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                                                                    Exhibit 99.1

               INFORMATION RELEVANT TO FORWARD-LOOKING STATEMENTS

(The terms "our", "we" and "the Company", as used herein, refer to Millennium
Chemicals Inc.)

THE CYCLICALITY AND VOLATILITY OF THE CHEMICAL INDUSTRY MAY ADVERSELY AFFECT OUR
INCOME AND CASH FLOW LEVELS, AND MAY CAUSE FLUCTUATIONS IN OUR RESULTS OF
OPERATIONS.

Our income and cash flow levels reflect the cyclical nature of the chemical
industries in which we operate. Certain of these industries are mature and
sensitive to cyclical supply and demand balances. In particular, the markets for
ethylene and polyethylene, in which we participate through our interest in
Equistar, are highly cyclical, resulting in volatile profits and cash flow over
the business cycle. Further, the global markets for TiO[u]2, VAM, acetic acid
and our fragrance and flavor chemicals are cyclical, although to a lesser
degree. The balance of supply and demand in the markets in which we and Equistar
do business, as well as the level of inventories held by downstream customers,
has a direct effect on the sales volumes and prices of our products as well as
Equistar's. For example, if supply exceeds demand, producers are often pressured
to maintain sales volumes with customers and, consequently, pressure to reduce
prices may result. This is especially true in periods of economic decline or
uncertainty, when demand may be limited and the economic conditions create
caution on the part of customers to build inventory. Reaction by producers,
including us and Equistar, is dependent on the particular circumstances in
effect at the time, but could include meeting competitive price reductions,
short-term curtailment of production, and longer-term temporary or permanent
plant shutdowns. In contrast, we believe that, over a business cycle, the
markets for specialty chemicals are generally more stable in terms of industry
demand, selling prices and operating margins.

Demand for TiO[u]2 is influenced by changes in the gross domestic product of
various regions of the world and has fluctuated from year to year. The industry
is also sensitive to changes in its customers' marketplaces, which are primarily
the paint and coatings, plastics and paper industries. In recent history,
consolidations and negative business conditions within certain of those
industries have put pressure on TiO[u]2 prices as companies compete to keep
volumes placed.

Demand for ethylene, its derivatives and acetyls has fluctuated from year to
year. These industry segments are particularly sensitive to capacity additions.
Producers have historically experienced alternating periods of inadequate
capacity, resulting in increased selling prices and operating margins, followed
by periods of large capacity additions, resulting in declining capacity
utilization rates, selling prices and operating





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margins. Profitability is further influenced by fluctuations in the price of
feedstocks for ethylene, which generally follow price trends for crude oil or
natural gas.

The ethylene industry has experienced significant capacity additions. Additional
capacity at a time of weak demand could result in declining capacity utilization
rates, selling prices and margins, which could negatively affect Equistar's
results of operations. We cannot assure you that future growth in product demand
will be sufficient to utilize any additional capacity.

Different facilities may have differing operating rates from period-to-period
depending on supply and demand for the product produced at the facility during
that period, which may be affected by many factors, such as energy costs,
feedstock costs and transportation costs. As a result, individual facilities may
be operated below or above rated capacities, may be idled or may be shut down
and restarted in any period. It is possible that lower demand in the future will
cause us to reduce operating rates.

OUR BUSINESS AND EQUISTAR'S BUSINESS ARE SUBJECT TO MATERIAL FLUCTUATIONS DUE TO
EXTERNAL FACTORS WHICH MAY NEGATIVELY AFFECT OUR AND EQUISTAR'S FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

External factors beyond our control, such as general economic conditions,
competitor actions, international events and governmental regulation in the
United States and abroad, can cause fluctuations in demand for our products,
fluctuations in prices and margins and volatility in the price of raw materials
that we purchase. In particular, demand within the primary end-markets for our
and Equistar's products is generally a function of regional economic conditions
in geographic areas in which sales are generated. In addition, our business
depends on the free flow of products and services through the channels of
commerce. In the past year, in response to terrorists' activities and threats
aimed at the United States, transportation, mail, financial and other services
have been slowed. Further delays or stoppages in transportation, mail, financial
and other services could have a material adverse effect on our business, results
of operations and financial condition. Furthermore, we may experience an
increase in operating costs, such as costs for transportation, insurance and
security as a result of these activities and threats. To the extent the U.S.
economy is adversely affected by terrorist activities and potential activities,
and events in the Middle East, any economic downturn could adversely impact our
results of operations, impair our ability to raise capital or otherwise
adversely affect our ability to grow our business. These external factors
can magnify the impact of industry cycles. As a result, our income and cash
flow are subject to material fluctuations. The cash distributions we expect
to receive from Equistar may be affected by the same or similar external
factors.





