PPG being unable to obtain any remaining regulatory approvals required to complete the Transactions, or such required approvals delaying the Transactions or resulting in the imposition of conditions that could have a material adverse effect on us or causing the companies to abandon the Transactions;

other conditions to the closing of the Transactions not being satisfied;

a material adverse change, event or occurrence affecting Georgia Gulf or the PPG Chlor-alkali and Derivatives Business prior to the closing of the Transactions delaying the Transactions or causing the companies to abandon the Transactions;

problems arising in successfully integrating the PPG Chlor-alkali and Derivatives Business and Georgia Gulf, which may result in us not operating as effectively and efficiently as expected;

the possibility that the Transactions may involve other unexpected costs, liabilities or delays;

the businesses of each respective company being negatively impacted as a result of uncertainty surrounding the Transactions;

disruptions from the Transactions harming relationships with customers, employees or suppliers; and

uncertainties regarding (1) future prices, (2) industry capacity levels and demand for our products, (3) raw materials and energy costs and availability, feedstock availability and prices, (4) changes in governmental and environmental regulations, the adoption of new laws or regulations that may make it more difficult or expensive to operate Georgia Gulf’s businesses or manufacture its products before the Transactions or to operate our businesses or manufacture its products after the Transactions, (5) Georgia Gulf’s ability to generate sufficient cash flows from its businesses before the Transactions or our ability to generate sufficient cash flows from its businesses after the Transactions, (6) future economic conditions in the specific industries to which our products are sold and (7) global economic conditions.

“Additional Agreements” means the Employee Matters Agreement, the Tax Matters Agreement, the Shared Facilities, Services and Supply Agreement, the Transition Services Agreement, the Servitude Agreement, the Electric Generation, Distribution and Transmission Facilities Lease, the Chlorine, Liquid Caustic Soda and Hydrochloric Acid Sales Agreements and the Real Property Agreement;

“Chlorine, Liquid Caustic Soda and Hydrochloric Acid Sales Agreements” means those certain agreements to be entered into at the date of the Separation between PPG and Georgia Gulf;

“Combined Company,” “we,” “us” and “our” refer to Georgia Gulf Corporation and its consolidated subsidiaries, including Splitco and its consolidated subsidiaries, upon the consummation of the Merger;

“Distribution” means the distribution by PPG of its shares of Splitco common stock to the holders of shares of PPG common stock by way of an exchange offer and, with respect to any shares of Splitco common stock that are not subscribed for in the exchange offer, a pro rata distribution to the holders of shares of PPG common stock;

“The Electric Generation, Distribution and Transmission Facilities Lease” means the Generation, Distribution and Transmission Facilities Lease to be entered into at the date of the Separation between PPG and Splitco;

“Employee Matters Agreement” means the Employee Matters Agreement, dated as of July 18, 2012, by and among Georgia Gulf, PPG and Splitco;

“GAAP” means generally accepted accounting principles in the United States;

“Georgia Gulf” refers to Georgia Gulf Corporation and its consolidated subsidiaries prior to the consummation of the Merger;

“Georgia Gulf common stock” means the common stock, par value $0.01 per share, of Georgia Gulf;

“Merger” means the combination of Georgia Gulf’s business and the PPG Chlor-alkali and Derivatives Business through the merger of Merger Sub with and into Splitco, whereby the separate corporate existence of Merger Sub will cease and Splitco will continue as the surviving company and as a wholly-owned subsidiary of Georgia Gulf, as contemplated by the Merger Agreement;

“Merger Agreement” means the Agreement and Plan of Merger, dated as of July 18, 2012, by and among PPG, Splitco, Georgia Gulf and Merger Sub, as amended by Amendment No. 1 to the Merger Agreement, dated as of August 31, 2012;

“Merger Sub” means Grizzly Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Georgia Gulf, and, unless the context otherwise requires, its subsidiaries;

“PPG” means PPG Industries, Inc., a Pennsylvania corporation, and, unless stated otherwise or the context otherwise requires, its subsidiaries, other than Splitco and any of its subsidiaries;

“PPG Chlor-alkali and Derivatives Business” means substantially all of the assets and liabilities of the business of PPG relating to the production of chlorine, caustic soda and related chemicals to be transferred to Splitco pursuant to the terms and conditions contained in the Separation Agreement;

“PPG common stock” means the common stock, par value $1.66 2/3 per share, of PPG;

“PPG Debt” means the senior unsecured bridge loans in the amount of $688.0 million incurred by PPG on January 3, 2013 pursuant to that certain 180-day credit agreement among PPG, the lenders from time to time party thereto and Barclays Bank plc, as administrative agent;

“Real Property Agreement” means the Real Property Agreement to be entered into at the date of the Separation, between PPG and Eagle Natrium LLC;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act of 1933, as amended;

“Separation” means the transfer by PPG of the assets and liabilities related to the PPG Chlor-alkali and Derivatives Business, including certain subsidiaries of PPG, to Splitco;

“Separation Agreement” means the Separation Agreement, dated as of July 18, 2012, between PPG and Splitco;

“Servitude Agreement” means the Servitude Agreement to be entered into at the date of the Separation between PPG and Splitco;

“Shared Facilities, Services and Supply Agreement” means the Shared Facilities, Services and Supply Agreement to be entered into at the date of the Separation between PPG and Splitco;

“Special Distribution” means the distribution to be made in connection with the Transactions by Splitco to PPG consisting of (1) the cash proceeds of approximately $212.0 million from the Term Facility and (2) all or a portion of the Splitco notes;

“Splitco” means Eagle Spinco Inc., a Delaware corporation, and, prior to the Merger, a wholly-owned subsidiary of PPG, and, unless stated otherwise or the context otherwise requires, its subsidiaries;

