GUARANTOR FINANCIAL INFORMATION

Products Corporation's 5.75% Senior Notes and 6.25% Senior Notes are fully and unconditionally guaranteed on a senior basis by the 5.75% Senior Notes Guarantors and the 6.25% Senior Notes Guarantors (together the "Guarantor Subsidiaries").

The following Condensed Consolidating Financial Statements present the financial information as of December 31, 2016 and December 31, 2015, and for the years ended December 31, 2016, 2015 and 2014 for (i) Products Corporation on a stand-alone basis, (ii) the Guarantor Subsidiaries on a stand-alone basis (iii) the subsidiaries of Products Corporation that do not guarantee Products Corporation's 5.75% Senior Notes and 6.25% Senior Notes (the "Non-Guarantor Subsidiaries") on a stand-alone basis; and (iv) Products Corporation, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis. The Condensed Consolidating Financial Statements are presented on the equity method, under which the investments in subsidiaries are recorded at cost and adjusted to the applicable share of the subsidiary's cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.



Condensed Consolidating Balance Sheets
As of December 31, 2016
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated

ASSETS
Cash and cash equivalents	$	20.0		$	34.3		$	132.5	$	—		$	186.8
Trade receivables, less allowances for doubtful accounts	104.6			104.8			214.5		—			423.9
Inventories	96.8			150.5			177.3		—			424.6
Prepaid expenses and other	155.3			15.1			47.2		—			217.6
Intercompany receivables	790.1			635.7			127.8		(1,553.6		)	—
Investment in subsidiaries	1,610.1			3.0			—		(1,613.1		)	—
Property, plant and equipment, net	142.1			84.0			94.4		—			320.5
Deferred income taxes	26.2			(1.1		)	111.0		—			136.1
Goodwill	188.7			251.7			249.1		—			689.5
Intangible assets, net	49.0			149.1			438.5		—			636.6
Other assets	50.8			29.4			22.9		—			103.1
Total assets	$	3,233.7		$	1,456.5		$	1,615.2	$	(3,166.7	)	$	3,138.7
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—		$	—		$	10.8	$	—		$	10.8
Current portion of long-term debt	18.0			—			0.1		—			18.1
Accounts payable	99.7			90.7			106.5		—			296.9
Accrued expenses and other	183.0			63.5			136.2		—			382.7
Intercompany payables	554.5			530.9			468.2		(1,553.6		)	—
Long-term debt	2,662.6			—			0.5		—			2,663.1
Other long-term liabilities	222.7			20.3			30.9		—			273.9
Total liabilities	3,740.5			705.4			753.2		(1,553.6		)	3,645.5
Stockholder’s deficiency	(506.8		)	751.1			862.0		(1,613.1		)	(506.8		)
Total liabilities and stockholder’s deficiency	$	3,233.7		$	1,456.5		$	1,615.2	$	(3,166.7	)	$	3,138.7



Condensed Consolidating Balance Sheets
As of December 31, 2015
	Products Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated

ASSETS
Cash and cash equivalents	$	141.5		$	93.0	$	92.4	$	—		326.9
Trade receivables, less allowances for doubtful accounts	79.7			44.5		120.7		—			244.9
Inventories	88.1			34.5		61.2		—			183.8
Prepaid expenses and other	136.9			3.3		30.5		—			170.7
Intercompany receivables	692.1			366.5		95.2		(1,153.8		)	—
Investment in subsidiaries	591.0			16.3		—		(607.3		)	—
Property, plant and equipment, net	124.8			28.1		62.4		—			215.3
Deferred income taxes	5.8			—		44.0		—			49.8
Goodwill	182.4			30.0		257.3		—			469.7
Intangible assets, net	56.6			156.7		104.7		—			318.0
Other assets	49.4			9.6		25.1		—			84.1
Total assets	$	2,148.3		$	782.5	$	893.5	$	(1,761.1	)	$	2,063.2
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—		$	—	$	11.3	$	—		11.3
Current portion of long-term debt	29.9			—		0.1		—			30.0
Accounts payable	85.3			29.2		86.8		—			201.3
Accrued expenses and other	175.1			18.9		78.4		—			272.4
Intercompany payables	360.4			401.0		392.4		(1,153.8		)	—
Long-term debt	1,783.2			—		0.5		—			1,783.7
Other long-term liabilities	206.0			0.8		49.3		—			256.1
Total liabilities	2,639.9			449.9		618.8		(1,153.8		)	2,554.8
Stockholder’s deficiency	(491.6		)	332.6		274.7		(607.3		)	(491.6		)
Total liabilities and stockholder’s deficiency	$	2,148.3		$	782.5	$	893.5	$	(1,761.1	)	$	2,063.2



Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
Twelve Months Ended December 31, 2016
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	826.6		$	596.9		$	919.4		$	(8.9	)	$	2,334.0
Cost of sales	261.4			273.5			391.1			(8.9		)	917.1
Gross profit	565.2			323.4			528.3			—			1,416.9
Selling, general and administrative expenses	467.0			245.1			439.5			—			1,151.6
Acquisition and integration costs	42.0			0.5			0.7			—			43.2
Restructuring charges and other, net	29.8			1.8			2.4			—			34.0
Impairment Charge	—			—			23.4			—			23.4
Operating income	26.4			76.0			62.3			—			164.7
Other expenses (income):													—
Intercompany interest, net	(7.9		)	0.4			7.5			—			—
Interest expense	104.6			—			0.6			—			105.2
Amortization of debt issuance costs	6.8			—			—			—			6.8
Loss on early extinguishment of debt	16.9			—			—			—			16.9
Foreign currency (gains) losses, net	4.2			(1.5		)	15.8			—			18.5
Miscellaneous, net	(56.5		)	17.3			38.6			—			(0.6		)
Other expenses (income), net	68.1			16.2			62.5			—			146.8
(Loss) income from continuing operations before income taxes	(41.7		)	59.8			(0.2		)	—			17.9
(Benefit from) provision for income taxes	(19.6		)	40.3			8.0			—			28.7
(Loss) income from continuing operations	(22.1		)	19.5			(8.2		)	—			(10.8		)
Loss from discontinued operations, net of taxes	—			—			(4.9		)	—			(4.9		)
Equity in income (loss) of subsidiaries	6.4			(9.5		)	—			3.1			—
Net (loss) income	$	(15.7	)	$	10.0		$	(13.1	)	$	3.1		$	(15.7	)
Other comprehensive (loss) income	(6.4		)	(3.6		)	(1.8		)	5.4			(6.4		)
Total comprehensive (loss) income	$	(22.1	)	$	6.4		$	(14.9	)	$	8.5		$	(22.1	)



Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
Twelve Months Ended December 31, 2015
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	1,049.4		$	340.4		$	730.7		$	(206.2	)	$	1,914.3
Cost of sales	466.0			129.4			278.6			(206.2		)	667.8
Gross profit	583.4			211.0			452.1			—			1,246.5
Selling, general and administrative expenses	495.0			131.2			367.3			—			993.5
Acquisition and integration costs	7.1			—			0.9			—			8.0
Restructuring charges and other, net	6.6			0.4			3.5			—			10.5
Impairment Charge	9.7			—			—			—			9.7
Operating income	65.0			79.4			80.4			—			224.8
Other expenses (income):
Intercompany interest, net	(8.2		)	(0.1		)	8.3			—			—
Interest expense	82.5			—			0.8			—			83.3
Amortization of debt issuance costs	5.7			—			—			—			5.7
Foreign currency (gains) losses, net	0.4			(0.6		)	15.9			—			15.7
Miscellaneous, net	(54.2		)	(0.1		)	54.7			—			0.4
Other expenses (income), net	26.2			(0.8		)	79.7			—			105.1
Income (loss) from continuing operations before income taxes	38.8			80.2			0.7			—			119.7
Provision for income taxes	16.0			36.2			2.2			—			54.4
(Loss) income from continuing operations	22.8			44.0			(1.5		)	—			65.3
Income (loss) from discontinued operations, net of taxes	—			—			(3.2		)	—			(3.2		)
Equity in income of subsidiaries	39.3			43.1			—			(82.4		)	—
Net income (loss)	$	62.1		$	87.1		$	(4.7	)	$	(82.4	)	$	62.1
Other comprehensive (loss) income	(2.1		)	(1.5		)	(18.8		)	20.3			(2.1		)
Total comprehensive income (loss)	$	60.0		$	85.6		$	(23.5	)	$	(62.1	)	$	60.0



Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income
Twelve Months Ended December 31, 2014
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	1,001.1		$	356.8		$	771.5		$	(188.4	)	$	1,941.0
Cost of sales	430.5			146.9			279.3			(188.4		)	668.3
Gross profit	570.6			209.9			492.2			—			1,272.7
Selling, general and administrative expenses	466.6			133.3			399.8			—			999.7
Acquisition and integration costs	6.4			—			—			—			6.4
Restructuring charges and other, net	2.9			3.3			15.1			—			21.3
Operating income	94.7			73.3			77.3			—			245.3
Other expenses (income):
Intercompany interest, net	(8.0		)	(0.4		)	8.4			—			—
Interest expense	83.6			0.1			0.7			—			84.4
Amortization of debt issuance costs	5.5			—			—			—			5.5
Loss on extinguishment of debt, net	2.0			—			—			—			2.0
Foreign currency (gains) losses, net	(3.1		)	(0.1		)	28.2			—			25.0
Miscellaneous, net	(48.0		)	(8.2		)	57.4			—			1.2
Other expenses (income), net	32.0			(8.6		)	94.7			—			118.1
Income (loss) from continuing operations before income taxes	62.7			81.9			(17.4		)	—			127.2
Provision for income taxes	85.8			(8.4		)	3.8			—			81.2
(Loss) income from continuing operations	(23.1		)	90.3			(21.2		)	—			46.0
Income from discontinued operations, net of taxes	0.2			—			1.1			—			1.3
Equity in income of subsidiaries	70.2			1.5			—			(71.7		)	—
Net income (loss)	$	47.3		$	91.8		$	(20.1	)	$	(71.7	)	$	47.3
Other comprehensive (loss) income	(93.4		)	9.3			(15.8		)	6.5			(93.4		)
Total comprehensive (loss) income	$	(46.1	)	$	101.1		$	(35.9	)	$	(65.2	)	$	(46.1	)



