XML 146 R14.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Investments in Affiliates and Other Related Party Transactions
12 Months Ended
Dec. 31, 2019
Equity Method Investments and Joint Ventures [Abstract]  
Investments in Affiliates and Other Related Party Transactions Investments in Affiliates and Other Related Party Transactions
The Company’s beneficial ownership in affiliates accounted for under the equity method is shown below:
December 31,
2019
 
2018
 
2017
Beijing BHAP Lear Automotive Systems Co., Ltd. (China)
50%
 
50%
 
50%
Jiangxi Jiangling Lear Interior Systems Co., Ltd. (China)
50
 
50
 
50
Lear Dongfeng Automotive Seating Co., Ltd. (China)
50
 
50
 
50
Guangzhou Lear Automotive Components Co., Ltd. (China)
50
 
 
Changchun Lear FAWSN Automotive Seat Systems Co., Ltd. (China)
49
 
49
 
49
Honduras Electrical Distribution Systems S. de R.L. de C.V. (Honduras)
49
 
49
 
49
Kyungshin-Lear Sales and Engineering LLC
49
 
49
 
49
Beijing Lear Dymos Automotive Systems Co., Ltd. (China)
40
 
40
 
40
Techstars Corporate Partner 2017 LLC
38
 
 
Hyundai Transys Lear Automotive Private Limited (India)
35
 
35
 
35
RevoLaze, LLC
20
 
20
 
20
Trucks Venture Fund 2, L.P.
19
 
 
Maniv Mobility II A, L.P.
8
 
 
Autotech Fund II, L.P.
6
 
 
Dong Kwang Lear Yuhan Hoesa (Korea)
 
50
 
50
Industrias Cousin Freres, S.L. (Spain)
 
 
50
Changchun Lear FAWSN Automotive Electrical and Electronics Co., Ltd. (China)
 
 
49
eLumigen, LLC
 
 
46
HB Polymer Company, LLC
 
 
10

Summarized group financial information for affiliates accounted for under the equity method as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, is shown below (unaudited; in millions):
December 31,
2019
 
2018
Balance sheet data:
 
 
 
Current assets
$
856.3

 
$
753.8

Non-current assets
173.9

 
180.8

Current liabilities
739.5

 
679.3

Non-current liabilities
6.6

 
6.3

For the year ended December 31,
2019
 
2018
 
2017
Income statement data:
 
 
 
 
 
Net sales
$
1,670.0

 
$
1,520.2

 
$
2,000.4

Gross profit
89.2

 
75.9

 
172.8

Income before provision for income taxes
85.7

 
60.0

 
169.6

Net income attributable to affiliates
53.5

 
42.2

 
117.8


A summary of amounts recorded in the Company's consolidated balance sheets related to its affiliates is shown below (in millions):
December 31,
2019
 
2018
Aggregate investment in affiliates
$
119.5

 
$
108.2

Receivables due from affiliates (including notes and advances)
170.5

 
141.1

Payables due to affiliates
0.1

 
0.2


A summary of transactions with affiliates accounted for under the equity method and other related parties is shown below (in millions):
For the year ended December 31,
2019
 
2018
 
2017
Sales to affiliates
$
647.2

 
$
603.0

 
$
499.9

Purchases from affiliates
1.6

 
2.0

 
9.5

Management and other fees for services provided to affiliates
35.5

 
29.6

 
26.6

Dividends received from affiliates
23.3

 
39.0

 
33.0


The Company has certain investments with beneficial ownership interests of less than 20% that are accounted for under the equity method as the Company’s beneficial ownership interests in these entities are similar to partnership interests.
2019
In July 2019, the Company deconsolidated Guangzhou Automobile Group Component Co., Ltd. ("GACC") as it no longer controls this entity. As a result, the carrying values of the assets and liabilities of GACC are not reflected in the consolidated balance sheet as of December 31, 2019. In addition, the Company recorded a gain of $4.0 million related to the excess of the estimated fair value over the carrying value of its interest in GACC immediately prior to deconsolidation. The gain is included in other (income) expense, net in the accompanying consolidated statement of income for the year ended December 31, 2019.
2018
In January 2018, the Company gained control of Changchun Lear FAWSN Automotive Electrical and Electronics Co., Ltd. ("Lear FAWSN") by acquiring an additional 20% interest from a joint venture partner and by amending the joint venture agreement to eliminate the substantive participating rights of the remaining joint venture partner. Prior to the amendment, Lear FAWSN was accounted for under the equity method.
This transaction was accounted for as a business combination, and accordingly, the assets acquired and liabilities assumed are included in the accompanying consolidated balance sheet as of December 31, 2018. The operating results and cash flows of Lear FAWSN are included in the accompanying consolidated financial statements from the effective date of the amended joint venture agreement and are reflected in the Company’s E-Systems segment.
A summary of the fair value of the assets acquired and liabilities assumed in conjunction with the transaction is shown below (in millions):
Property, plant and equipment
$
11.0

