(17) Supplemental Guarantor Condensed Consolidating Financial Statements


	March 29, 2014
	Lear		Guarantors		Non- guarantors		Eliminations			Consolidated
	(Unaudited; in millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	220.7	$	0.1	$	698.6	$	—		$	919.4
Accounts receivable		67.5		555.8		2,404.5		—			3,027.8
Inventories		4.4		313.5		554.1		—			872.0
Other		151.2		70.0		520.6		—			741.8

Total current assets		443.8		939.4		4,177.8		—			5,561.0

LONG-TERM ASSETS:
Property, plant and equipment, net		93.0		321.8		1,220.5		—			1,635.3
Goodwill		23.5		401.0		331.1		—			755.6
Investments in subsidiaries		1,926.0		1,966.6		—		(3,892.6	)		—
Intercompany accounts, net		1,493.8		—		—		(1,493.8	)		—
Other		585.6		70.2		390.5		—			1,046.3

Total long-term assets		4,121.9		2,759.6		1,942.1		(5,386.4	)		3,437.2

Total assets	$	4,565.7	$	3,699.0	$	6,119.9	$	(5,386.4	)	$	8,998.2


LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and drafts	$	122.7	$	672.5	$	2,086.8	$	—		$	2,882.0
Accrued liabilities		123.4		182.3		981.7		—			1,287.4

Total current liabilities		246.1		854.8		3,068.5		—			4,169.4

LONG-TERM LIABILITIES:
Long-term debt		1,068.6		—		—		—			1,068.6
Intercompany accounts, net		—		545.2		948.6		(1,493.8	)		—
Other		108.7		142.0		267.0		—			517.7

Total long-term liabilities		1,177.3		687.2		1,215.6		(1,493.8	)		1,586.3

EQUITY:
Lear Corporation stockholders’ equity		3,142.3		2,157.0		1,735.6		(3,892.6	)		3,142.3
Noncontrolling interests		—		—		100.2		—			100.2

Equity		3,142.3		2,157.0		1,835.8		(3,892.6	)		3,242.5

Total liabilities and equity	$	4,565.7	$	3,699.0	$	6,119.9	$	(5,386.4	)	$	8,998.2


	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


	For the Three Months Ended March 29, 2014
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)

Net sales	$	103.1		$	1,634.6		$	3,791.1		$	(1,169.0	)	$	4,359.8

Cost of sales		153.3			1,484.0			3,531.0			(1,169.0	)		3,999.3
Selling, general and administrative expenses		62.6			5.3			68.8			—			136.7
Intercompany operating (income) expense, net		(129.2	)		69.7			59.5			—			—
Amortization of intangible assets		0.4			1.2			6.9			—			8.5
Interest expense		13.5			4.8			(1.5	)		—			16.8
Other expense, net		17.3			(0.3	)		12.2			—			29.2


Consolidated income before income taxes and equity in net income of affiliates and subsidiaries		(14.8	)		69.9			114.2			—			169.3
Provision for income taxes		(6.6	)		30.2			29.1			—			52.7
Equity in net income of affiliates		0.1			(0.5	)		(11.6	)		—			(12.0	)
Equity in net income of subsidiaries		(130.3	)		(52.0	)		—			182.3			—

Consolidated net income		122.0			92.2			96.7			(182.3	)		128.6
Less: Net income attributable to noncontrolling interests		—			—			6.6			—			6.6


Net income attributable to Lear	$	122.0		$	92.2		$	90.1		$	(182.3	)	$	122.0


Consolidated comprehensive income	$	113.0		$	93.3		$	84.4		$	(172.9	)	$	117.8
Less: Comprehensive income attributable to noncontrolling interests		—			—			4.8			—			4.8


Comprehensive income attributable to Lear	$	113.0		$	93.3		$	79.6		$	(172.9	)	$	113.0


	For the Three Months Ended March 30, 2013
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)

Net sales	$	121.6		$	1,527.7		$	3,437.3		$	(1,139.5	)	$	3,947.1

Cost of sales		153.1			1,386.9			3,234.2			(1,139.5	)		3,634.7
Selling, general and administrative expenses		40.4			17.7			71.5			—			129.6
Intercompany operating (income) expense, net		(54.3	)		31.3			23.0			—			—
Amortization of intangible assets		0.4			1.2			7.0			—			8.6
Interest expense		15.0			3.3			(1.6	)		—			16.7
Other expense, net		4.4			0.5			5.8			—			10.7


