SEC Filing | Lear Corporation

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lear-20210703

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 3, 2021.


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 001-11311

https://cdn.kscope.io/e3549f65a2890a45155d77df09f2a9dd-lear-20210703_g1.jpg

(Exact name of registrant as specified in its charter)

_______________________________________


Delaware						13-3386776
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

21557 Telegraph Road, Southfield, MI 48033

(Address of principal executive offices)

(248) 447-1500

(Registrant’s telephone number, including area code)

_______________________________________


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	LEA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of August 3, 2021, the number of shares outstanding of the registrant’s common stock was 59,741,379 shares.

Table of Contents

LEAR CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED JULY 3, 2021

INDEX


			Page No.
Part I – Financial Information
Item 1 – Condensed Consolidated Financial Statements
Introduction to the Condensed Consolidated Financial Statements			3
Condensed Consolidated Balance Sheets - July 3, 2021 (Unaudited) and December 31, 2020			4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - Three and Six Months Ended July 3, 2021 and July 4, 2020			5
Condensed Consolidated Statements of Equity (Unaudited) - Three and Six Months Ended July 3, 2021 and July 4, 2020			6
Condensed Consolidated Statements of Cash Flows (Unaudited) - Six Months Ended July 3, 2021 and July 4, 2020			10
Notes to the Condensed Consolidated Financial Statements			11
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			34
Item 3 – Quantitative and Qualitative Disclosures about Market Risk (included in Item 2)
Item 4 – Controls and Procedures			49
Part II – Other Information
Item 1 – Legal Proceedings			49
Item 1A – Risk Factors			49
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			49
Item 6 – Exhibits			50
Signatures			51

Table of Contents

LEAR CORPORATION AND SUBSIDIARIES

PART I — FINANCIAL INFORMATION

ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTION TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We have prepared the unaudited condensed consolidated financial statements of Lear Corporation and subsidiaries pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading when read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, for the year ended December 31, 2020.

The financial information presented reflects all adjustments (consisting of normal recurring adjustments) which are, in our opinion, necessary for a fair presentation of the results of operations, cash flows and financial position for the interim periods presented. These results are not necessarily indicative of a full year’s results of operations.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)


	July 3, 2021(1)		December 31, 2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,401.7	$	1,306.7
Accounts receivable	2,965.0		3,269.2
Inventories	1,590.3		1,401.1
Other	897.3		799.7
Total current assets	6,854.3		6,776.7
LONG-TERM ASSETS:
Property, plant and equipment, net	2,695.0		2,736.2
Goodwill	1,667.4		1,655.8
Other	2,047.0		2,029.9
Total long-term assets	6,409.4		6,421.9
Total assets	$	13,263.7	$	13,198.6

LIABILITIES AND EQUITY
CURRENT LIABILITIES:

Accounts payable and drafts	$	2,886.5	$	3,141.6
Accrued liabilities	1,984.1		1,920.9
Current portion of long-term debt	4.8		14.2
Total current liabilities	4,875.4		5,076.7
LONG-TERM LIABILITIES:
Long-term debt	2,301.3		2,300.3
Other	1,194.9		1,206.7
Total long-term liabilities	3,496.2		3,507.0



EQUITY:
Preferred stock, 100,000,000 shares authorized (including 10,896,250 Series A convertible preferred stock authorized); no shares outstanding	—		—
Common stock, $0.01 par value, 300,000,000 shares authorized; 64,571,405 shares issued as of July 3, 2021 and December 31, 2020	0.6		0.6
Additional paid-in capital	973.6		963.6
Common stock held in treasury, 4,593,846 and 4,519,891 shares as of July 3, 2021 and December 31, 2020, respectively, at cost	(618.6)		(598.6)
Retained earnings	5,155.1		4,806.8
Accumulated other comprehensive loss	(727.8)		(705.1)
Lear Corporation stockholders’ equity	4,782.9		4,467.3
Noncontrolling interests	109.2		147.6
Equity	4,892.1		4,614.9
Total liabilities and equity	$	13,263.7	$	13,198.6

(1) Unaudited.

