Filed pursuant to Rule 424(b)(3)
Registration NO. 333-58578
333-58578-01
333-58578-02
333-58578-03
333-58578-04
333-58578-05
333-58578-06
333-58578-07
333-58578-08
333-58578-09
333-58578-10
333-58578-11

[LOGO OF HUNTSMAN APPEARS HERE]
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Huntsman International LLC

Exchange Offer for

(Euro)250,000,000 10 1/8% Senior Subordinated Notes due 2009 and Consent
Solicitation

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This exchange offer and consent solicitation will expire at 5:00 p.m., London
Time, on December 31, 2001, unless extended.

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Terms of the exchange offer:

. We will exchange all outstanding old notes that are validly tendered and
not withdrawn prior to the expiration of the exchange offer.
. You may withdraw tendered old notes at any time prior to the expiration of
the exchange offer.
. The exchange of old notes will not be a taxable exchange for United States
federal income tax purposes.
. The terms of the new notes to be issued are substantially identical to the
terms of the old notes, except for transfer restrictions and registration
rights relating to the old notes.
. We will not receive any proceeds from the exchange offer.
. There is no existing market for the new notes, and we do not intend to
apply for their listing on any securities exchange other than the
Luxembourg Stock Exchange.
. We ask that holders of the old notes consent to amendments to the indenture
governing the old notes, as described in this prospectus.
See the "Description of Notes" section on page 108 for more information about
the new notes to be issued in this exchange offer.

This investment involves risks. See the section entitled "Risk Factors" that
begins on page 14 for a discussion of the risks that you should consider prior
to tendering your old notes for exchange.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or the accuracy of this prospectus. Any representation to the
contrary is a criminal offense.

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Prospectus dated November 29, 2001.

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA ................................................ i
WHERE YOU CAN FIND MORE INFORMATION...................................... i
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS................... i
PROSPECTUS SUMMARY....................................................... 1
RISK FACTORS............................................................. 14
THE EXCHANGE OFFER....................................................... 26
THE CONSENT SOLICITATION................................................. 35
THE TRANSACTIONS......................................................... 37
USE OF PROCEEDS.......................................................... 43
CAPITALIZATION........................................................... 43
UNAUDITED PRO FORMA FINANCIAL DATA....................................... 44
SELECTED HISTORICAL FINANCIAL DATA....................................... 47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS........................................................... 49
BUSINESS................................................................. 65
MANAGEMENT............................................................... 92
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........... 98
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................... 99
OTHER INDEBTEDNESS....................................................... 104
DESCRIPTION OF NOTES .................................................... 108
PLAN OF DISTRIBUTION..................................................... 156
CERTAIN U.S. FEDERAL TAX CONSEQUENCES ................................... 157
LEGAL MATTERS............................................................ 157
EXPERTS.................................................................. 157
GENERAL LISTING INFORMATION ............................................. 158
INDEX TO FINANCIAL STATEMENTS............................................ F-1

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Our principal executive offices, and the principal executive offices of the
guarantors of the new notes, are located at 500 Huntsman Way, Salt Lake City,
Utah 84108, and our telephone number is (801) 584-5700.

MARKET AND INDUSTRY DATA

Market data used throughout this prospectus was obtained from internal
company surveys and industry surveys and publications. These industry surveys
and publications generally state that the information contained therein has
been obtained from sources believed to be reliable. Results of internal company
surveys contained in this prospectus, while believed to be reliable, have not
been verified by any independent sources. References in this prospectus to our
market position and to industry trends are based on information supplied by
Chem Systems, an international consulting and research firm, and International
Business Management Associates, an industry research and consulting firm. We
have not independently verified such market data.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. In accordance with the Exchange
Act, we file periodic reports, registration statements and other information
with the Securities and Exchange Commission, or the SEC. You may read and copy
our reports, registration statements and other information we file with the SEC
at the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on the public reference rooms. In addition, reports and other
filings are available to the public on the SEC's web site at
http://www.sec.gov.

We have filed with the SEC, a registration statement on Form S-4 under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
new notes offered in this prospectus. This prospectus, which forms part of the
registration statement, does not contain all of the information that is
included in the registration statement. You will find additional information
about our company and the new notes in the registration statement. Any
statements made in this prospectus concerning the provisions of legal documents
are not necessarily complete and you should read the documents that are filed
as exhibits to the registration statement or otherwise filed with the SEC for a
more complete understanding of the document or matter.

If for any reason we are not subject to the reporting requirements of the
Exchange Act in the future, we will still be required under the indenture
governing the new notes to furnish the holders of the new notes with certain
financial and reporting information. See "Description of Notes--Covenants--
Reports" for a description of the information we are required to provide.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus are forward-looking in
nature. In some cases, you can identify forward-looking statements by
terminology such as "believes", "expects", "may", "will", "should", or
"anticipates" or the negative of such terms or other comparable terminology, or
by discussions of strategy. You are cautioned that our business and operations
are subject to a variety of risks and uncertainties and, consequently, our
actual results may materially differ from those projected by any forward-
looking statements. Some of those risks and uncertainties are discussed below
under "Risk Factors". We make no commitment to revise or update any forward-
looking statements in order to reflect events or circumstances after the date
any such statement is made.

PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus
and may not contain all the information that is important to you. This
prospectus includes the basic terms of the new notes we are offering, as well
as information regarding our business and detailed financial information. You
should carefully read this entire document.

The Exchange Offer

Securities Offered........ (Euro)250,000,000 aggregate principal amount of new
10 1/8% Senior Subordinated Notes due 2009, all of
which have been registered under the Securities Act
(the "new notes"). The terms of the new notes
offered in the exchange offer are substantially
identical to those of the old notes, except that
certain transfer restrictions, registration rights
and liquidated damages provisions relating to the
old notes do not apply to the new registered notes.

The Exchange Offer........ We are offering to issue registered notes in
exchange for a like principal amount and like
denomination of our old notes. The term "old
notes", as used in this prospectus, includes
(Euro)250 million in aggregate principal amount of
10 1/8% Senior Subordinated Notes due 2009, of
which, pursuant to two private placements that were
exempt from the registration requirements of the
Securities Act, (a) (Euro)200 million in aggregate
principal amount were issued on March 13, 2001 (the
"March 13th Offering") and (b) (Euro)50 million in
aggregate principal amount were issued on May 1,
2001 (the "May 1st Offering"). We are offering to
issue these registered notes to satisfy our
obligations under two separate exchange and
registration rights agreements that we entered into
with the initial purchasers of the old notes when
we sold them in the March 13th Offering and the May
1st Offering, both of which have substantially
identical terms (each a "Registration Rights
Agreement"). You may tender your old notes for
exchange by following the procedures described
under the heading "The Exchange Offer".

Tenders; Expiration Date;
Withdrawal............... The exchange offer will expire at 5:00 p.m., London
time, on December 31, 2001, unless we extend it. If
you decide to exchange your old notes for new
notes, you must acknowledge that you are not
engaging in, and do not intend to engage in, a
distribution of the new notes. You may withdraw any
notes that you tender for exchange at any time
prior to December 31, 2001. If we decide for any
reason not to accept any notes you have tendered
for

exchange, those notes will be returned to you
without cost promptly after the expiration or
termination of the exchange offer. See "The
Exchange Offer--Terms of the Exchange Offer" for a
more complete description of the tender and
withdrawal provisions.

Conditions to the
Exchange Offer........... The exchange offer is subject to customary
conditions, some of which we may waive.

U.S. Federal Tax
Consequences............. Your exchange of old notes for new notes in the
exchange offer will not result in any gain or loss
to you for U.S. federal income tax purposes.

Use of Proceeds........... We will not receive any cash proceeds from the
exchange offer.

Exchange Agent............ The Bank of New York

Consequences of Failure
to Exchange.............. Old notes that are not tendered or that are
tendered but not accepted will continue to be
subject to the restrictions on transfer that are
described in the legend on those notes. In general,
you may offer or sell your old notes only if they
are registered under, or offered or sold under an
exemption from, the Securities Act and applicable
state securities laws. We, however, will have no
further obligation to register the old notes. If
you do not participate in the exchange offer, the
liquidity of your notes could be adversely
affected.

Consequences of
Exchanging Your Notes.... Based on interpretations of the staff of the SEC,
we believe that you may offer for resale, resell or
otherwise transfer the new notes that we issue in
the exchange offer without complying with the
registration and prospectus delivery requirements
of the Securities Act if you:

. acquire the new notes issued in the exchange
offer in the ordinary course of your business;

. are not participating, do not intend to
participate, and have no arrangement or
understanding with anyone to participate, in the
distribution of the new notes issued to you in
the exchange offer; and

. are not an "affiliate" of our company as defined
in Rule 405 of the Securities Act.

If any of these conditions are not satisfied and
you transfer any new notes issued to you in the
exchange offer without delivering a proper
prospectus or without qualifying for a registration
exemption, you may incur liability under the
Securities Act. We will not be responsible for or
indemnify you against any liability you may incur.

Any broker-dealer that acquires new notes in the
exchange offer for its own account in exchange for
old notes, which it acquired through market-making
or other trading activities, must acknowledge that
it will deliver a prospectus when it resells or
transfers any new notes. See "Plan of Distribution"
for a description of the prospectus delivery
obligations of broker-dealers in the exchange
offer.

The Consent Solicitation

The Consent
Solicitation............. In addition to this exchange offer, we are
soliciting consents from the holders of the old
notes to amend the indenture relating to the old
notes so that any Additional Notes (as defined in
such indenture) issued pursuant to such indenture
will no longer be required to be issued in minimum
aggregate principal amounts of (Euro)50 million (or
$50 million, in the case of U.S. dollar denominated
notes) per issuance but will be permitted to be
issued by our company and be authenticated and
delivered in any aggregate principal amount per
issuance, not to exceed (Euro)500 million, in the
case of Euro denominated notes, or $500 million,
without duplication, in the case of U.S. dollar
denominated notes, issued under such indenture from
time to time. See "The Consent Solicitation".

Consent Procedure......... We will consider holders of the old notes who
properly tender their old notes for exchange to
have given consent to the amendments to the
indenture described above unless a box on the
letter of transmittal is checked "No".

Revocation of Consent..... You may revoke your consent at any time before this
exchange offer expires by following the procedures
described in this prospectus under the heading "The
Consent Solicitation--Revocation of Consent".

The New Notes

The terms of the new notes and those of the outstanding old notes are
identical in all material respects, except:

(1) the new notes will have been registered under the Securities Act;

(2) the new notes will not contain transfer restrictions and registration
rights that relate to the old notes; and

(3) the new notes will not contain provisions relating to the payment of
liquidated damages to be made to the holders of the old notes under
circumstances related to the timing of the exchange offer.

A brief description of the material terms of the new notes follows:

Issuer.................... Huntsman International LLC.

Notes Offered............. (Euro)250 million aggregate principal amount of 10
1/8% Senior Subordinated Notes due 2009.

Maturity Date............. July 1, 2009.

Interest Payment Dates.... January 1 and July 1 of each year, commencing July
1, 2001.

Guarantors................ The new notes will be guaranteed by some of our
subsidiaries. If we cannot make payments on the new
notes when they are due, then our guarantors are
required to make payments on our behalf.

Optional Redemption....... We may redeem the new notes, in whole or in part,
at our option at any time on or after July 1, 2004,
at the redemption prices listed in "Description of
Notes--Optional Redemption".

In addition, on or before July 1, 2002, we may, at
our option and subject to certain requirements, use
the net proceeds from one or more public equity
offerings to redeem up to 35% of the original
aggregate principal amount of the new notes at
110.125% of their face amount, plus accrued and
unpaid interest. Before July 1, 2004, we may redeem
some or all of the new notes at a redemption price
equal to 100% of their face amount plus a "make
whole" premium. See "Description of Notes--Optional
Redemption".

Sinking Fund.............. None.

Ranking of the new notes.. The new notes are general unsecured obligations of
our company and our guarantors.

The new notes are:

. junior in right of payment to all of our existing
and future senior indebtedness;

. effectively junior in right of payment to all of
our existing and future secured indebtedness to
the extent of the value of the assets securing
such indebtedness and to all of our subsidiaries'
liabilities (including payments on our senior
secured credit facilities and trade payables);

. equal in right of payment to all of our existing
and future senior subordinated indebtedness; and

. senior in right of payment to any of our future
indebtedness that is expressly subordinated to
the new notes.

As of September 30, 2001, the new notes were
subordinated to $1,558 million of indebtedness of
our company and our subsidiaries, which
indebtedness we borrowed under our senior secured
credit facilities. In addition, as of May 1, 2001,
the new notes were equal in right of payment with
(Euro)450 million of our outstanding senior
subordinated notes, which have terms substantially
similar to the new notes offered in this exchange
offer.

Ranking of the Guarantees.. The guarantees are:

. junior in right of payment to all of the existing
and future senior indebtedness of our guarantors;

. effectively junior in right of payment to all of
their existing and future secured indebtedness to
the extent of the value of the assets securing
such indebtedness;

. equal in right of payment to all of the existing
and future senior subordinated indebtedness of
our guarantors; and

. senior in right of payment to all of their future
indebtedness that is expressly subordinated to
the guarantees.

Change of Control......... If we go through a change of control, we must make
an offer to repurchase the new notes at 101% of
their face amount plus accrued and unpaid interest,
if any, to the date of repurchase. See "Description
of Notes--Repurchase at the Option of Holders upon
Change of Control".

Asset Sales............... We may have to use the net proceeds from asset
sales to offer to repurchase the new notes under
certain circumstances at their face amount, plus
accrued and unpaid interest. See "Description of
Notes--Certain Covenants--Limitation on Asset
Sales".

Certain Covenants......... The indenture governing the new notes contains
certain covenants that, among other things, limit
our ability and the ability of certain of our
subsidiaries to:

. incur more debt;

. pay dividends, redeem stock or make other
distributions;

. issue capital stock;

. make certain investments;

. create liens;

. enter into transactions with affiliates;

. enter into sale and leaseback transactions;

. merge or consolidate; and

. transfer or sell assets.

These covenants are subject to a number of
important qualifications and limitations. See
"Description of Notes--Certain Covenants".

Registration Covenant;
Exchange Offer........... We have agreed to consummate the exchange offer
within 45 days after the effective date of our
registration statement. In addition, we have
agreed, in certain circumstances, to file a "shelf
registration statement" that would allow some or
all of the new notes to be offered to the public.

If we fail to fulfill our obligations with respect
to registration of the new notes (a "registration
default"), the annual interest rates on the
affected notes will increase by 0.25% during the
first 90-day period during which the registration
default continues, and will increase by an
additional 0.25% for each subsequent 90-day period
during which the registration default continues, up
to a maximum increase of 1.00% over the interest
rates that would otherwise apply to the new notes.
As soon as we cure a registration default, the
accretion rates on the affected notes will revert
to their original levels.

Upon consummation of the exchange offer, holders of
old notes will no longer have any rights under the
respective Registration Rights Agreement, except to
the extent that we have continuing obligations to
file a shelf-registration statement.

For additional information concerning the above,
see "Description of Notes--Form, Denomination,
Book-Entry Procedures and Transfer--Registration
Covenant; Exchange Offer".

Further Issuances......... Under the indenture, we are entitled to issue
additional notes (including the notes issued
pursuant to the May 1st Offering) in aggregate
principal amounts of not less than (Euro)50 million
per issuance (or $50 million per issuance) and not
to exceed (Euro)500 million in the aggregate (or
$500 million in the aggregate) for such additional
notes. Any issuance of additional notes will be
subject to our compliance with the covenant
described below under "Description of Notes--
Certain Covenants--Limitation on Incurrence of
Additional Indebtedness". All notes will be
substantially identical in all material respects,
other than issuance dates, and will constitute the
same series of notes, including for purposes of
redemption and voting. After the issuance of the
additional notes in the May 1st Offering, we are
entitled to issue additional notes that do not
exceed (Euro)450 million in the aggregate (or $450
million in the aggregate) for such subsequent
additional notes.

Use of Proceeds........... We will not receive any proceeds from the exchange
offer. We used the net proceeds from the sale of
the old notes to fund our acquisition of Albright &
Wilson's European surfactants business and to
reduce borrowings under the revolving facility of
our senior secured credit facilities. See "Use of
Proceeds".

The Company

General

We were formerly named Huntsman ICI Chemicals LLC. We are a global
manufacturer and marketer of specialty and commodity chemicals through our
three principal businesses: specialty chemicals, petrochemicals, and titanium
dioxide. We believe that our company is characterized by low-cost operating
capabilities; a high degree of technological expertise; a diversity of
products, end markets and geographic regions served; significant product
integration; and strong growth prospects.

. Our global specialty chemicals business produces and markets propylene
oxide, which is commonly referred to in the chemicals industry as "PO",
and a complete line of polyurethane chemicals, including methylene
diphenyl diisocyanate, commonly referred to in the chemicals industry as
"MDI"; toluene diisocyanate, commonly referred to in the chemicals
industry as "TDI"; polyols; thermoplastic polyurethane, commonly referred
to in the chemicals industry as "TPU"; ethyleneamines; polyurethane
systems and aniline, with an emphasis on MDI-based products; surfactants
and surfactant intermediates. Our business is one of the market leaders
in MDI and MDI-based polyurethane systems, TPU and ethyleneamines. Our
customers use our polyurethane products in a wide variety of polyurethane
applications, including automotive interiors, refrigeration and appliance
insulation, construction products, footwear, furniture cushioning and
adhesives. Our propylene oxide business is one of three North American
producers of PO. PO is used in a variety of applications, the largest of
which is the production of polyols sold into the polyurethane chemicals
market. Our surfactants and surfactant intermediates are used primarily
in consumer detergents, toiletries, baby shampoos and personal care
products, as well as in a variety of industrial uses.

. Our petrochemicals business produces olefins and aromatics at our
integrated facilities in northern England. Olefins and aromatics are the
key building blocks for the petrochemical industry and are used in
plastics, synthetic fibers, packaging materials and a wide variety of
other applications.

. Our titanium dioxide business, which operates under the trade name
"Tioxide", is one of the market leaders in the production of titanium
dioxide. Titanium dioxide, which is referred to in the chemicals industry
as "TiO\\2\\", is a white pigment used to impart whiteness, brightness
and opacity to products such as paints, plastics, paper, printing inks,
synthetic fibers and ceramics.

Our company, a Delaware limited liability company, was formed in 1999 in
connection with a transaction between our parent, Huntsman International
Holdings LLC, formerly known as Huntsman ICI Holdings LLC, Huntsman Specialty
Chemicals Corporation and Imperial Chemicals Industries plc, which is commonly
referred to as ICI. In connection with the transaction, Huntsman International
Holdings acquired, on June 30, 1999, ICI's polyurethane chemicals, selected
petrochemicals and TiO\\2\\ businesses and Huntsman Specialty's PO business.
Huntsman International Holdings also acquired BP Chemicals Limited's, or BP
Chemicals, 20% ownership interest in the Wilton olefins facility and certain
related assets. Huntsman International Holdings transferred the acquired
businesses to us and to our subsidiaries. Huntsman International Holdings owns
all of our membership interests. Huntsman International Holdings' membership
interests are owned 60% by Huntsman Specialty, 30% by ICI and its affiliates
and 10% by institutional investors.

For the year ended December 31, 2000, we had revenues of $4.5 billion, pro
forma EBITDA of $608 million and pro forma adjusted EBITDA of $624 million. For
the nine months ended September 30, 2001, we had revenues of $3.6 billion, pro
forma EBITDA of $371 million and pro forma adjusted EBIDTA of $378 million. For
the year ended December 31, 2000, our specialty chemicals, petrochemicals and
TiO\\2\\ businesses represented 47%, 31% and 22%, respectively, of revenues.
For the nine months ended September 30, 2001, our specialty chemicals,
petrochemicals and TiO\\2\\ businesses represented 54%, 27% and 19%,
respectively, of revenues. For the definitions of pro forma EBITDA and
pro forma adjusted EBITDA, please see note to our "Summary Historical and
Pro Forma Financial Data".

Recent Developments

Lowering of Corporate Credit Rating

On November 21, 2001, the Standard & Poor's Corporation announced that it
was lowering our corporate credit rating from BB- to B+.

Inability to Make Restricted Payments

Because of the restrictions contained in the indentures governing the
outstanding high-yield notes of Huntsman International Holdings and our senior
subordinated notes, including the new notes, we are presently unable to make
any "restricted payments," including (i) any dividends, distributions or other
payments to holders of our equity interests or (ii) payments to purchase,
redeem or otherwise acquire or retire for value any of our equity interests,
subject to certain exceptions contained in such indentures.

Sale of Equity Interests in Our Parent Company

Pursuant to certain agreements between ICI, Huntsman Specialty, Huntsman
International Holdings and our company, on October 30, 2001, ICI exercised its
put right requiring Huntsman Specialty or its nominee to purchase ICI's 30%
equity stake in Huntsman International Holdings. On November 2, 2001, ICI and
Huntsman Specialty agreed to extend the timetable for the completion of ICI's
put option arrangements under the agreements to allow time for completion of a
new agreement. The negotiations are at an advanced stage and the parties are
negotiating the remaining open issues; however, there can be no assurance that
the parties will reach an agreement. The proposed new agreement would replace
ICI's existing put arrangements and would provide a new arrangement for the
acquisition of ICI's equity stake in Huntsman International Holdings.

Our agreements with ICI also permit ICI to resell, subject to certain
conditions, the senior subordinated reset discount notes of Huntsman
International Holdings, settle certain outstanding indemnification matters
under the contribution agreement and provide for the finalization of certain
ancillary agreements contemplated by the contribution agreement. See "Certain
Relationships and Related Transactions" and "The Transactions--Transaction
Consideration--Sale of Equity Interests in Our Parent Company".

Non-Compliance with Senior Secured Credit Facilities

As of September 30, 2001, we were not in compliance with one of the
financial covenants contained in the Senior Secured Credit Facilities. As a
result, we currently cannot borrow additional amounts under, or otherwise have
access to, the Senior Secured Credit Facilities. Management is pursuing waivers
under and amendments to the Senior Secured Credit Facilities which, among other
things, would modify the financial covenants. There can be no assurance that
such waivers and amendments will be obtained. Unless and until such amendments
and waivers are obtained, the lenders could pursue certain remedies under the
Senior Secured Credit Facilities, including (i) accelerating the debt due under
the Senior Secured Credit Facilities, (ii) foreclosing on the pledge of our
equity, and (iii) requiring Huntsman International Holdings to fulfill its
obligations under its guarantee of our obligations under the Senior Secured
Credit Facilities. As a result, we have reclassified the outstanding borrowings
under the Senior Secured Credit Facilities to current portion of long-term
debt.

Proposed Investment by Bain Capital and Blackstone Capital in Huntsman
International Holdings

In July 2001, Huntsman Corporation, Huntsman Specialty and Huntsman
International Holdings, our parent company, entered into letter agreements with
Bain Capital, L.L.C. and Blackstone Capital Partners III Merchant Banking Fund,
L.P. relating to a proposed investment by Bain and Blackstone. Those letter
agreements have expired. There can be no assurance that any new proposal will
be made or, if so, that any transaction would be pursued or consummated. In
addition, there can be no assurance as to the terms of any such transaction.

Management and Ownership

Huntsman Corporation is a privately owned chemical company that is
controlled by Jon M. Huntsman and members of his family. Currently, affiliates
of Huntsman Corporation indirectly own 60% of our membership interests.
Huntsman Corporation is a global, vertically integrated company distinguished
by leading market positions, breadth of product offerings, superior operating
capabilities and a track record of growth. Since 1983, Huntsman Corporation and
its predecessors have successfully completed over 40 acquisitions and
investments in joint ventures to build a global chemicals business. ICI
currently is the indirect owner of 30% of our membership interests. The
remainder of our membership interests is indirectly owned collectively by BT
Capital Investors, L.P., J.P. Morgan Partners (BHCA), L.P., GS Mezzanine
Partners, L.P. and GSMP (HICI), Inc. Subject to certain conditions, ICI,
GS Mezzanine Partners and GSMP have each agreed to sell their membership
interests in Huntsman International Holdings to Huntsman Specialty or its
designee, which may include a subsidiary of our company. See "The
Transactions--Sale of Equity Interests in Our Parent Company".

Our principal executive offices are located at 500 Huntsman Way, Salt Lake
City, Utah 84108, and our telephone number is (801) 584-5700.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The summary financial data set forth below presents the historical financial
data of our company and Huntsman Specialty, our predecessor, as of the dates
and for the periods indicated. In accordance with U.S. GAAP, Huntsman Specialty
is considered the acquirer of the businesses transferred to us in connection
with our transactions with ICI and Huntsman Specialty and with BP Chemicals at
the close of business on June 30, 1999 because the shareholders of Huntsman
Specialty acquired majority control of the businesses transferred to us. The
summary financial and other data as of and for the nine-month periods ended
September 30, 2001 and 2000 has been derived from the unaudited financial
statements of our company included elsewhere in this prospectus. The summary
financial and other data as of December 31, 2000 and 1999, the year ended
December 31, 2000, the six months ended December 31, 1999, the six months ended
June 30, 1999, and the year ended December 31, 1998 has been derived from the
audited financial statements of our company included elsewhere in this
prospectus. The summary financial data as of June 30, 1999 has been derived
from the unaudited financial statements of Huntsman Specialty. The summary
financial data as of December 31, 1998 has been derived from audited financial
statements of Huntsman Specialty.

The summary unaudited pro forma financial data prepared by us and shown
below gives effect to the offering of these notes and the sale of accounts
receivable under our securitization transaction. The summary unaudited pro
forma statement of operations data for the nine months ended September 30, 2001
and for the year ended December 31, 2000 give effect to the above transactions,
as if they had occurred on January 1, 2000. The summary unaudited pro forma
financial data do not purport to be indicative of the combined financial
position or results of operations of future periods or indicative of results
that would have occurred had our transactions discussed above been consummated
on the dates indicated. The pro forma and other adjustments, as described in
the accompanying notes to the summary unaudited pro forma condensed balance
sheet and statement of operations data, are based on available information and
certain assumptions that we believe are reasonable.

You should read the summary historical and unaudited pro forma financial
data in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations", "Unaudited Pro Forma Financial Data", the
audited and unaudited financial statements of our company and the audited and
unaudited combined financial statements of the polyurethane chemicals, selected
petrochemicals and TiO\\2\\ businesses of ICI, included elsewhere in this
prospectus.

Huntsman International Huntsman Specialty
-------------------------------------------------------- -------------------
Pro Forma Nine Months Ended
------------------ -------------------
Nine Six
Months Year Year Months Six Months Year
Ended Ended Ended Ended Ended Ended
Sept. 30, Dec. 31, Sept. 30, Sept. 30, Dec. 31, Dec. 31, June 30, Dec. 31,
2001 2000 2001 2000 2000 1999 1999 1998
--------- -------- --------- --------- -------- -------- ---------- --------
(dollars in
(dollars in millions) millions)

Statement of Operations
Data:
Sales--net.............. $3,569 $4,448 $3,569 $3,346 $4,448 $ 1,997 $ 192 $339
Cost of sales........... 3,093 3,706 3,093 2,764 3,706 1,602 134 277
------ ------ ------ ------ ------ ------- ----- ----
Gross profit........... 476 742 476 582 742 395 58 62
Operating expenses...... 280 331 280 250 331 198 5 8
------ ------ ------ ------ ------ ------- ----- ----
Operating income....... 196 411 196 332 411 197 53 54
Interest expense--net... 177 228 172 165 222 104 18 40
Loss on sale of
receivables............ 7 16 7 -- 2 -- -- --
Other expense (income).. (4) 3 (4) 2 3 (7) -- (1)
------ ------ ------ ------ ------ ------- ----- ----
Income before income tax
and minority interest.. 16 164 21 165 184 100 35 15
Income tax expense...... (47) 30 (47) 22 30 18 13 6
Minority interest....... 2 3 2 2 3 1 -- --
------ ------ ------ ------ ------ ------- ----- ----
Income from continuing
operations............. $ 61 $ 131 $ 66 $ 141 $ 151 $ 81 $ 22 $ 9
====== ====== ====== ====== ====== ======= ===== ====
Other Data:
Depreciation and
amortization........... $ 178 $ 216 $ 178 $ 160 $ 216 $ 105 $ 16 $ 31
EBITDA(1)............... 371 608 371 490 622 309 69 86
Net cash provided by
operating activities... 188 196 412 256 40 46
Net cash used in
investing activities... (405) (274) (356) (2,519) (4) (10)
Net cash provided by
(used in) financing
activities............. 216 54 (131) 2,402 (34) (43)
Capital expenditures.... 199 125 205 132 4 10
Ratio of earnings to
fixed charges(2)....... 1.1x 1.7x 1.1x 2.0x 1.8x 1.9x 2.9x 1.4x
Balance Sheet Data (at
period end)
Working capital(3)...... $ 324 $ 457 $ 274 $ 370 $ 28 $ 28
Total assets............ 4,995 4,775 4,815 4,818 578 578
Long-term debt(4)....... 2,577 2,505 2,350 2,505 396 428
Total liabilities(5).... 3,847 3,694 3,686 3,714 528 547
Stockholders' and
members' equity........ 1,148 1,081 1,129 1,104 50 31

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

The following other adjustments to pro forma EBITDA do not qualify as pro
forma adjustments under the SEC's rules (principally Article 11 of Regulation
S-X).

Pro Forma
Nine Months Pro Forma
Ended Year Ended
September 30, December 31,
2001 2000
------------- ------------
(In millions)

EBITDA:
Specialty chemicals.............................. $235 $333
Petrochemicals................................... 25 82
Tioxide.......................................... 111 207
---- ----
Total............................................ 371 622
Pro forma loss on sale of receivables............ -- (14)
---- ----
Pro forma EBITDA.................................. 371 608
Loss on sale of receivables...................... 7 16
---- ----
Pro forma adjusted EBITDA......................... $378 $624
==== ====

(2) The ratio of earnings to fixed charges has been calculated by dividing (A)
the sum of income before taxes plus fixed charges by (B) fixed charges.
Fixed charges are equal to interest expense (including amortization of
deferred financing costs), plus the portion of rent expense estimated to
represent interest.

(3) Working capital represents total current assets, less total current
liabilities, excluding cash and the current maturities of long-term debt.

(4) Long-term debt includes the current portion of long-term debt.

(5) Total liabilities includes minority interests and mandatorily redeemable
preferred stock of $72 million at December 31, 1998.

RISK FACTORS

You should carefully consider the risks described below in addition to all
other information provided to you in this prospectus before deciding whether to
participate in this exchange offer. The risk factors set forth below, other
than those that discuss the consequences of failing to exchange your old notes
in the exchange offer, are generally applicable to both the old notes and the
new notes issued in the exchange offer.

Terrorist attacks, such as the attacks in New York and Washington, D.C., on
September 11, 2001, and other attacks or acts of war may adversely affect the
markets in which we operate, our operations and our profitability.

On September 11, 2001, the United States was the target of terrorist attacks
of unprecedented scope. These attacks have caused major instability in the U.S.
and other financial markets. Leaders of the U.S. government have announced
their intention to actively pursue those behind the attacks and to possibly
initiate broader action against global terrorism. The attacks and any response
may lead to armed hostilities or to further acts of terrorism in the United
States or elsewhere, and such developments would likely cause further
instability in financial markets. In addition, armed hostilities and further
acts of terrorism may directly impact our physical facilities and operations,
which are located in North America, Central America, South America, Europe,
Africa, Australia, Asia and the Middle East, or those of our clients.
Furthermore, the recent terrorist attacks and future developments may result in
reduced demand from our clients for our products or may negatively impact our
clients' ability to outsource. These developments will subject our worldwide
operations to increased risks and, depending on their magnitude, could have a
material adverse effect on our business and your investment.

You may have difficulty selling the old notes that you do not exchange.

If you do not exchange your old notes for the new notes offered in this
exchange offer, you will continue to be subject to the restrictions on the
transfer of your old notes. Those transfer restrictions are described in the
indenture governing the new notes and in the legend contained on the old notes,
and arose because we originally issued the old notes under exemptions from, and
in transactions not subject to, the registration requirements of the Securities
Act.

In general, you may offer or sell your old notes only if they are registered
under the Securities Act and applicable state securities laws, or if they are
offered and sold under an exemption from those requirements. We do not intend
to register the old notes under the Securities Act.

If a large number of old notes are exchanged for notes issued in the
exchange offer, it may be more difficult for you to sell your unexchanged
notes. In addition, if you do not exchange your old notes in the exchange
offer, you will no longer be entitled to have those notes registered under the
Securities Act.

See "The Exchange Offer--Consequences of Failure to Exchange Old Notes" for
a discussion of the possible consequences of failing to exchange your old
notes.

If our subsidiaries do not make sufficient distributions to us, then we will
not be able to make payment on our debt, including the new notes.

The new notes are the exclusive obligations of our company and the
guarantors of the new notes and not of any of our other subsidiaries. Because a
significant portion of our

operations are conducted by our subsidiaries, our cash flow and our ability to
service indebtedness, including our ability to pay the interest on and
principal of the new notes at maturity, are dependent to a large extent upon
cash dividends and distributions or other transfers from our subsidiaries. In
addition, we must first repay amounts due on our senior indebtedness prior to
making payments on the new notes. Any payment of dividends, distributions,
loans or advances by our subsidiaries to us could be subject to restrictions on
dividends or repatriation of earnings under applicable local law, monetary
transfer restrictions and foreign currency exchange regulations in the
jurisdictions in which our subsidiaries operate, and any restrictions imposed
by the current and future debt instruments of our subsidiaries. Our senior
secured credit facilities prohibit, and the indenture governing the new notes
and our outstanding senior subordinated notes restricts, these types of
payments by our subsidiaries. In addition, payments to us by our subsidiaries
are contingent upon our subsidiaries' earnings.

Our subsidiaries are separate and distinct legal entities and, except for
the guarantors of the new notes, have no obligation, contingent or otherwise,
to pay any amounts due pursuant to the new notes or to make any funds available
therefore, whether by dividends, loans, distributions or other payments, and do
not guarantee the payment of interest on, or principal of, the new notes. Any
right that we have to receive any assets of any of our subsidiaries that are
not guarantors upon the liquidation or reorganization of any such subsidiary,
and the consequent right of holders of notes to realize proceeds from the sale
of their assets, will be effectively subordinated to the claims of that
subsidiary's creditors, including trade creditors and holders of debt issued by
that subsidiary. In addition, the guarantees of the new notes are subordinated
to all indebtedness of each guarantor that is either senior or secured.

We have substantial debt in addition to the new notes that we may be unable to
service and that restricts our activities, which could adversely affect our
ability to meet our obligations under the new notes.

We have incurred substantial debt in connection with our transactions with
ICI and Huntsman Specialty and with BP Chemicals. As of September 30, 2001, we
had total outstanding indebtedness of $2,577 million (including the current
portion of long-term debt) and a debt to total capitalization ratio of
approximately 69%. We require substantial capital to finance our operations and
continued growth, and we may incur substantial additional debt from time to
time for a variety of purposes, including acquiring additional businesses.
However, the indentures governing the new notes and our outstanding senior
subordinated notes and our senior secured credit facilities all contain
restrictive covenants. Among other things, these covenants limit or prohibit
our ability to incur more debt; make prepayments of other debt in whole or in
part; pay dividends, redeem stock or make other distributions; issue capital
stock; make investments; create liens; enter into transactions with affiliates;
enter into sale and leaseback transactions; and merge or consolidate and
transfer or sell assets. Also, if we undergo a change of control, the
indentures governing the new notes and our outstanding senior subordinated
notes may require us to make an offer to purchase the new notes. Under these
circumstances, we may also be required to repay indebtedness under our senior
secured credit facilities prior to the new notes. In this event, we may not
have the financial resources necessary to purchase the new notes, which would
result in an event of default. See "Description of Notes".

The degree to which we have outstanding debt could have important
consequences for our business, including:

. 48% of our pro forma EBITDA (as previously defined) for the nine months
ended September 30, 2001 was applied towards payment of pro forma
interest on our debt,

which reduced funds available for other purposes, including our operations
and future business opportunities;

. our ability to obtain additional financing may be constrained due to our
existing level of debt;

. a high degree of debt will make us more vulnerable to a downturn in our
business or the economy in general; and

. part of our debt is, and any future debt may be, subject to variable
interest rates, which might make us vulnerable to increases in interest
rates.

We began making scheduled interest payments on our outstanding senior
subordinated notes on January 1, 2000, and scheduled payments of principal and
interest on our senior secured credit facilities on June 30, 2000. Our ability
to make scheduled payments of principal and interest on, or to refinance, our
debt depends on our future financial performance, which, to a certain extent,
is subject to economic, competitive, regulatory and other factors beyond our
control. We cannot guarantee that we will have sufficient cash from our
operations or other sources to service our debt (including the new notes). If
our cash flow and capital resources are insufficient to fund our debt service
obligations, we may be forced to reduce or delay capital expenditures, sell
assets or seek to obtain additional equity capital or restructure or refinance
our debt. We cannot guarantee that such alternative measures would be
successful or would permit us to meet our scheduled debt service obligations.
In the absence of operating results and resources, we could face substantial
liquidity problems and might be required to dispose of material assets or
operations to meet our debt service obligations. We cannot guarantee our
ability to consummate any asset sales or that any proceeds from an asset sale
would be sufficient to meet the obligations then due.

If we are unable to generate sufficient cash flow and we are unable to
obtain the funds required to meet payments of principal and interest on our
indebtedness, or if we otherwise fail to comply with the various covenants in
the instruments governing our indebtedness, including those under our senior
secured credit facilities and the indentures governing the new notes and our
outstanding senior subordinated notes, we could be in default under the terms
of those agreements. In the event of a default by us, a holder of the
indebtedness could elect to declare all of the funds borrowed under those
agreements to be due and payable together with accrued and unpaid interest, the
lenders under our senior secured credit facilities could elect to terminate
their commitments thereunder and we could be forced into bankruptcy or
liquidation. Any default under the agreements governing our indebtedness could
have a material adverse effect on our ability to pay principal and interest on
the new notes and on the market value of the new notes.

We are not in compliance with one of the financial covenants contained in the
Senior Secured Credit Facilities, and are pursuing waivers under and amendments
to the Senior Secured Credit Facilities. If we are unable to obtain the
necessary waivers and amendments, our lenders could pursue certain remedies
under the Senior Secured Credit Facilities.

. accelerating the debt thereunder, which will constitute an "event of
default" under our outstanding senior subordinated notes and the new
notes which could in turn result in

an acceleration of the obligations by the trustee or the holders of at
least 25% in aggregate principal amount of the then outstanding notes;

. foreclosing on Huntsman International Holdings' pledge of our equity,
which would constitute a "change of control" under the indentures
governing our outstanding senior subordinated notes and the new notes. If
a "change of control" occurs, each holder of such notes will have the
right (the "change of control put right") to require us to purchase all
the notes held by such holder at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, as of
the date of purchase. Under such circumstances, there can be no assurance
that we would have sufficient funds to purchase our outstanding senior
subordinated notes and the new notes; and

. requiring Huntsman International Holdings to fulfill its obligations
under its guarantee.

Certain events affecting Huntsman Corporation could also trigger a "change of
control" under the indentures governing our outstanding senior subordinated
notes and the new notes and under the Senior Secured Credit Facilities.

A "change of control" could also be triggered by certain events affecting
Huntsman Corporation. Huntsman Corporation currently has outstanding borrowings
under certain senior secured credit facilities (the "HC Credit Facilities"). As
collateral for its obligations under the HC Credit Facilities, Huntsman
Corporation has pledged its 80.1% equity ownership interest in Huntsman
Specialty Chemicals Holdings Corp. to its lenders. Huntsman Specialty Chemicals
Holdings owns 100% of Huntsman Specialty Chemicals, which directly owns 60% of
the membership interests of Huntsman International Holdings.

Huntsman Corporation is not in compliance with certain financial covenants
contained in the HC Credit Facilities and is seeking an agreement from its
lenders that would provide for waivers, amendments and forbearance with respect
to the HC Credit Facilities (the "Amendment Agreement"). Unless and until an
Amendment Agreement is obtained, or until the lenders' rights are stayed,
Huntsman Corporation's lenders could pursue certain remedies under the HC
Credit Facilities, including accelerating the debt due under the HC Credit
Facilities.

A foreclosure on the Huntsman Specialty Chemicals Holdings stock pledged by
Huntsman Corporation to its lenders would constitute a "change of control"
under the indentures governing our outstanding senior subordinated notes and
the new notes and under the Senior Secured Credit Facilities. The occurrence of
such "change of control" would (i) entitle each holder of our outstanding
senior subordinated notes and the new notes to exercise its change of control
put right and (ii) be an event of default under the Senior Secured Credit
Facilities which could result in an acceleration of the debt thereunder by the
lenders. Our outstanding senior subordinated notes are and the new notes will
be subordinated in right of payment to all of our existing and future senior
debt, including the Senior Secured Credit Facilities. Therefore, our
obligations to the lenders under the Senior Secured Credit Facilities would
have to be fully satisfied before we can satisfy any change of control put
right of, or make any payment to, the holders of our outstanding senior
subordinated notes and the new notes. Under such circumstances, there can be no
assurance that we would have sufficient funds to purchase our outstanding
senior subordinated notes and the new notes.

outstanding high-yield notes of Huntsman International Holdings, (ii) the
indentures governing our outstanding senior subordinated notes and the new
notes or (iii) the Senior Secured Credit Facilities, except insofar as
foreclosure on the stock of Huntsman Specialty Chemicals Holdings would
constitute a "change of control" as described in the preceding paragraph.

See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Liquidity and Capital Resources".

The significant price volatility for many of our raw materials has resulted in
increased costs, which we may be unable to recover.

