(17) Supplemental Guarantor Condensed Consolidating Financial Statements


	September 28, 2013
	Lear			Guarantors		Non- guarantors		Eliminations			Consolidated
	(Unaudited; in millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	210.8		$	0.1	$	673.1	$	—		$	884.0
Accounts receivable		60.5			488.7		2,047.7		—			2,596.9
Inventories		5.6			285.2		548.4		—			839.2
Other		133.9			69.6		480.0		—			683.5

Total current assets		410.8			843.6		3,749.2		—			5,003.6

LONG-TERM ASSETS:
Property, plant and equipment, net		94.7			309.7		1,135.6		—			1,540.0
Goodwill		23.5			401.0		328.6		—			753.1
Investments in subsidiaries		1,652.4			1,291.7		—		(2,944.1	)		—
Other		726.2			75.1		366.2		—			1,167.5

Total long-term assets		2,496.8			2,077.5		1,830.4		(2,944.1	)		3,460.6

Total assets	$	2,907.6		$	2,921.1	$	5,579.6	$	(2,944.1	)	$	8,464.2

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and drafts	$	110.4		$	652.3	$	1,792.2	$	—		$	2,554.9
Accrued liabilities		104.7			157.1		932.9		—			1,194.7

Total current liabilities		215.1			809.4		2,725.1		—			3,749.6

LONG-TERM LIABILITIES:
Long-term debt		1,057.0			—		—		—			1,057.0
Intercompany accounts, net		(1,367.0	)		467.5		899.5		—			—
Other		189.0			240.4		308.2		—			737.6

Total long-term liabilities		(121.0	)		707.9		1,207.7		—			1,794.6

EQUITY:
Lear Corporation stockholders’ equity		2,813.5			1,403.8		1,540.3		(2,944.1	)		2,813.5
Noncontrolling interests		—			—		106.5		—			106.5

Equity		2,813.5			1,403.8		1,646.8		(2,944.1	)		2,920.0

Total liabilities and equity	$	2,907.6		$	2,921.1	$	5,579.6	$	(2,944.1	)	$	8,464.2


	December 31, 2012
	Lear			Guarantors		Non- guarantors		Eliminations			Consolidated
	(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	481.4		$	0.1	$	920.7	$	—		$	1,402.2
Accounts receivable		47.7			358.4		1,634.6		—			2,040.7
Inventories		5.2			264.3		457.6		—			727.1
Other		162.9			70.2		470.4		—			703.5

Total current assets		697.2			693.0		3,483.3		—			4,873.5

LONG-TERM ASSETS:
Property, plant and equipment, net		91.5			273.3		1,038.3		—			1,403.1
Goodwill		23.5			400.8		322.2		—			746.5
Investments in subsidiaries		1,494.7			1,287.8		—		(2,782.5	)		—
Other		769.9			67.5		333.6		—			1,171.0

Total long-term assets		2,379.6			2,029.4		1,694.1		(2,782.5	)		3,320.6

Total assets	$	3,076.8		$	2,722.4	$	5,177.4	$	(2,782.5	)	$	8,194.1

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and drafts	$	114.3		$	555.2	$	1,563.5	$	—		$	2,233.0
Accrued liabilities		124.7			192.8		666.4		—			983.9

Total current liabilities		239.0			748.0		2,229.9		—			3,216.9

LONG-TERM LIABILITIES:
Long-term debt		626.3			—		—		—			626.3
Intercompany accounts, net		(1,471.3	)		447.6		1,023.7		—			—
Other		195.7			179.5		363.5		—			738.7

Total long-term liabilities		(649.3	)		627.1		1,387.2		—			1,365.0

EQUITY:
Lear Corporation stockholders’ equity		3,487.1			1,347.3		1,435.2		(2,782.5	)		3,487.1
Noncontrolling interests		—			—		125.1		—			125.1

Equity		3,487.1			1,347.3		1,560.3		(2,782.5	)		3,612.2

Total liabilities and equity	$	3,076.8		$	2,722.4	$	5,177.4	$	(2,782.5	)	$	8,194.1


	For the Three Months Ended September 28, 2013
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)
Net sales	$	105.2		$	1,557.8		$	3,351.6		$	(1,096.9	)	$	3,917.7
Cost of sales		132.6			1,411.2			3,140.6			(1,096.9	)		3,587.5
Selling, general and administrative expenses		43.0			17.3			68.3			—			128.6
Amortization of intangible assets		0.5			1.2			6.9			—			8.6
Intercompany charges		0.2			—			(0.2	)		—			—
Interest expense		11.9			6.0			(0.4	)		—			17.5
Other intercompany (income) expense, net		(45.7	)		33.6			12.1			—			—
Other expense, net		0.6			0.2			16.0			—			16.8

Consolidated income before income taxes and equity in net income of affiliates and subsidiaries		(37.9	)		88.3			108.3			—			158.7
Provision for income taxes		(11.2	)		31.7			30.7			—			51.2
Equity in net income of affiliates		(0.1	)		(0.3	)		(8.8	)		—			(9.2	)
Equity in net income of subsidiaries		(139.4	)		(39.1	)		—			178.5			—

