Supplemental Guarantor Condensed Consolidating Financial Statements | September 26, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 355.3 $ 0.1 $ 567.4 $ — $ 922.8 Accounts receivable 64.8 729.6 2,165.5 — 2,959.9 Inventories 3.6 439.9 599.8 — 1,043.3 Intercompany accounts 49.2 117.4 — (166.6 ) — Other 163.1 92.3 456.6 (6.2 ) 705.8 Total current assets 636.0 1,379.3 3,789.3 (172.8 ) 5,631.8 LONG-TERM ASSETS: Property, plant and equipment, net 121.6 407.5 1,252.8 — 1,781.9 Goodwill 39.9 691.6 329.6 — 1,061.1 Investments in subsidiaries 3,054.7 1,986.6 — (5,041.3 ) — Intercompany loans receivable 945.6 190.5 188.4 (1,324.5 ) — Other 587.1 222.2 464.9 (110.3 ) 1,163.9 Total long-term assets 4,748.9 3,498.4 2,235.7 (6,476.1 ) 4,006.9 Total assets $ 5,384.9 $ 4,877.7 $ 6,025.0 $ (6,648.9 ) $ 9,638.7 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable and drafts $ 77.0 $ 761.3 $ 1,738.1 $ — $ 2,576.4 Accrued liabilities 147.2 304.3 1,017.6 (6.2 ) 1,462.9 Intercompany accounts — — 166.6 (166.6 ) — Current portion of long-term debt 15.6 — 1.3 — 16.9 Total current liabilities 239.8 1,065.6 2,923.6 (172.8 ) 4,056.2 LONG-TERM LIABILITIES: Long-term debt 1,956.3 — 6.3 — 1,962.6 Intercompany loans payable 169.3 645.7 509.5 (1,324.5 ) — Other 179.2 271.6 354.6 (110.3 ) 695.1 Total long-term liabilities 2,304.8 917.3 870.4 (1,434.8 ) 2,657.7 EQUITY: Lear Corporation stockholders’ equity 2,840.3 2,894.8 2,146.5 (5,041.3 ) 2,840.3 Noncontrolling interests — — 84.5 — 84.5 Equity 2,840.3 2,894.8 2,231.0 (5,041.3 ) 2,924.8 Total liabilities and equity $ 5,384.9 $ 4,877.7 $ 6,025.0 $ (6,648.9 ) $ 9,638.7 December 31, 2014 Lear Guarantors Non- guarantors Eliminations Consolidated (In millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 377.8 $ — $ 716.3 $ — $ 1,094.1 Accounts receivable 53.9 459.0 1,958.8 — 2,471.7 Inventories 1.8 348.1 503.8 — 853.7 Intercompany accounts 49.6 40.7 — (90.3 ) — Other 416.9 76.2 467.0 — 960.1 Total current assets 900.0 924.0 3,645.9 (90.3 ) 5,379.6 LONG-TERM ASSETS: Property, plant and equipment, net 106.4 334.5 1,183.8 — 1,624.7 Goodwill 23.5 401.0 301.7 — 726.2 Investments in subsidiaries 2,010.6 1,815.7 — (3,826.3 ) — Intercompany loans receivable 1,268.1 168.6 212.6 (1,649.3 ) — Other 928.8 65.9 475.2 (50.2 ) 1,419.7 Total long-term assets 4,337.4 2,785.7 2,173.3 (5,525.8 ) 3,770.6 Total assets $ 5,237.4 $ 3,709.7 $ 5,819.2 $ (5,616.1 ) $ 9,150.2 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable and drafts $ 91.1 $ 687.7 $ 1,746.5 $ — $ 2,525.3 Accrued liabilities 138.1 203.9 846.8 — 1,188.8 Intercompany accounts — — 90.3 (90.3 ) — Current portion of long-term debt 243.7 — — — 243.7 Total current liabilities 472.9 891.6 2,683.6 (90.3 ) 3,957.8 LONG-TERM LIABILITIES: Long-term debt 1,475.0 — — — 1,475.0 Intercompany loans payable 138.9 698.8 811.6 (1,649.3 ) — Other 191.8 198.0 348.5 (50.2 ) 688.1 Total long-term liabilities 1,805.7 896.8 1,160.1 (1,699.5 ) 2,163.1 EQUITY: Lear Corporation stockholders’ equity 2,958.8 1,921.3 1,905.0 (3,826.3 ) 2,958.8 Noncontrolling interests — — 70.5 — 70.5 Equity 2,958.8 1,921.3 1,975.5 (3,826.3 ) 3,029.3 Total liabilities and equity $ 5,237.4 $ 3,709.7 $ 5,819.2 $ (5,616.1 ) $ 9,150.2 Three Months Ended September 26, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 106.3 $ 2,044.1 $ 3,433.1 $ (1,253.2 ) $ 4,330.3 Cost of sales 146.9 1,824.3 3,159.1 (1,253.2 ) 3,877.1 Selling, general and administrative expenses 74.5 2.9 60.2 — 137.6 Intercompany