<PAGE>

================================================================================
                      SECURITIES AND EXCHANGE  COMMISSION
                            Washington, D.C.  20549
                              Amendment No. 1 on
                                  FORM 10-K/A


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
                  For the fiscal year ended December 31, 2000
                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
    For the transition period from__________________ to __________________
                       Commission file number  333-88057


                      HUNTSMAN INTERNATIONAL HOLDINGS LLC


              (Exact name of registrant as specified in charter)


              Delaware                                 87-0630359
     (State or other jurisdiction of                 (I.R.S. employer
     incorporation or organization)               identification no.)

           500 Huntsman Way
         Salt Lake City, Utah                            84108
(Address of principal executive offices)              (Zip code)


      Registrant's telephone number, including area code:  (801) 584-5700


   Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes: [X]    No [ ]


             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


   Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [ ]  No [ ]

   At March 20, 2001, 1,000 membership interests of Huntsman International
Holdings LLC were outstanding.


================================================================================
<PAGE>

             HUNTSMAN INTERNATIONAL HOLDINGS LLC AND SUBSIDIARIES
                         2000 FORM 10-K ANNUAL REPORT

                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                     PART I

 ITEM 1.    BUSINESS.......................................................  3

 ITEM 2.    PROPERTIES..................................................... 18

 ITEM 3.    LEGAL PROCEEDINGS.............................................. 19

 ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............ 19

                                    PART II

 ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND
            RELATED STOCKHOLDER MATTERS.................................... 19

 ITEM 6.    SELECTED FINANCIAL DATA........................................ 19

 ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS...................................... 20

 ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.... 28

 ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................... 29

 ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE....................................... 29

                                    PART III

 ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............. 30

 ITEM 11.   EXECUTIVE COMPENSATION......................................... 33

 ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT..................................................... 35

 ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 35

                                    PART IV

 ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
            FORM 8-K....................................................... 41

 SIGNATURE................................................................. 46




                                       2
<PAGE>

             HUNTSMAN INTERNATIONAL HOLDINGS LLC AND SUBSIDIARIES
                         2000 FORM 10-K ANNUAL REPORT


EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K for Huntsman
International Holdings LLC (the "Company") for the fiscal year ended December
31, 2000, as filed with the Securities and Exchange Commission on March 21, 2001
(the "Report"), is being filed to amend and restate in its entirety the initial
filing.  In addition to making minor typographical and grammatical changes
throughout the Report, this Amendment No. 1 makes the following amendments to
Item 6,  Item 7, Item 8, Item 11 and Item 14:

     (a)  Items 6, 7 and 8:  to revise the Selected Financial Data, certain
          financial tables and data and the Consolidated Financial Statements to
          (i) correct typographical and transposition errors and (ii) align
          certain numerical information in the consolidated statement of cash
          flows under the appropriate period end heading;

     (b)  Item 11:  to revise Item 11 to correctly reflect the Company's chief
          executive officer and the remaining four most highly compensated
          executive officers at the end of the last fiscal year; and

     (c)  Item 14: to replace the Indenture included in the initial filing as
          Exhibit 10.10 with the Amended and Restated Indenture, which was
          inadvertently omitted in the initial filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements that involve risks and
uncertainties, including statements about our plans, objectives, goals,
strategies and financial performance.  Our actual results could differ
materially from the results anticipated in these forward-looking statements.
Some of the factors that could negatively affect our performance are discussed
in "Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations - Cautionary Statement for Forward-Looking Information"
and elsewhere in this report.

                                     PART I

ITEM 1.  BUSINESS

General

Huntsman International Holdings LLC, formerly known as Huntsman ICI Holdings LLC
("Holdings" or the "Company"), is a global manufacturer and marketer of
specialty and commodity chemicals through our three principal businesses:
Specialty Chemicals, Petrochemicals and Tioxide ("TiO2").  We believe that our
company is characterized by  low cost operating capabilities; a high degree of
technological expertise; a diversity of products, end markets and geographic
regions served; significant product integration; and strong growth prospects.

Our company, a Delaware limited liability company, was formed in 1999 in
connection with a transaction between our company, Huntsman International LLC,
our wholly-owned subsidiary that was formerly known as Huntsman ICI Chemicals
LLC ("Huntsman International"), Huntsman Specialty Chemicals Corporation
("HSCC") and Imperial Chemicals Industries PLC ("ICI").  In connection with the
transaction, we acquired, on June 30, 1999, ICI's polyurethane chemicals,
selected petrochemicals and TiO2 businesses and HSCC's propylene oxide ("PO")
business. We also acquired BP Chemicals Limited's ("BP Chemicals") 20% ownership
interest in the Wilton olefins facility and certain related assets.  We
transferred the acquired businesses to Huntsman International and to its
subsidiaries.  Our membership interests are owned 60% by HSCC, 30% by ICI and
its affiliates and 10% by institutional investors.



                                       3
<PAGE>

Recent Events

Issuance of Eu200 Million Senior Subordinated Notes

On March 13, 2001, Huntsman International completed an offering of its 10-1/8%
Senior Subordinated Notes due 2009, resulting in net proceeds of approximately
Eu204 million, including Eu4.0 million of interest accrued from January 1, 2001
paid by the purchasers.  The terms of these notes are substantially similar to
the terms of its outstanding senior subordinated notes.  Huntsman International
intends to use the proceeds of this offering to finance our acquisition of
Albright & Wilson's surfactants business.  See "Acquisition of Surfactants
Business".

Expansion of Huelva, Spain Plant

On March 9, 2001, we announced our intention to expand the annual production
capacity of our TiO2 plant at our Huelva, Spain facility by approximately 17,000
tonnes.  Following this $40 million expansion, our Huelva facility will have an
annual TiO2 production capacity of approximately 97,000 tonnes.  The expansion
is expected to be completed in late 2002.

Acquisition of Surfactants Business

On February 27, 2001 and pursuant to the terms of a letter of intent, we entered
into a definitive purchase agreement with several affiliates of Rhodia S.A.
relating to our planned purchase of the European surfactants business of
Albright & Wilson, a subsidiary of Rhodia. Albright & Wilson's surfactants
business participates in the anionic sulfonated surfactants and non-ionic
ethoxylated surfactants markets.

The surfactants business that we plan to acquire manufactures, develops and
markets a wide range of surfactants and surfactant intermediates used primarily
in consumer detergents, toiletries, baby shampoos and personal care products. It
also is a major producer of surfactants and specialty products for industrial
uses including leather and textile treatment, foundry and construction,
agriculture, polymers and coatings, and includes a facility for the manufacture
of fatty alcohol, a key surfactants intermediate raw material. The proposed
acquisition will include seven manufacturing facilities: one in the U.K., and
two sites in each of Italy, France and Spain. We anticipate that we will work
cooperatively with Rhodia in the joint operation and management of the U.K.
site.

Under the purchase agreement among us, Rhodia and its affiliates, we will
acquire all of the issued and outstanding stock of Albright & Wilson Srl,
Albright & Wilson Lavera SAS, and Albright & Wilson Iberica S.A. We will also
purchase the assets of several of Albright & Wilson's surfactants manufacturing
and sales sites in Europe, including sites in Whitehaven, Warley and Oldbury in
the U.K. The aggregate purchase price (including the purchase price prepayment
of approximately Eu5.1 million) that we will pay to Rhodia is Eu205 million,
which is subject to adjustment in certain circumstances. We intend to use the
proceeds of Huntsman International's recent offering of senior subordinated
notes to fund the purchase price of this acquisition. If we complete the
acquisition, Rhodia has agreed to indemnify us against a specified list of
matters, including certain contingent liabilities, up to a maximum aggregate
amount equal to seventy-five percent (75%) of the total purchase price paid by
us. Although we expect to complete the acquisition by March 31, 2001, we cannot
give any assurance as to when the transaction will be completed, if at all.

Proposed Investment by Bain Capital in Huntsman Corporation

On February 23, 2001, Huntsman Corporation ("Huntsman"), affiliates of which own
60% of our membership interests, announced that it had entered into a letter of
intent with Bain Capital, Inc. relating to a proposed investment by Bain in
Huntsman. The letter of intent contemplates that Huntsman and Bain will
negotiate definitive agreements pursuant to which Bain will invest over $600
million in Huntsman in exchange for a minority equity interest in Huntsman. If
the parties complete their proposed transaction, then Huntsman intends to use a
substantial portion of the proceeds received from Bain to finance the purchase
of our membership interests that are held by ICI and affiliates of Goldman
Sachs, as described under "Sale by ICI of Our Equity Interests".



                                       4
<PAGE>

Acquisition of Ethyleneamines Business

On February 9, 2001, we completed our acquisition of the global ethyleneamines
and related businesses of The Dow Chemical Company for an aggregate purchase
price of approximately $33 million, excluding accounts receivable and accounts
payable. We believe that we now have the world's second largest production
capacity for ethyleneamines, which are a family of highly versatile performance
chemicals with a wide variety of end-use applications including lube oil
additives, epoxy hardeners, wet strength resins, chelating agents and
fungicides. The acquisition of this business provides us with ethyleneamines and
aminoethylethanolamines production facilities in Freeport, Texas and a long-term
supply arrangement for up to 50% of the existing production capacity of Dow's
ethyleneamines plant at Terneuzen, Netherlands.  The acquired business is
included in the Specialty Chemicals division of the Company.

Securitization of Receivables

On December 21, 2000, we entered into a securitization program arranged by The
Chase Manhattan Bank under which certain trade receivables were and will be
transferred to a special purpose securitization entity.  The acquisition of
these receivables by the entity was financed through the issuance of commercial
paper.  We received $175 million in proceeds from the securitization transaction
which were used to reduce our outstanding indebtedness.

Sale by ICI of Holdings' Equity Interests

In November 2000, ICI entered into agreements with HSCC, our company and
Huntsman International, under which ICI has an option to transfer to HSCC or its
permitted designated buyers, and HSCC or its permitted designated buyers have a
right to buy, the membership interests in our company that are indirectly held
by ICI for approximately $365 million plus interest from November 30, 2000 until
the completion of such sale. Unless waived by ICI, the right of HSCC or its
designees to buy the membership interests (which expires if not exercised by
July 2001) is contingent upon the completion of the resale by ICI of our 8%
Senior Subordinated Reset Discount Notes. Additionally, ICI may only exercise
its option to transfer the membership interests to HSCC between April 2001 and
July 2001.

In addition, and in the event that ICI completes the transfer of its membership
interests in our company as described in the preceding paragraph, the affiliates
of The Goldman Sachs Group who collectively own 1.1% of our outstanding
membership interests have agreed to transfer those interests to HSCC, or its
designee, in exchange for approximately $13.5 million plus interest from
November 30, 2000 until the completion of such sale.

Our agreements with ICI also permit ICI to resell, subject to certain
conditions, our Senior Subordinated Reset Discount Notes, settle certain
outstanding indemnification matters under the contribution agreement, provide
for the finalization of certain ancillary agreements contemplated by the
contribution agreement and establish new contractual terms with respect to ICI's
obligation to transfer to us its interests in Nippon Polyurethane Industry Co.
Ltd. See "Item 13 - Certain Relationships and Related Transactions".

We expect that a substantial portion of the proceeds from the proposed
investment of Bain in Huntsman Corporation will be used by HSCC or other
affiliates of Huntsman Corporation to finance the purchase of our membership
interests held by ICI and the Goldman Sachs affiliates. See "Proposed Investment
by Bain Capital in Huntsman Corporation".

Specialty Chemicals

 General

Our Specialty Chemicals business is composed of the polyurethane chemicals
business that we acquired from ICI, the PO business that we acquired from HSCC,
the thermoplastic polyurethane ("TPU") business that we acquired from Rohm and
Haas Company in August 2000 and the ethyleneamines business that we acquired
from Dow Chemical Company in February 2001.



                                       5
<PAGE>

We are one of the leading polyurethane chemicals producers in the world in terms
of production capacity.  We market a complete line of polyurethane chemicals,
including methylene diphenyl diisocyanate ("MDI"), toluene diisocyanate ("TDI"),
TPU, polyols, polyurethane systems and aniline, with an emphasis on MDI-based
chemicals.  We believe that we have the world's second largest production
capacity for MDI and MDI-based polyurethane systems, with an estimated 24%
global MDI market share;  the fourth largest producer of TPU, with an estimated
11% global TPU market share; and the second largest producer of ethyleneamines,
with an estimated 23% global ethyleneamines market share.  Our customers produce
polyurethane products through the combination of an isocyanate, such as MDI or
TDI, with polyols, which are derived largely from PO and ethylene oxide.
Primary polyurethane end-uses include automotive interiors, refrigeration and
appliance insulation, construction products, footwear, furniture cushioning,
adhesives and other specialized engineering applications.

Our Specialty Chemicals business is widely recognized as an industry leader in
utilizing state-of-the-art application technology to develop new polyurethane
chemical products and applications.  Approximately 30% of our 2000 polyurethane
chemicals sales were generated from products and applications introduced in the
previous three years.  Our rapid rate of new product and application development
has led to a high rate of product substitution, which in turn has led to MDI
sales volume growth for our business of approximately 9.2% per year over the
past ten years, a rate in excess of the industry growth rate. Largely as a
result of our technological expertise and history of product innovation, we have
enjoyed long-term relationships with a diverse customer base.

We believe that we own the world's two largest MDI production facilities in
terms of capacity, located in Rozenburg, Netherlands and Geismar, Louisiana.
These facilities receive raw materials from our aniline facilities located in
Wilton, U.K. and Geismar, Louisiana, which in the terms of production capacity
are the world's two largest aniline facilities.  Since 1996, we have invested
over $600 million to significantly enhance our production capabilities through
the rationalization of our older, less efficient facilities and the
modernization of our newer facilities at Rozenburg and Geismar.

We are one of three North American producers of PO.  Our customers process PO
into derivative products such as polyols for polyurethane products, propylene
glycol ("PG"), and various other chemical products.  End uses for these
derivative products include applications in the home furnishings, construction,
appliance, packaging, automotive and transportation, food, paints and coatings
and cleaning products industries.  We believe that we are also the third largest
U.S. marketer of PG, which is used primarily to produce unsaturated polyester
resins for bath and shower enclosures and boat hulls, and to produce heat
transfer fluids and solvents.  As a co-product of our PO manufacturing process,
we also produce methyl tertiary butyl ether ("MTBE"), which is an oxygenate that
is blended with gasoline to reduce harmful vehicle emissions and to enhance the
octane rating of gasoline.

We use our proprietary technology to manufacture PO and MTBE at our state-of-
the-art facilities in Port Neches, Texas. This facility, which is the most
recently built PO manufacturing facility in North America, was designed and
built under the supervision of Texaco and began commercial operations in August
1994.  Since acquiring the facility in 1997, we have increased its PO capacity
by approximately 30% through a series of low cost process improvement projects.
The current capacity of the PO facility is approximately 525 million pounds of
PO per year.  We produce PG under a tolling arrangement with Huntsman
Petrochemical Corporation, which has the capacity to produce approximately 130
million pounds of PG per year at a neighboring facility.

Our Specialty Chemicals business accounted for 47% of net sales in 2000, and, on
a pro forma basis, accounted for 48% and 46% of our net sales in 1999 and 1998,
respectively.

 Industry Overview

The polyurethane chemicals industry is estimated to be a $24 billion global
market, consisting primarily of the manufacture and marketing of MDI, TDI and
polyols.  MDI is used primarily in rigid foam, conversely, TDI is used primarily
in flexible foam applications.  Polyols, including polyether and polyester
polyols, are used in conjunction with MDI and TDI in rigid foam, flexible foam
and other non-foam applications.  TPU is used in flexible elastomers and other
specialty non-foam applications.  PO, one of the principal raw materials for
polyurethane chemicals, is primarily used in consumer durables.



                                       6
<PAGE>

MDI.  MDI has a substantially larger market size and a higher growth rate than
TDI.  MDI's leadership in the polyurethane chemicals market primarily results
from its superior properties and ability to be used in a more diverse range of
polyurethane applications than TDI.  Since 1992, the global consumption of MDI
has grown at a compound rate of 8.1%, which exceeds both GDP growth and TDI
consumption growth during the same period.  The U.S. and European markets
consume the largest quantities of MDI.  There are four major producers of MDI:
Bayer, Huntsman International, BASF and Dow.

TDI.   The TDI market generally grows at a rate consistent with GDP and exhibits
relatively stable prices.  The four largest TDI producers supply approximately
60% of global TDI demand.  The consumers of TDI consist primarily of numerous
manufacturers of flexible foam blocks sold for use as furniture cushions and
mattresses. Flexible foam is typically the first polyurethane market to become
established in developing countries, and, as a result, development of TDI demand
typically precedes MDI demand.

TPU.  In August 2000, we completed our acquisition of the Morton global TPU
business from Rohm and Haas Company.  The acquired TPU business adds production
capacity in Osnabruck, Germany and Ringwood, Illinois, which complements our
existing footwear-based TPU business.  TPU is high quality material with unique
qualities such as durability, flexibility, strength, abrasion-resistance, shock
absorbency and chemical resistance.  We can tailor its performance
characteristics to meet the specific requirements of our customers, such as for
use in injection molding and components for the automotive and footwear
industries.  It is also extruded into films and profiles and finds a wide
variety of applications in the coatings, adhesives, sealants and elastomers
("CASE") markets.

Polyols.   Polyols are reacted with isocyanates, primarily MDI and TDI, to
produce finished polyurethane products.  In the U.S., approximately 77% of all
polyols produced are used in polyurethane foam applications.  In 2000,
approximately two-thirds of the polyols used in polyurethane applications were
processed with TDI to produce flexible foam blocks and the remaining one-third
was processed in  various applications that meet the specific needs of
individual customers.  The creation of a broad spectrum of polyurethane products
is made possible through the different combinations of the various polyols with
MDI, TDI and other isocyanates.  The market for specialty polyols that are
reacted with MDI has been growing at approximately the same rate as MDI
consumption.  We believe that the growth of commodity polyols demand has
paralleled the growth of global GDP.

Ethyleneamines. In February 2001, we completed our acquisition of the global
ethyleneamines business of The Dow Chemical Company. The acquired ethyleneamines
business adds production capacity in Freeport, Texas and a long-term supply
arrangement for up to 50% of the existing production capacity of Dow's
ethyleneamines plant in Terneuzen, Netherlands. Ethyleneamines are highly
versatile performance chemicals with a wide variety of end-use applications
including lube oil additives, epoxy hardeners, wet strength resins, chelating
agents and fungicides.

Aniline.   Aniline is an intermediate chemical used primarily as a raw material
to manufacture MDI.  Approximately 80% of all aniline produced is consumed by
MDI producers, while the remaining 20% is consumed by synthetic rubber and dye
producers.  Generally, most aniline produced is either consumed downstream by
the producers of the aniline or is sold to third parties under long-term supply
contracts.

PO.  Demand for PO depends largely on overall economic demand, especially that
for consumer durables.  Consumption of PO in the U.S. represents approximately
40% of global consumption.  Two U.S. producers, Lyondell and Dow, account for
approximately 90% of North American PO production.  We believe that Dow consumes
approximately 70% of their North American PO production in their North American
downstream operations, and that approximately 50% of Lyondell's North American
PO production is consumed internally or sold to Bayer, which recently acquired
Lyondell's polyols business.

MTBE.   We currently use our entire production of  tertiary butyl alcohol
("TBA"), a co-product of our PO production process to produce MTBE.  MTBE is an
oxygenate that is blended with gasoline to reduce harmful vehicle emissions and
to enhance the octane rating of gasoline.  Historically, the refining industry
utilized tetra ethyl lead as the primary additive to increase the octane rating
of gasoline until health concerns resulted in the removal of tetra ethyl lead
from gasoline.  This led to the increasing use of MTBE as a component in
gasoline during the 1980s.  U.S. consumption of MTBE has grown at a compound
annual rate of 15.2% in the 1990s due primarily to the implementation of federal
environmental standards that require improved gasoline quality through the use
of




                                       7
<PAGE>

oxygenates. MTBE has experienced strong growth due to its ability to satisfy the
oxygenation requirement of the Clean Air Act Amendments of 1990 with respect to
exhaust emissions of carbon monoxide and hydrocarbon emissions from automobile
engines. Some regions of the U.S. have adopted this oxygenate requirement to
improve air quality even though they may not be mandated to do so by the Clean
Air Act. While this trend has further increased MTBE consumption, the use of
MTBE is becoming increasingly controversial and may be substantially curtailed
or eliminated in the future by legislation or regulatory action. See "MTBE
Developments".

 Sales and Marketing

We manage a global sales force at 45 locations with a presence in 33 countries,
which sells our polyurethane chemicals to over 2000 customers in 67 countries.
Our sales and technical resources are organized to support major regional
markets, as well as key end-use markets which require a more global approach.
These key end-use markets include the appliance, automotive, footwear,
furniture, construction, binders and CASE industries.

Approximately 50% of our polyurethane chemicals sales are in the form of
"systems" in which we provide the total isocyanate and polyol formulation to our
customers in a ready-to-use form.  Our ability to supply polyurethane systems is
a critical factor in our overall strategy to offer comprehensive product
solutions to our customers.  We have strategically located our polyol blending
facilities, commonly referred to in the chemicals industry as "systems houses",
close to our customers, enabling us to focus on customer support and technical
service.  We believe this customer support and technical service system
contributes to customer retention and also provides opportunities for
identifying further product and service needs of customers.  We intend to
increase the utilization of our systems houses to produce and market greater
volumes of polyols and MDI polyol blends.

We have entered into contractual arrangements with Huntsman Corporation and
Huntsman Petrochemical Corporation under which Huntsman Corporation and Huntsman
Petrochemical Corporation provide us with all of the management, sales,
marketing and production personnel required to operate our PO business and our
MTBE business.  See "Item 13 - Certain Relationships and Related Transactions".
We believe that the extensive market knowledge and industry experience of the
sales executives and technical experts provided to us by Huntsman Corporation
and Huntsman Petrochemical Corporation, in combination with our strong emphasis
on customer relationships, has facilitated our ability to establish and maintain
long-term customer contracts.  Due to the specialized nature of our markets, our
sales force must possess technical knowledge of our products and their
applications.  Our strategy is to continue to increase sales to existing
customers and to attract new customers by providing quality products, reliable
supply, competitive prices and superior customer service.

Based on current production levels, we have entered into long-term contracts to
sell 100% of our PO to customers including Huntsman Petrochemical Corporation
through 2007.  Other contracts provide for the sale of our MTBE production to
Texaco and BP Amoco. More than half of our annual MTBE production is committed
to Texaco and BP Amoco, with our contract with Texaco expiring in 2007.   In
addition, over 70% of our current annual PG production is sold pursuant to long-
term contracts.

 Manufacturing and Operations

Our primary Specialty Chemicals facilities are located at Geismar, Louisiana;
Port Neches, Texas; Rozenburg, Netherlands; and Wilton, U.K. Our Geismar
expansion was completed in 2000, giving it the largest production capacity for
nitrobenzene, aniline and MDI in the world.



                                       8
<PAGE>

The following chart provides information regarding the capacities of our primary
facilities:

<TABLE>
<CAPTION>
                                                                Annual Capacities (in millions)
                                ------------------------------------------------------------------------------------------------
           Location               MDI     TDI  Polyols  TPU   Aniline     Nitrobenzene    Ethyleneamines  PO     PG      MTBE
------------------------------  --------  ---  -------  ---  ----------  ---------------  --------------  ---  ------  ---------
                                                              (pounds)                                                 (gallons)
<S>                             <C>       <C>  <C>      <C>  <C>         <C>              <C>             <C>  <C>     <C>
Geismar, Louisiana(1)             840(1)   90      160           830(2)         1,200(2)
Freeport, Texas                                                                                      160
Osnabruck, Germany                                  20   30
Port Neches, Texas                                                                                        525  130(3)       260
Ringwood, Illinois                                       20
Rozenburg, Netherlands            620              120
Shepton Mallet, U.K.                                50
Wilton, U.K.                                                     660              810
                              -------------------------------------------------------------------------------------------------
Total                           1,460      90      350   50    1,490            2,010                160  525  130          260
                              =================================================================================================
</TABLE>

(1)  The Geismar facility is owned as follows: we own 100% of the MDI, TDI and
     polyol facilities, and Rubicon, Inc., a manufacturing joint venture with
     Crompton Corp. in which we own a 50% interest, owns the aniline and
     nitrobenzene facilities.  Rubicon is a separate legal entity that operates
     both the assets that we own jointly with Crompton Corp. and our wholly-
     owned assets at Geismar.
(2)  We have the right to approximately 73% of this capacity under the Rubicon
     joint venture arrangements.
(3)  We produce under a tolling arrangement with Huntsman Petrochemical
     Corporation.

Since 1996, over $600 million has been invested to improve and expand our MDI
production capabilities through the rationalization of older, less efficient
facilities and the modernization of newer facilities.  We expect to pursue
future plant expansions and capacity modification projects when justified by
market conditions.

In addition to MDI, we produce TDI and polyols at our Geismar facility and
polyols and polyol blends at our Rozenburg facility.  We manufacture TDI and
polyols primarily to support our MDI customers' requirements.  We believe the
combination of our PO business, which produces the major feedstock for polyols,
with our polyols business creates an opportunity to expand our polyols business
and market greater volumes of polyols through our existing sales network and
customer base.

We use a proprietary manufacturing process to manufacture PO.  We own or license
all technology, processes and patents developed and utilized at this facility.
Our process reacts isobutane and oxygen in proprietary oxidation (peroxidation)
reactors, thereby forming tertiary butyl hydroperoxide ("TBHP") and TBA which
are further processed into PO and MTBE, respectively.  Because our PO production
process is less expensive relative to other technologies and allows all of our
PO co-products to be processed into saleable or useable materials, we believe
that our PO production technology possesses several distinct advantages over its
alternatives.

Rubicon Joint Venture.   We are a 50% joint venture owner, along with Crompton
Corp., of Rubicon, Inc. which owns aniline, nitrobenzene and diphenlylamine
("DPA") manufacturing facilities in Geismar, Louisiana.  In addition to
operating our 100% owned MDI, TDI and polyol facilities at Geismar, Rubicon also
operates the joint venture's aniline, nitrobenzene and DPA facilities and is
responsible for providing other auxiliary services to the entire Geismar
complex.  We are entitled to approximately 80% of the nitrobenzene and aniline
production capacity of Rubicon, and Crompton Corp. is entitled to 100% of the
DPA production.  As a result of this joint venture, we are able to achieve
greater scale and lower costs for our products than we would otherwise have been
able to obtain.

Raw Materials.   The primary raw materials for polyurethane chemicals are
benzene and PO.  Benzene is a widely-available commodity that is the primary
feedstock for the production of MDI.  Approximately one-third of the raw
material costs of MDI is attributable to the cost of benzene.  Our integration
with our suppliers of benzene, nitrobenzene and aniline provides us with a
competitively priced supply of feedstocks and reduces our exposure to supply
interruption.

A major cost in the production of polyols is attributable to the cost of PO.  We
believe that the integration of our PO business with our polyurethane chemicals
business will give us access to a competitively priced, strategic source of PO
and the opportunity to further expand into the polyol market.  The primary raw
materials used in our PO



                                       9
<PAGE>

production process are butane/isobutane, propylene, methanol and oxygen, which
accounted for 61%, 20%, 13%, and 3%, respectively, of total raw material costs
in 2000. We purchase our raw materials primarily under long-term contracts.
While most of these feedstocks are commodity materials generally available to us
from a wide variety of suppliers at competitive prices in the spot market, we
purchase all of the propylene used in the production of our PO from Huntsman
Petrochemical Corporation, and through Huntsman Petrochemical Corporation's
pipeline which is the only propylene pipeline connected to our PO facility.

 Competition

The polyurethane chemicals business is characterized by a small number of
competitors, including BASF, Bayer, Dow and Lyondell.  While these competitors
produce various types and quantities of polyurethane chemicals, we focus on MDI
and MDI-based polyurethane systems.  We compete based on technological
innovation, technical assistance, customer service, product reliability and
price.  In addition, our polyurethane chemicals business also differentiates
itself from its competition in the MDI market in two ways: (1) where price is
the dominant element of competition, our polyurethane chemicals business
differentiates itself by its high level of customer support including
cooperation on technical and safety matters; and (2) elsewhere, we compete on
the basis of product performance and our ability to react to customer needs,
with the specific aim of obtaining new business through the solution of customer
problems.  Nearly all the North American PO production capacity is located in
the U.S. and controlled by three producers, Lyondell, Dow, and ourselves.  We
compete based on price, product performance and service.

