(16) Supplemental Guarantor Consolidating Financial Statements


December 31, 2013
	Lear		Guarantors		Non- guarantors		Eliminations			Consolidated
	(in millions)
Assets
Current Assets:
Cash and cash equivalents	$	343.5	$	0.1	$	794.1	$	—		$	1,137.7
Accounts receivable		41.2		349.7		1,887.4		—			2,278.3
Inventories		4.8		297.9		516.0		—			818.7
Other		147.7		77.3		462.8		—			687.8

Total current assets		537.2		725.0		3,660.3		—			4,922.5

Long-Term Assets:
Property, plant and equipment, net		95.5		316.0		1,175.7		—			1,587.2
Goodwill		23.5		401.0		332.7		—			757.2
Investments in subsidiaries		1,802.4		1,878.5		—		(3,680.9	)		—
Intercompany accounts, net		1,373.1		—		—		(1,373.1	)		—
Other		591.5		71.5		401.0		—			1,064.0

Total long-term assets		3,886.0		2,667.0		1,909.4		(5,054.0	)		3,408.4

Total assets	$	4,423.2	$	3,392.0	$	5,569.7	$	(5,054.0	)	$	8,330.9


Liabilities and Equity
Current Liabilities:
Accounts payable and drafts	$	73.8	$	582.4	$	1,782.5	$	—		$	2,438.7
Accrued liabilities		127.9		156.1		856.4		—			1,140.4

Total current liabilities		201.7		738.5		2,638.9		—			3,579.1

Long-Term Liabilities:
Long-term debt		1,057.1		—		—		—			1,057.1
Intercompany accounts, net		—		515.2		857.9		(1,373.1	)		—
Other		118.5		143.0		283.7		—			545.2

Total long-term liabilities		1,175.6		658.2		1,141.6		(1,373.1	)		1,602.3

Equity:
Lear Corporation stockholders’ equity		3,045.9		1,995.3		1,685.6		(3,680.9	)		3,045.9
Noncontrolling interests		—		—		103.6		—			103.6

Equity		3,045.9		1,995.3		1,789.2		(3,680.9	)		3,149.5

Total liabilities and equity	$	4,423.2	$	3,392.0	$	5,569.7	$	(5,054.0	)	$	8,330.9


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		1,504.2		—		(2,998.9	)		—
Intercompany accounts, net		1,471.3		—		—		(1,471.3	)		—
Other		769.9		67.5		333.6		—			1,171.0

Total long-term assets		3,850.9		2,245.8		1,694.1		(4,470.2	)		3,320.6

Total assets	$	4,548.1	$	2,938.8	$	5,177.4	$	(4,470.2	)	$	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		—		447.6		1,023.7		(1,471.3	)		—
Other		195.7		179.5		363.5		—			738.7

Total long-term liabilities		822.0		627.1		1,387.2		(1,471.3	)		1,365.0

Equity:
Lear Corporation stockholders’ equity		3,487.1		1,563.7		1,435.2		(2,998.9	)		3,487.1
Noncontrolling interests		—		—		125.1		—			125.1

Equity		3,487.1		1,563.7		1,560.3		(2,998.9	)		3,612.2

Total liabilities and equity	$	4,548.1	$	2,938.8	$	5,177.4	$	(4,470.2	)	$	8,194.1


Year Ended December 31, 2013
	Lear			Guarantors			Non- Guarantors			Eliminations			Consolidated
	(in millions)
Net sales	$	449.0		$	6,261.1		$	14,042.2		$	(4,518.3	)	$	16,234.0
Cost of sales		573.4			5,699.7			13,179.5			(4,518.3	)		14,934.3
Selling, general and administrative expenses		170.1			61.9			296.7			—			528.7
Intercompany operating (income) expense, net		(283.9	)		180.9			103.0			—			—
Amortization of intangible assets		1.7			4.7			28.0			—			34.4
Interest expense		52.0			19.3			(2.9	)		—			68.4
Other expense, net		6.5			7.6			44.0			—			58.1


Consolidated income (loss) before provision (benefit) for income taxes and equity in net income of affiliates and subsidiaries		(70.8	)		287.0			393.9			—			610.1
Provision (benefit) for income taxes		(33.9	)		113.6			113.0			—			192.7
Equity in net income of affiliates		0.7			(2.0	)		(37.1	)		—			(38.4	)
Equity in net income of subsidiaries		(469.0	)		(144.4	)		—			613.4			—


Consolidated net income		431.4			319.8			318.0			(613.4	)		455.8
Less: Net income attributable to noncontrolling interests		—			—			24.4			—			24.4