The prices for a large portion of our raw materials are cyclical. Recently,
prices for oil and natural gas, two key raw materials, have risen to
historically high levels. While we attempt to match raw material price
increases with corresponding product price increases, we are not able to
immediately raise product prices and, ultimately, our ability to pass on
increases in the cost of raw materials to our customers is greatly dependent
upon market conditions. Currently, we have not been able to recover completely
increases in the cost of raw materials. If raw material prices continue to
increase, we may not be able to implement a corresponding increase in the
prices for our products. Therefore, continued high raw material prices or
increases in raw material prices may have a material adverse effect on our
business, financial condition, results of operations or cash flows.

Our ability to repay our debt may be adversely affected if our joint venture
partners do not perform their obligations or we have disagreements with them.

We conduct a substantial amount of our operations through our joint
ventures. Our ability to meet our debt service obligations depends, in part,
upon the operation of our joint ventures. If any of our joint venture partners
fails to observe its commitments, that joint venture may not be able to operate
according to its business plans or we may be required to increase our level of
commitment to give effect to those plans. In general, joint venture
arrangements may be affected by relations between the joint venture partners.
Differences in views among the partners may, for example, result in delayed
decisions or in failure to agree on significant matters. Such circumstances may
have an adverse effect on the business and operations of the joint ventures,
adversely affecting the business and operations of our company. If we cannot
agree with our joint venture partners on significant issues, we may experience
a material adverse effect on our business, financial condition, results of
operations or cash flows.

Because the new notes are subordinated to senior debt, our assets will first be
used to repay our senior debt and may not be sufficient to repay the new notes.

The new notes are general unsecured obligations and are subordinated in
right of payment to the prior payment of all our current and future senior
debt. As of September 30, 2001, we had total senior indebtedness of $1.6
billion. The effect of this subordination is that if we were to undergo a
bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our
assets would be available to pay our obligations on the new notes only after
all senior debt is paid. We cannot guarantee that there will be sufficient
assets remaining to pay amounts due on all or any of the new notes. Our senior
debt under our senior secured credit facilities is secured by liens on
substantially all our U.S. assets, including the stock of certain of our
subsidiaries. The new notes are unsecured and therefore do not have the benefit
of this collateral. Accordingly, if an event of default occurs under our senior
secured credit facilities, the lenders under our senior secured credit
facilities will have a right to our assets and may foreclose upon the
collateral. In that case, our assets would first be used to repay in full
amounts outstanding under our senior secured credit facilities and may not be
available to repay the new notes.

If we are unable to integrate successfully the businesses that we acquire, then
our ability to make payments on the new notes may be impaired.

We have recently acquired new businesses, such as Dow's ethyleneamines
business, Rohm and Haas' TPU business and Albright & Wilson's European
surfactants business. We expect to acquire additional businesses in the future.
As you evaluate our prospects, you should consider the risks we will encounter
during our process of integrating these acquired businesses and during the
continued integration of our businesses following the June 30, 1999
transaction, including:

. our potential inability to successfully integrate acquired operations and
businesses or to realize anticipated synergies, economies of scale or
other value;

. diversion of our management's attention from business concerns;

. difficulties in increasing production at acquired sites and coordinating
management of operations at the acquired sites;

. delays in implementing consolidation plans;

. unanticipated legal liabilities; and

. loss of key employees of acquired operations.

The full benefit of the businesses that we acquire generally requires the
integration of administrative functions and the implementation of appropriate
operations, financial and management systems and controls. If we are unable to
integrate our various businesses effectively, our business, financial
condition, results of operations and cash flows may suffer.

Part of our business strategy is to expand through strategic acquisitions.
We cannot be certain that we will be able to identify suitable acquisition
candidates, negotiate acquisitions on terms acceptable to us or obtain the
necessary financing to complete any acquisition. In addition, the negotiation
and consummation of any acquisition and the integration of any acquired
business may divert our management from our day to day operations, which could
have an adverse effect on our business.

Demand for some of our products is cyclical and we may experience prolonged
depressed market conditions for our products, which may adversely affect our
ability to make payments on the new notes.

A substantial portion of our revenue is attributable to sales of products,
including most of the products of our petrochemicals business, the prices of
which have been historically cyclical and sensitive to relative changes in
supply and demand, the availability and price of feedstocks and general
economic conditions. Historically, the markets for some of our products,
including most of the products of our petrochemicals business, have experienced
alternating periods of tight supply, causing prices and profit margins to
increase, followed by periods of capacity additions, resulting in oversupply
and declining prices and profit margins. Currently, several of our markets are
experiencing periods of oversupply, and the pricing of our products in these
markets is depressed. We cannot guarantee that future growth in demand for
these products will be sufficient to alleviate any existing or future
conditions of excess industry capacity or that such conditions will not be
sustained or further aggravated by anticipated or unanticipated capacity
additions or other events. See "--The industries in which we compete are highly
competitive and we may not be able to compete effectively with our competitors
that are larger and have greater resources", "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business--
Competition".

Pending or future litigation or legislative initiatives related to MTBE may
subject us to products or environmental liability or materially adversely
affect our sales.

The presence of methyl tertiary butyl ether, which is commonly referred to
in the chemicals industry as "MTBE", in groundwater in some regions of
California and other states (primarily due to gasoline leaking from underground
storage tanks) and in surface water (primarily from recreational water craft)
has led to public concern about MTBE's potential to contaminate drinking and
other water supplies. Heightened public awareness regarding this issue has
resulted in several state, federal and foreign initiatives and proposed
legislation to rescind the oxygenate requirements for reformulated gasoline, or
to restrict or prohibit the use of MTBE in particular. For example, California
has sought to ban MTBE use commencing in 2003. Ongoing debate regarding this
issue is continuing at all levels of government. More recently, Denmark has
proposed to the EU that a directive be issued, taking effect in 2005, allowing
individual EU countries to ban the use of MTBE. Currently, no other EU member
states have joined Denmark's proposal. Independent of its EU proposal, Denmark
has entered into a voluntary agreement with refiners that will significantly
reduce the sale of MTBE in Denmark. The agreement calls for refiners to cease
using MTBE in 92- and 95-octane gasoline by May 1, 2002; however, MTBE will
still be an additive in a limited amount of 98-octane gasoline sold in 100
selected service stations in the country.

Any phase-out of or prohibition against the use of MTBE could result in a
significant reduction in demand for our MTBE. In that event, we may be required
to make significant capital expenditures to modify our PO production process to
make alternative co-products other than MTBE. In addition, we could incur a
material loss in revenues or material costs or expenditures in the event of a
widespread decrease or cessation of use of MTBE.

Furthermore, we cannot give any assurance that we will not be named in
litigation by citizens groups, municipalities or others relating to the
environmental effects of MTBE, or that such litigation will not have a material
adverse effect on our business, financial condition, results of operations or
cash flows.

For additional information on recent developments concerning MTBE, see
"Business--Specialty Chemicals--MTBE Developments".

The industries in which we compete are highly competitive and we may not be
able to compete effectively with our competitors that are larger and have
greater resources.

The industries in which we operate are highly competitive. Among our
competitors are some of the world's largest chemical companies and major
integrated petroleum companies that have their own raw material resources. Some
of these companies may be able to produce products more economically than we
can. In addition, many of our competitors are larger and have greater financial
resources, which may enable them to invest significant capital into their
businesses, including expenditures for research and development. If any of our
current or future competitors develop proprietary technology that enables them
to produce products at a significantly lower cost, our technology could be
rendered uneconomical or obsolete. Moreover, certain of our businesses use
technology that is widely available. Accordingly, barriers to entry, apart from
capital availability, are low in certain product segments of our business, and
the entrance of new competitors into the industry may reduce our ability to
capture improving profit margins in circumstances where capacity utilization in
the industry is increasing. Further, petroleum-rich countries have become more
significant participants in the petrochemical industry and may expand this role
significantly in the future. Any of these developments would have a significant
impact on our ability to enjoy higher profit margins during periods of
increased demand. See "--Demand for some of our products is cyclical and

we may experience prolonged depressed market conditions for our products, which
may adversely affect our ability to make payments on the new notes".

If our key suppliers are unable to provide the raw materials necessary in our
production, then we may not be able to obtain raw materials from other sources
on favorable terms, if at all.

As of September 30, 2001, approximately 33% of our raw materials purchased
were from our four key suppliers. If any of these suppliers is unable to meet
its obligations under present supply agreements, we may be forced to pay higher
prices to obtain the necessary raw materials and we may not be able to increase
prices for our finished products. In addition, if some of the raw materials
that we use become unavailable within the geographic area from which we now
source our raw materials, then we may not be able to obtain suitable and cost
effective substitutes. Any interruption of supply or any price increase of raw
materials could have a material adverse effect on our business, financial
condition, results of operations or cash flows.

If we are unable to maintain our relationships with Huntsman Corporation and
ICI, then we may not be able to replace on favorable terms our contracts with
them or the services and facilities that they provide, if at all.

We have entered and will continue to enter into certain agreements,
including service, supply and purchase contracts with Huntsman Corporation, ICI
and their respective affiliates. If
Huntsman Corporation, ICI or any of their respective affiliates fail to perform
their obligations under any of these agreements, or if any of these agreements
terminate or we are otherwise unable to obtain the benefits thereunder for any
reason, including as a result of a financial restructuring at Huntsman
Corporation, there could be a material adverse effect on our business,
financial condition, results of operations or cash flows if we are unable to
obtain similar service, supply or purchase contracts on the same terms from
third parties. For example, we have only one operating facility for our
production of PO, which is located in Port Neches, Texas. The facility is
dependent on Huntsman Petrochemical Corporation's existing infrastructure and
its adjacent facilities for certain utilities, raw materials, product
distribution systems and safety systems. In addition, we depend upon employees
of Huntsman Petrochemical Corporation, a subsidiary of Huntsman Corporation, to
operate our Port Neches facility. We purchase all of the propylene used in the
production of PO through Huntsman Petrochemical Corporation's pipeline, which
is the only existing propylene pipeline connected to our PO facility. If we
were required to obtain propylene from another source, we would need to make a
substantial investment in an alternative pipeline. This could have a material
adverse effect on our business, financial condition, results of operations or
cash flows. See "Certain Relationships and Related Transactions".

We are subject to many environmental and safety regulations that may result in
unanticipated costs or liabilities.

We are subject to extensive federal, state, local and foreign laws,
regulations, rules and ordinances relating to pollution, the protection of the
environment and the use or cleanup of hazardous substances and wastes. We may
incur substantial costs, including fines, damages and criminal or civil
sanctions, or experience interruptions in our operations for actual or alleged
violations or compliance requirements arising under environmental laws,
including with respect to any facilities acquired in connection with our
pending or future acquisitions. Our operations could result in violations under
environmental laws, including spills or other releases of hazardous substances
to the environment. In the event of a catastrophic incident, we could incur
material costs as a result of addressing and implementing measures to prevent
such incidents. We know of two current environmental proceedings that may
result in

penalties over $100,000. With respect to one of these proceedings, we do not
believe that this matter will be material to us. The other matter involves a
spill at our North Tees facility that was discovered on March 27, 2001. The
U.K. Environmental Agency issued an enforcement notice with respect to this
spill on March 30, 2001, following an investigation into an alleged leak of a
mixture consisting of approximately 60% benzene into the River Tees, allegedly
following a dewatering procedure at our North Tees site. The requirements of
that notice were complied with, to the satisfaction of the U.K. Environmental
Agency, by the end of May 2001. We have contained the spill and are continuing
remediating it through reclamation of the material. We are currently in
discussion with the U.K. Environmental Agency about how much additional
remediation will be necessary. The U.K. Environmental Agency is also continuing
to investigate the incident; a decision by the U.K. Environmental Agency as to
whether to prosecute or not is likely to be made early next year. If the U.K.
Environmental Agency finds us legally responsible, we could face legal action
and possible penalties. Although we can give you no assurances, based on
currently available information and our understanding of similar investigations
and penalties in the past, we do not believe that, if such action was initiated
and we are ultimately found to be legally responsible, the probable penalties
would be material to our financial position and results of operations. Because
this matter is in the initial stages of investigation by the U.K. Environmental
Agency, we cannot assure you that it will not have a material effect on us.
Given the nature of our business, violations of environmental laws may result
in restrictions imposed on our operating activities, substantial fines,
penalties, damages or other costs, any of which could have a material adverse
effect on our business, financial condition, results of operations or cash
flows. See "Business--Environmental Regulations".

In addition, we could incur significant expenditures in order to comply with
existing or future environmental laws. Capital expenditures and, to a lesser
extent, costs and operating expenses relating to environmental matters will be
subject to evolving regulatory requirements and will depend on the timing of
the promulgation and enforcement of specific standards which impose
requirements on our operations. Therefore, we cannot assure you that capital
expenditures beyond those currently anticipated will not be required under
environmental laws. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations".

Furthermore, we may be liable for the costs of investigating and cleaning up
environmental contamination on or from our properties or at off-site locations
where we disposed of or arranged for the disposal or treatment of hazardous
wastes. Based on available information and the indemnification rights that we
possess, we believe that the costs to investigate and remediate known
contamination will not have a material adverse effect on our business,
financial condition, results of operations or cash flows; however, if such
indemnities do not fully cover the costs of investigation and remediation or we
are required to contribute to such costs, and if such costs are material, then
such expenditures may have a material adverse effect on our business, financial
condition, results of operations or cash flows. See "Business--Environmental
Regulations".

Huntsman Corporation and ICI may have conflicts of interest with us, and these
conflicts could adversely affect our business.

For so long as Huntsman Corporation and ICI retain their ownership interests
in our company, conflicts of interest could arise with respect to transactions
involving business dealings between us and them, potential acquisitions of
businesses or properties, the issuance of additional securities, the payment of
dividends by us and other matters. See "Description of Notes--Certain
Covenants--Limitations on Transactions with Affiliates". In addition, most of
our executive officers currently serve as executive officers and directors of
various Huntsman companies or of ICI and its affiliates. Any such conflicts of
interest could result in decisions that adversely affect our business. See "The
Transactions--Sale of Equity Interests in Our Parent Company", "Management" and
"Certain Relationships and Related Transactions" for

more detailed descriptions of the relationships between our company and our
subsidiaries, Huntsman Corporation and its affiliates, and ICI and its
affiliates, and among the management of these companies.

Our business may be adversely affected by international operations and
fluctuations in currency exchange rates.

We conduct a significant portion of our business outside the United States.
Our operations outside the United States are subject to risks normally
associated with international operations. These risks include the need to
convert currencies which we may receive for our products into currencies
required to pay our debt, or into currencies in which we purchase raw materials
or pay for services, which could result in a gain or loss depending on
fluctuations in exchange rates. Other risks of international operations include
trade barriers, tariffs, exchange controls, national and regional labor
strikes, social and political risks, general economic risks, required
compliance with a variety of foreign laws, including tax laws and the
difficulty of enforcing agreements and collecting receivables through foreign
legal systems.

Our business is dependent on our intellectual property. If our patents are
declared invalid or our trade secrets become known to our competitors, our
ability to compete may be adversely affected.

Proprietary protection of our processes, apparatuses, and other technology
is important to our business. Consequently, we rely on judicial enforcement for
protection of our patents. While a presumption of validity exists with respect
to patents issued to us in the United States, there can be no assurance that
any of our patents will not be challenged, invalidated, circumvented or
rendered unenforceable. Furthermore, if any pending patent application filed by
us does not result in an issued patent, or if patents are issued to us, but
such patents do not provide meaningful protection of our intellectual property,
then the use of any such intellectual property by our competitors could have a
material adverse effect on our business, financial condition, results of
operations or cash flows.

We also rely upon unpatented proprietary know-how and continuing
technological innovation and other trade secrets to develop and maintain our
competitive position. While it is our policy to enter into confidentiality
agreements with our employees and third parties to protect our intellectual
property, these confidentiality agreements may be breached, may not provide
meaningful protection for our trade secrets or proprietary know-how, or
adequate remedies may not be available in the event of an unauthorized use or
disclosure of such trade secrets and know-how. In addition, others could obtain
knowledge of such trade secrets through independent development or other access
by legal means. The failure of our patents or confidentiality agreements to
protect our processes, apparatuses, technology, trade secrets or proprietary
know-how could have a material adverse effect on our business, financial
condition, results of operations or cash flows.

There is no established market for the new notes and you may find it difficult
to sell your new notes.

Although we intend to file an application to list the new notes on the
Luxembourg Stock Exchange, there is no established trading market for the new
notes. The initial purchasers have advised us that they intend to make a market
in the new notes, but they are not obligated to do so and may discontinue
market-making activities any time. Accordingly, we cannot give any assurance as
to:

. the likelihood that an active market for the new notes will develop,

. the liquidity of any such market,

. the ability of holders to sell their notes, or

. the prices that holders may obtain for their notes upon any sale.

Future trading prices for the new notes will depend on many factors,
including our operating results, the market for similar securities and interest
rates. Historically, the market for non-investment grade debt has been subject
to disruptions that have caused substantial volatility in the prices of
securities similar to the new notes. We cannot guarantee that the market for
the new notes will not be subject to similar disruptions or that any such
disruptions will not have an adverse effect on the value or marketability of
the new notes.

The new notes and the guarantees may be void, avoided or subordinated under
laws governing fraudulent transfers, insolvency and financial assistance.

We have incurred substantial debt, including debt under our senior secured
credit facilities and our outstanding senior subordinated notes. Various
fraudulent conveyance laws enacted for the protection of creditors may apply to
our issuance of the new notes and the guarantors' issuance of the guarantees.
To the extent that a court were to find that:

(1) the new notes were issued or a guarantee was incurred with actual
intent to hinder, delay or defraud any present or future creditor; or

(2) we or a guarantor did not receive fair consideration or reasonably
equivalent value for issuing the new notes or guarantees;

and that we or a guarantor

(A) were insolvent,

(B) were rendered insolvent by reason of the issuance of the new
notes or a guarantee,

(C) were engaged or about to engage in a business or transaction for
which our remaining assets or those of a guarantor constituted unreasonably
small capital to carry on our business, or

(D) intended to incur, or believed that we would incur, debts beyond
our ability to pay those debts as they matured,

then the court could avoid the new notes or the guarantee or subordinate the
new notes or the guarantee in favor of our or the guarantor's other creditors.
Furthermore, to the extent that the new notes or a guarantee were avoided as a
fraudulent conveyance or held unenforceable for any other reason:

. claims of holders of the new notes against us or a guarantor would be
adversely affected,

. the new notes would be effectively subordinated to all obligations of our
other creditors or the creditors of the guarantor, and

. the other creditors would be entitled to be paid in full before any
payment could be made on the new notes.

If insolvency proceedings are commenced by or against Tioxide Group, our
English subsidiary that is a guarantor of the new notes, the presiding court
may apply English insolvency laws. Under English insolvency laws, the
liquidator or administrator of Tioxide Group may, among other things, apply to
the court to rescind the guarantee if:

. Tioxide Group received consideration of significantly less value than the
benefit of its guarantee provides to us,

. Tioxide Group was insolvent at the time of, or immediately after,
entering into the guarantee, and

. Tioxide Group enters into a formal insolvency process before the second
anniversary of the issuance of the new notes.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

When we sold the old notes, we entered into the Registration Rights
Agreements with the initial purchasers of those notes. Under each of the
Registration Rights Agreements, we agreed to file the registration statement of
which this prospectus forms a part regarding the exchange of the old notes for
notes which are registered under the Securities Act. We also agreed to use our
reasonable best efforts to cause the registration statement to become effective
with the SEC, and to conduct this exchange offer for at least 30 days after the
registration statement is declared effective. We will use our best efforts to
keep this registration statement effective until the exchange offer is
completed. Each of the Registration Rights Agreements provides that we will be
required to pay liquidated damages to the holders of the old notes if:

. the registration statement is not declared effective by November 5,
2001; or

. the exchange offer has not been consummated within 45 days after the
effective date of the registration statement.

The registration statement in respect of the exchange offer relating to the
notes issued in the March 13th Offering was filed with the SEC on April 4,
2001. Amendment No.1 to this registration statement was filed with the SEC on
July 17, 2001 in respect of, among other things, the exchange offer relating to
the notes issued in the May 1st Offering. However, the Registration Rights
Agreement in respect of the notes issued in the March 13th Offering requires
such registration statement to be declared effective by November 5, 2001.
Therefore, from November 5, 2001 until the day on which this registration
statement is declared effective, in addition to the base interest rate of 10
1/8% per annum, liquidated damages are payable to the holders of the old notes
issued in the March 13th Offering and have accrued on a daily basis at a rate
per annum equal to 0.25%, which amounts to approximately $31,944 expected to be
paid on January 1, 2002.

A copy of each of the Registration Rights Agreements is filed as an exhibit
to the registration statement to which this prospectus is a part.

Terms of the Exchange Offer

This prospectus and the accompanying letter of transmittal together
constitute the exchange offer. Upon the terms and subject to the conditions set
forth in this prospectus and in the letter of transmittal, we will accept for
exchange old notes that are properly tendered on or before the expiration date
and are not withdrawn as permitted below. The expiration date for this exchange
offer is 5:00 p.m., London time, on December 31, 2001, or such later date and
time to which we, in our sole discretion, extend the exchange offer. The
exchange offer, however, will be in effect no longer than 45 days from the date
of this prospectus.

The form and terms of the new notes being issued in the exchange offer are
the same as the form and terms of the old notes, except that:

. the new notes will have been registered under the Securities Act;

. the new notes will not bear the restrictive legends restricting their
transfer under the Securities Act; and

. the new notes will not contain the registration rights and liquidated
damages provisions contained in the old notes.

Notes tendered in the exchange offer must be in denominations of the
principal amount of (Euro)1,000 and any integral multiple thereof.

We expressly reserve the right, in our sole discretion:

. to extend the expiration date;

. to delay accepting any old notes;

. if any of the conditions set forth below under "--Conditions to the
Exchange Offer" have not been satisfied, to terminate the exchange offer
and not accept any notes for exchange; and

. to amend the exchange offer in any manner.

We will give oral or written notice of any extension, delay, non-acceptance,
termination or amendment as promptly as practicable by a public announcement,
and in the case of an extension, no later than 9:00 a.m., London time, on the
next business day after the previously scheduled expiration date.

During an extension, all old notes previously tendered will remain subject
to the exchange offer and may be accepted for exchange by us. Any old notes not
accepted for exchange for any reason will be returned without cost to the
holder that tendered them as promptly as practicable after the expiration or
termination of the exchange offer.

How to Tender Old Notes for Exchange

When the holder of old notes tenders, and we accept, notes for exchange, a
binding agreement between us and the tendering holder is created, subject to
the terms and conditions set forth in this prospectus and the accompanying
letter of transmittal. Except as set forth below, a holder of old notes who
wishes to tender notes for exchange must, on or prior to the expiration date:

(1) transmit a properly completed and duly executed letter of
transmittal, including all other documents required by such letter of
transmittal, to The Bank of New York (the "exchange agent") at the address
set forth below under the heading "--The Exchange Agent"; or

(2) if old notes are tendered pursuant to the book-entry procedures set
forth below, the tendering holder must transmit an agent's message to the
exchange agent at the address set forth below under the heading "--The
Exchange Agent".

In addition, either:

(1) the exchange agent must receive the certificates for the old notes
and the letter of transmittal; or

(2) the exchange agent must receive, prior to the expiration date, a
timely confirmation of the book-entry transfer of the old notes being
tendered into the exchange agent's account at Euroclear System
("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream")
according to the procedure for book-entry described below, along with the
letter of transmittal or an agent's message.

The term "agent's message" means a message, transmitted to Euroclear or
Clearstream and received by the exchange agent and forming a part of a book-
entry transfer (a "book-entry confirmation"), which states that Euroclear or
Clearstream has received an express acknowledgment that the tendering holder
agrees to be bound by the letter of transmittal and that we may enforce the
letter of transmittal against such holder.

The method of delivery of the old notes, the letters of transmittal and all
other required documents is at the election and risk of the holders. If such
delivery is by mail, we recommend registered mail, properly insured, with
return receipt requested. In all cases, you should allow sufficient time to
assure timely delivery. No letters of transmittal or old notes should be sent
directly to us.

Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed unless the old notes surrendered for exchange are
tendered:

(1) by a holder of old notes who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on the
letter of transmittal; or

(2) for the account of an eligible institution.

An "eligible institution" is a firm which is a member of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.

If signatures on a letter of transmittal or notice of withdrawal are
required to be guaranteed, the guarantor must be an eligible institution. If
old notes are registered in the name of a person other than the signer of the
letter of transmittal, the old notes surrendered for exchange must be endorsed
by, or accompanied by a written instrument or instruments of transfer or
exchange, in satisfactory form as determined by us in our sole discretion, duly
executed by the registered holder with the holder's signature guaranteed by an
eligible institution.

We will determine all questions as to the validity, form, eligibility
(including time of receipt) and acceptance of old notes tendered for exchange
in our sole discretion. Our determination will be final and binding. We reserve
the absolute right to:

(1) reject any and all tenders of any old note improperly tendered;

(2) refuse to accept any old note if, in our judgment or the judgment of
our counsel, acceptance of the old note may be deemed unlawful; and

(3) waive any defects or irregularities or conditions of the exchange
offer as to any particular old note either before or after the expiration
date, including the right to waive the ineligibility of any holder who
seeks to tender old notes in the exchange offer.

Our interpretation of the terms and conditions of the exchange offer as to
any particular old note either before or after the expiration date, including
the letter of transmittal and the instructions to it, will be final and binding
on all parties. Holders must cure any defects and irregularities in connection
with tenders of old notes for exchange within such reasonable period of time as
we will determine, unless we waive such defects or irregularities. Neither we,
the exchange agent nor any other person shall be under any duty to give
notification of any defect or irregularity with respect to any tender of old
notes for exchange, nor shall any of us incur any liability for failure to give
such notification.

If a person or persons other than the registered holder or holders of the
old notes tendered for exchange signs the letter of transmittal, the tendered
notes must be endorsed or accompanied by appropriate powers of attorney, in
either case signed exactly as the name or names of the registered holder or
holders that appear on the old notes.

If trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity sign the letter of transmittal or any old notes or any power of
attorney, such persons should so indicate when signing, and you must submit
proper evidence satisfactory to us of such person's authority to so act unless
we waive this requirement.

By tendering, each holder will represent to us that, among other things,
that the person acquiring new notes in the exchange offer is obtaining them in
the ordinary course of its business, whether or not such person is the holder,
and that neither the holder nor such other person has any arrangement or
understanding with any person to participate in the distribution of the new
notes issued in the exchange offer. If any holder or any such other person is
an "affiliate", as defined under Rule 405 of the Securities Act, of our
company, or is

engaged in or intends to engage in or has an arrangement or understanding with
any person to participate in a distribution of such new notes to be acquired in
the exchange offer, such holder or any such other person:

(1) may not rely on the applicable interpretations of the staff of the
SEC; and

(2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction.

Each broker-dealer who acquired its old notes as a result of market-making
activities or other trading activities and thereafter receives new notes issued
for its own account in the exchange offer, must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes issued in
the exchange offer. The letter of transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act. See "Plan
of Distribution" for a discussion of the exchange and resale obligations of
broker-dealers in connection with the exchange offer.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, promptly after the expiration date, all old notes properly
tendered and will issue the new notes registered under the Securities Act. For
purposes of the exchange offer, we shall be deemed to have accepted properly
tendered old notes for exchange when, as and if we have given oral or written
notice to the exchange agent, with written confirmation of any oral notice to
be given promptly thereafter. See "--Conditions to the Exchange Offer" for a
discussion of the conditions that must be satisfied before we accept any old
notes for exchange.

For each old note accepted for exchange, the holder will receive a new note
registered under the Securities Act having a principal amount equal to, and in
the denomination of, that of the surrendered old note. Accordingly, registered
holders of new notes on the relevant record date for the first interest payment
date following the consummation of the exchange offer will receive interest
accruing from the most recent date to which interest has been paid or, if no
interest has been paid on the old notes, from March 13, 2001. Old notes that we
accept for exchange will cease to accrue interest from and after the date of
consummation of the exchange offer. Under each of the Registration Rights
Agreements, we may be required to make additional payments in the form of
liquidated damages to the holders of the old notes under circumstances relating
to the timing of the exchange offer.

In all cases, we will issue new notes in the exchange offer for old notes
that are accepted for exchange only after the exchange agent timely receives:

(1) certificates for such old notes or a timely book-entry confirmation
of such old notes into the exchange agent's account at Euroclear or
Clearstream, as applicable;

(2) a properly completed and duly executed letter of transmittal or an
agent's message; and

(3) all other required documents.

If for any reason set forth in the terms and conditions of the exchange
offer we do not accept any tendered old notes, or if a holder submits old notes
for a greater principal amount than the holder desires to exchange, we will
return such unaccepted or non-exchanged notes without cost to the tendering
holder. In the case of old notes tendered by book-entry transfer into the
exchange agent's account at Euroclear or Clearstream, such non-exchanged old
notes will be credited to an account maintained with Euroclear or Clearstream,
as applicable, as promptly as practicable after the expiration or termination
of the exchange offer.

Book Entry Transfers

The exchange agent will make a request to establish an account at Euroclear
or Clearstream with respect to old notes for purposes of the exchange offer
within two (2) business days after the date of this prospectus. Any financial
institution that is a participant in Euroclear's or Clearstream's systems must
make book-entry delivery of old notes by causing Euroclear or Clearstream to
transfer those old notes into the exchange agent's account at Euroclear or
Clearstream in accordance with Euroclear's or Clearstream's procedures for
transfer. Such participant should transmit its acceptance to Euroclear or
Clearstream on or prior to the expiration date. Euroclear or Clearstream will
verify such acceptance, execute a book-entry transfer of the tendered old notes
into the exchange agent's account at Euroclear or Clearstream and then send to
the exchange agent confirmation of such book-entry transfer. The confirmation
of such book-entry transfer will include an agent's message confirming that
Euroclear or Clearstream has received an express acknowledgment from such
participant that such participant has received and agrees to be bound by the
letter of transmittal and that we may enforce the letter of transmittal against
such participant. Delivery of new notes may be effected through book-entry
transfer at Euroclear or Clearstream, as applicable. However, the letter of
transmittal or facsimile thereof or an agent's message, with any required
signature guarantees and any other required documents, must be transmitted to
and received by the exchange agent at the address set forth below under "--The
Exchange Agent" on or prior to the expiration date.

Withdrawal Rights

You may withdraw tenders of your old notes at any time prior to 5:00 p.m.,
London time, on the expiration date.

For a withdrawal to be effective, you must send a written notice of
withdrawal to the exchange agent at one of the addresses set forth below under
"--The Exchange Agent". Any such notice of withdrawal must:

(1) specify the name of the person having tendered the old notes to be
withdrawn;

(2) identify the old notes to be withdrawn, including the principal
amount of such old notes; and

(3) where certificates for old notes are transmitted, specify the name
in which old notes are registered, if different from that of the
withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to
the exchange agent, then, prior to the release of such certificates the
withdrawing holder must also submit the serial numbers of the particular
certificates to be withdrawn and signed notice of withdrawal with signatures
guaranteed by an eligible institution unless such holder is an eligible
institution. If old notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at Euroclear or Clearstream to be credited with
the withdrawn old notes and otherwise comply with the procedures of such
facility. We will determine all questions as to the validity, form and
eligibility (including time of receipt) of such notices and our determination
will be final and binding on all parties. Any tendered old notes so withdrawn
will be deemed not to have been validly tendered for exchange for purposes of
the exchange offer. Any old notes tendered for exchange but are not exchanged
for any reason will be returned to the holder without cost to such holder. In
the case of old notes tendered by book-entry transfer into the exchange agent's
account at Euroclear or Clearstream, such old notes will be credited to an
account maintained with Euroclear or Clearstream for the old notes as soon as
practicable after withdrawal, rejection of tender or termination of the
exchange offer.

Properly withdrawn old notes may be re-tendered by following one of the
procedures described under "--How to Tender Old Notes for Exchange" above at
anytime on or prior to 5:00 p.m., London time, on the expiration date.

Conditions to the Exchange Offer

We are not required to accept for exchange, or to issue new notes in the
exchange offer for any old notes. We may terminate or amend the exchange offer,
if at any time before the acceptance of such old notes for exchange:

(1) any federal law, statute, rule or regulation shall have been adopted
or enacted which, in our judgment, would reasonably be expected to impair
our ability to proceed with the exchange offer;

(2) any stop order shall be threatened or in effect with respect to the
registration statement of which this prospectus constitutes a part or the
qualification of the indenture under the Trust Indenture Act of 1939, as
amended;

(3) there shall occur a change in the current interpretation by the
staff of the SEC which permits the new notes issued in the exchange offer
in exchange for the old notes to be offered for resale, resold and
otherwise transferred by such holders, other than broker-dealers and any
such holder which is an "affiliate" of our company within the meaning of
Rule 405 under the Securities Act, without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that
such new notes acquired in the exchange offer are acquired in the ordinary
course of such holder's business and such holder has no arrangement or
understanding with any person to participate in the distribution of such
new notes issued in the exchange offer;

(4) there has occurred any general suspension of or general limitation
on prices for, or trading in, securities on any national exchange or in the
over-the-counter market;

(5) any governmental agency creates limits that adversely affect our
ability to complete the exchange offer;

(6) there shall occur any declaration of war, armed hostilities or other
similar international calamity directly or indirectly involving the United
States, or the worsening of any such condition that existed at the time
that we commence the exchange offer;

(7) there shall have occurred a change (or a development involving a
prospective change) in our and our subsidiaries' businesses, properties,
assets, liabilities, financial condition, operations, results of operations
taken as a whole, that is or may be adverse to us; or

(8) we shall have become aware of facts that, in our reasonable
judgment, have or may have adverse significance with respect to the value
of the old notes or the new notes.

The preceding conditions are for our sole benefit and we may assert them
regardless of the circumstances giving rise to any such condition. We may waive
the preceding conditions in whole or in part at any time and from time to time
in our sole discretion. If we do so, the exchange offer will remain open for at
least three (3) business days following any waiver of the preceding conditions.
Our failure at any time to exercise the foregoing rights shall not be deemed a
waiver of any such right and each such right shall be deemed an ongoing right
which we may assert at any time and from time to time.

The Exchange Agent

The Bank of New York has been appointed as our exchange agent for the
exchange offer. All executed letters of transmittal should be directed to our
exchange agent at the address set forth below. Questions and requests for
assistance, requests for additional copies of this prospectus or of the letter
of transmittal should be directed to the exchange agent addressed as follows:

Main Delivery To:
The Bank of New York

By registered mail, hand delivery or overnight courier:

The Bank of New York
One Canada Square
London
E14 5AL
United Kingdom
Attn: Julie McCarthy

For information, call:

011 44 207 964-6582 or
011 44 207 964-6513

By facsimile transmission:
(for eligible institutions only)

011 44 207 964-6369 or
011 44 207 964-7294

Confirm by Telephone:

011 44 207 964-6513

Delivery of the letter of transmittal to an address other than as set forth
above or transmission of such letter of transmittal via facsimile other than as
set forth above does not constitute a valid delivery of such letter of
transmittal.

Fees and Expenses

We will not make any payment to brokers, dealers, or others soliciting
acceptance of the exchange offer except for reimbursement of mailing expenses.

The estimated cash expenses to be incurred in connection with the exchange
offer will be paid by us and are estimated in the aggregate to be approximately
$300,000.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with the
tender of your old notes in the exchange offer. If, however, new notes are to
be delivered to, or are to be issued in the name of, any person other than the
holder of the old notes tendered, or if a transfer tax is imposed for any
reason other than the exchange of old notes in connection with the exchange
offer, then you must pay any such transfer taxes, whether imposed on the
registered holder or on any other person. If satisfactory evidence of payment
of, or exemption

from, such taxes is not submitted with the letter of transmittal, the amount of
such transfer taxes will be billed directly to you.

Consequences of Failing to Exchange Old Notes

Holders who desire to tender their old notes in exchange for new notes
registered under the Securities Act should allow sufficient time to ensure
timely delivery. Neither the exchange agent nor our company is under any duty
to give notification of defects or irregularities with respect to the tenders
of old notes for exchange.

Old notes that are not tendered or are tendered but not accepted will,
following the consummation of the exchange offer, continue to be subject to the
provisions in the indenture regarding the transfer and exchange of the old
notes and the existing restrictions on transfer set forth in the legend on the
old notes and in the offering circular dated March 6, 2001, relating to the old
notes. Except in limited circumstances with respect to specific types of
holders of old notes, we will have no further obligation to provide for the
registration under the Securities Act of such old notes. In general, old notes,
unless registered under the Securities Act, may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. We do not currently
anticipate that we will take any action to register the untendered old notes
under the Securities Act or under any state securities laws.

Upon completion of the exchange offer, holders of the old notes will not be
entitled to any further registration rights under either of the Registration
Rights Agreements, except under limited circumstances.

Holders of the new notes and any old notes which remain outstanding after
consummation of the exchange offer will vote together as a single class for
purposes of determining whether holders of the requisite percentage of the
class have taken certain actions or exercised certain rights under the
indenture.

Consequences of Exchanging Old Notes

Based on interpretations of the staff of the SEC, as set forth in no-action
letters to third parties, we believe that the new notes may be offered for
resale, resold or otherwise transferred by holders of such notes, other than by
any holder which is an "affiliate" of our company within the meaning of Rule
405 under the Securities Act. The new notes may be offered for resale, resold
or otherwise transferred without compliance with the registration and
prospectus delivery provisions of the Securities Act, if:

(1) the new notes are acquired in the ordinary course of such holder's
business; and

(2) such holder, other than broker-dealers, has no arrangement or
understanding with any person to participate in the distribution of the new
notes.

However, the SEC has not considered the exchange offer in the context of a
no-action letter and we cannot guarantee that the staff of the SEC would make a
similar determination with respect to the exchange offer as in such other
circumstances.

Each holder, other than a broker-dealer, must furnish a written
representation, at our request, that:

(1) it is not an affiliate of ours;

(2) it is not engaged in, and does not intend to engage in, a
distribution of the new notes and has no arrangement or understanding to
participate in a distribution of the new notes;

(3) it is acquiring the new notes in the ordinary course of its
business; and

(4) it is not acting on behalf of a person who could not make
representations (1)-(3).

Each broker-dealer that receives new notes in the exchange offer for its
own account in exchange for old notes:

. must acknowledge that it acquired such old notes as a result of market-
making or other trading activities; and

. must acknowledge that it must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction, including the delivery of a prospectus that contains
information with respect to any selling holder required by the Securities
Act in connection with any resale of the notes issued in the exchange
offer.

Furthermore, any broker-dealer that acquired any of its outstanding notes
directly from our company:

. may not rely on the applicable interpretation of the staff of the SEC's
position contained in Exxon Capital Holdings Corp., SEC No-Action Letter
(April 13, 1989), Morgan Stanley & Co., Inc., SEC No-Action Letter (June
5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1983); and

. must also be named as a selling noteholder in connection with the
registration and prospectus delivery requirements of the Securities Act
relating to any resale transaction.

See "Plan of Distribution" for a discussion of the exchange and resale
obligations of broker-dealers in connection with the exchange offer.

In addition, to comply with state securities laws of certain jurisdictions,
the new notes may not be offered or sold in any state unless they have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with by the holders
selling the new notes. We have agreed in both Registration Rights Agreements
that, prior to any public offering of transfer restricted securities, we will
register or qualify the transfer restricted securities for offer or sale under
the securities laws of any jurisdiction requested by a holder. Unless a holder
requests, we currently do not intend to register or qualify the sale of the
new notes in any state where an exemption from registration or qualification
is required and not available. "Transfer restricted securities" means each old
note until:

(1) the date on which such old note has been exchanged by a person other
than a broker-dealer for a new note;

(2) following the exchange by a broker-dealer in the exchange offer of
an old note for a new note, the date on which the new note is sold to a
purchaser who receives from such broker-dealer on or prior to the date of
such sale a copy of this prospectus;

(3) the date on which such old note has been effectively registered
under the Securities Act and disposed of in accordance with a shelf
registration statement that we file in accordance with each of the
Registration Rights Agreements; or

(4) the date on which such old note is distributed to the public in a
transaction under Rule 144 of the Securities Act.

THE CONSENT SOLICITATION

Purpose of the Consent Solicitation

Concurrently with the exchange offer, we are soliciting consents from you to
amend the indenture governing the old notes so that any Additional Notes issued
pursuant to such indenture will no longer be required to be issued in minimum
aggregate principal amounts of (Euro)50 million (or $50 million, in the case of
U.S. dollar denominated notes) per issuance but will be permitted to be issued
by our company and be authenticated and delivered in any aggregate principal
amount per issuance, not to exceed (Euro)500 million, in the case of Euro
denominated notes, or $500 million, without duplication, in the case of U.S.
dollar denominated notes, issued under such indenture from time to time.

Consent Procedure

Holders of the old notes who tender their old notes for exchange pursuant to
the exchange offer will be deemed to have consented to the proposed amendments
to the indenture unless the appropriate box voting "No" is checked on the
letter of transmittal.

Proposed Amendments

Set forth below are the proposed amendments to the indenture in the form
that will be adopted in the first supplemental indenture to the indenture. Once
the proposed amendments become operative, each holder of an old note or a new
note will be bound by the proposed amendments regardless of whether such holder
consented to the proposed amendments. A copy of the first supplemental
indenture containing the proposed amendments is an exhibit to the registration
statement of which this prospectus forms a part.

Additional Notes (Amendment to Section 1.01 (Definition--Additional Notes)).
Set forth below is the definition of "Additional Notes" contained in Section
1.01 of the indenture as amended and restated by the proposed amendments. The
amended definition has been marked to show changes from the existing definition
in the indenture.