 MTBE Developments

The presence of MTBE in some groundwater supplies in California and other states
(primarily due to gasoline leaking from underground storage tanks) and in
surface water (primarily from recreational watercraft) has led to public concern
about MTBE's potential to contaminate drinking water supplies.  Heightened
public awareness regarding this issue has resulted in various state and federal
initiatives to rescind the federal oxygenate requirements for reformulated
gasoline or restrict or prohibit the use of MTBE in particular.  For example,
the State of California has requested that the U.S. Environmental Protection
Agency waive the federal oxygenated fuels requirements of the federal Clean Air
Act for gasoline sold in California.  Separately, the California Air Resources
Board has adopted regulations that would prohibit the addition of MTBE to
gasoline after 2002.  Certain other states have also taken actions to restrict
or eliminate the future use of MTBE.  The actual effect of these state actions
on the use of MTBE in gasoline is unclear in light of the federal law.  However,
several bills have been introduced in the U.S. Congress to accomplish similar
goals of curtailing or eliminating the oxygenated fuels requirements in the
Clean Air Act, or of curtailing MTBE use in particular.  In 1999, the U.S.
Senate also passed a resolution calling for a phase out of MTBE. While this
resolution has no binding legal effect, there can be no assurance that future
Congressional action will not result in a ban or other restrictions on MTBE use.
In addition, on March 20, 2000, the EPA announced its intention, through an
advanced notice of proposed rulemaking, to phase out the use of MTBE under
authority of the federal Toxic Substances Control Act.  In its notice, the EPA
also called on the U.S. Congress to restrict the use of MTBE under the Clean Air
Act. Any phase-out of or prohibition against the use of MTBE in California (in
which a significant amount of MTBE is consumed), in other states, or nationally
may result in a significant reduction in demand for our MTBE and result in a
material loss in revenues or material costs or expenditures.

While the environmental benefits of the inclusion of MTBE in gasoline are widely
debated, we believe that there is no reasonable near term replacement for MTBE
as an octane enhancer and, while its use may no longer be mandated, we believe
that it will continue to be used as an octane enhancer as long as its use is not
prohibited.  We believe that our low production costs will put us in a favorable
position relative to other higher cost sources of MTBE (primarily imports and
on-purpose manufacturing facilities).  In the event that there should be a
phase-out of MTBE in the U.S., however, we believe we will be able to export
MTBE to Europe or elsewhere or use our co-product TBA to produce saleable
products other than MTBE.  If we opt to produce products other than MTBE,
necessary modifications to our facilities may require material capital
expenditures and the sale of the other products may produce a lower level of
cash flow than the sale of MTBE.  Furthermore, we cannot give any assurance that
we will not be named in litigation by citizens groups, municipalities or others
relating to the environmental effects of MTBE or that such litigation will not
have a material adverse effect on our business, financial condition, results of
operations or cash flows.



                                       10
<PAGE>

Petrochemicals

 General

We are a highly-integrated European olefins and aromatics producer.  Olefins,
principally ethylene and propylene, are the largest volume basic petrochemicals
and are the key building blocks from which many other chemicals are made.  For
example, olefins are used to manufacture most plastics, resins, adhesives,
synthetic rubber and surfactants which are used in a variety of end-use
applications.  Aromatics are basic petrochemicals used in the manufacture of
polyurethane chemicals, nylon, polyester fiber and a variety of plastics.

We believe that our olefins facility at Wilton, U.K. is one of Europe's largest
single-site and lowest cost olefins facilities.  Our Wilton facility has the
capacity to produce approximately 1.9 billion pounds of ethylene, 880 million
pounds of propylene and 225 million pounds of butadiene per year.  The Wilton
olefins facility benefits from its feedstock flexibility and superior logistics,
which allows for the processing of naphthas, condensates and natural gas liquids
("NGL").

We produce aromatics at our two integrated manufacturing facilities located in
Wilton, U.K. and North Tees, U.K.  We believe that we are Europe's largest
cyclohexane producer with 660 million pounds of annual capacity, third largest
paraxylene producer with 750 million pounds of annual capacity and ninth largest
benzene producer with 1,125 million pounds of annual capacity. We also produce
cumene.  We use all of the benzene produced by our aromatics business internally
in the production of nitrobenzene for our polyurethane chemicals business and
for the production of cyclohexane and cumene.  The balance of our aromatics
products are sold to several key customers.  Our aromatics business has entered
into a contract with Shell Trading International Limited for the purchase of
aromatics-rich feedstock.  This transaction allowed us to close part of our
aromatics facilities in the fourth quarter of 1999, thereby reducing fixed
production costs while maintaining production of key products.  We believe that
this change will improve the future profitability of our aromatics business.

Our petrochemicals business accounted for 31% of net sales in 2000, and, on a
pro forma basis, accounted for 26% and  28% of our net sales in 1999 and 1998,
respectively.

 Industry Overview

Petrochemical markets are essentially global commodity markets.  However, the
olefins market is subject to some regional price differences due to the limited
inter-regional trade resulting from the high costs of product transportation.
The global petrochemicals market is cyclical and is subject to pricing swings
due to supply and demand imbalances, feedstock prices (primarily driven by crude
oil prices) and general economic conditions.  The following table sets forth the
primary markets for our petrochemicals.

<TABLE>
<CAPTION>

         Product                               Markets                                         End Uses
         -------                               -------                                         --------
<S>                        <C>                                              <C>
         Ethylene              Polyethylene, ethylene oxide, polyvinyl              Packaging materials, plastics,
                                  chloride, alpha olefins, styrenes         housewares, beverage  containers, personal care

        Propylene          Polypropylene, propylene oxide, acrylonitrile,    Clothing fibers, plastics, automotive parts,
                                             isopropanol                             foams for bedding & furniture

         Benzene                     Polyurethanes, polystyrene,            Appliances, automotive components, detergents,
                                         cyclohexane, cumene                  personal care, packaging materials, carpet

        Paraxylene                       Polyester, purified                     Fibers, textiles, beverage containers
                                      terephthalic acid ("PTA")
</TABLE>

The ethylene market in Western Europe is supplied by numerous producers, none of
whom have a dominant position in terms of their share of Western European
production capacity.  The top three Western European producers of ethylene are
AtoFina, Dow and EniChem.  Olefins capacity in Western Europe has expanded



                                       11
<PAGE>

moderately in recent years primarily through implementation of low-cost process
improvement projects at existing units. No greenfield olefins capacity has been
constructed in Western Europe since 1994, and to our knowledge, no new olefins
plants have been announced.

Like the ethylene market, the aromatics market, which is comprised of benzene,
paraxylene and cyclohexane, in Western Europe is characterized by numerous
producers.  The six largest Western European producers of benzene are AtoFina,
Dow, Shell, EniChem, ExxonMobil and BASF.

Both the benzene and paraxylene markets are currently in a period of
overcapacity.  The increasing restrictions imposed by regulatory authorities on
the aromatics content of gasoline in general, and the benzene content in
particular, have led to an increase in supply of aromatics in recent years.
However, demand has increased in 2000 as markets continued to recover from the
economic downturn in Asia.

 Sales and Marketing

In recent years, our sales and marketing efforts have focused on developing
long-term contracts with customers to minimize our selling expenses and
administration costs.  In 2000, over 85% of our primary petrochemicals sales
volume was made under long-term contracts.  We delivered over 70% of our
petrochemical products volume in 2000 by pipeline, and we delivered the balance
of our products by road and ship to either the U.K. or export markets, primarily
in continental Western Europe.

 Manufacturing and Operations

We produce olefins at our facility in Wilton, U.K. In addition, we own and
operate two integrated aromatics manufacturing facilities at our Wilton and
North Tees sites at Teesside, U.K. Information regarding these facilities is set
forth in the following chart:


          Location               Product          Annual Capacity
          ---------------------------------------------------------
                                               (millions of pounds)
          Wilton, U.K.      Ethylene                          1,900
                            Propylene                           880
                            Butadiene                           225
                            Paraxylene                          750

          North Tees, U.K.  Benzene                           1,125
                            Cyclohexane                         660
                            Cumene                              275

The Wilton olefins facility's flexible feedstock capability, which permits it to
process naphtha, condensates and NGL feedstocks, allows us to take advantage of
favorable feedstock prices arising from seasonal fluctuations or local
availability.  In addition to our manufacturing operations, we also operate an
extensive logistics infrastructure in North Tees.  This infrastructure includes
both above and below ground storage facilities, jetties and logistics services
on the River Tees.  These operations reduce our raw material costs by providing
greater access and flexibility for obtaining feedstocks.

In order to reduce costs and improve the cash performance of our aromatics
business, we entered into a supply contract with Shell in 1999 to purchase large
volumes of refinery by-product streams which are rich in aromatics.  Beginning
in the fourth quarter of 1999, we ceased production at our existing aromatics
reformer unit and utilized the remaining assets to extract aromatics from
purchased by-product streams and by-product streams produced at the Wilton
olefins facility.

Raw Materials.   Teesside, situated on the North East coast of England, is near
a substantial supply of oil, gas and chemical feedstocks.  Due to our location
at Teesside, we have the option to purchase feedstocks from a variety of



                                       12
<PAGE>

sources. However, we have elected to procure the majority of our naphtha,
condensates and NGLs from local producers, as they have been the most economical
sources. In order to secure the optimal mix of the required quality and type of
feedstock for our petrochemical operations at fully competitive prices, we
regularly engage in the purchase and sale of feedstocks and hedging activities.

 Competition

The markets in which our petrochemicals business operates are highly
competitive.  Our competitors in the olefins and aromatics business are
frequently some of the world's largest chemical companies such as BP Amoco, Dow,
ExxonMobil and Shell.  The primary factors for competition in this business are
price, service and reliability of supply.  The technology used in these
businesses is widely available and licensed, though new entrants must make
significant capital expenditures in order to participate in this market.

Titanium Dioxide

 General

We believe that our TiO2 business, which operates under the trade name
"Tioxide", has the largest production capacity for TiO2 in Europe, with an
estimated 31% of European production capacity, and has the third largest
production capacity in the world, with an estimated 14% of world production
capacity.  TiO2 is a white pigment used to impart whiteness, brightness and
opacity to products such as paints, plastics, paper, printing inks, synthetic
fibers and ceramics.   In addition to its optical properties, TiO2 possesses
traits such as stability, durability and non-toxicity, making it superior to
other white pigments.

We offer an extensive range of products that are sold worldwide to over 3,000
customers in all major TiO2 end markets and geographic regions.  The geographic
diversity of our manufacturing facilities allows our TiO2 business to service
local customers, as well as global customers that require delivery to more than
one location.  Our TiO2 business has an aggregate annual nameplate capacity of
approximately 570,000 tonnes at our eight production facilities.   Five of our
TiO2 manufacturing plants are located in Europe, one is in North America, one is
in Asia, and one is in South Africa.  Our North American operations consist of a
50% interest in a manufacturing joint venture with NL Industries, Inc. and our
South African operations consist of a 60% owned subsidiary.

We recently commenced construction of a new TiO2 manufacturing plant at our
Greatham, UK facility.  The new plant will allow us to close an older, plant
located at Greatham and will increase our annual production capacity of the
facility to 100,000 tonnes of chloride-based TiO2.  We expect to commence
production at the new plant in mid-2002.  In addition, we are in the process of
expanding our Teluk Kalung, Malaysia facility by 6,000 tonnes by mid-2001 and
are in the process of expanding our Huelva, Spain plant by 17,000 tonnes by
late-2002.

We believe that we are one of the lowest cost TiO2 producers in the world.  We
have embarked on a comprehensive cost reduction program which has eliminated
approximately $110 million of annualized costs since 1996, with an additional
$20 million of annualized savings expected to be achieved by the end of 2001.
As part of this program, we have reduced the number of product grades we
produce, focusing on those with wider applications.  This program has resulted
in reduced total plant set-up times and further improved product quality,
product consistency, customer service and profitability.

Our TiO2 business accounted for 22% of our net sales in 2000, and on a pro forma
basis, accounted for 26% of our net sales in both 1999 and 1998.

 Industry Overview

The historical long-term growth rate for global TiO2 consumption has been
generally consistent with global GDP growth.  Although short-term influences
such as customer and producer stocking and de-stocking activities in response to
changes in capacity utilization and price may distort this trend, over the long-
term, GDP growth is the primary underlying factor influencing growth in TiO2
demand.  The TiO2 industry experiences some seasonality in



                                       13
<PAGE>

its sales because paint sales generally peak during the spring and summer months
in the northern hemisphere, resulting in greater sales volumes during the first
half of the year.

The global TiO2 market is characterized by a small number of large global
producers.  As of December 31, 2000, following recent industry consolidation,
the TiO2 industry had five major producers, (DuPont, Millennium Chemicals,
Huntsman International, Kerr-McGee Chemicals and NL Industries) accounting for
76% of the global market share.  The TiO2 industry has substantial requirements
for entry, including proprietary production technology and world scale assets
requiring significant capital investment.  No greenfield TiO2 capacity has been
announced in the last few years.  Based upon current price levels and the long
lead times for planning, governmental approvals and construction, additional
greenfield capacity is not expected in the near future.

There are two manufacturing processes for the production of TiO2, the sulfate
process and the chloride process.  Most recent capacity additions have employed
the chloride process technology.  However, the global distribution of sulfate
and chloride-based TiO2 capacity varies by region, with the sulfate process
being predominant in Europe, our primary market. The chloride process is the
predominant process used in North America and both processes are used in Asia.
We believe that approximately 50% of end-use applications can use pigments
produced by either process.

 Sales and Marketing

Approximately 95% of our TiO2 sales are made through our direct sales and
technical services network, enabling us to cooperate more closely with our
customers and to respond to our increasingly global customer base.  Our
concentrated sales effort and local manufacturing presence have allowed us to
achieve our leading market shares in a number of the countries where we
manufacture TiO2.

In addition, we have focused on marketing products to higher growth industries.
For example, we believe that our TiO2 business is well-positioned to benefit
from the projected growth in the plastics sector, which we expect to grow faster
than the overall TiO2 market over the next several years.  The table below
summarizes the major end markets for our TiO2 products.


       End Markets                          % of 2000 Sales Volume
       -----------                          ----------------------
Paints and Coatings                                            58%
Plastics                                                       27%
Inks                                                            5%
Paper                                                           4%

 Manufacturing and Operations

Our TiO2 business has eight manufacturing sites in seven countries with a total
estimated capacity of 570,000 tonnes per year.  Approximately 75% of our TiO2
capacity is located in Western Europe.  During 2000, we closed our manufacturing
plant in Tracy, Canada.  This facility was a "finishing" plant,  performing the
later steps in the production process for a portion of the product produced at
our European and South African facilities.  Following an increase of our
capacity for finishing TiO2 at our European and South African facilities, we are
able to finish all product produced locally.  The following table presents
information regarding our TiO2 facilities:

<TABLE>
<CAPTION>
Region                                               Site                Annual Capacity     Process
------                                               ----                ---------------     -------
                                                                             (tonnes)
<S>                                    <C>                               <C>                 <C>
Western Europe                         Calais, France                         100,000        Sulfate
                                       Greatham, U.K. (1)                      80,000        Chloride
                                       Grimsby, U.K.                           80,000        Sulfate
                                       Huelva, Spain(1)                        80,000        Sulfate
                                       Scarlino, Italy                         80,000        Sulfate
North America                          Lake Charles, Louisiana(2)              60,000        Chloride
Asia                                   Teluk Kalung, Malaysia(1)               50,000        Sulfate
Southern Africa                        Umbogintwini, South Africa(3)           40,000        Sulfate
                                                                              -------
                                                                              570,000
                                                                              =======
</TABLE>



                                       14
<PAGE>

(1)  We have recently announced plans to expand the capacity of these
     facilities.
(2)  This facility is owned and operated by Louisiana Pigment Company, L.P., a
     manufacturing joint venture that is owned 50% by us and 50% by Kronos
     Louisiana, Inc., a subsidiary of NL Industries, Inc.  The capacity shown
     reflects our 50% interest in Louisiana Pigment Company.
(3)  This facility is owned by Tioxide Southern Africa (Pty) Limited, a company
     that is owned 60% by us and 40% by AECI.  We operate this facility and are
     responsible for marketing 100% of the production.

Joint Ventures.   We own a 50% interest in a manufacturing joint venture located
in Lake Charles, Louisiana.  The remaining 50% interest is held by our joint
venture partner Kronos Louisiana, Inc., a wholly-owned subsidiary of NL
Industries, Inc.  We share production offtake and operating costs of the plant
equally with Kronos, though we market our share of the production independently.
The operations of the joint venture are under the direction of a supervisory
committee on which each partner has equal representation.

We also own a 60% interest in Tioxide Southern Africa (Pty) Limited, based in
Umbogintwini, near Durban, South Africa.  The remaining 40% interest is owned by
AECI, a major South African chemicals and minerals company.  We operate this
facility and are responsible for marketing 100% of the production.

Raw Materials.   The primary raw materials used to produce TiO2 are titanium-
bearing ores.  There are a limited number of ore suppliers and we purchase ore
under long-term supply contracts.  The cost of titanium-bearing ores has been
relatively stable in comparison to TiO2 prices.  Titanium-bearing ore represents
approximately 40% of TiO2 pigment production costs.

TiO2 producers extract titanium from ores and process it into pigmentary TiO2
using either the chloride or sulfate process. Once an intermediate TiO2 pigment
has been produced, it is "finished" into a product with specific performance
characteristics for particular end-use applications.  The finishing process is
common to both the sulfate and chloride processes and is a major determinant of
the final product's performance characteristics.

The sulfate process generally uses less-refined ores which are cheaper to
purchase but produce more co-product than the chloride process.  Co-products
from both processes require treatment prior to disposal in order to comply with
environmental regulations.  In order to reduce our disposal costs and to
increase our cost competitiveness, we have developed and marketed the co-
products of our TiO2 business.

 Competition

The global markets in which our TiO2 business operates are highly competitive.
The primary factors of competition are price, product quality and service.  The
TiO2 industry has recently undergone a consolidation process, where larger
global producers have acquired smaller, regional producers.  The major producers
against whom we compete are DuPont, Millennium Chemicals, Kerr-McGee Chemicals
and NL Industries.  Our low production costs, combined with our presence in
numerous local markets, give us a competitive advantage, particularly with
respect to those global customers demanding presence in the various regions in
which they conduct business.

Significant Customers

In 2000, sales to ICI and its affiliates by our Specialty Chemicals,
Petrochemicals and TiO2 businesses accounted for approximately 8% of our
consolidated revenue.  In 1999, sales to ICI and its affiliates accounted for
approximately 14% of our pro forma consolidated revenue.  ICI owns 30% of our
membership interests.  See "Item 13 - Certain Relationships and Related
Transactions" for a further discussion of our relationship with ICI.

Research and Development

In 2000, we spent a total of  $59 million on research and development of our
products and on a pro forma basis we spent a total of $73 million and $68
million in 1999 and 1998, respectively.



                                       15
<PAGE>

Intellectual Property Rights

Proprietary protection of our processes, apparatuses, and other technology and
inventions is important to our businesses.  For our Specialty Chemicals
business, we own approximately 370 U.S. patents and pending applications
(including provisionals) currently pending at the United States Patent and
Trademark Office, and approximately 3,100 foreign counterparts, including both
issued patents and pending patent applications.  For our TiO2 business, we have
approximately 25 U.S. patents and pending patent applications, and approximately
345 foreign counterparts.  For our petrochemicals business, we own approximately
35 patents and pending applications (both U.S. and foreign). We also rely upon
unpatented proprietary know-how and continuing technological innovation and
other trade secrets to develop and maintain our competitive position.

In addition to our own patents and patent applications and proprietary trade
secrets and know-how, we have entered into certain licensing arrangements that
authorize us to use certain trade secrets, know-how and related technology
and/or operate within the scope of certain patents owned by other entities.  We
also license and sub-license certain intellectual property rights to affiliates
and to third parties.  In connection with our transaction with ICI and HSCC
(under the terms of a technology transfer agreement and a PO/MTBE technology
transfer agreement), we have licensed back to ICI and Huntsman Corporation (on a
non-exclusive basis) certain intellectual property rights for use in their
respective retained businesses, and ICI and Huntsman Corporation have each
licensed certain retained intellectual property to us.

For our Specialty Chemicals business, we have brand names for a number of our
products, and we own approximately 20 U.S. trademark registrations and
applications for registration currently pending at the United States Patent and
Trademark Office, and approximately 840 foreign counterparts, including both
registrations and applications for registration.  For our TiO2 business, we have
approximately 180 trademark registrations and pending applications,
approximately 110 of which relate to the trademark "Tioxide".  Our
petrochemicals business is not dependent on the use of trademarks.  We have
entered into a trademark license agreement with Huntsman Corporation under which
we have obtained the rights to use the trademark "Huntsman", subject to certain
restrictions.

Employees

We employ over 5,800 people as of December 31, 2000.  Additionally, over 800
people are employed by our U.S. Joint Ventures. Approximately 94% of our
employees (excluding employees of our Joint Ventures) work outside the USA and
approximately 48% of our employees are subject to collective bargaining
agreements.  Overall, we believe that our relations with our employees are good.
In addition, Huntsman Corporation and Huntsman Petrochemical Corporation are
providing operating, management and administrative services to us for our PO
business similar to the services that it provided to HSCC with respect to the PO
business before it was transferred to us.  See "Item 13 - Certain Relationships
and Related Transactions."

Environmental Regulations

We are subject to extensive environmental laws.  In the ordinary course of
business, we are subject continually to environmental inspections and monitoring
by governmental enforcement authorities.  We may incur substantial costs,
including fines, damages, and criminal or civil sanctions, for actual or alleged
violations arising under environmental laws. In addition, our production
facilities require operating permits that are subject to renewal, modification,
and, in certain circumstances, revocation.  Our operations involve the handling,
transportation and use of numerous hazardous substances. From time to time,
these operations may result in violations under environmental laws including
spills or other releases of hazardous substances into the environment.  In the
event of a catastrophic incident, we could incur material costs or experience
interruption in our operations as a result of addressing and implementing
measures to prevent such incidents in the future. In 2000, the case brought
against Tioxide by the British Environment Agency (EA) for a February 1999 spill
of acidic wastewater into Greenabella Marsh from its Greatham site was settled
for combined penalties of (Pounds)150,000.  Under our indemnity with ICI, ICI
must reimburse us for this amount. The Texas Natural Resource Conservation
Commission ("TNRCC") has issued certain notices of violation relating to air
emissions and wastewater issues at the Port Neches facility, and filed an
amended administrative petition with respect to certain of these violations on
January 12, 2001.  While these matters



                                       16
<PAGE>

remain pending and could result in fines of over $100,000 allocable to the
PO/MTBE facility, we do not believe any of these matters will be material to us.
However, given the nature of our business, we cannot give any assurance that
violations of environmental laws will not result in restrictions imposed on our
activities, substantial fines, penalties, damages or other costs.

Under some environmental laws, we may be jointly and severally liable for the
costs of environmental contamination on or from our properties and at off-site
locations where we disposed of or arranged for the disposal or treatment of
hazardous wastes.  For example, in the United States under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, and
similar state laws, a current owner or operator of real property may be liable
for such costs regardless of whether the owner or operator owned or operated the
real property at the time of the release of the hazardous substances and
regardless of whether the release or disposal was in compliance with law at the
time it occurred.  In addition, under the United States Resource Conservation
and Recovery Act of 1976, as amended ("RCRA"), and similar state laws, as the
holder of permits to treat or store hazardous wastes, we may, under some
circumstances, be required to remediate contamination at our properties
regardless of when the contamination occurred.  Similar laws are being developed
or are in effect to varying degrees in other parts of the world, most notably in
the European Union ("EU").  For example, in the U.K., a new contaminated land
regime is expected to come into effect shortly which will provide a detailed
framework for the identification, management and remediation of contaminated
sites.  This law may increase governmental scrutiny of our U.K. facilities.

We are aware that there is or may be soil or groundwater contamination at some
of our facilities resulting from past operations at these or neighboring
facilities.  Based on available information and the indemnification rights that
we possess (including indemnities provided by HSCC and ICI for the facilities
that each of them transferred to us), we believe that the costs to investigate
and remediate known contamination will not have a material adverse effect on our
business, financial condition, results of operations or cash flows; however, we
cannot give any assurance that such indemnities will fully cover the costs of
investigation and remediation, that we will not be required to contribute to
such costs or that such costs will not be material.

We may also incur future costs for capital improvements and general compliance
under environmental laws, including costs to acquire, maintain and repair
pollution control equipment.  See "Specialty Chemicals - MTBE Developments" for
a discussion of the proposed regulations regarding MTBE.  Capital expenditures
are planned, for example, under national legislation implementing the EU
Directive on Integrated Pollution Prevention and Control.  Under this directive
the majority of our plants will, over the next few years, be required to obtain
governmental authorizations which will regulate air and water discharges, waste
management and other matters relating to the impact of operations on the
environment, and to conduct site assessments to evaluate environmental
conditions.  Although the implementing legislation in most Member States is not
yet in effect, it is likely that additional expenditures may be necessary in
some cases to meet the requirements of authorizations under this directive.  In
particular, we believe that related expenditures to upgrade our wastewater
treatment facilities at several sites may be necessary and associated costs may
be material.  Wastewater treatment upgrades unrelated to this initiative also
are planned at certain facilities.  In addition, we may also incur material
expenditures, beyond currently anticipated expenditures, in complying with EU
Directives, including the Directive on Hazardous Waste Incineration and the
Seveso II Directive, which governs major accident hazards.  It is also possible
that additional expenditures to reduce air emissions at two of our U.K.
facilities may be material.  Capital expenditures and, to a lesser extent, costs
and operating expenses relating to environmental matters will be subject to
evolving regulatory requirements and will depend on the timing of the
promulgation and enforcement of specific standards which impose requirements on
our operations.  Therefore, we cannot assure you that material capital
expenditures beyond those currently anticipated will not be required under
environmental laws.  See "Item 7 - Management's Discussion and Analysis of
Financial Conditions and Results of Operations - Environmental Matters".



                                       17
<PAGE>

ITEM 2.  PROPERTIES

We own or lease chemical manufacturing and research facilities in the locations
indicated in the list below, which we currently believe are adequate for our
short-term and anticipated long-term needs.  We own or lease office space and
storage facilities throughout the U.S. and many foreign countries.  Our
principal executive offices, which are leased from Huntsman Corporation, are
located at 500 Huntsman Way, Salt Lake City, Utah 84108.  The following is a
list of our material owned or leased properties where manufacturing, blending,
research and main office facilities are located.

