8
|
)
|
|
(698.5
|
)
|
|
(396.1
|
)
|
|
(372.3
|
)
|
|||||
Capital expenditures
|
485.8
|
|
|
424.7
|
|
|
460.6
|
|
|
458.3
|
|
|
329.5
|
|
|||||
Other Data
(unaudited):
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
(7)
|
9.4x
|
|
|
8.4x
|
|
|
6.8x
|
|
|
8.7x
|
|
|
10.1x
|
|
As of or for the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Balance Sheet Data:
(in millions)
(8)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
5,286.6
|
|
|
$
|
5,165.6
|
|
|
$
|
4,735.1
|
|
|
$
|
4,707.5
|
|
|
$
|
4,703.7
|
|
Total assets
|
9,405.8
|
|
|
9,113.1
|
|
|
8,303.0
|
|
|
8,164.0
|
|
|
6,969.3
|
|
|||||
Current liabilities
|
3,839.6
|
|
|
3,945.1
|
|
|
3,556.0
|
|
|
3,197.8
|
|
|
3,049.2
|
|
|||||
Long-term debt
|
1,931.7
|
|
|
1,454.0
|
|
|
1,042.3
|
|
|
616.1
|
|
|
682.7
|
|
|||||
Equity
|
3,017.7
|
|
|
3,029.3
|
|
|
3,149.5
|
|
|
3,612.2
|
|
|
2,561.1
|
|
|||||
Other Data
(unaudited):
|
|
|
|
|
|
|
|
|
|
||||||||||
Employees at year end
|
136,200
|
|
|
125,200
|
|
|
122,300
|
|
|
113,400
|
|
|
97,830
|
|
|||||
North American content per vehicle
(9)
|
$
|
443
|
|
|
$
|
398
|
|
|
$
|
377
|
|
|
$
|
370
|
|
|
$
|
381
|
|
North American vehicle production (in millions)
(10)
|
17.5
|
|
|
17.0
|
|
|
16.2
|
|
|
15.4
|
|
|
13.1
|
|
|||||
European content per vehicle
(11)
|
$
|
314
|
|
|
$
|
341
|
|
|
$
|
315
|
|
|
$
|
283
|
|
|
$
|
317
|
|
European vehicle production (in millions)
(12)
|
21.5
|
|
|
20.6
|
|
|
19.8
|
|
|
19.6
|
|
|
20.4
|
|
(1)
|
2015
results include $97.2 million of restructuring and related manufacturing inefficiency charges (including $3.9 million of fixed asset impairment charges), $10.9 million of transaction and other related costs, $15.8 million charge due to an acquisition-related inventory fair value adjustment, $14.3 million loss on the extinguishment of debt, $1.8 million loss related to an affiliate and $43.1 million of net tax benefits primarily related to restructuring charges, debt redemption costs, acquisition costs and various other items.
|
(2)
|
2014
results include $115.3 million of restructuring and related manufacturing inefficiency charges (including $0.5 million of fixed asset impairment charges), $5.3 million of transaction costs, $17.9 million loss on the extinguishment of debt, $0.8 million of losses related to affiliates and $149.1 million of net tax benefits primarily related to reductions in valuation allowances with respect to the deferred tax assets of certain foreign subsidiaries, reductions in tax reserves due to audit settlements, debt redemption costs, restructuring charges and various other items.
|
(3)
|
2013
results include $83.8 million of restructuring and related manufacturing inefficiency charges (including $9.2 million of fixed asset impairment charges),
$3.0 million
of costs related to a proxy contest, $7.3 million of losses and incremental costs related to the destruction of assets caused by a fire at one of our European production facilities, $3.6 million loss on the partial extinguishment of debt and
$27.8 million
of net tax benefits primarily related to restructuring, net changes in valuation allowances with respect to the deferred tax assets of certain foreign subsidiaries, the retroactive reinstatement of the U.S. research and development tax credit by the American Taxpayer Relief Act of 2012, which was signed into law on January 2, 2013, and various other items.
|
(4)
|
2012
results include $55.6 million of restructuring and related manufacturing inefficiency charges (including $6.0 million of fixed asset impairment charges), $6.2 million of transaction costs primarily related to advisory services for the acquisition of Guilford Mills, $10.1 million of fees and expenses related to our capital restructuring and other related matters, ($41.1) million of insurance recoveries, net of losses and incremental costs, related to the destruction of assets caused by a fire at one of our European production facilities, $5.1 million of gains related to affiliates, a $3.7 million loss on the partial extinguishment of debt and $764.4 million of net tax benefits primarily related to the reversal of a valuation allowance on our deferred tax assets in the United States, as well as changes in valuation allowances in certain foreign countries, reductions in tax reserves due to audit settlements and various other items.
|
(5)
|
2011
results include $70.9 million of restructuring and related manufacturing inefficiency charges (including $1.0 million of fixed asset impairment charges), $19.3 million of fees and expenses related to our capital restructuring and other related matters, $10.6 million of losses and incremental costs, net of insurance recoveries, related to the destruction of assets caused by a fire at one of our European production facilities, $5.8 million of gains related to affiliate transactions and $70.4 million of tax benefits primarily related to the reversal of full valuation allowances on the deferred tax assets of three foreign subsidiaries, as well as restructuring and various other items.
|
(6)
|
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 extinguishment of debt, gains and losses on the disposal of fixed assets and other miscellaneous income and expense.
|
(7)
|
"Fixed charges" consist of interest on debt, amortization of deferred financing fees and that portion of rental expenses representative of interest. "Earnings" consist of consolidated income before provision (benefit) for income taxes and equity in the undistributed net income of affiliates and fixed charges.
|
(8)
|
The balance sheet data for 2014, 2013, 2012 and 2011 has been restated to reflect the presentation of debt issuance costs as a reduction of current portion of long-term debt and long-term debt in conjunction with the 2015 adoption of Accounting Standards Update ("ASU") 2015-03, "Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," and ASU 2015-15, "Interest — Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting." In addition, the balance sheet data for 2014, 2013, 2012 and 2011 has been restated to reflect the presentation of all deferred tax assets and liabilities, as well as related valuation allowances, as non-current in conjunction with the 2015 adoption of ASU 2015-17, "Balance Sheet Classification of Deferred Taxes." For further information, see Note 6, "Debt," and Note 7, "Income Taxes," to the consolidated financial statements included in this Report.
|
(9)
|
"North American content per vehicle" is our net sales in North America divided by total North American vehicle production. Content per vehicle data excludes business conducted through non-consolidated joint ventures. Content per vehicle data for
2014
has been updated to reflect actual production levels.
|
(10)
|
"North American vehicle production" includes car and light truck production for vehicle weights up to 3.5 tons in the United States, Canada and Mexico as provided by IHS Automotive for
2015
,
2014
,
2013
and 2012 and Ward’s Automotive for 2011. Production data for
2014
has been updated to reflect actual production levels.
|
(11)
|
"European content per vehicle" is our net sales in Europe and Africa divided by total European and African vehicle production. Content per vehicle data excludes business conducted through non-consolidated joint ventures. Content per vehicle data for
2014
has been updated to reflect actual production levels.
|
(12)
|
"European vehicle production" includes car and light truck production for vehicle weights up to 3.5 tons in Austria, Belarus, Belgium, Bosnia, Bulgaria, Czech Republic, Finland, France, Germany, Hungary, Italy, Morocco, Netherlands, Norway, Poland, Portugal, Romania, Russia, Serbia, Slovakia, Slovenia, South Africa, Spain, Sweden, Turkey, Ukraine and the United Kingdom as provided by IHS Automotive. Production data for
2014
has been updated to reflect actual production levels.
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Costs related to restructuring actions, including manufacturing inefficiencies of $8 million in 2015, $8 million in 2014 and $6 million in 2013
|
$
|
97
|
|
|
$
|
115
|
|
|
$
|
84
|
|
Costs related to proxy contest
|
—
|
|
|
—
|
|
|
3
|
|
|||
Acquisition and other related costs
|
11
|
|
|
5
|
|
|
—
|
|
|||
Acquisition-related inventory fair value adjustment
|
16
|
|
|
—
|
|
|
—
|
|
|||
Losses and incremental costs related to the destruction of assets
|
—
|
|
|
—
|
|
|
7
|
|
|||
Labor-related litigation claims
|
—
|
|
|
—
|
|
|
7
|
|
|||
Losses on extinguishment of debt
|
14
|
|
|
18
|
|
|
4
|
|
|||
Loss related to affiliates, net
|
2
|
|
|
1
|
|
|
—
|
|
|||
Tax benefits, net
|
(43
|
)
|
|
(149
|
)
|
|
(28
|
)
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Seating
|
$
|
14,098.5
|
|
|
77.4
|
%
|
|
$
|
13,310.6
|
|
|
75.1
|
%
|
|
$
|
12,018.1
|
|
|
74.0
|
%
|
Electrical
|
4,112.9
|
|
|
22.6
|
|
|
4,416.7
|
|
|
24.9
|
|
|
4,215.9
|
|
|
26.0
|
|
|||
Net sales
|
18,211.4
|
|
|
100.0
|
|
|
17,727.3
|
|
|
100.0
|
|
|
16,234.0
|
|
|
100.0
|
|
|||
Cost of sales
|
16,391.6
|
|
|
90.0
|
|
|
16,234.5
|
|
|
91.6
|
|
|
14,934.3
|
|
|
92.0
|
|
|||
Gross profit
|
1,819.8
|
|
|
10.0
|
|
|
1,492.8
|
|
|
8.4
|
|
|
1,299.7
|
|
|
8.0
|
|
|||
Selling, general and administrative expenses
|
580.5
|
|
|
3.2
|
|
|
529.9
|
|
|
3.0
|
|
|
528.7
|
|
|
3.3
|
|
|||
Amortization of intangible assets
|
52.5
|
|
|
0.3
|
|
|
33.7
|
|
|
0.2
|
|
|
34.4
|
|
|
0.2
|
|
|||
Interest expense
|
86.7
|
|
|
0.4
|
|
|
67.5
|
|
|
0.3
|
|
|
68.4
|
|
|
0.4
|
|
|||
Other expense, net
|
68.6
|
|
|
0.4
|
|
|
74.3
|
|
|
0.4
|
|
|
58.1
|
|
|
0.3
|
|
|||
Provision for income taxes
|
285.5
|
|
|
1.6
|
|
|
121.4
|
|
|
0.7
|
|
|
192.7
|
|
|
1.2
|
|
|||
Equity in net income of affiliates
|
(49.8
|
)
|
|
(0.3
|
)
|
|
(36.3
|
)
|
|
(0.2
|
)
|
|
(38.4
|
)
|
|
(0.2
|
)
|
|||
Net income attributable to noncontrolling interests
|
50.3
|
|
|
0.3
|
|
|
29.9
|
|
|
0.2
|
|
|
24.4
|
|
|
0.1
|
|
|||
Net income attributable to Lear
|
$
|
745.5
|
|
|
4.1
|
%
|
|
$
|
672.4
|
|
|
3.8
|
%
|
|
$
|
431.4
|
|
|
2.7
|
%
|
(in millions)
|
|
Cost of Sales
|
||
2014
|
|
$
|
16,234.5
|
|
Material cost
|
|
97.1
|
|
|
Labor and other
|
|
46.1
|
|
|
Depreciation
|
|
13.9
|
|
|
2015
|
|
$
|
16,391.6
|
|
For the year ended December 31,
|
2015
|
|
2014
|
||||
Net sales
|
$
|
14,098.5
|
|
|
$
|
13,310.6
|
|
Segment earnings
(1)
|
907.0
|
|
|
655.2
|
|
||
Margin
|
6.4
|
%
|
|
4.9
|
%
|
(1)
|
See definition above.
|
For the year ended December 31,
|
2015
|
|
2014
|
||||
Net sales
|
$
|
4,112.9
|
|
|
$
|
4,416.7
|
|
Segment earnings
(1)
|
554.4
|
|
|
556.6
|
|
||
Margin
|
13.5
|
%
|
|
12.6
|
%
|
(1)
|
See definition above.
|
For the year ended December 31,
|
2015
|
|
2014
|
||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
Segment earnings
(1)
|
(274.6
|
)
|
|
(282.6
|
)
|
||
Margin
|
N/A
|
|
|
N/A
|
|
(1)
|
See definition above.
|
(in millions)
|
|
Cost of Sales
|
||
2013
|
|
$
|
14,934.3
|
|
Material cost
|
|
1,114.1
|
|
|
Labor and other
|
|
159.9
|
|
|
Depreciation
|
|
26.2
|
|
|
2014
|
|
$
|
16,234.5
|
|
For the year ended December 31,
|
2014
|
|
2013
|
||||
Net sales
|
$
|
13,310.6
|
|
|
$
|
12,018.1
|
|
Segment earnings
(1)
|
655.2
|
|
|
576.9
|
|
||
Margin
|
4.9
|
%
|
|
4.8
|
%
|
(1)
|
See definition above.
|
For the year ended December 31,
|
2014
|
|
2013
|
||||
Net sales
|
$
|
4,416.7
|
|
|
$
|
4,215.9
|
|
Segment earnings
(1)
|
556.6
|
|
|
414.3
|
|
||
Margin
|
12.6
|
%
|
|
9.8
|
%
|
(1)
|
See definition above.
|
For the year ended December 31,
|
2014
|
|
2013
|
||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
Segment earnings
(1)
|
(282.6
|
)
|
|
(254.6
|
)
|
||
Margin
|
N/A
|
|
|
N/A
|
|
(1)
|
See definition above.
