Condensed Consolidating Financial Statements:

The Company’s senior unsecured notes are unconditionally guaranteed by certain of the Company’s subsidiaries (the “Guarantor Subsidiaries”) and are not secured by our other subsidiaries (the “Non-Guarantor Subsidiaries”). The Guarantor Subsidiaries are 100% owned; all guarantees are full and unconditional; and all guarantees are joint and several. As a result of the guarantee arrangements, we are required to present the following condensed consolidating financial statements.

The condensed consolidating financial statements reflect the investments in subsidiaries of the Company using the equity method of accounting. Intercompany account balances have been included in Accounts and notes receivable, Other assets (Current), Other assets, net, Short-term debt, Accounts payable, and Long-term debt line items of the Parent, Guarantor and Non-Guarantor balance sheets. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

Condensed consolidating financial statements of the Company, its Guarantor Subsidiaries and Non-Guarantor Subsidiaries as of September 30, 2012 and December 31, 2011 and for the three and nine months ended September 30, 2012 and 2011 are shown below:

Condensed Consolidating Balance Sheets

As of September 30, 2012

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1.0		$	21.6		$	26.2		$	—		$	48.8
Accounts and notes receivable, net	(1,049.7		)	998.2			465.9			35.9			450.3
Inventories, net	—			278.6			126.2			(6.4		)	398.4
Deferred income taxes, net	6.5			21.9			5.7			(1.3		)	32.8
Other assets	(4.5		)	26.3			114.0			(63.2		)	72.6
Assets of discontinued operations	—			(10.7		)	119.4			—			108.7
Total current assets	(1,046.7		)	1,335.9			857.4			(35.0		)	1,111.6
PROPERTY, PLANT AND EQUIPMENT, net	—			235.2			54.2			—			289.4
GOODWILL	—			131.8			91.9			—			223.7
DEFERRED INCOME TAXES	(1.7		)	81.9			16.8			(9.7		)	87.3
OTHER ASSETS, net⁽¹⁾	2,151.5			547.8			24.2			(2,642.0		)	81.5
TOTAL ASSETS	$	1,103.1		$	2,332.6		$	1,044.5		$	(2,686.7	)	$	1,793.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	97.3		$	—		$	(50.2	)	$	(16.0	)	$	31.1
Current maturities of long-term debt	—			0.2			0.1			—			0.3
Accounts payable	10.1			133.5			87.3			46.7			277.6
Accrued expenses	4.8			191.8			62.2			(0.1		)	258.7
Income taxes payable	(20.9		)	36.1			41.8			(48.5		)	8.5
Liabilities of discontinued operations	—			49.7			12.5			—			62.2
Total current liabilities	91.3			411.3			153.7			(17.9		)	638.4
LONG-TERM DEBT	433.0			16.2			100.2			(99.8		)	449.6
POSTRETIREMENT BENEFITS, OTHER THAN PENSIONS	—			17.1			—			—			17.1
PENSIONS	—			104.4			11.8			—			116.2
OTHER LIABILITIES	0.7			58.9			14.2			(11.0		)	62.8
Total liabilities	525.0			607.9			279.9			(128.7		)	1,284.1
COMMITMENTS AND CONTINGENCIES
TOTAL STOCKHOLDERS’ EQUITY	578.1			1,724.7			764.6			(2,558.0		)	509.4
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,103.1		$	2,332.6		$	1,044.5		$	(2,686.7	)	$	1,793.5


(1)	OTHER ASSETS, net consists primarily of Investments in Subsidiaries which eliminate upon consolidation.

