LEAR CORPORATION EXECUTIVE OVERVIEW
We are a global automotive technology leader in Seating andE-Systems , enabling superior in-vehicle experiences for consumers around the world. We supply seating, electrical distribution and connection systems and electronic systems to all of the world's major automotive manufacturers. Lear is built on a foundation and strong culture of innovation, operational excellence, and engineering and program management capabilities. We use our product, design and technological expertise, as well as our global reach and competitive manufacturing footprint, to achieve our financial goals and objectives. These include continuing to deliver profitable growth (balancing risks and returns); investing in innovation to drive business growth and profitability; maintaining a strong balance sheet with investment grade credit metrics; and consistently returning capital to our stockholders. Further, we have aligned our strategy with the key trends affecting our business - electrification, connectivity, autonomy and shared mobility. At Lear, we are Making every drive betterTM by providing technology for safer, smarter and more comfortable journeys, while adhering to our values - Be Inclusive. Be Inventive. Get Results theRight Way . Our business is organized under two reporting segments: Seating andE-Systems . Each of these segments has a varied product and technology range across a number of component categories. Our Seating business consists of the design, development, engineering and manufacture of complete seat systems, seat subsystems and key seat components. Our capabilities in operations and supply chain management enable synchronized (just-in-time) assembly and delivery of high volumes of complex complete seat systems to our customers. Included in our complete seat system and subsystem solutions are advanced comfort, wellness and safety offerings, as well as configurable seating product technologies. Our advanced comfort, wellness and safety offerings are facilitated by our system, component and integration capabilities, together with our in-house electronics, sensor, software and algorithm competencies. Our comfort offerings have been enhanced by our first quarter 2022 acquisition of substantially all of Kongsberg Automotive's Interior Comfort Systems business unit ("Kongsberg ICS"), which specializes in comfort seating solutions, including massage, lumbar, seat heat and ventilation. As the most vertically integrated global seat supplier, our key seat component product offerings include seat trim covers, surface materials such as leather and fabric, seat mechanisms, seat foam and headrests, as well as advanced comfort offerings of massage, lumbar, seat heat and ventilation. All of these products are compatible with traditional internal combustion engine ("ICE") architectures and the full range of hybrid, plug-in hybrid and battery electric architectures (collectively, "electrified powertrains"). OurE-Systems business consists of the design, development, engineering and manufacture of complete electrical distribution and connection systems and electronic systems. The combination of these capabilities enables us to provide our customers with customizable solutions with optimized designs at a competitive cost. Electrical distribution and connection systems utilize low voltage wire, high voltage wire, high speed data cables and flat wiring to connect networks and electrical signals and manage electrical power within the vehicle for all types of powertrains - from traditional ICE architectures to the full range of electrified powertrains. Key components in our electrical distribution and connection systems portfolio include wire harnesses, terminals and connectors and engineered components for both ICE architectures and electrified powertrains that require management of higher voltage and power. Electronic systems facilitate signal, data and power management within the vehicle and include the associated software required to facilitate these functions. Key components in our electronic systems portfolio include body domain and zone control modules and products specific to electrification and connectivity. Electrification products include integrated power modules and battery disconnect units, as well as on-board battery chargers, power conversion modules, high voltage battery management systems and high voltage power distribution boxes. Connectivity products include telematics control units ("TCU") and gateway modules to manage both wired and wireless networks and data in vehicles. In addition to electronic modules, we offer software that includes cybersecurity and full capabilities in both dedicated short-range communication and cellular protocols for vehicle connectivity. Our software offerings include embedded control software and cloud and mobile device-based software and services. Our customers traditionally have sourced our electronic hardware together with the software that we embed in it. We serve all of the world's major automotive manufacturers across both our Seating andE-Systems businesses, and we have automotive content on more than 450 vehicle nameplates worldwide. It is common for us to have both seating and electrical and/or electronic content on the same vehicle platform. Our businesses benefit globally from leveraging common operating standards and disciplines, including world-class product development and manufacturing processes, as well as common customer support and regional infrastructures, all of which contribute to our reputation for operational excellence. Our core capabilities are shared across component categories and include: high-precision manufacturing and assembly with short lead times; management of complex supply chains; global engineering and program management skills; the agility to establish and/or transfer production between facilities quickly; and a 35
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LEAR CORPORATION unique customer-focused culture. Our businesses utilize proprietary, industry-specific processes and standards, leverage common low-cost engineering centers and share centralized operating support functions. These functions include logistics, supply chain management, quality, health and safety, and all major administrative functions.
