Supplemental Guarantor Condensed Consolidating Financial Statements | July 2, 2016 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 520.5 $ — $ 874.2 $ — $ 1,394.7 Accounts receivable 62.1 642.9 2,282.3 — 2,987.3 Inventories 1.7 409.8 599.8 — 1,011.3 Intercompany accounts 75.7 106.7 — (182.4 ) — Other 102.6 16.2 424.1 — 542.9 Total current assets 762.6 1,175.6 4,180.4 (182.4 ) 5,936.2 LONG-TERM ASSETS: Property, plant and equipment, net 164.2 402.1 1,324.0 — 1,890.3 Goodwill 39.9 651.3 379.9 — 1,071.1 Investments in subsidiaries 3,384.3 2,338.7 — (5,723.0 ) — Intercompany loans receivable 1,053.3 147.6 548.9 (1,749.8 ) — Other 559.4 194.7 513.7 (24.9 ) 1,242.9 Total long-term assets 5,201.1 3,734.4 2,766.5 (7,497.7 ) 4,204.3 Total assets $ 5,963.7 $ 4,910.0 $ 6,946.9 $ (7,680.1 ) $ 10,140.5 LIABILITIES AND EQUITY CURRENT LIABILITIES: Short-term borrowings $ — $ — $ 5.0 $ — $ 5.0 Accounts payable and drafts 76.8 780.8 1,909.5 — 2,767.1 Accrued liabilities 261.5 333.0 1,035.3 — 1,629.8 Intercompany accounts — — 182.4 (182.4 ) — Current portion of long-term debt 28.1 — 1.3 — 29.4 Total current liabilities 366.4 1,113.8 3,133.5 (182.4 ) 4,431.3 LONG-TERM LIABILITIES: Long-term debt 1,911.1 — 5.3 — 1,916.4 Intercompany loans payable 508.2 681.8 559.8 (1,749.8 ) — Other 165.2 165.6 330.8 (24.9 ) 636.7 Total long-term liabilities 2,584.5 847.4 895.9 (1,774.7 ) 2,553.1 EQUITY: Lear Corporation stockholders’ equity 3,012.8 2,948.8 2,774.2 (5,723.0 ) 3,012.8 Noncontrolling interests — — 143.3 — 143.3 Equity 3,012.8 2,948.8 2,917.5 (5,723.0 ) 3,156.1 Total liabilities and equity $ 5,963.7 $ 4,910.0 $ 6,946.9 $ (7,680.1 ) $ 10,140.5 December 31, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (In millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 526.4 $ 0.3 $ 669.9 $ — $ 1,196.6 Accounts receivable 46.4 534.5 2,009.1 — 2,590.0 Inventories 4.0 407.0 536.6 — 947.6 Intercompany accounts 45.9 79.5 — (125.4 ) — Other 114.0 25.8 412.6 — 552.4 Total current assets 736.7 1,047.1 3,628.2 (125.4 ) 5,286.6 LONG-TERM ASSETS: Property, plant and equipment, net 134.2 417.6 1,274.7 — 1,826.5 Goodwill 39.9 651.3 362.6 — 1,053.8 Investments in subsidiaries 3,101.3 2,110.7 — (5,212.0 ) — Intercompany loans receivable 904.1 184.5 245.1 (1,333.7 ) — Other 566.3 203.9 493.8 (25.1 ) 1,238.9 Total long-term assets 4,745.8 3,568.0 2,376.2 (6,570.8 ) 4,119.2 Total assets $ 5,482.5 $ 4,615.1 $ 6,004.4 $ (6,696.2 ) $ 9,405.8 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable and drafts $ 78.0 $ 681.2 $ 1,745.2 $ — $ 2,504.4 Accrued liabilities 144.0 277.0 891.1 — 1,312.1 Intercompany accounts — — 125.4 (125.4 ) — Current portion of long-term debt 21.9 — 1.2 — 23.1 Total current liabilities 243.9 958.2 2,762.9 (125.4 ) 3,839.6 LONG-TERM LIABILITIES: Long-term debt 1,925.3 — 6.4 — 1,931.7 Intercompany loans payable 221.6 650.1 462.0 (1,333.7 ) — Other 164.3 164.9 312.7 (25.1 ) 616.8 Total long-term liabilities 2,311.2 815.0 781.1 (1,358.8 ) 2,548.5 EQUITY: Lear Corporation stockholders’ equity 2,927.4 2,841.9 2,370.1 (5,212.0 ) 2,927.4 Noncontrolling interests — — 90.3 — 90.3 Equity 2,927.4 2,841.9 2,460.4 (5,212.0 ) 3,017.7 Total liabilities and equity $ 5,482.5 $ 4,615.1 $ 6,004.4 $ (6,696.2 ) $ 9,405.8 Three Months Ended July 2, 2016 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 105.0 $ 2,081.7 $ 3,883.5 $ (1,345.4 ) $ 4,724.8 Cost of sales 164.7 1,825.5 3,539.6 (1,345.4 ) 4,184.4 Selling, general and administrative expenses 78.0 5.1 71.2 — 154.3 Intercompany operating (income) expense, net (103.2 ) 73.7 29.5 — — Amortization of intangible assets 0.8 5.2 7.3 — 13.3 Interest expense 16.3 7.0 (3.0 ) — 20.3 Other (income) expense, net 9.3 0.4 (33.2 ) — (23.5 ) Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (60.9 ) 164.8 272.1 — 376.0 Provision for income taxes (22.0 ) 56.4 66.6 — 101.0 Equity