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,475.0
|
|
|
$
|
1,475.0
|
|
Credit agreement
|
21.9
|
|
|
34.4
|
|
|
46.9
|
|
|
37.4
|
|
|
350.0
|
|
|
—
|
|
|
490.6
|
|
|||||||
Scheduled interest payments
|
75.3
|
|
|
75.3
|
|
|
75.3
|
|
|
75.3
|
|
|
75.3
|
|
|
274.1
|
|
|
650.6
|
|
|||||||
Lease commitments
|
100.9
|
|
|
80.0
|
|
|
74.4
|
|
|
68.2
|
|
|
61.9
|
|
|
71.7
|
|
|
457.1
|
|
|||||||
Total
|
$
|
198.1
|
|
|
$
|
189.7
|
|
|
$
|
196.6
|
|
|
$
|
180.9
|
|
|
$
|
487.2
|
|
|
$
|
1,820.8
|
|
|
$
|
3,073.3
|
|
•
|
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 Part I — Item 1A, "Risk Factors," as well as the risks and information provided from time to time in our filings with the Securities and Exchange Commission.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,196.6
|
|
|
$
|
1,094.1
|
|
Accounts receivable
|
2,590.0
|
|
|
2,471.7
|
|
||
Inventories
|
947.6
|
|
|
853.7
|
|
||
Other
|
552.4
|
|
|
746.1
|
|
||
Total current assets
|
5,286.6
|
|
|
5,165.6
|
|
||
Long-Term Assets:
|
|
|
|
||||
Property, plant and equipment, net
|
1,826.5
|
|
|
1,624.7
|
|
||
Goodwill
|
1,053.8
|
|
|
726.2
|
|
||
Other
|
1,238.9
|
|
|
1,596.6
|
|
||
Total long-term assets
|
4,119.2
|
|
|
3,947.5
|
|
||
Total assets
|
$
|
9,405.8
|
|
|
$
|
9,113.1
|
|
Liabilities and Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable and drafts
|
$
|
2,504.4
|
|
|
$
|
2,525.3
|
|
Accrued liabilities
|
1,312.1
|
|
|
1,179.3
|
|
||
Current portion of long-term debt
|
23.1
|
|
|
240.5
|
|
||
Total current liabilities
|
3,839.6
|
|
|
3,945.1
|
|
||
Long-Term Liabilities:
|
|
|
|
||||
Long-term debt
|
1,931.7
|
|
|
1,454.0
|
|
||
Other
|
616.8
|
|
|
684.7
|
|
||
Total long-term liabilities
|
2,548.5
|
|
|
2,138.7
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, 100,000,000 shares authorized (including 10,896,250 shares of Series A convertible preferred stock authorized); no shares outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 300,000,000 shares authorized; 80,563,291 shares issued as of December 31, 2015 and 2014
|
0.8
|
|
|
0.8
|
|
||
Additional paid-in capital
|
1,451.9
|
|
|
1,475.2
|
|
||
Common stock held in treasury, 6,099,078 and 2,541,306 shares as of December 31, 2015 and 2014, respectively, at cost
|
(623.0
|
)
|
|
(176.9
|
)
|
||
Retained earnings
|
2,827.8
|
|
|
2,161.7
|
|
||
Accumulated other comprehensive loss
|
(730.1
|
)
|
|
(502.0
|
)
|
||
Lear Corporation stockholders’ equity
|
2,927.4
|
|
|
2,958.8
|
|
||
Noncontrolling interests
|
90.3
|
|
|
70.5
|
|
||
Equity
|
3,017.7
|
|
|
3,029.3
|
|
||
Total liabilities and equity
|
$
|
9,405.8
|
|
|
$
|
9,113.1
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
18,211.4
|
|
|
$
|
17,727.3
|
|
|
$
|
16,234.0
|
|
Cost of sales
|
16,391.6
|
|
|
16,234.5
|
|
|
14,934.3
|
|
|||
Selling, general and administrative expenses
|
580.5
|
|
|
529.9
|
|
|
528.7
|
|
|||
Amortization of intangible assets
|
52.5
|
|
|
33.7
|
|
|
34.4
|
|
|||
Interest expense
|
86.7
|
|
|
67.5
|
|
|
68.4
|
|
|||
Other expense, net
|
68.6
|
|
|
74.3
|
|
|
58.1
|
|
|||
Consolidated income before provision for income taxes and equity in net income of affiliates
|
1,031.5
|
|
|
787.4
|
|
|
610.1
|
|
|||
Provision for income taxes
|
285.5
|
|
|
121.4
|
|
|
192.7
|
|
|||
Equity in net income of affiliates
|
(49.8
|
)
|
|
(36.3
|
)
|
|
(38.4
|
)
|
|||
Consolidated net income
|
795.8
|
|
|
702.3
|
|
|
455.8
|
|
|||
Less: Net income attributable to noncontrolling interests
|
50.3
|
|
|
29.9
|
|
|
24.4
|
|
|||
Net income attributable to Lear
|
$
|
745.5
|
|
|
$
|
672.4
|
|
|
$
|
431.4
|
|
|
|
|
|
|
|
||||||
Basic net income per share attributable to Lear
|
$
|
9.71
|
|
|
$
|
8.39
|
|
|
$
|
5.07
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Lear
|
$
|
9.59
|
|
|
$
|
8.23
|
|
|
$
|
4.99
|
|
|
|
|
|
|
|
||||||
Average common shares outstanding
|
76,754,270
|
|
|
80,187,516
|
|
|
85,094,889
|
|
|||
|
|
|
|
|
|
||||||
Average diluted shares outstanding
|
77,767,017
|
|
|
81,728,479
|
|
|
86,415,786
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Consolidated net income
|
$
|
795.8
|
|
|
$
|
702.3
|
|
|
$
|
455.8
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Defined benefit plan adjustments
|
24.6
|
|
|
(114.7
|
)
|
|
145.4
|
|
|||
Derivative instruments and hedging activities
|
(5.5
|
)
|
|
(27.9
|
)
|
|
(8.0
|
)
|
|||
Foreign currency translation adjustments
|
(251.1
|
)
|
|
(195.2
|
)
|
|
(1.2
|
)
|
|||
Total other comprehensive income (loss)
|
(232.0
|
)
|
|
(337.8
|
)
|
|
136.2
|
|
|||
Consolidated comprehensive income
|
563.8
|
|
|
364.5
|
|
|
592.0
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
46.4
|
|
|
28.0
|
|
|
25.9
|
|
|||
Comprehensive income attributable to Lear
|
$
|
517.4
|
|
|
$
|
336.5
|
|
|
$
|
566.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional Paid-in Capital
|
|
Common
Stock Held in Treasury
|
|
Retained
Earnings
|
||||||||||
Balance at December 31, 2012
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
2,155.7
|
|
|
$
|
(517.9
|
)
|
|
$
|
2,149.0
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431.4
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431.4
|
|
|||||
Issuance of 195,974 shares of common stock related to exercises of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
59.4
|
|
|
(4.1
|
)
|
|
—
|
|
|||||
Excess tax benefits related to stock-based compensation
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Issuances of 207,468 shares held in treasury at an average price of $45.11 per share in settlement of stock-based compensation
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
|
9.4
|
|
|
—
|
|
|||||
Repurchases of 15,533,758 shares of common stock at an average price of $54.08 per share
|
—
|
|
|
—
|
|
|
(160.0
|
)
|
|
(840.1
|
)
|
|
—
|
|
|||||
Retirement of 20,000,000 shares held in treasury at average price of $49.53 per share
|
—
|
|
|
(0.2
|
)
|
|
(389.7
|
)
|
|
990.6
|
|
|
(600.7
|
)
|
|||||
Dividends declared to Lear Corporation stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59.4
|
)
|
|||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition of outstanding noncontrolling interests
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
1,652.9
|
|
|
$
|
(362.1
|
)
|
|
$
|
1,920.3
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
672.4
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
672.4
|
|
|||||
Issuance of 205,526 shares of common stock related to exercises of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
70.7
|
|
|
(22.4
|
)
|
|
—
|
|
|||||
Excess tax benefits related to stock-based compensation
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|||||
Issuances of 868,746 shares held in treasury at an average price of $50.19 per share in settlement of stock-based compensation
|
—
|
|
|
—
|
|
|
(43.6
|
)
|
|
43.6
|
|
|
—
|
|
|||||
Repurchases of 3,805,114 shares of common stock at an average price of $93.52 per share
|
—
|
|
|
—
|
|
|
(55.5
|
)
|
|
(355.9
|
)
|
|
—
|
|
|||||
Retirement of 8,000,000 shares held in treasury at average price of $64.98 per share
|
—
|
|
|
(0.1
|
)
|
|
(155.9
|
)
|
|
519.9
|
|
|
(363.9
|
)
|
|||||
Dividends declared to Lear Corporation stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67.1
|
)
|
|||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition of outstanding noncontrolling interests
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
|
||||||
Sale of controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
1,475.2
|
|
|
$
|
(176.9
|
)
|
|
$
|
2,161.7
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
745.5
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
745.5
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
65.7
|
|
|
(50.2
|
)
|
|
—
|
|
|||||
Excess tax benefits related to stock-based compensation
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|||||
Issuances of 807,015 shares held in treasury at an average price of $113.38 per share in settlement of stock-based compensation
|
—
|
|
|
—
|
|
|
(91.5
|
)
|
|
91.5
|
|
|
—
|
|
|||||
Repurchases of 4,366,365 shares of common stock at an average price of $111.62 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(487.4
|
)
|
|
—
|
|
|||||
Dividends declared to Lear Corporation stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.4
|
)
|
|||||
Dividends declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Sale of controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
1,451.9
|
|
|
$
|
(623.0
|
)
|
|
$
|
2,827.8
|
|
|
Accumulated Other Comprehensive Loss, net of tax
|
|
|
||||||||||||||||||||
|
Defined
Benefit Plans
|
|
Derivative
Instruments and
Hedging
Activities
|
|
Cumulative
Translation
Adjustments
|
|
Lear
Corporation
Stockholders’
Equity
|
|
Non-controlling
Interests
|
|
Equity
|
||||||||||||
Balance at December 31, 2012
|
$
|
(249.9
|
)
|
|
$
|
2.7
|
|
|
$
|
(53.6
|
)
|
|
$
|
3,487.1
|
|
|
$
|
125.1
|
|
|
$
|
3,612.2
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
431.4
|
|
|
24.4
|
|
|
455.8
|
|
||||||
Other comprehensive income (loss)
|
145.4
|
|
|
(8.0
|
)
|
|
(2.7
|
)
|
|
134.7
|
|
|
1.5
|
|
|
136.2
|
|
||||||
Total comprehensive income (loss)
|
145.4
|
|
|
(8.0
|
)
|
|
(2.7
|
)
|
|
566.1
|
|
|
25.9
|
|
|
592.0
|
|
||||||
Issuance of 195,974 shares of common stock related to exercises of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
55.3
|
|
|
—
|
|
|
55.3
|
|
||||||
Excess tax benefits related to stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||
Issuances of 207,468 shares held in treasury at an average price of $45.11 per share in settlement of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of 15,533,758 shares of common stock at an average price of $54.08 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000.1
|
)
|
|
—
|
|
|
(1,000.1
|
)
|
||||||
Retirement of 20,000,000 shares held in treasury at average price of $49.53 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared to Lear Corporation stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(59.4
|
)
|
|
—
|
|
|
(59.4
|
)
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.0
|
)
|
|
(44.0
|
)
|
||||||
Acquisition of outstanding noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|
(3.4
|
)
|
|
(6.6
|
)
|
||||||
Balance at December 31, 2013
|
$
|
(104.5
|
)
|
|
$
|
(5.3
|
)
|
|
$
|
(56.3
|
)
|
|
$
|
3,045.9
|
|
|
$
|
103.6
|
|
|
$
|
3,149.5
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
672.4
|
|
|
29.9
|
|
|
702.3
|
|
||||||
Other comprehensive income (loss)
|
(114.7
|
)
|
|
(27.9
|
)
|
|
(193.3
|
)
|
|
(335.9
|
)
|
|
(1.9
|
)
|
|
(337.8
|
)
|
||||||
Total comprehensive income (loss)
|
(114.7
|
)
|
|
(27.9
|
)
|
|
(193.3
|
)
|
|
336.5
|
|
|
28.0
|
|
|
364.5
|
|
||||||
Issuance of 205,526 shares of common stock related to exercises of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
48.3
|
|
|
—
|
|
|
48.3
|
|
||||||
Excess tax benefits related to stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||
Issuances of 868,746 shares held in treasury at an average price of $50.19 per share in settlement of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of 3,805,114 shares of common stock at an average price of $93.52 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(411.4
|
)
|
|
—
|
|
|
(411.4
|
)
|
||||||
Retirement of 8,000,000 shares held in treasury at average price of $64.98 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared to Lear Corporation stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(67.1
|
)
|
|
—
|
|
|
(67.1
|
)
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.9
|
)
|
|
(25.9
|
)
|
||||||
Acquisition of outstanding noncontrolling interests
|
|
|
|
|
|
|
5.7
|
|
|
(23.7
