Exhibit 99.2 ------------ FOURTH QUARTER 2001 ANALYST CONFERENCE CALL JANUARY 31, 2002 Millennium Chemicals Logo Connect to a world of solutions FOURTH QUARTER AND FULL YEAR 2001 RESULTS AND OUTLOOK January 31, 2002 Introduction - Good afternoon and thank you for participating in Millennium Chemicals analyst conference call and welcome to those participants on the Internet. Today we will cover results for the fourth quarter and our outlook. Speakers include Bill Landuyt, Chairman and CEO; Jack Lushefski, our SVP and Chief Financial Officer; and myself, Mickey Foster, VP of Corporate and Investor Relations. As we announced in the invitation to this conference call, you can view the slides and listen to our presentation live by accessing our website (www.millenniumchem.com) and clicking on the Investor Relations icon. The slides available to our Internet participants are meant as an enhancement tool and they contain information which is either in our press release or which we will discuss during this presentation. Here are two instructions for our Internet participants: First, in addition to asking questions on the conference call as you have traditionally done, you can ask questions by clicking on the "send question" button located on the left hand portion of your screen and we will respond to them live during the Q&A portion of this conference call. Second, the slides will automatically move forward during the presentation on your screen. DISCLAIMER - ------------------------------------------------------------------------------- The statements made on this conference call relating to matters that are not historical facts, are forward looking statements. Our forward-looking statements are present expectations and actual events and results may differ materially due to the impact of factors such as industry cyclicality, general economic conditions, production capacity, competitive products and prices and other risks and uncertainties detailed in the Company's SEC filings. Please note we disclaim any obligation to update our forward-looking statements. Connect to a world of solutions Before we start, our lawyers asked me to preface with our safe harbor legal statement: The statements made on this conference call relating to matters that are not historical facts, are forward looking statements. Our forward-looking statements are present expectations and actual events and results may differ materially due to the impact of factors such as industry cyclicality, general economic conditions, production capacity, competitive products and prices and other risks and uncertainties detailed in the Company's SEC filings. Please note we disclaim any obligation to update our forward-looking statements. Bill will begin with some opening remarks, and Jack will then cover the financials. Next, I will cover TiO2, acetyls, specialty chemicals and Equistar. Then we will be glad to answer questions. Bill.... 2 - -------------------------------------------------------------------------------- William M. Landuyt Chairman & CEO WELL POSITIONED FOR RECOVERY - -------------------------------------------------------------------------------- o Reorganized in 2001 - Operational Excellence - Growth and Development - Shared Services o Aggressively managed balance sheet - net debt declined - working capital reduced o Cut costs - idled high-cost sulfate plant and drove manufacturing costs down - reduced S,D & A Connect to a world of solutions Thanks Mickey. Let's start out with the tough news. We began the year trying to cope with extremely high-energy costs, which only began to moderate in the early summer. Pricing for our products and those of Equistar, our 29.5%-owned partnership interest fell dramatically in the second half of the year. The net result was that our wholly owned businesses basically broke even after interest last year. Accounting for our share of Equistar's loss for the year drove us into a loss position before tax. Given these business conditions, and as I mentioned last year around this time, we have focused internally on the necessity for Millennium to direct resources into existing and newer businesses where the competitive pressure is reduced by product and service differentiation to allow substantially improved margins. Achievement of that goal requires obtaining operational excellence and cash flow from our current high-volume chemical businesses to support our growth objectives in high growth, high margin businesses. To accomplish all this, in March of last year Millennium instituted the most significant changes to our organization in the history of our company. First, we reorganized our businesses from separate divisions into one single company to facilitate lower costs and best practice sharing by removing overlapping functions and centralizing overall responsibility for most critical business functions. Second, we introduced an organizational structure designed to support our focus on a two-pronged strategy to create differential value-creation. These included the continuation of efficiency improvements through establishment of an ongoing Operational Excellence Business