Condensed Consolidating Statements of Operations

For the Three Months Ended September 30, 2012

(In millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	654.5		$	214.3		$	(59.1	)	$	809.7
COST OF GOODS SOLD	—			499.7			163.9			(58.8		)	604.8
Gross profit	—			154.8			50.4			(0.3		)	204.9
OPERATING EXPENSES:
Selling, general and administrative expenses	—			99.2			26.8			(0.1		)	125.9
(Gains) losses and other expenses, net	0.1			(1.0		)	1.2			—			0.3
Restructuring charges	—			0.1			0.3			—			0.4
(Income) loss from equity method investments	(38.4		)	(6.5		)	(1.9		)	44.2			(2.6		)
Operational income (loss) from continuing operations	38.3			63.0			24.0			(44.4		)	80.9
INTEREST EXPENSE (INCOME), net	4.3			(0.6		)	0.7			—			4.4
OTHER EXPENSE, net	—			—			—			—			—
Income (loss) from continuing operations before income taxes	34.0			63.6			23.3			(44.4		)	76.5
(BENEFIT FROM) PROVISION FOR INCOME TAXES	(1.6		)	20.1			10.0			(1.7		)	26.8
Income (loss) from continuing operations	35.6			43.5			13.3			(42.7		)	49.7
Loss from discontinued operations	—			(12.6		)	(7.7		)	—			(20.3		)
Net income (loss)	$	35.6		$	30.9		$	5.6		$	(42.7	)	$	29.4
OTHER COMPREHENSIVE INCOME	$	5.6		$	4.6		$	17.4		$	1.9		$	29.5

Condensed Consolidating Statements of Operations

For the Nine Months Ended September 30, 2012

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	1,814.5		$	610.2		$	(160.2	)	$	2,264.5
COST OF GOODS SOLD	0.1			1,401.7			468.4			(159.6		)	1,710.6
Gross profit	(0.1		)	412.8			141.8			(0.6		)	553.9
OPERATING EXPENSES:
Selling, general and administrative expenses	—			286.5			93.3			—			379.8
(Gains) losses and other expenses, net	(2.1		)	(0.4		)	2.7			—			0.2
Restructuring charges	—			2.6			0.5			—			3.1
(Income) loss from equity method investments	(81.9		)	(8.1		)	(6.9		)	88.1			(8.8		)
Operational income (loss) from continuing operations	83.9			132.2			52.2			(88.7		)	179.6
INTEREST EXPENSE (INCOME), net	13.1			(1.8		)	2.1			—			13.4
OTHER EXPENSE, net	—			—			0.1			—			0.1
Income (loss) from continuing operations before income taxes	70.8			134.0			50.0			(88.7		)	166.1
(BENEFIT FROM) PROVISION FOR INCOME TAXES	(4.0		)	45.1			16.7			(0.2		)	57.6
Income (loss) from continuing operations	74.8			88.9			33.3			(88.5		)	108.5
Loss from discontinued operations	—			(27.9		)	(12.6		)	—			(40.5		)
Net income (loss)	$	74.8		$	61.0		$	20.7		$	(88.5	)	$	68.0
OTHER COMPREHENSIVE INCOME	$	7.9		$	4.4		$	8.4		$	6.2		$	26.9

Condensed Consolidating Balance Sheets

As of December 31, 2011

(In millions)



	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1.0		$	9.7	$	34.4		$	(0.1	)	$	45.0
Accounts and notes receivable, net	(991.9		)	944.5		413.8			20.6			387.0
Inventories, net	—			217.1		105.5			(4.7		)	317.9
Deferred income taxes, net	4.7			22.0		8.4			(1.3		)	33.8
Other assets	1.6			16.5		106.9			(56.5		)	68.5
Assets of discontinued operations	—			55.7		104.8			—			160.5
Total current assets	(984.6		)	1,265.5		773.8			(42.0		)	1,012.7
PROPERTY, PLANT AND EQUIPMENT, net	—			248.2		52.5			—			300.7
GOODWILL	—			104.1		119.1			—			223.2
DEFERRED INCOME TAXES	0.2			82.0		18.2			(9.7		)	90.7
OTHER ASSETS, net⁽¹⁾	2,174.1			531.2		22.1			(2,649.0		)	78.4
TOTAL ASSETS	$	1,189.7		$	2,231.0	$	985.7		$	(2,700.7	)	$	1,705.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	112.1		$	—	$	(67.3	)	$	(40.1	)	$	4.7
Current maturities of long-term debt	—			0.6		0.2			—			0.8
Accounts payable	9.2			120.9		93.4			31.4			254.9
Accrued expenses	15.2			146.7		77.5			—			239.4
Income taxes payable	(29.9		)	28.0		24.7			(17.1		)	5.7
Liabilities of discontinued operations	—			54.9		16.7			—			71.6
Total current liabilities	106.6			351.1		145.2			(25.8		)	577.1
LONG-TERM DEBT	443.0			16.2		97.3			(96.9		)	459.6
POSTRETIREMENT BENEFITS, OTHER THAN PENSIONS	—			18.6		—			—			18.6
PENSIONS	—			111.9		12.8			—			124.7
OTHER LIABILITIES	0.8			54.8		13.3			(11.0		)	57.9
Total liabilities	550.4			552.6		268.6			(133.7		)	1,237.9
COMMITMENTS AND CONTINGENCIES
TOTAL STOCKHOLDERS’ EQUITY	639.3			1,678.4		717.1			(2,567.0		)	467.8
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,189.7		$	2,231.0	$	985.7		$	(2,700.7	)	$	1,705.7