Condensed Consolidating Statement of Cash Flows
Twelve Months Ended December 31, 2016
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	85.1		$	(56.8	)	$	85.9		$	—	$	114.2
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(38.6		)	(5.4		)	(15.3		)	—		(59.3		)
Business acquisitions, net of cash acquired	(993.2		)	—			(35.5		)	—		(1,028.7		)
Proceeds from the sale of certain assets	0.1			0.4			—			—		0.5
Net cash used in investing activities	(1,031.7		)	(5.0		)	(50.8		)	—		(1,087.5		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in short-term borrowings and overdraft	(11.1		)	3.5			7.6			—		—
Prepayments under the Acquisition Term Loan	(15.1		)	—			—			—		(15.1		)
Prepayments under the 2011 Term Loan	(11.5		)	—			—			—		(11.5		)
Repayment of Acquisition Term Loan	(658.6		)	—			—			—		(658.6		)
Repayment of 2011 Term Loan	(651.4		)	—			—			—		(651.4		)
Borrowings under the 2016 Term Loan Facility	1,791.0			—			—			—		1,791.0
Repayments under the 2016 Term Loan Facility	(4.5		)	—			—			—		(4.5		)
Proceeds from the issuance of 6.25% Senior Notes	450.0			—			—			—		450.0
Payment of financing costs	(61.6		)	—			—			—		(61.6		)
Other financing activities	(2.1		)	—			(0.4		)	—		(2.5		)
Net cash provided by financing activities	825.1			3.5			7.2			—		835.8
Effect of exchange rate changes on cash and cash equivalents	—			(0.4		)	(2.2		)	—		(2.6		)
Net (decrease) increase in cash and cash equivalents	(121.5		)	(58.7		)	40.1			—		(140.1		)
Cash and cash equivalents at beginning of period	141.5			93.0			92.4			—		326.9
Cash and cash equivalents at end of period	$	20.0		$	34.3		$	132.5		$	—	$	186.8



Condensed Consolidating Statement of Cash Flows
Twelve Months Ended December 31, 2015
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	89.1		$	7.9		$	58.3		$	—	$	155.3
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(29.5		)	(5.5		)	(13.3		)	—		(48.3		)
Business acquisitions, net of cash and cash required	(8.1		)	—			(33.6		)	—		(41.7		)
Proceeds from the sale of certain assets	3.5			2.7			—			—		6.2
Net cash used in investing activities	(34.1		)	(2.8		)	(46.9		)	—		(83.8		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings and overdraft	17.3			—			5.7			—		23.0
Repayments under the Acquisition Term Loan	(19.3		)	—			—			—		(19.3		)
Prepayments under the 2011 Term Loan	(12.1		)	—			—			—		(12.1		)
Other financing activities	(3.6		)	—			(0.1		)	—		(3.7		)
Net cash (used in) provided by financing activities	(17.7		)	—			5.6			—		(12.1		)
Effect of exchange rate changes on cash and cash equivalents	—			(0.2		)	(7.6		)	—		(7.8		)
Net increase in cash and cash equivalents	37.3			4.9			9.4			—		51.6
Cash and cash equivalents at beginning of period	104.2			88.1			83.0			—		275.3
Cash and cash equivalents at end of period	$	141.5		$	93.0		$	92.4		$	—	$	326.9



Condensed Consolidating Statement of Cash Flows
Twelve Months Ended December 31, 2014
	Products Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	77.3		$	78.0		$	18.7		$	—	$	174.0
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(40.3		)	(2.4		)	(12.8		)	—		(55.5		)
Proceeds from the sale of certain assets	—			—			3.4			—		3.4
Net cash used in investing activities	(40.3		)	(2.4		)	(9.4		)	—		(52.1		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in short-term borrowings and overdraft	(4.2		)	(1.9		)	1.4			—		(4.7		)
Repayment of Non-Contributed Loan	(58.4		)	—			—			—		(58.4		)
Repayments under the Acquisition Term Loan	(7.0		)	—			—			—		(7.0		)
Payment of financing costs	(1.8		)	—			—			—		(1.8		)
Other financing activities	(2.7		)	—			(0.5		)	—		(3.2		)
Net cash (used in) provided by financing activities	(74.1		)	(1.9		)	0.9			—		(75.1		)
Effect of exchange rate changes on cash and cash equivalents	—			(0.1		)	(15.5		)	—		(15.6		)
Net (decrease) increase in cash and cash equivalents	(37.1		)	73.6			(5.3		)	—		31.2
Cash and cash equivalents at beginning of period	141.3			14.5			88.3			—		244.1
Cash and cash equivalents at end of period	$	104.2		$	88.1		$	83.0		$	—	$	275.3