“Splitco common stock” means the common stock, par value $0.001 per share, of Splitco;

“Splitco Debt Exchange” means the transfer of all or a portion of the Splitco notes by PPG on the closing date of the Merger to the Splitco notes initial purchasers or their affiliates in satisfaction of all or a portion of the PPG Debt held by affiliates of the Splitco notes initial purchasers;

“Splitco notes” means $688.0 million in aggregate principal amount of     % Senior Notes due 2021 to be issued by Splitco that will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of the existing and future domestic subsidiaries of Splitco and, upon consummation of the Merger, by Georgia Gulf and each of its existing and future domestic subsidiaries that guarantees the notes offered hereby;

“Splitco notes initial purchasers” means the initial purchasers in the Splitco notes offering;

“Splitco notes selling securityholders” means the Splitco notes initial purchasers and affiliates of the Splitco notes initial purchasers that will act as selling securityholders in the Splitco notes offering. The Splitco notes selling securityholders will receive all or a portion of the Splitco notes from PPG in the Splitco Debt Exchange in satisfaction of all or a portion of the PPG Debt held by affiliates of the Splitco notes initial purchasers;

“Splitco notes offering” means the offering and sale of the Splitco notes by the Splitco notes selling securityholders and, if applicable, Splitco though the Splitco notes initial purchasers in a private offering to be made in reliance on one or more exemptions from the registration requirements of the Securities Act;

“Tax Matters Agreement” means the Tax Matters Agreement to be entered into at the date of the Separation by and among Georgia Gulf, PPG and Splitco;

“TCI” means Taiwan Chlorine Industries, Ltd., a joint venture between PPG and China Petrochemical Development Corporation;

“TCI Interests” means the shares of TCI owned by PPG as of the date of the Merger Agreement, which represent a 60 percent interest in TCI;

“Term Facility” means the approximately $212.0 million in new bank debt to be incurred by Splitco under a senior secured term loan facility, which debt will be obligations of Splitco and its subsidiaries and, upon consummation of the Transactions, guaranteed by Georgia Gulf and each of its existing and future domestic subsidiaries (other than certain excluded subsidiaries) (the amount of the Term Facility is subject to adjustment in certain circumstances and may (1) increase or decrease based on the working capital adjustment contained in the Merger Agreement or (2) decrease by an amount equal to $12.0 million plus the amount of any net proceeds from the Splitco notes offering used to fund the Special Distribution in the event the TCI Interests are not owned by Splitco immediately prior to the consummation of the Merger);

“Transactions” means the transactions contemplated by the Merger Agreement and the Separation Agreement, which provide for, among other things, the Separation, the Term Facility, the Splitco notes, the Splitco Debt Exchange, the Distribution and the Merger; and

“Transition Services Agreement” means the Transition Services Agreement to be entered into at the date of the Separation between PPG and Splitco.

Results of Operations:

Net sales

Operating costs and expenses:

Cost of sales

Selling, general and administrative

Long-lived asset impairment charges

Transaction related costs, Restructuring and other, net

Other charges

Other earnings

(Gains) on sale of assets

Total operating costs and expenses

Operating income

Interest expense, net

Loss on redemption and other debt costs

Foreign exchange loss

Income before income taxes

Provision for income taxes

Net income

Less: net income attributable to noncontrolling interest

Net income attributable to controlling shareholders

Financial Highlights:

Total assets

Total liabilities

Other Selected Data:

Adjusted EBITDA(2)

Capital expenditures

Net income

Net income attributable to non-controlling interests

Provision for income taxes

Interest income

Loss on redemption and other debt costs

Interest expense

Depreciation and amortization expense(b)

Long-lived asset impairment charges

Transaction related costs, restructuring and other, net

(Gains) on sale of assets(c)

Other(d)

Adjusted EBITDA

Net income

Net income attributable to non-controlling interests

(Benefit) provision for income taxes

Interest income

Interest expense

Depreciation and amortization expense(b)

Transaction related costs, restructuring and other, net

(Gains) on sale of assets(c)

Other(d)

Adjusted EBITDA

Net income

Net income attributable to non-controlling interests

(Benefit) provision for income taxes

Interest income

Loss on redemption and other debt costs

Interest expense

Depreciation and amortization expense(b)

Long-lived asset impairment charges

Restructuring costs

(Gains) on sale of assets(c)

Other(d)

Adjusted EBITDA

(in millions)

An increase in depreciation expense resulting from an increase in the value of the PPG Chlor-alkali and Derivatives Business’s property, plant and equipment

An increase in amortization expense resulting from adjustments to intangible assets

Depreciation and amortization expense pro forma acquisition adjustment included in the reconciliation of Adjusted EBITDA to net income (loss) determined in accordance with GAAP

Assets

Cash and cash equivalents

Receivables, net of allowance for doubtful accounts

Inventories

Prepaid expenses and other

Deferred income taxes

Other

Total current assets

Property, plant and equipment, net

Investments

Goodwill

Intangible assets, net

Deferred income taxes

Other assets, net

Total assets

Liabilities and Stockholders’ Equity

Current portion of long-term debt

Accounts payable

Interest payable

Income taxes payable

Accrued compensation

Other accrued liabilities

Total current liabilities

Long-term debt

Lease financing obligation

Liability for unrecognized income tax benefits

Deferred income taxes

Other non-current liabilities

Total liabilities

Commitments and contingencies

Stockholders’ equity:

Common stock

Additional paid-in capital

Accumulated other comprehensive loss, net of tax

Retained earnings (deficit)

Parent company investment

Noncontrolling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

Net Sales

Operating costs and expenses:

Cost of sales

Selling, general and administrative

Transaction related costs, restructuring and other, net

Depreciation and amortization

Research and development

Other charges

Other earnings