(1)	OTHER ASSETS, net consists primarily of Investments in Subsidiaries which eliminate upon consolidation.

Condensed Consolidating Statements of Operations

For the Three Months Ended September 30, 2011

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	629.0		$	226.9		$	(54.7	)	$	801.2
COST OF GOODS SOLD	—			496.4			173.6			(55.4		)	614.6
Gross profit	—			132.6			53.3			0.7			186.6
OPERATING EXPENSES:
Selling, general and administrative expenses	—			87.9			34.5			—			122.4
Losses (gains) and other expenses, net	2.3			0.8			(0.5		)	—			2.6
Restructuring charges	—			7.1			0.9			—			8.0
(Income) loss from equity method investments	(47.6		)	(11.1		)	(2.1		)	57.8			(3.0		)
Operational income (loss) from continuing operations	45.3			47.9			20.5			(57.1		)	56.6
INTEREST EXPENSE (INCOME), net	4.0			(0.9		)	1.0			—			4.1
OTHER EXPENSE, net	—			—			—			—			—
Income (loss) from continuing operations before income taxes	41.3			48.8			19.5			(57.1		)	52.5
(BENEFIT FROM) PROVISION FOR INCOME TAXES	(2.3		)	13.6			5.7			0.6			17.6
Income (loss) from continuing operations	43.6			35.2			13.8			(57.7		)	34.9
(Loss) income from discontinued operations	—			(2.4		)	1.3			—			(1.1		)
Net income (loss)	$	43.6		$	32.8		$	15.1		$	(57.7	)	$	33.8
OTHER COMPREHENSIVE LOSS	$	(14.5	)	$	(12.5	)	$	(46.4	)	$	(2.7	)	$	(76.1	)

Condensed Consolidating Statements of Operations

For the Nine Months Ended September 30, 2011

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	1,710.3		$	633.3		$	(151.2	)	$	2,192.4
COST OF GOODS SOLD	0.1			1,341.2			487.1			(152.5		)	1,675.9
Gross profit	(0.1		)	369.1			146.2			1.3			516.5
OPERATING EXPENSES:
Selling, general and administrative expenses	—			264.1			108.8			—			372.9
Losses (gains) and other expenses, net	4.5			(0.4		)	(0.5		)	—			3.6
Restructuring charges	—			10.0			1.3			—			11.3
(Income) loss from equity method investments	(96.5		)	(16.8		)	(7.0		)	111.3			(9.0		)
Operational income (loss) from continuing operations	91.9			112.2			43.6			(110.0		)	137.7
INTEREST EXPENSE (INCOME), net	12.0			(2.7		)	3.2			—			12.5
OTHER EXPENSE, net	—			—			0.1			—			0.1
Income (loss) from continuing operations before income taxes	79.9			114.9			40.3			(110.0		)	125.1
(BENEFIT FROM) PROVISION FOR INCOME TAXES	(5.8		)	35.9			11.2			1.1			42.4
Income (loss) from continuing operations	85.7			79.0			29.1			(111.1		)	82.7
(Loss) income from discontinued operations	—			(11.9		)	0.8			—			(11.1		)
Net income (loss)	$	85.7		$	67.1		$	29.9		$	(111.1	)	$	71.6
OTHER COMPREHENSIVE LOSS	$	(21.2	)	$	(6.8	)	$	(29.6	)	$	(1.4	)	$	(59.0	)