"Additional Notes" means (DELETE) not less than EU50 million (or $50
million, in the case of Dollar Notes) per issuance in aggregate principal
amount of (DELETE) Notes (other than the Initial Notes and other than Exchange
Notes issued pursuant to an exchange offer for such Additional Notes under
this Indenture or issuances under Section 2.07 or 2.16) not to exceed
EU500(DELETE)700 (DELETE) million, in the case of Euro Notes (or
$500(DELETE)700(DELETE) million, without duplication, in the case of Dollar
Notes) issued under this Indenture from time to time in accordance with
Sections 2.01, 2.02, 2.18 and 4.12 hereof.

Section 2.18 (Amendment to Section 2.18--Issuance of Additional Notes). Set
forth below is "Section 2.18--Issuance of Additional Notes" as amended and
restated by the proposed amendments. The amended definition has been marked to
show changes from the existing definition in the indenture.

The Company shall be entitled to issue Additional Notes under this
Indenture, which shall have substantially identical terms as the Initial
Notes, other than with respect to the date of issuance, issue price,
currency denomination (in the case of Dollar Notes), amount of interest
payable on the first payment date applicable thereto or upon a registration
default as provided under a registration rights agreement related thereto
and, terms of optional redemption, if any (and, if such Additional Notes
shall be issued in the form of Exchange Notes, other than with respect to
transfer restrictions); provided that such issuance is not prohibited by
Section 4.12; provided, further, that the aggregate principal

value of Notes issued under this Indenture shall not exceed the greater of
EU700 million or $700 million except as provided in Sections 2.07 and 2.08,
such aggregate principal amount to be calculated by the Company at a rate of
EU1.00 per US$0.932535 (DELETE)and provided, further, that no Additional Notes
may be authenticated and delivered in an aggregate principal amount of less
than EU50 million, in the case of Euro Notes (or $50 million, without
duplication, in the case of Dollar Notes) per issuance(DELETE). The Initial
Notes, any Additional Notes and all Exchange Notes issued in exchange therefor
shall be treated as a single class for all purposes under this Indenture in
accordance with Section 2.02.

With respect to any Additional Notes, the Company shall set forth in a
resolution of its Board of Managers (or a duly appointed committee thereof)
and in an Officers' Certificate, a copy of each of which shall be delivered
to the Trustee, the following information:

(1) the aggregate principal amount of such Additional Notes to be
authenticated and delivered pursuant to this Indenture;

(2) the issue price and the issue date of such Additional Notes and the
amount of interest payable on the first payment date applicable thereto;
and

(3) whether such Additional Notes shall be transfer restricted
securities and issued in the form of Initial Notes or shall be registered
securities issued in the form of Exchange Notes, each as set forth in the
Exhibits hereto.

We will make no separate payment for consents delivered in the consent
solicitation.

Revocation of Consent

You may revoke your consent at any time prior to 5:00 p.m., London time, on
the expiration date. If you do not revoke your consent before the exchange
offer expires, your consent is irrevocable.

For a revocation of consent to be effective, you must send a written notice
of revocation of consent to the exchange agent at one of the addresses set
forth under "The Exchange Offer --The Exchange Agent". Any such notice of
revocation of consent must specify the name of the person having given consent.
You need not withdraw tenders of your old notes to revoke your consent to the
proposed amendments to the indenture. You may again consent to the proposed
amendments to the indenture after you have properly revoked your consent by
providing written notice of consent to the exchange agent at one of the
addresses referenced above at any time on or prior to 5:00 p.m., London time,
on the expiration date.

We will determine all questions as to the validity, form and eligibility
(including time of receipt) of such notices and our determination will be final
and binding on all parties.

THE TRANSACTIONS

Summary

At the close of business on June 30, 1999, we acquired assets and stock
representing ICI's polyurethane chemicals, selected petrochemicals (including
ICI's 80% interest in the Wilton olefins facility) and TiO\\2\\ businesses and
Huntsman Specialty Chemicals Corporation's PO business. In addition, at the
close of business on June 30, 1999, we also acquired the remaining 20%
ownership interest in the Wilton olefins facility from BP Chemicals Limited.

On November 2, 2000, we, Huntsman International Holdings, and our affiliate,
Huntsman Specialty, entered into additional agreements with ICI, under which,
subject to certain conditions, ICI has an option to transfer, and Huntsman
Specialty or its permitted designated buyer has a right to buy, ICI's
membership interests in our company. These agreements with ICI also permit the
resale by ICI, subject to certain conditions, of the senior subordinated reset
discount notes of Huntsman International Holdings, settle certain outstanding
indemnification matters under the contribution agreement, provide for the
finalization of certain ancillary agreements contemplated by the contribution
agreement and establish new contractual terms with respect to ICI's obligation
to transfer to us its interests in Nippon Polyurethane.

The chart below shows our current company structure, together with
membership interest ownership:

[CHART SHOWING CURRENT STRUCTURE AND MEMBERSHIP INTEREST OWNERSHIP OF HUNTSMAN
CORPORATION AND ITS AFFILIATES]

Transaction Consideration

Initial Transaction Consideration

In connection with its transfer of its business to us, Huntsman Specialty:

. retained a 60% membership interest in our parent, Huntsman International
Holdings LLC, and

. received approximately $360 million in cash.

In connection with its transfer of its businesses to us, ICI received:

. a 30% membership interest in Huntsman International Holdings,

. approximately $2 billion in cash that was paid in a combination of U.S.
dollars and euros, and

. $945 million aggregate principal amount at maturity of senior discount
notes of Huntsman International Holdings with $242.7 million of accreted
value at issuance.

In connection with this transfer, ICI also acquired, in exchange for cash,
$604.6 million aggregate principal amount at maturity of the senior
subordinated reset discount notes of Huntsman International Holdings with
$265.3 million of accreted value at issuance.

The obligations of the senior discount notes and the senior subordinated
reset discount notes of Huntsman International Holdings are non-recourse to us.

In exchange for $90 million in cash, BT Capital Investors, L.P., J.P. Morgan
Partners (BHCA), L.P. and The Goldman Sachs Group, Inc. received the remaining
10% membership interests in Huntsman International Holdings. Subsequent to June
30, 1999, The Goldman Sachs Group transferred its interests to several of its
affiliates.

Sources Uses
------- ----
(in millions)

Senior secured credit facilities.. $ 1,683 Cash to ICI....................... $2,021
Senior subordinated notes of Cash to BP Chemicals.............. 117
Huntsman International (in U.S. Cash to Huntsman Specialty(a)..... 360
dollars as adjusted at June 30, Issuance of senior and
1999)............................ 807 subordinated discount notes(b)... 508
Cash equity(c).................... 90 Cash distributions to members..... 10
Cash advanced to Huntsman Transaction fees and expenses..... 72
International Holdings by ICI.... 508 ------
------- Total uses...................... $3,088
Total sources................... $ 3,088 ======
=======

- --------
(a) Used for the repayment of Huntsman Specialty debt and the acquisition of
Huntsman Specialty preferred stock.
(b) Represented the aggregate accreted value at issuance of the senior discount
notes of Huntsman International Holdings, which have $945 million aggregate
principal amount at maturity and had $242.7 million of accreted value at
issuance, and the senior subordinated reset discount notes of Huntsman
International Holdings, which have $604.6 million aggregate principal
amount at maturity (based on the initial 8% accretion rate of the notes
without reset) and had $265.3 million of accreted value at issuance.
(c) Represented $90 million cash contribution for 10% of our membership
interests. This implied a $900 million common equity value for our company
at June 30, 1999.

Approximately $1,773 million in cash paid in connection with the purchase
price was funded by:

(1) the $90 million in cash received from BT Capital Investors, J.P.
Morgan Partners (BHCA), L.P. and The Goldman Sachs Group and

(2) funds that we borrowed under our senior secured credit agreement,
which provides an aggregate of $2.07 billion of senior secured credit
facilities. Our obligations under the senior secured credit facilities are
supported by guarantees of Huntsman International Holdings, our domestic
subsidiaries and of Tioxide Group and Tioxide Americas Inc. Payments of the
notes are effectively subordinated in right of payment to our obligations
under our senior secured credit facilities. See "Other Indebtedness--
Description of Credit Facilities" for a more detailed description of our
senior secured credit facilities.

We received approximately $807 million in proceeds from our offering in June
1999 of $600 million and (Euro)200 million of 10 1/8% Senior Subordinated
Notes, which proceeds were applied towards the purchase price of the Huntsman
Specialty and ICI businesses. The new notes have substantially the same terms
as our outstanding senior subordinated notes. We pay interest on our
outstanding senior subordinated notes semi-annually at a rate of 10 1/8% per
annum; our outstanding senior subordinated notes mature on July 1, 2009. These
outstanding notes are guaranteed by Huntsman International Financial LLC,
Tioxide Group and Tioxide Americas Inc., all of which will also guarantee the
new notes offered hereby. See "Other Indebtedness--Description of Our
Outstanding Senior Subordinated Notes" for a more detailed description of our
outstanding notes.

Approximately $508 million of the purchase price was paid in the form of the
discount notes issued by Huntsman International Holdings to ICI. Huntsman
International Holdings issued discount notes to ICI in two classes, senior
discount notes with $242.7 million of accreted value at issuance and senior
subordinated reset discount notes with $265.3 million of accreted value at
issuance, neither of which require cash interest payments. The senior discount
notes accrete interest at a rate of 13.375%. The senior subordinated reset
discount notes accrete interest at a rate of 8% until September 30, 2004 and
will be reset to a new rate after that date. The covenants in the indentures
governing the discount notes are not more restrictive on us than the covenants
contained in the indenture governing the new notes. Both the senior and the
senior subordinated discount notes mature on December 31, 2009.

With the consent of Huntsman International Holdings, ICI has resold the
senior discount notes of Huntsman International Holdings and Huntsman
International Holdings has fulfilled its obligations to register those notes.
Under our November 2000 agreements with ICI, ICI is currently entitled to
require Huntsman International Holdings to assist ICI in the resale of the
senior subordinated reset discount notes of Huntsman International Holdings.

Sale of Equity Interests in Our Parent Company

On November 2, 2000, ICI entered into agreements with Huntsman Specialty,
Huntsman International Holdings and our company, under which ICI has an option
to transfer to Huntsman Specialty or its permitted designated buyers, and
Huntsman Specialty or its permitted designated buyers have a right to buy, the
membership interests in Huntsman International Holdings, our parent company,
that are indirectly held by ICI. Pursuant to such agreements, on October 30,
2001, ICI exercised its put right requiring Huntsman Specialty or its nominee
to purchase ICI's 30% equity stake in Huntsman International Holdings. On
November 2, 2001, ICI and Huntsman Specialty agreed to extend the timetable for
the completion of ICI's put option arrangements under the agreements to allow
time for completion of a new agreement. The negotiations are at an advanced
stage and the parties are negotiating the remaining open issues; however, there
can be no assurance that the parties will reach an agreement. The proposed new
agreement would replace ICI's existing put arrangements and would provide a new
arrangement for the acquisition of ICI's equity stake in Huntsman International
Holdings. See "--Description of Put and Call Options".

ICI has further agreed with us on new contractual terms with respect to
ICI's obligation to transfer its interests in Nippon Polyurethane Industry Co.
Ltd. See "--Adjustments to Consideration". Huntsman International Holdings and
ICI have also agreed to settle certain indemnification matters in relation to
ICI and Huntsman International Holdings has agreed to pay a portion of the
costs of an offering by ICI of the senior subordinated reset discount notes of
Huntsman International Holdings held by ICI. See "--Warranties and
Indemnification". Furthermore, ICI and our company agreed to finalize other
ancillary agreements contemplated by the contribution agreement and to enter
into additional agreements in order to resolve other issues outstanding since
our transaction with ICI in 1999. See "Certain Relationships and Related
Transactions".

Amendment of Indenture Governing Huntsman International Holdings' Notes

Pursuant to our November 2000 agreements with ICI, Huntsman International
Holdings and ICI amended and restated the indenture governing the terms of the
senior subordinated reset discount notes issued by Huntsman International
Holdings. The amendments, among other changes, delayed the date on which the
accretion rate of those notes will be reset until September 30, 2004 and
extended the period during which Huntsman International Holdings can redeem
those notes at the then accreted value until June 30, 2004; the notes will not
then be redeemable until the reset date and will thereafter be redeemable at a
declining premium to accreted value. However, if the closing of the purchase of
the membership interests in Huntsman International Holdings pursuant to the put
option does not take place on or before the final date contemplated under the
option agreement, then Huntsman International Holdings has agreed, subject to
satisfaction of certain conditions, including the receipt of necessary consents
and determinations from third parties, to further amend the terms of the senior
subordinated reset discount notes and the indenture governing those notes so as
to return the indenture and the senior subordinated reset discount notes to
their form prior to the amendment and restatement, which primarily will have
the effect of (1) moving forward the date on which the reset of the accretion
rate will occur, (2) changing the method by which the reset accretion rate is
determined, and (3) shortening the period during which Huntsman International
Holdings may optionally redeem the senior subordinated reset discount notes.

Adjustments to Consideration

ICI was not in a position to transfer its interests in Nippon Polyurethane
Industry Co. Ltd. and Arabian Polyol Company Limited to us at the closing of
the transaction contemplated by the contribution agreement. Under the terms of
the contribution agreement under which we acquired ICI's and Huntsman
Specialty's businesses, we did not receive a purchase price adjustment with
respect to those retained joint venture interests. Instead, ICI has agreed to
hold the retained joint venture interests for our benefit and to pay to us any
dividends received from the joint ventures, and we agreed to indemnify ICI for
any losses relating to any such retained joint venture interest from the
closing until such time as such interests are transferred to us or we receive a
refund with respect to such interests. ICI is required to pay us an amount
equal to the higher of $3 million and the fair market value as of the closing
of our transaction with ICI of the Arabian Polyol joint venture interest if
either (1) any of the other joint venture partners exercise a right of first
refusal to acquire that joint venture interest or (2) on or before June 30,
2001, ICI has not obtained all consents necessary to transfer that interest to
us. In addition, and pursuant to the contribution agreement as modified by our
November 2000 agreements with ICI, ICI has agreed to pay us $31 million in
respect of the
Nippon Polyurethane joint venture interest because ICI determined that it would
not be able to obtain all consents necessary to transfer that interest to us on
or before March 31, 2001. We do not believe the failure by ICI to transfer
these interests will have a material adverse impact on our results of
operations or cash flows.

Warranties and Indemnification

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

Description of Put and Call Options

Under our November 2000 agreements with ICI, ICI has an option to transfer
to Huntsman Specialty or its permitted designated buyers, and Huntsman
Specialty or its permitted designated buyers have a right to buy, the
membership interests in Huntsman International Holdings, our parent company,
that are indirectly held by ICI. ICI exercised its put option on October 30,
2001. On November 2, 2001, ICI and Huntsman Specialty agreed to extend the
timetable for the completion of ICI's put option arrangements under the
agreements to allow time for completion of a new agreement. The negotiations
are at an advanced stage and the parties are negotiating the remaining open
issues; however, there can be no assurance that the parties will reach an
agreement. The proposed new agreement would replace ICI's existing put
arrangements and would provide a new arrangement for the acquisition of ICI's
equity stake in Huntsman International Holdings. Huntsman Specialty may select
a buyer approved by ICI and the other holders of our membership interests to
purchase all or a portion of the membership interests. Pre-approved buyers
include Jon M. Huntsman and members of his family; entities at least 80% owned
either by Huntsman Corporation, members of the Huntsman family, Kerry Packer (a
minority interest holder of Huntsman Petrochemical Corporation), members of the
Packer family; a subsidiary of Huntsman International Holdings or any affiliate
of a financial institution, provided that such financial institution cannot own
more than 14.99% of the outstanding membership interests of Huntsman
International Holdings. If Huntsman Specialty selects Huntsman International
Holdings or any of its subsidiaries to be a buyer of ICI's membership
interests, our agreement with ICI provides that any portion of the purchase
price payable by Huntsman International Holdings and its subsidiaries in excess
of $70 million must come from funds contributed to Huntsman International
Holdings or any of its subsidiaries immediately prior to the closing of the
purchase of ICI's membership interests. The parties' obligations to complete
any such sale will be subject to receipt of regulatory approval and necessary
third party consents. As part of the original agreement with ICI relating to
the creation of our company, ICI agreed not to engage, for a period of two
years following ICI's sale of its interests in our company, in any business in
which our company would at that time be engaged. Pursuant to the November 2000
agreements, the duration of this non-competition obligation of ICI in favor of
our company will be extended to three years following the completion of the
sale by ICI of its interests in our company (note, however, that this non-
competition obligation of ICI does not apply to the ethyleneamines business
acquired from Dow in February 2001 or to the European surfactants operations
acquired from Albright & Wilson in March 2001).

Under the terms of an agreement between Huntsman Specialty and BT Capital
Investors, L.P., J.P. Morgan Partners (BHCA), L.P., GS Mezzanine Partners, L.P.
and GSMP(HICI), Inc., each of these institutional investors has the right to
require Huntsman Specialty to purchase

their respective membership interests in Huntsman International Holdings
contemporaneously with any exercise of the Huntsman Specialty and ICI put and
call arrangements, except as described below. In addition, each such
institutional investor has the right to require Huntsman Specialty to purchase
its membership interest in Huntsman International Holdings at any time after
June 30, 2004. Each such institutional investor also has an option to require
Huntsman Specialty to purchase its membership interest in Huntsman
International Holdings following the occurrence of a change of control of
Huntsman International Holdings or Huntsman Corporation. Huntsman Specialty has
the option to purchase all outstanding membership interests owned by the
institutional investors at any time after June 30, 2006. The exercise price for
each of these put and call options will be the value of our business as agreed
between Huntsman Specialty and the institutional investors or as determined by
a third party at the time of the exercise of the put or call option. If
Huntsman Specialty, having used commercially reasonable efforts, does not
purchase such membership interests, the selling institutional investor will
have the right to require Huntsman International Holdings to register such
membership interests for resale under the Securities Act.

In addition, and in the event that ICI completes the transfer of its
membership interests in Huntsman International Holdings pursuant to our
November 2000 transaction with ICI, GS Mezzanine Partners, L.P. and GSMP(HICI),
Inc., who collectively own a 1.1% membership interest in Huntsman International
Holdings, have agreed to transfer those interests to Huntsman Specialty or its
designee in exchange for approximately $13.5 million plus interest from
November 30, 2000 until the completion of such sale.

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. The net proceeds
from the sale of the old notes to the initial purchasers was approximately
(Euro)255 million, which includes approximately (Euro)5 million of interest
accrued prior to the issue date of the old notes paid by the initial
purchasers. We used the net proceeds from the March 13th Offering and the May
1st Offering to fund our acquisition of Albright & Wilson's European
surfactants business and to reduce borrowings under the revolving loan facility
of our senior credit facilities.

CAPITALIZATION

The following table sets forth the capitalization of our company as of
September 30, 2001. The information set forth below is unaudited and should be
read in conjunction with "Unaudited Pro Forma Financial Data" and audited and
unaudited financial statements of Huntsman International and the related notes
included elsewhere in this prospectus. Except as set forth in the table below,
there has been no material change in the capital of our company since September
30, 2001.

As of
September 30,
2001
-------------

Cash.............................................................. $ 43
======
Long-term debt:
Senior secured credit facilities................................ $1,540
Senior subordinated notes....................................... 1,019
Other long-term debt............................................ 18
------
Total long-term debt.............................................. 2,577
Equity(a)......................................................... 1,148
------
Total capitalization.............................................. $3,725
======

- --------
(a) At September 30, 2001, our total authorized membership interests consisted
of 1,000 units, all of which were issued and outstanding.

UNAUDITED PRO FORMA
FINANCIAL DATA

The unaudited pro forma condensed statement of operations data for the year
ended December 31, 2000 and the nine months ended September 30, 2001 gives
effect to the issuance of (Euro)250 million in senior subordinated notes and
the securitization of certain receivables on December 21, 2000 as if they had
occurred on January 1, 2000. The unaudited pro forma financial data does not
purport to be indicative of the combined results of operations of future
periods or indicative of results that would have occurred had our transactions
referred to above been consummated on the dates indicated. The pro forma and
other adjustments, as described in the accompanying notes to the unaudited pro
forma condensed statements of operations, are based on available information
and certain assumptions that management believes are reasonable. You should
read the unaudited pro forma financial data in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our audited and unaudited financial statements included elsewhere in this
prospectus.

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2000
(in millions)

Pro Forma
Huntsman Pro Forma Huntsman
International Adjustments International
------------- ----------- -------------

Sales--net............................ $4,448 $4,448
Cost of sales......................... 3,706 3,706
------ ------
Gross profit.......................... 742 742
Operating expenses.................... 331 331
------ ------
Operating income...................... 411 411
Interest expense--net................. 222 $ 6(a) 228
Loss on sale of receivables........... 2 14(b) 16
Other (income) expense................ 3 -- 3
------ ---- ------
Income (loss) before income tax....... 184 (20) 164
Income tax expense ................... 30 -- 30
Minority interest..................... 3 -- 3
------ ---- ------
Income (loss) from continuing
operations........................... $ 151 $(20) $ 131
====== ==== ======
Other Data:
Depreciation and amortization....... $ 216 $ 216

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(in millions)

Pro Forma
Huntsman Pro Forma Huntsman
International Adjustments International
------------- ----------- -------------

Sales--net............................ $3,569 $3,569
Cost of sales......................... 3,093 3,093
------ ------
Gross profit.......................... 476 476
Operating expenses.................... 280 280
------ ------
Operating income...................... 196 196
Interest expense--net................. 172 $ 5(a) 177
Loss on sale of receivables........... 7 7
Other (income) expense................ (4) -- (4)
------ --- ------
Income (loss) before income tax....... 21 (5) 16
Income tax expense ................... (47) -- (47)
Minority interest..................... 2 -- 2
------ --- ------
Income (loss) from continuing
operations........................... $ 66 $(5) $ 61
====== === ======
Other Data:
Depreciation and amortization....... $ 178 $ 178

- --------
(a) Reflects the sum of the following:

Year Ended Nine Months
December 31, Ended September 30,
2000 2001
------------ -------------------
(in millions)

Interest on the new notes................. $ 23 $ 5
Reduction in interest expense due to
reduction of debt from proceeds of the
securitization of receivables............ (17) --
---- ----
$ 6 $ 5
==== ====

(b) Reflects the loss on the securitization of receivables.

SELECTED HISTORICAL FINANCIAL DATA

The selected financial data set forth below presents the historical
financial data of our company, Huntsman Specialty, our predecessor, and the
predecessor of Huntsman Specialty, as of the dates and for the periods
indicated. Effective March 1, 1997, Huntsman Specialty purchased from Texaco
Chemical, Inc. its PO business. The selected financial data as of and for the
nine-month periods ended September 30, 2001 and 2000 has been derived from the
unaudited financial statements of our company included elsewhere in this
prospectus. The selected financial data as of December 31, 2000 and 1999, the
year ended December 31, 2000, the six months ended December 31, 1999, the six
months ended June 30, 1999, and the year ended December 31, 1998, has been
derived from the audited financial statements of our company included elsewhere
in this prospectus. The selected financial data as of June 30, 1999 has been
derived from the unaudited financial statements of Huntsman Specialty. The
selected financial data as of December 31, 1998, 1997 and 1996 and for the ten
months ended December 31, 1997, for the two months ended February 28, 1997, and
the year ended December 31, 1996, has been derived from audited financial
statements. You should read the selected financial data in conjunction with
"Unaudited Pro Forma Financial Data", "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our audited historical
financial statements, and the accompanying notes included elsewhere in this
prospectus.

Huntsman International Huntsman Specialty(1) Predecessor(1)
------------------------------------- ---------------------------- -------------------
Nine Nine Six Ten
Months Months Year Months Six Months Year Months Two Months Year
Ended Ended Ended Ended Ended Ended Ended Ended Ended
Sept. 30, Sept. 30, Dec. 31, Dec. 31, June 30, Dec. 31, Dec. 31, Feb. 28, Dec. 31,
2001 2000 2000 1999 1999 1998 1997 1997 1996
--------- --------- -------- -------- ---------- -------- -------- ---------- --------
(dollars in
(dollars in millions) (dollars in millions) millions)

Statement of Income
Data:
Sales--net.............. $3,569 $3,346 $4,448 $1,997 $192 $339 $ 348 $61 $405
Cost of sales........... 3,093 2,764 3,706 1,602 134 277 300 65 377
------ ------ ------ ------ ---- ---- ----- --- ----
Gross profit (loss)..... 476 582 742 395 58 62 48 (4) 28
Operating expenses...... 280 250 331 198 5 8 8 2 19
------ ------ ------ ------ ---- ---- ----- --- ----
Operating income
(loss)................. 196 332 411 197 53 54 40 (6) 9
Interest expense--net... 172 165 222 104 18 40 35 -- --
Loss on securitization
of receivables......... 7 -- 2 -- -- -- -- -- --
Other expense (income)
....................... (4) 2 3 (7) -- (1) -- -- (10)
------ ------ ------ ------ ---- ---- ----- --- ----
Income (loss) before
income tax............. 21 165 184 100 35 15 5 (6) 19
Income tax expense
(benefit).............. (47) 22 30 18 13 6 2 (2) 7
Minority interest....... 2 2 3 1 -- -- -- -- --
------ ------ ------ ------ ---- ---- ----- --- ----
Income (loss) from
continuing operations
before accounting
changes................ 66 141 151 81 22 9 3 (4) 12
Cumulative effect of
accounting change...... (1) -- -- -- -- -- -- -- --
------ ------ ------ ------ ---- ---- ----- --- ----
Net income (loss)....... $ 65 $ 141 $ 151 $ 81 $ 22 $ 9 $ 3 $(4) $ 12
====== ====== ====== ====== ==== ==== ===== === ====
Other Data:
Depreciation and
amortization........... $ 178 $ 160 $ 216 $ 105 $ 16 $ 31 $ 26 $ 1 $--
EBITDA(2)............... 371 490 622 309 69 86 66 1 49
Net cash provided by
(used in) operating
activities............. 188 196 412 256 40 46 37 (5) 48
Net cash used in
investing activities... (405) (274) (356) (2,519) (4) (10) (510) (1) (1)
Net cash provided by
(used in) financing
activities............. 216 54 (131) 2,402 (34) (43) 483 6 (47)
Capital expenditures.... 199 125 205 132 4 10 2 1 1
Ratio of earnings to
fixed charges(3)....... 1.1x 2.0x 1.8x 1.9x 2.9x 1.4x 1.1x -- 2.7x
Balance Sheet Data (at
period end):
Working capital(4)...... $ 324 $ 457 $ 274 $ 370 $ 28 $ 28 $ 40 $ 39
Total assets............ 4,995 4,775 4,815 4,818 578 578 594 292
Long-term debt(5)....... 2,577 2,505 2,350 2,505 396 428 464 --
Total liabilities(6).... 3,847 3,694 3,686 3,714 528 547 569 287
Stockholders' and
members' equity........ 1,148 1,081 1,129 1,104 50 31 25 5

- --------
(1) Prior to March 1, 1997, Texaco Chemical leased substantially all of the
plant and equipment of the PO business under an operating lease agreement.
Also, Texaco Chemical received interest income on net intercompany advances
prior to the acquisition by Huntsman Specialty. Historical rental expense
for two months ended February 28, 1997 and the year ended December 31, 1996
was $6 million and $34 million, respectively. Depreciation and amortization
is net of $0 million and $6 million of amortization of deferred income and
suspense credits related to the lease for the two months ended February 28,
1997 and the year ended December 31, 1996. Interest income (expense) on net
intercompany advances was $4 million for the year ended December 31, 1996.
No interest was charged or credited during the two months ended February
28, 1997.
(2) EBITDA is defined as earnings from continuing operations before interest
expense, depreciation and amortization, and taxes. Prior to March 1, 1997,
EBITDA excludes interest income on net intercompany investments and
advances to Texaco Chemical and rental expenses (see footnote (1) above).
EBITDA is included in this prospectus because it is a basis on which we
assess our financial performance and debt service capabilities, and because
certain covenants in our borrowing arrangements are tied to similar
measures. However, EBITDA should not be considered in isolation or viewed
as a substitute for cash flow from operations, net income or other measures
of performance as defined by GAAP or as a measure of a company's
profitability or liquidity. We understand that while EBITDA is frequently
used by security analysts, lenders and others in their evaluation of
companies, EBITDA as used herein is not necessarily comparable to other
similarly titled captions of other companies due to potential
inconsistencies in the method of calculation.
(3) The ratio of earnings to fixed charges has been calculated by dividing (A)
income before income taxes plus fixed charges by (B) fixed charges. Fixed
charges are equal to interest expense (including amortization of deferred
financing costs), plus the portion of rent expense estimated to represent
interest. Earnings were insufficient to cover fixed charges by $6 million
for the two months ended February 28, 1997.
(4) Working capital represents total current assets, less total current
liabilities, excluding cash and the current maturities of long-term debt.
(5) Long-term debt includes the current portion of long-term debt.
(6) Total liabilities includes minority interests and mandatorily redeemable
preferred stock of $74 million, $72 million and $68 million at June 30,
1999, December 31, 1998 and 1997, respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

General

On June 30, 1999, we received capital contributions of cash and U.S.
operating assets from our parent company, Huntsman International Holdings, a
joint venture between Huntsman Specialty, ICI and institutional investors. With
this capitalization, we acquired ICI's polyurethane chemicals, petrochemicals
(including ICI's 80% interest in the Wilton olefins facility), and TiO\\2\\
businesses, and Huntsman Specialty's PO business. In addition, we acquired the
remaining 20% ownership interest in the Wilton olefins facility from BP
Chemicals. For a further discussion of these transactions, see "The
Transactions".

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

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

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

Huntsman
Specialty
Predecessor
Company
-----------------
Nine Nine Six Six
Months Months Year Months Months Year
Ended Ended Ended Ended Ended Ended
Sept. 30, Sept. 30, Dec. 31, Dec. 31, June 30, Dec. 31,
2001 2000 2000 1999 1999 1998
--------- --------- -------- -------- -------- --------

Revenues................ $3,569 $3,346 $4,448 $1,997 $192 $339
Cost of goods sold...... 3,093 2,764 3,706 1,602 134 277
------ ------ ------ ------ ---- ----
Gross profit............ 476 582 742 395 58 62
Expenses of selling,
general and
administrative,
research and
development............ 280 250 331 198 5 8
------ ------ ------ ------ ---- ----
Operating income........ 196 332 411 197 53 54
Interest expense, net... 172 165 222 104 18 40
Loss on sale of accounts
receivable............. 7 -- 2
Other expense (income).. (4) 2 3 (7) -- (1)
------ ------ ------ ------ ---- ----
Income before income
taxes and minority
interest............... 21 165 184 100 35 15
Income tax expense...... (47) 22 30 18 13 6
Minority interests in
subsidiaries........... 2 2 3 1 -- --
------ ------ ------ ------ ---- ----
Net income before
accounting change...... 66 141 151 81 22 9
Cumulative effect of
accounting change...... (1) -- -- -- -- --
------ ------ ------ ------ ---- ----
Net income.............. $ 65 $ 141 $ 151 $ 81 $ 22 $ 9
====== ====== ====== ====== ==== ====

Three and Nine Months Ended September 30, 2001 Compared to Three and Nine
Months Ended September 30, 2000 (unaudited).

Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2001 2000 2001 2000
------------- ------------- ------------- -------------
(in millions)

Specialty Chemicals
sales.................. $ 631 $ 549 $1,937 $1,589
Petrochemicals sales.... 282 345 953 1,017
Tioxide sales........... 220 243 679 740
------ ------ ------ ------
Total revenues.......... 1,133 1,137 3,569 3,346
Cost of goods sold...... 993 942 3,093 2,764
------ ------ ------ ------
Gross profit............ 140 195 476 582
Expenses of selling,
general,
administrative,
research and
development............ 94 88 280 250
------ ------ ------ ------
Operating income........ 46 107 196 332
Interest expense, net... 58 56 172 165
Loss on sale of accounts
receivable............. 2 -- 7 --
Other (income) expense.. 1 1 (4) 2
------ ------ ------ ------
Net income before income
taxes and minority
interest............... (15) 50 21 165
Income tax expense...... (50) 8 (47) 22
Minority interests in
subsidiaries........... 1 1 2 2
------ ------ ------ ------
Net income before
accounting change...... 34 41 66 141
Cumulative effect of
accounting change...... -- -- (1) --
------ ------ ------ ------
Net income.............. $ 34 $ 41 $ 65 $ 141
====== ====== ====== ======
Depreciation and
amortization........... $ 61 $ 53 $ 178 $ 160
====== ====== ====== ======
EBITDA (1).............. $ 104 $ 159 $ 371 $ 490
Loss on sale of accounts
receivable (2)......... 2 -- 7 --
------ ------ ------ ------
Adjusted EBITDA......... $ 106 $ 159 $ 378 $ 490
====== ====== ====== ======

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

Results of Operations

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000

Revenues. Revenues for the three months ended September 30, 2001 remained
relatively unchanged at $1,133 million compared to $1,137 million during the
same period in 2000. The

slight decrease in revenues resulted from decreases in sales in both the
petrochemicals and tioxide segments, which were offset by an increase in sales
in the Company's specialty chemicals segment. Sales in the specialty chemicals
segment benefited from the acquisition of the TPU, ethyleneamines and
surfactants businesses.

Specialty Chemicals--Our specialty chemicals sales, excluding the effect of
non-comparable acquisitions, decreased by $46 million, or 8%, for the three
months ended September 30, 2001 as compared to the same period in 2000. Total
specialty chemicals sales increased by $82 million, or 15%, for the three
months ended September 30, 2001 as compared to the same period in 2000. Total
MDI sales volumes decreased by 9% from the 2000 period. Recovery in the Asian
economies led to an increase in sales volumes of 2% in that region, while in
Europe, sales volumes fell by 1%. In the Americas, sales volumes decreased by
18% from the prior year due to weaker demand resulting from economic slowdown.
Polyol sales volumes grew by 10% with the increase attributable to increased
sales volumes in Asia, Europe and the Americas. Higher polyols sales volumes
were partially offset by a 1% decrease in average selling prices compared to
the same period in 2000. Decreased average selling prices were largely the
result of the weakening in the value of the euro versus the U.S. dollar. PO
sales revenue decreased by 2%, resulting from a 22% decrease in average selling
price which was partially offset by a 25% increase in sales volumes. MTBE sales
revenue fell by 20% due to a 22% decrease in average selling price for MTBE.
The decrease in average selling price for MTBE is primarily attributable to
reduced demand for MTBE in reformulated gasoline. Non-comparable sales from
TPU, ethyleneamines and surfactants were $128 million. Ethyleneamines and
surfactants were not present in the comparable period in 2000. TPU is included
beginning September of 2000.

Petrochemicals--Our petrochemicals sales decreased by $63 million, or 18%, for
the three months ended September 30, 2001 as compared to the same period in
2000. Sales volumes of ethylene fell by 14% while sales volumes of propylene
decreased by 9%. The reduction in sales was due to material on exchange with
other producers to be returned during our 2002 scheduled turnaround. In
aromatics, sales volumes of benzene rose by 53%, while sales volumes of
cyclohexane fell by 3% due to production limitations. Paraxylene sales fell by
30% due to lower shipments to a significant customer that underwent a plant
overhaul in September. Ethylene, propylene, benzene and cyclohexane average
selling prices were 18%, 29%, 40% and 37% lower, respectively, primarily due to
weaker demand and oversupply in the market.

Tioxide--Our tioxide sales decreased $23 million, or 9%, for the three months
ended September 30, 2001 as compared to the same period in 2000. Sales volumes
decreased by 2% compared to the 2000 period due to weakening of demand,
particularly in the European market. Average selling prices decreased by 7%
with the weakness of the euro against the U.S. dollar contributing to the
decline.

Gross Profit. Gross profit for the three months ended September 30, 2001
decreased by $55 million, or 28%, to $140 million from $195 million in 2000.

Specialty Chemicals--Gross profit on MDI and polyols increased 7% and 10%,
respectively. Lower volumes were more than offset by decreased raw material
costs. Lower average selling prices for MTBE and PO were partly offset by a
significant decrease in the cost of the key PO/MTBE raw materials, including
isobutane, propylene, methanol and by lower energy costs. Non-comparable gross
profit from TPU, ethyleneamines and surfactants was $16 million. Ethyleneamines
and surfactants were not present in the comparable period in 2000. TPU is
included beginning September of 2000.

Petrochemicals--Petrochemicals gross profit decreased by 131% as lower average
selling prices more than offset recent decreases in the price of the main raw
material, naphtha. Gross profit was also reduced by the effect of lower
feedstock prices rolling through to inventory valuations.

Tioxide--Gross profit decreased by 51% for the period as lower revenues and
increased raw material and utility costs more than offset cost reductions from
our on-going manufacturing excellence program.

Selling, General and Administrative Expenses (including Research and
Development Expenses). Selling, general and administrative expenses (including
research and development expenses) ("SG&A (including R&D)") in the three months
ended September 30, 2001 increased by $6 million, or 7%, to $94 million from
$88 million in 2000.

Specialty Chemicals--SG&A (including R&D) in 2001 increased by 9% largely due
to the SG&A expenses associated with businesses acquired since September 30,
2000.

Petrochemicals--SG&A (including R&D) in 2001 decreased 38% primarily due to
foreign currency exchange gains.

Tioxide--SG&A (including R&D) in 2001 increased by 36% primarily due to foreign
currency exchange losses.

Interest Expense. Net interest expense in the three months ended September
30, 2001 remained relatively unchanged compared to the same period in 2000.

Other Expense. Other expense in the three months ended September 30, 2001
remained relatively unchanged compared to the same period in 2000.

Income Taxes. Income taxes in the three months ended September 30, 2001
decreased by $58 million, to a benefit of $50 million from an expense of $8
million in the same period in 2000. The effective income tax rate decreased
from the 2000 period due to a change in the mix of income (loss) earned in the
U.S. versus international locations.

Net Income. Net income in the three months ended September 30, 2001
decreased by $7 million to $34 million from $41 million during 2000 as a result
of the factors discussed above.

Nine Months Ended September 30, 2001 Compared to the Nine Months Ended
September 30, 2000

Revenues. Revenues for the nine months ended September 30, 2001 increased by
$223 million, or 7%, to $3,569 million from $3,346 million during the same
period in 2000. The increase in revenues resulted from decreases in sales in
both the petrochemicals and tioxide segments, which were more than offset by an
increase in sales in our specialty chemicals segment. Sales in the specialty
chemicals segment benefited from the acquisition of the TPU, ethyleneamines,
surfactants and performance chemicals businesses.

Specialty Chemicals--Our specialty chemicals sales, excluding non-comparable
acquisitions, were relatively unchanged compared to the same period in 2000.
Total specialty chemicals sales increased by $348 million, or 22%, for the nine
months ended September 30, 2001, as compared to the same period in 2000. Total
MDI sales volumes remained relatively unchanged compared to the 2000 period. A
strong recovery in the Asian economies led to an increase in sales volumes of
34% in that region, while in Europe, sales volumes grew by 6%. In the

Americas, sales volumes decreased by 14% from the prior year period due to
weaker demand resulting from economic slowdown. Polyol sales volumes grew by 6%
with the increase attributable to increased sales in all three regions. These
gains were offset by a 2% decrease in the average selling price for polyols
compared to the same period in 2000, a substantial portion of which was due to
a weakening in the value of the euro versus the U.S. dollar. PO sales revenues
were relatively unchanged compared to the 2000 period. MTBE sales revenue
increased by 1% due to a 2% increase in volumes, which was partially offset by
a 1% decrease in the average selling price for MTBE. Non-comparative sales from
TPU, ethyleneamines, surfactants and performance chemicals were $354 million.
Ethyleneamines and surfactants were not present in the comparable period in
2000. TPU is included beginning September of 2000 and performance chemicals are
included beginning July of 2000.

Petrochemicals--Our petrochemicals sales decreased by $64 million, or 6%, for
the nine months ended September 30, 2001, as compared to the same period in
2000. Sales volumes of ethylene fell by 10% while sales volumes of propylene
decreased by 3%. Ethylene production increased by 2% but the reduction in sales
was due to material on exchange with other producers to be returned during our
2002 scheduled turnaround. In aromatics, sales volumes of benzene rose by 32%
while sales volumes of cyclohexane and paraxylene fell by 16% and 7%,
respectively. Ethylene and propylene average selling prices were 9% and 15%,
lower, respectively. Benzene and cyclohexane average selling prices were 9% and
10% lower, respectively. Paraxylene average selling price increased by 4%.

Tioxide--Our tioxide sales decreased by $61 million, or 8%, for the nine months
ended September 30, 2001, as compared to the same period in 2000. Sales volumes
decreased by 6% compared to the 2000 period due to weakening of demand,
particularly in the European and American markets. Average selling prices
decreased by 3% as higher local currency selling prices were more than offset
by the weakness of the euro against the U.S. dollar.

Gross Profit. Gross profit for the nine months ended September 30, 2001
decreased by $106 million, or 18%, to $476 million from $582 million in 2000.

Specialty Chemicals--Gross profit on MDI and polyols decreased 8% and 10%,
respectively. While polyols benefited from increased sales volumes, this
benefit was more than offset by higher raw material and energy costs and lower
selling prices. Gross profit for PO/MTBE decreased due to lower volumes and
average selling prices combined with an increase in the cost of key PO/MTBE raw
materials including isobutane and methanol, and an increase in energy costs.
Non-comparative gross profit from TPU, ethyleneamines, surfactants and
performance chemicals was $45 million. Ethyleneamines and surfactants were not
present in the comparable period in 2000. TPU is included beginning September
of 2000 and performance chemicals are included beginning July of 2000.

Petrochemicals--Petrochemicals gross profit decreased by 74% due to lower
average selling prices discussed above. The price of the main raw material,
naphtha, has decreased 8%, with the entire decrease occurring in the third
quarter of 2001. This decrease was more than offset by lower average selling
prices for petrochemical products. The weakness of the euro against the U.S.
dollar has also contributed to the decrease in gross profit.

