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 condensed consolidating financial statements.

On March 22, 2013, the Company sold its Service Experts business to a majority-owned entity of American Capital, Ltd. The primary subsidiary for the U.S. Service Experts business had previously been included as a "Guarantor Subsidiary" and the Canada Service Experts subsidiary had previously been included as a "Non-Guarantor Subsidiary." As of December 31, 2013, the U.S. and Canada Service Experts businesses were included in discontinued operations of the condensed consolidating financial statements.

The condensed consolidating financial statements reflect the investments in subsidiaries of the Company using the equity method of accounting. 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 December 31, 2013 and December 31, 2012 and for the years ended December 31, 2013, 2012 and 2011 are shown on the following pages.

Condensed Consolidating Balance Sheets

As of December 31, 2013

(In millions)



	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	1.1		$	10.5	$	26.4		$	—		$	38.0
Accounts and notes receivable, net	—			12.8		395.3			—			408.1
Inventories, net	—			253.6		128.4			(3.2		)	378.8
Deferred income taxes, net	0.9			21.2		5.7			(3.3		)	24.5
Other assets	3.4			38.4		70.2			(59.0		)	53.0
Assets of discontinued operations	—			—		—			—			—
Total current assets	5.4			336.5		626.0			(65.5		)	902.4
Property, plant and equipment, net	—			246.4		89.1			—			335.5
Goodwill	—			140.4		76.4			—			216.8
Investment in subsidiaries	1,138.8			337.5		(0.6		)	(1,475.7		)	—
Deferred income taxes	—			76.9		20.2			(8.6		)	88.5
Other assets, net	4.2			64.3		16.4			(1.4		)	83.5
Intercompany receivables (payables), net	(460.6		)	434.0		26.6			—			—
Total assets	$	687.8		$	1,636.0	$	854.1		$	(1,551.2	)	$	1,626.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—		$	—	$	165.9		$	—		$	165.9
Current maturities of long-term debt	—			1.0		0.3			—			1.3
Accounts payable	11.8			187.8		83.5			—			283.1
Accrued expenses	3.3			168.4		60.4			—			232.1
Income taxes payable	(30.3		)	75.7		49.9			(63.7		)	31.6
Liabilities of discontinued operations	—			—		—			—			—
Total current liabilities	(15.2		)	432.9		360.0			(63.7		)	714.0
Long-term debt	217.0			15.8		0.4			—			233.2
Post-retirement benefits, other than pensions	—			4.6		—			—			4.6
Pensions	—			58.4		11.6			—			70.0
Other liabilities	0.3			119.4		11.3			(11.8		)	119.2
Total liabilities	202.1			631.1		383.3			(75.5		)	1,141.0
Commitments and contingencies
Total stockholders' equity	485.7			1,004.9		470.8			(1,475.7		)	485.7
Total liabilities and stockholders' equity	$	687.8		$	1,636.0	$	854.1		$	(1,551.2	)	$	1,626.7

Condensed Consolidating Balance Sheets

As of December 31, 2012

(In millions)



	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	1.0		$	13.4	$	37.4		$	—		$	51.8
Accounts and notes receivable, net	—			225.8		344.7			(197.1		)	373.4
Inventories, net	—			257.3		121.5			(4.0		)	374.8
Deferred income taxes, net	—			22.9		6.3			(1.7		)	27.5
Other assets	2.0			19.7		78.1			(38.8		)	61.0
Assets of discontinued operations	—			25.2		78.4			(5.0		)	98.6
Total current assets	3.0			564.3		666.4			(246.6		)	987.1
Property, plant and equipment, net	—			239.7		58.5			—			298.2
Goodwill	—			131.8		92.0			—			223.8
Investment in subsidiaries	2,179.9			337.0		(0.2		)	(2,516.7		)	—
Deferred income taxes	—			87.8		20.8			(5.8		)	102.8
Other assets, net	3.7			53.0		23.3			—			80.0
Intercompany receivables (payables), net	(1,289.8		)	1,013.6		89.8			186.4			—
Total assets	$	896.8		$	2,427.2	$	950.6		$	(2,582.7	)	$	1,691.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	—		$	—	$	34.9		$	—		$	34.9
Current maturities of long-term debt	—			0.5		0.2			—			0.7
Accounts payable	—			198.6		86.1			—			284.7
Accrued expenses	2.5			157.0		60.8			(0.3		)	220.0
Income taxes payable	(27.3		)	35.0		38.5			(41.7		)	4.5
Liabilities of discontinued operations	—			42.3		12.9			—			55.2
Total current liabilities	(24.8		)	433.4		233.4			(42.0		)	600.0
Long-term debt	335.0			15.6		0.4			—			351.0
Post-retirement benefits, other than pensions	—			6.1		—			—			6.1
Pensions	—			114.7		19.7			—			134.4
Other liabilities	0.5			99.7		9.2			(7.3		)	102.1
Total liabilities	310.7			669.5		262.7			(49.3		)	1,193.6
Commitments and contingencies
Total stockholders' equity	586.1			1,757.7		687.9			(2,533.4		)	498.3
Total liabilities and stockholders' equity	$	896.8		$	2,427.2	$	950.6		$	(2,582.7	)	$	1,691.9

