Capital Stock, Accumulated Other Comprehensive Loss and Equity

12 Months Ended

Dec. 31, 2020

Capital Stock, Accumulated Other Comprehensive Loss and Equity

Common Stock

The Company is authorized to issue up to 300,000,000 shares of Common Stock. The Company’s Common Stock is listed on the New York Stock Exchange under the symbol "LEA" and has the following rights and privileges:

•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.

Common Stock Share Repurchase Program

Since the first quarter of 2011, the Company's Board of Directors has authorized $6.1 billion in share repurchases under its common stock share repurchase program. As of December 31, 2020, the Company has paid $4.7 billion in aggregate for repurchases of its common stock, at an average price of $90.07 per share, excluding commissions and related fees. In March 2020, as a proactive measure in response to the COVID-19 pandemic, the Company suspended share repurchases under its share repurchase program.

Share repurchases are shown below (in millions except for shares and per share amounts):


For the year ended December 31,	Aggregate Repurchases		Cash paid for Repurchases		Number of Shares	Average Price per Share (2)
2020 (1)	$	70.0	$	70.0	641,149	$	109.22
2019	$	380.4	$	384.7	2,819,081	$	134.95
2018	$	705.2	$	704.9	4,308,418	$	163.69

(1) Prior to suspension.

(2) Excludes commissions.

As of December 31, 2020, the Company has a remaining repurchase authorization of $1.4 billion under its current common stock share repurchase program, which will expire on December 31, 2022. The Company may implement these share repurchases through a variety of methods, including, but not limited to, open market purchases, accelerated stock repurchase programs and structured repurchase transactions. The extent to which the Company will repurchase its outstanding common stock and the timing of such repurchases will depend upon its financial condition, prevailing market conditions, alternative uses of capital and other factors.

In addition to shares repurchased under the Company’s common stock share repurchase program described above, the Company classified shares withheld from the settlement of the Company’s restricted stock unit and performance share awards to cover tax withholding requirements as common stock held in treasury in the accompanying consolidated balance sheets as of December 31, 2020 and 2019.

In 2018, the Company’s Board of Directors approved the retirement of 8 million shares of common stock held in treasury. These retired shares are reflected as authorized, but not issued, in the accompanying consolidated balance sheets as of December 31, 2020 and 2019. The retirement of shares held in treasury resulted in a reduction in the par value of common stock, additional paid-in capital and retained earnings of $0.1 million, $155.9 million and $1,014.2 million, respectively. These reductions were offset by a corresponding reduction in shares held in treasury of $1,170.2 million. Accordingly, there was no effect on stockholders' equity as a result of this transaction.

Quarterly Dividend

In March 2020, as a proactive measure in response to the COVID-19 pandemic, the Company suspended its quarterly cash dividend. Prior to the suspension, the Company’s Board of Directors declared a cash dividend of $0.77 per share of common stock in the first quarter of 2020. The quarterly cash dividend was reinstated in the fourth quarter of 2020 at $0.25 per share of common stock. In 2019 and 2018, the Company’s Board of Directors declared quarterly cash dividends of $0.75 and $0.70, respectively, per share of common stock.

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


For the year ended December 31,	2020		2019		2018
Dividends declared	$	62.1	$	186.3	$	185.8
Dividends paid	$	67.3	$	186.3	$	186.3

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

Accumulated Other Comprehensive Loss

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

A summary of changes in accumulated other comprehensive loss, net of tax is shown below (in millions):


For the year ended December 31,	2020		2019		2018
Defined benefit plans:
Balance at beginning of year	$	(217.6)	$	(172.8)	$	(184.0)
Reclassification adjustments (net of tax expense of $4.7 million in 2020, $2.0 million in 2019 and $2.4 million in 2018)	14.3		5.0		9.0
Other comprehensive income (loss) recognized during the period (net of tax benefit (expense) of $23.2 million in 2020, $15.7 million in 2019 and ($0.6) million in 2018)	(73.6)		(49.8)		2.2
Balance at end of year	$	(276.9)	$	(217.6)	$	(172.8)
Derivative instruments and hedge activities:
Balance at beginning of year	$	9.8	$	(9.7)	$	(22.9)
Reclassification adjustments (net of tax benefit (expense) of ($1.8) million in 2020, $10.2 million in 2019 and $4.1 million in 2018)	7.5		(38.0)		(15.2)
Other comprehensive income (loss) recognized during the period (net of tax benefit (expense) of $1.0 million in 2020, ($15.7) million in 2019 and ($7.4) million in 2018)	(4.7)		57.5		28.4
Balance at end of year	$	12.6	$	9.8	$	(9.7)
Currency translation adjustments:
Balance at beginning of year	$	(564.9)	$	(523.3)	$	(306.5)
Other comprehensive income (loss) recognized during the period (net of tax benefit of $3.8 million in 2020, $0.9 million in 2019 and $2.3 million in 2018)	124.1		(41.6)		(216.8)
Balance at end of year	$	(440.8)	$	(564.9)	$	(523.3)

For the years ended December 31, 2020, 2019 and 2018, other comprehensive income (loss) related to currency translation adjustments includes pretax losses related to intercompany transactions for which settlement is not planned or anticipated in the foreseeable future of $0.6 million, $0.5 million and $1.2 million, respectively.

For the years ended December 31, 2020 and 2019, other comprehensive income (loss) related to currency translation adjustments also includes net investment hedge losses of $18.3 million and $4.4 million, respectively.

Redeemable Noncontrolling Interest

In accordance with GAAP, the Company records redeemable noncontrolling interests at the greater of (1) the initial carrying amount adjusted for the noncontrolling interest holder’s share of total comprehensive income or loss and dividends ("noncontrolling interest carrying value") or (2) the redemption value as of and based on conditions existing as of the reporting date. Required redeemable noncontrolling interest adjustments are recorded as an increase to redeemable noncontrolling interests, with an offsetting adjustment to retained earnings. The redeemable noncontrolling interest is classified in mezzanine equity in the accompanying consolidated balance sheet as of December 31, 2019.

In 2020, the noncontrolling interest holder in Shanghai Lear STEC Automotive Parts Co., Ltd. exercised its option requiring the Company to purchase its 45% redeemable noncontrolling interest. The transaction was completed in the fourth quarter of 2020 for $95.5 million plus undistributed retained earnings of $26.8 million. These amounts are reflected in cash flows from financing activities in the accompanying statement of cash flows for the year ended December, 31, 2020.

For further information related to the redeemable noncontrolling interest adjustment, see Note 3, "Summary of Significant Accounting Policies — Net Income Per Share Attributable to Lear."

Noncontrolling Interests

In 2019, the Company deconsolidated GACC as it no longer controls the entity. In 2018, the Company gained control of Lear FAWSN. For further information related to these transactions, see Note 6, "Investments in Affiliates and Other Related Party Transactions."