(12) Comprehensive Income and Equity

Comprehensive Income

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 comprehensive income and reconciliations of equity, Lear Corporation stockholders’ equity and noncontrolling interests for the three and six months ended June 28, 2014, are shown below (in millions):


	Three Months Ended June 28, 2014									Six Months Ended June 28, 2014
	Equity			Lear Corporation Stockholders			Non- controlling Interests			Equity			Lear Corporation Stockholders			Non- controlling Interests

Beginning equity balance	$	3,242.5		$	3,142.3		$	100.2		$	3,149.5		$	3,045.9		$	103.6
Stock-based compensation transactions		16.3			16.3			—			16.6			16.6			—
Repurchase of common stock		(156.0	)		(156.0	)		—			(156.0	)		(156.0	)		—
Dividends declared to Lear Corporation stockholders		(16.7	)		(16.7	)		—			(33.9	)		(33.9	)		—
Dividends paid to noncontrolling interests		(1.0	)		—			(1.0	)		(6.8	)		—			(6.8	)
Acquisitions of noncontrolling interests		(15.9	)		5.4			(21.3	)		(18.0	)		5.7			(23.7	)
Sale of controlling interest		(11.5	)		—			(11.5	)		(11.5	)		—			(11.5	)
Comprehensive income:
Net income		157.8			148.5			9.3			286.4			270.5			15.9
Other comprehensive income (loss), net of tax:
Defined benefit plan adjustments		0.1			0.1			—			0.1			0.1			—
Derivative instruments and hedging activities		2.8			2.8			—			4.7			4.7			—
Foreign currency translation adjustments		2.8			3.1			(0.3	)		(9.9	)		(7.8	)		(2.1	)

Other comprehensive income (loss)		5.7			6.0			(0.3	)		(5.1	)		(3.0	)		(2.1	)

Comprehensive income		163.5			154.5			9.0			281.3			267.5			13.8

Ending equity balance	$	3,221.2		$	3,145.8		$	75.4		$	3,221.2		$	3,145.8		$	75.4

A summary of changes in accumulated other comprehensive income (loss), net of tax for the three and six months ended June 28, 2014, is shown below (in millions):


	Three Months Ended June 28, 2014			Six Months Ended June 28, 2014
Defined benefit plan adjustments:
Balance at beginning of period	$	(104.5	)	$	(104.5	)
Reclassification adjustments		0.1			0.1

Balance at end of period	$	(104.4	)	$	(104.4	)


Derivative instruments and hedging activities:
Balance at beginning of period	$	(3.4	)	$	(5.3	)
Reclassification adjustments		(2.5	)		(3.3	)
Other comprehensive income recognized during the period		5.3			8.0

Balance at end of period	$	(0.6	)	$	(0.6	)


Foreign currency translation adjustments:
Balance at beginning of period	$	(67.2	)	$	(56.3	)
Other comprehensive income (loss) recognized during the period		3.1			(7.8	)

Balance at end of period	$	(64.1	)	$	(64.1	)

Other comprehensive income (loss) related to the Company’s defined benefit plans includes pretax reclassification adjustments of $0.1 million for the three and six months ended June 28, 2014. See Note 8, “Pension and Other Postretirement Benefit Plans.” Other comprehensive income (loss) related to the Company’s derivative instruments and hedging activities includes pretax reclassification adjustments of ($3.5) million and ($4.5) million for the three and six months ended June 28, 2014, respectively. See Note 15, “Financial Instruments.”

Foreign currency translation adjustments relate primarily to the Chinese renminbi and the Brazilian real for the three and six months ended June 28, 2014.

A summary of comprehensive income and reconciliations of equity, Lear Corporation stockholders’ equity and noncontrolling interests for the three and six months ended June 29, 2013, are shown below (in millions):


	Three Months Ended June 29, 2013									Six Months Ended June 29, 2013
	Equity			Lear Corporation Stockholders			Non- controlling Interests			Equity			Lear Corporation Stockholders			Non- controlling Interests

Beginning equity balance	$	3,485.8		$	3,360.6		$	125.2		$	3,612.2		$	3,487.1		$	125.1
Stock-based compensation transactions		14.4			14.4			—			21.8			21.8			—
Repurchase of common stock		(800.0	)		(800.0	)		—			(1,000.1	)		(1,000.1	)		—
Dividends declared to Lear Corporation stockholders		(14.1	)		(14.1	)		—			(30.6	)		(30.6	)		—
Dividends paid to noncontrolling interests		(9.5	)		—			(9.5	)		(14.8	)		—			(14.8	)
Acquisition of noncontrolling interests		—			—			—			(6.6	)		(3.2	)		(3.4	)
Comprehensive income:
Net income		142.3			137.3			5.0			259.2			245.8			13.4
Other comprehensive income (loss), net of tax:
Defined benefit plan adjustments		1.8			1.8			—			3.7			3.7			—
Derivative instruments and hedging activities		(16.1	)		(16.1	)		—			(8.8	)		(8.8	)		—
Foreign currency translation adjustments		(14.3	)		(14.6	)		0.3			(45.7	)		(46.4	)		0.7

