19.	GUARANTOR INFORMATION

Axiall Corporation is primarily a holding company for its 100-percent and majority owned subsidiaries. Payment obligations under the indentures for the 4.875 Notes issued by Axiall Corporation, the 4.625 Notes issued by Spinco and the Term Loan Credit Agreement under which Axiall Holdco is the borrower, as described in Note 10 of the notes to the unaudited condensed consolidated financial statements, are guaranteed by each of Axiall Corporation’s 100-percent owned domestic subsidiaries (including Spinco in the case of the 4.875 Notes), other than certain excluded subsidiaries. Axiall Corporation is also a guarantor under the 4.625 Notes issued by Spinco, and the Term Loan Credit Agreement.

As of September 30, 2015, payment obligations under the indenture for the 4.875 Notes issued by Axiall Corporation are guaranteed by Axiall Noteco, Inc., Axiall Holdco, Inc., Axiall, LLC, Georgia Gulf Lake Charles, LLC, Royal Building Products (USA) Inc., Royal Window and Door Profiles Plant 13 Inc., Royal Window and Door Profiles Plant 14 Inc., Plastic Trends, Inc., Royal Group Sales (USA) Limited, Rome Delaware Corporation, Royal Plastics Group (U.S.A.) Limited, PHH Monomers, LLC, Eagle Holdco 3 LLC, Eagle US 2 LLC, Axiall Ohio, Inc., Eagle Natrium LLC, and Eagle Pipeline, Inc. (collectively, the “Guarantor Subsidiaries”) and Spinco. As of September 30, 2015, payment obligations under the indenture for the 4.625 percent Notes issued by Spinco are guaranteed by Axiall Corporation and each of the Guarantor Subsidiaries. Royal Mouldings Limited and Exterior Portfolio, LLC, entities that previously were identified as Guarantor Subsidiaries, were merged into Royal Building Products (USA) Inc., another of the Guarantor Subsidiaries, during the nine months ended September 30, 2015, and Royal Building Products (USA) Inc. was the surviving entity in those mergers.

Each of Spinco and the Guarantor Subsidiaries is a direct or indirect 100-percent owned subsidiary of Axiall Corporation. The guarantees made by each of Axiall Corporation, Spinco and the other Guarantor Subsidiaries are full, unconditional and joint and several. Except as disclosed in Note 10 of the notes to the unaudited condensed consolidated financial statements, there are no restrictions on the ability of Axiall Corporation, Spinco or any other Guarantor Subsidiary to obtain funds from any of its direct or indirect 100-percent owned subsidiaries through dividends, loans or advances as a result of the issuance of the 4.625 Notes or the 4.875 Notes. Separate financial statements and other disclosures with respect to Spinco or the Guarantor Subsidiaries have not been provided as management believes the following information is sufficient. Investments in subsidiaries in the guarantor financial statements reflect investments in 100-percent owned entities within Axiall under the equity accounting method. This presentation of Spinco, the Guarantor Subsidiaries and the non‑guarantor subsidiaries of Axiall Corporation (the “Non‑Guarantor Subsidiaries”) is not included to present the Company’s financial condition, results of operations or cash flows for any purpose other than to comply with the specific requirements for subsidiary issuer and subsidiary guarantor reporting.

The following tables present the (i) guarantor condensed consolidating balance sheets as of September 30, 2015 and December 31, 2014, (ii) guarantor condensed consolidating statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2015 and 2014, and (iii) guarantor condensed consolidating statements of cash flows for the nine months ended September 30, 2015 and 2014, of each of Axiall Corporation (as parent issuer), Spinco (as subsidiary issuer), the Guarantor Subsidiaries (which excludes Spinco), the Guarantor Subsidiaries, including Spinco (which also includes entries necessary to eliminate Spinco’s investment in such Guarantor Subsidiaries and other intercompany account balances) and the Non‑Guarantor Subsidiaries.