Team to optimize cash flow and maximize EVA from our more mature businesses; and the formation of a Growth and Development Group to drive our current and prospective new business opportunities forward. We then established a Shared Services group to support both the Operational Excellence and Growth & Development businesses, applying best practices and learnings in a cost-effective way throughout Millennium's global operations. This has resulted in the creation of a much leaner organization to face the current economic downturn and better prepare us for a positive step change in profitability when markets eventually recover. Part of this effort involved an aggressive focus on cost-cutting initiatives, both manufacturing and S,D and A. I am extremely pleased at the progress we have made in these areas. The women and men of Millennium came through in a big way in 2001. As Jack will discuss later, our spending on capital was sharply controlled as we recognized the depth of the decline in our industry. We spent about $97 million, $10 million less than last year. We did continue to fund important safety, 3 - -------------------------------------------------------------------------------- environmental and cost-reduction projects. In fact, Millennium's safety performance set a company record, with a total recordable incident rate of .76, which would rank us among the best 10% of chemical companies our size. TITANIUM DIOXIDE Global Indexed Manufacturing Costs - ---------------------------------- 1Q01 2Q01 3Q01 4Q01 US$/MT 100 97 93 92 Connect to a world of solutions Using the TiO2 business as a proxy, despite the cost penalty of operating at reduced rates for much of this year to better match production with lower-than-expected demand, our quarterly trend on manufacturing cost per metric ton illustrates the progress we've made to improve our competitive cost position. SD&A COSTS - ------------------------------------------- $mn 1Q 2Q 3Q 4Q01 YTD 2000 46 50 57 47 200 2001 43 35 35 33 146 Connect to a world of solutions We have also made the necessary and significant cutbacks in Selling, Development and Administrative costs required for being competitive compared to our peers. As this slide illustrates, aggressive action has reduced our spending rate on overhead costs to about $140 million a year. This meant we spent an impressive $54 million less last year than we did in 2000, before our internal reorganization. This is concrete evidence that the entire organization, manufacturing, commercial, administrative and shared services have recognized where we need to be and accepted the sacrifices that entails in order to achieve our Vision as one company, determined to achieve a common goal. I'll now hand it over to Jack to walk you through the financial results in more detail. 4 - -------------------------------------------------------------------------------- JACK LUSHEFSKI Sr. Vice President & CFO Thanks Bill. I would now like to review some details of Millennium's reported results for the fourth quarter and our financial position at the end of December 2001. PRO FORMA EBITDA - -------------------------------------------------------------------------------- $mn 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 Titanium Dioxide 60 55 60 50 40 42 28 Acetyls 14 19 25 2 10 4 (4) Specialties 8 7 5 6 6 5 3 Equistar 77 53 4 19 27 12 10 Connect to a world of solutions Millennium reported consolidated pro forma EBITDA OF $37 million for the fourth quarter of 2001 which was $57 million less than the $94 million reported for the fourth quarter of 2000 and $26 million less than reported for the third quarter of 2001. EBITDA was lower than fourth quarter levels last year for all business segments. Comparisons of fourth quarter 2001 EBITDA to third quarter 2001 levels were also unfavorable. Mickey will discuss individual business unit performance when I complete my comments. FINANCIAL SUMMARY - -------------------------------------------------------------------------------- $mn, except EPS Q4 YTD 2001 2000 2001 2000 EBITDA 27 90 192 326 DDA (27) (30) (110) (113) Operating income -- 60 82 213 Interest (22) (21) (82) (77) Equistar (29) (34) (84) 39 Other/minority interest (1) (1) (3) 7 Pre-tax (loss) income (52) 4 (87) 182 Tax 18 10 30 (60) Net (loss) income (34) 14 (57) 122 Normalized EPS (.53) .22 (.90) 1.90 Connect to a world of solutions Moving to Millennium's financial summary for the fourth quarter . . . the Financial Summary slide provides a summary P/L to arrive at normalized earnings. - - Operating income was breakeven, down considerably from the fourth quarter of last year when $60 million was earned. - - Fourth quarter net interest expense was $22 million, up by only $1 million from last year reflecting the higher interest rates on our bonds sold mid-year 2001 as part of our bank credit facility refinancing. Average net debt levels during the quarter were very similar to average net debt levels during the fourth quarter last year. - - Equistar's operations, on an after interest basis, generated a loss of $29 million for Millennium in the fourth quarter of 2001, compared to a loss of $34 million in the fourth quarter of 2000. - - The net loss for the quarter was $34 million or 53 cents per share versus net income of $14 million or 22 cents per share for the fourth quarter last year. - - The net loss for the quarter excludes $42 million of reported income related to a one-time adjustment of prior year income tax accruals. - - The normalized net loss year-to-date is $57 million or 90 cents per share compared to a profit of $122 million or $1.90 per share earned in 2000. The 2001 year-to-date figure excludes our fourth quarter income tax adjustment and reorganization and plant closure charges taken earlier this year and separately identified on Table I of our press release. 