The accompanying notes are an integral part of these condensed consolidated balance sheets.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; in millions, except share and per share data)


	Three Months Ended				Six Months Ended
	July 3, 2021		July 4, 2020		July 3, 2021		July 4, 2020
Net sales	$	4,760.7	$	2,444.5	$	10,115.1	$	6,902.2

Cost of sales	4,359.3		2,571.9		9,220.9		6,695.4
Selling, general and administrative expenses	170.8		150.9		339.7		294.6
Amortization of intangible assets	25.1		16.0		41.6		33.1
Interest expense	22.3		27.2		44.6		51.6
Other (income) expense, net	(46.1)		(3.2)		(39.8)		37.3
Consolidated income (loss) before provision (benefit) for income taxes and equity in net income of affiliates	229.3		(318.3)		508.1		(209.8)
Provision (benefit) for income taxes	39.3		(41.0)		98.2		(14.5)
Equity in net income of affiliates	(4.9)		(7.8)		(10.8)		(9.4)
Consolidated net income (loss)	194.9		(269.5)		420.7		(185.9)
Less: Net income attributable to noncontrolling interests	19.7		24.4		41.8		31.6
Net income (loss) attributable to Lear	$	175.2	$	(293.9)	$	378.9	$	(217.5)

Basic net income (loss) per share available to Lear common stockholders (Note 14)	$	2.91	$	(4.89)	$	6.28	$	(3.61)

Diluted net income (loss) per share available to Lear common stockholders (Note 14)	$	2.89	$	(4.89)	$	6.25	$	(3.61)

Cash dividends declared per share	$	0.25	$	—	$	0.50	$	0.77

Average common shares outstanding	60,292,000		60,102,925		60,302,398		60,310,559

Average diluted shares outstanding	60,611,505		60,102,925		60,585,907		60,310,559

Consolidated comprehensive income (loss) (Condensed Consolidated Statements of Equity)	$	259.4	$	(142.1)	$	398.8	$	(339.9)
Less: Comprehensive income attributable to noncontrolling interests	21.6		25.5		42.6		27.9
Comprehensive income (loss) attributable to Lear	$	237.8	$	(167.6)	$	356.2	$	(367.8)

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited; in millions, except share and per share data)


	Three Months Ended July 3, 2021
	Common Stock		Additional Paid-In Capital		Common Stock Held in Treasury		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Lear Corporation Stockholders' Equity
Balance at April 3, 2021	$	0.6	$	964.3	$	(589.6)	$	4,995.2	$	(790.4)	$	4,580.1
Comprehensive income:
Net income	—		—		—		175.2		—		175.2
Other comprehensive income	—		—		—		—		62.6		62.6
Total comprehensive income	—		—		—		175.2		62.6		237.8
Stock-based compensation	—		12.2		—		—		—		12.2
Net issuance of 17,688 shares held in treasury in settlement of stock-based compensation	—		(2.9)		2.2		—		—		(0.7)
Repurchase of 169,814 shares of common stock at average price of $183.56 per share	—		—		(31.2)		—		—		(31.2)
Dividends declared to Lear Corporation stockholders	—		—		—		(15.3)		—		(15.3)
Dividends declared to noncontrolling interest holders	—		—		—		—		—		—


