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In the Matter of Viking Pump, Inc. and Warren Pumps LLC, Insurance Appeals,
Appellants,
VIKING PUMP, INC. and WARREN PUMPS LLC,
- against -
TIG INSURANCE COMPANY, et al.
ON APPEAL FROM THE QUESTIONS CERTIFIED
BY THE SUPREME COURT OF THE STATE OF DELAWARE
(DOCKET NOS. 518, 2014; 523, 2014; 525, 2014; 528, 2014)
Respondents.
BRIEF FOR AMICUS CURIAE OLIN CORPORATION
CRAIG C. MARTIN {pro hoc vice)
PETER J. BRENNAN
JENNER & BLOCK LLP
353 N. Clark St.
Chicago, IL 60654
Tel.: (312)222-9350
Email: cmartin@jenner.com
pbrennan@jenner.com
Attorneys for Amicus Curiae Olin Corporation
Dated: February 19,2016
TABLE OF CONTENTS
Page(s)
TABLE OF AUTHORITIES iii
CORPORATE DISCLOSURE STATEMENT 1
STATEMENT OF INTEREST 2
BACKGROUND 3
ARGUMENT 8
I. This Court Has Not Adopted Any Allocation Rule as a Matter of
Public Policy, But Instead Interprets the Terms of Each Insurance
Contract to Determine How the Parties Intended Loss to Be Allocated 9
II. Condition C Is Compatible with, and Has Been Applied to. Pro Rata
Allocation 11
A. Olin III Was Premised on Pro Rata Allocation 12
B. Olin III Did Not Provide for All Sums Allocation, But Instead
Held that Condition C Is Compatible with Pro Rata Allocation 13
C. Contrary to Appellants' Argument, the Second Circuit Applied
the Prior Insurance Provision of Condition C 17
CONCLUSION 19
TABLE OF AUTHORITIES
Page(s)
CASES
Consolidated Edison Co. ofN.Y., Inc. v. Allstate Ins. Co.,
98 N.Y.2d 208 (2002) 9, 10, 11
Olin Corp. v. Am. Home Assurance Co.,
704 F.3d 89 (2d Cir. 2012) passim
Olin Corp. v. Certain Underwriters at Lloyd's London,
468 F.3d 120 (2d Cir. 2006) 4
Olin Corp. v. Ins. Co. ofN. Am.,
221 F.3d 307 (2d Cir. 2000) 3, 4
Raymond Corp. v. Nat 7 Union Fire Ins. Co. of Pittsburgh,
5 N.Y.3d 157 (2005) 9, 10
CORPORATE DISCLOSURE STATEMENT
Amicus curiae Olin Corporation ("Olin") is a publicly-traded corporation
organized under the laws of the Commonwealth of Virginia. BlackRock, Inc. is
the only publicly-traded company that owns 10% or more of Olin's stock.
Attached as Exhibit 1 is a current list of Olin's subsidiaries, including dormant
subsidiaries.
STATEMENT OF INTEREST
Olin Corporation, one of the country's leading chemical manufacturers, is
currently litigating a long-running insurance coverage dispute involving insurance
contract language identical to one of the provisions at issue in this case—
specifically Condition C, which the Appellants and Respondents in this case also
refer to as the Prior Insurance Provision (hereinafter, "Condition C"). Appellants
Viking Pump and Warren Pumps assert repeatedly in their briefs that "no legal
support exists in any jurisdiction" for the compatibility of Condition C and pro rata
allocation, under which property damage is allocated in equal portions to each year
of a multiyear occurrence. Warren Pumps Br. 39; Warren Pumps Reply Br. 4, 5;
Warren Pumps Resp. to Complex Ins. Claims Litig. Ass'n Amicus Br. ("Resp. to
Amicus Br.") 14. Appellants are wrong. Olin's case, decided by the United States
Court of Appeals for the Second Circuit applying New York law, reached exactly
the result that Appellants claim to be unprecedented. See Olin Corp. v. Am. Home
Assurance Co., 704 F.3d 89 (2d Cir. 2012) {"Olin IIP).
In arguing otherwise, the Appellants misinterpret Olin III. They claim that
the court in that case applied an "all sums" approach to liability—that is, an
approach that allows the insured to seek, from a single policy, "all sums" resulting
from a multi-year occurrence. Warren Pumps Br. 36; Warren Pumps Reply Br. 13.
That is incorrect and reflects a fundamental misunderstanding of both the
proceedings that gave rise to Olin III and the court's reasoning in that case.