Tioxide--Gross profit decreased by 26% for the period as cost reductions from
our on-going manufacturing excellence program were more than offset by lower
revenues and increased raw material and utility costs.

Selling, General and Administrative Expenses (including Research and
Development Expenses). SG&A (including R&D) in the nine months ended September
30, 2001 increased by $30 million, or 12%, to $280 million from $250 million in
2000.

Specialty Chemicals--SG&A (including R&D) in 2001 increased by 20% largely due
to the SG&A expenses associated with businesses acquired since September 30,
2000.

Petrochemicals - SG&A (including R&D) in 2001 decreased by 19% primarily due to
foreign currency exchange gains.

Tioxide--SG&A (including R&D) in 2001 remained relatively unchanged compared to
the 2000 period.

Interest Expense. Net interest expense in the nine months ended September
30, 2001 increased by $7 million, or 4% to $172 million from $165 million in
2000. The increase was primarily due to the decreased fair value of our
interest rate derivative contracts.

Other Income/Expense. Other income in the nine months ended September 30,
2001 increased by $6 million to income of $4 million from an expense of $2
million in the 2000 period, principally as a result of the sale of our interest
in Nippon Polyurethane Industry Co. Limited.

Income taxes. Income taxes in the nine months ended September 30, 2001
decreased by $69 million to a benefit of $47 million from expense of $22
million in the same period in 2000. The effective income tax rate decreased
from the 2000 period due to a change in the mix of income (loss) earned in the
U.S. versus international locations.

Net income. Net income in the 2001 period decreased by $76 million to $65
million from $141 million during 2000 as a result of the factors discussed
above.

2000 Actual Compared to 1999 (Pro Forma)

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

2000 Actual 1999 Pro Forma
----------- --------------
(Millions of Dollars)

Specialty Chemicals sales.......................... $2,109 $1,855
Petrochemical sales................................ 1,383 1,022
Tioxide sales...................................... 956 991
------ ------
Total revenues..................................... 4,448 3,868
Cost of goods sold................................. 3,706 3,096
------ ------
Gross profit....................................... 742 772
Selling, general, administrative, research and
development expenses.............................. 331 409
------ ------
Operating income................................... 411 363
Interest expense, net.............................. 222 216
Loss on sale of accounts receivable................ 2 --
Other expense (income)............................. 3 (7)
------ ------
Income before income taxes and minority interest... 184 154
Income tax expense................................. 30 25
Minority interests in subsidiaries................. 3 1
------ ------
Net income......................................... $ 151 $ 128
====== ======
Depreciation and amortization...................... $ 216 $ 195
====== ======
EBITDA(1).......................................... $ 622 $ 565
Net reduction in corporate overhead allocation and
insurance expenses................................ -- 11
Rationalization of TiO\\2\\ operations............. -- 5
Loss on sale of accounts receivable(2)............. 2 --
------ ------
Adjusted EBITDA.................................... $ 624 $ 581
====== ======

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

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

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

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

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

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

Specialty Chemicals--MDI and polyols benefited from increased sales volumes,
however, this benefit was more than offset by a rise in prices for the major
raw materials of MDI, benzene and chlorine. Gross profit on MDI and polyols
decreased 18% and 26%, respectively. The price

of benzene increased by 57% in the U.S. market and by 49% in the European
market compared to the 1999 period.

Petrochemicals--The petrochemicals gross profit increased by 98% due to
additional volumes and improved contribution margins. The price increases for
our main raw material, naphtha, were partially offset by our hedging
activities. See "--Risk Management".

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

Selling, general and administrative expenses (including research and
development expenses). SG&A in 2000 decreased by $78 million, or 19%, to $331
million from $409 million in 1999.

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

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

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

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

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

Net income. Net income in 2000 increased by $24 million to $151 million from
$127 million during 1999 as a result of the factors discussed above.

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

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

1999 Pro Forma 1998 Pro Forma
-------------- --------------
(Millions of Dollars)

Specialty chemicals sales....................... $1,855 $1,691
Petrochemical sales............................. 1,022 1,029
Tioxide sales................................... 991 951
------ ------
Total revenues.................................. 3,868 3,671
Cost of goods sold.............................. 3,096 3,014
------ ------
Gross profit.................................... 772 657
Selling, general, administrative, research and
development expenses........................... 409 421
------ ------
Operating income................................ 363 236
Interest expense, net........................... 216 225
Other income.................................... 7 9
------ ------
Loss before income taxes and minority interest.. 154 20
Income tax expense.............................. 25 5
Minority interests in subsidiaries.............. 1 2
------ ------
Net income...................................... $ 128 $ 13
====== ======
Depreciation and amortization................... $ 195 $ 179
====== ======
EBITDA(1)....................................... $ 565 $ 424
Net reduction in corporate overhead allocation
and insurance expenses......................... 11 21
Impact of PO facility turnaround and
inspection..................................... -- 19
Rationalization of TiO\\2\\ operations.......... 5 17
------ ------
Adjusted EBITDA................................. $ 581 $ 481
====== ======

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

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

Specialty Chemicals--Total MDI sales volumes increased by 11% from the 1998
period. A strong recovery in the Asian economies led to an increase in sales
volumes of 27%, while in Europe and the Americas sales volumes grew by 7% and
13%, respectively. Polyol sales volumes also grew by 9%, but aniline sales
volumes fell by 16% as more product was

consumed in MDI production. PO sales volumes increased by 16% due largely to
the testing and inspection period in 1998 during which the plant was shut down
for two months. Average sales prices of MTBE increased by 18% compared to 1998
due largely to higher gasoline and crude oil prices. These gains were partially
offset by a decrease in average selling prices for MDI and polyols compared to
1998.

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

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

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

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

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

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

Selling, general and administrative expenses (including research and
development expenses). SG&A in 1999 decreased by $12 million, or 3%, to $409
million from $421 million in 1998.

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

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

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

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

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

Net income. Net income in 1999 increased by $115 million to $128 million
from $13 million during 1998 as a result of the factors discussed above.

Changes in Financial Condition

As of September 30, 2001, our working capital (excluding current portion of
long-term debt) increased by approximately $26.8 million to $366.2 million from
$339.4 million at December 31, 2000. Approximately $64 million of the increase
was attributable to acquisitions completed during the nine months ended
September 30, 2001. This increase was partially offset by a reduction in cash
of approximately $23 million. As of September 30, 2001, our working capital
(including current portion of long-term debt) decreased by $1,515.9 million
from $331.9 million at December 31, 2000 to a negative $1,184.0 million. The
decrease in working capital was the result of the reclassification of our
outstanding borrowings under the Senior Secured Credit Facilities to current
portion of long-term debt.

Liquidity and Capital Resources

Cash

Net cash provided by operating activities for the nine months ended
September 30, 2001 was $187.5 million, as compared to net cash provided by
operating activities of $196.2 million in the same period in 2000. The decrease
in cash provided was attributable to lower net income partially offset by a net
decrease in working capital, excluding acquisitions, during the 2001 period as
compared to 2000.

Net cash used in investing activities for the nine months ended September
30, 2001 was $404.7 million, as compared to $273.8 million for the same period
in 2000. The increase in cash used was attributable to increased capital
expenditures and increased spending on acquisitions during the 2001 period.

Net cash provided by financing activities for the nine months ended
September 30, 2001 was $216.1 million, as compared to net cash provided by
financing activities of $53.9 million for the same period in 2000. During the
2001 period, we issued (Euro)250 million of additional senior subordinated
notes which were used, together with cash flows from operations, to fund
acquisitions, capital expenditures and a portion of net working capital
investment.

Capital Expenditures

Capital expenditures for the nine months ended September 30, 2001 were
$198.7 million, an increase of $73.3 million as compared to the same period in
2000. The increase was primarily attributable to spending associated with the
ongoing expansion of our Greatham, UK titanium dioxide plant. We expect to
spend approximately $50 to $75 million during the balance of 2001 on capital
projects.

Debt

As of September 30, 2001, we had $20 million of outstanding borrowings under
our $400 million revolving credit facility and had approximately $42.7 million
in cash balances. We also maintain $80 million of short-term overdraft
facilities, of which $48 million was available on September 30, 2001.

As of September 30, 2001, we had outstanding variable rate borrowings of
approximately $1,323 and (Euro)236 million. For the nine months ended September
30, 2001, the weighted average interest rate of these borrowings was 8.07% and
6.92%, respectively. These rates do not consider the effects of interest rate
hedging activites.

Huntsman International Holdings has guaranteed on a senior basis our
obligations under the Senior Secured Credit Facilities. Huntsman International
Holdings has also pledged 100% of our membership interests as collateral for
its obligations under the Senior Secured Credit Facilities.

We are not in compliance with one of the financial covenants contained in
the Senior Secured Credit Facilities. As a result, we currently cannot borrow
additional amounts under, or otherwise have access to, the Senior Secured
Credit Facilities. We are pursuing waivers under and amendments to the Senior
Secured Credit Facilities which, among other things, would modify the financial
covenants. There can be no assurance that such waivers and amendments will be
obtained. Unless and until such waivers and amendments are obtained, our
lenders could pursue certain remedies under the Senior Secured Credit
Facilities, including (i) accelerating the debt thereunder, (ii) foreclosing on
Huntsman International Holdings' pledge of our equity, and (iii) requiring
Huntsman International Holdings to fulfill its obligations under its guarantee.
As a result, we have reclassified our borrowings under the Senior Secured
Credit Facilities to current portion of long-term debt.

Acceleration of the debt under the Senior Secured Credit Facilities would
result in an "event of default" under the indentures governing our outstanding
senior subordinated notes and the new notes, which could result in an
acceleration of the obligations thereunder by the Trustee thereof or the
holders of at least 25% in aggregate principal amount of the then outstanding
notes.

A foreclosure on our pledged equity by the lenders under the Senior Secured
Credit Facility would constitute a "change of control" under the indentures
governing our outstanding senior subordinates notes and the new notes. If a
"change of control" occurs, each holder of such notes will have the change of
control put right to require us to purchase all the notes held by such holder
at a purchase price equal to 101% of the principal amount thereof plus accrued
and unpaid interest, if any, as of the date of purchase. Under such
circumstances, there can be no assurance that we would have sufficient funds to
purchase our outstanding senior subordinated notes and the new notes.

A "change of control" could also be triggered by certain events affecting
Huntsman Corporation. As of September 30, 2001, Huntsman Corporation had
approximately $1.4 billion of outstanding borrowings under the HC Credit
Facilities. As collateral for its obligations under the HC Credit Facilities,
Huntsman Corporation has pledged its 80.1% equity ownership interest in
Huntsman Specialty Chemicals Holdings to its lenders. Huntsman Specialty
Chemicals Holdings owns 100% of Huntsman Specialty Chemicals, which directly
owns 60% of the membership interests of Huntsman International Holdings.

Huntsman Corporation is not in compliance with certain financial covenants
contained in the HC Credit Facilities and is seeking an Amendment Agreement
from its lenders. Unless and until an Amendment Agreement is obtained, or until
the lenders' rights are stayed, Huntsman Corporation's lenders could pursue
certain remedies under the HC Credit Facilities, including accelerating the
debt due under the HC Credit Facilities. There can be no assurance that an
Amendment Agreement will be obtained.

Huntsman Corporation, Deutsche Bank Alex.Brown, Inc. and Bankers Trust
Company are currently negotiating a commitment letter pursuant to which
Huntsman Corporation would be provided with a new accounts receivable facility
of not less than $80 million nor more than $150 million (the "New AR
Facility"). Proceeds from the New AR Facility would be used, among other
things, to provide liquidity to Huntsman Corporation and certain of its
affiliates (not including our company or our subsidiaries). The commitment to
provide the new AR Facility is subject to certain conditions, including, but
not limited to, the execution and delivery of the Amendment Agreement and the
completion of satisfactory final documentation relating to the New AR Facility.
There can be no assurance as to the amount or terms of the New AR Facility or
that the New AR Facility will be obtained.

A foreclosure on the Huntsman Specialty Chemicals Holdings stock pledged by
Huntsman Corporation to its lenders would constitute a "change of control"
under the indentures governing our outstanding senior subordinated notes and
the new notes and under the Senior Secured Credit Facilities. The occurrence of
such "change of control" would (i) entitle each holder of our outstanding
senior subordinated notes and the new notes to exercise its change of control
put right and (ii) be an event of default under the Senior Secured Credit
Facilities which could result in an acceleration of the debt thereunder by the
lenders. Our outstanding senior subordinated notes are and the new notes will
be subordinated in right of payment to all our existing and future senior debt,
including the Senior Secured Credit Facilities. Therefore, our obligations to
the lenders under the Senior Secured Credit Facilities would have to be fully
satisfied before we can satisfy any change of control put right of, or make any
payment to, the holders of our outstanding senior subordinated notes and the
new notes. Under such circumstances, there can be no assurance that we would
have sufficient funds to purchase our outstanding senior subordinated notes and
the new notes.

Huntsman Specialty Chemicals Holdings, Huntsman Specialty Chemicals,
Huntsman International Holdings and our company have not guaranteed or provided
any other credit support to the obligations of Huntsman Corporation under the
HC Credit Facilities or under the HC Notes. Neither any events of default under
the HC Credit Facilities or the HC Notes nor the exercise of any remedy by the
lenders thereunder will cause any cross-defaults or cross-accelerations under
(i) the outstanding high-yield notes of Huntsman International Holdings, (ii)
the indentures governing our outstanding senior subordinated notes and the new
notes or (iii) the Senior Secured Credit Facilities, except insofar as
foreclosure on the stock of Huntsman Specialty Chemicals Holdings would
constitute a "change of control" as described in the preceding paragraph.

In early October 2001, Huntsman Corporation engaged Dresdner Kleinwort
Wasserstein, Inc. as its financial advisor and investment banker to assist
Huntsman Corporation and certain of its domestic subsidiaries in identifying
and exploring strategic alternatives, including developing an out of court or
court sanctioned financial restructuring plans.

Conversion to Euro

On January 1, 1999, eleven European countries established fixed conversion
rates between their existing sovereign currencies ("legacy currencies") and
adopted the euro as their common legal currency. The euro and the legacy
currencies are each legal tender for transactions now. Beginning January 1,
2002, the participating countries will issue euro-denominated bills and coins.
By July 1, 2002, each country will withdraw its sovereign currency and
transactions thereafter will be conducted solely in euros. We currently believe
that the conversion to the euro will not have a material effect on our
operations, financial condition or liquidity.

Environmental Matters

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

Our capital expenditures relating to environmental matters for the twelve
months ended December 31, 2000 were approximately $35 million. Capital costs in
2001 are expected to remain at a comparable level for environmental matters.
Capital expenditures are planned to comply with national legislation
implementing the European Union ("EU") Directive on Integrated Pollution
Prevention and Control. Under this directive, the majority of our plants will,
over the next few years, be required to obtain governmental authorizations
which will regulate air and water discharges, waste management and other
matters relating to the impact of operations on the environment, and to conduct
site assessments to evaluate environmental conditions. Although implementing
legislation in most EU member states is not yet in effect, it is likely that
additional expenditures may be necessary in some cases to meet the requirements
of authorizations under this directive. In particular, we believe that related
expenditures to upgrade our wastewater treatment facilities at several sites
may be necessary and associated costs could be material. Wastewater treatment
upgrades unrelated to this initiative also are planned at certain facilities.
In addition, we may incur material expenditures, beyond currently anticipated
expenditures, in complying with EU Directives, particularly the

Directive on Hazardous Waste Incineration and the Seveso II Directive, which
governs major accident hazards. It is also possible that additional
expenditures to reduce air emissions at two of our U.K. facilities may be
material. Capital expenditures relating to environmental matters will be
subject to evolving regulatory requirements and will depend on the timing of
the promulgation of specific standards which impose requirements on our
operations. Therefore, we cannot assure you that material capital expenditures
beyond those currently anticipated will not be required under environmental
laws. See "Business--Environmental Regulations".

Risk Management

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

Our cash flows and earnings are subject to fluctuations due to exchange rate
variation. Short-term exposures to changing foreign currency exchange rates at
certain of our foreign subsidiaries are managed through financial market
transactions, principally through the purchase of forward foreign exchange
contracts (with maturities of six months or less) with various financial
institutions, to reflect the currency denomination of its cash flows. We do not
hedge our currency exposures in a manner that would entirely eliminate the
effect of changes in exchange rates on our cash flows and earnings. As of
September 30, 2001, we had outstanding foreign exchange forward contracts with
third party banks of approximately $15 million. Predominantly, our hedging
activity is to sell forward the majority of our surplus non-U.S. dollar
receivables for U.S. dollars. Using sensitivity analysis, the foreign exchange
loss due to these derivative instruments from an assumed 10% unfavorable change
in year-end rates, when considering the effects of the underlying hedged firm
commitment, is not material.

Under the terms of our senior secured credit facilities, we are required to
hedge a significant portion of our floating rate debt. As of September 30,
2001, we have entered into approximately $646 million notional amount of
interest rate swap, cap and collar transactions, which have terms ranging from
approximately nine months to thirty-nine months. The majority of these
transactions hedge against movements in U.S. dollar interest rates. The U.S.
dollar swap transactions obligate us to pay fixed amounts ranging from
approximately 5.75% to approximately 7.00%. The U.S. dollar collar transactions
carry floors ranging from 5.00% to 6.25% and caps ranging from 6.60% to 7.50%.
We have also entered into a euro-denominated swap transaction that obligates us
to pay a fixed rate of approximately 4.30%. We do not hedge our interest rate
exposure in a manner that would entirely eliminate the effects of changes in
market interest rates on our cash flow and earnings. Assuming a 1% (100 basis
point) increase in U.S. dollar interest rates, the effect on the annual
interest expense would be an increase of approximately $15.2 million. This
increase would be reduced by approximately $2.8 million as a result of the
effects of the interest rate swap, cap and collar transactions described above.

In order to reduce our overall raw material costs, our petrochemical
business enters into various commodity contracts to hedge its purchase of
commodity products. We do not hedge our commodity exposure in a manner that
would entirely eliminate the effects of changes in

commodity prices on our cash flows and earnings. At September 30, 2001, we had
forward purchase and sales contracts for 170,000 and 50,000 tonnes (naphtha and
other hydrocarbons), respectively, which do not qualify for hedge accounting.
Assuming a 10% increase or a 10% decrease in the price per tonne of naptha, the
change would result in gains or losses of approximately $3 million,
respectively.

Recently Issued Financial Accounting Standards

On July 20, 2001, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." The
statements will change the accounting for business combinations and goodwill in
two significant ways. SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Use of the pooling-of-interests method will be prohibited. SFAS No. 142 changes
the accounting for goodwill from an amortization method to an impairment-only
approach. Thus, amortization of goodwill, including goodwill recorded in past
business combinations, will cease upon adoption of that statement, which for us
will be January 1, 2002. We are currently evaluating the effects of adopting
these pronouncements.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible, long-
lived assets and the associated asset retirement costs. This Statement requires
that the fair value of a liability for an asset retirement obligation be
recognized in the period in which it is incurred by capitalizing it as part of
the carrying amount of the long-lived assets. As required by SFAS No. 143, we
will adopt this new accounting standard on January 1, 2003. We are currently
evaluating the effects of adopting this pronouncement.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This Statement establishes a
single accounting model for the impairment or disposal of long-lived assets. As
required by SFAS No. 144, we will adopt this new accounting standard on January
1, 2002. We are currently evaluating the effects of adopting this
pronouncement.

BUSINESS

General

We are a global manufacturer and marketer of specialty and commodity
chemicals through our three principal businesses: specialty chemicals,
petrochemicals and TiO\\2\\. We believe that our company is characterized by
low-cost operating capabilities; a high degree of technological expertise; a
diversity of products, end markets and geographic regions served; significant
product integration; and strong growth prospects.

. Our global specialty chemicals business is a leader in the production of
MDI and MDI-based polyurethane systems, TPU and ethyleneamines. In
addition, our PO business is one of three North American producers of PO.
Our customers use our polyurethane products in a wide variety of
polyurethane applications, including automotive interiors, refrigeration
and appliance insulation, construction products, footwear, furniture
cushioning and adhesives. PO is used in a variety of applications, the
largest of which is the production of polyols sold into the polyurethane
chemicals market. Our surfactants and surfactant intermediates are used
primarily in consumer detergents, toiletries, baby shampoos and personal
care products, as well as in a variety of industrial uses.

. Our petrochemicals business produces olefins and aromatics at integrated
facilities in northern England. Olefins and aromatics are the key
building blocks for the petrochemical industry and are used in plastic,
synthetic fibers, packaging materials and a wide variety of other
applications.

. Our TiO\\2\\ business, which operates under the trade name "Tioxide", is
a market leader in the production of TiO\\2\\. TiO\\2\\ is a white
pigment used to impart whiteness, brightness and opacity to products such
as paints, plastics, paper, printing inks, synthetic fibers and ceramics.

Our company, a Delaware limited liability company, was formed in 1999 in
connection with a transaction between our parent, Huntsman International
Holdings, Huntsman Specialty and ICI. In connection with the transaction,
Huntsman International Holdings acquired, on June 30, 1999, ICI's polyurethane
chemicals, selected petrochemicals and TiO\\2\\ businesses and Huntsman
Specialty's PO business. Huntsman International Holdings also acquired BP
Chemicals' 20% ownership interest in the Wilton olefins facility and certain
related assets. Huntsman International Holdings transferred the acquired
business to us and to our subsidiaries. Huntsman International Holdings owns
all of our membership interests. Huntsman International Holdings' membership
interests are owned 60% by Huntsman Specialty, 30% by ICI and its affiliates
and 10% by institutional investors.

For the year ended December 31, 2000, we had revenues of $4.5 billion,
pro forma EBITDA of $608 million and pro forma adjusted EBITDA of $624 million.
For the nine months ended September 30, 2001, we had revenues of $3.6 billion,
pro forma EBITDA of $371 million and pro forma adjusted EBIDTA of $378 million.
For the year ended December 31, 2000, our specialty chemicals, petrochemicals
and TiO\\2\\ businesses represented 47%, 31% and 22%, respectively, of
revenues. For the nine months ended September 30, 2001, our specialty
chemicals, petrochemicals and TiO\\2\\ businesses represented 54%, 27% and 19%,
respectively, of revenues. For the definitions of pro forma EBITDA and pro
forma adjusted EBITDA, please see note to our "Summary Historical and Pro Forma
Financial Data".

Specialty Chemicals

General

Our specialty chemicals business is composed of:

. the polyurethane chemicals business that we acquired from ICI;

. the PO business that we acquired from Huntsman Specialty;

. the TPU business that we acquired from The Rohm and Haas Company in
August 2000;

. the ethyleneamines business we acquired from Dow in February 2001; and

. the surfactants business we acquired from Rhodia S.A. in April 2001.

We are one of the leading polyurethane chemicals producers in the world in
terms of production capacity. We market a complete line of polyurethane
chemicals, including MDI, TDI, TPU, polyols, polyurethane systems and aniline,
with an emphasis on MDI-based chemicals. Our customers produce polyurethane
products through the combination of an isocyanate, such as MDI or TDI, with
polyols, which are derived largely from PO and ethylene oxide. Primary
polyurethane end-uses include automotive interiors, refrigeration and appliance
insulation, construction products, footwear, furniture cushioning, adhesives
and other specialized engineering applications. According to Chem Systems,
global consumption of MDI was approximately 5.3 billion pounds in 2000, growing
from 2.9 billion pounds in 1992, which represents an 8.1% compound annual
growth rate. This high growth rate is the result of the broad end-uses for MDI
and its superior performance characteristics relative to other polymers.

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

Our production facilities, located in Rozenburg, Netherlands and Geismar,
Louisiana, contribute to making us a market leader in the production of MDI.
These facilities receive raw materials from our company's aniline facilities
located in Wilton, U.K. and Geismar, Louisiana, which are also among the market
leaders. Since 1996, we have invested over $600 million to significantly
enhance our production capabilities through the rationalization of our older,
less efficient facilities and the modernization of our newer facilities at
Rozenburg and Geismar.

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

We use our proprietary technology to manufacture PO and MTBE at our state-
of-the-art facility in Port Neches, Texas. This facility, which is the most
recently built PO manufacturing facility in North America, was designed and
built under the supervision of Texaco and began commercial operations in August
1994. Since acquiring the facility in 1997, we have increased its PO capacity
by approximately 30% through a series of low-cost process improvement

projects. The current capacity of our PO facility is approximately 525 million
pounds of PO per year. We produce PG under a tolling arrangement with Huntsman
Petrochemical Corporation, which has the capacity to produce approximately 130
million pounds of PG per year at a neighboring facility.

Effective April 1, 2001, our specialty chemicals businees acquired the
European surfactants business of Albright & Wilson, a subsidiary of Rhodia S.A.
Our new surface sciences organization (which includes the European surfactants
business acquired from Albright & Wilson) was created as a separate business
unit within the specialty chemicals division during the second quarter of 2001.

Our surface sciences business is a leading manufacturer of surfactants and
surfactant intermediates, with one of the broader market coverage and product
range capabilities among European producers. Our surfactant products are
primarily used in consumer detergent and toiletry products, where the business
offers a complete range of mainstream surfactants, together with a diversified
range of mild surfactants and specialty formulations for baby shampoos and
other personal care applications. We are also an important producer of powder
and liquid laundry detergents and other liquid formulations. In addition, we
offer a wide range of surfactants and formulated specialty products for
industrial applications such as leather and textile treatment, foundry and
construction, agrochemicals, polymers and coatings. Our products are
manufactured in seven facilities located in the United Kingdom, France, Italy
and Spain.

Industry Overview

The polyurethane chemicals industry is estimated to be a $26 billion global
market, consisting primarily of the manufacture and marketing of MDI, TDI and
polyols, according to Chem Systems.

In 2000, according to Chem Systems, MDI, TDI, polyols and other products,
such as specialized additives and catalysts, accounted for 27%, 15%, 44%, and
14% of industry-wide polyurethane chemicals sales, respectively. MDI is used
primarily in rigid foam; conversely, TDI is used primarily in flexible foam
applications that are generally sold as commodities. Polyols, including
polyether and polyester polyols, are used in conjunction with MDI and TDI in
rigid foam, flexible foam and other non-foam applications. TPU is used in
flexible elastomers and other specialty non-foam applications. PO, one of the
principal raw materials for polyurethane chemicals, is primarily used in
consumer durables. The following chart illustrates the range of product types
and end uses for polyurethane chemicals:

[CHART ILLUSTRATING RANGE OF PRODUCT TYPES AND END USES FOR POLYURETHANE
CHEMICALS]

Polyurethane products are created through the reaction of MDI or TDI with a
polyol. Polyurethane chemicals are sold to customers who react the chemicals to
produce polyurethane products. Depending on their needs, customers will use
either commodity polyurethane chemicals produced for mass sales or specialty
polyurethane chemicals tailored for their specific requirements. By varying the
blend, additives and specifications of the polyurethane chemicals,
manufacturers are able to produce and develop a breadth and variety of
polyurethane products. The following table sets forth information regarding the
three principal polyurethane chemicals markets:

[TABLE SETTING FORTH INFORMATION REGARDING THE THREE PRINCIPAL POLYURETHANE
CHEMICALS MARKETS]

MDI. As reflected in the chart above, MDI has a substantially larger market
size and a higher growth rate than TDI primarily because MDI has generally
superior properties and can be used in a broader range of polyurethane
applications than TDI. According to Chem Systems, future growth of MDI is
expected to be driven by the continued substitution of MDI--derived
polyurethane for fiberglass and other materials currently used in insulation
foam for construction. Other high growth markets, such as binders for
reconstituted wood board products, are expected to further contribute to the
continued growth of MDI.

Since 1992, the global consumption of MDI has grown at a compound rate of
8.1%, which exceeds both GDP growth and TDI consumption growth during the same
period, according to Chem Systems. The U.S. and European markets consume the
largest quantities of MDI. Our company is one of the market leaders in MDI. Our
main competitors include Bayer, BASF and Dow.

TDI. The TDI market generally grows at a rate consistent with GDP. The
consumers of TDI consist primarily of numerous manufacturers of flexible foam
blocks sold for use as furniture cushions and mattresses. Flexible foam is
typically the first polyurethane market to become established in developing
countries, and, as a result, development of TDI demand typically precedes MDI
demand.

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

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

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

Aniline. Aniline is an intermediate chemical used primarily as a raw
material to manufacture MDI. Approximately 80% of all aniline produced is
consumed by MDI producers, while the remaining 20% is consumed by synthetic
rubber and dye producers. According to Chem Systems, global capacity for
aniline is approximately 6.7 billion pounds per year. Generally, most aniline
produced is either consumed downstream by the producers of the aniline or is
sold to third parties under long-term supply contracts.

PO. Demand for PO depends largely on overall economic demand, especially
that of consumer durables. Consumption of PO in the U.S. represents
approximately 40% of global consumption. According to Chem Systems, U.S.
consumption of PO was approximately 4.1 billion pounds in 2000, growing from
2.8 billion pounds in 1992, which represents a 4.9% compound annual growth
rate. According to Chem Systems, the following chart illustrates the primary
end markets and applications for PO, and their respective percentages of total
PO consumption:

[CHART ILLUSTRATING PRIMARY END MARKETS AND APPLICATIONS FOR PO, AND THEIR
RESPECTIVE PERCENTAGES OF TOTAL PO CONSUMPTION]

Two U.S. producers, Lyondell and Dow, account for approximately 90% of North
American PO production. We believe that Dow consumes approximately 70% of their
North American PO production in their North American downstream operations, and
that approximately 50% of Lyondell's North American PO production is consumed
internally or sold to Bayer, which recently acquired Lyondell's polyols
business.

MTBE. We currently use our entire production of tertiary butyl alcohol, or
TBA, a co-product of our PO production process to produce MTBE. MTBE is an
oxygenate that is blended with gasoline to reduce harmful vehicle emissions and
to enhance the octane rating of gasoline. Historically, the refining industry
utilized tetra ethyl lead as the primary additive to increase the octane rating
of gasoline until health concerns resulted in the removal of tetra ethyl lead
from gasoline. This led to the increasing use of MTBE as a component in
gasoline during the 1980s. U.S. consumption of MTBE has grown at a compound
annual rate of 15.2% in the 1990s due primarily to the implementation of
federal environmental standards that require improved gasoline quality through
the use of oxygenates. MTBE has experienced strong growth due to its ability to
satisfy the oxygenation requirement of the Clean Air Act Amendments of 1990
with respect to exhaust emissions of carbon monoxide and hydrocarbon

emissions from automobile engines. Some regions of the U.S. have adopted this
oxygenate requirement to improve air quality even though they may not be
mandated to do so by the Clean Air Act. While this trend has further increased
MTBE consumption, the use of MTBE is becoming increasingly controversial and
may be substantially curtailed or eliminated in the future by legislation or
regulatory action. See "--MTBE Developments".

Surface Sciences. The European merchant market for surfactants is valued at
around (Euro)2 billion or two million metric tons per annum. Growth in
surfactants is generally expected to follow Gross Domestic Product growth rates
within the Western Europe for the next several years. Demand growth for
surfactants is viewed as being relatively stable with low cyclicality. The main
consumer product markets for surfactants show considerable innovation both in
formulation and performance. As a consequence, lifetimes for these consumer
(end) products can often be quite short. This affords considerable opportunity
for innovative surfactants manufacturers to provide surfactants and blends with
differentiated specifications and properties. For basic surfactants, pricing
bears a strong relationship to underlying raw material prices and tends to lag
petrochemical prices.

Key Strengths

Our specialty chemicals business is characterized by the following
strengths:

. Leading Producer in an Attractive Industry--We believe that we have a
market leading position in the production capacity of MDI and MDI-based
polyurethane systems, TPUs, ethyleneamines and surfactants. Since 1992,
the global consumption of MDI has grown at a compound rate of 8.1%.

. Technological Leader--We have demonstrated the ability to sustain a
strong record of utilizing state-of-the-art application technology to
develop polyurethane chemical products, surfactant products and
applications. Approximately 30% of our 1999 sales of polyurethane
chemicals were generated from products and applications introduced in the
previous three years. This rapid rate of new product and application
development has led to a high rate of materials substitution, and
correspondingly high MDI sales volume growth of approximately 9.2% per
year over the past 10 years, which is in excess of the industry growth
rate.

. Low-Cost Producer--We are among the lowest total cost MDI producers, and
one of the lowest cost PO producers, in the world, according to Chem
Systems. This is largely due to the scale of our modern facilities and
their integration with their suppliers of the products' primary raw
materials. Since 1996, we have invested over $600 million in order to
significantly enhance our production capabilities through the
rationalization of older, less efficient facilities and the modernization
of newer facilities. Furthermore, because our Port Neches, Texas facility
is less than five years old, we expect our annual maintenance-related
capital expenditures for PO production to be minimal for the next several
years.

. Strength and Quality of Customer Relationships--Our polyurethane
chemicals and surface sciences businesses custom blend our products to
meet each customer's specifications, and we work closely with customers
to develop new and innovative products to meet their needs. We employ
regionally focused and experienced sales forces and technical support
personnel trained to service highly differentiated end markets. By
assisting our customers to overcome production obstacles at their
facilities, we have strengthened our relationships with them and created
new opportunities to develop products for them.

. Long-Term Customer Contracts--Currently, we enjoy the benefit of long-
term contracts under which 100% of our annual PO production,
approximately 95% of our annual MTBE production and over 70% of our
annual PG production is sold to various consumers, including Huntsman
Petrochemical Corporation. Additionally, our principal PO contracts are
structured to effectively reduce our exposure to price volatility in
propylene, the principal raw material in PO, by providing for a variable
processing fee plus the market value of propylene consumed in PO
production.

. Broad Range of End-Use Products for PO--PO is a versatile chemical used
to produce derivative products for a wide array of end-use applications
in a variety of industries, including the home furnishings, construction,
appliance, packaging, automotive and transportation, food, paint, CASE
and cleaning product industries.

Strategy

The strategy for our specialty chemicals business is based on the following
initiatives:

. Build on Our Technological Expertise for Growth--As our PO contracts
expire, we intend to leverage our technological expertise to strengthen
our relationships with existing customers and create opportunities to
service new customers and end-markets. In particular, we are focused on
developing products that will allow us to better serve high-value, high-
growth markets such as the automotive interiors, footwear, and CASE
markets.

. Maintain Low-Cost Leadership--We will continue to focus on process
innovation and invest in low-cost process improvement projects to
incrementally increase the production capacity of our facilities and
maintain our low production cost position. In addition to our large-scale
capacity expansions, we have historically been able to increase the
capacities of our existing MDI, aniline and nitrobenzene facilities for
minimal capital investment. We believe that similar opportunities exist
within our newly-modernized asset base, and we intend to identify and
capture these opportunities going forward.

. Capitalize on Product Synergies--We intend to evaluate selective
opportunities to utilize our PO internally to increase the scope and
scale of our specialty polyol offerings at improved profitability. We
believe we will be able to use our PO production in this manner as a
platform for growth in MDI and TDI sales. Additionally, we believe that
by managing our products and technologies together with Huntsman
Corporation's existing polyurethane catalyst, polyol, and amine
technologies, further benefits will be created for our company.

. Continue to Increase Capacity--Since acquiring our PO facility in 1997,
we have increased our PO capacity by approximately 30% through a series
of low-cost process improvement projects. We believe further low-cost
process improvement opportunities exist throughout our specialty
chemicals business and we will continuously work to implement further
low-cost process improvement projects in this area.

. Surface Sciences--The strategy for our surface sciences business is based
on seeking to expand its profitability through continued product
innovation, targeted marketing programs and possible production
rationalization. We also intend to work where appropriate with the North
American and Pacific Rim surfactants operations of Huntsman Corporation
(affiliates of which own 60% of our membership interests) to increase
product and technology integration to better respond to our customers'
needs.

Sales and Marketing

We manage a global sales force at 45 locations with a presence in 33
countries, which sells our polyurethane chemicals to over 2,000 customers in 67
countries. Our sales and

technical resources are organized to support major regional markets, as well as
key end-use markets which require a more global approach. These key end-use
markets include the appliance, automotive, footwear, furniture, and CASE
industries.

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

We have entered into contractual arrangements with Huntsman Corporation and
Huntsman Petrochemical Corporation, under which Huntsman Corporation and
Huntsman Petrochemical Corporation provide us with all of the management,
sales, marketing and production personnel required to operate our PO business
and our MTBE business. See "Risk Factors--If we are unable to maintain our
relationships with Huntsman Corporation and ICI, then we may not be able to
replace on favorable terms our contracts with them or the services and
facilities that they provide, if at all" and "Certain Relationships and Related
Transactions". We believe that the extensive market knowledge and industry
experience of the sales executives and technical experts provided to us by
Huntsman Corporation and Huntsman Petrochemical Corporation, in combination
with our strong emphasis on customer relationships, have facilitated our
ability to establish and maintain long-term customer contracts. Due to the
specialized nature of our markets, our sales force must possess technical
knowledge of our products and their applications. Our strategy is to continue
to increase sales to existing customers and to attract new customers by
providing quality products, reliable supply, competitive prices and superior
customer service.

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

Our surface sciences business has its own sales and marketing capabilities.
The global and regional headquarters for the business are both located in the
United Kingdom (at Hammersmith and Warley respectively).

Manufacturing and Operations

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

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

Annual Capacities (in millions)
------------------------------------------------------------------------------------
Location MDI TDI Polyols TPU Aniline Nitrobenzene Ethyleneamines PO PG MTBE
-------- ----- --- ------- --- ------- ------------ -------------- --- --- ---------
(pounds) (gallons)

Geismar, Louisiana(a)... 840(a) 90 160 830(b) 1,200(b)
Freeport, Texas......... 160
Osnabruck, Germany...... 20 30
Port Neches, Texas...... 525 130(c) 260
Ringwood, Illinois...... 20
Rozenburg, Netherlands.. 620 120
Shepton Mallet, U.K. ... 50(d)
Wilton, U.K............. 660 810
----- --- --- --- ----- ----- --- --- --- ---
Total.................. 1,460 90 350 50 1,490 2,010 160 525 130 260
===== === === === ===== ===== === === === ===

- --------
(a) The Geismar facility is owned as follows: we own 100% of the MDI, TDI and
polyol facilities, and Rubicon, Inc., a manufacturing joint venture with
Crompton Corp. in which we own a 50% interest, owns the aniline and
nitrobenzene facilities. Rubicon is a separate legal entity that operates
both the assets that we own jointly with Crompton Corp. and our wholly-
owned assets at Geismar.
(b) We have the right to approximately 80% of this capacity under the Rubicon
joint venture arrangements.
(c) We produce under a tolling arrangement with Huntsman Petrochemical
Corporation.
(d) As part of the first phase of a cost reduction program, we have announced
the closure of our Shepton Mallet, U.K. facility in 2002 and the reduction
in force of approximately 200 employees at Shepton Mallet, U.K. and other
locations during the fourth quarter of 2001 and during the first half of
2002.

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

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

We use a proprietary manufacturing process to manufacture PO. We own or
license all technology, know-how and patents developed and utilized at this
facility. Our process reacts isobutane and oxygen in proprietary oxidation
(peroxidation) reactors, thereby forming tertiary butyl hydroperoxide ("TBHP")
and TBA which are further processed into PO and MTBE, respectively. Because
our PO production process is less expensive relative to other technologies and
allows all of our PO co-products to be processed into saleable or useable
materials, we believe that our PO production technology possesses several
distinct advantages over its alternatives. For example, the reactors for our
PO production process are less expensive relative to other technologies, and
our feedstock and overall investment costs are lower than for the PO/styrene
monomer technology. As compared to the chlorohydrin technology, our process
produces significantly less waste effluent and avoids the disposal of
chlorinated waste products that must be incinerated or used in the manufacture
of chlorinated solvents. Finally, all of our PO co-products can be processed
into saleable materials or used as fuels in our production process.

Our surface sciences business includes seven production sites located in
the United Kingdom (at Whitehaven), France (Lavera and St. Mihiel), Spain
(Barcelona and Alcover), and Italy (Castiglione and Patrica/Frosinone), and a
research facility located in the United Kingdom (at Oldbury). Our surfactants
facilities are well located in Europe, with broad capabilities in

conversion, sulfonation and ethoxylation. The combined sulfonation capacity of
our facilities is approximately 200 kilotons per year, and the combined
ethoxylation capacity is approximately 130 kilotons per year. The surfactants
facilities have a competitive cost base and use modern production tools that
allow for flexibility in production capabilities and technical innovation.

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

Raw Materials. The primary raw materials for polyurethane chemicals are
benzene and PO. Benzene is a widely-available commodity that is the primary
feedstock for the production of MDI. Approximately one-third of the raw
material costs of MDI is attributable to the cost of benzene. Our integration
with our suppliers of benzene, nitrobenzene and aniline provides us with a
competitively priced supply of feedstocks and reduces our exposure to supply
interruption. The primary raw materials for our surface sciences business are
linear alkylbenzene, ethylene oxide, natural alcohols, caustic soda and fatty
acids. All of these raw materials are widely available in the merchant market
at competitive prices. Our Whitehaven, U.K. facility also produces natural
alcohols which gives us a competitive advantage in alcohol-based surfactants.

A major cost in the production of polyols is attributable to the costs of
PO. We believe that the integration of our PO business with our polyurethane
chemicals business will give us access to a competitively priced, strategic
source of PO and the opportunity to further expand into the polyol market. The
primary raw materials used in our PO production process are butane/isobutane,
propylene, methanol and oxygen, which accounted for 61%, 20%, 13% and 3%,
respectively, of total raw material costs in 2000. We purchase our raw
materials primarily under long-term contracts. While most of these feedstocks
are commodity materials generally available to us from a wide variety of
suppliers at competitive prices in the spot market, we purchase all of the
propylene used in the production of our PO from Huntsman Petrochemical
Corporation, and through Huntsman Petrochemical Corporation's pipeline, which
is the only propylene pipeline connected to our PO facility.