Balance at July 3, 2021	$	0.6	$	973.6	$	(618.6)	$	5,155.1	$	(727.8)	$	4,782.9


	Six Months Ended July 3, 2021
	Common Stock		Additional Paid-In Capital		Common Stock Held in Treasury		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Lear Corporation Stockholders' Equity
Balance at January 1, 2021	$	0.6	$	963.6	$	(598.6)	$	4,806.8	$	(705.1)	$	4,467.3
Comprehensive income (loss):
Net income	—		—		—		378.9		—		378.9
Other comprehensive income (loss)	—		—		—		—		(22.7)		(22.7)
Total comprehensive income (loss)	—		—		—		378.9		(22.7)		356.2
Stock-based compensation	—		29.9		—		—		—		29.9
Net issuance of 95,859 shares held in treasury in settlement of stock-based compensation	—		(19.9)		11.2		—		—		(8.7)
Repurchase of 169,814 shares of common stock at average price of $183.56 per share	—		—		(31.2)		—		—		(31.2)
Dividends declared to Lear Corporation stockholders	—		—		—		(30.6)		—		(30.6)
Dividends declared to noncontrolling interest holders	—		—		—		—		—		—


Balance at July 3, 2021	$	0.6	$	973.6	$	(618.6)	$	5,155.1	$	(727.8)	$	4,782.9

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (continued)

(Unaudited; in millions, except share and per share data)


	Three Months Ended July 3, 2021
	Lear Corporation Stockholders' Equity		Non-controlling Interests		Equity
Balance at April 3, 2021	$	4,580.1	$	168.6	$	4,748.7
Comprehensive income:
Net income	175.2		19.7		194.9
Other comprehensive income	62.6		1.9		64.5
Total comprehensive income	237.8		21.6		259.4
Stock-based compensation	12.2		—		12.2
Net issuance of 17,688 shares held in treasury in settlement of stock-based compensation	(0.7)		—		(0.7)
Repurchase of 169,814 shares of common stock at average price of $183.56 per share	(31.2)		—		(31.2)
Dividends declared to Lear Corporation stockholders	(15.3)		—		(15.3)
Dividends declared to noncontrolling interest holders	—		(81.0)		(81.0)


Balance at July 3, 2021	$	4,782.9	$	109.2	$	4,892.1


	Six Months Ended July 3, 2021
	Lear Corporation Stockholders' Equity		Non-controlling Interests		Equity
Balance at January 1, 2021	$	4,467.3	$	147.6	$	4,614.9
Comprehensive income (loss):
Net income	378.9		41.8		420.7
Other comprehensive income (loss)	(22.7)		0.8		(21.9)
Total comprehensive income (loss)	356.2		42.6		398.8
Stock-based compensation	29.9		—		29.9
Net issuance of 95,859 shares held in treasury in settlement of stock-based compensation	(8.7)		—		(8.7)
Repurchase of 169,814 shares of common stock at average price of $183.56 per share	(31.2)		—		(31.2)
Dividends declared to Lear Corporation stockholders	(30.6)		—		(30.6)
Dividends declared to noncontrolling interest holders	—		(81.0)		(81.0)


Balance at July 3, 2021	$	4,782.9	$	109.2	$	4,892.1

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (continued)

(Unaudited; in millions, except share and per share data)




	Three Months Ended July 4, 2020
	Common Stock		Additional Paid-In Capital		Common Stock Held in Treasury		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Lear Corporation Stockholders' Equity
Balance at April 4, 2020	$	0.6	$	946.0	$	(615.6)	$	4,741.8	$	(1,049.3)	$	4,023.5
Comprehensive income (loss):
Net income (loss)	—		—		—		(293.9)		—		(293.9)
Other comprehensive income	—		—		—		—		126.3		126.3
Total comprehensive income (loss)	—		—		—		(293.9)		126.3		(167.6)

Stock-based compensation	—		12.5		—		—		—		12.5
Net issuance of 21,616 shares held in treasury in settlement of stock-based compensation	—		(2.9)		3.0		(0.8)		—		(0.7)