|
)
|
|
(18.0
|
)
|
|||||||||
Sale of controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
|
(11.5
|
)
|
||||||
Balance at December 31, 2014
|
$
|
(219.2
|
)
|
|
$
|
(33.2
|
)
|
|
$
|
(249.6
|
)
|
|
$
|
2,958.8
|
|
|
$
|
70.5
|
|
|
$
|
3,029.3
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
745.5
|
|
|
50.3
|
|
|
795.8
|
|
||||||
Other comprehensive income (loss)
|
24.6
|
|
|
(5.5
|
)
|
|
(247.2
|
)
|
|
(228.1
|
)
|
|
(3.9
|
)
|
|
(232.0
|
)
|
||||||
Total comprehensive income (loss)
|
24.6
|
|
|
(5.5
|
)
|
|
(247.2
|
)
|
|
517.4
|
|
|
46.4
|
|
|
563.8
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
||||||
Excess tax benefits related to stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
||||||
Issuances of 807,015 shares held in treasury at an average price of $113.38 per share in settlement of stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of 4,366,365 shares of common stock at an average price of $111.62 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(487.4
|
)
|
|
—
|
|
|
(487.4
|
)
|
||||||
Dividends declared to Lear Corporation stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.4
|
)
|
|
—
|
|
|
(79.4
|
)
|
||||||
Dividends declared to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.3
|
)
|
|
(29.3
|
)
|
||||||
Additions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
||||||
Balance at December 31, 2015
|
$
|
(194.6
|
)
|
|
$
|
(38.7
|
)
|
|
$
|
(496.8
|
)
|
|
$
|
2,927.4
|
|
|
$
|
90.3
|
|
|
$
|
3,017.7
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Consolidated net income
|
$
|
795.8
|
|
|
$
|
702.3
|
|
|
$
|
455.8
|
|
Adjustments to reconcile consolidated net income to net cash provided by operating activities –
|
|
|
|
|
|
||||||
Equity in net income of affiliates
|
(49.8
|
)
|
|
(36.3
|
)
|
|
(38.4
|
)
|
|||
Loss on extinguishment of debt
|
14.3
|
|
|
17.9
|
|
|
3.6
|
|
|||
Fixed asset impairment charges
|
5.7
|
|
|
2.6
|
|
|
11.1
|
|
|||
Deferred tax provision (benefit)
|
48.6
|
|
|
(58.0
|
)
|
|
45.4
|
|
|||
Depreciation and amortization
|
347.8
|
|
|
310.9
|
|
|
285.5
|
|
|||
Stock-based compensation
|
65.7
|
|
|
70.7
|
|
|
59.4
|
|
|||
Net change in recoverable customer engineering, development and tooling
|
(57.8
|
)
|
|
7.6
|
|
|
3.2
|
|
|||
Net change in working capital items (see below)
|
58.0
|
|
|
(140.2
|
)
|
|
(8.2
|
)
|
|||
Changes in other long-term liabilities
|
(20.2
|
)
|
|
5.4
|
|
|
(25.6
|
)
|
|||
Changes in other long-term assets
|
44.3
|
|
|
41.4
|
|
|
12.9
|
|
|||
Other, net
|
18.7
|
|
|
3.5
|
|
|
15.4
|
|
|||
Net cash provided by operating activities
|
1,271.1
|
|
|
927.8
|
|
|
820.1
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
(485.8
|
)
|
|
(424.7
|
)
|
|
(460.6
|
)
|
|||
Acquisitions, net of cash acquired and use of $350 million restricted cash in 2015 (see non-cash investing activities below) (Note 3)
|
(499.2
|
)
|
|
—
|
|
|
—
|
|
|||
Cash restricted for use - acquisition of Eagle Ottawa
|
—
|
|
|
(350.0
|
)
|
|
—
|
|
|||
Insurance proceeds
|
—
|
|
|
—
|
|
|
7.1
|
|
|||
Other, net
|
19.7
|
|
|
(5.9
|
)
|
|
49.6
|
|
|||
Net cash used in investing activities
|
(965.3
|
)
|
|
(780.6
|
)
|
|
(403.9
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Credit agreement borrowings
|
500.0
|
|
|
—
|
|
|
—
|
|
|||
Credit agreement repayments
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the issuance of senior notes
|
—
|
|
|
975.0
|
|
|
500.0
|
|
|||
Repurchase of senior notes, net of use of $250 million restricted cash in 2015 (see non-cash financing activities below) (Note 6)
|
(5.0
|
)
|
|
(327.1
|
)
|
|
(72.1
|
)
|
|||
Payment of debt issuance and other financing costs
|
—
|
|
|
(18.1
|
)
|
|
(13.4
|
)
|
|||
Cash restricted for use - repurchase of senior notes
|
—
|
|
|
(250.0
|
)
|
|
—
|
|
|||
Repurchase of common stock
|
(487.4
|
)
|
|
(411.4
|
)
|
|
(1,000.1
|
)
|
|||
Dividends paid to Lear Corporation stockholders
|
(78.5
|
)
|
|
(65.3
|
)
|
|
(58.4
|
)
|
|||
Dividends paid to noncontrolling interests
|
(27.8
|
)
|
|
(25.9
|
)
|
|
(44.0
|
)
|
|||
Other, net
|
(48.2
|
)
|
|
(38.0
|
)
|
|
(10.5
|
)
|
|||
Net cash used in financing activities
|
(156.3
|
)
|
|
(160.8
|
)
|
|
(698.5
|
)
|
|||
Effect of foreign currency translation
|
(47.0
|
)
|
|
(30.0
|
)
|
|
17.8
|
|
|||
Net Change in Cash and Cash Equivalents
|
102.5
|
|
|
(43.6
|
)
|
|
(264.5
|
)
|
|||
Cash and Cash Equivalents as of Beginning of Period
|
1,094.1
|
|
|
1,137.7
|
|
|
1,402.2
|
|
|||
Cash and Cash Equivalents as of End of Period
|
$
|
1,196.6
|
|
|
$
|
1,094.1
|
|
|
$
|
1,137.7
|
|
Changes in Working Capital Items:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
(173.4
|
)
|
|
$
|
(358.7
|
)
|
|
$
|
(239.6
|
)
|
Inventories
|
4.1
|
|
|
(91.2
|
)
|
|
(102.0
|
)
|
|||
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)
|
76.2
|
|
|
231.3
|
|
|
189.5
|
|
|||
Accrued liabilities and other
|
151.1
|
|
|
78.4
|
|
|
143.9
|
|
|||
Net change in working capital items
|
$
|
58.0
|
|
|
$
|
(140.2
|
)
|
|
$
|
(8.2
|
)
|
Supplementary Disclosure:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
85.6
|
|
|
$
|
70.7
|
|
|
$
|
64.2
|
|
Cash paid for income taxes, net of refunds received of $11.9 million in 2015, $24.0 million in 2014 and $12.6 million in 2013
|
$
|
218.7
|
|
|
$
|
154.6
|
|
|
$
|
152.9
|
|
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
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
December 31,
|
2015
|
|
2014
|
||||
Raw materials
|
$
|
706.8
|
|
|
$
|
668.3
|
|
Work-in-process
|
90.2
|
|
|
45.6
|
|
||
Finished goods
|
150.6
|
|
|
139.8
|
|
||
Inventories
|
$
|
947.6
|
|
|
$
|
853.7
|
|
December 31,
|
2015
|
|
2014
|
||||
Current
|
$
|
162.0
|
|
|
$
|
121.1
|
|
Long-term
|
53.7
|
|
|
47.6
|
|
||
Recoverable customer E&D and tooling
|
$
|
215.7
|
|
|
$
|
168.7
|
|
Buildings and improvements
|
10 to 40 years
|
Machinery and equipment
|
5 to 10 years
|
December 31,
|
2015
|
|
2014
|
||||
Land
|
$
|
97.9
|
|
|
$
|
105.2
|
|
Buildings and improvements
|
560.4
|
|
|
523.5
|
|
||
Machinery and equipment
|
2,125.8
|
|
|
1,847.0
|
|
||
Construction in progress
|
274.9
|
|
|
186.9
|
|
||
Total property, plant and equipment
|
3,059.0
|
|
|
2,662.6
|
|
||
Less – accumulated depreciation
|
(1,232.5
|
)
|
|
(1,037.9
|
)
|
||
Net property, plant and equipment
|
$
|
1,826.5
|
|
|
$
|
1,624.7
|
|
|
Seating
|
|
Electrical
|
|
Total
|
||||||
Balance as of December 31, 2013
|
$
|
757.2
|
|
|
$
|
—
|
|
|
$
|
757.2
|
|
Foreign currency translation and other
|
(31.0
|
)
|
|
—
|
|
|
(31.0
|
)
|
|||
Balance as of December 31, 2014
|
726.2
|
|
|
—
|
|
|
726.2
|
|
|||
Acquisitions
|
343.7
|
|
|
27.0
|
|
|
370.7
|
|
|||
Foreign currency translation and other
|
(43.1
|
)
|
|
—
|
|
|
(43.1
|
)
|
|||
Balance as of December 31, 2015
|
$
|
1,026.8
|
|
|
$
|
27.0
|
|
|
$
|
1,053.8
|
|
|
Gross Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Carrying
Value
|
|
Weighted
Average Useful
Life (years)
|
||||||
Technology
|
$
|
31.1
|
|
|
$
|
(19.4
|
)
|
|
$
|
11.7
|
|
|
7.7
|
Customer-based
|
406.0
|
|
|
(172.4
|
)
|
|
233.6
|
|
|
8.8
|
|||
Other
|
10.9
|
|
|
—
|
|
|
10.9
|
|
|
5.7
|
|||
Balance as of December 31, 2015
|
$
|
448.0
|
|
|
$
|
(191.8
|
)
|
|
$
|
256.2
|
|
|
8.7
|
|
Gross Carrying
Value
|
|
Accumulated
Amortization
|
|
Net Carrying
Value
|
|
Weighted
Average Useful
Life (years)
|
||||||
Technology
|
$
|
31.4
|
|
|
$
|
(16.3
|
)
|
|
$
|
15.1
|
|
|
9.0
|
Customer-based
|
214.9
|
|
|
(137.5
|
)
|
|
77.4
|
|
|
8.2
|
|||
Balance as of December 31, 2014
|
$
|
246.3
|
|
|
$
|
(153.8
|
)
|
|
$
|
92.5
|
|
|
8.4
|
Year
|
Expense
|
||
2016
|
$
|
49.7
|
|
2017
|
30.5
|
|
|
2018
|
28.7
|
|
|
2019
|
28.4
|
|
|
2020
|
26.6
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Other expense
|
$
|
71.4
|
|
|
$
|
82.4
|
|
|
$
|
59.9
|
|
Other income
|
(2.8
|
)
|
|
(8.1
|
)
|
|
(1.8
|
)
|
|||
Other expense, net
|
$
|
68.6
|
|
|
$
|
74.3
|
|
|
$
|
58.1
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to Lear
|
$
|
745.5
|
|
|
$
|
672.4
|
|
|
$
|
431.4
|
|
|
|
|
|
|
|
||||||
Average common shares outstanding
|
76,754,270
|
|
|
80,187,516
|
|
|
85,094,889
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per share attributable to Lear
|
$
|
9.71
|
|
|
$
|
8.39
|
|
|
$
|
5.07
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to Lear
|
$
|
745.5
|
|
|
$
|
672.4
|
|
|
$
|
431.4
|
|
|
|
|
|
|
|
||||||
Average common shares outstanding
|
76,754,270
|
|
|
80,187,516
|
|
|
85,094,889
|
|
|||
Dilutive effect of common stock equivalents
|
1,012,747
|
|
|
1,540,963
|
|
|
1,320,897
|
|
|||
Average diluted shares outstanding
|
77,767,017
|
|
|
81,728,479
|
|
|
86,415,786
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Lear
|
$
|
9.59
|
|
|
$
|
8.23
|
|
|
$
|
4.99
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Defined benefit plans:
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
(219.2
|
)
|
|
$
|
(104.5
|
)
|
|
$
|
(249.9
|
)
|
Reclassification adjustments (net of tax expense of $1.4 million, $— million and $4.4 million in 2015, 2014 and 2013, respectively)
|
4.2
|
|
|
0.1
|
|
|
11.0
|
|
|||
Other comprehensive income (loss) recognized during the period (net of tax benefit (expense) of ($6.9) million, $56.5 million and ($65.7) million in 2015, 2014 and 2013, respectively)
|
20.4
|
|
|
(114.8
|
)
|
|
134.4
|
|
|||
Balance at end of year
|
$
|
(194.6
|
)
|
|
$
|
(219.2
|
)
|
|
$
|
(104.5
|
)
|
Derivative instruments and hedging activities:
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
(33.2
|
)
|
|
$
|
(5.3
|
)
|
|
$
|
2.7
|
|
Reclassification adjustments (net of tax benefit (expense) of ($14.9) million, $1.8 million and $11.3 million in 2015, 2014 and 2013, respectively)
|
23.7
|
|
|
(6.4
|
)
|
|
(20.9
|
)
|
|||
Other comprehensive income (loss) recognized during the period (net of tax benefit (expense) of $18.4 million, $13.0 million and ($6.0) million in 2015, 2014 and 2013, respectively)
|
(29.2
|
)
|
|
(21.5
|
)
|
|
12.9
|
|
|||
Balance at end of year
|
$
|
(38.7
|
)
|
|
$
|
(33.2
|
)
|
|
$
|
(5.3
|
)
|
Cumulative translation adjustments:
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
(249.6
|
)
|
|
$
|
(56.3
|
)
|
|
$
|
(53.6
|
)
|
Other comprehensive loss recognized during the period (net of tax benefit (expense) of $6.0 million, $7.4 million and ($0.5) million in 2015, 2014 and 2013, respectively)
|
(247.2
|
)
|
|
(193.3
|
)
|
|
(2.7
|
)
|
|||
Balance at end of year
|
$
|
(496.8
|
)
|
|
$
|
(249.6
|
)
|
|
$
|
(56.3
|
)
|
Purchase price paid, net of cash acquired
|
|
$
|
815.3
|
|
Acquisition date contingent consideration
|
|
28.6
|
|
|
Net purchase price
|
|
$
|
843.9
|
|
|
|
|
||
Property, plant and equipment
|
|
$
|
142.4
|
|
Other assets purchased and liabilities assumed, net
|
|
146.5
|
|
|
Goodwill
|
|
343.7
|
|
|
Intangible assets
|
|
211.3
|
|
|
Purchase price allocation
|
|
$
|
843.9
|
|
|
Accrual as of
|
|
2015
|
|
Utilization
|
|
Accrual as of
|
||||||||||||
|
January 1, 2015
|
|
Charges
|
|
Cash
|
|
Non-cash
|
|
December 31, 2015
|
||||||||||
Employee termination benefits
|
$
|
45.1
|
|
|
$
|
70.0
|
|
|
$
|
(48.6
|
)
|
|
$
|
—
|
|
|
$
|
66.5
|
|
Asset impairments
|
—
|
|
|
3.9
|
|
|
—
|
|
|
(3.9
|
)
|
|
—
|
|
|||||
Contract termination costs
|
5.1
|
|
|
1.7
|
|
|
(1.5
|
)
|
|
—
|
|
|
5.3
|
|
|||||
Other related costs
|
—
|
|
|
5.5
|
|
|
(3.5
|
)
|
|
(2.0
|
)
|
|
—
|
|
|||||
Total
|
$
|
50.2
|
|
|
$
|
81.1
|
|
|
$
|
(53.6
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
71.8
|
|
|
Accrual as of
|
|
2014
|
|
Utilization
|
|
Accrual as of
|
||||||||||||
|
January 1, 2014
|
|
Charges
|
|
Cash
|
|
Non-cash
|
|
December 31, 2014
|
||||||||||
Employee termination benefits
|
$
|
38.7
|
|
|
$
|
88.6
|
|
|
$
