16. 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 Spinco is the borrower, as described in Note 7 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 March 31, 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 Mouldings Limited, Royal Window and Door Profiles Plant 13 Inc., Royal Window and Door Profiles Plant 14 Inc., Exterior Portfolio, LLC, 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 March 31, 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.

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 7 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 (i) guarantor condensed consolidating balance sheets as of March 31, 2015 and December 31, 2014, (ii) guarantor condensed consolidating statements of operations and comprehensive income (loss) for the three months ended March 31, 2015 and 2014, and (iii) guarantor condensed consolidating statements of cash flows for the three months ended March 31, 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
March 31, 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	$	-	$	-	$	76.3	$	76.3	$	58.4	$	-		$	134.7
Receivables, net of allowance for doubtful accounts		367.0		-		745.6		718.8		77.2		(684.5	)		478.5
Inventories		-		-		311.6		311.6		107.5		-			419.1
Prepaid expenses and other		0.5		-		48.4		48.4		11.2		-			60.1
Deferred income taxes		3.1		-		29.4		29.4		-		-			32.5

Total current assets		370.6		-		1,211.3		1,184.5		254.3		(684.5	)		1,124.9
Property, plant and equipment, net		11.7		-		1,367.2		1,367.2		262.8		-			1,641.7
Long-term receivables—affiliates		900.6		-		-		-		-		(900.6	)		-
Goodwill		-		-		1,493.7		1,493.7		237.6		-			1,731.3
Customer relationships, net		-		-		864.2		864.2		142.2		-			1,006.4
Other intangible assets, net		-		-		66.7		66.7		0.3		-			67.0
Other assets, net		16.7		11.5		39.0		49.8		4.9		-			71.4
Investment in subsidiaries		1,974.2		2,839.7		568.5		568.5		-		(2,542.7	)		-

Total assets	$	3,273.8	$	2,851.2	$	5,610.6	$	5,594.6	$	902.1	$	(4,127.8	)	$	5,642.7


Liabilities and Equity:
Current portion of long-term debt	$	-	$	-	$	2.5	$	2.5	$	-	$	-		$	2.5
Accounts payable		317.6		393.7		268.7		635.6		47.6		(684.5	)		316.3
Interest payable		8.6		4.2		-		4.1		-		-			12.7
Income taxes payable		-		-		2.2		2.2		3.2		-			5.4
Accrued compensation		-		-		15.7		15.7		6.7		-			22.4
Other accrued liabilities		15.1		-		71.3		71.3		30.3		-			116.7

Total current liabilities		341.3		397.9		360.4		731.4		87.8		(684.5	)		476.0
Long-term debt, excluding the current portion of long-term debt		450.0		688.0		244.0		932.0		-		-			1,382.0
Long-term payables—affiliates		-		900.0		-		900.0		0.6		(900.6	)		-
Lease financing obligation		-		-		-		-		86.4		-			86.4
Deferred income taxes		16.2		-		705.2		704.6		36.3		-			757.1
Pension and other post retirement benefits		4.1		-		231.7		231.7		10.0		-			245.8
Other non-current liabilities		27.7		-		121.5		121.5		9.4		(8.6	)		150.0

Total liabilities		839.3		1,985.9		1,662.8		3,621.2		230.5		(1,593.7	)		3,097.3
Equity:
Total Axiall stockholders' equity		2,434.5		865.3		3,947.8		1,973.4		560.7		(2,534.1	)		2,434.5
Noncontrolling interest		-		-		-		-		110.9		-			110.9

Total equity		2,434.5		865.3		3,947.8		1,973.4		671.6		(2,534.1	)		2,545.4

Total liabilities and equity	$	3,273.8	$	2,851.2	$	5,610.6	$	5,594.6	$	902.1	$	(4,127.8	)	$	5,642.7

AXIALL CORPORATION
Guarantor Condensed Consolidating Balance Sheet
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		-		509.7		493.9		71.4		(261.1	)		467.0
Inventories		-		-		257.0		257.0		96.7		-			353.7
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

