---







SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





x  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended:September 30, 2002





Commission file
number:  1-9699








BORDEN CHEMICALS AND PLASTICS


LIMITED PARTNERSHIP











Delaware

31-1269627(State of organization)

(I.R.S. Employer Identification No.)Highway 73, Geismar, Louisiana 70734

(614) 225-4482(Address of principal executive offices)

(Registrants telephone number)





Indicate by 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  ̈





---




Number
of Common Units outstanding as of the close of business on September 30, 2002: 36,750,000.








---



---

PART I.    FINANCIAL INFORMATION





ITEM 1.    FINANCIAL STATEMENTS








BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP


CONDENSED STATEMENTS OF LIABILITIES IN LIQUIDATION


(Unaudited, in thousands)





September 30, 2002

December 31, 2001LIABILITIES (SEE NOTE 2)Note payable to General Partner

$
2,800

$
2,800Deferred tax on gross margin


1,694


1,113Accrued interest


284


152Accrual for liquidation period costs


58


Liabilities in liquidation

$
4,836

$
4,065See notes to condensed financial statements.








BORDEN CHEMICALS AND PLASTICS
LIMITED PARTNERSHIP


CONDENSED STATEMENT OF CHANGES IN LIABILITIES IN LIQUIDATION


FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002


(Unaudited, in thousands)





Liabilities in liquidation at June 30, 2002

$
4,836Accrual for liquidation period costs


Liabilities in liquidation at September 30, 2002

$
4,836See notes to condensed financial statements.








BORDEN CHEMICALS AND PLASTICS
LIMITED PARTNERSHIP


CONDENSED STATEMENT OF CHANGES IN LIABILITIES IN LIQUIDATION


FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002


(Unaudited, in thousands)





Liabilities in liquidation at December 31, 2001

$
4,065Accrual for deferred tax expense


581Accrual for interest expense


132Accrual for liquidation period costs


58Liabilities in liquidation at September 30, 2002

$
4,836See notes to condensed financial statements.




2




---

BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP


CONDENSED STATEMENTS OF OPERATIONS


FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001


(Unaudited, in thousands, except per Unit Data)





Three Months Ended September 30, 2001


Nine Months Ended September 30, 2001Interest expense


56



107Bad debt expense






6,933Tax on gross margin


(2,515
)


(2,515
)Equity in loss of unconsolidated subsidiaries






19,091Net income (loss)


2,459



(23,616
)Less 1% General Partner interest


25



(236
)Net loss applicable to Limited Partners interest

$
2,434


$
(23,380
)Net loss per Unit

$
0.07


$
(0.64
)Average number of Units outstanding during the Year


36,750



36,750Cash distributions declared per Unit












See notes to condensed financial statements.




3




---

BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP


CONDENSED STATEMENTS OF CASH FLOWS


FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001


(Unaudited, in thousands)





Three Months Ended September 30, 2001


Nine Months Ended September 30, 2001Cash Flows from OperationsNet income (loss)

$
2,459


$
(23,616
)Adjustments to reconcile net loss toNet cash provided by operating activitiesEquity in loss of unconsolidated affiliate






19,091Bad debt expense






6,933Other, net


(2,459
)


(2,408
)Net cash provided by operating activities






Net cash provided by investing activities






Net cash flows provided by financing activities






Change in cash and equivalents






Cash and equivalents at beginning of year






Cash and equivalents at end of year

$



$



See notes to condensed financial statements.




4




---

BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP


STATEMENT OF CHANGES IN PARTNERS CAPITAL (DEFICIT)


FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001


(Unaudited, in thousands)





Limited Partners


General Partner


TotalBalances at December 31, 2000

$
20,371


$
(1,280
)

$
19,091Net loss through September 30, 2001


(23,380
)


(236
)


(23,616
)Balances at September 30, 2001

$
(3,009
)

$
(1,516
)

$
(4,525
)


See notes to condensed financial statements.







5




---

BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP


NOTES TO FINANCIAL STATEMENTS


(Unaudited, in thousands except Unit and per Unit data)





1.    Basis of Presentation





Borden Chemicals and Plastics Limited Partnership (the Company or Partnership) is a Delaware limited partnership which owns a 98.9899% limited partner interest as sole limited
partner in Borden Chemicals and Plastics Operating Limited Partnership (the Operating Partnership). BCP Management, Inc. (BCPM), a wholly owned subsidiary of Borden Chemical, Inc., formerly Borden, Inc. (Borden),
owns a 1% interest as the sole general partner in the Partnership and a 1.0101% interest as the sole general partner (General Partner) in the Operating Partnership, resulting in an aggregate 2% ownership interest in the partnerships.
BCPM manages the activities of the Partnership and the Operating Partnership, and its activities are limited to such management. The General Partners interest in the Operating Partnership is reflected as minority interest in the accompanying
consolidated condensed financial statements.





On April 3, 2001, the Operating Partnership and its wholly owned
subsidiary BCP Finance Corporation, filed a voluntary petition in the U.S. Bankruptcy Court to reorganize under Chapter 11 of the U.S. Bankruptcy Code. As of April 3, 2001, the Operating Partnerships operations are subject to the jurisdiction
of the Bankruptcy Court and are no longer controlled by the Company. Accordingly, the Company no longer consolidates the Operating Partnerships financial results in its condensed consolidated financial statements, resulting in a change in
reporting entity.





As a result of this change in reporting entity, the Company changed its method of accounting
for the Operating Partnership from the consolidation method to the equity method, effective January 1, 2001. Under the equity method, the Partnerships share of the Operating Partnerships income or loss is recorded in earnings and as an
adjustment to the Partnerships investment in the Operating Partnership, to the extent that the Partnerships investment is not reduced below zero. During the first quarter fiscal 2001, the Partnerships investment in the Operating
Partnership was reduced to zero, therefore, further losses incurred by the Operating Partnership are no longer recognized by the Partnership. The Partnership did not recognize its 99% share of the Operating Partnerships losses amounting to
$255.1 million for the year ended December 31, 2001.





Under the Companys Amended and Restated Agreement of
Limited Partnership, the Company is to dissolve and wind up its affairs upon, among other events, the bankruptcy of the General Partner or the sale of all or substantially all of the assets and properties of the Operating Partnership. As further
discussed in Note 2, the General Partner has filed for Chapter 11 bankruptcy protection on March 22, 2002, the Operating Partnership is in the process of liquidating all of its assets, and the Operating Partnership and the General Partner have filed
a joint plan with respect to the liquidation of both entities. Following confirmation of the joint plan of liquidation, which is presently expected to occur during the first quarter of 2003, the Partnership intends to file a certificate of
cancellation with the Delaware Secretary of State terminating the Partnerships existence as a Delaware limited partnership. Thereafter, transfers of units would no longer be permitted. At that time, the Partnership also intends to file a
certificate on Form 15 with the Securities and Exchange Commission (SEC) terminating registration of its common units and suspending the Partnerships duty to file further reports with the SEC.





As a result of the imminent dissolution and termination of the Company, the liquidation basis of accounting and financial statement
presentation was adopted by the Company effective December 31, 2001. The liquidation basis of accounting requires an accrual for an estimate for all liabilities related to expenses to be incurred during the wind-down period. Additionally, assets are
stated at their estimated net realizable value and liabilities are stated at their anticipated settlement amounts. The Company is a holding company and does not have its own independent operations, engage in any revenue producing activities,
maintain its own bank accounts or have any cash flows or assets. Costs anticipated to be incurred to dissolve and terminate the Company are not anticipated to be significant.




6




---




The accompanying unaudited interim condensed financial statements of the
Partnership contain all adjustments, consisting of normal recurring adjustments, which in the opinion of the General Partner, are necessary for a fair statement of the results for the interim periods in accordance with accounting principles
generally accepted in the United States of America. Liabilities in Liquidation for the interim periods are not necessarily indicative of the Liabilities in Liquidation for the full year. The interim financial statements and notes should be read in
conjunction with the financial statements and accompanying notes in the Partnerships fiscal 2001 Annual Report on Form 10-K.