in net income of affiliates (0.6 ) (0.5 ) (18.4 ) — (19.5 ) Equity in net income of subsidiaries (320.7 ) (157.3 ) — 478.0 — Consolidated net income 282.4 266.2 223.9 (478.0 ) 294.5 Less: Net income attributable to noncontrolling interests — — 12.1 — 12.1 Net income attributable to Lear $ 282.4 $ 266.2 $ 211.8 $ (478.0 ) $ 282.4 Consolidated comprehensive income $ 229.2 $ 254.8 $ 179.2 $ (424.7 ) $ 238.5 Less: Comprehensive income attributable to noncontrolling interests — — 9.3 — 9.3 Comprehensive income attributable to Lear $ 229.2 $ 254.8 $ 169.9 $ (424.7 ) $ 229.2 Three Months Ended June 27, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 116.1 $ 2,119.3 $ 3,764.7 $ (1,365.0 ) $ 4,635.1 Cost of sales 169.9 1,912.7 3,467.3 (1,365.0 ) 4,184.9 Selling, general and administrative expenses 61.8 24.0 65.7 — 151.5 Intercompany operating (income) expense, net (109.5 ) 83.7 25.8 — — Amortization of intangible assets 0.4 5.2 7.6 — 13.2 Interest expense 17.3 6.3 (3.1 ) — 20.5 Other expense, net (0.8 ) 0.8 8.7 — 8.7 Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (23.0 ) 86.6 192.7 — 256.3 Provision for income taxes (8.6 ) 31.5 49.0 — 71.9 Equity in net income of affiliates 1.7 (0.4 ) (9.8 ) — (8.5 ) Equity in net income of subsidiaries (198.0 ) (108.3 ) — 306.3 — Consolidated net income 181.9 163.8 153.5 (306.3 ) 192.9 Less: Net income attributable to noncontrolling interests — — 11.0 — 11.0 Net income attributable to Lear $ 181.9 $ 163.8 $ 142.5 $ (306.3 ) $ 181.9 Consolidated comprehensive income $ 211.5 $ 166.8 $ 180.0 $ (335.8 ) $ 222.5 Less: Comprehensive income attributable to noncontrolling interests — — 11.0 — 11.0 Comprehensive income attributable to Lear $ 211.5 $ 166.8 $ 169.0 $ (335.8 ) $ 211.5 Six Months Ended July 2, 2016 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 210.6 $ 4,120.1 $ 7,724.7 $ (2,667.7 ) $ 9,387.7 Cost of sales 323.2 3,623.0 7,033.1 (2,667.7 ) 8,311.6 Selling, general and administrative expenses 151.7 10.2 141.4 — 303.3 Intercompany operating (income) expense, net (233.1 ) 148.2 84.9 — — Amortization of intangible assets 1.5 10.4 14.6 — 26.5 Interest expense 32.5 13.9 (5.0 ) — 41.4 Other (income) expense, net 19.6 — (34.6 ) — (15.0 ) Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (84.8 ) 314.4 490.3 — 719.9 Provision for income taxes (31.5 ) 116.6 114.1 — 199.2 Equity in net income of affiliates (0.5 ) (1.0 ) (34.8 ) — (36.3 ) Equity in net income of subsidiaries (583.6 ) (289.6 ) — 873.2 — Consolidated net income 530.8 488.4 411.0 (873.2 ) 557.0 Less: Net income attributable to noncontrolling interests — — 26.2 — 26.2 Net income attributable to Lear $ 530.8 $ 488.4 $ 384.8 $ (873.2 ) $ 530.8 Consolidated comprehensive income $ 547.1 $ 482.9 $ 427.9 $ (887.2 ) $ 570.7 Less: Comprehensive income attributable to noncontrolling interests — — 23.6 — 23.6 Comprehensive income attributable to Lear $ 547.1 $ 482.9 $ 404.3 $ (887.2 ) $ 547.1 Six Months Ended June 27, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 212.9 $ 4,107.2 $ 7,492.3 $ (2,655.9 ) $ 9,156.5 Cost of sales 318.2 3,724.7 6,893.6 (2,655.9 ) 8,280.6 Selling, general and administrative expenses 123.0 47.8 132.4 — 303.2 Intercompany operating (income) expense, net (257.4 ) 154.1 103.3 — — Amortization of intangible assets 0.8 10.4 15.3 — 26.5 Interest expense 38.1 12.2 (5.4 ) — 44.9 Other expense, net 13.4 (1.3 ) 26.6 — 38.7 Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (23.2 ) 159.3 326.5 — 462.6 Provision for income taxes (5.8 ) 63.0 77.6 — 134.8 Equity in net income of affiliates 1.4 (1.1 ) (22.1 ) — (21.8 ) Equity in net income of subsidiaries (348.0 ) (172.0 ) — 520.0 — Consolidated net income 329.2 269.4 271.0 (520.0 ) 349.6 Less: Net income attributable to noncontrolling interests — — 20.4 — 20.4 Net income attributable to Lear $ 329.2 $ 269.4 $ 250.6 $ (520.0 ) $ 