

	December 31, 2016
(in millions)	Lear		Guarantors		Non- guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	480.4	$	0.3	$	790.9	$	—		$	1,271.6
Accounts receivable	314.0		238.7		2,193.8		—			2,746.5
Inventories	67.9		364.7		588.0		—			1,020.6
Intercompany accounts	87.0		94.3		—		(181.3		)	—
Other	119.4		15.3		475.9		—			610.6
Total current assets	1,068.7		713.3		4,048.6		(181.3		)	5,649.3
Long-Term Assets:
Property, plant and equipment, net	309.4		313.4		1,396.5		—			2,019.3
Goodwill	172.1		519.9		429.3		—			1,121.3
Investments in subsidiaries	4,002.3		903.4		—		(4,905.7		)	—
Intercompany loans receivable	308.9		1,206.9		91.1		(1,606.9		)	—
Other	456.6		146.8		525.1		(17.8		)	1,110.7
Total long-term assets	5,249.3		3,090.4		2,442.0		(6,530.4		)	4,251.3
Total assets	$	6,318.0	$	3,803.7	$	6,490.6	$	(6,711.7	)	$	9,900.6
Liabilities and Equity
Current Liabilities:
Short-term borrowings	$	—	$	—	$	8.6	$	—		$	8.6
Accounts payable and drafts	328.8		460.1		1,851.6		—			2,640.5
Accrued liabilities	228.6		197.5		1,071.5		—			1,497.6
Intercompany accounts	—		—		181.3		(181.3		)	—
Current portion of long-term debt	34.4		—		1.2		—			35.6
Total current liabilities	591.8		657.6		3,114.2		(181.3		)	4,182.3
Long-Term Liabilities:
Long-term debt	1,893.5		—		4.5		—			1,898.0
Intercompany loans payable	504.9		48.7		1,053.3		(1,606.9		)	—
Other	270.6		13.2		361.4		(17.8		)	627.4
Total long-term liabilities	2,669.0		61.9		1,419.2		(1,624.7		)	2,525.4
Equity:
Lear Corporation stockholders’ equity	3,057.2		3,084.2		1,821.5		(4,905.7		)	3,057.2
Noncontrolling interests	—		—		135.7		—			135.7
Equity	3,057.2		3,084.2		1,957.2		(4,905.7		)	3,192.9
Total liabilities and equity	$	6,318.0	$	3,803.7	$	6,490.6	$	(6,711.7	)	$	9,900.6



	December 31, 2015
(in millions)	Lear		Guarantors		Non- guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	526.4	$	0.4	$	669.8	$	—		$	1,196.6
Accounts receivable	334.5		246.4		2,009.1		—			2,590.0
Inventories	73.5		337.5		536.6		—			947.6
Intercompany accounts, net	53.0		72.4		—		(125.4		)	—
Other	122.3		17.5		412.6		—			552.4
Total current assets	1,109.7		674.2		3,628.1		(125.4		)	5,286.6
Long-Term Assets:
Property, plant and equipment, net	257.5		294.3		1,274.7		—			1,826.5
Goodwill	172.1		519.1		362.6		—			1,053.8
Investments in subsidiaries	3,520.3		1,467.4		—		(4,987.7		)	—
Intercompany loans receivable	277.5		836.7		77.7		(1,191.9		)	—
Other	622.2		148.0		493.8		(25.1		)	1,238.9
Total long-term assets	4,849.6		3,265.5		2,208.8		(6,204.7		)	4,119.2
Total assets	$	5,959.3	$	3,939.7	$	5,836.9	$	(6,330.1	)	$	9,405.8
Liabilities and Equity
Current Liabilities:
Accounts payable and drafts	$	322.7	$	436.5	$	1,745.2	$	—		$	2,504.4
Accrued liabilities	233.3		187.7		891.1		—			1,312.1
Intercompany accounts, net	—		—		125.4		(125.4		)	—
Current portion of long-term debt	21.9		—		1.2		—			23.1
Total current liabilities	577.9		624.2		2,762.9		(125.4		)	3,839.6
Long-Term Liabilities:
Long-term debt	1,925.3		—		6.4		—			1,931.7
Intercompany loans payable	221.6		23.5		946.8		(1,191.9		)	—
Other	307.1		22.1		312.7		(25.1		)	616.8
Total long-term liabilities	2,454.0		45.6		1,265.9		(1,217.0		)	2,548.5
Equity:
Lear Corporation stockholders’ equity	2,927.4		3,269.9		1,717.8		(4,987.7		)	2,927.4
Noncontrolling interests	—		—		90.3		—			90.3
Equity	2,927.4		3,269.9		1,808.1		(4,987.7		)	3,017.7
Total liabilities and equity	$	5,959.3	$	3,939.7	$	5,836.9	$	(6,330.1	)	$	9,405.8