2.    Organization, Business and Proceedings Under Chapter 11





The Partnership is a holding company and does not have its own independent operations and does not engage in any revenue producing activities. As of September 30, 2002, the Operating Partnership had one operating location:
its main operating site in Geismar, Louisiana, which produced PVC resins, vinyl chloride monomer and acetylene. Two locations, PVC resins plants, located in Illiopolis, Illinois and Addis, Louisiana were sold in the first half of 2002. The acetylene
plant at Geismar was idled in December 2000, the remaining Geismar operations were idled in the second quarter of 2002, and the attempted sale of various assets comprising the Geismar facility are in progress.





On April 3, 2001, the Operating Partnership and its wholly owned subsidiary, BCP Finance Corporation, (collectively, the
Debtors) elected to seek bankruptcy court protection to develop and implement a financial reorganization. Despite managements continuing efforts to reduce the exposure to natural gas, depressed PVC resin prices and demand converged with
sharply increased energy costs in the first quarter of 2001 to create a critical debt and liquidity situation.





Subsequent to the commencement of the Operating Partnership Chapter 11 case, the Debtors sought and obtained several orders from the Bankruptcy Court which were intended to stabilize and continue business operations pending
development of a plan of liquidation or reorganization. The most significant of these orders (i) approved an amendment (the Primary DIP Facility) to the prepetition Year 2000 Revolving Credit Facility (the Prepetition Credit
Facility) providing up to $100 million of debtor-in-possession financing, (ii) permitted continued operation of the consolidated cash management system during the Operating Partnership Chapter 11 case in substantially the same manner as it was
operated prior to the commencement of the Operating Partnership Chapter 11 case, (iii) authorized payment of pre-petition wages, vacation pay and employee benefits and reimbursement of employee business expenses, and (iv) authorized payment of
pre-petition obligations to certain vendors critical to the Operating Partnerships ability to continue its operations.





The Primary DIP Facility, which received final Approval of the Bankruptcy Court on July 11, 2001, provided the Operating Partnership with a revolving line of credit in an aggregate amount not to exceed $100 million, subject to
borrowing base limitations. The Primary DIP Facility was subsequently paid in full on April 18, 2002, with the sale of the Illiopolis, Illinois PVC facility.





Because the Primary DIP Facility was insufficient to finance the Operating Partnerships working capital needs during the period required to obtain confirmation of a plan of reorganization for the
Debtors, the Operating Partnership approached a number of institutional lenders to assess their interest in extending an additional credit to the Debtors. None of these lenders were willing to provide credit on terms acceptable to the Operating
Partnership. As a result, the Operating Partnership requested its general partner, BCPM, to provide a secondary DIP facility. On October 31, 2001, the Debtors filed an initial motion with the Bankruptcy Court seeking an interim order to obtain
additional, secondary postpetition financing (the Secondary DIP Facility) from BCPM. The terms of the proposed Secondary DIP Facility were negotiated, on the one hand, by management of the Operating Partnership and the Debtors
legal counsel and, on the other hand, by officers of BCPM and BCPMs legal counsel, with the approval of the Independent Committee of the Board of Directors of BCPM. The independent committee is comprised of three outside directors who are not
employees of the Operating Partnership, BCPM or Borden. The negotiations included




7




---

efforts to obtain the support of the lenders under the Primary DIP Facility and the Official Committee of Unsecured Creditors appointed in the
Operating Partnership Chapter 11 case. The Creditors Committee filed an objection to the initial motion on November 6, 2001.





Further negotiations between the Operating Partnership and BCPM occurred, and the parties agreed to revisions to the terms of the proposed Secondary DIP Facility. The Debtors sought interim approval of the revised Secondary DIP
Facility. Subject to the terms and conditions of the Secondary DIP Facility, BCPM agreed to makes loans to the Operating Partnership through March 31, 2002, in an aggregate amount not to exceed $10 million for working capital, other general
corporate purposes and to make payments on the Primary DIP Facility. The BCPM loans are unsecured, bear interest at the Alternate Base Rate plus 2.75% and were originally scheduled to mature on March 31, 2002. The Creditors Committee also objected
to the revised Secondary DIP Facility. After a hearing, the Bankruptcy Court entered an order on December 20, 2001, granting interim approval of a $5 million Secondary DIP Facility with a maturity date of March 31, 2002.





On March 22, 2002, BCPM, the General Partner of the Company and the Operating Partnership, filed a voluntary petition under Chapter 11 of
the Bankruptcy Code. As of the date of the filing, BCPM had cash of approximately $26 million, a claim of approximately $4 million against the Operating Partnership for repayment of borrowings under the Secondary DIP Facility, claims of
approximately $7.8 million against the Operating Partnership for unreimbursed expenses of the Company and the Operating Partnership which were paid by BCPM. The repayment of the $7.8 million liability to BCPM is subject to the approval of the
Bankruptcy Court.





On March 22, 2002, BCPM filed a motion in the General Partners Bankruptcy requesting authority
to extend the maturity date of the Secondary DIP Facility and approval of the second $5 million of lending authority under the Secondary DIP Facility. This motion was approved by the Bankruptcy Court on March 27, 2002. Subsequently, the Secondary
DIP Facility has been extended by order of the Bankruptcy Court on several occasions. The facility currently has total availability of $5.5 million and matures on January 31, 2003. There can, however, be no assurance that BCPM will be authorized by
the Bankruptcy Court to make further loans to the Operating Partnership or that the Operating Partnership will be authorized by the Bankruptcy Court to make further borrowings from BCPM.





The Operating Partnership explored various strategic alternatives, including possible mergers or joint ventures or a sale or sales of substantially all of its assets. These
strategies had been announced by the Company to the public, its creditors and the Bankruptcy Court in various public filings, press releases and pleadings. Prior to the filing of the Operating Partnership Chapter 11 case, the Operating Partnership
had retained Taylor Strategic Divestitures Corporation (Taylor) to provide investment-banking services in connection with its attempts to complete an asset sale or other transaction.





On December 3, 2001, the Debtors filed a motion with the Bankruptcy Court seeking approval of an asset purchase agreement with Shintech Louisiana, LLC
(Shintech) regarding the sale of the assets and operations of the Addis plant. Shintech agreed to pay: (i) $38 million for the Addis plant, (ii) the value of the Addis inventory and accounts receivable, and (iii) the cost of severance
benefits for certain Addis employees. The sale excluded certain items such as cash, intercompany accounts, claims against third parties and equity interests in certain entities. The sale was approved by the Bankruptcy Court on December 20, 2001, and
closed on February 28, 2002. The net proceeds of approximately $38 million from the sale were used to pay expenses of the transaction and outstanding borrowings under the Primary DIP Facility.





The Operating Partnership announced on March 8, 2002, that it had executed an asset purchase agreement with Formosa Plastics Corporation, Delaware for the sale of the
plant at Illiopolis, Illinois. The Bankruptcy Court approved the Illiopolis transaction at a hearing on March 27, 2002. The transaction closed April 17, 2002, realizing net proceeds of approximately $23 million. The net proceeds were used to pay
expenses of the transaction and to pay off the outstanding balance of the Primary DIP Facility.




8




---

The Operating Partnership announced on August 21, 2002, that the Bankruptcy court had approved the sale of the Geismar
PVC plant to Geismar Vinyls Corporation, an affiliate of The Westlake Group for $5.0 million cash plus a promissory note for up to $4.0 million contingent upon the earnings performance of the assets. The Operating Partnership will not recognize any
portion of the $4.0 million contingent payment until such contingencies are met. The sale was completed December 20, 2002. On December 19, 2002, the Bankruptcy Court approved the sale of certain other assets associated with the Geismar facility for
approximately $0.9 million.





As a result of the pending sale of fixed assets and as a means to improve net cash
flow to the estate, the Operating Partnership began idling the Geismar plant in March 2002. The idlement was subsequently complete in May 2002. Management continues to oversee liquidation of the remaining assets.