Industry overview
Our sales are driven by the number of vehicles produced by the automotive manufacturers, which is ultimately dependent on the availability of raw materials and components and consumer demand for automotive vehicles, and our content per vehicle. Due to the overall global economic conditions in 2020, largely as a result of the COVID-19 pandemic, the automotive industry experienced a decline in global customer sales and production volumes. Although industry production increased 3% in 2021 over 2020 and is expected to increase 5% in 2022 over 2021 (based onJuly 2022 S&P Global Mobility, formerly IHS Markit, projections), production remains well below recent historic levels and consumer demand. This is largely due to the continuing impact of the COVID-19 pandemic, particularly through supply shortages and, to a lesser extent, the resurgence of the virus inChina with corresponding "stay at home" government orders, as well as theRussia -Ukraine conflict. The most significant supply shortage relates to semiconductor chips, which is impacting global vehicle production and resulting in reductions and cancellations of planned production. In addition, we are experiencing increased costs related to labor inefficiencies and shortages, which are likely to continue for a period of time. Increases in certain commodity costs, as well as transportation, logistics and utility costs, are also impacting, and will continue to impact, our operating results for the foreseeable future. Further resurgences of the COVID-19 virus or its variants in other regions, including corresponding "stay at home" or similar government orders impacting industry production, could also impact our financial results. For risks related to the COVID-19 pandemic, including supply shortages, see Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year endedDecember 31, 2021 , as supplemented and updated by Part II - Item 1A, "Risk Factors," in this Report. InMarch 2022 , as our customers began to suspend their Russian operations as a result ofRussia's invasion ofUkraine , we similarly suspended our Russian operations. Although our net sales and total assets inRussia represent less than 1% of our consolidated net sales and total assets, theRussia -Ukraine conflict and sanctions imposed onRussia globally have resulted in economic and supply chain disruptions affecting the overall industry, the ultimate financial impact of which cannot be reasonably estimated. Further, although we do not have operations inUkraine , the Ukrainian operations of certain of our suppliers and suppliers of our customers have been and will continue to be disrupted by theRussia -Ukraine conflict. Global automotive industry production volumes in the first half of 2022, as compared to the first half of 2021, are shown below (in thousands of units): Six Months Ended July 2, July 3, 2022 (1) 2021 (1) (2) % Change North America 7,121.4 6,800.2 5 % Europe and Africa 8,040.1 9,140.7 (12) % Asia 20,645.4 20,427.3 1 % South America 1,251.8 1,258.8 (1) % Other 876.6 746.3 17 % Global light vehicle production 37,935.3 38,373.3
(1) %
(1) Production data based on S&P Global Mobility (2) Production data for 2021 have been updated from our second quarter 2021 Quarterly Report on Form 10-Q to reflect actual production levels
In addition to the factors noted above, automotive sales and production can be
affected by the age of the vehicle fleet and related scrappage rates, labor
relations issues, fuel prices, regulatory requirements, government initiatives,
trade agreements, the availability and cost of credit, the availability of
critical components needed to complete the production of vehicles, restructuring
actions of our customers and suppliers, facility closures, changing consumer
attitudes toward vehicle ownership and usage and other factors. Our operating
results are also significantly impacted by the overall commercial success of the
vehicle platforms for which we supply particular products, as well as the level
of vertical integration and profitability of the products that we supply for
these platforms. The loss of business with respect to any vehicle model for
which we are a significant supplier, or a decrease in the production levels of
any such models, could adversely affect our operating results. In addition,
larger cars and light trucks, as well as vehicle platforms that offer more
features and functionality, such as luxury, sport utility and crossover
vehicles, typically have more content and, therefore, tend to have a more
significant impact on our operating results.
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Our percentage of consolidated net sales by region in the first six months of 2022 and 2021 is shown below:
Six Months Ended
July 2, July 3,
2022 2021
North America 43 % 38 %
Europe and Africa 34 % 38 %
Asia 19 % 21 %
South America 4 % 3 %
Total 100 % 100 %
Our ability to reduce the risks inherent in certain concentrations of our business, and thereby maintain our financial performance in the future, will depend, in part, on our ability to continue to diversify our sales on a customer, product, platform and geographic basis to reflect the market overall.
The automotive industry, and our business, continue to be shaped by the broad trends of electrification, connectivity, autonomy, and shared mobility. We also consider demand and regulatory requirements related to improved energy efficiency, sustainability, enhanced safety and communications (e.g., government mandates related to fuel economy, carbon emissions and safety equipment) to be significant drivers of these trends, each of which is likely to be at the forefront of our industry for the foreseeable future. In addition to key foundational attributes imperative for success as an automotive supplier (quality, service and cost), our strategic initiatives focus on furthering our competitive differentiation through vertical integration, disruptive innovation and advanced manufacturing technology. We have expanded key component capabilities through organic investment and acquisitions to ensure a full complement of the best solutions for our customers. We have restructured, and continue to align, our manufacturing and engineering footprint to attain a leading competitive cost position globally. We have established or expanded activities in new and growing markets, in support of our customers' growth initiatives and in pursuit of opportunities with new customers. These initiatives have helped us achieve our financial goals overall, as well as a more balanced regional, customer and vehicle segment diversification in our business. For further information related to these trends and our strategy, see Item 1, "Business - Industry and Strategy," in our Annual Report on Form 10-K for the year endedDecember 31, 2021 . Our customers typically require us to reduce our prices over the life of a vehicle model and, at the same time, assume significant responsibility for the design, development and engineering of our products. Our financial performance is largely dependent on our ability to offset these price reductions with product cost reductions through product design enhancement, supply chain management, manufacturing efficiencies and restructuring actions. We also seek to enhance our financial performance by investing in product development, design capabilities and new product initiatives that respond to and anticipate the needs of our customers and consumers. We continually evaluate operational and strategic alternatives to improve our business structure and align our business with the changing needs of our customers and major industry trends affecting our business. Our material cost as a percentage of net sales was 66.2% in the first half of 2022, as compared to 64.7% in the first half of 2021, reflecting increases in certain commodity costs. Raw material, energy and commodity costs can be volatile, reflecting changes in supply and demand, logistics issues, global trade and tariff policies, and geopolitical issues. Our primary commodity cost exposures relate to steel, copper and leather. We have developed and implemented strategies to mitigate the impact of higher raw material, energy and commodity costs, such as the selective in-sourcing of components, the continued consolidation of our supply base, longer-term purchase commitments, contractual recovery mechanisms and the selective expansion of low-cost country sourcing and engineering, as well as value engineering and product benchmarking. Further, our exposure to changes in steel prices is primarily indirect, through purchased components, and a significant portion of our copper, leather and direct steel purchases are subject to price index agreements with our customers and suppliers. Certain of these strategies also may limit our opportunities in a declining commodity price environment. In the current environment of escalating raw material, energy and commodity costs, these strategies, together with commercial negotiations with our customers and suppliers, have only offset a portion of the adverse impact. In addition, the availability of raw materials, commodities and product components fluctuates from time to time due to factors outside of our control. If these costs increase or availability is restricted, it could have an adverse impact on our operating results in the foreseeable future. See "- Forward-Looking Statements" below and Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year endedDecember 31, 2021 , as supplemented and updated by Part II - Item 1A, "Risk Factors," in this Report. 37
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Financial Measures
In evaluating our financial condition and operating performance, we focus
primarily on earnings, operating margins, cash flows and return on invested
capital. Our strategy includes expanding our business with new and existing
customers globally through new products, including electrification. Asia
continues to present long-term growth opportunities, as we focus on expanding
our market share and content per vehicle in response to increasing demand for
luxury and performance features in this region. In addition to our wholly owned
locations, we currently have fifteen operating joint ventures with operations in
Asia , as well as two additional joint ventures in North America dedicated to
serving Asian automotive manufacturers. We also have selectively increased our
vertical integration capabilities globally, as well as expanded our component
manufacturing capacity in Asia , Eastern Europe , Mexico and Northern Africa and
our low-cost engineering capabilities in Asia , Eastern Europe and Northern
Africa .