Consolidated net income		112.8			96.0			86.4			(178.5	)		116.7
Less: Net income attributable to noncontrolling interests		—			—			3.9			—			3.9

Net income attributable to Lear	$	112.8		$	96.0		$	82.5		$	(178.5	)	$	112.8

Consolidated comprehensive income	$	144.2		$	91.0		$	122.8		$	(209.7	)	$	148.3
Less: Comprehensive income attributable to noncontrolling interests		—			—			4.1			—			4.1

Comprehensive income attributable to Lear	$	144.2		$	91.0		$	118.7		$	(209.7	)	$	144.2


	For the Three Months Ended September 29, 2012
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)
Net sales	$	119.1		$	1,431.4		$	2,992.7		$	(1,004.6	)	$	3,538.6
Cost of sales		126.6			1,282.8			2,842.5			(1,004.6	)		3,247.3
Selling, general and administrative expenses		35.9			43.7			33.8			—			113.4
Amortization of intangible assets		0.4			1.4			6.5			—			8.3
Intercompany charges		0.5			0.3			(0.8	)		—			—
Interest expense		0.8			4.1			8.8			—			13.7
Other intercompany (income) expense, net		(67.5	)		45.1			22.4			—			—
Other expense, net		3.5			0.1			(2.1	)		—			1.5

Consolidated income before income taxes and equity in net income of affiliates and subsidiaries		18.9			53.9			81.6			—			154.4
Provision for income taxes		2.5			(1.3	)		28.1			—			29.3
Equity in net income of affiliates		4.5			(0.6	)		(6.9	)		—			(3.0	)
Equity in net income of subsidiaries		(109.5	)		(24.0	)		—			133.5			—

Consolidated net income		121.4			79.8			60.4			(133.5	)		128.1
Less: Net income attributable to noncontrolling interests		—			—			6.7			—			6.7

Net income attributable to Lear	$	121.4		$	79.8		$	53.7		$	(133.5	)	$	121.4

Consolidated comprehensive income	$	166.4		$	104.8		$	91.9		$	(188.8	)	$	174.3
Less: Comprehensive income attributable to noncontrolling interests		—			—			7.9			—			7.9

Comprehensive income attributable to Lear	$	166.4		$	104.8		$	84.0		$	(188.8	)	$	166.4


	For the Nine Months Ended September 28, 2013
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)
Net sales	$	352.4		$	4,701.3		$	10,326.7		$	(3,402.5	)	$	11,977.9
Cost of sales		429.9			4,277.4			9,692.8			(3,402.5	)		10,997.6
Selling, general and administrative expenses		121.7			49.2			215.2			—			386.1
Amortization of intangible assets		1.3			3.6			20.9			—			25.8
Intercompany charges		0.9			0.3			(1.2	)		—			—
Interest expense		36.0			18.1			(2.5	)		—			51.6
Other intercompany (income) expense, net		(170.8	)		97.7			73.1			—			—
Other expense, net		6.8			1.0			30.0			—			37.8

Consolidated income before income taxes and equity in net income of affiliates and subsidiaries		(73.4	)		254.0			298.4			—			479.0
Provision for income taxes		(23.6	)		92.3			61.5			—			130.2
Equity in net income of affiliates		(0.8	)		(0.4	)		(25.9	)		—			(27.1	)
Equity in net income of subsidiaries		(407.6	)		(120.3	)		—			527.9			—

Consolidated net income		358.6			282.4			262.8			(527.9	)		375.9
Less: Net income attributable to noncontrolling interests		—			—			17.3			—			17.3

Net income attributable to Lear	$	358.6		$	282.4		$	245.5		$	(527.9	)	$	358.6

Consolidated comprehensive income	$	338.5		$	270.4		$	254.7		$	(506.9	)	$	356.7
Less: Comprehensive income attributable to noncontrolling interests		—			—			18.2			—			18.2

Comprehensive income attributable to Lear	$	338.5		$	270.4		$	236.5		$	(506.9	)	$	338.5


	For the Nine Months Ended September 29, 2012
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)
Net sales	$	379.9		$	4,320.2		$	9,340.6		$	(3,193.1	)	$	10,847.6
Cost of sales		423.9			3,931.2			8,769.9			(3,193.1	)		9,931.9
Selling, general and administrative expenses		108.8			68.5			169.5			—			346.8
Amortization of intangible assets		1.2			1.9			19.4			—			22.5
Intercompany charges		3.6			1.3			(4.9	)		—			—
Interest expense		3.0			15.9			21.3			—			40.2
Other intercompany (income) expense, net		(255.3	)		168.9			86.4			—			—
Other expense, net		2.4			0.6			9.0			—			12.0