|
(82.2
|
)
|
|
$
|
—
|
|
|
$
|
45.1
|
|
Asset impairments
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|||||
Contract termination costs
|
5.6
|
|
|
0.5
|
|
|
(1.0
|
)
|
|
—
|
|
|
5.1
|
|
|||||
Other related costs
|
—
|
|
|
17.4
|
|
|
(17.4
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
44.3
|
|
|
$
|
107.0
|
|
|
$
|
(100.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
50.2
|
|
|
Accrual as of
|
|
2013
|
|
Utilization
|
|
Accrual as of
|
||||||||||||
|
January 1, 2013
|
|
Charges
|
|
Cash
|
|
Non-cash
|
|
December 31, 2013
|
||||||||||
Employee termination benefits
|
$
|
38.5
|
|
|
$
|
54.1
|
|
|
$
|
(53.9
|
)
|
|
$
|
—
|
|
|
$
|
38.7
|
|
Asset impairments
|
—
|
|
|
9.2
|
|
|
—
|
|
|
(9.2
|
)
|
|
—
|
|
|||||
Contract termination costs
|
5.7
|
|
|
0.3
|
|
|
(0.4
|
)
|
|
—
|
|
|
5.6
|
|
|||||
Other related costs
|
—
|
|
|
11.8
|
|
|
(11.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
44.2
|
|
|
$
|
75.4
|
|
|
$
|
(66.1
|
)
|
|
$
|
(9.2
|
)
|
|
$
|
44.3
|
|
December 31,
|
2015
|
|
2014
|
|
2013
|
Shanghai Lear STEC Automotive Parts Co., Ltd. (China)
|
55%
|
|
55%
|
|
55%
|
Beijing BAI Lear Automotive Systems Co., Ltd. (China)
|
50
|
|
50
|
|
50
|
Beijing Lear Automotive Electronics and Electrical Products Co., Ltd. (China)
|
50
|
|
50
|
|
50
|
Dong Kwang Lear Yuhan Hoesa (Korea)
|
50
|
|
50
|
|
50
|
Industrias Cousin Freres, S.L. (Spain)
|
50
|
|
50
|
|
50
|
Jiangxi Jiangling Lear Interior Systems Co., Ltd. (China)
|
50
|
|
50
|
|
50
|
Lear Dongfeng Automotive Seating Co., Ltd. (China)
|
50
|
|
50
|
|
50
|
Changchun Lear FAWSN Automotive Electrical and Electronics Co., Ltd. (China)
|
49
|
|
49
|
|
49
|
Changchun Lear FAWSN Automotive Seat Systems Co., Ltd. (China)
|
49
|
|
49
|
|
49
|
Honduras Electrical Distribution Systems S. de R.L. de C.V. (Honduras)
|
49
|
|
49
|
|
49
|
Kyungshin-Lear Sales and Engineering LLC
|
49
|
|
49
|
|
49
|
Beijing Lear Dymos Automotive Systems Co., Ltd. (China)
|
40
|
|
40
|
|
40
|
Dymos Lear Automotive India Private Limited (India)
|
35
|
|
35
|
|
35
|
eLumigen, LLC
|
30
|
|
30
|
|
15
|
RevoLaze, LLC
|
20
|
|
20
|
|
20
|
HB Polymer Company, LLC
|
10
|
|
10
|
|
10
|
Tacle Seating USA, LLC
|
—
|
|
—
|
|
49
|
December 31,
|
2015
|
|
2014
|
||||
Balance sheet data:
|
|
|
|
||||
Current assets
|
$
|
977.7
|
|
|
$
|
909.3
|
|
Non-current assets
|
211.5
|
|
|
179.1
|
|
||
Current liabilities
|
823.2
|
|
|
723.4
|
|
||
Non-current liabilities
|
34.2
|
|
|
10.8
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Income statement data:
|
|
|
|
|
|
||||||
Net sales
|
$
|
2,087.8
|
|
|
$
|
2,074.4
|
|
|
$
|
1,831.7
|
|
Gross profit
|
155.5
|
|
|
123.4
|
|
|
119.6
|
|
|||
Income before provision for income taxes
|
127.4
|
|
|
112.3
|
|
|
106.9
|
|
|||
Net income attributable to affiliates
|
96.0
|
|
|
85.6
|
|
|
86.0
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Sales to affiliates
|
$
|
198.5
|
|
|
$
|
292.5
|
|
|
$
|
235.0
|
|
Purchases from affiliates
|
26.3
|
|
|
32.1
|
|
|
41.5
|
|
|||
Management and other fees for services provided to affiliates
|
36.8
|
|
|
26.9
|
|
|
22.3
|
|
|||
Dividends received from affiliates
|
54.1
|
|
|
25.0
|
|
|
17.6
|
|
December 31,
|
2015
|
|
2014
|
||||||||||||||||||||||||
Debt Instrument
|
Long-Term Debt
|
|
Debt Issuance Costs
(1)
|
|
Long-Term
Debt, Net
|
|
Weighted
Average
Interest
Rate
|
|
Long-Term Debt
|
|
Debt Issuance Costs
(1)
|
|
Long-Term
Debt, Net
|
|
Weighted
Average
Interest
Rate
|
||||||||||||
Credit Agreement — Term Loan Facility
|
$
|
490.6
|
|
|
$
|
(2.2
|
)
|
|
$
|
488.4
|
|
|
1.78%
|
|
$
|
—
|
|
|
$
|
(2.7
|
)
|
|
$
|
(2.7
|
)
|
|
N/A
|
8.125% Senior Notes due 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
243.7
|
|
|
(3.2
|
)
|
|
240.5
|
|
|
8.25%
|
||||||
4.75% Senior Notes due 2023
|
500.0
|
|
|
(5.5
|
)
|
|
494.5
|
|
|
4.75%
|
|
500.0
|
|
|
(6.4
|
)
|
|
493.6
|
|
|
4.75%
|
||||||
5.375% Senior Notes due 2024
|
325.0
|
|
|
(3.2
|
)
|
|
321.8
|
|
|
5.375%
|
|
325.0
|
|
|
(3.6
|
)
|
|
321.4
|
|
|
5.375%
|
||||||
5.25% Senior Notes due 2025
|
650.0
|
|
|
(7.5
|
)
|
|
642.5
|
|
|
5.25%
|
|
650.0
|
|
|
(8.3
|
)
|
|
641.7
|
|
|
5.25%
|
||||||
Other
|
7.6
|
|
|
—
|
|
|
7.6
|
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
||||||
|
$
|
1,973.2
|
|
|
$
|
(18.4
|
)
|
|
1,954.8
|
|
|
|
|
$
|
1,718.7
|
|
|
$
|
(24.2
|
)
|
|
1,694.5
|
|
|
|
||
Less — Current portion
|
|
|
|
|
(23.1
|
)
|
|
|
|
|
|
|
|
(240.5
|
)
|
|
|
||||||||||
Long-term debt
|
|
|
|
|
$
|
1,931.7
|
|
|
|
|
|
|
|
|
$
|
1,454.0
|
|
|
|
Twelve-Month Period Commencing March 15,
|
2024 Notes
|
2019
|
102.688%
|
2020
|
101.792%
|
2021
|
100.896%
|
2022 and thereafter
|
100.000%
|
2016
|
$
|
21.9
|
|
2017
|
34.4
|
|
|
2018
|
46.9
|
|
|
2019
|
37.4
|
|
|
2020
|
350.0
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Consolidated income before provision for income taxes and equity in net income of affiliates:
|
|
|
|
|
|
||||||
Domestic
|
$
|
344.7
|
|
|
$
|
228.0
|
|
|
$
|
218.5
|
|
Foreign
|
686.8
|
|
|
559.4
|
|
|
391.6
|
|
|||
|
$
|
1,031.5
|
|
|
$
|
787.4
|
|
|
$
|
610.1
|
|
Domestic provision for income taxes:
|
|
|
|
|
|
||||||
Current provision
|
$
|
45.4
|
|
|
$
|
24.3
|
|
|
$
|
16.8
|
|
Deferred provision
|
55.0
|
|
|
47.0
|
|
|
64.9
|
|
|||
Total domestic provision
|
100.4
|
|
|
71.3
|
|
|
81.7
|
|
|||
Foreign provision for income taxes:
|
|
|
|
|
|
||||||
Current provision
|
191.5
|
|
|
155.1
|
|
|
130.5
|
|
|||
Deferred benefit
|
(6.4
|
)
|
|
(105.0
|
)
|
|
(19.5
|
)
|
|||
Total foreign provision
|
185.1
|
|
|
50.1
|
|
|
111.0
|
|
|||
Provision for income taxes
|
$
|
285.5
|
|
|
$
|
121.4
|
|
|
$
|
192.7
|
|
December 31,
|
2015
|
|
2014
|
||||
Deferred income tax assets:
|
|
|
|
||||
Tax loss carryforwards
|
$
|
559.8
|
|
|
$
|
588.9
|
|
Tax credit carryforwards
|
326.0
|
|
|
419.0
|
|
||
Retirement benefit plans
|
100.6
|
|
|
119.8
|
|
||
Accrued liabilities
|
131.8
|
|
|
136.7
|
|
||
Self-insurance reserves
|
7.8
|
|
|
8.6
|
|
||
Current asset basis differences
|
42.9
|
|
|
38.7
|
|
||
Long-term asset basis differences
|
(88.6
|
)
|
|
(48.7
|
)
|
||
Deferred compensation
|
58.0
|
|
|
48.3
|
|
||
Recoverable customer engineering, development and tooling
|
(9.5
|
)
|
|
(12.1
|
)
|
||
Undistributed earnings of foreign subsidiaries
|
(50.6
|
)
|
|
(54.2
|
)
|
||
Derivative instruments and hedging activities
|
16.0
|
|
|
12.5
|
|
||
Other
|
1.9
|
|
|
1.4
|
|
||
|
1,096.1
|
|
|
1,258.9
|
|
||
Valuation allowance
|
(495.7
|
)
|
|
(508.5
|
)
|
||
Net deferred income tax asset
|
$
|
600.4
|
|
|
$
|
750.4
|
|
December 31,
|
2015
|
|
2014
|
||||
Long-term deferred income tax assets
|
$
|
646.0
|
|
|
$
|
804.2
|
|
Long-term deferred income tax liabilities
|
(45.6
|
)
|
|
(53.8
|
)
|
||
Net deferred income tax asset
|
$
|
600.4
|
|
|
$
|
750.4
|
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of period
|
$
|
39.7
|
|
|
$
|
45.2
|
|
|
$
|
34.4
|
|
Additions based on tax positions related to current year
|
5.0
|
|
|
5.6
|
|
|
5.0
|
|
|||
Additions (reductions) based on tax positions related to prior years
|
(0.2
|
)
|
|
(1.8
|
)
|
|
14.3
|
|
|||
Settlements
|
(12.3
|
)
|
|
(6.5
|
)
|
|
(6.7
|
)
|
|||
Statute expirations
|
(0.6
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||
Foreign currency translation
|
(1.2
|
)
|
|
(2.8
|
)
|
|
(1.0
|
)
|
|||
Balance at end of period
|
$
|
30.4
|
|
|
$
|
39.7
|
|
|
$
|
45.2
|
|
|
Pension
|
|
|
Other Postretirement
|
||||||||||||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benefit obligation at beginning of period
|
$
|
717.8
|
|
|
$
|
493.0
|
|
|
$
|
586.7
|
|
|
$
|
459.5
|
|
|
|
$
|
83.3
|
|
|
$
|
46.8
|
|
|
$
|
91.6
|
|
|
$
|
42.4
|
|
Service cost
|
4.7
|
|
|
8.4
|
|
|
3.7
|
|
|
8.8
|
|
|
|
0.2
|
|
|
0.7
|
|
|
0.2
|
|
|
0.9
|
|
||||||||
Interest cost
|
28.7
|
|
|
16.2
|
|
|
28.5
|
|
|
20.4
|
|
|
|
3.1
|
|
|
1.7
|
|
|
4.0
|
|
|
2.0
|
|
||||||||
Actuarial (gain) loss
|
(42.5
|
)
|
|
(12.4
|
)
|
|
119.8
|
|
|
66.5
|
|
|
|
(3.1
|
)
|
|
(1.2
|
)
|
|
(8.0
|
)
|
|
6.9
|
|
||||||||
Benefits paid
|
(22.1
|
)
|
|
(19.9
|
)
|
|
(20.9
|
)
|
|
(22.4
|
)
|
|
|
(4.6
|
)
|
|
(2.2
|
)
|
|
(4.5
|
)
|
|
(2.6
|
)
|
||||||||
Curtailment
|
—
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
||||||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||||||
Translation adjustment
|
—
|
|
|
(64.4
|
)
|
|
—
|
|
|
(39.8
|
)
|
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
(3.6
|
)
|
||||||||
Benefit obligation at end of period
|
$
|
686.6
|
|
|
$
|
427.4
|
|
|
$
|
717.8
|
|
|
$
|
493.0
|
|
|
|
$
|
78.9
|
|
|
$
|
36.5
|
|
|
$
|
83.3
|
|
|
$
|
46.8
|
|
|
Pension
|
|
|
Other Postretirement
|
||||||||||||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fair value of plan assets at beginning of period
|
$
|
519.2
|
|
|
$
|
415.1
|
|
|
$
|
503.5
|
|
|
$
|
417.0
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
(3.7
|
)
|
|
19.5
|
|
|
34.2
|
|
|
40.7
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Employer contributions
|
28.7
|
|
|
13.9
|
|
|
2.4
|
|
|
15.2
|
|
|
|
4.6
|
|
|
2.2
|
|
|
4.5
|
|
|
2.6
|
|
||||||||
Benefits paid
|
(22.1
|
)
|
|
(19.9
|
)
|
|
(20.9
|
)
|
|
(22.4
|
)
|
|
|
(4.6
|
)
|
|
(2.2
|
)
|
|
(4.5
|
)
|
|
(2.6
|
)
|
||||||||
Translation adjustment
|
—
|
|
|
(60.4
|
)
|
|
—
|
|
|
(35.4
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fair value of plan assets at end of period
|
$
|
522.1
|
|
|
$
|
368.2
|
|
|
$
|
519.2
|
|
|
$
|
415.1
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Funded status
|
$
|
(164.5
|
)
|
|
$
|
(59.2
|
)
|
|
$
|
(198.6
|
)
|
|
$
|
(77.9
|
)
|
|
|
$
|
(78.9
|
)
|
|
$
|
(36.5
|
)
|
|
$
|
(83.3
|
)
|
|
$
|
(46.8
|
)
|
|
Pension
|
|
|
Other Postretirement
|
||||||||||||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||||||
Amounts recognized in the consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other long-term assets
|
$
|
—
|
|
|
$
|
43.7
|
|
|
$
|
—
|
|
|
$
|
45.5
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities
|
(2.5
|
)
|
|
(3.4
|
)
|
|
(2.5
|
)
|
|
(3.0
|
)
|
|
|
(5.1
|
)
|
|
(1.6
|
)
|
|
(5.1
|
)
|
|
(2.0
|
)
|
||||||||
Other long-term liabilities
|
(162.0
|
)
|
|
(99.5
|
)
|
|
(196.1
|
)
|
|
(120.4
|
)
|
|
|
(73.8
|
)
|
|
(34.9
|
)
|
|
(78.2
|
)
|
|
(44.8
|
)
|
|
Pension
|
|
|
Other Postretirement
|
||||||||||||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||||||
Actuarial gains (losses) recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Reclassification adjustments
|
$
|
2.6
|
|
|
$
|
4.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
1.4
|
|
|
|
$
|
(1.2
|
)
|
|
$
|
0.5
|
|
|
$
|
(0.7
|
)
|
|
$
|
0.1
|
|
Actuarial gain (loss) arising during the period
|
(0.4
|
)
|
|
7.3
|
|
|
(123.6
|
)
|
|
(53.4
|
)
|
|
|
3.1
|
|
|
3.9
|
|
|
8.0
|
|
|
(6.9
|
)
|
||||||||
Prior service credit recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Reclassification adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||||
Translation adjustment
|
—
|
|
|
12.8
|
|
|
—
|
|
|
4.5
|
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
|
$
|
2.2
|
|
|
$
|
24.2
|
|
|
$
|
(123.9
|
)
|
|
$
|
(47.5
|
)
|
|
|
$
|
1.9
|
|
|
$
|
5.2
|
|
|
$
|
7.3
|
|
|
$
|
(7.0
|
)
|
|
Pension
|
|
|
Other Postretirement
|
||||||||||||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||||||
Net unrecognized
actuarial gain (loss) |
$
|
(135.9
|
)
|
|
$
|
(73.4
|
)
|
|
$
|
(138.1
|
)
|
|
$
|
(97.6
|
)
|
|
|
$
|
13.6
|
|
|
$
|
(5.4
|
)
|
|
$
|
11.7
|
|
|
$
|
(11.3
|
)
|
Prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.9
|
|
||||||||
|
$
|
(135.9
|
)
|
|
$
|
(73.4
|
)
|
|
$
|
(138.1
|
)
|
|
$
|
(97.6
|
)
|
|
|
$
|
13.6
|
|
|
$
|
(4.2
|
)
|
|
$
|
11.7
|
|
|
$
|
(9.4
|
)
|
|
Pension
|
|
|
Other Postretirement
|
||||||||||||
|
U.S.