Condensed Consolidating Statements of Operations and Comprehensive Income

For the Year Ended December 31, 2013

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	2,557.9		$	837.0		$	(195.8	)	$	3,199.1
Cost of goods sold	—			1,900.9			632.8			(195.8		)	2,337.9
Gross profit	—			657.0			204.2			—			861.2
Operating expenses:
Selling, general and administrative expenses	—			437.1			133.0			—			570.1
Losses and other expenses, net	1.1			7.9			0.3			—			9.3
Restructuring charges	—			2.9			2.1			—			5.0
Income from equity method investments	(181.7		)	(26.4		)	(9.7		)	205.6			(12.2		)
Operational income from continuing operations	180.6			235.5			78.5			(205.6		)	289.0
Interest expense, net	14.0			(2.1		)	2.6			—			14.5
Other expense, net	—			—			0.2			—			0.2
Income from continuing operations before income taxes	166.6			237.6			75.7			(205.6		)	274.3
Provision for income taxes	(5.2		)	73.7			25.9			—			94.4
Income from continuing operations	171.8			163.9			49.8			(205.6		)	179.9
Loss from discontinued operations	—			—			(8.1		)	—			(8.1		)
Net income	$	171.8		$	163.9		$	41.7		$	(205.6	)	$	171.8
Other comprehensive income (loss)	$	(38.8	)	$	36.3		$	(6.1	)	$	(30.2	)	$	(38.8	)
Comprehensive income	$	133.0		$	200.2		$	35.6		$	(235.8	)	$	133.0

Condensed Consolidating Statements of Operations and Comprehensive Income

For the Year Ended December 31, 2012

(In millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	—		$	2,327.7		$	824.0		$	(202.3	)	$	2,949.4
Cost of goods sold	0.2			1,799.6			629.2			(201.9		)	2,227.1
Gross profit	(0.2		)	528.1			194.8			(0.4		)	722.3
Operating expenses:
Selling, general and administrative expenses	—			374.3			132.7			—			507.0
Losses and other expenses, net	(1.7		)	1.1			3.2			(0.1		)	2.5
Restructuring charges	—			2.8			1.4			—			4.2
Income from equity method investments	(116.3		)	(17.0		)	(7.8		)	130.6			(10.5		)
Operational income from continuing operations	117.8			166.9			65.3			(130.9		)	219.1
Interest expense, net	16.6			(2.4		)	2.9			—			17.1
Other expense, net	—			—			0.3			—			0.3
Income from continuing operations before income taxes	101.2			169.3			62.1			(130.9		)	201.7
Provision for income taxes	(4.9		)	50.5			21.2			(0.1		)	66.7
Income from continuing operations	106.1			118.8			40.9			(130.8		)	135.0
Loss from discontinued operations	—			(18.5		)	(26.5		)	—			(45.0		)
Net income	$	106.1		$	100.3		$	14.4		$	(130.8	)	$	90.0
Other comprehensive income (loss)	$	6.7		$	(2.8	)	$	5.2		$	5.7		$	14.8
Comprehensive Income	$	112.8		$	97.5		$	19.6		$	(125.1	)	$	104.8