AXIALL CORPORATION

Guarantor Condensed Consolidating Balance Sheet

As of September 30, 2015

(Unaudited)

(In millions)	Parent Company (a)		Eagle Spinco Inc.		Guarantor Subsidiaries Excluding Eagle Spinco Inc.		Guarantor Subsidiaries Including Eagle Spinco Inc. (b)		Non-Guarantor Subsidiaries (c)		Eliminations (d)			Consolidated (a)+(b)+(c)+(d)
Assets:
Cash and cash equivalents	$	-	$	-	$	182.4	$	182.4	$	58.1	$	-		$	240.5
Receivables, net of allowance for doubtful accounts		15.5		-		394.7		374.7		94.6		(38.2	)		446.6
Inventories		-		-		247.4		247.4		89.9		-			337.3
Prepaid expenses and other		0.7		-		29.2		29.2		6.6		(0.4	)		36.1
Deferred income taxes		3.1		0.6		27.5		27.5		-		-			30.6
Current assets of discontinued operations		-		-		57.4		57.4		-		-			57.4
Total current assets		19.3		0.6		938.6		918.6		249.2		(38.6	)		1,148.5
Property, plant and equipment, net		11.2		-		1,352.1		1,352.1		240.4		-			1,603.7
Long-term receivables—affiliates		900.0		-		-		-		-		(900.0	)		-
Goodwill		-		-		723.2		723.2		148.5		-			871.7
Customer relationships, net		-		-		836.8		836.8		130.6		-			967.4
Other intangible assets, net		-		-		64.5		64.5		0.2		-			64.7
Other assets, net		15.9		10.1		42.0		52.0		4.5		-			72.4
Investment in subsidiaries		1,267.3		1,865.2		493.6		493.6		-		(1,760.9	)		-
Total assets	$	2,213.7	$	1,875.9	$	4,450.8	$	4,440.8	$	773.4	$	(2,699.5	)	$	4,728.4
Liabilities and Equity:
Current portion of long-term debt	$	-	$	-	$	2.5	$	2.5	$	-	$	-		$	2.5
Accounts payable		30.3		35.3		220.6		236.0		39.7		(38.2	)		267.8
Interest payable		8.6		4.2		-		4.2		-		-			12.8
Income taxes payable		-		-		15.8		15.8		-		(0.4	)		15.4
Accrued compensation		7.3		-		25.8		25.8		11.1		-			44.2
Other accrued liabilities		15.3		-		58.0		58.0		35.7		-			109.0
Current liabilities of discontinued operations		-		-		32.4		32.4		-		-			32.4
Total current liabilities		61.5		39.5		355.1		374.7		86.5		(38.6	)		484.1
Long-term debt, excluding the current portion of long-term debt		450.0		688.0		243.0		931.0		-		-			1,381.0
Long-term payables—affiliates		-		900.0		-		900.0		-		(900.0	)		-
Lease financing obligation		-		-		-		-		82.2		-			82.2
Deferred income taxes		16.2		-		656.1		655.4		32.2		-			703.8
Pension and other post-retirement benefits		4.2		-		188.9		188.9		9.4		-			202.5
Other non-current liabilities		24.8		-		114.8		114.8		9.3		(7.0	)		141.9
Total liabilities		556.7		1,627.5		1,557.9		3,164.8		219.6		(945.6	)		2,995.5
Equity:
Total Axiall stockholders’ equity		1,657.0		248.4		2,892.9		1,276.0		477.9		(1,753.9	)		1,657.0
Noncontrolling interest		-		-		-		-		75.9		-			75.9
Total equity		1,657.0		248.4		2,892.9		1,276.0		553.8		(1,753.9	)		1,732.9
Total liabilities and equity	$	2,213.7	$	1,875.9	$	4,450.8	$	4,440.8	$	773.4	$	(2,699.5	)	$	4,728.4

AXIALL CORPORATION

Guarantor Condensed Consolidating Balance Sheet

As of December 31, 2014

(Unaudited)

(In millions)	Parent Company (a)		Eagle Spinco Inc.		Guarantor Subsidiaries Excluding Eagle Spinco Inc.		Guarantor Subsidiaries Including Eagle Spinco Inc. (b)		Non-Guarantor Subsidiaries (c)		Eliminations (d)			Consolidated (a)+(b)+(c)+(d)
Assets:
Cash and cash equivalents	$	-	$	-	$	78.2	$	78.2	$	88.6	$	-		$	166.8
Receivables, net of allowance for doubtful accounts		162.8		-		473.3		457.5		71.4		(261.1	)		430.6
Inventories		-		-		225.2		225.2		96.7		-			321.9
Prepaid expenses and other		0.1		-		83.0		83.0		6.6		-			89.7
Deferred income taxes		3.1		-		24.9		24.9		-		-			28.0
Current assets of discontinued operations		-		-		68.2		68.2		-		-			68.2
Total current assets		166.0		-		952.8		937.0		263.3		(261.1	)		1,105.2
Property, plant and equipment, net		12.0		-		1,338.1		1,338.1		286.0		-			1,636.1
Long-term receivables—affiliates		1,292.9		-		-		-		-		(1,292.9	)		-
Goodwill		-		-		1,493.7		1,493.7		247.3		-			1,741.0
Customer relationships, net		-		-		877.9		877.9		146.6		-			1,024.5
Other intangible assets, net		-		-		67.8		67.8		0.3		-			68.1
Non-current assets of discontinued operations		-		-		29.6		29.6		-		-			29.6
Other assets, net		17.0		12.4		31.7		44.0		9.4		(0.6	)		69.8
Investment in subsidiaries		1,682.7		2,831.2		290.5		290.5		-		(1,973.2	)		-
Total assets	$	3,170.6	$	2,843.6	$	5,082.1	$	5,078.6	$	952.9	$	(3,527.8	)	$	5,674.3
Liabilities and Equity:
Current portion of long-term debt	$	-	$	2.8	$	-	$	2.8	$	-	$	-		$	2.8
Accounts payable		97.2		178.6		218.9		381.6		46.9		(261.1	)		264.6
Interest payable		3.0		12.2		-		12.2		-		-			15.2
Income taxes payable		-		-		0.9		0.9		2.2		-			3.1
Accrued compensation		-		-		25.0		25.0		8.3		-			33.3
Other accrued liabilities		14.3		-		88.9		88.9		29.3		-			132.5
Current liabilities of discontinued operations		-		-		32.6		32.6		-		-			32.6
Total current liabilities		114.5		193.6		366.3		544.0		86.7		(261.1	)		484.1
Long-term debt, excluding the current portion of long-term debt		450.0		877.8		-		877.8		-		-			1,327.8
Long-term payables—affiliates		-		900.0		-		900.0		392.9		(1,292.9	)		-
Lease financing obligation		-		-		-		-		94.2		-			94.2
Deferred income taxes		10.0		-		720.4		720.4		37.7		(0.6	)		767.5
Pension and other post-retirement benefits		4.4		-		235.7		235.7		10.4		-			250.5
Non-current liabilities of discontinued operations		-		-		3.8		3.8		-		-			3.8
Other non-current liabilities		110.6		-		114.9		114.9		9.0		(77.1	)		157.4
Total liabilities		689.6		1,971.4		1,441.1		3,396.6		630.9		(1,631.7	)		3,085.3
Equity:
Total Axiall stockholders’ equity		2,481.1		872.2		3,641.0		1,682.0		214.1		(1,896.1	)		2,481.1
Noncontrolling interest		-		-		-		-		107.9		-			107.9
Total equity		2,481.1		872.2		3,641.0		1,682.0		322.0		(1,896.1	)		2,589.0
Total liabilities and equity	$	3,170.6	$	2,843.6	$	5,082.1	$	5,078.6	$	952.9	$	(3,527.8	)	$	5,674.3

AXIALL CORPORATION

Guarantor Condensed Consolidating Statement of Operations and

Comprehensive Income (Loss)

For the Three Months Ended September 30, 2015

(Unaudited)