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OUR PARTICIPATION IN THE EQUISTAR JOINT VENTURE EXPOSES US TO RISKS OF SHARED
CONTROL AND FUTURE CAPITAL COMMITMENTS WHICH, AMONG OTHER THINGS, MAY ADVERSELY
AFFECT EQUISTAR'S BUSINESS OR OUR RESULTS OF OPERATIONS.

We rely, in part, on cash distributions from Equistar. We did not receive any
cash distributions from Equistar during 2001 or 2002, and it is uncertain
whether we will receive any distributions during the remainder of 2003. Our cash
flow could be adversely affected by actions taken by Equistar or our partner in
Equistar or by conditions that affect Equistar or its business. In particular,
if our partner in Equistar does not fulfill its obligations under the Equistar
partnership agreement, Equistar may not be able to operate according to its
business plan. If this were to occur, our results of operations could be
adversely affected. In addition, although unanimous consent of all of Equistar's
partners is required for aggregate partner contributions not contemplated by an
approved strategic plan that exceed $100 million in any given year or $300
million in a five-year period, we may be required, without our consent, to
contribute amounts up to our pro rata portion of such amounts or an unlimited
amount to allow Equistar to achieve or maintain compliance with certain health,
safety and environmental laws. If we fail to contribute these amounts, we may
have to sell our interest in Equistar to our partner at a price or on terms
which may be unfavorable to us.

RISING COSTS OF ENERGY AND OTHER RAW MATERIALS MAY RESULT IN INCREASED OPERATING
EXPENSES AND REDUCED RESULTS OF OPERATIONS.

We purchase large amounts of raw materials for our businesses. The cost of these
materials, in the aggregate, represents a substantial portion of our operating
expenses. The prices and availability of these raw materials vary with market
conditions and may be highly volatile. In addition, we use large amounts of
energy in our operations. Recently, natural gas costs have trended upward. As
these costs rise, operating expenses will likely increase and could have a
particularly negative impact on Equistar and our Acetyls business segment. From
time to time, we may enter into transactions to manage the volatility of such
costs, but we cannot assure you that these actions will have a favorable impact
on our results of operations nor can we assure you that we will continue to
enter into such transactions in the future.

There have been in the past and will likely be in the future periods of time
when we are unable to pass raw material price increases on to our customers in
whole or in part. Customer consolidation in our TiO[u]2 business has made it
more difficult to pass costs along to customers, so that increased raw material
prices negatively affect our operating margins.





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In our Titanium Dioxide and Related Products business segment, titanium-bearing
ores are our primary raw materials, but we also purchase large quantities of
chlorine, sulfuric acid, caustic soda, petroleum products and metallurgical
coke, aluminum, sodium silicate, oxygen and nitrogen. In our Acetyls business
segment, our primary raw materials are natural gas, carbon monoxide, methanol
and ethylene, and in our Specialty Chemicals business segment, our primary raw
materials are crude sulfate turpentine, or CST, and gum turpentine or their
derivatives. In addition, Equistar purchases petroleum liquids, including
naptha, condensates and gas oils and natural gas liquids, including ethane,
propane and butane.

We use natural gas as a feedstock and as a source of energy. Fluctuations in the
price of natural gas affect our operating expenses which, in turn, affect our
results of operations. Our Acetyls business segment has the largest exposure to
natural gas costs. Our Titanium Dioxide and Related Products and Specialty
Chemicals business segments are impacted to a lesser extent.

