

	September 26, 2015
	Lear		Guarantors		Non- guarantors		Eliminations			Consolidated
	(Unaudited; in millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	355.3	$	0.1	$	567.4	$	—		$	922.8
Accounts receivable	64.8		729.6		2,165.5		—			2,959.9
Inventories	3.6		439.9		599.8		—			1,043.3
Intercompany accounts	49.2		117.4		—		(166.6		)	—
Other	163.1		92.3		456.6		(6.2		)	705.8
Total current assets	636.0		1,379.3		3,789.3		(172.8		)	5,631.8
LONG-TERM ASSETS:
Property, plant and equipment, net	121.6		407.5		1,252.8		—			1,781.9
Goodwill	39.9		691.6		329.6		—			1,061.1
Investments in subsidiaries	3,054.7		1,986.6		—		(5,041.3		)	—
Intercompany loans receivable	945.6		190.5		188.4		(1,324.5		)	—
Other	587.1		222.2		464.9		(110.3		)	1,163.9
Total long-term assets	4,748.9		3,498.4		2,235.7		(6,476.1		)	4,006.9
Total assets	$	5,384.9	$	4,877.7	$	6,025.0	$	(6,648.9	)	$	9,638.7
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and drafts	$	77.0	$	761.3	$	1,738.1	$	—		$	2,576.4
Accrued liabilities	147.2		304.3		1,017.6		(6.2		)	1,462.9
Intercompany accounts	—		—		166.6		(166.6		)	—
Current portion of long-term debt	15.6		—		1.3		—			16.9
Total current liabilities	239.8		1,065.6		2,923.6		(172.8		)	4,056.2
LONG-TERM LIABILITIES:
Long-term debt	1,956.3		—		6.3		—			1,962.6
Intercompany loans payable	169.3		645.7		509.5		(1,324.5		)	—
Other	179.2		271.6		354.6		(110.3		)	695.1
Total long-term liabilities	2,304.8		917.3		870.4		(1,434.8		)	2,657.7
EQUITY:
Lear Corporation stockholders’ equity	2,840.3		2,894.8		2,146.5		(5,041.3		)	2,840.3
Noncontrolling interests	—		—		84.5		—			84.5
Equity	2,840.3		2,894.8		2,231.0		(5,041.3		)	2,924.8
Total liabilities and equity	$	5,384.9	$	4,877.7	$	6,025.0	$	(6,648.9	)	$	9,638.7



	December 31, 2014
	Lear		Guarantors		Non- guarantors		Eliminations			Consolidated
	(In millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	377.8	$	—	$	716.3	$	—		$	1,094.1
Accounts receivable	53.9		459.0		1,958.8		—			2,471.7
Inventories	1.8		348.1		503.8		—			853.7
Intercompany accounts	49.6		40.7		—		(90.3		)	—
Other	416.9		76.2		467.0		—			960.1
Total current assets	900.0		924.0		3,645.9		(90.3		)	5,379.6
LONG-TERM ASSETS:
Property, plant and equipment, net	106.4		334.5		1,183.8		—			1,624.7
Goodwill	23.5		401.0		301.7		—			726.2
Investments in subsidiaries	2,010.6		1,815.7		—		(3,826.3		)	—
Intercompany loans receivable	1,268.1		168.6		212.6		(1,649.3		)	—
Other	928.8		65.9		475.2		(50.2		)	1,419.7
Total long-term assets	4,337.4		2,785.7		2,173.3		(5,525.8		)	3,770.6
Total assets	$	5,237.4	$	3,709.7	$	5,819.2	$	(5,616.1	)	$	9,150.2
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and drafts	$	91.1	$	687.7	$	1,746.5	$	—		$	2,525.3
Accrued liabilities	138.1		203.9		846.8		—			1,188.8
Intercompany accounts	—		—		90.3		(90.3		)	—
Current portion of long-term debt	243.7		—		—		—			243.7
Total current liabilities	472.9		891.6		2,683.6		(90.3		)	3,957.8
LONG-TERM LIABILITIES:
Long-term debt	1,475.0		—		—		—			1,475.0
Intercompany loans payable	138.9		698.8		811.6		(1,649.3		)	—
Other	191.8		198.0		348.5		(50.2		)	688.1
Total long-term liabilities	1,805.7		896.8		1,160.1		(1,699.5		)	2,163.1
EQUITY:
Lear Corporation stockholders’ equity	2,958.8		1,921.3		1,905.0		(3,826.3		)	2,958.8
Noncontrolling interests	—		—		70.5		—			70.5
Equity	2,958.8		1,921.3		1,975.5		(3,826.3		)	3,029.3
Total liabilities and equity	$	5,237.4	$	3,709.7	$	5,819.2	$	(5,616.1	)	$	9,150.2