(In millions)	Parent Company (a)			Eagle Spinco Inc.			Guarantor Subsidiaries Excluding Eagle Spinco Inc.			Guarantor Subsidiaries Including Eagle Spinco Inc. (b)			Non-Guarantor Subsidiaries (c)			Eliminations (d)			Consolidated (a)+(b)+(c)+(d)
Net sales	$	-		$	-		$	732.7		$	732.7		$	194.3		$	(52.6	)	$	874.4
Operating costs and expenses:
Cost of sales		-			-			651.9			651.9			157.6			(52.6	)		756.9
Selling, general and administrative expenses		8.8			-			43.6			43.6			16.2			-			68.6
Integration-related costs and other, net		1.5			-			0.9			0.9			-			-			2.4
Restructuring and divestiture costs		6.6			-			(0.3	)		(0.3	)		3.7			-			10.0
Goodwill impairment charges		-			-			770.5			770.5			77.3			-			847.8
Total operating costs and expenses		16.9			-			1,466.6			1,466.6			254.8			(52.6	)		1,685.7
Operating loss		(16.9	)		-			(733.9	)		(733.9	)		(60.5	)		-			(811.3	)
Other expense:
Interest income (expense), net		4.5			(20.1	)		(2.3	)		(22.3	)		(1.8	)		-			(19.6	)
Foreign exchange loss		-			-			-			-			(0.5	)		-			(0.5	)
Equity in income (loss) of subsidiaries		(755.3	)		(815.9	)		(37.0	)		(37.0	)		-			792.3			-
Loss from continuing operations before income taxes		(767.7	)		(836.0	)		(773.2	)		(793.2	)		(62.8	)		792.3			(831.4	)
Provision for (benefit from) income taxes		1.9			3.6			(36.6	)		(33.1	)		(2.7	)		-			(33.9	)
Loss from continuing operations		(769.6	)		(839.6	)		(736.6	)		(760.1	)		(60.1	)		792.3			(797.5	)
Discontinued operations:
Income from discontinued operations		-			-			11.0			11.0			-			-			11.0
Provision for income taxes of discontinued operations		-			-			6.0			6.0			-			-			6.0
Net income from discontinued operations		-			-			5.0			5.0			-			-			5.0
Consolidated net loss		(769.6	)		(839.6	)		(731.6	)		(755.1	)		(60.1	)		792.3			(792.5	)
Less: net loss attributable to noncontrolling interest		-			-			-			-			(22.9	)		-			(22.9	)
Net loss attributable to Axiall	$	(769.6	)	$	(839.6	)	$	(731.6	)	$	(755.1	)	$	(37.2	)	$	792.3		$	(769.6	)

Comprehensive loss attributable to Axiall	$	(780.9	)	$	(831.2	)	$	(742.9	)	$	(766.4	)	$	(76.5	)	$	842.9		$	(780.9	)

AXIALL CORPORATION

Guarantor Condensed Consolidating Statement of Operations and

Comprehensive Income (Loss)

For the Three Months Ended September 30, 2014

(Unaudited)

(In millions)	Parent Company (a)			Eagle Spinco Inc.			Guarantor Subsidiaries Excluding Eagle Spinco Inc.			Guarantor Subsidiaries Including Eagle Spinco Inc. (b)			Non-Guarantor Subsidiaries (c)			Eliminations (d)			Consolidated (a)+(b)+(c)+(d)
Net sales	$	-		$	-		$	876.6		$	876.6		$	236.9		$	(66.3	)	$	1,047.2
Operating costs and expenses:
Cost of sales		-			-			763.2			763.2			191.5			(66.3	)		888.4
Selling, general and administrative expenses		12.2			-			46.6			46.6			19.7			-			78.5
Integration-related costs and other, net		2.4			-			1.5			1.5			2.9			-			6.8
Restructuring and divestiture costs		-			-			0.8			0.8			0.5			-			1.3
Total operating costs and expenses		14.6			-			812.1			812.1			214.6			(66.3	)		975.0
Operating income (loss)		(14.6	)		-			64.5			64.5			22.3			-			72.2
Other income (expense):
Interest income (expense), net		7.6			(22.0	)		0.4			(21.6	)		(5.5	)		-			(19.5	)
Foreign exchange loss		-			-			(0.2	)		(0.2	)		(0.1	)		-			(0.3	)
Equity in income (loss) of subsidiaries		49.5			(5.0	)		6.6			6.6			-			(56.1	)		-
Income (loss) from continuing operations before income taxes		42.5			(27.0	)		71.3			49.3			16.7			(56.1	)		52.4
Provision for (benefit from) income taxes		(2.0	)		(6.3	)		17.1			10.8			0.1			-			8.9
Income (loss) from continuing operations		44.5			(20.7	)		54.2			38.5			16.6			(56.1	)		43.5
Discontinued operations:
Income from discontinued operations		-			-			2.0			2.0			-			-			2.0
Provision for income taxes of discontinued operations		-			-			0.4			0.4			-			-			0.4
Net income from discontinued operations		-			-			1.6			1.6			-			-			1.6
Consolidated net income (loss)		44.5			(20.7	)		55.8			40.1			16.6			(56.1	)		45.1
Less: net income attributable to noncontrolling interest		-			-			-			-			0.6			-			0.6
Net income (loss) attributable to Axiall	$	44.5		$	(20.7	)	$	55.8		$	40.1		$	16.0		$	(56.1	)	$	44.5