Other assets and liabilities assumed, net
5.7

Goodwill
22.4

Intangible assets
7.5

 
$
46.6


Recognized goodwill is attributable to the assembled workforce, expected synergies and other intangible assets that do not qualify for separate recognition.
Intangible assets consist of amounts recognized for the fair value of customer-based assets and were based on an independent appraisal. Customer-based assets include Lear FAWSN's established relationships with its customers and the ability of these customers to generate future economic profits for the Company. It is currently estimated that these intangible assets have a weighted average useful life of approximately ten years.
As of the effective date of the transaction, the fair value of the Company’s previously held equity interest in Lear FAWSN was $23.0 million, and the fair value of the noncontrolling interest in Lear FAWSN was $14.0 million. As a result of valuing the Company’s previously held equity interest in Lear FAWSN at fair value, the Company recognized a gain of $10.0 million, which is included in other (income) expense, net in the accompanying consolidated statement of income for the year ended December 31, 2018.
The pro forma effects of this consolidation would not materially impact the Company’s reported results for any period presented.
For further information related to acquired assets measured at fair value, see Note 15, "Financial Instruments."
2017
In September 2017, the Company gained control of Shanghai Lear STEC Automotive Parts Co., Ltd. ("Lear STEC") by amending the joint venture agreement to eliminate the substantive participating rights of its joint venture partner. Prior to the amendment, Lear STEC was accounted for under the equity method. This transaction was accounted for as a business combination, and accordingly, the assets acquired and liabilities assumed are included in the accompanying consolidated balance sheets as of December 31, 2019 and 2018. The operating results and cash flows of Lear STEC are included in the accompanying consolidated financial statements from the date of the amended joint venture agreement and are reflected in the Company’s E-Systems segment.
A summary of the fair value of the assets acquired and liabilities assumed in conjunction with the transaction is shown below (in millions):
Property, plant and equipment
$
16.2

Other assets and liabilities assumed, net
42.7

Goodwill
94.1

Intangible assets
66.0

 
$
219.0


Recognized goodwill is attributable to the assembled workforce, expected synergies and other intangible assets that do not qualify for separate recognition.
Intangible assets consist of amounts recognized for the fair value of customer-based assets and were based on an independent appraisal. Customer-based assets include Lear STEC’s established relationships with its customers and the ability of these customers to generate future economic profits for the Company. It is currently estimated that these intangible assets have a weighted average useful life of approximately twelve years.
As of the date of the transaction, the fair value of the Company’s previously held equity interest in Lear STEC was $94.0 million, and the fair value of the noncontrolling interest in Lear STEC was $125.0 million. As a result of valuing the Company’s previously held equity interest in Lear STEC at fair value, the Company recognized a gain of $54.2 million which is included in other (income) expense, net in the accompanying consolidated statements of income for the year ended December 31, 2017.
In connection with the transaction, the noncontrolling interest holder obtained the option, which is embedded in the noncontrolling interest, to require the Company to purchase or redeem the 45% noncontrolling interest based on a pre-determined earnings multiple formula. In accordance with GAAP, the Company records redeemable noncontrolling interests at the greater of (1) the initial carrying amount adjusted for the noncontrolling interest holder’s share of total comprehensive income or loss and dividends ("noncontrolling interest carrying value") or (2) the redemption value as of and based on conditions existing as of the reporting date. Required redemption adjustments are recorded as an increase to redeemable noncontrolling interests, with an offsetting adjustment to retained earnings. The redeemable noncontrolling interest is classified in mezzanine equity in the accompanying consolidated balance sheets as of December 31, 2019 and 2018.
Redemption value of a noncontrolling interest in excess of carrying value represents a dividend distribution that is different from dividend distributions to other common stockholders. Therefore, periodic redemption adjustments recorded in excess of carrying value are reflected as a reduction to the income available to common stockholders in the computation of earnings per share. Redeemable noncontrolling interest of $118.4 million and $158.1 million related to Lear STEC is reflected in the Company's consolidated balance sheets as of December 31, 2019 and 2018, respectively. These amounts include noncontrolling interest redemption adjustments of ($37.0) million and $10.4 million, representing the difference between the redemption value and carrying value, for the years ended December 31, 2019 and 2018, respectively.
Lear STEC provides wire harnesses to SAIC Motor Corporation Limited and its joint ventures with both North American and European automotive manufacturers. The pro forma effects of this consolidation would not materially impact the Company’s reported results for any period presented.
For further information related to acquired assets measured at fair value, see Note 15, "Financial Instruments."