What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-10 compared with 2020-02-04 · 39 added, 15 removed, 87 unchanged (38% of the section changed)

4 unchanged sentences

We currently expect to pay quarterly cash dividends in the future, although such payments are at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements, alternative uses of capital and other factors that our Board of Directors may consider at its discretion.

See Part II — Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements," and Note 11 , " Capital Stock, Accumulated Other Comprehensive Loss and Equity ," to the consolidated financial statements included in this Report.

See Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Forward-Looking Statements," and Note 12, "Capital Stock, Accumulated Other Comprehensive Loss and Equity," to the consolidated financial statements included in this Report.

Holders of Common Stock

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As of December 31, 2020, we have a remaining repurchase authorization of $1.4 billion, which will expire on December 31, 2022.

In March 2020, as a proactive measure in response to the COVID-19 pandemic, we suspended share repurchases under our share repurchase program.

We may implement our share repurchases through a variety of methods, including, but not limited to, open market purchases, accelerated stock repurchase programs and structured repurchase transactions.

The extent to which we will repurchase our outstanding common stock and the timing of such repurchases will depend upon our financial condition, prevailing market conditions, alternative uses of capital and other factors.

As of December 31, 2020, we have paid $4.7 billion in aggregate for repurchases of our outstanding common stock, at an average price of $90.07 per share, excluding commissions and related fees, since the first quarter of 2011.

A summary of the shares of our common stock repurchased during the fiscal quarter ended December 31, 2020, is shown below:

Total Number of Shares

Period Total Number

Purchased Average

per Share Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs

Approximate Dollar

Plans or Programs Approximate Dollar

Value of Shares that

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(in millions)

September 29, 2019 through October 26, 2019

October 27, 2019 through November 23, 2019

October 4, 2020 through October 31, 2020 — $ — — $ 1,430.0

November 1, 2020 through November 28, 2020 — — — 1,430.0

November 29, 2020 through December 31, 2020 — — — 1,430.0

Total — $ — — $ 1,430.0

Performance Graph

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The graph below assumes that $100 was invested on December 31, 2015, in each of our common stock, the stocks comprising the S&P 500 Index and the stocks comprising the peer group.

2015 December 31,

2016 December 31,

2017 December 31,

2018 December 31,

2019 December 31,

Lear Corporation $ 100.00 $ 108.88 $ 147.22 $ 104.10 $ 119.05 $ 139.18

Peer Group (1)

S&P 500 $ 100.00 $ 111.95 $ 136.38 $ 130.39 $ 171.44 $ 174.68

Current Peer Group (1)

$ 100.00 $ 95.59 $ 125.89 $ 75.43 $ 92.92 $ 109.54

Previous Peer Group (1)

$ 100.00 $ 100.31 $ 135.64 $ 91.79 $ 123.23 $ 155.37

(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 suppliers whose common stock is publicly traded.

Our peer group, referenced in the graph above, consists of Adient plc, American Axle & Manufacturing Holdings Inc., Aptiv PLC, BorgWarner Inc., Dana Holding Corporation, Gentex Corp., Magna International, Inc., Superior Industries International, Inc., Tenneco Inc.

Our current peer group, referenced in the graph above, consists of Adient plc, American Axle & Manufacturing Holdings Inc., Aptiv PLC, Autoliv, Inc., BorgWarner Inc., Continental AG, Cooper-Standard Holdings Inc., Dana Incorporated, Faurecia, Gentex Corporation, Gentherm Incorporated, Magna International, Inc., Tenneco Inc., Valeo and Visteon Corporation, which we believe provides a more meaningful comparison of stock performance than our previous peer group.

Our previous peer group, referenced in the graph above, consisted of Adient plc, American Axle & Manufacturing Holdings Inc., Aptiv PLC, BorgWarner Inc., Dana Incorporated, Gentex Corporation, Magna International, Inc., Superior Industries International, Inc., Tenneco Inc.

and Visteon Corporation.

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(in millions) (6)

Net sales $ 17,045.5 $ 19,810.3 $ 21,148.5 $ 20,467.0 $ 18,557.6

Gross profit 1,108.9 1,737.5 2,318.3 2,291.1 2,122.6

Selling, general and administrative expenses 588.9 605.0 612.8 635.2 608.2

2 unchanged sentences

Other (income) expense, net (7)

55.2 24.6 31.6 (4.1) 40.6

Consolidated income before provision for income taxes and equity in net income of affiliates 299.3 953.6 1,538.4 1,526.7 1,338.3

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Diluted net income per share available to Lear common stockholders $ 2.62 $ 12.75 $ 17.22 $ 18.59 $ 13.33