Our success in generating cash flow will depend, in part, on our ability to
manage working capital effectively. Working capital can be significantly
impacted by the timing of cash flows from sales and purchases. Historically, we
generally have been successful in aligning our supplier payment terms with our
customer payment terms. However, our ability to continue to do so may be
impacted by adverse automotive industry conditions, including inconsistent
production schedules due to supply shortages, changes to our customers' payment
terms and the financial condition of our suppliers, as well as our financial
condition. In addition, our cash flow is impacted by our ability to manage our
inventory and capital spending effectively. We utilize return on invested
capital as a measure of the efficiency with which our assets generate earnings.
Improvements in our return on invested capital will depend on our ability to
maintain an appropriate asset base for our business and to increase productivity
and operating efficiency.
Acquisitions
On February 28, 2022 , we completed the acquisition of Kongsberg ICS, which
specializes in comfort seating solutions. With almost 50 years of experience in
comfort seating solutions, Kongsberg ICS has leading technology, a well-balanced
customer portfolio built on longstanding relationships with leading premium
automotive manufacturers and an experienced team. The Kongsberg ICS acquisition
is expected to further advance our seat component capabilities into specialized
comfort seating solutions that further differentiate our product offerings and
improve vehicle performance and packaging - important features across various
vehicle segments. The transaction is valued at approximately $188 million , on a
cash and debt free basis.
On
OnMay 20, 2022 , we entered into a definitive agreement to acquireI.G. Bauerhin ("IGB"), a privately held supplier of automotive seat heating, ventilation, active cooling, steering wheel heating, seat sensors and electronic control modules, headquartered in Gruendau-Rothenbergen,Germany . IGB has more than 4,000 employees at nine manufacturing plants in seven countries. The acquisition of IGB is expected to further our vertical integration strategy and advance our vision of being the leading provider of innovative thermal comfort solutions. The transaction is valued at approximately €140 million, on a cash and debt free basis. The acquisition, subject to regulatory approvals and customary closing conditions and adjustments, is expected to close by the first quarter of 2023.
Operational Restructuring
In the first half of 2022, we incurred pretax restructuring costs of$72 million and related manufacturing inefficiency charges of approximately$3 million , as compared to pretax restructuring costs of$33 million and related manufacturing inefficiency charges of approximately$7 million in the first half of 2021. None of the individual restructuring actions initiated in the first half of 2022 were material. Further, there have been no changes in previously initiated restructuring actions that have resulted (or will result) in a material change to our restructuring costs. Our restructuring actions include plant closures and workforce reductions and are initiated to maintain our competitive footprint or are in response to customer initiatives or changes in global and regional automotive markets. Our restructuring actions are designed to maintain or improve our operating results and profitability throughout the automotive industry cycles. Restructuring actions are generally funded within twelve months of initiation and are funded by cash flows from operating activities and existing cash balances. We expect to incur approximately$43 million of additional restructuring costs related to activities initiated as ofJuly 2, 2022 , all of which are expected to be incurred in the next twelve months. We plan to implement additional restructuring actions in order to align our manufacturing capacity and other costs with prevailing regional automotive production levels. Such future restructuring actions are dependent on market conditions, customer actions and other factors.
For further information, see Note 4, "Restructuring," and Note 18, "Segment Reporting," to the condensed consolidated financial statements included in this Report.
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Share Repurchase Program and Quarterly Cash Dividends
We may implement 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 may repurchase our outstanding common stock and the timing of such repurchases will depend upon our financial condition, results of operations, capital requirements, prevailing market conditions, alternative uses of capital and other factors (see "- Forward-Looking Statements" below). Since the first quarter of 2011, our Board of Directors (the "Board") has authorized$6.1 billion in share repurchases under our common stock share repurchase program. In the first half of 2022, we repurchased$50 million of shares. At the end of the second quarter of 2022, we have a remaining repurchase authorization of$1.3 billion , which expires onDecember 31, 2024 .
Our Board declared a quarterly cash dividend of
For further information related to our common stock share repurchase program and our quarterly cash dividends, see "- Liquidity and Capital Resources - Capitalization" below and Note 16, "Comprehensive Income (Loss) and Equity," to the condensed consolidated financial statements included in this Report.
Other Matters
In the three and six months endedJuly 2, 2022 , we recognized net tax benefits of$13 million and$25 million , respectively, related to the release of tax reserves at several foreign subsidiaries, the release of valuation allowances on the deferred tax assets of a foreign subsidiary, share-based compensation, restructuring charges and various other items. In the three and six months endedJuly 3, 2021 , we recognized net tax benefits of$21 million and$27 million , respectively, related to the release of valuation allowances on deferred tax assets of foreign subsidiaries, the release of tax reserves at several foreign subsidiaries, restructuring charges and various other items. In addition, we recognized tax expense of$16 million on a gain of$47 million related to a favorable indirect tax ruling in a foreign jurisdiction in the three and six months endedJuly 3, 2021 .
