Supplemental Guarantor Condensed Consolidating Financial Statements | October 1, 2016 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 408.7 $ 0.3 $ 932.6 $ — $ 1,341.6 Accounts receivable 65.7 655.0 2,388.8 — 3,109.5 Inventories 1.6 434.2 627.2 — 1,063.0 Intercompany accounts 38.2 150.5 — (188.7 ) — Other 90.7 14.1 434.9 — 539.7 Total current assets 604.9 1,254.1 4,383.5 (188.7 ) 6,053.8 LONG-TERM ASSETS: Property, plant and equipment, net 166.8 405.6 1,348.5 — 1,920.9 Goodwill 39.9 651.3 378.2 — 1,069.4 Investments in subsidiaries 3,590.2 1,189.2 — (4,779.4 ) — Intercompany loans receivable 1,054.0 1,389.5 109.1 (2,552.6 ) — Other 560.2 189.9 506.9 (23.7 ) 1,233.3 Total long-term assets 5,411.1 3,825.5 2,342.7 (7,355.7 ) 4,223.6 Total assets $ 6,016.0 $ 5,079.6 $ 6,726.2 $ (7,544.4 ) $ 10,277.4 LIABILITIES AND EQUITY CURRENT LIABILITIES: Short-term borrowings $ — $ — $ 8.7 $ — $ 8.7 Accounts payable and drafts 77.2 810.9 1,885.1 — 2,773.2 Accrued liabilities 245.2 337.5 1,086.1 — 1,668.8 Intercompany accounts — — 188.7 (188.7 ) — Current portion of long-term debt 31.3 — 1.3 — 32.6 Total current liabilities 353.7 1,148.4 3,169.9 (188.7 ) 4,483.3 LONG-TERM LIABILITIES: Long-term debt 1,902.2 — 5.1 — 1,907.3 Intercompany loans payable 511.0 687.0 1,354.5 (2,552.5 ) — Other 170.6 168.5 328.4 (23.7 ) 643.8 Total long-term liabilities 2,583.8 855.5 1,688.0 (2,576.2 ) 2,551.1 EQUITY: Lear Corporation stockholders’ equity 3,078.5 3,075.7 1,703.8 (4,779.5 ) 3,078.5 Noncontrolling interests — — 164.5 — 164.5 Equity 3,078.5 3,075.7 1,868.3 (4,779.5 ) 3,243.0 Total liabilities and equity $ 6,016.0 $ 5,079.6 $ 6,726.2 $ (7,544.4 ) $ 10,277.4 December 31, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (In millions) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 526.4 $ 0.4 $ 669.8 $ — $ 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 1,047.2 3,628.1 (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 1,458.5 — (4,559.8 ) — Intercompany loans receivable 904.1 836.7 77.7 (1,818.5 ) — Other 566.3 203.9 493.8 (25.1 ) 1,238.9 Total long-term assets 4,745.8 3,568.0 2,208.8 (6,403.4 ) 4,119.2 Total assets $ 5,482.5 $ 4,615.2 $ 5,836.9 $ (6,528.8 ) $ 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 221.6 650.1 946.8 (1,818.5 ) — Other 164.3 164.9 312.7 (25.1 ) 616.8 Total long-term liabilities 2,311.2 815.0 1,265.9 (1,843.6 ) 2,548.5 EQUITY: Lear Corporation stockholders’ equity 2,927.4 2,842.0 1,717.8 (4,559.8 ) 2,927.4 Noncontrolling interests — — 90.3 — 90.3 Equity 2,927.4 2,842.0 1,808.1 (4,559.8 ) 3,017.7 Total liabilities and equity $ 5,482.5 $ 4,615.2 $ 5,836.9 $ (6,528.8 ) $ 9,405.8 Three Months Ended October 1, 2016 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 106.9 $ 1,991.1 $ 3,742.9 $ (1,314.5 ) $ 4,526.4 Cost of sales 163.5 1,744.1 3,419.4 (1,314.5 ) 4,012.5 Selling, general and administrative expenses 77.3 4.7 71.6 — 153.6 Intercompany operating (income) expense, net (79.8 ) 62.1 17.7 — — Amortization of intangible assets 0.7 5.2 9.3 — 15.2 Interest expense 16.5 6.1 (2.0 ) — 20.6 Other (income) expense, net 10.6 (0.7 ) 4.3 — 14.2 Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (81.9 ) 169.6 222.6 — 310.3 Provision for income taxes (30.9 ) 64.4 54.7 — 88.2 Equity in net income of affiliates (1.1 ) 0.3 (12.1 ) — (12.9 ) Equity in net income of subsidiaries (264.3 ) (115.7 ) — 380.0 — Consolidated net income 214.4 220.6 180.0 (380.0 ) 235.0 Less: Net income attributable to noncontrolling interests — — 20.6 — 20.6 Net income attributable to Lear $ 214.4 $ 220.6 $ 159.4 $ (380.0 ) $ 214.4 Consolidated comprehensive income $ 224.7 $ 215.9 $ 194.6 $ (389.9 ) $ 245.3 Less: Comprehensive income attributable to noncontrolling interests — — 20.6 — 20.6 Comprehensive income attributable to Lear $ 224.7 $ 215.9 $ 174.0 $ (389.9 ) $ 224.7 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 6.1 (1.1 ) — 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 ) 152.8 177.6 — 259.5 Provision for income taxes (26.3 ) 53.8 48.6 — 76.1 Equity in net income of affiliates (0.4 ) (1.0 ) (8.5 ) — (9.9 ) Equity in net income of subsidiaries (225.2 ) (100.9 ) — 326.1 — Consolidated net income 181.0 200.9 137.5 (326.1 ) 193.3 Less: Net income attributable to noncontrolling interests — — 12.3 — 12.3 Net income attributable to Lear $ 181.0 $ 200.9 $ 125.2 $ (326.1 ) $ 181.0 Consolidated comprehensive income $ 94.8 $ 186.6 $ 62.9 $ (239.6 ) $ 104.7 Less: Comprehensive income attributable to noncontrolling interests — — 9.9 — 9.9 Comprehensive income attributable to Lear $ 94.8 $ 186.6 $ 53.0 $ (239.6 ) $ 94.8 Nine Months Ended October 1, 2016 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net sales $ 317.5 $ 6,111.2 $ 11,467.6 $ (3,982.2 ) $ 13,914.1 Cost of sales 486.7 5,367.1 10,452.5 (3,982.2 ) 12,324.1 Selling, general and administrative expenses 229.0 14.9 213.0 — 456.9 Intercompany operating (income) expense, net (312.9 ) 210.3 102.6 — — Amortization of intangible assets 2.2 15.6 23.9 — 41.7 Interest expense 49.0 18.0 (5.0 ) — 62.0 Other (income) expense, net 30.2 (0.7 ) (30.3 ) — (0.8 ) Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries (166.7 ) 486.0 710.9 — 1,030.2 Provision for income taxes (62.4 ) 181.8 168.0 — 287.4 Equity in net income of affiliates (1.6 ) (0.7 ) (46.9 ) — (49.2 ) Equity in net income of subsidiaries (847.9 ) (403.0 ) — 1,250.9 — Consolidated net income 745.2 707.9 589.8 (1,250.9 ) 792.0 Less: Net income attributable to noncontrolling interests — — 46.8 — 46.8 Net income attributable to Lear $ 745.2 $ 707.9 $ 543.0 $ (1,250.9 ) $ 745.2 Consolidated comprehensive income $ 771.8 $ 697.7 $ 621.3 $ (1,274.8 ) $ 816.0 Less: Comprehensive income attributable to noncontrolling interests — — 44.2 — 44.2 Comprehensive income attributable to Lear $ 771.8 $ 697.7 $ 577.1 $ (1,274.8 ) $ 771.8 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 17.3 (5.5 ) — 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 ) 313.1 503.1 — 722.1 Provision for income taxes (32.1 ) 117.1 125.9 — 210.9 Equity in net income of affiliates 1.0 (2.1 ) (30.6 ) — (31.7 ) Equity in net income of subsidiaries (573.2 ) (271.9 ) — 845.1 — Consolidated net income 510.2 470.0 407.8 (845.1 ) 542.9 Less: Net income attributable to noncontrolling