Other comprehensive income (loss)		(28.6	)		(28.9	)		0.3			(50.8	)		(51.5	)		0.7

Comprehensive income		113.7			108.4			5.3			208.4			194.3			14.1

Ending equity balance	$	2,790.3		$	2,669.3		$	121.0		$	2,790.3		$	2,669.3		$	121.0

A summary of changes in accumulated other comprehensive income (loss), net of tax for the three and six months ended June 29, 2013, is shown below (in millions):


	Three Months Ended June 29, 2013			Six Months Ended June 29, 2013
Defined benefit plan adjustments:
Balance at beginning of period	$	(248.0	)	$	(249.9	)
Reclassification adjustments		1.8			3.7

Balance at end of period	$	(246.2	)	$	(246.2	)


Derivative instruments and hedging activities:
Balance at beginning of period	$	10.0		$	2.7
Reclassification adjustments		(7.7	)		(13.5	)
Other comprehensive income recognized during the period		(8.4	)		4.7

Balance at end of period	$	(6.1	)	$	(6.1	)


Foreign currency translation adjustments:
Balance at beginning of period	$	(85.4	)	$	(53.6	)
Other comprehensive loss recognized during the period		(14.6	)		(46.4	)

Balance at end of period	$	(100.0	)	$	(100.0	)

Other comprehensive income (loss) related to the Company’s defined benefit plans includes pretax reclassification adjustments of $2.6 million and $5.2 million for the three and six months ended June 29, 2013, respectively. See Note 8, “Pension and Other Postretirement Benefit Plans.” Other comprehensive income (loss) related to the Company’s derivative instruments and hedging activities includes pretax reclassification adjustments of $10.6 million and $18.8 million for three and six months ended June 29, 2013, respectively. See Note 15, “Financial Instruments.”

Foreign currency translation adjustments relate primarily to the Euro for the three and six months ended June 29, 2013.

Lear Corporation Stockholders’ Equity

Common Stock Share Repurchase Program

On April 25, 2013, the Company entered into an accelerated stock repurchase (“ASR”) agreement with a third-party financial institution to repurchase $800 million of its common stock. In the second quarter of 2013, the Company paid $800 million to the financial institution, using cash on-hand, and received an initial delivery of 11,862,836 shares. This initial share delivery represented 80% of the ASR transaction’s value at the then-current price of $53.95 per share. These shares have been included in common stock held in treasury as of the applicable delivery date. The ultimate number of shares repurchased and the final price paid per share under the ASR transaction was determined based on the daily volume weighted average price of the Company’s common stock during the term of the ASR agreement, less an agreed upon discount. On March 31, 2014, the ASR agreement ended, and the initial delivery of 11,862,836 shares under the ASR transaction exceeded the ultimate number of shares repurchased by 658,903 shares. Under the terms of the ASR agreement, the Company had the contractual right to deliver either shares or cash equal to the value of those shares to the financial institution. The Company elected to settle the ASR transaction in cash and as a result, paid $55.5 million in the second quarter of 2014. Inclusive of the settlement, 11,862,836 shares were repurchased under the ASR transaction for $855.5 million, or an average price of $72.11 per share.

In the first half of 2014, the Company paid $156.0 million in aggregate for repurchases of its common stock, including $100.5 million of open market repurchases (1,152,832 shares at an average purchase price of $87.16 per share, excluding commissions) and $55.5 million to settle the ASR transaction. The Company has a remaining repurchase authorization of $594.0 million under its ongoing common stock share repurchase program, which will expire in April 2016. The Company may implement these share repurchases through a variety of methods, including 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, the Company’s amended and restated credit facility and the indenture governing the 2020 Notes place certain limitations on the Company’s ability to repurchase its common shares.

As of the date of this Report, the Company has paid $1.7 billion in aggregate for repurchases of its outstanding common stock, excluding commissions and related fees, since the first quarter of 2011.

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 minimum tax withholding requirements as common stock held in treasury in the accompanying condensed consolidated balance sheets as of June 28, 2014 and December 31, 2013.

Quarterly Dividend — In the first half of 2014 and 2013, the Company’s Board of Directors declared quarterly cash dividends of $0.20 and $0.17 per share of common stock, respectively. In the first half of 2014, declared dividends totaled $33.9 million, and dividends paid totaled $33.6 million. In the first half of 2013, declared dividends totaled $30.6 million, and dividends paid totaled $29.6 million. Dividends payable on common shares to be distributed under the Company’s stock-based compensation program and common shares contemplated as part of the Company’s emergence from Chapter 11 bankruptcy proceedings will be paid when such common shares are distributed.

Noncontrolling Interests

In the first half of 2014 and 2013, the Company acquired noncontrolling interests in certain of its consolidated subsidiaries. In the second quarter of 2014, the Company sold its controlling interest in a less than wholly owned consolidated subsidiary. There was no significant gain or loss recognized in connection with this transaction.