|
|
Foreign
|
|
|
U.S.
|
|
Foreign
|
||||||||
Net unrecognized actuarial loss
|
$
|
(2.7
|
)
|
|
$
|
(3.1
|
)
|
|
|
$
|
(1.2
|
)
|
|
$
|
(0.2
|
)
|
Prior service credit
|
—
|
|
|
—
|
|
|
|
—
|
|
|
0.3
|
|
||||
|
$
|
(2.7
|
)
|
|
$
|
(3.1
|
)
|
|
|
$
|
(1.2
|
)
|
|
$
|
0.1
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Pension
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||
Service cost
|
$
|
4.7
|
|
|
$
|
8.4
|
|
|
$
|
3.7
|
|
|
$
|
8.8
|
|
|
$
|
2.9
|
|
|
$
|
10.2
|
|
Interest cost
|
28.7
|
|
|
16.2
|
|
|
28.5
|
|
|
20.4
|
|
|
26.2
|
|
|
20.7
|
|
||||||
Expected return on plan assets
|
(39.4
|
)
|
|
(25.7
|
)
|
|
(38.1
|
)
|
|
(27.0
|
)
|
|
(32.4
|
)
|
|
(25.1
|
)
|
||||||
Amortization of actuarial (gain) loss
|
2.6
|
|
|
4.1
|
|
|
(0.3
|
)
|
|
1.3
|
|
|
4.1
|
|
|
6.4
|
|
||||||
Curtailment loss
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
(3.2
|
)
|
|
$
|
10.7
|
|
|
$
|
(6.1
|
)
|
|
$
|
3.5
|
|
|
$
|
0.8
|
|
|
$
|
14.7
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Other Postretirement
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
|
U.S.
|
|
Foreign
|
||||||||||||
Service cost
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
$
|
0.9
|
|
|
$
|
0.1
|
|
|
$
|
1.1
|
|
Interest cost
|
3.1
|
|
|
1.7
|
|
|
4.0
|
|
|
2.0
|
|
|
3.6
|
|
|
2.0
|
|
||||||
Amortization of actuarial (gain) loss
|
(1.2
|
)
|
|
0.5
|
|
|
(0.7
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|
0.3
|
|
||||||
Amortization of prior service credit
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||
Special termination benefits
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.7
|
|
||||||
Settlement gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
||||||
Net periodic benefit cost (credit)
|
$
|
2.1
|
|
|
$
|
3.3
|
|
|
$
|
3.5
|
|
|
$
|
3.4
|
|
|
$
|
3.6
|
|
|
$
|
(2.2
|
)
|
|
Pension
|
|
Other Postretirement
|
||||
December 31,
|
2015
|
|
2014
|
|
2015
|
|
2014
|
Discount rate:
|
|
|
|
|
|
|
|
Domestic plans
|
4.4%
|
|
4.1%
|
|
4.2%
|
|
3.9%
|
Foreign plans
|
3.8%
|
|
3.6%
|
|
4.2%
|
|
4.0%
|
Rate of compensation increase:
|
|
|
|
|
|
|
|
Foreign plans
|
3.3%
|
|
3.1%
|
|
N/A
|
|
N/A
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
|||
Pension
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|||
Domestic plans
|
4.1
|
%
|
|
5.0
|
%
|
|
4.1
|
%
|
Foreign plans
|
3.6
|
%
|
|
4.7
|
%
|
|
4.3
|
%
|
Expected return on plan assets:
|
|
|
|
|
|
|||
Domestic plans
|
7.8
|
%
|
|
7.8
|
%
|
|
8.0
|
%
|
Foreign plans
|
6.5
|
%
|
|
6.7
|
%
|
|
6.7
|
%
|
Rate of compensation increase:
|
|
|
|
|
|
|||
Foreign plans
|
3.1
|
%
|
|
3.4
|
%
|
|
4.8
|
%
|
Other postretirement
|
|
|
|
|
|
|||
Discount rate:
|
|
|
|
|
|
|||
Domestic plans
|
3.9
|
%
|
|
4.5
|
%
|
|
3.7
|
%
|
Foreign plans
|
4.0
|
%
|
|
5.0
|
%
|
|
4.4
|
%
|
December 31,
|
2015
|
|
2014
|
||||
Equity securities:
|
|
|
|
||||
Domestic plans
|
$
|
302.2
|
|
|
$
|
317.7
|
|
Foreign plans
|
211.5
|
|
|
238.9
|
|
||
Debt securities:
|
|
|
|
||||
Domestic plans
|
130.8
|
|
|
137.9
|
|
||
Foreign plans
|
115.2
|
|
|
136.8
|
|
||
Alternative investments:
|
|
|
|
||||
Domestic plans
|
53.0
|
|
|
53.7
|
|
||
Foreign plans
|
34.0
|
|
|
33.1
|
|
||
Cash and other:
|
|
|
|
||||
Domestic plans
|
36.1
|
|
|
9.9
|
|
||
Foreign plans
|
7.5
|
|
|
6.3
|
|
|
Pension
|
|
|
Other Postretirement
|
||||||||||||
Year
|
U.S.
|
|
Foreign
|
|
|
U.S.
|
|
Foreign
|
||||||||
2016
|
$
|
25.9
|
|
|
$
|
27.3
|
|
|
|
$
|
5.2
|
|
|
$
|
1.7
|
|
2017
|
26.7
|
|
|
22.8
|
|
|
|
5.3
|
|
|
1.5
|
|
||||
2018
|
27.8
|
|
|
18.8
|
|
|
|
5.4
|
|
|
1.5
|
|
||||
2019
|
29.4
|
|
|
19.0
|
|
|
|
5.5
|
|
|
1.6
|
|
||||
2020
|
31.0
|
|
|
19.7
|
|
|
|
5.5
|
|
|
1.7
|
|
||||
Five years thereafter
|
173.1
|
|
|
109.5
|
|
|
|
26.4
|
|
|
9.8
|
|
|
Pension Protection Act
Zone Status
|
|
|
|
|
|
Contributions to Multiemployer Pension Plans
|
||||||||||||
Employer Identification Number
|
December 31,
2015
Certification
|
|
December 31,
2014
Certification
|
|
FIP/RP
Pending or
Implemented
|
|
Surcharge
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
||||||
516099782-001
|
Green
|
|
Green
|
|
No
|
|
No
|
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
0.4
|
|
13-6130178
|
Red
|
|
Red
|
|
Yes
|
|
Yes
|
|
0.3
|
|
|
0.3
|
|
|
0.2
|
|
•
|
Voting Rights
– All shares of the Company’s common stock have identical rights and privileges. With limited exceptions, holders of common stock are entitled to
one
vote for each outstanding share of common stock held of record by each stockholder on all matters properly submitted for the vote of the Company’s stockholders.
|
•
|
Dividend Rights
– Subject to applicable law, any contractual restrictions and the rights of the holders of outstanding preferred stock, if any, holders of common stock are entitled to receive ratably such dividends and other distributions that the Company’s Board of Directors, in its discretion, declares from time to time.
|
•
|
Liquidation Rights
– Upon the dissolution, liquidation or winding up of the Company, subject to the rights of the holders of outstanding preferred stock, if any, holders of common stock are entitled to receive ratably the assets of the Company available for distribution to the Company’s stockholders in proportion to the number of shares of common stock held by each stockholder.
|
•
|
Conversion, Redemption and Preemptive Rights
– Holders of common stock have no conversion, redemption, sinking fund, preemptive, subscription or similar rights.
|
|
Restricted
Stock Units
|
Weighted Average Grant Date
Fair Value
|
Performance
Shares
|
Weighted Average Grant Date
Fair Value
|
||
Outstanding as of December 31, 2014
|
764,548
|
|
$58.51
|
3,024,121
|
|
$53.29
|
Granted
|
206,895
|
|
$104.46
|
476,826
|
|
$97.92
|
Distributed (vested)
|
(247,662
|
)
|
|
(1,029,333
|
)
|
|
Cancelled
|
(15,032
|
)
|
|
(241,278
|
)
|
|
Outstanding as of December 31, 2015
(1)
|
708,749
|
|
$74.68
|
2,230,336
|
|
$66.91
|
|
|
|
|
|
||
Vested or expected to vest as of December 31, 2015
|
708,749
|
|
|
1,915,340
|
|
|
(1)
|
Outstanding performance shares are reflected at the maximum possible payout that may be earned during the relevant performance periods.
|
Balance as of January 1, 2014
|
$
|
28.3
|
|
Expense, net, including changes in estimates
|
11.4
|
|
|
Settlements
|
(9.3
|
)
|
|
Foreign currency translation and other
|
(1.5
|
)
|
|
Balance as of December 31, 2014
|
28.9
|
|
|
Expense, net, including changes in estimates
|
15.4
|
|
|
Settlements
|
(10.0
|
)
|
|
Foreign currency translation and other
|
(1.3
|
)
|
|
Balance as of December 31, 2015
|
$
|
33.0
|
|
2016
|
$
|
100.9
|
|
2017
|
80.0
|
|
|
2018
|
74.4
|
|
|
2019
|
68.2
|
|
|
2020
|
61.9
|
|
|
Thereafter
|
71.7
|
|
|
Total
|
$
|
457.1
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
Seating
|
|
Electrical
|
|
Other
|
|
Consolidated
|
||||||||
Revenues from external customers
|
$
|
14,098.5
|
|
|
$
|
4,112.9
|
|
|
$
|
—
|
|
|
$
|
18,211.4
|
|
Segment earnings
(1)
|
907.0
|
|
|
554.4
|
|
|
(274.6
|
)
|
|
1,186.8
|
|
||||
Depreciation and amortization
|
239.3
|
|
|
99.3
|
|
|
9.2
|
|
|
347.8
|
|
||||
Capital expenditures
|
317.2
|
|
|
134.4
|
|
|
34.2
|
|
|
485.8
|
|
||||
Total assets
|
5,780.7
|
|
|
1,572.9
|
|
|
2,052.2
|
|
|
9,405.8
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Seating
|
|
Electrical
|
|
Other
|
|
Consolidated
|
||||||||
Revenues from external customers
|
$
|
13,310.6
|
|
|
$
|
4,416.7
|
|
|
$
|
—
|
|
|
$
|
17,727.3
|
|
Segment earnings
(1)
|
655.2
|
|
|
556.6
|
|
|
(282.6
|
)
|
|
929.2
|
|
||||
Depreciation and amortization
|
199.8
|
|
|
103.3
|
|
|
7.8
|
|
|
310.9
|
|
||||
Capital expenditures
|
268.9
|
|
|
138.4
|
|
|
17.4
|
|
|
424.7
|
|
||||
Total assets
|
4,855.6
|
|
|
1,609.9
|
|
|
2,647.6
|
|
|
9,113.1
|
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
Seating
|
|
Electrical
|
|
Other
|
|
Consolidated
|
||||||||
Revenues from external customers
|
$
|
12,018.1
|
|
|
$
|
4,215.9
|
|
|
$
|
—
|
|
|
$
|
16,234.0
|
|
Segment earnings
(1)
|
576.9
|
|
|
414.3
|
|
|
(254.6
|
)
|
|
736.6
|
|
||||
Depreciation and amortization
|
181.3
|
|
|
96.4
|
|
|
7.8
|
|
|
285.5
|
|
||||
Capital expenditures
|
288.5
|
|
|
163.4
|
|
|
8.7
|
|
|
460.6
|
|
(1)
|
See definition in Note 2, "Summary of Significant Accounting Policies — Segment Reporting."
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Segment earnings
|
$
|
1,461.4
|
|
|
$
|
1,211.8
|
|
|
$
|
991.2
|
|
Corporate and regional headquarters and elimination of intercompany activity ("Other")
|
(274.6
|
)
|
|
(282.6
|
)
|
|
(254.6
|
)
|
|||
Consolidated income before interest, other expense, provision for income taxes and equity in net income of affiliates
|
1,186.8
|
|
|
929.2
|
|
|
736.6
|
|
|||
Interest expense
|
86.7
|
|
|
67.5
|
|
|
68.4
|
|
|||
Other expense, net
|
68.6
|
|
|
74.3
|
|
|
58.1
|
|
|||
Consolidated income before provision for income taxes and equity in net income of affiliates
|
$
|
1,031.5
|
|
|
$
|
787.4
|
|
|
$
|
610.1
|
|
December 31,
|
2015
|
|
2014
|
||||
Tangible long-lived assets:
|
|
|
|
||||
United States
|
$
|
337.1
|
|
|
$
|
274.1
|
|
Mexico
|
374.6
|
|
|
293.3
|
|
||
China
|
244.7
|
|
|
179.8
|
|
||
Germany
|
129.9
|
|
|
140.6
|
|
||
Other countries
|
740.2
|
|
|
736.9
|
|
||
Total
|
$
|
1,826.5
|
|
|
$
|
1,624.7
|
|
December 31
|
2015
|
|
2014
|
||||
Estimated aggregate fair value
|
$
|
1,992.3
|
|
|
$
|
1,749.3
|
|
Aggregate carrying value
|
1,965.6
|
|
|
1,718.7
|
|
December 31,
|
2015
|
|
2014
|
||||
Contracts qualifying for hedge accounting:
|
|
|
|
||||
Other current assets
|
$
|
8.2
|
|
|
$
|
6.8
|
|
Other long-term assets
|
0.3
|
|
|
0.1
|
|
||
Other current liabilities
|
(51.5
|
)
|
|
(38.5
|
)
|
||
Other long-term liabilities
|
(3.4
|
)
|
|
(6.1
|
)
|
||
|
(46.4
|
)
|
|
(37.7
|
)
|
||
Contracts not qualifying for hedge accounting:
|
|
|
|
||||
Other current assets
|
3.6
|
|
|
2.1
|
|
||
Other current liabilities
|
(8.1
|
)
|
|
(1.0
|
)
|
||
|
(4.5
|
)
|
|
1.1
|
|
||
|
$
|
(50.9
|
)
|
|
$
|
(36.6
|
)
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Contracts qualifying for hedge accounting:
|
|
|
|
|
|
||||||
Gains (losses) recognized in accumulated other comprehensive loss
|
$
|
(47.3
|
)
|
|
$
|
(36.0
|
)
|
|
$
|
18.8
|
|
(Gains) losses reclassified from accumulated other comprehensive loss
|
38.6
|
|
|
(8.2
|
)
|
|
(32.2
|
)
|
|||
Other comprehensive loss
|
$
|
(8.7
|
)
|
|
$
|
(44.2
|
)
|
|
$
|
(13.4
|
)
|
For the year ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
3.7
|
|
|
$
|
1.2
|
|
|
$
|
3.9
|
|
Cost of sales
|
(42.3
|
)
|
|
7.0
|
|
|
28.3
|
|
|||
|
$
|
(38.6
|
)
|
|
$
|
8.2
|
|
|
$
|
32.2
|
|
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.
