

	September 27, 2014
	Lear		Guarantors		Non- guarantors		Eliminations			Consolidated
	(Unaudited; in millions)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	291.7	$	0.1	$	580.9	$	—		$	872.7
Accounts receivable	70.1		635.0		2,137.9		—			2,843.0
Inventories	2.8		343.5		552.8		—			899.1
Other	158.1		64.9		495.2		—			718.2
Total current assets	522.7		1,043.5		3,766.8		—			5,333.0
LONG-TERM ASSETS:
Property, plant and equipment, net	94.7		321.7		1,198.0		—			1,614.4
Goodwill	23.5		401.0		315.7		—			740.2
Investments in subsidiaries	1,840.2		1,891.2		—		(3,731.4		)	—
Intercompany accounts, net	1,394.2		—		—		(1,394.2		)	—
Other	596.7		56.4		350.5		—			1,003.6
Total long-term assets	3,949.3		2,670.3		1,864.2		(5,125.6		)	3,358.2
Total assets	$	4,472.0	$	3,713.8	$	5,631.0	$	(5,125.6	)	$	8,691.2
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and drafts	$	93.8	$	742.2	$	1,778.6	$	—		$	2,614.6
Accrued liabilities	110.1		205.4		1,020.8		—			1,336.3
Total current liabilities	203.9		947.6		2,799.4		—			3,950.9
LONG-TERM LIABILITIES:
Long-term debt	1,068.7		—		—		—			1,068.7
Intercompany accounts, net	—		762.2		632.0		(1,394.2		)	—
Other	117.5		142.1		256.2		—			515.8
Total long-term liabilities	1,186.2		904.3		888.2		(1,394.2		)	1,584.5
EQUITY:
Lear Corporation stockholders’ equity	3,081.9		1,861.9		1,869.5		(3,731.4		)	3,081.9
Noncontrolling interests	—		—		73.9		—			73.9
Equity	3,081.9		1,861.9		1,943.4		(3,731.4		)	3,155.8
Total liabilities and equity	$	4,472.0	$	3,713.8	$	5,631.0	$	(5,125.6	)	$	8,691.2



	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 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	147.8			1,660.7			3,256.8			(1,193.8		)	3,871.5
Selling, general and administrative expenses	35.0			26.9			66.2			—			128.1
Intercompany operating (income) expense, net	(52.5		)	42.6			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 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



	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
Intercompany operating (income) expense, net	(45.5		)	33.6			11.9			—			—
Amortization of intangible assets	0.5			1.2			6.9			—			8.6
Interest expense	11.9			6.0			(0.4		)	—			17.5
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		)	(37.0		)	—			176.4			—
Consolidated net income	112.8			93.9			86.4			(176.4		)	116.7
Less: Net income attributable to noncontrolling interests	—			—			3.9			—			3.9
Net income attributable to Lear	$	112.8		$	93.9		$	82.5		$	(176.4	)	$	112.8

Consolidated comprehensive income	$	144.2		$	88.9		$	122.8		$	(207.6	)	$	148.3
Less: Comprehensive income attributable to noncontrolling interests	—			—			4.1			—			4.1
Comprehensive income attributable to Lear	$	144.2		$	88.9		$	118.7		$	(207.6	)	$	144.2



	For the 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	443.2			4,842.8			10,406.0			(3,615.2		)	12,076.8
Selling, general and administrative expenses	125.9			71.4			205.5			—			402.8
Intercompany operating (income) expense, net	(241.0		)	122.2			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 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



	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
Intercompany operating (income) expense, net	(169.9		)	98.0			71.9			—			—
Amortization of intangible assets	1.3			3.6			20.9			—			25.8
Interest expense	36.0			18.1			(2.5		)	—			51.6
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		)	(122.9		)	—			530.5			—
Consolidated net income	358.6			285.0			262.8			(530.5		)	375.9
Less: Net income attributable to noncontrolling interests	—			—			17.3			—			17.3
Net income attributable to Lear	$	358.6		$	285.0		$	245.5		$	(530.5	)	$	358.6

Consolidated comprehensive income	$	338.5		$	273.0		$	254.7		$	(509.5	)	$	356.7
Less: Comprehensive income attributable to noncontrolling interests	—			—			18.2			—			18.2
Comprehensive income attributable to Lear	$	338.5		$	273.0		$	236.5		$	(509.5	)	$	338.5



	For the Nine Months Ended September 27, 2014
	Lear			Guarantors			Non- guarantors			Eliminations		Consolidated
	(Unaudited; in millions)
Net cash provided by operating activities	$	28.4		$	44.6		$	338.7		$	—	$	411.7
Cash Flows from Investing Activities:
Additions to property, plant and equipment	(10.0		)	(57.2		)	(213.6		)	—		(280.8		)
Other, net	(5.9		)	15.3			(18.4		)	—		(9.0		)
Net cash used in investing activities	(15.9		)	(41.9		)	(232.0		)	—		(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		)
Other	(21.7		)	—			(17.5		)	—		(39.2		)
Change in intercompany accounts	272.3			(2.7		)	(269.6		)	—		—
Net cash used in financing activities	(64.3		)	(2.7		)	(304.6		)	—		(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



	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

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.

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 27, 2014 and September 28, 2013, $30.7 million and $31.7 million, respectively, of selling, general and administrative expenses were allocated from Lear. During the nine months ended September 27, 2014 and September 28, 2013, $90.5 million and $93.3 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):



	September 27, 2014		December 31, 2013
Senior notes	$	1,068.7	$	1,057.1