Olin has a strong interest in this Court's proper interpretation of Condition C
given that same language appears in Olin's insurance policies. Olin's discussion of
Olin III—a decision that, although not binding on this Court, should nonetheless be
strongly persuasive authority—would greatly assist the Court in deciding the issues
before it.
BACKGROUND
Olin III arose out of a more than 30-year insurance coverage dispute that
remains ongoing. At a number of Olin manufacturing or disposal sites,
environmental contamination had resulted in significant liability, and Olin sought
insurance coverage for that liability. The district court addressed coverage on a
site-by-site basis.
In 2000, the Second Circuit considered Olin's claims for $3.7 million in
coverage arising from environmental contamination at a site in Williamston, North
Carolina, resulting from manufacturing operations between 1950 and 1967. Olin
Corp. v. Ins. Co. ofN. Am., 221 F.3d 307 (2d Cir. 2000) {"Olin 7"). The jury found
that property damage took place between 1951 and 1985. Id. at 322. Olin had
insurance coverage under policies issued between 1956 and 1970, each of which
indemnified Olin for "all sums which the insured shall become obligated to pay" as
a result of property damage arising from a covered occurrence. Id. at 313-14, 322
(quotation marks omitted). Olin claimed, like the Appellants here, that under New
York law, it could recover "all sums" it had become obligated to pay—that is, the
full $3.7 million—from any single triggered policy, up to that policy's coverage
limit. Id. at 322. The Second Circuit rejected that argument. It held that, under
New York law, the $3.7 million in damage should be allocated in equal shares
across the entire period during which property damage took place {i.e., across the
years 1951 through 1985). Each policy was responsible for covering only the
portion of the property damage allocated to that policy's period, and Olin was
responsible for covering the portion of the property damage allocated to uninsured
periods. Id. at 322-27.
In 2006, the Second Circuit, considering Olin's claims for insurance
coverage in connection with property damage at a site near Niagara Falls, New
York, clarified that pro rata allocation of property damage was simply a default
allocation rule to be applied in the absence of any specific evidence demonstrating
when property damage took place. Olin Corp. v. Certain Underwriters at Lloyd's
London, 468 F.3d 120, 127 (2d Cir. 2006) ("Olin II").
Most recently, in 2012, the Second Circuit considered Olin's claims for
coverage of property damage resulting from groundwater contamination at Olin's
Morgan Hill, California, site. Olin III, 704 F.3d at 92. Olin had incurred or
estimated it would incur a total of more than $102 million in costs at Morgan Hill,
due to an underground chemical plume that began in 1957 and continued to spread
until 1987, when the plume reached equilibrium. Olin III, 704 F.3d at 92-93.
Consistent with the Second Circuit's decisions, the district court determined, in the
absence of any specific evidence demonstrating when property damage took place,
that $3.3 million in property damage should be allocated to each of the 31 years
during which damage took place. Id. at 95.
The insurer in Olin III, American Home Assurance Company ("American
Home"), had issued Olin two policies, one for the period 1966-69 and the other for
the period 1969-72, each with an attachment point of $30.3 million. Id. at 93-94.
Because each of those policies covered a three-year period, the total property
damage allocated pro rata to each policy period was $9.9 million, far short of the
attachment point. Id. at 95. Nevertheless, Olin argued that the two policies were
triggered due to Condition C of the policies, a provision that was not at issue in
either Olin I or Olin IL
Both in Olin III and in the case before this Court, Condition C reads as
follows:
Prior Insurance and Non-Cumulation of Liability.
It is agreed that if any loss covered hereunder is also covered in whole
or in part under any other excess policy issued to the Assured prior to
the inception date hereof, the limit of liability hereon ... shall be
reduced by any amounts due to the Assured on account of such loss
under such prior insurance.
Subject to the foregoing paragraph and to all the other terms and
conditions of this policy [,] in the event that personal injury or property
damage arising out of an occurrence covered hereunder is continuing
at the time of termination of this Policy[,] the Company will continue
to protect the Assured for Liability in respect of such personal injury
or property damage without payment of additional premium.
Resp. Br. 31 (quoting A-l 176); Olin III, 704 F.3d at 94.'
The second paragraph of Condition C, known as the "continuing coverage
provision," makes an insurer liable for property damage or personal injury that
takes place after the policy expires, provided that such property damage or
personal injury arose from an occurrence covered by the policy in question and
was continuing at the time the policy in question terminated. See Olin III, 704
F.3d at 100. When those conditions are all met. Condition C serves to sweep back
into the policy period the continuing property damage or personal injury allocated
pro rata (or as determined through other evidence) to later years or periods, thereby
requiring that policy to cover that continuing property damage or personal injury,
up to that policy's per-occurrence limit. Id. at 102-03.
At the same time, the first paragraph of Condition C, known as the "prior
insurance provision," reduces that policy's per-occurrence limit by any amounts
paid out by that insurer under earlier policies covering the same loss at the same
Condition C is included in eleven of the insurance policies at issue in this case.
Resp. Br. 30.
layer of coverage, thereby ensuring that the insured can only recover from that
insurer one per-occurrence limit for each occurrence. Id. at 104-05.
Olin argued that each of the conditions of the continuing coverage provision
was satisfied, and the Second Circuit agreed. There was property damage; that
property damage arose from an occurrence covered by the policies; and the
property damage was continuing at the time the policy in question terminated.
Accordingly, the insurer contracted for and was obligated to continue to cover that
property damage. Id. at 95. Consequently, as the Second Circuit explained, the
insurer's "liability for the 1966-69 policy includes all damage from 1966 to 1987,
and its liability for the 1969-72 policy includes all damage from 1969 to 1987,"
because the property damage was continuing until the plume of contaminants
reached equilibrium in 1987. Id. Thus, "[ujsing the pro rata approach oi Olin /,"
in which the property damage is allocated in equal portions to each of the years in
which damage took place, and then applying Condition C, "$72.6 million in
damage should be assigned to the 1966-69 policy, and $62.7 million should be
assigned to the 1969-72 policy. Since these amounts far exceed the $30.3 million
attachment point, each policy would be reached." Id. The Second Circuit
endorsed this argument and ruled in Olin's favor. Id. at 105.
However, under the prior insurance provision, because each of American
Home's two policies at issue in Olin III provided coverage, Olin was limited to a
single per-occurrence limit from its insurer, even though both policies were
triggered. Each had a $1 million occurrence limit for damages in excess of $30.3
million, but under the prior insurance provision, "the most Olin [could] recover
from the two American Home policies is the policy limit of one policy, $1
million." Id. at 104-05.
ARGUMENT
Before this Court, Appellants argue that Condition C's presence in their
insurance contracts means that the parties necessarily intended an "all sums"
approach, because Condition C is incompatible with pro rata allocation of property
damage or personal injury. They further claim that "no legal support exists in any
jurisdiction" for concluding that Condition C can be consistent with pro rata
allocation, and they read Olin III as having endorsed an "all sums" approach to
liability. Warren Pumps Br. 36, 39; Warren Pumps Reply Br. 4, 5, 13. This
argument misreads Olin III.
In Olin III, the Second Circuit, under New York law, correctly applied
Condition C after accepting the district court's pro rata allocation of property
damage across a 31-year period. The Second Circuit's analysis rested on a careful
and reasoned analysis of the plain language of the insurance policies, consistent
with the direction of this Court. As the Second Circuit explained:
New York law does not preclude parties from contracting to
indemnify the insured for damage allocated to years after the
8
termination of the policy. This is precisely what American Home's
policies do here with Condition C. American Home has agreed to
indemnify Olin not only for damage taking place during the policy
period but also continuing after the termination of the policy. The
provision thus simply adds additional years of exposure, using the
same pro rata allocation method for determining the amount of
damage attributed to each year.
Olin III, 704 F.3d at 102 (emphasis added).
Olin III thus demonstrates that Condition C is entirely compatible with pro
rata allocation. Condition C simply requires - under certain circumstances agreed
to by the parties - the insurer to cover damage allocated pro rata to subsequent
policy periods, up to the insurer's per-occurrence limit.
I. This Court Has Not Adopted Any Allocation Rule as a Matter of Public
Policy, But Instead Interprets the Terms of Each Insurance Contract to
Determine How the Parties Intended Loss to Be Allocated.
In interpreting insurance contracts, this Court has consistently made clear
that the intent of the parties should control. A policy should be "construe[d] in a
way that 'affords fair meaning to all of the language employed by the parties in the
contract and leaves no provision without force and effect.'" Consolidated Edison
Co. of N.Y., Inc. v. Allstate Ins. Co., 98 N.Y.2d 208, 221-22 (2002) (quoting
Hooper Assocs. Ltd. v. AGS Computers, Inc., 74 N.Y.2d 487, 493 (1989)). The
court will "not disregard clear provisions which the insurers inserted in the policies
and the insured accepted, and equitable considerations will not allow an extension
of coverage beyond its fair intent and meaning...." Raymond Corp. v. Nat'I Union
Fire Ins. Co. of Pittsburgh, 5 N.Y.3d 157, 162 (2005) (quotation marks omitted)).