In 1997, the Operating Partnership entered into a fifteen-year supply agreement to provide ethylene, a key raw material, for the Geismar
Vinyl Chloride Monomer (VCM) plant. Under the terms of the long-term agreement, the purchase price for the ethylene varied with the suppliers raw material and variable cost as well as its fixed processing cost. As a result of idling the
Geismar VCM plant in May 2002, the Operating Partnership no longer required the ethylene supply and began soliciting potential buyers for the contract. Under the terms of the contract the Operating Partnership was required to purchase a specified
amount of ethylene per month throughout the term of the agreement. A motion was made and approved by the bankruptcy court to allow the Operating Partnership to assume the supply contract and sell its rights in a formal bidding process. An auction
was subsequently held in August 2002 and the Operating Partnership sold its rights to purchase ethylene. The bankruptcy court approved this sale on August 20, 2002 and it was subsequently completed September 20, 2002. The Operating Partnership
realized proceeds of $6.6 million, of which $3.4 million was paid to the ethylene supplier to cure pre-petition payables owed by the Operating Partnership.





The significant loss from operations and the bankruptcy has precluded the Company from making any distribution to its Unitholders. Also, it is not anticipated that the Partnership or Operating
Partnership will be in a position to meet all of its financial obligations in the future. To the extent that payments for Company obligations are not made by BCPM, are not deemed to be reimbursable expenses from the Operating Partnership by the
bankruptcy court, or the Operating Partnership does not have the ability to pay expenses deemed to be reimbursable, the Partnership would not have the wherewithal or ability to pay these obligations.





On August 1, 2002, the Operating Partnership and BCPM filed with the Bankruptcy Court a Joint Plan of Liquidation (the Joint
Plan) with respect to the liquidation of both entities. On August 23, 2002, a First Amended Joint Plan of Liquidation was filed, and on November 7, 2002, a Second Amended Joint Plan of Liquidation, (Amended Joint Plan) was filed.
The Bankruptcy Court will consider confirmation of the Amended Joint Plan, as it may be further modified, at a hearing scheduled for January 24, 2003. Under the Amended Joint Plan, any assets of the Operating Partnership remaining after the payment
of some or all administrative claims and other costs of its bankruptcy case would be transferred to a limited liability company (the Operating Partnership Liquidating LLC) for the benefit of the unsecured creditors of the Operating
Partnership in accordance with their respective interests.





At this time the Operating Partnerships
principal assets have been, or are in the process of being, sold, and it is anticipated that, if the Amended Joint Plan is confirmed, the assets transferred to the Operating Partnership Liquidating LLC would consist of a portion of the proceeds from
the sale of Operating Partnership assets and miscellaneous real and personal property of the Operating Partnership remaining unsold at the effective date of the Amended Joint Plan which would be liquidated over time by the Operating Partnership
Liquidating LLC. If the Amended Joint Plan is confirmed and consummated, the Operating Partnership will be terminated as a Delaware limited partnership and will cease to exist.





Assets of BCPM remaining after the payment of administrative claims and other costs of its bankruptcy case would be transferred to a separate limited liability company (the
BCPM Liquidating LLC) and subsequently distributed to the unsecured creditors of




9




---

BCPM, consisting primarily of unsecured creditors of the Operating Partnership (other than holders of the 9.5% Notes of Operating Partnership
which are nonrecourse as to BCPM) that filed claims which were allowed in BCPMs bankruptcy case. BCPM will then be dissolved as a Delaware corporation and will cease to exist.





Under the Amended Joint Plan, the Companys limited partnership interest in the Operating Partnership and BCPMs general partnership interest in the Operating
Partnership would be extinguished, and neither the Company nor the Companys Unitholders would receive any distribution from either the Operating Partnership or BCPM.








3.    Environmental and Legal Proceedings





Under an Environmental Indemnity Agreement (the EIA) between Borden and the Operating Partnership, Borden has agreed, subject to certain specified limitations, to indemnify the Partnership
in respect of environmental liabilities arising from facts or circumstances that existed and requirements in effect prior to November 30, 1987, the date of the initial sale of the Geismar and Illiopolis plants to the Partnership. The Partnership is
responsible for environmental liabilities arising from facts or circumstances that existed and requirements that become effective on or after such date. With respect to certain environmental liabilities that may arise from facts or circumstances
that existed and requirements in effect both prior to and after such date, Borden and the Operating Partnership will share liabilities on an equitable basis considering all of the facts and circumstances including, but not limited to, the relative
contribution of each to the matter and the amount of time each has operated the assets in question (to the extent relevant). No claims can be made under the EIA for liabilities incurred after November 30, 2002.





BCPM, the Operating Partnership and Borden have agreed among themselves, and with the U.S. Department of Justice and Louisiana Department
of Environmental Quality, to allocate responsibility for all environmental obligations related to the Geismar facility, including the Consent Decree issued by the United States District Court for the District of Louisiana in June, 1998, applicable
federal and state environmental regulation, and permitting matters. On October 22, 2002, the Bankruptcy Court approved a series of agreements in both the Operating Partnership and BCPM bankruptcy cases, including a Settlement Agreement resolving a
proof of claim, which was based on enforcement of the Consent Decree, filed by the United States. Under the settlement, Borden is responsible for investigation and remediation of the Geismar site as required by the Consent Decree, for the continued
operation of the Geismar waste water treatment plant, and for various other remedial measures which may become necessary at the site; and the Operating Partnership is responsible for certain supplemental environmental projects, closure and
decommissioning obligations, all of which have already been completed. These agreements, and the allocation of environmental obligations thereunder, also replace and supercede in its entirety the EIA between the Operating Partnership and Borden
described in the preceding paragraph.





The Operating Partnership is subject to extensive federal, state and local
environmental laws and regulations which impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage, transportation and disposal of solid and hazardous wastes, and impose obligations to
investigate and remediate contamination in certain circumstances. Failure to comply with the extensive federal, state and local environmental laws and regulations could result in significant civil or criminal penalties and remediation costs.





The Operating Partnership is subject to legal proceedings and claims which may arise in the ordinary course of
business. Management of the Operating Partnership believes, based on the information it currently possesses, that the amount of the ultimate liability, taking into account its insurance coverage, including its risk retention program and the October
2002 settlement agreement described above with Borden, is unlikely to have a material adverse effect on the financial position or results of operations of the Operating Partnership. Any potential liability may be impacted by the Operating
Partnership Chapter 11 case described in Note 2.




10




---

4.    Debt





On May 1, 1995, the Operating Partnership issued $200 million aggregate principal amount of 9.5% Notes due 2005 (the Notes) pursuant to an Indenture dated as of May 1, 1995 (the
Indenture). The Notes are senior unsecured obligations of the Operating Partnership. As a result of the filing of the Operating Partnership Chapter 11 case described in Note 2, no payments will be made by the Debtors on the Notes except
as approved by the Bankruptcy Court. The Company has no obligation with regards to payment of the Subordinated Notes.








5.    Related Party Transactions





The Company and the
Operating Partnerships affairs are managed by BCPM, subject to orders of the Bankruptcy Court, pursuant to the Amended and Restated Partnership Agreement of the Company and the Amended and Restated Partnership Agreement of the Operating
Partnership, respectively. Neither the Company nor the Operating Partnership directly employs or employed any of the persons responsible for managing or operating the business of the Operating Partnership, but instead relied on the officers and
employees of the General Partner and of Borden who provided support to or performed services for the General Partner. The Operating Partnership reimburses the General Partner or Borden (on its own or on the General Partners behalf) for their
services. As of May 31, 2002, all employment services including services of three BCPM officers have been supplied on a contract basis.





The Operating Partnership sold its formaldehyde and certain other assets for $48.5 million to Borden on July 28, 2000. As part of the transaction, the Operating Partnership and Borden entered into a series of agreements with
respect to the operations of the parties at the Geismar complex, including the provision of utilities and other services by the Operating Partnership to Bordens facilities, the provision of dock capacity by Borden to the Operating Partnership
at Bordens dock facility, the provision of a control room by Borden to the Operating Partnership, and indemnification of Borden by the Operating Partnership for any environmental liability relating to the assets purchased by Borden during the
period in which they were owned by the Operating Partnership.





In April 2001, the Partnership borrowed $2.8
million from BCPM in order to pay federal gross margin taxes, and issued a demand note, bearing interest at prime rate plus 1.50%, payable to BCPM for the same amount. The Partnership recorded a deferred tax liability of $1.6 million and a
receivable of $4.4 million from the Operating Partnership for future reimbursement of these expenses. Management believes the Partnership is entitled to reimbursement for these obligations by the Operating Partnership, pursuant to the Partnership
Agreement and consistent with past practice; however, such reimbursement is subject to approval of the Bankruptcy Court. This receivable was written down to zero upon the Operating Partnership filing for bankruptcy due to the uncertainty surrounding
the ultimate collection of these amounts.