interests — — 32.7 — 32.7 Net income attributable to Lear $ 510.2 $ 470.0 $ 375.1 $ (845.1 ) $ 510.2 Consolidated comprehensive income $ 325.8 $ 442.0 $ 237.7 $ (649.5 ) $ 356.0 Less: Comprehensive income attributable to noncontrolling interests — — 30.2 — 30.2 Comprehensive income attributable to Lear $ 325.8 $ 442.0 $ 207.5 $ (649.5 ) $ 325.8 Nine Months Ended October 1, 2016 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net Cash Provided by Operating Activities $ 122.6 $ 380.6 $ 614.8 $ (24.1 ) $ 1,093.9 Cash Flows from Investing Activities: Additions to property, plant and equipment (29.2 ) (77.0 ) (194.1 ) — (300.3 ) Intercompany transactions 202.1 32.2 (31.4 ) (202.9 ) — Other, net (10.2 ) 0.8 61.2 — 51.8 Net cash used in investing activities 162.7 (44.0 ) (164.3 ) (202.9 ) (248.5 ) Cash Flows from Financing Activities: Credit agreement repayments (15.6 ) — — — (15.6 ) Short-term borrowings — — 8.9 — 8.9 Repurchase of common stock (557.7 ) — — — (557.7 ) Dividends paid to Lear Corporation stockholders (68.1 ) — — — (68.1 ) Dividends paid to noncontrolling interests — — (14.8 ) — (14.8 ) Intercompany transactions 289.4 (336.7 ) (179.7 ) 227.0 — Other, net (51.0 ) — (1.1 ) (52.1 ) Net cash used in financing activities (403.0 ) (336.7 ) (186.7 ) 227.0 (699.4 ) Effect of foreign currency translation — — (1.0 ) — (1.0 ) Net Change in Cash and Cash Equivalents (117.7 ) (0.1 ) 262.8 — 145.0 Cash and Cash Equivalents as of Beginning of Period 526.4 0.4 669.8 — 1,196.6 Cash and Cash Equivalents as of End of Period $ 408.7 $ 0.3 $ 932.6 $ — $ 1,341.6 Nine Months Ended September 26, 2015 Lear Guarantors Non- guarantors Eliminations Consolidated (Unaudited; in millions) Net Cash Provided by Operating Activities $ 109.3 $ 87.2 $ 623.0 $ (133.5 ) $ 686.0 Cash Flows from Investing Activities: Additions to property, plant and equipment (26.4 ) (79.8 ) (221.5 ) — (327.7 ) 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 385.4 (23.3 ) 126.4 (488.5 ) — Other, net (31.1 ) 7.8 12.7 — (10.6 ) Net cash used in investing activities (157.6 ) (94.1 ) (63.4 ) (488.5 ) (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 (see non-cash financing activities below) (Note 7) (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 7.0 (659.4 ) 622.0 — Other, net (53.5 ) — (0.1 ) — (53.6 ) Net cash provided by (used in) financing activities 25.8 7.0 (675.7 ) 622.0 (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 0.1 716.2 — 1,094.1 Cash and Cash Equivalents as of End of Period $ 355.3 $ 0.2 $ 567.3 $ — $ 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 ) 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 October 1, 2016 and September 26, 2015 , $36.4 million and $33.4 million , respectively, of selling, general and administrative expenses were allocated from Lear. During the nine months ended October 1, 2016 and September 26, 2015 , $103.9 million and $97.2 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): October 1, December 31, Credit agreement $ 473.2 $ 488.4 Senior notes 1,460.3 1,458.8 1,933.5 1,947.2 Less — Current portion (31.3 ) (21.9 ) Long-term debt $ 1,902.2 $ 1,925.3 |