5 - -------------------------------------------------------------------------------- NET INCOME AND EPS - -------------------------------------------------------------------------------- $mn, except EPS Q4 2001 Net (loss) Net (loss) Income EPS Income EPS Reported 8 0.13 (43) (0.68) Tax accrual adjustment (42) (0.66) (42) (0.66) Reorganization & plant closure charges -- -- 24 0.37 Equistar plant closure -- -- 4 0.07 Net loss/EPS (34) (0.53) (57) (0.90) Connect to a world of solutions Moving to slide 8 . . . this slide provides a reconciliation from reported net income or loss to the normalized figures I provided and discussed on slide 7. You can see that our income tax adjustment was the only unusual item in the fourth quarter. For the year we had that unusual item as well as reorganization and plant closure charges taken during the first half of 2001 as part of our cost reduction efforts. NET DEBT - -------------------------------------------------------------------------------- $mn Variance 12/01 9/01 12/00 Q4 Yr Debt 1,187 1,192 1,197 Less cash 114 81 107 Net debt 1,073 1,111 1,090 (38) (17) Equity 878 870 983 Debt/total capital 55.0% 56.1% 52.6% Connect to a world of solutions Let's move to a discussion of our balance sheet and cash flow. Net debt at the end of the year as shown on Slide 9 is $1.07 billion, a balance that is $38 million lower than our net debt balance at beginning of the quarter, and $17 million lower than net debt at the end of last year. Equity has been reduced during the year due to our net loss and unfavorable foreign asset currency translation rates. Our net debt-to-total capital percentage is 55% at the end of the year, up about 2 percentage points from the end of 2000, but down by about 1% from the end of September. DEBT STATISTICS - -------------------------------------------------------------------------------- $mn, except ratios YTD 2001 2000 EBITDA 192 326 Net interest 82 77 Coverage 2.3x 4.2x Leverage 5.6x 3.3x Connect to a world of solutions EBITDA to net interest coverage for the trailing twelve months to December was 2.3 times and our net-debt to EBITDA leverage ratio was 5.6 times. These figures exclude our share of EBITDA and net interest at Equistar. Although trailing twelvemonth interest is up by $5 million from 2000, trailing twelve month EBITDA has declined considerably from 2000 due to unfavorable business conditions. CASH FLOW - -------------------------------------------------------------------------------- $mn Q4 YTD EBITDA 27 192 Interest and taxes (36) (85) Capital spending (12) (97) Trade working capital 72 137 Reorganization and refinancing costs (7) (31) Dividends (9) (35) Other 3 (64) Decrease in net debt 38 17 Connect to a world of solutions Turning to our cash flow summary on slide 11 . . . Cash used for capital spending declined from higher spending rates earlier in the year as we continue to defer all but the most critical or short payback discretionary projects. - - Trade working capital, defined as accounts receivable plus inventories less accounts payable, was reduced during the quarter and provided a 6 - -------------------------------------------------------------------------------- source of $72 million in cash. We paid $7 million during the quarter for reorganization and closure costs. - - We did not receive a distribution from Equistar during the quarter and net debt decreased by $38 million. Distributions from Equistar are not expected in 2002. - - Capital spending is expected to approximate $60-70 million for 2002, lower than depreciation and amortization which should be about $95 million. In closing . . . With this challenging business environment persisting, our organization is focusing on reducing discretionary cash outlays and reducing the capital employed in our businesses. We have made significant progress. Working capital has been reduced during the quarter and the year. Our rate of spending on capex has declined significantly. All of these intense efforts will continue and are part of our business plan in 2002. Now, I'll turn it over to Mickey who will discuss some details about performance in our business segments and at Equistar. 