Weighted average shares outstanding – basic

Weighted average shares outstanding –

basic 60,254,380 61,697,192 65,672,164 68,542,563 72,345,436

Weighted average shares outstanding – diluted 60,426,962 61,923,528 66,161,816 69,277,981 73,124,949

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Current assets $ 6,776.7 $ 6,406.7 $ 6,280.5 $ 6,613.0 $ 5,649.3

Total assets 13,198.6 12,680.7 11,600.7 11,945.9 9,900.6

Current liabilities 5,076.7 4,666.2 4,500.6 4,854.3 4,182.3

Long-term debt 2,300.3 2,293.7 1,941.0 1,951.5 1,898.0

Equity 4,614.9 4,501.1 4,360.6 4,292.6 3,192.9

Other Data (unaudited):

1 unchanged sentence

North American content per vehicle (8)

$ 509 $ 451 $ 452 $ 456 $ 422

North American vehicle production (in millions) (9)

13.0 16.3 17.0 17.1 17.8

European content per vehicle (10)

$ 370 $ 359 $ 385 $ 354 $ 316

European vehicle production (in millions) (11)

16.9 21.7 22.6 23.0 22.3

(1) 2020 results include $149.9 million of restructuring and related manufacturing inefficiency charges (including $23.3 million of asset impairment charges), $21.1 million loss on the extinguishment of debt, $4.0 million impairment of an investment, $33.8 million of tax benefits related to restructuring charges and various other items, a $15.5 million tax benefit related to the U.S.

deferred tax effect of our foreign branches and $28.9 million of tax expense related to a net increase in valuation allowances on deferred tax assets.

(2) 2019 results include $189.7 million of restructuring and related manufacturing inefficiency charges (including $9.5 million of asset impairment charges), $1.6 million of transaction costs, $1.1 million loss related to litigation, $1.6 million related to a favorable indirect tax ruling in a foreign jurisdiction, $10.6 million loss on the extinguishment of debt, $5.0 million impairment of an investment, $4.0 million gain related to the deconsolidation of an affiliate, $1.6 million gain related to an affiliate and $122 million of net tax benefits related to an increase in research and development tax credits for the years 2013 through 2018, changes in the tax status of certain affiliates, the U.S.

4 unchanged sentences

(5) 2016 results include $69.6 million of restructuring and related manufacturing inefficiency charges (including $4.7 million of fixed asset impairment charges), $34.2 million non-cash pension settlement charge, $1.3 million of transaction costs, $30.3 million gain related to obtaining control of an affiliate and $23.6 million of net tax benefits related to restructuring charges, a non-cash pension settlement charge and various other items.

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 related to restructuring charges, debt redemption costs, acquisition costs and various other items.

The income statement for 2016 has been restated to reflect a non-cash pension settlement charge as other (income) expense, net in conjunction with the 2018 adoption of Accounting Standards Update ("ASU") 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." As a result, gross profit increased $20.5 million, selling, general and administrative expenses decreased $13.7 million, and other (income) expense, net increased $34.2 million.

(6) The income statement for 2016 has been restated to reflect a non-cash pension settlement charge as other (income) expense, net in conjunction with the 2018 adoption of Accounting Standards Update 2017-07, "Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." As a result, gross profit

increased $20.5 million, selling, general and administrative expenses decreased $13.7 million, and other expense, net increased $34.2 million.

(7) Includes non-income related taxes, foreign exchange gains and losses, gains and losses related to certain derivative instruments and hedging activities, losses on the extinguishment of debt, gains and losses on the disposal of fixed assets, gains and losses on the consolidation and deconsolidation of affiliates, the non-service cost components of net periodic benefit cost and other miscellaneous income and expense.

The statement of cash flows data for 2015 has been restated to reflect changes in restricted cash with changes in cash and cash equivalents in conjunction with the 2018 adoption of ASU 2016-18, "Restricted Cash." As a result, cash flows from investing activities decreased by $350.0 million, and cash flows from financing activities decreased by $250.0 million.

(8) "North American content per vehicle" is our net sales in North America divided by total North American vehicle production.

1 unchanged sentence

Content per vehicle data for 2019 has been updated to reflect actual production levels.

"North American vehicle production" includes car and light truck production in the United States, Canada and Mexico based on IHS Automotive.

(9) "North American vehicle production" includes car and light truck production in the United States, Canada and Mexico based on IHS Markit.

Production data for 2019 has been updated to reflect actual production levels.

2 unchanged sentences

Content per vehicle data for 2019 has been updated to reflect actual production levels.

"European vehicle production" includes car and light truck production 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 based on IHS Automotive.

(11) "European vehicle production" includes car and light truck production with gross 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 based on IHS Markit.

Production data for 2019 has been updated to reflect actual production levels.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity