Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 25, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | AXIALL CORP/DE/ | ||
Entity Central Index Key | 805264 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $3,317,420,134 | ||
Entity Common Stock, Shares Outstanding | 70,224,105 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Assets: | ||
Cash and cash equivalents | $166.80 | $166.50 |
Receivables, net of allowance for doubtful accounts of $5.6 million and $5.5 million at December 31, 2014 and 2013, respectively | 467 | 548.8 |
Inventories | 353.7 | 403.6 |
Prepaid expenses and other | 89.7 | 31.6 |
Deferred income taxes | 28 | 18 |
Total current assets | 1,105.20 | 1,168.50 |
Property, plant and equipment, net | 1,665.70 | 1,658.70 |
Goodwill | 1,741 | 1,763.20 |
Customer relationships, net | 1,024.50 | 1,101.80 |
Other intangible assets, net | 68.1 | 72.9 |
Other assets, net | 69.8 | 112.1 |
Total assets | 5,674.30 | 5,877.20 |
Liabilities and Equity: | ||
Current portion of long-term debt | 2.8 | 2.8 |
Accounts payable | 295.5 | 313.7 |
Interest payable | 15.2 | 15.4 |
Income taxes payable | 3.1 | 17.1 |
Accrued compensation | 33.6 | 61.5 |
Other accrued liabilities | 133.9 | 132.6 |
Total current liabilities | 484.1 | 543.1 |
Long-term debt, excluding the current portion of long-term debt | 1,327.80 | 1,330 |
Lease financing obligation | 94.2 | 104.7 |
Deferred income taxes | 767.5 | 865.5 |
Pensions and other postretirement benefits | 250.5 | 129.8 |
Other non-current liabilities | 161.2 | 175.8 |
Total liabilities | 3,085.30 | 3,148.90 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock-$0.01 par value; 75,000,000 shares authorized; no shares issued | ||
Common stock-$0.01 par value; shares authorized: 200,000,000 at December 31, 2014 and 2013; issued and outstanding: 70,196,116 and 69,890,666 at December 31, 2014 and 2013, respectively | 0.7 | 0.7 |
Additional paid-in capital | 2,284.30 | 2,272.60 |
Retained earnings | 269.8 | 269.3 |
Accumulated other comprehensive income (loss), net of tax | -73.7 | 66.3 |
Total Axiall stockholders' equity | 2,481.10 | 2,608.90 |
Noncontrolling interest | 107.9 | 119.4 |
Total equity | 2,589 | 2,728.30 |
Total liabilities and equity | $5,674.30 | $5,877.20 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets | ||
Receivables, allowance for doubtful accounts (in dollars) | $5.60 | $5.50 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 75,000,000 | 75,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 70,196,116 | 69,890,666 |
Common stock, shares outstanding | 70,196,116 | 69,890,666 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements of Operations | |||
Net sales | $4,568.70 | $4,666 | $3,325.80 |
Operating costs and expenses: | |||
Cost of sales | 4,068.10 | 3,924.50 | 2,865.40 |
Selling, general and administrative expenses | 310.5 | 299.1 | 203.5 |
Transaction-related costs and other, net | 38.4 | 35.6 | 38.9 |
Long-lived asset impairment charges (recoveries), net | 17.6 | 36 | -0.8 |
Gain (loss) on sale of assets, net | -19.3 | ||
Total operating costs and expenses | 4,434.60 | 4,295.20 | 3,087.70 |
Operating income | 134.1 | 370.8 | 238.1 |
Interest expense | -76.5 | -77.6 | -57.5 |
Loss on redemption and other debt costs | -78.5 | -2.7 | |
Gain on acquisition of controlling interest | 25.9 | ||
Foreign exchange loss | -0.6 | -0.6 | |
Interest income | 0.7 | 1 | 0.4 |
Income before income taxes | 57.7 | 241.6 | 177.7 |
Provision for income taxes | 7.5 | 73.6 | 57.2 |
Consolidated net income | 50.2 | 168 | 120.5 |
Less net income attributable to noncontrolling interest | 3.9 | 2.7 | |
Net income attributable to Axiall | $46.30 | $165.30 | $120.50 |
Earnings per share attributable to Axiall: | |||
Basic (in dollars per share) | $0.66 | $2.46 | $3.47 |
Diluted (in dollars per share) | $0.65 | $2.44 | $3.45 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 70.1 | 67.3 | 34.5 |
Diluted (in shares) | 70.6 | 67.8 | 34.8 |
Dividends per common share (in dollars per share) | $0.64 | $0.48 | $0.24 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements of Comprehensive Income (Loss) | |||
Consolidated net income | $50.20 | $168 | $120.50 |
Less net income attributable to noncontrolling interest | 3.9 | 2.7 | |
Net income attributable to Axiall | 46.3 | 165.3 | 120.5 |
Other comprehensive income (loss:) | |||
Foreign currency translation gain (loss) | -57.7 | -34.7 | 8 |
Pensions and OPEB liability adjustments | -168.6 | 173.4 | -13.4 |
Unrealized gain (loss) on derivatives cash flow hedges | -11.8 | -1.4 | 0.7 |
Other comprehensive income (loss), before income taxes | -238.1 | 137.3 | -4.7 |
Provision for (benefit from) income taxes related to other comprehensive income (loss) items | -90.4 | 49.1 | -1 |
Other comprehensive income (loss), net of tax | -147.7 | 88.2 | -3.7 |
Other comprehensive loss, attributable to noncontrolling interest net of tax | -7.7 | ||
Other comprehensive income (loss) attributable to Axiall, net of tax | -140 | 88.2 | -3.7 |
Comprehensive income (loss), net of income taxes | -97.5 | 256.2 | 116.8 |
Less comprehensive income (loss) attributable to noncontrolling interest | -3.8 | 2.7 | |
Comprehensive income (loss) attributable to Axiall | ($93.70) | $253.50 | $116.80 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total Axiall Shareholders' Equity | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
In Millions, except Share data, unless otherwise specified | |||||||
Balance at Dec. 31, 2011 | $488.50 | $0.30 | $480.50 | $25.90 | ($18.20) | $488.50 | |
Balance (in shares) at Dec. 31, 2011 | 34,300,000 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||
Consolidated net income | 120.5 | 120.5 | 120.5 | ||||
Dividends declared ($0.64, $0.48 and $0.24 per share for the year ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively) | -8.4 | -8.4 | -8.4 | ||||
Other comprehensive income (loss) | -3.7 | -3.7 | -3.7 | ||||
Employee stock purchase and stock compensation plans, net of forfeitures | 9.1 | 9.1 | 9.1 | ||||
Employee stock purchase and stock compensation plans, net of forfeitures (in shares) | 500,000 | ||||||
Shares withheld for taxes on share-based payment awards | -5.3 | -5.3 | -5.3 | ||||
Shares withheld for taxes on share-based payment awards (in shares) | -200,000 | ||||||
Tax benefit from stock purchase and stock compensation plans | 2.8 | 2.8 | 2.8 | ||||
Balance at Dec. 31, 2012 | 603.5 | 0.3 | 487.1 | 138 | -21.9 | 603.5 | |
Balance (in shares) at Dec. 31, 2012 | 34,600,000 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||
Consolidated net income | 165.3 | 165.3 | 2.7 | 168 | |||
Dividends declared ($0.64, $0.48 and $0.24 per share for the year ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively) | -34 | -34 | -34 | ||||
Distribution to noncontrolling interest | -13.3 | -13.3 | |||||
Other comprehensive income (loss) | 88.2 | 88.2 | 88.2 | ||||
Issuance of common stock and replacement share-based awards in connection with merger | 1,775.30 | 0.4 | 1,774.90 | 1,775.30 | |||
Issuance of common stock and replacement share-based awards in connection with merger (in shares) | 35,200,000 | ||||||
Noncontrolling interest recognized in connection with the merger | 130 | 130 | |||||
Employee stock purchase and stock compensation plans, net of forfeitures | 11.6 | 11.6 | 11.6 | ||||
Employee stock purchase and stock compensation plans, net of forfeitures (in shares) | 100,000 | ||||||
Shares withheld for taxes on share-based payment awards | -1.7 | -1.7 | -1.7 | ||||
Tax benefit from stock purchase and stock compensation plans | 0.7 | 0.7 | 0.7 | ||||
Balance at Dec. 31, 2013 | 2,608.90 | 0.7 | 2,272.60 | 269.3 | 66.3 | 119.4 | 2,728.30 |
Balance (in shares) at Dec. 31, 2013 | 69,900,000 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||
Consolidated net income | 46.3 | 46.3 | 3.9 | 50.2 | |||
Dividends declared ($0.64, $0.48 and $0.24 per share for the year ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively) | -45.6 | -45.6 | -45.6 | ||||
Distribution to noncontrolling interest | -7.7 | -7.7 | |||||
Other comprehensive income (loss) | -140 | -140 | -7.7 | -147.7 | |||
Employee stock purchase and stock compensation plans, net of forfeitures | 17 | 17 | 17 | ||||
Employee stock purchase and stock compensation plans, net of forfeitures (in shares) | 300,000 | ||||||
Shares withheld for taxes on share-based payment awards | -7 | -7 | -7 | ||||
Tax benefit from stock purchase and stock compensation plans | 1.5 | 1.5 | 1.5 | ||||
Other | 0.2 | -0.2 | |||||
Balance at Dec. 31, 2014 | $2,481.10 | $0.70 | $2,284.30 | $269.80 | ($73.70) | $107.90 | $2,589 |
Balance (in shares) at Dec. 31, 2014 | 70,200,000 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetica) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Consolidated Statements of Stockholders' Equity | |||
Dividends declared (in dollars per share) | $0.64 | $0.48 | $0.24 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Share data in Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Consolidated net income | $50,200,000 | $168,000,000 | $120,500,000 |
Adjustments to reconcile consolidated net income to net cash from operating activities: | |||
Depreciation | 171,700,000 | 148,300,000 | 82,000,000 |
Amortization | 74,800,000 | 69,700,000 | 7,800,000 |
Deferred income taxes | -16,900,000 | -55,300,000 | -8,500,000 |
Loss on redemption and other debt costs | 78,500,000 | 2,700,000 | |
Gain on acquisition of controlling interest | -25,900,000 | ||
Long-lived asset impairment charges (recoveries), net | 17,600,000 | 36,000,000 | -800,000 |
Gain on sale of assets | -19,300,000 | ||
Other non-cash items | 13,000,000 | 5,100,000 | 15,500,000 |
Change in operating assets and liabilities: | |||
Receivables | 55,600,000 | 1,500,000 | -54,000,000 |
Inventories | 32,400,000 | -44,300,000 | 1,500,000 |
Prepaid expenses and other | -42,300,000 | -4,600,000 | -1,700,000 |
Accounts payable | -31,700,000 | -22,400,000 | 44,400,000 |
Interest payable | -100,000 | -3,500,000 | -2,000,000 |
Accrued income taxes | -12,600,000 | -6,000,000 | 16,600,000 |
Accrued compensation | -27,100,000 | -2,700,000 | 24,700,000 |
Other accrued liabilities | 12,600,000 | -21,400,000 | 1,200,000 |
Other | -6,100,000 | 4,700,000 | 600,000 |
Net cash provided by operating activities | 291,100,000 | 325,700,000 | 231,200,000 |
Cash flows from investing activities: | |||
Capital expenditures | -210,500,000 | -196,100,000 | -80,300,000 |
Proceeds from sale of assets and other | 8,100,000 | 11,400,000 | 23,600,000 |
Acquisitions, net of cash acquired | -6,100,000 | 45,100,000 | |
Net cash used in investing activities | -208,500,000 | -139,600,000 | -56,700,000 |
Cash flows from financing activities: | |||
Borrowings on ABL revolver | 148,900,000 | 402,500,000 | 183,400,000 |
Repayments on ABL revolver | -148,900,000 | -402,500,000 | -183,400,000 |
Issuance of long-term debt | 450,000,000 | ||
Long-term debt payments | -3,500,000 | -531,800,000 | -51,500,000 |
Make-whole and other fees paid related to financing activities | -2,200,000 | -98,100,000 | -1,500,000 |
Lease financing obligation payment | -2,300,000 | ||
Deferred acquisition payments | -10,000,000 | ||
Dividends paid | -45,000,000 | -22,200,000 | -8,300,000 |
Distribution to noncontrolling interest | -7,700,000 | -13,300,000 | |
Excess tax benefits from share-based payment arrangements | 2,300,000 | 900,000 | 2,700,000 |
Stock compensation plan activity | -6,900,000 | -1,700,000 | -5,200,000 |
Net cash used in financing activities | -75,300,000 | -216,200,000 | -63,800,000 |
Effect of exchange rate changes on cash and cash equivalents | -7,000,000 | -3,700,000 | 1,000,000 |
Net change in cash and cash equivalents | 300,000 | -33,800,000 | 111,700,000 |
Cash and cash equivalents at beginning of year | 166,500,000 | 200,300,000 | 88,600,000 |
Cash and cash equivalents at end of year | 166,800,000 | 166,500,000 | 200,300,000 |
Merged Business | |||
Cash flows from financing activities: | |||
Deferred acquisition payments | ($10,000,000) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS | |||||||||||||||||
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS | |||||||||||||||||
Principles of Consolidation. The consolidated financial statements include the accounts of Axiall Corporation ("Axiall," the "Company," "we," "us" or "our") and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in unconsolidated affiliates, which are 50 percent or less owned and do not otherwise meet consolidation requirements, are accounted for using the equity method. These investments are immaterial to the Company's consolidated financial statements. Certain prior period amounts have been reclassified to conform with the current period's presentation. | |||||||||||||||||
Nature of Operations. We are a leading North American manufacturer and international marketer of chemicals and building products. Our chlorovinyls segment produces a highly integrated chain of chlor-alkali and derivative products (chlorine, caustic soda, VCM, vinyl resins, ethylene dichloride, chlorinated solvents, calcium hypochlorite, muriatic acid and phosgene derivatives) and compound products (vinyl compounds and compound additives and plasticizers). Our building products segment manufactures window and door profiles, trim, mouldings, deck products, siding and exterior accessories and pipe and pipe fittings. Our vinyl-based home improvement and building products are marketed under the Royal Building Products®, Celect Cellular Exteriors®, Zuri Premium Decking®, Royal Kor Flo®, Overture® patio doors, Genesis Cellular Window System®, Royal S4S Trimboard® and Exterior Portfolio® brand names. Our aromatics segment manufactures cumene products and phenol and acetone products (co-products made from cumene). | |||||||||||||||||
Use of Estimates. Management is required to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes prepared in conformity with generally accepted accounting principles in the United States of America. Actual results could differ from those estimates. | |||||||||||||||||
Cash and Cash Equivalents. Marketable securities that are highly liquid with an original maturity of 90 days or less are considered to be the equivalent of cash for the purpose of financial statement presentation. | |||||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts. We grant credit to customers under credit terms that are customary in the industry and based on the creditworthiness of the customer and generally do not require collateral. We also provide allowances for cash discounts and doubtful accounts based on contract terms, historical collection experience, periodic evaluations of the aging of accounts receivable and specific collectability analysis. Individual accounts are written-off once we have determined we have exhausted our collection efforts and the account is deemed not collectable. Activity in our allowance for doubtful accounts during the years ended December 31, 2014, 2013 and 2012 is set forth in the table below: | |||||||||||||||||
Year Ended December 31, | Balance at | Charged to | Charged to | Deductions (2) | Balance at | ||||||||||||
(In millions) | beginning of | costs and | other | end of | |||||||||||||
period | expenses, net | accounts (1) | period | ||||||||||||||
of recoveries | |||||||||||||||||
2014 | |||||||||||||||||
Allowance for doubtful accounts | $ | 5.5 | $ | 0.9 | $ | (0.1 | ) | $ | (0.7 | ) | $ | 5.6 | |||||
2013 | |||||||||||||||||
Allowance for doubtful accounts | 4.5 | 3.4 | (0.1 | ) | (2.3 | ) | 5.5 | ||||||||||
2012 | |||||||||||||||||
Allowance for doubtful accounts | 4.2 | 1.6 | - | (1.3 | ) | 4.5 | |||||||||||
-1 | Represents the foreign currency translation due to the change in exchange rate during the period. | ||||||||||||||||
-2 | Accounts receivable balances written off during the period, net of recoveries. | ||||||||||||||||
Inventories. Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method for the majority of inventory and the weighted average cost method for the remainder. Costs include raw materials, direct labor and manufacturing overhead. Market is based on current replacement cost for raw materials and supplies and on net realizable value for finished goods. At December 31, 2014 and 2013, we had approximately $17.3 million and $20.2 million, respectively, of inventory on consignment. | |||||||||||||||||
Property, Plant and Equipment. Property, plant and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred, and major renewals and improvements are capitalized. Interest expense attributable to funds used in financing the construction of major plant and equipment is capitalized. Interest cost capitalized during the years ended December 31, 2014, 2013 and 2012 was $1.5 million, $0.7 million and $0.3 million, respectively. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Depreciation expense totaled approximately $171.7 million, $148.3 million and $82.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
As of December 31, 2014, the estimated useful lives of our assets are as follows: | |||||||||||||||||
Buildings | 27-39 years | ||||||||||||||||
Land improvements | 15-25 years | ||||||||||||||||
Chemical manufacturing plants | 25 years | ||||||||||||||||
Machinery and equipment | 2-25 years | ||||||||||||||||
Dies and moulds | 3-10 years | ||||||||||||||||
Office furniture and equipment | 2-10 years | ||||||||||||||||
Computer equipment and software | 3-10 years | ||||||||||||||||
Long-Lived Assets. Our long-lived assets consist of property, plant and equipment, as well as intangible assets with definite lives. Our intangible assets with definite-lives include customer relationships, supply contracts, trade names and technology that are identified during acquisitions. Long-lived assets are amortized on a straight-line basis over their estimated useful lives. Our long-lived assets are reviewed for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows. If our undiscounted cash flows do not exceed the carrying value and the carrying value of the asset exceeds its estimated fair value, an impairment charge is recognized for the amount by which the carrying value of the asset exceeds its estimated fair value. Assets held for sale are recorded at the lower of the carrying value or fair value, less costs to sell, and are no longer depreciated. | |||||||||||||||||
Indefinite-Lived Intangible Assets. Our indefinite-lived intangible assets consist only of trade names. The fair values of our trade names are estimated based on the relief from royalty method under the income approach, using a discounted cash flow analysis. | |||||||||||||||||
Goodwill. Goodwill is the excess of cost of an acquired entity over the amounts specifically assigned to assets acquired and liabilities assumed in acquisition accounting for business combinations. | |||||||||||||||||
Valuation of Goodwill and Indefinite-Lived Intangible Assets: The carrying values of our goodwill and indefinite-lived intangible assets are tested for impairment annually in the fourth quarter, using a measurement date of October 1. In addition, we evaluate the carrying value of these assets for impairment between annual impairment tests if an event occurs or circumstances change that would indicate the carrying value may be impaired. Such events and indicators may include, without limitation, significant declines in industries in which our products are used, significant changes in the estimated future cash flows of our reporting units, significant changes in capital market conditions and significant changes in our market capitalization. Certain factors including but not limited to a sustained decline in our market capitalization below our book value or prolonged deterioration in our industry or market conditions could lead us to determine, in a future period, that an impairment test would be required and result in an impairment charge, which could have a negative impact on our result of operations. | |||||||||||||||||
Impairment testing for goodwill is a two-step test performed at a reporting unit level. The first step of the impairment analysis involves comparing the fair value of the reporting unit to its book value, including goodwill. If the fair value of the reporting unit exceeds the book value, goodwill is not considered impaired. If the book value exceeds the fair value, the second step of the impairment analysis is performed, in which we measure the amount of impairment. Our goodwill evaluations utilize discounted cash flow analyses and market multiple analyses in estimating fair value. The weighting of the discounted cash flow and market approaches varies by each reporting unit based on factors specific to each reporting unit. Inherent in our fair value determinations are certain judgments and estimates relating to future cash flows, including our interpretation of current economic indicators and market conditions, overall economic conditions and our strategic operational plans with regard to our business units. To the extent that significant changes occur in market conditions, overall economic conditions or our strategic operational plan, it is possible that goodwill not currently impaired, may become impaired in the future. | |||||||||||||||||
Other Assets. Other assets primarily consist of deferred financing costs related to our issuance of debt, deferred income tax assets, our investment in joint ventures, and assets held for sale. Deferred financing costs are amortized to interest expense using the effective interest rate method over the term of the related debt instruments. Our joint ventures are accounted for under the equity method of accounting. | |||||||||||||||||
Warranty Costs. We provide warranties for certain building products against defects in material, performance and workmanship. We accrue for warranty claims at the time of sale based on historical warranty claims experience. Our warranty liabilities are included in other accrued liabilities and other non-current liabilities in the consolidated balance sheets. Activity in our warranty liabilities for the years ended December 31, 2014, 2013 and 2012 is as follows: | |||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||||||
Beginning balance, January 1, | $ | 12.6 | $ | 13.6 | $ | 11.8 | |||||||||||
Estimated fair value of warranty liability assumed in acquisition | - | - | 1.1 | ||||||||||||||
Warranty provisions | 4.8 | 4.6 | 6.2 | ||||||||||||||
Foreign currency translation gain (loss) | (0.5 | ) | (0.4 | ) | 0.1 | ||||||||||||
Warranty claims paid | (3.4 | ) | (5.2 | ) | (5.6 | ) | |||||||||||
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Ending balance, December 31, | $ | 13.5 | $ | 12.6 | $ | 13.6 | |||||||||||
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Self-Insurance Accruals. We are self-insured up to certain limits for costs associated with workers' compensation and employee group medical coverage, as well as for our general liability and property and casualty coverage. Liabilities for insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates of incurred, but not reported claims. These accruals are included in other current liabilities and other non-current liabilities in the accompanying consolidated balance sheets. We also use information provided by independent consultants to assist in the determination of estimated accruals. In estimating these costs, we consider historical loss experience and make judgments about the expected levels of costs per claim. | |||||||||||||||||
Loss Contingencies. In the normal course of business, we are involved in legal proceedings and other matters that may result in loss contingencies. We accrue a liability for such matters when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. | |||||||||||||||||
Derivative Financial Instruments. The Company is directly and indirectly affected by changes in certain market conditions and market risks. When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risks that may be managed by the Company through the use of derivative instruments are foreign currency exchange rate risk, commodity price risk and interest rate risk. As an integral part of our risk management program, we may manage our financial exposures to reduce the potentially adverse effect that the volatility of the commodity markets may have on our operating results. We do not engage in speculative transactions nor do we hold or issue financial instruments for trading purposes. | |||||||||||||||||
All derivative financial instruments are carried at fair value in our consolidated balance sheets. If the derivative financial instrument qualifies for hedge accounting treatment, changes in the fair value are either offset against the change in fair value of assets, liabilities or firm commitments through earnings or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. | |||||||||||||||||
We also enter into derivative financial instruments that are designed to hedge risks but are not designated as hedging instruments. Changes in the fair value of these non-designated hedging instruments are adjusted to fair value through earnings in our consolidated statements of operations. | |||||||||||||||||
We formally document hedging instruments and hedging transactions, as well as our risk management objective and strategy for undertaking hedged transactions. This process includes linking derivative financial instruments that are designated as cash flow hedges to specific assets or liabilities on the consolidated balance sheet or linking derivatives to forecasted transactions. We also formally assess, both at inception and on an ongoing basis, whether the derivative financial instruments used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of hedged transactions. When it is determined that a derivative is not highly effective or the derivative is expired, sold, terminated, exercised, discontinued, or otherwise settled because it is unlikely that a forecasted transaction will occur, we discontinue the use of hedge accounting for that specific hedge derivative financial instrument. | |||||||||||||||||
Pension Plans and OPEB Plans. Accounting for employee pension and OPEB plans involves estimating the cost of benefits that are to be provided in the future and attempting to match, for each employee, that estimated cost to the period worked. To accomplish this, we make assumptions about discount rates, expected long-term rates of return on plan assets, salary increases, employee turnover and mortality rates, among others. We reevaluate all assumptions annually with our independent actuaries taking into consideration existing and forecasted economic conditions and our investment policy and strategy with regard to managing the plans. We believe our estimates, the most significant of which are presented in Note 12 to the Notes to the Consolidated Financial Statements, to be reasonable. | |||||||||||||||||
The Company determines the fair value of substantially all our plan assets utilizing market quotes rather than developing "smoothed" values, "market related" values, or other modeling techniques. Plan asset gains or losses in a given year are included with other actuarial gains and losses due to remeasurement of the plans' projected benefit obligations ("PBO"). If the total unrecognized gain or loss exceeds 10 percent of the larger of (i) the PBO or (ii) the market value of plan assets, the excess of the total unrecognized gain or loss is amortized over the expected average future lifetime of participants in the frozen pension plans and over the average remaining service period of covered employees in the union pension plan and the postretirement welfare plan. | |||||||||||||||||
Asset Retirement Obligation. We account for asset retirement obligations based on the fair value of a liability for an asset retirement obligation and recognize it in the period in which it is incurred and capitalized as part of the carrying value of the long-lived asset. When a liability is initially recorded, we capitalize the cost by increasing the carrying value of the related long-lived asset. The liability is accreted to its future value each period, and the capitalized cost is depreciated over the estimated useful life of the related asset. Upon settlement of the liability, a gain or loss is recorded. We had $28.3 million and $23.3 million of asset retirement obligations recorded in other non-current liabilities in the consolidated balance sheets at December 31, 2014 and 2013, respectively. | |||||||||||||||||
Share-Based Compensation. Share-based payments to employees and non-employee directors, including grants of stock options, restricted stock units and director deferred shares, are recognized in the financial statements based on their respective fair values at the grant date. The Company recognizes the cost of all share-based awards on a straight-line basis over the vesting or service period of the award plus any incremental costs related to specialized vesting periods. Tax benefits relating to excess share-based compensation deductions are presented in the consolidated statements of cash flows as a financing activity cash inflow. | |||||||||||||||||
Foreign Currency Translation and Transactions. Our subsidiaries that operate outside the United States use their local currency as the functional currency. The functional currency is translated into United States dollars using the month-end exchange rates in effect as of the balance sheet date for balance sheet accounts and using the month-end average exchange rate of each respective period for revenue and expense accounts. The translation adjustments are deferred as a separate component of stockholders' equity, within accumulated other comprehensive income (loss), net of tax where applicable. Gains or losses resulting from transactions denominated in foreign currencies are reported in the same financial statement captions as the underlying transactions in the consolidated statements of operations. We recorded a loss of $0.4 million for the year ended December 31, 2014 and gains of $0.7 million and $0.4 million for the years ended December 31, 2013 and 2012, respectively, in operating income in the consolidated statements of operations. The year-over-year fluctuations in foreign currency translation gains and losses are due to both the volume of foreign currency denominated transactions and the volatility in the underlying exchange rates. | |||||||||||||||||
Revenue Recognition. We recognize revenue when the following four basic criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred. We recognize revenue as products are shipped based on free on board ("FOB") terms when title passes to customers, and the customer takes ownership and assumes the risk of loss. | |||||||||||||||||
Sales Incentives. We offer sales incentives, primarily in the form of volume rebates, slotting fees and advertising allowances to our customers which are classified as a reduction of net sales and are calculated based on the contractual terms of customer contracts. We accrue for these sales incentives based on the contractual terms and our historical experience. | |||||||||||||||||
Shipping Costs. All amounts billed to a customer in a sale transaction related to shipping are classified as revenue. Shipping costs are included in cost of goods sold. | |||||||||||||||||
Selling General and Administrative Expenses. Amounts presented as selling, general and administrative expenses in the accompanying consolidated statements of operations are comprised of selling, customer service and costs of providing functional support in areas such as finance, law, human resources and planning. | |||||||||||||||||
Advertising Costs. Advertising costs and promotion expenses generally relate to our vinyl-based building products marketed under the Royal Building Products®, Celect Cellular Exteriors®, Zuri Premium Decking®, Royal Kor Flo®, Overture® patio doors, Genesis Cellular Window System®, Royal S4S Trimboard® and Exterior Portfolio® brand names and are charged to earnings during the period in which they are incurred. Advertising and promotion expenses are included in selling, general and administrative expenses and were $18.7 million, $14.2 million and $12.1 million, in the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
Environmental Expenditures. Environmental expenditures related to current operations or future revenues are expensed or capitalized, consistent with our capitalization policy. Expenditures that relate to an existing condition caused by past operations and do not contribute to future revenues are expensed in the period incurred. | |||||||||||||||||
We monitor our estimate for reasonably possible environmental contingencies on a quarterly basis to determine if any of the reasonably possible loss items have become probable and estimable during the current quarter. It is our policy to accrue material expenses for environmental contingencies when management believes losses from the particular contingencies are probable and estimable. Reserves for environmental liabilities do not include any potential offsets related to claims against third parties. | |||||||||||||||||
Income Taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate the realizability of deferred tax assets by assessing whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected taxable income and tax-planning strategies available to us in making this assessment. If it is not more likely than not that we will realize a deferred tax asset, we record a valuation allowance against such asset. We use a similar evaluation for determining when to release previously recorded valuation allowances. We recognize tax benefits for uncertain tax positions when it is more likely than not, based upon the technical merits, that the position will be sustained upon examination. | |||||||||||||||||
MERGER_WITH_THE_PPG_CHEMICALS_
MERGER WITH THE PPG CHEMICALS BUSINESS | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
MERGER WITH THE PPG CHEMICALS BUSINESS | |||||||||||
MERGER WITH THE PPG CHEMICALS BUSINESS | 2. MERGER WITH THE PPG CHEMICALS BUSINESS | ||||||||||
On January 28, 2013, we completed our acquisition of substantially all of the assets and liabilities of the Merged Business and completed the related financings (collectively, the "Transactions"). We manage the Merged Business as part of our chlorovinyls business, and have reported the results of operations of the Merged Business as part of our chlorovinyls segment since January 28, 2013. | |||||||||||
The purchase price of the Merged Business of approximately $2.8 billion consisted of: (i) the issuance of approximately 35.2 million shares of our common stock valued at approximately $1.8 billion; (ii) assumed debt of approximately $967.0 million; and (iii) the assumption of other liabilities, including pension liabilities and other postretirement ("OPEB") obligations. | |||||||||||
Goodwill recognized from the acquisition of the Merged Business is primarily due to the increase in size and economies of scale of the merged companies, a significant increase in chlorine production flexibility, an increase in natural gas integration and strategic, geographic and product synergies. Approximately $5.9 million of the goodwill recognized in the Merger was deductible for tax purposes. The fair value of the noncontrolling interest in TCI was estimated based on the present value of estimated future cash flows from TCI attributable to our minority partner's ownership percentage of TCI. The allocation of the purchase price to assets acquired and liabilities assumed, is set forth in the table below: | |||||||||||
(In millions) | Amounts | Measurement Period | Final Allocation as of | ||||||||
Recognized as of the | Adjustments (1) | December 31, 2013 | |||||||||
Acquisition Date | |||||||||||
Cash and cash equivalents | $ | 26.7 | $ | - | $ | 26.7 | |||||
Receivables | 236.7 | (2.4 | ) | 234.3 | |||||||
Inventories | 72 | 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 | 1,454.30 | 118.4 | 1,572.70 | ||||||||
Intangible assets | 1,224.20 | -18.4 | -3 | 1,205.80 | |||||||
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 | $ | 1,773.30 | $ | 26.2 | (6) | $ | 1,799.50 | (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. | ||||||||||
Summary Pro Forma Information. The following unaudited pro forma financial information reflects our consolidated results of operations as if the Merger had taken place on January 1, 2012. The pro forma information includes primarily adjustments for depreciation based on the estimated fair value of the property, plant and equipment acquired in the Merger, amortization of acquired intangible assets and interest expense on the debt we incurred to finance the Transactions. The pro forma information is not necessarily indicative of the results of operations that we would have reported had the Transactions actually closed on January 1, 2012, nor is it necessarily indicative of future results. | |||||||||||
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. | ||||||||||
Disclosure of revenues and earnings of the Merged Business since January 28, 2013 on a stand-alone basis is not practicable as the Merged Business is not being operated as a stand-alone business. | |||||||||||
NEW_ACCOUNTING_PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2014 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
NEW ACCOUNTING PRONOUNCEMENTS | |
3. NEW ACCOUNTING PRONOUNCEMENTS | |
In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU" or "Update) 2015-01—Extraordinary and Unusual Items (Subtopic 225-20). The Update eliminates from GAAP the concept of extraordinary items as part of FASB's initiative to reduce the complexity in current accounting standards. Previous GAAP guidance required an entity to separately classify, present, and disclose extraordinary events and transactions. An event or transaction was presumed to be both ordinary and usual unless evidence clearly supported classification as an extraordinary item. However, the concept of extraordinary items caused uncertainty in practice because it was unclear as to when an item should be considered both unusual and infrequent and it was extremely rare in practice for a transaction or event to meet the classification requirement of an extraordinary item. Going forward, items that would have met the definition of extraordinary items will be treated in a similar manner as unusual and infrequent items. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2015 and early adoption is permitted. We have adopted the amendments in this Update and there was no material impact on our consolidated financial statements. | |
In June 2014, the FASB issued ASU 2014-12—Compensation—Stock Compensation (Topic 718). Under this Update, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force), a performance target that affects vesting, and that could be achieved after the requisite service period, would be treated as a performance condition. GAAP did not address these issues. The Update states that a reporting entity should apply existing guidance in Topic 718 to account for awards with performance conditions that affect the vesting of such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2015. Earlier adoption is permitted. We are evaluating the amendments in this Update and have not yet determined the impact on our consolidated financial statements. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The Update outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance issued by the FASB, including industry specific guidance. The Update provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts with customers to provide goods and services. The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets, such as property and equipment, including real estate. The Update is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2016. The new standard must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. The modified retrospective approach requires that the new standard be applied to all new and existing contracts as of the date of adoption, with a cumulative catch-up adjustment recorded to the opening balance of retained earnings at the effective date for existing contracts that still require performance by the entity. Under the modified retrospective approach, amounts reported prior to the date of adoption will be presented under existing guidance. The Update also requires entities to disclose both quantitative and qualitative information to enable users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We have not yet determined the impact of adopting the standard on our consolidated financial statements, nor have we determined whether we will utilize the full retrospective or modified retrospective approach. | |
In April 2014, the FASB issued ASU 2014-08—Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this Update change the requirements for reporting discontinued operations in Subtopics 205 (Presentation of Financial Statements) and 360 (Property, Plant, and Equipment). The Update changes the criteria for reporting discontinued operations and enhances the FASB's convergence with International Accounting Standards. The Update improves the definition of discontinued operations by limiting discontinued operations reporting specifically to the disposal of a component or a group of components of an entity that results in a strategic shift that has (or will have) a major effect on an entity's operations and financial results when certain criteria are met. The Update raises the threshold for disposals to qualify as discontinued operations and expands the disclosure requirements for discontinued operations and certain other disposals that do not qualify as discontinued operations. The amendments in this Update are effective for annual periods beginning on or after December 15, 2014. We have adopted the amendments in this Update and there was no material impact on our consolidated financial statements. | |
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Prior to this Update, GAAP did not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward existed. The Update provides that a liability related to an unrecognized tax benefit would be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In that case, the liability associated with the unrecognized tax benefit is presented in the financial statements as a reduction to the related deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. In situations in which a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit will be presented in the financial statements as a liability and will not be combined with deferred tax assets. The amendments in this Update do not require new recurring disclosures. The Update is effective for fiscal years beginning after December 15, 2013. In accordance with this Update, the Company reclassified liabilities associated with certain unrecognized tax benefits as a reduction to deferred tax assets for a net operating loss carryforward in the amount of $4.5 million. | |
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
INVENTORIES | ||||||||
INVENTORIES | ||||||||
4. INVENTORIES | ||||||||
The major classes of inventories were as follows: | ||||||||
December 31, | ||||||||
(In millions) | 2014 | 2013 | ||||||
Raw materials | $ | 125.8 | $ | 159.5 | ||||
Work-in-progress | 4.8 | 5.2 | ||||||
Finished goods | 223.1 | 238.9 | ||||||
| | | | | | | | |
Inventories | $ | 353.7 | $ | 403.6 | ||||
| | | | | | | | |
| | | | | | | | |
PROPERTY_PLANT_AND_EQUIPMENT_N
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
PROPERTY, PLANT AND EQUIPMENT, NET | ||||||||
PROPERTY, PLANT AND EQUIPMENT, NET | ||||||||
5. PROPERTY, PLANT AND EQUIPMENT, NET | ||||||||
As of December 31, 2014 and 2013, property, plant and equipment consisted of the following: | ||||||||
December 31, | ||||||||
(In millions) | 2014 | 2013 | ||||||
Chemical manufacturing plants | $ | 1,469.9 | $ | 1,361.7 | ||||
Machinery and equipment | 1,127.3 | 1,070.4 | ||||||
Buildings | 202.8 | 214.4 | ||||||
Land and land improvements | 185.7 | 195.3 | ||||||
Construction-in-progress | 84.7 | 116.9 | ||||||
| | | | | | | | |
Property, plant and equipment, at cost | 3,070.4 | 2,958.7 | ||||||
Less: accumulated depreciation | 1,404.7 | 1,300.0 | ||||||
| | | | | | | | |
Property, plant and equipment, net | $ | 1,665.7 | $ | 1,658.7 | ||||
| | | | | | | | |
| | | | | | | | |
GOODWILL_OTHER_INTANGIBLE_ASSE
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING | ||||||||||||||||||||
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING | ||||||||||||||||||||
6. GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING | ||||||||||||||||||||
Our intangible assets consist of goodwill, customer relationships, supply contracts, trade names, and technology. Goodwill is the excess of the cost of an acquired entity over the fair value of tangible and intangible assets (including, but not limited to, customer lists, trade names and technology) acquired and liabilities assumed under acquisition accounting for business combinations. | ||||||||||||||||||||
As of December 31, 2014, we have two segments that contain reporting units with goodwill and intangible assets: our chlorovinyls segment includes goodwill in its chlor-alkali and derivatives and compound reporting units and our building products segment includes goodwill primarily in its siding reporting unit. | ||||||||||||||||||||
Goodwill. 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 as of December 31, 2014. Management performed an evaluation under Staff Accounting Bulletin No. 108 and concluded the effect of the adjustment is immaterial to the current and prior periods' financial statements. In the fourth quarter of 2014, the Company recorded an impairment of approximately $4.1 million in goodwill from our chlorovinyls segment pertaining to an immaterial product line that is now classified as held-for-sale. The following table provides the detail of the changes made to goodwill during the twelve months ended December 31, 2014. | ||||||||||||||||||||
(In millions) | Chlorovinyls | Building | Total | |||||||||||||||||
Products | ||||||||||||||||||||
Gross goodwill at January 1, 2013 | $ | 245.4 | $ | 159.5 | $ | 404.9 | ||||||||||||||
Addition from mergers and acquisitions | 1,572.70 | 0.8 | 1,573.50 | |||||||||||||||||
Foreign currency translation adjustment | (9.3 | ) | - | (9.3 | ) | |||||||||||||||
| | | | | | | | | | | ||||||||||
Gross goodwill at December 31, 2013 | 1,808.80 | 160.3 | 1,969.10 | |||||||||||||||||
Accumulated impairment losses | (55.5 | ) | (150.4 | ) | (205.9 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Net goodwill at December 31, 2013 | $ | 1,753.30 | $ | 9.9 | $ | 1,763.20 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Gross goodwill at December 31, 2013 | $ | 1,808.80 | $ | 160.3 | $ | 1,969.10 | ||||||||||||||
Adjustments | 0.7 | - | 0.7 | |||||||||||||||||
Foreign currency translation adjustment | (18.7 | ) | (0.1 | ) | (18.8 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Gross goodwill at December 31, 2014 | 1,790.80 | 160.2 | 1,951.00 | |||||||||||||||||
Accumulated impairment losses | (59.6 | ) | (150.4 | ) | (210.0 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Net goodwill at December 31, 2014 | $ | 1,731.20 | $ | 9.8 | $ | 1,741.00 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Indefinite-lived intangible assets. Our indefinite-lived intangible assets consist of trade names with a carrying value of $6.0 million at December 31, 2014 and 2013 in our building products segment. | ||||||||||||||||||||
Valuation: We tested our reporting units with goodwill and other indefinite-lived intangible assets in the fourth quarter of 2014 in accordance with our annual October 1 impairment testing. None of our reporting units showed indications of impairment for goodwill or other indefinite-lived intangible assets. | ||||||||||||||||||||
In the year ended December 31, 2013 we concluded a test for the impairment of goodwill and other intangible assets in our window and door profiles reporting unit. The window and door profiles reporting unit fair value was estimated using the discounted cash flow approach and market approach. We estimated our future discounted cash flows based on our actual results during the year ended December 31, 2013, as compared to our projections for such period. The cash flow approach assumed a gradual increase in financial performance, based on a housing market recovery in the United States, and a discount rate of approximately 15 percent. The window and door profiles reporting unit's future earnings are significantly influenced by the North American housing and construction markets. Our market approaches considered market multiples of peer companies as adjusted and applicable to our window and door profiles reporting unit within our building products segment. | ||||||||||||||||||||
Based on the results of our 2013 evaluation, we recorded an impairment charge to write-down goodwill and other intangible assets in the window and door profiles reporting unit by $24.9 million in the year ended December 31, 2013. The write-down was due primarily to the prolonged downturn in the North American housing and construction markets, continued pricing declines, and the expected impact of those declines on projected cash flows on the window and door profiles reporting unit. The write-down included $18.2 million for goodwill, $3.1 million for indefinite-lived trade names and $3.6 million for customer relationship assets. | ||||||||||||||||||||
Definite-lived intangible assets. At December 31, 2014 and 2013, we had definite-lived intangible assets in our building products segment that related to customer relationships and technology. In the acquisition of the Merged Business, we acquired definite-lived intangible assets in our chlorovinyls segment. The values of these assets acquired are $1.1 billion for customer relationships, $42.6 million for supply contracts, $14.9 million for technology and $6.0 million for trade names. In the fourth quarter of 2014, the Company recorded an impairment of approximately $2.6 million in definite-lived intangible assets relating to customer relationships from our chlorovinyls segment pertaining to our phosgene derivatives product line that is now classified as held-for-sale. At December 31, 2014 and 2013 there were no definite-lived intangible assets in our aromatics segment. The following table provides the definite-lived intangible assets, by reportable segment, as of December 31, 2014 and 2013. | ||||||||||||||||||||
Chlorovinyls | Building Products | Total | ||||||||||||||||||
(In millions) | December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||
Gross carrying amounts | ||||||||||||||||||||
Customer relationships | $ | 1,142.30 | $ | 1,142.30 | $ | 32.2 | $ | 32.2 | $ | 1,174.50 | $ | 1,174.50 | ||||||||
Supply contracts | 42.6 | 42.6 | - | - | 42.6 | 42.6 | ||||||||||||||
Trade names | 6 | 6 | - | - | 6 | 6 | ||||||||||||||
Technology | 14.9 | 14.9 | 17.4 | 17.4 | 32.3 | 32.3 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | 1,205.80 | 1,205.80 | 49.6 | 49.6 | 1,255.40 | 1,255.40 | ||||||||||||||
Accumulated impairment charges: | ||||||||||||||||||||
Customer relationships | (2.6 | ) | - | - | - | (2.6 | ) | - | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | (2.6 | ) | - | - | - | (2.6 | ) | - | ||||||||||||
Accumulated amortization: | ||||||||||||||||||||
Customer relationships | (121.1 | ) | (58.2 | ) | (12.1 | ) | (10.5 | ) | (133.2 | ) | (68.7 | ) | ||||||||
Supply contracts | (4.1 | ) | (2.0 | ) | - | - | (4.1 | ) | (2.0 | ) | ||||||||||
Trade names | (0.7 | ) | (0.3 | ) | - | - | (0.7 | ) | (0.3 | ) | ||||||||||
Technology | (1.3 | ) | (0.6 | ) | (12.7 | ) | (11.1 | ) | (14.0 | ) | (11.7 | ) | ||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | (127.2 | ) | (61.1 | ) | (24.8 | ) | (21.6 | ) | (152.0 | ) | (82.7 | ) | ||||||||
Foreign currency translation adjustment: | ||||||||||||||||||||
Customer relationships | (14.2 | ) | (4.0 | ) | - | - | (14.2 | ) | (4.0 | ) | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | (14.2 | ) | (4.0 | ) | - | - | (14.2 | ) | (4.0 | ) | ||||||||||
Net carrying amounts | ||||||||||||||||||||
Customer relationships | 1,004.40 | 1,080.10 | 20.1 | 21.7 | 1,024.50 | 1,101.80 | ||||||||||||||
Supply contracts | 38.5 | 40.6 | - | - | 38.5 | 40.6 | ||||||||||||||
Trade names | 5.3 | 5.7 | - | - | 5.3 | 5.7 | ||||||||||||||
Technology | 13.6 | 14.3 | 4.7 | 6.3 | 18.3 | 20.6 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 1,061.80 | $ | 1,140.70 | $ | 24.8 | $ | 28 | $ | 1,086.60 | $ | 1,168.70 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
The weighted average estimated useful life remaining for customer relationships, supply contracts, definite-lived trade names and technology is approximately 16 years, 18 years, 15 years, and 16 years, respectively. Amortization expense for the definite-lived intangible assets was $69.6 million, $64.3 million and $3.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. The estimated annual amortization expense for definite-lived intangible assets for the next five fiscal years is approximately $67.0 million per year. | ||||||||||||||||||||
Restructuring: In September 2013, we initiated a restructuring plan in our building products segment consisting of various cost saving initiatives, including the reduction of overhead and plant labor, and the consolidation of various plants, primarily in the window and door profiles reporting unit, to improve utilization and efficiencies. During the years ended December 31, 2014 and 2013, we recorded $6.3 million and $3.2 million, respectively, in restructuring charges in our building products segment that are included in Transaction-related costs and other, net in the consolidated statements of operations. We expect to complete these restructuring initiatives in 2015 with additional charges totaling approximately $1.9 million. | ||||||||||||||||||||
OTHER_ASSETS_NET
OTHER ASSETS, NET | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
OTHER ASSETS, NET | ||||||||
OTHER ASSETS, NET | 7. OTHER ASSETS, NET | |||||||
As of December 31, 2014 and 2013, other assets, net of accumulated amortization, consisted of the following: | ||||||||
December 31, | ||||||||
(In millions) | 2014 | 2013 | ||||||
Pension assets | $ | - | $ | 26.9 | ||||
Deferred financing costs, net | 26.2 | 28.8 | ||||||
Deferred income taxes | 21.1 | 21.8 | ||||||
Advances to and investments in joint ventures, net | 14.7 | 14.2 | ||||||
Other | 7.8 | 20.4 | ||||||
| | | | | | | | |
Total other assets, net | $ | 69.8 | $ | 112.1 | ||||
| | | | | | | | |
| | | | | | | | |
LONGTERM_DEBT_AND_LEASE_FINANC
LONG-TERM DEBT AND LEASE FINANCING OBLIGATION | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
LONG-TERM DEBT AND LEASE FINANCING OBLIGATION | ||||||||||
LONG-TERM DEBT AND LEASE FINANCING OBLIGATION | 8. LONG-TERM DEBT AND LEASE FINANCING OBLIGATION | |||||||||
As of December 31, 2014 and 2013, our long-term debt consisted of the following: | ||||||||||
December 31, | ||||||||||
(In millions) | Maturity Date | 2014 | 2013 | |||||||
4.625 Notes | February 15, 2021 | $ | 688 | $ | 688 | |||||
4.875 Notes | May 15, 2023 | 450 | 450 | |||||||
Term Loan (net of debt issuance costs totaling $1.8 million and $2.4 million at December 31, 2014 and 2013, respectively) | January 28, 2017 | 192.6 | 194.8 | |||||||
ABL Revolver | December 17, 2019 | - | - | |||||||
| | | | | | | | | | |
Total debt | 1,330.60 | 1,332.80 | ||||||||
Less current portion of long-term debt | (2.8 | ) | (2.8 | ) | ||||||
| | | | | | | | | | |
Long-term debt, net | $ | 1,327.80 | $ | 1,330.00 | ||||||
| | | | | | | | | | |
| | | | | | | | | | |
4.625 Notes | ||||||||||
The Company and certain of its subsidiaries guarantee $688.0 million aggregate principal amount of senior unsecured notes due 2021 bearing interest at a rate of 4.625 percent per annum (the "4.625 Notes") that were issued by Eagle Spinco Inc. ("Spinco"). Interest payments on the 4.625 Notes commenced on August 15, 2013 and interest is payable semi-annually in arrears on February 15 and August 15 of each year. The 4.625 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and by the Company's existing and future domestic subsidiaries, other than certain excluded subsidiaries. The proceeds from the 4.625 Notes retired a $688.0 million bridge loan for which we incurred $11.0 million of costs for the year ended December 31, 2013, related to financing fees that are included in "Loss on redemption and other debt costs" in our consolidated statements of operations. | ||||||||||
4.875 Notes | ||||||||||
On February 1, 2013, Axiall Corporation issued $450.0 million in aggregate principal amount of senior unsecured notes due 2023 which bear interest at a rate of 4.875 percent per annum (the "4.875 Notes"). Interest payments on the 4.875 Notes commenced on May 15, 2013 and interest is payable semi-annually in arrears on May 15 and November 15 of each year. The 4.875 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and future domestic subsidiaries, other than certain excluded subsidiaries. The net proceeds from the offering of the 4.875 Notes, together with cash on hand, funded the repurchase of our 9 percent senior secured notes due 2017 (the "9 percent notes") in a tender offer and related consent solicitation (the "Tender Offer") for an aggregate tender price of $502.3 million, including a make whole payment of $55.4 million. We accounted for the repurchase of the 9 percent notes as an extinguishment and expensed approximately $8.5 million of deferred financing fees and incurred charges of $2.2 million associated with the Tender Offer during the year ended December 31, 2013. | ||||||||||
Term Loan | ||||||||||
During the year ended December 31, 2013, the Company also guaranteed a $279.0 million term loan due 2017 made to Spinco (the "Term Loan"). The Term Loan bears interest at a rate equal to (at the Company's election): (i) the Base Rate (as defined in the Term Loan agreement and subject to a 2 percent floor) plus 1.50 percent per annum; or (ii) the reserve adjusted Eurodollar Rate (as defined in the Term Loan agreement and subject to a 1 percent floor) plus 2.50 percent per annum. As of December 31, 2014, outstanding borrowings under the Company's Term Loan had a stated interest rate of 3.50 percent per annum and an effective interest rate, inclusive of amortization of deferred debt issuance cost, of approximately 3.9 percent. | ||||||||||
Obligations under the Term Loan are fully and unconditionally guaranteed, on a senior secured basis, by the Company and its existing and future domestic subsidiaries, other than certain excluded subsidiaries and are secured by all the assets of the Company and the subsidiary guarantors. | ||||||||||
During the year ended December 31, 2013, we repaid approximately $81.8 million of the outstanding balance of the Term Loan. In connection with the repayment, we expensed $1.4 million of deferred financing fees, which is included in "Loss on redemption and other debt costs" in our consolidated statements of operations. During the year ended December 31, 2014, we repaid an additional $2.8 million of the outstanding balance of our Term Loan in accordance with the contractual terms of our agreement. | ||||||||||
ABL Revolver | ||||||||||
In December 2014, the Company amended and restated its asset-based revolving credit facility (the "ABL Revolver") to, among other things, increase the commitments under the ABL Revolver from $500.0 million to $600.0 million and extend the maturity date to December 17, 2019. At the Company's election, with respect to borrowings in the United States under the ABL Revolver, the borrowings bear interest at a rate equal to either: (i) the higher of certain index rates; or (ii) three-month London Interbank Offered Rate ("LIBOR"), plus an applicable margin. At the election of the Company, with respect to borrowings in Canada under the ABL Revolver, the borrowings will bear interest at a rate equal to either: (i) the higher of certain index rates; or (ii) three-month LIBOR, if available, in each case, plus an applicable margin. The applicable margin for borrowings under the ABL Revolver will be 0.50 percent per annum for base rate and index loans and 1.50 percent per annum for LIBOR margin loans, provided that if the Company has not received a corporate family credit rating of at least Ba3 from Moody's and BB– from S&P, the applicable margin will range from 0.5 percent to 1.0 percent, with respect to base rate and index loans and 1.5 percent to 2.0 percent with respect to LIBOR margin loans, depending on the utilization percentages set forth in the ABL Revolver. As of December 31, 2014 and 2013, we had no outstanding balance on our ABL Revolver. As of December 31, 2014, our availability under the ABL Revolver was approximately $429.8 million, net of outstanding letters of credit totaling $82.3 million. | ||||||||||
The ABL Revolver is fully and unconditionally guaranteed, on a senior secured basis, by each of the Company's existing and subsequently acquired or organized direct or indirect domestic subsidiaries, other than certain excluded subsidiaries. Canadian borrowing obligations under the ABL Revolver are unconditionally guaranteed by each of the Company's existing and subsequently acquired or organized direct or indirect domestic and Canadian subsidiaries, other than certain excluded subsidiaries. All obligations under the ABL Revolver, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the Company's assets and the assets of the subsidiary guarantors. | ||||||||||
The ABL Revolver, the Term Loan agreement and the indentures governing the 4.625 Notes and the 4.875 Notes each contain customary covenants, including certain restrictions on the Company and its subsidiaries ability to pay dividends and repurchase shares of Company stock. These covenants are subject to certain exceptions and qualifications. Under the ABL Revolver, dividend payments and repurchases of our common stock in an aggregate amount not to exceed $150 million in any fiscal year may be made if both borrowing availability under the ABL Revolver would have exceeded $75 million at all times during the thirty days immediately preceding any such restricted payment and our consolidated fixed charge coverage ratio (as defined in the ABL Revolver) is equal to or exceeds 1.00 to 1.00, each on a pro forma basis after giving effect to any such proposed restricted payment. In addition, under the ABL Revolver, additional cash dividend payments may be made if both borrowing availability under the ABL Revolver then exceeds $100 million and our consolidated fixed charge coverage ratio (as defined in the ABL Revolver) is equal to or exceeds 1.10 to 1.00, each on a pro forma basis after giving effect to the proposed cash dividend payment. As of December 31, 2014, we were in compliance with the covenants under the ABL Revolver, the Term Loan agreement and the indentures governing the 4.625 Notes and 4.875 Notes. | ||||||||||
In connection with the issuance of each of the 4.625 Notes and 4.875 Notes, we entered into a registration rights agreement, pursuant to which we and the guarantors agreed to use our commercially reasonable efforts to file an exchange offer registration statement registering the 4.625 Notes and 4.875 Notes. On June 27, 2014, the Company completed the exchange offer registering the 4.625 Notes and 4.875 Notes with the SEC in satisfaction of the terms of these agreements. | ||||||||||
Subsequent Event | ||||||||||
On February 27, 2015, Axiall Holdco, Inc., a wholly-owned subsidiary of the Company ("Axiall Holdco"), entered into a credit agreement with a syndicate of financial institutions (the "Term Loan Agreement") for a new $250 million term loan facility (the "New Term Loan Facility") in order to refinance the principal amount outstanding under Spinco's existing Term Loan Facility, pay related fees and expenses, and for general corporate purposes. Obligations under the New Term Loan Facility are fully and unconditionally guaranteed, on a senior secured basis, by the Company and by each of the Company's existing and future wholly-owned domestic subsidiaries, other than certain excluded subsidiaries. The obligations under the New Term Loan Facility are secured by substantially all of the assets of Axiall Holdco, the Company and the subsidiary guarantors. | ||||||||||
Borrowings under the New Term Loan are expected to mature on the seventh anniversary of the closing date. | ||||||||||
At the election of Axiall Holdco, the New Term Loan Facility bears interest at a rate equal to: (i) the Base Rate (as defined in the Term Loan Agreement) plus 1.50 percent per annum; or (ii) LIBOR (as defined in the Term Loan Agreement) plus 3.25 percent per annum; provided that at no time will the Base Rate be deemed to be less than 2.00 percent per annum or LIBOR be deemed to be less than 0.75 percent per annum. | ||||||||||
The Term Loan Agreement contains customary covenants (subject to exceptions), including certain restrictions on the Company and its subsidiaries to pay dividends. | ||||||||||
Lease Financing Obligation | ||||||||||
As of December 31, 2014 and 2013, we had a lease financing obligation of $94.2 million and $104.7 million, respectively. The change from the December 31, 2013 balance is due to a one-time $2.3 million payment and the change in the Canadian dollar exchange rate as of December 31, 2014. The lease financing obligation is the result of the sale and concurrent leaseback of certain land and buildings in Canada in 2007 for a term of ten years. In connection with this transaction, a collateralized letter of credit was issued in favor of the buyer-lessor. That factor and certain other terms and conditions resulted in the transaction being recorded as a financing transaction rather than a sale for GAAP purposes. As a result, the land, building and related accounts continue to be recognized in the consolidated balance sheets. The amount of the collateralized letter of credit was $1.6 million and $3.8 million as of December 31, 2014 and 2013, respectively. The collateralized letter of credit expired on February 2, 2015 and is no longer required. We are not obligated to repay the lease financing obligation amount of $94.2 million. Our obligation is for the future minimum lease payments under the terms of the related lease agreements. The future minimum lease payments under the terms of the related lease agreements as of December 31, 2014 are $5.5 million in 2015, $5.5 million in 2016 and $1.4 million in 2017, the final year of the lease agreements. The change in the future minimum lease payments from such amounts disclosed as of December 31, 2013 is due to the one-time $2.3 million payment, current period lease payments and the change in the Canadian dollar exchange rate as of December 31, 2014. | ||||||||||
Cash Interest | ||||||||||
Cash payments for interest during the years ended December 31, 2014, 2013 and 2012 were $66.4 million, $76.3 million and $55.8 million, respectively. | ||||||||||
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||
9. FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||
Financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, commodity purchase contracts and long-term debt. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value because of the nature of such instruments. The fair values of our outstanding notes, as shown in the table below, are based on quoted market values. The fair value of our Term Loan facility is based on present rates for indebtedness compared to peers with similar amounts of indebtedness, durations and credit risk. Our commodity purchase contracts are fair valued with Level 2 inputs based on quoted market values for similar but not identical financial instruments. | ||||||||||||||
The FASB ASC 820-10 establishes a fair value hierarchy that prioritizes observable and unobservable inputs to valuation techniques used to measure fair value. These levels, in order of highest to lowest priority are described below: | ||||||||||||||
Level 1— | Quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date. | |||||||||||||
Level 2— | Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | |||||||||||||
Level 3— | Prices that are unobservable for the asset or liability and are developed based on the best information available under the circumstances, which might include the Company's own data. | |||||||||||||
The following is a summary of the carrying values and estimated fair values of our long-term debt and commodity purchase contracts as of December 31, 2014 and 2013: | ||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
(In millions) | Carrying | Fair | Carrying | Fair | ||||||||||
Value | Value | Value | Value | |||||||||||
Level 1: | ||||||||||||||
Long-term debt: | ||||||||||||||
4.625 Notes | $ | 688 | $ | 651.9 | $ | 688 | $ | 676.4 | ||||||
4.875 Notes | $ | 450 | $ | 426.7 | $ | 450 | $ | 426.9 | ||||||
Level 2: | ||||||||||||||
Long-term debt: | ||||||||||||||
Term Loan (net of debt issuance costs totaling $1.8 million and $2.4 million at December 31, 2014 and 2013, respectively) | $ | 192.6 | $ | 194.4 | $ | 194.8 | $ | 199 | ||||||
Derivative instruments: | ||||||||||||||
Commodity purchase contracts | $ | (12.9 | ) | $ | (12.9 | ) | $ | - | $ | - | ||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |
Dec. 31, 2014 | ||
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | ||
10. COMMITMENTS AND CONTINGENCIES | ||
Leases. We lease railcars, storage terminals, computer equipment, automobiles, warehouses and office space under non-cancelable operating leases and capital leases with varying maturities through the year 2025. Future minimum payments under these non-cancelable operating leases as of December 31, 2014 are $39.6 million in 2015, $32.6 million in 2016, $27.3 million in 2017, $17.6 million in 2018, $11.9 million in 2019 and $32.5 million thereafter. Total lease expense was approximately $53.1 million, $54.4 million and $33.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. Lease expense is recognized on a straight-line basis over the term of the lease. | ||
Letters of Credit. As of December 31, 2014 and 2013, we had outstanding letters of credit totaling approximately $82.3 million and $79.8 million, respectively. Outstanding letters of credit directly reduce our availability under our ABL Revolver. Letters of credit, which typically have terms from one month to one year, primarily provide additional security for payments to real property lessors, insurance claim administrators and provide financial assurance to states for environmental closures, post-closure costs and potential third party liability awards. | ||
Purchase Commitments. Our long-term raw material purchase agreements with variable and fixed payment obligations expired in 2014. Under the contracts, we were required to prepay a certain portion of the fixed and determinable costs. We capitalized $9.1 million of those costs in 2013 that were included in other assets, net, in the accompanying consolidated balance sheets. We amortized the advances over the contractual term of the applicable contracts. We analyze the recoverability of these prepaid manufacturing costs based on the creditworthiness of the manufacturer and the performance under the terms of the contract. In addition, the purchase commitments were at market prices and were designed to assure a source of supply. The aggregate amount of payments made under the fixed and determinable cost component of the agreements for purchases in 2014, 2013 and 2012 was $80.1 million, $96.1 million and $110.9 million, respectively. Additionally, in the year ended December 31, 2014 we made a significant amount of raw material purchases from one of our suppliers totaling approximately $385.4 million and had accounts payable to this supplier of $16.5 million as of December 31, 2014. | ||
In addition, and in connection with the Merger, we acquired a 50 percent ownership interest in RS Cogen, LLC ("RS Cogen"), which produces electricity and steam that are primarily sold to Axiall and its joint venture partner under take-or-pay contracts with terms that extend to 2022. As of December 31, 2014, Axiall's future commitment to purchase electricity and steam from the joint venture approximates $23.5 million per year (approximately $186.5 million in the aggregate) subject to contractually defined inflation adjustments through 2022. Purchases in the years ended December 31, 2014 and 2013 approximated $25.0 million and $22.9 million, respectively. | ||
Deferred Acquisition Payments. We were obligated to make payments in the total amount of $50.0 million in deferred purchase price acquisition costs to PPG based upon the final funding status of the pension plans acquired with the Merged Business. We paid $10 million of that amount to PPG in the year ended December 31, 2014. Future payments under the terms of our agreement are $10.0 million in 2015, $15.0 million in 2016 and $15.0 million in 2017. | ||
Employee matters. As of December 31, 2014, we had approximately 6,000 full-time employees. We employ approximately 1,600 employees, representing 27 percent of our workforce, under collective bargaining agreements that expire at various times through 2018. We believe our relationships with our employees and their representative organizations are good. | ||
Legal Proceedings. We are involved in a number of contingencies incidental to the normal conduct of our business including lawsuits, claims and environmental contingencies. The outcome of these contingencies is inherently unpredictable. We believe that, in the aggregate, the outcome of all known contingencies including lawsuits, claims and environmental contingencies will not have a material adverse effect on our financial statements; however, specific outcomes with respect to such contingencies may be material to the financial statements of any particular period in which costs, if any, are recognized. Our assessment of the potential impact of the environmental contingencies is subject to uncertainty due to the complex, ongoing and evolving process of investigation and remediation of such environmental contingencies, and the potential for technological and regulatory developments. In addition, the impact of evolving programs, such as natural resource damage claims, industrial site reuse initiatives and state remediation programs creates further uncertainty of the ultimate resolution of these environmental contingencies. We anticipate that the resolution of many contingencies, and in particular environmental contingencies, will occur over an extended period of time. | ||
On December 20, 2013, a fire occurred at our PHH vinyl chloride monomer ("VCM") manufacturing plant in Lake Charles, Louisiana. As of December 31, 2014, approximately 2,615 individuals had filed lawsuits against the Company alleging personal injury or property damage related to the incident. We have not recorded an accrual in connection with any of these lawsuits because, at this time, we are unable to reasonably determine whether any potential loss is probable or reasonably possible. In addition, we currently are unable to provide a reasonable estimate of the potential loss or range of loss, if any, expected to result from this contingency. We are unable to make these determinations due to a number of variables, including without limitation, uncertainties related to: (1) the fact that no written or oral discovery has been conducted by the Company in any of these lawsuits; (2) the procedural status and jurisdictions in which these lawsuits may be adjudicated; (3) the parties' respective litigation strategies; (4) the fact that none of the complaints have alleged specific injuries or a specific amount of damages; (5) any symptoms experienced by any of the plaintiffs, and whether there will be any reliable information, documentation or other discovery related thereto; (6) the pre-and-post fire medical or physical condition of the plaintiffs, and whether there will be any reliable information, documentation or other discovery related thereto; and (7) the location of any plaintiff at the time of the fire, and the duration of any exposure related thereto, and whether there will be any reliable information, documentation or other discovery related thereto. | ||
Environmental Remediation. Our operations and assets are subject to extensive environmental, health and safety regulations, including laws and regulations related to air emissions, water discharges, waste disposal and remediation of contaminated sites, at both the national and local levels in the United States. We are also subject to similar laws and regulations in Canada and other jurisdictions in which we operate. The nature of the chemical and building products industries exposes us to risks of liability under these laws and regulations due to the production, storage, use, transportation and sale of materials that can cause contamination or personal injury, including, in the case of chemicals, potential releases into the environment. Environmental laws may have a significant effect on the costs of use, transportation and storage of raw materials and finished products, as well as the costs of the storage and disposal of wastes. We have and will continue to incur substantial operating and capital costs to comply with environmental laws and regulations. In addition, we may incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations for violations arising under these laws and regulations. | ||
As of December 31, 2014 and 2013, we had reserves for environmental contingencies totaling approximately $54 million and $64 million, respectively, of which approximately $12 million were classified as a current liability in both years. Our assessment of the potential impact of these environmental contingencies is subject to considerable uncertainty due to the complex, ongoing and evolving process of investigation and remediation, if necessary, of such environmental contingencies, and the potential for technological and regulatory developments. | ||
Some of our significant environmental contingencies include the following matters: | ||
• | We have entered into a Cooperative Agreement with the Louisiana Department of Environmental Quality ("LDEQ") and various other parties for the environmental remediation of a portion of the Bayou d'Inde area of the Calcasieu River Estuary in Lake Charles, Louisiana. Remedy implementation began in the fourth quarter of 2014 and is expected to be completed during 2016 with a period of monitoring for remedy effectiveness to follow remediation. As of December 31, 2014 and 2013, we have reserved approximately $18 million and $25 million, respectively, for the costs associated with this matter. | |
• | As of December 31, 2014 and 2013, we had reserved approximately $15 million for environmental contingencies related to on-site remediation at the Lake Charles South Facility, principally for ongoing remediation of groundwater and soil in connection with our corrective action permit issued pursuant to the Hazardous and Solid Waste Amendments of the Resource Conservation and Recovery Act. The remedial activity is primarily related to the operation of a series of well water treatment systems across the Lake Charles South Facility. In addition, remediation of possible soil contamination will be conducted in certain areas. These remedial activities are expected to continue for an extended period of time. | |
• | As of December 31, 2014 and 2013, we had reserved approximately $15 million and $14 million, respectively, for environmental contingencies related to remediation activities at our Natrium, West Virginia facility. The remedial actions address National Pollutant Discharge Elimination System permit requirements related primarily to hexachlorocyclohexane, (commonly referred to as BHC) and mercury. We expect that these remedial actions will be in place for an extended period of time. | |
Environmental Laws and Regulations | ||
Due to the nature of environmental laws, regulations and liabilities, it is possible that we may not have identified all potentially adverse conditions. Such conditions may not currently exist or be detectable through reasonable methods, or may not be estimable. For example, our Natrium, West Virginia facility and Lake Charles South Facility have both been in operation for over 65 years. There may be significant latent liabilities or future claims arising from the operation of facilities of this age, and we may be required to incur material future remediation or other costs in connection with future actions or developments at these or other facilities. | ||
We expect to be continually subjected to increasingly stringent environmental and health and safety laws and regulations, and that continued compliance will require increased capital expenditures and increased operating costs or may impose restrictions on our present or future operations. It is difficult to predict the future interpretation and development of these laws and regulations or their impact on our future earnings and operations. Any increase in these costs, or any material restrictions, could materially adversely affect our liquidity, financial condition and results of operations. However, estimated costs for future environmental compliance and remediation may be materially lower than actual costs, or we may not be able to quantify potential costs in advance. Actual costs related to any environmental compliance in excess of estimated costs could have a material adverse effect on our financial condition in one or more future periods. | ||
Heightened interest in environmental regulation, such as climate change issues, has the potential to materially impact our costs and present and future operations. We, and other chemical companies, are currently required to file certain governmental reports relating to greenhouse gas ("GHG") emissions. The U.S. Government has considered, and may in the future implement restrictions or other controls on GHG emissions, any of which could require us to incur significant capital expenditures or further restrict our present or future operations. | ||
In addition to GHG regulations, the United States Environmental Protection Agency (the "EPA") has recently taken certain actions to limit or control certain pollutants created by companies such as ours. For example: | ||
• | In January 2013, the EPA issued Clean Air Act emission standards for boilers and incinerators (the "Boiler MACT regulations"), which are aimed at controlling emissions of toxic air contaminants. The regulations would require covered facilities to comply by January 2016. The coal fired power plant at our Natrium, West Virginia facility is our source most significantly impacted by the Boiler MACT regulations. | |
• | In April 2012, the EPA issued final regulations to update emissions limits for polyvinyl chloride ("PVC") and copolymer production (the "PVC MACT regulation"). The PVC MACT regulation sets standards for major sources of PVC production and establishes certain working practices, as well as monitoring, reporting and record-keeping requirements. We would have until April 2015 to come into compliance with certain requirements of the PVC MACT regulation, and due to compliance extensions we recently received from the relevant government agencies, until April 2016 to come into compliance with other requirements. We have already undertaken significant efforts to achieve compliance by these deadlines. Following the issuance of the PVC MACT regulation, legal challenges were filed by the vinyl industry's trade organization, several vinyl manufacturers and several environmental groups, which will likely impact provisions of the PVC MACT regulation. However, there could be significant changes from the currently existing PVC MACT regulation after all legal challenges have been exhausted, which could require us to incur capital expenditures, or increase our operating costs, to levels significantly higher than what we have previously estimated. | |
• | In March 2011, the EPA proposed amendments to the emission standards for hazardous air pollutants for mercury emissions from mercury cell chlor-alkali plants. These proposed amendments would require improvements in work practices to reduce fugitive mercury emissions and would result in reduced levels of mercury emissions while still allowing the mercury cell facilities to continue to operate. We operate a mercury cell production unit at our Natrium, West Virginia facility. No assurances as to the timing or content of the final regulation, or its ultimate cost to, or impact on us, can be provided. | |
The potential impact of these and/or unrelated future, legislative or regulatory actions on our current or future operations cannot be predicted at this time but could be significant. Such impacts could include the potential for significant compliance costs, including capital expenditures, could result in operating restrictions or could require us to incur significant legal or other costs related to compliance or other activities. Any increase in the costs related to these initiatives, or restrictions on our operations, could materially adversely affect our liquidity, financial condition or results of operations. | ||
Environmental Remediation: Reasonably Possible Matters. Our assessment of the potential impact of environmental contingencies is subject to considerable uncertainty due to the complex, ongoing and evolving process of investigation and remediation, if necessary, of such environmental contingencies, and the potential for technological and regulatory developments. As such, in addition to the amounts currently reserved, we may be subject to reasonably possible loss contingencies related to environmental matters in the range of $52 million to $89 million. Initial remedial actions are occurring with respect to these matters at two plant sites: the Lake Charles South Facility and the Natrium Facility. | ||
Involuntary Conversion of Property, Plant and Equipment. On December 20, 2013, a fire occurred in what is commonly known as the Company's PHH VCM manufacturing plant in Lake Charles, Louisiana. The fire impacted several process components of the PHH VCM manufacturing plant. Operations at the plant returned to full service at the end of June 2014. In December 2014, the Company and its insurers entered into an insurance settlement agreement, whereby the insurers agreed to pay the Company an aggregate of $20.8 million in settlement of the insurance claim for business interruption and property damage relating to the fire. We recognized $17.7 million of insurance recoveries in cost of sales in our consolidated statements of operations for the year ended December 31, 2014, of which $16.9 million related to business interruption. During the year ended December 31, 2014, we received cash proceeds from our insurers totaling $14.3 million of which $10.4 million is reflected in cash flows from operating activities and $3.9 million is reflected in cash flows from investing activities. As of December 31, 2014, we had a $6.5 million receivable for the balance of the payments owed to us by our insurers. | ||
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
SHARE-BASED COMPENSATION. | ||||||||||||||||
SHARE-BASED COMPENSATION | ||||||||||||||||
11. SHARE-BASED COMPENSATION | ||||||||||||||||
On May 17, 2011, our shareholders approved the Axiall Corporation 2011 Equity and Performance Incentive Plan (the "2011 Plan"). In January 2013, our shareholders approved an amendment to the 2011 Plan to increase the number of shares available under the plan by 1.8 million shares. Under the 2011 Plan as it existed at December 31, 2014, we were authorized to grant various share-based compensation awards for up to 3.6 million shares of our common stock to officers, employees and non-employee directors, among others. We have granted various types of share-based payment awards to participants, including restricted stock unit awards and stock option grants. Our policy is to issue new shares upon the exercise of stock options and the vesting of restricted stock units. As of December 31, 2014, there were approximately 2.1 million shares available for future grant to participants under our 2011 Plan. In connection with our adoption and shareholder approval of the 2011 Plan, we agreed to not grant additional share-based compensation awards under our previously existing equity compensation plans. | ||||||||||||||||
A summary of the expense related to share-based compensation cost by type of program is as follows: | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||||||
Restricted stock units expense | $ | 16.5 | $ | 10.6 | $ | 9.1 | ||||||||||
Stock options expense | 0.5 | 1 | - | |||||||||||||
| | | | | | | | | | | ||||||
Before-tax share-based compensation expense | 17 | 11.6 | 9.1 | |||||||||||||
Income tax benefit | (6.0 | ) | (3.9 | ) | (2.8 | ) | ||||||||||
| | | | | | | | | | | ||||||
After-tax share-based compensation expense | $ | 11 | $ | 7.7 | $ | 6.3 | ||||||||||
| | | | | | | | | | | ||||||
| | | | | | | | | | | ||||||
As of December 31, 2014 and 2013, we had approximately $23.1 million and $18.5 million, respectively, of total unrecognized compensation costs related to unvested share-based compensation, which we will record in our consolidated statements of operations over a weighted average recognition period of approximately two years. The total fair value of shares vested during the year ended December 31, 2014, 2013 and 2012 was approximately $14.6 million, $3.3 million and $5.3 million, respectively. | ||||||||||||||||
Diluted Earnings Per Share. In computing diluted earnings per share for the years ended December 31, 2014, 2013 and 2012, common stock equivalents of 0.3 million shares, 0.4 million shares and 0.2 million shares, respectively, were not included due to their anti-dilutive effect. Certain of our restricted stock units participate in dividend distributions, however, the distributions for these restricted stock units do not have a material impact on our earnings per share calculation. | ||||||||||||||||
Stock Options. A summary of stock option activity under all plans as of and for the year ended December 31, 2014 is as follows: | ||||||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic Value | ||||||||||||||
Remaining | Exercise | (In millions) | ||||||||||||||
Contractual | Price | |||||||||||||||
Terms | ||||||||||||||||
(Years) | ||||||||||||||||
Outstanding on January 1, 2014 | 302,934 | $ | 128.08 | |||||||||||||
Granted | - | - | ||||||||||||||
Exercised | (5,289 | ) | 30.06 | |||||||||||||
Expired | (8,581 | ) | 582.02 | |||||||||||||
| | | | | | | | | | | | | ||||
Outstanding on December 31, 2014 | 289,064 | 5.4 years | $ | 116.4 | $ | 2.5 | ||||||||||
| | | | | | | | | | | | | ||||
| | | | | | | | | | | | | ||||
Vested as of December 31, 2014 | 186,255 | 4.4 years | $ | 161.91 | $ | 1.6 | ||||||||||
Expected to vest as of December 31, 2014 | 102,760 | 7.1 years | $ | 33.93 | $ | 0.9 | ||||||||||
During the year ended December 31, 2014, we granted no options to purchase shares. During the year ended December 31, 2013, we granted options to purchase shares primarily to replace unvested awards of former employees of the Merged Business who became Axiall employees in connection with the Merger (the "Replacement Options"). The fair value of stock options when granted was estimated as of the date of grant using the Black-Scholes option pricing model. With the exception of the Replacement Options, option exercise prices are equal to the closing price of our common stock on the date of grant. The exercise price utilized for the Replacement Options resulted in the Replacement Options having a spread value equal to that of the PPG stock options being replaced, as measured at the closing date of the Merger. Options generally vest over a three year period from the date of grant and expire no more than ten years after the date of grant. The intrinsic value is calculated as the difference between the market value at period-end and the exercise price of the shares. There were no significant options exercised during the year ended December 31, 2013. The following table summarizes information about stock options outstanding at December 31, 2014: | ||||||||||||||||
Outstanding | Exercisable | |||||||||||||||
Range of Exercise Prices | Shares | Weighted | Weighted | Shares | Weighted | |||||||||||
Average | Average | Average | ||||||||||||||
Exercise | Remaining | Exercise | ||||||||||||||
Price | Contractual | Price | ||||||||||||||
Life | ||||||||||||||||
$8.75 to $21.25 | 39,972 | $ | 20.81 | 4.2 years | 39,972 | $ | 20.81 | |||||||||
$28.75 to $41.50 | 189,913 | 33.86 | 6.6 years | 87,104 | 33.77 | |||||||||||
$90.50 to $358.00 | 25,298 | 172.42 | 3.1 years | 25,298 | 172.42 | |||||||||||
$510.75 to $1,334.50 | 33,881 | 649.98 | 1.7 years | 33,881 | 649.98 | |||||||||||
| | | | | | | | | | | | | | | | |
$8.75 to $1,344.50 | 289,064 | 116.40 | 5.4 years | 186,255 | 161.91 | |||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Restricted Stock Units. We issue restricted stock units in the form of time-based restricted units and performance-based restricted units ("PRSUs"). A summary of restricted stock unit activity under all plans as of and for the year ended December 31, 2014 is as follows: | ||||||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Remaining | Grant | Value | ||||||||||||||
Contractual | Date | (In millions) | ||||||||||||||
Terms | Fair Value | |||||||||||||||
(Years) | ||||||||||||||||
Outstanding on January 1, 2014 | 1,009,303 | $ | 35.68 | |||||||||||||
Granted | 447,608 | 44.38 | ||||||||||||||
Vested and released | (421,347 | ) | 32.32 | |||||||||||||