|
|
December 31, 2015
|
||||||||||||||||||
|
Frequency
|
|
Asset
(Liability)
|
|
Valuation
Technique
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Foreign currency derivative contracts
|
Recurring
|
|
$
|
(50.9
|
)
|
|
Market / Income
|
|
$
|
—
|
|
|
$
|
(50.9
|
)
|
|
$
|
—
|
|
Marketable equity securities
|
Recurring
|
|
23.0
|
|
|
Market
|
|
23.0
|
|
|
—
|
|
|
—
|
|
|
Thirteen Weeks Ended
|
||||||||||||||
|
March 28,
2015 |
|
June 27,
2015 |
|
September 26,
2015 |
|
December 31,
2015 |
||||||||
Net sales
|
$
|
4,521.4
|
|
|
$
|
4,635.1
|
|
|
$
|
4,330.3
|
|
|
$
|
4,724.6
|
|
Gross profit
|
425.7
|
|
|
450.2
|
|
|
453.2
|
|
|
490.7
|
|
||||
Consolidated net income
|
156.7
|
|
|
192.9
|
|
|
193.3
|
|
|
252.9
|
|
||||
Net income attributable to Lear
|
147.3
|
|
|
181.9
|
|
|
181.0
|
|
|
235.3
|
|
||||
Basic net income per share attributable to Lear
|
1.88
|
|
|
2.35
|
|
|
2.37
|
|
|
3.13
|
|
||||
Diluted net income per share attributable to Lear
|
1.86
|
|
|
2.33
|
|
|
2.34
|
|
|
3.07
|
|
|
Thirteen Weeks Ended
|
||||||||||||||
|
March 29,
2014 |
|
June 28,
2014 |
|
September 27,
2014 |
|
December 31,
2014 |
||||||||
Net sales
|
$
|
4,359.8
|
|
|
$
|
4,585.1
|
|
|
$
|
4,232.7
|
|
|
$
|
4,549.7
|
|
Gross profit
|
360.5
|
|
|
379.1
|
|
|
361.2
|
|
|
392.0
|
|
||||
Consolidated net income
|
128.6
|
|
|
157.8
|
|
|
147.9
|
|
|
268.0
|
|
||||
Net income attributable to Lear
|
122.0
|
|
|
148.5
|
|
|
140.1
|
|
|
261.8
|
|
||||
Basic net income per share attributable to Lear
|
1.50
|
|
|
1.84
|
|
|
1.75
|
|
|
3.32
|
|
||||
Diluted net income per share attributable to Lear
|
1.47
|
|
|
1.81
|
|
|
1.72
|
|
|
3.24
|
|
|
December 31, 2015
|
||||||||||||||||||
(in millions)
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
526.4
|
|
|
$
|
0.3
|
|
|
$
|
669.9
|
|
|
$
|
—
|
|
|
$
|
1,196.6
|
|
Accounts receivable
|
46.4
|
|
|
534.5
|
|
|
2,009.1
|
|
|
—
|
|
|
2,590.0
|
|
|||||
Inventories
|
4.0
|
|
|
407.0
|
|
|
536.6
|
|
|
—
|
|
|
947.6
|
|
|||||
Intercompany accounts
|
45.9
|
|
|
79.5
|
|
|
—
|
|
|
(125.4
|
)
|
|
—
|
|
|||||
Other
|
114.0
|
|
|
25.8
|
|
|
412.6
|
|
|
—
|
|
|
552.4
|
|
|||||
Total current assets
|
736.7
|
|
|
1,047.1
|
|
|
3,628.2
|
|
|
(125.4
|
)
|
|
5,286.6
|
|
|||||
Long-Term Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
134.2
|
|
|
417.6
|
|
|
1,274.7
|
|
|
—
|
|
|
1,826.5
|
|
|||||
Goodwill
|
39.9
|
|
|
651.3
|
|
|
362.6
|
|
|
—
|
|
|
1,053.8
|
|
|||||
Investments in subsidiaries
|
3,101.3
|
|
|
2,139.4
|
|
|
—
|
|
|
(5,240.7
|
)
|
|
—
|
|
|||||
Intercompany loans receivable
|
904.1
|
|
|
184.5
|
|
|
245.1
|
|
|
(1,333.7
|
)
|
|
—
|
|
|||||
Other
|
566.3
|
|
|
203.9
|
|
|
493.8
|
|
|
(25.1
|
)
|
|
1,238.9
|
|
|||||
Total long-term assets
|
4,745.8
|
|
|
3,596.7
|
|
|
2,376.2
|
|
|
(6,599.5
|
)
|
|
4,119.2
|
|
|||||
Total assets
|
$
|
5,482.5
|
|
|
$
|
4,643.8
|
|
|
$
|
6,004.4
|
|
|
$
|
(6,724.9
|
)
|
|
$
|
9,405.8
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and drafts
|
$
|
78.0
|
|
|
$
|
681.2
|
|
|
$
|
1,745.2
|
|
|
$
|
—
|
|
|
$
|
2,504.4
|
|
Accrued liabilities
|
144.0
|
|
|
277.0
|
|
|
891.1
|
|
|
—
|
|
|
1,312.1
|
|
|||||
Intercompany accounts
|
—
|
|
|
—
|
|
|
125.4
|
|
|
(125.4
|
)
|
|
—
|
|
|||||
Current portion of long-term debt
|
21.9
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
23.1
|
|
|||||
Total current liabilities
|
243.9
|
|
|
958.2
|
|
|
2,762.9
|
|
|
(125.4
|
)
|
|
3,839.6
|
|
|||||
Long-Term Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
1,925.3
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
1,931.7
|
|
|||||
Intercompany loans payable
|
221.6
|
|
|
650.1
|
|
|
462.0
|
|
|
(1,333.7
|
)
|
|
—
|
|
|||||
Other
|
164.3
|
|
|
164.9
|
|
|
312.7
|
|
|
(25.1
|
)
|
|
616.8
|
|
|||||
Total long-term liabilities
|
2,311.2
|
|
|
815.0
|
|
|
781.1
|
|
|
(1,358.8
|
)
|
|
2,548.5
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Lear Corporation stockholders’ equity
|
2,927.4
|
|
|
2,870.6
|
|
|
2,370.1
|
|
|
(5,240.7
|
)
|
|
2,927.4
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
90.3
|
|
|
—
|
|
|
90.3
|
|
|||||
Equity
|
2,927.4
|
|
|
2,870.6
|
|
|
2,460.4
|
|
|
(5,240.7
|
)
|
|
3,017.7
|
|
|||||
Total liabilities and equity
|
$
|
5,482.5
|
|
|
$
|
4,643.8
|
|
|
$
|
6,004.4
|
|
|
$
|
(6,724.9
|
)
|
|
$
|
9,405.8
|
|
|
December 31, 2014
|
||||||||||||||||||
(in millions)
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
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, net
|
49.6
|
|
|
40.7
|
|
|
—
|
|
|
(90.3
|
)
|
|
—
|
|
|||||
Other
|
325.2
|
|
|
24.2
|
|
|
396.7
|
|
|
—
|
|
|
746.1
|
|
|||||
Total current assets
|
808.3
|
|
|
872.0
|
|
|
3,575.6
|
|
|
(90.3
|
)
|
|
5,165.6
|
|
|||||
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
|
996.3
|
|
|
93.7
|
|
|
532.6
|
|
|
(26.0
|
)
|
|
1,596.6
|
|
|||||
Total long-term assets
|
4,404.9
|
|
|
2,813.5
|
|
|
2,230.7
|
|
|
(5,501.6
|
)
|
|
3,947.5
|
|
|||||
Total assets
|
$
|
5,213.2
|
|
|
$
|
3,685.5
|
|
|
$
|
5,806.3
|
|
|
$
|
(5,591.9
|
)
|
|
$
|
9,113.1
|
|
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
|
|
|
837.3
|
|
|
—
|
|
|
1,179.3
|
|
|||||
Intercompany accounts, net
|
—
|
|
|
—
|
|
|
90.3
|
|
|
(90.3
|
)
|
|
—
|
|
|||||
Current portion of long-term debt
|
240.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240.5
|
|
|||||
Total current liabilities
|
469.7
|
|
|
891.6
|
|
|
2,674.1
|
|
|
(90.3
|
)
|
|
3,945.1
|
|
|||||
Long-Term Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
1,454.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,454.0
|
|
|||||
Intercompany loans payable
|
138.9
|
|
|
698.8
|
|
|
811.6
|
|
|
(1,649.3
|
)
|
|
—
|
|
|||||
Other
|
191.8
|
|
|
173.8
|
|
|
345.1
|
|
|
(26.0
|
)
|
|
684.7
|
|
|||||
Total long-term liabilities
|
1,784.7
|
|
|
872.6
|
|
|
1,156.7
|
|
|
(1,675.3
|
)
|
|
2,138.7
|
|
|||||
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
|
$
|
5,213.2
|
|
|
$
|
3,685.5
|
|
|
$
|
5,806.3
|
|
|
$
|
(5,591.9
|
)
|
|
$
|
9,113.1
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(in millions)
|
Lear
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
427.2
|
|
|
$
|
8,231.3
|
|
|
$
|
14,793.6
|
|
|
$
|
(5,240.7
|
)
|
|
$
|
18,211.4
|
|
Cost of sales
|
619.4
|
|
|
7,409.1
|
|
|
13,603.8
|
|
|
(5,240.7
|
)
|
|
16,391.6
|
|
|||||
Selling, general and administrative expenses
|
262.7
|
|
|
59.0
|
|
|
258.8
|
|
|
—
|
|
|
580.5
|
|
|||||
Intercompany operating (income) expense, net
|
(348.5
|
)
|
|
209.9
|
|
|
138.6
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of intangible assets
|
1.9
|
|
|
20.7
|
|
|
29.9
|
|
|
—
|
|
|
52.5
|
|
|||||
Interest expense
|
70.4
|
|
|
25.5
|
|
|
(9.2
|
)
|
|
—
|
|
|
86.7
|
|
|||||
Other expense, net
|
25.9
|
|
|
0.9
|
|
|
41.8
|
|
|
—
|
|
|
68.6
|
|
|||||
Consolidated income before provision for income taxes and equity in net income of affiliates and subsidiaries
|
(204.6
|
)
|
|
506.2
|
|
|
729.9
|
|
|
—
|
|
|
1,031.5
|
|
|||||
Provision for income taxes
|
(86.7
|
)
|
|
188.0
|
|
|
184.2
|
|
|
—
|
|
|
285.5
|
|
|||||
Equity in net income of affiliates
|
0.7
|
|
|
(0.9
|
)
|
|
(49.6
|
)
|
|
—
|
|
|
(49.8
|
)
|
|||||
Equity in net income of subsidiaries
|
(864.1
|
)
|
|
(395.1
|
)
|
|
—
|
|
|
1,259.2
|
|
|
—
|
|
|||||
Consolidated net income
|
745.5
|
|
|
714.2
|
|
|
595.3
|
|
|
(1,259.2
|
)
|
|
795.8
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
50.3
|
|
|
—
|
|
|
50.3
|
|
|||||
Net income attributable to Lear
|
$
|
745.5
|
|
|
$
|
714.2
|
|
|
$
|
545.0
|
|
|
$
|
(1,259.2
|
)
|
|
$
|
745.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated comprehensive income
|
$
|
517.4
|
|
|
$
|
699.3
|
|
|
$
|
368.1
|
|
|
$
|
(1,021.0
|
)
|
|
$
|
563.8
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
46.4
|
|
|
—
|
|
|
46.4
|
|
|||||
Comprehensive income attributable to Lear
|
$
|
517.4
|
|
|
$
|
699.3
|
|
|
$
|
321.7
|
|
|
$
|
(1,021.0
|
)
|
|
$
|
517.4
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(in millions)
|
Lear
|
|
Guarantors
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
467.1
|
|
|
$
|
7,086.4
|
|
|
$
|
14,996.5
|
|
|
$
|
(4,822.7
|
)
|
|
$
|
17,727.3
|
|
Cost of sales
|
662.7
|
|
|
6,468.6
|
|
|
13,925.9
|
|
|
(4,822.7
|
)
|
|
16,234.5
|
|
|||||
Selling, general and administrative expenses
|
227.3
|
|
|
36.4
|
|
|
266.2
|
|
|
—
|
|
|
529.9
|
|
|||||
Intercompany operating (income) expense, net
|
(448.2
|
)
|
|
287.2
|
|
|
161.0
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of intangible assets
|
1.7
|
|
|
4.7
|
|
|
27.3
|
|
|
—
|
|
|
33.7
|
|
|||||
Interest expense
|
49.0
|
|
|
24.9
|
|
|
(6.4
|
)
|
|
—
|
|
|
67.5
|
|
|||||
Other expense, net
|
26.5
|
|
|
1.0
|
|
|
46.8
|
|
|
—
|
|
|
74.3
|
|
|||||
Consolidated income before provision for income taxes and equity in net income of affiliates and subsidiaries
|
(51.9
|
)
|
|
263.6
|
|
|
575.7
|
|
|
—
|
|
|
787.4
|
|
|||||
Provision for income taxes
|
(21.6
|
)
|
|
93.3
|
|
|
49.7
|
|
|
—
|
|
|
121.4
|
|
|||||
Equity in net income of affiliates
|
0.4
|
|
|
(1.5
|
)
|
|
(35.2
|
)
|
|
—
|
|
|
(36.3
|
)
|
|||||
Equity in net income of subsidiaries
|
(703.1
|
)
|
|
(390.3
|
)
|
|
—
|
|
|
1,093.4
|
|
|
—
|
|
|||||
Consolidated net income
|
672.4
|
|
|
562.1
|
|
|
561.2
|
|
|
(1,093.4
|
)
|
|
702.3
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
29.9
|
|
|
—
|
|
|
29.9
|
|
|||||
Net income attributable to Lear
|
$
|
672.4
|
|
|
$
|
562.1
|
|
|
$
|
531.3
|
|
|
$
|
(1,093.4
|
)
|
|
$
|
672.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated comprehensive income
|
$
|
336.5
|
|
|
$
|
502.1
|
|
|
$
|
320.4
|
|
|
$
|
(794.5
|
)
|
|
$
|
364.5
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
|
28.0
|
|
|||||
Comprehensive income attributable to Lear
|
$
|
336.5
|
|
|
$
|
502.1
|
|
|
$
|
292.4
|
|
|
$
|
(794.5
|
)
|
|
$
|
336.5
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
(in millions)
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
449.0
|
|
|
$
|
6,261.1
|
|
|
$
|
14,042.2
|
|
|
$
|
(4,518.3
|
)
|
|
$
|
16,234.0
|
|
Cost of sales
|
643.6
|
|
|
5,629.5
|
|
|
13,179.5
|
|
|
(4,518.3
|
)
|
|
14,934.3
|
|
|||||
Selling, general and administrative expenses
|
211.4
|
|
|
20.6
|
|
|
296.7
|
|
|
—
|
|
|
528.7
|
|
|||||
Intercompany operating (income) expense, net
|
(395.4
|
)
|
|
292.4
|
|
|
103.0
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of intangible assets
|
1.7
|
|
|
4.7
|
|
|
28.0
|
|
|
—
|
|
|
34.4
|
|
|||||
Interest expense
|
52.0
|
|
|
19.3
|
|
|
(2.9
|
)
|
|
—
|
|
|
68.4
|
|
|||||
Other expense, net
|
6.5
|
|
|
7.6
|
|
|
44.0
|
|
|
—
|
|
|
58.1
|
|
|||||
Consolidated income before provision for income taxes and equity in net income of affiliates and subsidiaries
|
(70.8
|
)
|
|
287.0
|
|
|
393.9
|
|
|
—
|
|
|
610.1
|
|
|||||
Provision for income taxes
|
(33.9
|
)
|
|
113.6
|
|
|
113.0
|
|
|
—
|
|
|
192.7
|
|
|||||
Equity in net income of affiliates
|
0.7
|
|
|
(2.0
|
)
|
|
(37.1
|
)
|
|
—
|
|
|
(38.4
|
)
|
|||||
Equity in net income of subsidiaries
|
(469.0
|
)
|
|
(138.2
|
)
|
|
—
|
|
|
607.2
|
|
|
—
|
|
|||||
Consolidated net income