	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			6.5			(1.5		)	—			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		)	152.4			178.0			—			259.5
Provision for income taxes	(26.3		)	53.5			48.9			—			76.1
Equity in net income of affiliates	(0.4		)	(1.0		)	(8.5		)	—			(9.9		)
Equity in net income of subsidiaries	(225.2		)	(101.9		)	—			327.1			—
Consolidated net income	181.0			201.8			137.6			(327.1		)	193.3
Less: Net income attributable to noncontrolling interests	—			—			12.3			—			12.3
Net income attributable to Lear	$	181.0		$	201.8		$	125.3		$	(327.1	)	$	181.0

Consolidated comprehensive income	$	94.8		$	187.5		$	63.0		$	(240.6	)	$	104.7
Less: Comprehensive income attributable to noncontrolling interests	—			—			9.9			—			9.9
Comprehensive income attributable to Lear	$	94.8		$	187.5		$	53.1		$	(240.6	)	$	94.8



	Three Months Ended September 27, 2014
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)
Net sales	$	120.5		$	1,802.7		$	3,503.3		$	(1,193.8	)	$	4,232.7
Cost of sales	165.9			1,642.6			3,256.8			(1,193.8		)	3,871.5
Selling, general and administrative expenses	47.6			14.3			66.2			—			128.1
Intercompany operating (income) expense, net	(83.2		)	73.3			9.9			—			—
Amortization of intangible assets	0.5			1.2			6.9			—			8.6
Interest expense	10.6			6.6			(1.5		)	—			15.7
Other expense, net	0.9			0.4			9.8			—			11.1
Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries	(21.8		)	64.3			155.2			—			197.7
Provision for income taxes	(8.1		)	27.0			38.7			—			57.6
Equity in net income of affiliates	0.1			(0.5		)	(7.4		)	—			(7.8		)
Equity in net income of subsidiaries	(153.9		)	(84.8		)	—			238.7			—
Consolidated net income	140.1			122.6			123.9			(238.7		)	147.9
Less: Net income attributable to noncontrolling interests	—			—			7.8			—			7.8
Net income attributable to Lear	$	140.1		$	122.6		$	116.1		$	(238.7	)	$	140.1

Consolidated comprehensive income	$	41.7		$	113.9		$	35.5		$	(140.2	)	$	50.9
Less: Comprehensive income attributable to noncontrolling interests	—			—			9.2			—			9.2
Comprehensive income attributable to Lear	$	41.7		$	113.9		$	26.3		$	(140.2	)	$	41.7



	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			18.7			(6.9		)	—			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		)	311.7			504.5			—			722.1
Provision for income taxes	(32.1		)	116.5			126.5			—			210.9
Equity in net income of affiliates	1.0			(2.1		)	(30.6		)	—			(31.7		)
Equity in net income of subsidiaries	(573.2		)	(274.1		)	—			847.3			—
Consolidated net income	510.2			471.4			408.6			(847.3		)	542.9
Less: Net income attributable to noncontrolling interests	—			—			32.7			—			32.7
Net income attributable to Lear	$	510.2		$	471.4		$	375.9		$	(847.3	)	$	510.2

Consolidated comprehensive income	$	325.8		$	443.4		$	238.5		$	(651.7	)	$	356.0
Less: Comprehensive income attributable to noncontrolling interests	—			—			30.2			—			30.2
Comprehensive income attributable to Lear	$	325.8		$	443.4		$	208.3		$	(651.7	)	$	325.8