Forfeited | (62,721 | ) | 41.64 | |||||||||||||
| | | | | | | | | | | | | ||||
Outstanding on December 31, 2014 | 972,843 | 1.1 Years | $ | 41.3 | $ | 40.2 | ||||||||||
| | | | | | | | | | | | | ||||
| | | | | | | | | | | | | ||||
Expected to vest as of December 31, 2014 | 927,467 | 1.1 Years | $ | 41.21 | $ | 39.4 | ||||||||||
During the years ended December 31, 2014, 2013 and 2012, we granted 447,608, 450,169 and 409,351 restricted stock units, respectively, to certain key employees and non-employee directors. Our restricted stock units granted during the year ended December 31, 2013, include grants to replace unvested awards of former employees of the Merged Business who became Axiall employees in connection with the Merger and grants in May 2013 to certain of our officers, employees and directors. The restricted stock units normally vest over a one- or three-year period. The weighted average grant date fair value per share of our restricted stock units granted during 2014, 2013 and 2012 was $44.38, $45.20 and $30.18, respectively, which is based on the stock price as of the date of grant or, in the case of certain performance restricted stock units ("PRSUs"), the fair value was estimated using a Monte Carlo simulation model. The total intrinsic value of restricted stock units that vested during the year ended December 31, 2014, 2013 and 2012 was $19.5 million, $6.1 million and $15.8 million, respectively. Restricted stock surrendered in satisfaction of required minimum tax withholding obligations was 163,404, 36,846 and 152,759 shares during 2014, 2013 and 2012, respectively. | ||||||||||||||||
In May 2012, we granted our executive officers and certain other senior managers PRSUs, which are a form of restricted stock units, for which the number of shares of common stock ultimately earned, if any, depends on our stock price performance measured against specified performance targets. All of those PRSUs are scheduled to vest on the third anniversary of their grant date, at which time the number of shares of common stock to be awarded in connection with the vesting of those PRSUs will be determined by multiplying the target award by a percentage ranging from 0 percent to 150 percent. The percentage to be used in the vesting calculation will be based solely on the price performance of our common stock during the performance period. | ||||||||||||||||
In May 2013, we granted PRSUs to our executive officers, for which the number of shares ultimately earned is contingent on our achievement of certain synergies relating to the Merger. The number of shares of our common stock to be awarded in connection with those PRSUs will be determined by multiplying the target award by a percentage ranging from 0 percent to 200 percent. The percentage to be used in that vesting calculation will be based solely on the amount of Merger-related synergies achieved as of the second anniversary date of the closing of the Merger. One-half of those PRSUs will vest on the second anniversary of the grant date and one-half will vest on the third anniversary of the grant date. Also, in May 2013, we granted PRSUs to certain of our executive officers, for which their vesting depends on the Company having a positive Adjusted EBITDA for the prescribed performance period. Those PRSUs are scheduled to vest in three equal installments on each of the first, second and third anniversaries of the grant date. In addition, in May 2013, we granted RSUs to certain other of our executive officers and to certain non-officer employees, which are scheduled to vest on each of the first, second and third anniversaries of the grant date, and for which there is no performance metric. | ||||||||||||||||
In May 2014, we granted PRSUs to our executive officers, for which the number of shares ultimately earned depends on our Company's relative total shareholder return ("TSR"), as compared to a group of peer companies. The number of shares of our common stock to be awarded in connection with the vesting of those PRSUs ranges from 0 percent to 200 percent, with the percentage to be used in such vesting calculation based on the TSR performance metric. All of those PRSUs are expected to vest on the third anniversary of the grant date. Also, in May 2014, we granted PRSUs to certain of our executive officers, for which the vesting depends on the Company having a positive Adjusted EBITDA for the prescribed performance period. Those PRSUs are scheduled to vest in three equal installments on each of the first, second and third anniversaries of the grant date. In addition, in May 2014, we granted RSUs to certain of our executive officers and non-officer employees, the majority of which are scheduled to vest in three equal installments on each of the first, second and third anniversaries of the grant date, and for which there is no performance metric. | ||||||||||||||||
The PRSUs granted in 2014, 2013 and 2012 are included with all restricted stock units in all calculations. | ||||||||||||||||
Share-Based Compensation Assumptions Related to PRSUs. We determined the fair value of PRSUs granted in 2013 based on the closing price of our stock on the date of grant as the performance obligations are dependent on the Company achieving a certain level of Merger-related synergies and certain Adjusted EBITDA performance targets. The fair value of our PRSUs granted in the years ended December 31, 2014, for which the performance metric is relative total shareholder return, and for the PRSUs granted in the year ended December 31, 2012, for which the performance metric was the Company's common stock-price performance, were estimated as of the date of grant using a Monte Carlo simulation model. The use of a valuation model requires us to make certain assumptions with respect to selected model inputs. The use of different assumptions could result in materially different valuations. We use the average of the high and low of the implied and historical volatility for our stock and the expected life of the awards is based on the vesting period. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on our dividend paying history and expectation of future dividend payments. The weighted average assumptions used in the Monte Carlo simulation model for the 2014 and 2012 grants are as follows: | ||||||||||||||||
PRSU Grants | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2014 | 2012 | |||||||||||||||
Assumptions: | ||||||||||||||||
Risk-free interest rate | 0.79% | 0.44% | ||||||||||||||
Expected life | 3.0 years | 3.0 years | ||||||||||||||
Expected volatility | 43% | 45% | ||||||||||||||
Expected dividend yield | NA | 1.07% | ||||||||||||||
EMPLOYEE_RETIREMENT_PLANS
EMPLOYEE RETIREMENT PLANS | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
EMPLOYEE RETIREMENT PLANS | ||||||||||||||||||||
EMPLOYEE RETIREMENT PLANS | ||||||||||||||||||||
12. EMPLOYEE RETIREMENT PLANS | ||||||||||||||||||||
Defined Benefit Plans | ||||||||||||||||||||
The Company sponsors and/or contributes to pension plans ("Pension Plans") and OPEB plans covering many of our United States employees, in whole or in part, based on meeting certain eligibility criteria. In addition, the Company and its subsidiaries have various pension plans and other forms of postretirement arrangements outside the United States, namely in Canada and Taiwan. | ||||||||||||||||||||
The Pension Plans provide benefits to certain employees and retirees and are closed to new hires. Effective January 31, 2014, amendments to the Pension Plans for United States non-bargained employees froze all future benefit accruals for non-bargained employees who were not already frozen. The financial impact of these amendments to the Pension Plans was recognized in the fourth quarter of 2013. | ||||||||||||||||||||
During 2014, the U.S. Pension Plans were amended to provide a one-time voluntary lump-sum distribution offer to terminated vested participants. Payments were made during December 2014 and a settlement charge of $5.8 million was recognized at December 31, 2014. | ||||||||||||||||||||
The OPEB plans are unfunded and provide medical and life insurance benefits for certain employees and their dependents. The OPEB plans require retiree contributions based on retiree-selected coverage levels for certain retirees and their dependents and provide for the sharing of future benefit cost increases between the Company and participants. | ||||||||||||||||||||
Modifications to the OPEB plans were made with respect to certain participants, to deliver retiree medical benefits through health reimbursement account contributions. For the impacted participants, these retiree medical changes became effective on January 1, 2014 for Medicare eligible retirees and January 1, 2015 for non-Medicare eligible retirees. In addition, life insurance benefits for non-bargained future retirees were eliminated effective January 1, 2014. These benefit changes were approved and communicated to participants in October 2013 and the quantitative financial impact to the OPEB plans for the United States was reflected beginning in the fourth quarter of 2013. | ||||||||||||||||||||
Benefit Obligations. The reconciliation of the beginning and ending balances of the projected benefit obligation for defined benefit plans is as follows: | ||||||||||||||||||||
Pension Benefits | OPEB | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Change in Benefit Obligation | ||||||||||||||||||||
Benefit obligation, beginning of year | $ | 673.4 | $ | 168.5 | $ | 97.9 | $ | - | ||||||||||||
Acquisitions | - | 576.1 | - | 182.9 | ||||||||||||||||
Service costs | 3.6 | 6.6 | 0.8 | 2 | ||||||||||||||||
Interest cost | 31.7 | 28 | 4.4 | 6.4 | ||||||||||||||||
Actuarial loss (gain) | 141.3 | (57.0 | ) | 16.7 | (4.2 | ) | ||||||||||||||
Foreign currency translation adjustment | (1.5 | ) | (0.8 | ) | (0.3 | ) | (0.1 | ) | ||||||||||||
Plan participants' contributions | - | - | 1.4 | 3.4 | ||||||||||||||||
Gross benefits paid | (38.2 | ) | (32.5 | ) | (9.2 | ) | (9.8 | ) | ||||||||||||
Plan amendments | - | - | - | (82.7 | ) | |||||||||||||||
Curtailments | - | (15.5 | ) | - | - | |||||||||||||||
Settlements | (24.0 | ) | - | - | - | |||||||||||||||
Other | 0.5 | - | - | - | ||||||||||||||||
| | | | | | | | | | | | | | |||||||
Benefit obligation, end of year | $ | 786.8 | $ | 673.4 | $ | 111.7 | $ | 97.9 | ||||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Accumulated benefit obligation, end of year | $ | 784 | $ | 670.7 | NA | NA | ||||||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
The accumulated benefit obligation is defined as the actuarial present value of pension benefits (whether vested or unvested) attributed to employee services rendered before December 31, 2014 and 2013, respectively, and based on employee service and compensation prior to the applicable date. | ||||||||||||||||||||
Plan Assets. The summary and reconciliation of the beginning and ending balances of the fair value of the plans' assets were as follows: | ||||||||||||||||||||
Pension Benefits | OPEB | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Change in Plan Assets | ||||||||||||||||||||
Fair value of plan assets, beginning of year | $ | 659.4 | $ | 115.8 | $ | - | $ | - | ||||||||||||
Acquisitions | - | 506.7 | - | - | ||||||||||||||||
Actual return on plan assets | 40.1 | 68.2 | - | - | ||||||||||||||||
Foreign currency translation adjustment | (1.1 | ) | (0.7 | ) | - | - | ||||||||||||||
Employer contribution | 2 | 1.9 | 7.8 | 6.4 | ||||||||||||||||
Plan participants' contributions | - | - | 1.4 | 3.4 | ||||||||||||||||
Gross benefits paid | (38.2 | ) | (32.5 | ) | (9.2 | ) | (9.8 | ) | ||||||||||||
Settlements | (24.0 | ) | - | - | - | |||||||||||||||
| | | | | | | | | | | | | | |||||||
Fair value of plan assets, end of year | $ | 638.2 | $ | 659.4 | $ | - | $ | - | ||||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Investments are classified based on the lowest level of input that is significant to the fair value measurement. The following table sets forth, by level within the fair value hierarchy, a summary of the investments measured at fair value and the target and current asset allocations. | ||||||||||||||||||||
Asset Category | Target | Percentage of | Total | Quoted | Significant | Significant | ||||||||||||||
Allocation | Plan Assets, | Prices in | Observable | Unobservable | ||||||||||||||||
2015 | December 31, | Active | Inputs | Inputs | ||||||||||||||||
2014 | Markets for | (Level 2) | (Level 3) | |||||||||||||||||
Identical | ||||||||||||||||||||
Assets | ||||||||||||||||||||
(Level 1) | ||||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||
Short-term investment fund | - | % | 2 | % | $ | 10.2 | $ | - | $ | 10.2 | $ | - | ||||||||
U.S. equity securities: | ||||||||||||||||||||
Consumer discretionary sector | 4.3 | 4.3 | - | - | ||||||||||||||||
Consumer staples sector | 6.1 | 6.1 | - | - | ||||||||||||||||
Energy sector | 1.3 | 1.3 | - | - | ||||||||||||||||
Finance sector | 2.3 | 2.3 | - | - | ||||||||||||||||
Health care sector | 9.9 | 9.9 | - | - | ||||||||||||||||
Index funds | 141.3 | - | 141.3 | - | ||||||||||||||||
Industrials sector | 3.5 | 3.5 | - | - | ||||||||||||||||
Information technology sector | 3.7 | 3.7 | - | - | ||||||||||||||||
Capital appreciation mutual fund | 39.4 | 39.4 | - | - | ||||||||||||||||
Small cap growth mutual fund | 7.2 | 7.2 | - | - | ||||||||||||||||
Pooled equity fund | 55.5 | - | 55.5 | - | ||||||||||||||||
Other | 1.3 | 1.3 | - | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total U.S. equity securities | 41 | % | 43 | % | 275.8 | 79.0 | 196.8 | - | ||||||||||||
U.S. fixed income securities: | ||||||||||||||||||||
Western assets total return funds | 85.5 | - | 85.5 | - | ||||||||||||||||
Blackrock investments, institutional | 70.8 | - | 70.8 | - | ||||||||||||||||
Other fixed income securities | 71.4 | - | 71.4 | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total fixed income securities | 38 | % | 36 | % | 227.7 | - | 227.7 | - | ||||||||||||
International securities: | ||||||||||||||||||||
Equity securities | 13 | % | 81.5 | 8.0 | 68.5 | 5.0 | ||||||||||||||
Euro pacific growth fund | 6 | % | 35.4 | 35.4 | - | - | ||||||||||||||
Fixed income securities | 6.2 | 2.0 | - | 4.2 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total international securities | 18 | % | 19 | % | 123.1 | 45.4 | 68.5 | 9.2 | ||||||||||||
Long-biased hedge fund | 3 | % | - | % | 0.2 | - | - | 0.2 | ||||||||||||
Real estate partnership | - | % | - | % | 1.2 | - | - | 1.2 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 638.2 | $ | 124.4 | $ | 503.2 | $ | 10.6 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Asset Category | Target | Percentage of | Total | Quoted | Significant | Significant | ||||||||||||||
Allocation | Plan Assets, | Prices in | Observable | Unobservable | ||||||||||||||||
2014 | December 31, | Active | Inputs | Inputs | ||||||||||||||||
2013 | Markets for | (Level 2) | (Level 3) | |||||||||||||||||
Identical | ||||||||||||||||||||
Assets | ||||||||||||||||||||
(Level 1) | ||||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||
Short-term investment fund | - | % | 1 | % | $ | 5.7 | $ | - | $ | 5.7 | $ | - | ||||||||
Receivables | - | % | 13 | % | 86.7 | - | - | 86.7 | ||||||||||||
U.S. equity securities: | ||||||||||||||||||||
Consumer discretionary sector | 6.6 | 6.6 | - | - | ||||||||||||||||
Consumer staples sector | 9.2 | 9.2 | - | - | ||||||||||||||||
Energy sector | 1.3 | 1.3 | - | - | ||||||||||||||||
Finance sector | 3.8 | 3.8 | - | - | ||||||||||||||||
Health care sector | 8.4 | 8.4 | - | - | ||||||||||||||||
Index funds | 93.6 | - | 93.6 | - | ||||||||||||||||
Industrials sector | 2.8 | 2.8 | - | - | ||||||||||||||||
Information technology sector | 7.3 | 7.3 | - | - | ||||||||||||||||
Capital appreciation mutual fund | 13.1 | 13.1 | - | - | ||||||||||||||||
Small cap growth mutual fund | 7.4 | 7.4 | - | - | ||||||||||||||||
Pooled equity fund | 47.8 | - | 47.8 | - | ||||||||||||||||
Other | 1.4 | 1.4 | - | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total U.S. equity securities | 43 | % | 31 | % | 202.7 | 61.3 | 141.4 | - | ||||||||||||
U.S. fixed income securities: | ||||||||||||||||||||
Pimco total return, institutional | 199.4 | 199.4 | - | - | ||||||||||||||||
Other fixed income securities | 65.2 | 2.8 | 62.4 | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total U.S. fixed income securities | 20 | % | 40 | % | 264.6 | 202.2 | 62.4 | - | ||||||||||||
International equity securities: | ||||||||||||||||||||
Euro pacific growth fund | 29.1 | 29.1 | - | - | ||||||||||||||||
Emerging market index funds | 5 | % | 10 | % | 62.8 | 5.1 | 57.7 | - | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total international equity securities | 20 | % | 14 | % | 91.9 | 34.2 | 57.7 | - | ||||||||||||
Long-biased hedge fund | 10 | % | 1 | % | 6.7 | - | - | 6.7 | ||||||||||||
Real estate partnership | 2 | % | - | % | 1.1 | - | - | 1.1 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 659.4 | $ | 297.7 | $ | 267.2 | $ | 94.5 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Roll-forward of Level 3 Investments. During the year ended December 31, 2013, the fair value of Level 3 investments consisted of $86.7 million relating to receivables of pension plan assets acquired in the Merger. The pension plans received a cash settlement of the receivables during 2014 and reinvested the proceeds in other plan assets. The following is a roll-forward of the Level 3 investments of our pension plan assets during the year ended December 31, 2014: | ||||||||||||||||||||
(In millions) | Receivables | Long-Biased | Real Estate | Equity | Fixed | |||||||||||||||
Hedge Fund | Partnership | Securities | Income | |||||||||||||||||
Securities | ||||||||||||||||||||
Beginning balance at December 31, 2013 | $ | 86.7 | $ | 6.7 | $ | 1.1 | $ | - | $ | - | ||||||||||
Collection of receivables | (86.2 | ) | - | - | - | - | ||||||||||||||
Purchases or transfers to Level 3 | - | 0.4 | - | 5 | 4.2 | |||||||||||||||
Foreign currency translation | - | - | - | - | - | |||||||||||||||
Unrealized gain on plan assets | - | - | 0.1 | - | - | |||||||||||||||
Realized loss on plan assets | (0.5 | ) | - | - | - | - | ||||||||||||||
Sale of assets or transfers from Level 3 | - | (6.9 | ) | - | - | - | ||||||||||||||
| | | | | | | | | | | | | | | | | ||||
Ending balance at December 31, 2014 | $ | - | $ | 0.2 | $ | 1.2 | $ | 5 | $ | 4.2 | ||||||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
Funded Status. The following table shows the funded status of the pension and other OPEB benefits, reconciled to the amounts reported on the consolidated balance sheets: | ||||||||||||||||||||
Pension Benefits | OPEB | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Funded status, end of year: | ||||||||||||||||||||
Fair value of plan assets | $ | 638.2 | $ | 659.4 | $ | - | $ | - | ||||||||||||
Benefit obligations | 786.8 | 673.4 | 111.7 | 97.9 | ||||||||||||||||
| | | | | | | | | | | | | | |||||||
Unfunded status | $ | (148.6 | ) | $ | (14.0 | ) | $ | (111.7 | ) | $ | (97.9 | ) | ||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Amounts recognized in the balance sheets consist of: | ||||||||||||||||||||
Noncurrent asset | $ | - | $ | 26.9 | $ | - | $ | - | ||||||||||||
Current liability | (1.5 | ) | (1.3 | ) | (8.7 | ) | (7.7 | ) | ||||||||||||
Noncurrent liability | (147.1 | ) | (39.6 | ) | (103.0 | ) | (90.2 | ) | ||||||||||||
| | | | | | | | | | | | | | |||||||
Amount recognized, end of year | $ | (148.6 | ) | $ | (14.0 | ) | $ | (111.7 | ) | $ | (97.9 | ) | ||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Gross amounts recognized in accumulated other comprehensive income (loss) consist of: | ||||||||||||||||||||
Net actuarial gain (loss) | $ | (131.5 | ) | $ | 11.4 | $ | (12.3 | ) | $ | 4.2 | ||||||||||
Prior service credit (cost) | (0.1 | ) | (0.1 | ) | 71.2 | 80.4 | ||||||||||||||
| | | | | | | | | | | | | | |||||||
Amount recognized, end of year | $ | (131.6 | ) | $ | 11.3 | $ | 58.9 | $ | 84.6 | |||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Certain of our pension plans have projected benefit obligations in excess of the fair value of plan assets. For these plans, the projected benefit obligations and the fair value of plan assets were as follows: | ||||||||||||||||||||
Pensions | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | ||||||||||||||||||
Projected benefit obligation, end of year | $ | 786.8 | $ | 430.5 | ||||||||||||||||
Fair value of plan assets, end of year | 638.2 | 389.6 | ||||||||||||||||||
Certain of our pension plans have accumulated benefit obligations in excess of the fair value of plan assets. For these plans, the accumulated benefit obligations and the fair value of plan assets were as follows: | ||||||||||||||||||||
Pensions | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | ||||||||||||||||||
Accumulated benefit obligaiton , end of year | $ | 784.0 | $ | 417.6 | ||||||||||||||||
Fair value of plan assets, end of year | 638.2 | 378.9 | ||||||||||||||||||
Changes in Other Comprehensive Income (Loss). The following table summarizes the changes in plan assets and benefit obligations which were recognized in other comprehensive income (loss): | ||||||||||||||||||||
Pensions | OPEB (1) | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
End of year: | 2014 | 2013 | 2012 | 2014 | 2013 | |||||||||||||||
Current year actuarial gain (loss) | $ | (142.5 | ) | $ | 102.2 | $ | (15.0 | ) | $ | (16.6 | ) | $ | 4.2 | |||||||
Amortization of actuarial loss (gain) | (0.4 | ) | (13.3 | ) | 1.6 | 0.1 | - | |||||||||||||
Current year prior service credit | - | - | - | - | 82.6 | |||||||||||||||
Amortization of prior service credit | - | - | - | (9.2 | ) | (2.3 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | ||||
Total recognized in other comprehensive income (loss) | $ | (142.9 | ) | $ | 88.9 | $ | (13.4 | ) | $ | (25.7 | ) | $ | 84.5 | |||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ | (137.1 | ) | $ | 106.2 | $ | (13.6 | ) | $ | (21.8 | ) | $ | 78.5 | |||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
-1 | OPEB plans were assumed in the Merger which closed on January 28, 2013. | |||||||||||||||||||
The following table summarizes the estimated amount that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in 2015: | ||||||||||||||||||||
(In millions) | Pensions | OPEB | ||||||||||||||||||
Prior service credit | $ | - | $ | 9.2 | ||||||||||||||||
Actuarial loss | (2.6 | ) | (0.1 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||
Total | $ | (2.6 | ) | $ | 9.1 | |||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
Net Periodic Benefit Income (Expense). Net periodic benefit income (expense) for the years ended December 31, 2014, 2013 and 2012 includes the following: | ||||||||||||||||||||
Pensions | OPEB Benefits | |||||||||||||||||||
Year Ended December 31, | Year Ended | |||||||||||||||||||
December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | 2014 | 2013 | |||||||||||||||
Components of net periodic benefit income (expense): | ||||||||||||||||||||
Interest cost | $ | (31.7 | ) | $ | (28.0 | ) | $ | (7.2 | ) | $ | (4.4 | ) | $ | (6.4 | ) | |||||
Service cost | (3.6 | ) | (6.6 | ) | - | (0.8 | ) | (2.0 | ) | |||||||||||
Expected return on assets | 47 | 38.5 | 8.7 | - | - | |||||||||||||||
Amortization of: | ||||||||||||||||||||
Prior service credit | - | - | - | 9.2 | 2.3 | |||||||||||||||
Actuarial gain (loss) | 0.4 | (2.1 | ) | (1.7 | ) | (0.1 | ) | - | ||||||||||||
| | | | | | | | | | | | | | | | | ||||
Total amotization | 0.4 | (2.1 | ) | (1.7 | ) | 9.1 | 2.3 | |||||||||||||
Settlement loss | (5.8 | ) | - | - | - | - | ||||||||||||||
Curtailment gain | - | 15.5 | - | - | - | |||||||||||||||
Other components of net periodic pension cost | (0.5 | ) | - | - | - | - | ||||||||||||||
| | | | | | | | | | | | | | | | | ||||
Total net periodic benefit income (expense) | $ | 5.8 | $ | 17.3 | $ | (0.2 | ) | $ | 3.9 | $ | (6.1 | ) | ||||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
Assumptions for Defined Benefit Obligations. Mortality is a key assumption used to determine the benefit obligation for the defined benefit pension and OPEB plans. The Company has historically utilized the Society of Actuaries' (SOA) published mortality data in developing a best estimate of mortality. On October 27, 2014, the SOA published updated mortality tables for U.S. plans ("RP-2014") and an updated generational improvement scale ("MP-2014"), which both reflect improved longevity. The Company adopted the SOA's new RP-2014 and MP-2014 as published by the SOA for purposes of measuring pension and OPEB benefit obligations at year-end. The change to the mortality assumption increased the year-end pension and OPEB obligations by $74 million and $2 million, respectively, as of December 31, 2014. | ||||||||||||||||||||
The discount rate reflects the rate at which pension benefit obligations could be effectively settled. We determined our discount rate by matching the expected cash flows of our pension and OPEB obligations to a yield curve generated from a broad portfolio of high-quality fixed rate debt instruments. The rate of compensation is based on projected salary increases for our plan participants. The healthcare cost trend assumption is based on a number of factors including our actual healthcare cost increases, the design of our benefit programs, the demographics of our active and retiree populations and external expectations of future medical cost inflation rates. The weighted average assumptions used for determining our benefit obligations as of December 31, are as follows: | ||||||||||||||||||||
Pension Benefits | OPEB | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Discount rate | 3.98% | 4.81% | 3.90% | 4.65% | ||||||||||||||||
Rate of compensation increase | 3.01% | 3.00% | NA | 3.00% | ||||||||||||||||
Health care cost trend rate | ||||||||||||||||||||
—Initial rate | NA | NA | 7.00% | 7.49% | ||||||||||||||||
—Ultimate rate | NA | NA | 4.50% | 4.50% | ||||||||||||||||
—Years to ultimate | NA | NA | 9 | 10 | ||||||||||||||||
Assumptions for Net Periodic Costs. The rate of compensation increase for our pension plans was not applicable in 2012 as all future benefits with respect to compensation increases were frozen for the plans that existed at that time. The rate of compensation increase for our OPEB plans was not applicable in 2014 due to benefit changes made to the U.S. OPEB plans, eliminating the salary-based life insurance benefit for future non-bargained retirees. The following weighted average assumptions were used to determine the net periodic costs for the defined benefit pension and OPEB plans for the years presented: | ||||||||||||||||||||
Pensions | OPEB | |||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | ||||||||||||||||
Discount rate | 4.81% | 4.16% | 5.00% | 4.65% | 4.39% | |||||||||||||||
Expected return on assets | 7.42% | 6.91% | 8.25% | NA | NA | |||||||||||||||
Rate of compensation increase | 3.00% | 3.14% | NA | NA | 3.11% | |||||||||||||||
Health care cost trend rate: | ||||||||||||||||||||
Initial rate | NA | NA | NA | 7.49% | 6.63% | |||||||||||||||
Ultimate rate | NA | NA | NA | 4.50% | 4.50% | |||||||||||||||
Years to ultimate rate | NA | NA | NA | 10 | 11 | |||||||||||||||
In selecting the rates for our current and long-term healthcare cost assumptions, we take into consideration a number of factors including our actual healthcare cost increases, the design of our benefit programs, the demographics of our active and retiree populations and external expectations of future medical cost inflation rates. If the assumed healthcare cost trend rates were 1 percent lower or 1 percent higher, the estimated OPEB cost for 2014 would decrease by $0.1 million or increase by $0.1 million, respectively. | ||||||||||||||||||||
The expected long-term rate of return on plan assets assumption is based on historical and projected rates of return for current and planned asset classes in the plan's investment portfolio. Projected rates of return for each of the plans' projected asset classes were selected after analyzing historical experience and future expectations of the returns and volatility of the various asset classes. Based on the target asset allocation for each asset class, the overall expected rate of return for the portfolio was developed and adjusted for historical and expected experience of active portfolio management results compared to the benchmark returns and for the effect of expenses paid from plan assets. | ||||||||||||||||||||
Our investment committee establishes investment policies and strategies and regularly monitors the performance of the plans' funds. Our investment strategy with respect to U.S. pension plan assets is to invest the assets in accordance with the "prudent investor" guidelines contained in the Employee Retirement Income Security Act of 1974 and fiduciary standards. Our policy on funding is to contribute an amount within the range of the minimum required and the maximum tax-deductible contribution. | ||||||||||||||||||||
Expected Cash Flows. During 2015, we expect to make contributions of $1.9 million to our pension plans and $8.9 million to our unfunded OPEB plans for benefit payments. We do not expect any federal subsidy with regards to our OPEB plans. Expected benefit payments for all pension and OPEB plans are as follows: | ||||||||||||||||||||
(In millions) | Pension | OPEB | ||||||||||||||||||
Benefits | (Gross) | |||||||||||||||||||
Expected benefit payments: | ||||||||||||||||||||
2015 | $ | 38.1 | $ | 8.9 | ||||||||||||||||
2016 | 39.3 | 8.3 | ||||||||||||||||||
2017 | 40.2 | 7.9 | ||||||||||||||||||
2018 | 41.5 | 7.7 | ||||||||||||||||||
2019 | 42.7 | 7.4 | ||||||||||||||||||
2020-2024 | 232.6 | 33.8 | ||||||||||||||||||
Defined Contribution Plans | ||||||||||||||||||||
Most employees are covered by defined contribution plans under which we make contributions to individual employee accounts. Our expense related to our defined contribution plans was approximately $21.1 million, $15.7 million and $7.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. In October 2012, we implemented an additional, discretionary company retirement contribution to our U.S. retirement savings plans. | ||||||||||||||||||||
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
13. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
Accumulated other comprehensive income (loss) includes (i) adjustments to pension and OPEB plan liabilities; (ii) foreign currency translation of assets and liabilities of foreign subsidiaries and the effects of exchange rate changes on intercompany balances of a long-term nature; (iii) equity investee's other comprehensive income items; and (iv) unrealized gains and losses on derivative financial instruments designated as cash flow hedges. Amounts recorded in accumulated other comprehensive income (loss), net of tax, as of December 31, 2014 and 2013, and changes within those periods are as follows: | ||||||||||||||
(In millions) | Accrued | Foreign | Derivative | Accumulated | ||||||||||
Pension and | Currency | Cash Flow | Other | |||||||||||
OPEB Plan | Items | Hedges | Comprehensive | |||||||||||
Liabilities | Income (loss) | |||||||||||||
Balance at December 31, 2012 | $ | (48.6 | ) | $ | 26.7 | $ | - | $ | (21.9 | ) | ||||
Other comprehensive income (loss) before reclassifications | 118.8 | (20.0 | ) | (0.9 | ) | 97.9 | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | (9.7 | ) | - | - | (9.7 | ) | ||||||||
| | | | | | | | | | | | | | |
Net current period other comprehensive income (loss) | 109.1 | (20.0 | ) | (0.9 | ) | 88.2 | ||||||||
| | | | | | | | | | | | | | |
Balance at December 31, 2013 | 60.5 | 6.7 | (0.9 | ) | 66.3 | |||||||||
Other comprehensive income (loss) before reclassifications | (103.2 | ) | (27.1 | ) | (7.4 | ) | (137.7 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | (2.3 | ) | - | - | (2.3 | ) | ||||||||
| | | | | | | | | | | | | | |
Net current period other comprehensive income (loss) | (105.5 | ) | (27.1 | ) | (7.4 | ) | (140.0 | ) | ||||||
| | | | | | | | | | | | | | |
Balance at December 31, 2014 | $ | (45.0 | ) | $ | (20.4 | ) | $ | (8.3 | ) | $ | (73.7 | ) | ||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | ||||||||||||||
Other comprehensive income (loss) is derived from adjustments to reflect the unrealized gain (loss) on derivatives, changes in pension and OPEB liability adjustments, changes in equity investee's other comprehensive loss and changes in foreign currency translation adjustments. The components of other comprehensive income (loss) for the years ended December 31, 2014, 2013 and 2012 are as follows: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||||
Change in foreign currency translation adjustment: | ||||||||||||||
Currency translation adjustments | $ | (57.7 | ) | $ | (34.7 | ) | $ | 8 | ||||||
Tax expense (benefit) | (22.9 | ) | (14.7 | ) | 3.9 | |||||||||
| | | | | | | | | | | ||||
Change in foreign currency translation adjustment, net of tax | $ | (34.8 | ) | $ | (20.0 | ) | $ | 4.1 | ||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Change in pension and OPEB liability adjustments: | ||||||||||||||
Adjustments to pension liabilities | $ | (164.9 | ) | $ | 189.1 | $ | (15.0 | ) | ||||||
Curtailment gain | - | (15.5 | ) | - | ||||||||||
Settlement loss | 5.8 | - | - | |||||||||||
Amortization of actuarial loss (gain) and prior service credit | (9.5 | ) | (0.2 | ) | 1.6 | |||||||||
| | | | | | | | | | | ||||
Pre-tax amount | (168.6 | ) | 173.4 | (13.4 | ) | |||||||||
Tax expense (benefit) | (63.1 | ) | 64.3 | (5.1 | ) | |||||||||
| | | | | | | | | | | ||||
Pension and OPEB liability adjustment, net of tax | $ | (105.5 | ) | $ | 109.1 | $ | (8.3 | ) | ||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Change in derivative cash flow hedges: | ||||||||||||||
Commodity hedge contracts | $ | (10.6 | ) | $ | - | $ | 0.7 | |||||||
Equity interest in investee's other comprehensive loss | (1.2 | ) | (1.4 | ) | - | |||||||||
| | | | | | | | | | | ||||
Pre-tax amount | (11.8 | ) | (1.4 | ) | 0.7 | |||||||||
Tax expense (benefit) | (4.4 | ) | (0.5 | ) | 0.2 | |||||||||
| | | | | | | | | | | ||||
Unrealized gain (loss) on derivative cash flow hedges, net of tax | $ | (7.4 | ) | $ | (0.9 | ) | $ | 0.5 | ||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Other comprehensive income (loss), before income taxes | $ | (238.1 | ) | $ | 137.3 | $ | (4.7 | ) | ||||||
Total tax expense (benefit) for the period | (90.4 | ) | 49.1 | (1.0 | ) | |||||||||
| | | | | | | | | | | ||||
Other comprehensive income (loss), net of tax | $ | (147.7 | ) | $ | 88.2 | $ | (3.7 | ) | ||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
The components of other comprehensive income (loss) that have been reclassified during the years ended December 31, 2014, 2013 and 2012 are as follows: | ||||||||||||||
Year Ended | ||||||||||||||
December 31, | Affected Line Items on the | |||||||||||||
(In millions) | 2014 | 2013 | 2012 | Consolidated Statements of Operations | ||||||||||
Details about other comprehensive income (loss) components: | ||||||||||||||
Change in pension and OPEB liability adjustments: | ||||||||||||||
Curtailment gain(1) | $ | - | $ | (15.5 | ) | $ | - | Transaction-related costs and other, net | ||||||
Settlement loss(1) | 5.8 | - | - | Transaction-related costs and other, net | ||||||||||
Amortization of actuarial loss (gain) and prior service credit(1) | (9.5 | ) | (0.2 | ) | 1.6 | Cost of sales and selling, general and administrative expenses | ||||||||
| | | | | | | | | | | | |||
Pre-tax amount | (3.7 | ) | (15.7 | ) | 1.6 | |||||||||
Tax expense (benefit) | (1.4 | ) | (6.0 | ) | 0.6 | Provision for income taxes | ||||||||
| | | | | | | | | | | | |||
Reclassifications for the period, net of tax | $ | (2.3 | ) | $ | (9.7 | ) | $ | 1 | ||||||
| | | | | | | | | | | | |||
| | | | | | | | | | | | |||
-1 | These other comprehensive income (loss) components are included in the computation of net periodic benefit income (expense). See Note 12 of the Notes to the Consolidated Financial Statements for additional details. | |||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
INCOME TAXES | ||||||||||||
INCOME TAXES | ||||||||||||
14. INCOME TAXES | ||||||||||||
For the years ended December 31, 2014, 2013 and 2012, income before income taxes consisted of the following: | ||||||||||||
Year Ended December 31, | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||
United States operations | $ | 41.8 | $ | 210.1 | $ | 175.9 | ||||||
Foreign operations | 15.9 | 31.5 | 1.8 | |||||||||
| | | | | | | | | | | ||
Total | $ | 57.7 | $ | 241.6 | $ | 177.7 | ||||||
| | | | | | | | | | | ||
| | | | | | | | | | | ||
Provision for income taxes consists of the following: | ||||||||||||
Year Ended December 31, | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||
Current income taxes: | ||||||||||||
Federal | $ | 20.7 | $ | 106.2 | $ | 63.5 | ||||||
State | 3.9 | 14.9 | 6.7 | |||||||||
Foreign | (0.2 | ) | 7.8 | (4.5 | ) | |||||||
| | | | | | | | | | | ||
Total current | 24.4 | 128.9 | 65.7 | |||||||||
| | | | | | | | | | | ||
Deferred income taxes: | ||||||||||||
Federal | (14.5 | ) | (49.0 | ) | (11.7 | ) | ||||||
State | (0.8 | ) | (2.0 | ) | 3.2 | |||||||
Foreign | (1.6 | ) | (4.3 | ) | - | |||||||
| | | | | | | | | | | ||
Total deferred | (16.9 | ) | (55.3 | ) | (8.5 | ) | ||||||
| | | | | | | | | | | ||
Provision for income taxes | $ | 7.5 | $ | 73.6 | $ | 57.2 | ||||||
| | | | | | | | | | | ||
| | | | | | | | | | | ||
Income tax expense attributable to income before income taxes differs from the amounts computed by applying the U.S. statutory federal income tax rate to income before income taxes as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
U.S. statutory federal income tax rate | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal benefit | 3.5 | 3.5 | 3.7 | |||||||||
Difference between U.S. and foreign tax rates | (3.0 | ) | 0.1 | - | ||||||||
Tax credits | (3.4 | ) | (0.7 | ) | (1.3 | ) | ||||||
Domestic manufacturing deduction | (7.9 | ) | (4.7 | ) | (2.8 | ) | ||||||
Percentage depletion | (6.8 | ) | (1.5 | ) | (0.4 | ) | ||||||
Net change in unrecognized tax benefits | (16.0 | ) | (1.2 | ) | (3.5 | ) | ||||||
Change in valuation allowance | 2.8 | (0.3 | ) | 0.3 | ||||||||
Goodwill impairment | 2.5 | 2.6 | - | |||||||||
Non-deductible interest | 1.7 | - | - | |||||||||
Capitalized acquisition costs | - | 0.1 | 2.1 | |||||||||
Other, net | 4.6 | (2.4 | ) | (0.9 | ) | |||||||
| | | | | | | | | | | ||
Effective income tax rate | 13 | % | 30.5 | % | 32.2 | % | ||||||
| | | | | | | | | | | ||
| | | | | | | | | | | ||
Net cash payments for income taxes during the years ended December 31, 2014, 2013 and 2012 were $63.3 million, $130.9 million and $54.3 million, respectively. | ||||||||||||
Our net deferred tax liability consisted of the following major items: | ||||||||||||
As of December 31, | ||||||||||||
(In millions) | 2014 | 2013 | ||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 35.1 | $ | 47.5 | ||||||||
Employee compensation | 20.2 | 17.8 | ||||||||||
Accrued liabilities | 24.2 | 16.8 | ||||||||||
Tax credits | 24.9 | 29.6 | ||||||||||
Environmental | 15.4 | 19.1 | ||||||||||
Property, plant and equipment | 39.1 | 36.9 | ||||||||||
Pension | 96.3 | 40.6 | ||||||||||
Other deferred tax assets | 21.2 | 7 | ||||||||||
| | | | | | | | |||||
Total deferred tax assets | 276.4 | 215.3 | ||||||||||
| | | | | | | | |||||
Valuation allowance | (86.6 | ) | (93.0 | ) | ||||||||
| | | | | | | | |||||
Total deferred tax assets | 189.8 | 122.3 | ||||||||||
Deferred tax liability: | ||||||||||||
Property, plant and equipment | (391.8 | ) | (381.8 | ) | ||||||||
Intangible assets | (392.6 | ) | (416.3 | ) | ||||||||
Inventories | (11.1 | ) | (10.1 | ) | ||||||||
Debt restructuring | (29.3 | ) | (39.2 | ) | ||||||||
Foreign outside basis difference | (68.2 | ) | (78.8 | ) | ||||||||
Other | (15.2 | ) | (21.7 | ) | ||||||||
| | | | | | | | |||||
Total deferred tax liability | (908.2 | ) | (947.9 | ) | ||||||||
| | | | | | | | |||||
Net deferred tax liability | $ | (718.4 | ) | $ | (825.6 | ) | ||||||
| | | | | | | | |||||
| | | | | | | | |||||
As of December 31, 2014, we had U.S. state and foreign net operating loss carryforwards ("NOLs"). Our foreign NOLs relate to our operations in Canada and reside in both federal and provincial tax jurisdictions. The jurisdictional amount of NOLs as of December 31, 2014, and the years in which they will expire, are as follows: | ||||||||||||
Jurisdiction (in millions) | NOL | Year of | ||||||||||
Amount | Expiration | |||||||||||
U.S. State | $ | 55.5 | 2021-2034 | |||||||||
Canada federal | 154.9 | 2032 | ||||||||||
Canada provincial | 265.3 | 2032 | ||||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected taxable income and tax-planning strategies available to us in making this assessment. Substantially all of our valuation allowance relates to deferred tax assets in the Canadian operations of Royal Group, Inc. Our valuation allowance decreased from $93.0 million at December 31, 2013 to $86.6 million at December 31, 2014 predominantly because of foreign exchange differences. We evaluate the recoverability and realizability of deferred tax assets and the provisions for valuation allowance periodically based on our projections of future taxable earnings, timing of the reversal of future taxable temporary differences (including the impact of available carryback and carryforward periods) and tax planning strategies available to us to determine the timing for and extent to which we will release our valuation allowance against our net deferred tax assets in Canada in the future. | ||||||||||||
Subsequently recognized tax benefits related to the valuation allowance for deferred tax assets as of December 31, 2014 and 2013 will result in an income tax benefit if realized in a future year of $86.6 million and $93.0 million, respectively. | ||||||||||||
As of December 31, 2014, we had U.S. state and foreign tax credit carryovers. These tax credits expire over varying amounts and periods as follows: | ||||||||||||
Jurisdiction (in millions) | Tax credit | Year of | ||||||||||
Carryover Amount | Expiration | |||||||||||
U.S. state tax credits (gross of federal benefit) | $ | 19.9 | Indefinite | |||||||||
U.S. foreign income tax credits | 1.2 | 2023 | ||||||||||
Canadian income tax credits | 10.8 | 2017-2034 | ||||||||||
The Canadian tax credit includes approximately $4.8 million of foreign income tax credits that were recorded as a result of our acquisition of Royal Group. The balance of the foreign tax credits was earned during the period from the acquisition date of Royal Group through December 31, 2014. | ||||||||||||
We are not permanently reinvested with respect to the outside basis difference for all our foreign subsidiaries. As of December 31, 2014 and 2013, the deferred tax liability recorded on the outside basis difference was $68.2 million and $78.8 million, respectively. | ||||||||||||
Liability for Unrecognized Income Tax Benefits | ||||||||||||
We account for uncertain income tax positions in accordance with ASC topic 740, Accounting for Income Taxes. ASC topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under ASC topic 740, we recognize the financial statement effects of a tax position when it is more likely than not, based upon the technical merits, that the position will be sustained upon examination. Conversely, we derecognize a previously recognized tax position in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination. A tax position that meets the more likely than not recognition threshold will initially and subsequently be measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with a taxing authority. We also recognize interest expense by applying a rate of interest to the difference between the tax position recognized in accordance with ASC topic 740 and the amount previously taken or expected to be taken in a tax return. We classify interest expense and related penalties, if any, with respect to our uncertain tax positions in the provision for income taxes. | ||||||||||||
As of December 31, 2014 and 2013, our liability for unrecognized income tax benefits was approximately $10.0 million and $16.3 million, respectively. If recognized, $2.2 million of this amount would affect our effective tax rate. As of December 31, 2014 and 2013, our liability for interest and penalties was approximately $0.9 million and $3.4 million, respectively. For each of the years ended December 31, 2014, 2013 and 2012, we recognized approximately $0.3 million, $0.7 million and $0.8 million, respectively, of additional interest expense in our income tax provision related to our liability for unrecognized income tax benefits. During 2015, it is reasonably possible that uncertain tax positions in the U.S. and Canada will be recognized as a result of the lapse of the applicable statute of limitations. The aggregate amount of these positions is approximately $5.0 million. We are under examination by the Canada Revenue Agency for years ended 2011, 2012, and 2013. The results of the Canadian Revenue Agency examinations cannot presently be determined. | ||||||||||||
The following table describes the tax years that remain subject to examination by major tax jurisdiction: | ||||||||||||
Tax Jurisdiction | Open Years | |||||||||||
United States Federal | 2011-2014 | |||||||||||
Canada | 2009-2014 | |||||||||||
Various states | 2006-2014 | |||||||||||
Taiwan | 2013-2014 | |||||||||||
Reconciliations of the liability for unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012 are set forth in the table below: | ||||||||||||
Year Ended December 31, | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||
Balance as of beginning of the year | $ | 16.3 | $ | 18.5 | $ | 22.1 | ||||||
Additions for current year tax positions | 0.3 | 0.2 | 0.2 | |||||||||
Additions for prior year tax positions | 1 | 1.2 | 0.8 | |||||||||
Reductions for prior year tax positions | (4.0 | ) | (0.2 | ) | (2.1 | ) | ||||||
Reductions related to expirations of statute of limitations | (2.8 | ) | (2.5 | ) | (2.9 | ) | ||||||
Foreign currency translation | (0.8 | ) | (0.9 | ) | 0.4 | |||||||
| | | | | | | | | | | | |
Balance as of the end of the year | $ | 10 | $ | 16.3 | $ | 18.5 | ||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
INVESTMENTS_AND_RELATED_PARTY_
INVESTMENTS AND RELATED PARTY TRANSACTIONS | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
INVESTMENTS. AND RELATED PARTY TRANSACTIONS | ||||||||||||
INVESTMENTS AND RELATED PARTY TRANSACTIONS | 15. INVESTMENTS AND RELATED PARTY TRANSACTIONS | |||||||||||
Chlorovinyls | ||||||||||||