7 - -------------------------------------------------------------------------------- Mickey Foster Vice President Corporate & Investor Relations Thanks Jack. TITANIUM DIOXIDE EBITDA - -------------------------------------------------------------------------------- $mn 1Q00 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 53 61 55 60 50 40 42 28 Connect to a world of solutions The Titanium Dioxide (TiO2) segment reported fourth quarter EBITDA of $28 million compared to $60 million in the fourth quarter last year and $42 million in the third quarter of 2001. EBITDA declined due to lower prices and lower sales volumes as a result of weak global demand and seasonality. TITANIUM DIOXIDE Global Indexed US $ Average Price - -------------------------------------------------------------------------------- 1Q98 2Q98 3Q98 4Q98 1Q99 2Q99 3Q99 4Q99 1Q00 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 US$/MT 100 103 108 110 107 105 104 102 104 103 104 102 104 99 96 93 Connect to a world of solutions In local currencies, average fourth quarter prices were down 7 percent from last year's fourth quarter, and down 3 percent from the third quarter of 2001. In U.S. dollar terms, the worldwide average fourth quarter price was down 9 percent from the same quarter last year and down 3 percent from the third quarter of 2001. This decline was due primarily to competitive pricing pressure. TITANIUM DIOXIDE Price Increases Announced - -------------------------------------------------------------------------------- Effective March 1, 2002 US $0.05/lb Canada $0.10/lb Europe, Middle East & Africa Euro 150/mt Australia A$150/mt Latin America $100/mt Brazil $50/mt Connect to a world of solutions Margin levels are now unacceptably poor as TiO2 prices have fallen precipitously over the past year. Yesterday, Millennium announced worldwide TiO2 price increases ranging from 5 to 8 percent effective March 1, 2002 to begin restoring margins. TITANIUM DIOXIDE Sales Volume - -------------------------------------------------------------------------------- 1Q00 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 157 174 172 156 155 150 150 131 Connect to a world of solutions Fourth quarter TiO2 sales volume of 131,000 metric tons was down 16 percent from the fourth quarter last year and down 13 percent from the third quarter of 2001. Annual 2001 sales volumes of 586,000 metric tons were down 11 percent from 2000. Weak global economic conditions and customers' desire to minimize year-end inventory led to lower sales volumes. 8 - -------------------------------------------------------------------------------- TITANIUM DIOXIDE Average Global Operating Rate - -------------------------------------------------------------------------------- 1Q00 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 95.7 91.2 98 89 88 85 86 82 Connect to a world of solutions The fourth quarter's TiO2 operating rate of 82 percent on current annual nameplate capacity of 690,000 metric tons was down from 86 percent in the third quarter and 89 percent in last year's fourth quarter. Millennium is currently restricting production rates to match demand and manage inventory levels. TITANIUM DIOXIDE Outlook - -------------------------------------------------------------------------------- o Market conditions remain very competitive o Price increases announced January 30, 2002 o Volumes starting off weaker than last year Connect to a world of solutions Market conditions in TiO2 remain very competitive in this weak economic environment. Global TiO2 prices at the start of this year were lower than the fourth quarter average, but price increases were announced yesterday. Sales volume have begun the year weaker than last year. Millennium will continue to throttleback its plants to match market demand with supply. ACETYLS Fourth Quarter Highlights - -------------------------------------------------------------------------------- o EBITDA loss ($4) million o Fixed natural gas positions added $8 million to costs o Pricing trends 4Q01 vs 4Q00 4Q01 vs 3Q01 - VAM (23)% (9)% - Acetic acid (17)% (9)% Connect to a world of solutions The Acetyls segment reported a fourth quarter EBITDA loss of ($4) million compared to earnings of $25 million in the fourth quarter last year and $4 million in the third quarter of 2001. The fourth quarter results were negatively impacted by $8 million due to unfavorable fixed-price natural gas purchase positions, which were entered into in the first quarter of 2001. VAM prices in the fourth quarter decreased 23 percent from prices in the fourth quarter of last year and decreased 9 percent from the third quarter of 2001. Acetic acid prices in the fourth quarter decreased 17 percent from the comparable period last year and were down 9 percent from the third quarter of 2001. ACETYLS Outlook - -------------------------------------------------------------------------------- o Overall demand for VAM and acetic acid continues to be weak due to general global economic slowdown and customer inventory reductions o Low natural gas and ethylene prices, as well as weak demand, keeping downward price pressure in acetic acid and VAM o Unfavorable natural gas hedges continue to adversely affect margins through March 2002 o 1Q02 earnings expected to be similar to 4Q01 Connect to a world of solutions Overall demand for VAM and acetic acid continues to be weak due to general global economic