|
431.4
|
|
|
313.6
|
|
|
318.0
|
|
|
(607.2
|
)
|
|
455.8
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
24.4
|
|
|
—
|
|
|
24.4
|
|
|||||
Net income attributable to Lear
|
$
|
431.4
|
|
|
$
|
313.6
|
|
|
$
|
293.6
|
|
|
$
|
(607.2
|
)
|
|
$
|
431.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated comprehensive income
|
$
|
566.1
|
|
|
$
|
340.8
|
|
|
$
|
379.0
|
|
|
$
|
(693.9
|
)
|
|
$
|
592.0
|
|
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
25.9
|
|
|
—
|
|
|
25.9
|
|
|||||
Comprehensive income attributable to Lear
|
$
|
566.1
|
|
|
$
|
340.8
|
|
|
$
|
353.1
|
|
|
$
|
(693.9
|
)
|
|
$
|
566.1
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(in millions)
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
142.2
|
|
|
$
|
385.1
|
|
|
$
|
900.1
|
|
|
$
|
(156.3
|
)
|
|
$
|
1,271.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
(43.2
|
)
|
|
(116.8
|
)
|
|
(325.8
|
)
|
|
—
|
|
|
(485.8
|
)
|
|||||
Acquisitions, net of cash acquired and use of $350 million restricted cash (see non-cash investing activities below) (Note 3)
|
(521.1
|
)
|
|
1.2
|
|
|
20.7
|
|
|
—
|
|
|
(499.2
|
)
|
|||||
Intercompany transactions
|
626.5
|
|
|
(15.9
|
)
|
|
(32.5
|
)
|
|
(578.1
|
)
|
|
—
|
|
|||||
Other, net
|
(7.6
|
)
|
|
8.4
|
|
|
18.9
|
|
|
—
|
|
|
19.7
|
|
|||||
Net cash used in investing activities
|
54.6
|
|
|
(123.1
|
)
|
|
(318.7
|
)
|
|
(578.1
|
)
|
|
(965.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit agreement borrowings
|
500.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|||||
Credit agreement repayments
|
(9.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
|||||
Repurchase of senior notes, net of use of $250 million restricted cash (see non-cash financing activities below) (Note 6)
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||||
Repurchase of common stock
|
(487.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(487.4
|
)
|
|||||
Dividends paid to Lear Corporation stockholders
|
(78.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78.5
|
)
|
|||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(27.8
|
)
|
|
—
|
|
|
(27.8
|
)
|
|||||
Change in intercompany accounts
|
82.7
|
|
|
(261.7
|
)
|
|
(555.4
|
)
|
|
734.4
|
|
|
—
|
|
|||||
Other, net
|
(50.6
|
)
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
(48.2
|
)
|
|||||
Net cash used in financing activities
|
(48.2
|
)
|
|
(261.7
|
)
|
|
(580.8
|
)
|
|
734.4
|
|
|
(156.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of foreign currency translation
|
—
|
|
|
—
|
|
|
(47.0
|
)
|
|
—
|
|
|
(47.0
|
)
|
|||||
Net Change in Cash and Cash Equivalents
|
148.6
|
|
|
0.3
|
|
|
(46.4
|
)
|
|
—
|
|
|
102.5
|
|
|||||
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
|
$
|
526.4
|
|
|
$
|
0.3
|
|
|
$
|
669.9
|
|
|
$
|
—
|
|
|
$
|
1,196.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
)
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
(in millions)
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
165.4
|
|
|
$
|
177.5
|
|
|
$
|
597.5
|
|
|
$
|
(12.6
|
)
|
|
$
|
927.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
(25.6
|
)
|
|
(88.2
|
)
|
|
(310.9
|
)
|
|
—
|
|
|
(424.7
|
)
|
|||||
Cash restricted for use - acquisition of Eagle Ottawa
|
(350.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350.0
|
)
|
|||||
Intercompany transactions
|
352.5
|
|
|
(38.9
|
)
|
|
(46.3
|
)
|
|
(267.3
|
)
|
|
—
|
|
|||||
Other, net
|
(6.8
|
)
|
|
15.1
|
|
|
(14.2
|
)
|
|
—
|
|
|
(5.9
|
)
|
|||||
Net cash used in investing activities
|
(29.9
|
)
|
|
(112.0
|
)
|
|
(371.4
|
)
|
|
(267.3
|
)
|
|
(780.6
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of senior notes
|
975.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
975.0
|
|
|||||
Repurchase of senior notes
|
(327.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(327.1
|
)
|
|||||
Payment of debt issuance and other financing costs
|
(18.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.1
|
)
|
|||||
Cash restricted for use - repurchase of senior notes
|
(250.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250.0
|
)
|
|||||
Repurchase of common stock
|
(411.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(411.4
|
)
|
|||||
Dividends paid to Lear Corporation stockholders
|
(65.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65.3
|
)
|
|||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(25.9
|
)
|
|
—
|
|
|
(25.9
|
)
|
|||||
Intercompany transactions
|
15.9
|
|
|
(65.6
|
)
|
|
(230.2
|
)
|
|
279.9
|
|
|
—
|
|
|||||
Other, net
|
(20.2
|
)
|
|
—
|
|
|
(17.8
|
)
|
|
—
|
|
|
(38.0
|
)
|
|||||
Net cash used in financing activities
|
(101.2
|
)
|
|
(65.6
|
)
|
|
(273.9
|
)
|
|
279.9
|
|
|
(160.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of foreign currency translation
|
—
|
|
|
—
|
|
|
(30.0
|
)
|
|
—
|
|
|
(30.0
|
)
|
|||||
Net Change in Cash and Cash Equivalents
|
34.3
|
|
|
(0.1
|
)
|
|
(77.8
|
)
|
|
—
|
|
|
(43.6
|
)
|
|||||
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
|
$
|
377.8
|
|
|
$
|
—
|
|
|
$
|
716.3
|
|
|
$
|
—
|
|
|
$
|
1,094.1
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
(in millions)
|
Lear
|
|
Guarantors
|
|
Non-
guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
174.3
|
|
|
$
|
226.0
|
|
|
$
|
480.1
|
|
|
$
|
(60.3
|
)
|
|
$
|
820.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
(17.9
|
)
|
|
(110.6
|
)
|
|
(332.1
|
)
|
|
—
|
|
|
(460.6
|
)
|
|||||
Insurance proceeds
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|||||
Intercompany transactions
|
304.1
|
|
|
(2.4
|
)
|
|
1,090.9
|
|
|
(1,392.6
|
)
|
|
—
|
|
|||||
Other, net
|
43.0
|
|
|
3.8
|
|
|
2.8
|
|
|
—
|
|
|
49.6
|
|
|||||
Net cash used in investing activities
|
329.2
|
|
|
(109.2
|
)
|
|
768.7
|
|
|
(1,392.6
|
)
|
|
(403.9
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from the issuance of senior notes
|
500.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|||||
Repurchase of senior notes
|
(72.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72.1
|
)
|
|||||
Payment of debt issuance and other financing costs
|
(13.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|||||
Repurchase of common stock
|
(1,000.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000.1
|
)
|
|||||
Dividends paid to Lear Corporation stockholders
|
(58.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.4
|
)
|
|||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
(44.0
|
)
|
|
—
|
|
|
(44.0
|
)
|
|||||
Change in intercompany accounts
|
6.5
|
|
|
(116.8
|
)
|
|
(1,342.6
|
)
|
|
1,452.9
|
|
|
—
|
|
|||||
Other, net
|
(3.9
|
)
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
|
(10.5
|
)
|
|||||
Net cash used in financing activities
|
(641.4
|
)
|
|
(116.8
|
)
|
|
(1,393.2
|
)
|
|
1,452.9
|
|
|
(698.5
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of foreign currency translation
|
—
|
|
|
—
|
|
|
17.8
|
|
|
—
|
|
|
17.8
|
|
|||||
Net Change in Cash and Cash Equivalents
|
(137.9
|
)
|
|
—
|
|
|
(126.6
|
)
|
|
—
|
|
|
(264.5
|
)
|
|||||
Cash and Cash Equivalents as of Beginning of Period
|
481.4
|
|
|
0.1
|
|
|
920.7
|
|
|
—
|
|
|
1,402.2
|
|
|||||
Cash and Cash Equivalents as of End of Period
|
$
|
343.5
|
|
|
$
|
0.1
|
|
|
$
|
794.1
|
|
|
$
|
—
|
|
|
$
|
1,137.7
|
|
December 31,
|
2015
|
|
2014
|
||||
Senior notes
|
$
|
1,947.2
|
|
|
$
|
1,694.5
|
|
Less — Current portion
|
(21.9
|
)
|
|
(240.5
|
)
|
||
Long-term debt
|
$
|
1,925.3
|
|
|
$
|
1,454.0
|
|
|
Balance
as of Beginning
of Period
|
|
Additions
|
|
Retirements
|
|
Other
Changes
|
|
Balance
as of End
of Period
|
||||||||||
For the year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation of accounts deducted from related assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
27.5
|
|
|
$
|
14.1
|
|
|
$
|
(4.5
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
34.4
|
|
Allowance for deferred tax assets
|
508.5
|
|
|
51.9
|
|
|
(25.9
|
)
|
|
(38.8
|
)
|
|
495.7
|
|
|||||
Total
|
$
|
536.0
|
|
|
$
|
66.0
|
|
|
$
|
(30.4
|
)
|
|
$
|
(41.5
|
)
|
|
$
|
530.1
|
|
|
Balance
as of Beginning
of Period
|
|
Additions
|
|
Retirements
|
|
Other
Changes
|
|
Balance
as of End
of Period
|
||||||||||
For the year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation of accounts deducted from related assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
34.5
|
|
|
$
|
7.6
|
|
|
$
|
(10.0
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
27.5
|
|
Allowance for deferred tax assets
|
642.6
|
|
|
41.3
|
|
|
(117.0
|
)
|
|
(58.4
|
)
|
|
508.5
|
|
|||||
Total
|
$
|
677.1
|
|
|
$
|
48.9
|
|
|
$
|
(127.0
|
)
|
|
$
|
(63.0
|
)
|
|
$
|
536.0
|
|
|
Balance
as of Beginning
of Period
|
|
Additions
|
|
Retirements
|
|
Other
Changes
|
|
Balance
as of End
of Period
|
||||||||||
For the year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation of accounts deducted from related assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
35.4
|
|
|
$
|
11.8
|
|
|
$
|
(13.9
|
)
|
|
$
|
1.2
|
|
|
$
|
34.5
|
|
Allowance for deferred tax assets
|
628.2
|
|
|
54.9
|
|
|
(55.5
|
)
|
|
15.0
|
|
|
642.6
|
|
|||||
Total
|
$
|
663.6
|
|
|
$
|
66.7
|
|
|
$
|
(69.4
|
)
|
|
$
|
16.2
|
|
|
$
|
677.1
|
|
(a)
|
Disclosure Controls and Procedures
|
(b)
|
Management’s Annual Report on Internal Control over Financial Reporting
|
(c)
|
Attestation Report of the Registered Public Accounting Firm
|
(d)
|
Changes in Internal Control over Financial Reporting
|
As of December 31, 2015
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of securities
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
2,939,085
|
|
(1)
|
$
|
—
|
|
(2)
|
3,662,993
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
2,939,085
|
|
|
$
|
—
|
|
|
3,662,993
|
|
(1)
|
Includes
708,749
of outstanding restricted stock units and
2,230,336
of outstanding performance shares. Outstanding performance shares are reflected at the maximum possible payout that may be earned during the relevant performance periods.
|
(2)
|
Reflects outstanding restricted stock units and performance shares at a weighted average price of zero.
|
1.
|
Consolidated Financial Statements:
|
2.
|
Financial Statement Schedule:
|
3.
|
The exhibits listed on the "Index to Exhibits" on pages 109 through 111 are filed with this Form 10-K or incorporated by reference as set forth below.
|
(b)
|
The exhibits listed on the "Index to Exhibits" on pages 109 through 111 are filed with this Form 10-K or incorporated by reference as set forth below.
|
(c)
|
Additional Financial Statement Schedules
|
Lear Corporation
|
||
|
|
|
By:
|
|
/s/ Matthew J. Simoncini
|
|
|
Matthew J. Simoncini
|
|
|
President and Chief Executive Officer and a Director (Principal Executive Officer)
|
/s/ Matthew J. Simoncini
|
|
/s/ Kathleen A. Ligocki
|
Matthew J. Simoncini
|
|
Kathleen A. Ligocki
|
President and Chief Executive Officer and a Director
|
|
a Director
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Jeffrey H. Vanneste
|
|
/s/ Conrad L. Mallett, Jr.
|
Jeffrey H. Vanneste
|
|
Conrad L. Mallett, Jr.
