MERGER WITH THE PPG CHEMICALS BUSINESS (Tables)

12 Months Ended

Dec. 31, 2014

MERGER WITH THE PPG CHEMICALS BUSINESS

Schedule of allocation of the purchase price to assets acquired and liabilities assumed

(In millions)	Amounts Recognized as of the Acquisition Date			Measurement Period Adjustments (1)			Final Allocation as of December 31, 2013
Cash and cash equivalents	$	26.7		$	-		$	26.7
Receivables		236.7			(2.4	)		234.3
Inventories		72.0			5.1			77.1
Prepaid expenses and other		11.9			(4.3	)		7.6
Property, plant and equipment		957.3			(30.4)	(2)		926.9
Goodwill		1,454.3			118.4			1,572.7
Intangible assets		1,224.2			(18.4)	(3)		1,205.8
Other assets		42.5			(0.3	)		42.2
Accounts payable		(97.8	)		1.2			(96.6	)
Income taxes payable		(4.7	)		-			(4.7	)
Accrued compensation		(20.6	)		-			(20.6	)
Other accrued taxes		(12.1	)		11.9			(0.2	)
Other accrued liabilities		(58.0	)		(4.5	)		(62.5	)
Deferred income taxes		(614.9	)		(66.5)	(4)		(681.4	)
Pensions and other postretirement benefits		(279.0	)		26.7	(5)		(252.3	)
Other non-current liabilities		(67.9	)		(10.6	)		(78.5	)
Debt assumed		(967.0	)		-			(967.0	)
Noncontrolling interest		(130.3	)		0.3			(130.0	)
Total net assets acquired	$	1,773.3		$	26.2	(6)	$	1,799.5	(7)

(1)	The measurement period adjustments did not have a significant impact on our consolidated net income for the quarters within the year ended December 31, 2013. Therefore, we did not retrospectively adjust those prior periods.
(2)	Primarily consists of the adjustments to the fair value of location-specific property, plant and equipment.
(3)	Primarily consists of the fair value of supply contracts, offset by adjustments to customer relationship intangible assets.
(4)	Deferred income taxes resulting from the revaluation of acquired assets and liabilities.
(5)	Primarily relates to the fair value of pension related assets that were transferred with the Merger and the resulting impact on the funded status of the pension liability.

(6)

Primarily relates to additional consideration based on the final funding status of certain pension plans, partly offset by a favorable net working capital settlement.

(7)

During the year ended December 31, 2014, the Company recorded an immaterial correction of an error related to the overstatement of certain assets and deferred tax liabilities recorded in connection with the acquisition accounting for the Merged Business that were outside of the measurement period. The Company recognized a $0.7 million decrease in the fair value of acquired net assets and a $0.7 million increase to goodwill on the consolidated balance sheet subsequent to the final purchase price allocation as of December 31, 2013. See Note 6 of the Notes to the Consolidated Financial Statements.

Schedule of pro forma information

	Year Ended December 31,
(In millions, except per share data)	2013			2012
Net sales	$	4,773.7		$	4,977.4
Net income attributable to Axiall	$	162.7	(1)	$	271.8	(2)
Net income per share attributable to Axiall:
Basic	$	2.33		$	3.88
Diluted	$	2.31		$	3.87

(1)	In addition to the normal pro forma adjustments associated with the Merger, this amount excludes: (i) the $25.9 million gain on acquisition of controlling interest in PHH; (ii) $13.4 million related to the inventory fair value acquisition accounting adjustment; and (iii) $11.0 million related to the expensing of financing fees related to a $688.0 million bridge loan used in the Transactions.
(2)	In addition to the normal pro forma adjustments associated with the Merger, this amount includes: (i) the $25.9 million gain on acquisition of controlling interest in PHH; (ii) $13.4 million related to the inventory fair value acquisition accounting adjustment; and (iii) $11.0 million related to the expensing of financing fees related to a $688.0 million bridge loan used in the Transactions.