Competition

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

There are numerous sufactants producers in Europe and worldwide. We are one
of the major European producers of surfactants. Our main competitors include
worldwide leading chemical companies such as Condea/Sasol, BASF, Shell, Cognis
(recently sold to financial investors Schroder Ventures and Goldman Sachs
Capital Partners), Clariant, and Akzo, as well as various smaller or more local
competitors. We compete on the basis of price with respect to our basic
surfactant product offering and, in addition to price, on the basis of
performance and service with respect to our specialty and blended surfactant
products.

MTBE Developments

The presence of MTBE in some groundwater supplies in California and other
states (primarily due to gasoline leaking from underground storage tanks) and
in surface water (primarily from recreational watercraft) has led to public
concern about MTBE's potential to contaminate drinking water supplies.
Heightened public awareness regarding this issue has resulted in state, federal
and, more recently, foreign initiatives to rescind the federal oxygenate
requirements for reformulated gasoline or restrict or prohibit the use of MTBE
in particular. For example, the California Air Resources Board adopted
regulations that would prohibit the addition of MTBE to gasoline after 2002. In
addition, the State of California requested that the U.S. Environmental
Protection Agency ( the "EPA") waive the federal oxygenated fuels requirements
of the federal Clean Air Act for gasoline sold in California. The EPA denied
the State's request on June 12, 2001. Certain other states have also taken
actions to restrict or eliminate the future use of MTBE. We are unable to state
what the short and long term effects of the EPA's action on California's ban on
MTBE use will be. The actual effect of other state actions on the use of MTBE
in gasoline is similarly unclear. However, several bills have been introduced
in the U.S. Congress to accomplish similar goals of curtailing or eliminating
the oxygenated fuels requirements in the Clean Air Act, or of curtailing MTBE
use. In 1999, the U.S. Senate also passed a resolution calling for a phase out
of MTBE. While this resolution has no binding legal effect, there can be no
assurance that future Congressional action will not result in a ban or other
restrictions on MTBE use. Most recently, the U.S. Senate Environmental and
Public Works Committee approved and sent to the Senate floor S.B. 950 which, if
passed, would ban in four years the use in the U.S. of MTBE in gasoline. The
bill in its present form is controversial; whether the Senate will take action
on it in this or a modified form is unknown. In addition, on March 20, 2000,
the EPA announced its intention, through an advanced notice of proposed
rulemaking, to phase out the use of MTBE under authority of the federal Toxic
Substances Control Act. In its notice, the EPA also called on the U.S. Congress
to restrict the use of MTBE under the Clean Air Act. Any phase-out of or
prohibition against the use of MTBE in California (in which a significant
amount of MTBE is consumed), in other states, or nationally may result in a
significant reduction in demand for our MTBE and result in a material loss in
revenues or material costs or expenditures.

Denmark has recently proposed to the EU that a directive be issued, taking
effect in 2005, allowing individual EU countries to ban the use of MTBE.
Currently no other EU member states have joined Denmark's proposal, independent
of its EU proposal. Denmark has entered into a voluntary agreement with
refiners that will significantly reduce the sale of MTBE in Denmark. The
agreement calls for refiners to cease using MTBE in 92- and 95-octane gasoline
by May 1, 2002; however, MTBE will still be an additive in a limited amount of
98-octane gasoline sold in 100 selected service stations in the country.

In the United States, the state of New York has proposed a ban on the sale
of MTBE in New York. The Oxygenated Fuel Association ("OFA"), an organization
representing MTBE producers, challenged the proposed ban in federal court in
New York. In a motion for summary judgment, OFA asserted that the state of New
York was precluded by the doctrine of federal preemption from banning MTBE
sales in the state because of the federal oxygenated

requirement under the federal Clean Air Act. The court, however, rejected OFA's
motion. Although this ruling was based on the court's determination that there
are factual issues precluding summary judgment, the ruling tends to provide
some support for the theory that an individual state can act unilaterally to
preclude the sale of MTBE within its jurisdiction. Several states have
promulgated such bans, which are scheduled to take effect variously over the
next several years. OFA will continue to pursue the New York case, as well as a
similar case in California. Pending Congressional action to ban the sale of
MTBE in the future, and the pendency of the United States Environmental
Protection Agency's administrative process to ban the manufacture and sale of
the chemical in the United States, also remain.

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

Petrochemicals

General

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

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

We produce aromatics at our two integrated manufacturing facilities located
in Wilton, U.K. and North Tees, U.K. We believe that we are one of Europe's
largest producers of cyclohexane with 660 million pounds of annual capacity and
of paraxylene with 750 million pounds of annual capacity and are among Europe's
larger producers of benzene with 1,125 million pounds of annual capacity.
Additionally, we have the annual capacity to produce 275 million pounds of
cumene. We use all of the benzene produced by our aromatics business internally
in the production of nitrobenzene for our polyurethane chemicals business and
for the production of cyclohexane and cumene. The balance of our aromatics
products is sold to several key customers. Our aromatics business has entered
into a contract with Shell Trading

International Limited for the purchase of aromatics-rich feedstock. This
transaction allowed us to close part of our aromatics facilities in the fourth
quarter of 1999, thereby reducing fixed production costs while maintaining
production of key products. We believe that this change will improve the future
profitability of our aromatics business.

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

Industry Overview

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

As shown in the following table, both globally and in Western Europe, our
primary market, ethylene is the largest petrochemicals market and paraxylene
has been the fastest growing:

2000 Global
Market size W. Europe as Historic Growth,
(billions a % of Global W. Europe (1992-
Product of pounds) Market 2000) Markets Applications
- ------- ----------- ------------- ---------------- ------- ------------

Ethylene 197 22% 3.1% Polyethylene, Packaging materials,
ethylene oxide, plastics, housewares,
polyvinyl chloride, beverage containers,
alpha olefins, styrene personal care
Propylene 112 26% 3.7% Polypropylene, Clothing fibers,
propylene oxide, plastics, automotive
acrylonitrile, parts, foams for
isopropanol bedding & furniture
Benzene 69 24% 3.1% Polyurethanes, Appliances,
polystyrene, automotive
cyclohexane, cumene components,
detergents, personal
care, packaging
materials, carpet
Paraxylene 36 11% 5.7% Polyester, purified Fibers, textiles,
terephthalic acid beverage containers
("PTA")

- --------
Source: Chem Systems

The ethylene market in Western Europe is supplied by numerous producers,
none of whom has a dominant position in terms of its share of Western European
production capacity. Western European ethylene consumption in 2000 is estimated
by Chem Systems at 44.1 billion pounds, representing an average industry
operating rate of 91%. Propylene capacity in Western Europe is approximately
32.9 billion pounds per year. Western European propylene consumption in 2000 is
estimated at 29.8 billion pounds, representing an average industry operating
rate of 90%. The top three Western European producers of ethylene are AtoFina,
Dow and EniChem. Olefins capacity in Western Europe has expanded moderately in
recent years primarily through implementation of low-cost process improvement
projects at existing units. No greenfield olefins capacity has been constructed
in Western Europe since 1994. According to Chem Systems, given that it usually
takes a minimum of three years between any announcement of a new plant and the
plant coming on-line, it appears that the earliest any new plant might come on-
line in Europe is in 2004.

According to Chem Systems, the petrochemical industry is at or near its
cyclical trough following a period of oversupply in the last few years and
supply and demand characteristics are expected to improve in coming years,
resulting in improved profitability.

Like the ethylene market, the aromatics market, which is comprised of
benzene and paraxylene, in Western Europe is characterized by several major
producers, including, according to Chem Systems, Dow, AtoFina, Shell, EniChem,
ExxonMobil and BASF. Annual Western European benzene production capacity is
approximately 20 billion pounds and consumption was estimated by Chem Systems
at 16.5 billion pounds in 2000. Paraxylene production capacity in Western
Europe in 2000, according to Chem Systems, was approximately 5.8 billion pounds
and consumption was estimated at 4.0 billion pounds.

Both the benzene and paraxylene markets are currently in a period of
overcapacity. The increasing restrictions imposed by regulatory authorities on
the aromatics content of gasoline in general, and the benzene content in
particular, have led to an increase in supply of aromatics in recent years. In
2000, global paraxylene demand grew by 3.0% largely as a result of the global
economic growth, while global capacity rose by 2%. As a result of these
dynamics, according to Chem Systems, margins in the aromatics industry,
particularly those in paraxylene, are expected to continue to exhibit
characteristic cyclicality and recover from currently depressed cyclical lows
early in the next few years as polyester growth drives a rebalancing of supply
and demand.

Key Strengths

Our petrochemicals business is characterized by the following strengths:

. Raw Material Supply and Integration--Our petrochemicals facilities are
strategically located in northeastern England with pipeline and
waterborne access to the vast hydrocarbon supplies from the North Sea.
The dramatic rise in gas processing in the Teesside area is expected to
provide a growing availability of NGLs and other liquid feedstocks at
favorable prices. We also benefit from internal integration whereby a
local third party refinery and our olefins facility provide a significant
amount of feedstock for our aromatics facilities, which in turn provides
a significant amount of feedstock for our olefins facility, all of which
are transferred via pipeline to minimize transportation and handling
costs.

. Distribution & Storage Infrastructure--We have a unique supporting
infrastructure comprising liquefied ethylene terminals at both Teesside,
U.K. (principally for export) and import rights at Wilhelmshaven,
Germany; a propylene terminal at Teesside (principally for export);
extensive cavern storage facilities in the Teesside area for storage of
naphtha and NGL feedstocks, ethylene, propylene, crude butadiene and
hydrogen; extensive above ground storage and jetty facilities to allow
both import and export of feedstocks and products; and an ethylene
pipeline grid linking our facilities to customers in northwestern
England, northeastern England and Grangemouth, Scotland. We believe such
infrastructure assets provide us with a competitive advantage and will
allow us to be creative in the sourcing of raw materials and in the
development and maintenance of strategic customers.

. Low-Cost Producer--According to Chem Systems, we are one of the lowest
cost olefins producers in Europe. Our scale of olefins production, the
location of our olefins facility within the larger chemical manufacturing
complex at Wilton and the proximity of all of our petrochemical
facilities to abundant supplies of raw materials provide significant cost
advantages over most other European olefins producers.

. Strong Customer Relationships--We have several strong customer
relationships in diverse markets that create attractive outlets for our
products, many of which are linked via direct pipeline to our facilities.
The primary customers for our ethylene business are European Vinyls
Corporation, Dow, BP Chemicals and ICI. A large majority of our propylene
is sold via pipeline and waterborne delivery to Basell for the production
of polypropylene, to BP for the production of PG and to BASF for the
production of acrylonitrile, both at Wilton and in continental Europe.
Nearly all of our paraxylene production is sold via pipeline to DuPont
for the production of PTA, an intermediate chemical used in the
production of polyester.

Strategy

The strategy of our petrochemicals business is based on the following
initiatives:

. Improve Asset Utilization and Reduce Costs--We plan to continue to reduce
costs and improve production processes through focused improvement
programs. The most recent program was initiated in late 1998, with a
target of reducing annual costs by $20 million. We also intend to
aggressively pursue additional improvements to operating efficiencies,
thereby increasing asset utilization and further reducing costs.

. Further Develop Our Customer Base--We intend to leverage Huntsman
Corporation's customer and supplier relationships to further develop our
Western European customer base. Moreover, the olefins and aromatics
businesses have been held for sale by ICI for a significant period of
time and, as a result, we believe new marketing opportunities relative to
these businesses have been limited. We believe that under Huntsman
Corporation management, these opportunities will be created and captured.

. Reposition the Aromatics Business--We have recently reduced our operating
costs and improved cash flows by repositioning our aromatics business as
an extractor of aromatics as opposed to an on-purpose manufacturer of
aromatics. Our strategic alliance with Shell, under which we purchase
substantial volumes of their refinery by-product streams that are rich in
aromatics, enabled us to close the high cost reformer unit at our
aromatics complex at the North Tees site. The benefits of this alliance
began in the fourth quarter of 1999 and we believe that this has
significantly improved the profitability of our aromatics business.

Sales and Marketing

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

Manufacturing and Operations

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

Location Product Annual Capacity
-------- ----------- --------------------
(millions of pounds)

Wilton, U.K................................. Ethylene 1,900
Propylene 880
Butadiene 225
Paraxylene 750
North Tees, U.K............................. Benzene 1,125
Cyclohexane 660
Cumene 275

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

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

Raw Materials. Teesside, situated on the northeast coast of England, is near
a substantial supply of oil, gas and chemical feedstocks. Due to our location
at Teesside, we have the option to purchase feedstocks from a variety of
sources. However, we have elected to procure the majority of our naphtha,
condensates and NGLs from local producers, as they have been the most
economical sources. In order to secure the optimal mix of the required quality
and type of feedstock for our petrochemical operations at fully competitive
prices, we regularly engage in the purchase and sale of feedstocks and hedging
activities.

Competition

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

Titanium Dioxide

General

Our TiO\\2\\ business, which operates under the tradename "Tioxide", is one
of the global and European market leaders. TiO\\2\\ is a white pigment used to
impart whiteness, brightness

and opacity to products such as paints, plastics, paper, printing inks,
synthetic fibers and ceramics. In addition to its optical properties, TiO\\2\\
possesses traits such as stability, durability and non-toxicity, making it
superior to other white pigments. According to International Business
Management Associates, global consumption of TiO\\2\\ was approximately 3.9
million tonnes in 2000, growing from 3.0 million tonnes in 1992, representing a
3.2% compound annual growth rate, which approximates global GDP growth for that
period.

We offer an extensive range of products that are sold worldwide to over
3,000 customers in all major TiO\\2\\ end markets and geographic regions. The
geographic diversity of our manufacturing facilities allows our TiO\\2\\
business to service local customers, as well as global customers that require
delivery to more than one location. Our TiO\\2\\ business has an aggregate
annual nameplate capacity of approximately 570,000 tonnes at our eight
production facilities. Five of our TiO\\2\\ manufacturing plants are located in
Europe, one is in North America, one is in Asia, and one is in South Africa.
Our North American operation consists of a 50% interest in a manufacturing
joint venture with NL Industries, Inc. and our South African operations consist
of a 60%-owned subsidiary.

We recently commenced construction of a new TiO\\2\\ manufacturing plant at
our Greatham, U.K. facility. This new plant will allow us to close an older
plant located at Greatham and will increase our annual production capacity of
the facility to 100,000 tonnes of chloride-based TiO\\2\\. We expect to
commence production at the new plant in mid-2002. In addition, we are in the
process of expanding our Teluk Kalung, Malaysia facility by 6,000 tonnes by
mid-2001 and are in the process of expanding our Huelva, Spain plant by 17,000
tonnes by late 2002.

We are among the world's lowest cost TiO\\2\\ producers, according to
International Business Management Associates. We have embarked on a
comprehensive cost reduction program which has eliminated approximately $110
million of annualized costs since 1996, with an additional $20 million of
annualized savings expected to be achieved by the end of 2001. As part of this
program, we have reduced the number of product grades we produce, focusing on
those with wider applications. This program has resulted in reduced total plant
set-up times and further improved product quality, product consistency,
customer service and profitability.

Our TiO\\2\\ business accounted for 22% of our net sales in 2000, and on a
pro forma basis, accounted for 26% of our net sales in both 1999 and 1998.

Industry Overview

Global consumption of TiO\\2\\ was 3.9 million tonnes in 2000 according to
International Business Management Associates. The historical long-term growth
rate for global TiO\\2\\ consumption has been generally consistent with global
GDP growth. Although short-term influences such as customer and producer
stocking and de-stocking activities in response to changes in capacity
utilization and price may distort this trend, over the long-term, GDP growth is
the primary underlying factor influencing growth in TiO\\2\\ demand. The
TiO\\2\\ industry experiences some seasonality in its sales because paint sales
generally peak during the spring and summer months in the northern hemisphere,
resulting in greater sales volumes during the first half of the year.

The global TiO\\2\\ market is characterized by a number of large global
producers, including DuPont, Millennium Chemicals, Kerr-McGee Chemicals, NL
Industries and our company, as well as by smaller or more local suppliers.

There are two manufacturing processes for the production of TiO\\2\\, the
sulfate process and the chloride process. Most recent capacity additions have
employed the chloride process technology and, currently, the chloride process
accounts for approximately 58% of global

production capacity according to International Business Management Associates.
However, the global distribution of sulfate and chloride-based TiO\\2\\
capacity varies by region, with the sulfate process being predominant in
Europe, our primary market. The chloride process is the predominant process
used in North America and both processes are used in Asia. We believe that
approximately 50% of end-use applications can use pigments produced by either
process.

Key Strengths

Our TiO\\2\\ business is characterized by the following strengths:

. Leading Producer in an Attractive Industry--We believe that we are one of
the leading global and European producers of TiO\\2\\. We believe that we
are well positioned in an attractive industry that has growth rates
generally consistent with global GDP.

. Low-Cost Producer--According to International Business Management
Associates, our TiO\\2\\ business is among the lowest cost producers in
the world. We achieved this position through our pursuit of process
efficiencies and managed cost reductions, which have resulted in an
approximate 13% decline in our average manufacturing cash costs from 1995
through 1999.

. Strong Global Reach Through Local Presence--The global reach of our
TiO\\2\\ business allows us to service both globally-oriented customers
requiring the capacity and reach to meet their needs on a worldwide basis
and local customers who value local presence.

. Strong Customer Relationships--Through our extensive global sales force
we have a local presence in each of the markets in which we participate,
which contributes to our strong links with major customers. We have long-
term relationships with major customers such as Akzo Nobel, ICI Paints,
PPG and General Electric, who we believe value our product offerings,
local presence and our ability to meet their worldwide needs.

. Competitive Product Range and Continuing Product Development--Through
incremental improvements to existing products and new product
innovations, we offer a full range of competitive products, including a
leading coatings grade in Europe. Our successful development and
marketing of new grades of TiO\\2\\ has long-term benefits because of the
long life cycle of our products. We also continue to develop new products
to capitalize on market opportunities. For example, we recently
introduced a product grade that we believe has the potential to be a
world leader in the plastics segment, the fastest growing TiO\\2\\
market.

Strategy

The strategy of our TiO\\2\\ business is based on the following initiatives:

. Build on Existing Customer Relationships for Growth--We intend to
capitalize on our association with Huntsman Corporation and our strong
customer relationships to expand our customer base. We believe that our
TiO\\2\\ business will also be able to improve the utilization of our
assets by taking advantage of opportunities to expand our customer base
through increasing sales to manufacturers of plastics and coatings, some
of whom may have been previously reluctant to purchase products from our
TiO\\2\\ business when it was solely owned by ICI, a significant
competitor in the paints and coatings industry.

. Improve Asset Utilization and Reliability--We intend to improve our asset
utilization and product quality by continuing to align our product range
with our production capabilities. We will continue to optimize our number
of product lines and emphasize newer "universal" product lines that can
be used across a greater number of applications. We will also attempt to
identify further opportunities for low-cost capacity expansion as
justified by market conditions.

. Continue to Improve Cost Structure--We will continue our comprehensive
cost improvement program which concentrates on permanent cost reduction,
improved product quality and increased productivity. This five-year
program, currently in its fifth year, and other cost reduction
initiatives have achieved total annualized savings of over $100 million
from January 1, 1996 through September 30, 2000, and have targeted
additional annual savings totaling $30 million. We intend to further
improve our cost competitiveness by aggressively developing and marketing
the co-products of our operations.

Sales and Marketing

Approximately 95% of our TiO\\2\\ sales are made through our direct sales
and technical services network, enabling us to cooperate more closely with our
customers and to respond to our increasingly global customer base. Our
concentrated sales effort and local manufacturing presence have allowed us to
achieve our leading market shares in a number of the countries where we
manufacture TiO\\2\\.

In addition, we have focused on marketing products to higher growth
industries. For example, we believe that our TiO\\2\\ business is well-
positioned to benefit from the projected growth in the plastics sector, which,
according to International Business Management Associates, is expected to grow
faster than the overall TiO\\2\\ market over the next several years. The table
below summarizes the major end markets for our TiO\\2\\ products:

% of 2000
End Markets Sales Volume
----------- ------------

Paints and Coatings............................................. 58%
Plastics........................................................ 27%
Inks............................................................ 5%
Paper........................................................... 4%

Manufacturing and Operations

Our TiO\\2\\ business has eight manufacturing sites in seven countries with
a total estimated capacity of 570,000 tonnes per year. Approximately 75% of our
TiO\\2\\ capacity is located in Western Europe. During 2000, we closed our
manufacturing plant in Tracy, Canada. This facility was a "finishing" plant,
performing the later steps in the production process for a portion of the
product produced at our European and South African facilities. Following an
increase of our capacity for finishing TiO\\2\\ at our European and South
African facilities, we are able to finish all product produced locally. The
following table presents information regarding our TiO\\2\\ facilities:

Region Site Annual Capacity Process
------ ---- --------------- --------
(tonnes)

Western Europe....... Calais, France 100,000 Sulfate
Greatham, U.K.(1) 80,000 Chloride
Grimsby, U.K. 80,000 Sulfate
Huelva, Spain(1) 80,000 Sulfate
Scarlino, Italy 80,000 Sulfate
North America........ Lake Charles, Louisiana(2) 60,000 Chloride
Asia................. Teluk Kalung, Malaysia(1) 50,000 Sulfate
Southern Africa...... Umbogintwini, South Africa(3) 40,000 Sulfate
-------
570,000
=======

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

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

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

Raw Materials. The primary raw materials used to produce TiO\\2\\ are
titanium-bearing ores. There are a limited number of ore suppliers and we
purchase ore under long-term supply contracts. The cost of titanium-bearing
ores has been relatively stable in comparison to TiO\\2\\ prices. Titanium-
bearing ore represents approximately 40% of TiO\\2\\ pigment production costs.

TiO\\2\\ producers extract titanium from ores and process it into pigmentary
TiO\\2\\ using either the chloride or sulfate process. Once an intermediate
TiO\\2\\ pigment has been produced, it is "finished" into a product with
specific performance characteristics for particular end-use applications. The
finishing process is common to both the sulfate and chloride processes and is a
major determinant of the final product's performance characteristics.

The sulfate process generally uses less-refined ores that are cheaper to
purchase but produce more co-product than the chloride process. Co-products
from both processes require treatment prior to disposal in order to comply with
environmental regulations. In order to reduce our disposal costs and to
increase our cost competitiveness, we have developed and marketed the co-
products of our TiO\\2\\ business.

Competition

The global markets in which our TiO\\2\\ business operates are highly
competitive. The primary factors of competition are price, product quality and
service. The TiO\\2\\ industry has recently undergone a consolidation process,
where larger global producers have acquired smaller, regional producers. The
major global producers against whom we compete are DuPont, Millennium
Chemicals, Kerr-McGee Chemicals and NL Industries. We believe that our low
production costs, combined with our presence in numerous local markets, give us
a competitive advantage, particularly with respect to those global customers
demanding presence in the various regions in which they conduct business.

Significant Customers

In 2000, sales to ICI and its affiliates by our specialty chemicals,
petrochemicals and TiO\\2\\ businesses accounted for approximately 8% of our
consolidated revenue. In 1999, sales to ICI and its affiliates accounted for
approximately 14% of our pro forma consolidated revenue. ICI

indirectly owns 30% of our membership interests. See "Certain Relationships and
Related Transactions" for a further discussion of our relationship with ICI.

Research and Development

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

Intellectual Property Rights

Proprietary protection of our processes, apparatuses, and other technology
and inventions is important to our businesses. For our specialty chemicals
business, we own more than 370 U.S. patents and pending applications (including
provisionals) currently pending at the United States Patent and Trademark
Office, and more than 3,100 foreign counterparts, including both issued patents
and pending patent applications. For our TiO\\2\\ business, we have
approximately 25 U.S. patents and pending patent applications, and
approximately 345 foreign counterparts. For our petrochemicals business, we own
approximately 35 patents and pending applications (both U.S. and foreign). We
also rely upon unpatented proprietary know-how and continuing technological
innovation and other trade secrets to develop and maintain our competitive
position.

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

For our specialty chemicals business, we have brand names for a number of
our products, and we own approximately 20 U.S. trademark registrations and
applications for registration currently pending at the United States Patent and
Trademark Office, and approximately 840 foreign counterparts, including both
registrations and applications for registration. For our TiO\\2\\ business, we
have approximately 180 trademark registrations and pending applications,
approximately 110 of which relate to the trademark "Tioxide". Our
petrochemicals business is not dependent on the use of trademarks. We have
entered into a trademark license agreement with Huntsman Corporation under
which we have obtained the rights to use the trademark "Huntsman", subject to
certain restrictions.

Properties

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

Location Description of Facility
-------- -----------------------

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

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

Employees

We employ over 6,700 people as of September 30, 2001. Additionally, over
1,100 people are employed by our U.S. joint ventures. Approximately 96% of our
employees, excluding employees of our joint ventures, work outside the U.S. and
approximately 54% of our employees are subject to collective bargaining
agreements. Overall, we believe that our relations with our employees are good.
In addition, Huntsman Corporation and Huntsman Petrochemical Corporation are
providing operating, management and administrative services to us for our PO
business similar to the services that they provided to Huntsman Specialty with
respect to the PO business before it was transferred to us. See "Certain
Relationships and Related Transactions".

Environmental Regulations

We are subject to extensive environmental laws. In the ordinary course of
business, we are subject continually to environmental inspections and
monitoring by governmental enforcement authorities. We may incur substantial
costs, including fines, damages, and criminal or civil sanctions, for actual or
alleged violations arising under environmental laws. In addition, our
production facilities require operating permits that are subject to renewal,
modification, and, in certain circumstances, revocation. Our operations involve
the handling, transportation and use of numerous hazardous substances. From
time to time, these operations may result in violations under environmental
laws including spills or other releases of hazardous substances into the
environment. In the event of a catastrophic incident, we could incur material
costs or experience interruption in our operations as a result of addressing
and implementing measures to prevent such incidents in the future. In that
regard, we currently are investigating a spill at our North Tees facility that
was discovered on March 27, 2001. The U.K. Environmental Agency issued an
enforcement notice with respect to this spill on March 30, 2001, following an
investigation into an alleged leak of a mixture consisting of approximately 60%
benzene into the River Tees, allegedly following a dewatering procedure at our
North Tees site. The requirements of that notice were complied with, to the
satisfaction of the U.K. Environmental Agency, by the end of May 2001. We have
contained the spill and are continuing remediating it through reclamation of
the material. We are currently in discussion with the U.K. Environmental Agency
about how much additional remediation will be necessary. The U.K. Environmental
Agency is also continuing to investigate the incident; a decision by the U.K.
Environmental Agency as to whether to prosecute or not is likely to be made
early next year. If the U.K. Environmental Agency finds us legally responsible,
we could face legal action and possible penalties. Although we can give no
assurances, based on currently available information and our understanding of
similar investigations and penalties in the past, we do not believe that, if
such action was initiated and we are ultimately found to be legally
responsible, the probable penalties would be material to our financial position
or results of operations. In another matter, in 2000, the case brought against
Tioxide by the U.K. Environmental Agency for a February 1999 spill of acidic
wastewater into Greenabella Marsh from its Greatham site was settled for
combined penalties of (Pounds)150,000. Under our indemnity with ICI, ICI has
reimbursed us for this amount. In addition, the Texas Natural Resource
Conservation Commission has issued certain notices of violation relating to air
emissions and wastewater issues at the Port Neches facility, and filed an
amended administrative petition with respect to certain of these violations on
January 12, 2001. While these matters remain

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

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

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

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

requirements and will depend on the timing of the promulgation and enforcement
of specific standards which impose requirements on our operations. Therefore,
we cannot assure you that material capital expenditures beyond those currently
anticipated will not be required under environmental laws. See "Management's
Discussion and Analysis of Financial Conditions and Results of Operations--
Environmental Matters".

Legal Proceedings

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

MANAGEMENT

Managers and Executive Officers

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

Board of Managers and Executive Officers

Name Age Position
---- --- --------

Jon M. Huntsman*.......... 64 Chairman of the Board of Managers and Manager
Peter R. Huntsman*........ 38 President, Chief Executive Officer and Manager
Patrick W. Thomas......... 44 President--Huntsman Specialty Chemicals
Douglas A.L. Coombs....... 61 President--Tioxide
J. Kimo Esplin............ 39 Executive Vice President and Chief Financial
Officer
Thomas G. Fisher.......... 52 Executive Vice President
Michael J. Kern........... 52 Executive Vice President--Environmental, Health
& Safety
Robert B. Lence........... 44 Executive Vice President, General Counsel and
Secretary
Donald J. Stanutz......... 51 Executive Vice President--Global Sales and
Marketing
L. Russell Healy.......... 46 Senior Vice President and Finance Director
Karen H. Huntsman*........ 63 Vice President
Curtis C. Dowd............ 42 Vice President--Surface Sciences
James A. Huffman*......... 33 Vice President--Strategic Planning
Kevin J. Ninow............ 38 Vice President--Petrochemicals Manufacturing
Samuel D. Scruggs......... 42 Vice President and Treasurer
Richard H. Johnigan, Jr... 55 Vice President and Controller

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

Jon M. Huntsman is Chairman of the Board of Managers of both Huntsman
International Holdings and our company. He has been Chairman of the Board of
Directors of Huntsman Corporation and all Huntsman companies since he founded
his first company in 1970. Mr. Huntsman served as Chief Executive Officer of
Huntsman Corporation and its affiliated companies from 1970 to 2000 and of our
company and Huntsman International Holdings from 1999 to 2000. In addition,
Mr. Huntsman serves or has served on numerous corporate and industry boards,
the Chemical Manufacturers Association and the American Polymers Council. Mr.
Huntsman was selected in 1994 as the chemical industry's top CEO for all
businesses in Europe and North America. Mr. Huntsman formerly served as Special
Assistant to the President of the United States and as Vice Chairman of the
U.S. Chamber of Commerce.

Peter R. Huntsman is President, Chief Executive Officer and a Manager of
both Huntsman International Holdings and our company. He also serves as
President, Chief Executive Officer and a Director of Huntsman Corporation.
Previously, Mr. Huntsman was Senior Vice President of Huntsman Chemical
Corporation and a Senior Vice President of Huntsman Packaging Corporation. Mr.
Huntsman also served as Vice President--Purchasing for Huntsman Polypropylene
Corporation, and Senior Vice President and General Manager of Huntsman
Polypropylene Corporation. Mr. Huntsman served as Chief Operating Officer of
our company and Huntsman International Holdings from 1999 to 2000.

Patrick W. Thomas is President--Huntsman Specialty Chemicals. Since joining
ICI in 1982, Mr. Thomas has held numerous management positions with ICI,
including Polyurethanes Business Director, Europe from 1993 to 1997,
Polyurethanes International Marketing and Planning Manager from 1991 to 1993
and Polyurethanes Business Engineering & Investment Manager from 1989 to 1991.

Douglas A. L. Coombs is President--Tioxide. Mr. Coombs has held the post of
Chairman & Chief Executive Officer of Tioxide Group from 1996 through June
1999. Mr. Coombs has held a number of management positions with ICI over the
last 35 years.

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

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

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

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

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

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

Karen H. Huntsman is Vice President. Mrs. Huntsman performs an active role
in all the Huntsman Corporation businesses and currently serves as an officer
and/or board member for many of the Huntsman companies. Mrs. Huntsman has
served as a member of the Utah State Board of Regents and on the board of
directors of First Security Corporation. She also serves on the boards of
directors of various corporate and not-for-profit entities.

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

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

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

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

Richard H. Johnigan, Jr. is Vice President and Controller. Mr. Johnigan also
serves as Vice President and Controller of Huntsman Corporation. Prior to
joining Huntsman in 1997, Mr. Johnigan was Vice President and Controller of
Oxychem, where he worked for 23 years. Mr. Johnigan, a CPA, held several
executive positions at Oxychem, including Vice President and Chief Financial
Officer of the Polymers and Agricultural Chemicals Divisions.

Executive Compensation

Summary of Compensation

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

All of the compensation of Messrs. Jon M. Huntsman, Peter R. Huntsman and
Jon M. Huntsman, Jr. was paid entirely by Huntsman Corporation, our ultimate
parent company, and we were charged a management overhead allocation with
respect to this compensation. Compensation figures for these executive officers
represent a prorated percentage of Huntsman Corporation compensation
attributable to services rendered to Huntsman Specialty, the predecessor of our
parent company. All of the compensation of Messrs. Patrick W. Thomas and
Douglas A.L. Coombs was paid entirely by our company.

Summary Compensation Table

Long Term
Compensation
Awards
Number of
Annual Compensation(1) Securities
------------------------ Underlying
Name and Principal Other Annual Options/EARs All Other
Position Year Salary Bonus Compensation(2) Granted(21) Compensation
------------------ ---- -------- ---------- --------------- ------------ ------------

Jon M. Huntsman......... 2000 $611,538 $ 0 $ 71,590(3)
Chairman of the Board 1999 $562,500 $1,594,583 $250,081(4)
of Managers and 1998 $ 66,000 $ 375,000 $ 44,227(5)
Manager
Peter R. Huntsman....... 2000 $548,077 $ 125,000 $ 66,160(6) $199,808(7)
President, Chief 1999 $375,000 $ 600,544 $131,450(8) $179,665(9)
Executive Officer and 1998 $ 40,170 $ 75,000 $ 11,595(10)
Manager
Jon M. Huntsman, Jr. ... 2000 $318,750 $ 125,000 $ 27,200(11)
Vice Chairman and 1999 $225,000 $ 413,044 $ 51,949(12)
Manager(14) 1998 $ 32,156 $ 60,000 $ 9,216(13)
Patrick W. Thomas....... 2000 $372,706 $ 122,706 $ 85,287(15) 7,386 $ 26,345(16)
President--Huntsman 1999 $146,880 $ 0 $ 31,730(17) 0 $ 0
Specialty Chemicals(18)
Douglas A. L. Coombs.... 2000 $587,534 $ 244,204 $140,421(19) 0 $ 0
President--Tioxide(21) 1999 $202,272 $ 122,006 $ 81,552(20) 0 $ 0

- --------
(1) All compensation for Messrs. Jon M. Huntsman, Peter R. Huntsman, and Jon
M. Huntsman, Jr. was paid entirely by Huntsman Corporation, our parent
company; a charge for management overhead allocation for the fiscal year
2000, in the gross amount of $23,000,000 was paid by our company to
Huntsman Corporation, which payment included, among other things, a
portion of the 2000 annual compensation shown on this table. Compensation
figures for these three executives represent a pro-rated percentage of
Huntsman Corporation compensation attributable to services rendered to
our company and to Huntsman Specialty.
(2) Any blank items in this column reflect perquisites and other personal
benefits, securities or property received by the named executive officer
which are less than either $50,000 or 10% of the total annual salary and
bonus reported for the named executive officer.
(3) Consists of a $1,360 employer's 401(k) contribution, an employer's
contribution of $10,436 to the Supplemental 401(k) Plan, an employer's
contribution of $5,440 to the Money Purchase Plan, an employer's
contribution of $43,483 to the Supplemental Money Purchase Plan, and an
employer's contribution of $10,871 to an unfunded deferred compensation
plan known as the Equity Deferral Plan.
(4) Consists of a $39,141 employer's 401(k) contribution, an employer's money
purchase contribution of $164,065, and an employer's contribution of
$46,875 to the Equity Deferral Plan.
(5) Consists of a $8,845 employer's 401(k) contribution and an employer's
money purchase contribution of $35,382.
(6) Payment of $66,160 for living expenses.
(7) Consists of a $1,700 employers 401(k) contribution, an employer's
contribution of $9,262 to the Supplemental 401(k) Plan, an employer's
contribution of $6,800 to the Money Purchase Plan, an employer's
contribution of $57,046 to the Supplemental Money Purchase Plan, and an
employer's contribution of $125,000 to the Equity Deferral Plan.
(8) Perquisites and other personal benefits in the amount of $131,450 were
provided for the named executive officer, including moving expenses of
$58,367 and a relocation payment of $71,002.
(9) Consists of a $14,183 employer's 401(k) contribution, an employer's money
purchase contribution of $71,732 and an employer's contribution of
$93,750 to the Equity Deferral Plan.
(10) Consists of a $2,319 employer's 401(k) contribution and an employer's
money purchase contribution of $9,276.
(11) Consists of a $1,700 employers 401(k) contribution, an employer's
contribution of $6,800 to the Money Purchase Plan, and an employer's
contribution of $18,700 to the Supplemental Money Purchase Plan.
(12) Consists of a $3,410 employer's 401(k) contribution and an employer's
money purchase contribution of $48,539.
(13) Consists of a $1,843 employer's 401(k) contribution and an employer's
money purchase contribution of $7,373.
(14) Jon M. Huntsman, Jr. resigned from his position as Vice Chairman and
Manager with effect from May 31, 2001.
(15) Perquisites and other personal benefits in the amount of $85,287,
including a payment of $60,550 for housing accommodations and a foreign
services payment of $19,979 as a cost of living adjustment for working
abroad.
(16) Consists of a $26,345 employer's contribution to the Equity Deferral
Plan.
(17) Perquisites and other personal benefits in the amount of $31,730,
including a payment of $15,138 for housing accommodations, $7,494 for use
of an automobile, and a foreign services payment of $7,433 as a cost of
living adjustment for working abroad.

(18) Mr. Thomas joined our company in 1999.
(19) Perquisites and other personal benefits in the amount of $140,421,
including a payment of $87,909 for housing accommodations, $30,832 for
foreign service assignments for taxes in excess of those that would
otherwise be incurred, and $13,497 for use of an automobile.
(20) Perquisites and other personal benefits in the amount of $81,552,
including a payment of $66,618 for housing accommodations and $14,134 for
use of an automobile.
(21) Mr. Coombs joined our company in 1999.
(22) "EARs" means equity appreciation rights.

Equity Options and Equity Appreciation Rights

The following table sets forth information concerning the grant of equity
appreciation rights, or "EARs", to each of our chief executive officer and our
other four most highly compensated executive officers during the last fiscal
year.

Option/EAR Grants in Last Fiscal Year

Potential
Realizable Value at
Assumed Annual Rates
of Equity Alternative
Price Appreciation Grant Date
Individual Grants for Option Term Value
--------------------------------------------- -------------------- -----------
Number of % of Total Exercise
Securities Options/EARs or Grant Date
Underlying Granted to Base Present
Options/EARs Employees in Price Expiration Value
Name Granted (#) Fiscal Year ($/unit) Date 5% ($) 10% ($) ($)
- ------------------------ ------------ ------------ -------- ---------- --------- ---------- -----------

Jon M. Huntsman......... 0 0% $ 0 0 $ 0 $ 0 $ 0
Peter R. Huntsman....... 0 0% $ 0 0 $ 0 $ 0 $ 0
Jon M. Huntsman, Jr.*... 0 0% $ 0 0 $ 0 $ 0 $ 0
Patrick W. Thomas....... 7,386 100% $13.54 3/01/10 $ 62,889 $ 159,374 N/A
Douglas A. L. Coombs.... 0 0% $ 0 0 $ 0 $ 0 $ 0

- --------
* Jon M. Huntsman, Jr. resigned from his position as Vice Chairman and Manager
with effect from May 31, 2001.

Equity appreciation rights were granted to Mr. Thomas on March 1, 2000,
under the Huntsman Equity Appreciation Rights Plan, and vest at a rate of 25%
per year, beginning with the first anniversary of the date of grant. Vesting of
these equity appreciation rights accelerates upon a change in control, as
defined in the plan.

Exercise of Options and Equity Appreciation Rights

The following table sets forth information concerning the exercise of EARs
during the last fiscal year by each of our chief executive officer and our
other four most highly compensated executive officers and the fiscal year-end
value of unexercised EARs.

Aggregated Option/EAR Exercises in Last Fiscal Year, and FY-End Option/EAR
Values

Number of Securities
Underlying Unexercised Value of Unexercised
Securities Options/EARs In-the-Money Options/EARs
Acquired on at FY-End (#) at FY-End
Exercise Value ------------------------- -------------------------
Name (#) Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ----------- -------- ----------- ------------- ----------- -------------

Jon M. Huntsman......... 0 $ 0 0 0 $ 0 $ 0
Peter R. Huntsman....... 0 $ 0 0 0 $ 0 $ 0
Jon M. Huntsman, Jr.*... 0 $ 0 0 0 $ 0 $ 0
Patrick W. Thomas....... 0 $ 0 7,386 0 $ 0 $ 0
Douglas A. L. Coombs.... 0 $ 0 0 0 $ 0 $ 0

- --------
* Jon M. Huntsman, Jr. resigned from his position as Vice Chairman and Manager
with effect from May 31, 2001.

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

Huntsman Corporation Pension Plan Table

Years of Benefit Service at Retirement
--------------------------------------------------------------
Final Average
Compensation 5 10 15 20 25 30 35 40
- ------------- ------ ------- ------- ------- ------- ------- ------- -------

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

The current Huntsman Corporation Pension Plan benefit is based on the
following formula: 1.5% of final average compensation multiplied by years of
credited service, minus 1.5% of estimated social security benefits multiplied
by years of credited service (maximum of 50% of social security benefits). For
years of credited service prior to 2000, benefits are based on a 1.4% formula.
Final average compensation is based on the highest average of three consecutive
years of compensation. Messrs. Jon M. Huntsman, Peter R. Huntsman and Jon M.
Huntsman, Jr., were participants in the Huntsman Corporation Pension Plan in
2000. For the foregoing named executive officers, covered compensation under
this plan consists of base salary and is reflected in the "Salary" column of
the summary compensation table. Federal regulations require that for the 2000
plan year, no more than $170,000 in compensation be considered for the
calculation of retirement benefits under the Huntsman Corporation Pension Plan,
and the maximum annual benefit paid from a qualified defined benefit plan
cannot exceed $135,000. Benefits are calculated on a straight life annuity
basis. The benefit amounts under the Huntsman Corporation Pension Plan are
offset for social security as described above.

