

	December 31, 2013
(in millions)	Lear		Guarantors		Non- guarantors		Eliminations			Consolidated
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
Intercompany accounts	66.0		—		—		(66.0		)	—
Other	147.7		77.3		462.8		—			687.8
Total current assets	603.2		725.0		3,660.3		(66.0		)	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	1,791.4		1,898.6		—		(3,690.0		)	—
Intercompany loans receivable	1,441.1		129.7		166.3		(1,737.1		)	—
Other	591.5		71.5		454.1		(53.1		)	1,064.0
Total long-term assets	3,943.0		2,816.8		2,128.8		(5,480.2		)	3,408.4
Total assets	$	4,546.2	$	3,541.8	$	5,789.1	$	(5,546.2	)	$	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
Intercompany accounts	—		1.6		64.4		(66.0		)	—
Total current liabilities	201.7		740.1		2,703.3		(66.0		)	3,579.1
Long-Term Liabilities:
Long-term debt	1,057.1		—		—		—			1,057.1
Intercompany loans payable	123.0		654.3		959.8		(1,737.1		)	—
Other	118.5		143.0		336.8		(53.1		)	545.2
Total long-term liabilities	1,298.6		797.3		1,296.6		(1,790.2		)	1,602.3
Equity:
Lear Corporation stockholders’ equity	3,045.9		2,004.4		1,685.6		(3,690.0		)	3,045.9
Noncontrolling interests	—		—		103.6		—			103.6
Equity	3,045.9		2,004.4		1,789.2		(3,690.0		)	3,149.5
Total liabilities and equity	$	4,546.2	$	3,541.8	$	5,789.1	$	(5,546.2	)	$	8,330.9



	Year Ended December 31, 2014
(in millions)	Lear			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	467.1		$	7,086.4		$	14,996.5		$	(4,822.7	)	$	17,727.3
Cost of sales	662.7			6,468.6			13,925.9			(4,822.7		)	16,234.5
Selling, general and administrative expenses	227.3			36.4			266.2			—			529.9
Intercompany operating (income) expense, net	(448.2		)	287.2			161.0			—			—
Amortization of intangible assets	1.7			4.7			27.3			—			33.7
Interest expense	49.0			24.9			(6.4		)	—			67.5
Other expense, net	26.5			1.0			46.8			—			74.3
Consolidated income (loss) before provision (benefit) for income taxes and equity in net income of affiliates and subsidiaries	(51.9		)	263.6			575.7			—			787.4
Provision (benefit) for income taxes	(21.6		)	93.3			49.7			—			121.4
Equity in net income of affiliates	0.4			(1.5		)	(35.2		)	—			(36.3		)
Equity in net income of subsidiaries	(703.1		)	(390.3		)	—			1,093.4			—
Consolidated net income	672.4			562.1			561.2			(1,093.4		)	702.3
Less: Net income attributable to noncontrolling interests	—			—			29.9			—			29.9
Net income attributable to Lear	$	672.4		$	562.1		$	531.3		$	(1,093.4	)	$	672.4

Consolidated comprehensive income	$	336.5		$	502.1		$	320.4		$	(794.5	)	$	364.5
Less: Comprehensive income attributable to noncontrolling interests	—			—			28.0			—			28.0
Comprehensive income attributable to Lear	$	336.5		$	502.1		$	292.4		$	(794.5	)	$	336.5



	Year Ended December 31, 2013
(in millions)	Lear			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	449.0		$	6,261.1		$	14,042.2		$	(4,518.3	)	$	16,234.0
Cost of sales	643.6			5,629.5			13,179.5			(4,518.3		)	14,934.3
Selling, general and administrative expenses	211.4			20.6			296.7			—			528.7
Intercompany operating (income) expense, net	(395.4		)	292.4			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		)	(138.2		)	—			607.2			—
Consolidated net income	431.4			313.6			318.0			(607.2		)	455.8
Less: Net income attributable to noncontrolling interests	—			—			24.4			—			24.4
Net income attributable to Lear	$	431.4		$	313.6		$	293.6		$	(607.2	)	$	431.4

Consolidated comprehensive income	$	566.1		$	340.8		$	379.0		$	(693.9	)	$	592.0
Less: Comprehensive income attributable to noncontrolling interests	—			—			25.9			—			25.9
Comprehensive income attributable to Lear	$	566.1		$	340.8		$	353.1		$	(693.9	)	$	566.1