slowdown and customer inventory reductions. Low natural gas and 9 - -------------------------------------------------------------------------------- ethylene prices, as well as weak demand, keeping downward price pressure in acetic acid and VAM. Unfavorable natural gas hedges continue to adversely affect margins through March 2002. First quarter 2002 earnings are expected to be similar to the fourth quarter 2001 results. SPECIALTY CHEMICALS Fourth Quarter Highlights - -------------------------------------------------------------------------------- o EBITDA $3 million o Sales volumes down 16% from 4Q00 and down 12% from 3Q01 o Average selling prices flat with 4Q00 and 3Q01 o CST costs remain stable Connect to a world of solutions The Specialty Chemicals segment reported fourth quarter EBITDA of $3 million compared to $5 million in the fourth quarter last year and $5 million in third quarter of 2001. Sales volumes were down 16 percent from last year's fourth quarter and down 12 percent from third quarter of 2001. Average selling prices were flat with last year's fourth quarter and the third quarter of 2001. The base price of crude sulfate turpentine, the key raw material, remained virtually unchanged from last year's fourth quarter and the third quarter of 2001. SPECIALTY CHEMICALS Outlook - -------------------------------------------------------------------------------- o Fragrance chemicals remain competitive o Consumer goods manufacturers remain under pressure to lower prices due to deteriorated demand o Difficult market climate conditions continue Connect to a world of solutions The market for fragrance chemicals remains competitive and volumes have been negatively affected by the weak global economy. Consumer goods manufacturers remain under pressure to lower prices due to deteriorated demand. We expect this difficult market climate to continue in the first quarter of 2002. EQUISTAR Fourth Quarter Highlights - -------------------------------------------------------------------------------- o Post-interest equity loss of ($29) million o Pricing - ethylene price down 13% from 3Q01 - polyethylene price down 10% from 3Q01 o Polyethylene volumes down 6% from 3Q01 o Feedstock costs - heavy liquids down 34% from 3Q01 - NGLs down 15% from 3Q01 Connect to a world of solutions Millennium's 29.5 percent stake in Equistar resulted in a fourth quarter post-interest equity loss of ($29) million compared to ($34) million of equity loss in the fourth quarter last year and a ($26) million equity loss in the third quarter of 2001. Compared to the third quarter 2001, benefits from lower feedstock costs and higher propylene prices were more than offset in the fourth quarter of 2001 by falling product prices and lower sales volumes. Ethylene prices decreased 13 percent in the fourth quarter compared to the third quarter of 2001 according to CMAI. Polyethylene prices in the fourth quarter of 2001 10 - -------------------------------------------------------------------------------- decreased 10 percent compared to the third quarter of 2001 according to ChemData. Equistar's polyethylene volumes decreased 6 percent in the fourth quarter compared to the third quarter of 2001. The cost of ethylene decreased due to lower natural gas liquid costs, lower heavy feedstock costs, and higher coproduct prices. The cost of natural gas liquids based production declined 15 percent in the fourth quarter versus the third quarter of 2001, while heavy liquid feedstocks based production decreased 34 percent according to CMAI. EQUISTAR Outlook - -------------------------------------------------------------------------------- o Petrochemicals demand remains soft o Pricing has reached trough levels o Weak business conditions continued into January o No evidence of solid demand growth in Equistar's markets yet Connect to a world of solutions Petrochemicals demand remains soft and pricing has reached trough levels. Market demand for polyethylene remains poor given uneasiness about the U.S. economy. Weak business conditions for the industry have continued into January, and so far we have seen no evidence of solid demand growth in Equistar's markets that would cause us to expect a dramatic change in the first quarter. Millennium Chemicals Inc. Connect to a world of solutions Thanks, and now Bill would like to take back the floor for a moment before we open it up for questions and answers. Thanks Mickey. Most of you will know that earlier today Lyondell and Occidental, our partners in Equistar, announced that they have agreed in principle on a proposed transaction whereby Oxy would sell its 29.5% equity interest in Equistar to Lyondell. We are reviewing and evaluating the proposed transaction and our rights and alternatives under the Partnership agreement. We have no further comment on this matter at this time. If you were unable to hear the entire call playback will be available until this Friday, February 1, by calling 706-645-9291, reservation #2835613 and you can access the speech and slides on the Internet at http://www.millenniumchem.com. Thanks for listening, and if you have further questions please call.