	Year Ended December 31, 2016
(in millions)	Lear			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	3,595.1		$	4,843.0		$	15,415.9		$	(5,296.4	)	$	18,557.6
Cost of sales	3,598.6			4,131.0			14,022.3			(5,296.4		)	16,455.5
Selling, general and administrative expenses	332.7			8.4			280.8			—			621.9
Intercompany operating (income) expense, net	(398.7		)	236.0			162.7			—			—
Amortization of intangible assets	8.2			16.0			28.8			—			53.0
Interest expense	92.4			(4.6		)	(5.3		)	—			82.5
Other expense, net	37.1			2.5			(33.2		)	—			6.4
Consolidated income before provision for income taxes and equity in net income of affiliates and subsidiaries	(75.2		)	453.7			959.8			—			1,338.3
Provision for income taxes	(29.7		)	170.2			229.7			—			370.2
Equity in net income of affiliates	(4.2		)	—			(68.2		)	—			(72.4		)
Equity in net income of subsidiaries	(1,016.4		)	(530.1		)	—			1,546.5			—
Consolidated net income	975.1			813.6			798.3			(1,546.5		)	1,040.5
Less: Net income attributable to noncontrolling interests	—			—			65.4			—			65.4
Net income attributable to Lear	$	975.1		$	813.6		$	732.9		$	(1,546.5	)	$	975.1

Consolidated comprehensive income	$	869.6		$	813.3		$	662.2		$	(1,418.7	)	$	926.4
Less: Comprehensive income attributable to noncontrolling interests	—			—			56.8			—			56.8
Comprehensive income attributable to Lear	$	869.6		$	813.3		$	605.4		$	(1,418.7	)	$	869.6



	Year Ended December 31, 2015
(in millions)	Lear			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales	$	3,540.6		$	5,117.9		$	14,793.6		$	(5,240.7	)	$	18,211.4
Cost of sales	3,544.6			4,483.9			13,603.8			(5,240.7		)	16,391.6
Selling, general and administrative expenses	274.0			47.7			258.8			—			580.5
Intercompany operating (income) expense, net	(297.0		)	158.4			138.6			—			—
Amortization of intangible assets	6.6			16.0			29.9			—			52.5
Interest expense	96.7			(2.8		)	(7.2		)	—			86.7
Other expense, net	25.8			1.0			41.8			—			68.6
Consolidated income before provision for income taxes and equity in net income of affiliates and subsidiaries	(110.1		)	413.7			727.9			—			1,031.5
Provision for income taxes	(53.6		)	155.6			183.5			—			285.5
Equity in net income of affiliates	(0.2		)	—			(49.6		)	—			(49.8		)
Equity in net income of subsidiaries	(801.8		)	(394.3		)	—			1,196.1			—
Consolidated net income	745.5			652.4			594.0			(1,196.1		)	795.8
Less: Net income attributable to noncontrolling interests	—			—			50.3			—			50.3
Net income attributable to Lear	$	745.5		$	652.4		$	543.7		$	(1,196.1	)	$	745.5

Consolidated comprehensive income	$	517.4		$	634.5		$	366.8		$	(954.9	)	$	563.8
Less: Comprehensive income attributable to noncontrolling interests	—			—			46.4			—			46.4
Comprehensive income attributable to Lear	$	517.4		$	634.5		$	320.4		$	(954.9	)	$	517.4



	Year Ended December 31, 2014
(in millions)	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
Net sales	$	3,285.0		$	4,268.5		$	14,996.5		$	(4,822.7	)	$	17,727.3
Cost of sales	3,300.4			3,830.9			13,925.9			(4,822.7		)	16,234.5
Selling, general and administrative expenses	241.1			22.6			266.2			—			529.9
Intercompany operating (income) expense, net	(376.6		)	215.6			161.0			—			—
Amortization of intangible assets	6.4			—			27.3			—			33.7
Interest expense	74.5			(3.3		)	(3.7		)	—			67.5
Other expense, net	26.5			1.0			46.8			—			74.3
Consolidated income before provision for income taxes and equity in net income of affiliates and subsidiaries	12.7			201.7			573.0			—			787.4
Provision for income taxes	1.0			71.6			48.8			—			121.4
Equity in net income of affiliates	(1.1		)	—			(35.2		)	—			(36.3		)
Equity in net income of subsidiaries	(659.6		)	(393.8		)	—			1,053.4			—
Consolidated net income	672.4			523.9			559.4			(1,053.4		)	702.3
Less: Net income attributable to noncontrolling interests	—			—			29.9			—			29.9
Net income attributable to Lear	$	672.4		$	523.9		$	529.5		$	(1,053.4	)	$	672.4

Consolidated comprehensive income	$	336.5		$	497.1		$	318.6		$	(787.7	)	$	364.5
Less: Comprehensive income attributable to noncontrolling interests	—			—			28.0			—			28.0
Comprehensive income attributable to Lear	$	336.5		$	497.1		$	290.6		$	(787.7	)	$	336.5



	Year Ended December 31, 2016
(in millions)	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	290.9		$	345.3		$	1,035.9		$	(52.8	)	$	1,619.3