Our results for the three and six months ended
Three Months Ended Six Months Ended
July 2, July 3, July 2, July 3,
2022 2021 2022 2021
Costs related to restructuring actions, including manufacturing
inefficiencies of
$ 43
(1) - 9 -
Acquisition-related inventory fair value adjustment 1 - 1 -
Intangible asset impairment 9 9 9 9
Costs (insurance recoveries) related to typhoon in
(6) - 5 -
Foreign exchange losses due to foreign exchange rate volatility
related to
2 - 14 -
Favorable indirect tax ruling in a foreign jurisdiction - (47) - (47)
Loss related to affiliate - 1 - 1
Tax benefit, net (13) (5) (25) (11)
For further information regarding these items, see Note 3, "Acquisition of
Kongsberg ICS," Note 4, "Restructuring," Note 7, "Long-Lived Assets," Note 8,
"
This Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements that are subject to risks and uncertainties. For further information regarding other factors that have had, or may have in the future, a significant impact on our business, financial condition or results of operations, see "- Forward-Looking Statements" below and Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year endedDecember 31, 2021 , as supplemented and updated by Part II - Item 1A, "Risk Factors," in this Report. 39
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RESULTS OF OPERATIONS
A summary of our operating results in millions of dollars and as a percentage of
net sales is shown below:
Three Months Ended Six Months Ended
July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021
Net sales
Seating $ 3,874.1 76.4 % $ 3,608.2 75.8 % $ 7,786.6 75.7 % $ 7,604.2 75.2 %
E-Systems 1,196.9 23.6 1,152.5 24.2 2,492.8 24.3 2,510.9 24.8
Net sales 5,071.0 100.0 4,760.7 100.0 10,279.4 100.0 10,115.1 100.0
Cost of sales 4,731.1 93.3 4,359.3 91.6 9,618.0 93.6 9,220.9 91.2
Gross profit 339.9 6.7 401.4 8.4 661.4 6.4 894.2 8.8
Selling, general and
administrative expenses 171.2 3.4 170.8 3.6 348.5 3.4 339.7 3.4
Amortization of intangible assets 24.6 0.5 25.1 0.5 40.3 0.4 41.6 0.4
Interest expense 24.9 0.5 22.3 0.5 49.8 0.5 44.6 0.4
Other (income) expense, net 14.4 0.2 (46.1) (1.0) 41.7 0.4 (39.8) (0.4)
Provision for income taxes 23.5 0.5 39.3 0.8 43.9 0.4 98.2 1.0
Equity in net income of affiliates (4.3) (0.1) (4.9) (0.1) (15.0) (0.1) (10.8) (0.1)
Net income attributable to
noncontrolling interests 17.1 0.3 19.7 0.4 34.3 0.3 41.8 0.4
Net income attributable to Lear $ 68.5 1.4 % $ 175.2 3.7 % $ 117.9 1.1 % $ 378.9 3.7 %
Three Months Ended
Net sales in the second quarter of 2022 were$5.1 billion , as compared to$4.8 billion in the second quarter of 2021, an increase of$310 million or 7%. New business inNorth America ,Europe andAsia and higher production volumes on Lear platforms inNorth America ,Europe andSouth America favorably impacted net sales by$244 million and$186 million , respectively. Net sales also benefited by$149 million and$58 million , respectively, due to commodity recoveries and our Kongsberg ICS acquisition. These increases were partially offset by the impact of foreign exchange fluctuations and lower production volumes on Lear platforms inAsia , largely due to production downtime related to the COVID-19 pandemic inChina and industry-wide supply shortages during the second quarter of 2022, which reduced net sales by$256 million and$73 million , respectively. (in millions) Cost of Sales Second quarter 2021$ 4,359.3 Material cost 283.4 Labor and other 86.1 Depreciation 2.3 Second quarter 2022$ 4,731.1 Cost of sales was$4.7 billion in the second quarter of 2022, as compared to$4.4 billion in the second quarter of 2021. New business inNorth America ,Europe andAsia and higher production volumes on Lear platforms inNorth America ,Europe andSouth America increased cost of sales. Cost of sales also increased as a result of higher commodity costs and our Kongsberg ICS acquisition. These increases were partially offset by the impact of foreign exchange fluctuations and lower production volumes on Lear platforms inAsia , largely due to production downtime related to the COVID-19 pandemic inChina and industry-wide supply shortages during the second quarter of 2022, which reduced cost of sales. Gross profit and gross margin were$340 million and 6.7% of net sales, respectively, in the second quarter of 2022, as compared to$401 million and 8.4% of net sales, respectively, in the second quarter of 2021. New business and higher production volumes on Lear platforms globally positively impacted gross profit by$50 million . The impact of selling price reductions, increased commodity costs, higher restructuring costs and foreign exchange fluctuations was partially offset by favorable operating performance, including the benefit of restructuring actions. These factors had a corresponding impact on gross margin. 40
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LEAR CORPORATION Selling, general and administrative expenses, including engineering and development expenses, were$171 million in the second quarters of 2022 and 2021. As a percentage of net sales, selling, general and administrative expenses were 3.4% in the second quarter of 2022, as compared to 3.6% in the second quarter of 2021.
Amortization of intangible assets was
Interest expense was
Other (income) expense, net, which 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 disposal of fixed assets, the non-service cost components of net periodic benefit cost and other miscellaneous income and expense, was expense of$14 million in the second quarter of 2022, as compared to income of$46 million in the second quarter of 2021. In the second quarter of 2022, we recognized foreign exchange losses of$2 million related to foreign exchange rate volatility inRussia following the invasion ofUkraine . In the second quarter of 2021, we recognized a gain of$47 million related to a favorable indirect tax ruling in a foreign jurisdiction and a loss of$1 million related to the impairment of an affiliate. In the second quarter of 2022, the provision for income taxes was$24 million , representing an effective tax rate of 22.4% on pretax income before equity in net income of affiliates of$105 million . In the second quarter of 2021, the provision for income taxes was$39 million , representing an effective tax rate of 17.1% on pretax income before equity in net income of affiliates of$229 million , for the reasons described below. For further information, see Note 14 "Income Taxes," to the condensed consolidated financial statements included in this Report. In the second quarters of 2022 and 2021, the provision for income taxes was primarily impacted by the level and mix of earnings among tax jurisdictions. In the second quarter of 2022, we recognized net tax benefits of$13 million related to the release of tax reserves at several foreign subsidiaries, the release of valuation allowances on the deferred tax assets of a foreign subsidiary, share-based compensation, restructuring charges and various other items. In the second quarter of 2021, we recognized net tax benefits of$21 million related to the release of valuation allowances on deferred tax assets of a foreign subsidiary, the release of tax reserves at several foreign subsidiaries, restructuring charges and various other items, offset by tax expense of$16 million related to a favorable indirect tax ruling in a foreign jurisdiction. Excluding these items, the effective tax rate for the second quarters of 2022 and 2021 approximated theU.S. federal statutory income tax rate of 21%, adjusted for income taxes on foreign earnings, losses and remittances, valuation allowances, tax credits, income tax incentives and other permanent items.