Condensed Consolidating Statements of Cash Flows

For the Nine Months Ended September 30, 2012

(In millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	21.4		$	83.4		$	(40.4	)	$	—	$	64.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the disposal of property, plant and equipment	—			0.1			—			—		0.1
Purchases of property, plant and equipment	—			(21.5		)	(6.5		)	—		(28.0		)
Net proceeds from sale of business	—			10.1			—			—		10.1
Net cash (used in) provided by discontinued operations	—			(0.4		)	0.1			—		(0.3		)
Net cash used in investing activities	—			(11.7		)	(6.4		)	—		(18.1		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings, net	—			—			1.3			—		1.3
Asset securitization borrowings	—			—			480.0			—		480.0
Asset securitization payments	—			—			(455.0		)	—		(455.0		)
Long-term payments	—			(0.6		)	(0.3		)	—		(0.9		)
Borrowings from revolving credit facility	696.0			—			—			—		696.0
Payments on revolving credit facility	(706.0		)	—			—			—		(706.0		)
Proceeds from stock option exercises	0.3			—			—			—		0.3
Repurchases of common stock	(38.4		)	—			—			—		(38.4		)
Excess tax benefits related to share-based payments	1.7			—			—			—		1.7
Intercompany debt	(5.3		)	(3.9		)	9.2			—		—
Intercompany financing activity	57.8			(55.3		)	(2.5		)	—		—
Cash dividends paid	(27.5		)	—			—			—		(27.5		)
Net cash (used in) provided by financing activities	(21.4		)	(59.8		)	32.7			—		(48.5		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			11.9			(14.1		)	—		(2.2		)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	—			—			6.0			—		6.0
CASH AND CASH EQUIVALENTS, beginning of period	1.0			9.7			34.3			—		45.0
CASH AND CASH EQUIVALENTS, end of period	$	1.0		$	21.6		$	26.2		$	—	$	48.8

Condensed Consolidating Statements of Cash Flows

For the Nine Months Ended September 30, 2011

(In millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	31.8		$	(64.2	)	$	30.2		$	—	$	(2.2	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the disposal of property, plant and equipment	—			0.1			0.1			—		0.2
Purchases of property, plant and equipment	—			(22.4		)	(3.4		)	—		(25.8		)
Net proceeds from sale of business	—			—			0.6			—		0.6
Acquisition of business	—			(147.7		)	—			—		(147.7		)
Change in restricted cash	—			—			12.2			—		12.2
Net cash used in discontinued operations	—			(1.1		)	(0.1		)	—		(1.2		)
Net cash (used in) provided by investing activities	—			(171.1		)	9.4			—		(161.7		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings, net	—			—			2.5			—		2.5
Asset securitization borrowings	—			—			220.0			—		220.0
Asset securitization payments	—			—			(220.0		)	—		(220.0		)
Long-term payments	—			(0.7		)	—			—		(0.7		)
Borrowings from revolving credit facility	1,090.0			—			—			—		1,090.0
Payments on revolving credit facility	(911.5		)	—			—			—		(911.5		)
Proceeds from stock option exercises	1.5			—			—			—		1.5
Repurchases of common stock	(90.9		)	—			—			—		(90.9		)
Excess tax benefits related to share-based payments	1.5			—			—			—		1.5
Intercompany debt	76.7			(2.3		)	(74.4		)	—		—
Intercompany financing activity	(252.7		)	242.7			10.0			—		—
Cash dividends paid	(27.2		)	—			—			—		(27.2		)
Net cash (used in) provided by financing activities	(112.6		)	239.7			(61.9		)	—		65.2
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(80.8		)	4.4			(22.3		)	—		(98.7		)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	—			—			(3.4		)	—		(3.4		)
CASH AND CASH EQUIVALENTS, beginning of period	81.1			14.7			64.2			—		160.0
CASH AND CASH EQUIVALENTS, end of period	$	0.3		$	19.1		$	38.5		$	—	$	57.9