Due to the commodity nature of most of Equistar's products, Equistar is
generally not able to protect its market position by product differentiation and
may not be able to pass on all cost increases to its customers. Accordingly,
increases in raw material and other costs may not necessarily correlate with
changes in product prices, either in the direction of the price change or in
magnitude. As a result, changes in the prices of commodities and raw materials
and other costs will affect Equistar's income and cash flow which will, in turn,
affect our financial condition and results of operations.

WE HAVE A LIMITED NUMBER OF SUPPLIERS FOR SOME OF OUR RAW MATERIALS, AND IF ONE
OF THESE SUPPLIERS WERE UNABLE TO MEET ITS OBLIGATIONS, WE COULD INCUR SUPPLY
SHORTAGES OR PRICE INCREASES FOR OUR RAW MATERIALS.

The Company has a limited number of suppliers for some of its raw materials, and
the number of sources for and availability of raw materials is specific to the
particular geographic region in which a facility is located. In 2002, the
Company and its consolidated subsidiaries purchased 76% of their
titanium-bearing ores from two suppliers, Rio Tinto Iron & Titanium Inc.
(through its affiliates Richards Bay Iron & Titanium (Proprietary) Limited and
QIT-Fer et Titane Inc.) and Iluka Resources Limited under multiple year
contractual commitments. In addition, they obtain chlorine and caustic soda
exclusively from one supplier for their Australian operations under a long-term
supply agreement. For their other TiO[u]2 manufacturing plants, there are
multiple suppliers for these raw materials and they are generally purchased
through short-term contracts. They also purchase all of their ethylene
requirements from Equistar under a supply contract based on market prices. In
addition, they purchase all of their carbon monoxide from Linde AG pursuant to a
long-term contract based primarily on the cost of production. Each of the
chloride TiO[u]2 manufacturing plants has long-term supply agreements for
oxygen and nitrogen through either `over the fence' suppliers dedicated to the
site or through a direct pipeline arrangement. Each of these contracts is an





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exclusive supply contract. Accordingly, if one of these suppliers were unable to
meet its obligations under present supply arrangements, we could suffer reduced
supplies or be forced to incur increased prices for our raw materials.

Equistar purchases the majority of its natural gas and petroleum liquids
requirements through contractual arrangements from a variety of third-party
domestic and foreign sources, as well as on the spot market from third-party
domestic and foreign sources.

OPERATING PROBLEMS IN OUR OR EQUISTAR'S BUSINESS MAY MATERIALLY ADVERSELY AFFECT
OUR PRODUCTIVITY AND PROFITABILITY.

The occurrence of material operating problems at our or Equistar's facilities,
including, but not limited to, the events described below, may have a material
adverse effect on the productivity and profitability of a particular
manufacturing facility, or on our or Equistar's operations as a whole, during
and after the period of such operational difficulties. Our income is dependent
on the continued operation of our and Equistar's various production facilities
and the ability to complete construction projects on schedule. Our and
Equistar's manufacturing operations are subject to the usual hazards associated
with chemical manufacturing and the related storage and transportation of raw
materials, products and wastes, including pipeline leaks and ruptures,
explosions, fires, inclement weather and natural disasters, mechanical failure,
unscheduled downtime, labor difficulties, transportation interruptions and
environmental hazards, such as chemical spills, discharges or releases of toxic
or hazardous substances or gases, storage tank leaks and matters resulting from
remedial activities. These hazards can cause personal injury and loss of life,
severe damage to or destruction of property and equipment and environmental
contamination and other environmental damage, and may result in suspension of
operations and the imposition of civil or criminal penalties. Furthermore, we
and Equistar are also subject to present and future claims with respect to
workplace exposure, workers' compensation and other matters.

BECAUSE THE COMPANY' OPERATIONS ARE CONDUCTED WORLDWIDE, THEY ARE AFFECTED BY
RISKS OF DOING BUSINESS ABROAD, INCLUDING CURRENCY RISK.