We have joint ventures that are accounted for using the equity method. In 2014, our investment in joint ventures included: (i) $5.8 million, relating to our 50 percent interest in Shriram Vinyl Polytech Private Limited, a joint venture formed in April 2014 to facilitate the manufacture and sale of certain compound products in India; and (ii) $4.6 million relating to our 50 percent interest in RS Cogen LLC, ("RS Cogen"), which we acquired in the Merger. RS Cogen produces electricity and steam that are primarily sold to Axiall and its joint venture partner under take-or-pay contracts that extend to 2022; and (iii) $0.6 million relating to our 50 percent interest in Vinyl Solutions, LLC a compounding manufacturer of specialty compounds. In 2013, our investments in joint ventures primarily included: (i) $10.9 million relating to RS Cogen; and (ii) $0.7 million relating to Vinyl Solutions. | ||||||||||||
As of December 31, 2014 and 2013, and for each of the three years ended December 31, 2014, 2013 and 2012 our related party balances for the joint ventures in our chlorovinyls segment consisted of the following: | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | Financial Statement | ||||||||
Classification | ||||||||||||
Investment in joint venture | $ | 11.0 | $ | 11.7 | NA | Other long term assets | ||||||
Receivables due from affiliates | 5.5 | 5.0 | NA | Accounts receivables | ||||||||
Amounts due to affiliates | 0.4 | 1.9 | NA | Accounts payable | ||||||||
Equity in earnings from joint ventures | 0.6 | 0.8 | $ | 0.7 | Cost of sales | |||||||
Axiall's future commitment to purchase electricity and steam from the RS Cogen joint venture per the take-or-pay contracts approximates $23.5 million per year subject to contractually defined inflation adjustments. As of December 31, 2014, our future commitment under the take-or-pay arrangement approximates $186.5 million in the aggregate, with purchases during the years ended December 31, 2014 and 2013 totaling $25.0 million and $22.9 million, respectively. | ||||||||||||
RS Cogen is a variable interest entity. The daily operations of the cogeneration facility are the activities of RS Cogen that most significantly impact its economic performance. These activities are directed by a management team with oversight by a management committee that has equal representation from Axiall and Entergy Corporation. By the terms of the joint venture agreement, all decisions of the management committee require approval by a majority of its members. Accordingly, the power to direct the activities of RS Cogen is equally shared between RS Cogen's two owners and, thus, Axiall does not consider itself to be the joint venture's primary beneficiary. Accordingly, Axiall accounts for its investment in RS Cogen under the equity method of accounting. We have recorded our investment in RS Cogen in other assets in the accompanying consolidated balance sheets and our share of investee earnings in cost of goods sold in the consolidated statements of operations. | ||||||||||||
The following table summarizes our maximum exposure to loss associated with RS Cogen as of December 31, 2014 and 2013. | ||||||||||||
(In millions) | 2014 | 2013 | ||||||||||
Investment in and net advances to RS Cogen | $ | 4.6 | $ | 10.9 | ||||||||
Supply contracts | 38.5 | 40.6 | ||||||||||
| | | | | | | | |||||
Maximum exposure to loss | $ | 43.1 | $ | 51.5 | ||||||||
| | | | | | | | |||||
| | | | | | | | |||||
Through the Merger, we acquired, as part of the Merged Business, the remaining 50 percent interest that we did not previously own of PHH Monomers LLC ("PHH"), a joint venture between us and PPG. PHH is a manufacturing joint venture that consists primarily of plant and equipment and the fair value was estimated based on the replacement cost of assets in similar condition. Prior to the Merger, we owned 50 percent of PHH and accounted for our ownership interest as an equity method investment. During the year ended December 31, 2013, we recognized a gain of $25.9 million as a result of remeasuring the equity interest that we held in PHH before the Merger. | ||||||||||||
We produce chlorine, caustic soda, hydrogen, hydrochloric acid ("HCL") and sodium hypochlorite (bleach) at our Kaohsiung, Taiwan facility. The Kaohsiung, Taiwan facility is operated by Taiwan Chlorine Industries, Ltd. ("TCI"), a joint venture in which we own a 60 percent interest and consolidate in our consolidated financial statements. A reconciliation of our minority partner's ownership as of December 31, 2014 and 2013, reported as noncontrolling interest is set forth in the table below: | ||||||||||||
(In millions) | 2014 | 2013 | ||||||||||
Noncontrolling interest at January 1, 2014 | $ | 119.4 | $ | - | ||||||||
Net income attributable to noncontrolling interest | 3.9 | 2.7 | ||||||||||
Other comprehensive loss attributable to noncontrolling interest (1) | (7.7 | ) | - | |||||||||
Noncontrolling interest recognized in connection with the merger | - | 130 | ||||||||||
Distribution to noncontrolling interest | (7.7 | ) | (13.3 | ) | ||||||||
| | | | | | | | | ||||
Noncontrolling interest at December 31, 2014 | $ | 107.9 | $ | 119.4 | ||||||||
| | | | | | | | | ||||
| | | | | | | | | ||||
-1 | Other comprehensive loss attributable to noncontrolling interest primarily relates to change in foreign currency translation adjustment. | |||||||||||
Building Products | ||||||||||||
We own a 50 percent interest in several manufacturing joint ventures in the building products segment and we sell raw materials to our joint ventures at market prices. As of December 31, 2014 and 2013 and for the three years ended December 31, 2014, our related party transactions in our building products segment consisted of the following: | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | Financial Statement | ||||||||
Classification | ||||||||||||
Investment in joint venture | $ | 2.5 | $ | 2.5 | NA | Other long term assets | ||||||
Receivables due from affiliates | 1.2 | 1.0 | NA | Accounts receivables | ||||||||
Sales to affiliates | 8.8 | 11.6 | $ | 14.9 | Sales | |||||||
Equity in earnings from joint ventures | 0.3 | - | 2.2 | Cost of sales | ||||||||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
SEGMENT INFORMATION | |||||||||||||||||||
SEGMENT INFORMATION | 16. SEGMENT INFORMATION | ||||||||||||||||||
We have three reportable segments through which we manage our operating activities: (i) chlorovinyls; (ii) building products; and (iii) aromatics. These three segments reflect the organization used by our management for the purpose of allocating resources, assessing performance and for internal reporting. Our chlorovinyls segment produces a highly integrated chain of products, including chlor-alkali and derivative products (chlorine, caustic soda, vinyl chloride monomer ("VCM"), vinyl resins, ethylene dichloride (or 1, 2 dichloroethane) ("EDC"), chlorinated solvents, calcium hypochlorite, hydrochloric acid ("HCL") and phosgene derivatives) and compound products (vinyl compounds and compound additives and plasticizers). The financial results of the Merged Business are included with the chlorovinyls segment from January 28, 2013, the closing date of the Merger. Our building products segment consists of two primary product groups: (i) window and door profiles and trim, mouldings and deck products; and (ii) outdoor building products, which currently includes siding, exterior accessories, pipe and pipe fittings. Our aromatics segment manufactures cumene products and phenol and acetone products (co-products made from cumene). | |||||||||||||||||||
Earnings of our segments exclude interest income and expense, unallocated corporate expenses and general plant services and provision for income taxes. Transactions between operating segments are valued at market based prices. The revenues generated by these transfers for the years ended December 31, 2014, 2013 and 2012 are provided in the tables below. | |||||||||||||||||||
Identifiable assets consist of property, plant and equipment used in the operations of the segment as well as inventory, receivables and other assets directly related to the segment. Unallocated and other assets include cash, certain corporate receivables and data processing equipment. The accounting policies of the reportable segments are the same as those described in Note 1 of the Notes to the Consolidated Financial Statements. | |||||||||||||||||||
(In millions) | Chlorovinyls | Building | Aromatics | Eliminations, | Total | ||||||||||||||
Products | Unallocated | ||||||||||||||||||
and Other | |||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||
Net sales | $ | 2,930.20 | $ | 878.6 | $ | 759.9 | $ | - | $ | 4,568.70 | |||||||||
Intersegment revenues | 255.7 | 0.1 | - | (255.8 | ) | - | |||||||||||||
| | | | | | | | | | | | | | | | | | | |
Total net sales | $ | 3,185.90 | 878.7 | 759.9 | (255.8 | ) | $ | 4,568.70 | |||||||||||
Transaction-related costs and other, net | $ | 6.3 | 6.3 | - | 25.8 | $ | 38.4 | ||||||||||||
Long-lived asset impairment charges, net | $ | 16.6 | 1 | - | - | $ | 17.6 | ||||||||||||
Depreciation and amortization | $ | 200.3 | 34.5 | 2 | 9.7 | $ | 246.5 | ||||||||||||
Operating income (loss) | $ | 213.9 | 25.8 | (20.7 | ) | (84.9 | ) | -1 | $ | 134.1 | |||||||||
Interest expense, net | (75.8 | ) | |||||||||||||||||
Foreign exchange loss | (0.6 | ) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | $ | 57.7 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 145.7 | 40.6 | 11.2 | 13 | $ | 210.5 | ||||||||||||
Total assets | $ | 4,872.00 | 581.3 | 119 | 102 | $ | 5,674.30 | ||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||||
Net sales | $ | 2,917.30 | $ | 849.9 | $ | 898.8 | $ | - | $ | 4,666.00 | |||||||||
Intersegment revenues | 226.2 | 0.1 | - | (226.3 | ) | - | |||||||||||||
| | | | | | | | | | | | | | | | | | | |
Total net sales | $ | 3,143.50 | $ | 850 | $ | 898.8 | $ | (226.3 | ) | $ | 4,666.00 | ||||||||
Transaction-related costs (recoveries) and other, net | $ | (8.7 | ) | 3.2 | - | 41.1 | $ | 35.6 | |||||||||||
Long-lived asset impairment charges, net | $ | - | 28.5 | - | 7.5 | $ | 36 | ||||||||||||
Depreciation and amortization | $ | 174.2 | 35.7 | 1.2 | 6.9 | $ | 218 | ||||||||||||
Operating income (loss) | $ | 434.9 | 3 | 29.1 | (96.2 | ) | -1 | $ | 370.8 | ||||||||||
Interest expense, net | (76.6 | ) | |||||||||||||||||
Loss on redemption and other debt costs | (78.5 | ) | |||||||||||||||||
Gain on acquisition of controlling interest | 25.9 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | $ | 241.6 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 132.7 | 44.4 | 7.1 | 11.9 | $ | 196.1 | ||||||||||||
Total assets | $ | 5,074.00 | 577.8 | 146.8 | 78.6 | $ | 5,877.20 | ||||||||||||
Year Ended December 31, 2012 | |||||||||||||||||||
Net sales | $ | 1,344.90 | $ | 876.6 | $ | 1,104.30 | $ | - | $ | 3,325.80 | |||||||||
Intersegment revenues | $ | 236.1 | 0.4 | - | (236.5 | ) | $ | - | |||||||||||
| | | | | | | | | | | | | | | | | | | |
Total net sales | $ | 1,581.00 | 877 | 1,104.30 | (236.5 | ) | $ | 3,325.80 | |||||||||||
Transaction-related costs and other, net | $ | 1.3 | 1.5 | - | 36.1 | $ | 38.9 | ||||||||||||
Long-lived asset impairment charges, net | $ | - | (0.8 | ) | - | - | $ | (0.8 | ) | ||||||||||
Depreciation and amortization | $ | 45.2 | 38.4 | 1.5 | 4.7 | $ | 89.8 | ||||||||||||
Gain on sale of assets | $ | (19.3 | ) | - | - | - | $ | (19.3 | ) | ||||||||||
Operating income | $ | 237.2 | 18.4 | 64.6 | (82.1 | ) | -1 | $ | 238.1 | ||||||||||
Interest expense, net | (57.1 | ) | |||||||||||||||||
Loss on redemption and other debt costs | (2.7 | ) | |||||||||||||||||
Foreign exchange loss | (0.6 | ) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | $ | 177.7 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 44.7 | 24.9 | 2.7 | 8 | $ | 80.3 | ||||||||||||
Total assets | $ | 966.4 | 604.5 | 180.1 | 50.3 | $ | 1,801.30 | ||||||||||||
-1 | Includes shared services, administrative and legal expenses. | ||||||||||||||||||
Net Sales by Product Line | |||||||||||||||||||
The table below summarizes net sales by product line for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||||||||
Chlorovinyls | |||||||||||||||||||
Chlor-alkali and derivative products | $ | 2,435.3 | $ | 2,447.2 | $ | 886.2 | |||||||||||||
Compound products | 494.9 | 470.1 | 458.7 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Total | 2,930.2 | 2,917.3 | 1,344.9 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Building Products | |||||||||||||||||||
Window and door profiles and moulding products | 314.5 | 314.4 | 319.1 | ||||||||||||||||
Outdoor building products | 564.1 | 535.5 | 557.5 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Total | 878.6 | 849.9 | 876.6 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Aromatics | |||||||||||||||||||
Cumene products | 499.2 | 569.8 | 763.5 | ||||||||||||||||
Phenol and acetone products | 260.7 | 329.0 | 340.8 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Total | 759.9 | 898.8 | 1,104.3 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Net Sales | $ | 4,568.7 | $ | 4,666.0 | $ | 3,325.8 | |||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Geographic Areas | |||||||||||||||||||
Sales are attributable to geographic areas based on customer location and were as follows for the years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||||||||
Net sales: | |||||||||||||||||||
United States | $ | 3,663.0 | $ | 3,748.1 | $ | 2,625.7 | |||||||||||||
Non-U.S. | 905.7 | 917.9 | 700.1 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Net Sales | $ | 4,568.7 | $ | 4,666.0 | $ | 3,325.8 | |||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Export sales as a percentage of net sales were approximately 20 percent, 20 percent and 21 percent for the years ended December 31, 2014, 2013 and 2012, respectively. Based on destination, the principal international markets we serve are Canada and Asia. Net sales to Canada in 2014 were 12 percent of net sales as compared to 12 percent and 16 percent of net sales in 2013 and 2012, respectively. | |||||||||||||||||||
Long-lived assets, excluding intangible assets, are based on asset location. As of December 31, 2014 and 2013, our long-lived assets, excluding intangible assets, by geographic areas were as follows: | |||||||||||||||||||
December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | |||||||||||||||||
Long-lived assets (excluding intangible assets): | |||||||||||||||||||
United States | $ | 1,379.7 | $ | 1,335.4 | |||||||||||||||
Non-U.S. | 286.0 | 323.3 | |||||||||||||||||
| | | | | | | | ||||||||||||
Total | $ | 1,665.7 | $ | 1,658.7 | |||||||||||||||
| | | | | | | | ||||||||||||
| | | | | | | | ||||||||||||
Net assets (liabilities) are attributable to geographic areas based on the location of the legal entity. Net assets (liabilities) by geographic locations as of December 31, 2014 and 2013 were as follows: | |||||||||||||||||||
December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | |||||||||||||||||
Net assets (liabilities): | |||||||||||||||||||
United States | $ | 2,255.2 | $ | 2,375.3 | |||||||||||||||
Non-U.S. | 333.8 | 353.0 | |||||||||||||||||
| | | | | | | | ||||||||||||
Total | $ | 2,589.0 | $ | 2,728.3 | |||||||||||||||
| | | | | | | | ||||||||||||
| | | | | | | | ||||||||||||
QUARTERLY_FINANCIAL_DATA_UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
QUARTERLY FINANCIAL DATA (UNAUDITED) | |||||||||||||||||
QUARTERLY FINANCIAL DATA (UNAUDITED) | 17. QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||||||
The following table sets forth certain quarterly financial data for the periods indicated: | |||||||||||||||||
Quarter and Year Ended December 31, 2014 | |||||||||||||||||
(In millions, except per share data) | Q1 | Q2 | Q3 | Q4 | Total (1) | ||||||||||||
Net sales | $ | 993.7 | $ | 1,236.90 | $ | 1,269.40 | $ | 1,068.70 | $ | 4,568.70 | |||||||
Gross margin | 80.4 | 146.9 | 162.1 | 111.2 | 500.6 | ||||||||||||
Operating income (loss) | (0.4 | ) | 58.4 | 74.2 | 1.9 | 134.1 | |||||||||||
Consolidated net income (loss) | (10.6 | ) | 28.1 | 45.1 | (12.4 | ) | 50.2 | ||||||||||
Net income (loss) attributable to Axiall | (11.6 | ) | 27.2 | 44.5 | (13.8 | ) | 46.3 | ||||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic | $ | (0.17 | ) | $ | 0.39 | $ | 0.64 | $ | (0.20 | ) | $ | 0.66 | |||||
Diluted | $ | (0.17 | ) | $ | 0.38 | $ | 0.63 | $ | (0.20 | ) | $ | 0.65 | |||||
Quarter and Year Ended December 31, 2013 | |||||||||||||||||
Q1 | Q2 | Q3 | Q4 | Total (1) | |||||||||||||
Net sales | $ | 1,061.20 | $ | 1,272.80 | $ | 1,197.50 | $ | 1,134.50 | $ | 4,666.00 | |||||||
Gross margin | 152.2 | 210 | 193.5 | 185.8 | 741.5 | ||||||||||||
Operating income | 71.2 | 124.6 | 78.1 | 96.9 | 370.8 | ||||||||||||
Consolidated net income (loss) | (2.8 | ) | 73.7 | 39.3 | 57.8 | 168 | |||||||||||
Net income (loss) attributable to Axiall | (3.5 | ) | 72.8 | 39 | 57 | 165.3 | |||||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic | $ | (0.06 | ) | $ | 1.04 | $ | 0.56 | $ | 0.81 | $ | 2.46 | ||||||
Diluted | $ | (0.06 | ) | $ | 1.03 | $ | 0.55 | $ | 0.81 | $ | 2.44 | ||||||
-1 | Totaling quarterly data may differ from the annual audited amounts due to rounding. | ||||||||||||||||
GUARANTOR_INFORMATION
GUARANTOR INFORMATION | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
GUARANTOR INFORMATION | ||||||||||||||||||||||||
GUARANTOR INFORMATION | ||||||||||||||||||||||||
18. 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 Eagle Spinco, Inc. ("Spinco") and the Term Loan Credit Agreement under which Spinco is the borrower, as described in Note 8 of the Notes to the 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 December 31, 2014, payment obligations under the indenture for the 4.875 Notes issued by Axiall Corporation are guaranteed by Axiall Holdco, Inc., Axiall, LLC, Georgia Gulf Lake Charles, LLC, 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 December 31, 2014, 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 8 of the Notes to the 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 December 31, 2014 and 2013, (ii) guarantor condensed consolidating statements of operations and comprehensive income (loss) for the years ended December 31, 2014, 2013 and 2012, and (iii) guarantor condensed consolidating statements of cash flows for the years ended December 31, 2014, 2013 and 2012, of each of Axiall Corporation (as parent issuer), Spinco (as subsidiary issuer), the Guarantor Subsidiaries (excluding Spinco), the Guarantor Subsidiaries (including Spinco and which also includes entries necessary to eliminate Spinco's investment in such Guarantor Subsidiaries and other intercompany account balances) and the Non-Guarantor Subsidiaries. The Company acquired PHH Monomers, LLC, Eagle Holdco 3 LLC, Eagle US 2 LLC, Axiall Ohio, Inc., Eagle Natrium LLC, and Eagle Pipeline, Inc. (the "Eagle Guarantors") and Spinco in connection with the consummation of the Transactions on January 28, 2013. Accordingly, the Eagle Guarantors are included in the Guarantor Subsidiary column of the following guarantor condensed consolidating balance sheet, as of December 31, 2014 and 2013, the guarantor statement of operations and comprehensive income (loss) for the years ended December 31, 2014 and 2013 and the guarantor condensed consolidating statement of cash flows for the years ended December 31, 2014 and 2013. The Eagle Guarantors are not included in the guarantor financial information below for the year ended December 31, 2012 and, accordingly, the guarantor financial information for that period may be of limited relevance. | ||||||||||||||||||||||||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Balance Sheet | ||||||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
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 | ||||||||||||||||
Inventories | - | - | 257 | 257 | 96.7 | - | 353.7 | |||||||||||||||||
Prepaid expenses and other | 0.1 | - | 83 | 83 | 6.6 | - | 89.7 | |||||||||||||||||
Deferred income taxes | 3.1 | - | 24.9 | 24.9 | - | - | 28 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total current assets | 166 | - | 952.8 | 937 | 263.3 | (261.1 | ) | 1,105.20 | ||||||||||||||||
Property, plant and equipment, net | 12 | - | 1,367.70 | 1,367.70 | 286 | - | 1,665.70 | |||||||||||||||||
Long-term receivables—affiliates | 1,292.90 | - | - | - | - | (1,292.9 | ) | - | ||||||||||||||||
Goodwill | - | - | 1,493.70 | 1,493.70 | 247.3 | - | 1,741.00 | |||||||||||||||||
Customer relationships, net | - | - | 877.9 | 877.9 | 146.6 | - | 1,024.50 | |||||||||||||||||
Other intangible assets, net | - | - | 67.8 | 67.8 | 0.3 | - | 68.1 | |||||||||||||||||
Other assets, net | 17 | 12.4 | 31.7 | 44 | 9.4 | (0.6 | ) | 69.8 | ||||||||||||||||
Investment in subsidiaries | 1,682.70 | 2,831.20 | 290.5 | 290.5 | - | (1,973.2 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total assets | $ | 3,170.60 | $ | 2,843.60 | $ | 5,082.10 | $ | 5,078.60 | $ | 952.9 | $ | (3,527.8 | ) | $ | 5,674.30 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
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 | 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 | 86.7 | (261.1 | ) | 484.1 | ||||||||||||||||
Long-term debt excluding current portion of long-term debt | 450 | 877.8 | - | 877.8 | - | - | 1,327.80 | |||||||||||||||||
Long-term payables—affiliates | - | 900 | - | 900 | 392.9 | (1,292.9 | ) | - | ||||||||||||||||
Lease financing obligation | - | - | - | - | 94.2 | - | 94.2 | |||||||||||||||||
Deferred income taxes | 10 | - | 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 | (77.1 | ) | 161.2 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total liabilities | 689.5 | 1,971.40 | 1,441.10 | 3,396.60 | 630.9 | (1,631.7 | ) | 3,085.30 | ||||||||||||||||
Equity: | ||||||||||||||||||||||||
Total Axiall stockholders' equity | 2,481.10 | 872.2 | 3,641.00 | 1,682.00 | 214.1 | (1,896.1 | ) | 2,481.10 | ||||||||||||||||
Noncontrolling interest | - | - | - | - | 107.9 | - | 107.9 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total equity | 2,481.10 | 872.2 | 3,641.00 | 1,682.00 | 322 | (1,896.1 | ) | 2,589.00 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total liabilities and equity | $ | 3,170.60 | $ | 2,843.60 | $ | 5,082.10 | $ | 5,078.60 | $ | 952.9 | $ | (3,527.8 | ) | $ | 5,674.30 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Balance Sheet | ||||||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle | Eagle | (c) | ||||||||||||||||||||||
Spinco Inc. | Spinco Inc. | |||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | - | $ | - | $ | 76.9 | $ | 76.9 | $ | 89.6 | $ | - | $ | 166.5 | ||||||||||
Receivables, net of allowance for doubtful accounts | 162.5 | - | 482.2 | 478.7 | 73.3 | (165.7 | ) | 548.8 | ||||||||||||||||
Inventories | - | - | 310.5 | 310.5 | 93.1 | - | 403.6 | |||||||||||||||||
Prepaid expenses and other | 1.3 | - | 26.1 | 26.1 | 4.2 | - | 31.6 | |||||||||||||||||
Deferred income taxes | - | - | 20.5 | 20.5 | 0.2 | (2.7 | ) | 18 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total current assets | 163.8 | - | 916.2 | 912.7 | 260.4 | (168.4 | ) | 1,168.50 | ||||||||||||||||
Property, plant and equipment, net | 9.8 | - | 1,325.60 | 1,325.60 | 323.3 | - | 1,658.70 | |||||||||||||||||
Long-term receivables—affiliates | 1,328.60 | - | - | - | - | (1,328.6 | ) | - | ||||||||||||||||
Goodwill | - | - | 1,496.60 | 1,496.60 | 266.6 | - | 1,763.20 | |||||||||||||||||
Customer relationships, net | - | - | 935.2 | 935.2 | 166.6 | - | 1,101.80 | |||||||||||||||||
Other intangible assets, net | - | - | 72.9 | 72.9 | - | - | 72.9 | |||||||||||||||||
Other assets, net | 12.2 | 13.2 | 71.7 | 84.9 | 15 | - | 112.1 | |||||||||||||||||
Investment in subsidiaries | 1,747.70 | 2,950.80 | 312.9 | 312.9 | - | (2,060.6 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total assets | $ | 3,262.10 | $ | 2,964.00 | $ | 5,131.10 | $ | 5,140.80 | $ | 1,031.90 | $ | (3,557.6 | ) | $ | 5,877.20 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Liabilities and Equity: | ||||||||||||||||||||||||
Current portion of long-term debt | $ | - | $ | 2.8 | $ | - | $ | 2.8 | $ | - | $ | - | $ | 2.8 | ||||||||||
Accounts payable | 16.8 | 119.6 | 319.6 | 435.7 | 26.9 | (165.7 | ) | 313.7 | ||||||||||||||||
Interest payable | 3.1 | 12.3 | - | 12.3 | - | - | 15.4 | |||||||||||||||||
Income taxes payable | - | - | 12.2 | 12.2 | 4.9 | - | 17.1 | |||||||||||||||||
Accrued compensation | 0.5 | - | 49.6 | 49.6 | 11.4 | - | 61.5 | |||||||||||||||||
Other accrued current liabilities | 12.9 | - | 86.5 | 86.5 | 35.9 | (2.7 | ) | 132.6 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total current liabilities | 33.3 | 134.7 | 467.9 | 599.1 | 79.1 | (168.4 | ) | 543.1 | ||||||||||||||||
Long-term debt excluding current portion of long-term debt | 450 | 880 | - | 880 | - | - | 1,330.00 | |||||||||||||||||
Lease financing obligation | - | - | - | - | 104.7 | - | 104.7 | |||||||||||||||||
Long-term payables—affiliates | - | 900 | - | 900 | 428.6 | (1,328.6 | ) | - | ||||||||||||||||
Deferred income taxes | 31 | - | 790.9 | 790.9 | 43.6 | - | 865.5 | |||||||||||||||||
Pension and other post retirement benefits | 13.7 | - | 107 | 107 | 9.1 | - | 129.8 | |||||||||||||||||
Other non-current liabilities | 125.2 | - | 116.4 | 116.4 | 20.9 | (86.7 | ) | 175.8 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total liabilities | 653.2 | 1,914.70 | 1,482.20 | 3,393.40 | 686 | (1,583.7 | ) | 3,148.90 | ||||||||||||||||
Equity: | ||||||||||||||||||||||||
Total Axiall stockholders' equity | 2,608.90 | 1,049.30 | 3,648.90 | 1,747.40 | 226.5 | (1,973.9 | ) | 2,608.90 | ||||||||||||||||
Noncontrolling interest | - | - | - | - | 119.4 | - | 119.4 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total equity | 2,608.90 | 1,049.30 | 3,648.90 | 1,747.40 | 345.9 | (1,973.9 | ) | 2,728.30 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total liabilities and equity | $ | 3,262.10 | $ | 2,964.00 | $ | 5,131.10 | $ | 5,140.80 | $ | 1,031.90 | $ | (3,557.6 | ) | $ | 5,877.20 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net sales | $ | - | $ | - | $ | 4,036.30 | $ | 4,036.30 | $ | 762.7 | $ | (230.3 | ) | $ | 4,568.70 | |||||||||
Operating costs and expenses: | ||||||||||||||||||||||||
Cost of sales | - | - | 3,658.10 | 3,658.10 | 640.3 | (230.3 | ) | 4,068.10 | ||||||||||||||||
Selling, general and administrative expenses | 45.5 | - | 188.6 | 188.6 | 76.4 | - | 310.5 | |||||||||||||||||
Transaction-related costs and other, net | 15.4 | - | 15.2 | 15.2 | 7.8 | - | 38.4 | |||||||||||||||||
Long-lived asset impairment charges, net | - | - | 17.5 | 17.5 | 0.1 | - | 17.6 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total operating costs and expenses | 60.9 | - | 3,879.40 | 3,879.40 | 724.6 | (230.3 | ) | 4,434.60 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Operating income (loss) | (60.9 | ) | - | 156.9 | 156.9 | 38.1 | - | 134.1 | ||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest expense, net | 31.1 | (87.4 | ) | 1.9 | (85.5 | ) | (21.4 | ) | - | (75.8 | ) | |||||||||||||
Foreign exchange loss | - | - | (0.5 | ) | (0.5 | ) | (0.1 | ) | - | (0.6 | ) | |||||||||||||
Equity in income (loss) of subsidiaries | 55.7 | (19.3 | ) | 11.7 | 11.7 | - | (67.4 | ) | - | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Income (loss) before income taxes | 25.9 | (106.7 | ) | 170 | 82.6 | 16.6 | (67.4 | ) | 57.7 | |||||||||||||||
Provision for (benefit from) income taxes | (20.4 | ) | (29.9 | ) | 59.6 | 29.7 | (1.8 | ) | - | 7.5 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Consolidated net income (loss) | 46.3 | (76.8 | ) | 110.4 | 52.9 | 18.4 | (67.4 | ) | 50.2 | |||||||||||||||
Less net income attributable to noncontrolling interest | - | - | - | - | 3.9 | - | 3.9 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Net income (loss) attributable to Axiall | $ | 46.3 | $ | (76.8 | ) | $ | 110.4 | $ | 52.9 | $ | 14.5 | $ | (67.4 | ) | $ | 46.3 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Comprehensive income (loss) attributable to Axiall | $ | (93.7 | ) | $ | (193.1 | ) | $ | (50.4 | ) | $ | (107.9 | ) | $ | (0.9 | ) | $ | 108.8 | $ | (93.7 | ) | ||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income | ||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net sales | $ | - | $ | - | $ | 4,125.10 | $ | 4,125.10 | $ | 734.4 | $ | (193.5 | ) | $ | 4,666.00 | |||||||||
Operating costs and expenses: | ||||||||||||||||||||||||
Cost of sales | - | - | 3,520.80 | 3,520.80 | 597.2 | (193.5 | ) | 3,924.50 | ||||||||||||||||
Selling, general and administrative expenses | 41.3 | - | 181.4 | 181.4 | 76.4 | - | 299.1 | |||||||||||||||||
Transaction related costs and other, net | 34.4 | - | (2.3 | ) | (2.3 | ) | 3.5 | - | 35.6 | |||||||||||||||
Long-lived asset impairment charges, net | 7.5 | - | 25.5 | 25.5 | 3 | - | 36 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total operating costs and expenses | 83.2 | - | 3,725.40 | 3,725.40 | 680.1 | (193.5 | ) | 4,295.20 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Operating income (loss) | (83.2 | ) | - | 399.7 | 399.7 | 54.3 | - | 370.8 | ||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest income (expense), net | (45.7 | ) | (45.8 | ) | 37.7 | (8.1 | ) | (22.8 | ) | - | (76.6 | ) | ||||||||||||
Loss on redemption and other debt costs | (66.1 | ) | (12.4 | ) | - | (12.4 | ) | - | - | (78.5 | ) | |||||||||||||
Gain on acquisition of controlling interest | - | - | 25.9 | 25.9 | - | - | 25.9 | |||||||||||||||||
Equity in income of subsidiaries | 293.1 | 114.3 | 22.6 | 22.6 | - | (315.7 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Income before income taxes | 98.1 | 56.1 | 485.9 | 427.7 | 31.5 | (315.7 | ) | 241.6 | ||||||||||||||||
Provision for (benefit from) income taxes | (67.2 | ) | (19.7 | ) | 157.1 | 137.4 | 3.4 | - | 73.6 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Consolidated net income | 165.3 | 75.8 | 328.8 | 290.3 | 28.1 | (315.7 | ) | 168 | ||||||||||||||||
Less net income attributable to noncontrolling interest | - | - | - | - | 2.7 | - | 2.7 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Net income attributable to Axiall | $ | 165.3 | $ | 75.8 | $ | 328.8 | $ | 290.3 | $ | 25.4 | $ | (315.7 | ) | $ | 165.3 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Comprehensive income attributable to Axiall | $ | 253.5 | $ | 165.7 | $ | 479.3 | $ | 429 | $ | 19.8 | $ | (448.8 | ) | $ | 253.5 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income | ||||||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net sales | $ | - | $ | - | $ | 2,880.80 | $ | 2,880.80 | $ | 611.1 | $ | (166.1 | ) | $ | 3,325.80 | |||||||||
Operating costs and expenses: | ||||||||||||||||||||||||
Cost of sales | - | - | 2,518.00 | 2,518.00 | 513.5 | (166.1 | ) | 2,865.40 | ||||||||||||||||
Selling, general and administrative expenses | 38.1 | - | 94.5 | 94.5 | 70.9 | - | 203.5 | |||||||||||||||||
Transaction related costs and other, net | 35.8 | - | 2.6 | 2.6 | 0.5 | - | 38.9 | |||||||||||||||||
Long-lived asset impairment charges | - | - | (0.8 | ) | (0.8 | ) | - | - | (0.8 | ) | ||||||||||||||
Gain on sale of assets | - | - | (19.3 | ) | (19.3 | ) | - | - | (19.3 | ) | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total operating costs and expenses | 73.9 | - | 2,595.00 | 2,595.00 | 584.9 | (166.1 | ) | 3,087.70 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Operating income (loss) | (73.9 | ) | - | 285.8 | 285.8 | 26.2 | - | 238.1 | ||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest income (expense), net | (89.9 | ) | - | 56.3 | 56.3 | (23.5 | ) | - | (57.1 | ) | ||||||||||||||
Loss on redemption and other debt costs | (2.7 | ) | - | - | - | - | - | (2.7 | ) | |||||||||||||||
Foreign exchange gain (loss) | 0.2 | - | (0.1 | ) | (0.1 | ) | (0.7 | ) | - | (0.6 | ) | |||||||||||||
Equity in income of subsidiaries | 233.3 | - | 0.7 | 0.7 | - | (234.0 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Income before income taxes | 67 | - | 342.7 | 342.7 | 2 | (234.0 | ) | 177.7 | ||||||||||||||||
Provision for (benefit from) income taxes | (53.5 | ) | - | 115.2 | 115.2 | (4.5 | ) | - | 57.2 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Net income attributable to Axiall | $ | 120.5 | $ | - | $ | 227.5 | $ | 227.5 | $ | 6.5 | $ | (234.0 | ) | $ | 120.5 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Comprehensive income attributable to Axiall | $ | 116.8 | $ | - | $ | 219.9 | $ | 219.9 | $ | 4.1 | $ | (224.0 | ) | $ | 116.8 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net cash provided by operating activities | $ | 68.2 | $ | 12.4 | $ | 194.4 | $ | 197.6 | $ | 46.1 | $ | (20.8 | ) | $ | 291.1 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | ||||||||||||||||||||||||
Capital expenditures | (6.8 | ) | - | (185.1 | ) | (185.1 | ) | (18.6 | ) | - | (210.5 | ) | ||||||||||||
Proceeds from the sale of assets and other | - | - | 7.7 | 7.7 | 0.4 | - | 8.1 | |||||||||||||||||
Acquisitions, net of cash acquired | - | - | (5.8 | ) | (5.8 | ) | (0.3 | ) | - | (6.1 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | (6.8 | ) | - | (183.2 | ) | (183.2 | ) | (18.5 | ) | - | (208.5 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Borrowings on ABL revolver | 148.9 | - | - | - | - | - | 148.9 | |||||||||||||||||
Repayments on ABL revolver | (148.9 | ) | - | - | - | - | - | (148.9 | ) | |||||||||||||||
Long-term debt payments | - | (2.8 | ) | (0.7 | ) | (3.5 | ) | - | - | (3.5 | ) | |||||||||||||
Fees paid related to financing activities | (1.8 | ) | (0.4 | ) | - | (0.4 | ) | - | - | (2.2 | ) | |||||||||||||
Lease financing obligation payment | - | - | - | - | (2.3 | ) | - | (2.3 | ) | |||||||||||||||
Deferred acquisition payments | (10.0 | ) | - | - | - | - | - | (10.0 | ) | |||||||||||||||
Dividends paid | (45.0 | ) | - | - | - | - | - | (45.0 | ) | |||||||||||||||
Distribution to noncontrolling interest | - | - | - | - | (7.7 | ) | - | (7.7 | ) | |||||||||||||||
Excess tax benefits from share-based payment arrangements | 2.3 | - | - | - | - | - | 2.3 | |||||||||||||||||
Stock compensation plan activity | (6.9 | ) | - | - | - | - | - | (6.9 | ) | |||||||||||||||
Distribution to affiliate | - | (9.2 | ) | (9.2 | ) | (9.2 | ) | (11.6 | ) | 20.8 | - | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in financing activities | (61.4 | ) | (12.4 | ) | (9.9 | ) | (13.1 | ) | (21.6 | ) | 20.8 | (75.3 | ) | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | - | - | - | - | (7.0 | ) | - | (7.0 | ) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | - | - | 1.3 | 1.3 | (1.0 | ) | - | 0.3 | ||||||||||||||||
Cash and cash equivalents at beginning of period | - | - | 76.9 | 76.9 | 89.6 | - | 166.5 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | - | $ | - | $ | 78.2 | $ | 78.2 | $ | 88.6 | $ | - | $ | 166.8 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net cash provided by operating activities | $ | 60.1 | $ | 112 | $ | 94 | $ | 206 | $ | 59.6 | $ | - | $ | 325.7 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | ||||||||||||||||||||||||
Capital expenditures | (8.7 | ) | - | (163.6 | ) | (163.6 | ) | (23.8 | ) | - | (196.1 | ) | ||||||||||||
Proceeds from sale of assets and other | - | - | 11.1 | 11.1 | 0.3 | 11.4 | ||||||||||||||||||
Distribution from affiliate | 15.9 | 15.9 | 19.9 | 19.9 | - | (35.8 | ) | - | ||||||||||||||||
Acquisitions, net of cash acquired | 21.6 | - | - | - | 23.5 | - | 45.1 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | 28.8 | 15.9 | (132.6 | ) | (132.6 | ) | - | (35.8 | ) | (139.6 | ) | |||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Issuance of long-term debt | 450 | - | - | - | - | - | 450 | |||||||||||||||||
Long-term debt payments | (450.0 | ) | (81.8 | ) | - | (81.8 | ) | - | - | (531.8 | ) | |||||||||||||
Make-whole and other fees paid related to financing activities | (65.9 | ) | (30.2 | ) | - | (30.2 | ) | (2.0 | ) | - | (98.1 | ) | ||||||||||||
Dividends paid | (22.2 | ) | - | - | - | - | - | (22.2 | ) | |||||||||||||||
Distribution to noncontrolling interest | - | - | - | - | (13.3 | ) | - | (13.3 | ) | |||||||||||||||
Excess tax benefits from share based payment arrangements | 0.9 | - | - | - | - | - | 0.9 | |||||||||||||||||
Stock compensation plan activity | (1.7 | ) | - | - | - | - | - | (1.7 | ) | |||||||||||||||
Distribution to affiliate | - | (15.9 | ) | (15.9 | ) | (15.9 | ) | (19.9 | ) | 35.8 | - | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in financing activities | (88.9 | ) | (127.9 | ) | (15.9 | ) | (127.9 | ) | (35.2 | ) | 35.8 | (216.2 | ) | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | - | - | - | - | (3.7 | ) | - | (3.7 | ) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | - | - | (54.5 | ) | (54.5 | ) | 20.7 | - | (33.8 | ) | ||||||||||||||
Cash and cash equivalents at beginning of period | - | - | 131.4 | 131.4 | 68.9 | - | 200.3 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | - | $ | - | $ | 76.9 | $ | 76.9 | $ | 89.6 | $ | - | $ | 166.5 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net cash provided by operating activities | $ | 62.3 | $ | - | $ | 126.9 | $ | 126.9 | $ | 42 | $ | - | $ | 231.2 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | ||||||||||||||||||||||||
Capital expenditures | (0.4 | ) | - | (62.6 | ) | (62.6 | ) | (17.3 | ) | - | (80.3 | ) | ||||||||||||
Proceeds from sale of assets and other | - | - | 23.5 | 23.5 | 0.1 | 23.6 | ||||||||||||||||||
Distribution from affiliate | 1.9 | - | 0.2 | 0.2 | - | (2.1 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | 1.5 | - | (38.9 | ) | (38.9 | ) | (17.2 | ) | (2.1 | ) | (56.7 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Borrowings on ABL revolver | 183.4 | 183.4 | ||||||||||||||||||||||
Repayments on ABL revolver | (183.4 | ) | - | - | - | - | - | (183.4 | ) | |||||||||||||||
Long-term debt payments | (51.5 | ) | - | - | - | - | - | (51.5 | ) | |||||||||||||||
Make-whole and other fees paid related to financing activities | (1.5 | ) | - | - | - | - | - | (1.5 | ) | |||||||||||||||
Dividends paid | (8.3 | ) | - | - | - | - | - | (8.3 | ) | |||||||||||||||
Distribution to noncontrolling interest | - | - | - | - | (2.1 | ) | 2.1 | - | ||||||||||||||||
Excess tax benefits from share based payment arrangements | 2.7 | - | - | - | - | - | 2.7 | |||||||||||||||||
Stock compensation plan activity | (5.2 | ) | - | - | - | - | - | (5.2 | ) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in financing activities | (63.8 | ) | - | - | - | (2.1 | ) | 2.1 | (63.8 | ) | ||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | - | - | - | - | 1 | - | 1 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | - | - | 88 | 88 | 23.7 | - | 111.7 | |||||||||||||||||
Cash and cash equivalents at beginning of period | - | - | 43.4 | 43.4 | 45.2 | - | 88.6 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | - | $ | - | $ | 131.4 | $ | 131.4 | $ | 68.9 | $ | - | $ | 200.3 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS | |||||||||||||||||
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the accounts of Axiall Corporation ("Axiall," the "Company," "we," "us" or "our") and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in unconsolidated affiliates, which are 50 percent or less owned and do not otherwise meet consolidation requirements, are accounted for using the equity method. These investments are immaterial to the Company's consolidated financial statements. Certain prior period amounts have been reclassified to conform with the current period's presentation. | ||||||||||||||||
Nature of Operations | |||||||||||||||||
Nature of Operations. We are a leading North American manufacturer and international marketer of chemicals and building products. Our chlorovinyls segment produces a highly integrated chain of chlor-alkali and derivative products (chlorine, caustic soda, VCM, vinyl resins, ethylene dichloride, chlorinated solvents, calcium hypochlorite, muriatic acid and phosgene derivatives) and compound products (vinyl compounds and compound additives and plasticizers). Our building products segment manufactures window and door profiles, trim, mouldings, deck products, siding and exterior accessories and pipe and pipe fittings. Our vinyl-based home improvement and building products are marketed under the Royal Building Products®, Celect Cellular Exteriors®, Zuri Premium Decking®, Royal Kor Flo®, Overture® patio doors, Genesis Cellular Window System®, Royal S4S Trimboard® and Exterior Portfolio® brand names. Our aromatics segment manufactures cumene products and phenol and acetone products (co-products made from cumene). | |||||||||||||||||
Use of Estimates | Use of Estimates. Management is required to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes prepared in conformity with generally accepted accounting principles in the United States of America. Actual results could differ from those estimates. | ||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents. Marketable securities that are highly liquid with an original maturity of 90 days or less are considered to be the equivalent of cash for the purpose of financial statement presentation. | ||||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts. We grant credit to customers under credit terms that are customary in the industry and based on the creditworthiness of the customer and generally do not require collateral. We also provide allowances for cash discounts and doubtful accounts based on contract terms, historical collection experience, periodic evaluations of the aging of accounts receivable and specific collectability analysis. Individual accounts are written-off once we have determined we have exhausted our collection efforts and the account is deemed not collectable. Activity in our allowance for doubtful accounts during the years ended December 31, 2014, 2013 and 2012 is set forth in the table below: | |||||||||||||||||
Year Ended December 31, | Balance at | Charged to | Charged to | Deductions (2) | Balance at | ||||||||||||
(In millions) | beginning of | costs and | other | end of | |||||||||||||
period | expenses, net | accounts (1) | period | ||||||||||||||
of recoveries | |||||||||||||||||
2014 | |||||||||||||||||
Allowance for doubtful accounts | $ | 5.5 | $ | 0.9 | $ | (0.1 | ) | $ | (0.7 | ) | $ | 5.6 | |||||
2013 | |||||||||||||||||
Allowance for doubtful accounts | 4.5 | 3.4 | (0.1 | ) | (2.3 | ) | 5.5 | ||||||||||
2012 | |||||||||||||||||
Allowance for doubtful accounts | 4.2 | 1.6 | - | (1.3 | ) | 4.5 | |||||||||||
-1 | Represents the foreign currency translation due to the change in exchange rate during the period. | ||||||||||||||||
-2 | Accounts receivable balances written off during the period, net of recoveries. | ||||||||||||||||
Inventories | Inventories. Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method for the majority of inventory and the weighted average cost method for the remainder. Costs include raw materials, direct labor and manufacturing overhead. Market is based on current replacement cost for raw materials and supplies and on net realizable value for finished goods. At December 31, 2014 and 2013, we had approximately $17.3 million and $20.2 million, respectively, of inventory on consignment. | ||||||||||||||||
Property, Plant and Equipment | |||||||||||||||||
Property, Plant and Equipment. Property, plant and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred, and major renewals and improvements are capitalized. Interest expense attributable to funds used in financing the construction of major plant and equipment is capitalized. Interest cost capitalized during the years ended December 31, 2014, 2013 and 2012 was $1.5 million, $0.7 million and $0.3 million, respectively. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Depreciation expense totaled approximately $171.7 million, $148.3 million and $82.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
As of December 31, 2014, the estimated useful lives of our assets are as follows: | |||||||||||||||||
Buildings | 27-39 years | ||||||||||||||||
Land improvements | 15-25 years | ||||||||||||||||
Chemical manufacturing plants | 25 years | ||||||||||||||||
Machinery and equipment | 2-25 years | ||||||||||||||||
Dies and moulds | 3-10 years | ||||||||||||||||
Office furniture and equipment | 2-10 years | ||||||||||||||||
Computer equipment and software | 3-10 years | ||||||||||||||||
Long-Lived Assets | Long-Lived Assets. Our long-lived assets consist of property, plant and equipment, as well as intangible assets with definite lives. Our intangible assets with definite-lives include customer relationships, supply contracts, trade names and technology that are identified during acquisitions. Long-lived assets are amortized on a straight-line basis over their estimated useful lives. Our long-lived assets are reviewed for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows. If our undiscounted cash flows do not exceed the carrying value and the carrying value of the asset exceeds its estimated fair value, an impairment charge is recognized for the amount by which the carrying value of the asset exceeds its estimated fair value. Assets held for sale are recorded at the lower of the carrying value or fair value, less costs to sell, and are no longer depreciated. | ||||||||||||||||
Indefinite lived Intangible Assets | Indefinite-Lived Intangible Assets. Our indefinite-lived intangible assets consist only of trade names. The fair values of our trade names are estimated based on the relief from royalty method under the income approach, using a discounted cash flow analysis. | ||||||||||||||||
Goodwill | Goodwill. Goodwill is the excess of cost of an acquired entity over the amounts specifically assigned to assets acquired and liabilities assumed in acquisition accounting for business combinations. | ||||||||||||||||
Valuation of Goodwill and Indefinite-Lived Intangible Assets | Valuation of Goodwill and Indefinite-Lived Intangible Assets: The carrying values of our goodwill and indefinite-lived intangible assets are tested for impairment annually in the fourth quarter, using a measurement date of October 1. In addition, we evaluate the carrying value of these assets for impairment between annual impairment tests if an event occurs or circumstances change that would indicate the carrying value may be impaired. Such events and indicators may include, without limitation, significant declines in industries in which our products are used, significant changes in the estimated future cash flows of our reporting units, significant changes in capital market conditions and significant changes in our market capitalization. Certain factors including but not limited to a sustained decline in our market capitalization below our book value or prolonged deterioration in our industry or market conditions could lead us to determine, in a future period, that an impairment test would be required and result in an impairment charge, which could have a negative impact on our result of operations. | ||||||||||||||||