	Nine Months Ended September 27, 2014
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)
Net sales	$	351.3		$	5,252.5		$	11,189.0		$	(3,615.2	)	$	13,177.6
Cost of sales	496.5			4,789.5			10,406.0			(3,615.2		)	12,076.8
Selling, general and administrative expenses	163.0			34.3			205.5			—			402.8
Intercompany operating (income) expense, net	(331.4		)	212.6			118.8			—			—
Amortization of intangible assets	1.3			3.6			20.5			—			25.4
Interest expense	34.8			17.8			(5.5		)	—			47.1
Other expense, net	20.8			0.8			35.5			—			57.1
Consolidated income (loss) before income taxes and equity in net income of affiliates and subsidiaries	(33.7		)	193.9			408.2			—			568.4
Provision for income taxes	(13.4		)	80.1			96.4			—			163.1
Equity in net income of affiliates	0.7			(1.0		)	(28.7		)	—			(29.0		)
Equity in net income of subsidiaries	(431.6		)	(217.8		)	—			649.4			—
Consolidated net income	410.6			332.6			340.5			(649.4		)	434.3
Less: Net income attributable to noncontrolling interests	—			—			23.7			—			23.7
Net income attributable to Lear	$	410.6		$	332.6		$	316.8		$	(649.4	)	$	410.6

Consolidated comprehensive income	$	309.2		$	328.9		$	241.9		$	(547.8	)	$	332.2
Less: Comprehensive income attributable to noncontrolling interests	—			—			23.0			—			23.0
Comprehensive income attributable to Lear	$	309.2		$	328.9		$	218.9		$	(547.8	)	$	309.2



	Nine Months Ended September 26, 2015
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)
Net Cash Provided by (Used in) Operating Activities	$	109.3		$	86.4		$	623.8		$	(133.5	)	$	686.0
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(26.4		)	(79.8		)	(221.5		)	—			(327.7		)
Acquisition of Eagle Ottawa, net of cash acquired and use of $350 million restricted cash (see non-cash investing activities below) (Note 2)	(485.5		)	1.2			19.0			—			(465.3		)
Intercompany transactions	385.4			(21.9		)	24.2			(387.7		)	—
Other, net	(31.1		)	7.8			12.7			—			(10.6		)
Net cash used in investing activities	(157.6		)	(92.7		)	(165.6		)	(387.7		)	(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 in 2015 (see non-cash financing activities below) (Note 8)	(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			6.4			(558.0		)	521.2			—
Other, net	(53.5		)	—			(0.1		)				(53.6		)
Net cash provided by (used in) financing activities	25.8			6.4			(574.3		)	521.2			(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			—			716.3			—			1,094.1
Cash and Cash Equivalents as of End of Period	$	355.3		$	0.1		$	567.4		$	—		$	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	)



	Nine Months Ended September 27, 2014
	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
	(Unaudited; in millions)
Net Cash Provided by (Used in) Operating Activities	$	53.3		$	14.2		$	350.1		$	(5.9	)	$	411.7
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(10.0		)	(57.2		)	(213.6		)	—			(280.8		)
Intercompany transactions	255.5			(35.3		)	1.9			(222.1		)	—
Other, net	(5.9		)	15.3			(18.4		)	—			(9.0		)
Net cash provided by (used in) investing activities	239.6			(77.2		)	(230.1		)	(222.1		)	(289.8		)
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		)
Repurchase of common stock	(259.4		)	—			—			—			(259.4		)
Dividends paid to Lear Corporation stockholders	(49.6		)	—			—			—			(49.6		)
Dividends paid to noncontrolling interests	—			—			(17.5		)	—			(17.5		)
Intercompany transactions	(8.1		)	63.0			(282.9		)	228.0			—
Other, net	(21.7		)	—			(17.5		)	—			(39.2		)
Net cash provided by (used in) financing activities	(344.7		)	63.0			(317.9		)	228.0			(371.6		)

Effect of foreign currency translation	—			—			(15.3		)	—			(15.3		)
Net Change in Cash and Cash Equivalents	(51.8		)	—			(213.2		)	—			(265.0		)
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	$	291.7		$	0.1		$	580.9		$	—		$	872.7

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 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 Albert Trostel & Sons Company, Eagle Ottawa North America, LLC, 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 2014 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 26, 2015 and September 27, 2014, $33.4 million and $30.7 million, respectively, of selling, general and administrative expenses were allocated from Lear. During the nine months ended September 26, 2015 and September 27, 2014, $97.2 million and $90.5 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 26, 2015			December 31, 2014
Credit agreement — Term Loan Facility	$	496.9		$	—
Senior notes	1,475.0			1,718.7
	1,971.9			1,718.7
Less — Current portion	(15.6		)	(243.7		)
Long-term debt	$	1,956.3		$	1,475.0