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,	2017	2016	2015
Beijing BHAP Lear Automotive Systems Co., Ltd. (China)	50%	50%	50%
Dong Kwang Lear Yuhan Hoesa (Korea)	50	50	50
Industrias Cousin Freres, S.L. (Spain)	50	50	50
Jiangxi Jiangling Lear Interior Systems Co., Ltd. (China)	50	50	50
Lear Dongfeng Automotive Seating Co., Ltd. (China)	50	50	50
Changchun Lear FAWSN Automotive Electrical and Electronics Co., Ltd. (China)	49	49	49
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
eLumigen, LLC	46	46	30
Beijing Lear Dymos Automotive Systems Co., Ltd. (China)	40	40	40
Dymos Lear Automotive India Private Limited (India)	35	35	35
RevoLaze, LLC	20	20	20
HB Polymer Company, LLC	10	10	10
Shanghai Lear STEC Automotive Parts Co., Ltd. (China)	—	55	55
Beijing BAI Lear Automotive Systems Co., Ltd. (China)	—	—	50

Summarized group financial information for affiliates accounted for under the equity method as of December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015, is shown below (unaudited; in millions):



December 31,	2017		2016
Balance sheet data:
Current assets	$	961.4	$	1,011.0
Non-current assets	203.0		197.3
Current liabilities	813.0		850.5
Non-current liabilities	26.1		26.6



For the year ended December 31,	2017		2016		2015
Income statement data:
Net sales	$	2,000.4	$	2,186.4	$	2,087.8
Gross profit	172.8		200.6		155.5
Income before provision for income taxes	169.6		195.3		127.4
Net income attributable to affiliates	117.8		155.4		96.0

A summary of amounts recorded in the Company's consolidated balance sheets related to its affiliates is shown below (in millions):



December 31,	2017		2016
Aggregate investment in affiliates	$	146.5	$	153.5
Receivables due from affiliates (including notes and advances)	140.7		121.8
Payables due to affiliates	0.2		4.3

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,	2017		2016		2015
Sales to affiliates	$	499.9	$	147.0	$	198.5
Purchases from affiliates	9.5		17.8		26.3
Management and other fees for services provided to affiliates	26.6		25.3		36.8
Dividends received from affiliates	33.0		35.6		54.1

The Company’s investment in HB Polymer Company, LLC is accounted for under the equity method as the Company’s interest in this entity is similar to a partnership interest.

2017

On September 8, 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 sheet as of December 31, 2017. 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 preliminary 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	42.4
Goodwill	94.4
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.

The fair values of the assets acquired and liabilities assumed in conjunction with the transaction contain preliminary estimates that may be revised as a result of additional information regarding such assets and liabilities.

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 sheet as of December 31, 2017.

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 $153.4 million related to Lear STEC is reflected in the Company's consolidated balance sheet as of December 31, 2017. This amount includes a noncontrolling interest redemption adjustment of $25.5 million, representing the difference between the redemption value and carrying value.

Lear STEC’s annual sales are approximately $280 million. 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 the redemption adjustment, see Note 9, "Capital Stock, Accumulated Other Comprehensive Loss and Equity." For further information related to acquired assets measured at fair value, see Note 13, "Financial Instruments."

2016

On June 21, 2016, the Company gained control of Beijing BAI Lear Automotive Systems Co., Ltd. ("Beijing BAI") by amending the joint venture agreement to eliminate the substantive participating rights of its joint venture partner. Prior to the amendment, Beijing BAI 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, 2017 and 2016. The operating results and cash flows of Beijing BAI are included in the accompanying consolidated financial statements from the date of the amended joint venture agreement and are reflected in the Company's Seating 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	$	20.7
Other assets and liabilities assumed, net	42.1
Goodwill	7.2
Intangible assets	34.0
	$	104.0

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 Beijing BAI’s established relationships with its customers and the ability of these customers to generate future economic profits for the Company. It is estimated that these intangible assets have a weighted average useful life of approximately eight years.

As of the date of the transaction, the fair value of the Company’s previously held equity interest in Beijing BAI was $63.0 million, and the fair value of the noncontrolling interest in Beijing BAI was $41.0 million. As a result of valuing the Company’s previously held equity interest in Beijing BAI at fair value, the Company recognized a gain of $30.3 million, which is included in other (income) expense, net in the accompanying consolidated statement of income for the year ended December 31, 2016.

For further information related to acquired assets measured at fair value, see Note 13, "Financial Instruments."

Also in 2016, the Company acquired an additional ownership interest in eLumigen LLC, thereby increasing its ownership interest to 46% from 30%.

Subsequent Event

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 will be accounted for as a business combination, and the assets acquired and liabilities assumed will be recognized and measured at fair value as of the transaction date. The operating results and cash flows of Lear FAWSN will be included in the consolidated financial statements from the transaction date. The Company is preparing the preliminary estimates of the fair values of the assets acquired and liabilities assumed, which will be included in the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2018. The gain, if any, on the Company's previously held equity interest in Lear FAWSN is not expected to be material.