<TABLE>
<CAPTION>
                Location                                               Description of Facility
<S>                                       <C>
Geismar, Louisiana                        MDI, TDI, Nitrobenzene(1), Aniline(1) and Polyols Manufacturing Facilities
Rozenburg, Netherlands(3)                 MDI Manufacturing Facility, Polyols
                                          Manufacturing Facilities and Systems House
Wilton, U.K.                              Aniline and Nitrobenzene Manufacturing Facilities
Shepton Mallet, U.K.                      Polyester Polyols Manufacturing Facility
Peel, Canada(3)                           Polyurethane Systems House
West Deptford, New Jersey                 Polyurethane Systems House, Research Facility
                                          and U.S. Regional Headquarters
Auburn Hills, Michigan(3)                 Polyurethane Office Space and Research Facility
Deerpark, Australia(3)                    Polyurethane Systems House
Cartagena, Colombia                       Polyurethane Systems House
Deggendorf, Germany                       Polyurethane Systems House
Ternate, Italy                            Polyurethane Systems House
Shanghai, China(2)                        Polyurethane Systems House
Samuprakam, Thailand(2)                   Polyurethane Systems House
Kuan Yin, Taiwan(2)                       Polyurethane Systems House
Tlalnepantla, Mexico                      Polyurethane Systems House
Everberg, Belgium                         Polyurethane Research Facility, Global Headquarters and European Headquarters
Gateway West, Singapore(3)                Polyurethane Regional Headquarters
Osnabruck, Germany                        TPU Manufacturing Facility
Ringwood, Illinois(2)                     TPU Manufacturing Facility
North Andover, Massachusetts(3)           TPU Research Facility
Port Neches, Texas                        PO Manufacturing Facility and MTBE manufacturing facility
Austin, Texas                             PO/TBA Pilot Plant Facility
Wilton, U.K.                              Olefins and Aromatics Manufacturing Facilities, Petrochemicals Headquarters
Teesport, U.K.(2)                         Logistics/Storage Facility
North Tees, U.K.(3)                       Aromatics Manufacturing Facility and Logistics/Storage Facility
Saltholme, U.K.                           Underground Cavity Storage Operations
Grimsby, U.K.                             TiO2 Manufacturing Facility
Greatham, U.K.                            TiO2 Manufacturing Facility
Calais, France                            TiO2 Manufacturing Facility
Huelva, Spain                             TiO2 Manufacturing Facility
Scarlino, Italy                           TiO2 Manufacturing Facility
Teluk Kalung, Malaysia                    TiO2 Manufacturing Facility
Westlake, Louisiana(4)                    TiO2 Manufacturing Facility
Umbogintwini, South Africa(5)             TiO2 Manufacturing Facility
Billingham, U.K.                          TiO2 Research and Technical Facility, and office space
Hammersmith, U.K.                         TiO2  Headquarters
</TABLE>

(1)  50% owned manufacturing joint venture with Crompton Corp.
(2)  Leased.
(3)  Leased land and/or building.
(4)  50% owned manufacturing joint venture with Kronos Louisiana, Inc., a
     subsidiary of NL Industries, Inc.
(5)  60% owned subsidiary with AECI.



                                       18
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

We are a party to various proceedings instituted by governmental authorities and
others arising under provisions of applicable laws, including various
environmental laws.  Based in part on the indemnities provided to us by ICI and
HSCC in connection with their transfer of businesses to us and our insurance
coverage, we do not believe that the outcome of any of these matters will have a
material adverse effect on our financial condition or results of operations.
See "Item 1-Business - Environmental Regulations" for a discussion of
environmental proceedings.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of 2000, no matter was submitted to a vote of our
security holders.


                                    PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

As of the date of this report, there was no established public trading market
for any class of our membership interests.

Holders

As of the date of this report, there were six holders of record of our
membership interests.  HSCC, an indirect subsidiary of Huntsman Corporation,
owns 60% of the our membership interests, ICI and its affiliates own 30% of our
membership interests and four institutional investors own the remaining 10%.

Distributions

Pursuant to our Limited Liability Company Agreement and the Limited Liability
Company Agreement of Huntsman International, we have a tax sharing arrangement
with all of our membership interest holders.  Under the arrangement, because we
are treated as a partnership for U.S. income tax purposes, we make quarterly
payments (with appropriate  annual adjustments) to our membership interest
holders, in an amount equal to the U.S. federal and state income taxes we would
have paid had we been a consolidated or unitary group for federal tax purposes.

Except in accordance with the above paragraph, our senior credit facilities
restrict our ability to pay dividends or other distributions on our equity
interests.  The indentures governing our notes, and the notes of Huntsman
International, also place certain restrictions on our ability to pay dividends
and make other distributions.


ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth selected financial data for our company as of the
dates and for the periods indicated.  Information should be read in conjunction
with our Consolidated Financial Statements and Notes thereto included on the
pages immediately following the Index to Consolidated Financial Statements
appearing on page F-1.  See "Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations".



                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                       (Millions of Dollars)
                                                                        HSCC Predecessor                 Texaco Predecessor
                                                                            Company                           Company
                                                       -----------------------------------------------------------------------------
                                            Six Months
                                              Ended                        Year Ended     Ten Months                        Year
                              Year Ended     December    Six Months Ended   December         Ended     Two Months Ended    Ended
                             December 31,       31,          June 30,          31,       December 31,    February 28,   December 31,
                                2000           1999            1999           1998           1997            1997         1996
                           ---------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>            <C>             <C>                <C>             <C>           <C>
Consolidated Statements
 of Operations Data:
 Revenues                     $ 4,447.9   $     1,997.3     $   192.0    $       338.7      $     348.5     $   61.0      $    415.0
 Operating income
  (loss)                          413.0           198.3          52.6             54.3             40.4         (5.7)           19.0

 Net income (loss)                 82.0            49.7          21.5              9.4              3.0         (3.7)           12.0
Consolidated Balance
 Sheet Data:
 Working capital              $   330.6   $       456.7     $    32.6    $        30.4      $      40.4                   $     39.0
 Total assets                   4,777.9         4,778.5         577.9            577.6            593.7                        292.0
 Long-term debt and
  other non-current
  liabilities                   3,375.7         3,433.2         474.6            503.8            524.8                        287.0


 Members'/Stockholders'
  equity                          521.1           565.1          49.8             30.6             25.3                          5.0

</TABLE>


ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

General

On June 30, 1999, we received capital contributions of cash and U.S. operating
assets from HSCC, ICI and institutional investors.  With this capitalization, we
acquired ICI's polyurethane chemicals, petrochemicals (including ICI's 80%
interest in the Wilton olefins facility), and TiO2 businesses, and HSCC's PO
business.  In addition, we acquired the remaining 20% ownership interest in the
Wilton olefins facility from BP Chemicals (together, the "Transaction").

We derive our revenues, earnings and cash flow from the manufacture and sale of
a wide variety of specialty and commodity chemical products.  These products are
manufactured at facilities located in the Americas, Europe, Africa and Asia and
are sold throughout the world.  We manage our businesses in three segments:
Specialty Chemicals (the former ICI polyurethanes and HSCC PO businesses);
Petrochemicals (the former ICI petrochemical business and the assets acquired
from BP Chemicals); and Tioxide (the former ICI titanium dioxide business).

The profitability of our three principal business segments is impacted to
varying degrees by economic conditions, prices of raw materials, customers'
inventory levels, global supply and demand pressures as well as other seasonal
and, to a limited extent, cyclical factors.  Generally, the global market for
our Specialty Chemicals products has grown at rates in excess of global GDP
growth, while the demand for our Petrochemical and Tioxide products has
historically grown at rates that are approximately equal to global GDP growth.

HSCC is considered the acquirer and predecessor of the businesses transferred to
us in the Transaction.  The Transaction also resulted in the implementation of a
new basis of accounting, resulting in new carrying values for the transferred
ICI and BP Chemicals businesses.  Our consolidated financial statements reflect
this new basis of accounting beginning with the date of the Transaction as
follows (in millions of dollars):



                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                                                                       HSCC
                                                                                                Predecessor Company
                                                                                    -----------------------------------------
                                                     Year Ended    Six Months Ended    Six Months Ended       Year Ended
                                                    December 31,     December 31,          June 30,           December 31,
                                                        2000                1999              1999                1998
                                             --------------------------------------------------------------------------------
<S>                                          <C>                   <C>                 <C>                 <C>
Revenues                                          $      4,447.9       $     1,997.3       $       192.0   $            338.7
Cost of goods sold                                       3,705.4             1,602.0               134.1                276.6
                                             --------------------------------------------------------------------------------
Gross profit                                               742.5               395.3                57.9                 62.1
Expenses of selling, general and
 administrative, research and
  development                                              329.5               197.0                 5.3                  7.8

                                             --------------------------------------------------------------------------------
Operating income                                           413.0               198.3                52.6                 54.3
Interest expense, net                                      292.9               135.9                18.0                 39.9
Loss on sale of accounts receivable                          1.9
Other income (expense)                                      (3.2)                6.5                   -                  0.8
                                             --------------------------------------------------------------------------------

Net income before income taxes and
 minority interest                                         115.0                68.9                34.6                 15.2

Income tax expense                                          30.2                18.2                13.1                  5.8
Minority interests in subsidiaries                           2.8                 1.0                   -                    -
                                             --------------------------------------------------------------------------------
Net income                                        $         82.0       $        49.7       $        21.5   $              9.4
                                             ================================================================================
</TABLE>

 2000 Actual Compared to 1999 (Pro Forma)

In order to present data which is useful for comparative purposes, the following
tabular data for 1999 pro forma and related discussion, have been prepared as if
the Transaction, excluding the acquisition of 20% of the Wilton olefins facility
in June 1999 from BP Chemicals, had taken place in January 1999.  These results
do not necessarily reflect the results which would have been obtained if the
Transaction actually occurred on the date indicated, or the results which may be
expected in the future.
<TABLE>
<CAPTION>

                                                                                           (Millions of Dollars)
                                                                                   2000 Actual               1999 Pro Forma
                                                                            ------------------------   -------------------------
<S>                                                                        <C>                         <C>
Specialty Chemicals sales                                                         $            2,109         $             1,855
Petrochemical sales                                                                            1,383                       1,022
Tioxide sales                                                                                    956                         991
                                                                            ------------------------   -------------------------
Total revenues                                                                                 4,448                       3,868
Cost of goods sold                                                                             3,706                       3,096
                                                                            ------------------------   -------------------------
Gross profit                                                                                     742                         772
Selling, general, administrative, research and development expenses                              329                         407
                                                                            ------------------------   -------------------------
Operating income                                                                                 413                         365
Interest expense, net                                                                            293                         291
Loss on sale of accounts receivable                                                                2                           -
Other income (expense)                                                                            (3)                          7
                                                                            ------------------------   -------------------------
Net income before income taxes and minority interest                                             115                          81
Income tax expense                                                                                30                          25
Minority interests in subsidiaries                                                                 3                           1
                                                                            ------------------------   -------------------------
Net income                                                                        $               82         $                55
                                                                            ========================   =========================

Depreciation and amortization                                                     $              214         $               193
                                                                            ========================   =========================

EBITDA (1)                                                                        $              622         $               565
Net reduction in corporate overhead allocation and insurance expenses                              -                          11
Rationalization of TiO2 operations                                                                 -                           5
Loss on sale of accounts receivable(2)                                                             2                           -
                                                                            ------------------------   -------------------------
Adjusted EBITDA                                                                   $              624         $               581
                                                                            ========================   =========================
</TABLE>

                                       21
<PAGE>

(1)  EBITDA is defined as earnings from continuing operations before interest
     expense, depreciation and amortization, and taxes.  EBITDA is included in
     this report because it is a basis on which we assess our financial
     performance and debt service capabilities, and because certain covenants in
     our borrowing arrangements are tied to similar measures.  However, EBITDA
     should not be considered in isolation or viewed as a substitute for cash
     flow from operations, net income or other measures of performance as
     defined by accounting principles generally accepted in the United States
     ("US GAAP") or as a measure of a company's profitability or liquidity.  We
     understand that while EBITDA is frequently used by security analysts,
     lenders and others in their evaluation of companies, EBITDA as used herein
     is not necessarily comparable to other similarly titled captions of other
     companies due to potential inconsistencies in the method of calculation.

(2)  For purposes of the Senior Credit Facility's covenants, loss on sale of
     accounts receivable related to the securitization program is excluded from
     the computation of EBITDA.

  Revenues.   Revenues for the business in 2000 increased by $580 million, or
15%, to $4,448 million from $3,868 million during 1999.

Specialty Chemicals - Total MDI sales volumes increased by 17% from the 1999
period. A strong recovery in the Asian economies led to an increase in sales
volumes of 41% in that region, while in Europe, sales volumes grew by 19%.  In
the Americas, sales volumes grew by 11% from the prior year following the
completion in February 2000 of the MDI expansion project at our Geismar,
Louisiana facility. Polyol sales volumes grew by 19% with the increase
attributable to the European region. These gains were partially offset by a 9%
decrease in average selling prices for MDI and a 14% decrease in the price of
polyols compared to the same period in 1999, a substantial portion of which was
due to a weakening in the value of the Euro versus the U.S. dollar. PO sales
revenue grew by 4% due to a 7% average selling price increase. MTBE sales
revenue grew by 52% due to a 54% MTBE average selling price increase. The MTBE
average selling price increase is primarily attributable to higher prices in
2000 for gasoline, the principal end-use product for MTBE.

Petrochemicals - Sales volumes of ethylene and propylene increased by 27% and
19%, respectively. These increases are primarily attributable to increased
output, stronger customer demand and the impact of additional olefins capacity
acquired from BP Chemicals on June 30, 1999.  In aromatics, sales volumes of
benzene, paraxylene and cyclohexane rose by 18%, 13% and 12%, respectively.
Average selling prices for all products rose in response to increases in
feedstock prices.  Ethylene, propylene, benzene and paraxylene prices were 35%,
56%, 47% and 40% higher, respectively. Sales revenues from feedstock trading
fell by $193 million, mainly due to the cessation of crude oil trading following
the Transaction.

Tioxide - Sales volumes decreased by 2% compared to the 1999 period due to
weakening of demand, particularly in the Asian and American markets, in the
fourth quarter of 2000. While selling prices in local currency were higher in
2000 than in 1999, the weakness of the euro against the U.S. dollar more than
offset these local currency selling price increases resulting in overall selling
prices 2% lower than in 1999.

  Gross profit. Gross profit in 2000 decreased by $30 million, or 4%, to $742
million from $772 million in 1999.  Of this $30 million decrease in gross
profit, approximately $21 million was attributable to increased depreciation
resulting from acquisitions and capital expansions, primarily in the Specialty
Chemicals business.

Specialty Chemicals - While MDI and polyols benefited from increased sales
volumes, this benefit was more than offset by a rise in prices for the major raw
materials of MDI, benzene and chlorine. Gross profit on MDI and polyols
decreased 18% and 26%, respectively.  The price of benzene increased by 57% in
the U.S. market and by 49% in the European market compared to the 1999 period.
Gross profit also benefited from the increase in MTBE sales revenue.

Petrochemicals - The Petrochemicals gross profit increased by 98% due to
additional volumes and improved contribution margins. The price increases for
our main raw material, naphtha, were partially offset by our hedging activities.
See "Item 7A - Quantitative And Qualitative Disclosures About Market Risks".

Tioxide - Despite lower revenues and higher utility costs, gross profit
increased 17% compared to 1999.  This increase is due to fixed cost reductions
as a result of our on-going manufacturing excellence program.



                                       22
<PAGE>

  Selling, general and administrative expenses (including research and
development expenses).   Selling, general and administrative expenses (including
research and development expenses) ("SG&A") in 2000 decreased by $78 million, or
19%, to $329 million from $407 million in 1999.

Specialty Chemicals - There was a 21% decrease in SG&A (including R&D) in 2000
due largely to non-recurring items incurred in 1999. Major SG&A expenses during
1999 included restructuring costs in Asia and certain pension costs.  In
addition, a reduction in the costs of insurance under Huntsman ownership also
contributed to the decline in SG&A costs.

Petrochemicals - In Petrochemicals, reduced expenditures on insurance and
consulting fees as well as the elimination of ICI corporate charges resulted in
a 28% reduction of SG&A cost in 2000 as compared to 1999.

Tioxide -   A decrease of 22% in SG&A was primarily due to restructuring
activities, including personnel reductions, within selling organizations in
Europe, Asia Pacific and the U.S.

  Interest expense.   Net interest expense in 2000 was relatively unchanged from
1999 levels.

  Income taxes.   Income taxes in 2000 increased by $5 million, to $30 million
from $25 million in 1999.  Higher taxes were due primarily to higher earnings
for the period.  The effective income tax rate in 2000 was relatively unchanged
from 1999.

  Net income.  Net income in 2000 increased by $27 million to $82 million from
$55 million during 1999 as a result of the factors discussed above.

1999 (Pro Forma) Compared to 1998 (Pro Forma)

In order to present data which is useful for comparative purposes, the following
pro forma tabular data for 1999 and 1998 and related discussion, have been
prepared as if this Transaction, excluding the acquisition of 20% of the Wilton
olefins facility in June 1999 from BP Chemicals, had taken place in January
1998.  These results do not necessarily reflect the results which would have
been obtained if the Transaction had actually occurred on the date indicated, or
the results which may be expected in the future.
<TABLE>
<CAPTION>

                                                                                           (Millions of Dollars)

                                                                                 1999 Pro Forma              1998 Pro Forma
                                                                            -----------------------   -------------------------
<S>                                                                        <C>                        <C>
Specialty Chemicals sales                                                         $           1,855         $             1,691
Petrochemical sales                                                                           1,022                       1,029
Tioxide sales                                                                                   991                         951
                                                                            -----------------------   -------------------------
Total revenues                                                                                3,868                       3,671
Cost of goods sold                                                                            3,096                       3,014
                                                                            -----------------------   -------------------------
Gross profit                                                                                    772                         657
Selling, general, administrative, research and development expenses                             407                         419
                                                                            -----------------------   -------------------------
Operating income                                                                                365                         238
Interest expense, net                                                                           291                         291
Other income                                                                                      7                           9
                                                                            -----------------------   -------------------------

Net income (loss) before income taxes and minority interest                                      81                         (44)
Income tax expense                                                                               25                           5
Minority interests in subsidiaries                                                                1                           2
                                                                            -----------------------   -------------------------
Net income (loss)                                                                 $              55         $               (51)
                                                                            =======================   =========================


Depreciation and amortization                                                     $             193         $               177
                                                                            =======================   =========================


EBITDA(1)                                                                         $             565         $               424
Net reduction in corporate overhead allocation and insurance expenses                            11                          21
Impact of PO facility turnaround and inspection                                                   -                          19
Rationalization of TiO2 operations                                                                5                          17
                                                                            -----------------------   -------------------------
Adjusted EBITDA                                                                   $             581         $               481
                                                                            =======================   =========================
</TABLE>



                                       23
<PAGE>

(1)  EBITDA is defined as earnings from continuing operations before interest
     expense, depreciation and amortization, and taxes.  EBITDA is included in
     this report because it is a basis on which we assess our financial
     performance and debt service capabilities, and because certain covenants in
     our borrowing arrangements are tied to similar measures.  However, EBITDA
     should not be considered in isolation or viewed as a substitute for cash
     flow from operations, net income or other measures of performance as
     defined by US GAAP or as a measure of a company's profitability or
     liquidity.  We understand that while EBITDA is frequently used by security
     analysts, lenders and others in their evaluation of companies, EBITDA as
     used herein is not necessarily comparable to other similarly titled
     captions of other companies due to potential inconsistencies in the method
     of calculation.

  Revenues.   Revenues for the business in 1999 increased by $197 million, or
5%, to $3,868 million from $3,671 million during 1998.

Specialty Chemicals - Total MDI sales volumes increased by 11% from the 1998
period.  A strong recovery in the Asian economies led to an increase in sales
volumes of 27%, while in Europe and the Americas sales volumes grew by 7% and
13%, respectively.  Polyol sales volumes also grew by 9%, but Aniline sales
volumes fell by 16% as more product was consumed in MDI production.  PO sales
volumes increased by 16% due largely to the testing and inspection period in
1998 during which the plant was shut down for two months.  Average sales prices
of MTBE increased by 18% compared to 1998 due largely to higher gasoline and
crude oil prices.  These gains were partially offset by a decrease in average
selling prices for MDI and polyols compared to 1998.

Petrochemicals - Sales volumes of ethylene and propylene increased by 12% and
5%, respectively, these increases were almost entirely due to the additional
olefins capacity acquired from BP Chemicals on June 30, 1999 which are not
reflected in the pro forma information for periods prior to June 30, 1999.  In
aromatics, paraxylene volumes rose by 12% but the impact of this gain was more
than offset by a 66% fall in cumene sales volumes following production problems.
Selling prices in local currency rose in response to increases in feedstock
prices - ethylene, propylene and paraxylene prices were higher by 3%, 5% and 4%,
respectively.  Sales revenues from feedstock trading fell by $46 million, mainly
due to the cessation of crude oil trading following the Transaction.

Tioxide - Sales volumes increased by 7% compared to the 1998 period due largely
to strengthening Asian and European markets.  These gains were offset by a fall
in average sales prices of 2%, largely due to currency movements.  Prices
declined from a peak in the fourth quarter of, 1998 to a low in mid-1999, before
recovering later in 1999 as the market tightened and announced price increases
began to take effect.

  Gross profit. Gross profit in 1999 increased by $115 million, or 18%, to $772
million from $657 million in 1998.

Specialty Chemicals - MDI and Polyols benefited from increased sales volumes as
well as from a reduction in average raw material costs.  Prices of the major raw
materials of MDI, benzene and chlorine, declined from a peak at the beginning of
1998 throughout that period and reached a low in the first quarter of 1999 from
which they have increased throughout the remainder of 1999.  Fixed production
costs were lower in 1999 largely attributable to reduced maintenance
expenditures.  The increased gross profit in PO was attributable to
significantly higher PO and MTBE production rates and MTBE selling prices
compared to 1998.

Petrochemicals - Petrochemicals gross profit was improved by a reduction in the
amount of purchased finished product for resale.  The impact of an increase in
the cost of the main raw material, naphtha, was mitigated by hedging activities.

Tioxide - The benefit of increased volumes was primarily offset by lower sales
prices in 1999.

  Selling, general and administrative expenses (including research and
development expenses).   SG&A in 1999 decreased by $12 million, or 3%, to $407
million from $419 million in 1998.

Specialty Chemicals - In Specialty Chemicals, there was an increase in SG&A due
to non-capitalizable administrative expenses relating to the polyurethanes MDI
project expansion at the Geismar, Louisiana facility in 1999.



                                       24
<PAGE>

Petrochemicals - In Petrochemicals, reduced expenditures on insurance and
consultancy fees as well as a reduction in ICI corporate charges resulted in
lower total SG&A costs in 1999 as compared to 1998.

Tioxide - The decrease in SG&A was primarily due to restructuring activities
within selling organizations in Europe and Asia Pacific.

  Interest expense.   Net interest expense in 1999 was relatively unchanged from
1998.

  Income taxes.   Income taxes in 1999 increased by $20 million, to $25 million
from $5 million in 1998.  Higher taxes were due primarily to higher earnings for
the period.  The effective income tax rate declined in 1999 from 1998 due to a
greater share of the income being earned in the U.S., which income is not
subject to U.S. Federal income tax at the company level.

  Net income (loss).  Net income (loss) in 1999 increased by $106 million to net
income of $55 million from net loss of $51 million during 1998 as a result of
the factors discussed above.

Liquidity and Capital Resources

 Liquidity

As of December 31, 2000, we had approximately $368 million available under our
revolving credit facility and approximately $66 million in available cash
balances.  Huntsman International's senior secured credit facilities provide for
borrowings of up to $1,922 million, including $400 million under a revolving
facility.  The credit facilities are secured by a first priority perfected lien
on substantially all of our assets. As of December 31, 2000, we also had
outstanding approximately $298 million of our 13.375% Senior Discount Notes and
$298 million of our 8% Senior Subordinated Reset Discount Notes, and Huntsman
International had outstanding $785 million of its 10-1/8% Senior Subordinated
Notes. We also maintain $80 million of short-term overdraft facilities, of which
$58 million was available as of December 31, 2000.  We anticipate that
borrowings under the credit facilities and cash flow from operations will be
sufficient for us to make required payments of principal and interest on our
debt when due, as well as to fund capital expenditures.  See "Item 1 -Business -
Recent Events - Issuance of Eu200 Million Senior Subordinated Notes".

Our Senior Discount Notes and our Senior Subordinated Reset Discount Notes do
not pay interest or principal or interest until maturity on December 31, 2009.
The indebtedness of Huntsman International that restricts payments to us will
mature prior to the maturity of our indebtedness.  We anticipate that we will
have the funds to pay the principal and interest of our notes at maturity from
Huntsman International's distributions or refinancing of our indebtedness.
However, we can make no assurances that the foregoing will occur.

 Securitization of Receivables

On December 21, 2000, we entered into a securitization program arranged by The
Chase Manhattan Bank under which certain trade receivables were and will be
transferred to a special purpose securitization entity.  The acquisition of
these receivables by the entity was financed through the issuance of commercial
paper.  We received $175 million in proceeds from the securitization transaction
which were used to reduce our outstanding indebtedness.

 Capital Expenditures

Capital expenditures for our businesses for the year ended December 31, 2000
were approximately $204.5 million.   In 2000, the largest single capital
expenditure was related to the capacity expansion program at our Geismar,
Louisiana facility which was completed in the first quarter of 2000.  In
September 2000, we announced the construction of a new TiO2 manufacturing plant
at our Greatham, U.K. facility.  This new plant is expected to cost
approximately $80 million and is scheduled to commence production in mid-2002.
We estimate our total capital expenditures for 2001, including expenditures
relating to environmental compliance, to be between $250 million and $285
million.




                                       25
<PAGE>

 Environmental Matters

The operations of any chemical manufacturing plant and the distribution of
chemical products, and the related production of co-products and wastes, entail
risk of adverse environmental effects, and therefore, we are subject to
extensive federal, state, local and foreign laws, regulations, rules and
ordinances relating to pollution, the protection of the environment and the
generation, storage, handling, transportation, treatment, disposal and
remediation of hazardous substances and waste materials.  In the ordinary course
of business, we are subject continually to environmental inspections and
monitoring by governmental enforcement authorities.  The ultimate costs under
environmental laws and the timing of such costs are difficult to predict;
however, potentially significant expenditures could be required in order to
comply with existing or future environmental laws, including any restrictions on
MTBE.  See "Item 1 - Business - Specialty Chemicals - MTBE Developments."

Our capital expenditures relating to environmental matters for the twelve months
ended December 31, 2000 were approximately $35 million.  Capital costs in 2001
are expected to remain at a comparable level for environmental matters.  Capital
expenditures are planned to comply with national legislation implementing the EU
Directive on Integrated Pollution Prevention and Control.  Under this directive,
the majority of our plants will, over the next few years, be required to obtain
governmental authorizations which will regulate air and water discharges, waste
management and other matters relating to the impact of operations on the
environment, and to conduct site assessments to evaluate environmental
conditions.  Although implementing legislation in most Member States is not yet
in effect, it is likely that additional expenditures may be necessary in some
cases to meet the requirements of authorizations under this directive.  In
particular, we believe that related expenditures to upgrade our wastewater
treatment facilities at several sites may be necessary and associated costs
could be material.  Wastewater treatment upgrades unrelated to this initiative
also are planned at certain facilities.  In addition, we may incur material
expenditures, beyond currently anticipated expenditures, in complying with the
EU Directives, particularly the Directive on Hazardous Waste Incineration and
the Seveso II Directive, which govern major accident hazards.  It is also
possible that additional expenditures to reduce air emissions at two of our U.K.
facilities may be material.  Capital expenditures relating to environmental
matters will be subject to evolving regulatory requirements and will depend on
the timing of the promulgation of specific standards which impose requirements
on our operations.  Therefore, we cannot assure you that material capital
expenditures beyond those currently anticipated will not be required under
environmental laws.

Recently Issued Financial Accounting Standards

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No.133 established accounting and
reporting standards for derivative instruments and hedging activities.  It
requires that an entity recognize all derivatives as assets or liabilities in
the balance sheet and measure those instruments at fair value.  SFAS No.133 is
effective as of January 1, 2001 for the Company.  The accounting for changes in
the fair value of a derivative depends on the use of the derivative.  Adoption
of this new accounting standard will not have a material effect on our
statements of operations or financial position.

In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.  SFAS No. 140,
which replaces SFAS No. 125, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, provides accounting and reporting
standards for securitizations and other transfers of assets.  Those standards
are based on consistent application of a financial-components approach that
focuses on control.  Under this approach, after a transfer of assets, an entity
recognizes the assts it controls and derecognizes assets when control has been
surrendered.  SFAS No. 140 provides consistent standards for distinguishing
transfers of financial assets that are sales from those that are secured
borrowings.  The accounting requirements of this standard are effective for
transfers and servicing of financial assets and extinguishments of liabilities
occurring after March 31, 2001 and must be applied prospectively.  The
disclosures required by this standard are required for fiscal years ending after
December 15, 2000.  The Company has provided the disclosures required by this
standard in Note 9 to our consolidated financial statements contained in this
report.  Adoption of the accounting requirements of this standard will not have
a material effect on our statements of operations or financial position.



                                       26
<PAGE>

Cautionary Statement for Forward Looking Information

Certain information set forth in this report contains "forward-looking
statements" within the meaning of federal securities laws.  Forward-looking
statements include statements concerning our plans, objectives, goals,
strategies, future events, future revenues or performance, capital expenditures,
financing needs, plans or intentions relating to acquisitions and other
information that is not historical information.  In some cases, forward-looking
statements can be identified by terminology such as "believes," "expects,"
"may," "will," "should," or "anticipates", or the negative of such terms or
other comparable terminology, or by discussions of strategy.  We may also make
additional forward-looking statements from time to time.  All such subsequent
forward-looking statements, whether written or oral, by us or on our behalf, are
also expressly qualified by these cautionary statements.

All forward-looking statements, including without limitation, management's
examination of historical operating trends, are based upon our current
expectations and various assumptions.  Our expectations, beliefs and projections
are expressed in good faith and we believe there is a reasonable basis for them,
but, there can be no assurance that management's expectations, beliefs and
projections will result or be achieved.  All forward-looking statements apply
only as of the date made.  We undertake no obligation to publicly update or
revise forward-looking statements which may be made to reflect events or
circumstances after the date made or to reflect the occurrence of unanticipated
events.

There are a number of risks and uncertainties that could cause our actual
results to differ materially from the forward-looking statements contained in or
contemplated by this report.  The following are among the factors that could
cause actual results to differ materially from the forward-looking statements.
There may be other factors, including those discussed elsewhere in this report,
that may cause our actual results to differ materially from the forward-looking
statements.  Any forward-looking statements should be considered in light of
these factors.

  Substantial Debt.  We have incurred substantial debt to acquire our
businesses.  A substantial portion of our cash flow from operations must be
dedicated to the payment of principal and interest on our debt.  In addition,
our high degree of debt may make it difficult for us to obtain additional
financing.  Some of our debt is subject to variable interest rates, which makes
us vulnerable to interest rate increases.  Our debt may limit our flexibility to
adjust to changing market conditions and our ability to withstand competitive
pressures.

  Dependence on Joint Ventures.  We conduct a substantial amount of our
operations through our joint ventures.  Our ability to meet our debt service
obligations depends, in part, upon the operation of our joint ventures.  The
failure of any of our joint venture partners to observe its commitments and
differences in views among the partners may have an adverse effect on the
business and operations of the joint ventures, adversely affecting our business
and operations.

  Cyclical Nature of Industry.  Historically, the markets for some of our
products, including most of the products of our petrochemicals business, have
experienced alternating periods of tight supply, causing prices and profit
margins to increase, followed by periods of capacity additions, resulting in
oversupply and declining prices and profit margins.  Currently, several of our
markets are experiencing periods of oversupply, and the pricing of our products
in these markets is depressed.  We cannot guarantee that future growth in demand
for these products will be sufficient to alleviate any existing or future
conditions of excess industry capacity or that such conditions will not be
sustained or further aggravated by anticipated or unanticipated capacity
additions or other events.

  Raw Material Supply.  The prices for a large portion of our raw materials are
similarly cyclical.  Our ability to pass on increases in the cost of raw
materials to our customers is, to a large extent, dependent upon market
conditions.  There may be periods of time in which we are not able to recover
increases in the cost of raw materials due to weakness in demand for or
oversupply of our products.  Additionally, we obtain some of our raw materials
from a few key suppliers.  If any of our key suppliers fails to meet its
obligations, we may be forced to pay higher prices to obtain additional raw
materials, if such raw materials are available at all.  Accordingly, any
interruption in supply or price increase for our raw materials could adversely
affect our business and operations.



                                       27
<PAGE>

  Competition.  The industries in which we operate are highly competitive.
Among our competitors are some of the world's largest chemical companies and
major integrated petroleum companies that have their own raw material resources.
Some of these companies are able to produce products more economically than we
can.  If any of our current or future competitors develop proprietary technology
that enables them to produce products at a significantly lower cost, our
technology could be rendered uneconomical or obsolete.  Moreover, because
certain of our businesses use technology that is widely available, or if we
cannot protect our proprietary technology, new competitors could emerge in
certain product segments of our business.  Further, petroleum-rich countries
have become more significant participants in the petrochemical industry and may
expand this role significantly in the future.  Any of these developments could
have a significant impact on our ability to enjoy higher profit margins during
periods of increased demand.

  Environmental Regulations.  We are subject to extensive federal, state, local
and foreign laws, regulations, rules and ordinances relating to pollution, the
protection of the environment and the use or cleanup of hazardous substances and
wastes.  We may incur substantial costs, including fines, damages, criminal or
civil sanctions and investigation and clean-up expenses, or experience
interruptions in our operations for actual or alleged violations arising under
any environmental laws.  In addition, we could incur significant expenditures in
order to comply with existing or future environmental laws.  Furthermore,
several state and federal initiatives and legislation to rescind the oxygenate
requirements for reformulated gasoline, or to restrict or prohibit the use of
MTBE in particular, have been enacted or are being considered.  Any such
environmental costs or any phase-out of or prohibition against the use of MTBE
could have a material adverse effect on our business and operations.

  International Operations.  We conduct a significant portion of our business
outside the United States.  Our operations outside the United States are subject
to risks normally associated with international operations.  Our business could
be negatively effected by these risks, which include fluctuations in exchange
rates for foreign currencies, trade barriers, tariffs, exchange controls,
national and regional labor strikes, social and political risks, general
economic risks, required compliance with a variety of foreign laws, and the
difficulty of enforcing agreements and collecting receivables through foreign
legal systems.

  Other Factors.  In addition to the factors described above, we face a number
of other uncertainties, including:

     .  inability to obtain new customers or retain existing ones,

     .  ability to integrate the businesses that we acquire,

     .  conflicts of interest between Huntsman Corporation and ICI,

     .  significant changes in our relationship with our employees and the
        potential adverse effects labor disputes or grievances would occur, and

     .  unavailability of, and substantial delays in, transportation of raw
        materials and products.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We are exposed to market risk, including changes in interest rates, currency
exchange rates, and certain commodity prices.  Our exposure to foreign currency
market risk is limited since sales prices are typically denominated in Euros or
US dollars.  To the extent we have material foreign currency exposure on known
transactions, hedges are put in place monthly to mitigate such market risk.  Our
exposure to changing commodity prices is also limited  (on an annual basis)
since the majority of raw material is acquired at posted or market related
prices, and sales prices for finished products are generally at market related
prices which are set on a quarterly basis in line with industry practice.  To
manage the volatility relating to these exposures, we enter into various
derivative transactions.  We hold and issue derivative financial instruments for
economic hedging purposes only.

Our cash flows and earnings are subject to fluctuations due to exchange rate
variation.  Historically, the businesses transferred to us by ICI have managed
the majority of their foreign currency exposures by entering into short-term



                                       28
<PAGE>

forward foreign exchange contracts with ICI. In addition, short-term exposures
to changing foreign currency exchange rates at certain of our foreign
subsidiaries were managed, and will continue to be managed, through financial
market transactions, principally through the purchase of forward foreign
exchange contracts (with maturities of six months or less) with various
financial institutions. While the overall extent of our currency hedging
activities has not changed significantly, we have altered the scope of our
currency hedging activities to reflect the currency denomination of our cash
flows. In addition, we are now conducting our currency hedging activities for
our exposures arising in connection with the businesses transferred to us by ICI
with various financial institutions. We do not hedge our currency exposures in a
manner that would entirely eliminate the effect of changes in exchange rates on
our cash flows and earnings. As of December 31, 2000, we had no outstanding
foreign exchange forward contracts with third party banks. Predominantly our
hedging activity is to sell forward the majority of our surplus non-U.S. dollar
receivables for U.S. dollars. Using sensitivity analysis, the foreign exchange
loss due to these derivative instruments from an assumed 10% unfavorable change
in year-end rates, when considering the effects of the underlying hedged firm
commitment, is not material.

Historically, HSCC used interest rate swaps, caps and collar transactions
entered into with various financial institutions to hedge against the movements
in market interest rates associated with its floating rate debt obligations.  We
do not hedge our interest rate exposure in a manner that would entirely
eliminate the effects of changes in market interest rates on our cash flow and
earnings.  Under the terms of our senior secured credit facilities, we are
required to hedge a significant portion of our floating rate debt.  As a result
and as of December 31, 2000, we had entered into approximately $646 million
notional amount of interest rate swap, cap and collar transactions,
approximately $296 million of which have terms ranging from approximately three
years to five years.  The majority of these transactions hedge against movements
in U.S. dollar interest rates.  The U.S. dollar swap transactions obligate us to
pay fixed amounts ranging from approximately 5.80% to approximately 7.00%.  The
U.S. dollar collar transactions carry floors ranging from 5.00% to 6.25% and
caps ranging from 6.60% to 7.50%.  We have also entered into a euro-denominated
swap transaction that obligates us to pay a fixed rate of approximately 4.30%.
Assuming a 1% (100 basis point) increase in U.S. dollar interest rates, the
effect on the annual interest expense would be an increase of approximately $15
million.  This increase would be reduced by approximately $4.6 million as a
result of the effects of the interest rate swap, cap and collar transactions
described above.

In order to reduce our overall raw material costs, our petrochemical business
enters into various commodity contracts to hedge its purchase of commodity
products.  We do not hedge our commodity exposure in a manner that would
entirely eliminate the effects of changes in commodity prices on our cash flows
and earnings.  At December 31, 2000, we had forward purchase contracts for
105,000 tonnes of naphtha and propane, which qualify for hedge accounting.  In
addition, at December 31, 2000, we had forward purchase and sales contracts for
90,000 and 102,067 tonnes (naphtha and other hydrocarbons), respectively, which
do not qualify for hedge accounting.  A change of 10% in the market price per
tonne of naphtha at December 31, 2000 would result in a hypothetical gain or
loss of approximately $0.4 million.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our Consolidated Financial Statements required by this item are included on the
pages immediately following the Index to Consolidated Financial Statements
appearing on page F-1.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

There have been no changes in our external accountants, Deloitte & Touche LLP,
or disagreements with them on matters of accounting or financial disclosure.



                                       29
<PAGE>

                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Members of our current board of managers and executive officers are listed
below.  The members of the board of managers are appointed by the owner of our
membership interests and hold office until their successors are duly appointed
and qualified.  All officers serve at the pleasure of our board of managers.

Board of Managers and Executive Officers

<TABLE>
<CAPTION>
             Name                Age                               Position
-------------------------------------------------------------------------------------------------------
<S>                                <C>  <C>
Jon M. Huntsman*                    63  Chairman of the Board of Managers and Manager
Jon M. Huntsman, Jr.*               40  Vice Chairman and Manager
Peter R. Huntsman*                  38  President, Chief Executive Officer and Manager
Charles Miller Smith                61  Manager
David Gee                           52  Manager
J. Kimo Esplin                      38  Executive Vice President and Chief Financial Officer
Thomas G. Fisher                    51  Executive Vice President - Tioxide
Michael J. Kern                     51  Executive Vice President - EH&S and Manufacturing Excellence
Robert B. Lence                     43  Executive Vice President, General Counsel and Secretary
Donald J. Stanutz                   50  Executive Vice President - Global Sales and Marketing
L. Russell Healy                    45  Senior Vice President and Finance Director
Karen H. Huntsman*                  62  Vice President
Curtis C. Dowd                      41  Vice President - Corporate Development
James A. Huffman*                   32  Vice President - Strategic Planning
Kevin J. Ninow                      37  Vice President - Petrochemicals Manufacturing
John B. Prows                       47  Vice President - Petrochemicals
Samuel D. Scruggs                   41  Vice President and Treasurer
Graham Thompson                     49  Vice President and Controller
</TABLE>

*Such persons are related as follows: Karen H. Huntsman is the wife of Jon M.
Huntsman. Jon M. Huntsman and Karen H. Huntsman are the parents of Jon M.
Huntsman, Jr. and Peter R. Huntsman. James A. Huffman is a son-in-law of Jon M.
Huntsman and Karen H. Huntsman and brother-in-law of Jon M. Huntsman, Jr. and
Peter R. Huntsman.

Jon M. Huntsman is Chairman of the Board of Managers of both Huntsman
International and Huntsman International Holdings.  He has been Chairman of the
Board of Directors of Huntsman Corporation and all Huntsman companies since he
founded his first company in 1970.  Mr. Huntsman served as Chief Executive
Officer of Huntsman Corporation and its affiliated companies from 1970 to 2000
and of Huntsman International and Huntsman International Holdings until 2000. In
addition, Mr. Huntsman serves or has served on numerous corporate and industry
boards, the Chemical Manufacturers Association and the American Polymers
Council.  Mr. Huntsman was selected in 1994 as the chemical industry's top CEO
for all businesses in Europe and North America. Mr. Huntsman formerly served as
Special Assistant to the President of the United States and as Vice Chairman of
the U.S. Chamber of Commerce.

Jon M. Huntsman, Jr. is Vice Chairman and a Manager of both Huntsman
International and Huntsman International Holdings. Mr. Huntsman, Jr. also serves
as Vice Chairman and Director of Huntsman Corporation.  Mr. Huntsman serves on
the board of directors of Owens-Corning Corporation and on numerous corporate
and not-for-profit boards.  Previously, Mr. Huntsman, Jr. was Senior Vice
President and General Manager of Huntsman Chemical Corporation.  Later he served
as U.S. Deputy Assistant Secretary of Commerce in the International Trade
Administration, U.S. Deputy Assistant Secretary for East Asia and Pacific
Affairs and as the United States Ambassador to the Republic of Singapore.  Mr.
Huntsman, Jr. also serves as President of the Huntsman Cancer Foundation.

Peter R. Huntsman is President, Chief Executive Officer and a Manager of both
Huntsman International and Huntsman International Holdings.  He also serves as
President, Chief Executive Officer and a Director of Huntsman



                                       30
<PAGE>

Corporation. Previously, Mr. Huntsman was Senior Vice President of Huntsman
Chemical Corporation and a Senior Vice President of Huntsman Packaging
Corporation. Mr. Huntsman also served as Vice President - Purchasing for
Huntsman Polypropylene Corporation, and Senior Vice President and General
Manager of Huntsman Polypropylene Corporation. Mr. Huntsman served as Chief
Operating Officer of Huntsman International and Huntsman International Holdings
from 1999 to 2000.

Charles Miller Smith is a Manager.  Mr. Miller Smith also serves as Chairman of
Imperial Chemical Industries PLC.  He was appointed a Non-Executive Director in
1993 and an Executive Director in 1994, succeeding Sir Ronald Hampel as Chief
Executive in 1995 and as Chairman with effect from April 1999.  He was formerly
a Director of Unilever PLC and is Deputy Chairman of Scottish Power PLC and a
Non-Executive Director of HSBC Holdings PLC.  He is also a member of the Board
of Overseers of the Lemberg Programme, Brandeis University.

David J. Gee is a Manager.  Mr. Gee also serves as Vice President Finance of the
ICI Group.  He joined Imperial Chemical Industries PLC in 1974 in its
Pharmaceuticals Business (now AstraZeneca PLC) and has served in numerous roles
including Business Accountant for the Pigments & Chemicals Business of ICI
Organics Division, Chief Accountant of Nobels Explosives, General Manager
Finance of ICI Australia and Chief Financial Officer of ICI Chemicals & Polymers
Limited.  Previously, he was Group Controller of Imperial Chemical Industries
PLC.

J. Kimo Esplin is Executive Vice President and Chief Financial Officer.  Mr.
Esplin also serves as Senior Vice President and Chief Financial Officer of
Huntsman Corporation.  Previously, Mr. Esplin served as Treasurer of Huntsman
Corporation.  Prior to joining Huntsman in 1994, Mr. Esplin was a Vice President
in the Investment Banking Division of Bankers Trust Company, where he worked for
seven years.

Thomas G. Fisher is Executive Vice President - Tioxide.  Mr. Fisher also serves
as Senior Vice President - Tioxide of Huntsman Corporation.  Mr. Fisher has held
several positions with Huntsman that have included the overall management for
Huntsman's PO, maleic anhydride, ethylene oxide, ethylene glycol and butadiene
businesses.  Prior to joining Huntsman in 1994, Mr. Fisher served in a variety
of management positions with Texaco Chemical Company.

Michael J. Kern is Executive Vice President - EH&S and Manufacturing Excellence.
Mr. Kern serves as Senior Vice President - Manufacturing Excellence of Huntsman
Corporation.  Prior to joining Huntsman, Mr. Kern held a variety of positions
within Texaco Chemical Company, including Area Manager - Jefferson County
Operations from April 1993 until joining the Company, Plant Manager of the Port
Neches facility from August 1992 to March 1993, Manager of the PO/MTBE project
from October 1989 to July 1992, and Manager of Oxides and Olefins from April
1988 to September 1989.

Robert B. Lence is Executive Vice President, General Counsel and Secretary.  Mr.
Lence also serves as Senior Vice President and General Counsel of Huntsman
Corporation.  Mr. Lence joined Huntsman in December 1991 from Van Cott, Bagley,
Cornwall & McCarthy, a Salt Lake City law firm, where he was a partner.

Donald J. Stanutz is Executive Vice President - Global Sales and Marketing.  Mr.
Stanutz also serves as Executive Vice President - Global Sales and Marketing of
Huntsman Corporation.  Mr. Stanutz has held several positions with Huntsman that
have included the overall management for Huntsman's performance chemicals
business, specialty polymers business and olefins, oxides and glycols business.
Prior to joining Huntsman in 1994, Mr. Stanutz served in a variety of senior
positions with Texaco Chemical Company.

L. Russell Healy is Senior Vice President and Finance Director.  Mr. Healy also
serves as Vice President - Finance of Huntsman Corporation.  Previously, Mr.
Healy served as Vice President, Tax for Huntsman Corporation.  Prior to joining
Huntsman in 1995, Mr. Healy was a partner with the accounting firm of Deloitte
and Touche, LLP.   Mr. Healy is a CPA and holds a masters degree in accounting.

Karen H. Huntsman is Vice President.  Mrs. Huntsman performs an active role in
all the Huntsman Corporation businesses and currently serves as an officer
and/or board member for many of the Huntsman companies.  By appointment of the
Governor of the State of Utah, Mrs. Huntsman serves as a member of the Utah
State Board of



                                       31
<PAGE>

Regents. Previously, Mrs. Huntsman served on the board of directors of First
Security Corporation. She also serves on the boards of directors of various
other corporate and not-for-profit entities.

Curtis C. Dowd is Vice President - Corporate Development.  Mr. Dowd also serves
as Vice President - Corporate Development of Huntsman Corporation.  Mr. Dowd
previously served as Vice President and General Counsel of Huntsman
Petrochemical Corporation from 1994 to 1998.  From 1991 to 1994, Mr. Dowd was an
associate with the law firm of Skadden, Arps, Slate, Meagher & Flom LLP.  Prior
to attending law school, Mr. Dowd was a CPA with the accounting firm of Price
Waterhouse for over six years.

James A. Huffman is Vice President.  Mr. Huffman also serves as Vice President -
Strategic Planning of Huntsman Corporation, a position which he has held since
1998.  Prior to joining Huntsman in 1998, Mr. Huffman worked for the global
management consulting firm of McKinsey & Company as an engagement manager.  Mr.
Huffman also worked for Huntsman in a variety of positions from 1991 to 1994,
including Director - New Business Development and Manager - Credit for Huntsman
Packaging.

Kevin J. Ninow is Vice President - Petrochemicals Manufacturing. Mr. Ninow also
serves as Vice President - European Petrochemicals of Huntsman Corporation and
since joining Huntsman in 1989, Mr. Ninow has served in a variety of
manufacturing and engineering positions including Vice President of
Manufacturing, Plant Manager - Oxides and Olefins, Plant Manager-C4's,
Operations Manager-C4's, Manager of Technology, Process Control Group Leader,
and Project Engineer.

John B. Prows is Vice President - European Petrochemical Sales.  Mr. Prows also
serves as Vice President - European Petrochemical Sales of Huntsman Corporation
and since joining Huntsman in 1994, Mr. Prows has served as Plant Manager -
Polypropylene, Plant Manager - Polystyrene, and Operations Manager - Styrene
Monomer.  Previously, Mr. Prows worked for Dupont for 13 years in a number of
management and engineering roles in polyethylene, PVC and other manufacturing
processes.

Samuel D. Scruggs is Vice President and Treasurer.  Mr. Scruggs serves as Vice
President and Treasurer of Huntsman Corporation.  Mr.Scruggs previously served
as Vice President and Associate General Counsel of Huntsman Corporation.  Prior
to joining Huntsman in 1995, Mr. Scruggs was an associate with the law firm of
Skadden, Arps, Slate, Meagher & Flom LLP.

Graham Thompson is Vice President and Controller.  Mr. Thompson joined ICI in
1978 in its Organics Division (now AstraZeneca PLC) and served in a number of
positions, including Business Accountant for the Fine Chemicals Manufacturing
Division and Controller of ICI Francolor in Paris.  In 1986, Mr. Thompson joined
the polyurethanes business of ICI and until 1999 served as Business Controller.



                                       32
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

Summary of Compensation

The following summary compensation table sets forth information concerning
compensation earned in the fiscal year ended December 31, 2000, by our chief
executive officer and our remaining four most highly compensated executive
officers at the end of the last fiscal year.

All of the compensation of the named executive officers was paid entirely by
Huntsman Corporation, our ultimate parent company, and we were charged a
management overhead allocation with respect to this compensation.  Compensation
figures for these executive officers represent a prorated percentage of Huntsman
Corporation compensation attributable to services rendered to us and to HSCC,
our predecessor.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                               Annual Compensation(1)
                                             -----------------------------------------------------------------------------------


Name and Principal                  Year           Salary              Bonus              Other                    All Other
Position                                                                                 Annual                 Compensation
                                                                                     Compensation (2)
-----------------------------   ----------   ----------------    ---------------   ------------------        -------------------
<S>                               <C>          <C>                 <C>               <C>                       <C>
Jon M. Huntsman                       2000           $611,538         $        0                                        $ 71,590(3)
Chairman of the Board of              1999           $562,500         $1,594,583                                        $250,081(4)
 Managers and Manager                 1998           $ 66,000         $  375,000                                        $ 44,227(5)


Peter R. Huntsman                     2000           $548,077         $  125,000             $ 66,160(6)                $199,808(7)
 President, Chief                     1999           $375,000         $  600,544             $131,450(8)                $179,665(9)
  Executive Officer and               1998           $ 40,170         $   75,000                                        $ 11,595(10)
  Manager


Jon M. Huntsman, Jr.                  2000           $318,750         $  125,000                                        $ 27,200(11)
 Vice Chairman and                    1999           $225,000         $  413,044                                        $ 51,949(12)
  Manager                             1998           $ 32,156         $   60,000                                        $  9,216(13)

Donald J. Stanutz                     2000           $137,692         $        0             $ 93,176(14)               $ 17,000(15)
Executive Vice President(18)          1999           $187,500         $  187,500             $ 97,728(16)               $125,017(17)

Thomas J. Fisher                      2000           $265,000         $  100,000             $329,036(19)               $108,640(20)
Executive Vice President(23)          1999           $187,500         $  150,000             $ 81,552(21)               $106,259(22)
</TABLE>

(1) All compensation for the named executive officers was paid entirely by
    Huntsman Corporation, our parent company; a charge for management overhead
    allocation for the fiscal year 2000, in the gross amount of $23,000,000 was
    paid by the Company to Huntsman Corporation, which payment included, among
    other things, a portion of the 2000 annual compensation shown on this table.
    Compensation figures for these executives represent a pro-rated percentage
    of Huntsman Corporation compensation attributable to services rendered to
    the Company and to HSCC, our predecessor.
(2) Any blank items in this column reflect perquisites and other personal
    benefits, securities or property received by the named executive officer
    which are less than either $50,000 or 10% of the total annual salary and
    bonus reported for the named executive officer.
(3) Consists of an employer's 401(k) contribution of $1,360, an employer's
    contribution of $10,436 to the Supplemental 401(k) Plan, an employer's
    contribution of $5,440 to the Money Purchase Plan, an employer's
    contribution of $43,483 to the Supplemental Money Purchase Plan, and an
    employer's contribution of $10,871 to an unfunded deferred compensation plan
    known as the Equity Deferral Plan.
(4) Consists of an employer's 401(k) contribution of $39,141, an employer's
    money purchase contribution of $164,065, and an employer's contribution of
    $46,875 to the Equity Deferral Plan.
(5) Consists of an employer's 401(k) contribution of $8,845 and an employer's
    money purchase contribution of $35,382.
(6) Payment of $66,160 for living expenses.
(7) Consists of an employer's 401(k) contribution of $1,700, an employer's
    contribution of $9,262 to the Supplemental 401(k) Plan, an employer's
    contribution of $6,800 to the Money Purchase Plan, an employer's
    contribution of $57,046 to the Supplemental Money Purchase Plan and an
    employer's contribution of $125,000 to the Equity Deferral Plan.



                                       33
<PAGE>

(8)  Perquisites and other personal benefits in the amount of $131,450 were
     provided for the named executive officer, including moving expenses of
     $58,367 and a relocation payment of $71,002.
(9)  Consists of an employer's 401(k) contribution of $14,183, an employer's
     money purchase contribution of $71,732 and an employer's contribution of
     $93,750 to the Equity Deferral Plan.
(10) Consists of an employer's 401(k) contribution of $2,319 and an employer's
     money purchase contribution of $9,276.
(11) Consists of an employer's 401(k) contribution of $1,700, an employer's
     contribution of $6,800 to the Money Purchase Plan and an employer's
     contribution of $18,700 to the Supplemental Money Purchase Plan.
(12) Consists of an employer's 401(k) contribution of $3,410 and an employer's
     money purchase contribution of $48,539.
(13) Consists of an employer's 401(k) contribution of $1,843 and an employer's
     money purchase contribution of $7,373.
(14) Perquisites and other personal benefits in the amount of $93,176, including
     a payment of $47,392 for housing accommodations, a foreign service payment
     of $27,071 as a cost of living adjustment for working abroad and $18,713
     for automobile expenses.
(15) Consists of an employer's 401(k) contribution of $3,400 and an employer's
     money market purchase contribution of  $13,600.
(16) Perquisites and other personal benefits equal to $97,728 were provided for
     the named executive officer, including moving expenses of $50,672 and a
     relocation payment of $28,770.
(17) Consists of an employer's 401(k) contribution of $3,254, an employer's
     money purchase contribution of $28,013 and an employer's contribution of
     $93,750 to the Equity Deferral Plan.
(18) Mr. Stanutz joined the Company in 1999.
(19) Perquisites and other personal benefits in the amount of $329,036,
     including $ 2,727 for moving expenses, a payment of $153,137 for housing
     accommodations, a $27,071 foreign service payment, $9,540 for
     automobile expenses and $136,561 for tax reimbursements.
(20) Consists of  an employer's 401(k) contribution of $3,400, an employer's
     contribution of $2,000 to the Supplemental 401(k) Plan, an employer's money
     market purchase contribution of $13,600, an employer's contribution of
     $16,034 to the Supplemental Money Purchase Plan and an employer's
     contribution of $73,606 to the Equity Deferral Plan.
(21) Perquisites and other personal benefits in the amount of $71,433, including
     moving expenses of $28,057 and a relocation payment of $17,500.
(22) Consists of  an employer's 401(k) contribution of $4,673, an employer's
     money purchase contribution of $24,952 and an employer's contribution of
     $76,634 to the Equity Deferral Plan.
(23) Mr. Fisher joined the Company in 1999.

The following table shows the estimated annual benefits payable under the
Huntsman Corporation's tax-qualified benefit pension plan (the "Huntsman
Corporation Pension Plan") and supplemental pension plan ("SERP") in specified
final average earning and years-of-service classification.

<TABLE>
<CAPTION>
                     Huntsman Corporation Pension Plans Table

Final Average          Years of Benefit Service at Retirement
Compensation       5       10       15       20       25       30       35       40
<S>           <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>
$400,000      30,000   60,000   90,000  120,000  150,000  180,000  210,000  240,000
$425,000      31,900   63,800   95,600  127,500  159,400  191,300  223,100  255,000
$450,000      33,800   67,500  101,300  135,000  168,800  202,500  236,300  270,000
$475,000      35,600   71,300  106,900  142,500  178,100  213,800  249,400  285,000
$500,000      37,500   75,000  112,500  150,000  187,500  225,000  262,500  300,000
$525,000      39,400   78,800  118,100  157,500  196,900  236,300  275,600  315,000
$550,000      41,300   82,500  123,800  165,000  206,300  247,500  288,800  330,000
$575,000      43,100   86,300  129,400  172,500  215,600  258,800  301,900  345,000
$600,000      45,000   90,000  135,000  180,000  225,000  270,000  315,000  360,000
$625,000      46,900   93,800  140,600  187,500  234,400  281,300  328,100  375,000
$650,000      48,800   97,500  146,300  195,000  243,800  292,500  341,300  390,000
$675,000      50,600  101,300  151,900  202,500  253,100  303,800  354,400  405,000
$700,000      52,500  105,000  157,500  210,000  262,500  315,000  367,500  420,000
$725,000      54,400  108,800  163,100  217,500  271,900  326,300  380,600  435,000
$750,000      56,300  112,500  168,800  225,000  281,300  337,500  393,800  450,000
$775,000      58,100  116,300  174,400  232,500  290,600  348,800  406,900  465,000
$800,000      60,000  120,000  180,000  240,000  300,000  360,000  420,000  480,000
</TABLE>

The current Huntsman Corporation Pension Plan benefit is based on the following
formula: 1.5% of final average compensation multiplied by years of credited
service, minus 1.5% of estimated Social Security benefits multiplied by years of
credited service (maximum of 50% of Social Security benefits).  For years of
credited service prior to 2000, benefits are based on a 1.4% formula.  Final
average compensation is based on the highest average of three consecutive years
of compensation.  Messrs. Jon M. Huntsman, Peter R. Huntsman, Jon M. Huntsman,
Jr., Donald J.



                                       34
<PAGE>

Stanutz and Thomas J. Fisher were participants in the Huntsman Corporation
Pension Plan in 2000. For the foregoing named executive officers, covered
compensation under this plan consists of base salary and is reflected in the
"Salary" column of the Summary Compensation Table. Federal regulations require
that for the 2000 plan year, no more than $170,000 in compensation be considered
for the calculation of retirement benefits under the Huntsman Corporation
Pension Plan, and the maximum annual benefit paid from a qualified defined
benefit plan cannot exceed $135,000. Benefits are calculated on a straight life
annuity basis. The benefit amounts under the Huntsman Corporation Pension Plan
are offset for Social Security as described above.

The SERP is a nonqualified supplemental pension plan for designated executive
officers that provides benefits based on certain compensation amounts not
included in the calculation of benefits payable under the Huntsman Corporation
Pension Plan.  Messrs. Jon M. Huntsman, Peter R. Huntsman, Jon M. Huntsman, Jr.,
Donald J. Stanutz and Thomas J. Fisher were participants in the SERP in 2000.
The compensation amounts taken into account for these named executive officers
under the SERP include bonuses (as reflected in the "Bonus" columns of the
Summary Compensation Table) and base salary in excess of the qualified plan
limitations.  The SERP benefit is calculated as the difference between (1) the
benefit determined using the Huntsman Corporation Pension Plan formula with
unlimited base salary plus bonus, and (2) the benefit determined using base
salary as limited by federal regulations.

The number of completed years of credited service as of December 31, 2000 under
the Huntsman Corporation Pension Plan and SERP for the named executive officers
participating in the plans were 30, 17, 17, 27 and 28 years for Messrs. Jon M.
Huntsman, Peter R. Huntsman, Jon M. Huntsman Jr., Donald J. Stanutz and Thomas
J. Fisher, respectively.

Compensation of Managers

The managers do not receive any additional compensation for their service as
managers.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company has 1,000 membership interests issued and outstanding.  We are a 60%
owned affiliate of an indirect subsidiary of Huntsman Corporation, 500 Huntsman
Way, Salt Lake City, Utah 84108.  Huntsman Corporation is owned by Jon M.
Huntsman and his family.  ICI directly owns 30% of our membership interests. The
remaining 10% of our membership interests are owned by BT Capital Investors, LP,
Chase Equity Associates, LP, GS Mezzanine Partners, LP and GSMP(HICI), Inc.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

General

We share numerous services and resources with Huntsman Corporation and ICI.  We
also rely on Huntsman Corporation and ICI to supply some of our raw materials
and to purchase a significant portion of our products.

We have entered into an agreement with Huntsman Corporation under which Huntsman
Corporation provides us with administrative support and a range of services,
including treasury and risk management, human resources, technical and legal
services for our businesses in the U.S. and elsewhere.  In 2000, we paid $23
million for these services.  We also participate in Huntsman Corporation's
worldwide insurance program.  Furthermore, we expect to enter into one or more
agreements under which we will provide to Huntsman Corporation and certain of
its subsidiaries a range of support services, including treasury, human
resources, technical and legal services for Huntsman Corporation's businesses in
Europe and elsewhere.  These agreements will provide for fees based on an
equitable allocation of the general and administrative costs and expenses.



                                       35
<PAGE>

November 2000 Agreements with HSCC and ICI

 Sale of Equity Interests in Holdings

On November 2, 2000, ICI entered into agreements with HSCC, our company and
Huntsman International, under which ICI has an option to transfer to HSCC or its
permitted designated buyers, and HSCC or its permitted designated buyers have a
right to buy, our membership interests that are indirectly held by ICI for $365
million plus interest from November 30, 2000 until the completion of such sale.
ICI's sale of those membership interests is subject to regulatory approval,
receipt of necessary third party consents, the completion by ICI of an offering
of our Senior Subordinated Reset Discount Notes held by ICI, which condition may
be waived by ICI, and other standard conditions. Additionally, ICI may only
exercise its option to transfer the membership interests to HSCC between April
2001 and July 2001. See "Description of Put and Call Options".

In addition, and in the event that ICI completes the transfer of our membership
interests as described above, the affiliates of The Goldman Sachs Group who
collectively own a 1.1% membership interest in our company have agreed to
transfer those interests to HSCC, or its designee, in exchange for approximately
$13.5 million plus interest from November 30, 2000 until the completion of such
sale.

ICI has further agreed with us on new contractual terms with respect to ICI's
obligation to transfer its interests in Nippon Polyurethane Industry Co. Ltd.
Holdings and ICI have also agreed to settle certain indemnification matters in
relation to ICI and Holdings has agreed to pay a portion of the costs of an
offering by ICI of our Senior Subordinated Reset Discount Notes held by ICI.
See "Amendment of Indenture Governing Our Senior Subordinated Reset Discount
Notes".   Furthermore, ICI and our company agreed to finalize other ancillary
agreements contemplated by the contribution agreement in 1999 under which we
acquired certain businesses of ICI and to enter into additional agreements in
order to resolve other issues outstanding since our transaction with ICI in
1999.

 Amendment of Indenture Governing Our Senior Subordinated Reset Discount Notes

Pursuant to our November 2000 agreements with ICI, our company and ICI amended
and restated the indenture governing the terms of our Senior Subordinated Reset
Discount Notes. The amendments, among other changes, delayed the date on which
the accretion rate of those notes will be reset until September 30, 2004 and
extended the period during which we can redeem those notes at the then accreted
value until June 30, 2004; the notes will not then be redeemable until the reset
date and will thereafter be redeemable at a declining premium to accreted value.
However, if ICI does not resell our Senior Subordinated Reset Discount Notes by
July 30, 2001 and if neither our company nor ICI exercises its put or call
option prior to July 30, 2001, then we have agreed to further amend the terms of
the Senior Subordinated Reset Discount Notes and the indenture governing those
notes so as to return the indenture and the Senior Subordinated Reset Discount
Notes to their form prior to the amendment and restatement, which primarily will
have the effect of (1) moving forward the date on which the reset of the
accretion rate will occur, (2) changing the method by which the reset accretion
rate is determined, and (3) shortening the period during which we may optionally
redeem the Senior Subordinated Reset Discount Notes.

 Adjustments to Consideration

ICI was not in a position to transfer its interests in Nippon Polyurethane
Industry Co. Ltd. and Arabian Polyol Company Limited to us at the closing of the
transaction contemplated by the contribution agreement. Under the terms of the
contribution agreement under which we acquired ICI's and HSCC's businesses, we
did not receive a purchase price adjustment with respect to those retained joint
venture interests. Instead, ICI has agreed to hold the retained joint venture
interests for our benefit and to pay to us any dividends received from the joint
ventures, and we agreed to indemnify ICI for any losses relating to any such
retained joint venture interest from the closing until such time as such
interests are transferred to us or we receive a refund with respect to such
interests. ICI is required to pay us an amount equal to the higher of $3 million
and the fair market value as of the closing of our transaction with ICI of the
Arabian Polyol joint venture interest if either (1) any of the other joint
venture partners exercise a right of first refusal to acquire that joint venture
interest or (2) on or before June 30, 2001, ICI has not obtained all consents
necessary to transfer that interest to us. In addition, and pursuant to the
contribution agreement as modified



                                       36
<PAGE>

by our November 2000 agreements with ICI, ICI has agreed to pay us $31 million
in respect of the Nippon Polyurethane joint venture interest because ICI has
determined that it will not be able to obtain all consents necessary to transfer
that interest to us on or before March 31, 2001. We do not believe the failure
by ICI to transfer these interests will have a material adverse impact on our
results of operations or cash flows.

 Warranties and Indemnification

In connection with our transaction with HSCC and ICI in 1999, both ICI and HSCC
gave standard warranties to us in connection with the businesses being
transferred, including warranties relating to environmental liabilities and
potential environmental liabilities; existence of, or breaches in connection
with, any material contracts; and tax matters.  Under our November 2000
agreements with ICI, we also agreed with ICI that the approximately (Pounds)10
million of payments that they had made with respect to our indemnity claims in
relation to emissions from the Greatham site prior to the acquisition
constituted final settlement of that claim. We also waived any rights that we
may have with respect to certain notices of claim that we had previously filed
with ICI, which waived notices we do not believe met the threshold requirements
for recovery under the contribution agreement or were material in meeting such
threshold.

 Description of Put and Call Options

Under our November 2000 agreements with ICI, ICI has an option to transfer to
HSCC or its permitted designated buyers, and HSCC or its permitted designated
buyers have a right to buy, the membership interests in our company that are
indirectly held by ICI for $365 million plus interest from November 30, 2000
until the completion of such sale. HSCC may select a buyer approved by ICI and
the other holders of our membership interests to purchase all or a portion of
the membership interests. Pre-approved buyers include Jon M. Huntsman and
members of his family; entities at least 80% owned either by Huntsman
Corporation, members of the Huntsman family, Kerry Packer (a minority interest
holder of Huntsman Petrochemical Corporation), members of the Packer family; a
subsidiary of our company or any affiliate of a financial institution, provided
that such financial institution cannot own more than 14.99% of our outstanding
membership interests. The parties' obligations to complete any such sale will be
subject to receipt of regulatory approval and necessary third party consents.
For three years following the completion of such a sale, ICI has agreed not to
engage in any business in which our company is engaged at the time of such sale.
Unless waived by ICI, the right of HSCC or its permitted designees to buy the
membership interests is contingent (which expires if not exercised by July 2001)
upon the completion of a resale of our Senior Subordinated Reset Discount Notes
that are held by ICI. Additionally, ICI may only exercise its option to transfer
the membership interests to HSCC between April 2001 and July 2001.

If neither party exercises its option to acquire the membership interests of
Holdings as set forth in the preceding paragraph, then, pursuant to the terms of
the Limited Liability Company Agreement for Holdings, HSCC has the option to
purchase, and ICI has the right to require HSCC to purchase, ICI's 30%
membership interest in our company between June 30, 2002 and June 30, 2003
subject to extension under some circumstances. The exercise price for each of
these put and call options will be based partially upon an agreed formula and
the parties' agreed value of our businesses or based upon a third party
valuation at the time of the exercise of a put or a call option. If the put or
call option is exercised and HSCC does not purchase ICI's interests in
accordance with the terms of the put or call option, then ICI has the right to
sell its interest in Holdings in a public offering or a private sale and, if the
proceeds of the sale are less than the put or call option exercise price, ICI
has the right to require HSCC to sell, for the benefit of ICI, sufficient
membership interests in Holdings owned by HSCC as are necessary to provide ICI
with proceeds equal to the shortfall.

Under the terms of an agreement between HSCC and BT Capital Investors, L.P.,
J.P. Morgan Partners (BHCA), L.P., GS Mezzanine Partners, L.P. and GSMP (HICI),
Inc., each of these institutional investors has the right to require HSCC to
purchase their respective membership interests in our company contemporaneously
with any exercise of the HSCC and ICI put and call arrangements, except as
described below. In addition, each such institutional investor has the right to
require HSCC to purchase its membership interest in our company at any time
after June 30, 2004. Each such institutional investor also has an option to
require HSCC to purchase its membership interest in our company following the
occurrence of a change of control of our company or Huntsman Corporation. HSCC
has the option to purchase all outstanding membership interests owned by the
institutional investors at any



                                       37
<PAGE>

time after June 30, 2006. The exercise price for each of these put and call
options will be the value of our business as agreed between HSCC and the
institutional investors or as determined by a third party at the time of the
exercise of the put or call option. If HSCC, having used commercially reasonable
efforts, does not purchase such membership interests, the selling institutional
investor will have the right to require us to register such membership interests
for resale under the Securities Act of 1933, as amended.

In addition, and in the event that ICI completes the transfer of its membership
interests in Holdings pursuant to our November 2000 transaction with ICI, GS
Mezzanine Partners, L.P. and GSMP (HICI), Inc., who collectively own a 1.1%
membership interest in our company, have agreed to transfer those interests to
HSCC, or its designee, in exchange for approximately $13.5 million plus interest
from November 30, 2000 until the completion of such sale. Furthermore, BT
Capital and J.P. Morgan Partners have waived their rights, subject to certain
conditions, to require HSCC to purchase their respective membership interests in
our company in connection with the exercise of a put or call arrangement on or
before July 30, 2001.

We expect that HSCC, together with Huntsman Corporation, will use the proceeds
received from Bain Capital, Inc. to finance the purchase of our membership
interests held by ICI and The Goldman Sachs Group. See "Item 1 -Business -
Recent Events - Proposed Investment by Bain Capital in Huntsman Corporation". In
addition, our November 2000 arrangements with ICI and the other holders of
membership interests permit our subsidiaries to provide only up to $70 million
of the purchase price for such membership interests.

Specialty Chemicals Business

 Acquisition of Polyurethanes Business

On March 14, 2001, we entered into a definitive purchase agreement for the
acquisition of the polyurethanes business of ICI India for an agreed purchase
price of approximately $17 million. Located in Thane (Maharashtra), India, the
business has sales in India and Southern Asia.  The business will be integrated
into the Specialty Chemicals division of the Company.  The transaction is
expected to close in March 2001.

 Supply Contracts

We are interdependent with Huntsman Petrochemical Corporation with respect to
the supply of certain other feedstock, utilities and products.  Under a supply
agreement that expires in 2012, we are required to sell, and Huntsman
Petrochemical Corporation is required to purchase, all of the steam that we
generate at our PO facility.  Huntsman Petrochemical Corporation reimburses us
for the cost of the steam that it purchases from us.  Under separate supply
agreements, we have agreed to purchase our requirements of mono-ethylene glycol
and tri-ethylene glycol from Huntsman Petrochemical Corporation at market prices
for use in our PO operations.  Furthermore, in exchange for Huntsman
Petrochemical Corporation's PG tolling services, we pay Huntsman Petrochemical
Corporation a reservation fee, adjusted annually for inflation, plus a variable
toll fee equal to Huntsman Petrochemical Corporation's cost of operating the PG
plant.  In 2000, we paid Huntsman Petrochemical Corporation approximately $5.2
million in fees under these contracts and received approximately $12.5 million
in reimbursements from Huntsman Petrochemical Corporation.

 PO Supply Agreement

Pursuant to an existing agreement with Huntsman Petrochemical Corporation that
expires in 2012, we are obligated to sell, and Huntsman Petrochemical
Corporation is obligated to buy, all PO produced at our PO facility in Port
Neches, Texas which is not purchased by our other customers.  We are entitled to
receive market prices for the PO purchased by Huntsman Petrochemical
Corporation.  In 2000, Huntsman Petrochemical Corporation spent approximately
$63 million under this agreement.  Based on current market price and the current
commitments of our other customers to purchase our PO, we anticipate that
Huntsman Petrochemical Corporation will spend at least $35 million per year
under this agreement.



                                       38
<PAGE>

 Propylene Supply Agreement

Pursuant to an existing agreement that expires in 2012, Huntsman Petrochemical
Corporation is obligated to provide 100% of the propylene required by us for
operation of our PO facility, up to a maximum of 350 million pounds per year.
We pay market prices for the propylene supplied by Huntsman Petrochemical
Corporation.  In 2000, we spent approximately $64 million under this agreement.

 Services Contracts

During 2000 we continued to purchase services under a contract with ICI which
were in reality being delivered by Enron Teesside Operations Limited ("ETOL").
These services include the operation and maintenance of various infrastructure,
effluent disposal, storage of engineering materials, analytical and distribution
assets. We terminated this arrangement in August 2000, at which time we entered
into a new arrangement directly with ETOL.

In addition, during 2000 other services mainly supplied by ICI, such as
occupational health and engineering ,were either assimilated within Huntsman or
renegotiated with new suppliers.  The terms of  these new agreements generally
reflect market or below market rates.

In order to operate the PO business, we have entered into a series of contracts
with Huntsman Petrochemical Corporation that expire in 2012 under which Huntsman
Petrochemical Corporation operates and maintains the PO facility, including the
provision of management, personnel, transportation, information systems,
accounting, tax and legal services, and research and development to our PO
business.  Generally, under these agreements, we pay Huntsman Petrochemical
Corporation an amount equal to its actual costs for providing us with each of
these services.  In 2000, we paid Huntsman Petrochemical Corporation
approximately $34 million under these agreements, which we believe to be
equivalent to that which would be paid under arm's length negotiations.

Petrochemicals Business

 Naphtha Supply Agreement

We have entered into a product supply agreement with ICI, which requires ICI to
supply and us to buy the entire naphtha output (up to 2.98 billion pounds per
year) of the Phillips Imperial Petroleum Limited refinery at Teesside and
specified amounts of other feedstock available to ICI from operations on
Teesside.  We purchase these products on terms and conditions which reflect
market prices.  During 2000, we spent approximately $301 million under this
agreement.

In connection with our November 2000 agreements with ICI and because ICI has
disposed of its interests in the refinery, we may terminate our product supply
agreement for naphtha upon one year's prior notice, effective no sooner than
January 4, 2003, and payment of $5 million. If we do not so elect to terminate,
then such contract shall terminate automatically on January 4, 2004.

 Supply Contracts

We have entered into several agreements with ICI and an affiliate for the supply
of ethylene and the supply of hydrogen to and from affiliates of ICI.  The terms
and conditions of these agreements are substantially the same as agreements or
non-contractual arrangements existing prior to the closing of the transfer of
ICI's petrochemicals business to us, which generally reflect market prices. ICI
has announced the divestment of its interests in these businesses at the end of
2000, with the exception of one ethylene customer.  During 2000 we spent
approximately $12 million, and ICI spent approximately $105 million, under these
agreements.

In addition, there are certain supply agreements with ethylene customers which
have not yet been novated from ICI to Huntsman.  Until these contracts are
novated, Huntsman continues to invoice ICI who in turn invoice the customer.
During the twelve months ended December 31, 2000, ICI made purchases of
approximately $173 million relating to these agreements.



                                       39
<PAGE>

 Utilities Contracts

We have entered into several agreements with ICI and an affiliate of ICI
relating to the provision of certain utilities, including steam, fuel gas,
potable water, electricity, water and compressed air by us to an affiliate.  The
terms and conditions of these agreements are substantially the same as
agreements or non-contractual arrangements existing prior to the closing of the
transfer of ICI's businesses to us, which generally reflect either market prices
or prices based upon cost plus a reasonable fee, which we believe, taken
together, reflect market or below market rates.  During the twelve months ended
December 31, 2000, ICI spent approximately $4 million under these agreements.
The affiliate concerned was divested by ICI at the end of 2000.

 Services Contracts

We have entered into several agreements with ICI and its affiliates relating to
a wide range of operational services both to and from ICI or its affiliates,
primarily at Teesside.  These operational services include the operation and
maintenance of various infrastructure, effluent disposal, storage, jetty, and
distribution assets.  The terms and conditions of these agreements are
substantially the same as agreements or non-contractual arrangements existing
prior to the closing of the transfer of ICI's businesses to us, which generally
reflect either market prices or prices based upon cost plus a reasonable fee,
which we believe, taken together, reflect market or below market rates.  The ICI
businesses/affiliates to whom these agreements relate were divested by ICI at
the end of 2000.

In addition, we have entered into agreements relating to the provision by ICI or
its affiliates to us of a range of support services for the efficient transition
of the change of business ownership.  These services may include various human
resources, occupational health, analytical, engineering or purchasing services.
The terms and conditions of these agreements are substantially the same as
agreements or non-contractual arrangements existing prior to the closing of the
transfer of ICI's businesses to us, which generally reflect either market prices
or prices based upon cost plus a reasonable fee, which we believe, taken
together, reflect market or below market rates.  These services have been
largely discontinued.

During the twelve months ended December 31, 2000, we spent approximately $10
million, and ICI spent approximately $7 million, under the service contracts.

Tioxide Business

 Supply Agreement with ICI Paints

We have an existing agreement with the paints business of ICI to supply TiO2.
At the current level of commitment, we supply approximately 60,000 tonnes of
TiO2 per year at market prices.  We have revised and extended the agreement to
ensure that it remains consistent with developments in the market.  The revised
agreement expires no earlier than December 31, 2003 upon at least twelve months'
notice.  In 2000, ICI spent approximately $98 million under this agreement.

 Feedstock Supply Contracts

Through January 9, 2001, when ICI sold its interest in the supplying businesses
to INEOS, we had several agreements whereby ICI and its affiliates supplied us
with sulphur, sulphuric acid, caustic soda and chlorine.  The terms and
conditions of the agreements with ICI were substantially the same as agreements
or non-contractual arrangements existing prior to the closing of the transfer of
ICI's businesses to us, which generally reflect market prices.  In 2000, we
spent approximately $14 million under these agreements.

We have also operated an agreement with an affiliate of ICI relating to the
supply of titanium tetrachloride.  The terms and conditions of this agreement
with ICI was substantially the same as agreements or non-contractual
arrangements existing prior to the closing of the transfer of ICI's businesses
to us, which generally reflect market prices.  In 2000, we spent approximately
$1.6 million under this arrangement. This agreement will continue through 2001.



                                       40
<PAGE>

 Utilities Contracts

We have entered into several agreements with ICI and its affiliates relating to
the supply of certain utilities including steam, water and electricity by
affiliates of ICI to us at Billingham.  The terms and conditions of these
agreements are substantially the same as agreements or non-contractual
arrangements existing prior to the closing of the transfer of ICI's businesses
to us, which generally reflect either market prices or prices based upon cost
plus a reasonable fee, which we believe, taken together, reflect market or below
market rates.  In 2000, we spent approximately $150,000 under these agreements.

 Services Contracts

We have entered into several agreements with ICI or its affiliates relating to a
wide range of operational services.  These operational services will include the
operation and maintenance of various infrastructure, effluent disposal, storage
and distribution assets.  The terms and conditions of these agreements are
substantially the same as agreements or non-contractual arrangements existing
prior to the closing of the transfer of ICI's businesses to us, which generally
reflect either market prices or prices based upon cost plus a reasonable fee,
which we believe, taken together, reflect market or below market rates.

In addition, we have entered into several agreements relating to the provision
by ICI or its affiliates to us of a range of support services for the efficient
transition of business ownership.  These services include various human
resources, occupational health, analytical, engineering or purchasing services.
The terms and conditions of these agreements to be substantially the same as
agreements or non-contractual arrangements existing prior to the closing of the
transfer of ICI's businesses to us, which generally reflect either market prices
or below market rates.  In 2000, we spent approximately $15 million under these
agreements.

Tax Sharing Arrangement

Pursuant to our Limited Liability Company Agreement and the Limited Liability
Company Agreement of Huntsman International, we have a tax sharing arrangement
with all the holders of all of our membership interests.  Under the arrangement,
because we are treated as a partnership for U.S. income tax purposes, we will
make payments to holders of our membership interests, in an amount equal to the
U.S. federal and state income taxes we would have paid had we been a
consolidated or unitary group for federal tax purposes.  The arrangement also
provides that we will receive cash payments from the membership interest holders
in amounts equal to the amount of U.S. federal and state income tax refunds or
benefit against future tax liabilities equal to the amount we would have
received from the use of net operating losses or tax credits generated by us.


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)

     1.   Consolidated Financial Statements:
          See Index to Consolidated Financial Statements on page F-1

     2.   Financial Statement Schedule:
          See Index to Consolidated Financial Statements on page F-1

     3.   Description of Exhibits

     3.1  Certificate of Formation of Huntsman International Holdings LLC (f/k/a
          Huntsman ICI Holdings LLC) (incorporated by reference to Exhibit 3.1
          to our registration statement on Form S-4 (File No. 333-88057))

     3.2  Amended and Restated Limited Liability Company Agreement of Huntsman
          International Holdings LLC (f/k/a Huntsman ICI Holdings LLC) dated
          June 30,



                                       41
<PAGE>

          1999 (incorporated by reference to Exhibit 3.2 to our registration
          statement on Form S-4 (File No. 333-88057))

     3.3  Certificate of Amendment to Certificate of Formation of Huntsman ICI
          Holdings LLC***

     4.1  Amended and Restated Indenture, dated as of August 2, 1999, between
          Huntsman International Holdings LLC (f/k/a Huntsman ICI Holdings LLC)
          and Bank One, N.C., as Trustee, relating to the 13.375% Senior
          Discount Notes due 2009 (incorporated by reference to Exhibit 4.1 to
          our registration statement on Form S-4 (File No. 333-88057))

     4.2  Form of certificate of 13.375% Senior Discount Note due 2009 (included
          as Exhibit A-3 to Exhibit 4.1)

     4.3  First Amendment, dated January 5, 2000, to Indenture dated as of June
          30, 1999 among Huntsman International LLC (f/k/a Huntsman ICI
          Chemicals LLC), as Issuer, each of the Guarantors named therein and
          Bank One, N.A., as Trustee (incorporated by reference to Exhibit 4.4
          to our registration statement on Form S-4 (File No. 333-88057))

     10.1 Contribution Agreement, dated as of April 15, 1999, by and among
          Imperial Chemical Industries PLC, Huntsman Specialty Chemicals
          Corporation, Huntsman International Holdings LLC (f/k/a Huntsman ICI
          Holdings LLC) and Huntsman International LLC (f/k/a Huntsman ICI
          Chemicals LLC) as amended by the first Amending Agreement, dated June
          4, 1999, the second Amending Agreement, dated June 30, 1999, and the
          third Amending Agreement, dated June 30, 1999 (incorporated by
          reference to Exhibit 10.1 to our registration statement on Form S-4
          (File No. 333-88057))

     10.2 Purchase and Sale Agreement (PO/MTBE Business), dated March 21, 1997,
          among Texaco, Texaco Chemical Inc. and Huntsman Specialty Chemicals
          Corporation (incorporated by reference to Exhibit 10.2 to our
          registration statement on Form S-4 (File No. 333-88057))

     10.3 Operating and Maintenance Agreement, dated as of March 21, 1997, by
          and between Huntsman Specialty Chemicals Corporation and Huntsman
          Petrochemical Corporation (incorporated by reference to Exhibit 10.3
          to our registration statement on Form S-4 (File No. 333-88057))

     10.4 Credit Agreement, dated as of June 30, 1999, by and among Huntsman
          International LLC (f/k/a Huntsman ICI Chemicals LLC), Huntsman
          International Holdings LLC (f/k/a Huntsman ICI Holdings LLC), Bankers
          Trust Company, Goldman Sachs Credit Partners LP, The Chase Manhattan
          Bank, and Warburg Dillon Read and various lending institutions party
          thereto (incorporated by reference to Exhibit 10.4 to our registration
          statement on Form S-4 (File No. 333-88057))

     10.5 Asset Sale Agreement, dated June 30, 1999, by and between BP
          Chemicals Limited and Huntsman International LLC (f/k/a Huntsman ICI
          Chemicals LLC) (incorporated by reference to Exhibit 10.5 to our
          registration statement on Form S-4 (File No. 333-88057))



                                       42
<PAGE>

     10.6  Joint Venture Agreement, dated as of October 18, 1993, between
           Tioxide Americas Inc. and Kronos Louisiana, Inc. (incorporated by
           reference to Exhibit 10.6 to our registration statement on Form S-4
           (File No. 333-88057))

     10.7  Shareholders Agreement, dated as of January 11, 1982, by and among
           Imperial Chemical Industries PLC, ICI American Holdings, Inc. and
           Uniroyal, Inc. (incorporated by reference to Exhibit 10.7 to our
           registration statement on Form S-4 (File No. 333-88057))

     10.8  Operating Agreement, dated December 28, 1981, between Uniroyal, Inc.,
           Rubicon Chemicals, Inc. and Rubicon, Inc. (incorporated by reference
           to Exhibit 10.8 to our registration statement on Form S-4 (File No.
           333-88057))

     10.9  Liability and Indemnity Agreement, dated December 28, 1981, by and
           among Rubicon Inc., Rubicon Chemicals Inc., Imperial Chemical
           Industries PLC, ICI American Holdings Inc., ICI Americas Inc. and
           Uniroyal Inc. (incorporated by reference to Exhibit 10.9 to our
           registration statement on Form S-4 (File No. 333-88057))

     10.10 Amended and Restated Indenture, dated as of November 17, 2000,
           between Huntsman International Holdings LLC (f/k/a Huntsman ICI
           Holdings LLC) and Bank One, N.A., as Trustee, relating to the 8%
           Senior Subordinated Reset Discount Notes due 2009.