Equity in net income of affiliates was
Net income attributable to Lear was$69 million , or$1.14 per diluted share, in the second quarter of 2022, as compared to$175 million , or$2.89 per diluted share, in the second quarter of 2021. Net income and diluted net income per share decreased for the reasons described above.
Reportable Operating Segments
We have two reportable operating segments: Seating and
The financial information presented below is for our two reportable operating
segments and our other category for the periods presented. The other category
includes unallocated costs related to corporate headquarters, regional
headquarters and the elimination of intercompany activities, none of which meets
the requirements for being classified as an operating segment. Corporate and
regional headquarters costs include various support functions, such as
information technology, advanced research and development, corporate finance,
legal, executive administration and human resources. Financial measures
regarding each segment's pretax income before equity in net income of
affiliates, interest expense and other (income) expense, net ("segment
earnings") and segment earnings divided by net sales ("margin") are not measures
of performance under accounting principles generally accepted in the United
States ("GAAP"). Segment earnings and the related margin are used by management
to evaluate the performance of our reportable operating segments. Segment
earnings should not be considered in isolation or as a substitute for net income
attributable to Lear, net cash provided by operating activities or other income
statement or cash flow statement data prepared in accordance with GAAP or as
measures of profitability or liquidity. In addition, segment earnings, as we
determine it, may not be comparable to related or similarly titled measures
reported by other companies.
For a reconciliation of consolidated segment earnings to consolidated income
before provision for income taxes and equity in net income of affiliates, see
Note 18, "Segment Reporting," to the condensed consolidated financial statements
included in this Report.
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Seating
A summary of the financial measures for our Seating segment is shown below (dollar amounts in millions):
Three Months Ended
July 2, July 3,
2022 2021
Net sales $ 3,874.1 $ 3,608.2
Segment earnings (1) 213.9 252.2
Margin 5.5 % 7.0 %
(1) See definition above
Seating net sales were $3.9 billion in the second quarter of 2022, as compared
to $3.6 billion in the second quarter of 2021, reflecting an increase of $266
million or 7%. New business and higher production volumes on Lear platforms
favorably impacted net sales by $205 million and $72 million , respectively. Net
sales also benefited by $83 million and $58 million , respectively, due to
commodity recoveries and our Kongsberg ICS acquisition. These increases were
partially offset by foreign exchange fluctuations, which reduced net sales by
$178 million .
Segment earnings, including restructuring costs, and the related margin on net
sales were $214 million and 5.5% in the second quarter of 2022, as compared to
$252 million and 7.0% in the second quarter of 2021. New business and higher
production volumes on Lear platforms positively impacted segment earnings by $35
million . The impact of selling price reductions, increased commodity costs,
higher restructuring costs and foreign exchange fluctuations was partially
offset by favorable operating performance, including the benefit of operational
restructuring actions.
E-Systems
A summary of financial measures for our
Three Months Ended
July 2, July 3,
2022 2021
Net sales $ 1,196.9 $ 1,152.5
Segment earnings(1) 2.0 26.6
Margin 0.2 % 2.3 %
(1) See definition above
Segment earnings, including restructuring costs, and the related margin on net sales were$2 million and 0.2% in the second quarter of 2022, as compared to$27 million and 2.3% in the second quarter of 2021. Higher production volumes on Lear platforms and new business positively impacted segment earnings by$15 million . The impact of selling price reductions, increased commodity costs, higher restructuring costs and foreign exchange fluctuations was partially offset by favorable operating performance, including the benefit of operational restructuring actions. 42
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Other
A summary of financial measures for our other category, which is not an operating segment, is shown below (dollar amounts in millions):
Three Months Ended
July 2, July 3,
2022 2021
Net sales $ - $ -
Segment earnings (1) (71.8) (73.3)
Margin N/A N/A
(1) See definition above
Segment earnings related to our other category were
Six Months Ended
Net sales for the six months endedJuly 2, 2022 were$10.3 billion , as compared to$10.1 billion for the six months endedJuly 3, 2021 , an increase of$164 million or 2%. New business inNorth America ,Asia andEurope and higher production volumes on Lear platforms inNorth America andSouth America favorably impacted net sales by$453 million and$148 million , respectively. Net sales also benefited by$283 million and$82 million , respectively, due to commodity recoveries and our Kongsberg ICS acquisition. These increases were partially offset by lower production volumes on Lear platforms inEurope andAsia , largely due to production downtime as a result of industry-wide supply shortages, theRussia -Ukraine conflict and the COVID-19 pandemic inChina during the first half of 2022, and the impact of foreign exchange rate fluctuations, which reduced net sales by$452 million and$386 million , respectively. (in millions) Cost of Sales First six months of 2021$ 9,220.9 Material cost 264.9 Labor and other 126.5 Depreciation 5.7 First six months of 2022$ 9,618.0 Cost of sales in the first six months of 2022 was$9.6 billion , as compared to$9.2 billion in the first six months of 2021. New business inNorth America ,Asia andEurope and higher production volumes on Lear platforms inNorth America andSouth America increased cost of sales. Cost of sales also increased as a result of higher commodity costs and our Kongsberg ICS acquisition. These increases were partially offset by the impact of foreign exchange fluctuations and lower production volumes on Lear platforms inEurope andAsia , largely due to production downtime as a result of industry-wide supply shortages, theRussia -Ukraine conflict and the COVID-19 pandemic inChina during the first half of 2022, which reduced cost of sales. Gross profit and gross margin were$661 million and 6.4% of net sales, respectively, for the six months endedJuly 2, 2022 , as compared to$894 million and 8.8% of net sales, respectively, for the six months endedJuly 3, 2021 . Lower production volumes on Lear platforms globally, partially offset by new business, negatively impacted gross profit by$27 million . The impact of selling price reductions, increased commodity costs, higher restructuring costs and foreign exchange fluctuations was partially offset by favorable operating performance, including the benefit of restructuring actions. These factors had a corresponding impact on gross margin. Selling, general and administrative expenses, including engineering and development expenses, were$349 million in the first six months of 2022, as compared to$340 million in the first six months of 2021, primarily reflecting transaction costs of$9 million related to our Kongsberg ICS acquisition. As a percentage of net sales, selling, general and administrative expenses were 3.4% in the first six months of 2022 and 2021. Amortization of intangible assets was$40 million in the first six months of 2022, as compared to$42 million in the first six months of 2021. An impairment charge of$9 million was recognized in the first six months of 2022 and 2021.