|
Senior Vice President and Chief Financial Officer
|
|
a Director
|
(Principal Financial Officer )
|
|
|
|
|
|
/s/ James L. Murawski
|
|
/s/ Donald L. Runkle
|
James L. Murawski
|
|
Donald L. Runkle
|
Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
|
|
a Director
|
|
|
|
/s/ Richard H. Bott
|
|
/s/ Gregory C. Smith
|
Richard H. Bott
|
|
Gregory C. Smith
|
a Director
|
|
a Director
|
|
|
|
/s/ Thomas P. Capo
|
|
/s/ Henry D.G. Wallace
|
Thomas P. Capo
|
|
Henry D.G. Wallace
|
a Director
|
|
Non-Executive Chairman of the Board of Directors and a Director
|
|
|
|
/s/ Jonathan F. Foster
|
|
|
Jonathan F. Foster
a Director
|
|
|
Exhibit
Number
|
|
|
|
Exhibit
|
|
|
|
||
3.1
|
|
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated November 9, 2009).
|
|
|
|
||
3.2
|
|
|
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated November 9, 2009).
|
|
|
|
||
3.3
|
|
|
|
Certificate of Designations of Series A Convertible Participating Preferred Stock of the Company, as filed with the Secretary of State of the State of Delaware on November 9, 2009 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K dated November 9, 2009).
|
|
|
|
||
4.1
|
|
|
|
Warrant Agreement by and between the Company and Mellon Investor Services LLC, as Warrant Agent, dated as of November 9, 2009 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 9, 2009).
|
|
|
|
||
4.2
|
|
|
|
Indenture, dated March 26, 2010, among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 23, 2010).
|
|
|
|
||
4.3
|
|
|
|
First Supplemental Indenture, dated March 26, 2010, among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 23, 2010).
|
|
|
|
||
4.4
|
|
|
|
Second Supplemental Indenture, dated as of August 15, 2012, by and among Lear Corporation, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).
|
|
|
|
||
4.5
|
|
|
|
Third Supplemental Indenture, dated as of January 17, 2013, by and among Lear Corporation, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated January 14, 2013).
|
|
|
|
||
4.6
|
|
|
|
Registration Rights Agreement, dated as of January 17, 2013, by and among the Company and each of the other parties thereto (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 14, 2013).
|
|
|
|
|
|
4.7
|
|
|
|
Fourth Supplemental Indenture, dated as of March 14, 2014, by and among Lear Corporation, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 11, 2014).
|
|
|
|
|
|
4.8
|
|
|
|
Fifth Supplemental Indenture, dated November 21, 2014, among the Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 21, 2014).
|
|
|
|
||
4.9
|
|
|
|
Sixth Supplemental Indenture, dated June 25, 2015, among the Company, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2015).
|
|
|
|
|
|
10.1
|
|
|
|
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 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 14, 2014).
|
|
|
|
||
10.2
|
|
*
|
|
Lear Corporation 2009 Long-Term Stock Incentive Plan, amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).
|
|
|
|
||
10.3
|
|
*
|
|
Lear Corporation Pension Equalization Program, as amended through August 15, 2003 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).
|
|
|
|
||
10.4
|
|
*
|
|
First Amendment to the Lear Corporation Pension Equalization Program, dated as of December 21, 2006 (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006).
|
|
|
|
10.5
|
|
*
|
|
Second Amendment to the Lear Corporation Pension Equalization Program, dated as of May 9, 2007 (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007).
|
|
|
|
||
10.6
|
|
*
|
|
Third Amendment to the Lear Corporation Pension Equalization Program, effective as of December 18, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 18, 2007).
|
|
|
|
|
|
**10.7
|
|
*
|
|
Lear Corporation Outside Directors Compensation Plan, amended and restated effective January 1, 2016.
|
|
|
|
||
10.8
|
|
*
|
|
Lear Corporation Outside Directors Compensation Plan – Form of Retainer and Stock Grant Deferral Elections (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011).
|
|
|
|
||
10.9
|
|
*
|
|
Form of 2014 Restricted Stock Unit Terms and Conditions under the Lear Corporation 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2011).
|
|
|
|
||
10.10
|
|
*
|
|
Form of Performance Share Terms and Conditions under the Lear Corporation 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2011).
|
|
|
|
||
**10.11
|
|
*
|
|
Form of 2016 Restricted Stock Unit Terms and Conditions under the Lear Corporation 2009 Long-Term Stock Incentive Plan.
|
|
|
|
||
**10.12
|
|
*
|
|
Form of 2016 Performance Share Terms and Conditions under the Lear Corporation 2009 Long-Term Stock Incentive Plan.
|
|
|
|
||
10.13
|
|
*
|
|
Lear Corporation Salaried Retirement Restoration Program (f/k/a Lear Corporation PSP Excess Plan), amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 14, 2012).
|
|
|
|
||
**10.14
|
|
*
|
|
Form of Restricted Stock Unit "Career Shares" Award Agreement under the Lear Corporation 2009 Long-Term Stock Incentive Plan.
|
|
|
|
||
10.15
|
|
*
|
|
Form of 2013 Restricted Stock Unit Terms and Conditions under the Lear Corporation 2009 Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2013).
|
|
|
|
||
10.16
|
|
*
|
|
Amended and Restated Employment Agreement, dated as of August 9, 2011, between the Company and Matthew J. Simoncini (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2011).
|
|
|
|
||
10.17
|
|
*
|
|
Employment Agreement, dated March 15, 2012, between the Company and Jeffrey H. Vanneste (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
|
|
|
||
10.18
|
|
*
|
|
Amended and Restated Employment Agreement, dated September 12, 2012, between the Company and Frank C. Orsini (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2012).
|
|
|
|
||
10.19
|
|
*
|
|
Amended and Restated Employment Agreement, dated September 11, 2013, between the Company and Raymond E. Scott (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2013).
|
|
|
|
||
10.20
|
|
*
|
|
Amended and Restated Employment Agreement, dated September 11, 2013, between the Company and Terrence B. Larkin (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2013).
|
|
|
|
||
10.21
|
|
*
|
|
Amended and Restated Employment Agreement, dated September 11, 2013, between the Company and Melvin L. Stephens (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2013).
|
|
|
|
||
10.22
|
|
|
|
Agreement, dated April 1, 2013, by and among Lear Corporation, Marcato, L.P., Marcato II, L.P., Marcato International Master Fund, Ltd., Marcato Capital Management LLC, Oskie Master Fund, LP and Oskie Capital Management, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2013).
|
|
|
|
||
10.23
|
|
|
|
Letter Agreement Re: Accelerated Share Repurchase between Citibank, N.A. and Lear Corporation, dated April 25, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 25, 2013).
|
|
|
|
10.24
|
|
*
|
|
Lear Corporation Annual Incentive Plan (Amended and Restated as of January 1, 2014) (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2014).
|
|
|
|
||
10.25
|
|
*
|
|
First Amendment to the Lear Corporation Salaried Retirement Restoration Program (as amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014).
|
|
|
|
||
10.26
|
|
|
|
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 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2015).
|
|
|
|
|
|
**12.1
|
|
|
|
Computation of ratios of earnings to fixed charges.
|
|
|
|
|
|
**21.1
|
|
|
|
List of subsidiaries of the Company.
|
|
|
|
|
|
**23.1
|
|
|
|
Consent of Ernst & Young LLP.
|
|
|
|
||
**31.1
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
|
|
|
|
||
**31.2
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
|
|
|
|
|
|
**32.1
|
|
|
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
||
**32.2
|
|
|
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
||
99.1
|
|
|
|
Debtors’ First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code dated September 18, 2009 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated November 5, 2009).
|
|
|
|
||
***101.INS
|
|
|
|
XBRL Instance Document.
|
|
|
|
||
***101.SCH
|
|
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
||
***101.CAL
|
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
||
***101.LAB
|
|
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
||
***101.PRE
|
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
||
***101.DEF
|
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
(a)
|
the date specified by the Outside Director in his or her Deferral Election for each such Plan Year Account;
|
(b)
|
the Outside Director’s Termination Date; and
|
(c)
|
the date on which a Change in Control occurs.
|
(a)
|
Insider Trading.
To the extent any provision of the Plan or action by the Board would subject any Outside Director to liability under Section 16(b) of the Exchange Act, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Board.
|
(b)
|
Section 409A.
This Plan is intended to comply with Code Section 409A and the regulations thereunder, and will be administered and interpreted in accordance with such intent. If the Company determines that any provision of the Plan is or might be inconsistent with the requirements of Code Section 409A, it will attempt in good faith to make such changes to the Plan as may be necessary or appropriate to avoiding an Outside Director’s becoming subject to adverse tax consequences under Code Section 409A. No provision of the Plan will be interpreted to transfer any liability for a failure to comply with Code Section 409A from an Outside Director or any other individual to the Company.
|
Performance At
|
Performance Goals
|
|
Adjusted Return on Invested Capital
|
Adjusted Cumulative Pretax Income (millions)
|
|
Maximum (200%)
|
[goal]
|
[goal]
|
Target (100%)
|
[goal]
|
[goal]
|
Threshold (50%)
|
[goal]
|
[goal]
|
Performance At
|
Performance Shares
|
|
Adjusted Return on Invested Capital
|
Adjusted Cumulative Pretax Income
|
|
Maximum
|
400
|
200
|
Target
|
200
|
100
|
Threshold
|
100
|
50
|
Title:
|
___________________________
|
|
|
|
|
|
|
|
|
|
Exhibit 12.1
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Computation of Ratios of Earnings to Fixed Charges
|
|||||||||||||||||||
(In millions, except ratio of earnings to fixed charges)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated income before provision (benefit) for
income taxes and equity in net income of affiliates
|
$
|
1,031.5
|
|
|
$
|
787.4
|
|
|
$
|
610.1
|
|
|
$
|
648.9
|
|
|
$
|
615.7
|
|
Fixed charges
|
128.8
|
|
|
110.2
|
|
|
107.5
|
|
|
86.2
|
|
|
72.8
|
|
|||||
Distributed income of affiliates
|
54.1
|
|
|
25.0
|
|
|
17.6
|
|
|
14.0
|
|
|
43.6
|
|
|||||
Earnings
|
$
|
1,214.4
|
|
|
$
|
922.6
|
|
|
$
|
735.2
|
|
|
$
|
749.1
|
|
|
$
|
732.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
86.7
|
|
|
$
|
67.5
|
|
|
$
|
68.4
|
|
|
$
|
49.9
|
|
|
$
|
39.7
|
|
Portion of lease expense representative of interest
|
42.1
|
|
|
42.7
|
|
|
39.1
|
|
|
36.3
|
|
|
33.1
|
|
|||||
Fixed charges
|
$
|
128.8
|
|
|
$
|
110.2
|
|
|
$
|
107.5
|
|
|
$
|
86.2
|
|
|
$
|
72.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
9.4
|
|
|
8.4
|
|
|
6.8
|
|
|
8.7
|
|
|
10.1
|
|
Lear Automotive (Thailand) Co., Ltd. (Thailand)
|
Lear Sewing (Pty.) Ltd. (South Africa)
|
Lear Automotive Corporation Singapore Pte. Ltd. (Singapore)
|
Lear Shanghai Automotive Metals Co., Ltd. (China)
|
Lear Automotive EEDS Honduras, S.A. (Honduras)
|
Lear Shurlok Electronics (Proprietary) Limited (South Africa) (51%)
|
Lear Automotive Electronics and Electrical Products (Shanghai) Co., Ltd. (China)
|
Lear Trim Oto Yan Sanayi Limited Sirketi (Turkey)
|
Lear Automotive Fabrics (Rui’An) Co., Ltd. (China) (95%)
|
Lear UK Acquisition Limited (United Kingdom)
|
Lear Automotive India Private Limited (India)
|
Liuzhou Lear DFM Fangsheng Automotive Seating Co., Ltd. (China) (25.5%)
|
Lear Automotive Manufacturing, L.L.C. (Delaware)
|
Markol Otomotiv Yan Sanayi ve Ticaret A.S. (Turkey) (35%)
|
Lear Automotive Metals (Wuhan) Co., Ltd. (China)
|
Martur Sunger ve Koltuk Tesisleri Ticaret A.S. (Turkey) (.7%)
|
Lear Automotive Morocco SAS (Morocco)
|
MSeat Inc. (Korea) (.186%)
|
Lear Automotive Operations Netherlands B.V. (Netherlands)
|
OOO Lear (Russia)
|
Lear Automotive Services (Netherlands) B.V. (Netherlands)
|
PT Lear Automotive Indonesia (Indonesia)
|
Lear Automotive Systems (Chongqing) Co., Ltd. (China)
|
PT Lear Corporation Indonesia (Indonesia) (51%)
|
Lear Automotive Systems (Shenyang) Co., Ltd. (China)
|
RevoLaze, LLC (Delaware) (20%)
|
Lear Automotive Systems (Yangzhou) Co., Ltd. (China)
|
Rouquinet Deroy Limited (United Kingdom)
|
Lear Canada (Canada)
|
Shanghai Lear Automotive Systems Co., Ltd. (China)
|
Lear Canada Investments Ltd. (Canada)
|
Shanghai Lear STEC Automotive Parts Co., Ltd. (China) (55%)
|
Lear Chang’an (Chongqing) Automotive System Co., Ltd. (China) (55%)
|
Shenyang Lear Automotive Seating and Interior Systems Co., Ltd. (China) (60%)
|
Lear Chang’an (Hangzhou) Automotive Seating Co., Ltd. (China) (55%)
|
Tachi-S Lear DFM Automotive Seating (Xiangyang) Co., Ltd. (China) (24.5%)
|
Lear Corporation (Mauritius) Limited (Mauritius)
|
Tacle Guangzhou Automotive Seat Co., Ltd. (China) (20%)
|
Lear Corporation (Nottingham) Limited (United Kingdom)
|
Tacle Seating UK Limited (United Kingdom)
|
Lear Corporation (Shanghai) Limited (China)
|
Wuhan Lear DFM Yunhe Automotive Seating Co., Ltd. (China) (40%)
|
Lear Corporation (UK) Limited (United Kingdom)
|
Wuhan Lear-DFM Auto Electric Company, Limited (China) (75%)
|
Lear Corporation (Vietnam) Limited (Vietnam)
|
Wuhan Lear-Yunhe Automotive Interior System Co., Ltd. (China) (50%)
|
Lear Corporation Asientos S.L. (Spain)
|
Zhengzhou Lear DFM Taixin Automotive Seating Co., Ltd. (China) (25.5%)
|
|
|
(1)
|
All subsidiaries are wholly owned unless otherwise indicated.
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 9, 2016
|
By:
|
/s/ Matthew J. Simoncini
|
|
|
|
Matthew J. Simoncini
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
February 9, 2016
|
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:
|
February 9, 2016
|
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:
|
February 9, 2016
|
Signed:
|
/s/ Jeffrey H. Vanneste
|
|
|
|
Jeffrey H. Vanneste
|
|
|
|
Chief Financial Officer
|