The SERP is a nonqualified supplemental pension plan for designated
executive officers that provides benefits based on certain compensation amounts
not included in the calculation of benefits payable under the Huntsman
Corporation Pension Plan. Messrs. Jon M. Huntsman, Peter R. Huntsman, and Jon
M. Huntsman, Jr., were participants in the SERP in 2000. The compensation
amounts taken into account for these named executive officers under the SERP
include bonuses (as reflected in the "Bonus" columns of the summary
compensation table)

and base salary in excess of the qualified plan limitations. The SERP benefit
is calculated as the difference between (1) the benefit determined using the
Huntsman Corporation Pension Plan formula with unlimited base salary plus
bonus, and (2) the benefit determined using base salary as limited by federal
regulations.

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

Compensation of Managers

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We have 1,000 member equity units issued and outstanding. We are a wholly-
owned subsidiary of Huntsman International Holdings, which is a 60% owned
affiliate of an indirect subsidiary of Huntsman Corporation, 500 Huntsman Way,
Salt Lake City, Utah 84108. Huntsman Corporation is owned by Jon M. Huntsman
and his family. No other director, executive officer or person beneficially
owns any member equity units of our company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

General

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

We have entered into an agreement with Huntsman Corporation under which
Huntsman Corporation provides us with administrative support and a range of
services, including treasury and risk management, human resources, technical
and legal services for our businesses in the U.S. and elsewhere. In 2000, we
paid $23 million for these services. We also participate in Huntsman
Corporation's worldwide insurance program. Furthermore, we expect to enter into
one or more agreements under which we will provide to Huntsman Corporation and
certain of its subsidiaries a range of support services, including treasury,
human resources, technical and legal services for Huntsman Corporation's
businesses in Europe and elsewhere. These agreements provide for fees based on
an equitable allocation of the general and administrative costs and expenses.
See "Risk Factors--If we are unable to maintain our relationships with Huntsman
Corporation and ICI, then we may not be able to replace on favorable terms our
contracts with them or the services and facilities that they provide, if at
all".

In November 2000, we also entered into a series of contracts with Huntsman
Specialty and ICI, which are described in "The Transactions".

Specialty Chemicals Business

Acquisition of Polyurethanes Business

On March 31, 2001, we acquired the polyurethanes business of ICI India for a
purchase price of approximately $17 million. Located in Thane (Maharashtra),
India, the business has sales in India and Southern Asia. The business will be
integrated into the specialty chemicals division of our company.

Supply Contracts

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

PO Supply Agreement

Pursuant to an existing agreement with Huntsman Petrochemical Corporation
that expires in 2012, we are obligated to sell, and Huntsman Petrochemical
Corporation is obligated to buy,

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

Propylene Supply Agreement

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

Services Contracts

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

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

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

Petrochemicals Business

Naphtha Supply Agreement

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

In connection with our November 2000 agreements with ICI and because ICI has
disposed of its interests in the refinery, we may terminate our product supply
agreement for naphtha

100

upon one year's prior notice, effective no sooner than January 4, 2003, and
payment of $5 million. If we do not so elect to terminate, then such contract
shall terminate automatically on January 4, 2004.

Supply Contracts

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

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

Utilities Contracts

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

Services Contracts

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

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

101

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

Tioxide Business

Supply Agreement with ICI Paints

We have an existing agreement with the paints business of ICI to supply
TiO\\2\\. At the current level of commitment, we supply approximately 60,000
tonnes of TiO\\2\\ per year at market prices. We have revised and extended the
agreement to ensure that it remains consistent with developments in the market.
The revised agreement expires no earlier than December 31, 2003 upon at least
twelve months' prior notice. In 2000, ICI spent approximately $98 million under
this agreement.

Feedstock Supply Contracts

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

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

Utilities Contracts

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

Services Contracts

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

In addition, we have entered into several agreements relating to the
provision by ICI or its affiliates to us of a range of support services for the
efficient transition of business ownership. These services include various
human resources, occupational health, analytical, engineering or purchasing
services. The terms and conditions of these agreements are substantially the
same as agreements or non-contractual arrangements existing prior to the
closing of the

102

transfer of ICI's businesses to us, which generally reflect either market
prices or below market rates. In 2000, we spent approximately $15 million under
these agreements.

Tax Sharing Arrangement

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

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OTHER INDEBTEDNESS

Description of Huntsman International Holdings LLC (Euro)945,048,000 13.375%
Senior Discount Notes due 2009

Huntsman International Holdings issued approximately (Euro)945,048,000 in
aggregate principal amount of 13.375% Senior Discount Notes due 2009 pursuant
to an indenture dated June 30, 1999 and amended and restated as of August 2,
1999, among Huntsman International Holdings and Bank One, N.A., as trustee, in
a private transaction that was not subject to the registration requirements of
the Securities Act. These notes do not bear interest. These notes accrete at a
rate of 13.375% per annum, compounded semi-annually, which means the value of
these notes will gradually increase in price at the stated rate from the issue
price of $256.81 per $1,000 principal amount at stated maturity on June 30,
1999 to $1,000 principal amount at stated maturity by December 31, 2009.

From July 1, 2001 through June 30, 2004, the senior discount notes are
redeemable at a redemption price per $1,000 principal amount at maturity equal
to the present value of $523.44, discounted from July 1, 2004.

After July 1, 2004, the senior discount notes are redeemable at the
redemption prices set forth below if redeemed during the twelve-month period
beginning on July 1 of the years indicated below:

Year Percentage
---- ----------

2004............................................................ 106.688%
2005............................................................ 104.458%
2006............................................................ 102.229%
2007 and thereafter............................................. 100.000%

The senior discount notes are (1) general unsecured obligations of Huntsman
International Holdings, (2) effectively subordinated in right of payment to all
existing and future secured indebtedness of Huntsman International Holdings to
the extent of the assets securing such indebtedness and to all liabilities
(excluding trade payables) of its subsidiaries, (3) equal in right of payment
to all existing and future unsubordinated, unsecured indebtedness of Huntsman
International Holdings, and (4) senior in right of payment to any future
subordinated indebtedness of Huntsman International Holdings.

Description of Credit Facilities

In order to fund the closing of the transfer of ICI's and Huntsman
Specialty's businesses to us, we borrowed funds under a senior secured credit
agreement (the "Credit Agreement") with Bankers Trust Company, as
Administrative Agent, and a group of lenders (the "Lenders"). Under the Credit
Agreement, the Lenders have provided an aggregate of $2.07 billion of senior
secured credit facilities (the "Senior Secured Credit Facilities"), comprised
of:

. $400 million revolving loan facility (consisting of a $325 million
domestic revolving loan facility and a $75 million multicurrency
revolving loan facility),

. $240 million term A loan facility,

. a Euro equivalent of U.S. $300 million term A loan facility on the
initial date of the credit facilities,

. $565 million term B loan facility, and

. $565 million term C loan facility.

104

In addition, a letter of credit facility of $100 million and a swing line
loan facility of $25 million are made available to us as subfacilities under
the revolving loan facility. The revolving loan facility is available to us for
working capital and general corporate purposes. As of September 30, 2001, we
had $20 million of indebtedness outstanding under the Revolving Facility and
$380 million of availability for additional borrowings thereunder.

Our obligations under the Senior Secured Credit Facilities are supported by
guarantees of Huntsman International Holdings, our domestic subsidiaries (other
than unrestricted subsidiaries under the Credit Agreement) and of Tioxide Group
and Tioxide Americas Inc., both of which are non-U.S. subsidiaries that are
disregarded as entities for U.S. tax purposes. We have secured our obligations
under the Senior Secured Credit Facilities with the pledge of substantially all
of our assets, including the stock of our domestic subsidiaries and of Tioxide
Group. Our obligations under the Senior Secured Credit Facilities are also
secured by the pledge by Huntsman International Holdings of its membership
interests in our company, the pledge by the domestic subsidiary guarantors of
their assets, the pledge by Tioxide Group of 65% of the voting stock of
Huntsman (Holdings) U.K. and the pledge by Tioxide Americas Inc. of its assets,
in each case, with specified exceptions. The Senior Secured Credit Facilities
also require that certain intercompany notes by foreign subsidiaries in favor
of Huntsman (Holdings) U.K. be secured.

Both the term A dollar loan facility and the term A euro loan facility
mature on June 30, 2005 and are payable in semi-annual installments, which
commenced on December 31, 2000, with the amortization increasing over time. The
term B loan facility matures on June 30, 2007 and is payable in annual
installments, which commenced on June 30, 2000, with the remaining unpaid
balance due on final maturity. The term C loan facility matures on June 30,
2008 and is payable in annual installments, which commenced on June 30, 2000,
with the remaining unpaid balance due on final maturity. The revolving loan
facilities mature on June 30, 2005 with no scheduled commitment reductions.

Interest rates for the Senior Secured Credit Facilities are based upon, at
our option, either the applicable eurocurrency rate (for dollars or euros, as
applicable) adjusted for reserves or the applicable base rate. The applicable
spreads vary based on a pricing grid, in the case of adjusted eurocurrency
based loans, from 1.25% to 3.50% per annum depending on the loan facility and
whether specified conditions have been satisfied and, in the case of the
applicable base rate based loans, from 0.0% to 2.25% per annum.

The Senior Secured Credit Facilities require mandatory prepayments in
specified circumstances including the incurrence of indebtedness, net cash
proceeds of certain asset dispositions, a specified percentage of excess cash
flow, specified capital stock offerings, additional specified subordinated
indebtedness and in connection with certain sales of accounts receivable under
our December 2000 securitization program.

The Senior Secured Credit Facilities contain representations and warranties,
affirmative covenants, financial covenants, negative covenants and events of
default that are usual and customary for facilities similar to the Senior
Secured Credit Facilities. The negative covenants include restrictions, among
others, on the incurrence of indebtedness and liens, consolidations and
mergers, the purchase and sale of assets, issuance of stock, loans and
investments, voluntary payments and modifications of indebtedness, and
affiliate transactions. The financial covenants require us to maintain
financial ratios, including a leverage ratio and an interest coverage ratio,
and minimum consolidated net worth and require us to limit the amount of our
capital expenditures.

105

We are not in compliance with one of the financial covenants contained in
the Senior Secured Credit Facilities. As a result, we currently cannot borrow
additional amounts under, or otherwise have access to, the Senior Secured
Credit Facilities. We are pursuing waivers under and amendments to the Senior
Secured Credit Facilities which, among other things, would modify the financial
covenants. Certain events affecting Huntsman Corporation could also trigger a
"change of control" under the indentures governing our outstanding senior
subordinated notes and the new notes and under the Senior Secured Credit
Facilities. For a further discussion, see "Risk Factors--We are not in
compliance with one of the financial covenants contained in the Senior Secured
Credit Facilities, and are pursuing waivers under and amendments to the Senior
Secured Credit Facilities. If we are unable to obtain the necessary waivers and
amendments, our lenders could pursue certain remedies under the Senior Secured
Credit Facilities" and "--Certain events affecting Huntsman Corporation could
also trigger a "change of control" under the indentures governing our
outstanding senior subordinated notes and the new notes and under the Senior
Secured Credit Facilities", and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources".

Description of Our Outstanding Senior Subordinated Notes

Partly in connection with the transaction with ICI and Huntsman Specialty on
June 30, 1999, we issued $600 million and (Euro)200 million 10 1/8% Senior
Subordinated Notes (the "1999 senior subordinated notes") pursuant to an
indenture between us and Bank One, N.A., as trustee, as amended by the First
Amendment to Indenture dated January 5, 2000 (the "Original Indenture").
Interest on the these notes is payable semi-annually at a rate of 10 1/8% per
annum, and these notes will mature on July 1, 2009.

Our 1999 outstanding senior subordinated notes are redeemable (1) on or
after July 1, 2004 at 105.063% of the principal amount thereof, declining
ratably to par on and after July 1, 2007, and (2) prior to July 1, 2004 at
105.063% of the principal amount thereof, discounted to the redemption date
using the treasury rate (for the dollar denominated notes) or the Bund rate
(for the euro denominated notes) plus 0.50%, plus in each case accrued and
unpaid interest to the date of redemption. In addition, at any time prior to
July 1, 2002, we have the right to redeem up to 35% of the original principal
amount of these notes with the net proceeds of one or more offerings of capital
stock at 110.125% of the principal amount plus accrued but unpaid interest to
the date of redemption; provided that not less than 65% of the aggregate
principal amount of either the dollar or euro 1999 senior subordinated notes
originally issued must remain outstanding immediately after giving effect to
such redemption (other than such notes held by Huntsman International or any of
its affiliates).

We issued approximately (Euro)250 million in aggregate principal amount of
10% Senior Subordinated Notes due 2009 (the "2001 senior subordinated notes"
and together with the 1999 senior subordinated notes, the "senior subordinated
notes") pursuant to an indenture, dated as of March 13, 2001, among our
company, each of the guarantors party thereto and The Bank of New York, as
Trustee. The senior subordinated notes were issued pursuant to two private
placements on March 13, 2001 and May 2, 2001 that were exempt from the
registration requirements of the Securities Act. Interest on these notes is
payable semi-annually at a rate of 10% per annum, and these notes will mature
on July 1, 2009.

The senior subordinated notes are redeemable (1) after July 1, 2004 at
105.063% of the principal amount thereof, declining ratably to par on and after
July 1, 2007, and (2) on or prior to July 1, 2004 at 105.063% of the principal
amount of the notes being redeemed as of July 1, 2004, discounted to the
redemption date on a semiannual basis at the Adjusted Bund Rate, plus accrued
interest to the redemption date. In addition, at any time prior to July 1,
2002, we have the right to redeem up to 35% of the aggregate principal amount
of these notes

106

originally issued with the net cash proceeds of one or more equity offerings at
110.125% of the principal amount plus accrued and unpaid interest, if any, to
the redemption date; provided that (a) not less than 65% of the aggregate
principal amount of the notes originally issued remains outstanding immediately
after the occurrence of such redemption (excluding such notes held by us and
our subsidiaries), and (b) the redemption occurs within 120 days of the date of
the closing of such equity offerings.

Like the new notes offered in the exchange offer, our outstanding senior
subordinated notes are unconditionally guaranteed by Eurofuels LLC, Eurostar
Industries LLC, Huntsman EA Holdings LLC, Huntsman Ethyleneamines Ltd.,
Huntsman International Financial LLC, Huntsman International Fuels, L.P.,
Huntsman Propylene Oxide Holdings LLC, Huntsman Propylene Oxide Ltd., Huntsman
Texas Holdings LLC, Tioxide Americas Inc. and Tioxide Group on a senior
subordinated basis. The guarantees of our outstanding senior subordinated notes
are also (1) general unsecured senior subordinated obligations of the
guarantors, (2) effectively subordinated in right of payment to all existing
and future senior debt of the guarantors, (3) equal in right of payment to all
existing and future senior subordinated indebtedness of the guarantors and (4)
senior in right of payment to any subordinated indebtedness of the guarantors.

107

DESCRIPTION OF NOTES

You can find the definitions of certain terms used in this description under
the subheading "Certain Definitions". In this description, the phrase "Huntsman
International" refers only to Huntsman International LLC and not to any of its
subsidiaries, and "Huntsman International Holdings" refers only to Huntsman
International Holdings LLC, our parent company. Additionally, the word
"guarantors" refers to Eurofuels LLC, Eurostar Industries LLC, Huntsman EA
Holdings LLC, Huntsman Ethyleneamines Ltd., Huntsman International Financial
LLC, Huntsman International Fuels, L.P., Huntsman Propylene Oxide Holdings LLC,
Huntsman Propylene Oxide Ltd., Huntsman Texas Holdings LLC, Tioxide Americas
Inc. and Tioxide Group and any other Restricted Subsidiary of Huntsman
International that in the future agrees to become a guarantor.

The old notes were, and the new notes will be, issued under an indenture,
dated March 13, 2001, among Huntsman International, the guarantors and The Bank
of New York, as trustee, in a private transaction that will not be subject to
the registration requirements of the Securities Act. See "Notice to Investors".
The terms of the notes will include those stated in the indenture and those
made part of the indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act").

The indenture provides for the initial issuance of the (Euro)200 million
aggregate principal amount of notes, which we refer to in this description as
the initial notes. The indenture also provides for additional issuances of
notes (Euro)50 million in aggregate principal amounts of not less than (Euro)50
million per issuance (or $50 million per issuance) and not to exceed (Euro)500
million in the aggregate (or $500 million in the aggregate), which we refer to
in this description as the additional notes. Any issuance of additional notes
will be subject to our compliance with the covenant described below under "--
Limitation on Incurrence of Additional Indebtedness" and provided that no
default or Event of Default exists under the indenture at the time of issuance
or would result therefrom. All newly issued notes will be substantially
identical in all material respects other than issuance dates and will
constitute a part of the same series, including with respect to redemption and
matters requiring approval of the holders. After the issuance of the old notes
pursuant to the May 1st Offering, we are entitled to issue additional notes
that do not exceed (Euro)450 million in the aggregate (or $450 million in the
aggregate) for such subsequent additional notes. In the event the proposed
amendments to the indenture are approved, as described under "The Consent
Solicitation", additional issuances of notes under the indenture will not be
subject to the (Euro)50 million (or $50 million, in the case of U.S. dollar
denominated notes) minimum threshold.

The following description is a summary of the material provisions of the
indenture and each of the Registration Rights Agreements relating to the notes.
It does not restate those agreements in their entirety. We urge you to read the
indenture and the Registration Rights Agreements because they, and not this
description, define your rights as holders of the notes. A copy of the
indenture and Registration Rights Agreements are available as described below
under "Where You Can Find More Information".

Brief Description of the Notes and the Guarantees

The notes

The notes are:

. general unsecured senior subordinated obligations of Huntsman
International;

. subordinated in right of payment to all existing and future Senior Debt
of Huntsman International;

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. equal in right of payment to all existing and future senior subordinated
Indebtedness of Huntsman International;

. senior in right of payment to any subordinated Indebtedness of Huntsman
International; and

. unconditionally guaranteed by the guarantors on a senior subordinated
basis.

The Guarantees

As of the date of issuance of the notes, Eurofuels LLC, Eurostar Industries
LLC, Huntsman EA Holdings LLC, Huntsman Ethyleneamines Ltd., Huntsman
International Financial LLC, Huntsman International Fuels, L.P., Huntsman
Propylene Oxide Holdings LLC, Huntsman Propylene Oxide Ltd., Huntsman Texas
Holdings LLC, Tioxide Americas Inc. and Tioxide Group are our only subsidiaries
that will guarantee Huntsman International's obligations under the notes. The
obligations of the guarantors under their guarantees will be limited as
necessary to minimize the risk that such guarantees would constitute a
fraudulent conveyance under applicable law. See "Risk Factors--The notes and
guarantees may be void, avoided or subordinated under laws governing fraudulent
transfers, insolvency and financial assistance".

The guarantees of the notes:

. are general unsecured senior subordinated obligations of the guarantors;

. are effectively subordinated in right of payment to all existing and
future Senior Debt of the guarantors;

. are equal in right of payment to all existing and future senior
subordinated Indebtedness of the guarantors; and

. are senior in right of payment to any subordinated Indebtedness of the
guarantors.

As of September 30, 2001, Huntsman International and the guarantors had
$2,558 million of Senior Debt outstanding, and Huntsman International's
subsidiaries which are not guarantors had approximately $19 million of
Indebtedness outstanding.

The address of each of the guarantors is: c/o Huntsman International LLC,
500 Huntsman Way, Salt Lake City, Utah 84108, and their phone number is (801)
584-5700.

As of September 30, 2001, all the subsidiaries of Huntsman International are
"Restricted Subsidiaries". However, under certain circumstances we are
permitted to designate certain of our subsidiaries as "Unrestricted
Subsidiaries". Unrestricted Subsidiaries are not subject to the restrictive
covenants in the indenture.

We and our Domestic Subsidiaries will make investments in our Foreign
Subsidiaries either directly or by advancing funds to Huntsman International
Financial or Tioxide Group, each of whom will in turn advance the funds to the
Foreign Subsidiaries, either as a capital contribution or as an intercompany
loan. At September 30, 2001, Huntsman International Financial held
approximately $1.3 billion of unsecured indebtedness from our Foreign
Subsidiaries. In addition, Huntsman (Holdings) U.K. ("Holdings U.K."), a direct
wholly owned Restricted Subsidiary of Tioxide Group, held approximately $1.0
billion of secured Indebtedness from our Foreign Subsidiaries. However, in the
event of a bankruptcy, liquidation or reorganization of a Foreign Subsidiary,
there can be no assurance that the intercompany loans it owes to Holdings U.K.
or Tioxide Group will not be declared unenforceable, equitably subordinated to
other obligations of such Foreign Subsidiary or recharacterized as equity. In
such an event, creditors of such Foreign Subsidiary will have a prior claim to
all assets of such Foreign Subsidiary.

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Subordination

The payment of principal, premium and interest, if any, on the notes is
subordinated to the prior payment in full in cash of all Senior Debt of
Huntsman International.

The holders of Senior Debt will be entitled to receive payment in full in
cash of Obligations due in respect of Senior Debt (including interest after the
commencement of any of the proceedings described below at the rate specified in
the applicable Senior Debt) before the holders of notes will be entitled to
receive any payment with respect to the notes (except that holders of notes may
receive and retain Junior Permitted Securities and payments made from the trust
described under "--Legal Defeasance and Covenant Defeasance"), in the event of
any distribution to creditors of Huntsman International:

(1) in a liquidation or dissolution of Huntsman International;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to Huntsman International or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshaling of Huntsman International's assets and
liabilities.

Huntsman International also may not make any payment in respect of the notes
(except in Permitted Junior Securities or from the trust described under "--
Legal Defeasance and Covenant Defeasance") if:

(1) a payment default on Designated Senior Debt occurs and is continuing
beyond any applicable grace period; or

(2) any other default occurs and is continuing on Designated Senior Debt
that permits holders of the Designated Senior Debt to accelerate its
maturity and the trustee receives a notice of such default (a "Payment
Blockage Notice") from Huntsman International or the holders of any
Designated Senior Debt.

Payments on the notes shall be resumed:

(1) in the case of a payment default, upon the date on which such
default is cured or waived; and

(2) in case of a nonpayment default, the earlier of the date on which
such nonpayment default is cured or waived or 179 days after the date on
which the applicable Payment Blockage Notice is received, unless the
maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until 360 days
have elapsed since the effectiveness of the immediately prior Payment Blockage
Notice.

No nonpayment default that existed or was continuing on the date of delivery
of any Payment Blockage Notice to the trustee shall be, or be made, the basis
for a subsequent Payment Blockage Notice unless such default shall have been
cured or waived for a period of not less than 180 days.

Huntsman International must promptly notify holders of Senior Debt if
payment of the notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of
a bankruptcy, liquidation or reorganization of Huntsman International, holders
of the notes may recover less ratably than creditors of Huntsman International
who are holders of Senior Debt. See "Risk Factors--Because the new notes are
subordinated to senior debt, our assets will first be used to repay our senior
debt and may not be sufficient to repay the new notes".

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Principal, Maturity and Interest of the Notes

The notes are limited in aggregate principal amount to (Euro)700 million (or
$700 million): (Euro)200 million of which were issued by us in denominations of
(Euro)1,000 and integral multiples thereof, and (Euro)500 million (or $500
million) ((Euro)50 million of which were issued in the May 1st Offering) of
which can only be issued in compliance with the covenant described below under
"--Limitation on Incurrence of Additional Indebtedness". The notes will mature
on July 1, 2009 at the principal amount, plus accrued and unpaid interest to
the maturity date.

Interest on the notes will accrue at the rate of 10 1/8% per annum from
January 1, 2001 through maturity and will be payable semi-annually in arrears
on January 1 and July 1, commencing on July 1, 2001. Huntsman International
will make each interest payment to the holders of record of the notes on the
immediately preceding December 15 and June 15.

Interest on the notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

Optional Redemption

At any time prior to July 1, 2002, Huntsman International may on any one or
more occasions redeem up to 35% of the aggregate principal amount of the notes
originally issued (including the original principal amount of any additional
notes subsequently issued under the indenture), at a redemption price of
110.125% of the principal amount thereof, plus accrued and unpaid interest to
the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that

(1) at least 65% of the aggregate principal amount of the notes
originally issued (including the original principal amount of any
additional notes subsequently issued under the indenture) remains
outstanding immediately after the occurrence of such redemption (excluding
notes held by Huntsman International and its subsidiaries); and

(2) the redemption must occur within 120 days of the date of the closing
of such Equity Offering.

Notice of any such redemption must be given within 90 days after the date of
such Equity Offering. Huntsman International will publish a copy of such notice
in accordance with the procedures described under "--Notices".

As used in the preceding paragraph, "Equity Offering" means any sale of
Qualified Capital Stock of Huntsman International or any capital contribution
to the equity of Huntsman International.

On or prior to July 1, 2004, Huntsman International may redeem all or a part
of the notes upon not less than 30 nor more than 60 days' notice, at a
redemption price (the "Make-Whole Price") equal to the greater of

(1) 100% of the principal amount thereof or

(2) the present value, as determined by an Independent Investment
Banker, of

(A) 105.063% of the principal amount of the notes being redeemed as
of July 1, 2004 (assuming a 360-day year consisting of twelve 30-day
months) plus

(B) all required interest payments due on such notes through July 1,
2004 (excluding accrued interest), discounted to the redemption date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Bund Rate, plus in each case accrued interest
to the redemption date.

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After July 1, 2004, Huntsman International may redeem all or a part of the
notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on July 1 of the
years indicated below:

Redemption
Year price
---- ----------

2004.............................................................. 105.063%
2005.............................................................. 103.375%
2006.............................................................. 101.688%
2007 and thereafter............................................... 100.000%

Huntsman International will publish a redemption notice in accordance with
the procedures described under "--Selection and Notice" and "--Notices".

Repurchase at the Option of Holders upon Change of Control

If a Change of Control occurs, each holder of the notes (including any
additional notes subsequently issued under the indenture) will have the right
to require Huntsman International to repurchase all or any part (equal to
(Euro)1,000 or an integral multiple thereof) of that holder's notes pursuant
to the Change of Control Offer. In the Change of Control Offer, Huntsman
International will offer a Change of Control Payment in cash equal to 101% of
the aggregate principal amount of the notes repurchased plus accrued and
unpaid interest thereon, if any, to the date of purchase. Within 30 days
following any Change of Control, Huntsman International will mail a notice to
each holder describing the transaction(s) that constitute the Change of
Control and offering to repurchase the notes on the Change of Control Payment
Date specified in such notice, pursuant to the procedures required by the
indenture and described in such notice. Huntsman International will also
publish a notice of the offer to repurchase in accordance with the procedures
described under "--Notices". Huntsman International will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the notes as a result of a
Change of Control.

On the Change of Control Payment Date, Huntsman International will, to the
extent lawful:

(1) accept for payment all notes or portions thereof properly tendered
pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all notes or portions thereof so tendered;
and

(3) deliver or cause to be delivered to the trustee the notes so
accepted together with an Officers' Certificate stating the aggregate
principal amount of notes or portions thereof being purchased by Huntsman
International.

The Paying Agent will promptly mail to each holder of notes so tendered the
Change of Control Payment for such notes, and the trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each
holder a new note equal in principal amount to any unpurchased portion of the
notes surrendered, if any; provided that each such new note will be in a
principal amount of (Euro)1,000 or an integral multiple thereof.

Prior to complying with any provisions of this "Change of Control"
covenant, but in any event within 30 days following a Change of Control,
Huntsman International must either:

. repay in full and terminate all commitments under Indebtedness under the
Credit Facilities and all other Senior Debt, if required under the terms
of the Credit Facilities or such Senior Debt;

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. offer to repay all commitments under all Indebtedness under the Credit
Facilities and all such other Senior Debt and repay each lender that has
accepted the offer; or

. obtain the requisite consents, if any, under the Credit Facilities and
all other Senior Debt to permit the repurchase of the notes as provided
below.

Except as described above with respect to a Change of Control, the indenture
does not contain provisions that permit the holders of the notes to require
that Huntsman International repurchase or redeem the notes in the event of a
takeover, recapitalization or similar transaction.

Selection and Notice

If less than all of the notes are to be redeemed at any time in connection
with an optional redemption, the trustee will select notes for redemption as
follows:

(1) if the notes are listed, in compliance with the requirements of the
principal national securities exchange on which the notes are listed; or

(2) if the notes are not so listed, on a pro rata basis, by lot or by
such method as the trustee shall deem fair and appropriate.

No notes of (Euro)1,000 or less shall be redeemed in part. Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the redemption date to each holder of notes to be redeemed at its
registered address. Huntsman International will also publish a notice of
redemption in accordance with the procedures described under "--Notices".

If any note is to be redeemed in part only, the notice of redemption that
relates to that note shall state the portion of the principal amount at
maturity thereof to be redeemed. A new note in principal amount at maturity
equal to the unredeemed portion of the original note will be issued in the name
of the holder thereof upon cancellation of the original note. Notes called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on notes or portions of them called
for redemption.

Certain Covenants

Set forth below are summaries of certain covenants contained in the
indenture.

Limitation on Incurrence of Additional Indebtedness. Huntsman International
will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, assume, guarantee, acquire, become liable,
contingently or otherwise, with respect to, or otherwise become responsible for
payment of (collectively, "incur") any Indebtedness other than Permitted
Indebtedness; provided, however, that if no Default or Event of Default shall
have occurred and be continuing at the time of or as a consequence of the
incurrence of any such Indebtedness, Huntsman International and its Restricted
Subsidiaries which are guarantors may incur Indebtedness (including Acquired
Indebtedness), and Restricted Subsidiaries which are not guarantors may incur
Acquired Indebtedness, in each case if, on the date of the incurrence of such
Indebtedness, after giving effect to the incurrence thereof, the Consolidated
Fixed Charge Coverage Ratio of Huntsman International is greater than 2.0 to
1.0.

Limitation on Restricted Payments. Huntsman International will not, and
will not cause or permit any of its Restricted Subsidiaries to, directly or
indirectly, make any Restricted Payment if at the time of such Restricted
Payment or immediately after giving effect thereto:

(A) a Default or an Event of Default shall have occurred and be
continuing;

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(B) Huntsman International is not able to incur at least $1.00 of
additional Indebtedness other than Permitted Indebtedness in compliance
with the "Limitation on Incurrence of Additional Indebtedness" covenant; or

(C) the aggregate amount of Restricted Payments made after June 30,
1999, including the fair market value as determined reasonably and in good
faith by the board of managers of Huntsman International of non-cash
amounts constituting Restricted Payments, shall exceed the sum of:

(1) 50% of the cumulative Consolidated Net Income (or if cumulative
Consolidated Net Income shall be a loss, minus 100% of such loss) of
Huntsman International earned from June 30, 1999 through the last day
of the last full fiscal quarter immediately preceding the date the
Restricted Payment occurs (the "Reference Date") (treating such period
as a single accounting period); plus

(2) 100% of the aggregate net cash proceeds received by Huntsman
International from any person (other than a subsidiary of Huntsman
International) from the issuance and sale subsequent to June 30, 1999
and on or prior to the Reference Date of Qualified Capital Stock of
Huntsman International (other than Specified Venture Capital Stock);
plus

(3) without duplication of any amounts included in clause (2) above,
100% of the aggregate net cash proceeds of any equity contribution
received by Huntsman International from a holder of Huntsman
International's Capital Stock.

Notwithstanding the foregoing, the provisions set forth in the immediately
preceding paragraph do not prohibit:

(1) the payment of any dividend within 60 days after the date of
declaration of such dividend if the dividend would have been permitted on
the date of declaration;

(2) the acquisition of any shares of Capital Stock of Huntsman
International, either (A) solely in exchange for shares of Qualified
Capital Stock of Huntsman International or (B) if no Default or Event of
Default shall have occurred and be continuing, through the application of
net proceeds of a substantially concurrent sale for cash (other than to a
subsidiary of Huntsman International) of shares of Qualified Capital Stock
of Huntsman International;

(3) the acquisition of any Indebtedness of Huntsman International that
is subordinate or junior in right of payment to the notes either (A) solely
in exchange for shares of Qualified Capital Stock of Huntsman
International, or (B) if no Default or Event of Default shall have occurred
and be continuing, through the application of net proceeds of a
substantially concurrent sale or incurrence for cash (other than to a
subsidiary of Huntsman International) of (x) shares of Qualified Capital
Stock of Huntsman International or (y) Refinancing Indebtedness;

(4) so long as no Default or Event of Default shall have occurred and be
continuing, repurchases by Huntsman International of, or dividends to
Huntsman International Holdings to permit repurchases by Huntsman
International Holdings of, Common Stock of Huntsman International or
Huntsman International Holdings from employees of Huntsman International or
any of its subsidiaries or their authorized representatives upon the death,
disability or termination of employment of such employees, in an aggregate
amount not to exceed $4 million in any calendar year;

(5) the redemption or repurchase of any Common Stock of Huntsman
International held by a Restricted Subsidiary of Huntsman International
which obtained such Common Stock directly from Huntsman International;

114

(6) distributions to the members of Huntsman International in accordance
with the Tax Sharing Agreement;

(7) payments to Huntsman International Holdings for legal, audit, and
other expenses directly relating to the administration of Huntsman
International Holdings (including fees and expenses relating to the
Huntsman International Holdings Zero Coupon Notes) which when aggregated
with loans made to Huntsman International Holdings in accordance with
clause (12) under the definition of "Permitted Investment ", will not
exceed $3 million in any fiscal year;

(8) the payment of consideration by a third party to equity holders of
Huntsman International;

(9) additional Restricted Payments in an aggregate amount not to exceed
$10 million since June 30, 1999;

(10) payments of dividends on Disqualified Capital Stock issued in
accordance with "Limitation on Incurrence of Additional Indebtedness "
above; and

(11) distributions and Investments in connection with our transaction
with ICI and Huntsman Specialty and the financing thereof.

In determining the aggregate amount of Restricted Payments made subsequent
to June 30, 1999 in accordance with clause (C) of the immediately preceding
paragraph, cash amounts expended pursuant to clauses (1), (2) and (4) of this
paragraph shall be included in such calculation.

Not later than the date of making any Restricted Payment pursuant to clause
(C) of the second preceding paragraph or clause (9) of the immediately
preceding paragraph, Huntsman International shall deliver to the trustee an
officers' certificate stating that such Restricted Payment complies with the
indenture and setting forth in reasonable detail the basis upon which the
required calculations were computed, which calculations may be based upon
Huntsman International's quarterly financial statements last provided to the
trustee pursuant to "--Reports to Holders".

Limitation on Asset Sales. Huntsman International will not, and will not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Huntsman International or the applicable Restricted Subsidiary
receives consideration at the time of such Asset Sale at least equal to the
fair market value of the assets that are sold or otherwise disposed of, as
determined in good faith by Huntsman International's board of managers;

(2) at least 75% of the consideration received by Huntsman International
or the applicable Restricted Subsidiary from the Asset Sale is in the form
of cash or Cash Equivalents, and is received at the time of the Asset Sale.
For the purposes of this provision, the amount of any liabilities shown on
the most recent applicable balance sheet of Huntsman International or the
applicable Restricted Subsidiary, other than liabilities that are by their
terms subordinated to the notes, that are assumed by the transferee of any
such assets will be deemed to be cash for purposes of this provision; and

(3) upon the consummation of an Asset Sale, Huntsman International
applies, or causes the applicable Restricted Subsidiary to apply, the Net
Cash Proceeds relating to the Asset Sale within 365 days of having received
the Net Cash Proceeds.

Additionally, Huntsman International must apply the Net Cash Proceeds
either:

(A) to prepay any Senior Debt, guarantor Senior Debt or Indebtedness of
a Restricted Subsidiary that is not a guarantor and, in the case of any
such Indebtedness under any

115

revolving credit facility, effect a permanent reduction in the availability
under such revolving credit facility;

(B) to make an investment in or expenditures for properties and assets
(including Capital Stock of any entity) that replace the properties and
assets that were the subject of the Asset Sale or in properties and assets
(including Capital Stock of any entity) that will be used in the business
of Huntsman International and its subsidiaries as existing on the date of
issuance of the notes or in businesses reasonably related thereto
("Replacement Assets"); and/or

(C) to make an acquisition of all of the capital stock or assets of any
person or division conducting a business reasonably related to that of
Huntsman International or its subsidiaries.

With respect to clauses (B) and (C) above, Huntsman International only may
apply Net Cash Proceeds in excess of $30 million in the aggregate since June
30, 1999 from Asset Sales involving assets of Huntsman International or a
guarantor (other than the Capital Stock of a Foreign Subsidiary) towards

. assets which will be owned by Huntsman International or a guarantor and
not constituting an Investment or

. the capital stock of a person that becomes a guarantor.

Any Net Proceeds that Huntsman International does not apply, or decides not
to apply, in accordance with the preceding paragraph will constitute a "Net
Proceeds Offer Amount". The 366th day after an Asset Sale or any earlier date
on which the board of Huntsman International or board of the applicable
Restricted Subsidiary determines not to apply the Net Cash Proceeds in
accordance with the preceding paragraph is a "Net Proceeds Offer Trigger Date".
When the aggregate amount of the Net Proceeds Offer Amount is equal to or
exceeds $30 million, Huntsman International or such Restricted Subsidiary must
make an offer to purchase (the "Net Proceeds Offer") on a date that is not less
than 30 nor more than 45 days following the applicable Net Proceeds Offer
Trigger Date, from

. all holders of notes (including any additional notes subsequently issued
under the indenture) and

. all holders of other Indebtedness that

--is equal in right of payment with the notes and

--contains provisions requiring that an offer to purchase such other
Indebtedness be made with the proceeds from the Asset Sale,

on a pro rata basis, the maximum principal amount of notes and other
Indebtedness that may be purchased with the Net Proceeds Offer Amount. The
offer price in any Net Proceeds Offer will be equal to 100% of the principal
value of the notes to be purchased, plus any accrued and unpaid interest to the
date of purchase.

The following events will be deemed to constitute an Asset Sale and the Net
Proceeds for such Asset Sale must be applied in accordance with this covenant:

. in the event any non-cash consideration received by Huntsman
International or any Restricted Subsidiary of Huntsman International in
connection with any Asset Sale is converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any
such non-cash consideration); or

. in the event of the transfer of substantially all, but not all, of the
property and assets of Huntsman International and its Restricted
Subsidiaries as an entirety to a person in a

116

transaction permitted under "--Merger, Consolidation and Sale of Assets",
and as a result thereof Huntsman International is no longer an obligor on
the notes, the successor corporation shall be deemed to have sold the
properties and assets of Huntsman International and its Restricted
Subsidiaries not so transferred for purposes of this covenant, and shall
comply with the provisions of this covenant with respect to such deemed
sale as if it were an Asset Sale. In addition, the fair market value of
such properties and assets of Huntsman International or its Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for
purposes of this covenant.

Notwithstanding the provisions described in the immediately preceding
paragraphs, Huntsman International and its Restricted Subsidiaries may
consummate an Asset Sale without complying with such provisions to the extent:

(1) at least 80% of the consideration for such Asset Sale constitutes
Replacement Assets; and

(2) such Asset Sale is for fair market value.

Any consideration that does not constitute Replacement Assets that is
received by Huntsman International or any of its Restricted Subsidiaries in
connection with any Asset Sale permitted under this paragraph will constitute
Net Cash Proceeds and will be subject to the provisions described in the
preceding paragraphs.

Each Net Proceeds Offer will be mailed to the record holders as shown on the
register of holders within 30 days following the Net Proceeds Offer Trigger
Date, with a copy to the trustee, and shall comply with the procedures set
forth in the indenture. Upon receiving notice of the Net Proceeds Offer,
holders may elect to tender their notes in whole or in part in integral
multiples of (Euro)1,000, as the case may be, in exchange for cash. To the
extent holders properly tender notes in an amount exceeding the Net Proceeds
Offer Amount, notes of tendering holders will be purchased on a pro rata basis
(based on amounts tendered). A Net Proceeds Offer shall remain open for a
period of 20 business days or such longer period as may be required by law.

Huntsman International will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to
the extent such laws and regulations are applicable in connection with the
repurchase of notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with the "Limitation
on Asset Sale" provisions of the indenture, Huntsman International shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under the "Limitation on Asset Sale" provisions
of the indenture by virtue thereof.