Impairment testing for goodwill is a two-step test performed at a reporting unit level. The first step of the impairment analysis involves comparing the fair value of the reporting unit to its book value, including goodwill. If the fair value of the reporting unit exceeds the book value, goodwill is not considered impaired. If the book value exceeds the fair value, the second step of the impairment analysis is performed, in which we measure the amount of impairment. Our goodwill evaluations utilize discounted cash flow analyses and market multiple analyses in estimating fair value. The weighting of the discounted cash flow and market approaches varies by each reporting unit based on factors specific to each reporting unit. Inherent in our fair value determinations are certain judgments and estimates relating to future cash flows, including our interpretation of current economic indicators and market conditions, overall economic conditions and our strategic operational plans with regard to our business units. To the extent that significant changes occur in market conditions, overall economic conditions or our strategic operational plan, it is possible that goodwill not currently impaired, may become impaired in the future. | |||||||||||||||||
Other Assets | |||||||||||||||||
Other Assets. Other assets primarily consist of deferred financing costs related to our issuance of debt, deferred income tax assets, our investment in joint ventures, and assets held for sale. Deferred financing costs are amortized to interest expense using the effective interest rate method over the term of the related debt instruments. Our joint ventures are accounted for under the equity method of accounting. | |||||||||||||||||
Warranty Costs | |||||||||||||||||
Warranty Costs. We provide warranties for certain building products against defects in material, performance and workmanship. We accrue for warranty claims at the time of sale based on historical warranty claims experience. Our warranty liabilities are included in other accrued liabilities and other non-current liabilities in the consolidated balance sheets. Activity in our warranty liabilities for the years ended December 31, 2014, 2013 and 2012 is as follows: | |||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||||||
Beginning balance, January 1, | $ | 12.6 | $ | 13.6 | $ | 11.8 | |||||||||||
Estimated fair value of warranty liability assumed in acquisition | - | - | 1.1 | ||||||||||||||
Warranty provisions | 4.8 | 4.6 | 6.2 | ||||||||||||||
Foreign currency translation gain (loss) | (0.5 | ) | (0.4 | ) | 0.1 | ||||||||||||
Warranty claims paid | (3.4 | ) | (5.2 | ) | (5.6 | ) | |||||||||||
| | | | | | | | | | | |||||||
Ending balance, December 31, | $ | 13.5 | $ | 12.6 | $ | 13.6 | |||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
Self-Insurance Accruals | Self-Insurance Accruals. We are self-insured up to certain limits for costs associated with workers' compensation and employee group medical coverage, as well as for our general liability and property and casualty coverage. Liabilities for insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates of incurred, but not reported claims. These accruals are included in other current liabilities and other non-current liabilities in the accompanying consolidated balance sheets. We also use information provided by independent consultants to assist in the determination of estimated accruals. In estimating these costs, we consider historical loss experience and make judgments about the expected levels of costs per claim. | ||||||||||||||||
Loss Contingencies | Loss Contingencies. In the normal course of business, we are involved in legal proceedings and other matters that may result in loss contingencies. We accrue a liability for such matters when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. | ||||||||||||||||
Derivative Financial Instruments | Derivative Financial Instruments. The Company is directly and indirectly affected by changes in certain market conditions and market risks. When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risks that may be managed by the Company through the use of derivative instruments are foreign currency exchange rate risk, commodity price risk and interest rate risk. As an integral part of our risk management program, we may manage our financial exposures to reduce the potentially adverse effect that the volatility of the commodity markets may have on our operating results. We do not engage in speculative transactions nor do we hold or issue financial instruments for trading purposes. | ||||||||||||||||
All derivative financial instruments are carried at fair value in our consolidated balance sheets. If the derivative financial instrument qualifies for hedge accounting treatment, changes in the fair value are either offset against the change in fair value of assets, liabilities or firm commitments through earnings or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. | |||||||||||||||||
We also enter into derivative financial instruments that are designed to hedge risks but are not designated as hedging instruments. Changes in the fair value of these non-designated hedging instruments are adjusted to fair value through earnings in our consolidated statements of operations. | |||||||||||||||||
We formally document hedging instruments and hedging transactions, as well as our risk management objective and strategy for undertaking hedged transactions. This process includes linking derivative financial instruments that are designated as cash flow hedges to specific assets or liabilities on the consolidated balance sheet or linking derivatives to forecasted transactions. We also formally assess, both at inception and on an ongoing basis, whether the derivative financial instruments used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of hedged transactions. When it is determined that a derivative is not highly effective or the derivative is expired, sold, terminated, exercised, discontinued, or otherwise settled because it is unlikely that a forecasted transaction will occur, we discontinue the use of hedge accounting for that specific hedge derivative financial instrument. | |||||||||||||||||
Pension Plans and Other Postretirement Benefit Plans | Pension Plans and OPEB Plans. Accounting for employee pension and OPEB plans involves estimating the cost of benefits that are to be provided in the future and attempting to match, for each employee, that estimated cost to the period worked. To accomplish this, we make assumptions about discount rates, expected long-term rates of return on plan assets, salary increases, employee turnover and mortality rates, among others. We reevaluate all assumptions annually with our independent actuaries taking into consideration existing and forecasted economic conditions and our investment policy and strategy with regard to managing the plans. We believe our estimates, the most significant of which are presented in Note 12 to the Notes to the Consolidated Financial Statements, to be reasonable. | ||||||||||||||||
The Company determines the fair value of substantially all our plan assets utilizing market quotes rather than developing "smoothed" values, "market related" values, or other modeling techniques. Plan asset gains or losses in a given year are included with other actuarial gains and losses due to remeasurement of the plans' projected benefit obligations ("PBO"). If the total unrecognized gain or loss exceeds 10 percent of the larger of (i) the PBO or (ii) the market value of plan assets, the excess of the total unrecognized gain or loss is amortized over the expected average future lifetime of participants in the frozen pension plans and over the average remaining service period of covered employees in the union pension plan and the postretirement welfare plan. | |||||||||||||||||
Asset Retirement Obligation | |||||||||||||||||
Asset Retirement Obligation. We account for asset retirement obligations based on the fair value of a liability for an asset retirement obligation and recognize it in the period in which it is incurred and capitalized as part of the carrying value of the long-lived asset. When a liability is initially recorded, we capitalize the cost by increasing the carrying value of the related long-lived asset. The liability is accreted to its future value each period, and the capitalized cost is depreciated over the estimated useful life of the related asset. Upon settlement of the liability, a gain or loss is recorded. We had $28.3 million and $23.3 million of asset retirement obligations recorded in other non-current liabilities in the consolidated balance sheets at December 31, 2014 and 2013, respectively. | |||||||||||||||||
Share-Based Compensation | Share-Based Compensation. Share-based payments to employees and non-employee directors, including grants of stock options, restricted stock units and director deferred shares, are recognized in the financial statements based on their respective fair values at the grant date. The Company recognizes the cost of all share-based awards on a straight-line basis over the vesting or service period of the award plus any incremental costs related to specialized vesting periods. Tax benefits relating to excess share-based compensation deductions are presented in the consolidated statements of cash flows as a financing activity cash inflow | ||||||||||||||||
Foreign Currency Translation and Transactions | |||||||||||||||||
Foreign Currency Translation and Transactions. Our subsidiaries that operate outside the United States use their local currency as the functional currency. The functional currency is translated into United States dollars using the month-end exchange rates in effect as of the balance sheet date for balance sheet accounts and using the month-end average exchange rate of each respective period for revenue and expense accounts. The translation adjustments are deferred as a separate component of stockholders' equity, within accumulated other comprehensive income (loss), net of tax where applicable. Gains or losses resulting from transactions denominated in foreign currencies are reported in the same financial statement captions as the underlying transactions in the consolidated statements of operations. We recorded a loss of $0.4 million for the year ended December 31, 2014 and gains of $0.7 million and $0.4 million for the years ended December 31, 2013 and 2012, respectively, in operating income in the consolidated statements of operations. The year-over-year fluctuations in foreign currency translation gains and losses are due to both the volume of foreign currency denominated transactions and the volatility in the underlying exchange rates. | |||||||||||||||||
Revenue Recognition | Revenue Recognition. We recognize revenue when the following four basic criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred. We recognize revenue as products are shipped based on free on board ("FOB") terms when title passes to customers, and the customer takes ownership and assumes the risk of loss. | ||||||||||||||||
Sales Incentives | Sales Incentives. We offer sales incentives, primarily in the form of volume rebates, slotting fees and advertising allowances to our customers which are classified as a reduction of net sales and are calculated based on the contractual terms of customer contracts. We accrue for these sales incentives based on the contractual terms and our historical experience. | ||||||||||||||||
Shipping Costs | Shipping Costs. All amounts billed to a customer in a sale transaction related to shipping are classified as revenue. Shipping costs are included in cost of goods sold. | ||||||||||||||||
Selling General and Administrative Costs | Selling General and Administrative Expenses. Amounts presented as selling, general and administrative expenses in the accompanying consolidated statements of operations are comprised of selling, customer service and costs of providing functional support in areas such as finance, law, human resources and planning. | ||||||||||||||||
Advertising Costs | Advertising Costs. Advertising costs and promotion expenses generally relate to our vinyl-based building products marketed under the Royal Building Products®, Celect Cellular Exteriors®, Zuri Premium Decking®, Royal Kor Flo®, Overture® patio doors, Genesis Cellular Window System®, Royal S4S Trimboard® and Exterior Portfolio® brand names and are charged to earnings during the period in which they are incurred. Advertising and promotion expenses are included in selling, general and administrative expenses and were $18.7 million, $14.2 million and $12.1 million, in the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||
Environmental Expenditures | Environmental Expenditures. Environmental expenditures related to current operations or future revenues are expensed or capitalized, consistent with our capitalization policy. Expenditures that relate to an existing condition caused by past operations and do not contribute to future revenues are expensed in the period incurred. | ||||||||||||||||
We monitor our estimate for reasonably possible environmental contingencies on a quarterly basis to determine if any of the reasonably possible loss items have become probable and estimable during the current quarter. It is our policy to accrue material expenses for environmental contingencies when management believes losses from the particular contingencies are probable and estimable. Reserves for environmental liabilities do not include any potential offsets related to claims against third parties. | |||||||||||||||||
Income Taxes | Income Taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate the realizability of deferred tax assets by assessing whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected taxable income and tax-planning strategies available to us in making this assessment. If it is not more likely than not that we will realize a deferred tax asset, we record a valuation allowance against such asset. We use a similar evaluation for determining when to release previously recorded valuation allowances. We recognize tax benefits for uncertain tax positions when it is more likely than not, based upon the technical merits, that the position will be sustained upon examination. | ||||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS | |||||||||||||||||
Schedule of activity in allowance for doubtful accounts during the years | |||||||||||||||||
Year Ended December 31, | Balance at | Charged to | Charged to | Deductions (2) | Balance at | ||||||||||||
(In millions) | beginning of | costs and | other | end of | |||||||||||||
period | expenses, net | accounts (1) | period | ||||||||||||||
of recoveries | |||||||||||||||||
2014 | |||||||||||||||||
Allowance for doubtful accounts | $ | 5.5 | $ | 0.9 | $ | (0.1 | ) | $ | (0.7 | ) | $ | 5.6 | |||||
2013 | |||||||||||||||||
Allowance for doubtful accounts | 4.5 | 3.4 | (0.1 | ) | (2.3 | ) | 5.5 | ||||||||||
2012 | |||||||||||||||||
Allowance for doubtful accounts | 4.2 | 1.6 | - | (1.3 | ) | 4.5 | |||||||||||
-1 | Represents the foreign currency translation due to the change in exchange rate during the period. | ||||||||||||||||
-2 | Accounts receivable balances written off during the period, net of recoveries. | ||||||||||||||||
Schedule of estimated useful lives of assets | As of December 31, 2014, the estimated useful lives of our assets are as follows: | ||||||||||||||||
Buildings | 27-39 years | ||||||||||||||||
Land improvements | 15-25 years | ||||||||||||||||
Chemical manufacturing plants | 25 years | ||||||||||||||||
Machinery and equipment | 2-25 years | ||||||||||||||||
Dies and moulds | 3-10 years | ||||||||||||||||
Office furniture and equipment | 2-10 years | ||||||||||||||||
Computer equipment and software | 3-10 years | ||||||||||||||||
Schedule of activity in warranty liabilities | |||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||||||
Beginning balance, January 1, | $ | 12.6 | $ | 13.6 | $ | 11.8 | |||||||||||
Estimated fair value of warranty liability assumed in acquisition | - | - | 1.1 | ||||||||||||||
Warranty provisions | 4.8 | 4.6 | 6.2 | ||||||||||||||
Foreign currency translation gain (loss) | (0.5 | ) | (0.4 | ) | 0.1 | ||||||||||||
Warranty claims paid | (3.4 | ) | (5.2 | ) | (5.6 | ) | |||||||||||
| | | | | | | | | | | |||||||
Ending balance, December 31, | $ | 13.5 | $ | 12.6 | $ | 13.6 | |||||||||||
| | | | | | | | | | | |||||||
| | | | | | | | | | | |||||||
MERGER_WITH_THE_PPG_CHEMICALS_1
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 | Measurement Period | Final Allocation as of | ||||||||
Recognized as of the | Adjustments (1) | December 31, 2013 | |||||||||
Acquisition Date | |||||||||||
Cash and cash equivalents | $ | 26.7 | $ | - | $ | 26.7 | |||||
Receivables | 236.7 | (2.4 | ) | 234.3 | |||||||
Inventories | 72 | 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 | 1,454.30 | 118.4 | 1,572.70 | ||||||||
Intangible assets | 1,224.20 | -18.4 | -3 | 1,205.80 | |||||||
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 | $ | 1,773.30 | $ | 26.2 | (6) | $ | 1,799.50 | (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. | ||||||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
INVENTORIES | ||||||||
Schedule of major classes of inventories | ||||||||
December 31, | ||||||||
(In millions) | 2014 | 2013 | ||||||
Raw materials | $ | 125.8 | $ | 159.5 | ||||
Work-in-progress | 4.8 | 5.2 | ||||||
Finished goods | 223.1 | 238.9 | ||||||
| | | | | | | | |
Inventories | $ | 353.7 | $ | 403.6 | ||||
| | | | | | | | |
| | | | | | | | |
PROPERTY_PLANT_AND_EQUIPMENT_N1
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
PROPERTY, PLANT AND EQUIPMENT, NET | ||||||||
Schedule of property, plant and equipment | ||||||||
December 31, | ||||||||
(In millions) | 2014 | 2013 | ||||||
Chemical manufacturing plants | $ | 1,469.9 | $ | 1,361.7 | ||||
Machinery and equipment | 1,127.3 | 1,070.4 | ||||||
Buildings | 202.8 | 214.4 | ||||||
Land and land improvements | 185.7 | 195.3 | ||||||
Construction-in-progress | 84.7 | 116.9 | ||||||
| | | | | | | | |
Property, plant and equipment, at cost | 3,070.4 | 2,958.7 | ||||||
Less: accumulated depreciation | 1,404.7 | 1,300.0 | ||||||
| | | | | | | | |
Property, plant and equipment, net | $ | 1,665.7 | $ | 1,658.7 | ||||
| | | | | | | | |
| | | | | | | | |
GOODWILL_OTHER_INTANGIBLE_ASSE1
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING | ||||||||||||||||||||
Detail of the changes made to goodwill | ||||||||||||||||||||
(In millions) | Chlorovinyls | Building | Total | |||||||||||||||||
Products | ||||||||||||||||||||
Gross goodwill at January 1, 2013 | $ | 245.4 | $ | 159.5 | $ | 404.9 | ||||||||||||||
Addition from mergers and acquisitions | 1,572.70 | 0.8 | 1,573.50 | |||||||||||||||||
Foreign currency translation adjustment | (9.3 | ) | - | (9.3 | ) | |||||||||||||||
| | | | | | | | | | | ||||||||||
Gross goodwill at December 31, 2013 | 1,808.80 | 160.3 | 1,969.10 | |||||||||||||||||
Accumulated impairment losses | (55.5 | ) | (150.4 | ) | (205.9 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Net goodwill at December 31, 2013 | $ | 1,753.30 | $ | 9.9 | $ | 1,763.20 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Gross goodwill at December 31, 2013 | $ | 1,808.80 | $ | 160.3 | $ | 1,969.10 | ||||||||||||||
Adjustments | 0.7 | - | 0.7 | |||||||||||||||||
Foreign currency translation adjustment | (18.7 | ) | (0.1 | ) | (18.8 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Gross goodwill at December 31, 2014 | 1,790.80 | 160.2 | 1,951.00 | |||||||||||||||||
Accumulated impairment losses | (59.6 | ) | (150.4 | ) | (210.0 | ) | ||||||||||||||
| | | | | | | | | | | ||||||||||
Net goodwill at December 31, 2014 | $ | 1,731.20 | $ | 9.8 | $ | 1,741.00 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Detail of the definite-lived intangible assets by reportable segment | ||||||||||||||||||||
Chlorovinyls | Building Products | Total | ||||||||||||||||||
(In millions) | December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||
Gross carrying amounts | ||||||||||||||||||||
Customer relationships | $ | 1,142.30 | $ | 1,142.30 | $ | 32.2 | $ | 32.2 | $ | 1,174.50 | $ | 1,174.50 | ||||||||
Supply contracts | 42.6 | 42.6 | - | - | 42.6 | 42.6 | ||||||||||||||
Trade names | 6 | 6 | - | - | 6 | 6 | ||||||||||||||
Technology | 14.9 | 14.9 | 17.4 | 17.4 | 32.3 | 32.3 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | 1,205.80 | 1,205.80 | 49.6 | 49.6 | 1,255.40 | 1,255.40 | ||||||||||||||
Accumulated impairment charges: | ||||||||||||||||||||
Customer relationships | (2.6 | ) | - | - | - | (2.6 | ) | - | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | (2.6 | ) | - | - | - | (2.6 | ) | - | ||||||||||||
Accumulated amortization: | ||||||||||||||||||||
Customer relationships | (121.1 | ) | (58.2 | ) | (12.1 | ) | (10.5 | ) | (133.2 | ) | (68.7 | ) | ||||||||
Supply contracts | (4.1 | ) | (2.0 | ) | - | - | (4.1 | ) | (2.0 | ) | ||||||||||
Trade names | (0.7 | ) | (0.3 | ) | - | - | (0.7 | ) | (0.3 | ) | ||||||||||
Technology | (1.3 | ) | (0.6 | ) | (12.7 | ) | (11.1 | ) | (14.0 | ) | (11.7 | ) | ||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | (127.2 | ) | (61.1 | ) | (24.8 | ) | (21.6 | ) | (152.0 | ) | (82.7 | ) | ||||||||
Foreign currency translation adjustment: | ||||||||||||||||||||
Customer relationships | (14.2 | ) | (4.0 | ) | - | - | (14.2 | ) | (4.0 | ) | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | (14.2 | ) | (4.0 | ) | - | - | (14.2 | ) | (4.0 | ) | ||||||||||
Net carrying amounts | ||||||||||||||||||||
Customer relationships | 1,004.40 | 1,080.10 | 20.1 | 21.7 | 1,024.50 | 1,101.80 | ||||||||||||||
Supply contracts | 38.5 | 40.6 | - | - | 38.5 | 40.6 | ||||||||||||||
Trade names | 5.3 | 5.7 | - | - | 5.3 | 5.7 | ||||||||||||||
Technology | 13.6 | 14.3 | 4.7 | 6.3 | 18.3 | 20.6 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 1,061.80 | $ | 1,140.70 | $ | 24.8 | $ | 28 | $ | 1,086.60 | $ | 1,168.70 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
OTHER_ASSETS_NET_Tables
OTHER ASSETS, NET (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
OTHER ASSETS, NET | ||||||||
Schedule of other assets, net of accumulated amortization | ||||||||
December 31, | ||||||||
(In millions) | 2014 | 2013 | ||||||
Pension assets | $ | - | $ | 26.9 | ||||
Deferred financing costs, net | 26.2 | 28.8 | ||||||
Deferred income taxes | 21.1 | 21.8 | ||||||
Advances to and investments in joint ventures, net | 14.7 | 14.2 | ||||||
Other | 7.8 | 20.4 | ||||||
| | | | | | | | |
Total other assets, net | $ | 69.8 | $ | 112.1 | ||||
| | | | | | | | |
| | | | | | | | |
LONGTERM_DEBT_AND_LEASE_FINANC1
LONG-TERM DEBT AND LEASE FINANCING OBLIGATION (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
LONG-TERM DEBT AND LEASE FINANCING OBLIGATION | ||||||||||
Schedule of long-term debt | ||||||||||
December 31, | ||||||||||
(In millions) | Maturity Date | 2014 | 2013 | |||||||
4.625 Notes | February 15, 2021 | $ | 688 | $ | 688 | |||||
4.875 Notes | May 15, 2023 | 450 | 450 | |||||||
Term Loan (net of debt issuance costs totaling $1.8 million and $2.4 million at December 31, 2014 and 2013, respectively) | January 28, 2017 | 192.6 | 194.8 | |||||||
ABL Revolver | December 17, 2019 | - | - | |||||||
| | | | | | | | | | |
Total debt | 1,330.60 | 1,332.80 | ||||||||
Less current portion of long-term debt | (2.8 | ) | (2.8 | ) | ||||||
| | | | | | | | | | |
Long-term debt, net | $ | 1,327.80 | $ | 1,330.00 | ||||||
| | | | | | | | | | |
| | | | | | | | | | |
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||
Summary of the carrying values and estimated fair values of long-term debt | ||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
(In millions) | Carrying | Fair | Carrying | Fair | ||||||||||
Value | Value | Value | Value | |||||||||||
Level 1: | ||||||||||||||
Long-term debt: | ||||||||||||||
4.625 Notes | $ | 688 | $ | 651.9 | $ | 688 | $ | 676.4 | ||||||
4.875 Notes | $ | 450 | $ | 426.7 | $ | 450 | $ | 426.9 | ||||||
Level 2: | ||||||||||||||
Long-term debt: | ||||||||||||||
Term Loan (net of debt issuance costs totaling $1.8 million and $2.4 million at December 31, 2014 and 2013, respectively) | $ | 192.6 | $ | 194.4 | $ | 194.8 | $ | 199 | ||||||
Derivative instruments: | ||||||||||||||
Commodity purchase contracts | $ | (12.9 | ) | $ | (12.9 | ) | $ | - | $ | - | ||||
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
SHARE-BASED COMPENSATION. | ||||||||||||||||
Summary of share-based compensation cost by type of program | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||||||
Restricted stock units expense | $ | 16.5 | $ | 10.6 | $ | 9.1 | ||||||||||
Stock options expense | 0.5 | 1 | - | |||||||||||||
| | | | | | | | | | | ||||||
Before-tax share-based compensation expense | 17 | 11.6 | 9.1 | |||||||||||||
Income tax benefit | (6.0 | ) | (3.9 | ) | (2.8 | ) | ||||||||||
| | | | | | | | | | | ||||||
After-tax share-based compensation expense | $ | 11 | $ | 7.7 | $ | 6.3 | ||||||||||
| | | | | | | | | | | ||||||
| | | | | | | | | | | ||||||
Summary of stock option activity under all plans | ||||||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic Value | ||||||||||||||
Remaining | Exercise | (In millions) | ||||||||||||||
Contractual | Price | |||||||||||||||
Terms | ||||||||||||||||
(Years) | ||||||||||||||||
Outstanding on January 1, 2014 | 302,934 | $ | 128.08 | |||||||||||||
Granted | - | - | ||||||||||||||
Exercised | (5,289 | ) | 30.06 | |||||||||||||
Expired | (8,581 | ) | 582.02 | |||||||||||||
| | | | | | | | | | | | | ||||
Outstanding on December 31, 2014 | 289,064 | 5.4 years | $ | 116.4 | $ | 2.5 | ||||||||||
| | | | | | | | | | | | | ||||
| | | | | | | | | | | | | ||||
Vested as of December 31, 2014 | 186,255 | 4.4 years | $ | 161.91 | $ | 1.6 | ||||||||||
Expected to vest as of December 31, 2014 | 102,760 | 7.1 years | $ | 33.93 | $ | 0.9 | ||||||||||
Summary of information about stock options outstanding by range of exercise prices | : | |||||||||||||||
Outstanding | Exercisable | |||||||||||||||
Range of Exercise Prices | Shares | Weighted | Weighted | Shares | Weighted | |||||||||||
Average | Average | Average | ||||||||||||||
Exercise | Remaining | Exercise | ||||||||||||||
Price | Contractual | Price | ||||||||||||||
Life | ||||||||||||||||
$8.75 to $21.25 | 39,972 | $ | 20.81 | 4.2 years | 39,972 | $ | 20.81 | |||||||||
$28.75 to $41.50 | 189,913 | 33.86 | 6.6 years | 87,104 | 33.77 | |||||||||||
$90.50 to $358.00 | 25,298 | 172.42 | 3.1 years | 25,298 | 172.42 | |||||||||||
$510.75 to $1,334.50 | 33,881 | 649.98 | 1.7 years | 33,881 | 649.98 | |||||||||||
| | | | | | | | | | | | | | | | |
$8.75 to $1,344.50 | 289,064 | 116.40 | 5.4 years | 186,255 | 161.91 | |||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Summary of restricted and deferred stock unit activity under all plans | ||||||||||||||||
Shares | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Remaining | Grant | Value | ||||||||||||||
Contractual | Date | (In millions) | ||||||||||||||
Terms | Fair Value | |||||||||||||||
(Years) | ||||||||||||||||
Outstanding on January 1, 2014 | 1,009,303 | $ | 35.68 | |||||||||||||
Granted | 447,608 | 44.38 | ||||||||||||||
Vested and released | (421,347 | ) | 32.32 | |||||||||||||
Forfeited | (62,721 | ) | 41.64 | |||||||||||||
| | | | | | | | | | | | | ||||
Outstanding on December 31, 2014 | 972,843 | 1.1 Years | $ | 41.3 | $ | 40.2 | ||||||||||
| | | | | | | | | | | | | ||||
| | | | | | | | | | | | | ||||
Expected to vest as of December 31, 2014 | 927,467 | 1.1 Years | $ | 41.21 | $ | 39.4 | ||||||||||
Weighted average assumptions used in the Monte Carlo simulation model to estimate the fair value of PRSUs granted | ||||||||||||||||
PRSU Grants | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2014 | 2012 | |||||||||||||||
Assumptions: | ||||||||||||||||
Risk-free interest rate | 0.79% | 0.44% | ||||||||||||||
Expected life | 3.0 years | 3.0 years | ||||||||||||||
Expected volatility | 43% | 45% | ||||||||||||||
Expected dividend yield | NA | 1.07% | ||||||||||||||
EMPLOYEE_RETIREMENT_PLANS_Tabl
EMPLOYEE RETIREMENT PLANS (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Reconciliation of the beginning and ending balances of the projected benefit obligation for defined benefit plans | ||||||||||||||||||||
Pension Benefits | OPEB | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Change in Benefit Obligation | ||||||||||||||||||||
Benefit obligation, beginning of year | $ | 673.4 | $ | 168.5 | $ | 97.9 | $ | - | ||||||||||||
Acquisitions | - | 576.1 | - | 182.9 | ||||||||||||||||
Service costs | 3.6 | 6.6 | 0.8 | 2 | ||||||||||||||||
Interest cost | 31.7 | 28 | 4.4 | 6.4 | ||||||||||||||||
Actuarial loss (gain) | 141.3 | (57.0 | ) | 16.7 | (4.2 | ) | ||||||||||||||
Foreign currency translation adjustment | (1.5 | ) | (0.8 | ) | (0.3 | ) | (0.1 | ) | ||||||||||||
Plan participants' contributions | - | - | 1.4 | 3.4 | ||||||||||||||||
Gross benefits paid | (38.2 | ) | (32.5 | ) | (9.2 | ) | (9.8 | ) | ||||||||||||
Plan amendments | - | - | - | (82.7 | ) | |||||||||||||||
Curtailments | - | (15.5 | ) | - | - | |||||||||||||||
Settlements | (24.0 | ) | - | - | - | |||||||||||||||
Other | 0.5 | - | - | - | ||||||||||||||||
| | | | | | | | | | | | | | |||||||
Benefit obligation, end of year | $ | 786.8 | $ | 673.4 | $ | 111.7 | $ | 97.9 | ||||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Accumulated benefit obligation, end of year | $ | 784 | $ | 670.7 | NA | NA | ||||||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Summary and reconciliation of the beginning and ending balances of the fair value of the plans' assets | ||||||||||||||||||||
Pension Benefits | OPEB | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Change in Plan Assets | ||||||||||||||||||||
Fair value of plan assets, beginning of year | $ | 659.4 | $ | 115.8 | $ | - | $ | - | ||||||||||||
Acquisitions | - | 506.7 | - | - | ||||||||||||||||
Actual return on plan assets | 40.1 | 68.2 | - | - | ||||||||||||||||
Foreign currency translation adjustment | (1.1 | ) | (0.7 | ) | - | - | ||||||||||||||
Employer contribution | 2 | 1.9 | 7.8 | 6.4 | ||||||||||||||||
Plan participants' contributions | - | - | 1.4 | 3.4 | ||||||||||||||||
Gross benefits paid | (38.2 | ) | (32.5 | ) | (9.2 | ) | (9.8 | ) | ||||||||||||
Settlements | (24.0 | ) | - | - | - | |||||||||||||||
| | | | | | | | | | | | | | |||||||
Fair value of plan assets, end of year | $ | 638.2 | $ | 659.4 | $ | - | $ | - | ||||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | ||||||||||||||||||||
Asset Category | Target | Percentage of | Total | Quoted | Significant | Significant | ||||||||||||||
Allocation | Plan Assets, | Prices in | Observable | Unobservable | ||||||||||||||||
2015 | December 31, | Active | Inputs | Inputs | ||||||||||||||||
2014 | Markets for | (Level 2) | (Level 3) | |||||||||||||||||
Identical | ||||||||||||||||||||
Assets | ||||||||||||||||||||
(Level 1) | ||||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||
Short-term investment fund | - | % | 2 | % | $ | 10.2 | $ | - | $ | 10.2 | $ | - | ||||||||
U.S. equity securities: | ||||||||||||||||||||
Consumer discretionary sector | 4.3 | 4.3 | - | - | ||||||||||||||||
Consumer staples sector | 6.1 | 6.1 | - | - | ||||||||||||||||
Energy sector | 1.3 | 1.3 | - | - | ||||||||||||||||
Finance sector | 2.3 | 2.3 | - | - | ||||||||||||||||
Health care sector | 9.9 | 9.9 | - | - | ||||||||||||||||
Index funds | 141.3 | - | 141.3 | - | ||||||||||||||||
Industrials sector | 3.5 | 3.5 | - | - | ||||||||||||||||
Information technology sector | 3.7 | 3.7 | - | - | ||||||||||||||||
Capital appreciation mutual fund | 39.4 | 39.4 | - | - | ||||||||||||||||
Small cap growth mutual fund | 7.2 | 7.2 | - | - | ||||||||||||||||
Pooled equity fund | 55.5 | - | 55.5 | - | ||||||||||||||||
Other | 1.3 | 1.3 | - | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total U.S. equity securities | 41 | % | 43 | % | 275.8 | 79.0 | 196.8 | - | ||||||||||||
U.S. fixed income securities: | ||||||||||||||||||||
Western assets total return funds | 85.5 | - | 85.5 | - | ||||||||||||||||
Blackrock investments, institutional | 70.8 | - | 70.8 | - | ||||||||||||||||
Other fixed income securities | 71.4 | - | 71.4 | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total fixed income securities | 38 | % | 36 | % | 227.7 | - | 227.7 | - | ||||||||||||
International securities: | ||||||||||||||||||||
Equity securities | 13 | % | 81.5 | 8.0 | 68.5 | 5.0 | ||||||||||||||
Euro pacific growth fund | 6 | % | 35.4 | 35.4 | - | - | ||||||||||||||
Fixed income securities | 6.2 | 2.0 | - | 4.2 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total international securities | 18 | % | 19 | % | 123.1 | 45.4 | 68.5 | 9.2 | ||||||||||||
Long-biased hedge fund | 3 | % | - | % | 0.2 | - | - | 0.2 | ||||||||||||
Real estate partnership | - | % | - | % | 1.2 | - | - | 1.2 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 638.2 | $ | 124.4 | $ | 503.2 | $ | 10.6 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Asset Category | Target | Percentage of | Total | Quoted | Significant | Significant | ||||||||||||||
Allocation | Plan Assets, | Prices in | Observable | Unobservable | ||||||||||||||||
2014 | December 31, | Active | Inputs | Inputs | ||||||||||||||||
2013 | Markets for | (Level 2) | (Level 3) | |||||||||||||||||
Identical | ||||||||||||||||||||
Assets | ||||||||||||||||||||
(Level 1) | ||||||||||||||||||||
(In millions, except percentages) | ||||||||||||||||||||
Short-term investment fund | - | % | 1 | % | $ | 5.7 | $ | - | $ | 5.7 | $ | - | ||||||||
Receivables | - | % | 13 | % | 86.7 | - | - | 86.7 | ||||||||||||
U.S. equity securities: | ||||||||||||||||||||
Consumer discretionary sector | 6.6 | 6.6 | - | - | ||||||||||||||||
Consumer staples sector | 9.2 | 9.2 | - | - | ||||||||||||||||
Energy sector | 1.3 | 1.3 | - | - | ||||||||||||||||
Finance sector | 3.8 | 3.8 | - | - | ||||||||||||||||
Health care sector | 8.4 | 8.4 | - | - | ||||||||||||||||
Index funds | 93.6 | - | 93.6 | - | ||||||||||||||||
Industrials sector | 2.8 | 2.8 | - | - | ||||||||||||||||
Information technology sector | 7.3 | 7.3 | - | - | ||||||||||||||||
Capital appreciation mutual fund | 13.1 | 13.1 | - | - | ||||||||||||||||
Small cap growth mutual fund | 7.4 | 7.4 | - | - | ||||||||||||||||
Pooled equity fund | 47.8 | - | 47.8 | - | ||||||||||||||||
Other | 1.4 | 1.4 | - | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total U.S. equity securities | 43 | % | 31 | % | 202.7 | 61.3 | 141.4 | - | ||||||||||||
U.S. fixed income securities: | ||||||||||||||||||||
Pimco total return, institutional | 199.4 | 199.4 | - | - | ||||||||||||||||
Other fixed income securities | 65.2 | 2.8 | 62.4 | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total U.S. fixed income securities | 20 | % | 40 | % | 264.6 | 202.2 | 62.4 | - | ||||||||||||
International equity securities: | ||||||||||||||||||||
Euro pacific growth fund | 29.1 | 29.1 | - | - | ||||||||||||||||
Emerging market index funds | 5 | % | 10 | % | 62.8 | 5.1 | 57.7 | - | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total international equity securities | 20 | % | 14 | % | 91.9 | 34.2 | 57.7 | - | ||||||||||||
Long-biased hedge fund | 10 | % | 1 | % | 6.7 | - | - | 6.7 | ||||||||||||
Real estate partnership | 2 | % | - | % | 1.1 | - | - | 1.1 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 659.4 | $ | 297.7 | $ | 267.2 | $ | 94.5 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Roll-forward of the Level 3 investments of pension plan assets | ||||||||||||||||||||
(In millions) | Receivables | Long-Biased | Real Estate | Equity | Fixed | |||||||||||||||
Hedge Fund | Partnership | Securities | Income | |||||||||||||||||
Securities | ||||||||||||||||||||
Beginning balance at December 31, 2013 | $ | 86.7 | $ | 6.7 | $ | 1.1 | $ | - | $ | - | ||||||||||
Collection of receivables | (86.2 | ) | - | - | - | - | ||||||||||||||
Purchases or transfers to Level 3 | - | 0.4 | - | 5 | 4.2 | |||||||||||||||
Foreign currency translation | - | - | - | - | - | |||||||||||||||
Unrealized gain on plan assets | - | - | 0.1 | - | - | |||||||||||||||
Realized loss on plan assets | (0.5 | ) | - | - | - | - | ||||||||||||||
Sale of assets or transfers from Level 3 | - | (6.9 | ) | - | - | - | ||||||||||||||
| | | | | | | | | | | | | | | | | ||||
Ending balance at December 31, 2014 | $ | - | $ | 0.2 | $ | 1.2 | $ | 5 | $ | 4.2 | ||||||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
Funded status of the pension and other OPEB benefits reconciled to the amounts reported on the balance sheets | ||||||||||||||||||||
Pension Benefits | OPEB | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Funded status, end of year: | ||||||||||||||||||||
Fair value of plan assets | $ | 638.2 | $ | 659.4 | $ | - | $ | - | ||||||||||||
Benefit obligations | 786.8 | 673.4 | 111.7 | 97.9 | ||||||||||||||||
| | | | | | | | | | | | | | |||||||
Unfunded status | $ | (148.6 | ) | $ | (14.0 | ) | $ | (111.7 | ) | $ | (97.9 | ) | ||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Amounts recognized in the balance sheets consist of: | ||||||||||||||||||||
Noncurrent asset | $ | - | $ | 26.9 | $ | - | $ | - | ||||||||||||
Current liability | (1.5 | ) | (1.3 | ) | (8.7 | ) | (7.7 | ) | ||||||||||||
Noncurrent liability | (147.1 | ) | (39.6 | ) | (103.0 | ) | (90.2 | ) | ||||||||||||
| | | | | | | | | | | | | | |||||||
Amount recognized, end of year | $ | (148.6 | ) | $ | (14.0 | ) | $ | (111.7 | ) | $ | (97.9 | ) | ||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Gross amounts recognized in accumulated other comprehensive income (loss) consist of: | ||||||||||||||||||||
Net actuarial gain (loss) | $ | (131.5 | ) | $ | 11.4 | $ | (12.3 | ) | $ | 4.2 | ||||||||||
Prior service credit (cost) | (0.1 | ) | (0.1 | ) | 71.2 | 80.4 | ||||||||||||||
| | | | | | | | | | | | | | |||||||
Amount recognized, end of year | $ | (131.6 | ) | $ | 11.3 | $ | 58.9 | $ | 84.6 | |||||||||||
| | | | | | | | | | | | | | |||||||
| | | | | | | | | | | | | | |||||||
Schedule of projected benefit obligation and fair value of plan assets for pension plans having projected benefit obligations in excess of the fair value of plan assets | ||||||||||||||||||||
Pensions | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | ||||||||||||||||||
Projected benefit obligation, end of year | $ | 786.8 | $ | 430.5 | ||||||||||||||||
Fair value of plan assets, end of year | 638.2 | 389.6 | ||||||||||||||||||
Schedule of accumulated benefit obligation and fair value of plan assets for pension plans having accumulated benefit obligations in excess of the fair value of plan assets | ||||||||||||||||||||
Pensions | ||||||||||||||||||||
As of December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | ||||||||||||||||||
Accumulated benefit obligaiton , end of year | $ | 784.0 | $ | 417.6 | ||||||||||||||||
Fair value of plan assets, end of year | 638.2 | 378.9 | ||||||||||||||||||
Summary of changes in plan assets and benefit obligations which were recognized in other comprehensive income (loss) | ||||||||||||||||||||
Pensions | OPEB (1) | |||||||||||||||||||
As of December 31, | ||||||||||||||||||||
End of year: | 2014 | 2013 | 2012 | 2014 | 2013 | |||||||||||||||
Current year actuarial gain (loss) | $ | (142.5 | ) | $ | 102.2 | $ | (15.0 | ) | $ | (16.6 | ) | $ | 4.2 | |||||||
Amortization of actuarial loss (gain) | (0.4 | ) | (13.3 | ) | 1.6 | 0.1 | - | |||||||||||||
Current year prior service credit | - | - | - | - | 82.6 | |||||||||||||||
Amortization of prior service credit | - | - | - | (9.2 | ) | (2.3 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | ||||
Total recognized in other comprehensive income (loss) | $ | (142.9 | ) | $ | 88.9 | $ | (13.4 | ) | $ | (25.7 | ) | $ | 84.5 | |||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ | (137.1 | ) | $ | 106.2 | $ | (13.6 | ) | $ | (21.8 | ) | $ | 78.5 | |||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
-1 | OPEB plans were assumed in the Merger which closed on January 28, 2013. | |||||||||||||||||||
Schedule of estimated amount that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in the next fiscal year | ||||||||||||||||||||
(In millions) | Pensions | OPEB | ||||||||||||||||||
Prior service credit | $ | - | $ | 9.2 | ||||||||||||||||
Actuarial loss | (2.6 | ) | (0.1 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||
Total | $ | (2.6 | ) | $ | 9.1 | |||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
Schedule of components of net periodic benefit income (expense) | ||||||||||||||||||||
Pensions | OPEB Benefits | |||||||||||||||||||
Year Ended December 31, | Year Ended | |||||||||||||||||||
December 31, | ||||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | 2014 | 2013 | |||||||||||||||
Components of net periodic benefit income (expense): | ||||||||||||||||||||
Interest cost | $ | (31.7 | ) | $ | (28.0 | ) | $ | (7.2 | ) | $ | (4.4 | ) | $ | (6.4 | ) | |||||
Service cost | (3.6 | ) | (6.6 | ) | - | (0.8 | ) | (2.0 | ) | |||||||||||
Expected return on assets | 47 | 38.5 | 8.7 | - | - | |||||||||||||||
Amortization of: | ||||||||||||||||||||
Prior service credit | - | - | - | 9.2 | 2.3 | |||||||||||||||
Actuarial gain (loss) | 0.4 | (2.1 | ) | (1.7 | ) | (0.1 | ) | - | ||||||||||||
| | | | | | | | | | | | | | | | | ||||
Total amotization | 0.4 | (2.1 | ) | (1.7 | ) | 9.1 | 2.3 | |||||||||||||
Settlement loss | (5.8 | ) | - | - | - | - | ||||||||||||||
Curtailment gain | - | 15.5 | - | - | - | |||||||||||||||
Other components of net periodic pension cost | (0.5 | ) | - | - | - | - | ||||||||||||||
| | | | | | | | | | | | | | | | | ||||
Total net periodic benefit income (expense) | $ | 5.8 | $ | 17.3 | $ | (0.2 | ) | $ | 3.9 | $ | (6.1 | ) | ||||||||
| | | | | | | | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | ||||
Schedule of expected benefit payments for all pension plans and postretirement welfare plans | ||||||||||||||||||||
(In millions) | Pension | OPEB | ||||||||||||||||||
Benefits | (Gross) | |||||||||||||||||||
Expected benefit payments: | ||||||||||||||||||||
2015 | $ | 38.1 | $ | 8.9 | ||||||||||||||||
2016 | 39.3 | 8.3 | ||||||||||||||||||
2017 | 40.2 | 7.9 | ||||||||||||||||||
2018 | 41.5 | 7.7 | ||||||||||||||||||
2019 | 42.7 | 7.4 | ||||||||||||||||||
2020-2024 | 232.6 | 33.8 | ||||||||||||||||||
Defined Benefit Obligations | ||||||||||||||||||||
Schedule of weighted average assumptions used to determine the benefit obligation | ||||||||||||||||||||
Pension Benefits | OPEB | |||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||
Discount rate | 3.98% | 4.81% | 3.90% | 4.65% | ||||||||||||||||
Rate of compensation increase | 3.01% | 3.00% | NA | 3.00% | ||||||||||||||||
Health care cost trend rate | ||||||||||||||||||||
—Initial rate | NA | NA | 7.00% | 7.49% | ||||||||||||||||
—Ultimate rate | NA | NA | 4.50% | 4.50% | ||||||||||||||||
—Years to ultimate | NA | NA | 9 | 10 | ||||||||||||||||
Net Periodic Costs | ||||||||||||||||||||
Schedule of weighted average assumptions used to determine the benefit obligation | ||||||||||||||||||||
Pensions | OPEB | |||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | ||||||||||||||||
Discount rate | 4.81% | 4.16% | 5.00% | 4.65% | 4.39% | |||||||||||||||
Expected return on assets | 7.42% | 6.91% | 8.25% | NA | NA | |||||||||||||||
Rate of compensation increase | 3.00% | 3.14% | NA | NA | 3.11% | |||||||||||||||
Health care cost trend rate: | ||||||||||||||||||||
Initial rate | NA | NA | NA | 7.49% | 6.63% | |||||||||||||||
Ultimate rate | NA | NA | NA | 4.50% | 4.50% | |||||||||||||||
Years to ultimate rate | NA | NA | NA | 10 | 11 | |||||||||||||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME AND OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
Schedule of amounts recorded in accumulated other comprehensive income, net of tax, and changes within the period | ||||||||||||||
(In millions) | Accrued | Foreign | Derivative | Accumulated | ||||||||||
Pension and | Currency | Cash Flow | Other | |||||||||||
OPEB Plan | Items | Hedges | Comprehensive | |||||||||||
Liabilities | Income (loss) | |||||||||||||
Balance at December 31, 2012 | $ | (48.6 | ) | $ | 26.7 | $ | - | $ | (21.9 | ) | ||||
Other comprehensive income (loss) before reclassifications | 118.8 | (20.0 | ) | (0.9 | ) | 97.9 | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | (9.7 | ) | - | - | (9.7 | ) | ||||||||
| | | | | | | | | | | | | | |
Net current period other comprehensive income (loss) | 109.1 | (20.0 | ) | (0.9 | ) | 88.2 | ||||||||
| | | | | | | | | | | | | | |
Balance at December 31, 2013 | 60.5 | 6.7 | (0.9 | ) | 66.3 | |||||||||
Other comprehensive income (loss) before reclassifications | (103.2 | ) | (27.1 | ) | (7.4 | ) | (137.7 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | (2.3 | ) | - | - | (2.3 | ) | ||||||||
| | | | | | | | | | | | | | |
Net current period other comprehensive income (loss) | (105.5 | ) | (27.1 | ) | (7.4 | ) | (140.0 | ) | ||||||
| | | | | | | | | | | | | | |
Balance at December 31, 2014 | $ | (45.0 | ) | $ | (20.4 | ) | $ | (8.3 | ) | $ | (73.7 | ) | ||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of components of other comprehensive loss | ||||||||||||||
Year Ended December 31, | ||||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||||
Change in foreign currency translation adjustment: | ||||||||||||||
Currency translation adjustments | $ | (57.7 | ) | $ | (34.7 | ) | $ | 8 | ||||||
Tax expense (benefit) | (22.9 | ) | (14.7 | ) | 3.9 | |||||||||
| | | | | | | | | | | ||||
Change in foreign currency translation adjustment, net of tax | $ | (34.8 | ) | $ | (20.0 | ) | $ | 4.1 | ||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Change in pension and OPEB liability adjustments: | ||||||||||||||
Adjustments to pension liabilities | $ | (164.9 | ) | $ | 189.1 | $ | (15.0 | ) | ||||||
Curtailment gain | - | (15.5 | ) | - | ||||||||||
Settlement loss | 5.8 | - | - | |||||||||||
Amortization of actuarial loss (gain) and prior service credit | (9.5 | ) | (0.2 | ) | 1.6 | |||||||||
| | | | | | | | | | | ||||
Pre-tax amount | (168.6 | ) | 173.4 | (13.4 | ) | |||||||||
Tax expense (benefit) | (63.1 | ) | 64.3 | (5.1 | ) | |||||||||
| | | | | | | | | | | ||||
Pension and OPEB liability adjustment, net of tax | $ | (105.5 | ) | $ | 109.1 | $ | (8.3 | ) | ||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Change in derivative cash flow hedges: | ||||||||||||||
Commodity hedge contracts | $ | (10.6 | ) | $ | - | $ | 0.7 | |||||||
Equity interest in investee's other comprehensive loss | (1.2 | ) | (1.4 | ) | - | |||||||||
| | | | | | | | | | | ||||
Pre-tax amount | (11.8 | ) | (1.4 | ) | 0.7 | |||||||||
Tax expense (benefit) | (4.4 | ) | (0.5 | ) | 0.2 | |||||||||
| | | | | | | | | | | ||||
Unrealized gain (loss) on derivative cash flow hedges, net of tax | $ | (7.4 | ) | $ | (0.9 | ) | $ | 0.5 | ||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Other comprehensive income (loss), before income taxes | $ | (238.1 | ) | $ | 137.3 | $ | (4.7 | ) | ||||||