Comprehensive income (loss) attributable to Axiall	$	29.3		$	(28.9	)	$	49.2		$	33.5		$	10.1		$	(43.6	)	$	29.3

AXIALL CORPORATION

Guarantor Condensed Consolidating Statement of Operations and

Comprehensive Income (Loss)

For the Nine Months Ended September 30, 2015

(Unaudited)

(In millions)	Parent Company (a)			Eagle Spinco Inc.			Guarantor Subsidiaries Excluding Eagle Spinco Inc.			Guarantor Subsidiaries Including Eagle Spinco Inc. (b)			Non-Guarantor Subsidiaries (c)			Eliminations (d)			Consolidated (a)+(b)+(c)+(d)
Net sales	$	-		$	-		$	2,225.6		$	2,225.6		$	536.6		$	(156.5	)	$	2,605.7
Operating costs and expenses:
Cost of sales		-			-			1,972.4			1,972.4			443.2			(156.5	)		2,259.1
Selling, general and administrative expenses		35.1			-			137.3			137.3			56.8			-			229.2
Integration-related costs and other, net		6.9			-			4.2			4.2			0.6			-			11.7
Restructuring and divestiture costs		7.6			-			(0.4	)		(0.4	)		4.2			-			11.4
Goodwill impairment charges		-			-			770.5			770.5			77.3			-			847.8
Total operating costs and expenses		49.6			-			2,884.0			2,884.0			582.1			(156.5	)		3,359.2
Operating loss		(49.6	)		-			(658.4	)		(658.4	)		(45.5	)		-			(753.5	)
Other expense:
Interest income (expense), net		15.0			(60.7	)		(5.1	)		(65.9	)		(7.0	)		-			(57.9	)
Foreign exchange loss		-			-			(0.2	)		(0.2	)		(0.8	)		-			(1.0	)
Debt refinancing fees		-			(0.1	)		(3.1	)		(3.2	)		-			-			(3.2	)
Equity in income (loss) of subsidiaries		(725.9	)		(828.0	)		(26.2	)		(26.2	)		-			752.1			-
Loss from continuing operations before income taxes		(760.5	)		(888.8	)		(693.0	)		(753.9	)		(53.3	)		752.1			(815.6	)
Benefit from income taxes		(0.9	)		(1.6	)		(25.8	)		(27.4	)		(1.6	)		-			(29.9	)
Loss from continuing operations		(759.6	)		(887.2	)		(667.2	)		(726.5	)		(51.7	)		752.1			(785.7	)
Discontinued operations:
Income from discontinued operations		-			-			11.6			11.6			-			-			11.6
Provision for income taxes of discontinued operations		-			-			5.3			5.3			-			-			5.3
Net income from discontinued operations		-			-			6.3			6.3			-			-			6.3
Consolidated net loss		(759.6	)		(887.2	)		(660.9	)		(720.2	)		(51.7	)		752.1			(779.4	)
Less: net loss attributable to noncontrolling interest		-			-			-			-			(19.8	)		-			(19.8	)
Net loss attributable to Axiall	$	(759.6	)	$	(887.2	)	$	(660.9	)	$	(720.2	)	$	(31.9	)	$	752.1		$	(759.6	)

Comprehensive loss attributable to Axiall	$	(790.3	)	$	(853.6	)	$	(693.7	)	$	(753.0	)	$	(108.1	)	$	861.1		$	(790.3	)

AXIALL CORPORATION

Guarantor Condensed Consolidating Statement of Operations and

Comprehensive Income (Loss)

For the Nine Months Ended September 30, 2014

(Unaudited)