The Company and its consolidated subsidiaries generate revenue from export
sales, or sales outside the United States by their domestic operations, as well
as from their operations conducted outside the United States. They sell their
products to more than 90 countries. Sales outside the United States by their
domestic operations amounted to approximately 14% of total revenues in 2002.
Revenue from non-United States operations amounted to approximately 45% of total
revenues in 2002, principally reflecting the operations of the Titanium Dioxide
and Related Products business segment in Europe, Brazil and Western Australia.
Identifiable assets of the non-United States operations represented 36% of total
identifiable assets at





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December 31, 2002, principally reflecting the assets of these operations. In
addition, they obtain a portion of their principal raw materials from sources
outside the United States. Ores used in the production of TiO[u]2 are obtained
from suppliers in South Africa, Australia, Canada and the Ukraine, along with
that from The Company's own mining operations in Brazil, and a portion of their
requirements of CST and gum turpentine and its derivatives is obtained from
suppliers in South America, and in the past they have fulfilled a portion of
these requirements from Indonesia and other Asian countries as well as Europe.

The Company's international operations are subject to the risks of doing
business abroad, including fluctuations in currency exchange rates,
transportation delays and interruptions, political and economic instability and
disruptions, restrictions on the transfer of funds, the imposition of duties and
tariffs, import and export controls, changes in governmental policies, labor
unrest and current and changing regulatory environments. These events could have
an adverse effect on their international operations in the future by reducing
the demand for their products, decreasing the prices at which they can sell
their products or otherwise having an adverse effect on their business,
financial condition or results of operations. We cannot assure you that they
will continue to be found to be operating in compliance with applicable customs,
currency exchange control regulations, transfer pricing regulations or any other
laws or regulations to which they may be subject.

The functional currency of each of The Company' non-United States operations
(principally, the operations of its Titanium Dioxide and Related Products
business segment in the United Kingdom, France, Brazil and Australia) is the
local currency. Exchange rates between these currencies and U.S. dollars in
recent years have fluctuated significantly and may do so in the future. As a
result of translating the functional currency financial statements of all their
foreign subsidiaries into United States dollars, consolidated shareholders'
equity increased by approximately $27 million during 2002. However, consolidated
shareholders' equity decreased by approximately $13 million during 2001. Future
events, which may significantly increase or decrease the risk of future movement
in foreign currencies in which they conduct their business, cannot be predicted.

In addition, The Company and its consolidated subsidiaries generate revenue from
export sales and operations conducted outside the United States that may be
denominated in currencies other than the relevant functional currency. The
Company and its consolidated subsidiaries hedge certain revenues and costs to
minimize the impact of changes in the exchange rates of those currencies
compared to the respective functional currencies. They do not use derivative
financial instruments for trading or speculative purposes. Net foreign currency
transactions aggregated a gain of $3 million in 2002 and aggregated a loss of $7
million in 2001. It is possible that fluctuations in foreign exchange rates will
have a negative effect on their results of operations.





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WE AND EQUISTAR ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL REGULATIONS AND
ENVIRONMENTAL LIABILITIES THAT COULD REQUIRE US TO EXPEND MATERIAL AMOUNTS IN
COMPLIANCE, REMEDIATION, LITIGATION AND SETTLEMENT COSTS AND JUDGMENTS.

Both our businesses and those of Equistar are subject to extensive requirements
concerning the protection of the environment, including those governing
discharges of pollutants in the air and water, the generation, management and
disposal of hazardous substances and wastes and other materials and the
remediation of contamination and contaminated sites. The operation of any
chemical manufacturing plant and the distribution of chemical products entail
risks under environmental laws. We and Equistar could incur material
liabilities, including clean-up costs, fines and civil and criminal sanctions
and claims by third parties for property damage and personal injury, as a result
of violations of or liabilities under environmental laws with respect to our
operations and those of Equistar. In addition, potentially significant
expenditures could be required in connection with any investigation and
remediation of threatened or actual pollution, increases in production that
trigger more significant requirements under existing environmental laws or
requirements under future environmental laws.

Equistar's principal executive offices and many of its plants are located in and
around Houston, Texas. The eight-county Houston/Galveston region has been
designated a severe non-attainment area for ozone by the EPA. The Texas
Commission on Environmental Quality, or TCEQ, has submitted a plan to the EPA to
demonstrate compliance with the ozone standard by the year 2007. Compliance with
this plan, if implemented, will result in increased capital investment by
Equistar, which could be between $200 million and $260 million before the 2007
deadline, as well as higher annual operating costs for Equistar and could
potentially affect cash distributions from Equistar to us. In addition, under
the partnership agreement relating to Equistar, Equistar can require unlimited
capital contributions from each partner on a pro rata basis for certain
environmental compliance costs, such as these. The timing and amount of these
expenditures are subject to regulatory and other uncertainties, including
litigation, as well as obtaining the necessary permits and approvals.