Interest expense was
Other (income) expense, net, which 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 disposal of fixed assets, the non-service cost components of net periodic benefit cost and other miscellaneous income and expense, was expense of$42 million in the 43
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LEAR CORPORATION six months endedJuly 2, 2022 , as compared to income of$40 million in the six months endedJuly 3, 2021 . In the first six months of 2022, we recognized foreign exchange losses of$14 million related to foreign exchange rate volatility inRussia following the invasion ofUkraine . In the first six months of 2021, we recognized a gain of$47 million related to a favorable indirect tax ruling in a foreign jurisdiction and a loss of$1 million related to the impairment of an affiliate. For the six months endedJuly 2, 2022 , the provision for income taxes was$44 million , representing an effective tax rate of 24.2% on pretax income before equity in net income of affiliates of$181 million . For the six months endedJuly 3, 2021 , the provision for income taxes was$98 million , representing an effective tax rate of 19.3% on pretax income before equity in net income of affiliates of$508 million , for reasons described below. For further information, see Note 14 "Income Taxes," to the condensed consolidated financial statements included in this Report. In the first six months of 2022 and 2021, the provision for income taxes was primarily impacted by the level and mix of earnings among tax jurisdictions. In the first six months of 2022, we recognized net tax benefits of$25 million related to the release of tax reserves at several foreign subsidiaries, the release of valuation allowances on the deferred tax assets of a foreign subsidiary, share-based compensation, restructuring charges and various other items. In the first six months of 2021, we recognized net tax benefits of$27 million related to the release of valuation allowances on the deferred tax assets of foreign subsidiaries, the release of tax reserves at several foreign subsidiaries, restructuring charges and various other items, offset by tax expense of$16 million related to a favorable indirect tax ruling in a foreign jurisdiction. Excluding these items, the effective tax rate for the first six months of 2022 and 2021 approximated theU.S. federal statutory income tax rate of 21%, adjusted for income taxes on foreign earnings, losses and remittances, valuation allowances, tax credits, income tax incentives and other permanent items. Equity in net income of affiliates was$15 million in the first six months of 2022, as compared to$11 million in the first six months of 2021, primarily reflecting the earnings of our Shenyang Jinbei Lear Automotive Seating joint venture established in the third quarter of 2021. Net income attributable to Lear was$118 million , or$1.96 per diluted share, for the six months endedJuly 2, 2022 , as compared to$379 million , or$6.25 per diluted share, for the six months endedJuly 3, 2021 . Net income and diluted net income per share decreased for the reasons described above.
Reportable Operating Segments
We have two reportable operating segments: Seating and
Seating
A summary of the financial measures for our Seating segment is shown below (dollar amounts in millions):
Six Months Ended
July 2, 2022 July 3, 2021
Net sales $ 7,786.6 $ 7,604.2
Segment earnings (1) 414.0 544.2
Margin 5.3 % 7.2 %
(1) See definition above
Seating net sales were $7.8 billion for the six months ended July 2, 2022 , as
compared to $7.6 billion for the six months ended July 3, 2021 , an increase of
$182 million or 2%. New business favorably impacted net sales by $358 million .
Net sales also benefited by $145 million and $82 million , respectively, due to
commodity recoveries and our Kongsberg ICS acquisition. These increases were
partially offset by the impact of foreign exchange fluctuations and lower
production volumes on Lear platforms, largely due to production downtime as a
result of industry-wide supply shortages, the Russia -Ukraine conflict and the
COVID-19 pandemic in China during the first half of 2022, which reduced net
sales by $264 million and $210 million , respectively.
Segment earnings, including restructuring costs, and the related margin on net
sales were $414 million and 5.3% for the six months ended July 2, 2022 , as
compared to $544 million and 7.2% for the six months ended July 3, 2021 . Lower
production volumes on Lear platforms, largely due to production downtime as a
result of industry-wide supply shortages, the Russia -Ukraine conflict and the
COVID-19 pandemic in China during the first half of 2022, partially offset by
new business, reduced segment earnings by $7 million . The impact of increased
commodity costs, selling price reductions, higher restructuring costs
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and foreign exchange fluctuations was partially offset by favorable operating performance, including the benefit of operational restructuring actions.
A summary of financial measures for our
Six Months Ended
July 2, 2022 July 3, 2021 Net sales$ 2,492.8 $ 2,510.9 Segment earnings (1) 17.9 115.9 Margin 0.7 % 4.6 % (1) See definition aboveE-Systems net sales were$2.5 billion for the six months endedJuly 2, 2022 andJuly 3, 2021 , a decrease of$18 million or 1%. The impact of foreign exchange fluctuations and lower production volumes on Lear platforms, largely due to production downtime as a result of industry-wide supply shortages, theRussia -Ukraine conflict and the COVID-19 pandemic inChina during the first six months of 2022, reduced net sales by$122 million and$94 million , respectively. These increases were offset by the impact of commodity recoveries and new business, which favorably impacted net sales by$138 million and$94 million , respectively. Segment earnings, including restructuring costs, and the related margin on net sales were$18 million and 0.7% for the six months endedJuly 2, 2022 , as compared to$116 million and 4.6% for the six months endedJuly 3, 2021 . Lower production volumes on Lear platforms, largely due to production downtime as a result of industry-wide supply shortages, theRussia -Ukraine conflict and the COVID-19 pandemic inChina during the first six months of 2022, offset by new business, reduced segment earnings by$20 million . The impact of selling price reductions, increased commodity costs and higher restructuring costs was partially offset by favorable operating performance, including the benefit of operational restructuring actions.