Total tax expense (benefit) for the period | (90.4 | ) | 49.1 | (1.0 | ) | |||||||||
| | | | | | | | | | | ||||
Other comprehensive income (loss), net of tax | $ | (147.7 | ) | $ | 88.2 | $ | (3.7 | ) | ||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of components of other comprehensive loss that have been reclassified | ||||||||||||||
Year Ended | ||||||||||||||
December 31, | Affected Line Items on the | |||||||||||||
(In millions) | 2014 | 2013 | 2012 | Consolidated Statements of Operations | ||||||||||
Details about other comprehensive income (loss) components: | ||||||||||||||
Change in pension and OPEB liability adjustments: | ||||||||||||||
Curtailment gain(1) | $ | - | $ | (15.5 | ) | $ | - | Transaction-related costs and other, net | ||||||
Settlement loss(1) | 5.8 | - | - | Transaction-related costs and other, net | ||||||||||
Amortization of actuarial loss (gain) and prior service credit(1) | (9.5 | ) | (0.2 | ) | 1.6 | Cost of sales and selling, general and administrative expenses | ||||||||
| | | | | | | | | | | | |||
Pre-tax amount | (3.7 | ) | (15.7 | ) | 1.6 | |||||||||
Tax expense (benefit) | (1.4 | ) | (6.0 | ) | 0.6 | Provision for income taxes | ||||||||
| | | | | | | | | | | | |||
Reclassifications for the period, net of tax | $ | (2.3 | ) | $ | (9.7 | ) | $ | 1 | ||||||
| | | | | | | | | | | | |||
| | | | | | | | | | | | |||
-1 | These other comprehensive income (loss) components are included in the computation of net periodic benefit income (expense). See Note 12 of the Notes to the Consolidated Financial Statements for additional details. | |||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
INCOME TAXES | ||||||||||||
Schedule of income before taxes | ||||||||||||
Year Ended December 31, | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||
United States operations | $ | 41.8 | $ | 210.1 | $ | 175.9 | ||||||
Foreign operations | 15.9 | 31.5 | 1.8 | |||||||||
| | | | | | | | | | | ||
Total | $ | 57.7 | $ | 241.6 | $ | 177.7 | ||||||
| | | | | | | | | | | ||
| | | | | | | | | | | ||
Schedule of provision for income taxes | ||||||||||||
Year Ended December 31, | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||
Current income taxes: | ||||||||||||
Federal | $ | 20.7 | $ | 106.2 | $ | 63.5 | ||||||
State | 3.9 | 14.9 | 6.7 | |||||||||
Foreign | (0.2 | ) | 7.8 | (4.5 | ) | |||||||
| | | | | | | | | | | ||
Total current | 24.4 | 128.9 | 65.7 | |||||||||
| | | | | | | | | | | ||
Deferred income taxes: | ||||||||||||
Federal | (14.5 | ) | (49.0 | ) | (11.7 | ) | ||||||
State | (0.8 | ) | (2.0 | ) | 3.2 | |||||||
Foreign | (1.6 | ) | (4.3 | ) | - | |||||||
| | | | | | | | | | | ||
Total deferred | (16.9 | ) | (55.3 | ) | (8.5 | ) | ||||||
| | | | | | | | | | | ||
Provision for income taxes | $ | 7.5 | $ | 73.6 | $ | 57.2 | ||||||
| | | | | | | | | | | ||
| | | | | | | | | | | ||
Reconciliation of the effective income tax rate and the U.S. statutory federal income tax rate | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
U.S. statutory federal income tax rate | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal benefit | 3.5 | 3.5 | 3.7 | |||||||||
Difference between U.S. and foreign tax rates | (3.0 | ) | 0.1 | - | ||||||||
Tax credits | (3.4 | ) | (0.7 | ) | (1.3 | ) | ||||||
Domestic manufacturing deduction | (7.9 | ) | (4.7 | ) | (2.8 | ) | ||||||
Percentage depletion | (6.8 | ) | (1.5 | ) | (0.4 | ) | ||||||
Net change in unrecognized tax benefits | (16.0 | ) | (1.2 | ) | (3.5 | ) | ||||||
Change in valuation allowance | 2.8 | (0.3 | ) | 0.3 | ||||||||
Goodwill impairment | 2.5 | 2.6 | - | |||||||||
Non-deductible interest | 1.7 | - | - | |||||||||
Capitalized acquisition costs | - | 0.1 | 2.1 | |||||||||
Other, net | 4.6 | (2.4 | ) | (0.9 | ) | |||||||
| | | | | | | | | | | ||
Effective income tax rate | 13 | % | 30.5 | % | 32.2 | % | ||||||
| | | | | | | | | | | ||
| | | | | | | | | | | ||
Schedule of major items of net deferred tax liability | ||||||||||||
As of December 31, | ||||||||||||
(In millions) | 2014 | 2013 | ||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 35.1 | $ | 47.5 | ||||||||
Employee compensation | 20.2 | 17.8 | ||||||||||
Accrued liabilities | 24.2 | 16.8 | ||||||||||
Tax credits | 24.9 | 29.6 | ||||||||||
Environmental | 15.4 | 19.1 | ||||||||||
Property, plant and equipment | 39.1 | 36.9 | ||||||||||
Pension | 96.3 | 40.6 | ||||||||||
Other deferred tax assets | 21.2 | 7 | ||||||||||
| | | | | | | | |||||
Total deferred tax assets | 276.4 | 215.3 | ||||||||||
| | | | | | | | |||||
Valuation allowance | (86.6 | ) | (93.0 | ) | ||||||||
| | | | | | | | |||||
Total deferred tax assets | 189.8 | 122.3 | ||||||||||
Deferred tax liability: | ||||||||||||
Property, plant and equipment | (391.8 | ) | (381.8 | ) | ||||||||
Intangible assets | (392.6 | ) | (416.3 | ) | ||||||||
Inventories | (11.1 | ) | (10.1 | ) | ||||||||
Debt restructuring | (29.3 | ) | (39.2 | ) | ||||||||
Foreign outside basis difference | (68.2 | ) | (78.8 | ) | ||||||||
Other | (15.2 | ) | (21.7 | ) | ||||||||
| | | | | | | | |||||
Total deferred tax liability | (908.2 | ) | (947.9 | ) | ||||||||
| | | | | | | | |||||
Net deferred tax liability | $ | (718.4 | ) | $ | (825.6 | ) | ||||||
| | | | | | | | |||||
| | | | | | | | |||||
Schedule of jurisdictional amount of NOLs and the years in which they will expire | ||||||||||||
Jurisdiction (in millions) | NOL | Year of | ||||||||||
Amount | Expiration | |||||||||||
U.S. State | $ | 55.5 | 2021-2034 | |||||||||
Canada federal | 154.9 | 2032 | ||||||||||
Canada provincial | 265.3 | 2032 | ||||||||||
Schedule of tax credits that expire over varying amounts and periods | ||||||||||||
Jurisdiction (in millions) | Tax credit | Year of | ||||||||||
Carryover Amount | Expiration | |||||||||||
U.S. state tax credits (gross of federal benefit) | $ | 19.9 | Indefinite | |||||||||
U.S. foreign income tax credits | 1.2 | 2023 | ||||||||||
Canadian income tax credits | 10.8 | 2017-2034 | ||||||||||
Schedule of the tax years that remain subject to examination by major tax jurisdiction | ||||||||||||
Tax Jurisdiction | Open Years | |||||||||||
United States Federal | 2011-2014 | |||||||||||
Canada | 2009-2014 | |||||||||||
Various states | 2006-2014 | |||||||||||
Taiwan | 2013-2014 | |||||||||||
Reconciliation of the liability for unrecognized tax benefits | ||||||||||||
Year Ended December 31, | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||||
Balance as of beginning of the year | $ | 16.3 | $ | 18.5 | $ | 22.1 | ||||||
Additions for current year tax positions | 0.3 | 0.2 | 0.2 | |||||||||
Additions for prior year tax positions | 1 | 1.2 | 0.8 | |||||||||
Reductions for prior year tax positions | (4.0 | ) | (0.2 | ) | (2.1 | ) | ||||||
Reductions related to expirations of statute of limitations | (2.8 | ) | (2.5 | ) | (2.9 | ) | ||||||
Foreign currency translation | (0.8 | ) | (0.9 | ) | 0.4 | |||||||
| | | | | | | | | | | | |
Balance as of the end of the year | $ | 10 | $ | 16.3 | $ | 18.5 | ||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
INVESTMENTS_AND_RELATED_PARTY_1
INVESTMENTS AND RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Summary of maximum exposure to loss associated with RS Cogen | ||||||||||||
(In millions) | 2014 | 2013 | ||||||||||
Investment in and net advances to RS Cogen | $ | 4.6 | $ | 10.9 | ||||||||
Supply contracts | 38.5 | 40.6 | ||||||||||
| | | | | | | | |||||
Maximum exposure to loss | $ | 43.1 | $ | 51.5 | ||||||||
| | | | | | | | |||||
| | | | | | | | |||||
Schedule of reconciliation of minority partner's ownership, reported as noncontrolling interest | ||||||||||||
(In millions) | 2014 | 2013 | ||||||||||
Noncontrolling interest at January 1, 2014 | $ | 119.4 | $ | - | ||||||||
Net income attributable to noncontrolling interest | 3.9 | 2.7 | ||||||||||
Other comprehensive loss attributable to noncontrolling interest (1) | (7.7 | ) | - | |||||||||
Noncontrolling interest recognized in connection with the merger | - | 130 | ||||||||||
Distribution to noncontrolling interest | (7.7 | ) | (13.3 | ) | ||||||||
| | | | | | | | | ||||
Noncontrolling interest at December 31, 2014 | $ | 107.9 | $ | 119.4 | ||||||||
| | | | | | | | | ||||
| | | | | | | | | ||||
-1 | Other comprehensive loss attributable to noncontrolling interest primarily relates to change in foreign currency translation adjustment. | |||||||||||
Chlorovinyls | ||||||||||||
Schedule of related party balances | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | Financial Statement | ||||||||
Classification | ||||||||||||
Investment in joint venture | $ | 11.0 | $ | 11.7 | NA | Other long term assets | ||||||
Receivables due from affiliates | 5.5 | 5.0 | NA | Accounts receivables | ||||||||
Amounts due to affiliates | 0.4 | 1.9 | NA | Accounts payable | ||||||||
Equity in earnings from joint ventures | 0.6 | 0.8 | $ | 0.7 | Cost of sales | |||||||
Building Products | ||||||||||||
Schedule of related party balances | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | Financial Statement | ||||||||
Classification | ||||||||||||
Investment in joint venture | $ | 2.5 | $ | 2.5 | NA | Other long term assets | ||||||
Receivables due from affiliates | 1.2 | 1.0 | NA | Accounts receivables | ||||||||
Sales to affiliates | 8.8 | 11.6 | $ | 14.9 | Sales | |||||||
Equity in earnings from joint ventures | 0.3 | - | 2.2 | Cost of sales | ||||||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
SEGMENT INFORMATION | |||||||||||||||||||
Schedule of segment information | |||||||||||||||||||
(In millions) | Chlorovinyls | Building | Aromatics | Eliminations, | Total | ||||||||||||||
Products | Unallocated | ||||||||||||||||||
and Other | |||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||
Net sales | $ | 2,930.20 | $ | 878.6 | $ | 759.9 | $ | - | $ | 4,568.70 | |||||||||
Intersegment revenues | 255.7 | 0.1 | - | (255.8 | ) | - | |||||||||||||
| | | | | | | | | | | | | | | | | | | |
Total net sales | $ | 3,185.90 | 878.7 | 759.9 | (255.8 | ) | $ | 4,568.70 | |||||||||||
Transaction-related costs and other, net | $ | 6.3 | 6.3 | - | 25.8 | $ | 38.4 | ||||||||||||
Long-lived asset impairment charges, net | $ | 16.6 | 1 | - | - | $ | 17.6 | ||||||||||||
Depreciation and amortization | $ | 200.3 | 34.5 | 2 | 9.7 | $ | 246.5 | ||||||||||||
Operating income (loss) | $ | 213.9 | 25.8 | (20.7 | ) | (84.9 | ) | -1 | $ | 134.1 | |||||||||
Interest expense, net | (75.8 | ) | |||||||||||||||||
Foreign exchange loss | (0.6 | ) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | $ | 57.7 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 145.7 | 40.6 | 11.2 | 13 | $ | 210.5 | ||||||||||||
Total assets | $ | 4,872.00 | 581.3 | 119 | 102 | $ | 5,674.30 | ||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||||
Net sales | $ | 2,917.30 | $ | 849.9 | $ | 898.8 | $ | - | $ | 4,666.00 | |||||||||
Intersegment revenues | 226.2 | 0.1 | - | (226.3 | ) | - | |||||||||||||
| | | | | | | | | | | | | | | | | | | |
Total net sales | $ | 3,143.50 | $ | 850 | $ | 898.8 | $ | (226.3 | ) | $ | 4,666.00 | ||||||||
Transaction-related costs (recoveries) and other, net | $ | (8.7 | ) | 3.2 | - | 41.1 | $ | 35.6 | |||||||||||
Long-lived asset impairment charges, net | $ | - | 28.5 | - | 7.5 | $ | 36 | ||||||||||||
Depreciation and amortization | $ | 174.2 | 35.7 | 1.2 | 6.9 | $ | 218 | ||||||||||||
Operating income (loss) | $ | 434.9 | 3 | 29.1 | (96.2 | ) | -1 | $ | 370.8 | ||||||||||
Interest expense, net | (76.6 | ) | |||||||||||||||||
Loss on redemption and other debt costs | (78.5 | ) | |||||||||||||||||
Gain on acquisition of controlling interest | 25.9 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | $ | 241.6 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 132.7 | 44.4 | 7.1 | 11.9 | $ | 196.1 | ||||||||||||
Total assets | $ | 5,074.00 | 577.8 | 146.8 | 78.6 | $ | 5,877.20 | ||||||||||||
Year Ended December 31, 2012 | |||||||||||||||||||
Net sales | $ | 1,344.90 | $ | 876.6 | $ | 1,104.30 | $ | - | $ | 3,325.80 | |||||||||
Intersegment revenues | $ | 236.1 | 0.4 | - | (236.5 | ) | $ | - | |||||||||||
| | | | | | | | | | | | | | | | | | | |
Total net sales | $ | 1,581.00 | 877 | 1,104.30 | (236.5 | ) | $ | 3,325.80 | |||||||||||
Transaction-related costs and other, net | $ | 1.3 | 1.5 | - | 36.1 | $ | 38.9 | ||||||||||||
Long-lived asset impairment charges, net | $ | - | (0.8 | ) | - | - | $ | (0.8 | ) | ||||||||||
Depreciation and amortization | $ | 45.2 | 38.4 | 1.5 | 4.7 | $ | 89.8 | ||||||||||||
Gain on sale of assets | $ | (19.3 | ) | - | - | - | $ | (19.3 | ) | ||||||||||
Operating income | $ | 237.2 | 18.4 | 64.6 | (82.1 | ) | -1 | $ | 238.1 | ||||||||||
Interest expense, net | (57.1 | ) | |||||||||||||||||
Loss on redemption and other debt costs | (2.7 | ) | |||||||||||||||||
Foreign exchange loss | (0.6 | ) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | $ | 177.7 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Capital expenditures | $ | 44.7 | 24.9 | 2.7 | 8 | $ | 80.3 | ||||||||||||
Total assets | $ | 966.4 | 604.5 | 180.1 | 50.3 | $ | 1,801.30 | ||||||||||||
-1 | Includes shared services, administrative and legal expenses. | ||||||||||||||||||
Schedule of sales by product line | |||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||||||||
Chlorovinyls | |||||||||||||||||||
Chlor-alkali and derivative products | $ | 2,435.3 | $ | 2,447.2 | $ | 886.2 | |||||||||||||
Compound products | 494.9 | 470.1 | 458.7 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Total | 2,930.2 | 2,917.3 | 1,344.9 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Building Products | |||||||||||||||||||
Window and door profiles and moulding products | 314.5 | 314.4 | 319.1 | ||||||||||||||||
Outdoor building products | 564.1 | 535.5 | 557.5 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Total | 878.6 | 849.9 | 876.6 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Aromatics | |||||||||||||||||||
Cumene products | 499.2 | 569.8 | 763.5 | ||||||||||||||||
Phenol and acetone products | 260.7 | 329.0 | 340.8 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Total | 759.9 | 898.8 | 1,104.3 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Net Sales | $ | 4,568.7 | $ | 4,666.0 | $ | 3,325.8 | |||||||||||||
Schedule of sales attributable to geographic areas based on customer location | |||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||||||||
Net sales: | |||||||||||||||||||
United States | $ | 3,663.0 | $ | 3,748.1 | $ | 2,625.7 | |||||||||||||
Non-U.S. | 905.7 | 917.9 | 700.1 | ||||||||||||||||
| | | | | | | | | | | |||||||||
Net Sales | $ | 4,568.7 | $ | 4,666.0 | $ | 3,325.8 | |||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Schedule of long-lived assets, excluding intangible assets, property, plant and equipment by geographic areas | |||||||||||||||||||
December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | |||||||||||||||||
Long-lived assets (excluding intangible assets): | |||||||||||||||||||
United States | $ | 1,379.7 | $ | 1,335.4 | |||||||||||||||
Non-U.S. | 286.0 | 323.3 | |||||||||||||||||
| | | | | | | | ||||||||||||
Total | $ | 1,665.7 | $ | 1,658.7 | |||||||||||||||
| | | | | | | | ||||||||||||
| | | | | | | | ||||||||||||
Schedule of net assets (liabilities) by geographic locations | |||||||||||||||||||
December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | |||||||||||||||||
Net assets (liabilities): | |||||||||||||||||||
United States | $ | 2,255.2 | $ | 2,375.3 | |||||||||||||||
Non-U.S. | 333.8 | 353.0 | |||||||||||||||||
| | | | | | | | ||||||||||||
Total | $ | 2,589.0 | $ | 2,728.3 | |||||||||||||||
| | | | | | | | ||||||||||||
| | | | | | | | ||||||||||||
QUARTERLY_FINANCIAL_DATA_UNAUD1
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
QUARTERLY FINANCIAL DATA (UNAUDITED) | |||||||||||||||||
Schedule of quarterly financial data | |||||||||||||||||
Quarter and Year Ended December 31, 2014 | |||||||||||||||||
(In millions, except per share data) | Q1 | Q2 | Q3 | Q4 | Total (1) | ||||||||||||
Net sales | $ | 993.7 | $ | 1,236.90 | $ | 1,269.40 | $ | 1,068.70 | $ | 4,568.70 | |||||||
Gross margin | 80.4 | 146.9 | 162.1 | 111.2 | 500.6 | ||||||||||||
Operating income (loss) | (0.4 | ) | 58.4 | 74.2 | 1.9 | 134.1 | |||||||||||
Consolidated net income (loss) | (10.6 | ) | 28.1 | 45.1 | (12.4 | ) | 50.2 | ||||||||||
Net income (loss) attributable to Axiall | (11.6 | ) | 27.2 | 44.5 | (13.8 | ) | 46.3 | ||||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic | $ | (0.17 | ) | $ | 0.39 | $ | 0.64 | $ | (0.20 | ) | $ | 0.66 | |||||
Diluted | $ | (0.17 | ) | $ | 0.38 | $ | 0.63 | $ | (0.20 | ) | $ | 0.65 | |||||
Quarter and Year Ended December 31, 2013 | |||||||||||||||||
Q1 | Q2 | Q3 | Q4 | Total (1) | |||||||||||||
Net sales | $ | 1,061.20 | $ | 1,272.80 | $ | 1,197.50 | $ | 1,134.50 | $ | 4,666.00 | |||||||
Gross margin | 152.2 | 210 | 193.5 | 185.8 | 741.5 | ||||||||||||
Operating income | 71.2 | 124.6 | 78.1 | 96.9 | 370.8 | ||||||||||||
Consolidated net income (loss) | (2.8 | ) | 73.7 | 39.3 | 57.8 | 168 | |||||||||||
Net income (loss) attributable to Axiall | (3.5 | ) | 72.8 | 39 | 57 | 165.3 | |||||||||||
Earnings (loss) per share: | |||||||||||||||||
Basic | $ | (0.06 | ) | $ | 1.04 | $ | 0.56 | $ | 0.81 | $ | 2.46 | ||||||
Diluted | $ | (0.06 | ) | $ | 1.03 | $ | 0.55 | $ | 0.81 | $ | 2.44 | ||||||
-1 | Totaling quarterly data may differ from the annual audited amounts due to rounding. | ||||||||||||||||
GUARANTOR_INFORMATION_Tables
GUARANTOR INFORMATION (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
GUARANTOR INFORMATION | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Balance Sheet Information | ||||||||||||||||||||||||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Balance Sheet | ||||||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
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 | ||||||||||||||||
Inventories | - | - | 257 | 257 | 96.7 | - | 353.7 | |||||||||||||||||
Prepaid expenses and other | 0.1 | - | 83 | 83 | 6.6 | - | 89.7 | |||||||||||||||||
Deferred income taxes | 3.1 | - | 24.9 | 24.9 | - | - | 28 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total current assets | 166 | - | 952.8 | 937 | 263.3 | (261.1 | ) | 1,105.20 | ||||||||||||||||
Property, plant and equipment, net | 12 | - | 1,367.70 | 1,367.70 | 286 | - | 1,665.70 | |||||||||||||||||
Long-term receivables—affiliates | 1,292.90 | - | - | - | - | (1,292.9 | ) | - | ||||||||||||||||
Goodwill | - | - | 1,493.70 | 1,493.70 | 247.3 | - | 1,741.00 | |||||||||||||||||
Customer relationships, net | - | - | 877.9 | 877.9 | 146.6 | - | 1,024.50 | |||||||||||||||||
Other intangible assets, net | - | - | 67.8 | 67.8 | 0.3 | - | 68.1 | |||||||||||||||||
Other assets, net | 17 | 12.4 | 31.7 | 44 | 9.4 | (0.6 | ) | 69.8 | ||||||||||||||||
Investment in subsidiaries | 1,682.70 | 2,831.20 | 290.5 | 290.5 | - | (1,973.2 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total assets | $ | 3,170.60 | $ | 2,843.60 | $ | 5,082.10 | $ | 5,078.60 | $ | 952.9 | $ | (3,527.8 | ) | $ | 5,674.30 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
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 | 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 | 86.7 | (261.1 | ) | 484.1 | ||||||||||||||||
Long-term debt excluding current portion of long-term debt | 450 | 877.8 | - | 877.8 | - | - | 1,327.80 | |||||||||||||||||
Long-term payables—affiliates | - | 900 | - | 900 | 392.9 | (1,292.9 | ) | - | ||||||||||||||||
Lease financing obligation | - | - | - | - | 94.2 | - | 94.2 | |||||||||||||||||
Deferred income taxes | 10 | - | 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 | (77.1 | ) | 161.2 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total liabilities | 689.5 | 1,971.40 | 1,441.10 | 3,396.60 | 630.9 | (1,631.7 | ) | 3,085.30 | ||||||||||||||||
Equity: | ||||||||||||||||||||||||
Total Axiall stockholders' equity | 2,481.10 | 872.2 | 3,641.00 | 1,682.00 | 214.1 | (1,896.1 | ) | 2,481.10 | ||||||||||||||||
Noncontrolling interest | - | - | - | - | 107.9 | - | 107.9 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total equity | 2,481.10 | 872.2 | 3,641.00 | 1,682.00 | 322 | (1,896.1 | ) | 2,589.00 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total liabilities and equity | $ | 3,170.60 | $ | 2,843.60 | $ | 5,082.10 | $ | 5,078.60 | $ | 952.9 | $ | (3,527.8 | ) | $ | 5,674.30 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Balance Sheet | ||||||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle | Eagle | (c) | ||||||||||||||||||||||
Spinco Inc. | Spinco Inc. | |||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | - | $ | - | $ | 76.9 | $ | 76.9 | $ | 89.6 | $ | - | $ | 166.5 | ||||||||||
Receivables, net of allowance for doubtful accounts | 162.5 | - | 482.2 | 478.7 | 73.3 | (165.7 | ) | 548.8 | ||||||||||||||||
Inventories | - | - | 310.5 | 310.5 | 93.1 | - | 403.6 | |||||||||||||||||
Prepaid expenses and other | 1.3 | - | 26.1 | 26.1 | 4.2 | - | 31.6 | |||||||||||||||||
Deferred income taxes | - | - | 20.5 | 20.5 | 0.2 | (2.7 | ) | 18 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total current assets | 163.8 | - | 916.2 | 912.7 | 260.4 | (168.4 | ) | 1,168.50 | ||||||||||||||||
Property, plant and equipment, net | 9.8 | - | 1,325.60 | 1,325.60 | 323.3 | - | 1,658.70 | |||||||||||||||||
Long-term receivables—affiliates | 1,328.60 | - | - | - | - | (1,328.6 | ) | - | ||||||||||||||||
Goodwill | - | - | 1,496.60 | 1,496.60 | 266.6 | - | 1,763.20 | |||||||||||||||||
Customer relationships, net | - | - | 935.2 | 935.2 | 166.6 | - | 1,101.80 | |||||||||||||||||
Other intangible assets, net | - | - | 72.9 | 72.9 | - | - | 72.9 | |||||||||||||||||
Other assets, net | 12.2 | 13.2 | 71.7 | 84.9 | 15 | - | 112.1 | |||||||||||||||||
Investment in subsidiaries | 1,747.70 | 2,950.80 | 312.9 | 312.9 | - | (2,060.6 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total assets | $ | 3,262.10 | $ | 2,964.00 | $ | 5,131.10 | $ | 5,140.80 | $ | 1,031.90 | $ | (3,557.6 | ) | $ | 5,877.20 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Liabilities and Equity: | ||||||||||||||||||||||||
Current portion of long-term debt | $ | - | $ | 2.8 | $ | - | $ | 2.8 | $ | - | $ | - | $ | 2.8 | ||||||||||
Accounts payable | 16.8 | 119.6 | 319.6 | 435.7 | 26.9 | (165.7 | ) | 313.7 | ||||||||||||||||
Interest payable | 3.1 | 12.3 | - | 12.3 | - | - | 15.4 | |||||||||||||||||
Income taxes payable | - | - | 12.2 | 12.2 | 4.9 | - | 17.1 | |||||||||||||||||
Accrued compensation | 0.5 | - | 49.6 | 49.6 | 11.4 | - | 61.5 | |||||||||||||||||
Other accrued current liabilities | 12.9 | - | 86.5 | 86.5 | 35.9 | (2.7 | ) | 132.6 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total current liabilities | 33.3 | 134.7 | 467.9 | 599.1 | 79.1 | (168.4 | ) | 543.1 | ||||||||||||||||
Long-term debt excluding current portion of long-term debt | 450 | 880 | - | 880 | - | - | 1,330.00 | |||||||||||||||||
Lease financing obligation | - | - | - | - | 104.7 | - | 104.7 | |||||||||||||||||
Long-term payables—affiliates | - | 900 | - | 900 | 428.6 | (1,328.6 | ) | - | ||||||||||||||||
Deferred income taxes | 31 | - | 790.9 | 790.9 | 43.6 | - | 865.5 | |||||||||||||||||
Pension and other post retirement benefits | 13.7 | - | 107 | 107 | 9.1 | - | 129.8 | |||||||||||||||||
Other non-current liabilities | 125.2 | - | 116.4 | 116.4 | 20.9 | (86.7 | ) | 175.8 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total liabilities | 653.2 | 1,914.70 | 1,482.20 | 3,393.40 | 686 | (1,583.7 | ) | 3,148.90 | ||||||||||||||||
Equity: | ||||||||||||||||||||||||
Total Axiall stockholders' equity | 2,608.90 | 1,049.30 | 3,648.90 | 1,747.40 | 226.5 | (1,973.9 | ) | 2,608.90 | ||||||||||||||||
Noncontrolling interest | - | - | - | - | 119.4 | - | 119.4 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total equity | 2,608.90 | 1,049.30 | 3,648.90 | 1,747.40 | 345.9 | (1,973.9 | ) | 2,728.30 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total liabilities and equity | $ | 3,262.10 | $ | 2,964.00 | $ | 5,131.10 | $ | 5,140.80 | $ | 1,031.90 | $ | (3,557.6 | ) | $ | 5,877.20 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Guarantor Consolidating Statement of Operations and Comprehensive Income (Loss) Information | Axiall Corporation and Subsidiaries | |||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net sales | $ | - | $ | - | $ | 4,036.30 | $ | 4,036.30 | $ | 762.7 | $ | (230.3 | ) | $ | 4,568.70 | |||||||||
Operating costs and expenses: | ||||||||||||||||||||||||
Cost of sales | - | - | 3,658.10 | 3,658.10 | 640.3 | (230.3 | ) | 4,068.10 | ||||||||||||||||
Selling, general and administrative expenses | 45.5 | - | 188.6 | 188.6 | 76.4 | - | 310.5 | |||||||||||||||||
Transaction-related costs and other, net | 15.4 | - | 15.2 | 15.2 | 7.8 | - | 38.4 | |||||||||||||||||
Long-lived asset impairment charges, net | - | - | 17.5 | 17.5 | 0.1 | - | 17.6 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total operating costs and expenses | 60.9 | - | 3,879.40 | 3,879.40 | 724.6 | (230.3 | ) | 4,434.60 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Operating income (loss) | (60.9 | ) | - | 156.9 | 156.9 | 38.1 | - | 134.1 | ||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest expense, net | 31.1 | (87.4 | ) | 1.9 | (85.5 | ) | (21.4 | ) | - | (75.8 | ) | |||||||||||||
Foreign exchange loss | - | - | (0.5 | ) | (0.5 | ) | (0.1 | ) | - | (0.6 | ) | |||||||||||||
Equity in income (loss) of subsidiaries | 55.7 | (19.3 | ) | 11.7 | 11.7 | - | (67.4 | ) | - | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Income (loss) before income taxes | 25.9 | (106.7 | ) | 170 | 82.6 | 16.6 | (67.4 | ) | 57.7 | |||||||||||||||
Provision for (benefit from) income taxes | (20.4 | ) | (29.9 | ) | 59.6 | 29.7 | (1.8 | ) | - | 7.5 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Consolidated net income (loss) | 46.3 | (76.8 | ) | 110.4 | 52.9 | 18.4 | (67.4 | ) | 50.2 | |||||||||||||||
Less net income attributable to noncontrolling interest | - | - | - | - | 3.9 | - | 3.9 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Net income (loss) attributable to Axiall | $ | 46.3 | $ | (76.8 | ) | $ | 110.4 | $ | 52.9 | $ | 14.5 | $ | (67.4 | ) | $ | 46.3 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Comprehensive income (loss) attributable to Axiall | $ | (93.7 | ) | $ | (193.1 | ) | $ | (50.4 | ) | $ | (107.9 | ) | $ | (0.9 | ) | $ | 108.8 | $ | (93.7 | ) | ||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income | ||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net sales | $ | - | $ | - | $ | 4,125.10 | $ | 4,125.10 | $ | 734.4 | $ | (193.5 | ) | $ | 4,666.00 | |||||||||
Operating costs and expenses: | ||||||||||||||||||||||||
Cost of sales | - | - | 3,520.80 | 3,520.80 | 597.2 | (193.5 | ) | 3,924.50 | ||||||||||||||||
Selling, general and administrative expenses | 41.3 | - | 181.4 | 181.4 | 76.4 | - | 299.1 | |||||||||||||||||
Transaction related costs and other, net | 34.4 | - | (2.3 | ) | (2.3 | ) | 3.5 | - | 35.6 | |||||||||||||||
Long-lived asset impairment charges, net | 7.5 | - | 25.5 | 25.5 | 3 | - | 36 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total operating costs and expenses | 83.2 | - | 3,725.40 | 3,725.40 | 680.1 | (193.5 | ) | 4,295.20 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Operating income (loss) | (83.2 | ) | - | 399.7 | 399.7 | 54.3 | - | 370.8 | ||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest income (expense), net | (45.7 | ) | (45.8 | ) | 37.7 | (8.1 | ) | (22.8 | ) | - | (76.6 | ) | ||||||||||||
Loss on redemption and other debt costs | (66.1 | ) | (12.4 | ) | - | (12.4 | ) | - | - | (78.5 | ) | |||||||||||||
Gain on acquisition of controlling interest | - | - | 25.9 | 25.9 | - | - | 25.9 | |||||||||||||||||
Equity in income of subsidiaries | 293.1 | 114.3 | 22.6 | 22.6 | - | (315.7 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Income before income taxes | 98.1 | 56.1 | 485.9 | 427.7 | 31.5 | (315.7 | ) | 241.6 | ||||||||||||||||
Provision for (benefit from) income taxes | (67.2 | ) | (19.7 | ) | 157.1 | 137.4 | 3.4 | - | 73.6 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Consolidated net income | 165.3 | 75.8 | 328.8 | 290.3 | 28.1 | (315.7 | ) | 168 | ||||||||||||||||
Less net income attributable to noncontrolling interest | - | - | - | - | 2.7 | - | 2.7 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Net income attributable to Axiall | $ | 165.3 | $ | 75.8 | $ | 328.8 | $ | 290.3 | $ | 25.4 | $ | (315.7 | ) | $ | 165.3 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Comprehensive income attributable to Axiall | $ | 253.5 | $ | 165.7 | $ | 479.3 | $ | 429 | $ | 19.8 | $ | (448.8 | ) | $ | 253.5 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income | ||||||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net sales | $ | - | $ | - | $ | 2,880.80 | $ | 2,880.80 | $ | 611.1 | $ | (166.1 | ) | $ | 3,325.80 | |||||||||
Operating costs and expenses: | ||||||||||||||||||||||||
Cost of sales | - | - | 2,518.00 | 2,518.00 | 513.5 | (166.1 | ) | 2,865.40 | ||||||||||||||||
Selling, general and administrative expenses | 38.1 | - | 94.5 | 94.5 | 70.9 | - | 203.5 | |||||||||||||||||
Transaction related costs and other, net | 35.8 | - | 2.6 | 2.6 | 0.5 | - | 38.9 | |||||||||||||||||
Long-lived asset impairment charges | - | - | (0.8 | ) | (0.8 | ) | - | - | (0.8 | ) | ||||||||||||||
Gain on sale of assets | - | - | (19.3 | ) | (19.3 | ) | - | - | (19.3 | ) | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Total operating costs and expenses | 73.9 | - | 2,595.00 | 2,595.00 | 584.9 | (166.1 | ) | 3,087.70 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Operating income (loss) | (73.9 | ) | - | 285.8 | 285.8 | 26.2 | - | 238.1 | ||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||
Interest income (expense), net | (89.9 | ) | - | 56.3 | 56.3 | (23.5 | ) | - | (57.1 | ) | ||||||||||||||
Loss on redemption and other debt costs | (2.7 | ) | - | - | - | - | - | (2.7 | ) | |||||||||||||||
Foreign exchange gain (loss) | 0.2 | - | (0.1 | ) | (0.1 | ) | (0.7 | ) | - | (0.6 | ) | |||||||||||||
Equity in income of subsidiaries | 233.3 | - | 0.7 | 0.7 | - | (234.0 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Income before income taxes | 67 | - | 342.7 | 342.7 | 2 | (234.0 | ) | 177.7 | ||||||||||||||||
Provision for (benefit from) income taxes | (53.5 | ) | - | 115.2 | 115.2 | (4.5 | ) | - | 57.2 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
Net income attributable to Axiall | $ | 120.5 | $ | - | $ | 227.5 | $ | 227.5 | $ | 6.5 | $ | (234.0 | ) | $ | 120.5 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Comprehensive income attributable to Axiall | $ | 116.8 | $ | - | $ | 219.9 | $ | 219.9 | $ | 4.1 | $ | (224.0 | ) | $ | 116.8 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | | | | | | | | | | | | | | | | | | | ||
Guarantor Condensed Consolidating Statement of Cash Flows Information | Axiall Corporation and Subsidiaries | |||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net cash provided by operating activities | $ | 68.2 | $ | 12.4 | $ | 194.4 | $ | 197.6 | $ | 46.1 | $ | (20.8 | ) | $ | 291.1 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | ||||||||||||||||||||||||
Capital expenditures | (6.8 | ) | - | (185.1 | ) | (185.1 | ) | (18.6 | ) | - | (210.5 | ) | ||||||||||||
Proceeds from the sale of assets and other | - | - | 7.7 | 7.7 | 0.4 | - | 8.1 | |||||||||||||||||
Acquisitions, net of cash acquired | - | - | (5.8 | ) | (5.8 | ) | (0.3 | ) | - | (6.1 | ) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | (6.8 | ) | - | (183.2 | ) | (183.2 | ) | (18.5 | ) | - | (208.5 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Borrowings on ABL revolver | 148.9 | - | - | - | - | - | 148.9 | |||||||||||||||||
Repayments on ABL revolver | (148.9 | ) | - | - | - | - | - | (148.9 | ) | |||||||||||||||
Long-term debt payments | - | (2.8 | ) | (0.7 | ) | (3.5 | ) | - | - | (3.5 | ) | |||||||||||||
Fees paid related to financing activities | (1.8 | ) | (0.4 | ) | - | (0.4 | ) | - | - | (2.2 | ) | |||||||||||||
Lease financing obligation payment | - | - | - | - | (2.3 | ) | - | (2.3 | ) | |||||||||||||||
Deferred acquisition payments | (10.0 | ) | - | - | - | - | - | (10.0 | ) | |||||||||||||||
Dividends paid | (45.0 | ) | - | - | - | - | - | (45.0 | ) | |||||||||||||||
Distribution to noncontrolling interest | - | - | - | - | (7.7 | ) | - | (7.7 | ) | |||||||||||||||
Excess tax benefits from share-based payment arrangements | 2.3 | - | - | - | - | - | 2.3 | |||||||||||||||||
Stock compensation plan activity | (6.9 | ) | - | - | - | - | - | (6.9 | ) | |||||||||||||||
Distribution to affiliate | - | (9.2 | ) | (9.2 | ) | (9.2 | ) | (11.6 | ) | 20.8 | - | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in financing activities | (61.4 | ) | (12.4 | ) | (9.9 | ) | (13.1 | ) | (21.6 | ) | 20.8 | (75.3 | ) | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | - | - | - | - | (7.0 | ) | - | (7.0 | ) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | - | - | 1.3 | 1.3 | (1.0 | ) | - | 0.3 | ||||||||||||||||
Cash and cash equivalents at beginning of period | - | - | 76.9 | 76.9 | 89.6 | - | 166.5 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | - | $ | - | $ | 78.2 | $ | 78.2 | $ | 88.6 | $ | - | $ | 166.8 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net cash provided by operating activities | $ | 60.1 | $ | 112 | $ | 94 | $ | 206 | $ | 59.6 | $ | - | $ | 325.7 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | ||||||||||||||||||||||||
Capital expenditures | (8.7 | ) | - | (163.6 | ) | (163.6 | ) | (23.8 | ) | - | (196.1 | ) | ||||||||||||
Proceeds from sale of assets and other | - | - | 11.1 | 11.1 | 0.3 | 11.4 | ||||||||||||||||||
Distribution from affiliate | 15.9 | 15.9 | 19.9 | 19.9 | - | (35.8 | ) | - | ||||||||||||||||
Acquisitions, net of cash acquired | 21.6 | - | - | - | 23.5 | - | 45.1 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | 28.8 | 15.9 | (132.6 | ) | (132.6 | ) | - | (35.8 | ) | (139.6 | ) | |||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Issuance of long-term debt | 450 | - | - | - | - | - | 450 | |||||||||||||||||
Long-term debt payments | (450.0 | ) | (81.8 | ) | - | (81.8 | ) | - | - | (531.8 | ) | |||||||||||||
Make-whole and other fees paid related to financing activities | (65.9 | ) | (30.2 | ) | - | (30.2 | ) | (2.0 | ) | - | (98.1 | ) | ||||||||||||
Dividends paid | (22.2 | ) | - | - | - | - | - | (22.2 | ) | |||||||||||||||
Distribution to noncontrolling interest | - | - | - | - | (13.3 | ) | - | (13.3 | ) | |||||||||||||||
Excess tax benefits from share based payment arrangements | 0.9 | - | - | - | - | - | 0.9 | |||||||||||||||||
Stock compensation plan activity | (1.7 | ) | - | - | - | - | - | (1.7 | ) | |||||||||||||||
Distribution to affiliate | - | (15.9 | ) | (15.9 | ) | (15.9 | ) | (19.9 | ) | 35.8 | - | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in financing activities | (88.9 | ) | (127.9 | ) | (15.9 | ) | (127.9 | ) | (35.2 | ) | 35.8 | (216.2 | ) | |||||||||||
Effect of exchange rate changes on cash and cash equivalents | - | - | - | - | (3.7 | ) | - | (3.7 | ) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | - | - | (54.5 | ) | (54.5 | ) | 20.7 | - | (33.8 | ) | ||||||||||||||
Cash and cash equivalents at beginning of period | - | - | 131.4 | 131.4 | 68.9 | - | 200.3 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | - | $ | - | $ | 76.9 | $ | 76.9 | $ | 89.6 | $ | - | $ | 166.5 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Axiall Corporation and Subsidiaries | ||||||||||||||||||||||||
Guarantor Condensed Consolidating Statement of Cash Flows | ||||||||||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||
(In millions) | Parent | Eagle | Guarantor | Guarantor | Non- | Eliminations | Consolidated | |||||||||||||||||
Company | Spinco Inc. | Subsidiaries | Subsidiaries | Guarantor | (d) | (a) + (b) + (c) + (d) | ||||||||||||||||||
(a) | Excluding | Including | Subsidiaries | |||||||||||||||||||||
Eagle Spinco Inc. | Eagle Spinco Inc. | (c) | ||||||||||||||||||||||
(b) | ||||||||||||||||||||||||
Net cash provided by operating activities | $ | 62.3 | $ | - | $ | 126.9 | $ | 126.9 | $ | 42 | $ | - | $ | 231.2 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities: | ||||||||||||||||||||||||
Capital expenditures | (0.4 | ) | - | (62.6 | ) | (62.6 | ) | (17.3 | ) | - | (80.3 | ) | ||||||||||||
Proceeds from sale of assets and other | - | - | 23.5 | 23.5 | 0.1 | 23.6 | ||||||||||||||||||
Distribution from affiliate | 1.9 | - | 0.2 | 0.2 | - | (2.1 | ) | - | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | 1.5 | - | (38.9 | ) | (38.9 | ) | (17.2 | ) | (2.1 | ) | (56.7 | ) | ||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||
Borrowings on ABL revolver | 183.4 | 183.4 | ||||||||||||||||||||||
Repayments on ABL revolver | (183.4 | ) | - | - | - | - | - | (183.4 | ) | |||||||||||||||
Long-term debt payments | (51.5 | ) | - | - | - | - | - | (51.5 | ) | |||||||||||||||
Make-whole and other fees paid related to financing activities | (1.5 | ) | - | - | - | - | - | (1.5 | ) | |||||||||||||||
Dividends paid | (8.3 | ) | - | - | - | - | - | (8.3 | ) | |||||||||||||||
Distribution to noncontrolling interest | - | - | - | - | (2.1 | ) | 2.1 | - | ||||||||||||||||
Excess tax benefits from share based payment arrangements | 2.7 | - | - | - | - | - | 2.7 | |||||||||||||||||
Stock compensation plan activity | (5.2 | ) | - | - | - | - | - | (5.2 | ) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net cash used in financing activities | (63.8 | ) | - | - | - | (2.1 | ) | 2.1 | (63.8 | ) | ||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | - | - | - | - | 1 | - | 1 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | - | - | 88 | 88 | 23.7 | - | 111.7 | |||||||||||||||||
Cash and cash equivalents at beginning of period | - | - | 43.4 | 43.4 | 45.2 | - | 88.6 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | - | $ | - | $ | 131.4 | $ | 131.4 | $ | 68.9 | $ | - | $ | 200.3 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Inventories | |||
Inventory on consignment | $17.30 | $20.20 | |
Allowance for doubtful accounts | |||
Activity in our allowance for doubtful accounts | |||
Balance at beginning of period | 5.5 | 4.5 | 4.2 |
Charged to costs and expenses, net of recoveries | 0.9 | 3.4 | 1.6 |
Charged to other accounts | -0.1 | -0.1 | |
Deductions | -0.7 | -2.3 | -1.3 |
Balance at end of period | $5.60 | $5.50 | $4.50 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF BUSINESS (Details 2) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment | |||
Interest expense capitalized | $1.50 | $0.70 | $0.30 |
Depreciation expense | 171.7 | 148.3 | 82 |
Activity in warranty liabilities | |||
Balance at the beginning of the period | 12.6 | 13.6 | 11.8 |
Estimated fair value of warranty liability assumed in acquisition | 1.1 | ||
Warranty provisions | 4.8 | 4.6 | 6.2 |
Foreign currency translation gain (loss) | -0.5 | -0.4 | 0.1 |
Warranty claims paid | -3.4 | -5.2 | -5.6 |
Balance at the end of the period | 13.5 | 12.6 | 13.6 |
General Discussion of Pension and Other Postretirement Benefits [Abstract] | |||
Percentage threshold for amortizing unrecognized gains or losses | 10.00% | ||
Asset Retirement Obligation | |||
Asset retirement obligations recorded in other non-current liabilities | 28.3 | 23.3 | |
Foreign Currency Translation and Transactions | |||
Gains or losses resulting from transactions denominated in foreign currencies | -0.4 | 0.7 | 0.4 |
Advertising Costs | |||
Advertising and promotion expenses | $18.70 | $14.20 | $12.10 |
Buildings | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 27 years | ||
Buildings | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 39 years | ||
Land and land improvements | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 15 years | ||
Land and land improvements | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 25 years | ||
Chemical manufacturing plants | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 25 years | ||
Machinery and equipment | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 2 years | ||
Machinery and equipment | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 25 years | ||
Dies and moulds | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 3 years | ||
Dies and moulds | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 10 years | ||
Office furniture and equipment | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 2 years | ||
Office furniture and equipment | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 10 years | ||
Computer equipment and software | Minimum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 3 years | ||
Computer equipment and software | Maximum | |||
Property, plant and equipment | |||
Estimated useful lives of assets | 10 years |
MERGER_WITH_THE_PPG_CHEMICALS_2
MERGER WITH THE PPG CHEMICALS BUSINESS (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 28, 2013 | Dec. 31, 2014 |
Unaudited pro forma information | ||||
Net sales | $4,773,700,000 | $4,977,400,000 | ||
Net loss (income) attributable to Axiall | 162,700,000 | 271,800,000 | ||
Earnings per share from net income attributable to Axiall - Basic (in dollars per share) | $2.33 | $3.88 | ||
Earnings per share from net income attributable to Axiall - Diluted (in dollars per share) | $2.31 | $3.87 | ||
Allocation of the purchase price to assets acquired and liabilities assumed | ||||
Goodwill | 1,763,200,000 | 1,741,000,000 | ||
Additional disclosures | ||||
Estimated gain on acquisition of controlling interest | 25,900,000 | |||
Merger inventory fair value acquisition accounting adjustment | 13,400,000 | |||
Bridge loan | ||||
Additional disclosures | ||||
Financing fees associated with merger | 11,000,000 | |||
Face amount of debt | 688,000,000 | |||
Merged Business | ||||
Merger with the PPG chemical business | ||||
Purchase price | 2,800,000,000 | |||
Number of shares of common stock issued for acquisition | 35.2 | |||
Value of shares of common stock issued for acquisition | 1,800,000,000 | |||
Debt assumed | 967,000,000 | |||
Goodwill expected to be deductible for tax purposes | 5,900,000 | |||
Allocation of the purchase price to assets acquired and liabilities assumed | ||||
Cash and cash equivalents | 26,700,000 | 26,700,000 | ||
Receivables | 234,300,000 | 236,700,000 | ||
Inventories | 77,100,000 | 72,000,000 | ||
Prepaid expenses and other | 7,600,000 | 11,900,000 | ||
Property, plant and equipment | 926,900,000 | 957,300,000 | ||
Goodwill | 1,572,700,000 | 1,454,300,000 | ||
Intangible assets | 1,205,800,000 | 1,224,200,000 | ||
Other assets | 42,200,000 | 42,500,000 | ||
Accounts payable | -96,600,000 | -97,800,000 | ||
Income taxes payable | -4,700,000 | -4,700,000 | ||
Accrued compensation | -20,600,000 | -20,600,000 | ||
Other accrued taxes | -200,000 | -12,100,000 | ||
Other accrued liabilities | -62,500,000 | -58,000,000 | ||
Deferred income taxes | -681,400,000 | -614,900,000 | ||
Pension and other postretirement benefits | -252,300,000 | -279,000,000 | ||
Other non-current liabilities | -78,500,000 | -67,900,000 | ||
Debt assumed | -967,000,000 | -967,000,000 | ||
Noncontrolling interest | -130,000,000 | -130,300,000 | ||
Total net assets acquired | 1,799,500,000 | 1,773,300,000 | ||
Merged Business | Measurement Period Adjustments | ||||
Allocation of the purchase price to assets acquired and liabilities assumed | ||||
Receivables | -2,400,000 | |||
Inventories | 5,100,000 | |||
Prepaid expenses and other | -4,300,000 | |||
Property, plant and equipment | -30,400,000 | |||
Goodwill | 118,400,000 | |||
Intangible assets | -18,400,000 | |||
Other assets | -300,000 | |||
Accounts payable | 1,200,000 | |||
Other accrued taxes | 11,900,000 | |||
Other accrued liabilities | -4,500,000 | |||
Deferred income taxes | -66,500,000 | |||
Pension and other postretirement benefits | 26,700,000 | |||
Other non-current liabilities | -10,600,000 | |||
Noncontrolling interest | 300,000 | |||
Total net assets acquired | 26,200,000 | |||
Merged Business | Impact of correction | Overstatement of certain assets and deferred tax liabilities | ||||
Allocation of the purchase price to assets acquired and liabilities assumed | ||||
Goodwill | 700,000 | |||
Total net assets acquired | $700,000 |
NEW_ACCOUNTING_PRONOUNCEMENTS_
NEW ACCOUNTING PRONOUNCEMENTS (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
NEW ACCOUNTING PRONOUNCEMENTS | |
Reclassification of liabilities associated with certain unrecognized tax benefits as a reduction to a deferred tax asset for a net operating loss carryforward | $4.50 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Major classes of inventories | ||
Raw materials | $125.80 | $159.50 |
Work-in-progress | 4.8 | 5.2 |
Finished goods | 223.1 | 238.9 |
Inventories | $353.70 | $403.60 |
PROPERTY_PLANT_AND_EQUIPMENT_N2
PROPERTY, PLANT AND EQUIPMENT, NET (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $3,070.40 | $2,958.70 |
Less: accumulated depreciation | 1,404.70 | 1,300 |
Property, plant and equipment, net | 1,665.70 | 1,658.70 |
Chemical manufacturing plants | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 1,469.90 | 1,361.70 |
Machinery and equipment | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 1,127.30 | 1,070.40 |
Buildings | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 202.8 | 214.4 |
Land and land improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 185.7 | 195.3 |
Construction-in-progress | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $84.70 | $116.90 |
GOODWILL_OTHER_INTANGIBLE_ASSE2
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 28, 2013 |
item | |||
Preliminary allocation of the net purchase price to goodwill and other intangible assets | |||
Number of segments that contain reporting units with goodwill and intangible assets | 2 | ||
Goodwill | $1,741 | $1,763.20 | |
Trade names | |||
Preliminary allocation of the net purchase price to goodwill and other intangible assets | |||
Indefinite-lived intangible assets, carrying value | 6 | 6 | |
Merged Business | |||
Preliminary allocation of the net purchase price to goodwill and other intangible assets | |||
Goodwill | $1,572.70 | $1,454.30 |
GOODWILL_OTHER_INTANGIBLE_ASSE3
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING (Details 2) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Jan. 28, 2013 |
item | ||||
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING | ||||
Number of segments that contain reporting units with goodwill and intangible assets | 2 | |||
Goodwill | ||||
Non-cash impairment charge to write-down definite-lived intangible assets | $2.60 | |||
Changes made to goodwill by reportable segment | ||||
Gross goodwill at the beginning of the period | 1,969.10 | 404.9 | ||
Addition from mergers and acquisitions | 1,573.50 | |||
Adjustments | 0.7 | |||
Foreign currency translation adjustment | -18.8 | -9.3 | ||
Gross goodwill at the end of the period | 1,951 | 1,969.10 | 1,951 | |