Thus, in Consolidated Edison, this Court, faced with the question of how to
allocate continuous environmental harm triggering numerous insurance policies,
declined to embrace either "pro rata allocation" or "all sums" as a general rule
applicable in all circumstances. Instead, this Court "first look[ed] to the language
of the policy," Con. Edison, 98 N.Y.2d at 221, and focused on two terms. In the
first, the insurer promised to indemnify the insured "for all sums which the insured
shall be obligated to pay by reason of the liability ... on account of ... property
damage, caused by or arising out of each occurrence." Id. at 222 (emphasis in
original) (quotation marks omitted). The second term stated that "[tjhis policy
applies only to 'occurrences' ... happening during the policy period,'" and defined
"[ojccurrence" to mean "an event, or continuous or repeated exposure to
conditions, which causes injury, damage or destruction during the policy period."
Id. (emphasis in original) (quotation marks omitted).
The Court concluded, "in the present factual setting," id. at 224, that the "all
sums" policy language was by itself insufficient to warrant joint-and-several
liability for the entire amount of the property damage. Instead, the Court
emphasized, the policy language "during the policy period" evinced an intent by
the parties that indemnification be limited to "liability incurred as a result of an
10
accident or occurrence during the policy period, not outside that period." Id.
Accordingly, the Court concluded, "[p]ro rata allocation under these facts, while
not explicitly mandated by the policies, is consistent with the language of the
policies." Id.
While Appellants argue that "nothing would introduce more uncertainty into
the New York insurance market" than ruling in the insurers' favor in this case,
Warren Pumps Resp. to Amicus Br. 35, it would be even more destabilizing if this
Court were to rule that a portion of the parties' contract could simply be
disregarded. This Court's longstanding rule that contracts should be interpreted to
give fair meaning to all of their terms is essential to stable and well-functioning
insurance markets. A rule that would allow courts simply to nullify provisions in
an insurance contract in order to solve interpretive challenges would undercut the
entire concept of insurance, which is to mitigate risk through contract. Thus, it is
essential that this Court work to harmonize contractual provisions so as to give
each of them force and effect.
11. Condition C Is Compatible with, and Has Been Applied to. Pro Rata
Allocation.
The Second Circuit in Olin III faithfully followed this Court's guidance in
interpreting Condition C according to its plain terms. Under those plain terms, the
Second Circuit reasoned, there are "three requirements for the application of the
continuing coverage provision. First, there must be 'personal injury or property
11
damage.' Second, this personal injury or property damage must 'aris[e] out of an
occurrence covered' by the policy. And third, this personal injury or property
damage must be 'continuing at the time of termination' of the policy." Olin III,
704 F.3d at 100 (alteration in original). The Second Circuit found those three
requirements to be satisfied in the case before it and concluded that "[w]hen these
three conditions are met, the plain language of the provision requires the insurer to
indemnify the insured for personal injury or property damage continuing after the
termination of the policy." Id.
A. Olin III Was Premised on Pro Rata Allocation.
According to the Appellants, Olin III held that Condition C "fundamentally
alter[s] the allocation analysis in favor of all sums allocation," Warren Pumps Br.
36, and "rejected the excess carrier's request for pro-rata allocation." Id. at 37.
Appellants argue that "[i]t cannot be disputed that the outcome in Olin III... both
arises directly from the application of the prior insurance provision in that case and
bears absolutely no resemblance to a pro-rata allocation." Warren Pumps Reply
Br. 13.
That is simply wrong. Olin III accepted pro rata allocation of property
damage, consistent with the prior Second Circuit decision in Olin I. Indeed, the
Second Circuit did not question the district court's pro rata allocation of damage.
It held that "[ujnder Olin I, ... the $102 million in property damage in this case
12
should be allocated equally to each year in which the property damage occurred."
Olin III, 704 F.3d at 97. Therefore, it held, the district court was correct in
allocating $3.3 million in damage to each year between 1957 and 1987. Id.; id. at
102 ("[W]e follow the district court in allocating $3.3 million of damage to each
year between 1957 and 1987.").
Against the backdrop of that pro rata allocation, the Second Circuit then
applied Condition C, which obligated the "insurer [to] cover damage allocated pro
rata to years after the termination of the policy" under certain circumstances, id. at
103 - damage that the insurer otherwise would not have been required to cover
because it did not take place during the policy period. Id. at 101-03. The result
was that the insurer was responsible for property damage that took place
subsequent to the policy period - but only because that subsequent property
damage satisfied the specific terms of the second paragraph of Condition C. It
arose out of a covered occurrence, and it was continuing when the policy period
terminated.