Consolidated income before income taxes and equity in net income of affiliates and subsidiaries		(37.4	)		86.8			97.4			—			146.8
Provision for income taxes		(16.6	)		31.9			22.6			—			37.9
Equity in net income of affiliates		—			0.3			(8.3	)		—			(8.0	)
Equity in net income of subsidiaries		(129.3	)		(42.5	)		—			171.8			—

Consolidated net income		108.5			97.1			83.1			(171.8	)		116.9
Less: Net income attributable to noncontrolling interests		—			—			8.4			—			8.4


Net income attributable to Lear	$	108.5		$	97.1		$	74.7		$	(171.8	)	$	108.5


Consolidated comprehensive income	$	85.9		$	113.9		$	49.6		$	(154.7	)	$	94.7
Less: Comprehensive income attributable to noncontrolling interests		—			—			8.8			—			8.8


Comprehensive income attributable to Lear	$	85.9		$	113.9		$	40.8		$	(154.7	)	$	85.9


	For the Three Months Ended March 29, 2014
	Lear			Guarantors			Non- guarantors			Eliminations		Consolidated
	(Unaudited; in millions)

Net cash provided by (used in) operating activities	$	43.1		$	(44.3	)	$	(53.0	)	$	—	$	(54.2	)
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(1.5	)		(21.4	)		(73.5	)		—		(96.4	)
Other, net		0.2			4.4			(18.6	)		—		(14.0	)

Net cash used in investing activities		(1.3	)		(17.0	)		(92.1	)		—		(110.4	)

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	)
Dividends paid to Lear Corporation stockholders		(17.5	)		—			—			—		(17.5	)
Dividends paid to noncontrolling interests		—			—			(5.8	)		—		(5.8	)
Other		(18.9	)		—			(2.2	)		—		(21.1	)
Change in intercompany accounts		(122.3	)		61.3			61.0			—		—

Net cash provided by (used in) financing activities		(164.6	)		61.3			53.0			—		(50.3	)

Effect of foreign currency translation		—			—			(3.4	)		—		(3.4	)

Net Change in Cash and Cash Equivalents		(122.8	)		—			(95.5	)		—		(218.3	)
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	$	220.7		$	0.1		$	698.6		$	—	$	919.4


	For the Three Months Ended March 30, 2013
	Lear			Guarantors			Non- guarantors			Eliminations		Consolidated
	(Unaudited; in millions)

Net cash provided by (used in) operating activities	$	12.6		$	47.1		$	4.1		$	—	$	63.8
Cash Flows from Investing Activities:
Additions to property, plant and equipment		(5.4	)		(27.3	)		(66.0	)		—		(98.7	)
Insurance proceeds		—			—			7.1			—		7.1
Other, net		54.0			0.1			(2.8	)		—		51.3

Net cash used in investing activities		48.6			(27.2	)		(61.7	)		—		(40.3	)

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		(200.1	)		—			—			—		(200.1	)
Dividends paid to Lear Corporation stockholders		(16.2	)		—			—			—		(16.2	)
Dividends paid to noncontrolling interests		—			—			(3.9	)		—		(3.9	)
Other		(1.8	)		—			(3.3	)		—		(5.1	)
Change in intercompany accounts		(76.3	)		(19.9	)		96.2			—		—

Net cash provided by (used in) financing activities		120.1			(19.9	)		89.0			—		189.2

Effect of foreign currency translation		—			—			(13.6	)		—		(13.6	)

Net Change in Cash and Cash Equivalents		181.3			—			17.8			—		199.1
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	$	662.7		$	0.1		$	938.5		$	—	$	1,601.3

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 $245 million in aggregate principal amount at maturity of 8.125% senior unsecured notes due 2020, $500 million in aggregate principal amount of 4.75% senior unsecured notes due 2023 and $325 million in aggregate principal amount of 5.375% senior unsecured notes due 2024. 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 2013 supplemental guarantor condensed consolidating financial statements have been restated to reflect certain changes to the equity investments of the Guarantors, as well as the correction of a non-cash allocation of the provision for income taxes among the Guarantors and the Non-guarantors. The consolidated provision 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. During the three months ended March 29, 2014 and March 30, 2013, $30.6 million and $31.3 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):


	March 29, 2014		December 31, 2013

Senior notes	$	1,068.6	$	1,057.1