See Note C to the Operating Partnership financial statements on page 17
for information regarding related party transactions between BCPM and the Operating Partnership.








6.    Tax on Gross Margin





In August, 1997 legislation was enacted
which extends indefinitely the Partnerships ability to be treated as a partnership for federal income tax purposes provided that the Partnership elected to be subject to a 3.5% tax on taxable gross income beginning on January 1, 1998 (the
ability to be treated as a partnership had been scheduled to expire on December 31, 1997). The Partnership made such an election.





The confirmation of the Joint Plan of Liquidation will result in the nonpayment of certain debt, which could possibly be deemed a taxable event to the Partnership in determining the tax on gross margin. No provision has been made for
such potential gross margin taxes. If such tax were asserted, the Partnership would contest the application of the gross margin tax to the nonpayment of debt. However, if the Partnership did not prevail, the maximum potential tax liability is
estimated to be approximately $9 million.




11




---

7.    Consolidated Debtor-In-Possession Financial Statements of Borden Chemicals
and Plastics Operating Limited Partnership





The consolidated Debtor-In-Possession financial statements of the
Operating Partnership as of and for the nine months ended September 30, 2002 and September 30, 2001 are as follows:








CONSOLIDATED STATEMENTS OF NET LIABILITIES IN LIQUIDATION


(Unaudited, in thousands):





September 30, 2002

December 31, 2001ASSETSCash and equivalents

$
114

$
2,791Trade accounts receivable


432


26,017InventoriesFinished and in process goods





21,950Raw materials and supplies





4,080Assets held for sale


8,876


53,907Other assets


5,146


11,535Total assets

$
14,568

$
120,280LIABILITIESLiabilities not subject to compromisePriority debt

$
3,000

$
60,000Accounts payable


1,252


13,856Accrued severance and closure costs


5,776


42,776Accrued interest





310Deferred tax on gross margin


1,694


1,113Other accrued liabilities


4,767


7,637Total liabilities not subject to compromise


16,489


125,692Total liabilities subject to compromise (see Note B)


261,767


267,888Total liabilities

$
278,256

$
393,580Net liabilities in liquidation

$
263,688

$
273,300


See notes A-F to consolidated Debtor-in-Possession financial statements that follow.







12




---

CONSOLIDATED STATEMENTS OF CHANGES IN NET LIABILITIES IN LIQUIDATION


FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002


(Unaudited, in thousands)





Three Months Ended September 30, 2002Net liabilities in liquidation June 30, 2002

$
263,869Changes in net liabilities in liquidation:Revision to estimated liabilities


(181
)Net liabilities in liquidation September 30, 2002

$
263,688








Nine Months Ended September 30, 2002Net liabilities in liquidation at December 31, 2001

$
273,300Changes in net liabilities in liquidation:Revision of liquidation period cost estimate


5,135Revision to net realizable value of ethylene contract and other assets


(7,004
)Revision to net realizable value of Geismar facility assets held for sale


(4,225
)Revision of post-retirement benefit liability (see Note C)


(3,510
)Revision to net realizable value of accounts receivable


(589
)Revision to gross margin tax expense


581Net liabilities in liquidation at September 30, 2002

$
263,688


See notes A-F to consolidated Debtor-in-Possession financial statements that follow.







13




---

CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001


(Unaudited, in thousands):





Three Months Ended September 30, 2001


Nine Months Ended September 30, 2001RevenuesNet trade sales

$
85,456


$
280,259Net sales to related parties






Total revenues


85,456



280,259ExpensesCosts of goods sold


93,635



315,981Impairment of long-lived assets and other charges


123,003



122,058Marketing, general & administrative expense


5,952



17,729Interest expense


1,842



10,757Tax on gross margin


(1,955
)


(1,955
)Equity in loss of affiliate


585



1,519Other (income) expense


239



6,219Reorganization costs:Professional fees


1,917



5,507Loss on debt issuance costs






3,755Gain on settlement of pre-petition claims






(377
)Total expenses

$
225,218


$
481,193Net loss

$
(139,762
)

$
(200,934
)


See notes A-F to consolidated Debtor-in-Possession financial statements that follow.




14




---

CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001


(Unaudited, in thousands)





Cash Flows from OperationsNet loss

$
(200,934
)Adjustments to reconcile net loss to net cash used by operating activities:Depreciation


19,932Impairment of long-lived assets


122,058Change in receivables


29,747Change in inventory


31,334Change in accounts payable


(4,400
)Other


5,390Reorganization items:Payment of professional fees


(3,570
)Loss on debt issuance costs


3,755Gain on settlement of pre-petition claims


(377
)Net cash flows provided by operating activities

$
2,935Cash Flows from Investing ActivitiesCapital expenditures

$
(5,947
)Proceeds from note receivable


9,700Net cash flows provided by investing activities

$
3,753Cash Flows from Financing ActivitiesGross borrowings under line-of-credit agreement


132,343Gross repayments under line-of-credit agreement


(137,915
)Payment of debt issuance costs


(1,360
)Net cash flows used by financing activities


(6,932
)Change in cash and equivalents


(244
)Cash and equivalents at beginning of period


3,223Cash and equivalents at end of period

$
2,979


See notes A-F to consolidated Debtor-in-Possession financial statements that follow.







15




---

NOTES TO CONSOLIDATED DEBTOR-IN-POSSESSION FINANCIAL STATEMENTS:








A.    Basis of presentation and Bankruptcy Proceedings





On April 3, 2001, the Operating Partnership and its wholly-owned subsidiary, BCP Finance Corporation, filed a voluntary petition in the U.S. Bankruptcy Court to reorganize
under Chapter 11 of the U.S. Bankruptcy Code. During the fourth quarter 2001, the Operating Partnership began accepting bids for the sale of substantially all of its assets. An asset purchase agreement was entered into on December 21, 2001 for the
sale of the Addis facility and the plant was subsequently sold in February 2002. Its Illiopolis facility was sold in April 2002 and the remaining facility, Geismar, was idled in May 2002. A motion has been approved by the bankruptcy court for
Geismar Vinyls Corporation (GVC), an affiliate of The Westlake Group to purchase the PVC and VCM plants.





As a
result of the imminent liquidation of the Operating Partnership, the liquidation basis of accounting and financial statement presentation has been adopted by the Operating Partnership effective December 31, 2001. The liquidation basis of accounting
requires the Operating Partnership to accrue an estimate for all liabilities related to expenses to be incurred during the wind down period. Additionally, assets and liabilities are stated at their estimated net realizable value. The estimated net
realizable value of assets represents managements best estimate of the recoverable value of the assets, net of selling expenses and without consideration for the effect that the settlement of any litigation may have on the value of the assets.
The assets are held at their net realizable value until they are sold or liquidated. There can be no assurance, however, that the Operating Partnership will be successful in selling the assets at the net realizable value.





The valuation of assets and liabilities necessarily requires many estimates and assumptions, and there are substantial uncertainties in
liquidating the Company. The valuations presented in the accompanying Statement of Net Liabilities in Liquidation represent estimates based on present facts and circumstances of the net realizable values of assets, estimated liabilities and
estimated costs associated with carrying out the liquidation of the Company. The actual values and costs could be higher or lower than the amounts recorded as of September 30, 2002.





Accounts payable and accrued expenses include estimates of costs to be incurred in carrying out the liquidation of the Company. These costs include a reserve for salary
continuation costs, closure costs associated with the Geismar facility and other estimated liabilities including future non-cancelable lease payments. The actual costs could vary significantly from the related provisions due to uncertainty related
to the length of time required to liquidate the Company and complexities and contingencies.





For more detailed
information regarding the proceedings under Chapter 11, see Note 2 to the Limited Partnership financial statements. At this time, the Operating Partnership assets are not expected to generate enough cash to make a distribution to unit holders of the
Company or to satisfy all of the Operating Partnerships debts.