Condensed Consolidating Statements of Operations and Comprehensive Income

For the Year Ended December 31, 2011

(In millions)



	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	—		$	2,190.1		$	850.1		$	(199.3	)	$	2,840.9
Cost of goods sold	0.2			1,721.0			650.6			(200.8		)	2,171.0
Gross profit	(0.2		)	469.1			199.5			1.5			669.9
Operating expenses:
Selling, general and administrative expenses	—			327.0			149.9			—			476.9
Losses and other expenses, net	12.1			1.4			(7.8		)	—			5.7
Restructuring charges	—			10.8			1.7			—			12.5
Income from equity method investments	(135.3		)	(31.2		)	(7.1		)	164.0			(9.6		)
Operational income from continuing operations	123.0			161.1			62.8			(162.5		)	184.4
Interest expense, net	16.8			(4.0		)	4.0			—			16.8
Other expense, net	—			—			0.3			—			0.3
Income from continuing operations before income taxes	106.2			165.1			58.5			(162.5		)	167.3
Provision for income taxes	(9.8		)	46.0			19.1			0.5			55.8
Income from continuing operations	116.0			119.1			39.4			(163.0		)	111.5
Loss from discontinued operations	—			(29.8		)	6.6			—			(23.2		)
Net income	$	116.0		$	89.3		$	46.0		$	(163.0	)	$	88.3
Other comprehensive loss	$	(16.9	)	$	(22.4	)	$	(27.3	)	$	(0.7	)	$	(67.3	)
Comprehensive Income	$	99.1		$	66.9		$	18.7		$	(163.7	)	$	21.0

Condensed Consolidating Statements of Cash Flows

For the Year Ended December 31, 2013

(In millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:	$	(30.4	)	$	328.4		$	(87.7	)	$	—	$	210.3
Cash flows from investing activities:
Proceeds from the disposal of property, plant and equipment	—			2.4			—			—		2.4
Purchases of property, plant and equipment	—			(55.8		)	(22.5		)	—		(78.3		)
Net proceeds from sale of business	5.3			—			3.3			—		8.6
Net cash provided by (used in) in investing activities	5.3			(53.4		)	(19.2		)	—		(67.3		)
Cash flows from financing activities:
Short-term borrowings, net	—			—			2.0			—		2.0
Asset securitization borrowings	—			—			330.0			—		330.0
Asset securitization payments	—			—			(200.0		)	—		(200.0		)
Long-term debt payments	—			(0.7		)	(0.3		)	—		(1.0		)
Borrowings from revolving credit facility	1,425.5			—			—			—		1,425.5
Payments on revolving credit facility	(1,543.5		)	—			—			—		(1,543.5		)
Proceeds from employee stock purchases	1.8			—			—			—		1.8
Additional investment in subsidiary	—			—			(0.5		)	—		(0.5		)
Repurchases of common stock	(125.0		)	—			—			—		(125.0		)
Repurchases of common stock to satisfy employee withholding tax obligations	(12.0		)	—			—			—		(12.0		)
Excess tax benefits related to share-based payments	6.5			—			—			—		6.5
Intercompany debt	(26.8		)	12.3			14.5			—		—
Intercompany financing	332.7			(289.5		)	(43.2		)	—		—
Cash dividends paid	(34.0		)	—			—			—		(34.0		)
Net cash provided by (used in) in financing activities	25.2			(277.9		)	102.5			—		(150.2		)
Increase (decrease) in cash and cash equivalents	0.1			(2.9		)	(4.4		)	—		(7.2		)
Effect of exchange rates on cash and cash equivalents	—			—			(6.6		)	—		(6.6		)
Cash and cash equivalents, beginning of year	1.0			13.4			37.4			—		51.8
Cash and cash equivalents, end of year	$	1.1		$	10.5		$	26.4		$	—	$	38.0