Dividends declared to noncontrolling interest holders	—		—		—		—		—		—

Balance at July 4, 2020	$	0.6	$	955.6	$	(612.6)	$	4,447.1	$	(923.0)	$	3,867.7


	Six Months Ended July 4, 2020
	Common Stock		Additional Paid-In Capital		Common Stock Held in Treasury		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Lear Corporation Stockholders' Equity
Balance at January 1, 2020	$	0.6	$	969.1	$	(563.1)	$	4,715.8	$	(772.7)	$	4,349.7
Comprehensive income (loss):
Net income (loss)	—		—		—		(217.5)		—		(217.5)
Other comprehensive loss	—		—		—		—		(150.3)		(150.3)
Total comprehensive income (loss)	—		—		—		(217.5)		(150.3)		(367.8)
Adoption of accounting standard update 2016-13	—		—		—		(0.8)		—		(0.8)
Stock-based compensation	—		16.4		—		—		—		16.4
Net issuance of 145,447 shares held in treasury in settlement of stock-based compensation	—		(29.9)		20.5		(2.5)		—		(11.9)
Repurchase of 641,149 shares of common stock at average price of $109.22 per share	—		—		(70.0)		—		—		(70.0)
Dividends declared to Lear Corporation stockholders	—		—		—		(46.8)		—		(46.8)
Dividends declared to noncontrolling interest holders	—		—		—		—		—		—
Redeemable noncontrolling interest adjustment	—		—		—		(1.1)		—		(1.1)
Balance at July 4, 2020	$	0.6	$	955.6	$	(612.6)	$	4,447.1	$	(923.0)	$	3,867.7

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (continued)

(Unaudited; in millions, except share and per share data)




	Three Months Ended July 4, 2020
	Lear Corporation Stockholders' Equity		Non-controlling Interests		Equity		Redeemable Non-controlling Interests
Balance at April 4, 2020	$	4,023.5	$	159.8	$	4,183.3	$	113.5
Comprehensive income (loss):
Net income (loss)	(293.9)		24.0		(269.9)		0.4
Other comprehensive income	126.3		0.7		127.0		0.4
Total comprehensive income (loss)	(167.6)		24.7		(142.9)		0.8

Stock-based compensation	12.5		—		12.5		—
Net issuance of 21,616 shares held in treasury in settlement of stock-based compensation	(0.7)		—		(0.7)		—


Dividends declared to noncontrolling interest holders	—		(69.0)		(69.0)		—

Balance at July 4, 2020	$	3,867.7	$	115.5	$	3,983.2	$	114.3


	Six Months Ended July 4, 2020
	Lear Corporation Stockholders' Equity		Non-controlling Interests		Equity		Redeemable Non-controlling Interests
Balance at January 1, 2020	$	4,349.7	$	151.4	$	4,501.1	$	118.4
Comprehensive income (loss):
Net income (loss)	(217.5)		35.1		(182.4)		(3.5)
Other comprehensive loss	(150.3)		(2.0)		(152.3)		(1.7)
Total comprehensive income (loss)	(367.8)		33.1		(334.7)		(5.2)
Adoption of accounting standard update 2016-13	(0.8)		—		(0.8)		—
Stock-based compensation	16.4		—		16.4		—
Net issuance of 145,447 shares held in treasury in settlement of stock-based compensation	(11.9)		—		(11.9)		—
Repurchase of 641,149 shares of common stock at average price of $109.22 per share	(70.0)		—		(70.0)		—
Dividends declared to Lear Corporation stockholders	(46.8)		—		(46.8)		—
Dividends declared to noncontrolling interest holders	—		(69.0)		(69.0)		—
Redeemable noncontrolling interest adjustment	(1.1)		—		(1.1)		1.1
Balance at July 4, 2020	$	3,867.7	$	115.5	$	3,983.2	$	114.3

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)


	Six Months Ended
	July 3, 2021		July 4, 2020
Cash Flows from Operating Activities:
Consolidated net income (loss)	$	420.7	$	(185.9)
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	291.0		260.8
Net change in recoverable customer engineering, development and tooling	(79.8)		(58.1)
Net change in working capital items (see below)	(136.4)		(358.8)
Loss on extinguishment of debt	—		21.1
Other, net	12.1		18.7
Net cash provided by (used in) operating activities	507.6		(302.2)
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(252.9)		(195.2)
Other, net	(30.3)		19.2
Net cash used in investing activities	(283.2)		(176.0)
Cash Flows from Financing Activities:
Term loan repayments	(9.4)		(6.3)
Revolving credit facility borrowings	—		1,000.0