B.    Liabilities subject to compromise





Liabilities subject to
compromise refer to liabilities incurred prior to the commencement of the Operating Partnership Chapter 11 case. These liabilities consist primarily of amounts outstanding under the Companys long-term debt and also include accounts payable,
accrued interest, and other accrued expenses. These amounts represent managements best estimate of known or potential claims to be resolved in connection with the Operating Partnership Chapter 11 case. Certain creditors have submitted claims
in excess of the amounts recorded as liabilities by the Operating Partnership. Such claims remain subject to future adjustments based on reconciliation and negotiations with applicable creditors, actions of the Bankruptcy Court, further developments
with respect to disputed claims, or other events. Payment terms for these amounts, which are considered long-term liabilities at this time, will be established in connection with the Operating Partnership Chapter 11 case. The Operating Partnership
has received approval from the Bankruptcy Court to pay or




16




---

otherwise honor certain of its pre-petition obligations, including pre-petition wages, vacation pay, employee benefits and reimbursement of
employee business expenses. The Bankruptcy Court also authorized the Company to pay pre-petition obligations to critical vendors to aid the Company in maintaining its operations.





Liabilities subject to compromise consist of the following as of September 30, 2002 (in thousands):





Long-term debt

$
200,000Pre-petition accounts payable


38,479Accrued interest


8,073Payable to BCPM


10,114Other accrued liabilities


5,101Total liabilities subject to compromise

$
261,767








C.    Related party
transactions





The Company and the Operating Partnerships affairs are managed by BCPM, subject to orders
of the Bankruptcy Court, pursuant to the Amended and Restated Partnership Agreement of the Company and the Amended and Restated Partnership Agreement of the Operating Partnership, respectively. Neither the Company nor the Operating Partnership
directly employs or employed any of the persons responsible for managing or operating the business of the Operating Partnership, but instead relies on the officers and employees of the General Partner and of Borden who provide support to or perform
services for the General Partner. The Operating Partnership reimburses the General Partner or Borden (on its own or on the General Partners behalf) for their services.





The Operating Partnership sold its formaldehyde and certain other assets for $48.5 million to Borden on July 28, 2000. As part of the transaction, the Operating Partnership
and Borden entered into a series of agreements with respect to the operations of the parties at the Geismar complex, including the provision of utilities and other services by the Operating Partnership to Bordens facilities at an annual charge
of approximately $1.2 million for 2001, the provision of dock capacity by Borden to the Operating Partnership at Bordens dock facility, the provision of a control room by Borden to the Operating Partnership, and indemnification of Borden by
the Operating Partnership for any environmental liability relating to the assets purchased by Borden during the period in which they were owned by the Operating Partnership.





The Company subleased 99 railcars from Borden at an annual cost of $0.5 million. As part of the Bankruptcy Court proceedings, the Company elected to reject the sublease
agreement with Borden. As a result of this lease rejection, Borden has offset approximately $1.8 million from the proceeds of the $37.5 million note used to capitalize BCPM. BCPM has a claim against the Company for the amount of this offset.





The employees of BCPM (together with employees providing support to or services for BCPM) operate the Partnership
and participate in various General Partner benefit plans including pension, retirement savings, post-retirement other than pension, post employment, and health and life insurance. The Partnership has no direct liability for such benefits since the
Partnership does not directly employ any of the persons responsible for managing and operating the Partnership, but instead reimburses the General Partner (on its own or BCPMs behalf) for their services. Charges to the Partnership for such
services are actuarially determined where appropriate. The Partnership expenses the full amount of such charges but only reimburses the General Partner (on its own or BCPMs behalf) for actual benefits paid. The difference between cash payments
to the General Partner (on its own or BCPMs behalf) and expense is accrued on the Partnerships books. The General Partner maintained a post-retirement and disability plan for employees of the General Partner. This estimated liability was
$4.4 million as of December 31, 2001. The General Partners benefit plans have been terminated, effective as of June 30, 2002 and the corresponding liability was recorded as a decrease to net liabilities in liquidation during the quarter ended
March 31, 2002.





During 2001, BCPM made unreimbursed severance payments totaling $0.8 million to former employees
of the Operating Partnership. In addition, BCPM also made unreimbursed




17




---

payments for certain professional services and other expenses. Payables of $3.9 and $2.3 million were recorded for these expenses as of
September 30, 2002 and December 31, 2001.





In December 2001, the Operating Partnership entered into a Loan
Agreement Loan Agreement with BCPM whereby BCPM agreed to provide loans up to $10 million for the Operating Partnership to use for working capital requirements or other general corporate purposes in the event that there is no borrowing
availability under the Operating Partnerships revolving credit facility with Fleet. The Operating Partnership could only borrow pursuant to this Loan Agreement if there were no positive borrowing availability under the Operating
Partnerships revolving credit facility with Fleet. Borrowings under the Loan Agreement were payable on the earlier of a) March 31, 2002, which was subsequently extended to April 30, 2002, b) the date of confirmation of a plan of
reorganization, c) the date upon which the sale of substantially all of the Operating Partnerships assets has been completed, or d) an event of default. Borrowings under the Loan Agreement bear interest at the Alternate Base Rate plus 2.75%.
The Bankruptcy Court approved the Loan Agreement for borrowings up to $5 million. Borrowings under the Loan Agreement have been granted administrative expense status. On April 24, 2002, the Bankruptcy Court modified the Secondary DIP Facility by the
entry of a bridge order authorizing BCPM to lend up to $6 million to the Operating Partnership through May 24, 2002. The Bankruptcy Court subsequently revised the order several times. Under the currently approved loan agreement, which
expires January 31, 2003, the availability amount is $5.5 million. As of September 30, 2002, the outstanding balance was $3.0 million.





Through the normal course of business, the Operating Partnership makes operating payments for two of its joint ventures, V.E.I. and Monochem. The Operating Partnership is then reimbursed in full for these payments from the
joint ventures. The receivable from these joint ventures was subsequently paid. On October 22, 2002, the Bankruptcy Court approved the sale of the Companys ownership interest in Monochem to the Companys joint venture partner. The sale of
Monochem was subsequently completed on November 13, 2002. V.E.I.s joint venture partners agreed to dissolve the business. A settlement of V.E.I. affairs is ongoing, with the goal of dissolving the business in 2002 and the Company is pursuing
the sale of V.E.I.s assets.








D.    Impairment of Long-Lived Assets
and Other Charges





During the year ended December 31, 2001, the Company recorded restructuring and other
charges of $192.6 million primarily associated with asset impairment charges, bankruptcy court proceedings, severance, and plant closure costs.





The following is a roll forward of the restructuring and related charges recorded in the year ended December 31, 2001:





(Unaudited, in millions)





Description

Type

Balance 12/31/01

Additional Expense

Payments


Adjustments


Balance 09/30/02Severance and stay bonus

Cash

$
13.6

$


$
(13.3
)

$
(0.3
)

$
Closure costs

Cash


8.7


0.3


(8.7
)






0.3Lease rejection costs

Cash


3.5


1.0


(1.7
)






2.8Bankruptcy-professional fees

Cash


1.7


5.1


(5.3
)






1.5Total



$
27.5

$
6.4

$
(29.0
)

$
(0.3
)

$
4.6








E.    Liquidation Basis
Adjustments





In August 2002, the Company sold its rights to their long-term ethylene supply contract (see Note
2 to the Limited Partnership financial statements). The Operating Partnership realized proceeds of $6.6 million, of which $3.4 million was paid to the ethylene supplier to cure pre-petition payables owed by the Operating Partnership.





During 2002 the net realizable value of other assets increased $4.6 million based on sales or pending sales agreements. Net
realizable assets increased primarily from an increase in the net realizable value of land of $4.1 million, the PVC facility of $0.7




18




---

million, the Monochem facility of $0.5 million offset by a decrease in the net realizable value of the remaining Geismar facility assets of $1.2
million. The net realizable values were revised, as the Operating Partnership was able to obtain purchase agreements for higher sales prices than previously estimated. Provisions were also made for certain estimated losses related to post-petition
contracts.








F.    Commitments & Contingencies





Environmental and Legal Contingencies





The Operating Partnership is subject to extensive state, federal and local laws and regulations. See Note 3 to the Limited Partnership financial statements for further
information regarding contingencies relating to these environmental matters.