Total current assets		166.0		-		952.8		937.0		263.3		(261.1	)		1,105.2
Property, plant and equipment, net		12.0		-		1,367.7		1,367.7		286.0		-			1,665.7
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
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		249.8		412.5		46.9		(261.1	)		295.5
Interest payable		3.0		12.2		-		12.2		-		-			15.2
Income taxes payable		-		-		0.9		0.9		2.2		-			3.1
Accrued compensation		-		-		25.3		25.3		8.3		-			33.6
Other accrued liabilities		14.3		-		90.3		90.3		29.3		-			133.9

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
Other non-current liabilities		110.6		-		118.7		118.7		9.0		(77.1	)		161.2

Total liabilities		689.5		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 Loss
Three Months Ended March 31, 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	$	-		$	-		$	856.1		$	856.1		$	139.8		$	(48.3	)	$	947.6
Operating costs and expenses:
Cost of sales		-			-			769.8			769.8			123.1			(48.3	)		844.6
Selling, general and administrative expenses		12.4			-			49.3			49.3			19.6			-			81.3
Transaction-related costs and other, net		3.9			-			1.1			1.1			0.8			-			5.8
Long-lived asset impairment charges, net		-			-			-			-			0.3			-			0.3

Total operating costs and expenses		16.3			-			820.2			820.2			143.8			(48.3	)		932.0

Operating income (loss)		(16.3	)		-			35.9			35.9			(4.0	)		-			15.6
Other income (expense)
Interest income (expense), net		6.0			(20.8	)		(0.5	)		(21.4	)		(3.4	)		-			(18.8	)
Debt refinancing costs		-			(0.1	)		(3.1	)		(3.2	)		-			-			(3.2	)
Foreign exchange gain (loss)		(0.1	)		-			(0.1	)		(0.1	)		-			-			(0.2	)
Equity in income (loss) of subsidiaries		(3.0	)		(7.0	)		(4.5	)		(4.5	)		-			7.5			-

Income (loss) before income taxes		(13.4	)		(27.9	)		27.7			6.7			(7.4	)		7.5			(6.6	)
Provision for (benefit from) income taxes		(2.8	)		(5.6	)		9.7			4.1			0.9			-			2.2

Consolidated net income (loss)		(10.6	)		(22.3	)		18.0			2.6			(8.3	)		7.5			(8.8	)
Less net income attributable to noncontrolling interest		-			-			-			-			1.8			-			1.8

Net income (loss) attributable to Axiall	$	(10.6	)	$	(22.3	)	$	18.0		$	2.6		$	(10.1	)	$	7.5		$	(10.6	)




Comprehensive loss attributable to Axiall	$	(38.4	)	$	(6.9	)	$	(12.0	)	$	(27.3	)	$	(56.9	)	$	84.2		$	(38.4	)

AXIALL CORPORATION
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Loss
Three Months Ended March 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)
Net sales	$	-		$	-		$	903.7		$	905.6		$	143.4		$	(55.3	)	$	993.7
Operating costs and expenses:
Cost of sales		-			-			843.4			845.3			123.3			(55.3	)		913.3
Selling, general and administrative expenses		10.9			-			42.8			42.8			19.9			-			73.6
Transaction-related costs and other, net		4.6			-			1.4			1.4			0.6			-			6.6
Long-lived asset impairment charges, net		-			-			0.4			0.4			0.2			-			0.6

Total operating costs and expenses		15.5			-			888.0			889.9			144.0			(55.3	)		994.1

Operating income (loss)		(15.5	)		-			15.7			15.7			(0.6	)		-			(0.4	)
Other income (expense)
Interest income (expense), net		7.8			(21.4	)		0.6			(20.9	)		(5.2	)		-			(18.3	)
Foreign exchange gain (loss)		(0.1	)		-			(0.1	)		-			0.5			-			0.4
Equity in income (loss) of subsidiaries		(6.1	)		(28.3	)		3.0			3.0			-			3.1			-