operating (income) expense, net (73.7 ) 50.0 23.7 — — Amortization of intangible assets 0.5 5.2 7.3 — 13.0 Interest expense 16.4 6.5 (1.5 ) — 21.4 Other expense, net 12.6 2.8 6.3 — 21.7 Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (70.9 ) 152.4 178.0 — 259.5 Provision for income taxes (26.3 ) 53.5 48.9 — 76.1 Equity in net income of affiliates (0.4 ) (1.0 ) (8.5 ) — (9.9 ) Equity in net income of subsidiaries (225.2 ) (101.9 ) — 327.1 — Consolidated net income 181.0 201.8 137.6 (327.1 ) 193.3 Less: Net income attributable to noncontrolling interests — — 12.3 — 12.3 Net income attributable to Lear $ 181.0 $ 201.8 $ 125.3 $ (327.1 ) $ 181.0 Consolidated comprehensive income $ 94.8 $ 187.5 $ 63.0 $ (240.6 ) $ 104.7 Less: Comprehensive income attributable to noncontrolling interests — — 9.9 — 9.9 Comprehensive income attributable to Lear $ 94.8 $ 187.5 $ 53.1 $ (240.6 ) $ 94.8 Three Months Ended September 27, 2014 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 120.5 $ 1,802.7 $ 3,503.3 $ (1,193.8 ) $ 4,232.7 Cost of sales 165.9 1,642.6 3,256.8 (1,193.8 ) 3,871.5 Selling, general and administrative expenses 47.6 14.3 66.2 — 128.1 Intercompany operating (income) expense, net (83.2 ) 73.3 9.9 — — Amortization of intangible assets 0.5 1.2 6.9 — 8.6 Interest expense 10.6 6.6 (1.5 ) — 15.7 Other expense, net 0.9 0.4 9.8 — 11.1 Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (21.8 ) 64.3 155.2 — 197.7 Provision for income taxes (8.1 ) 27.0 38.7 — 57.6 Equity in net income of affiliates 0.1 (0.5 ) (7.4 ) — (7.8 ) Equity in net income of subsidiaries (153.9 ) (84.8 ) — 238.7 — Consolidated net income 140.1 122.6 123.9 (238.7 ) 147.9 Less: Net income attributable to noncontrolling interests — — 7.8 — 7.8 Net income attributable to Lear $ 140.1 $ 122.6 $ 116.1 $ (238.7 ) $ 140.1 Consolidated comprehensive income $ 41.7 $ 113.9 $ 35.5 $ (140.2 ) $ 50.9 Less: Comprehensive income attributable to noncontrolling interests — — 9.2 — 9.2 Comprehensive income attributable to Lear $ 41.7 $ 113.9 $ 26.3 $ (140.2 ) $ 41.7 Nine Months Ended September 26, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 319.2 $ 6,151.3 $ 10,925.4 $ (3,909.1 ) $ 13,486.8 Cost of sales 465.1 5,549.0 10,052.7 (3,909.1 ) 12,157.7 Selling, general and administrative expenses 197.5 50.7 192.6 — 440.8 Intercompany operating (income) expense, net (331.1 ) 204.1 127.0 — — Amortization of intangible assets 1.3 15.6 22.6 — 39.5 Interest expense 54.5 18.7 (6.9 ) — 66.3 Other expense, net 26.0 1.5 32.9 — 60.4 Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (94.1 ) 311.7 504.5 — 722.1 Provision for income taxes (32.1 ) 116.5 126.5 — 210.9 Equity in net income of affiliates 1.0 (2.1 ) (30.6 ) — (31.7 ) Equity in net income of subsidiaries (573.2 ) (274.1 ) — 847.3 — Consolidated net income 510.2 471.4 408.6 (847.3 ) 542.9 Less: Net income attributable to noncontrolling interests — — 32.7 — 32.7 Net income attributable to Lear $ 510.2 $ 471.4 $ 375.9 $ (847.3 ) $ 510.2 Consolidated comprehensive income $ 325.8 $ 443.4 $ 238.5 $ (651.7 ) $ 356.0 Less: Comprehensive income attributable to noncontrolling interests — — 30.2 — 30.2 Comprehensive income attributable to Lear $ 325.8 $ 443.4 $ 208.3 $ (651.7 ) $ 325.8 Nine Months Ended September 27, 2014 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 351.3 $ 5,252.5 $ 11,189.0 $ (3,615.2 ) $ 13,177.6 Cost of sales 496.5 4,789.5 10,406.0 (3,615.2 ) 12,076.8 Selling, general and administrative expenses 163.0 