While we believe that our businesses and the businesses of Equistar generally
operate in compliance with applicable environmental requirements and that we
maintain adequate reserves with respect to our remediation obligations and the
environmental proceedings in which we, our subsidiaries or Equistar have been
named as defendants or potentially responsible parties, there can be no
assurance that actual costs and liabilities for environmental matters will not
exceed the forecasted amounts or that estimates made with respect to
indemnification obligations will be accurate.





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Certain of our subsidiaries have been named as defendants, potentially
responsible parties, or both, in a number of cleanup proceedings with respect to
various sites. In the most significant of these proceedings, one of our
subsidiaries is named as one of four potentially responsible parties at the
Kalamazoo River Superfund Site in Michigan at which the EPA is considering
selection of a remedial alternative to address polychlorinated biphenyls
contamination of river sediments. In October 2000, the Kalamazoo River Study
Group (of which our subsidiary is a member) submitted to the State of Michigan a
Draft Remedial Investigation and Draft Feasibility Study, which evaluated a
number of remedial options and recommended a remedy involving the stabilization
of several miles of river bank and the long-term monitoring of river sediments
at a total cost of approximately $73 million. Other possible remedial
alternatives range from no action at no further cost to the complete dredging of
contaminated river sediments at a total cost for all parties of approximately
$2.5 billion. Based on current information, including the levels of known
contaminants, we believe that the selection of the remedial alternative
involving complete dredging of river sediments is remote. Our liability at the
site will depend on many factors, including the ultimate remedy selected by the
EPA, a determination of final allocation, the number of other potentially
responsible parties and their financial viability and the remediation methods
and technologies available.

It is possible that costs will be incurred with respect to sites or
indemnification obligations that currently are unknown, or as to which it is
currently not possible to make an estimate.

WE SELL OUR PRODUCTS IN MATURE AND HIGHLY COMPETITIVE INDUSTRIES AND FACE PRICE
PRESSURE IN THE MARKETS IN WHICH WE OPERATE.

The global markets in which our chemical businesses and the businesses of
Equistar operate are highly competitive. Competition is based on a number of
factors, such as price, product quality and service. Some of our competitors may
be able to drive down prices for our products because they have costs that are
lower than ours. In addition, some of our competitors may have greater
financial, technological and other resources than ours, and may be better able
to withstand changes in market conditions. Our competitors may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements than we can. Further, consolidation of our competitors or customers
in any of the industries in which we compete may have an adverse effect on us.
The occurrence of any of these events could adversely affect our financial
condition and results of operations.





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PROCEEDINGS RELATING TO THE ALLEGED EXPOSURE TO LEAD-BASED PAINTS AND LEAD
PIGMENTS COULD REQUIRE US TO EXPEND MATERIAL AMOUNTS IN LITIGATION AND
SETTLEMENT COSTS AND JUDGMENTS.

Together with other alleged past manufacturers of lead-based paint and lead
pigments for use in paint, we have been named as defendants in various legal
proceedings alleging that we and other manufacturers are responsible for
personal injury, property damage, and remediation costs allegedly associated
with the use of these products. The plaintiffs in these legal proceedings
include municipalities, counties, school districts, individuals and the State of
Rhode Island, and seek recovery under a variety of theories, including
negligence, failure to warn, breach of warranty, conspiracy, market share
liability, fraud, misrepresentation and nuisance. All these legal proceedings
other than the Rhode Island proceeding discussed below are in various pre-trial
stages. The first phase of a proposed multi-phase trial in the Rhode Island
proceeding commenced on September 4, 2002. On October 29, 2002, the judge in the
case declared a mistrial after the jury declared itself deadlocked. The sole
issue before the jury was whether lead pigment in paint in and on Rhode Island
buildings constitutes a 'public nuisance'. On March 20, 2003, the Court denied
the motions for judgment as a matter of law filed by both sides during the
trial. The State of Rhode Island may seek a new trial. We have not accrued any
reserves for the Rhode Island proceeding or any other lead-based paint and
lead pigment litigation. We believe that we have valid defenses to all the
lead-based paint and lead pigment proceedings and are vigorously defending
them. However, litigation is inherently subject to many uncertainties. We
cannot assure you that additional lead-based paint and lead pigment litigation
will not be filed against us in the future asserting similar or different
legal theories and seeking similar or different types of damages and relief or
that any liability we incur with respect to these matters will not be
material. Adverse court rulings or determinations of liability, among other
factors, could affect this litigation by encouraging an increase in the number
of future claims and proceedings. In addition, from time to time, legislation
and administrative regulations have been enacted or proposed to impose
obligations on present and former manufacturers of lead-based paint and lead
pigment respecting asserted health concerns associated with such products or
to overturn successful court decisions.