Accumulated impairment losses at the end of the period | -210 | -205.9 | -210 | |
Net goodwill at the end of the period | 1,741 | 1,763.20 | 1,741 | |
Merged Business | ||||
Goodwill | ||||
Net assets acquired | 1,799.50 | 1,773.30 | ||
Changes made to goodwill by reportable segment | ||||
Net goodwill at the end of the period | 1,572.70 | 1,454.30 | ||
Merged Business | Impact of correction | Overstatement of certain assets and deferred tax liabilities | ||||
Goodwill | ||||
Net assets acquired | 0.7 | 0.7 | ||
Changes made to goodwill by reportable segment | ||||
Net goodwill at the end of the period | 0.7 | 0.7 | ||
Chlorovinyls | ||||
Goodwill | ||||
Goodwill impairment charges | 4.1 | |||
Non-cash impairment charge to write-down definite-lived intangible assets | 2.6 | |||
Changes made to goodwill by reportable segment | ||||
Gross goodwill at the beginning of the period | 1,808.80 | 245.4 | ||
Addition from mergers and acquisitions | 1,572.70 | |||
Adjustments | 0.7 | |||
Foreign currency translation adjustment | -18.7 | -9.3 | ||
Gross goodwill at the end of the period | 1,790.80 | 1,808.80 | 1,790.80 | |
Accumulated impairment losses at the end of the period | -59.6 | -55.5 | -59.6 | |
Net goodwill at the end of the period | 1,731.20 | 1,753.30 | 1,731.20 | |
Chlorovinyls | Customer relationships | ||||
Goodwill | ||||
Non-cash impairment charge to write-down definite-lived intangible assets | 2.6 | |||
Building Products | ||||
Changes made to goodwill by reportable segment | ||||
Gross goodwill at the beginning of the period | 160.3 | 159.5 | ||
Addition from mergers and acquisitions | 0.8 | |||
Foreign currency translation adjustment | -0.1 | |||
Gross goodwill at the end of the period | 160.2 | 160.3 | 160.2 | |
Accumulated impairment losses at the end of the period | -150.4 | -150.4 | -150.4 | |
Net goodwill at the end of the period | 9.8 | 9.9 | 9.8 | |
Restructuring charge | 6.3 | 3.2 | ||
Window and door profiles | ||||
Goodwill | ||||
Discount rate on projected future cash flows used in impairment evaluation of reporting unit (as a percent) | 15.00% | |||
Goodwill impairment charges | 18.2 | |||
Non-cash impairment charge to write down goodwill and other intangible assets | 24.9 | |||
Window and door profiles | Trade names | ||||
Goodwill | ||||
Non-cash impairment charge to write-down other indefinite-lived intangible assets | 3.1 | |||
Window and door profiles | Customer relationships | ||||
Goodwill | ||||
Non-cash impairment charge to write-down other indefinite-lived intangible assets | $3.60 |
GOODWILL_OTHER_INTANGIBLE_ASSE4
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING (Details 3) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | $1,255.40 | $1,255.40 | $1,255.40 | |
Accumulated impairment charges | -2.6 | |||
Accumulated amortization: | -152 | -82.7 | -152 | |
Foreign currency translation adjustment: | -14.2 | -4 | ||
Net carrying amounts | 1,086.60 | 1,168.70 | 1,086.60 | |
Amortization expense for the definite-lived intangible assets | 69.6 | 64.3 | 3.3 | |
Total definite-lived intangible asset estimated annual amortization expense for the next five fiscal years | ||||
Year one | 67 | 67 | ||
Year two | 67 | 67 | ||
Year three | 67 | 67 | ||
Year four | 67 | 67 | ||
Year five | 67 | 67 | ||
Customer relationships | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 1,174.50 | 1,174.50 | 1,174.50 | |
Accumulated amortization: | -133.2 | -68.7 | -133.2 | |
Foreign currency translation adjustment: | -14.2 | -4 | ||
Net carrying amounts | 1,024.50 | 1,101.80 | 1,024.50 | |
Customer relationships | Weighted average | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Weighted average estimated useful life | 16 years | |||
Supply contracts | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 42.6 | 42.6 | 42.6 | |
Accumulated amortization: | -4.1 | -2 | -4.1 | |
Net carrying amounts | 38.5 | 40.6 | 38.5 | |
Supply contracts | Weighted average | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Weighted average estimated useful life | 18 years | |||
Trade names | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 6 | 6 | 6 | |
Accumulated amortization: | -0.7 | -0.3 | -0.7 | |
Net carrying amounts | 5.3 | 5.7 | 5.3 | |
Trade names | Weighted average | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Weighted average estimated useful life | 15 years | |||
Technology | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 32.3 | 32.3 | 32.3 | |
Accumulated amortization: | -14 | -11.7 | -14 | |
Net carrying amounts | 18.3 | 20.6 | 18.3 | |
Technology | Weighted average | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Weighted average estimated useful life | 16 years | |||
Chlorovinyls | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 1,205.80 | 1,205.80 | 1,205.80 | |
Accumulated impairment charges | -2.6 | |||
Accumulated amortization: | -127.2 | -61.1 | -127.2 | |
Foreign currency translation adjustment: | -14.2 | -4 | ||
Net carrying amounts | 1,061.80 | 1,140.70 | 1,061.80 | |
Chlorovinyls | Customer relationships | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 1,142.30 | 1,142.30 | 1,142.30 | |
Accumulated impairment charges | -2.6 | |||
Accumulated amortization: | -121.1 | -58.2 | -121.1 | |
Foreign currency translation adjustment: | -14.2 | -4 | ||
Net carrying amounts | 1,004.40 | 1,080.10 | 1,004.40 | |
Chlorovinyls | Supply contracts | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 42.6 | 42.6 | 42.6 | |
Accumulated amortization: | -4.1 | -2 | -4.1 | |
Net carrying amounts | 38.5 | 40.6 | 38.5 | |
Chlorovinyls | Trade names | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 6 | 6 | 6 | |
Accumulated amortization: | -0.7 | -0.3 | -0.7 | |
Net carrying amounts | 5.3 | 5.7 | 5.3 | |
Chlorovinyls | Technology | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 14.9 | 14.9 | 14.9 | |
Accumulated amortization: | -1.3 | -0.6 | -1.3 | |
Net carrying amounts | 13.6 | 14.3 | 13.6 | |
Building Products | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 49.6 | 49.6 | 49.6 | |
Accumulated amortization: | -24.8 | -21.6 | -24.8 | |
Net carrying amounts | 24.8 | 28 | 24.8 | |
Total definite-lived intangible asset estimated annual amortization expense for the next five fiscal years | ||||
Restructuring charge | 6.3 | 3.2 | ||
Expected restructuring charges in 2014 and 2015 | 1.9 | 1.9 | ||
Building Products | Customer relationships | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 32.2 | 32.2 | 32.2 | |
Accumulated amortization: | -12.1 | -10.5 | -12.1 | |
Net carrying amounts | 20.1 | 21.7 | 20.1 | |
Building Products | Technology | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | 17.4 | 17.4 | 17.4 | |
Accumulated amortization: | -12.7 | -11.1 | -12.7 | |
Net carrying amounts | 4.7 | 6.3 | 4.7 | |
Aromatics | ||||
Changes made to finite-lived intangible assets by reportable segment | ||||
Gross carrying amounts | $0 | $0 | $0 |
OTHER_ASSETS_NET_Details
OTHER ASSETS, NET (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Other assets, net of accumulated amortization | ||
Pension assets | $26.90 | |
Deferred financing costs, net | 26.2 | 28.8 |
Deferred income taxes | 21.1 | 21.8 |
Advances to and investments in joint ventures, net | 14.7 | 14.2 |
Other | 7.8 | 20.4 |
Total other assets, net | $69.80 | $112.10 |
LONGTERM_DEBT_AND_LEASE_FINANC2
LONG-TERM DEBT AND LEASE FINANCING OBLIGATION (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 02, 2013 | Feb. 27, 2015 | Nov. 30, 2014 |
Debt Instrument | ||||||
Total debt | $1,330.60 | $1,332.80 | ||||
Less current portion of long-term debt | -2.8 | -2.8 | ||||
Long-term debt, net | 1,327.80 | 1,330 | ||||
Loss on redemption and other debt costs | -78.5 | -2.7 | ||||
Debt issuance costs | 2.4 | |||||
Outstanding letters of credit | 82.3 | 79.8 | ||||
Lease financing obligation | 94.2 | 104.7 | ||||
Lease financing obligation one-time payment | 2.3 | |||||
Cash payments for interest | 66.4 | 76.3 | 55.8 | |||
Future minimum lease payments | ||||||
2015 | 5.5 | |||||
2016 | 5.5 | |||||
2017 | 1.4 | |||||
4.625 Notes | ||||||
Debt Instrument | ||||||
Stated Interest Rate (as a percent) | 4.63% | |||||
Total debt | 688 | 688 | ||||
4.625 Notes | Spinco | ||||||
Debt Instrument | ||||||
Stated Interest Rate (as a percent) | 4.63% | |||||
4.875 Notes | ||||||
Debt Instrument | ||||||
Stated Interest Rate (as a percent) | 4.88% | 4.88% | ||||
Total debt | 450 | 450 | 450 | |||
Term Loan agreement | ||||||
Debt Instrument | ||||||
Total debt | 192.6 | 194.8 | ||||
Debt issuance costs | 1.8 | |||||
Term Loan agreement | Spinco | ||||||
Debt Instrument | ||||||
Stated Interest Rate (as a percent) | 3.50% | |||||
Principal amount | 279 | |||||
Aggregate tender price paid for repurchase of notes | 2.8 | 81.8 | ||||
Deferred financing fees expensed | 1.4 | |||||
Effective interest rate (as a percent) | 3.90% | |||||
Term Loan agreement | Spinco | Base Rate | ||||||
Debt Instrument | ||||||
Variable interest rate basis | Base Rate | |||||
Variable interest rate margin (as a percent) | 1.50% | |||||
Variable interest rate basis floor (as a percent) | 2.00% | |||||
Term Loan agreement | Spinco | Reserve adjusted Eurodollar Rate | ||||||
Debt Instrument | ||||||
Variable interest rate basis | Eurodollar Rate | |||||
Variable interest rate margin (as a percent) | 2.50% | |||||
Variable interest rate basis floor (as a percent) | 1.00% | |||||
ABL Revolver | ||||||
Debt Instrument | ||||||
Total debt | 0 | |||||
Maximum borrowing capacity | 600 | 500 | ||||
Availability under the credit facility | 429.8 | |||||
Outstanding letters of credit | 82.3 | |||||
Maximum cash dividends if conditions are met | 150 | |||||
Availability under the credit facility that, if exceeded, limits the cash dividend payments the entity is allowed to make | 75 | |||||
Consecutive period of borrowing availability under the credit facility used to determine cash dividend payments allowed | 30 days | |||||
Fixed charge coverage ratio that, if exceeded, limits the cash dividend payments the entity is allowed to make | 1.00% | |||||
Availability under the credit facility that, if exceeded, allows the entity to make additional cash dividend payments | 100 | |||||
Fixed charge coverage ratio, if exceeded, allows the entity to make additional cash dividend payments | 1.10% | |||||
Variable interest rate basis | certain index rates | |||||
ABL Revolver | Three-month LIBOR | ||||||
Debt Instrument | ||||||
Variable interest rate basis | three-month London Interbank Offered Rate ("LIBOR") | |||||
Variable interest rate margin (as a percent) | 1.50% | |||||
ABL Revolver | Certain index rates | ||||||
Debt Instrument | ||||||
Variable interest rate margin (as a percent) | 0.50% | |||||
ABL Revolver | Canada | Three-month LIBOR | ||||||
Debt Instrument | ||||||
Variable interest rate basis | three-month LIBOR | |||||
ABL Revolver | Canada | Certain index rates | ||||||
Debt Instrument | ||||||
Variable interest rate basis | certain index rates | |||||
ABL Revolver | Minimum | Three-month LIBOR | ||||||
Debt Instrument | ||||||
Variable interest rate margin (as a percent) | 1.50% | |||||
ABL Revolver | Minimum | Certain index rates | ||||||
Debt Instrument | ||||||
Variable interest rate margin (as a percent) | 0.50% | |||||
ABL Revolver | Maximum | Three-month LIBOR | ||||||
Debt Instrument | ||||||
Variable interest rate margin (as a percent) | 2.00% | |||||
ABL Revolver | Maximum | Certain index rates | ||||||
Debt Instrument | ||||||
Variable interest rate margin (as a percent) | 1.00% | |||||
9.0 percent notes | ||||||
Debt Instrument | ||||||
Stated Interest Rate (as a percent) | 9.00% | |||||
Loss on redemption and other debt costs | 2.2 | |||||
Aggregate tender price paid for repurchase of notes | 502.3 | |||||
Make whole payment included in redemption price | 55.4 | |||||
Deferred financing fees expensed | 8.5 | |||||
New Term Loan Facility | Axiall Holdco | Subsequent Event | ||||||
Debt Instrument | ||||||
Principal amount | 250 | |||||
New Term Loan Facility | Axiall Holdco | Subsequent Event | Base Rate | ||||||
Debt Instrument | ||||||
Variable interest rate basis | Base Rate | |||||
Variable interest rate margin (as a percent) | 1.50% | |||||
Variable interest rate basis floor (as a percent) | 2.00% | |||||
New Term Loan Facility | Axiall Holdco | Subsequent Event | LIBOR | ||||||
Debt Instrument | ||||||
Variable interest rate basis | LIBOR | |||||
Variable interest rate margin (as a percent) | 3.25% | |||||
Variable interest rate basis floor (as a percent) | 0.75% | |||||
Lease financing obligation | ||||||
Debt Instrument | ||||||
Outstanding letters of credit | 1.6 | 3.8 | ||||
Lease financing obligation | 94.2 | 104.7 | ||||
Lease financing obligation one-time payment | 2.3 | |||||
Lease financing obligation term | 10 years | |||||
Bridge loan | ||||||
Debt Instrument | ||||||
Debt issuance costs | 11 | |||||
Principal amount | $688 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 2) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Feb. 02, 2013 |
Carrying amount and estimated fair values of debt | |||
Debt issuance costs | $2.40 | ||
4.625 Notes | |||
Carrying amount and estimated fair values of debt | |||
Interest rate (as a percent) | 4.63% | ||
4.875 Notes | |||
Carrying amount and estimated fair values of debt | |||
Interest rate (as a percent) | 4.88% | ||
9.0 percent notes | |||
Carrying amount and estimated fair values of debt | |||
Interest rate (as a percent) | 9.00% | ||
Level 2 | Term Loan | |||
Carrying amount and estimated fair values of debt | |||
Debt issuance costs | 2.4 | 1.8 | |
Carrying Amount | Level 1 | 4.625 Notes | |||
Carrying amount and estimated fair values of debt | |||
Long-term debt | 688 | 688 | |
Carrying Amount | Level 1 | 4.875 Notes | |||
Carrying amount and estimated fair values of debt | |||
Long-term debt | 450 | 450 | |
Carrying Amount | Level 2 | Commodity contracts | |||
Carrying amount and estimated fair values of debt | |||
Commodity purchase contracts | -12.9 | ||
Carrying Amount | Level 2 | Term Loan | |||
Carrying amount and estimated fair values of debt | |||
Long-term debt | 194.8 | 192.6 | |
Fair Value | Level 1 | 4.625 Notes | |||
Carrying amount and estimated fair values of debt | |||
Long-term debt | 676.4 | 651.9 | |
Fair Value | Level 1 | 4.875 Notes | |||
Carrying amount and estimated fair values of debt | |||
Long-term debt | 426.9 | 426.7 | |
Fair Value | Level 2 | Commodity contracts | |||
Carrying amount and estimated fair values of debt | |||
Commodity purchase contracts | -12.9 | ||
Fair Value | Level 2 | Term Loan | |||
Carrying amount and estimated fair values of debt | |||
Long-term debt | $199 | $194.40 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Future minimum payments under non-cancelable operating leases | |||
2015 | $39.60 | ||
2016 | 32.6 | ||
2017 | 27.3 | ||
2018 | 17.6 | ||
2019 | 11.9 | ||
Thereafter | 32.5 | ||
Lease expense | $53.10 | $54.40 | $33.50 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details 2) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
item | ||||
Letters of Credit | ||||
Outstanding letters of credit | $82.30 | $79.80 | $82.30 | |
Purchase Commitments | ||||
Amount of prepaid long-term purchase commitments capitalized | 9.1 | |||
Aggregate amount of payments made under long-term raw material purchase agreements | 80.1 | 96.1 | 110.9 | |
Amount of raw material purchases | 385.4 | |||
Account payable for raw material purchases | 16.5 | 16.5 | ||
Deferred Acquisition Payments Abstract | ||||
Deferred acquisition payments | 10 | |||
Environmental Regulation | ||||
Accrual of remediation costs | 54 | 64 | 54 | |
Number of plant site locations | 2 | 2 | ||
Number of full-time employees | 6,000 | 6,000 | ||
Number of employees employed under collective bargaining agreements | 1,600 | |||
Percentage of employees employed under collective bargaining agreements | 27.00% | |||
Current reserves for environmental contingencies | 12 | 12 | 12 | |
Involuntary conversion | ||||
Receivable from insurers | 6.5 | 6.5 | ||
Merged Business | ||||
Deferred Acquisition Payments Abstract | ||||
Total deferred purchase price acquisition costs | 50 | 50 | ||
Deferred acquisition payments | 10 | |||
Future payments in 2015 | 10 | 10 | ||
Future payments in 2016 | 15 | 15 | ||
Future payments in 2017 | 15 | 15 | ||
RS Cogen | ||||
Purchase Commitments | ||||
Ownership interest (as a percent) | 50.00% | 50.00% | ||
Future commitment per year to purchase electricity and steam from the joint venture | 23.5 | |||
Aggregate future commitment to purchase electricity and steam from the joint venture | 186.5 | 186.5 | ||
Purchases under future commitment | 25 | 22.9 | ||
Minimum | ||||
Letters of Credit | ||||
Terms of letters of credit | 1 month | |||
Environmental Regulation | ||||
Potential additional loss contingencies | 52 | 52 | ||
Maximum | ||||
Letters of Credit | ||||
Terms of letters of credit | 1 year | |||
Environmental Regulation | ||||
Potential additional loss contingencies | 89 | 89 | ||
Natrium, West Virginia facility | ||||
Environmental Regulation | ||||
Accrual of remediation costs | 15 | 14 | 15 | |
Lake Charles, LA facility | ||||
Environmental Regulation | ||||
Accrual of remediation costs | 18 | 25 | 18 | |
Legal proceedings | ||||
Number of individuals that have filed lawsuits against the Company | 2,615 | |||
Lake Charles, LA facility | Insurance claims | ||||
Involuntary conversion | ||||
Insurance proceeds | 14.3 | |||
Insurance proceeds reflected in cash flows from operating activities | 10.4 | |||
Insurance proceeds reflected in cash flows from investing activities | 3.9 | |||
Insurance recoveries | 20.8 | |||
Lake Charles, LA facility | Insurance claims | Cost of sales | ||||
Involuntary conversion | ||||
Insurance recoveries | 17.7 | |||
Insurance recoveries related to business interruption | 16.9 | |||
Lake Charles, South facility | ||||
Environmental Regulation | ||||
Accrual of remediation costs | $15 | $15 | $15 |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Jan. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 17-May-11 |
Share-based compensation | |||||
Increase in the number of shares available under the 2011 plan | 1.8 | ||||
Maximum shares of common stock that can be issued under the 2011 plan | 3.6 | ||||
Shares available for future grant under the 2011 Plan | 2.1 | ||||
Total after-tax share-based compensation cost by type of program | |||||
Before-tax share-based compensation expense | $17 | $11.60 | $9.10 | ||
Income tax benefit | -6 | -3.9 | -2.8 | ||
After-tax share-based compensation expense | 11 | 7.7 | 6.3 | ||
Total unrecognized compensation cost related to unvested share-based compensation | 23.1 | 18.5 | |||
Weighted average recognition period of total unrecognized compensation cost | 2 years | 2 years | |||
Total fair value of shares vested | 14.6 | 3.3 | 5.3 | ||
Diluted Earnings Per Share | |||||
Common stock equivalents not included due to their anti-dilutive effect | 0.3 | 0.4 | 0.2 | ||
Restricted and deferred stock units | |||||
Total after-tax share-based compensation cost by type of program | |||||
Before-tax share-based compensation expense | 16.5 | 10.6 | 9.1 | ||
Stock Options | |||||
Total after-tax share-based compensation cost by type of program | |||||
Before-tax share-based compensation expense | $0.50 | $1 |
SHAREBASED_COMPENSATION_Detail1
SHARE-BASED COMPENSATION (Details 2) (Stock Options, USD $) | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 |
Shares | |
Outstanding at the beginning of the period (in shares) | 302,934 |
Granted (in shares) | 0 |
Exercised (in shares) | -5,289 |
Expired (in shares) | -8,581 |
Outstanding at the end of the period (in shares) | 289,064 |
Exercisable at the end of the period (in shares) | 186,255 |
Vested or expected to vest at the end of the period (in shares) | 102,760 |
Weighted Average Remaining Contractual Terms | |
Outstanding at the end of the period | 5 years 4 months 24 days |
Exercisable at the end of the period | 4 years 4 months 24 days |
Vested or expected to vest at the end of the period | 7 years 1 month 6 days |
Outstanding at the beginning of the period (in dollars per share) | $128.08 |
Exercised (in dollars per share) | $30.06 |
Expired (in dollars per share) | $582.02 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $128.08 |
Exercised (in dollars per share) | $30.06 |
Expired (in dollars per share) | $582.02 |
Outstanding at the end of the period (in dollars per share) | $116.40 |
Exercisable at the end of the period (in dollars per share) | $161.91 |
Vested or expected to vest at the end of the period (in dollars per share) | $33.93 |
Aggregate Intrinsic Value | |
Outstanding at the end of the period | $2.50 |
Exercisable at the end of the period | 1.6 |
Vested or expected to vest at the end of the period | $0.90 |
Vesting period | 3 years |
Maximum | |
Aggregate Intrinsic Value | |
Expiration period | 10 years |
SHAREBASED_COMPENSATION_Detail2
SHARE-BASED COMPENSATION (Details 3) (Stock Options, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Information about stock options outstanding | |
Exercise price, low end of range (in dollars per share) | $8.75 |
Exercise price, high end of range (in dollars per share) | $1,344.50 |
Outstanding | |
Shares | 289,064 |
Weighted Average Exercise Price (in dollars per share) | $116.40 |
Weighted Average Remaining Contractual Life | 5 years 4 months 24 days |
Exercisable | |
Shares | 186,255 |
Weighted Average Exercise Price (in dollars per share) | $161.91 |
Range of Exercise Prices from $8.75 to $21.25 | |
Information about stock options outstanding | |
Exercise price, low end of range (in dollars per share) | $8.75 |
Exercise price, high end of range (in dollars per share) | $21.25 |
Outstanding | |
Shares | 39,972 |
Weighted Average Exercise Price (in dollars per share) | $20.81 |
Weighted Average Remaining Contractual Life | 4 years 2 months 12 days |
Exercisable | |
Shares | 39,972 |
Weighted Average Exercise Price (in dollars per share) | $20.81 |
Range of Exercise Prices from $28.75 to $41.50 | |
Information about stock options outstanding | |
Exercise price, low end of range (in dollars per share) | $28.75 |
Exercise price, high end of range (in dollars per share) | $41.50 |
Outstanding | |
Shares | 189,913 |
Weighted Average Exercise Price (in dollars per share) | $33.86 |
Weighted Average Remaining Contractual Life | 6 years 7 months 6 days |
Exercisable | |
Shares | 87,104 |
Weighted Average Exercise Price (in dollars per share) | $33.77 |
Range of Exercise Prices from $90.50 to $476.00 | |
Information about stock options outstanding | |
Exercise price, low end of range (in dollars per share) | $90.50 |
Exercise price, high end of range (in dollars per share) | $358 |
Outstanding | |
Shares | 25,298 |
Weighted Average Exercise Price (in dollars per share) | $172.42 |
Weighted Average Remaining Contractual Life | 3 years 1 month 6 days |
Exercisable | |
Shares | 25,298 |
Weighted Average Exercise Price (in dollars per share) | $172.42 |
Range of Exercise Prices from $510.75 to $1,334.50 | |
Information about stock options outstanding | |
Exercise price, low end of range (in dollars per share) | $510.75 |
Exercise price, high end of range (in dollars per share) | $1,334.50 |
Outstanding | |
Shares | 33,881 |
Weighted Average Exercise Price (in dollars per share) | $649.98 |
Weighted Average Remaining Contractual Life | 1 year 8 months 12 days |
Exercisable | |
Shares | 33,881 |
Weighted Average Exercise Price (in dollars per share) | $649.98 |
SHAREBASED_COMPENSATION_Detail3
SHARE-BASED COMPENSATION (Details 4) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||
In Millions, except Share data, unless otherwise specified | 31-May-14 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | 31-May-13 |
installment | installment | |||||
Aggregate Intrinsic Value | ||||||
Number of installments that PRSUs will vest in | 3 | |||||
Positive adjusted EBITDA for prescribed performance period | ||||||
Aggregate Intrinsic Value | ||||||
Number of installments that PRSUs will vest in | 3 | |||||
Restricted and deferred stock units | ||||||
Shares | ||||||
Outstanding at the beginning of the period (in shares) | 1,009,303 | |||||
Granted (in shares) | 447,608 | 450,169 | 409,351 | |||
Vested and released (in shares) | -421,347 | |||||
Forfeited (in shares) | -62,721 | |||||
Outstanding at the end of the period (in shares) | 972,843 | 1,009,303 | ||||
Vested or expected to vest at the end of the period (in shares) | 927,467 | |||||
Weighted Average Remaining Contractual Terms | ||||||
Outstanding at the end of the period | 1 year 1 month 6 days | |||||
Vested or expected to vest at the end of the period | 1 year 1 month 6 days | |||||
Weighted Average Grant Date Fair Value | ||||||
Outstanding at the beginning of the period (in dollars per share) | $35.68 | |||||
Granted (in dollars per share) | $44.38 | $45.20 | $30.18 | |||
Vested and released (in dollars per share) | $32.32 | |||||
Forfeited (in dollars per share) | $41.64 | |||||
Outstanding at the end of the period (in dollars per share) | $41.30 | $35.68 | ||||
Vested or expected to vest at the end of the period (in dollars per share) | $41.21 | |||||
Aggregate Intrinsic Value | ||||||
Outstanding at the end of the period (in dollars) | $40.20 | |||||
Vested or expected to vest at the end of the period (in dollars) | 39.4 | |||||
Total intrinsic value of share awards vested (in dollars) | $19.50 | $6.10 | $15.80 | |||
Restricted stock surrendered in satisfaction of required minimum tax withholding obligations (in shares) | 163,404 | 36,846 | 152,759 | |||
Restricted and deferred stock units | Minimum | ||||||
Aggregate Intrinsic Value | ||||||
Vesting period | 1 year | |||||
Restricted and deferred stock units | Maximum | ||||||
Aggregate Intrinsic Value | ||||||
Vesting period | 3 years | |||||
PRSUs | ||||||
Weighted average assumptions used in the Monte Carlo simulation model | ||||||
Risk-free interest rate (as a percent) | 0.79% | 0.44% | ||||
Expected life | 3 years | 3 years | ||||
Expected volatility (as a percent) | 43.00% | 45.00% | ||||
Expected dividend yield (as a percent) | 1.07% | 1.07% | ||||
PRSUs | Stock price performance measured against specified performance targets | Minimum | ||||||
Aggregate Intrinsic Value | ||||||
Percentage multiplied to target award for determining the number of shares subject to award | 0.00% | |||||
PRSUs | Stock price performance measured against specified performance targets | Maximum | ||||||
Aggregate Intrinsic Value | ||||||
Percentage multiplied to target award for determining the number of shares subject to award | 150.00% | |||||
PRSUs | Contingent on achievement of certain synergies relating to the Merger | ||||||
Aggregate Intrinsic Value | ||||||
Percentage of PRSUs vesting on second anniversary | 50.00% | |||||
Percentage of PRSUs vesting on third anniversary | 50.00% | |||||
Number of installments that PRSUs will vest in | 3 | |||||
PRSUs | Contingent on achievement of certain synergies relating to the Merger | Minimum | ||||||
Aggregate Intrinsic Value | ||||||
Percentage multiplied to target award for determining the number of shares subject to award | 0.00% | |||||
PRSUs | Contingent on achievement of certain synergies relating to the Merger | Maximum | ||||||
Aggregate Intrinsic Value | ||||||
Percentage multiplied to target award for determining the number of shares subject to award | 200.00% | |||||
PRSUs | Company relative total shareholder return as compared to peer companies | ||||||
Aggregate Intrinsic Value | ||||||
Percentage of PRSUs vesting on third anniversary | 100.00% | |||||
PRSUs | Company relative total shareholder return as compared to peer companies | Minimum | ||||||
Aggregate Intrinsic Value | ||||||
Percentage multiplied to target award for determining the number of shares subject to award | 0.00% | |||||
PRSUs | Company relative total shareholder return as compared to peer companies | Maximum | ||||||
Aggregate Intrinsic Value | ||||||
Percentage multiplied to target award for determining the number of shares subject to award | 200.00% |
EMPLOYEE_RETIREMENT_PLANS_Deta
EMPLOYEE RETIREMENT PLANS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Pension Benefits | |||
Reconciliation of the beginning and ending balances of the projected benefit obligation for defined benefit plans | |||
Benefit obligation, beginning of year | $673.40 | $168.50 | |
Acquisitions | 576.1 | ||
Service Costs | 3.6 | 6.6 | |
Interest cost | 31.7 | 28 | 7.2 |
Actuarial loss (gain) | 141.3 | -57 | |
Foreign currency translation adjustment | -1.5 | -0.8 | |
Gross benefits paid | -38.2 | -32.5 | |
Curtailments | -15.5 | ||
Settlements | -24 | ||
Other | 0.5 | ||
Benefit obligation, end of year | 786.8 | 673.4 | 168.5 |
Accumulated benefit obligation, end of year | 784 | 670.7 | |
Reconciliation of the beginning and ending balances of the fair value of the plans' assets | |||
Fair value of plan assets, beginning of year | 659.4 | 115.8 | |
Acquisitions | 506.7 | ||
Actual return on plan assets | 40.1 | 68.2 | |
Foreign currency translation adjustment | -1.1 | -0.7 | |
Employer contribution | 2 | 1.9 | |
Gross benefits paid | -38.2 | -32.5 | |
Settlements | -24 | ||
Fair value of plan assets, end of year | 638.2 | 659.4 | 115.8 |
OPEB Benefits | |||
Reconciliation of the beginning and ending balances of the projected benefit obligation for defined benefit plans | |||
Benefit obligation, beginning of year | 97.9 | ||
Acquisitions | 182.9 | ||
Service Costs | 0.8 | 2 | |
Interest cost | 4.4 | 6.4 | |
Actuarial loss (gain) | 16.7 | -4.2 | |
Foreign currency translation adjustment | -0.3 | -0.1 | |
Plan participants' contributions | 1.4 | 3.4 | |
Gross benefits paid | -9.2 | -9.8 | |
Plan amendments | -82.7 | ||
Benefit obligation, end of year | 111.7 | 97.9 | |
Reconciliation of the beginning and ending balances of the fair value of the plans' assets | |||
Employer contribution | 7.8 | 6.4 | |
Plan participants' contributions | 1.4 | 3.4 | |
Gross benefits paid | ($9.20) | ($9.80) |
EMPLOYEE_RETIREMENT_PLANS_Deta1
EMPLOYEE RETIREMENT PLANS (Details 2) (Pension Benefits, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | $638.20 | $659.40 | $115.80 |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, beginning of year | 115.8 | ||
Fair value of plan assets, end of year | 638.2 | 659.4 | 115.8 |
Short-term investment fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 10.2 | 5.7 | |
Percentage of Assets | 2.00% | 1.00% | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 10.2 | 5.7 | |
Receivables | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 86.7 | ||
Percentage of Assets | 13.00% | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 86.7 | ||
U.S. equity securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 275.8 | 202.7 | |
Target Allocation (as a percent) | 41.00% | 43.00% | |
Percentage of Assets | 43.00% | 31.00% | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, beginning of year | 202.7 | ||
Fair value of plan assets, end of year | 275.8 | 202.7 | |
Consumer Discretionary Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 4.3 | 6.6 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 4.3 | 6.6 | |
Consumer Staples Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 6.1 | 9.2 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 6.1 | 9.2 | |
Energy Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 1.3 | 1.3 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 1.3 | 1.3 | |
Finance Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 2.3 | 3.8 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 2.3 | 3.8 | |
Health Care Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 9.9 | 8.4 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 9.9 | 8.4 | |
Index funds | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 141.3 | 93.6 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 141.3 | 93.6 | |
Industrials Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 3.5 | 2.8 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 3.5 | 2.8 | |
Information Technology Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 3.7 | 7.3 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 3.7 | 7.3 | |
Capital appreciation mutual fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 39.4 | 13.1 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 39.4 | 13.1 | |
Small cap growth mutual fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 7.2 | 7.4 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 7.2 | 7.4 | |
Pooled equity fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 55.5 | 47.8 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 55.5 | 47.8 | |
Other | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 1.3 | 1.4 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 1.3 | 1.4 | |
US Fixed income securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 227.7 | 264.6 | |
Target Allocation (as a percent) | 38.00% | 20.00% | |
Percentage of Assets | 36.00% | 40.00% | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, beginning of year | 264.6 | ||
Fair value of plan assets, end of year | 227.7 | 264.6 | |
Western assets total return funds | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 85.5 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 85.5 | ||
Blackrock Investments Institutional Member | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 70.8 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 70.8 | ||
Pimco total return, institutional | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 199.4 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 199.4 | ||
Other fixed income securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 71.4 | 65.2 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 71.4 | 65.2 | |
International equity securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 81.5 | 91.9 | |
Target Allocation (as a percent) | 20.00% | ||
Percentage of Assets | 13.00% | 14.00% | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 81.5 | 91.9 | |
Euro Pacific Growth fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 35.4 | 29.1 | |
Percentage of Assets | 6.00% | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 35.4 | 29.1 | |
Emerging market index funds | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 62.8 | ||
Target Allocation (as a percent) | 5.00% | ||
Percentage of Assets | 10.00% | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 62.8 | ||
International securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 123.1 | ||
Target Allocation (as a percent) | 18.00% | ||
Percentage of Assets | 19.00% | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 123.1 | ||
Fixed income securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 6.2 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 6.2 | ||
Long-biased hedge fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 0.2 | 6.7 | |
Target Allocation (as a percent) | 3.00% | 10.00% | |
Percentage of Assets | 1.00% | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, beginning of year | 6.7 | ||
Fair value of plan assets, end of year | 0.2 | 6.7 | |
Real estate partnership | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 1.2 | 1.1 | |
Target Allocation (as a percent) | 2.00% | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 1.2 | 1.1 | |
Level 1 | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 124.4 | 297.7 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 124.4 | 297.7 | |
Level 1 | U.S. equity securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 79 | 61.3 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 79 | 61.3 | |
Level 1 | Consumer Discretionary Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 4.3 | 6.6 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 4.3 | 6.6 | |
Level 1 | Consumer Staples Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 6.1 | 9.2 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 6.1 | 9.2 | |
Level 1 | Energy Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 1.3 | 1.3 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 1.3 | 1.3 | |
Level 1 | Finance Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 2.3 | 3.8 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 2.3 | 3.8 | |
Level 1 | Health Care Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 9.9 | 8.4 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 9.9 | 8.4 | |
Level 1 | Industrials Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 3.5 | 2.8 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 3.5 | 2.8 | |
Level 1 | Information Technology Sector | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 3.7 | 7.3 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 3.7 | 7.3 | |
Level 1 | Capital appreciation mutual fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 39.4 | 13.1 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 39.4 | 13.1 | |
Level 1 | Small cap growth mutual fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 7.2 | 7.4 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 7.2 | 7.4 | |
Level 1 | Other | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 1.3 | 1.4 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 1.3 | 1.4 | |
Level 1 | US Fixed income securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 202.2 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 202.2 | ||
Level 1 | Pimco total return, institutional | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 199.4 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 199.4 | ||
Level 1 | Other fixed income securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 2.8 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 2.8 | ||
Level 1 | International equity securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 8 | 34.2 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 8 | 34.2 | |
Level 1 | Euro Pacific Growth fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 35.4 | 29.1 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 35.4 | 29.1 | |
Level 1 | Emerging market index funds | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 5.1 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 5.1 | ||
Level 1 | International securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 45.4 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 45.4 | ||
Level 1 | Fixed income securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 2 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 2 | ||
Level 2 | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 503.2 | 267.2 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 503.2 | 267.2 | |
Level 2 | Short-term investment fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 10.2 | 5.7 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 10.2 | 5.7 | |
Level 2 | U.S. equity securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 196.8 | 141.4 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 196.8 | 141.4 | |
Level 2 | Index funds | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 141.3 | 93.6 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 141.3 | 93.6 | |
Level 2 | Pooled equity fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 55.5 | 47.8 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 55.5 | 47.8 | |
Level 2 | US Fixed income securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 227.7 | 62.4 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 227.7 | 62.4 | |
Level 2 | Western assets total return funds | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 85.5 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 85.5 | ||
Level 2 | Blackrock Investments Institutional Member | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 70.8 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 70.8 | ||
Level 2 | Other fixed income securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 71.4 | 62.4 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 71.4 | 62.4 | |
Level 2 | International equity securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 68.5 | 57.7 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 68.5 | 57.7 | |
Level 2 | Emerging market index funds | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 57.7 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 57.7 | ||
Level 2 | International securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 68.5 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 68.5 | ||
Level 3 | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 10.6 | 94.5 | |
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 10.6 | 94.5 | |
Level 3 | Receivables | |||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, beginning of year | 86.7 | ||
Collection of receivables | -86.2 | ||
Realized loss on plan assets | -0.5 | ||
Level 3 | International equity securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 5 | ||
Roll-forward of Level 3 investments | |||
Purchases or transfers to Level 3 | 5 | ||
Fair value of plan assets, end of year | 5 | ||
Level 3 | International securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 9.2 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, end of year | 9.2 | ||
Level 3 | Fixed income securities | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 4.2 | ||
Roll-forward of Level 3 investments | |||
Purchases or transfers to Level 3 | 4.2 | ||
Fair value of plan assets, end of year | 4.2 | ||
Level 3 | Long-biased hedge fund | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 0.2 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, beginning of year | 6.7 | ||
Purchases or transfers to Level 3 | 0.4 | ||
Sale of assets or transfers from Level 3 | -6.9 | ||
Fair value of plan assets, end of year | 0.2 | ||
Level 3 | Real estate partnership | |||
Summary of the Plan's investments measured at fair value and the target and current allocation, by level within the fair value hierarchy | |||
Fair value of plan assets (in dollars) | 1.2 | ||
Roll-forward of Level 3 investments | |||
Fair value of plan assets, beginning of year | 1.1 | ||
Unrealized gain on plan assets | 0.1 | ||
Fair value of plan assets, end of year | $1.20 |
EMPLOYEE_RETIREMENT_PLANS_Deta2
EMPLOYEE RETIREMENT PLANS (Details 3) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Amounts recognized in the balance sheets consist of: | |||
Noncurrent asset | $26.90 | ||
Noncurrent liability | -250.5 | -129.8 | |
Changes in plan assets and benefit obligations which were recognized in other comprehensive income (loss) | |||
Amortization of actuarial loss (gain) | -9.5 | -0.2 | 1.6 |
Total recognized in other comprehensive income (loss) | -168.6 | 173.4 | -13.4 |
Pension Benefits | |||
Funded status, end of year: | |||
Fair value of plan assets (in dollars) | 638.2 | 659.4 | 115.8 |
Benefit obligation | 786.8 | 673.4 | 168.5 |
Unfunded status | -148.6 | -14 | |
Amounts recognized in the balance sheets consist of: | |||
Noncurrent asset | 26.9 | ||
Current liability | -1.5 | -1.3 | |
Noncurrent liability | -147.1 | -39.6 | |
Amount recognized, end of year | -148.6 | -14 | |
Gross amounts recognized in accumulated other comprehensive income (loss) consist of: | |||
Net actuarial gain (loss) | -131.5 | 11.4 | |
Prior service credit (cost) | -0.1 | -0.1 | |
Amount recognized, end of year | -131.6 | 11.3 | |
Projected Benefit Obligation in Excess of Plan Assets | |||
Projected benefit obligation, end or year | 786.8 | 430.5 | |
Fair value of plan assets, end of year | 638.2 | 389.6 | |
Accumulated Benefit Obligation in Excess of Plan Assets | |||
Accumulated benefit obligation, end of year | 784 | 417.6 | |
Fair value of plan assets, end of year | 638.2 | 378.9 | |
Changes in plan assets and benefit obligations which were recognized in other comprehensive income (loss) | |||
Current year actuarial gain (loss) | -142.5 | 102.2 | -15 |
Amortization of actuarial loss (gain) | -0.4 | -13.3 | 1.6 |
Total recognized in other comprehensive income (loss) | -142.9 | 88.9 | -13.4 |
Total recognized in net periodic benefit cost and other comprehensive income (loss) | -137.1 | 106.2 | -13.6 |
Estimated amount that will be amortized from accumulated other comprehensive income into net periodic benefit cost in the next fiscal year | |||
Actuarial gain (loss) | -2.6 | ||
Total | -2.6 | ||
OPEB Benefits | |||
Funded status, end of year: | |||
Benefit obligation | 111.7 | 97.9 | |
Unfunded status | -111.7 | -97.9 | |
Amounts recognized in the balance sheets consist of: | |||
Current liability | -8.7 | -7.7 | |
Noncurrent liability | -103 | -90.2 | |
Amount recognized, end of year | -111.7 | -97.9 | |
Gross amounts recognized in accumulated other comprehensive income (loss) consist of: | |||
Net actuarial gain (loss) | -12.3 | 4.2 | |
Prior service credit (cost) | 71.2 | 80.4 | |
Amount recognized, end of year | 58.9 | 84.6 | |
Changes in plan assets and benefit obligations which were recognized in other comprehensive income (loss) | |||
Current year actuarial gain (loss) | -16.6 | 4.2 | |
Amortization of actuarial loss (gain) | 0.1 | ||
Current year prior service credit | 82.6 | ||
Amortization of prior service credit | -9.2 | -2.3 | |
Total recognized in other comprehensive income (loss) | -25.7 | 84.5 | |
Total recognized in net periodic benefit cost and other comprehensive income (loss) | -21.8 | 78.5 | |
Estimated amount that will be amortized from accumulated other comprehensive income into net periodic benefit cost in the next fiscal year | |||
Actuarial gain (loss) | -0.1 | ||
Prior service credit (cost) | 9.2 | ||
Total | $9.10 |
EMPLOYEE_RETIREMENT_PLANS_Deta3
EMPLOYEE RETIREMENT PLANS (Details 4) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Effects of one-percentage-point change in health care cost trend rates | |||
Effect of one-percentage-point decrease in the aggregate of service and interest cost components of annual expense | $0.10 | ||
Effect of one-percentage-point increase in the aggregate of service and interest cost components of annual expense | 0.1 | ||
Pension Benefits | |||
Components of net periodic benefit income (expense): | |||
Interest cost | -31.7 | -28 | -7.2 |
Service cost | -3.6 | -6.6 | |
Expected return on assets | 47 | 38.5 | 8.7 |
Amortization of actuarial gain (loss) | 0.4 | -2.1 | -1.7 |
Total amortization | 0.4 | -2.1 | -1.7 |
Settlement loss | -5.8 | ||
Curtailment gain | 15.5 | ||
Other components of net periodic pension cost | -0.5 | ||
Total net periodic benefit income (expense) | 5.8 | 17.3 | -0.2 |
Assumptions for Defined Benefit Obligations | |||
Increase in obligations due to change in mortality assumption | 74 | ||
Discount rate | 3.98% | 4.81% | |
Rate of compensation increase | 3.01% | 3.00% | |
Assumptions for Net Periodic Costs | |||
Discount rate (as a percent) | 4.81% | 4.16% | 5.00% |
Expected return on assets (as a percent) | 7.42% | 6.91% | 8.25% |
Rate of compensation increase (as a percent) | 3.00% | 3.14% | |
OPEB Benefits | |||