Proceeds from the issuance of senior notes	—		669.1
Redemption of senior notes	—		(667.1)
Short-term repayments, net	—		(12.0)
Payment of debt issuance and other financing costs	—		(6.9)
Repurchase of common stock	(29.2)		(70.0)
Dividends paid to Lear Corporation stockholders	(30.8)		(47.9)
Dividends paid to noncontrolling interests	(52.8)		(43.0)
Other, net	(10.1)		(14.6)
Net cash provided by (used in) financing activities	(132.3)		801.3
Effect of foreign currency translation	(1.9)		(20.4)
Net Change in Cash, Cash Equivalents and Restricted Cash	90.2		302.7
Cash, Cash Equivalents and Restricted Cash as of Beginning of Period	1,314.5		1,510.4
Cash, Cash Equivalents and Restricted Cash as of End of Period	$	1,404.7	$	1,813.1

Changes in Working Capital Items:
Accounts receivable	$	283.7	$	557.3
Inventories	(199.6)		(11.5)
Accounts payable	(232.6)		(866.8)
Accrued liabilities and other	12.1		(37.8)
Net change in working capital items	$	(136.4)	$	(358.8)

Supplementary Disclosure:
Cash paid for interest	$	45.3	$	65.0
Cash paid for income taxes, net of refunds received	$	82.5	$	63.3

The accompanying notes are an integral part of these condensed consolidated statements.

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LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

Lear Corporation ("Lear," and together with its consolidated subsidiaries, the "Company") and its affiliates design and manufacture automotive seating and electrical distribution systems and related components. The Company’s main customers are automotive original equipment manufacturers. The Company operates facilities worldwide.

The accompanying condensed consolidated financial statements include the accounts of Lear, a Delaware corporation, and the wholly owned and less than wholly owned subsidiaries controlled by Lear. In addition, Lear consolidates all entities, including variable interest entities, in which it has a controlling financial interest. Investments in affiliates in which Lear does not have control, but does have the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method.

The Company’s annual financial results are reported on a calendar year basis, and quarterly interim results are reported using a thirteen week reporting calendar.

(2) Impact of COVID-19 Pandemic

Although industry production has improved relative to 2020, production remains below recent historic levels. It is likely that, for a period of time, the global automotive industry will continue to be impacted by the COVID-19 pandemic, particularly through supply shortages, ongoing costs related to personal protective equipment and higher labor costs reflecting inefficiencies and increased absenteeism. The most significant supply shortage relates to semiconductor chips, which is impacting global industry production, resulting in cancellations of planned production. Further, a resurgence of the virus or its variants, including corresponding "stay at home" or similar government orders impacting industry production, could impact the Company's financial results.

The accompanying condensed consolidated financial statements reflect estimates and assumptions made by management as of July 3, 2021, and for the six months then ended. Such estimates and assumptions affect, among other things, the Company's goodwill; long-lived asset and indefinite-lived intangible asset valuations; inventory valuations; valuations of deferred income taxes and income tax contingencies; and credit losses related to the Company's financial instruments. Events and circumstances arising after July 3, 2021, including those resulting from the impact of the COVID-19 pandemic, will be reflected in management's estimates and assumptions in future periods.

(3) Restructuring

Restructuring costs include employee termination benefits, asset impairment charges and contract termination costs, as well as other incremental costs resulting from the restructuring actions. Employee termination benefits are recorded based on existing union and employee contracts, statutory requirements, completed negotiations and Company policy. Other incremental costs principally include equipment and personnel relocation costs. In addition to restructuring costs, the Company incurs incremental manufacturing inefficiency costs at the operating locations impacted by the restructuring actions during the related restructuring implementation period. Restructuring costs are recognized in the Company’s condensed consolidated financial statements in accordance with GAAP. Generally, charges are recorded when restructuring actions are approved and/or implemented.