Contingencies for the Company also
include lawsuits and claims, which arise in the normal course of business. In the opinion of management, the amount of the ultimate liability, taking into account its insurance coverage including its risk retention program and environmental
indemnity agreement with Borden, would not materially affect the financial position or results of operations of the Operating Partnership. Any potential liability may be impacted by the Chapter 11 Cases, described in Note 2 to the Limited
Partnership financials.








Liens





Liens in the amount of $3.0 million have been filed against specific assets of the Operating Partnership. The Operating Partnership
currently is analyzing bankruptcy law, applicable non-bankruptcy law and the factual circumstances of each alleged lien to determine whether these creditors are in fact secured and, if so, to what extent. To the extent the Court determines any of
the alleged liens valid, the liens would need to be paid by the Operating Partnership. These obligations have been accrued in pre-petition liabilities.








Operating Lease Arrangements





The Company leases certain railcars under operating leases, which had various expiration dates, the longest of which was fifteen years. Substantially all of these leases were rejected due to the bankruptcy proceedings during 2001 and
2002. Certain obligations exist after the rejection of these leases to clean and return these railcars to the lessor. Estimated costs of $2.8 million for cleaning and returning these railcars has been included in the Accrued Severance and Closure
Costs. No provision has been established at September 30, 2002 for potential claims which may be asserted by lessors for future rentals under the respective lease agreements subsequent to the lease rejection dates as management does not believe that
such claims would be allowed by the Bankruptcy Court.




19




---

ITEM 2.    MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION








Overview and Outlook





On April 3, 2001, the Operating Partnership and its wholly owned subsidiary BCP Finance Corporation, (the Debtors) filed voluntary petitions for protection
under Chapter 11 of the Bankruptcy Code, 11 U.S. C. 101-1330 in the United States Bankruptcy Court for the District of Delaware under case number 01-1268 (RRM) and 01-1269 (RRM) (the Operating Partnership Chapter 11 case). The Operating
Partnership Chapter 11 cases have been procedurally consolidated for administrative purposes only. The Debtors are currently acting as debtors-in-possession pursuant to the Bankruptcy Code.





Under the Companys Amended and Restated Agreement of Limited Partnership, the Company is to dissolve and wind up its affairs upon, among other events, the bankruptcy
of the General Partner or the sale of all or substantially all of the assets and properties of the Operating Partnership. Following confirmation of the joint plan of liquidation, which is presently expected to occur during the first quarter of 2003,
the Partnership intends to file a certificate of cancellation with the Delaware Secretary of State terminating the Partnerships existence as a Delaware limited partnership. Thereafter, transfers of units would no longer be permitted. At that
time, the Partnership also intends to file a certificate on Form 15 with the Securities and Exchange Commission (SEC) terminating registration of its common units and suspending the Partnerships duty to file further reports with
the SEC.





During the fourth quarter 2001, the Operating Partnership began accepting bids for the sale of
substantially all of its assets. An asset purchase agreement was entered into on December 21, 2001 for the sale of the Addis facility and the plant was subsequently sold in February 2002. The Illiopolis facility was sold in April 2002 and the
remaining facility, Geismar, was idled in that same month. In August 2002, the U.S. Bankruptcy Court approved the sale of the Operating Partnerships Geismar, La., polyvinyl chloride (PVC) facility. The court also approved the sale of certain
contracts for the supply of ethylene to the Geismar facility. The Operating Partnership continues to explore possible dispositions of the remaining assets at the Geismar facility.





As a result of the expected dissolution of the Company and the imminent liquidation of the Operating Partnership, the liquidation basis of accounting and financial
statement presentation has been adopted by both the Company and the Operating Partnership effective December 31, 2001. The liquidation basis of accounting requires an accrual for the estimate for all liabilities related to expenses to be incurred
during the wind down period. Additionally, assets and liabilities are stated at their estimated net realizable value. The estimated net realizable value of assets represents managements best estimate of the recoverable value of the assets, net
of selling expenses and without consideration for the effect that the settlement of any litigation may have on the value of the assets. The assets are held at their estimated net realizable value until they are sold or liquidated. There can be no
assurance, however, that the Operating Partnership will be successful in selling the assets at the estimated net realizable value.





Due to the bankruptcy filing, the Company no longer consolidates the Operating Partnerships financial results in its condensed consolidated financial statements, resulting in a change in reporting entity. As a result
of this change in reporting entity, the Company has restated its fiscal 2001 results, effective January 1, 2001, to account for its investment in the Operating Partnership under the equity method. Under the equity method, the Companys share of
the Operating Partnerships income or loss is recorded in earnings and as an adjustment to the Companys investment in the Operating Partnership, to the extent that the Companys investment is not reduced below zero. During the first
quarter fiscal 2001, the Companys investment in the Operating Partnership was reduced to zero; therefore, further losses incurred by the Operating Partnership are no longer recognized by the Company. The Company did not recognize its 99% share
of the Operating Partnerships losses amounting to $255.1 million for the year ended December 31, 2001.





The
Company is a holding company and does not have its own independent operations, engage in any revenue producing activities, maintain its own bank accounts nor does it have any cash flows. Prior to the Operating Partnership filing for bankruptcy,




20




---

certain obligations of the Company, including gross margin taxes, were paid by BCPM and reimbursed by the Operating Partnership, as management
believes these expenses are reimbursable expenses pursuant to the Partnership Agreement and past practice.





The
Companys $2.8 million gross margin tax obligation due in April 2001 was paid by BCPM, and, in return, the Company issued a demand note payable to BCPM. Certain other expenses, primarily for accounting and legal services, of approximately $3.1
million through December 31, 2001 have also been funded by BCPM. It is the position of BCPM that these expenses are reimbursable by the Operating Partnership pursuant to the Partnership Agreement and consistent with past practice; however, such
reimbursement is subject to approval of the Bankruptcy Court. It is the position of BCPM that it is not required to make capital contributions or further loans to, or advances on behalf of, the Company. However, BCPM will consider making additional
loans and advances upon request of the Company, taking into account the interests of its creditors, but there can be no assurance that BCPM will make further loans or advances in the future. The Partnership recorded interest of $0.2 million
associated with this note.





To the extent that payments for Company obligations are not made by BCPM, are not
deemed to be reimbursable expenses from the Operating Partnership by the bankruptcy court, or the Operating Partnership does not have the ability to pay expenses deemed to be reimbursable, the Partnership would not have the wherewithal or ability to
pay these obligations.





Due to the change in reporting entity discussed above, a comparative analysis and
discussion of the Companys operations is not deemed to be meaningful. The following management discussion pertaining to the results of operations and liquidity of the Operating Partnership are included as management believes this is the most
meaningful manner in which to explain the changes in the losses from its equity investment in the Operating Partnership.








Changes in Net Liabilities in Liquidation





During the third
quarter of 2002, Liabilities in Liquidation decreased by $0.2 million. This change in Liabilities in Liquidation is due to revisions to estimates of certain liabilities.








Plan of Liquidation





On August 1, 2002, the Operating Partnership and BCPM filed with the Bankruptcy Court a Joint Plan of Liquidation (the Joint Plan) with respect to the liquidation of both entities. On August 23, 2002, a First
Amended Joint Plan of Liquidation was filed, and on November 7, 2002, a Second Amended Joint Plan of Liquidation (Amended Joint Plan) was filed. The Bankruptcy Court will consider confirmation of the Amended Joint Plan, as it may be
further modified, at a hearing scheduled for January 24, 2003. Under the Amended Joint Plan, any assets for the Operating Partnership remaining after the payment of some or all administrative claims and other costs of its bankruptcy case would be
transferred to a limited liability company (the Operating Partnership Liquidating LLC) for the benefit of the unsecured creditors of the Operating Partnership in accordance with their respective interests.





At this time the Operating Partnerships principal assets have been, or are in the process of being, sold, and it is anticipated
that, if the Amended Joint Plan is confirmed, the assets transferred to the Operating Partnership Liquidating LLC would consist of a portion of the proceeds from the sale of Operating Partnership assets and miscellaneous real and personal property
of the Operating Partnership remaining unsold at the effective date of the Amended Joint Plan which would be liquidated over time by the Operating Partnership Liquidating LLC. If the Amended Joint Plan is confirmed and consummated, the Operating
Partnership will be terminated as a Delaware limited partnership and will cease to exist.