Other
A summary of financial measures for our other category, which is not an operating segment, is shown below (dollar amounts in millions):
Six Months Ended
July 2, 2022 July 3, 2021
Net sales $ - $ -
Segment earnings(1) (159.3) (147.2)
Margin N/A N/A
(1) See definition above
Segment earnings related to our other category were ($159) million in the first
six months of 2022, as compared to ($147) million in the first six months of
2021, primarily reflecting transactions costs of $9 million related to our
Kongsberg ICS acquisition.
LIQUIDITY AND CAPITAL RESOURCES
Our primary liquidity needs are to fund general business requirements, including working capital requirements, capital expenditures, operational restructuring actions and debt service requirements. Our principal sources of liquidity are cash flows from operating activities, borrowings under available credit facilities and our existing cash balance.
Cash Provided by Subsidiaries
A substantial portion of our operating income is generated by our subsidiaries.
As a result, we are dependent on the earnings and cash flows of and the
combination of dividends, royalties, intercompany loan repayments and other
distributions and advances from our subsidiaries to provide the funds necessary
to meet our obligations.
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LEAR CORPORATION As ofJuly 2, 2022 andDecember 31, 2021 , cash and cash equivalents of$533 million and$661 million , respectively, were held in foreign subsidiaries and can be repatriated, primarily through the repayment of intercompany loans and the payment of dividends. There are no significant restrictions on the ability of our subsidiaries to pay dividends or make other distributions to Lear.
For further information related to potential dividends from our non-
Adequacy of Liquidity Sources
As ofJuly 2, 2022 , we had$0.8 billion of cash and cash equivalents on hand and$2.0 billion in available borrowing capacity under our revolving credit facility. Together with cash provided by operating activities, we believe that this will enable us to meet our liquidity needs for the foreseeable future and to satisfy ordinary course business obligations. In addition, we expect to continue to pay quarterly cash dividends and repurchase shares of our common stock pursuant to our authorized common stock share repurchase program, although such actions are at the discretion of the Board and will depend upon our financial condition, results of operations, capital requirements, prevailing market conditions, alternative uses of capital and other factors that our Board of Directors may consider at its discretion. Our future financial results and our ability to continue to meet our liquidity needs are subject to, and will be affected by, cash flows from operations, including the continuing effects of the COVID-19 pandemic, as well as restructuring activities, automotive industry conditions, the financial condition of our customers and suppliers, supply chain disruptions and other related factors. Additionally, an economic downturn or further reduction in production levels could negatively impact our financial condition. For further discussion of the risks and uncertainties affecting our cash flows from operations and our overall liquidity, see "- Executive Overview" above, "- Forward-Looking Statements" below and Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year endedDecember 31, 2021 , as supplemented and updated by Part II - Item 1A, "Risk Factors," in this Report.
Cash Flows
A summary of net cash provided by operating activities is shown below (in
millions):
Six Months Ended
Increase
July 2, July 3, (Decrease) in
2022 2021 Cash Flow
Consolidated net income and depreciation and amortization
$ 712 $ (265) Net change in working capital items: Accounts receivable (469) 284 (753) Inventory (76) (200) 124 Accounts payable 289 (233) 522 Accrued liabilities and other 78 13 65 Net change in working capital items (178) (136) (42) Other (37) (68) 31 Net cash provided by operating activities$ 232
Net cash used in investing activities$ (485)
Net cash used in financing activities$ (222) $ (132) $ (90) Operating Activities In the first six months of 2022 and 2021, net cash provided by operating activities was$232 million and$508 million , respectively. The overall decrease in operating cash flows of$276 million primarily reflects lower earnings in 2022. 46
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Investing Activities
Net cash used in investing activities was $485 million in the first six months
of 2022, as compared to $283 million in the first six months of 2021. In the
first six months of 2022, we paid $184 million for our Kongsberg ICS
acquisition. Capital spending was $303 million in the first six months of 2022,
as compared to $253 million in the first six months of 2021. Capital spending is
estimated to be approximately $675 million to $700 million in 2022.
Financing Activities
Net cash used in financing activities was$222 million in the first six months of 2022, as compared to$132 million in the first six months of 2021. In the first six months of 2022, we paid$50 million for repurchases of our common stock,$94 million of dividends to Lear stockholders and$53 million of dividends to noncontrolling interest holders. In the first six months of 2021, we paid$29 million for repurchases of our common stock,$31 million of dividends to Lear stockholders and$53 million of dividends to noncontrolling interest holders. Capitalization Short-Term Borrowings We utilize uncommitted lines of credit as needed for our short-term working capital fluctuations. As ofJuly 2, 2022 andDecember 31, 2021 , we had lines of credit from banks totaling$248 million and$96 million , respectively. As ofJuly 2, 2022 andDecember 31, 2021 , there were no short-term debt balances outstanding related to draws on our lines of credit.
Senior Notes and Credit Agreement
For information related to our senior notes and credit agreement, see Note 9, "Debt," to the condensed consolidated financial statements included in this Report and Note 7, "Debt," to the consolidated financial statements included in our Annual Report on Form 10-K for the year endedDecember 31, 2021 .
Common Stock Share Repurchase Program
For information related to our common stock share repurchase program and dividends, see "- Executive Overview - Share Repurchase Program and Quarterly Cash Dividends" above, Note 16, "Comprehensive Income (Loss) and Equity," to the condensed consolidated financial statements included in this Report and Note 12, "Capital Stock, Accumulated Other Comprehensive Loss and Equity," to the consolidated financial statements included in our Annual Report on Form 10-K for the year endedDecember 31, 2021 .