B. Olin III Did Not Provide for All Sums Allocation, But Instead
Held that Condition C Is Compatible with Pro Rata Allocation.
Appellants are also wrong when they argue that "courts uniformly hold that
non-cumulation and prior insurance provisions preclude the application of pro-rata
allocation," Warren Pumps Reply Br. 18, and that "no legal support exists in any
jurisdiction" for the proposition that Condition C is compatible with pro rata
13
allocation. Warren Pumps Br. 39; see also Warren Pumps Resp. to Amicus Br. 14
(asserting that "every court ... has squarely recognized that non-cumulation and
prior insurance provisions are inherently incompatible with a pro-rata allocation
and compel an all sums allocation"). In fact, as the Second Circuit's careful and
thoughtful analysis in Olin III demonstrates, pro rata allocation does not preclude
giving full force and effect to Condition C.
Ironically, the insurer in Olin III made the same argument that Appellants
make here: that applying Condition C in the manner advocated by Olin would in
essence amount to joint and several liability for "all sums" arising from the
occurrence, in conflict with the Second Circuit's pro rata allocation decision in
Olin I. See Olin III, 704 F.3d at 102. The Second Circuit roundly rejected that
argument in holding for Olin. It acknowledged that its "prior holdings regarding
pro rata allocation and those of the New York state courts call for us to endorse the
pro rata allocation method and allocate $3.3 million in damage to each year from
1957 to 1987." Id. at 103. "But," it held, "the plain language of the continuing
coverage provision of Condition C extends liability temporally by providing that
the insurer will cover damage allocated pro rata to years after the termination of
the policy if that damage (1) is 'continuing' at the time of the policy's termination
and (2) arises from an occurrence covered by the policy." Id. (emphasis in
original).
14
As the court pointed out, its application of Condition C would not result in
an all-sums outcome, "given that the continuing coverage provision of Condition C
applies only to damages continuing after the termination the policy and is silent
regarding damages occurring before the policy period." Id. (emphasis in original).
Moreover, Condition C does not apply to all injuries covered by the policy that
were continuing when the policy period expired. The continuing coverage
provision of Condition C "covers only personal injury or property damage....
Thus, there is no continuing coverage for advertising liability," even though
advertising liability is covered when it takes place during the policy period. Id. at
100 n. 16 (emphasis in original).
Appellants thus mischaracterize Olin III when they claim that it adopted "the
essence of an all sums allocation." Warren Pumps Resp. to Amicus Br. 12. As
Olin III makes clear. Condition C extends coverage to continuing damage, but not
to pre-existing damage. Appellants claim that this is only because Olin "lacked
any incentive to argue, and therefore never argued, for the aggregation of pre-
policy period damages..." Id. at 12; Warren Pumps Reply Br. 13-15. That is
incorrect. Olin's position, and the holding of the Second Circuit, follows from the
plain language of Condition C, which extends coverage beyond the policy period
only for personal injury or property damage that is "continuing at the time of
termination of this Policy," A-l 176 (emphasis added). Condition C does not
15
create coverage for personal injury or property damage that took place prior to the
inception of the policy. Appellants may not be able to demonstrate that the
personal injury at issue in their case was "continuing," and thus Condition C may
not apply to their factual circumstances by its terms. Compare Resp. Br. 32 with
Warren Pumps Reply Br. 22-23. But any failure of proof by the Appellants in this
case is no reason to distort the plain meaning of Condition C.
In sum, far from holding that Condition C was "irreconcilably incompatible
with pro rata allocation," Warren Pumps Reply Br. 5, the Second Circuit held that
its interpretation "best harmonize[d] the plain language of Condition C" with its
prior decisions adopting pro rata allocation. Olin III, 704 F.3d at 103. As the court
explained, through Condition C, the insurer "has agreed to indemnify Olin not only
for damage taking place during the policy period but also continuing after the
termination of the policy. The provision thus simply adds additional years of
exposure [for the insurer], using the same pro rata allocation method for
determining the amount of damage attributed to each year." Id. at 102. The
Second Circuit's effort to harmonize the contractual provisions so as to give full
force and effect to each of them, rather than arbitrarily excising one of them from
the contract, is exactly what New York law instructs courts to do.
16
C. Contrary to Appellants1 Argument, the Second Circuit Applied
the Prior Insurance Provision of Condition C.