Assets of BCPM
remaining after the payment of administrative claims and other costs of its bankruptcy case would be transferred to a separate limited liability company (the BCPM Liquidating LLC) and subsequently distributed to the unsecured creditors
of BCPM, consisting primarily of unsecured creditors of the Operating Partnership (other




21




---

than holders of the 9.5% Notes of Operating Partnership which are nonrecourse as to BCPM) that filed claims which were allowed in BCPMs
bankruptcy case. BCPM will then be dissolved as a Delaware corporation and will cease to exist.





Under the Amended
Joint Plan, the Companys limited partnership interest in the Operating Partnership and BCPMs general partnership interest in the Operating Partnership would be extinguished, and neither the Company nor the Companys Unitholders
would receive any distribution from either the Operating Partnership or BCPM.





The confirmation of the Joint Plan
of Liquidation will result in the nonpayment of certain debt, which could possibly be deemed a taxable event to the Partnership in determining the tax on gross margin. No provision has been made for such potential gross margin taxes. If such tax
were asserted, the Partnership would contest the application of the gross margin tax to the nonpayment of debt. However, if the Partnership did not prevail, the maximum potential tax liability is estimated to be approximately $9 million.








Impact of Bankruptcy Proceedings on Unitholders





Pursuant to its Amended and Restated Agreement of Limited Partnership, the Company is required to distribute 100% of its
Available Cash as of the end of each quarter on or about 45 days after the end of such quarter to Unitholders of record as of the applicable record date and to the General Partner. Available Cash means generally, with respect to any
quarter, the sum of all cash receipts of the Company plus net reductions to reserves established in prior quarters, less cash disbursements and net additions to reserves in such quarter. The Operating Partnership is the sole source of Available Cash
for the Company. Since 1998, adverse business conditions, and during 2001 the Operating Partnership Chapter 11, have considerably reduced revenues of the Operating Partnership and caused the Operating Partnership and, in turn, the Company to have
net losses. No cash distributions to the Unitholders have been declared since the fourth quarter of 1997.





In
connection with the announcement of the filing of the Operating Partnership Chapter 11 in April, 2001, the Company issued a press release stating that it was unlikely that the publicly traded units of the Company would have any value following
resolution of the Operating Partnership Chapter 11 process or that Unitholders would receive any distribution as a result of any asset sales or plan of reorganization. That outlook has not improved.





Sales of the Operating Partnerships assets are not expected to generate enough cash to make a distribution to Unitholders or to
satisfy all of the Operating Partnerships debts, and under the Amended Joint Plan the Companys limited partnership interest in the Operating Partnership would be extinguished. For federal income tax purposes, Unitholders take into
account their allocable share of income, gains, losses, deductions and credits of the Operating Partnership (which flow to them through the Company), even if they receive no cash distribution. Sales of the Operating Partnerships assets may,
and discharge of indebtedness income resulting from the anticipated nonpayment of certain of the Operating Partnerships debts will, result in the allocation of ordinary income and/or capital gain to Unitholders in 2002 or later years without
receipt of a cash distribution from which to pay any tax liability. Due to income characterization differences, timing considerations and other potential factors, a Unitholders tax liability attributable to such income and/or gain may exceed,
and not be offset by, any tax benefits resulting from any losses attributable to the Unitholders allocable share of operating results of the Operating Partnership or the Unitholders subsequent disposition or write-off of the Company
units. The actual tax impact to a Unitholder is dependent on the Unitholders overall tax circumstance. Unitholders should consult with their personal tax advisors regarding the federal, state, local and/or foreign tax consequences of
purchasing, holding or disposing of units.





Under the Companys Amended and Restated Agreement of Limited
Partnership, the Company is to dissolve and wind up its affairs upon, among other events, the bankruptcy of the General Partner or the sale of all or substantially all of the assets and properties of the Operating Partnership. Following confirmation
of the joint plan of liquidation, which is presently expected to occur during the first quarter of 2003, the Partnership intends to file a certificate of cancellation with the Delaware Secretary of State terminating the Partnerships existence
as a Delaware limited partnership. Thereafter, transfers of units would no longer be permitted. At that time, the Partnership also intends to file a certificate on Form 15 with the Securities and Exchange Commission (SEC) terminating
registration of its common units and suspending the Partnerships duty to file further reports with the SEC.




22




---

As explained above, no liquidating distribution will be made to Unitholders under the Amended Joint Plan or upon the dissolution and termination
of the Company.








DIP financings





The Primary DIP Facility, which received final Approval of the Bankruptcy Court on July 11, 2001, provided the Operating Partnership with
a revolving line of credit in an aggregate amount not to exceed $100 million, subject to borrowing base limitations. The Primary DIP Facility was subsequently paid in full on April 18, 2002, after the sale of the Illiopolis, Illinois facility.





Because the Primary DIP Facility was insufficient to finance the Operating Partnerships working capital
needs during the period required to obtain confirmation of a plan of reorganization for the Debtors, the Operating Partnership approached a number of institutional lenders to assess their interest in extending additional credit to the Debtors. None
of these lenders were willing to provide credit on terms acceptable to the Operating Partnership. The Operating Partnership requested its general partner, BCPM, to provide a secondary DIP facility to it. On October 31, 2001, the Debtors filed an
initial motion with the Bankruptcy Court seeking an interim order to obtain additional, secondary postpetition financing (the Secondary DIP Facility) from BCPM. The terms of the proposed Secondary DIP Facility were negotiated, on the one
hand, by management of the Operating Partnership and the Debtors legal counsel and, on the other hand, by officers of BCPM and BCPMs legal counsel, with the approval of the Independent Committee of the Board of Directors of BCPM which is
comprised of three outside directors who are not employees of the Operating Partnership, BCPM or Borden. The negotiations included efforts to obtain the support of the lenders under the Primary DIP Facility and the Official Committee of Unsecured
Creditors appointed in the Operating Partnership Chapter 11 case. The Creditors Committee filed an objection to the initial motion on November 6, 2001.





Further negotiations between the Operating Partnership and BCPM occurred, and the parties agreed to revisions to the terms of the proposed Secondary DIP Facility. The Debtors sought interim approval of
the revised Secondary DIP Facility. Subject to the terms and conditions of the Secondary DIP Facility, BCPM agreed to makes loans to the Operating Partnership through March 31, 2002, in an aggregate amount not to exceed $10 million for working
capital, other general corporate purposes and to make payments on the Primary DIP Facility. The BCPM loans are unsecured, bear interest at the Alternate Base Rate specified in the Primary DIP Facility (alternative base rate plus 1.25%) plus 2.75%
and were originally scheduled to mature on March 31, 2002. The Creditors Committee also objected to the revised Secondary DIP Facility. After a hearing, the Bankruptcy Court entered an order on December 20, 2001, granting interim approval to $5
million in loans under the Secondary DIP Facility.





On March 22, 2002, BCPM, the General Partner of the Company
and the Operating Partnership, filed a voluntary petition under Chapter 11 of the Bankruptcy Code. As of the date of the filing, BCPM had cash of approximately $26 million, a claim of approximately $4 million against the Operating Partnership for
repayment of borrowings under the Secondary DIP Facility, and claims of approximately $7.8 million against the Operating Partnership for unreimbursed expenses of the Company and the Operating Partnership paid by BCPM, the payment of which is subject
to the approval of the Bankruptcy Court.





On March 22, 2002, BCPM filed a motion in the General Partner Bankruptcy
requesting authority to extend the maturity date of the Secondary DIP Facility and approval of the second $5 million of lending authority under the Secondary DIP Facility. This motion was approved by the Bankruptcy Court on March 27, 2002.
Subsequently, BCPM filed a further motion seeking authority to lend the Operating Partnership up to $6 million (with sub-limits on the use of funds to pay ordinary costs of administration




23




---

and severance) after expiration of the Secondary DIP Facility on April 30, 2002. The Bankruptcy Court entered a bridge order on
April 24, 2002, authorizing such lending until May 23, 2002. The court extended the bridge order through June 30, 2002 in the amount of $4.5 million, based on cash flow needs of the Operating Partnership. The Secondary DIP Facility has
total availability of $5.5 million and matures January 31, 2003. There can, however, be no assurance that BCPM will be authorized by the Bankruptcy Court to make further loans to the Operating Partnership or that the Operating Partnership will be
authorized by the Bankruptcy Court to make further borrowings from BCPM.