In the first half of 2021, the Company recorded charges of $32.6 million in connection with its restructuring actions. These charges consist of $28.0 million recorded as cost of sales and $4.6 million recorded as selling, general and administrative expenses. The restructuring charges consist of employee termination costs of $26.3 million, asset impairment charges of $0.4 million and contract termination credits of $0.8 million, as well as other related costs of $6.7 million. Employee termination benefits were recorded based on existing union and employee contracts, statutory requirements, completed negotiations and Company policy. Asset impairment charges relate to the disposal of buildings, leasehold improvements and/or machinery and equipment with carrying values of $0.4 million in excess of related estimated fair values.

The Company expects to incur approximately $28 million of additional restructuring costs related to activities initiated as of July 3, 2021, and expects that the components of such costs will be consistent with its historical experience. Any future restructuring actions will depend upon market conditions, customer actions and other factors.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

A summary of 2021 activity is shown below (in millions):


	Accrual at January 1, 2021		2021		Utilization				Accrual at July 3, 2021
			Charges		Cash		Non-cash
Employee termination benefits	$	134.8	$	26.3	$	(44.6)	$	—	$	116.5
Asset impairment charges	—		0.4		—		(0.4)		—
Contract termination costs	4.2		(0.8)		(1.1)		—		2.3
Other related costs	—		6.7		(6.7)		—		—
Total	$	139.0	$	32.6	$	(52.4)	$	(0.4)	$	118.8

(4) Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs.

A summary of inventories is shown below (in millions):


	July 3, 2021		December 31, 2020
Raw materials	$	1,137.9	$	1,051.6
Work-in-process	113.5		109.8
Finished goods	489.9		396.9
Reserves	(151.0)		(157.2)
Inventories	$	1,590.3	$	1,401.1

(5) Pre-Production Costs Related to Long-Term Supply Agreements

The Company incurs pre-production engineering and development ("E&D") and tooling costs related to the products produced for its customers under long-term supply agreements. The Company expenses all pre-production E&D costs for which reimbursement is not contractually guaranteed by the customer. In addition, the Company expenses all pre-production tooling costs related to customer-owned tools for which reimbursement is not contractually guaranteed by the customer or for which the Company does not have a non-cancelable right to use the tooling.

During the first six months of 2021 and 2020, the Company capitalized $140.1 million and $91.8 million, respectively, of pre-production E&D costs for which reimbursement is contractually guaranteed by the customer. During the first six months of 2021 and 2020, the Company also capitalized $77.2 million and $90.0 million, respectively, of pre-production tooling costs related to customer-owned tools for which reimbursement is contractually guaranteed by the customer or for which the Company has a non-cancelable right to use the tooling. These amounts are included in other current and long-term assets in the condensed consolidated balance sheets.

During the first six months of 2021 and 2020, the Company collected $147.7 million and $127.8 million, respectively, of cash related to E&D and tooling costs.

The classification of recoverable customer E&D and tooling costs related to long-term supply agreements included in the accompanying condensed consolidated balance sheets is shown below (in millions):


	July 3, 2021		December 31, 2020
Current	$	267.4	$	212.0
Long-term	142.6		121.4
Recoverable customer E&D and tooling	$	410.0	$	333.4

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(6) Long-Lived Assets

Impairment of Long-Lived Assets

The Company monitors its long-lived assets for impairment indicators on an ongoing basis in accordance with GAAP. If impairment indicators exist, the Company performs the required impairment analysis by comparing the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized.

The Company will continue to assess the impact of significant industry and other events on the realization of its long-lived assets.