Limitation on Dividend and Other Payment Restrictions Affecting
Subsidiaries. Huntsman International will not, and will not cause or permit any
of its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary of Huntsman
International to (A) pay dividends or make any other distributions on or in
respect of its Capital Stock; (B) make loans or advances or to pay any
Indebtedness or other obligation owed to Huntsman International or any other
Restricted Subsidiary of Huntsman International; or (C) transfer any of its
property or assets to Huntsman International or any other Restricted Subsidiary
of Huntsman International, except for such encumbrances or restrictions
existing under or by reason of:

(1) applicable law;

(2) the indenture relating to the notes;

117

(3) customary non-assignment provisions of any contract or any lease
governing a leasehold interest of Huntsman International or any Restricted
Subsidiary of Huntsman International;

(4) any agreements existing at the time of acquisition of any person or
the properties or assets of the person so acquired (including agreements
governing Acquired Indebtedness), which encumbrance or restriction is not
applicable to any person, or the properties or assets of any person, other
than the person or the properties or assets of the person so acquired;

(5) agreements existing on the date of issuance of the notes to the
extent and in the manner such agreements are in effect on such date;

(6) restrictions imposed by any agreement to sell assets or Capital
Stock permitted under the indenture to any person pending the closing of
such sale;

(7) any agreement or instrument governing Capital Stock of any person
that is acquired;

(8) Indebtedness or other contractual requirements of a Securitization
Entity in connection with a Qualified Securitization Transaction; provided
that such restrictions apply only to such Securitization Entity;

(9) Liens incurred in accordance with the covenant described under "--
Limitation on Liens";

(10) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business;

(11) the Credit Facilities;

(12) any restriction under an agreement governing Indebtedness of a
Foreign Subsidiary permitted under "--Limitation on Incurrence of
Additional Indebtedness";

(13) customary restrictions in Capitalized Lease Obligations, security
agreements or mortgages securing Indebtedness of Huntsman International or
a Restricted Subsidiary to the extent such restrictions restrict the
transfer of the property subject to such Capitalized Lease Obligations,
security agreements or mortgages;

(14) customary provisions in joint venture agreements and other similar
agreements (in each case relating solely to the respective joint venture or
similar entity or the equity interests therein) entered into in the
ordinary course of business;

(15) contracts entered into in the ordinary course of business, not
relating to Indebtedness, and that do not, individually or in the
aggregate, detract from the value of property or assets of Huntsman
International or any Restricted Subsidiary in any manner material to
Huntsman International or any Restricted Subsidiary; and

(16) an agreement governing Indebtedness incurred to Refinance the
Indebtedness issued, assumed or incurred pursuant to an agreement referred
to in clause (2), (4), (5), (8), (11), (12) or (13), above;

provided, however, that the provisions relating to such encumbrance or
restriction contained in any such Indebtedness are no less favorable to
Huntsman International in any material respect as determined by the board of
managers of Huntsman International in their reasonable and good faith judgment
than the provisions relating to such encumbrance or restriction contained in
agreements referred to in such clause (2), (4), (5), (8), (11), (12) or (13).

Limitation on Preferred Stock of Restricted Subsidiaries. Huntsman
International will not permit any of its Restricted Subsidiaries to issue any
Preferred Stock (other than to Huntsman International or to a Restricted
Subsidiary of Huntsman International) or permit any person (other than
Huntsman International or a Restricted Subsidiary of Huntsman International)
to own any Preferred Stock of any Restricted Subsidiary of Huntsman
International; provided, however, that

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. Class A Shares and Class B Shares may be issued pursuant to the terms of
the Contribution Agreement;

. any person that is not a Restricted Subsidiary of Huntsman International
may issue Preferred Stock to equity holders of such person in exchange
for equity interests if after such issuance such person becomes a
Restricted Subsidiary; and

. Tioxide Southern Africa (Pty) Limited may issue Preferred Stock to its
equity holders in exchange for its equity interests.

Limitation on Liens. Huntsman International shall not, and shall not permit
any of its Restricted Subsidiaries to, create, incur or otherwise cause or
suffer to exist or become effective any Liens of any kind upon any property or
assets of Huntsman International or any Restricted Subsidiary, now owned or
hereafter acquired, which secures Indebtedness pari passu with or subordinated
to the notes unless

. if such Lien secures Indebtedness which is pari passu with the notes,
then the notes are secured on an equal and ratable basis with the
obligations so secured until such time as such obligation is no longer
secured by a Lien; or

. if such Lien secures Indebtedness which is subordinated to the notes, any
such Lien shall be subordinated to a Lien granted to the holders of the
notes in the same collateral as that securing such Lien to the same
extent as such subordinated Indebtedness is subordinated to the notes.

Prohibition on Incurrence of Senior Subordinated Debt. Huntsman
International will not incur or suffer to exist Indebtedness that is senior in
right of payment to the notes and subordinate in right of payment to any other
Indebtedness of Huntsman International.

Merger, Consolidation and Sale of Assets. Huntsman International will not,
in a single transaction or series of related transactions, consolidate or merge
with or into any person, or sell, transfer, or otherwise dispose of (or permit
any Restricted Subsidiary of Huntsman International to sell, assign, transfer,
lease, convey or otherwise dispose of) all or substantially all of Huntsman
International's assets (determined on a consolidated basis for Huntsman
International and Huntsman International's Restricted Subsidiaries) unless:

(1) either (A) Huntsman International shall be the surviving or
continuing corporation or (B) the person (if other than Huntsman
International) formed by such consolidation is an entity organized and
validly existing under the laws of the United States or any State thereof
or the District of Columbia (the "Surviving Entity");

(2) the Surviving Entity, if any, expressly assumes by a supplemental
indenture that is in form and substance satisfactory to the trustee all
rights and obligations of Huntsman International under the notes and the
indenture;

(3) immediately after giving effect to such transaction, including the
assumption of the notes, Huntsman International or the Surviving Entity is
able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to the "--Limitation on Incurrence of
Additional Indebtedness" covenant;

(4) immediately before and after giving effect to such transaction,
including the assumption of the notes, no default or Event of Default
occurred or exists; and

(5) Huntsman International or the Surviving Entity shall have delivered
to the trustee an officers' certificate and an opinion of counsel, stating
that all requirements under the indenture for such a transaction have been
satisfied.

Each guarantor (other than any guarantor whose guarantee is to be released
in accordance with the terms of the guarantee and the indenture in connection
with any

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transaction complying with the provisions of "--Limitation on Asset Sales")
will not, and Huntsman International will not cause or permit any guarantor to,
consolidate with or merge with or into any person other than Huntsman
International or any other guarantor unless:

(1) the entity formed by or surviving any such consolidation or merger
(if other than the guarantor) or to which such sale, lease, conveyance or
other disposition shall have been made assumes by supplemental indenture
all of the obligations of the guarantor on the guarantee;

(2) immediately after giving effect to such transaction, no Default or
Event of Default shall have occurred and be continuing; and

(3) immediately after giving effect to such transaction and the use of
any net proceeds therefrom on a pro forma basis, Huntsman International
could satisfy the provisions of clause (2) of the first paragraph of this
covenant.

Any merger or consolidation of a guarantor with and into Huntsman
International (with Huntsman International being the surviving entity) or
another guarantor need not comply with the first paragraph of this covenant.

Notwithstanding anything in this section to the contrary,

(1) Huntsman International may merge with an Affiliate that has no
material assets or liabilities and that is incorporated or organized solely
for the purpose of reincorporating or reorganizing Huntsman International
in another state of the United States or the District of Columbia without
complying with clause (3) of the first paragraph of this covenant and

(2) any transaction characterized as a merger under applicable state law
where each of the constituent entities survives, will not be treated as a
merger for purposes of this covenant, but instead will be treated as

. an Asset Sale, if the result of such transaction is the transfer of
assets by Huntsman International or a Restricted Subsidiary, or

. an Investment, if the result of such transaction is the acquisition of
assets by Huntsman International or a Restricted Subsidiary.

Limitations on Transactions with Affiliates. Huntsman International will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or permit to exist any transaction or series of related
transactions with, or for the benefit of, any of its Affiliates (each an
"Affiliate Transaction"), other than

(1) Affiliate Transactions permitted under the provision described in
the last paragraph of this covenant and

(2) Affiliate Transactions on terms that are no less favorable to
Huntsman International or the relevant Restricted Subsidiary than those
terms that might reasonably have been obtained in a comparable transaction
by Huntsman International or the relevant Restricted Subsidiary and an
unrelated person.

The board of managers of Huntsman International and the board of the
relevant Restricted Subsidiary must approve each Affiliate Transaction to which
they are a party that involves aggregate payments or other property with a fair
market value in excess of $5 million. This approval must be evidenced by a
board resolution that states that the board has determined that the transaction
complies with the foregoing provisions.

If Huntsman International or any Restricted Subsidiary of Huntsman
International enters into an Affiliate Transaction that involves an aggregate
fair market value of more than $10 million, then prior to the consummation of
the Affiliate Transaction, the parties to such

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Affiliate Transaction must obtain a favorable opinion as to the fairness of
such transaction or series of related transactions to Huntsman International
or the relevant Restricted Subsidiary, as the case may be, from a financial
point of view, from an Independent Financial Advisor and file the same with
the trustee.

The restrictions described in the preceding paragraphs of this covenant do
not apply to:

. reasonable fees and compensation paid to and indemnity provided on behalf
of, officers, directors, manager, employees or consultants of Huntsman
International or any Restricted Subsidiary of Huntsman International as
determined in good faith by Huntsman International's board of managers or
senior management;

. transactions exclusively between or among Huntsman International and any
of its Restricted Subsidiaries or exclusively between or among such
Restricted Subsidiaries, provided such transactions are not otherwise
prohibited by the indenture;

. any agreement as in effect as of the date of issuance of the notes or
contemplated under the contribution agreement or any amendment thereto or
any transaction contemplated thereby in any replacement agreement thereto
so long as any such amendment or replacement agreement is not more
disadvantageous to the holders in any material respect than the original
agreement;

. Permitted Investments and Restricted Payments made in compliance with "--
Limitation on Restricted Payments";

. transactions between any of Huntsman International, any of its
subsidiaries and any Securitization Entity in connection with a Qualified
Securitization Transaction, in each case provided that such transactions
are not otherwise prohibited by the indenture; and

. transactions with distributors or other purchases or sales of goods or
services, in each case in the ordinary course of business and otherwise
in compliance with the terms of the indenture which when taken together
are fair to Huntsman International or the Restricted Subsidiaries as
applicable, in the reasonable determination of the board of managers of
Huntsman International or the senior management thereof, or are on terms
at least as favorable as might reasonably have been obtained at such time
from an unaffiliated party.

Limitation of Guarantees by Restricted Subsidiaries. Huntsman International
will not permit any of its Restricted Subsidiaries, directly or indirectly, by
way of the pledge of any intercompany note or otherwise, to assume, guarantee
or in any other manner become liable with respect to any Indebtedness of
Huntsman International or any other Restricted Subsidiary other than:

(A) Indebtedness under Currency Agreements and Commodity Agreements in
reliance on clause (5) of the definition of "Permitted Indebtedness";

(B) Interest Swap Obligations incurred in reliance on clause (4) of the
definition of "Permitted Indebtedness"; or

(C) any guarantee by a Foreign Subsidiary of Indebtedness of another
Foreign Subsidiary permitted under "--Limitation on Incurrence of
Additional Indebtedness",

unless, in any such case:

(1) such Restricted Subsidiary that is not a guarantor guarantees
payment of the notes;

(2) any such assumption, guarantee or other liability by such Restricted
Subsidiary that is provided in respect of Senior Debt does not contain
subordination provisions that are no less favorable in any material respect
to the holders of the notes than the subordination provisions contained in
the indenture; and

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(3) any such assumption, guarantee or other liability by such Restricted
Subsidiary that is provided in respect of Indebtedness that is expressly
subordinated to the notes is subordinated to the guarantee of the notes
pursuant to subordination provisions no less favorable in any material
respect to the holders of the notes than the subordination provisions
contained in the indenture.

In addition, any Restricted Subsidiary that enters into a guarantee of the
notes under clause (1) above will be automatically and unconditionally released
and discharged from its obligations under such guarantee when any of the
following occur:

. such Restricted Subsidiary is unconditionally released from its liability
with respect to the Indebtedness in connection with which such guarantee
of the notes was executed;

. all of the Capital Stock in, or all or substantially all of the assets
of, such Restricted Subsidiary, or the parent of such Restricted
Subsidiary, is transferred to a person that is not a Restricted
Subsidiary in accordance with the indenture and such Restricted
Subsidiary has been released of its obligations with respect to the
Indebtedness in connection with which such guarantee of the notes was
executed; or

. such Restricted Subsidiary becomes an Unrestricted Subsidiary.

Capital Stock of Certain Subsidiaries. Huntsman International will at all
times hold, directly or indirectly, through a wholly owned Restricted
Subsidiary:

(1) all issued and outstanding Capital Stock of Tioxide Group, other
than shares of Class A Shares issued pursuant to the terms of the
Contribution Agreement, which will be held by an ICI Affiliate; and

(2) all issued and outstanding Capital Stock of Holdings U.K., other
than shares of Class B Shares issued pursuant to the terms of the
Contribution Agreement, which will be held by a Huntsman Affiliate.

Neither Tioxide Group nor Holdings U.K. will issue any Capital Stock (or any
direct or indirect rights, options or warrants to acquire such Capital Stock)
to any person other than Huntsman International or a wholly owned Restricted
Subsidiary of Huntsman International except to qualify directors if required by
applicable law or other similar legal requirements and the Class A Shares and
Class B Shares described in the preceding sentence.

Tioxide Group will not make any direct or indirect distribution with respect
to its Capital Stock to any person other than Huntsman International or a
wholly owned Restricted Subsidiary of Huntsman International except that after
Holdings U.K. has repaid its promissory note to Huntsman International
Financial, Tioxide Group may pay dividends on its Class A Shares in an amount
not to exceed 1% of the dividends paid by Tioxide Group on its other Capital
Stock. Holdings U.K. will not make any direct or indirect distribution with
respect to its Capital Stock to any person other than Huntsman International or
a wholly owned Restricted Subsidiary of Huntsman International and other than
nominal dividends on the Class B Shares.

Conduct of Business. Huntsman International and its Restricted Subsidiaries
(other than a Securitization Entity) will not engage in any businesses which
are not the same, similar or related to the businesses in which Huntsman
International and its Restricted Subsidiaries were engaged on the date of
issuance of the notes, except to the extent that after engaging in any new
business, Huntsman International and its Restricted Subsidiaries, taken as a
whole, remain substantially engaged in similar lines of business as were
conducted by them on the date of issuance of the notes. Huntsman International
Financial shall only conduct the business of holding Indebtedness of Restricted
Subsidiaries of Huntsman International and will not incur or be liable for any
Indebtedness other than guarantees otherwise permitted under

122

the indenture. Tioxide Group will only conduct the business of holding the
equity interests in Restricted Subsidiaries and will not incur or be liable for
any Indebtedness other than guarantees otherwise permitted under the indenture.
Holdings U.K. will only conduct the business of holding equity interests and
Indebtedness of Restricted Subsidiaries and will not incur or be liable for any
Indebtedness other than Indebtedness owing to Huntsman International or
Huntsman International Financial.

Huntsman International and its Domestic Subsidiaries may advance funds to
any Foreign Subsidiary only if such Funds are either:

(1) advanced directly by Huntsman International or a Domestic
Subsidiary;

(2) contributed to Huntsman International Financial as common equity and
Huntsman International Financial loans such funds, directly or indirectly,
through wholly owned Restricted Subsidiaries, to such Foreign Subsidiary;
or

(3) contributed to Tioxide Group as common equity and Tioxide Group
invests such funds in such Foreign Subsidiary.

Reports to Holders. Whether or not required by the SEC, so long as any notes
are outstanding, after the date the exchange offer is required to be
consummated, Huntsman International must furnish to the holders of notes,
within the time periods specified in the SEC's rules and regulations, and make
available to securities analysts and potential investors upon request:

(1) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
Huntsman International were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report on
the annual financial statements by Huntsman International's certified
independent accountants; and

(2) all current reports that would be required to be filed with the SEC
on Form 8-K if Huntsman International were required to file such reports.

If Huntsman International has designated any of its subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the
footnotes thereto, and in Management's Discussion and Analysis of Financial
Condition and Results of Operations, of the financial condition and results of
operations of Huntsman International and its Restricted Subsidiaries separate
from the financial condition and results of operations of the Unrestricted
Subsidiaries of Huntsman International.

Events of Default

Each of the following will constitute an "Event of Default" under the
indenture:

(1) the failure to pay interest on any notes when the same becomes due
and payable and the default continues for a period of 30 days;

(2) the failure to pay principal on any notes, when such principal
becomes due and payable, at maturity, upon redemption or otherwise, whether
or not such payment is prohibited by the subordination provisions of the
indenture;

(3) the failure of Huntsman International or any guarantor to comply
with any covenant or agreement contained in the indenture for a period of
60 days after Huntsman International receives a written notice specifying
the default (and demanding that such default be remedied) from the trustee
or the holders of at least 25% of the outstanding

123

principal amount of the notes, including any additional notes subsequently
issued under the indenture, (except in the case of a default with respect
to the "Merger, Consolidation and Sale of Assets" covenant, which will
constitute an Event of Default with such notice requirement but without
such passage of time requirement);

(4) any default under any agreement governing Indebtedness of Huntsman
International or any of its Restricted Subsidiaries, if that default:

(A) is caused by the failure to pay at final maturity the principal
amount of any Indebtedness after giving effect to any applicable grace
periods and any extensions of time for payment of such Indebtedness; or

(B) results in the acceleration of the final stated maturity of any
such Indebtedness;

and in each case, the aggregate principal amount of such Indebtedness
unpaid or accelerated equals or exceeds $25 million and has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such final maturity or acceleration;

(5) the failure of Huntsman International or its Restricted Subsidiaries
to pay or otherwise discharge or stay one or more judgments in an aggregate
amount exceeding $25 million, which are not covered by indemnities or third
party insurance as to which the person giving such indemnity or such
insurer has not disclaimed coverage, for a period of 60 days after such
judgments become final and non-appealable;

(6) certain events of bankruptcy affecting Huntsman International or any
of its Significant Subsidiaries; or

(7) the failure of any guarantee of any Significant Subsidiary to be in
full force and effect or any of the guarantors denies its liability under
its guarantee.

If an Event of Default arising from certain events of bankruptcy with
respect to Huntsman International occurs and is continuing, then all unpaid
principal of, and premium, if any, and accrued and unpaid interest on all of
the notes will become immediately due and payable without further action or
notice. If any other Event of Default occurs and is continuing, then the
trustee or the holders of at least 25% in principal amount of notes (including
any additional notes subsequently issued under the indenture) may declare the
principal of and accrued interest on all the notes to be due and payable by
notice in writing (the "Acceleration Notice") to Huntsman International and the
trustee, which notice must also specify that it is a "notice of acceleration".
In that event, the notes will become immediately due and payable unless, if
there are any amounts outstanding under the Designated Senior Debt, then the
notes will become immediately due and payable only upon the first to occur of:

. an acceleration under the Designated Senior Debt; or

. five business days after receipt by Huntsman International and the
Representative under the Designated Senior Debt of such Acceleration
Notice.

At any time after a declaration of acceleration with respect to the notes as
described in the preceding paragraph, the holders of a majority in principal
amount of the notes (or any additional notes) may rescind and cancel such
declaration and its consequences:

(1) if the rescission would not conflict with any judgment or decree;

(2) if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
the acceleration;

(3) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal, which has become
due otherwise than by such declaration of acceleration, has been paid;

124

(4) if Huntsman International has paid the trustee its reasonable
compensation and reimbursed the trustee for its expenses, disbursements and
advances; or

(5) in the event of the cure or waiver of an Event of Default of the
type described in clause (6) of the above description of Events of Default,
the trustee shall have received an officers' certificate and an opinion of
counsel that such Event of Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

The holders of a majority in aggregate principal amount of the notes
(including the aggregate principal amount of any additional notes subsequently
issued under the indenture) may waive any existing default or Event of Default
under the indenture, and its consequences, except a default in the payment of
the principal of or interest on any notes.

Holders of the notes may not enforce the indenture or the notes except as
provided in the indenture. Subject to certain limitations, holders of a
majority in aggregate principal amount of the then outstanding notes (including
the aggregate principal amount of any the outstanding additional notes
subsequently issued under the indenture) may direct the trustee in its exercise
of any trust or power or may exercise any of the trustee's powers.

Subject to the provisions of the indenture relating to the duties of the
trustee, the trustee will be under no obligation to exercise any of its rights
or powers under the indenture at the request or direction of any of the holders
unless those holders have offered the trustee reasonable indemnity. The trustee
may withhold from holders of the notes notice of any continuing Default or
Event of Default, other than a Default or Event of Default relating to the
payment of principal, premium or interest, if it determines that withholding
notice is in the best interest of the holders.

Under the indenture, Huntsman International is required to provide an
officers' certificate to the trustee promptly upon any such officer obtaining
knowledge of any Default or Event of Default, and will provide such
certification at least annually as to whether or not they know of any Default
or Event of Default, that has occurred and, if applicable, describe such
Default or Event of Default and the status thereof.

Legal Defeasance and Covenant Defeasance

Huntsman International may, at its option and at any time, elect to have its
obligations and the obligations of the guarantors discharged with respect to
the outstanding notes ("Legal Defeasance"). Legal Defeasance means that
Huntsman International will be deemed to have paid and discharged the entire
indebtedness represented by the outstanding notes, except for:

(1) the rights of holders to receive payments in respect of the
principal of, premium, if any, and interest on the outstanding notes when
such payments are due from the trust fund referred to below;

(2) Huntsman International's obligations with respect to the notes
concerning issuing temporary notes, registration of notes, mutilated,
destroyed, lost or stolen notes and the maintenance of an office or agency
for payments;

(3) the rights, powers, trust, duties and immunities of the trustee and
Huntsman International's obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indenture.

In addition, Huntsman International may, at its option and at any time,
elect to have the obligations of Huntsman International released with respect
to certain of its covenants that are

125

described in the indenture ("Covenant Defeasance") and will be absolved from
liability thereafter for failing to comply with such obligations with respect
to the notes. In the event Covenant Defeasance occurs, certain events (not
including non-payment, bankruptcy, receivership, reorganization and insolvency
events) described under "Events of Default" will no longer constitute an Event
of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Huntsman International must irrevocably deposit with the trustee, in
trust, for the benefit of the holders of the notes, euros or non-callable
government obligations of any member nation of the European Union whose
official currency is the euro, rated AAA or better by S&P and Aaa or better
by Moody's, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to pay the
principal of, premium, if any, and interest on the notes on the stated date
for payment thereof or on the applicable redemption date;

(2) in the case of Legal Defeasance, Huntsman International shall have
delivered to the trustee an opinion of counsel in the United States
reasonably acceptable to the trustee confirming that:

(A) Huntsman International has received from, or there has been
published by, the Internal Revenue Service a ruling; or

(B) since the date of the indenture, there has been a change in the
applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of
counsel shall confirm that, the holders of the outstanding notes will not
recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred; provided, however, such
opinion of counsel shall not be required if all the notes will become due
and payable on the maturity date within one year or are to be called for
redemption within one year under arrangements satisfactory to the trustee);

(3) in the case of Covenant Defeasance, Huntsman International shall
have delivered to the trustee an opinion of counsel in the United States
reasonably acceptable to the trustee confirming that the holders of the
outstanding notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Covenant Defeasance
had not occurred;

(4) no default or Event of Default shall have occurred and be continuing
on the date of such deposit insofar as Events of Default from bankruptcy or
insolvency events are concerned, at any time in the period ending on the
91st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under the indenture or any
other instrument or material agreement to which Huntsman International or
any of its subsidiaries is a party or by which Huntsman International or
any of its subsidiaries is bound;

(6) Huntsman International shall have delivered to the trustee an
officers' certificate stating that the deposit was not made by Huntsman
International with the intent of preferring the holders of the notes over
any other creditors of Huntsman International or with the intent of
defeating, hindering, delaying or defrauding any other creditors of
Huntsman International or others;

(7) Huntsman International shall have delivered to the trustee an
officers' certificate and an opinion of counsel, each stating that all
conditions precedent provided for or relating to the Legal Defeasance or
the Covenant Defeasance have been complied with; and

126

(8) Huntsman International shall have delivered to the trustee an
opinion of counsel to the effect that:

. either (A) Huntsman International has assigned all its ownership
interest in the trust funds to the trustee or (B) the trustee has a
valid perfected security interest in the trust funds; and

. assuming no intervening bankruptcy of Huntsman International between
the date of the deposit and the 124th day following the perfection
of a security interest in the deposit and that no holder is an
insider of Huntsman International, after the 124th day following the
perfection of a security interest in the deposit, the trust funds
will not be subject to avoidance as a preference under Section 547
of the Federal Bankruptcy Code.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect,
except as to surviving rights or registration of transfer or exchange of the
notes, as to all outstanding notes when:

(1) either

(A) all the existing authenticated and delivered notes (except lost,
stolen or destroyed notes that have been replaced or paid and notes for
whose payment money has been deposited in trust or segregated and held
in trust by Huntsman International and repaid to Huntsman International
or discharged from such trust) have been delivered to the trustee for
cancellation; or

(B) all notes not previously delivered to the trustee for
cancellation have become due and payable, and Huntsman International
has irrevocably deposited, or caused to be deposited, with the trustee
funds in an amount sufficient to pay and discharge the entire
Indebtedness on the notes not already delivered to the trustee for
cancellation, for principal of, premium, if any, and interest on the
notes to the date of deposit together with irrevocable instructions
from Huntsman International directing the trustee to apply such funds
to the payment thereof at maturity or redemption, as the case may be;

(2) Huntsman International has paid all other sums payable under the
indenture by Huntsman International; and

(3) Huntsman International has delivered to the trustee an officers'
certificate and an opinion of counsel stating that all conditions precedent
under the indenture relating to the satisfaction and discharge of the
indenture have been complied with.

All funds that remain unclaimed for one year will be paid to Huntsman
International, and thereafter holders of the notes must look to Huntsman
International for payment as general creditors.

Cancellation

All notes that are redeemed by or on behalf of Huntsman International will
be cancelled and, accordingly, may not be reissued or resold. If Huntsman
International purchases any notes, such acquisition shall not operate as a
redemption unless such notes are surrendered for cancellation.

Withholding Taxes

Under certain circumstances, a holder of notes may be subject to withholding
taxes and Huntsman International will not be required to pay any additional
amounts to cover such withholding taxes.

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Modification of the Indenture

Without the consent of each holder of an outstanding note affected, no
amendment and waiver may:

(1) reduce the amount of notes whose holders must consent to an
amendment;

(2) reduce the rate of or change the time for payment of interest,
including, defaulted interest, on any notes;

(3) reduce the principal of or change the fixed maturity of any notes,
or change the date on which any notes may be subject to redemption or
repurchase, or reduce the redemption or repurchase price for the notes;

(4) make any notes payable in money other than that stated in the notes;

(5) make any change in provisions of the indenture relating to the
rights of holders of notes to receive payment of principal of and interest
on the notes or permitting holders of a majority in principal amount of
notes to waive defaults or Events of Default;

(6) amend, change or modify in any material respect the obligation of
Huntsman International to make and complete a Change of Control Offer in
the event of a Change of Control or make and complete a Net Proceeds Offer
with respect to any Asset Sale that has been completed;

(7) modify or change any provision of the indenture affecting the
subordination on ranking of the notes or any guarantee in a manner which
adversely affects the holders; or

(8) release any guarantor from any of its obligations under its
guarantee or the indenture otherwise than in accordance with the terms of
the indenture.

Other modifications and amendments of the indenture may be made with the
consent of the holders of a majority in principal amount of the then
outstanding notes issued under the indenture (including the aggregate principal
amount of any additional notes subsequently issued under the indenture).

Without the consent of any holder of the notes, Huntsman International, the
guarantors and the trustee may amend or supplement the indenture or the notes
to:

(1) cure any ambiguities, defect or inconsistency;

(2) provide for the assumption of Huntsman International's obligations
to holders of notes in the case of a merger or consolidation or sale of all
or substantially all of Huntsman International's assets;

(3) provide for uncertificated notes in addition to or in place of
certificated notes;

(4) make any change that would provide any additional rights or benefits
to the holders of notes or that does not adversely affect in any material
respect the rights under the indenture of any such holder; or

(5) comply with requirements of the SEC in order to effect or maintain
the qualification of the indenture under the Trust Indenture Act.

Governing Law

The indenture will provide that it, the notes and the guarantee will be
governed by, and construed in accordance with, the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the law of another jurisdiction would be
required thereby.

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The Trustee

The indenture will provide that, except during the continuance of an Event
of Default, the trustee will perform only such duties as are specifically set
forth in the indenture or the Trust Indenture Act. During the existence of an
Event of Default, the trustee will exercise such rights and powers vested in it
by the indenture, and use the same degree of care and skill in its exercise as
a prudent person would exercise or use under the circumstances in the conduct
of his own affairs.

The indenture and the provisions of the Trust Indenture Act will contain
certain limitations on the rights of the trustee, should it become a creditor
of Huntsman International, to obtain payments of claims in certain cases or to
realize on certain property received in respect of any such claim as security
or otherwise. Subject to the Trust Indenture Act, the trustee will be permitted
to engage in other transactions; provided that if the trustee acquires any
conflicting interest as described in the Trust Indenture Act, it must eliminate
such conflict or resign.

Notices

All notices shall be deemed to have been given (1) the mailing by first
class mail, postage prepaid, of such notices to holders of the notes at their
registered addresses as recorded in the Register; and (2) so long as the notes
are listed on the Luxembourg Stock Exchange and it is required by the rules of
the Luxembourg Stock Exchange, publication of such notice to the holders of the
notes in English in a leading newspaper having general circulation in
Luxembourg (which is expected to be the Luxemburger Wort) or, if such
publication is not practicable, in one other leading English language daily
newspaper with general circulation in Europe, such newspaper being published on
each business day in morning editions, whether or not it shall be published on
Saturday, Sunday or holiday editions.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the
indenture. Reference is made to the indenture for the full definition of all
such terms, as well as any other terms used herein for which no definition is
provided.

"Acquired Indebtedness" means Indebtedness of a person or any of its
subsidiaries existing at the time such person becomes a Restricted Subsidiary
of Huntsman International or at the time it merges or consolidates with
Huntsman International or any of its Restricted Subsidiaries or assumed in
connection with the acquisition of assets from such person and in each case not
incurred by such person in connection with, or in anticipation or contemplation
of, such person becoming a Restricted Subsidiary of Huntsman International or
such acquisition, merger or consolidation, except for Indebtedness of a person
or any of its subsidiaries that is repaid at the time such person becomes a
Restricted Subsidiary of Huntsman International or at the time it merges or
consolidates with Huntsman International or any of its Restricted Subsidiaries.

"Adjusted Bund Rate" means with respect to any redemption date, the mid-
market yield, under the heading which represents the average for the
immediately prior week, appearing on Reuters page AABBUND01, or its successor,
for the maturity corresponding to July 1, 2009 (if no maturity date is within
three months before or after July 1, 2009, yields for the two published
maturities most closely corresponding to July 1, 2009 shall be determined and
the Bund yield shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month), plus 0.50%. The Bund Rate
shall be calculated on the third business day preceding such redemption date.

129

"Affiliate" means, with respect to any specified person, any other person
who directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified person. The term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative of the
foregoing; provided however that none of the initial purchasers or their
Affiliates shall be deemed to be an Affiliate of Huntsman International.

"Asset Acquisition" means:

. an Investment by Huntsman International or any Restricted Subsidiary of
Huntsman International in any other person pursuant to which such person
shall become a Restricted Subsidiary of Huntsman International or of any
Restricted Subsidiary of Huntsman International, or shall be merged with
or into Huntsman International or of any Restricted Subsidiary of
Huntsman International; or

. the acquisition by Huntsman International or any Restricted Subsidiary
of Huntsman International of the assets of any person (other than a
Restricted Subsidiary of Huntsman International) which constitute all or
substantially all of the assets of such person or comprises any division
or line of business of such person or any other properties or assets of
such person other than in the ordinary course of business.

"Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary
course of business), assignment or other transfer for value by Huntsman
International or any of its Restricted Subsidiaries (including any Sale and
Leaseback Transaction) to any person other than Huntsman International or a
Restricted Subsidiary of Huntsman International of (A) any Capital Stock of any
Restricted Subsidiary of Huntsman International; or (B) any other property or
assets of Huntsman International or any Restricted Subsidiary of Huntsman
International other than in the ordinary course of business; provided, however,
that Asset Sales shall not include:

(1) a transaction or series of related transactions for which Huntsman
International or its Restricted Subsidiaries receive aggregate
consideration of less than $5 million;

(2) sales of accounts receivable and related assets (including contract
rights) of the type specified in the definition of "Qualified
Securitization Transaction" to a Securitization Entity for the fair market
value thereof;

(3) sales or grants of licenses to use the patents, trade secrets, know-
how and other intellectual property of Huntsman International or any of its
Restricted Subsidiaries to the extent that such license does not prohibit
Huntsman International or any of its Restricted Subsidiaries from using the
technologies licensed or require Huntsman International or any of its
Restricted Subsidiaries to pay any fees for any such use;

(4) the sale, lease, conveyance, disposition or other transfer

. of all or substantially all of the assets of Huntsman International
as permitted under "Merger, Consolidation and Sale of Assets",

. of any Capital Stock or other ownership interest in or assets or
property of an Unrestricted Subsidiary or a person which is not a
subsidiary,

. pursuant to any foreclosure of assets or other remedy provided by
applicable law to a creditor of Huntsman International or any
subsidiary of Huntsman International with a Lien on such assets,
which Lien is permitted under the indenture; provided that such
foreclosure or other remedy is conducted in a commercially
reasonable manner or in accordance with any bankruptcy law,

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. involving only Cash Equivalents, Foreign Cash Equivalents or
inventory in the ordinary course of business or obsolete equipment
in the ordinary course of business consistent with past practices of
Huntsman International or

. including only the lease or sublease of any real or personal
property in the ordinary course of business,

(5) the consummation of any transaction in accordance with the terms of
"--Limitation on Restricted Payments"; and

(6) Permitted Investments.

"Capital Stock" means:

. with respect to any person that is a corporation, any and all shares,
interests, participations or other equivalents (however designated and
whether or not voting) of corporate stock, including each class of
Common Stock and Preferred Stock of such person and

. with respect to any person that is not a corporation, any and all
partnership, membership or other equity interests of such person.

"Capitalized Lease Obligation" means, as to any person, the obligations of
such person under a lease that are required to be classified and accounted for
as capital lease obligations under GAAP and, for purposes of this definition,
the amount of such obligations at any date shall be the capitalized amount of
such obligations at such date, determined in accordance with GAAP.

"Cash Equivalents" means:

(1) a marketable obligation, maturing within two years after issuance
thereof, issued or guaranteed by the United States of America or an
instrumentality or agency thereof;

(2) a certificate of deposit or banker's acceptance, maturing within one
year after issuance thereof, issued by any lender under the Credit
Facilities, or a national or state bank or trust company or a European,
Canadian or Japanese bank, in each case having capital, surplus and
undivided profits of at least $100,000,000 and whose long-term unsecured
debt has a rating of "A" or better by S&P or A2 or better by Moody's or the
equivalent rating by any other nationally recognized rating agency
(provided that the aggregate face amount of all Investments in certificates
of deposit or bankers' acceptances issued by the principal offices of or
branches of such European or Japanese banks located outside the United
States shall not at any time exceed 33% of all Investments described in
this definition);

(3) open market commercial paper, maturing within 270 days after
issuance thereof, which has a rating of A1 or better by S&P or P1 or better
by Moody's, or the equivalent rating by any other nationally recognized
rating agency;

(4) repurchase agreements and reverse repurchase agreements with a term
not in excess of one year with any financial institution which has been
elected primary government securities dealers by the Federal Reserve Board
or whose securities are rated AA- or better by S&P or Aa3 or better by
Moody's or the equivalent rating by any other nationally recognized rating
agency relating to marketable direct obligations issued or unconditionally
guaranteed by the United States of America or any agency or instrumentality
thereof and backed by the full faith and credit of the United States of
America;

(5) "Money Market" preferred stock maturing within six months after
issuance thereof or municipal bonds issued by a corporation organized under
the laws of any state of the

131

United States, which has a rating of "A" or better by S&P or Moody's or the
equivalent rating by any other nationally recognized rating agency;

(6) tax exempt floating rate option tender bonds backed by letters of
credit issued by a national or state bank whose long-term unsecured debt
has a rating of AA or better by S&P or Aa2 or better by Moody's or the
equivalent rating by any other nationally recognized rating agency; and

(7) shares of any money market mutual fund rated at least AAA or the
equivalent thereof by S&P or at least Aaa or the equivalent thereof by
Moody's or any other mutual fund holding assets consisting (except for de
minimus amounts) of the type specified in clauses (1) through (6) above.

"Change of Control" means

(1) prior to the initial public equity offering of Huntsman
International, the failure by Mr. Jon M. Huntsman, his spouse, direct
descendants, an entity controlled by any of the foregoing and/or by a trust
of the type described hereafter, and/or a trust for the benefit of any of
the foregoing (the "Huntsman Group"), collectively to have the power,
directly or indirectly, to vote or direct the voting of securities having
at least a majority of the ordinary voting power for the election of
directors (or the equivalent) of Huntsman International or

(2) after the initial public equity offering, the occurrence of the
following:

(A) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), other than one or more members of
the Huntsman Group, is or becomes the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person
shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly,
of 35% or more of the then outstanding voting capital stock of Huntsman
International other than in a transaction having the approval of the
board of managers of Huntsman International at least a majority of
which members are Continuing Managers; or

(B) Continuing Managers shall cease to constitute at least a
majority of the managers constituting the board of managers of Huntsman
International.

"Class A Shares" means the Class A Shares of Tioxide Group which have voting
rights but no rights to dividends and a nominal liquidation preference.

"Class B Shares" means the Class B Shares of Holdings U.K. which have voting
rights, a right to nominal dividends and a nominal liquidation preference.

"Commodity Agreement" means any commodity futures contract, commodity option
or other similar agreement or arrangement entered into by Huntsman
International or any of its Restricted Subsidiaries designed to protect
Huntsman International or any of its Restricted Subsidiaries against
fluctuations in the price of commodities actually at that time used in the
ordinary course of Huntsman International or its Restricted Subsidiaries.

"Common Stock" of any person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting
or non-voting) of such person's common stock, whether outstanding on the date
of issuance of the notes or issued thereafter, and includes, without
limitation, all series and classes of such common stock.

"Consolidated EBITDA" means, with respect to any person, for any period, the
sum (without duplication) of

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(1) Consolidated Net Income,

(2) to the extent Consolidated Net Income has been reduced thereby,

(A) all income taxes of such person and its Restricted Subsidiaries
paid or accrued in accordance with GAAP for such period (other than
income taxes attributable to extraordinary, unusual or nonrecurring
gains or losses or taxes attributable to sales or dispositions outside
the ordinary course of business) and Permitted Tax Distributions paid
during such period,

(B) Consolidated Interest Expense and

All as determined on a consolidated basis for such person and its Restricted
Subsidiaries in accordance with GAAP.

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any
person, the ratio of Consolidated EBITDA of such person during the four full
fiscal quarters for which financial statements are available under "--Reports
to Holders" (the "Four Quarter Period") ending on or prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of such
person for the Four Quarter Period.

In addition to the foregoing, for purposes of this definition, "Consolidated
EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving
effect on a pro forma basis for the period of such calculation to:

(1) the incurrence or repayment of any Indebtedness of such person or
any of its Restricted Subsidiaries (and the application of the proceeds
thereof) giving rise to the need to make such calculation and any
incurrence or repayment of other Indebtedness (and the application of the
proceeds thereof), other than the incurrence or repayment of Indebtedness
in the ordinary course of business for working capital purposes pursuant to
working capital facilities, occurring during the Four Quarter Period or at
any time subsequent to the last day of the Four Quarter Period and prior to
the Transaction Date, as if such incurrence or repayment, as the case may
be (and the application of the proceeds thereof), occurred on the first day
of the Four Quarter Period; and

(2) any Asset Sales or Asset Acquisitions (including, any Asset
Acquisition giving rise to the need to make such calculation) occurring
during the Four Quarter Period or at any time subsequent to the last day of
the Four Quarter Period and on or prior to the Transaction Date, as if such
Asset Sale or Asset Acquisition (including the incurrence, assumption or
liability for any such Acquired Indebtedness) occurred on the first day of
the Four Quarter Period.

If such person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a person other than Huntsman International or a
Restricted Subsidiary, the preceding paragraph will give effect to the
incurrence of such guaranteed Indebtedness as if such person or any Restricted
Subsidiary of such person had directly incurred or otherwise assumed such
guaranteed Indebtedness. Furthermore, in calculating "Consolidated Fixed
Charges" for purposes of determining the denominator (but not the numerator) of
this "Consolidated Fixed Charge Coverage Ratio",

(1) interest on outstanding Indebtedness determined on a fluctuating
basis as of the Transaction Date and which will continue to be so
determined thereafter shall be deemed to have accrued at a fixed rate per
annum equal to the rate of interest on such Indebtedness in effect on the
Transaction Date;

133

(2) if interest on any Indebtedness actually incurred on the Transaction
Date may optionally be determined at an interest rate based upon a factor
of a prime or similar rate, a eurocurrency interbank offered rate, or other
rates, then the interest rate in effect on the Transaction Date will be
deemed to have been in effect during the Four Quarter Period; and

(3) notwithstanding clause (1) above, interest on Indebtedness
determined on a fluctuating basis, to the extent such interest is covered
by agreements relating to Interest Swap Obligations, shall be deemed to
accrue at the rate per annum resulting after giving effect to the operation
of such agreements.

"Consolidated Fixed Charges" means, with respect to any person for any
period, the sum, without duplication, of

(1) Consolidated Interest Expense, plus

(2) the product of

(A) the amount of all dividend payments on any series of Preferred
Stock of such person and its Restricted Subsidiaries (other than
dividends paid in Qualified Capital Stock and other than dividends paid
to such person or to a Restricted Subsidiary of such person) paid,
accrued or scheduled to be paid or accrued during such period times

(B) a fraction, the numerator of which is one and the denominator of
which is one minus the then current effective consolidated federal,
state and local tax rate of such person, expressed as a decimal.

"Consolidated Interest Expense" means, with respect to any person for any
period, the sum of, without duplication:

(1) the aggregate of the interest expense of such person and its
Restricted Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP, including without limitation,

(A) any amortization of debt discount and amortization or write-off
of deferred financing costs,

(B) the net costs under Interest Swap Obligations,

(D) the interest portion of any deferred payment obligation; and

(2) the interest component of Capitalized Lease Obligations paid,
accrued and/or scheduled to be paid or accrued by such person and its
Restricted Subsidiaries during such period as determined on a consolidated
basis in accordance with GAAP.