ITEM
3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Interest Rate Risk





The Secondary DIP Facility provides up to $7.5 million under a revolving credit agreement with BCPM. Interest
on borrowings under the revolving credit facility were determined, at the Operating Partnerships option, at the Alternate Base Rate plus 2.75%. At September 30, 2002, borrowings under the facility were $3.0 million.








Commodity Risk





The Partnership generally does not use derivatives or other financial instruments such as futures contracts to manage commodity market risk. The Partnership entered into a
fifteen-year supply agreement (commencing in 1997) to provide a long-term supply of ethylene, a raw material, and minimize price volatility. The purchase price for the product varied with the suppliers raw material and variable costs, which
were market-driven, as well as its fixed costs. The Partnership subsequently sold this contract.








ITEM 4.    CONTROLS AND PROCEDURES





(a)  Evaluation of
disclosure controls and procedures. The registrants principal executive officer and principal financial officer have concluded that the necessary disclosure controls and procedures, (as defined in Sections 240.13a-14(c) and 240.15d-14(c)) were
adequate and effective to ensure that the information required to be disclosed by the registrant in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the registrants management,
including the principal executive officer and principal financial officer, to allow decisions regarding required disclosure; however, due to the bankruptcy of the registrants operating subsidiary and the registrants general partner and
other factors, the registrant has not been able to file timely its quarterly and annual reports since the first quarter of 2001.





(b)  Changes in internal controls. During the 90 day period prior to the filing date of this quarterly report, there were no significant changes in the Companys internal controls or in other factors that could
significantly affect these controls.




24




---




PART II.    OTHER INFORMATION





ITEM 1.    LEGAL PROCEEDINGS





The following is a description of legal proceedings involving the Operating Partnership and BCPM.








Federal Environmental Enforcement Proceeding





On March 11, 1998, the Operating Partnership and the DOJ signed a Consent Decree to resolve the enforcement action brought by the U.S. Department of Justice against the Operating Partnership in October 1994. In June 1998, the U.S.
District Court for the Middle District of Louisiana entered the Consent Decree which settled and resolved the enforcement proceeding. The Consent Decree provided for a specific and detailed program of groundwater and other remediation at the Geismar
facility. See Borden Environmental Indemnity below.





In April 1996 and November 1997, adjoining
landowners filed separate tort actions in state court asserting personal injury and property value diminution as a result of releases of hazardous materials from the Geismar complex. The Operating Partnership has reached a tentative settlement with
the adjoining landowners in the amount of $0.6 million. The litigation has been stayed due to the bankruptcy proceedings,





Because of the complex nature of environmental insurance coverage and the rapidly developing case law concerning such coverage, no assurance can be given concerning the extent to which insurance may cover environmental claims against
the Operating Partnership.








Borden Environmental Indemnity





Under the Environmental Indemnity Agreement dated as of November 30, 1987 (the EIA), Borden
agreed, subject to certain conditions, to indemnify the Operating Partnership in respect of environmental liabilities arising from events or violations which occurred or existed prior to November 30, 1987, the date of the initial sale of the Geismar
and Illiopolis plants to the Operating Partnership (the Transfer Date). The Operating Partnership is responsible for certain environmental liabilities which arose after the Transfer Date. With respect to environmental liabilities that
may arise from events or violations that occurred or existed both prior to and after the Transfer Date, Borden and the Operating Partnership will share liabilities on an equitable basis considering all of the facts and circumstances including, but
not limited to, the relative contribution of each to the matter and the amount of time each has operated the asset in question (to the extent relevant). No claims can be made under the EIA for liabilities incurred after November 30, 2002.





BCPM, the Operating Partnership and Borden have agreed among themselves, and with the U.S. Department of Justice
and Louisiana Department of Environmental Quality, to allocate responsibility for all environmental obligations related to the Geismar facility, including the Consent Decree, applicable federal and state environmental regulation, and permitting
matters. On October 22, 2002, the Bankruptcy Court approved a series of agreements in both the Operating Partnership and BCPM bankruptcy cases, including a Settlement Agreement resolving a proof of claim, which was based on enforcement of the
Consent Decree, filed by the United States. Under the settlement, Borden is responsible for investigation and remediation of the Geismar site as required by the Consent Decree, for the continued operation of the Geismar waste water treatment plant,
and for various other remedial measures which may become necessary at the site; and the Operating Partnership is responsible for certain supplemental environmental projects, closure and decommissioning obligations, all of which have already been
completed. These agreements, and the allocation of environmental obligations thereunder, also replace and supercede in its entirety the EIA between the Operating Partnership and Borden described in the preceding paragraph.








Operating Partnership Chapter 11





The Debtors commenced the Operating Partnership Chapter 11 on April 3, 2001.




25




---

Additional information relating to the Operating Partnership Chapter 11 is set forth in the notes to the financial statements at Part I, Item 1
of this Form 10-Q. Such information is incorporated herein by reference. Unsecured claims may be satisfied at less than 100% of their face value. It is impossible at this time to predict the actual recovery, if any, to which creditors of the
Operating Partnership may be entitled. For information regarding the equity interests in the Company held by Unitholders, see Part I, Item 2 of this Form 10-K under the caption Impact of Bankruptcy Proceeding on Unitholders.








General Partner Bankruptcy





BCPM commenced the General Partner Bankruptcy on March 22, 2002. Additional information relating to the General Partner Bankruptcy is set
forth in the financial statements at Part I, Item 1 of this Form 10-Q. Such information is incorporated herein by reference.








Other Legal Proceedings





The
Operating Partnership previously manufactured, distributed and used many different chemicals in its business. As a result of its chemical operations, the Operating Partnership is subject to various lawsuits in the ordinary course of business which
seek compensation for physical injury, pain and suffering, costs of medical monitoring, property damage and other alleged harm.





In addition, the Operating Partnership is subject to various other legal proceedings and claims which arose in the ordinary course of business. The management of the Operating Partnership believes, based upon the information it
presently possesses, that the realistic range of liability to the Operating Partnership of these other matters, taking into account the Operating Partnerships insurance coverage, including its risk retention program, and the Indemnity
Agreement with Borden, would not have a material adverse effect on the financial position or results of operations of the Operating Partnership. Many of the claims that are asserted in these other legal proceedings are subject to the automatic stay
provided in the Bankruptcy Code and may eventually be resolved as part of the Operating Partnership Chapter 11.








ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS





Not applicable.








ITEM 3.    DEFAULTS ON SENIOR SECURITIES





Not applicable.








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





Not Applicable.








ITEM 5.    OTHER INFORMATION





Not Applicable.








ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K





(a)  Exhibits





99.1

Certification of Chief Executive Officer pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Action of 2002.99.2

Certification of Chief Financial Officer pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Action of 2002.




26




---

SIGNATURE





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.








BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP By BCP Management, Inc., its General PartnerBy:

/S/    ROBERT R. WHITLOW, JR.Robert R. Whitlow, Jr.Chief Financial Officer and Treasurer








December 18, 2002




27




---

CERTIFICATIONS





I, Mark J. Schneider, certify that:





1.    I
have reviewed this quarterly report on Form 10-Q of Borden Chemicals and Plastics Limited Partnership;





2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this quarterly report;





3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the period presented in this quarterly report;





4.    The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:





| | (a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




5.    The registrants other certifying officers and
I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):





| | (a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




6.    The registrants other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.








Date: December 18, 2002

/S/    MARK J. SCHNEIDERMark J. SchneiderPresident and Chief Executive Officer




28




---

I, Robert R. Whitlow, Jr., certify that:





1.    I have reviewed this quarterly report on Form 10-Q of Borden Chemicals and Plastics Limited Partnership;





2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;





3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this quarterly report;





4.    The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:





| | (a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




5.    The registrants other certifying officers and
I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):





| | (a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




6.    The registrants other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.








Date: December 18, 2002

/S/    ROBERT R. WHITLOW, JR.Robert R. Whitlow, Jr.Chief Financial Officer and Treasurer







29