Property, Plant and Equipment

Property, plant and equipment is stated at cost. Costs associated with the repair and maintenance of the Company’s property, plant and equipment are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency or safety of the Company’s property, plant and equipment are capitalized and depreciated over the remaining useful life of the related asset. Depreciable property is depreciated over the estimated useful lives of the assets, using principally the straight-line method.

A summary of property, plant and equipment is shown below (in millions):


	July 3, 2021		December 31, 2020
Land	$	111.4	$	114.1
Buildings and improvements	851.2		880.7
Machinery and equipment	4,407.1		4,339.2
Construction in progress	315.8		311.1
Total property, plant and equipment	5,685.5		5,645.1
Less – accumulated depreciation	(2,990.5)		(2,908.9)
Property, plant and equipment, net	$	2,695.0	$	2,736.2

Depreciation expense was $125.1 million and $114.3 million in the three months ended July 3, 2021 and July 4, 2020, respectively, and $249.4 million and $227.7 million in the six months ended July 3, 2021 and July 4, 2020, respectively.

In the first six months of 2021 and 2020, the Company recognized asset impairment charges of $0.4 million and $10.4 million, respectively, in conjunction with its restructuring actions (Note 3, "Restructuring"). In the first six months of 2021 and 2020, the Company recognized additional asset impairment charges of $2.0 million and $0.6 million, respectively.

Intangible Assets

Amortization expense was $25.1 million and $16.0 million in the three months ended July 3, 2021 and July 4, 2020, respectively, and $41.6 million and $33.1 million in the six months ended July 3, 2021 and July 4, 2020, respectively.

In the second quarter of 2021, the Company recognized an impairment charge of $8.5 million related to certain intangible assets of its E-Systems segment resulting from a change in the intended use of the assets. The impairment charge is included in amortization of intangible assets in the accompanying condensed consolidated statements of comprehensive income (loss) for the three and six months ended July 3, 2021.

LEAR CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

(7) Goodwill

A summary of the changes in the carrying amount of goodwill, by operating segment, in the six months ended July 3, 2021, is shown below (in millions):


	Seating		E-Systems		Total
Balance at January 1, 2021	$	1,268.8	$	387.0	$	1,655.8



Foreign currency translation and other	(8.0)		19.6		11.6
Balance at July 3, 2021	$	1,260.8	$	406.6	$	1,667.4

Goodwill is not amortized but is tested for impairment on at least an annual basis. Impairment testing is required more often than annually if an event or circumstance indicates that an impairment is more likely than not to have occurred. In conducting its annual impairment testing, the Company may first perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If not, no further goodwill impairment testing is required. If it is more likely than not that a reporting unit’s fair value is less than its carrying amount, or if the Company elects not to perform a qualitative assessment of a reporting unit, the Company then compares the fair value of the reporting unit to the related net book value. If the net book value of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill recorded. The Company conducts its annual impairment testing as of the first day of its fourth quarter.

During the first and second quarters of 2021, an interim goodwill impairment analysis related to one of the Company’s reporting units within its Seating operating segment was performed. The results of the quantitative analysis indicated that the fair value of the reporting unit exceeded the related carrying value. The quantitative analysis reflected the Company’s best estimates of the COVID-19 pandemic’s ultimate impact on industry conditions, including consumer demand and economic recovery. The reporting unit is at risk of failing a future quantitative assessment if the impact of the COVID-19 pandemic is more severe or if economic recovery is slower or weaker than anticipated. As of July 3, 2021, the goodwill of the reporting unit represents approximately 1% of the Company’s total goodwill. The Company does not believe that any other reporting units are at risk for impairment.

There was no impairment of goodwill in the first six months of 2021 and 2020. The Company will, however, continue to assess the impact of significant industry and other events on its recorded goodwill.

(8) Debt

A summary of long-term debt, net of unamortized debt issuance costs and unamortized original issue premium (discount), and the related weighted average interest rates is shown below (in millions):