	Year Ended December 31, 2012
(in millions)	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
Net sales	$	483.7		$	5,850.1		$	12,484.6		$	(4,251.4	)	$	14,567.0
Cost of sales	576.7			5,274.2			11,750.0			(4,251.4		)	13,349.5
Selling, general and administrative expenses	230.8			21.0			227.5			—			479.3
Intercompany operating (income) expense, net	(286.0		)	156.4			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		)	(197.1		)	—			794.0			—
Consolidated net income	1,282.8			572.7			255.7			(794.0		)	1,317.2
Less: Net income attributable to noncontrolling interests	—			—			34.4			—			34.4
Net income attributable to Lear	$	1,282.8		$	572.7		$	221.3		$	(794.0	)	$	1,282.8

Consolidated comprehensive income	$	1,314.0		$	622.3		$	259.1		$	(845.8	)	$	1,349.6
Less: Comprehensive income attributable to noncontrolling interests	—			—			35.6			—			35.6
Comprehensive income attributable to Lear	$	1,314.0		$	622.3		$	223.5		$	(845.8	)	$	1,314.0



	Year Ended December 31, 2014
(in millions)	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	165.4		$	177.5		$	597.5		$	(12.6	)	$	927.8

Cash Flows from Investing Activities:
Additions to property, plant and equipment	(25.6		)	(88.2		)	(310.9		)	—			(424.7		)
Cash restricted for use — acquisition of Eagle Ottawa	(350.0		)	—			—			—			(350.0		)
Intercompany transactions	352.5			(38.9		)	(46.3		)	(267.3		)	—
Other, net	(6.8		)	15.1			(14.2		)	—			(5.9		)
Net cash used in investing activities	(29.9		)	(112.0		)	(371.4		)	(267.3		)	(780.6		)

Cash Flows from Financing Activities:
Proceeds from the issuance of senior notes	975.0			—			—			—			975.0
Repurchase of senior notes	(327.1		)	—			—			—			(327.1		)
Payment of debt issuance and other financing costs	(18.1		)	—			—			—			(18.1		)
Cash restricted for use - repurchase of senior notes	(250.0		)	—			—			—			(250.0		)
Repurchase of common stock	(411.4		)	—			—			—			(411.4		)
Dividends paid to Lear Corporation stockholders	(65.3		)	—			—			—			(65.3		)
Dividends paid to noncontrolling interests	—			—			(25.9		)	—			(25.9		)
Intercompany transactions	15.9			(65.6		)	(230.2		)	279.9			—
Other, net	(20.2		)	—			(17.8		)	—			(38.0		)
Net cash used in financing activities	(101.2		)	(65.6		)	(273.9		)	279.9			(160.8		)

Effect of foreign currency translation	—			—			(30.0		)	—			(30.0		)
Net Change in Cash and Cash Equivalents	34.3			(0.1		)	(77.8		)	—			(43.6		)
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	$	377.8		$	—		$	716.3		$	—		$	1,094.1



	Year Ended December 31, 2013
(in millions)	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	174.3		$	226.0		$	480.1		$	(60.3	)	$	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
Intercompany transactions	304.1			(2.4		)	1,090.9			(1,392.6		)	—
Other, net	43.0			3.8			2.8			—			49.6
Net cash used in investing activities	329.2			(109.2		)	768.7			(1,392.6		)	(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		)
Intercompany transactions	6.5			(116.8		)	(1,342.6		)	1,452.9			—
Other, net	(3.9		)	—			(6.6		)	—			(10.5		)
Net cash used in financing activities	(641.4		)	(116.8		)	(1,393.2		)	1,452.9			(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
(in millions)	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	54.8		$	521.2		$	174.9		$	(21.1	)	$	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 acquisition of Guilford, net of cash acquired	(243.9		)	—			—			—			(243.9		)
Intercompany transactions	181.8			10.8			(1,162.0		)	969.4			—
Other, net	0.4			6.3			(11.6		)	—			(4.9		)
Net cash used in investing activities	(73.0		)	(80.3		)	(1,504.0		)	969.4			(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		)
Intercompany transactions	34.9			(440.9		)	1,354.3			(948.3		)	—
Other, net	(6.1		)	—			(17.4		)	—			(23.5		)
Net cash used in financing activities	(320.7		)	(440.9		)	1,313.8			(948.3		)	(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

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, $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 noted due 2025. 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 2013 and 2012.

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, 2014, 2013 and 2012, $121.8 million, $111.5 million and $38.1 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,	2014			2013
Senior notes	$	1,718.7		$	1,057.1
Less — Current portion	(243.7		)	—
Long-term debt	$	1,475.0		$	1,057.1