Appellants also claim that the Second Circuit in Olin III "never focused on"
the first paragraph of Condition C, Warren Pumps Br. 37, referred to in Olin III as
the "prior insurance provision," because "the policyholder in Olin had not
purchased any applicable prior insurance." Warren Pumps Br. 37. That, too, is
wrong.
As noted above, at issue in Olin III were two policies issued by American
Home - one covering 1966-69 and one covering 1969-72. Each had an attachment
point of $30.3 million and a per-occurrence limit of $1 million. The Second
Circuit held that, after applying Condition C, "$72.6 million in damage falls within
the coverage of the 1966-69 policy" - the total damage allocated to the years 1966-
1987 (22 years at $3.3 million per year) - "while $62.7 million falls within the
coverage of the 1969-72 policy" - the total damage allocated to the years 1969-
1987 (19 years at $3.3 million per year). Olin III, 704 F.3d at 105. The Second
Circuit thus recognized that Condition C made the insurer responsible for damage
that continued after the termination of its policy, but not for damage that had taken
place prior to its policy. Id. at 103. Otherwise, the 1969-72 policy would also
have been responsible for the damage taking place during 1966-69, which it was
not, and both policies would have been responsible for damage taking place prior
to 1966 (as far back as 1957, when the damage began), which they were not.
17
Because the $72.6 million of damage covered by the 1966-69 policy and the
$62.7 million of damage covered by the 1969-72 policy were more than the $30.3
million attachment point for both of those policies, the Court then applied the prior
insurance provision. It held that, if the 1966-69 policy provided coverage and paid
out its full occurrence coverage limit through the application of Condition C, the
per-occurrence limit of the 1969-72 policy needed to be correspondingly reduced
by the amount paid out under that prior policy, which was at the same layer of
coverage. As a result, "the most Olin can recover from the two American Home
policies is the policy limit of one policy, $1 million." Id. at 104-05. Thus,
contrary to Appellants' assertions, the Second Circuit did analyze and apply the
prior insurance provision of Condition C.
* * *
The Second Circuit thoughtfully and correctly applied Condition C,
consistent with pro rata allocation of property damage, in a manner that gave full
force and effect to Condition C. Its holding was consistent with New York law,
which requires courts to give full force and effect to each and every contractual
provision. Thus, the Appellants are wrong to suggest that the application of
Condition C in the context of pro rata allocation is "an allocation methodology that
no court ever has adopted," Warren Pumps Reply Br. 5, or that Condition C is
"irreconcilable" with pro rata allocation. Id. at 20.
18
CONCLUSION
Olin III demonstrates that Condition C is compatible with pro rata
allocation.
Dated: February 19,2016
Chicago, Illinois
CRAIG C. MARTIN (pro hac vice)
PETER J. BRENNAN
JENNER & BLOCK LLP
353 N. Clark Street
Chicago, Illinois 60654
(312)923-2776
(312) 840-7776 (fax)
E-mail: cmartin(S)Jenner.com
pbrennan@j enner. com
19
EXHIBIT 1
SUBSIDIARIES OF OLIN CORPORATION
(As of February 19,2016)
Comoanv
Blue Cube Holding LLC
Blue Cube Intermediate Holding 1 LLC
Blue Cube Intermediate Holding 2 LLC
Blue Cube International Holdings LLC
Blue Cube IP LLC
Blue Cube Operations LLC
Blue Cube Spinco Inc.
Henderson Groundwater LLC
HPCM LLC
Imperial West Chemical Co.
K. A. Steel Chemicals Inc.
K. A. Steel International
KAS Muscatine LLC
KNA California, Inc.
K.WT, Inc.
Olin Benefits Management, Inc.
Olin Business Holdings
Olin Chlor Alkali Logistics Inc.
Olin Chlorine 7, LLC (formerly Dow-Mitsui
Chlor-Alkali LLC)
Olin Engineered Systems, Inc.
Olin Funding Company LLC
Olin North American Holdings, Inc.
Olin Sunbelt, Inc.
Olin Sunbelt II, Inc.
Pioneer Americas LLC
Pioneer Companies, LLC
Pioneer (East), Inc.
Pioneer Licensing, Inc.
Pioneer Transportation LLC
Pioneer Water Technologies, Inc.
Sunbelt Chlor Alkali Partnership
TriOlin, LLC
U.S. Munitions, LLC
Winchester Ammunition, Inc.
Winchester Defense, LLC
Shareholders/
Members
Blue Cube Spinco Inc.
Blue Cube Holdings C.V.
Blue Cube Holdings C.V.
Blue Cube Spinco Inc.