Condensed Consolidating Statements of Cash Flows

For the Year Ended December 31, 2012

(In millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:	$	20.7		$	207.3		$	(6.6	)	$	—	$	221.4
Cash flows from investing activities:
Proceeds from the disposal of property, plant and equipment	—			0.1			—			—		0.1
Purchases of property, plant and equipment	—			(37.7		)	(12.5		)	—		(50.2		)
Net proceeds from sale of business	—			10.1			—			—		10.1
Net cash used in discontinued operations	—			(0.5		)	0.1			—		(0.4		)
Net cash used in investing activities	—			(28.0		)	(12.4		)	—		(40.4		)
Cash flows from financing activities:
Short-term borrowings, net	—			—			0.2			—		0.2
Asset securitization borrowings	—			—			645.0			—		645.0
Asset securitization payments	—			—			(615.0		)	—		(615.0		)
Long-term debt payments	—			(0.7		)	(0.4		)	—		(1.1		)
Borrowings from revolving credit facility	967.0			—			—			—		967.0
Payments on revolving credit facility	(1,075.0		)	—			—			—		(1,075.0		)
Proceeds from stock option exercises	0.8			—			—			—		0.8
Repurchases of common stock	(50.1		)	—			—			—		(50.1		)
Repurchases of common stock to satisfy employee withholding tax obligations	(7.8		)	—			—			—		(7.8		)
Excess tax benefits related to share-based payments	3.5			—			—			—		3.5
Intercompany debt	2.4			(4.0		)	1.6			—		—
Intercompany financing activity	186.1			(170.9		)	(15.2		)	—		—
Cash dividends paid	(47.6		)	—			—			—		(47.6		)
Net cash provided by (used in) financing activities	(20.7		)	(175.6		)	16.2			—		(180.1		)
Increase (decrease) in cash and cash equivalents	—			3.7			(2.8		)	—		0.9
Effect of exchange rates on cash and cash equivalents	—			—			5.9			—		5.9
Cash and cash equivalents, beginning of year	1.0			9.7			34.3			—		45.0
Cash and cash equivalents, end of year	$	1.0		$	13.4		$	37.4		$	—	$	51.8

Condensed Consolidating Statements of Cash Flows

For the Year Ended December 31, 2011

(In millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:	$	(2.6	)	$	18.0		$	60.8		$	—	$	76.2
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	—			(34.2		)	(7.2		)	—		(41.4		)
Net proceeds from sale of businesses	—			—			0.6			—		0.6
Acquisition of businesses	—			(147.7		)	—			—		(147.7		)
Change in restricted cash	—			—			12.2			—		12.2
Net cash used in discontinued operations	—			(1.5		)	(0.2		)	—		(1.7		)
Net cash provided by (used in) investing activities	—			(183.3		)	5.5			—		(177.8		)
Cash flows from financing activities:
Short-term borrowings, net	—			—			3.8			—		3.8
Asset securitization borrowings	—			—			345.0			—		345.0
Asset securitization payments	—			—			(345.0		)	—		(345.0		)
Long-term debt payments	—			(0.8		)	(0.1		)	—		(0.9		)
Borrowings from revolving credit facility	1,539.5			—			—			—		1,539.5
Payments on revolving credit facility	(1,396.5		)	—			—			—		(1,396.5		)
Proceeds from stock option exercises	2.5			—			—			—		2.5
Payments of deferred financing costs	(2.2		)	—			—			—		(2.2		)
Repurchases of common stock	(119.7		)	—			—			—		(119.7		)
Repurchases of common stock to satisfy employee withholding tax obligations	(3.3		)	—			—			—		(3.3		)
Excess tax benefits related to share-based payments	1.4			—			—			—		1.4
Intercompany debt	115.1			(8.1		)	(107.0		)	—		—
Intercompany financing activity	(177.8		)	169.2			8.6			—		—
Cash dividends paid	(36.5		)	—			—			—		(36.5		)
Net cash provided by (used in) financing activities	(77.5		)	160.3			(94.7		)	—		(11.9		)
Decrease in cash and cash equivalents	(80.1		)	(5.0		)	(28.4		)	—		(113.5		)
Effect of exchange rates on cash and cash equivalents	—			—			(1.5		)	—		(1.5		)
Cash and cash equivalents, beginning of year	81.1			14.7			64.2			—		160.0
Cash and cash equivalents, end of year	$	1.0		$	9.7		$	34.3		$	—	$	45.0