Consolidated income before income taxes and equity in net income of affiliates and subsidiaries		92.3			131.9			270.0			—			494.2
Provision for income taxes		8.4			0.2			91.8			—			100.4
Equity in net income of affiliates		(13.1	)		(2.0	)		(18.2	)		—			(33.3	)
Equity in net income of subsidiaries		(303.9	)		(129.8	)		—			433.7			—

Consolidated net income		400.9			263.5			196.4			(433.7	)		427.1
Less: Net income attributable to noncontrolling interests		—			—			26.2			—			26.2

Net income attributable to Lear	$	400.9		$	263.5		$	170.2		$	(433.7	)	$	400.9

Consolidated comprehensive income	$	434.6		$	324.6		$	186.7		$	(484.8	)	$	461.1
Less: Comprehensive income attributable to noncontrolling interests		—			—			26.5			—			26.5

Comprehensive income attributable to Lear	$	434.6		$	324.6		$	160.2		$	(484.8	)	$	434.6


	For the Nine Months Ended September 28, 2013
	Lear			Guarantors			Non- guarantors			Eliminations		Consolidated
	(Unaudited; in millions)
Net cash provided by operating activities	$	0.8		$	161.6		$	267.2		$	—	$	429.6
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(13.4	)		(83.7	)		(232.1	)		—		(329.2	)
Insurance proceeds		—			—			7.1			—		7.1
Other, net		44.1			0.1			(3.5	)		—		40.7

Net cash used in investing activities		30.7			(83.6	)		(228.5	)		—		(281.4	)

Cash Flows from Financing Activities:
Proceeds from the issuance of senior notes		500.0			—			—			—		500.0
Repurchase of senior notes		(72.1	)		—			—			—		(72.1	)
Payment of debt issuance and other financing costs		(13.4	)		—			—			—		(13.4	)
Repurchase of common stock		(1,000.1	)		—			—			—		(1,000.1	)
Dividends paid to Lear Corporation stockholders		(44.8	)		—			—			—		(44.8	)
Dividends paid to noncontrolling interests		—			—			(33.4	)		—		(33.4	)
Other		(6.3	)		—			(3.4	)		—		(9.7	)
Change in intercompany accounts		334.6			(78.0	)		(256.6	)		—		—

Net cash used in financing activities		(302.1	)		(78.0	)		(293.4	)		—		(673.5	)

Effect of foreign currency translation		—			—			7.1			—		7.1

Net Change in Cash and Cash Equivalents		(270.6	)		—			(247.6	)		—		(518.2	)
Cash and Cash Equivalents as of Beginning of Period		481.4			0.1			920.7			—		1,402.2

Cash and Cash Equivalents as of End of Period	$	210.8		$	0.1		$	673.1		$	—	$	884.0


	For the Nine Months Ended September 29, 2012
	Lear			Guarantors			Non- guarantors			Eliminations		Consolidated
	(Unaudited; in millions)
Net cash provided by operating activities	$	70.1		$	250.1		$	40.5		$	—	$	360.7
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(7.7	)		(75.2	)		(217.6	)		—		(300.5	)
Insurance proceeds		—			—			11.4			—		11.4
Cash paid for acquisitions, net of cash acquired		(243.9	)		—			—			—		(243.9	)
Other, net		(2.1	)		3.8			(4.8	)		—		(3.1	)

Net cash used in investing activities		(253.7	)		(71.4	)		(211.0	)		—		(536.1	)

Cash Flows from Financing Activities:
Repurchase of senior notes		(72.1	)		—			—			—		(72.1	)
Repurchase of common stock		(172.6	)		—			—			—		(172.6	)
Dividends paid to Lear Corporation stockholders		(40.9	)		—			—			—		(40.9	)
Dividends paid to noncontrolling interests		—			—			(4.3	)		—		(4.3	)
Other		2.2			—			(17.6	)		—		(15.4	)
Change in intercompany accounts		48.8			(178.2	)		129.4			—		—

Net cash used in financing activities		(234.6	)		(178.2	)		107.5			—		(305.3	)

Effect of foreign currency translation		—			—			(4.0	)		—		(4.0	)

Net Change in Cash and Cash Equivalents		(418.2	)		0.5			(67.0	)		—		(484.7	)
Cash and Cash Equivalents as of Beginning of Period		820.3			0.1			933.9			—		1,754.3

Cash and Cash Equivalents as of End of Period	$	402.1		$	0.6		$	866.9		$	—	$	1,269.6

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 revolving credit facility 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 $280 million in aggregate principal amount at maturity of 7.875% senior unsecured notes due 2018, $280 million in aggregate principal amount at maturity of 8.125% senior unsecured notes due 2020 and $500 million in aggregate principal amount of 4.75% senior unsecured notes due 2023. The Guarantors include 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 2012 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 28, 2013 and September 29, 2012, $31.7 million and $23.7 million, respectively, of selling, general and administrative expenses were allocated from Lear. During the nine months ended September 28, 2013 and September 29, 2012, $93.3 million and $73.2 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):


	September 28, 2013		December 31, 2012
Senior notes	$	1,057.0	$	626.3