     10.11 Form of certificate of 8% Senior Subordinated Discount due 2009
           (included in Exhibit A to Exhibit 10.10)

     10.12 Indenture, dated as of June 30, 1999, among Huntsman Internation LLC
           (f/k/a Huntsman ICI Chemicals LLC), the Guarantors party thereto and
           Bank One, N.A., as Trustee, relating to the 10 1/8% Senior
           Subordinated Notes due 2009. (incorporated by reference to Exhibit
           10.12 to our registration statement on Form S-4 (File No. 333-88057))

     10.13 Form of certificate of 10 1/8% Senior Subordinated Notes due 2009
           denominated in dollars (included in Exhibit A-3 to Exhibit 10.12)
           (incorporated by reference to Exhibit 10.13 to our registration
           statement on Form S-4 (File No. 333-88057))

     10.14 Form of certificate of 10 1/8% Senior Subordinated Notes due 2009
           denominated in euros (included in Exhibit A-4 to Exhibit 10.12)
           (incorporated by reference to Exhibit 10.14 to our registration
           statement on Form S-4 (File No. 333-88057))

     10.15 Form of Guarantee (included in Exhibit E to Exhibit 10.12)
           (incorporated by reference to Exhibit 10.15 to our registration
           statement on Form S-4 (File No. 333-88057))

     10.16 Titanium Dioxide Supply Agreement, dated July 3, 1997, by and between
           Imperial Chemicals Industries PLC and Tioxide Group (incorporated by
           reference to Exhibit 10.10 to our registration statement on Form S-4
           (File No. 333-88057))*

     10.17 Slag Sales Agreement, dated July 10, 1997, by and between Richards
           Bay Iron and Titanium (Proprietary) Limited and Tioxide S.A. (Pty)
           Limited


                                       43
<PAGE>

            (incorporated by reference to Exhibit 10.11 to our registration
            statement on Form S-4 (File No. 333-88057))*

     10.18  Slag Sales Agreement, dated April 19, 2000, by and between Qit-Fer
            Et Titane Inc. and Tioxide Europe Limited**, ***

     10.19  Supply Agreement, dated April 13, 1999, by and between Shell Trading
            International Limited and ICI Chemicals & Polymers Limited
            (incorporated by reference to Exhibit 10.13 to our registration
            statement on Form S-4 (File No. 333-88057))*

     10.20  Amendment, dated February 7, 2001, to the Supply Agreement, dated
            April 13, 1999, by and between Shell Trading International Limited
            and ICI Chemicals & Polymers Limited**, ***

     10.21  First Amendment, dated as of December 21, 2000, by and among
            Huntsman International LLC, Huntsman International Holdings LLC, the
            financial institutions named therein, as Lenders, Bankers Trust
            Company, as Lead Arranger, Administrative Agent for the Lenders and
            Sole Book Manager, Goldman Sachs Credit Partners L.P., as
            Syndication Agent and Co-Arranger and The Chase Manhattan Bank and
            Warburg Dillon Read (a division of UBS AG), as Co-Arrangers and as
            Co-Documentation Agents, to the Credit Agreement dated as of
            June 30, 1999***

     10.22  Second Amendment, dated as of March 5, 2001, is entered into by and
            among Huntsman International LLC, Huntsman International Holdings
            LLC, the undersigned financial institutions, including Bankers Trust
            Company, in their capacities as lenders hereunder, Bankers Trust
            Company, as Lead Arranger, Administrative Agent for the Lenders and
            Sole Book Manager, Goldman Sachs Credit Partners L.P., as
            Syndication Agent and Co-Arranger and The Chase Manhattan Bank and
            UBS Warburg LLC (as successor to Warburg Dillon Read), as Co-
            Arrangers and as Co-Documentation Agents, to the Credit Agreement
            dated as of June 30, 1999***

     10.23  Contribution Agreement, among Huntsman International LLC, as
            Contributor and Originator, and Huntsman Receivables Finance LLC, as
            the Company, dated as of December 20, 2000***

     10.24  Huntsman Master Trust Pooling Agreement, dated as of December 21,
            2000, among Huntsman Receivables Finance LLC, as Company, Huntsman
            (Europe) BVBA, as Master Servicer, and Chase Manhattan Bank
            (Ireland) Plc, as Trustee***

     10.25  Huntsman Master Trust, Series 2000-1 Supplement, dated as of
            December 21, 2000, to Pooling Agreement dated as of December 21,
            2000, among Huntsman Receivables Finance LLC, as Company, Huntsman
            (Europe), BVBA, as Master Servicer, The Chase Manhattan Bank, as
            Funding Agent, Park Avenue Receivables Corp., as Series 2000-1
            Initial Purchaser, the several financial institutions party thereto
            from time to time as Series 2000-1 APA Banks, and Chase Manhattan
            Bank (Ireland) Plc, as Trustee***

     10.26  Servicing Agreement, dated as of December 21, 2000, among Huntsman
            Receivables Finance LLC, as the Company, Huntsman (Europe) BVBA, as
            Master Servicer, Tioxide Americas Inc, Huntsman ICI Holland B.V.,
            Tioxide Europe Limited, Huntsman International LLC, Huntsman
            Petrochemicals (UK) Limited, Huntsman Propylene Oxide Ltd., Huntsman
            International Fuels L.P., as



                                       44
<PAGE>

            Local Servicers, Chase Manhattan Bank (Ireland) Plc, as Trustee,
            Pricewaterhousecoopers, as Liquidation Servicer, and Huntsman
            International LLC, as Servicer Guarantor***

     10.27  U.S. Receivables Purchase Agreement, Huntsman International LLC, as
            Purchaser, and Tioxide Americas Inc., Huntsman Propylene Oxide Ltd.
            and Huntsman International Fuels L.P., each as a Seller and an
            Originator***

     10.28  Dutch Receivables Purchase Agreement, dated as of December 21, 2000,
            between Huntsman International LLC, as Purchaser, Huntsman ICI
            Holland B.V., as Originator, Huntsman ICI (Europe) B.V.B.A., as
            Master Servicer***

     10.29  U.K. Receivables Purchase Agreement, dated as of December 20, 2000,
            between Huntsman International LLC, as Purchaser, Tioxide Europe
            Limited and Huntsman Petrochemicals (UK) Limited, as Originators,
            and Huntsman (Europe) B.V.B.A., as Master Servicer***

     21.1   Subsidiaries of Huntsman International Holdings LLC***


*    Confidential treatment pursuant to Rule 406 of the Securities Act has been
     previously granted by the SEC.

**   Portions of this document have been omitted and previously filed separately
     with the SEC pursuant to requests for confidential treatment pursuant to
     Rule 406 of the Securities Act and Rule 24b-2 of the Exchange Act.

***  Previously filed as an exhibit to Registrant's Form 10-K, filed on March
     21, 2001 (File No. 333-88057).

(b)  The Company filed no reports on Form 8-K for the year ended December 31,
     2000.



                                       45
<PAGE>

                                   SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Huntsman International Holdings LLC has duly caused this Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Everberg, Country of Belgium, on the 25th day of April, 2001.


                                  Huntsman International Holdings LLC



                                  By:     /s/ J. Kimo Esplin
                                     ---------------------------------
                                              J. Kimo Esplin
                                     Executive Vice President and Chief
                                             Financial Officer



                                       46
<PAGE>

             HUNTSMAN INTERNATIONAL HOLDINGS LLC AND SUBSIDIARIES
                               ITEMS 8 AND 14(a)
                  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----

<S>                                                                                                    <C>
Responsibility for the Consolidated Financial Statements.............................................   F-2

Independent Auditors' Report.........................................................................   F-3

Consolidated Balance Sheets as of December 31, 2000 and December 31, 1999............................   F-4

Consolidated Statements of Operations and Comprehensive Income for the Year Ended December 31, 2000
and Six Months Ended December 31, 1999; and the Six Months Ended June 30, 1999 and the Year Ended
December 31, 1998, (Predecessor Company).............................................................   F-5

Consolidated Statement of Equity for the Year Ended December 31, 2000 and Six
Months Ended December 31, 1999; and the Six Months Ended June 30, 1999 and the
Year Ended December 31, 1998, (Predecessor Company)..................................................   F-6

Consolidated Statements of Cash Flows for the Year Ended December 31, 2000 and Six Months Ended
December 31, 1999; and the Six Months Ended June 30, 1999 and the Year Ended December 31, 1998,
(Predecessor Company)................................................................................   F-7

Notes to Consolidated Financial Statements...........................................................   F-9

Schedule to Consolidated Financial Statements, Schedule II - Valuation and Qualifying Accounts.......  F-29

</TABLE>

                                      F-1
<PAGE>

           RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

     Company management is responsible for the preparation, accuracy and
integrity of the consolidated financial statements and other financial
information included in this Annual Report.  This responsibility includes
preparing the statements in accordance with accounting principles generally
accepted in the United States of America and necessarily includes estimates
based upon management's best judgment.

     To help ensure the accuracy and integrity of Company financial data,
management maintains internal controls which are designed to provide reasonable
assurance that transactions are executed as authorized, that they are accurately
recorded and that assets are properly safeguarded.  It is essential for all
Company employees to conduct their business affairs in keeping with the highest
ethical standards as outlined in our code of conduct policy, "Business Conduct
Guidelines".  Careful selection of employees, and appropriate divisions of
responsibility also help us to achieve our control objectives.

     The financial statements of (1) Huntsman International Holdings LLC,
formerly known as Huntsman ICI Holdings LLC, as of and for the year ended
December 31, 2000, (2) Huntsman International Holdings LLC as of and for the six
month period ended December 31, 1999, (3) Huntsman Specialty Chemicals
Corporation ("HSCC") for the six months ended June 30, 1999 and as of and for
the year ended December 31, 1998 have been audited by the Company's independent
accountants Deloitte & Touche LLP. Their report is shown on page F-3.

     The Board of Managers oversees the adequacy of the Company's control
environment.  The Audit Committee meets periodically with representatives of
Deloitte & Touche LLP, internal financial management and the internal auditor to
review accounting, control, auditing and financial reporting matters.  The
independent accountants and the internal auditor also have full and free access
to meet privately with the Committee.

                                      F-2
<PAGE>

                         INDEPENDENT AUDITORS' REPORT


To the Board of Managers and Members of
Huntsman International Holdings LLC


     We have audited the accompanying consolidated balance sheets of Huntsman
International Holdings LLC and Subsidiaries, formerly Huntsman ICI Holdings LLC
(the "Company"), formerly Huntsman Specialty Chemicals Corporation (the "HSCC
Predecessor Company"), as of December 31, 2000 and 1999, and the related
consolidated statements of operations and comprehensive income, equity, and cash
flows for the year ended December 31, 2000 and the six months ended December 31,
1999; and the six months ended June 30, 1999, and the year ended December 31,
1998 (HSCC Predecessor Company operations).  Our audits also included the
financial statement schedule listed in the table of contents.  These financial
statements and financial statement schedule are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Huntsman International Holdings
LLC and Subsidiaries at December 31, 2000 and 1999 and the results of the
Company's operations and its cash flows for the year ended December 31, 2000 and
the six months ended December 31, 1999; and the results of the HSCC Predecessor
Company operations and its cash flows for the six months ended June 30, 1999 and
the year ended December 31, 1998 in conformity with accounting principles
generally accepted in the United States of America.  Also, in our opinion, such
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.


DELOITTE & TOUCHE LLP

Salt Lake City, Utah
February 16, 2001, except for Note 19,
  as to which the date is March 13, 2001.


                                      F-3
<PAGE>

             HUNTSMAN INTERNATIONAL HOLDINGS LLC AND SUBSIDIARIES
                          Consolidated Balance Sheets
                             (Millions of Dollars)

<TABLE>
<CAPTION>
                                                                         December 31,                      December 31,
                                                                             2000                              1999
                                                                        --------------                    --------------
<S>                                                                     <C>                               <C>
ASSETS

Current assets:
    Cash and cash equivalents                                           $         66.1                    $        138.9
    Accounts and notes receivables (net of allowance
        for doubtful accounts of $10.6 and $9.5, respectively)                   553.9                             629.4
    Inventories                                                                  496.4                             381.3
    Prepaid expenses                                                              15.2                              18.2
    Deferred income taxes                                                          0.9                              12.9
    Other current assets                                                          69.6                              48.2
                                                                        --------------                    --------------
        Total current assets                                                   1,202.1                           1,228.9

Property, plant and equipment, net                                             2,703.9                           2,681.2
Investment in unconsolidated affiliates                                          156.7                             163.9
Intangible assets, net                                                           397.2                             355.9
Other noncurrent assets                                                          318.0                             348.6
                                                                        --------------                    --------------
        Total assets                                                    $      4,777.9                    $      4,778.5
                                                                        ==============                    ==============


LIABILITIES AND EQUITY

Current liabilities:
    Accounts payable                                                    $        313.3                    $        338.7
    Accrued liabilities                                                          517.0                             337.7
    Current portion of long-term debt                                              7.5                              51.7
    Other current liabilities                                                     33.7                              44.1
                                                                        --------------                    --------------
        Total current liabilities                                                871.5                             772.2

Long-term debt                                                                 2,911.8                           2,951.6
Deferred income taxes                                                            332.1                             365.4
Other noncurrent liabilities                                                     131.8                             116.2
                                                                        --------------                    --------------
         Total liabilities                                                     4,247.2                           4,205.4
                                                                        --------------                    --------------

Minority interests                                                                 9.6                               8.0
                                                                        --------------                    --------------


Equity:
     Members' equity, 1,000 units                                                518.1                             518.1
     Retained earnings                                                           123.7                              49.7
     Accumulated other comprehensive loss                                       (120.7)                             (2.7)
                                                                        --------------                    --------------
       Total equity                                                              521.1                             565.1
                                                                        --------------                    --------------
       Total liabilities and equity                                     $      4,777.9                    $      4,778.5
                                                                        ==============                    ==============
</TABLE>


          See accompanying notes to consolidated financial statements

                                      F-4
<PAGE>

             HUNTSMAN INTERNATIONAL HOLDINGS LLC AND SUBSIDIARIES
        Consolidated Statements of Operations and Comprehensive Income
                             (Millions of Dollars)

<TABLE>
<CAPTION>
                                                                                       HSCC Predecessor Company
                                                                                   --------------------------------
                                                                                    Six Months          Year Ended
                                        Year Ended         Six Months Ended            Ended           December 31,
                                     December 31, 2000     December 31, 1999       June 30, 1999           1998
                                     -----------------     -----------------       -------------       ------------
<S>                                  <C>                   <C>                     <C>                 <C>
Revenues:
     Trade sales and services        $         3,940.8     $         1,704.5       $       134.0       $      253.2
     Related party sales                         464.5                 269.5                29.0               33.0
     Tolling fees                                 42.6                  23.3                29.0               52.5
                                     -----------------     -----------------       -------------       ------------
          Total revenues                       4,447.9               1,997.3               192.0              338.7
Cost of goods sold                             3,705.4               1,602.0               134.1              276.6
                                     -----------------     -----------------       -------------       ------------
Gross profit                                     742.5                 395.3                57.9               62.1

Expenses:
     Selling, general and
           administrative                        270.2                 153.3                 3.3                4.8
     Research and development                     59.3                  43.7                 2.0                3.0
                                     -----------------     -----------------       -------------       ------------
          Total expenses                         329.5                 197.0                 5.3                7.8
                                     -----------------     -----------------       -------------       ------------
Operating income                                 413.0                 198.3                52.6               54.3

Interest expense                                 297.8                 138.1                18.3               40.9
Interest income                                    4.9                   2.2                 0.3                1.0
Loss on sale of accounts receivable                1.9                     -                   -                  -
Other income (expense)                            (3.2)                  6.5                   -                0.8
                                     -----------------     -----------------       -------------       ------------
Income before income taxes                       115.0                  68.9                34.6               15.2
Income tax expense                                30.2                  18.2                13.1                5.8
Minority interests in subsidiaries                 2.8                   1.0                   -                  -
                                     -----------------     -----------------       -------------       ------------
Net income                                        82.0                  49.7                21.5                9.4
Preferred stock dividends                            -                     -                 2.2                4.2
Net income  available to common
        equity holders                            82.0                  49.7                19.3                5.2
Other comprehensive loss -
        foreign currency
         translation                            (118.0)                 (2.7)                  -                  -
         adjustments
                                     -----------------     -----------------       -------------       ------------
Comprehensive income (loss)          $           (36.0)    $            47.0       $        19.3       $        5.2
                                     =================     =================       =============       ============
</TABLE>

          See accompanying notes to consolidated financial statements

                                      F-5
<PAGE>

             HUNTSMAN INTERNATIONAL HOLDINGS LLC AND SUBSIDIARIES
                       Consolidated Statements of Equity
                             (Millions of Dollars)

<TABLE>
<CAPTION>

                                              Common stock/                                        Accumulated
                                             Members' equity          Additional                     Other
                                        -------------------------      Paid-in       Retained     Comprehensive
                                        Shares/Units      Amount       Capital       Earnings        Income          Total
                                        ------------     --------     ----------     --------     -------------     -------
<S>                                     <C>              <C>          <C>            <C>          <C>               <C>
HSCC Predecessor Company:
Balance , January 1, 1998                      2,500                  $     25.0     $    0.4                       $  25.4
Net income                                                                                9.4                           9.4
Dividends accrued on
 mandatorily redeemable
  preferred stock                                                                        (4.2)                         (4.2)
                                        ------------     --------     ----------     --------     -------------     -------
Balance, December 31, 1998                     2,500            -           25.0          5.6                 -        30.6

Net income                                                                               21.5                          21.5
Dividends accrued on
 mandatorily redeemable
  preferred stock                                                                        (2.2)                         (2.2)
                                        ------------     --------     ----------     --------     -------------     -------
Balance, June 30, 1999                         2,500     $      -     $     25.0     $   24.9     $           -     $  49.9
                                        ============     ========     ==========     ========     =============     =======

Huntsman International Holdings:
Transfer of Huntsman Specialty
 Chemicals Corp. assets and
 liabilities at book value                       600     $  528.1                                                   $ 528.1
Contribution of Imperial Chemical
 Industries PLC assets and
 liabilities at fair value                       300        520.0                                                     520.0
Transfer of cash from equity
 investors                                       100         90.0                                                      90.0
Distribution to Members                                    (620.0)                                                   (620.0)
Net income                                                                           $   49.7                          49.7
Foreign currency translation
 adjustments                                                                                      $        (2.7)       (2.7)
                                        ------------     --------     ----------     --------     -------------     -------
Balance, December 31, 1999                     1,000        518.1              -         49.7              (2.7)      565.1

Distribution to HSCC                                                                     (8.0)                         (8.0)
Net income                                                                               82.0                          82.0
Foreign currency translation
 adjustments                                                                                             (118.0)     (118.0)
                                        ------------     --------     ----------     --------     -------------     -------
Balance, December 31, 2000                     1,000     $  518.1     $        -     $  123.7     $      (120.7)    $ 521.1
                                        ============     ========     ==========     ========     =============     =======
</TABLE>
          See accompanying notes to consolidated financial statements

                                      F-6
<PAGE>

             HUNTSMAN INTERNATIONAL HOLDINGS LLC AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                             (Millions of Dollars)
<TABLE>
<CAPTION>
                                                                                                   HSCC Predecessor Company
                                                                                              ---------------------------------
                                                         Year Ended      Six Months Ended     Six Months Ended      Year Ended
                                                        December 31,        December 31,          June 30,         December 31,
                                                            2000               1999                 1999               1998
                                                        ------------     ----------------     ----------------     ------------
<S>                                                     <C>              <C>                  <C>                  <C>
Cash Flows From Operating Activities:
Net income                                              $       82.0     $           49.7     $           21.5     $        9.4
Adjustments to reconcile net income
  to net cash provided by operating activities:
  Equity in earnings of investment in
     unconsolidated  affiliates                                 (0.1)                (0.1)
  Minority interests in subsidiaries                             2.8                  1.0
  Gain on foreign currency transactions                         (8.2)                (5.0)
  Depreciation and amortization                                214.3                104.2                 15.5             30.5
  Deferred income taxes                                          6.3                 11.0                  3.6              5.8
  Proceeds from initial sale of receivables                    175.0
  Interest on subordinated note                                 70.5                 31.9                  3.0              7.1
  Changes in operating assets and liabilities -
     net of effects of acquisitions:
     Accounts and notes receivables                           (104.5)               (38.3)                (6.1)            (1.5)
     Inventories                                              (118.9)               (21.9)                (5.7)             3.4
     Prepaid expenses                                            0.3                (15.4)
     Other current assets                                      (13.8)                 4.6                  0.9              0.1
     Accounts payable                                          (27.1)                11.9                 (3.4)             2.0
     Accrued liabilities                                       182.4                119.3
     Other current liabilities                                 (28.4)                 4.5                 10.0              3.7
     Other noncurrent assets                                   (52.0)               (17.3)                 0.6            (14.3)
     Other noncurrent liabilities                               30.9                 16.1
                                                        ------------     ----------------     ----------------     ------------
Net cash provided by operating activities                      411.5                256.2                 39.9             46.2
                                                        ------------     ----------------     ----------------     ------------

Investing activities:
Purchase of businesses from ICI, net of cash
     acquired                                                                    (2,244.8)
Purchase of business from BP Chemicals,
     Limited                                                                       (116.6)
Acquisition of other businesses                               (149.6)
Cash received from unconsolidated affiliates                     7.5                  2.5
Investment in unconsolidated affiliates                                              (1.7)
Advances to unconsolidated affiliates                           (9.0)               (26.5)
Capital expenditures                                          (204.5)              (131.8)                (4.0)           (10.4)
                                                        ------------     ----------------     ----------------     ------------
Net cash used in investing activities                         (355.6)            (2,518.9)                (4.0)           (10.4)
                                                        ------------     ----------------     ----------------     ------------

Financing activities:
Borrowings under senior credit facilities                        8.0              1,692.5
Issuance of senior subordinated notes                                               806.3
Issuance of senior discount notes                                                   242.7
Issuance of senior subordinated discount notes                                      265.3
Proceeds from other long-term debt                                                    1.0
Repayment of long-term debt                                   (131.0)                                    (34.4)           (43.3)
Debt issuance costs                                                                 (76.4)
Cash contributions by equity investors                                               90.0
Cash distribution to members                                    (8.0)              (620.0)
                                                        ------------     ----------------     ----------------     ------------
Net cash provided by (used in) financing activities           (131.0)             2,401.4                (34.4)           (43.3)
                                                        ------------     ----------------     ----------------     ------------
</TABLE>

                                      F-7
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   HSCC Predecessor Company
                                                                                              ---------------------------------
                                                         Year Ended      Six Months Ended     Six Months Ended      Year Ended
                                                        December 31,        December 31,          June 30,         December 31,
                                                            2000               1999                 1999               1998
                                                        ------------     ----------------     ----------------     ------------
<S>                                                     <C>              <C>                  <C>                  <C>
Effect of exchange rate changes on cash                          2.3                  0.2                    -                -
                                                        ------------     ----------------     ----------------     ------------
Increase (decrease) in cash and cash equivalents               (72.8)               138.9                  1.5             (7.5)
Cash and cash equivalents at beginning of
   period                                                      138.9                    -                  2.6             10.1
                                                        ------------     ----------------     ----------------     ------------
Cash and cash equivalents at end of period              $       66.1     $          138.9     $            4.1     $        2.6
                                                        ============     ================     ================     ============

Non-Cash Financing and Investing Activities:
   Non-cash capital contribution by ICI                 $          -     $          520.0
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-8
<PAGE>

             HUNTSMAN INTERNATIONAL HOLDINGS LLC AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

Effective June 30, 1999, pursuant to a contribution agreement and ancillary
agreements between Huntsman International Holdings LLC, formerly Huntsman ICI
Holdings LLC ("Holdings" or the "Company"), Huntsman Specialty Chemicals
Corporation ("HSCC"), Imperial Chemicals Industries PLC ("ICI") and Huntsman
International LLC, formerly Huntsman ICI Chemicals LLC  ("Huntsman
International"), the Company acquired assets and stock representing ICI's
polyurethane chemicals, selected petrochemicals (including ICI's 80% interest in
the Wilton olefins facility) and titanium dioxide businesses and HSCC's
propylene oxide business.  In addition, the Company also acquired the remaining
20% ownership interest in the Wilton olefins facility from BP Chemicals, Limited
("BP Chemicals") for approximately $117 million.

The Company, through its wholly-owned subsidiary, Huntsman International, is a
global manufacturer and marketer of specialty and commodity chemicals through
our principal businesses:  specialty chemicals, petrochemicals and titanium
dioxide.

In exchange for transferring its business, HSCC retained a 60% common equity
interest in Holdings and received approximately $360 million in cash.  In
exchange for transferring its businesses, ICI received a 30% common equity
interest in Holdings, approximately $2 billion in cash that was paid in a
combination of U.S. dollars and euros, and discount notes of Holdings with
approximately $508 million of accreted value at issuance.  The cash proceeds of
the Holdings discount notes issued to ICI were contributed by the Company as
equity to Huntsman International.  BT Capital Investors, LP, Chase Equity
Associates, LP, and the Goldman Sachs Group acquired the remaining 10% common
equity interest in Holdings for $90 million cash.

The cash sources to finance the above transactions are summarized as follows (in
millions):

        Senior secured credit facilities of Huntsman International     $1,683
        Senior subordinated notes of Huntsman International               807
        Senior discount notes of the Company                              243
        Senior subordinated discount notes of the Company
           ($265 million accreted value)                                  224
        Cash equity from institutional investors                           90
                                                                       ------
                 Total cash sources                                    $3,047
                                                                       ======

HSCC is considered the acquirer and predecessor of the businesses transferred to
the Company in connection with the transaction because the shareholders of HSCC
acquired majority control of the businesses transferred to the Company.  The
transactions with ICI and BP Chemicals are accounted for as purchase
transactions.   Operating results prior to July 1, 1999 are not comparable to
the operating results subsequent to such date due to the transaction.

The total consideration to ICI of cash and the value of common equity interest
in Holdings was approximately $2.8 billion, including expenses and liabilities
assumed.  The excess of the purchase price over the estimated fair value of net
tangible assets acquired has been recorded as identifiable intangibles ($203.6
million) which are being amortized over 5 to 15 years.

The allocation of the purchase price is summarized as follows (in millions):

        Current assets                                          $     970.2
        Plant and equipment                                         2,232.5
        Investments in unconsolidated affiliates                      192.7
        Intangible assets (patents, technology, non-
           compete agreements)                                        206.5
        Other assets                                                  292.4
        Liabilities assumed                                        (1,020.8)
                                                                -----------
           Total                                                $   2,873.5
                                                                ===========


                                      F-9
<PAGE>

The total consideration paid to BP Chemicals was allocated to tangible assets,
primarily property and equipment.