Net income attributable to Lear	$	431.4		$	319.8		$	293.6		$	(613.4	)	$	431.4


Consolidated comprehensive income	$	566.1		$	347.0		$	379.0		$	(700.1	)	$	592.0
Less: Comprehensive income attributable to noncontrolling interests		—			—			25.9			—			25.9


Comprehensive income attributable to Lear	$	566.1		$	347.0		$	353.1		$	(700.1	)	$	566.1


Year Ended December 31, 2012
	Lear			Guarantors			Non- Guarantors			Eliminations			Consolidated
	(in millions)
Net sales	$	483.7		$	5,850.1		$	12,484.6		$	(4,251.4	)	$	14,567.0
Cost of sales		555.6			5,295.3			11,750.0			(4,251.4	)		13,349.5
Selling, general and administrative expenses		213.8			38.0			227.5			—			479.3
Intercompany operating (income) expense, net		(247.9	)		118.3			129.6			—			—
Amortization of intangible assets		1.7			2.8			28.5			—			33.0
Interest expense		2.3			21.8			25.8			—			49.9
Other expense, net		2.9			2.4			1.1			—			6.4


Consolidated income (loss) before provision (benefit) for income taxes and equity in net income of affiliates and subsidiaries		(44.7	)		371.5			322.1			—			648.9
Provision (benefit) for income taxes		(724.5	)		(0.5	)		87.0			—			(638.0	)
Equity in net income of affiliates		(6.1	)		(3.6	)		(20.6	)		—			(30.3	)
Equity in net income of subsidiaries		(596.9	)		(182.6	)		—			779.5			—


Consolidated net income		1,282.8			558.2			255.7			(779.5	)		1,317.2
Less: Net income attributable to noncontrolling interests		—			—			34.4			—			34.4


Net income attributable to Lear	$	1,282.8		$	558.2		$	221.3		$	(779.5	)	$	1,282.8


Consolidated comprehensive income	$	1,314.0		$	607.8		$	259.1		$	(831.3	)	$	1,349.6
Less: Comprehensive income attributable to noncontrolling interests		—			—			35.6			—			35.6


Comprehensive income attributable to Lear	$	1,314.0		$	607.8		$	223.5		$	(831.3	)	$	1,314.0


Year Ended December 31, 2011
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(in millions)
Net sales	$	389.5		$	5,231.9		$	12,668.7		$	(4,133.6	)	$	14,156.5
Cost of sales		489.0			4,764.2			11,843.7			(4,133.6	)		12,963.3
Selling, general and administrative expenses		189.7			12.8			283.1			—			485.6
Intercompany operating (income) expense, net		(390.8	)		206.2			184.6			—			—
Amortization of intangible assets		1.7			—			26.3			—			28.0
Interest expense		—			24.5			15.2			—			39.7
Other expense, net		3.4			15.3			5.5			—			24.2


Consolidated income (loss) before provision (benefit) for income taxes and equity in net income of affiliates and subsidiaries		96.5			208.9			310.3			—			615.7
Provision (benefit) for income taxes		17.0			4.7			47.1			—			68.8
Equity in net income of affiliates		1.1			(3.0	)		(21.6	)		—			(23.5	)
Equity in net income of subsidiaries		(462.3	)		(257.6	)		—			719.9			—


Consolidated net income		540.7			464.8			284.8			(719.9	)		570.4
Less: Net income attributable to noncontrolling interests		—			—			29.7			—			29.7


Net income attributable to Lear	$	540.7		$	464.8		$	255.1		$	(719.9	)	$	540.7


Consolidated comprehensive income	$	286.7		$	383.8		$	179.9		$	(531.5	)	$	318.9
Less: Comprehensive income attributable to noncontrolling interests		—			—			32.2			—			32.2


Comprehensive income attributable to Lear	$	286.7		$	383.8		$	147.7		$	(531.5	)	$	286.7


Year Ended December 31, 2013
	Lear			Guarantors			Non- guarantors			Eliminations		Consolidated
	(in millions)
Net Cash Provided by Operating Activities	$	135.2		$	189.7		$	495.2		$	—	$	820.1


Cash Flows from Investing Activities:
Additions to property, plant and equipment		(17.9	)		(110.6	)		(332.1	)		—		(460.6	)
Insurance proceeds		—			—			7.1			—		7.1
Other, net		43.0			3.8			2.8			—		49.6

Net cash used in investing activities		25.1			(106.8	)		(322.2	)		—		(403.9	)