34.3 205.5 — 402.8 Intercompany operating (income) expense, net (331.4 ) 212.6 118.8 — — Amortization of intangible assets 1.3 3.6 20.5 — 25.4 Interest expense 34.8 17.8 (5.5 ) — 47.1 Other expense, net 20.8 0.8 35.5 — 57.1 Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (33.7 ) 193.9 408.2 — 568.4 Provision for income taxes (13.4 ) 80.1 96.4 — 163.1 Equity in net income of affiliates 0.7 (1.0 ) (28.7 ) — (29.0 ) Equity in net income of subsidiaries (431.6 ) (217.8 ) — 649.4 — Consolidated net income 410.6 332.6 340.5 (649.4 ) 434.3 Less: Net income attributable to noncontrolling interests — — 23.7 — 23.7 Net income attributable to Lear $ 410.6 $ 332.6 $ 316.8 $ (649.4 ) $ 410.6 Consolidated comprehensive income $ 309.2 $ 328.9 $ 241.9 $ (547.8 ) $ 332.2 Less: Comprehensive income attributable to noncontrolling interests — — 23.0 — 23.0 Comprehensive income attributable to Lear $ 309.2 $ 328.9 $ 218.9 $ (547.8 ) $ 309.2 Nine Months Ended September 26, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net Cash Provided by (Used in) Operating Activities $ 109.3 $ 86.4 $ 623.8 $ (133.5 ) $ 686.0 Cash Flows from Investing Activities: Additions to property, plant and equipment (26.4 ) (79.8 ) (221.5 ) — (327.7 ) Acquisition of Eagle Ottawa, net of cash acquired and use of $350 million restricted cash (see non-cash investing activities below) (Note 2) (485.5 ) 1.2 19.0 — (465.3 ) Intercompany transactions 385.4 (21.9 ) 24.2 (387.7 ) — Other, net (31.1 ) 7.8 12.7 — (10.6 ) Net cash used in investing activities (157.6 ) (92.7 ) (165.6 ) (387.7 ) (803.6 ) Cash Flows from Financing Activities: Credit agreement borrowings 500.0 — — — 500.0 Credit agreement repayments (3.1 ) — — — (3.1 ) Repurchase of senior notes, net of use of $250 million restricted cash in 2015 (see non-cash financing activities below) (Note 8) (5.0 ) — — — (5.0 ) Repurchase of common stock (383.0 ) — — — (383.0 ) Dividends paid to Lear Corporation stockholders (60.0 ) — — — (60.0 ) Dividends paid to noncontrolling interests — — (16.2 ) — (16.2 ) Intercompany transactions 30.4 6.4 (558.0 ) 521.2 — Other, net (53.5 ) — (0.1 ) (53.6 ) Net cash provided by (used in) financing activities 25.8 6.4 (574.3 ) 521.2 (20.9 ) Effect of foreign currency translation — — (32.8 ) — (32.8 ) Net Change in Cash and Cash Equivalents (22.5 ) 0.1 (148.9 ) — (171.3 ) Cash and Cash Equivalents as of Beginning of Period 377.8 — 716.3 — 1,094.1 Cash and Cash Equivalents as of End of Period $ 355.3 $ 0.1 $ 567.4 $ — $ 922.8 Non-cash Investing Activities: Cash restricted for use — acquisition of Eagle Ottawa $ (350.0 ) $ — $ — $ — $ (350.0 ) Non-cash Financing Activities: Cash restricted for use — repurchase of senior notes $ (250.0 ) $ — $ — $ — $ (250.0 ) Nine Months Ended September 27, 2014 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net Cash Provided by (Used in) Operating Activities $ 53.3 $ 14.2 $ 350.1 $ (5.9 ) $ 411.7 Cash Flows from Investing Activities: Additions to property, plant and equipment (10.0 ) (57.2 ) (213.6 ) — (280.8 ) Intercompany transactions 255.5 (35.3 ) 1.9 (222.1 ) — Other, net (5.9 ) 15.3 (18.4 ) — (9.0 ) Net cash provided by (used in) investing activities 239.6 (77.2 ) (230.1 ) (222.1 ) (289.8 ) Cash Flows from Financing Activities: Proceeds from the issuance of senior notes 325.0 — — — 325.0 Repurchase of senior notes (327.1 ) — — — (327.1 ) Payment of debt issuance and other financing costs (3.8 ) — — — (3.8 ) Repurchase of common stock (259.4 ) — — — (259.4 ) Dividends paid to Lear Corporation stockholders (49.6 ) — — — (49.6 ) Dividends paid to noncontrolling interests — — (17.5 ) — (17.5 ) Intercompany transactions (8.1 ) 63.0 (282.9 ) 228.0 — Other, net (21.7 ) — (17.5 ) — (39.2 ) Net cash provided by (used in) financing activities (344.7 ) 63.0 (317.9 ) 228.0 (371.6 ) Effect of foreign currency translation — — (15.3 ) — (15.3 ) Net Change in Cash and Cash Equivalents (51.8 ) — (213.2 ) — (265.0 ) Cash and Cash Equivalents as of Beginning of Period 343.5 0.1 794.1 — 1,137.7 Cash and Cash Equivalents as of End of Period $ 291.7 $ 0.1 $ 580.9 $ — $ 872.7 Basis of Presentation Certain of the Company’s domestic 100% owned subsidiaries (the "Guarantors") have jointly and severally unconditionally guaranteed, on a senior unsecured basis, the performance and the full and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the Company’s obligations under its Credit Agreement and the indentures governing the Notes, including the Company’s obligations to pay principal, premium, if any, and interest with respect to the Notes. The Notes consist of $500 million in aggregate principal amount of 4.75% senior unsecured notes due 2023, $325 million in aggregate principal amount of 5.375% senior unsecured notes due 2024 and $650 million in aggregate principal amount of 5.25% senior unsecured notes due 2025. The Guarantors include Albert Trostel & Sons Company, Eagle Ottawa North America, LLC, Guilford Mills, Inc., Lear Corporation EEDS and Interiors, Lear Mexican Seating Corporation and Lear Operations Corporation. In lieu of providing separate financial statements for the Guarantors, the Company has included the supplemental guarantor condensed consolidating financial statements above. These financial statements reflect the Guarantors listed above for all periods presented. Management does not believe that separate financial statements of the Guarantors are material to investors. Therefore, separate financial statements and other disclosures concerning the Guarantors are not presented. The 2014 supplemental guarantor condensed consolidating financial statements have been restated to reflect certain changes to the equity investments of the Guarantors. Distributions There are no significant restrictions on the ability of the Guarantors to make distributions to the Company. Selling, General and Administrative Expenses Corporate and division selling, general and administrative expenses are allocated to the operating subsidiaries based on various factors, which estimate usage of particular corporate and division functions, and in certain instances, other relevant factors, such as the revenues or the number of employees of the Company’s subsidiaries. During the three months ended September 26, 2015 and September 27, 2014 , $33.4 million and $30.7 million , respectively, of selling, general and administrative expenses were allocated from Lear. During the nine months ended September 26, 2015 and September 27, 2014 , $97.2 million and $90.5 million , respectively, of selling, general and administrative expenses were allocated from Lear. Long-Term Debt of Lear and the Guarantors A summary of long-term debt of Lear and the Guarantors on a combined basis is shown below (in millions): September 26, 2015 December 31, 2014 Credit agreement — Term Loan Facility $ 496.9 $ — Senior notes 1,475.0 1,718.7 1,971.9 1,718.7 Less — Current portion (15.6 ) (243.7 ) Long-term debt $ 1,956.3 $ 1,475.0 |