Due to the uncertainties involved, we are unable to predict the outcome of
lead-based paint and lead pigment litigation, the number or nature of possible
future claims and proceedings, or the effect that any legislation and/or
administrative regulations may have on the litigation against us. In addition,
management cannot reasonably estimate the scope or amount of the costs and
potential liabilities related to such litigation, or any such legislation and
regulations. As indicated above, we have not accrued any amounts for such
litigation. However, based upon, among other things, the outcome of such
litigation to date, including the dismissal of most of the over 50 lead-based
paint and lead pigment lawsuits brought in recent years, management does not
currently believe that the costs or potential liabilities ultimately determined
to be





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attributable to us arising out of such litigation will have a material adverse
effect on our consolidated financial position, results of operations or cash
flows.

OTHER PROCEEDINGS AND CLAIMS COULD REQUIRE US TO EXPEND MATERIAL AMOUNTS IN
LITIGATION AND SETTLEMENT COSTS AND JUDGMENTS.

The Company and certain of its subsidiaries are defendants in a number of
pending legal proceedings relating to their present and former operations. In
addition to the environmental matters and lead-based paint and lead pigment
litigation referred to above, these legal proceedings include several
proceedings alleging injurious exposure of the plaintiffs to various chemicals
and other materials on the premises of, or manufactured by, the Company's
current and former subsidiaries, including asbestos. For example, Millennium
Petrochemicals is one of a number of defendants in 80 active, premises-based
asbestos cases (i.e., where the alleged exposure to asbestos-containing
materials was to employees of third-party contractors or subcontractors on the
premises of certain facilities, and did not relate to any products manufactured
or sold by us or any of our predecessors). Millennium Petrochemicals is also one
of a number of defendants in one inactive, premises-based asbestos case which
the court has placed on a formal registry for dormant claims, for which no
litigation obligations attach and no defense costs are being incurred. The
Company is responsible for these cases under its agreements with Equistar which
require it to assume responsibility and indemnify Equistar for them; however,
under these agreements, Equistar will be required to assume responsibility and
indemnify Millennium Petrochemicals for any such claims filed on or after
December 1, 2004. In addition, the Company is one of a number of defendants in
approximately 50 asbestos cases in connection with the operations of its
predecessors at other facilities which also typically involve multiple
plaintiffs. Additional cases may be filed in the future for which the Company
may be responsible. We cannot assure you that any liability we incur with
respect to any present or future asbestos cases against us will not be material
to us (including taking into account insurance, which will not be available for
most of these cases).

On January 16, 2002, Slidell Inc. filed a lawsuit against Millennium Inorganic
Chemicals alleging breach of contract and other related causes of action arising
out of a contract between the two parties for the supply of packaging equipment.
We believe we have substantial defenses to these allegations and have filed a
counterclaim against Slidell. In addition, The Company may be subject to
potential unknown liabilities associated with its present and former operations,
including tax liabilities and environmental liabilities, arising from the
operations of its predecessors and prior owners or operators of its sites or
operations for which it may be responsible.

Although, based upon information currently available, we do not believe that the
outcome of the proceedings described above will, either individually or in the
aggregate, have a material adverse effect on





<PAGE>

our consolidated financial position, results of operations or cash flows,
litigation is subject to many uncertainties and we cannot guarantee any
particular result.