Components of net periodic benefit income (expense): | |||
Interest cost | -4.4 | -6.4 | |
Service cost | -0.8 | -2 | |
Amortization of prior service credit | 9.2 | 2.3 | |
Amortization of actuarial gain (loss) | -0.1 | ||
Total amortization | 9.1 | 2.3 | |
Total net periodic benefit income (expense) | 3.9 | -6.1 | |
Assumptions for Defined Benefit Obligations | |||
Increase in obligations due to change in mortality assumption | $2 | ||
Discount rate | 3.90% | 4.65% | |
Rate of compensation increase | 3.00% | ||
Assumptions for Net Periodic Costs | |||
Discount rate (as a percent) | 4.65% | 4.39% | |
Rate of compensation increase (as a percent) | 3.11% | ||
OPEB Benefits | Defined Benefit Obligations | |||
Healthcare cost trend rate | |||
Initial rate (as a percent) | 7.00% | 7.49% | |
Ultimate rate (as a percent) | 4.50% | 4.50% | |
Years to ultimate rate | 9 years | 10 years | |
OPEB Benefits | Net Periodic Costs | |||
Healthcare cost trend rate | |||
Initial rate (as a percent) | 7.49% | 6.63% | |
Ultimate rate (as a percent) | 4.50% | 4.50% | |
Years to ultimate rate | 10 years | 11 years |
EMPLOYEE_RETIREMENT_PLANS_Deta4
EMPLOYEE RETIREMENT PLANS (Details 5) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Pension Benefits | |
Employee retirement plans | |
Expected contributions in the next fiscal year | $1.90 |
Estimated benefit payments | |
2015 | 38.1 |
2016 | 39.3 |
2017 | 40.2 |
2018 | 41.5 |
2019 | 42.7 |
2020-2024 | 232.6 |
OPEB Benefits | |
Employee retirement plans | |
Expected contributions in the next fiscal year | 8.9 |
Estimated benefit payments | |
2015 | 8.9 |
2016 | 8.3 |
2017 | 7.9 |
2018 | 7.7 |
2019 | 7.4 |
2020-2024 | $33.80 |
EMPLOYEE_RETIREMENT_PLANS_Deta5
EMPLOYEE RETIREMENT PLANS (Details 6) (U.S. pension plans, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
U.S. pension plans | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Expense related to the defined contribution plans | $21.10 | $15.70 | $7.30 |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME AND OTHER COMPREHENSIVE LOSS (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income | |||
Balance at the beginning of the period | $66.30 | ($21.90) | |
Other comprehensive income (loss) before reclassifications | -137.7 | 97.9 | |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | -2.3 | -9.7 | |
Other comprehensive income (loss) attributable to Axiall, net of tax | -140 | 88.2 | -3.7 |
Balance at the end of the period | -73.7 | 66.3 | -21.9 |
Pension and OPEB liability adjustments | |||
Accumulated Other Comprehensive Income | |||
Balance at the beginning of the period | 60.5 | -48.6 | |
Other comprehensive income (loss) before reclassifications | -103.2 | 118.8 | |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | -2.3 | -9.7 | |
Other comprehensive income (loss) attributable to Axiall, net of tax | -105.5 | 109.1 | |
Balance at the end of the period | -45 | 60.5 | |
Change in foreign currency translation adjustment | |||
Accumulated Other Comprehensive Income | |||
Balance at the beginning of the period | 6.7 | 26.7 | |
Other comprehensive income (loss) before reclassifications | -27.1 | -20 | |
Other comprehensive income (loss) attributable to Axiall, net of tax | -27.1 | -20 | |
Balance at the end of the period | -20.4 | 6.7 | |
Unrealized gain (loss) on derivative cash flow hedges | |||
Accumulated Other Comprehensive Income | |||
Balance at the beginning of the period | -0.9 | ||
Other comprehensive income (loss) before reclassifications | -7.4 | -0.9 | |
Other comprehensive income (loss) attributable to Axiall, net of tax | -7.4 | -0.9 | |
Balance at the end of the period | ($8.30) | ($0.90) |
ACCUMULATED_OTHER_COMPREHENSIV3
ACCUMULATED OTHER COMPREHENSIVE INCOME AND OTHER COMPREHENSIVE LOSS (Details 2) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other comprehensive loss | |||
Amortization of actuarial loss (gain) | ($9.50) | ($0.20) | $1.60 |
Other comprehensive income (loss), before income taxes | -238.1 | 137.3 | -4.7 |
Total tax expense (benefit) for the period | -90.4 | 49.1 | -1 |
Other comprehensive income (loss), net of tax | -147.7 | 88.2 | -3.7 |
Pre-tax amount | 168.6 | -173.4 | 13.4 |
Income Tax Expense (Benefit) | 7.5 | 73.6 | 57.2 |
Cost of Goods and Services Sold | 4,068.10 | 3,924.50 | 2,865.40 |
Other comprehensive income (loss) reclassifications | |||
Other comprehensive loss | |||
Other comprehensive income (loss), net of tax | -2.3 | -9.7 | 1 |
Pre-tax amount | -3.7 | -15.7 | 1.6 |
Change in foreign currency translation adjustment | |||
Other comprehensive loss | |||
Other comprehensive income (loss), before income taxes | -57.7 | -34.7 | 8 |
Total tax expense (benefit) for the period | -22.9 | -14.7 | 3.9 |
Other comprehensive income (loss), net of tax | -34.8 | -20 | 4.1 |
Pension and OPEB liability adjustments | |||
Other comprehensive loss | |||
Adjustments to pension liabilities | -164.9 | 189.1 | -15 |
Settlement loss (Curtailment gain) | 5.8 | -15.5 | |
Other comprehensive income (loss), before income taxes | -168.6 | 173.4 | -13.4 |
Total tax expense (benefit) for the period | -63.1 | 64.3 | -5.1 |
Other comprehensive income (loss), net of tax | -105.5 | 109.1 | -8.3 |
Pension and OPEB liability adjustments | Other comprehensive income (loss) reclassifications | |||
Other comprehensive loss | |||
Income Tax Expense (Benefit) | -1.4 | -6 | 0.6 |
Unrealized gain (loss) on derivative cash flow hedges | |||
Other comprehensive loss | |||
Other comprehensive income (loss), before income taxes | -11.8 | -1.4 | 0.7 |
Total tax expense (benefit) for the period | -4.4 | -0.5 | 0.2 |
Other comprehensive income (loss), net of tax | -7.4 | -0.9 | 0.5 |
Unrealized gain (loss) on derivative cash flow hedges | Commodity contracts | |||
Other comprehensive loss | |||
Other comprehensive income (loss), before income taxes | -10.6 | 0.7 | |
Equity interest in investee's other comprehensive loss | |||
Other comprehensive loss | |||
Other comprehensive income (loss), before income taxes | ($1.20) | ($1.40) |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income (loss) from continuing operations before taxes | |||
United States operations | $41.80 | $210.10 | $175.90 |
Foreign operations | 15.9 | 31.5 | 1.8 |
Loss before income taxes | 57.7 | 241.6 | 177.7 |
Current income taxes: | |||
Federal | 20.7 | 106.2 | 63.5 |
State | 3.9 | 14.9 | 6.7 |
Foreign | -0.2 | 7.8 | -4.5 |
Total current | 24.4 | 128.9 | 65.7 |
Deferred income taxes: | |||
Federal | -14.5 | -49 | -11.7 |
State | -0.8 | -2 | 3.2 |
Foreign | -1.6 | -4.3 | |
Total deferred | -16.9 | -55.3 | -8.5 |
Provision for (benefit from) income taxes | $7.50 | $73.60 | $57.20 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of the effective income tax rate and the U.S. statutory federal income tax rate | |||
U.S. statutory federal income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of federal benefit (as a percent) | 3.50% | 3.50% | 3.70% |
Difference between U.S. and foreign tax rates (as a percent) | -3.00% | 0.10% | |
Tax credits (as a percent) | -3.40% | -0.70% | -1.30% |
Domestic manufacturing deduction (as a percent) | -7.90% | -4.70% | -2.80% |
Percentage depletion | -6.80% | -1.50% | -0.40% |
Net change in unrecognized tax benefits (as a percent) | -16.00% | -1.20% | -3.50% |
Change in valuation allowance (as a percent) | 2.80% | -0.30% | 0.30% |
Goodwill impairment (as a percent) | 2.50% | 2.60% | |
Non-deductible interest | 1.70% | ||
Capitalized Acquisition Costs (as a percent) | 0.10% | 2.10% | |
Other, net (as a percent) | 4.60% | -2.40% | -0.90% |
Effective Income Tax Rate Reconciliation, Percent, Total | 13.00% | 30.50% | 32.20% |
Net cash payments for income taxes | $63.30 | $130.90 | $54.30 |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Deferred tax assets: | ||
Net operating loss carryforwards | $35.10 | $47.50 |
Employee compensation | 20.2 | 17.8 |
Accrued liabilities | 24.2 | 16.8 |
Tax credits | 24.9 | 29.6 |
Environmental | 15.4 | 19.1 |
Property, plant and equipment | 39.1 | 36.9 |
Pension | 96.3 | 40.6 |
Other deferred tax assets | 21.2 | 7 |
Total deferred tax assets | 276.4 | 215.3 |
Valuation allowance | -86.6 | -93 |
Total deferred tax assets | 189.8 | 122.3 |
Deferred tax liability: | ||
Property, plant and equipment | -391.8 | -381.8 |
Intangible assets | -392.6 | -416.3 |
Inventories | -11.1 | -10.1 |
Debt restructuring | -29.3 | -39.2 |
Foreign outside basis difference | -68.2 | -78.8 |
Other | -15.2 | -21.7 |
Total deferred tax liability | -908.2 | -947.9 |
Net deferred tax liability | ($718.40) | ($825.60) |
INCOME_TAXES_Details_4
INCOME TAXES (Details 4) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Jurisdictional amount of NOLs | ||
Valuation allowance on certain deferred tax assets | $86.60 | $93 |
Subsequently recognized tax benefits that will result in an income tax benefit if realized in a future year | 86.6 | 93 |
U.S. state | ||
Jurisdictional amount of NOLs | ||
NOL amount | 55.5 | |
Foreign | Canada | ||
Jurisdictional amount of NOLs | ||
NOL amount | 154.9 | |
Provincial | Canada | ||
Jurisdictional amount of NOLs | ||
NOL amount | $265.30 |
INCOME_TAXES_Details_5
INCOME TAXES (Details 5) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Tax credits | ||
Deferred tax liability related to foreign subsidiaries | $68.20 | $78.80 |
Investment tax credits | ||
Tax credits | ||
Tax credit Carryover | 1.2 | |
U.S. state | ||
Tax credits | ||
Tax credit Carryover | 19.9 | |
Foreign | Canada | ||
Tax credits | ||
Tax credit Carryover | 10.8 | |
Foreign | Investment tax credits | Canada | ||
Tax credits | ||
Tax credit Carryover | $4.80 |
INCOME_TAXES_Details_6
INCOME TAXES (Details 6) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
INCOME TAXES | |||
Amount of unrecognized tax benefit, if recognized, would affect the effective tax rate | $2.20 | ||
Liability for interest and penalties | 0.9 | 3.4 | |
Additional interest expense recognized in income tax provision related to liability for unrecognized tax benefits | 0.3 | 0.7 | 0.8 |
Reasonable possibility of recognition of unrecognized tax benefits during 2014 | 5 | ||
Reconciliation of the liability for unrecognized tax benefits | |||
Balance as of beginning of the year | 16.3 | 18.5 | 22.1 |
Additions for current year tax positions | 0.3 | 0.2 | 0.2 |
Additions for prior year tax positions | 1 | 1.2 | 0.8 |
Reductions for prior year tax positions | -4 | -0.2 | -2.1 |
Reductions related to expirations of statute of limitations | -2.8 | -2.5 | -2.9 |
Foreign currency translation | -0.8 | -0.9 | 0.4 |
Balance as of the end of the year | $10 | $16.30 | $18.50 |
INVESTMENTS_AND_RELATED_PARTY_2
INVESTMENTS AND RELATED PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 28, 2013 |
Investments and related party transactions | ||||
Gain on acquisition of controlling interest | $25.90 | |||
Reconciliation of minority interest | ||||
Noncontrolling interest beginning balance | 119.4 | |||
Net income attributable to noncontrolling interest | 3.9 | 2.7 | ||
Noncontrolling interest recognized in connection with the merger | 130 | |||
Distribution to noncontrolling interest | -7.7 | -13.3 | ||
Noncontrolling interest ending balance | 107.9 | 119.4 | ||
Chlorovinyls | ||||
Investments and related party transactions | ||||
Investment in joint ventures | 11 | 11.7 | ||
Receivables due from affiliates | 5.5 | 5 | ||
Amounts due to affiliates | 0.4 | 1.9 | ||
Maximum exposure to loss | ||||
Equity in earnings from joint ventures | 0.6 | 0.8 | 0.7 | |
Reconciliation of minority interest | ||||
Liabilities due to related parties | 0.4 | 1.9 | ||
Building Products | ||||
Investments and related party transactions | ||||
Investment in joint ventures | 2.5 | 2.5 | ||
Receivables due from affiliates | 1.2 | 1 | ||
Amounts due to affiliates | 8.8 | 11.6 | 14.9 | |
Maximum exposure to loss | ||||
Equity in earnings from joint ventures | 0.3 | 2.2 | ||
Reconciliation of minority interest | ||||
Liabilities due to related parties | 8.8 | 11.6 | 14.9 | |
RS Cogen | ||||
Investments and related party transactions | ||||
Ownership interest (as a percent) | 50.00% | |||
Future commitment per year to purchase electricity and steam from the joint venture | 23.5 | |||
Aggregate future commitment to purchase electricity and steam from the joint venture | 186.5 | |||
Purchases under future commitment | 25 | 22.9 | ||
RS Cogen | Chlorovinyls | ||||
Investments and related party transactions | ||||
Ownership interest (as a percent) | 50.00% | |||
Investment in joint ventures | 4.6 | 10.9 | ||
RS Cogen | Not a primary beneficiary | Chlorovinyls | ||||
Maximum exposure to loss | ||||
Investment in and advances to RS Cogen | 4.6 | 10.9 | ||
Supply contracts | 38.5 | 40.6 | ||
Maximum exposure to loss | 43.1 | 51.5 | ||
Several manufacturing joint ventures | Building Products | ||||
Investments and related party transactions | ||||
Ownership interest (as a percent) | 50.00% | |||
TCI | ||||
Investments and related party transactions | ||||
Ownership interest (as a percent) | 60.00% | |||
Reconciliation of minority interest | ||||
Noncontrolling interest beginning balance | 119.4 | |||
Net income attributable to noncontrolling interest | 3.9 | 2.7 | ||
Other comprehensive loss attributable to noncontrolling interest | -7.7 | |||
Noncontrolling interest recognized in connection with the merger | 130 | |||
Distribution to noncontrolling interest | -7.7 | -13.3 | ||
Noncontrolling interest ending balance | 107.9 | 119.4 | ||
PHH | Chlorovinyls | ||||
Investments and related party transactions | ||||
Ownership interest acquired (as a percent) | 50.00% | |||
Ownership interest prior to the merger (as a percent) | 50.00% | |||
Gain on acquisition of controlling interest | 25.9 | |||
Shriram Vinyl Polytech Private Limited | Chlorovinyls | ||||
Investments and related party transactions | ||||
Ownership interest (as a percent) | 50.00% | |||
Investment in joint ventures | 5.8 | |||
Vinyl Solutions LLC | Chlorovinyls | ||||
Investments and related party transactions | ||||
Ownership interest (as a percent) | 50.00% | |||
Investment in joint ventures | $0.60 | $0.70 |
SEGMENT_INFORMATION_Detail
SEGMENT INFORMATION (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
segment | |||||||||||
Segment information | |||||||||||
Number of reportable segments | 3 | ||||||||||
Segment information | |||||||||||
Total net sales | $1,068.70 | $1,269.40 | $1,236.90 | $993.70 | $1,134.50 | $1,197.50 | $1,272.80 | $1,061.20 | $4,568.70 | $4,666 | $3,325.80 |
Transaction-related costs and other, net | 38.4 | 35.6 | 38.9 | ||||||||
Long-lived asset impairment charges (recoveries), net | 17.6 | 36 | -0.8 | ||||||||
Depreciation and amortization | 246.5 | 218 | 89.8 | ||||||||
Gain on sale of assets | -19.3 | ||||||||||
Operating income | 1.9 | 74.2 | 58.4 | -0.4 | 96.9 | 78.1 | 124.6 | 71.2 | 134.1 | 370.8 | 238.1 |
Interest expense, net | -75.8 | -76.6 | -57.1 | ||||||||
Foreign exchange loss | -0.6 | -0.6 | |||||||||
Loss on redemption and other debt costs | -78.5 | -2.7 | |||||||||
Gain on acquisition of controlling interest | 25.9 | ||||||||||
Income before income taxes | 57.7 | 241.6 | 177.7 | ||||||||
Capital expenditures | 210.5 | 196.1 | 80.3 | ||||||||
Total assets | 5,674.30 | 5,877.20 | 5,674.30 | 5,877.20 | 1,801.30 | ||||||
Operating segments | |||||||||||
Segment information | |||||||||||
Total net sales | 4,568.70 | 4,666 | 3,325.80 | ||||||||
Chlorovinyls | |||||||||||
Segment information | |||||||||||
Total net sales | 2,930.20 | 2,917.30 | 1,344.90 | ||||||||
Transaction-related costs and other, net | 6.3 | -8.7 | 1.3 | ||||||||
Long-lived asset impairment charges (recoveries), net | 16.6 | ||||||||||
Depreciation and amortization | 200.3 | 174.2 | 45.2 | ||||||||
Gain on sale of assets | -19.3 | ||||||||||
Operating income | 213.9 | 434.9 | 237.2 | ||||||||
Capital expenditures | 145.7 | 132.7 | 44.7 | ||||||||
Total assets | 4,872 | 5,074 | 4,872 | 5,074 | 966.4 | ||||||
Chlorovinyls | Operating segments | |||||||||||
Segment information | |||||||||||
Total net sales | 3,185.90 | 3,143.50 | 1,581 | ||||||||
Chlorovinyls | Intersegment eliminations | |||||||||||
Segment information | |||||||||||
Total net sales | 255.7 | 226.2 | 236.1 | ||||||||
Building Products | |||||||||||
Segment information | |||||||||||
Total net sales | 878.6 | 849.9 | 876.6 | ||||||||
Transaction-related costs and other, net | 6.3 | 3.2 | 1.5 | ||||||||
Long-lived asset impairment charges (recoveries), net | 1 | 28.5 | -0.8 | ||||||||
Depreciation and amortization | 34.5 | 35.7 | 38.4 | ||||||||
Operating income | 25.8 | 3 | 18.4 | ||||||||
Capital expenditures | 40.6 | 44.4 | 24.9 | ||||||||
Total assets | 581.3 | 577.8 | 581.3 | 577.8 | 604.5 | ||||||
Building Products | Operating segments | |||||||||||
Segment information | |||||||||||
Total net sales | 878.7 | 850 | 877 | ||||||||
Building Products | Intersegment eliminations | |||||||||||
Segment information | |||||||||||
Total net sales | 0.1 | 0.1 | 0.4 | ||||||||
Aromatics | |||||||||||
Segment information | |||||||||||
Total net sales | 759.9 | 898.8 | 1,104.30 | ||||||||
Depreciation and amortization | 2 | 1.2 | 1.5 | ||||||||
Operating income | -20.7 | 29.1 | 64.6 | ||||||||
Capital expenditures | 11.2 | 7.1 | 2.7 | ||||||||
Total assets | 119 | 146.8 | 119 | 146.8 | 180.1 | ||||||
Aromatics | Operating segments | |||||||||||
Segment information | |||||||||||
Total net sales | 759.9 | 898.8 | 1,104.30 | ||||||||
Eliminations, Unallocated and Other | |||||||||||
Segment information | |||||||||||
Transaction-related costs and other, net | 25.8 | 41.1 | 36.1 | ||||||||
Long-lived asset impairment charges (recoveries), net | 7.5 | ||||||||||
Depreciation and amortization | 9.7 | 6.9 | 4.7 | ||||||||
Operating income | -84.9 | -96.2 | -82.1 | ||||||||
Capital expenditures | 13 | 11.9 | 8 | ||||||||
Total assets | 102 | 78.6 | 102 | 78.6 | 50.3 | ||||||
Eliminations, Unallocated and Other | Operating segments | |||||||||||
Segment information | |||||||||||
Total net sales | -255.8 | -226.3 | -236.5 | ||||||||
Eliminations, Unallocated and Other | Intersegment eliminations | |||||||||||
Segment information | |||||||||||
Total net sales | ($255.80) | ($226.30) | ($236.50) |
SEGMENT_INFORMATION_Details_2
SEGMENT INFORMATION (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Sales by Product Line | |||||||||||
Total net sales | $1,068.70 | $1,269.40 | $1,236.90 | $993.70 | $1,134.50 | $1,197.50 | $1,272.80 | $1,061.20 | $4,568.70 | $4,666 | $3,325.80 |
Chlorovinyls | |||||||||||
Sales by Product Line | |||||||||||
Total net sales | 2,930.20 | 2,917.30 | 1,344.90 | ||||||||
Chlorovinyls | Chlor-alkali and derivative products | |||||||||||
Sales by Product Line | |||||||||||
Total net sales | 2,435.30 | 2,447.20 | 886.2 | ||||||||
Chlorovinyls | Compound products | |||||||||||
Sales by Product Line | |||||||||||
Total net sales | 494.9 | 470.1 | 458.7 | ||||||||
Building Products | |||||||||||
Sales by Product Line | |||||||||||
Total net sales | 878.6 | 849.9 | 876.6 | ||||||||
Building Products | Window and door profiles | |||||||||||
Sales by Product Line | |||||||||||
Total net sales | 314.5 | 314.4 | 319.1 | ||||||||
Building Products | Outdoor building products | |||||||||||
Sales by Product Line | |||||||||||
Total net sales | 564.1 | 535.5 | 557.5 | ||||||||
Aromatics | |||||||||||
Sales by Product Line | |||||||||||
Total net sales | 759.9 | 898.8 | 1,104.30 | ||||||||
Aromatics | Cumene products | |||||||||||
Sales by Product Line | |||||||||||
Total net sales | 499.2 | 569.8 | 763.5 | ||||||||
Aromatics | Phenol and acetone products | |||||||||||
Sales by Product Line | |||||||||||
Total net sales | $260.70 | $329 | $340.80 |
SEGMENT_INFORMATION_Details_3
SEGMENT INFORMATION (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Information by geographic areas | |||||||||||
Net sales | $1,068.70 | $1,269.40 | $1,236.90 | $993.70 | $1,134.50 | $1,197.50 | $1,272.80 | $1,061.20 | $4,568.70 | $4,666 | $3,325.80 |
Long-lived assets | 1,665.70 | 1,658.70 | 1,665.70 | 1,658.70 | |||||||
Net assets (liabilities): | 2,589 | 2,728.30 | 2,589 | 2,728.30 | |||||||
United States | |||||||||||
Information by geographic areas | |||||||||||
Net sales | 3,663 | 3,748.10 | 2,625.70 | ||||||||
Long-lived assets | 1,379.70 | 1,335.40 | 1,379.70 | 1,335.40 | |||||||
Net assets (liabilities): | 2,255.20 | 2,375.30 | 2,255.20 | 2,375.30 | |||||||
Non-U.S. | |||||||||||
Information by geographic areas | |||||||||||
Net sales | 905.7 | 917.9 | 700.1 | ||||||||
Long-lived assets | 286 | 323.3 | 286 | 323.3 | |||||||
Net assets (liabilities): | $333.80 | $353 | $333.80 | $353 |
SEGMENT_INFORMATION_Details_4
SEGMENT INFORMATION (Details 4) (Net Sales, Geographic Concentration) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Non-U.S. | |||
Concentration Risk | |||
Percentage of export sales | 20.00% | 20.00% | 21.00% |
Canada | |||
Concentration Risk | |||
Percentage of export sales | 12.00% | 12.00% | 16.00% |
QUARTERLY_FINANCIAL_DATA_UNAUD2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net sales | $1,068.70 | $1,269.40 | $1,236.90 | $993.70 | $1,134.50 | $1,197.50 | $1,272.80 | $1,061.20 | $4,568.70 | $4,666 | $3,325.80 |
Gross margin | 111.2 | 162.1 | 146.9 | 80.4 | 185.8 | 193.5 | 210 | 152.2 | 500.6 | 741.5 | |
Operating income | 1.9 | 74.2 | 58.4 | -0.4 | 96.9 | 78.1 | 124.6 | 71.2 | 134.1 | 370.8 | 238.1 |
Consolidated net income (loss) | -12.4 | 45.1 | 28.1 | -10.6 | 57.8 | 39.3 | 73.7 | -2.8 | 50.2 | 168 | 120.5 |
Net income (loss) attributable to Axiall | ($13.80) | $44.50 | $27.20 | ($11.60) | $57 | $39 | $72.80 | ($3.50) | $46.30 | $165.30 | $120.50 |
Earnings (Loss) Per Share | |||||||||||
Basic (in dollars per share) | ($0.20) | $0.64 | $0.39 | ($0.17) | $0.81 | $0.56 | $1.04 | ($0.06) | $0.66 | $2.46 | $3.47 |
Diluted (in dollars per share) | ($0.20) | $0.63 | $0.38 | ($0.17) | $0.81 | $0.55 | $1.03 | ($0.06) | $0.65 | $2.44 | $3.45 |
GUARANTOR_INFORMATION_Details
GUARANTOR INFORMATION (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 02, 2013 |
In Millions, unless otherwise specified | |||||
Assets | |||||
Cash and cash equivalents | $166.80 | $166.50 | $200.30 | $88.60 | |
Receivables, net of allowance for doubtful accounts | 467 | 548.8 | |||
Inventories | 353.7 | 403.6 | |||
Prepaid expenses and other | 89.7 | 31.6 | |||
Deferred income taxes | 28 | 18 | |||
Total current assets | 1,105.20 | 1,168.50 | |||
Property, plant and equipment, net | 1,665.70 | 1,658.70 | |||
Goodwill | 1,741 | 1,763.20 | |||
Customer relationships, net | 1,024.50 | 1,101.80 | |||
Other intangible assets, net | 68.1 | 72.9 | |||
Other assets, net | 69.8 | 112.1 | |||
Total assets | 5,674.30 | 5,877.20 | 1,801.30 | ||
Liabilities and Equity: | |||||
Current portion of long-term debt | 2.8 | 2.8 | |||
Accounts payable | 295.5 | 313.7 | |||
Interest payable | 15.2 | 15.4 | |||
Income taxes payable | 3.1 | 17.1 | |||
Accrued compensation | 33.6 | 61.5 | |||
Other accrued liabilities | 133.9 | 132.6 | |||
Total current liabilities | 484.1 | 543.1 | |||
Long-term debt excluding current portion of long-term debt | 1,327.80 | 1,330 | |||
Lease financing obligation | 94.2 | 104.7 | |||
Deferred income taxes | 767.5 | 865.5 | |||
Pensions and other post-retirement benefits | 250.5 | 129.8 | |||
Other non-current liabilities | 161.2 | 175.8 | |||
Total liabilities | 3,085.30 | 3,148.90 | |||
Equity: | |||||
Total Axiall stockholders' equity | 2,481.10 | 2,608.90 | |||
Noncontrolling interest | 107.9 | 119.4 | |||
Total equity | 2,589 | 2,728.30 | 603.5 | 488.5 | |
Total liabilities and equity | 5,674.30 | 5,877.20 | |||
4.625 Notes | |||||
Guarantor Condensed Consolidating Balance Sheet Information | |||||
Interest rate (as a percent) | 4.63% | ||||
4.875 Notes | |||||
Guarantor Condensed Consolidating Balance Sheet Information | |||||
Interest rate (as a percent) | 4.88% | ||||
9.0 percent notes | |||||
Guarantor Condensed Consolidating Balance Sheet Information | |||||
Interest rate (as a percent) | 9.00% | ||||
Spinco | 4.625 Notes | |||||
Guarantor Condensed Consolidating Balance Sheet Information | |||||
Interest rate (as a percent) | 4.63% | ||||
Splitco and Guarantor Subsidiaries | |||||
Guarantor Condensed Consolidating Balance Sheet Information | |||||
Ownership interest (as a percent) | 100.00% | ||||
Reportable legal entity | Parent Company | |||||
Assets | |||||
Receivables, net of allowance for doubtful accounts | 162.8 | 162.5 | |||
Prepaid expenses and other | 0.1 | 1.3 | |||
Deferred income taxes | 3.1 | ||||
Total current assets | 166 | 163.8 | |||
Property, plant and equipment, net | 12 | 9.8 | |||
Long-term receivables - affiliates | 1,292.90 | 1,328.60 | |||
Other assets, net | 17 | 12.2 | |||
Investments in subsidiaries | 1,682.70 | 1,747.70 | |||
Total assets | 3,170.60 | 3,262.10 | |||
Liabilities and Equity: | |||||
Accounts payable | 97.2 | 16.8 | |||
Interest payable | 3 | 3.1 | |||
Accrued compensation | 0.5 | ||||
Other accrued liabilities | 14.3 | 12.9 | |||
Total current liabilities | 114.5 | 33.3 | |||
Long-term debt excluding current portion of long-term debt | 450 | 450 | |||
Deferred income taxes | 10 | 31 | |||
Pensions and other post-retirement benefits | 4.4 | 13.7 | |||
Other non-current liabilities | 110.6 | 125.2 | |||
Total liabilities | 689.5 | 653.2 | |||
Equity: | |||||
Total Axiall stockholders' equity | 2,481.10 | 2,608.90 | |||
Total equity | 2,481.10 | 2,608.90 | |||
Total liabilities and equity | 3,170.60 | 3,262.10 | |||
Reportable legal entity | Spinco | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | |||||
Assets | |||||
Other assets, net | 12.4 | 13.2 | |||
Investments in subsidiaries | 2,831.20 | 2,950.80 | |||
Total assets | 2,843.60 | 2,964 | |||
Liabilities and Equity: | |||||
Current portion of long-term debt | 2.8 | 2.8 | |||
Accounts payable | 178.6 | 119.6 | |||
Interest payable | 12.2 | 12.3 | |||
Total current liabilities | 193.6 | 134.7 | |||
Long-term debt excluding current portion of long-term debt | 877.8 | 880 | |||
Long-term payables - affiliates | 900 | 900 | |||
Total liabilities | 1,971.40 | 1,914.70 | |||
Equity: | |||||
Total Axiall stockholders' equity | 872.2 | 1,049.30 | |||
Total equity | 872.2 | 1,049.30 | |||
Total liabilities and equity | 2,843.60 | 2,964 | |||
Reportable legal entity | Guarantor Subsidiaries Excluding Eagle Spinco Inc. | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | |||||
Assets | |||||
Cash and cash equivalents | 78.2 | 76.9 | 131.4 | 43.4 | |
Receivables, net of allowance for doubtful accounts | 509.7 | 482.2 | |||
Inventories | 257 | 310.5 | |||
Prepaid expenses and other | 83 | 26.1 | |||
Deferred income taxes | 24.9 | 20.5 | |||
Total current assets | 952.8 | 916.2 | |||
Property, plant and equipment, net | 1,367.70 | 1,325.60 | |||
Goodwill | 1,493.70 | 1,496.60 | |||
Customer relationships, net | 877.9 | 935.2 | |||
Other intangible assets, net | 67.8 | 72.9 | |||
Other assets, net | 31.7 | 71.7 | |||
Investments in subsidiaries | 290.5 | 312.9 | |||
Total assets | 5,082.10 | 5,131.10 | |||
Liabilities and Equity: | |||||
Accounts payable | 249.8 | 319.6 | |||
Income taxes payable | 0.9 | 12.2 | |||
Accrued compensation | 25.3 | 49.6 | |||
Other accrued liabilities | 90.3 | 86.5 | |||
Total current liabilities | 366.3 | 467.9 | |||
Deferred income taxes | 720.4 | 790.9 | |||
Pensions and other post-retirement benefits | 235.7 | 107 | |||
Other non-current liabilities | 118.7 | 116.4 | |||
Total liabilities | 1,441.10 | 1,482.20 | |||
Equity: | |||||
Total Axiall stockholders' equity | 3,641 | 3,648.90 | |||
Total equity | 3,641 | 3,648.90 | |||
Total liabilities and equity | 5,082.10 | 5,131.10 | |||
Reportable legal entity | Guarantor Subsidiaries Including Eagle Spinco Inc | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | |||||
Assets | |||||
Cash and cash equivalents | 78.2 | 76.9 | 131.4 | 43.4 | |
Receivables, net of allowance for doubtful accounts | 493.9 | 478.7 | |||
Inventories | 257 | 310.5 | |||
Prepaid expenses and other | 83 | 26.1 | |||
Deferred income taxes | 24.9 | 20.5 | |||
Total current assets | 937 | 912.7 | |||
Property, plant and equipment, net | 1,367.70 | 1,325.60 | |||
Goodwill | 1,493.70 | 1,496.60 | |||
Customer relationships, net | 877.9 | 935.2 | |||
Other intangible assets, net | 67.8 | 72.9 | |||
Other assets, net | 44 | 84.9 | |||
Investments in subsidiaries | 290.5 | 312.9 | |||
Total assets | 5,078.60 | 5,140.80 | |||
Liabilities and Equity: | |||||
Current portion of long-term debt | 2.8 | 2.8 | |||
Accounts payable | 412.5 | 435.7 | |||
Interest payable | 12.2 | 12.3 | |||
Income taxes payable | 0.9 | 12.2 | |||
Accrued compensation | 25.3 | 49.6 | |||
Other accrued liabilities | 90.3 | 86.5 | |||
Total current liabilities | 544 | 599.1 | |||
Long-term debt excluding current portion of long-term debt | 877.8 | 880 | |||
Long-term payables - affiliates | 900 | 900 | |||
Deferred income taxes | 720.4 | 790.9 | |||
Pensions and other post-retirement benefits | 235.7 | 107 | |||
Other non-current liabilities | 118.7 | 116.4 | |||
Total liabilities | 3,396.60 | 3,393.40 | |||
Equity: | |||||
Total Axiall stockholders' equity | 1,682 | 1,747.40 | |||
Total equity | 1,682 | 1,747.40 | |||
Total liabilities and equity | 5,078.60 | 5,140.80 | |||
Reportable legal entity | Non-Guarantor Subsidiaries | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | |||||
Assets | |||||
Cash and cash equivalents | 88.6 | 89.6 | 68.9 | 45.2 | |
Receivables, net of allowance for doubtful accounts | 71.4 | 73.3 | |||
Inventories | 96.7 | 93.1 | |||
Prepaid expenses and other | 6.6 | 4.2 | |||
Deferred income taxes | 0.2 | ||||
Total current assets | 263.3 | 260.4 | |||
Property, plant and equipment, net | 286 | 323.3 | |||
Goodwill | 247.3 | 266.6 | |||
Customer relationships, net | 146.6 | 166.6 | |||
Other intangible assets, net | 0.3 | ||||
Other assets, net | 9.4 | 15 | |||
Total assets | 952.9 | 1,031.90 | |||
Liabilities and Equity: | |||||
Accounts payable | 46.9 | 26.9 | |||
Income taxes payable | 2.2 | 4.9 | |||
Accrued compensation | 8.3 | 11.4 | |||
Other accrued liabilities | 29.3 | 35.9 | |||
Total current liabilities | 86.7 | 79.1 | |||
Long-term payables - affiliates | 392.9 | 428.6 | |||
Lease financing obligation | 94.2 | 104.7 | |||
Deferred income taxes | 37.7 | 43.6 | |||
Pensions and other post-retirement benefits | 10.4 | 9.1 | |||
Other non-current liabilities | 9 | 20.9 | |||
Total liabilities | 630.9 | 686 | |||
Equity: | |||||
Total Axiall stockholders' equity | 214.1 | 226.5 | |||
Noncontrolling interest | 107.9 | 119.4 | |||
Total equity | 322 | 345.9 | |||
Total liabilities and equity | 952.9 | 1,031.90 | |||
Eliminations | |||||
Assets | |||||
Receivables, net of allowance for doubtful accounts | -261.1 | -165.7 | |||
Deferred income taxes | -2.7 | ||||
Total current assets | -261.1 | -168.4 | |||
Long-term receivables - affiliates | -1,292.90 | -1,328.60 | |||
Other assets, net | -0.6 | ||||
Investments in subsidiaries | -1,973.20 | -2,060.60 | |||
Total assets | -3,527.80 | -3,557.60 | |||
Liabilities and Equity: | |||||
Accounts payable | -261.1 | -165.7 | |||
Other accrued liabilities | -2.7 | ||||
Total current liabilities | -261.1 | -168.4 | |||
Long-term payables - affiliates | -1,292.90 | -1,328.60 | |||
Deferred income taxes | -0.6 | ||||
Other non-current liabilities | -77.1 | -86.7 | |||
Total liabilities | -1,631.70 | -1,583.70 | |||
Equity: | |||||
Total Axiall stockholders' equity | -1,896.10 | -1,973.90 | |||
Total equity | -1,896.10 | -1,973.90 | |||
Total liabilities and equity | ($3,527.80) | ($3,557.60) |
GUARANTOR_INFORMATION_Details_
GUARANTOR INFORMATION (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 02, 2013 |
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||
Net sales | $1,068.70 | $1,269.40 | $1,236.90 | $993.70 | $1,134.50 | $1,197.50 | $1,272.80 | $1,061.20 | $4,568.70 | $4,666 | $3,325.80 | |
Operating costs and expenses: | ||||||||||||
Cost of sales | 4,068.10 | 3,924.50 | 2,865.40 | |||||||||
Selling, general and administrative expenses | 310.5 | 299.1 | 203.5 | |||||||||
Transaction-related costs and other, net | 38.4 | 35.6 | 38.9 | |||||||||
Long-lived asset impairment charges (recoveries), net | 17.6 | 36 | -0.8 | |||||||||
Gain on sale of assets | -19.3 | |||||||||||
Total operating costs and expenses | 4,434.60 | 4,295.20 | 3,087.70 | |||||||||
Operating income | 1.9 | 74.2 | 58.4 | -0.4 | 96.9 | 78.1 | 124.6 | 71.2 | 134.1 | 370.8 | 238.1 | |
Other income (expense): | ||||||||||||
Interest expense, net | -75.8 | -76.6 | -57.1 | |||||||||
Foreign exchange gain (loss) | -0.6 | -0.6 | ||||||||||
Loss on redemption and other debt costs | -78.5 | -2.7 | ||||||||||
Gain on acquisition of controlling interest | 25.9 | |||||||||||
Income (loss) before income taxes | 57.7 | 241.6 | 177.7 | |||||||||
Provision for (benefit from) income taxes | 7.5 | 73.6 | 57.2 | |||||||||
Consolidated net income | -12.4 | 45.1 | 28.1 | -10.6 | 57.8 | 39.3 | 73.7 | -2.8 | 50.2 | 168 | 120.5 | |
Less net income attributable to noncontrolling interest | 3.9 | 2.7 | ||||||||||
Net income (loss) attributable to Axiall | -13.8 | 44.5 | 27.2 | -11.6 | 57 | 39 | 72.8 | -3.5 | 46.3 | 165.3 | 120.5 | |
Comprehensive income (loss) attributable to Axiall | -93.7 | 253.5 | 116.8 | |||||||||
9.0 percent notes | ||||||||||||
Other income (expense): | ||||||||||||
Loss on redemption and other debt costs | 2.2 | |||||||||||
Reportable legal entity | Parent Company | ||||||||||||
Operating costs and expenses: | ||||||||||||
Selling, general and administrative expenses | 45.5 | 41.3 | 38.1 | |||||||||
Transaction-related costs and other, net | 15.4 | 34.4 | 35.8 | |||||||||
Long-lived asset impairment charges (recoveries), net | 7.5 | |||||||||||
Total operating costs and expenses | 60.9 | 83.2 | 73.9 | |||||||||
Operating income | -60.9 | -83.2 | -73.9 | |||||||||
Other income (expense): | ||||||||||||
Interest expense, net | 31.1 | -45.7 | -89.9 | |||||||||
Foreign exchange gain (loss) | 0.2 | |||||||||||
Loss on redemption and other debt costs | -66.1 | -2.7 | ||||||||||
Equity in income (loss) of subsidiaries | 55.7 | 293.1 | 233.3 | |||||||||
Income (loss) before income taxes | 25.9 | 98.1 | 67 | |||||||||
Provision for (benefit from) income taxes | -20.4 | -67.2 | -53.5 | |||||||||
Consolidated net income | 46.3 | 165.3 | ||||||||||
Net income (loss) attributable to Axiall | 46.3 | 165.3 | 120.5 | |||||||||
Comprehensive income (loss) attributable to Axiall | -93.7 | 253.5 | 116.8 | |||||||||
Reportable legal entity | Spinco | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | ||||||||||||
Other income (expense): | ||||||||||||
Interest expense, net | -87.4 | -45.8 | ||||||||||
Loss on redemption and other debt costs | -12.4 | |||||||||||
Equity in income (loss) of subsidiaries | -19.3 | 114.3 | ||||||||||
Income (loss) before income taxes | -106.7 | 56.1 | ||||||||||
Provision for (benefit from) income taxes | -29.9 | -19.7 | ||||||||||
Consolidated net income | -76.8 | 75.8 | ||||||||||
Net income (loss) attributable to Axiall | -76.8 | 75.8 | ||||||||||
Comprehensive income (loss) attributable to Axiall | -193.1 | 165.7 | ||||||||||
Reportable legal entity | Guarantor Subsidiaries Excluding Eagle Spinco Inc. | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | ||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||
Net sales | 4,036.30 | 4,125.10 | 2,880.80 | |||||||||
Operating costs and expenses: | ||||||||||||
Cost of sales | 3,658.10 | 3,520.80 | 2,518 | |||||||||
Selling, general and administrative expenses | 188.6 | 181.4 | 94.5 | |||||||||
Transaction-related costs and other, net | 15.2 | -2.3 | 2.6 | |||||||||
Long-lived asset impairment charges (recoveries), net | 17.5 | 25.5 | -0.8 | |||||||||
Gain on sale of assets | -19.3 | |||||||||||
Total operating costs and expenses | 3,879.40 | 3,725.40 | 2,595 | |||||||||
Operating income | 156.9 | 399.7 | 285.8 | |||||||||
Other income (expense): | ||||||||||||
Interest expense, net | 1.9 | 37.7 | 56.3 | |||||||||
Foreign exchange gain (loss) | -0.5 | -0.1 | ||||||||||
Gain on acquisition of controlling interest | 25.9 | |||||||||||
Equity in income (loss) of subsidiaries | 11.7 | 22.6 | 0.7 | |||||||||
Income (loss) before income taxes | 170 | 485.9 | 342.7 | |||||||||
Provision for (benefit from) income taxes | 59.6 | 157.1 | 115.2 | |||||||||
Consolidated net income | 110.4 | 328.8 | ||||||||||
Net income (loss) attributable to Axiall | 110.4 | 328.8 | 227.5 | |||||||||
Comprehensive income (loss) attributable to Axiall | -50.4 | 479.3 | 219.9 | |||||||||
Reportable legal entity | Guarantor Subsidiaries Including Eagle Spinco Inc | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | ||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||
Net sales | 4,036.30 | 4,125.10 | 2,880.80 | |||||||||
Operating costs and expenses: | ||||||||||||
Cost of sales | 3,658.10 | 3,520.80 | 2,518 | |||||||||
Selling, general and administrative expenses | 188.6 | 181.4 | 94.5 | |||||||||
Transaction-related costs and other, net | 15.2 | -2.3 | 2.6 | |||||||||
Long-lived asset impairment charges (recoveries), net | 17.5 | 25.5 | -0.8 | |||||||||
Gain on sale of assets | -19.3 | |||||||||||
Total operating costs and expenses | 3,879.40 | 3,725.40 | 2,595 | |||||||||
Operating income | 156.9 | 399.7 | 285.8 | |||||||||
Other income (expense): | ||||||||||||
Interest expense, net | -85.5 | -8.1 | 56.3 | |||||||||
Foreign exchange gain (loss) | -0.5 | -0.1 | ||||||||||
Loss on redemption and other debt costs | -12.4 | |||||||||||
Gain on acquisition of controlling interest | 25.9 | |||||||||||
Equity in income (loss) of subsidiaries | 11.7 | 22.6 | 0.7 | |||||||||
Income (loss) before income taxes | 82.6 | 427.7 | 342.7 | |||||||||
Provision for (benefit from) income taxes | 29.7 | 137.4 | 115.2 | |||||||||
Consolidated net income | 52.9 | 290.3 | ||||||||||
Net income (loss) attributable to Axiall | 52.9 | 290.3 | 227.5 | |||||||||
Comprehensive income (loss) attributable to Axiall | -107.9 | 429 | 219.9 | |||||||||
Reportable legal entity | Non-Guarantor Subsidiaries | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | ||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||
Net sales | 762.7 | 734.4 | 611.1 | |||||||||
Operating costs and expenses: | ||||||||||||
Cost of sales | 640.3 | 597.2 | 513.5 | |||||||||
Selling, general and administrative expenses | 76.4 | 76.4 | 70.9 | |||||||||
Transaction-related costs and other, net | 7.8 | 3.5 | 0.5 | |||||||||
Long-lived asset impairment charges (recoveries), net | 0.1 | 3 | ||||||||||
Total operating costs and expenses | 724.6 | 680.1 | 584.9 | |||||||||
Operating income | 38.1 | 54.3 | 26.2 | |||||||||
Other income (expense): | ||||||||||||
Interest expense, net | -21.4 | -22.8 | -23.5 | |||||||||
Foreign exchange gain (loss) | -0.1 | -0.7 | ||||||||||
Income (loss) before income taxes | 16.6 | 31.5 | 2 | |||||||||
Provision for (benefit from) income taxes | -1.8 | 3.4 | -4.5 | |||||||||
Consolidated net income | 18.4 | 28.1 | ||||||||||
Less net income attributable to noncontrolling interest | 3.9 | 2.7 | ||||||||||
Net income (loss) attributable to Axiall | 14.5 | 25.4 | 6.5 | |||||||||
Comprehensive income (loss) attributable to Axiall | -0.9 | 19.8 | 4.1 | |||||||||
Eliminations | ||||||||||||
Guarantor Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) | ||||||||||||
Net sales | -230.3 | -193.5 | -166.1 | |||||||||
Operating costs and expenses: | ||||||||||||
Cost of sales | -230.3 | -193.5 | -166.1 | |||||||||
Total operating costs and expenses | -230.3 | -193.5 | -166.1 | |||||||||
Other income (expense): | ||||||||||||
Equity in income (loss) of subsidiaries | -67.4 | -315.7 | -234 | |||||||||
Income (loss) before income taxes | -67.4 | -315.7 | -234 | |||||||||
Consolidated net income | -67.4 | -315.7 | ||||||||||
Net income (loss) attributable to Axiall | -67.4 | -315.7 | -234 | |||||||||
Comprehensive income (loss) attributable to Axiall | $108.80 | ($448.80) | ($224) |
GUARANTOR_INFORMATION_Details_1
GUARANTOR INFORMATION (Details 3) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Guarantor Condensed Consolidating Statement of Cash Flows Information | |||
Net cash provided by (used in) operating activities | $291.10 | $325.70 | $231.20 |
Cash flows from investing activities: | |||
Capital expenditures | -210.5 | -196.1 | -80.3 |
Acquisitions, net of cash acquired | -6.1 | 45.1 | |
Proceeds from sale of assets and other | 8.1 | 11.4 | 23.6 |
Net cash used in investing activities | -208.5 | -139.6 | -56.7 |
Cash flows from financing activities: | |||
Borrowings on ABL revolver | 148.9 | 402.5 | 183.4 |
Repayments on ABL revolver | -148.9 | -402.5 | -183.4 |
Issuance of long-term debt | 450 | ||
Long-term debt payments | -3.5 | -531.8 | -51.5 |
Deferred acquisition payments | -10 | ||
Lease financing obligation payment | -2.3 | ||
Make-whole and other fees paid related to financing activities | -2.2 | -98.1 | -1.5 |
Dividends paid | -45 | -22.2 | -8.3 |
Distribution to noncontrolling interest | -7.7 | -13.3 | |
Excess tax benefits from share-based payment arrangements | 2.3 | 0.9 | 2.7 |
Stock compensation plan activity | -6.9 | -1.7 | -5.2 |
Net cash used in financing activities | -75.3 | -216.2 | -63.8 |
Effect of exchange rate changes on cash and cash equivalents | -7 | -3.7 | 1 |
Net change in cash and cash equivalents | 0.3 | -33.8 | 111.7 |
Cash and cash equivalents at beginning of year | 166.5 | 200.3 | 88.6 |
Cash and cash equivalents at end of year | 166.8 | 166.5 | 200.3 |
Reportable legal entity | Parent Company | |||
Guarantor Condensed Consolidating Statement of Cash Flows Information | |||
Net cash provided by (used in) operating activities | 68.2 | 60.1 | 62.3 |
Cash flows from investing activities: | |||
Capital expenditures | -6.8 | -8.7 | -0.4 |
Acquisitions, net of cash acquired | 21.6 | ||
Distribution from affiliate | 15.9 | 1.9 | |
Net cash used in investing activities | -6.8 | 28.8 | 1.5 |
Cash flows from financing activities: | |||
Borrowings on ABL revolver | 148.9 | 183.4 | |
Repayments on ABL revolver | -148.9 | -183.4 | |
Issuance of long-term debt | 450 | ||
Long-term debt payments | -450 | -51.5 | |
Deferred acquisition payments | -10 | ||
Make-whole and other fees paid related to financing activities | -1.8 | -65.9 | -1.5 |
Dividends paid | -45 | -22.2 | -8.3 |
Excess tax benefits from share-based payment arrangements | 2.3 | 0.9 | 2.7 |
Stock compensation plan activity | -6.9 | -1.7 | -5.2 |
Net cash used in financing activities | -61.4 | -88.9 | -63.8 |
Reportable legal entity | Spinco | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | |||
Guarantor Condensed Consolidating Statement of Cash Flows Information | |||
Net cash provided by (used in) operating activities | 12.4 | 112 | |
Cash flows from investing activities: | |||
Distribution from affiliate | 15.9 | ||
Net cash used in investing activities | 15.9 | ||
Cash flows from financing activities: | |||
Long-term debt payments | -2.8 | -81.8 | |
Make-whole and other fees paid related to financing activities | -0.4 | -30.2 | |
Distribution to affiliate | -9.2 | -15.9 | |
Net cash used in financing activities | -12.4 | -127.9 | |
Reportable legal entity | Guarantor Subsidiaries Excluding Eagle Spinco Inc. | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | |||
Guarantor Condensed Consolidating Statement of Cash Flows Information | |||
Net cash provided by (used in) operating activities | 194.4 | 94 | 126.9 |
Cash flows from investing activities: | |||
Capital expenditures | -185.1 | -163.6 | -62.6 |
Acquisitions, net of cash acquired | -5.8 | ||
Proceeds from sale of assets and other | 7.7 | 11.1 | 23.5 |
Distribution from affiliate | 19.9 | 0.2 | |
Net cash used in investing activities | -183.2 | -132.6 | -38.9 |
Cash flows from financing activities: | |||
Long-term debt payments | -0.7 | ||
Distribution to affiliate | -9.2 | -15.9 | |
Net cash used in financing activities | -9.9 | -15.9 | |
Net change in cash and cash equivalents | 1.3 | -54.5 | 88 |
Cash and cash equivalents at beginning of year | 76.9 | 131.4 | 43.4 |
Cash and cash equivalents at end of year | 78.2 | 76.9 | 131.4 |
Reportable legal entity | Guarantor Subsidiaries Including Eagle Spinco Inc | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | |||
Guarantor Condensed Consolidating Statement of Cash Flows Information | |||
Net cash provided by (used in) operating activities | 197.6 | 206 | 126.9 |
Cash flows from investing activities: | |||
Capital expenditures | -185.1 | -163.6 | -62.6 |
Acquisitions, net of cash acquired | -5.8 | ||
Proceeds from sale of assets and other | 7.7 | 11.1 | 23.5 |
Distribution from affiliate | 19.9 | 0.2 | |
Net cash used in investing activities | -183.2 | -132.6 | -38.9 |
Cash flows from financing activities: | |||
Long-term debt payments | -3.5 | -81.8 | |
Make-whole and other fees paid related to financing activities | -0.4 | -30.2 | |
Distribution to affiliate | -9.2 | -15.9 | |
Net cash used in financing activities | -13.1 | -127.9 | |
Net change in cash and cash equivalents | 1.3 | -54.5 | 88 |
Cash and cash equivalents at beginning of year | 76.9 | 131.4 | 43.4 |
Cash and cash equivalents at end of year | 78.2 | 76.9 | 131.4 |
Reportable legal entity | Non-Guarantor Subsidiaries | 4.625 Notes, 4.875 Notes and Term Loan credit agreement | |||
Guarantor Condensed Consolidating Statement of Cash Flows Information | |||
Net cash provided by (used in) operating activities | 46.1 | 59.6 | 42 |
Cash flows from investing activities: | |||
Capital expenditures | -18.6 | -23.8 | -17.3 |
Acquisitions, net of cash acquired | -0.3 | 23.5 | |
Proceeds from sale of assets and other | 0.4 | 0.3 | 0.1 |
Net cash used in investing activities | -18.5 | -17.2 | |
Cash flows from financing activities: | |||
Lease financing obligation payment | -2.3 | ||
Make-whole and other fees paid related to financing activities | -2 | ||
Distribution to noncontrolling interest | -7.7 | -13.3 | -2.1 |
Distribution to affiliate | -11.6 | -19.9 | |
Net cash used in financing activities | -21.6 | -35.2 | -2.1 |
Effect of exchange rate changes on cash and cash equivalents | -7 | -3.7 | 1 |
Net change in cash and cash equivalents | -1 | 20.7 | 23.7 |
Cash and cash equivalents at beginning of year | 89.6 | 68.9 | 45.2 |
Cash and cash equivalents at end of year | 88.6 | 89.6 | 68.9 |
Eliminations | |||
Guarantor Condensed Consolidating Statement of Cash Flows Information | |||
Net cash provided by (used in) operating activities | -20.8 | ||
Cash flows from investing activities: | |||
Distribution from affiliate | -35.8 | -2.1 | |
Net cash used in investing activities | -35.8 | -2.1 | |
Cash flows from financing activities: | |||
Distribution to noncontrolling interest | 2.1 | ||
Distribution to affiliate | 20.8 | 35.8 | |
Net cash used in financing activities | $20.80 | $35.80 | $2.10 |
Uncategorized_Items
Uncategorized Items | |
[us-gaap_BusinessCombinationConsiderationTransferredLiabilitiesIncurred] | 967,000,000 |