Income (loss) before income taxes		(13.9	)		(49.7	)		19.2			(2.2	)		(5.3	)		3.1			(18.3	)
Provision for (benefit from) income taxes		(2.3	)		(6.2	)		2.0			(4.2	)		(1.2	)		-			(7.7	)

Consolidated net income (loss)		(11.6	)		(43.5	)		17.2			2.0			(4.1	)		3.1			(10.6	)
Less net income attributable to noncontrolling interest		-			-			-			-			1.0			-			1.0

Net income (loss) attributable to Axiall	$	(11.6	)	$	(43.5	)	$	17.2		$	2.0		$	(5.1	)	$	3.1		$	(11.6	)




Comprehensive loss attributable to Axiall	$	(24.9	)	$	(88.1	)	$	(26.6	)	$	(41.8	)	$	(9.8	)	$	51.6		$	(24.9	)

AXIALL CORPORATION
Guarantor Condensed Consolidating Statement of Cash Flows
Three Months Ended March 31, 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 cash provided by (used in) operating activities	$	22.1		$	-		$	(19.9	)	$	(19.9	)	$	(21.0	)	$	-	$	(18.8	)

Cash flows from investing activities:
Capital expenditures		(0.2	)		-			(32.9	)		(32.9	)		(3.7	)		-		(36.8	)

Net cash used in investing activities		(0.2	)		-			(32.9	)		(32.9	)		(3.7	)		-		(36.8	)
Cash flows from financing activities:
Issuance of long-term debt		-			-			248.8			248.8			-			-		248.8
Long-term debt payments		-			(194.4	)		(0.8	)		(195.2	)		-			-		(195.2	)
Intercompany financing		-			194.4			(194.4	)		-			-			-		-
Fees paid relating to financing activities		(0.3	)		-			(2.7	)		(2.7	)		-			-		(3.0	)
Deferred acquisition payments		(10.0	)		-			-			-			-			-		(10.0	)
Dividends paid		(11.2	)		-			-			-			-			-		(11.2	)
Stock compensation plan activity		(0.4	)		-			-			-			-			-		(0.4	)

Net cash used in (provided by) financing activities		(21.9	)		-			50.9			50.9			-			-		29.0
Effect of exchange rate changes on cash and cash equivalents		-			-			-			-			(5.5	)		-		(5.5	)

Net change in cash and cash equivalents		-			-			(1.9	)		(1.9	)		(30.2	)		-		(32.1	)
Cash and cash equivalents at beginning of period		-			-			78.2			78.2			88.6			-		166.8

Cash and cash equivalents at end of period	$	-		$	-		$	76.3		$	76.3		$	58.4		$	-	$	134.7

AXIALL CORPORATION
Guarantor Condensed Consolidating Statement of Cash Flows
Three Months Ended March 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)
Net cash provided by (used in) operating activities	$	13.0		$	0.7		$	5.9		$	6.6		$	(41.4	)	$	-	$	(21.8	)

Cash flows from investing activities:
Capital expenditures		(1.8	)		-			(34.2	)		(34.2	)		(6.9	)		-		(42.9	)

Net cash used in investing activities		(1.8	)		-			(34.2	)		(34.2	)		(6.9	)		-		(42.9	)
Cash flows from financing activities:
Long-term debt payments		-			(0.7	)		-			(0.7	)		-			-		(0.7	)
Dividends paid		(11.2	)		-			-			-			-			-		(11.2	)

Net cash used in financing activities		(11.2	)		(0.7	)		-			(0.7	)		-			-		(11.9	)
Effect of exchange rate changes on cash and cash equivalents		-			-			-			-			(3.4	)		-		(3.4	)

Net change in cash and cash equivalents		-			-			(28.3	)		(28.3	)		(51.7	)		-		(80.0	)
Cash and cash equivalents at beginning of period		-			-			76.9			76.9			89.6			-		166.5

Cash and cash equivalents at end of period	$	-		$	-		$	48.6		$	48.6		$	37.9		$	-	$	86.5