OUR SUBSTANTIAL INDEBTEDNESS CAUSES US TO HAVE SIGNIFICANT DEBT SERVICE
OBLIGATIONS, WHICH REDUCES OUR CASH FLOW AVAILABLE TO FUND OPERATIONS.

The Company and its consolidated subsidiaries have substantial indebtedness and,
as a result, significant debt service obligations. As of December 31, 2002,
their total indebtedness outstanding aggregated approximately $1,224 million
(excluding unused commitments and $23 million of outstanding undrawn standby
letters of credit), representing approximately 74% of their total
capitalization. In addition, the Company' debt instruments permit the Company
and its consolidated subsidiaries to incur or guarantee certain additional
indebtedness, subject to certain limitations. Our debt service obligations
reduce our cash flow available to fund our operations and future business
requirements.

OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR ABILITY TO OPERATE OUR
BUSINESS AND LIMIT OUR ABILITY TO OBTAIN ADDITIONAL FINANCING.

     The degree of our leverage could have significant consequences to holders
of exchange notes, including:

     -- limiting our ability to obtain additional financing on satisfactory
        terms to fund our business and operations;

     -- increasing our vulnerability to general economic downturns and adverse
        competitive and industry conditions, which could place us at a
        competitive disadvantage;

     -- increasing our exposure to interest rate increases because a portion
        of our borrowings are at variable interest rates;

     -- and limiting our flexibility in planning for, or reacting to, changes
        in our business and the chemical industry.





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SERVICING OUR DEBT OBLIGATIONS REQUIRES A SIGNIFICANT AMOUNT OF CASH, AND OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

Our ability to satisfy our debt service obligations will depend, among other
things, upon our future operating performance, the future operating performance
of Equistar and our ability to refinance indebtedness when necessary. Each of
these factors is to a large extent dependent on economic, financial, competitive
and other factors beyond our control. The amount of cash distributions we
receive from Equistar will be affected by its results of operations and cash
flow and by the agreements under which it operates. We did not receive any cash
distributions from Equistar during 2001 or 2002 and it is unlikely that we will
receive any distributions during 2003. If, in the future, we cannot generate
sufficient cash from our operations and from Equistar to meet our debt service
obligations, we may need to reduce or delay capital expenditures or curtail
research and development efforts. In addition, we may need to refinance our
debt, obtain additional financing or sell assets, which we may not be able to do
on commercially reasonable terms, if at all. We cannot assure you that our
business or that of Equistar will generate sufficient cash flow, or that we will
be able to obtain funding, sufficient to satisfy our debt service obligations.

RESTRICTIONS IMPOSED BY OUR DEBT INSTRUMENTS MAY LIMIT OUR ABILITY TO FINANCE
FUTURE OPERATIONS OR CAPITAL NEEDS OR ENGAGE IN OTHER BUSINESS ACTIVITIES THAT
MAY BE IN OUR INTEREST. OUR FAILURE TO COMPLY WITH THESE RESTRICTIONS COULD LEAD
TO AN ACCELERATION OF OUR INDEBTEDNESS.

Our debt instruments contain numerous financial and operating covenants that,
among other things, limit The Company' and its subsidiaries' ability to (1)
incur additional indebtedness, (2) repurchase or redeem capital stock, (3)
create liens or other encumbrances, (4) redeem debt that is junior in right of
payment to the notes, (5) make certain payments and investments, including
dividend payments, (6) enter into sale/leaseback transactions, (7) sell or
otherwise dispose of assets, (8) merge or consolidate with other entities or (9)
engage in certain transactions with subsidiaries and affiliates and otherwise
restrict corporate activities. Our bank credit agreement also requires us to
meet certain financial ratios and tests. Agreements governing future
indebtedness could also contain significant financial and operating
restrictions. Our ability to comply with these restrictions may be affected by
factors beyond our control. A failure to comply with the obligations contained
in our bank credit agreement or our indentures could result in an event of
default under our bank credit agreement or the indentures, which could permit
acceleration of the related debt and acceleration of debt under other
instruments that may contain cross-acceleration or cross-default provisions. We
are not certain whether we would have, or be able to obtain, sufficient funds to
make these accelerated payments. In that event, the lenders under our bank
credit agreement could proceed against our assets that secure their debt.