The following unaudited pro forma data (in millions) has been prepared assuming
that the transaction (excluding the acquisition of 20% of the Wilton olefins
facility from BP Chemicals) and related financing were consummated at the
beginning of each period.

                                                Year Ended December 31,
                                                   1999         1998
                                                ----------   ----------
        Revenues                                $    3,868   $   3,671
        Net income (loss)                               54         (51)


2000 Acquisition

On August 31, 2000, the Company acquired the Morton global thermoplastic
polyurethanes business from Rohm and Haas Company for an aggregate purchase
price of $120 million.  The allocation of the purchase price to the identifiable
assets and liabilities resulted in approximately $3 million of goodwill.

Sale by ICI of Holdings Equity Interest

On November 2, 2000, HSCC and ICI entered into agreements under which ICI has an
option to transfer to HSCC or its permitted designated buyers, and HSCC or its
permitted designated buyers have a right to buy, the membership interests in
Holdings that are indirectly held by ICI for $365 million plus interest from
November 30, 2000 until the completion of such sale.  Unless waived by ICI, the
right of HSCC or its designees to buy the membership interests (which expires if
not exercised by July 2001) is contingent upon the completion of the resale by
ICI of the 8% senior subordinated reset discount notes of Holdings.
Additionally, ICI may only exercise its option to transfer the membership units
to HSCC between April 2001 and July 2001.

In addition, and in the event that ICI completes the transfer of its membership
interests in Holdings as described in the preceding paragraph, the affiliates of
The Goldman Sachs Group who collectively own 1.1% of the outstanding membership
interests in Holdings have agreed to transfer those interests to HSCC, or its
designee, in exchange for approximately $13.5 million plus interest from
November 20, 2000 until the completion of such sale.

2.   Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of the Company include its majority owned
subsidiaries.  Intercompany transactions and balances are eliminated.  HSCC is
considered the accounting acquirer and, accordingly, the operating results prior
to July 1, 1999 reflect the historical financial position and results of
operations of HSCC.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Cash Flow Information

Highly liquid investments with an original maturity of three months or less when
purchased are considered to be cash equivalents.


                                      F-10
<PAGE>

Cash paid for interest and income taxes are as follows (in millions):

<TABLE>
<CAPTION>
                                                                         HSCC Predecessor Company
                                                                      -------------------------------
                                 Year Ended      Six Months Ended       Six Months        Year Ended
                                December 31,        December 31,      Ended June 30,     December 31,
                                    2000               1999                1999              1998
                                ------------     ----------------     --------------     ------------
<S>                             <C>              <C>                  <C>                <C>
Cash paid for interest          $      234.6     $           62.7     $         12.4     $       33.0
Cash paid for income taxes              22.0                  9.8                  -                -
</TABLE>

Securitization of Accounts Receivable

The Company securitizes certain trade receivables in connection with a revolving
securitization program.  Losses are recorded on the transaction and depend on
the carrying value of the receivables as allocated between the receivables sold
and the retained interests and their relative fair value at the date of the
transfer.  Retained interests are subsequently carried at fair value which is
estimated based on the present value of expected cash flows, calculated using
management's best estimates of key assumptions including credit losses and
discount rates commensurate with the risks involved.

Inventories

Inventories are stated at the lower of cost or market using the weighted average
method.

Property, Plant and Equipment

Property, plant and equipment is stated at cost.  Depreciation is provided
utilizing the straight line method over the estimated useful lives of the
assets, ranging from 3 to 20 years.  Upon disposal of assets, the cost and
related accumulated depreciation are removed from the accounts and the resulting
gain or loss is included in income.  Of the total plant and equipment,
approximately $432 million is depreciated using the straight-line method on a
group basis at a 5% composite rate.  When capital assets representing complete
groups of property are disposed of, the difference between the disposal proceeds
and net book value is credited or charged to income.  When miscellaneous assets
are disposed of, the difference between asset costs and salvage value is charged
or credited to accumulated depreciation.

Periodic maintenance and repairs applicable to major units of manufacturing
facilities are accounted for on the prepaid basis by capitalizing the costs of
the turnaround and amortizing the costs over the estimated period until the next
turnaround.  Normal maintenance and repairs of all other plant and equipment are
charged to expense as incurred.  Renewals, betterments and major repairs that
materially extend the useful life of the assets are capitalized, and the assets
replaced, if any, are retired.

Interest costs are capitalized as part of major construction projects.  Interest
expense capitalized as part of plant and equipment was $10.3 million for the
year ended December 31, 2000, $10.1 million and $0.3 million for six months
ended December 31, 1999 and June 30, 1999, respectively, and $0.4 million for
the year ended December 31, 1998.

Investment in Unconsolidated Affiliates

Investments in companies in which the Company exercises significant influence,
generally ownership interests from 20% to 50%, are accounted for using the
equity method.

Intangible Assets

Debt issuance costs are amortized over the term of the related debt agreements,
ranging from six to ten years.  Goodwill is amortized over a period of 20 years.
Other intangible assets, which consist of patents, trademarks, technology and
certain other agreements, are stated at their fair market values at the time of
acquisition, and are amortized using the straight line method over their
estimated useful lives of five to fifteen years or over the life of the related
agreement.

                                      F-11
<PAGE>

Carrying Value of Long-term Assets

The Company evaluates the carrying value of long-term assets based upon current
and anticipated undiscounted cash flows, and recognizes an impairment when such
estimated cash flows will be less than the carrying value of the asset.
Measurement of the amount of impairment, if any, is based upon the difference
between carrying value and fair value.

Financial Instruments

The carrying amount reported in the balance sheet for cash and cash equivalents,
accounts receivable and accounts payable approximates fair value because of the
immediate or short-term maturity of these financial instruments.  The carrying
value of the senior credit facilities approximates fair value since they bear
interest at a floating rate plus an applicable margin.  The fair value of the
senior subordinated notes approximates book value.

The Company uses derivative financial instruments as part of its interest rate
risk management.  Interest rate swaps, caps, collars and floors are classified
as matched transactions.  The differential to be paid or received as interest
rates change is accrued and recognized as an adjustment to interest expense.
The related amount payable to, or receivable from counterparties, is included in
accounts receivable or accrued liabilities.  Gains and losses on terminations of
interest rate agreements are deferred and amortized over the lesser of the
remaining term of the original contract or the life of debt.  The premiums paid
for the interest rate agreements are included as other assets and are amortized
to expense over the term of the agreements.

The Company also uses financial instruments to hedge financial risk caused by
fluctuating currency rates.  Realized and unrealized gains and losses on foreign
exchange transactions that are designated and effective as hedges are recognized
in the same period as the hedged transaction.  The carrying amounts of foreign
currency forward contracts are adjusted for changes in fair value at each
balance sheet date.  Foreign exchange contracts not designated as hedges are
marked-to-market at the end of each accounting period.  As of December 31, 2000,
the Company had no short term forward contracts to sell various currencies.

The Company enters into various commodity contracts, including futures, option
and swap agreements to hedge its purchase and sale of commodity products.  These
contracts are predominantly settled in cash.  For those contracts that are
designated and effective as hedges, gains and losses are accounted for as part
of the basis of the related commodity purchases.  For contracts accounted for as
hedges that are terminated before their maturity date, gains  and losses are
deferred and included in the basis of the related commodity purchases.
Commodity contracts not accounted for as hedges are marked-to-market at the end
of each accounting period with the related gains and losses recognized in cost
of goods sold.

At December 31, 2000 and 1999 the Company had forward purchase contracts for
105,000 and 132,000 tonnes, respectively, of naphtha and propane which qualify
for hedge accounting.  Accordingly, an unrealised loss of $1.1 million and an
unrealized gain of $0.8 million on these contracts were deferred at December 31,
2000 and 1999, respectively.  In addition, at December 31, 2000, the Company had
forward purchase and sales contracts for 90,000 and 102,067 tonnes (naphtha and
other hydrocarbons), respectively, which do not qualify for hedge accounting.
Unrealized losses and gains on these purchase and sales contracts amounted to
$1.4 million and $1.9 million respectively.  At December 31, 1999 the Company
had forward purchase and sales contracts for 137,000 and 177,000 tonnes,
respectively, which do not qualify for hedge accounting.  Unrealized gains and
losses on these purchase and sale contracts amounted to $5.5 million and $4.3
million, respectively.  During the twelve months ended December 31, 2000 and the
six months ended December 31, 1999, the Company recorded $17.9 million and $21.3
million, respectively, as a reduction to cost of goods sold related to net gains
from settled forward contracts and the movement in unrealized gains and losses
on contracts which do not qualify as hedges.  At December 31, 2000, included in
other assets and liabilities for all contracts, were $3.0 million and $2.5
million, respectively.  At December 31, 1999, included in other assets and
liabilities for all contracts were $6.3 million and $5.1 million, respectively.
HSCC had no such contracts during the six months and year ended June 30, 1999
and December 31, 1998, respectively.

The fair values of financial instruments are the amounts at which they could be
settled.  The Company calculates the fair value of financial instruments using
quoted market prices whenever available. When quoted market prices are not
available, estimates are obtained from dealers or calculated using the present
value of estimated future cash flows.


                                      F-12
<PAGE>

The Company is exposed to credit losses in the event of nonperformance by a
counterparty to the financial instruments.  The Company anticipates, however,
that the counterparties will be able to fully satisfy obligations under the
contracts.

Income Taxes

The Company and its U.S. subsidiaries are organized as Limited Liability
Companies.  These entities are treated similar to a partnership for U.S. income
tax purposes, and therefore are not subject to U.S. federal tax on their income.
Subsidiaries outside the U.S. are generally taxed on the income generated in the
local country.

Deferred income taxes are provided for temporary differences between financial
statement income and taxable income using the asset and liability method in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 109,
Accounting for Income Taxes.  The Company does not provide for income taxes or
benefits on the undistributed earnings of its international subsidiaries as
earnings are reinvested and, in the opinion of management, will continue to be
reinvested.

The HSCC predecessor company filed a consolidated federal income tax return with
its ultimate parent.  The HSCC predecessor company entered into a tax allocation
agreement with its ultimate parent whereby the Company was charged or credited
for an amount that would have been applicable had HSCC filed a separate
consolidated federal income tax return.

Environmental Expenditures

Environmental related restoration and remediation costs are recorded as
liabilities and expensed when site restoration and environmental remediation and
cleanup obligations are either known or considered probable and the related
costs can be reasonably estimated.  Other environmental expenditures, which are
principally maintenance or preventative in nature, are recorded when incurred
and are expensed or capitalized as appropriate.

Preferred Stock

During 1997, HSCC acquired its propylene oxide and methyl/tertiary butyl ether
business from Texaco, Inc.  In conjunction with this acquisition, HSCC issued
preferred stock to Texaco with an aggregate liquidation preference of $65
million.  The preferred stock has a cumulative dividend rate of 5.5%, 6.5% or a
combination thereof of the liquidation preference per year, which is adjusted on
April 15th of each year, based on HSCC's cash flow in the previous year.  During
1998, $35 million of the preferred stock accrued dividends at the rate of 6.5%
while $30 million of the preferred stock accrued dividends at the rate of 5.5%.
Unpaid cumulative dividends will compound at a rate of 5.5% or 6.5% and are
payable commencing July 15, 2002.  The preferred stock and its obligations
including unpaid cumulative dividends were not transferred to the Company.

Foreign Currency Translation

Generally, the accounts of the Company's subsidiaries outside of the United
States consider local currency to be functional currency.  Accordingly, assets
and liabilities are translated at rates prevailing at the balance sheet date.
Revenues, expenses, gains, and losses are translated at a weighted average rate
for the period.  Cumulative translation adjustments are recorded to equity as a
component of accumulated other comprehensive income.  Transaction gains and
losses are recorded in the statement of operations and were $8.2 million net
gain for the twelve months ended December 31, 2000, and $5.0 million net gain
for the six months ended December 31, 1999.  Prior to the transfer of the
business from ICI on July 1, 1999, the Company had no subsidiaries outside of
the United States.

Revenue Recognition

The Company generates revenues through sales in the open market, raw material
conversion agreements and long-term supply contracts.  The Company recognizes
revenue when it is realized or realizable and earned, which is generally when
the product is shipped to the customer.


                                      F-13
<PAGE>

Research and Development

Research and development costs are expensed as incurred.

Earnings per Member Equity Unit

Earnings per member equity unit is not presented because it is not considered
meaningful information due to the Company's ownership by a small number of non-
public shareholders.

Reclassifications

Certain amounts in the consolidated financial statements for prior periods have
been reclassified to conform with the current presentation.

New Accounting Standards

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS No.133
established accounting and reporting standards for derivative instruments and
hedging activities.  It requires that an entity recognize all derivatives as
assets or liabilities in the balance sheet and measure those instruments at fair
value.  SFAS No.133 is effective as of January 1, 2001 for the Company.  The
accounting for changes in the fair value of a derivative depends on the use of
the derivative.  Adoption of this new accounting standard will not have a
material effect on the statements of operations or financial position.

In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.  SFAS No. 140,
which replaces SFAS No. 125 Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, provides accounting and reporting
standards for securitizations and other transfers of assets.  Those standards
are based on consistent application of a financial-components approach that
focuses on control.  Under that approach, after a transfer of assets, an entity
recognizes the assets it controls and derecognizes assets when control has been
surrendered.  SFAS No. 140 provides consistent standards for distinguishing
transfers of financial assets that are sales from those that are secured
borrowings.  The accounting requirements of this standard are effective for
transfers and servicing of financial assets and extinguishments of liabilities
occurring after March 31, 2001 and must be applied prospectively.  The
disclosures required by this standard are required for fiscal years ending after
December 15, 2000.  The Company has provided the disclosures required by this
standard in Note 9 to the consolidated financial standards.  Adoption of the
accounting requirements of this standard will not have a material effect on the
statements of operations or financial position.

3.   Inventories

Inventories consist of the following (in millions):

                                        December 31, 2000     December 31, 1999
                                        -----------------     -----------------
        Raw Materials                   $           149.5     $            97.8
        Work in progress                             22.8                  20.6
        Finished goods                              302.5                 225.6
                                        -----------------     -----------------
           Total                                    474.8                 344.0
        Materials and supplies                       21.6                  37.3
                                        -----------------     -----------------
           Net                          $           496.4     $           381.3
                                        =================     =================

In the normal course of operations, the Company exchanges raw materials with
other companies.  No gains or losses are recognized on these exchanges, and the
net open exchange positions are valued at the Company's cost.  Net amounts
deducted from inventory under open exchange agreements owed by the Company at
December 31, 2000 and 1999 were $4.4 million (16.7 million pounds of feedstock
and products) and $3.8 million (8.2 million pounds of feedstock and products),
respectively, which present the net amounts payable by the Company under open
exchange agreements.


                                      F-14
<PAGE>

4.   Property, Plant and Equipment

The cost and accumulated depreciation of property, plant and equipment are as
follows (in millions):

                                        December 31, 2000     December 31, 1999
                                        -----------------     -----------------
        Land                            $            35.3     $            37.1
        Buildings                                   117.6                 109.9
        Plant and equipment                       2,673.6               2,399.1
        Construction in progress                    176.3                 266.4
                                        -----------------     -----------------
             Total                                3,002.8               2,812.5
        Less accumulated depreciation              (298.9)               (131.3)
                                        -----------------     -----------------
             Net                        $         2,703.9     $         2,681.2
                                        =================     =================

5.   Investments in Unconsolidated Affiliates

The Company's ownership percentage and investments in unconsolidated affiliates,
primarily manufacturing joint ventures, are as follows (in millions):

<TABLE>
<CAPTION>
                                                December 31, 2000     December 31, 1999
                                                -----------------     -----------------
        <S>                                     <C>                   <C>
        Louisiana Pigment Company, L.P. (50%)   $           151.1     $           158.7
        Rubicon, Inc. (50%)                                   4.5                   4.3
        Others                                                1.1                   0.9
                                                -----------------     -----------------
             Total                              $           156.7     $           163.9
                                                =================     =================
</TABLE>

Summarized approximate financial information of such affiliated companies as a
group as of December 31, 2000 and 1999 and for the years then ended is presented
below (in millions):

                                        December 31, 2000     December 31, 1999
                                        -----------------     -----------------
        Assets                          $           660.1     $           564.5
        Liabilities                                 334.9                 238.5
        Revenues                                    763.4                 537.7
        Net income                                    0.4                   0.4
        The Company's equity in:
             Net assets                             156.7                 163.0
             Net income                               0.1                   0.2


6.   Intangible Assets

Intangible assets, net of accumulated amortization consist of the following (in
millions):

<TABLE>
<CAPTION>
                                                December 31, 2000     December 31, 1999
                                                -----------------     -----------------
        <S>                                     <C>                   <C>
        Patents, trademarks, and technology     $           323.4     $           269.6
        Debt issuance costs                                  79.2                  77.6
        Non-compete agreements                               50.1                  46.3
        Other agreements                                     12.7                     -
        Goodwill                                              6.8                     -
                                                -----------------     -----------------
             Total                                          472.2                 393.5
        Accumulated amortization                            (75.0)                (37.6)
                                                -----------------     -----------------
             Net                                $           397.2     $           355.9
                                                =================     =================
</TABLE>


                                      F-15
<PAGE>

7.   Other Noncurrent Assets

Other noncurrent assets consist of the following (in millions):

                                          December 31, 2000   December 31, 1999
                                          -----------------   -----------------
        Prepaid pension assets            $           190.9   $           176.4
        Capitalized turnaround expense                 14.2                10.5
        Prepaid insurance                               4.3                 8.5
        Advances to and receivables from
            affiliates                                 55.0               123.9
        Spare parts inventory                          32.7                23.9
        Other noncurrent assets                        20.9                 5.4
                                          -----------------   -----------------
             Total                        $           318.0   $           348.6
                                          =================   =================

8.   Accrued Liabilities

Accrued liabilities consist of the following (in millions):

<TABLE>
<CAPTION>
                                                December 31, 2000   December 31, 1999
                                                -----------------   -----------------
        <S>                                     <C>                 <C>
        Raw materials and services              $           261.8   $           128.7
        Interest                                             48.3                50.1
        Taxes (income, property and VAT)                     51.2                27.6
        Payroll, severance and related costs                 44.9                40.8
        Volume and rebates                                   46.8                24.1
        Other miscellaneous accruals                         64.0                66.4
                                                -----------------   -----------------
             Total                              $           517.0   $           337.7
                                                =================   =================
</TABLE>

9.   Securitization of Accounts Receivable

On December 21, 2000, the Company initiated a revolving securitization program
under which certain trade receivables were and will be transferred to a special
purpose entity.  During December 2000, the Company securitized approximately
$314.8 million of its receivables under this program.  The Company will receive
annual servicing fees as compensation for servicing the outstanding receivable
balances.  The Company's retained interests are subordinate to investor's
interests.  The value of these retained interests are subject to credit and
interest rate risk related to the transferred receivables.  During 2000, the
Company recorded a loss of approximately $2 million related to this program.

The table below presents key economic assumptions and the sensitivity of the
current fair value of residual cash flows to immediate 10% and 20% adverse
changes in those assumptions at December 31, 2000 (in millions):

Carrying amount of retained interests                      $72.8
Weighted average life span (in months)                       2.0
Expected credit losses (annual rate)                         1.0%
  Impact on fair value of 10% adverse change    less than  $ 0.1
  Impact on fair value of 20% adverse change    less than  $ 0.1
Residual cash flows discount rate (annual)                   9.7%
  Impact on fair value of 10% adverse change               $ 0.1
  Impact on fair value of 20% adverse change               $ 0.3

These sensitivities are hypothetical and are presented for illustrative purposes
only.  Changes in carrying amount based on a change in assumptions generally can
not be extrapolated because the relationship of the change in assumption to the
change in fair value may not be linear.  In addition, the effect of a variation
in a particular assumption on the fair value of the retained interest is
calculated without changing any other assumption; in reality, changes in one
factor may result in changes in another, which might magnify or counteract the
sensitivities.

                                      F-16
<PAGE>

The table below summarizes certain cash flow information under this program (in
millions):

  Proceeds from initiation of the program           $175.0
  Proceeds from collections reinvested                19.1
  Servicing fees received                              -
  Cash flows received on interests retained            -

10.  Long-term Debt

Long-term debt outstanding as of December 31, 2000 and 1999 is as follows (in
millions):

<TABLE>
<CAPTION>
                                                December 31, 2000       December 31, 1999
                                                -----------------       -----------------
        <S>                                     <C>                     <C>
        Senior Secured Credit Facilities:
          Revolving loan facility               $            32.3       $            24.3
          Term A dollar loan                                195.6                   240.0
          Term A euro loan (in U.S. dollar
             equivalent)                                    218.5                   290.7
          Term B loan                                       553.7                   565.0
          Term C loan                                       553.7                   565.0
        Senior Subordinated Notes                           785.3                   800.9
        Senior Discount Notes                               242.7                   242.7
        Senior Subordinated Discount Notes                  265.3                   265.3
          Less discount                                     (24.4)                  (34.7)
        Accrued interest on Discount Notes                   85.2                    25.0
        Other long-term debt                                 11.4                    19.1
                                                -----------------       -----------------
          Subtotal                                        2,919.3                 3,003.3
        Less current portion                                 (7.5)                  (51.7)
                                                -----------------       -----------------
           Total                                $         2,911.8       $         2,951.6
                                                =================       =================
</TABLE>

The Senior Secured Credit Facilities will allow the Company to borrow up to an
aggregate of $1,921.5 million comprised as follows (in millions):

<TABLE>
<CAPTION>
                                                December 31, 2000       December 31, 1999
                                                -----------------       -----------------
        <S>                                     <C>                     <C>
        Revolving loan facility                 $           400.0       $           400.0
        Term A dollar loan                                  195.6                   240.0
        Term A euro loan (in U.S. dollar
           equivalent)                                      218.5                   290.7
        Term B loan                                         553.7                   565.0
        Term C loan                                         553.7                   565.0
                                                -----------------       -----------------
            Total                               $         1,921.5       $         2,060.7
                                                =================       =================
</TABLE>

The revolving loan facility matures on June 30, 2005 with no scheduled
commitment reductions.  Both the term A dollar loan facility and the term A euro
loan facility mature on June 30, 2005 and are payable in semi-annual
installments commencing December 31, 2000 with the amortization increasing over
time.  The term B loan facility matures on June 30, 2007 and the term C loan
facility matures on June 30, 2008.  Both the term B and term C loan facilities
require payments in annual installments of $5.65 million each, commencing June
30, 2000, with the remaining unpaid balance due on final maturity.  Maturities
due through December 31, 2001 have been prepaid with proceeds from the sale of
accounts receivable (see note 9).

Interest rates for the Senior Secured Credit Facilities are based upon, at the
Company's option, either a eurocurrency rate or a base rate plus the applicable
spread.  The applicable spreads vary based on a pricing grid, in the case of
eurocurrency based loans, from 1.25% to 3.5% per annum depending on the loan
facility and whether specified conditions have been satisfied and, in the case
of base rate loans, from zero to 2.25% per annum.  As of December 31, 2000 and
1999 the average interest rates on the Senior Secured Credit Facilities were
9.2% and 8.7%, respectively.


                                      F-17
<PAGE>

The obligations under the Senior Secured Credit Facilities are supported by
guarantees of certain other subsidiaries (Tioxide Group, Tioxide America, Inc.,
Huntsman Propylene Oxide Holdings LLC, Huntsman Texas Holdings LLC, Huntsman
Propylene Oxide Ltd., Eurofuels LLC, Eurostar Industries LLC, Huntsman
International Fuels, L.P., and Huntsman International Financial LLC)
(collectively the "Guarantors") and Holdings as well as pledges of 65% of the
voting stock of certain non-U.S. subsidiaries.  The Senior Secured Credit
Facilities contain covenants relating to incurrence of debt, purchase and sale
of assets, limitations on investments, affiliate transactions and maintenance of
certain financial ratios.  The Senior Secured Credit Facilities limit the
payment of dividends generally to the amount required by the members to pay
income taxes.

The Company issued $600 million and Eu200 million 10.125% Senior Subordinated
Notes (the "Notes"). Interest on the Notes is payable semi-annually and the
Notes mature on July 1, 2009. The Notes are fully and unconditionally guaranteed
on a joint and several basis by the Guarantors. The Notes may be redeemed, in
whole or in part, at any time by the Company on or after July 1, 2004, at
percentages ranging from 105% to 100% at July 1, 2007 of their face amount, plus
accrued and unpaid interest. The Notes contain covenants relating to the
incurrence of debt, limitations on distributions, asset sales and affiliate
transactions, among other things. The Notes also contain a change in control
provision requiring the Company to offer to repurchase the Notes upon a change
in control.

Management believes that the Company is in compliance with the covenants of both
the Senior Secured Credit Facilities and the Senior Subordinated Notes.

The scheduled maturities of long-term debt are as follows (in millions):

                                        December 31, 2000
                                        -----------------
                2001                    $             7.5
                2002                                115.0
                2003                                129.2
                2004                                138.6
                2005                                 77.5
                Later Years                       2,451.5
                                        -----------------
                                        $         2,919.3
                                        =================

The Company issued to ICI Senior Discount Notes and Senior Subordinated Discount
Notes (collectively, the Discount Notes) with accreted value of $242.7 million
and $265.3 million, respectively.  The Discount Notes are due December 31, 2009.
Interest on the Senior Discount Notes will accrue at 13.375% per annum and can
be redeemed at the Company's option at 100% of accreted value from 2001 and 2004
and thereafter at stipulated redemption prices declining to 100% of accreted
value in 2007.  The Senior Subordinated Discount Notes have a stated rate of 8%
until 2001 and then reset to a market rate and can be redeemed at 100% of
accreted value at any time.  For financial reporting purposes, the Senior
Subordinated Discount Notes have been recorded at their estimated fair value of
$224 million based upon prevailing market rates at July 1, 1999.  Interest on
the Discount Notes is paid in kind.  The Senior Discount Notes contain limits on
the incurrence of debt, restricted payments, liens, transactions with
affiliates, and merger and sales of assets.

The Company enters into various types of interest rate contracts to manage
interest rate risks on long-term debt.  The Company has the following
outstanding at December 31, 2000:

     .  Pay Fixed Swaps Long Term Duration - $371 million notional amount,
        weighted average pay rate of 5.90%, based upon underlying indices at
        year end, maturing 2002 through 2004. Increases in underlying indices
        could cause the weighted average pay rate to increase to a maximum of
        6.37%.

     .  Interest Rate Collars - $275 million notional amount, weighted average
        cap rate of 7%, weighted average floor rate of 5.35%, based upon
        underlying indices at year end, maturing 2002 through 2004. Decreases in
        underlying indices could cause the weighted average floor rate to
        increase to a maximum of 6.12%.

Under interest rate swaps, the Company agrees with other parties to exchange, at
specified intervals, the difference between fixed-rate and floating-rate
interest amounts calculated by reference to an agreed notional principal amount.

                                      F-18
<PAGE>

The Company purchases interest rate cap and sells interest rate floor agreements
to reduce the impact of changes in interest rates on its floating-rate long-term
debt.  The cap agreements entitle the Company to receive from counterparties
(major banks) the amounts, if any, by which the Company's interest payments on
certain of its floating-rate borrowings exceed 6.6% to 7.5%. The floor agreement
requires the Company to pay to the counterparty (a major bank) the amount, if
any, by which the Company's interest payments on certain of its floating-rate
borrowings are less than 5% to 6.25%.

HSCC Predecessor Company Debt

The weighted average interest rate on the HSCC predecessor company debt was 8.3%
at December 31, 1998.  This debt was not transferred to Holdings.