(In millions)	Parent Company (a)			Eagle Spinco Inc.			Guarantor Subsidiaries Excluding Eagle Spinco Inc.			Guarantor Subsidiaries Including Eagle Spinco Inc. (b)			Non-Guarantor Subsidiaries (c)			Eliminations (d)			Consolidated (a)+(b)+(c)+(d)
Net sales	$	-		$	-		$	2,496.8		$	2,496.8		$	595.5		$	(186.5	)	$	2,905.8
Operating costs and expenses:
Cost of sales		-			-			2,217.0			2,217.0			488.9			(186.5	)		2,519.4
Selling, general and administrative expenses		33.4			-			134.6			134.6			60.5			-			228.5
Integration-related costs and other, net		11.4			-			5.6			5.6			2.9			-			19.9
Restructuring and divestiture costs		-			-			2.7			2.7			2.2			-			4.9
Total operating costs and expenses		44.8			-			2,359.9			2,359.9			554.5			(186.5	)		2,772.7
Operating income (loss)		(44.8	)		-			136.9			136.9			41.0			-			133.1
Other income (expense):
Interest income (expense), net		23.3			(65.3	)		1.4			(63.9	)		(16.3	)		-			(56.9	)
Foreign exchange gain (loss)		-			-			(0.4	)		(0.4	)		0.2			-			(0.2	)
Equity in income (loss) of subsidiaries		75.8			(41.6	)		15.3			15.3			-			(91.1	)		-
Income (loss) from continuing operations before income taxes		54.3			(106.9	)		153.2			87.9			24.9			(91.1	)		76.0
Provision for (benefit from) income taxes		(5.8	)		(17.8	)		34.4			16.6			2.0			-			12.8
Income (loss) from continuing operations		60.1			(89.1	)		118.8			71.3			22.9			(91.1	)		63.2
Discontinued operations:
Loss from discontinued operations, before tax		-			-			(0.9	)		(0.9	)		-			-			(0.9	)
Income tax benefit of discontinued operations		-			-			(0.3	)		(0.3	)		-			-			(0.3	)
Net loss from discontinued operations		-			-			(0.6	)		(0.6	)		-			-			(0.6	)
Consolidated net income (loss)		60.1			(89.1	)		118.2			70.7			22.9			(91.1	)		62.6
Less: net income attributable to noncontrolling interest		-			-			-			-			2.5			-			2.5
Net income (loss) attributable to Axiall	$	60.1		$	(89.1	)	$	118.2		$	70.7		$	20.4		$	(91.1	)	$	60.1

Comprehensive income (loss) attributable to Axiall	$	41.5		$	(137.8	)	$	71.3		$	23.7		$	15.3		$	(39.0	)	$	41.5

AXIALL CORPORATION

Guarantor Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2015

(Unaudited)

(In millions)	Parent Company (a)			Eagle Spinco Inc.			Guarantor Subsidiaries Excluding Eagle Spinco Inc.			Guarantor Subsidiaries Including Eagle Spinco Inc. (b)			Non-Guarantor Subsidiaries (c)			Eliminations (d)			Consolidated (a)+(b)+(c)+(d)
Cash provided by operating activities of continuing operations	$	51.7		$	15.4		$	143.2		$	143.1		$	20.2		$	(56.7	)	$	158.3
Cash used in operating activities of discontinued operations		-			-			(3.6	)		(3.6	)		-			-			(3.6	)
Net cash provided by operating activities		51.7			15.4			139.6			139.5			20.2			(56.7	)		154.7
Cash flows from investing activities:
Capital expenditures		(0.6	)		-			(108.0	)		(108.0	)		(7.9	)		-			(116.5	)
Proceeds from the sale of assets and other		-			-			4.6			4.6			3.4			-			8.0
Cash used in investing activities of continuing operations		(0.6	)		-			(103.4	)		(103.4	)		(4.5	)		-			(108.5	)
Cash provided by investing activities of discontinued operations		-			-			46.4			46.4			-			-			46.4
Net cash used in investing activities		(0.6	)		-			(57.0	)		(57.0	)		(4.5	)		-			(62.1	)
Cash flows from financing activities:
Issuance of long-term debt		-			-			248.8			248.8			-			-			248.8
Long-term debt payments		-			(194.4	)		(2.4	)		(196.8	)		-			-			(196.8	)
Intercompany financing		-			194.4			(194.4	)		-			-			-			-
Fees paid relating to financing activities		(0.3	)		-			(3.3	)		(3.2	)		-			-			(3.5	)
Deferred acquisition payments		(10.0	)		-			-			-			-			-			(10.0	)
Dividends paid		(34.4	)		-			-			-			-			-			(34.4	)
Distribution to noncontrolling interest		-			-			-			-			(8.4	)		-			(8.4	)
Share-based compensation plan activity		(6.4	)		-			-			-			-			-			(6.4	)
Distribution to affiliate		-			(15.4	)		(27.1	)		(27.1	)		(29.6	)		56.7			-
Net cash provided by (used in) financing activities		(51.1	)		(15.4	)		21.6			21.7			(38.0	)		56.7			(10.7	)
Effect of exchange rate changes on cash and cash equivalents		-			-			-			-			(8.2	)		-			(8.2	)
Net change in cash and cash equivalents		-			-			104.2			104.2			(30.5	)		-			73.7
Cash and cash equivalents at beginning of period		-			-			78.2			78.2			88.6			-			166.8
Cash and cash equivalents at end of period	$	-		$	-		$	182.4		$	182.4		$	58.1		$	-		$	240.5