Cash Flows from Investing Activities:
Additions to property, plant and equipment	(77.6		)	(111.0		)	(339.7		)	—			(528.3		)
Acquisitions	(149.0		)	—			(6.9		)	—			(155.9		)
Intercompany transactions	437.4			214.8			(13.4		)	(638.8		)	—
Other, net	(16.8		)	(1.4		)	65.3			—			47.1
Net cash used in investing activities	194.0			102.4			(294.7		)	(638.8		)	(637.1		)

Cash Flows from Financing Activities:
Credit agreement repayments	(21.9		)	—			—			—			(21.9		)
Short-term borrowings, net	—			—			9.1			—			9.1
Repurchase of common stock	(658.8		)	—			—			—			(658.8		)
Dividends paid to Lear Corporation stockholders	(88.8		)	—			—			—			(88.8		)
Dividends paid to noncontrolling interests	—			—			(33.3		)	—			(33.3		)
Change in intercompany accounts	283.3			(447.8		)	(527.1		)	691.6			—
Other, net	(44.7		)	—			(34.5		)	—			(79.2		)
Net cash used in financing activities	(530.9		)	(447.8		)	(585.8		)	691.6			(872.9		)

Effect of foreign currency translation	—			—			(34.3		)	—			(34.3		)
Net Change in Cash and Cash Equivalents	(46.0		)	(0.1		)	121.1			—			75.0
Cash and Cash Equivalents as of Beginning of Period	526.4			0.4			669.8			—			1,196.6
Cash and Cash Equivalents as of End of Period	$	480.4		$	0.3		$	790.9		$	—		$	1,271.6



	Year Ended December 31, 2015
(in millions)	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	208.3		$	329.5		$	889.6		$	(156.3	)	$	1,271.1

Cash Flows from Investing Activities:
Additions to property, plant and equipment	(68.4		)	(91.5		)	(325.9		)	—			(485.8		)
Acquisitions, net of cash acquired and use of $350 million restricted cash (see non-cash investing activities below) (Note 3)	(521.1		)	1.2			20.7			—			(499.2		)
Intercompany transactions	584.6			(267.9		)	134.9			(451.6		)	—
Other, net	(6.6		)	7.3			19.0			—			19.7
Net cash used in investing activities	(11.5		)	(350.9		)	(151.3		)	(451.6		)	(965.3		)

Cash Flows from Financing Activities:
Credit agreement borrowings	500.0			—			—			—			500.0
Credit agreement repayments	(9.4		)	—			—			—			(9.4		)
Repurchase of senior notes, net of use of $250 million restricted cash (see non-cash financing activities below) (Note 6)	(5.0		)	—			—			—			(5.0		)
Repurchase of common stock	(487.4		)	—			—			—			(487.4		)
Dividends paid to Lear Corporation stockholders	(78.5		)	—			—			—			(78.5		)
Dividends paid to noncontrolling interests	—			—			(27.8		)	—			(27.8		)
Intercompany transactions	82.7			21.8			(712.4		)	607.9			—
Other, net	(50.6		)	—			2.4			—			(48.2		)
Net cash used in financing activities	(48.2		)	21.8			(737.8		)	607.9			(156.3		)

Effect of foreign currency translation	—			—			(47.0		)	—			(47.0		)
Net Change in Cash and Cash Equivalents	148.6			0.4			(46.5		)	—			102.5
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	$	526.4		$	0.4		$	669.8		$	—		$	1,196.6

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	)



	Year Ended December 31, 2014
(in millions)	Lear			Guarantors			Non- guarantors			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	142.4		$	211.8		$	586.2		$	(12.6	)	$	927.8

Cash Flows from Investing Activities:
Additions to property, plant and equipment	(52.4		)	(61.4		)	(310.9		)	—			(424.7		)
Cash restricted for use - acquisition of Eagle Ottawa	(350.0		)	—			—			—			(350.0		)
Intercompany transactions	400.5			(17.0		)	(46.3		)	(337.2		)	—
Other, net	(5.0		)	13.3			(14.2		)	—			(5.9		)
Net cash used in investing activities	(6.9		)	(65.1		)	(371.4		)	(337.2		)	(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		)
Change in intercompany accounts	15.9			(146.8		)	(218.9		)	349.8			—
Other, net	(20.2		)	—			(17.8		)	—			(38.0		)
Net cash used in financing activities	(101.2		)	(146.8		)	(262.6		)	349.8			(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

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 the 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 noted due 2025.

The Guarantors include Lear Corporation EEDS and Interiors and Lear Mexican Seating Corporation. In 2016, Guilford Mills, LLC and Lear Operations Corporation (previously guarantors) merged into Lear, and Eagle Ottawa North America, LLC was released as a guarantor. 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 changes in the Guarantor entities, as well as certain changes to the equity investments of the Guarantors in 2015 and 2014.

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, 2016, 2015 and 2014, $87.1 million, $77.2 million and $77.7 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,	2016			2015
Credit agreement	$	467.1		$	488.4
Senior notes	1,460.8			1,458.8
	1,927.9			1,947.2
Less — Current portion	(34.4		)	(21.9		)
Long-term debt	$	1,893.5		$	1,925.3