Blue Cube Holding LLC
Blue Cube Holding LLC
Olin
Pioneer Americas LLC has a 1/3 ownership
in this limited liability company that will be
treated as a partnership for income tax
purposes
K. A. Steel Chemicals Inc.
Pioneer Companies, LLC
Olin
K. A. Steel Chemicals Inc.
K. A. Steel Chemicals Inc.
Imperial West Chemical Co.
Pioneer Water Technologies, Inc.
Olin
Olin Corporation;
Olin Engineered Systems, Inc.;
Pioneer Americas LLC
Olin Sunbelt, Inc.;
Olin Sunbelt 11, Inc.
Blue Cube Holding LLC
Olin
Olin
Olin
Olin
Olin
Olin Canada ULC
Olin North American Holdings, Inc.
Pioneer Companies, LLC
Pioneer Companies, LLC
Olin Business Holdings
Pioneer Companies, LLC
Olin Sunbelt, Inc.;
Olin Sunbelt II, Inc.
Olin
Joint venture company with
Winchester Defense, LLC;
BAE Systems Ordnance Systems, Inc.
Olin
Olin
% Ownership
100
100
100
100
100
100
100
33
100
100
100
100
100
100
100
100
62.05
36.15
1.80
50
50
100
100
100
100
100
100
100
100
100
100
100
100
50
50
100
49
51
100
100
Jurisdiction
DE
DE
DE
DE
DE
DE
DE
NV
DE
NV
DE
DE
IA
DE
DE
CA
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
DE
INTERNATIONAL
3229897 Nova Scotia Co.
BC Chemicals Singapore Pte. Ltd.
BC Quimica Brasil Comercio de Produtos
Quimicos Ltda. (See footnote for Subordinates)
BC Switzerland GmbH
Blue Cube Argentina Sri
Blue Cube Australia Pty Ltd
Blue Cube Belgium BVBA
Blue Cube Brasil Comercio de Produtos
Quimicos Ltda. (See footnote for Subordinates)
Blue Cube Chemicals FZE
Blue Cube Chemicals Hong Kong Limited
Blue Cube Chemicals India Private Limited
Blue Cube Chemicals Italy S.r.l.
Blue Cube Chemical Korea Ltd.
Blue Cube Chemicals Singapore Pte. Ltd.
Blue Cube Chemicals Singapore Pte. Ltd.
Taiwan Branch
Blue Cube Chemicals South Africa Pty Ltd
Blue Cube Chemicals (UK) Limited
Blue Cube Chemicals (Zhangjiagang) Co., Ltd.
Blue Cube Chemicals (Zhangjiagang) Co., Ltd.
Shanghai Branch
Blue Cube Chile Commercial Limitada
Blue Cube Columbia Ltda
Blue Cube Denmark ApS
Blue Cube France
Blue Cube Germany Assets GmbH & Co. KG
Blue Cube Germany Assets Management GmbH
Blue Cube Germany Productions GmbH & Co.
KG
Blue Cube Germany Productions Management
GmbH
Blue Cube Holdings C.V.
Blue Cube Holding LLC
Blue Cube Chemicals Singapore Pte.
Ltd.
Blue Cube Brasil Comercio de Produtos
Quimicos Ltda.
Nedastra Holding B.V.
Blue Cube Holding LLC
Blue Cube Chemicals Singapore Pte.
Ltd.
Nedastra Holding B.V.
Nedastra Holding B.V.
Nedastra Holding B.V.
Blue Cube Chemicals Singapore Pte.
Ltd.
Blue Cube Chemicals Singapore Pte.
Ltd.
Nedastra Holding B.V.
Blue Cube Chemicals (Zhangjiagang)
Co., Ltd.
Nedastra Holding B.V.
Blue Cube Chemicals Singapore Pte.
Ltd.
Nedastra Holding B.V.
Nedastra Holding B.V.
Blue Cube Chemicals Singapore Pte.
Ltd.
Blue Cube Chemicals (Zhangjiagang)
Co., Ltd.
Blue Cube Holding LLC
Blue Cube Holding LLC;
1% minority interest owned by Blue
Cube Operations LLC
Nedastra Holding B.V.
Nedastra Holding B.V.
Blue Cube Germany Productions
Management GmbH;
Blue Cube Germany Assets
Management GmbH
Nedastra Holding B.V.
Blue Cube Germany Productions
Management GmbH;
Blue Cube Germany Assets
Management GmbH
Nedastra Holding B.V.