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		(58.4	)		—			—			—		(58.4	)
Dividends paid to noncontrolling interests		—			—			(44.0	)		—		(44.0	)
Change in intercompany accounts		349.7			(82.9	)		(266.8	)		—		—
Other, net		(3.9	)		—			(6.6	)		—		(10.5	)

Net cash used in financing activities		(298.2	)		(82.9	)		(317.4	)		—		(698.5	)


Effect of foreign currency translation		—			—			17.8			—		17.8

Net Change in Cash and Cash Equivalents		(137.9	)		—			(126.6	)		—		(264.5	)
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	$	343.5		$	0.1		$	794.1		$	—	$	1,137.7


Year Ended December 31, 2012
	Lear			Guarantors			Non- guarantors			Eliminations		Consolidated
	(in millions)
Net Cash Provided by Operating Activities	$	(25.8	)	$	476.2		$	279.4		$	—	$	729.8


Cash Flows from Investing Activities:
Additions to property, plant and equipment		(11.3	)		(97.4	)		(349.6	)		—		(458.3	)
Insurance proceeds		—			—			19.2			—		19.2
Cash paid for acquisitions, net of cash acquired		(243.9	)		—			—			—		(243.9	)
Other, net		0.4			6.3			(11.6	)		—		(4.9	)

Net cash used in investing activities		(254.8	)		(91.1	)		(342.0	)		—		(687.9	)


Cash Flows from Financing Activities:
Repurchase of senior notes		(72.1	)		—			—			—		(72.1	)
Repurchase of common stock		(222.8	)		—			—			—		(222.8	)
Dividends paid to Lear Corporation stockholders		(54.6	)		—			—			—		(54.6	)
Dividends paid to noncontrolling interests		—			—			(23.1	)		—		(23.1	)
Change in intercompany accounts		297.3			(385.1	)		87.8			—		—
Other, net		(6.1	)		—			(17.4	)		—		(23.5	)

Net cash used in financing activities		(58.3	)		(385.1	)		47.3			—		(396.1	)


Effect of foreign currency translation		—			—			2.1			—		2.1

Net Change in Cash and Cash Equivalents		(338.9	)		—			(13.2	)		—		(352.1	)
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	$	481.4		$	0.1		$	920.7		$	—	$	1,402.2


Year Ended December 31, 2011
	Lear			Guarantors			Non- guarantors			Eliminations		Consolidated
	(in millions)
Net Cash Provided by Operating Activities	$	180.4		$	212.4		$	397.5		$	—	$	790.3


Cash Flows from Investing Activities:
Additions to property, plant and equipment		(10.5	)		(57.8	)		(261.2	)		—		(329.5	)
Insurance proceeds		—			—			3.5			—		3.5
Cash paid for acquisitions, net of cash acquired		—			—			(8.4	)		—		(8.4	)
Other, net		23.2			1.9			6.1			—		31.2

Net cash used in investing activities		12.7			(55.9	)		(260.0	)		—		(303.2	)


Cash Flows from Financing Activities:
Payment of debt issuance and other financing costs		(4.8	)		—			—			—		(4.8	)
Other long-term debt repayments, net		—			—			(1.1	)		—		(1.1	)
Short-term repayments, net		—			—			(4.0	)		—		(4.0	)
Repurchase of common stock		(279.1	)		—			—			—		(279.1	)
Dividends paid to Lear Corporation stockholders		(51.1	)		—			—			—		(51.1	)
Dividends paid to noncontrolling interests		—			—			(18.5	)		—		(18.5	)
Change in intercompany accounts		167.1			(156.8	)		(10.3	)		—		—
Other, net		(13.7	)		—			—			—		(13.7	)

Net cash used in financing activities		(181.6	)		(156.8	)		(33.9	)		—		(372.3	)


Effect of foreign currency translation		—			—			(14.6	)		—		(14.6	)

Net Change in Cash and Cash Equivalents		11.5			(0.3	)		89.0			—		100.2
Cash and Cash Equivalents as of Beginning of Period		808.8			0.4			844.9			—		1,654.1

Cash and Cash Equivalents as of End of Period	$	820.3		$	0.1		$	933.9		$	—	$	1,754.3

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 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 supplemental guarantor consolidating financial statements have been restated to reflect certain changes to the equity investments of the Guarantors in 2012 and 2011, as well as the correction of a non-cash allocation of provision (benefit) for income taxes among Lear, the Guarantors and the Non-guarantors in 2012. The consolidated provision (benefit) for income taxes was not impacted.

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. For the years ended December 31, 2013, 2012 and 2011, $111.5 million, $38.1 million and $28.7 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):


December 31,	2013		2012
Senior notes	$	1,057.1	$	626.3