329.2 Consolidated comprehensive income $ 231.0 $ 255.7 $ 175.5 $ (410.9 ) $ 251.3 Less: Comprehensive income attributable to noncontrolling interests — — 20.3 — 20.3 Comprehensive income attributable to Lear $ 231.0 $ 255.7 $ 155.2 $ (410.9 ) $ 231.0 Six Months Ended July 2, 2016 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net Cash Provided by Operating Activities $ 70.9 $ 275.1 $ 482.2 $ (10.6 ) $ 817.6 Cash Flows from Investing Activities: Additions to property, plant and equipment (21.1 ) (47.2 ) (113.4 ) — (181.7 ) Intercompany transactions 135.9 36.9 (303.8 ) 131.0 — Other, net (4.0 ) 0.6 53.9 — 50.5 Net cash used in investing activities 110.8 (9.7 ) (363.3 ) 131.0 (131.2 ) Cash Flows from Financing Activities: Credit agreement repayments (9.4 ) — — — (9.4 ) Short-term borrowings — — 5.2 — 5.2 Repurchase of common stock (367.1 ) — — — (367.1 ) Dividends paid to Lear Corporation stockholders (47.0 ) — — — (47.0 ) Dividends paid to noncontrolling interests — — (14.3 ) — (14.3 ) Intercompany transactions 286.6 (265.7 ) 99.5 (120.4 ) — Other, net (50.7 ) — (0.6 ) (51.3 ) Net cash used in financing activities (187.6 ) (265.7 ) 89.8 (120.4 ) (483.9 ) Effect of foreign currency translation — — (4.4 ) — (4.4 ) Net Change in Cash and Cash Equivalents (5.9 ) (0.3 ) 204.3 — 198.1 Cash and Cash Equivalents as of Beginning of Period 526.4 0.3 669.9 — 1,196.6 Cash and Cash Equivalents as of End of Period $ 520.5 $ — $ 874.2 $ — $ 1,394.7 Six Months Ended June 27, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net Cash Provided by Operating Activities $ 81.1 $ (4.1 ) $ 442.4 $ (111.4 ) $ 408.0 Cash Flows from Investing Activities: Additions to property, plant and equipment (11.1 ) (51.5 ) (150.3 ) — (212.9 ) Acquisitions, net of cash acquired and use of $350 million restricted cash (see non-cash investing activities below) (485.5 ) 1.2 19.0 — (465.3 ) Intercompany transactions 270.9 (12.5 ) 65.6 (324.0 ) — Other, net (5.3 ) 0.6 13.0 — 8.3 Net cash used in investing activities (231.0 ) (62.2 ) (52.7 ) (324.0 ) (669.9 ) Cash Flows from Financing Activities: Credit agreement borrowings 500.0 — — — 500.0 Repurchase of senior notes, net of use of $250 million restricted cash (see non-cash financing activities below) (Note 7) (5.0 ) — — — (5.0 ) Repurchase of common stock (234.8 ) — — — (234.8 ) Dividends paid to Lear Corporation stockholders (41.1 ) — — — (41.1 ) Dividends paid to noncontrolling interests — — (11.9 ) — (11.9 ) Intercompany transactions (5.2 ) 68.2 (498.4 ) 435.4 — Other, net (48.6 ) — — — (48.6 ) Net cash provided by financing activities 165.3 68.2 (510.3 ) 435.4 158.6 Effect of foreign currency translation — — (22.9 ) — (22.9 ) Net Change in Cash and Cash Equivalents 15.4 1.9 (143.5 ) — (126.2 ) 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 $ 393.2 $ 1.9 $ 572.8 $ — $ 967.9 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 ) 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 Guilford Mills, LLC, Lear Corporation EEDS and Interiors, Lear Mexican Seating Corporation and Lear Operations Corporation. Eagle Ottawa North America, LLC was released as a guarantor in 2016. In lieu of providing separate financial statements for the Guarantors, the Company has included the supplemental guarantor 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 2015 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 July 2, 2016 and June 27, 2015 , $34.8 million and $33.1 million , respectively, of selling, general and administrative expenses were allocated from Lear. During the six months ended July 2, 2016 and June 27, 2015 , $67.5 million and $63.9 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): July 2, December 31, Credit agreement $ 479.3 $ 488.4 Senior notes 1,459.9 1,458.8 1,939.2 1,947.2 Less — Current portion (28.1 ) (21.9 ) Long-term debt $ 1,911.1 $ 1,925.3 |