Blue Cube International Holdings LLC;
Blue Cube Holding LLC
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
99
01
100
100
100
100
Nova Scotia,
Canada
Singapore
Brazil
Switzerland
Argentina
Australia
Belgium
Brazil
UAE
Hong Kong
India
Italy
Korea
Singapore
South Africa
United
Kingdom
China
Chile
Columbia
Denmark
France
Germany
Germany
Germany
Germany
Netherlands
Blue Cube Japan LLC
Blue Cube Mexico, S. de R.L. de C.V.
Blue Cube Netherlands B.V.
Blue Cube Poland Sp.z.o.o.
Blue Cube Rasha OOO
Blue Cube Servicios Administrativos S. de R. L.
de C.V.
Blue Cube Spain S.L. Sociedad Unipersonal
Blue Cube (Thailand) Company Limited
Blue Cube (Thailand) Company Limited Hong
Kong Branch
Blue Cube Turkey Kimyasal Uriinler Limited
Sirketi
CANSO Chemicals Limited
Olin Netherlands Holding B.V.
Nedastra Holding B.V.
Nedastra International C.V.
Nutmeg Insurance Limited
Olin Canada ULC
Winchester Australia Limited
Blue Cube Chemicals Singapore Pte.
Ltd.
Blue Cube Holding LLC;
2% minority interest owned by Blue
Cube Operations LLC
Nedastra Holding B.V.
Nedastra Holding B.V.
Nedastra Holding B.V.
Blue Cube Holding LLC;
10% minority interest owned by Blue
Cube Operations LLC
Nedastra Holding B.V.
Blue Cube Holding LLC;
0.001% minority interest owned by Blue
Cube Operations LLC;
0.001% minority interest owned by Blue
Cube IP LLC
Blue Cube (Thailand) Company Limited
Nedastra Holding B.V.
Olin Canada ULC;
Northern Pulp is the other 50% owner
(Pioneer related)
Nedastra International C.V.
Nedastra International C.V.
Blue Cube Intermediate Holding 1 LLC;
Blue Cube Intermediate Holding 2 LLC
Olin
Olin North American Holdings, Inc.
Olin
100
98
2
100
100
100
90
10
100
99.998
0.001
0.001
100
100
50
50
100
100
100
100
100
Japan
Mexico
Netherlands
Poland
Russia
Mexico
Spain
Thailand
Turkey
Nova Scotia,
Canada
Netherlands
Netherlands
Netherlands
Bermuda
Nova Scotia,
Canada
Australia
Subordinates of Blue Cube Brasil Comercio de Produtos Quimicos Ltda.:
• Branch of Blue Cube Brasil Comercio de Produtos Quimicos Ltda.
• Sao Paulo Branch of Blue Cube Brasil Comercio de Produtos Quimicos Ltda.
• Bahia Branch of Blue Cube Brasil Comercio de Produtos Quimicos Ltda. (Caustic Soda)
• Parana Branch of Blue Cube Brasil Comercio de Produtos Quimicos Ltda. (Caustic Soda)
Subordinate of BC Quimica Brasil Comercio de Produtos Quimicos Ltda.:
• Branch of BC Quimica Brasil Comercio de Produtos Quimicos Ltda.
The following subsidiaries are dormant and are 100% directly or Indirectly owned by Olin:
Bridgeport Brass Corporation
Dairy Holdings, Inc.
Hunt Trading Co.
International Foils. Inc.
Lectranator Corporation
ETC Reserve Corp.
Mathieson Pan-American Chemical Corporation
Monarch Brass & Copper Corp.
Monarch Brass & Copper of New England Corp.
New Haven Copper Company
Old Atlanta, Inc.
Old Jacksonville, Inc.
Old Johnson City, Inc.
Olin American, Inc.
Olin American Properties, Inc.
Olin Chlor Alkali Products Sales Corporation
Olin Far East, Limited
Olin Financial Services Inc.
Olin Specialty Metals Corp.
Ravenna Arsenal, Inc.
SEFCO Holdings, Inc.
The Winchester Repeating Arms Company
TriStar Sports, Inc.
Waterbury Rolling Mills, Inc.
Winchester Homes, Inc.
International:
Olin Chlor Alkali Products Canadian Sales Corporation
Olin Hunt Specialty Products S.r.l.
Reductone Brasil Ltda.
Tristar Sports GmbH
TriMark Sportartikel GmbH
CERTIFICATE OF SERVICE
Ashley N. Van Zelst, an attorney, certifies that she caused three copies of the
Brief for ^m/CM5 Curiae Olin Corporation to be served on all counsel of record via
overnight mail on the 19th day of February 2016.
Ashley N. Van Zelst