Commodity Prices and Availability
Raw material, energy and commodity costs can be volatile, reflecting changes in supply and demand, logistics issues, global trade and tariff policies, and geopolitical issues. We have commodity price risk with respect to purchases of certain raw materials, including steel, copper, diesel fuel, chemicals, resins and leather. Our primary commodity cost exposures relate to steel, copper and leather. We have developed and implemented strategies to mitigate the impact of higher raw material, energy and commodity costs, such as the selective in-sourcing of components, the continued consolidation of our supply base, longer-term purchase commitments, contractual recovery mechanisms and the selective expansion of low-cost country sourcing and engineering, as well as value engineering and product benchmarking. Further, the majority of the steel used in our products is comprised of fabricated components that are integrated into a seat system, such as seat frames, recliner mechanisms, seat tracks and other mechanical components. Therefore, our exposure to changes in steel prices is primarily indirect, through purchased components. Additionally, approximately 89% of our copper purchases and a significant portion of our leather and direct steel purchases are subject to price index agreements with our customers and suppliers. Certain of these strategies also may limit our opportunities in a declining commodity price environment. In the current environment of escalating raw material, energy and commodity costs, these strategies, together with commercial negotiations with our customers and suppliers, have only offset a portion of the adverse impact. If these costs increase, it could have an adverse impact on our operating results in the foreseeable future. See "- Forward-Looking Statements" below and Item 1A, "Risk Factors - Increases in the costs and restrictions on the availability of raw materials, energy, commodities and product components could adversely affect our financial performance," in our Annual Report on Form 10-K for the year endedDecember 31, 2021 , as supplemented and updated by Part II - Item 1A, "Risk Factors," in this Report. For further information related to the financial instruments described above, see Note 19, "Financial Instruments," to the condensed consolidated financial statements included in this Report. 47
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OTHER MATTERS
Legal and Environmental Matters
We are involved from time to time in various legal proceedings and claims, including, without limitation, commercial and contractual disputes, product liability claims and environmental and other matters. As ofJuly 2, 2022 , we have recorded reserves for pending legal disputes, including commercial disputes, and other legal matters of$17 million . In addition, as ofJuly 2, 2022 , we have recorded reserves for product liability claims and environmental matters of$37 million and$8 million , respectively. Although these reserves were determined in accordance with GAAP, the ultimate outcomes of these matters are inherently uncertain, and actual results may differ significantly from current estimates. For a description of risks related to various legal proceedings and claims, see Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year endedDecember 31, 2021 . For a more complete description of our outstanding material legal proceedings, see Note 17, "Legal and Other Contingencies," to the condensed consolidated financial statements included in this Report.
Significant Accounting Policies and Critical Accounting Estimates
Certain of our accounting policies require management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. However, these estimates and assumptions are subject to an inherent degree of uncertainty. As a result, actual results in these areas may differ significantly from our estimates. For a discussion of our significant accounting policies and critical accounting estimates, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Accounting Policies and Critical Accounting Estimates," and Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements included in our Annual Report on Form 10-K for the year endedDecember 31, 2021 . There have been no significant changes in our significant accounting policies or critical accounting estimates during the first six months of 2022.
Recently Issued Accounting Pronouncements
For information on the impact of recently issued accounting pronouncements, see Note 20, "Accounting Pronouncements," to the condensed consolidated financial statements included in this Report.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. The words "will," "may," "designed to," "outlook," "believes," "should," "anticipates," "plans," "expects," "intends," "estimates," "forecasts" and similar expressions identify certain of these forward-looking statements. We also may provide forward-looking statements in oral statements or other written materials released to the public. All such forward-looking statements contained or incorporated in this Report or in any other public statements which address operating performance, events or developments that we expect or anticipate may occur in the future, including, without limitation, statements related to business opportunities, awarded sales contracts, sales backlog and ongoing commercial arrangements, or statements expressing views about future operating results, are forward-looking statements. Actual results may differ materially from any or all forward-looking statements made by us. Important factors, risks and uncertainties that may cause actual results to differ materially from anticipated results include, but are not limited to:
•general economic conditions in the markets in which we operate, including changes in interest rates or currency exchange rates;
•the impact of the COVID-19 pandemic on our business and the global economy;
•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;
•the outcome of customer negotiations and the impact of customer-imposed price reductions;
•increases in the costs and restrictions on the availability of raw materials, energy, commodities and product components and our ability to mitigate such costs and insufficient availability;
•disruptions in relationships with our suppliers;
•the financial condition of and adverse developments affecting our customers and suppliers;
•risks associated with conducting business in foreign countries, including the risk of war or other armed conflicts;
•currency controls and the ability to economically hedge currencies;
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LEAR CORPORATION •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;
•competitive conditions impacting us and our key customers and suppliers;
•labor disputes involving us or our significant customers or suppliers or that otherwise affect us;
•the operational and financial success of our joint ventures;
•our ability to attract, develop, engage and retain qualified employees;
•our ability to respond to the evolution of the global transportation industry;
•the outcome of an increased emphasis on global climate change and other ESG matters by stakeholders;
•the impact of global climate change;
•the impact and timing of program launch costs and our management of new program launches;
•changes in discount rates and the actual return on pension assets;
•impairment charges initiated by adverse industry or market developments;
•our ability to execute our strategic objectives;
•limitations imposed by our existing indebtedness and our ability to access capital markets on commercially reasonable terms;
•disruptions to our information technology systems, or those of our customers or suppliers, including those related to cybersecurity;
•increases in our warranty, product liability or recall 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;
•the impact of regulations on our foreign operations;
•costs associated with compliance with environmental laws and regulations;
•developments or assertions by or against us relating to intellectual property rights;
•the impact of potential changes in tax and trade policies in
•decline in the production levels of our major customers, particularly with respect to models for which we are a significant supplier; and
•other risks described in Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year endedDecember 31, 2021 , as supplemented and updated by Part II - Item 1A, "Risk Factors," in this Report, and in our otherSecurities and Exchange Commission filings. The forward-looking statements in this Report are made as of the date hereof, and we do not assume any obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.
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