AXIALL CORPORATION

Guarantor Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2014

(Unaudited)

(In millions)	Parent Company (a)			Eagle Spinco Inc.			Guarantor Subsidiaries Excluding Eagle Spinco Inc.			Guarantor Subsidiaries Including Eagle Spinco Inc. (b)			Non-Guarantor Subsidiaries (c)			Eliminations (d)			Consolidated (a)+(b)+(c)+(d)
Cash provided by operating activities – continuing operations	$	54.9		$	11.7		$	108.0		$	110.4		$	9.5		$	(20.8	)	$	154.0
Cash provided by operating activities – discontinued operations		-			-			7.5			7.5			-			-			7.5
Net cash provided by operating activities		54.9			11.7			115.5			117.9			9.5			(20.8	)		161.5
Cash flows from investing activities:
Capital expenditures		(6.2	)		-			(119.8	)		(119.8	)		(13.6	)		-			(139.6	)
Acquisitions, net of cash acquired		-			-			(5.8	)		(5.8	)		(0.3	)		-			(6.1	)
Proceeds from sale of assets and other		-			-			3.7			3.7			0.2			-			3.9
Cash used in investing activities – continuing operations		(6.2	)		-			(121.9	)		(121.9	)		(13.7	)		-			(141.8	)
Cash used in investing activities – discontinued operations		-			-			(6.4	)		(6.4	)		-			-			(6.4	)
Net cash used in investing activities		(6.2	)		-			(128.3	)		(128.3	)		(13.7	)		-			(148.2	)
Cash flows from financing activities:
Borrowings under ABL revolver		148.9			-			-			-			-			-			148.9
Repayments under ABL revolver		(148.9	)		-			-			-			-			-			(148.9	)
Long-term debt payments		-			(2.1	)		(0.6	)		(2.6	)		(2.3	)		-			(4.9	)
Deferred acquisition payments		(10.0	)		-			-			-			-			-			(10.0	)
Fees paid related to financing activities		(0.2	)		(0.4	)		-			(0.4	)		-			-			(0.6	)
Dividends paid		(33.8	)		-			-			-			-			-			(33.8	)
Distribution to noncontrolling interest		-			-			-			-			(7.7	)		-			(7.7	)
Share-based compensation plan activity		(4.7	)		-			-			-			-			-			(4.7	)
Distribution to affiliate		-			(9.2	)		(9.2	)		(9.2	)		(11.6	)		20.8			-
Net cash used in financing activities		(48.7	)		(11.7	)		(9.8	)		(12.2	)		(21.6	)		20.8			(61.7	)
Effect of exchange rate changes on cash and cash equivalents		-			-			-			-			(4.4	)		-			(4.4	)
Net change in cash and cash equivalents		-			-			(22.6	)		(22.6	)		(30.2	)		-			(52.8	)
Cash and cash equivalents at beginning of period		-			-			76.9			76.9			89.6			-			166.5
Cash and cash equivalents at end of period	$	-		$	-		$	54.3		$	54.3		$	59.4		$	-		$	113.7