11.  Income Taxes

The provision for income taxes consists of the following (in millions):

                                                    HSCC Predecessor Company
                                                  -----------------------------
                 Year Ended   Six Months Ended      Six Months      Year Ended
                December 31,     December 31,     Ended June 30,   December 31,
                    2000             1999              1999            1998
                ---------------------------------------------------------------
U.S.:
    Current     $        0.4   $            0.4   $            -   $          -
    Deferred               -                  -             13.1            5.8
Foreign:
    Current             23.5                6.8                -              -
    Deferred             6.3               11.0                -              -
                ---------------------------------------------------------------
Total           $       30.2   $           18.2   $         13.1   $        5.8
                ===============================================================


                                      F-19
<PAGE>

The following schedule reconciles the differences between the United States
federal income taxes at the United State statutory rate to the Company's
provision for income taxes (in millions):

<TABLE>
<CAPTION>
                                                                                    HSCC Predecessor Company
                                                                                  -----------------------------
                                                 Year Ended   Six Months Ended      Six Months      Year Ended
                                                December 31,     December 31,     Ended June 30,   December 31,
                                                   2000             1999              1999            1998
                                                ---------------------------------------------------------------
<S>                                             <C>            <C>                <C>              <C>
Income taxes at U.S. federal
  statutory rate                                $        0.4   $           24.1   $         12.1   $        5.3
Loss (income) not subject to U.S.                        9.4
  federal income tax                                                       (9.1)               -              -
State income taxes                                       0.3                0.4              0.2            0.1
Foreign country incentive tax
  benefits                                             (13.3)              (7.2)               -              -
Foreign country currency exchange
  gain (loss)                                           (4.4)               6.1                -              -
Foreign income tax rate in excess of
  federal statutory rate                                 0.4                0.6                -              -
Other                                                   (2.5)               3.3              0.8            0.4
                                                ---------------------------------------------------------------
Total provision  income taxes                   $       30.2   $           18.2   $         13.1   $        5.8
                                                ===============================================================
Effective income tax rate                                26%                26%              38%            38%
</TABLE>

The components of deferred tax assets and liabilities are as follows (in
millions):

<TABLE>
<CAPTION>
                                                            December 31, 2000               December 31, 1999
                                                        -----------------------------------------------------------
                                                         Current         Long-term       Current         Long-Term
                                                        -----------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>
Deferred income tax assets:
  Net operating loss carryforwards                      $               $      81.6     $               $      63.7
  Tax basis of plant and equipment in excess of
     book basis                                                                36.9                            36.5
  Employee benefits                                                             1.0                             8.3
  Other accruals and reserves                                 17.0                           27.6                 -
  Valuation allowance                                         (6.7)           (40.7)        (11.9)            (39.0)
                                                        -----------------------------------------------------------
Total                                                         10.3             78.8          15.7              69.5
                                                        -----------------------------------------------------------

Deferred income tax liabilities:
  Book basis of plant and equipment in excess
     of tax basis                                                            (354.9)                         (379.7)
  Employee benefits                                                           (56.0)                          (55.2)
  Other accruals and reserves                                 (9.4)                          (2.8)
                                                        -----------------------------------------------------------
Total                                                         (9.4)          (410.9)         (2.8)           (434.9)
                                                        -----------------------------------------------------------
Net deferred tax asset (liability)                      $      0.9      $    (332.1)    $    12.9       $    (365.4)
                                                        ===========================================================
</TABLE>

The Company has net operating loss carryforwards of $207 million in various
foreign jurisdictions.  Most of the NOLs have no expiration date.  The remaining
NOLs begin to expire in 2006.  If the valuation allowance is reversed,
substantially all of the benefit will be allocated to reduce goodwill or other
noncurrent intangibles.

The Company does not provide for income taxes or benefits on the undistributed
earnings of its international subsidiaries as earnings are reinvested and, in
the opinion of management, will continue to be reinvested indefinitely.  In
consideration of the Company's corporate structure, upon distribution of these
earnings, certain of the Company's subsidiaries would be subject to both income
taxes and withholding taxes in the various international jurisdictions.  It is
not practicable to estimate the amount of taxes that might be payable upon
distribution.


                                      F-20
<PAGE>

The Company is treated as a partnership for U.S. federal income tax purposes and
as such is generally not subject to U.S. income tax, but rather such income is
taxed directly to the Company's owners.  The net difference of the book basis of
the U.S. assets and liabilities over the tax basis of those assets and
liabilities is approximately  $717 million.

12.  Employee Benefit Plans

Defined Benefit and Other Postretirement Benefit Plans

The Company sponsors various contributory and non-contributory defined benefit
pension plans covering employees in the US, the UK, Netherlands, Belgium, Canada
and a number of other countries.  The Company funds the material plans through
trust arrangements (or local equivalents) where the assets of the fund are held
separately from the employer.  The level of funding is in line with local
practice and in accordance with the local tax and supervisory requirements.  The
plan assets consist primarily of equity and fixed income securities of both US
and non-US issuers.

The Company also sponsors unfunded post-retirement benefit plans other than
pensions which provide medical and life insurance benefits covering certain
employees in the US and Canada.  In 2000, the healthcare trend rate used to
measure the expected increase in the cost of benefits was assumed to be 9.0% per
annum decreasing to 5.5% per annum after 5 years.

The HSCC Predecessor sponsored no employee benefit plans.

The following table sets forth the funded status of the plans and the amounts
recognized in the consolidated balance sheets at December 31, 2000 (in
millions):

<TABLE>
<CAPTION>
                                                                        Defined Benefit         Other Postretirement
                                                                             Plans                  Benefit Plans
                                                                        ---------------         --------------------
<S>                                                                     <C>                     <C>
Change in benefit obligation
  Benefit obligation as of January 1, 2000                              $         832.2         $                8.8
    Service cost                                                                   24.4                          0.3
    Interest cost                                                                  45.9                          0.6
    Plan losses                                                                    51.0                          1.4
    Foreign exchange impact                                                       (62.0)                        (0.1)
    Benefits paid                                                                 (31.2)                        (0.3)
    Other                                                                          (3.0)                        (0.7)
                                                                        ---------------         --------------------
  Benefit obligation as of December 31, 2000                            $         857.3         $               10.0
                                                                        ===============         ====================


Change in plan assets
  Market value of plan assets as of January 1, 2000                     $       1,095.1         $                  -
    Actual return on plan assets                                                   (2.8)                           -
    Company contributions                                                          19.4                            -
    Foreign exchange impact                                                       (82.8)                           -
    Benefits paid                                                                 (30.7)                           -
    Other                                                                           3.2                            -
                                                                        ---------------         --------------------
  Market value of plan assets as of December 31, 2000                   $       1,001.4         $                  -
                                                                        ===============         ====================


Change in funded status
  Prepaid (accrued) pension expense as of January 1, 2000               $         147.0         $               (9.7)
    Net periodic pension (cost)/benefit                                             6.6                         (0.9)
    Employer contributions                                                         19.4                            -
    Foreign exchange impact                                                       (13.4)                         0.1
    Benefits paid                                                                   0.5                          0.4
    Other items                                                                    12.1                            -
                                                                        ---------------         --------------------
  Prepaid (accrued) pension expense as of December 31, 2000             $         172.2         $              (10.1)
                                                                        ===============         ====================
</TABLE>


                                      F-21
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                     <C>                     <C>
Components of net periodic benefit cost
   Service cost                                                         $          26.2         $                0.3
   Employee contributions                                                          (1.8)                           -
   Interest cost                                                                   45.9                          0.6
   Return on plan assets                                                          (74.6)                           -
   Unrecognized gains                                                              (2.3)                           -
                                                                        ---------------         --------------------
   Net periodic pension cost/(benefit)                                  $          (6.6)        $                0.9
                                                                        ===============         ====================
</TABLE>

The following assumptions were used in the above calculations:

<TABLE>
<CAPTION>
                                                                        Defined Benefit         Other Postretirement
Weighted-average assumptions as of December 31, 2000                         Plans                  Benefit Plans
                                                                        ---------------         --------------------
<S>                                                                     <C>                     <C>
   Discount rate                                                             6.15%                      7.30%
   Expected return on plan assets                                            7.34%                        NA
   Rate of compensation increase                                             3.78%                      4.25%
</TABLE>

The following table sets forth the funded status of the plans and the amounts
recognized in the consolidated balance sheets at December 31, 1999 (in
millions):

<TABLE>
<CAPTION>
                                                                                                       Other
                                                                        Defined Benefit            Postretirement
                                                                             Plans                  Benefit Plans
                                                                        ---------------         --------------------
<S>                                                                     <C>                     <C>
Change in benefit obligation
   Benefit obligation as of July 1, 1999                                $         813.7         $                9.3
     Service cost                                                                  13.7                          0.3
     Interest cost                                                                 23.9                          0.3
     Employee contributions                                                         0.9                            -
     Plan gains                                                                    (7.8)                        (0.9)
     Foreign exchange impact                                                        2.9                            -
     Benefits paid                                                                (15.1)                        (0.2)
                                                                        ---------------         --------------------
   Benefit obligation as of December 31, 1999                           $         832.2         $                8.8
                                                                        ===============         ====================


Change in plan assets
   Market value of plan assets as of July 1, 1999                       $         956.0         $                  -
     Actual return on plan assets                                                 142.1                            -
     Company contributions                                                         10.5                          0.2
     Employee contributions                                                         1.0                            -
     Foreign exchange impact                                                        0.6                            -
     Benefits paid                                                                (15.1)                        (0.2)
                                                                        ---------------         --------------------
   Market value of plan assets as of December 31, 1999                  $       1,095.1         $                  -
                                                                        ===============         ====================


Change in funded status
   Prepaid (accrued) pension expense as of July 1, 1999                 $         142.2         $               (9.3)
     Net periodic pension cost                                                     (4.4)                        (0.6)
     Employer contributions                                                         9.6                            -
     Foreign exchange impact                                                       (1.4)                           -
     Benefits paid                                                                  1.0                          0.2
                                                                        ---------------         --------------------
   Prepaid (accrued) pension expense as of December 31, 1999            $         147.0         $               (9.7)
                                                                        ===============         ====================
</TABLE>



                                      F-22
<PAGE>

<TABLE>
<CAPTION>
                                             Defined Benefit         Other Postretirement
                                                  Plans                  Benefit Plans
                                          ----------------------    -------------------------
<S>                                       <C>                       <C>
Components of net periodic benefit cost
     Service cost                               $           14.7          $               0.3
     Employee contributions                                 (1.0)                           -
     Interest cost                                          23.9                          0.3
     Return on plan assets                                 (33.2)                           -
                                          ----------------------    -------------------------
     Net periodic pension cost                  $            4.4          $               0.6
                                          ======================    =========================
</TABLE>


The following assumptions were used in the above calculations:

<TABLE>
<CAPTION>

                                                                                               Other
                                                                   Defined Benefit        Postretirement
                                                                        Plans              Benefit Plans
                                                                -------------------------------------------
<S>                                                               <C>                   <C>
Weighted-average assumptions as of December 31, 1999
   Discount rate                                                        6.17%                   7.52%
   Expected return on plan assets                                       7.35%                    NA
   Rate of compensation increase                                        3.90%                   5.50%
</TABLE>

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for the defined benefit plans with accumulated benefit
obligations in excess of plan assets were $34.3 million, $22.1 million and $6.9
million respectively, as of December 31, 2000.

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for the defined benefit plans with plan assets in excess of
accumulated benefit obligations were $823.0 million, $753.9 million and $994.5
million respectively, as of December 31, 2000.

Defined Contribution Plans

The Company has defined contribution plans covering its domestic employees and
employees in some foreign subsidiaries who have completed at least two years of
service.

The Company's total combined expense for the above defined contribution plans
for the year ended December 31, 2000 and six months ended December 31, 1999 was
approximately $2.9 million and $0.5 million, respectively.  There were no plans
prior to July 1, 1999.

Equity Deferral Plan

Effective July 1, 1999, the Board of Directors of Huntsman Corporation, the
ultimate parent of HSCC, approved the adoption of the Huntsman Equity Deferral
Plan (the "Deferral Plan") and the Huntsman Equity Rights Plan (the "Rights
Plan"), (collectively, the "Equity Plans").  Under the terms of the Equity
Plans, selected Huntsman officers and key employees, including certain of the
Company's management may (1) have a portion of their compensation deferred and
contribute the deferred compensation to the Deferral Plan and (2) be given the
right to receive a benefit equal to the difference between the value of Huntsman
Corporation stock at the grant date and the value of the stock at the exercise
date multiplied by the specific number of shares granted.

For each $1 contributed to the Deferral Plan, Huntsman Corporation credits an
additional $.50 to the account of the contributing plan participant.  A plan
participant may defer up to 50% of the participant's salary and up to 100% of
the participant's bonus up to a maximum of $250,000 (which maximum may be
amended to certain employees by the Huntsman Corporation Board of Directors).
The amounts contributed to the Deferral Plan are considered invested in phantom
shares of Huntsman Corporation stock.  Benefits under the Equity Plans
(including the matching contribution) vest after five years from the date of the
grant and are exercisable after eight years.

The Company's expense for the Equity Plans for the year ended December 31, 2000
and the six months ended December 31, 1999 was not material.



                                      F-23
<PAGE>

13.  Commitments and Contingencies

The Company has various purchase commitments for materials and supplies entered
into in the ordinary course of business.  These agreements extend from three to
ten years and the purchase price is generally based on market prices subject to
certain minimum price provisions.  The Company is involved in litigation from
time to time in the ordinary course of its business.  In management's opinion,
after consideration of indemnifications, none of such litigation is material to
the Company's financial condition or results of operations.

14.  Environmental Matters

The operation of any chemical manufacturing plant, the distribution of chemical
products and the related production of by-products and wastes, entail risk of
adverse environmental effects.  The Company is subject to extensive federal,
state, local and foreign laws, regulations, rules and ordinances relating to
pollution, the protection of the environment and the generation, storage,
handling, transportation, treatment, disposal and remediation of hazardous
substances and waste materials.  In the ordinary course of business, the Company
is subject continually to environmental inspections and monitoring by
governmental enforcement authorities.  The Company may incur substantial costs,
including fines, damages and criminal or civil sanctions, or experience
interruptions in our operations for actual or alleged violations arising under
any environmental laws.  In addition, production facilities require operating
permits that are subject to renewal, modification and, in some circumstances,
revocation.  Violations of permit requirements can also result in restrictions
or prohibitions on plant operations, substantial fines and civil or criminal
sanctions.  The Company's operations involve the generation, handling,
transportation, use and disposal of numerous hazardous substances.  Changes in
regulations regarding the generation, handling, transportation, use and disposal
of hazardous substances could inhibit or interrupt operations and have a
material adverse effect on business.  From time to time, these operations may
result in violations under environmental laws, including spills or other
releases of hazardous substances to the environment.  In the event of a
catastrophic incident, the Company could incur material costs as a result of
addressing and implementing measures to prevent such incidents.  Given the
nature of the Company's business, there can be no assurance that violations of
environmental laws will not result in restrictions imposed on the Company's
operating activities, substantial fines, penalties, damages or other costs.  In
addition, potentially significant expenditures could be necessary in order to
comply with existing or future environmental laws.  In management's opinion,
after consideration of indemnifications, there are no environmental matters
which are material to the company's financial condition or results of
operations.

15.  Related-party Transactions

The Company shares numerous services and resources with Huntsman Corporation
("Huntsman"), ICI, and subsidiaries of both companies.   In accordance with
various agreements Huntsman and ICI provide management, operating, maintenance,
steam, electricity, water and other services to the Company.  The Company also
relies on Huntsman, ICI and their subsidiaries to supply certain raw materials
and to purchase a significant portion of the facility's product.  Rubicon, Inc.,
and  Louisiana Pigment Company are non-consolidated 50 percent owned
subsidiaries of the Company.  The amounts which the Company purchased from or
sold to related party's are as follows (in millions):

<TABLE>
<CAPTION>

                                                                                                HSCC  Predecessor Company
                                                                                ----------------------------------------------------
                                                             Six Months                    Six Months
                                Year Ended                     Ended                         Ended                     Year Ended
                               December 31,                 December 31,                    June 30,                  December 31,
                                   2000                        1999                           1999                       1998
                       -------------------------------------------------------------------------------------------------------------
                          Purchases       Sales       Purchases        Sales        Purchases        Sales       Purchases     Sales
                             From          To           From            To            From            To            From        To
                       -------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>            <C>           <C>           <C>            <C>            <C>            <C>
Huntsman and Subs.       $      194.9  $      80.3         $ 42.6     $ 55.6          $32.1          $29.0        $103.3       $33.0
ICI and Subs.                   393.6        370.2          297.8      213.3              -              -             -           -
Unconsolidated
 affiliates                     580.7         14.0          216.1        0.8              -              -             -           -

</TABLE>

                                      F-24
<PAGE>

Included in purchases from Huntsman and Subsidiaries for the twelve month period
ended December 31, 2000, are $64 million of allocated management costs which are
reported in selling, general and administrative expenses.  The amounts which the
Company is owed or owes to related party's are as follows (in millions):

<TABLE>
<CAPTION>
                                                  December 31, 2000                                   December 31, 1999
                                  ------------------------------------------------    ----------------------------------------------
                                         Receivables                 Payables                Receivables              Payables
                                  ------------------------    --------------------    ------------------------    ------------------
<S>                                 <C>                       <C>                     <C>                         <C>
Huntsman and Subs.                  $                 15.9      $             44.8            $            1.2       $         10.3
ICI and Subs.                                        111.3                     7.6                       333.9                243.5
Unconsolidated affiliates                             25.2                   109.4                        93.0                  8.6
</TABLE>

HSCC Predecessor Company

HSCC had no employees and relied entirely on third parties to provide all goods
and services necessary to operate the Company's business.  Certain of such goods
and services were provided by an affiliate of Huntsman.

Service Agreements - In accordance with various service agreements, the terms of
which range from 10 to 29 years, an affiliate of Huntsman provided management,
operating, maintenance and other services to the Company.  In connection with
those service agreements, HSCC paid $61 million of fees and expense
reimbursements during the year ended December 31, 1998.  Management fees charged
are recorded as selling, general and administrative expenses in the statements
of operations.  Operating, maintenance and other service fees and expenses
charged were recorded as $6 million in the year ended December 31, 1998 for
steam purchased by HSCC on an affiliate's behalf.

Supply Agreements - Additionally, HSCC relies on an affiliate to supply certain
raw materials and to purchase a significant portion of the facility's output
pursuant to various agreements.  HSCC sold $33 million of product to an
affiliate, and purchased $38 million of raw materials from an affiliate during
the year ended December 31, 1998.

Other Related Party Sales - During 1998, HSCC purchased $5 million of raw
materials from another affiliate of Huntsman.

16.  Lease Commitments and Rental Expense

The Company leases a number of assets which are accounted for as operating
leases.  The lease obligation reflected in the Company's statement of operations
as rental expense, totaled $23.7 million, $17.7 million, $3.6 million, $5.8
million,  for the year ended December 31, 2000, the six months ended December
31, 1999 and June 30, 1999, and the year ended December 31, 1998, respectively.
The minimum future rental payments due under existing agreements are by year (in
millions):

                       Year           Amount
                    ---------     ------------------
                       2001       $             14.3
                       2002                     10.6
                       2003                      8.7
                       2004                      7.4
                       2005                      5.3
                    Later years                 50.3

17.    Industry Segment and Geographic Area information

The Company derives its revenues, earnings and cash flows from the manufacture
and sale of a wide variety of specialty and commodity chemical products.  The
Company manages its businesses in three segments, Specialty Chemicals (the
former ICI polyurethanes business and HSCC's propylene oxide business);
Petrochemicals (businesses acquired from ICI and BP Chemicals); and Tioxide
(acquired from ICI).

The major products of each business group are as follows:

              Segment                                            Products
         -----------------------------------------------------------------------
         Specialty Chemicals           MDI, TDI, TPU, polyols, aniline, PO,
                                       TBA and MTBE
         Petrochemicals                Ethylene, propylene, benzene, cyclohexane
                                       and paraxylene
         Tioxide                       TiO2



                                      F-25
<PAGE>

Sales between segments are generally recognized at external market prices.  For
the year ended December 31, 2000, sales to ICI and its affiliates accounted for
approximately 8% of consolidated revenues.

                                 (In millions)
<TABLE>
<CAPTION>
                                                                                                      HSCC Predecessor Company
                                                                                           -----------------------------------------
                                                                       Six Months
                                            Year Ended               Ended December           Six Months Ended        Year Ended
                                         December 31, 2000             31, 1999                June 30, 1999         December 31,
                                                                                                                        1998
                                    ------------------------------------------------------------------------------------------------
By Segment

Net Sales:
<S>                                 <C>                        <C>                         <C>                  <C>
    Specialty Chemicals               $            2,108.5     $      964.7                $             192.0   $            338.7
    Petrochemicals                                 1,485.5            574.2                                  -                    -
    Tioxide                                          955.8            500.9                                  -                    -
    Sales between segments,
     Petrochemical sales to
     speciality chemicals                           (101.9)           (42.5)                                 -                    -
                                    -----------------------------------------------------------------------------------------------
              Total                   $            4,447.9     $    1,997.3                $             192.0   $            338.7
                                    ===============================================================================================

Operating Income:
    Specialty Chemicals                              211.1            135.2                               52.6                 54.3
    Petrochemicals                                    35.6              6.7                                  -                    -
    Tioxide                                          166.3             56.4                                  -                    -
                                    -----------------------------------------------------------------------------------------------
               Total                  $              413.0     $      198.3                $              52.6   $             54.3
                                    ===============================================================================================

EBITDA (1):
    Specialty Chemicals                              332.6            194.5                               68.1                 85.6
    Petrochemicals                                    82.1             30.6                                  -                    -
    Tioxide                                          207.5             83.9                                  -                    -
                                    -----------------------------------------------------------------------------------------------
               Total                  $              622.2     $      309.0                $              68.1   $             85.6
                                    ===============================================================================================

Depreciation & Amortization
    Specialty Chemicals                              122.5             55.6                               15.5                 30.5
    Petrochemicals                                    45.8             23.1                                  -                    -
    Tioxide                                           46.0             25.5                                  -                    -
                                    -----------------------------------------------------------------------------------------------
               Total                  $              214.3     $      104.2                $              15.5   $             30.5
                                    ===============================================================================================

Capital Expenditures:
    Specialty Chemicals                               83.5             76.2                                4.0                 10.4
    Petrochemicals                                    33.4             16.7                                  -                    -
    Tioxide                                           87.6             38.9                                  -                    -
                                    -----------------------------------------------------------------------------------------------
               Total                  $              204.5     $      131.8                $               4.0   $             10.4
                                    ===============================================================================================

Total Assets:
    Specialty Chemicals                            2,738.2          2,501.1                              577.9                577.6
    Petrochemicals                                   786.2          1,040.2                                  -                    -
    Tioxide                                        1,253.5          1,237.2                                  -                    -
                                    -----------------------------------------------------------------------------------------------
               Total                  $            4,777.9     $    4,778.5                $             577.9   $            577.6
                                    ===============================================================================================

</TABLE>

(1)  EBITDA is defined as earnings from continuing operations before interest
     expense, depreciation and amortization, and taxes.



                                      F-26
<PAGE>

<TABLE>
<CAPTION>
                                                                                   HSCC Predecessor Company
                                                                               --------------------------------
                                           Year Ended      Six Months Ended     Six Months Ended    Year Ended
                                          December 31,       December 31,          June 30,        December 31,
                                              2000              1999                1999              1998
                                      -------------------------------------------------------------------------
By Geographic Area
<S>                                     <C>                <C>                  <C>               <C>
Net Sales:
    United States                       $        1,537.7   $     709.8            $   192.0           $  338.7
    United Kingdom                               1,809.7         756.2                    -                  -
    Netherlands                                    802.4         379.7                    -                  -
    Other nations                                1,116.4         528.0                    -                  -
    Adjustments and eliminations                  (818.3)       (376.4)                   -                  -
                                      ------------------------------------------------------------------------
                   Total                $        4,447.9   $   1,997.3            $   192.0           $  338.7
                                      ========================================================================

Long-lived Assets:
    United States                       $        1,278.1   $   1,116.6            $   482.5           $  494.4
    United Kingdom                                 946.0       1,002.5                    -                  -
    Netherlands                                    345.4         365.9                    -                  -
    Other nations                                  534.6         508.7                    -                  -
    Corporate                                       43.9          52.7                    -                  -
                                      ------------------------------------------------------------------------
                  Total                 $        3,148.0   $   3,046.4            $   482.5           $  494.4
                                      ========================================================================
</TABLE>

18.  Selected Quarterly Financial Data (Unaudited - in millions)

<TABLE>
<CAPTION>

                     Three Months        Three Months        Three Months          Three Months         Year
                         Ended              Ended                Ended               Ended              Ended
                       March 31,           June 30,          September 30,         December 31,      December 31,
                         2000                2000                2000                  2000              2000
            -----------------------------------------------------------------------------------------------------
<S>         <C>                    <C>                    <C>                 <C>                  <C>
Revenues                $1,054.9            $1,154.7            $1,136.9            $1,101.4             $4,447.9
Gross profit               181.3               205.8               195.4               160.0                742.5
Operating                   95.8               130.3               107.7                79.2                413.0
 income
Net income                  19.7                47.3                23.3                (8.3)                82.0

</TABLE>

<TABLE>
<CAPTION>

                               HSCC Predecessor Company
            ------------------------------------------------------------
              Three Months Ended  Three Months Ended   Six Months Ended   Three Months Ended   Three Months Ended   Six Months Ended
                  March 31,            June 30,            June 30,           September 30,        December 31,        December 31,
                   1999                  1999                1999                  1999                 1999               1999
            ------------------------------------------------------------------------------------------------------------------------
<S>         <C>                    <C>                  <C>                <C>                  <C>                 <C>
Revenues             $   83.4            $  108.6            $  192.0            $  958.9             $1,038.4            $1,997.3
Gross profit             21.6                36.2                57.9               198.2                197.1               395.3
Operating                18.9                33.7                52.6               113.9                 84.4               198.3
 income
Net income                5.9                15.6                21.5                36.1                 13.6                49.7
</TABLE>

                                      F-27
<PAGE>

19.  Subsequent Events

On February 23, 2001, Huntsman affiliates of which indirectly own 60% of
Holdings' common equity interests, announced that it had entered into a letter
of intent with Bain Capital, Inc. relating to a proposed investment by Bain in
Huntsman.  The letter of intent contemplates that Huntsman and Bain will
negotiate definitive agreements pursuant to which Bain will invest over $600
million in Huntsman in exchange for a minority equity interest in Huntsman.  If
the parties complete their proposed transaction, then Huntsman intends to use a
substantial portion of the proceeds received from Bain to finance the purchase
of the membership interests of Holdings that are held by ICI and affiliates of
Goldman Sachs, as described in Note 1.

On February 27, 2001, the Company entered into a definitive purchase agreement
with an affiliate of Rhodia S.A. for the acquisition of the European surfactants
business of Albright & Wilson, a subsidiary of Rhodia, for approximately $200
million.

On March 13, 2001, the Company completed an offering of Eu200 million notes
(the "Euro Notes") resulting in net proceeds of approximately Eu204 million,
including Eu4 million of interest accrued from January 1, 2001 paid by the
purchasers. The Euro Notes are due July 1, 2009 and bear interest at a stated
rate of 10.125% with semi-annual interest payments due January 1 and July 1. The
Euro Notes are subordinate to the Senior Secured Credit Facilities.



                                      F-28
<PAGE>

              HUNTSMAN INTERNATIONAL HOLDINGS LLC AND SUBSIDIARIES
                Schedule II - Valuation and Qualifying Accounts
                               December 31, 2000




<TABLE>
<CAPTION>
        Column A                Column B                Column C                      Column D          Column E
------------------------    --------------    --------------------------          --------------    --------------
                               Balance at                                                              Balance at
                               Beginning                                                                 End of
      Description              of Period               Additions                     Deductions          Period
------------------------    --------------    --------------------------          --------------    --------------
                                              Charged to     Charged to
                                               cost and        other
                                               expenses       accounts
                                              --------------------------

 Allowance for Doubtful
        Accounts
------------------------
<S>                        <C>                <C>                <C>              <C>                    <C>
Six Months Ended            $  -              $0.3                $9.2(1)         $   -                  $ 9.5
December 31, 1999

Year Ended                  $9.5              $2.2                $  -            $(1.1)                 $10.6
December 31, 2000
</TABLE>

(1) Represents specific reserves provided for receivables which were considered
    to be uncollectible at the time of acquisition from ICI.



                                      F-29