"Consolidated Net Income" means, with respect to any person, for any
period, the sum of

(1) aggregate net income (or loss) of such person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP plus

(2) cash dividends or distributions paid to such person by any other
person (the "Payor") other than a Restricted Subsidiary of the referent
person, to the extent not otherwise included in Consolidated Net Income,
which have been derived from operating cash flow of the Payor; provided
that there shall be excluded therefrom:

(A) after-tax gains from Asset Sales or abandonments or reserves
relating thereto;

(B) after-tax items classified as extraordinary or nonrecurring
gains;

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(C) the net income of any person acquired in a "pooling of interests"
transaction accrued prior to the date it becomes a Restricted Subsidiary
of the person or is merged or consolidated with the person or any
Restricted Subsidiary of the person;

(D) the net income (but not loss) of any Restricted Subsidiary of the
person to the extent that the declaration of dividends or similar
distributions by that Restricted Subsidiary of that income is
restricted; provided, however, that the net income of Foreign
Subsidiaries shall only be excluded in any calculation of Consolidated
Net Income of Huntsman International as a result of application of this
clause (D) if the restriction on dividends or similar distributions
results from consensual restrictions;

(E) the net income or loss of any person, other than a Restricted
Subsidiary of the person, except to the extent of cash dividends or
distributions paid to the person or to a wholly owned Restricted
Subsidiary of the person by such person;

(F) any restoration to income of any contingency reserve, except to
the extent that provision for such reserve was made out of Consolidated
Net Income accrued at any time following June 30, 1999;

(G) income or loss attributable to discontinued operations
(including, without limitation, operations disposed of during such
period whether or not such operations were classified as discontinued);

(H) in the case of a successor to the person by consolidation or
merger or as a transferee of the referent person's assets, any earnings
of the successor corporation prior to such consolidation, merger or
transfer of assets;

(I) all gains or losses from the cumulative effect of any change in
accounting principles; and

(J) the net amount of all Permitted Tax Distributions made during
such period.

"Consolidated Net Worth" of any person means the consolidated stockholders'
equity (or equivalent) of such person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such person.

"Consolidated Non-cash Charges" means, with respect to any person, for any
period, the aggregate depreciation, amortization and other non-cash charges of
such person and its Restricted Subsidiaries reducing Consolidated Net Income
of such person and its Restricted Subsidiaries for such period, determined on
a consolidated basis in accordance with GAAP (excluding any such charges
constituting an extraordinary item or loss or any such charge which requires
an accrual of or a reserve for cash charges for any future period).

"Continuing Managers" means, as of any date, the collective reference to:

. all members of the board of managers of Huntsman International who have
held office continuously since a date no later than twelve months prior
to Huntsman International's initial public equity offering; and

. all members of the board of managers of Huntsman International who
assumed office after such date and whose appointment or nomination for
election by Huntsman International's shareholders was approved by a vote
of at least 50% of the Continuing Managers in office immediately prior to
such appointment or nomination or by the Huntsman Group.

"Contribution Agreement" means the Contribution Agreement, dated April 15,
1999, among Huntsman Specialty, ICI and Huntsman International Holdings, as
such agreement is in effect on the date of issuance of the notes, or as
amended from time to time.

135

"Credit Facilities" means:

. the senior secured Credit Agreement, dated as of April 15, 1999, as
amended by the first amendment dated as of December 21, 2000, among
Huntsman International and the financial institutions party thereto,
together with the related documents thereto (including any guarantee
agreements and security documents), in each case as such agreements may
be amended, supplemented, extended or otherwise modified from time to
time, (including pursuant to the proposed second amendment described
under "Other Indebtedness--Description of Credit Facilities--Amendment of
Credit Facilities"); and

. any one or more debt facilities, indentures or other agreements that
refinances, replaces or otherwise restructures, including increasing the
amount of available borrowings thereunder in accordance with the "--
Limitation on Incurrence of Additional Indebtedness" covenant described
above or making Restricted Subsidiaries of Huntsman International a
borrower or guarantor thereunder, all or any portion of the Indebtedness
under such agreement or any successor or replacement agreement and
whether including any additional obligors or with the same or any other
agent, lender or group of lenders or with other financial institutions or
lenders.

"Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect
Huntsman International or any Restricted Subsidiary of Huntsman International
against fluctuations in currency values.

"Default" means an event or condition the occurrence of which is, or with
the lapse of time or the giving of notice or both would be, an Event of
Default.

"Designated Senior Debt" means:

. Indebtedness under or in respect of the Credit Facilities; and

. any other Indebtedness constituting Senior Debt which, at the time of
determination, has an aggregate principal amount of at least $100,000,000
and is specifically designated in the instrument evidencing such Senior
Debt as "Designated Senior Debt" by Huntsman International.

"Disqualified Capital Stock" means that portion of any Capital Stock which,
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or is redeemable at the sole option of the holder thereof on or prior to the
final maturity date of the notes.

"Domestic Subsidiary" means any subsidiary other than a Foreign Subsidiary.

"Environmental Lien" means a Lien in favor of any governmental authority
arising in connection with any environmental laws.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any
successor statute or statutes thereto.

"fair market value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair market
value shall be determined by the board of managers of Huntsman International
acting reasonably and in good faith and shall be evidenced by a board
resolution of the board of managers of Huntsman International delivered to the
trustee.

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"Foreign Cash Equivalents" means:

. debt securities with a maturity of 365 days or less issued by any member
nation of the European Union, Switzerland or any other country whose debt
securities are rated by S&P and Moody's A-1 or P-1, or the equivalent
thereof (if a short-term debt rating is provided by either) or at least
AA or AA2, or the equivalent thereof (if a long-term unsecured debt
rating is provided by either) (each such jurisdiction, an "Approved
Jurisdiction") or any agency or instrumentality of an Approved
Jurisdiction, provided that the full faith and credit of the Approved
Jurisdiction is pledged in support of such debt securities or such debt
securities constitute a general obligation of the Approved Jurisdiction;
and

. debt securities in an aggregate principal amount not to exceed $25
million with a maturity of 365 days or less issued by any nation in which
Huntsman International or its Restricted Subsidiaries has cash which is
the subject of restrictions on export or any agency or instrumentality of
such nation, provided that the full faith and credit of such nation is
pledged in support of such debt securities or such debt securities
constitute a general obligation of such nation.

"Foreign Subsidiary" means any subsidiary of Huntsman International (other
than a guarantor) organized under the laws of, and conducting a substantial
portion of its business in, any jurisdiction other than the United States of
America or any state thereof or the District of Columbia.

"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which were in effect as of the date of
issuance of the notes.

"Guarantor Senior Debt" means with respect to any guarantor, the principal
of, premium, if any, and interest (including any interest accruing subsequent
to the filing of a petition of bankruptcy at the rate provided for in the
documentation with respect thereto, whether or not such interest is an allowed
claim under applicable law) on any Indebtedness of a guarantor, whether
outstanding on the date of issuance of the notes or thereafter created,
incurred or assumed, except for any such Indebtedness that is expressly
subordinated or equal in right of payment to the guarantee of such guarantor.
"Guarantor Senior Debt" also includes the principal of, premium, if any,
interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of:

(A) all monetary obligations of every nature of a guarantor in
respect of the Credit Facilities, including obligations to pay
principal and interest, reimbursement obligations under letters of
credit, fees, expenses and indemnities;

(B) all monetary obligations of every nature of a guarantor
evidenced by a promissory note and which is, directly or indirectly,
pledged as security for the obligations of Huntsman International under
the Credit Facilities;

(D) all obligations under Currency Agreements, in each case whether
outstanding on the date of issuance of the notes or thereafter
incurred.

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Notwithstanding the foregoing, "Guarantor Senior Debt" does not include:

(1) any Indebtedness of such guarantor to its Restricted Subsidiaries or
Affiliates or any of such Affiliate's subsidiaries other than as described
in clause (B);

(2) Indebtedness to, or guaranteed on behalf of, any shareholder,
director, officer or employee of such guarantor or any of its Restricted
Subsidiaries;

(3) Indebtedness to trade creditors and other amounts incurred in
connection with obtaining goods, materials or services;

(4) Indebtedness represented by Disqualified Capital Stock;

(5) any liability for federal, state, local or other taxes owed or owing
by such guarantor;

(6) Indebtedness incurred in violation of the indenture provisions set
forth under "--Limitation on Incurrence of Additional Indebtedness";

(7) Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11, United States Code, is without
recourse to Huntsman International; and

(8) any Indebtedness that is expressly subordinated in right of payment
to any other Indebtedness of such guarantor.

"Holdings U.K." means, Huntsman (Holdings) U.K., a private unlimited company
incorporated under the laws of England and Wales.

"Huntsman Affiliate" means Huntsman Corporation or any of its Affiliates
(other than Huntsman International Holdings and its subsidiaries).

"Huntsman Corporation" means Huntsman Corporation, a Utah corporation.

"Huntsman International Holdings Zero Coupon Notes" means, collectively, the
Senior Discount Notes due 2009 and the Subordinated Discount Notes due 2009
issued by Huntsman International Holdings, and any notes into which any such
Huntsman International Holdings Zero Coupon Notes may be exchanged or replaced
pursuant to the terms of the indenture pursuant to which such Huntsman
International Holdings Zero Coupon Notes are issued.

"Huntsman Specialty" means Huntsman Specialty Chemicals Corporation, a Utah
corporation.

"ICI Affiliate" means ICI or any Affiliate of ICI.

"Indebtedness" means with respect to any person, without duplication:

(1) all Obligations of such person for borrowed money;

(2) all Obligations of such person evidenced by bonds, debentures, notes
or other similar instruments;

(3) all Capitalized Lease Obligations of such person;

(4) all Obligations of such person issued or assumed as the deferred
purchase price of property, all conditional sale obligations and all
Obligations under any title retention agreement (but excluding trade
accounts payable and other accrued liabilities arising in the ordinary
course of business that are not overdue by 90 days or more or are being
contested in good faith by appropriate proceedings promptly instituted and
diligently conducted);

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(5) all Obligations for the reimbursement of any obligor on any letter
of credit, banker's acceptance or similar credit transaction;

(6) guarantees in respect of Indebtedness referred to in clauses (1)
through (5) above and clause (8) below;

(7) all Obligations of any other person of the type referred to in
clauses (1) through (6) which are secured by any lien on any property or
asset of such person, the amount of such Obligation being deemed to be the
lesser of the fair market value of such property or asset or the amount of
the Obligation so secured;

(8) all Obligations under Currency Agreements and Interest Swap
Agreements of such person; and

(9) all Disqualified Capital Stock issued by such person with the amount
of Indebtedness represented by such Disqualified Capital Stock being equal
to the greater of its voluntary or involuntary liquidation preference and
its maximum fixed repurchase price, but excluding accrued dividends, if
any.

For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Disqualified Capital Stock
as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to the indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined
reasonably and in good faith by the board of directors of the issuer of such
Disqualified Capital Stock. Notwithstanding the foregoing, "Indebtedness" shall
not include:

(A) advances paid by customers in the ordinary course of business for
services or products to be provided or delivered in the future;

(B) deferred taxes; or

(C) unsecured indebtedness of Huntsman International and/or its
Restricted Subsidiaries incurred to finance insurance premiums in a
principal amount not in excess of the insurance premiums to be paid by
Huntsman International and/or its Restricted Subsidiaries for a three year
period beginning on the date of any incurrence of such indebtedness.

"Independent Financial Advisor" means a firm:

. which does not, and whose directors, officers and employees or
Affiliates do not, have a direct or indirect financial interest in
Huntsman International; and

. which, in the judgment of the board of managers of Huntsman
International, is otherwise independent and qualified to perform the
task for which it is to be engaged.

"Independent Investment Banker" means any Reference Treasury Dealer
appointed by the trustee after consultation with Huntsman International.

"Interest Swap Obligations" means the obligations of any person pursuant to
any arrangement with any other person, whereby, directly or indirectly, such
person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for payments made by such other person calculated by
applying a fixed or a floating rate of interest on the same notional amount and
shall include, without limitation, interest rate swaps, caps, floors, collars
and similar agreements.

"Investment" means, with respect to any person, any direct or indirect loan
or other extension of credit (including, without limitation, a guarantee) or
capital contribution to (by

139

means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition by such person of any Capital Stock, bonds, notes, debentures or
other securities or evidences of Indebtedness issued by, any person:

"Investment" excludes extensions of trade credit by Huntsman International
and its Restricted Subsidiaries on commercially reasonable terms in accordance
with normal trade practices of Huntsman International or such Restricted
Subsidiary, as the case may be. For the purposes of the "Limitation on
Restricted Payments" covenant:

(1) "Investment" shall include and be valued at the fair market value of
the net assets of any Restricted Subsidiary at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary and shall
exclude the fair market value of the net assets of any Unrestricted
Subsidiary at the time that such Unrestricted Subsidiary is designated a
Restricted Subsidiary; and

(2) the amount of any Investment is the original cost of such Investment
plus the cost of all additional Investments by Huntsman International or
any of its Restricted Subsidiaries, without any adjustments for increases
or decreases in value, or write-ups, write-downs or write-offs with respect
to such Investment, reduced by the payment of dividends or distributions in
connection with such Investment or any other amounts received in respect of
such Investment;

provided that no such payment of dividends or distributions or receipt of any
such other amounts shall reduce the amount of any Investment if such payment of
dividends or distributions or receipt of any such amounts would be included in
Consolidated Net Income.

If Huntsman International or any Restricted Subsidiary of Huntsman
International sells or otherwise disposes of any Common Stock of any direct or
indirect Restricted Subsidiary of Huntsman International such that, after
giving effect to any such sale or disposition, Huntsman International no longer
owns, directly or indirectly, greater than 50% of the outstanding Common Stock
of such Restricted Subsidiary, Huntsman International will be deemed to have
made an Investment on the date of any such sale or disposition equal to the
fair market value of the Common Stock of such Restricted Subsidiary not sold or
disposed of.

"Lien" means any lien, mortgage, deed of trust, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof and any agreement to
give any security interest), but not including any interests in accounts
receivable and related assets conveyed by Huntsman International or any of its
subsidiaries in connection with any Qualified Securitization Transaction.

"Moody's" means Moody's Investors Service, Inc. and its successors.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in
the form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents
(other than the portion of any such deferred payment constituting interest)
received by Huntsman International or any of its Restricted Subsidiaries from
such Asset Sale net of:

(A) all out-of-pocket expenses and fees relating to such Asset Sale
(including legal, accounting and investment banking fees and sales
commissions);

(B) taxes paid or payable after taking into account any reduction in
consolidated tax liability due to available tax credits or deductions and
any tax sharing arrangements;

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(D) the decrease in proceeds from Qualified Securitization Transactions
which results from such Asset Sale; and

(E) appropriate amounts to be provided by Huntsman International or any
Restricted Subsidiary, as a reserve, in accordance with GAAP, against any
liabilities associated with such Asset Sale and retained by, Huntsman
International or any Restricted Subsidiary, after such Asset Sale,
including pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale.

"Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

"Organizational Documents" means, with respect to any person, such person's
memorandum, articles or certificate of incorporation, bylaws, partnership
agreement, joint venture agreement, limited liability company agreement or
other similar governing documents and any document setting forth the
designation, amount and/or relative rights, limitations and preferences of any
class or series of such person's Capital Stock.

"Paying Agent" means an office or agency located in London, maintained by
Huntsman International, where notes may be presented or surrendered for
payment. The Paying Agent shall not be Huntsman International or an Affiliate.

"Permitted Indebtedness" means, without duplication, each of the following:

(1) Indebtedness under the initial notes, the additional notes, the new
notes, the indenture and the related guarantees;

(2) Indebtedness incurred pursuant to the Credit Facilities in an
aggregate principal amount not exceeding $2.4 billion at any one time
outstanding less the amount of any payments made by Huntsman International
under the Credit Facilities with the Net Cash Proceeds of any Asset Sale
(which are accompanied by a corresponding permanent commitment reduction)
pursuant to clause (A) of the second sentence of "--Limitation on Asset
Sales";

(3) other Indebtedness of Huntsman International and its Restricted
Subsidiaries outstanding on June 30, 1999 (including our outstanding $600
million and (Euro)200 million senior subordinated notes) reduced by the
amount of any prepayments with Net Cash Proceeds of any Asset Sale (which
are accompanied by a corresponding permanent commitment reduction) pursuant
to "--Limitation on Asset Sales";

(4) Interest Swap Obligations of Huntsman International relating to:

. Indebtedness of Huntsman International or any of its Restricted
Subsidiaries or

. Indebtedness that Huntsman International or any of its Restricted
Subsidiaries reasonably intends to incur within six months and

Interest Swap Obligations of any Restricted Subsidiary of Huntsman
International relating to:

. Indebtedness of such Restricted Subsidiary or

. Indebtedness that such Restricted Subsidiary reasonably intends to
incur within six months;

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Any such Interest Swap Obligations will constitute "Permitted Indebtedness"
only if they are entered into to protect Huntsman International and its
Restricted Subsidiaries from fluctuations in interest rates on Indebtedness
permitted under with the indenture to the extent the notional principal
amount of such Interest Swap Obligations, when incurred, do not exceed the
principal amount of the Indebtedness to which such Interest Swap
Obligations relate.

(5) Indebtedness under Commodity Agreements and Currency Agreements;
provided that in the case of Currency Agreements which relate to
Indebtedness, such Currency Agreements do not increase the Indebtedness of
Huntsman International and its Restricted Subsidiaries outstanding other
than as a result of fluctuations in foreign currency exchange rates or by
reason of fees, indemnities and compensation payable thereunder;

(6) Indebtedness of a Restricted Subsidiary of Huntsman International to
Huntsman International or to a Restricted Subsidiary of Huntsman
International for so long as such Indebtedness is held by Huntsman
International or a Restricted Subsidiary of Huntsman International, in each
case subject to no Lien held by a person other than Huntsman International
or a Restricted Subsidiary of Huntsman International (other than the pledge
of intercompany notes under the Credit Facilities); provided that if as of
any date any person other than Huntsman International or a Restricted
Subsidiary of Huntsman International owns or holds any such Indebtedness or
holds a Lien in respect of such Indebtedness (other than the pledge of
intercompany notes under the Credit Facilities), such date shall be deemed
the incurrence of Indebtedness not constituting Permitted Indebtedness by
the issuer of such Indebtedness;

(7) Indebtedness of Huntsman International to a Restricted Subsidiary
for so long as such Indebtedness is held by a Restricted Subsidiary, in
each case subject to no Lien (other than Liens securing intercompany notes
pledged under the Credit Facilities); provided that (A) any Indebtedness of
Huntsman International to any Restricted Subsidiary (other than pursuant to
notes pledged under the Credit Facilities) is unsecured and subordinated,
pursuant to a written agreement, to Huntsman International' obligations
under the indenture and the notes and (B) if as of any date any person
other than a Restricted Subsidiary owns or holds any such Indebtedness or
any person holds a Lien in respect of such Indebtedness (other than pledges
securing the Credit Facilities), such date shall be deemed the incurrence
of Indebtedness not constituting Permitted Indebtedness by Huntsman
International;

(8) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently (except
in the case of daylight overdrafts) drawn against insufficient funds in the
ordinary course of business; provided, however, that such Indebtedness is
extinguished within two business days of incurrence;

(9) Indebtedness of Huntsman International or any of its Restricted
Subsidiaries represented by letters of credit for the account of Huntsman
International or such Restricted Subsidiary, as the case may be, in order
to provide security for workers' compensation claims, payment obligations
in connection with self-insurance or similar requirements in the ordinary
course of business;

(10) Refinancing Indebtedness;

(11) Indebtedness arising from agreements of Huntsman International or a
subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred in connection with the
disposition of any business, assets or subsidiary, other than guarantees of
Indebtedness incurred by any person acquiring all or any portion of such
business, assets or subsidiary for the purpose of financing such
acquisition; provided that the maximum aggregate liability in respect of
all such Indebtedness shall at

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no time exceed the gross proceeds actually received by Huntsman
International and the subsidiary in connection with such disposition;

(12) Obligations in respect of performance bonds and completion,
guarantee, surety and similar bonds provided by Huntsman International or
any subsidiary in the ordinary course of business;

(13) Guarantees by Huntsman International or a Restricted Subsidiary of
Indebtedness incurred by Huntsman International or a Restricted Subsidiary
so long as the incurrence of such Indebtedness by Huntsman International or
any such Restricted Subsidiary is otherwise permitted by the terms of the
indenture;

(14) Indebtedness of Huntsman International or any subsidiary incurred
in the ordinary course of business not to exceed $35 million at any time
outstanding

(A) representing Capitalized Lease Obligations or

(B) constituting purchase money Indebtedness incurred to finance
property or assets of Huntsman International or any Restricted
Subsidiary of Huntsman International acquired in the ordinary course of
business;

provided, however, that such purchase money Indebtedness shall not exceed
the cost of such property or assets and shall not be secured by any
property or assets of Huntsman International or any Restricted Subsidiary
of Huntsman International other than the property and assets so acquired;

(15) Indebtedness of Foreign Subsidiaries that are Restricted
Subsidiaries to the extent that the aggregate outstanding amount of
Indebtedness incurred by such Foreign Subsidiaries under this clause (15)
does not exceed at any one time an amount equal to the sum of

(A) 80% of the consolidated book value of the accounts receivable of
all Foreign Subsidiaries and

(B) 60% of the consolidated book value of the inventory of all
Foreign Subsidiaries;

provided, however, that notwithstanding the foregoing limitation, Foreign
Subsidiaries may incur in the aggregate up to $50 million of Indebtedness
outstanding at any one time;

(16) Indebtedness of Huntsman International and its Domestic
Subsidiaries pursuant to overdraft lines or similar extensions of credit in
an aggregate amount not to exceed $20 million at any one time outstanding
and Indebtedness of Foreign Subsidiaries pursuant to overdraft lines or
similar extensions of credit in an aggregate principal amount not to exceed
$60 million at any one time outstanding;

(17) the incurrence by a Securitization Entity of Indebtedness in a
Qualified Securitization Transaction that is not recourse to Huntsman
International or any subsidiary of Huntsman International (except for
Standard Securitization Undertakings);

(18) so long as no Event of Default or Potential Event of Default
exists, Indebtedness of Huntsman International to BASF or its Affiliates in
an aggregate outstanding amount not in excess of $50 million for the
purpose of financing up to 50% of the cost of installation, construction or
improvement of property relating to the manufacture of PO/MTBE;

(19) Indebtedness of Huntsman International to a Huntsman Affiliate or
an ICI Affiliate constituting Subordinated Indebtedness;

(20) Indebtedness consisting of take-or-pay obligations contained in
supply agreements entered into in the ordinary course of business;

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(21) Indebtedness of Huntsman International to any of its subsidiaries
incurred in connection with the purchase of accounts receivable and related
assets by Huntsman International from any such subsidiary which assets are
subsequently conveyed by Huntsman International to a Securitization Entity
in a Qualified Securitization Transaction; and

(22) additional Indebtedness of Huntsman International and its
Restricted Subsidiaries in an aggregate principal amount not to exceed $25
million at any one time outstanding.

"Permitted Investments" means:

(1) Investments by Huntsman International or any Restricted Subsidiary
of Huntsman International in any person that is or will become immediately
after such Investment a Restricted Subsidiary of Huntsman International or
that will merge or consolidate into Huntsman International or a Restricted
Subsidiary of Huntsman International; provided that this clause (1) shall
not permit any Investment by Huntsman International or a Domestic
Restricted Subsidiary in a Foreign Subsidiary consisting of a capital
contribution by means of a transfer of property other than cash, Cash
Equivalents or Foreign Cash Equivalents other than transfers of property of
nominal value in the ordinary course of business;

(2) Investments in Huntsman International by any Restricted Subsidiary
of Huntsman International; provided that any Indebtedness evidencing such
Investment is unsecured and subordinated (other than pursuant to
intercompany notes pledged under the Credit Facilities), pursuant to a
written agreement, to Huntsman International obligations under the notes
and the indenture;

(3) investments in cash and Cash Equivalents;

(4) loans and advances to employees and officers of Huntsman
International and its Restricted Subsidiaries in the ordinary course of
business for travel, relocation and related expenses;

(5) Investments in Unrestricted Subsidiaries or joint ventures not to
exceed $75 million, plus

(A) the aggregate net after-tax amount returned in cash on or with
respect to any Investments made in Unrestricted Subsidiaries and joint
ventures whether through interest payments, principal payments,
dividends or other distributions or payments,

(B) the net after-tax cash proceeds received by Huntsman
International or any Restricted Subsidiary from the disposition of all
or any portion of such Investments (other than to a Restricted
Subsidiary of Huntsman International),

(C) upon redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary, the fair market value of such subsidiary and

(D) the net cash proceeds received by Huntsman International from
the issuance of Specified Venture Capital Stock;

(6) Investments in securities received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of
any debtors of Huntsman International or its Restricted Subsidiaries;

(7) Investments made by Huntsman International or its Restricted
Subsidiaries as a result of consideration received in connection with an
Asset Sale made in compliance with the "Limitation on Asset Sales"
covenant;

(8) Investments existing on the date of issuance of the notes;

(9) any Investment by Huntsman International or a wholly owned
subsidiary of Huntsman International, or by Tioxide Group or Holdings U.K.,
in a Securitization Entity or

144

any Investment by a Securitization Entity in any other person in connection
with a Qualified Securitization Transaction; provided that any Investment
in a Securitization Entity is in the form of a Purchase Money Note or an
equity interest;

(10) Investments by Huntsman International in Rubicon, Inc. and
Louisiana Pigment Company (each a "Joint Venture"), so long as:

(A) such Joint Venture does not have any Indebtedness for borrowed
money at any time on or after the date of such Investment (other than
Indebtedness owing to the equity holders of such Joint Venture),

(B) the documentation governing such Joint Venture does not contain a
restriction on distributions to Huntsman International, and

(C) such Joint Venture is engaged only in the business of
manufacturing product used or marketed by Huntsman International and its
Restricted Subsidiaries and/or the joint venture partner, and businesses
reasonably related thereto;

(11) Investments by Foreign Subsidiaries in Foreign Cash Equivalents;

(12) loans to Huntsman International Holdings for the purposes described
in clause (7) of the second paragraph of "Certain Covenants--Limitation on
Restricted Payments") which, when aggregated with the payment made under
such clause, will not exceed $3 million in any fiscal year;

(13) any Indebtedness of Huntsman International to any of its
subsidiaries incurred in connection with the purchase of accounts
receivable and related assets by Huntsman International from any such
subsidiary which assets are subsequently conveyed by Huntsman International
to a Securitization Entity in a Qualified Securitization Transaction; and

(14) additional Investments in an aggregate amount not exceeding $25
million at any one time outstanding.

"Permitted Junior Securities" means:

(1) Capital Stock in Huntsman International or any guarantor; or

(2) debt securities of Huntsman International or any guarantor that

(A) are subordinated to all Senior Debt and any debt securities
issued in exchange for Senior Debt to substantially the same extent as,
or to a greater extent than, the notes and the related guarantees are
subordinated to Senior Debt pursuant to the terms of the indenture, and

(B) have a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of the notes.

"Permitted Tax Distribution" for any fiscal year means any payments made in
compliance with clause (6) of the second paragraph under "Certain Covenants--
Limitation on Restricted Payments".

"Preferred Stock" of any person means any Capital Stock of such person that
has preferential rights to any other Capital Stock of such person with respect
to dividends or redemptions or upon liquidation.

"Qualified Capital Stock" means any Capital Stock that is not Disqualified
Capital Stock.

"Qualified Securitization Transaction" means any transaction or series of
transactions that may be entered into by Huntsman International or any of its
subsidiaries pursuant to which

145

Huntsman International or any of its subsidiaries may sell, convey or otherwise
transfer pursuant to customary terms to:

(1) a Securitization Entity or to Huntsman International which
subsequently transfers to a Securitization Entity (in the case of a
transfer by Huntsman International or any of its subsidiaries); and

(2) any other person (in the case of transfer by a Securitization
Entity), or may grant a security interest in any accounts receivable
(whether now existing or arising or acquired in the future) of Huntsman
International or any of its subsidiaries, and any assets related thereto
including, without limitation, all collateral securing such accounts
receivable, all contracts and contract rights and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets (including contract rights) which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

"Refinance" means, in respect of any security or Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a
security or Indebtedness in exchange or replacement for, such security or
Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have
correlative meanings.

"Refinancing Indebtedness" means any Refinancing by Huntsman International
or any Restricted Subsidiary of Huntsman International of Indebtedness incurred
in accordance with the "Limitation on Incurrence of Additional Indebtedness"
covenant or Indebtedness described in clause (3) of the definition of
"Permitted Indebtedness", in each case that does not:

(1) result in an increase in the aggregate principal amount of
Indebtedness of such person as of the date of such proposed Refinancing
(plus the amount of any premium required to be paid under the terms of the
instrument governing such Indebtedness and plus the amount of reasonable
expenses incurred by Huntsman International in connection with such
Refinancing); or

(2) create Indebtedness with

(A) a Weighted Average Life to Maturity that is less than the
Weighted Average Life to Maturity of the Indebtedness being Refinanced,
or

(B) a final maturity earlier than the final maturity of the
Indebtedness being Refinanced;

provided that if such Indebtedness being Refinanced

. is Indebtedness of Huntsman International, then such Refinancing
Indebtedness shall be Indebtedness solely of Huntsman International, or

. is subordinate or junior to the notes, then such Refinancing
Indebtedness shall be subordinate to the notes at least to the same
extent and in the same manner as the Indebtedness being Refinanced.

"Reference Treasury Dealer" means the U.S. affiliates of Deutsche Bank AG
London, Salomon Brothers International Limited, J.P. Morgan Securities Ltd. and
ABN AMRO Bank N.V. and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City, we will substitute it for another Reference Treasury
Dealer.

"Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Debt; provided that if, and
for so long as, any Designated Senior Debt lacks such a representative, then
the Representative for such Designated Senior

146

Debt shall at all times constitute the holders of a majority in outstanding
principal amount of such Designated Senior Debt in respect of any Designated
Senior Debt.

"Restricted Payment" means to:

(1) declare or pay any dividend or make any distribution, other than
dividends or distributions payable in Qualified Capital Stock of Huntsman
International, on or in respect of shares of Huntsman International's
Capital Stock to holders of such Capital Stock;

(2) purchase, redeem or otherwise acquire or retire for value any
Capital Stock of Huntsman International or any warrants, rights or options
to purchase or acquire shares of any class of such Capital Stock;

(3) make any principal payment on, purchase, defease, redeem, prepay,
decrease or otherwise acquire or retire for value, prior to any scheduled
final maturity, scheduled repayment or scheduled sinking fund payment, any
Indebtedness of Huntsman International that is subordinate or junior in
right of payment to the notes; or

(4) make any Investment other than Permitted Investments.

"Restricted Subsidiary" of any person means any subsidiary of such person
which at the time of determination is not an Unrestricted Subsidiary.

"Sale and Leaseback Transaction" means any direct or indirect arrangement
with any person or to which any such person is a party, providing for the
leasing to Huntsman International or a Restricted Subsidiary of any property,
whether owned by Huntsman International or any Restricted Subsidiary on June
30, 1999 or later acquired, which has been or is to be sold or transferred by
Huntsman International or such Restricted Subsidiary to such person or to any
other person from whom funds have been or are to be advanced by such person on
the security of such Property.

"Securitization Entity" means a wholly owned subsidiary of Huntsman
International (or Tioxide Group, Holdings U.K. or another person in which
Huntsman International or any subsidiary of Huntsman International makes an
Investment and to which Huntsman International or any subsidiary of Huntsman
International transfers accounts receivable or equipment and related assets)
which engages in no activities other than in connection with the financing of
accounts receivable or equipment and which is designated by the board of
managers of Huntsman International (as provided below) as a Securitization
Entity.

(1) no portion of the Indebtedness or any other Obligations (contingent
or otherwise) of which

. is guaranteed by Huntsman International or any subsidiary of
Huntsman International (other than the Securitization Entity)
(excluding guarantees of Obligations (other than the principal of,
and interest on, Indebtedness)) pursuant to Standard Securitization
Undertakings,

. is recourse to or obligates Huntsman International or any subsidiary
of Huntsman International (other than the Securitization Entity) in
any way other than pursuant to Standard Securitization Undertakings
or

. subjects any property or asset of Huntsman International or any
subsidiary of Huntsman International (other than the Securitization
Entity), directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization
Undertakings and other than any interest in the accounts receivable
or equipment and related assets being financed (whether in the form
of an equity interest in such assets or subordinated indebtedness
payable primarily from such financed assets) retained or acquired by
Huntsman International or any subsidiary of Huntsman International,

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(2) with which neither Huntsman International nor any subsidiary of
Huntsman International has any material contract, agreement, arrangement or
understanding other than on terms no less favorable to Huntsman
International or such subsidiary than those that might be obtained at the
time from persons that are not Affiliates of Huntsman International, other
than fees payable in the ordinary course of business in connection with
servicing receivables of such entity, and

(3) to which neither Huntsman International nor any subsidiary of
Huntsman International has any obligation to maintain or preserve such
entity's financial condition or cause such entity to achieve certain levels
of operating results. Any such designation by the board of managers of
Huntsman International shall be evidenced to the trustee by filing with the
trustee a certified copy of the resolution of the board of managers of
Huntsman International giving effect to such designation and an officers'
certificate certifying that such designation complied with the foregoing
conditions.

"Senior Debt" means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of Huntsman International, whether outstanding on the date of
issuance of the notes or thereafter created, incurred or assumed, except for
any such Indebtedness that is expressly subordinated or equal in right of
payment to the guarantee of such guarantor. "Senior Debt" also includes the
principal of, premium, if any, interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for
in the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on, and all other amounts owing in respect
of:

(1) all monetary obligations of every nature of Huntsman International
under the Credit Facilities, including obligations to pay principal and
interest, reimbursement obligations under letters of credit, fees, expenses
and indemnities;

(2) all Interest Swap Obligations; and

(3) all Obligations under Currency Agreements and Commodity Agreements,
in each case whether outstanding on the date of issuance of the notes or
thereafter incurred.

Notwithstanding the foregoing, "Senior Debt" does not include:

(1) any Indebtedness of Huntsman International to a Restricted
Subsidiary of Huntsman International or any Affiliate of Huntsman
International or any of such Affiliate's subsidiaries;

(2) Indebtedness to, or guaranteed on behalf of, any shareholder,
director, officer or employee of Huntsman International or any subsidiary
of Huntsman International;

(3) Indebtedness to trade creditors and other amounts incurred in
connection with obtaining goods, materials or services;

(4) Indebtedness represented by Disqualified Capital Stock;

(5) any liability for federal, state, local or other taxes owed or owing
by Huntsman International;

(6) Indebtedness incurred in violation of the indenture provisions set
forth under "--Limitation on Incurrence of Additional Indebtedness";

(7) Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11, United States Code, is without
recourse to Huntsman International; and

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(8) any Indebtedness that is expressly subordinated in right of payment
to any other Indebtedness of Huntsman International.

"Significant Subsidiary" means any Restricted Subsidiary of Huntsman
International which, at the date of determination, is a "Significant
Subsidiary" as such term is defined in Regulation S-X under the Exchange Act.

"Specified Venture Capital Stock" means Qualified Capital Stock of Huntsman
International or Huntsman International Holdings issued to a person who is not
an Affiliate of Huntsman International and the proceeds from the issuance of
which are applied within 180 days after the issuance thereof to an Investment
in an Unrestricted Subsidiary or joint venture.

"Standard Securitization Undertakings" means representations, warranties,
covenants and indemnities entered into by Huntsman International or any
subsidiary of Huntsman International which are reasonably customary in an
accounts receivable securitization transaction.

"Subordinated Indebtedness" means Indebtedness of Huntsman International or
any guarantor which is expressly subordinated in right of payment to the notes
or the guarantee of such guarantor, as the case may be.

"S&P" means Standard & Poor's Corporation and its successors.

"Tax Sharing Agreement" means the provisions contained in the Limited
Liability Company Agreements of Huntsman International and Huntsman
International Holdings as in existence on the date of issuance of the notes
relating to distributions to be made to the members thereof with respect to
such members' income tax liabilities.

"UK Holdco Note" means that certain unsecured promissory note issued by
Holdings U.K. in favor of Huntsman International Financial.

"Unrestricted Subsidiary" of any person means:

(1) any subsidiary of such person that at the time of determination will
be or continue to be designated an Unrestricted Subsidiary; and

(2) any subsidiary of an Unrestricted Subsidiary.

The board of managers of Huntsman International may designate any subsidiary
(including any newly acquired or newly formed subsidiary) to be an Unrestricted
Subsidiary if:

. such subsidiary does not own any Capital Stock of, or does not own or
hold any Lien on any property of, Huntsman International or any other
subsidiary of Huntsman International that is a subsidiary of the
subsidiary to be so designated;

. Huntsman International certifies to the trustee that such designation
complies with the "Limitation on Restricted Payments" covenant; and

. each subsidiary to be designated as an Unrestricted Subsidiary and each
of its subsidiaries has not at the time of designation, and does not
thereafter, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable with respect to any Indebtedness under
which the lender has recourse to any of the assets of Huntsman
International or any of its Restricted subsidiaries.

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The board of managers of Huntsman International may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary only if:

. immediately after giving effect to such designation, Huntsman
International is able to incur at least $1.00 of additional Indebtedness
(other than Permitted Indebtedness) in compliance with the "Limitation
on Incurrence of Additional Indebtedness" covenant; and

. immediately before and immediately after giving effect to such
designation, no default or Event of Default will have occurred and be
continuing.

Any such designation by the board of managers of Huntsman International will
be evidenced to the trustee by promptly filing with the trustee a copy of the
board resolution approving the designation and an officers' certificate
certifying that the designation complied with the indenture.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

(1) the then outstanding aggregate principal amount of such Indebtedness
into

(2) the sum of the total of the products obtained by multiplying

. the amount of each then remaining installment, sinking fund, serial
maturity or other required payment of principal, including payment
at final maturity, in respect thereof, by

. the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment.

Listings

We intend to apply for the new notes to be listed on the Luxembourg Stock
Exchange. Deutsche Bank Luxembourg S.A. is acting as out listing agent in this
respect. The legal notice relating to the issue of the new notes and our
limited liability company agreement will be registered prior to the listing
with the Registrar of the District Court in Luxembourg, where such documents
will be available for inspection and where copies thereof can be obtained upon
request. As long as any notes are listed on the Luxembourg Stock Exchange and
as long as the rules of such exchange so require, an agent for making payments
on, and transfer of, notes will be maintained in Luxembourg. We have initially
designated The Bank of New York (Luxembourg) S.A. as our agent for such
purposes.

Form, Denomination, Book-Entry Procedures and Transfer

Except as set forth below, the new notes issued in the exchange offer will
be issued in registered, global form in minimum denominations of (Euro)1,000
and integral multiples of (Euro)1,000.

The new notes to be issued in the exchange offer will be represented by one
global note in fully registered form without interest coupons (the "Global
Note") and will be deposited with The Bank of New York, London Branch as common
depositary for Euroclear and Clearstream (the "Common Depositary") and
registered in the name of a nominee of the Common Depositary. All holders of
new notes who exchanged their old notes in the exchange offer will hold their
interests through the Global Note, regardless of whether they purchased their
interests pursuant to Rule 144A or Regulation S.

Except in the limited circumstances described below, owners of beneficial
interests in global notes will not be entitled to receive physical delivery of
certificated notes. Transfers of

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beneficial interests in the global notes will be subject to the applicable
rules and procedures of Euroclear and Clearstream and their respective direct
or indirect participants which rules and procedures may change from time to
time.

Global Notes. The following description of the operations and procedures of
Euroclear and Clearstream are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to changes by them from time to time. We
take no responsibility for these operations and procedures and urge investors
to contact the system or their participants directly to discuss these matters.

Upon the issuance of the Global Note, the Common Depositary will credit, on
its internal system, the respective principal amount of the beneficial
interests represented by such global note to the accounts of Euroclear or
Clearstream, as the case may be. Euroclear or Clearstream, as the case may be,
will credit, on its internal systems, the respective principal amounts of the
individual beneficial interests in such global notes to the accounts of persons
who have accounts with Euroclear or Clearstream, as the case may be. Such
accounts will initially be designated by or on behalf of the initial
purchasers. Ownership of beneficial interests in the Global Note will be
limited to participants or persons who hold interests through participants in
Euroclear or Clearstream, as the case may be. Ownership of beneficial interests
in the Global Note will be shown on, and the transfer of that ownership will be
effected only through, records maintained by Euroclear or Clearstream, as the
case may be, or their nominees (with respect to interests of participants) and
the records of participants (with respect to interests of persons other than
participants).

As long as the Common Depositary, or its nominee, is the registered holder
of a global note, the Common Depositary or such nominee, as the case may be,
will be considered the sole owner and holder of the new notes represented by
such global notes for all purposes under the indenture and the new notes.
Unless (1) Euroclear notifies us that it is unwilling or unable to continue as
clearing agency, (2) the Common Depositary notifies us that it is unwilling or
unable to continue as Common Depositary and a successor Common Depositary is
not appointed within 120 days of such notice or (3) in the case of any note, an
event of default has occurred and is continuing with respect to such note,
owners of beneficial interests in a global note will not be entitled to have
any portions of such global note registered in their names, will not receive or
be entitled to receive physical delivery of notes in certificated form and will
not be considered the owners or holders of the global note (or any notes
represented thereby) under the indenture or the new notes. In addition, no
beneficial owner of an interest in a global note will be able to transfer that
interest except in accordance with Euroclear's and Clearstream's applicable
procedures (in addition to those under the indenture referred to herein).

Investors may hold their interests in the Global Note through Euroclear or
Clearstream, if they are participants in such systems, or indirectly through
organizations which are participants in such systems. Clearstream and Euroclear
will hold interests in the Global Note on behalf of their participants through
customers' securities accounts in their respective names on the books of the
Common Depositary. All interests in the Global Note may be subject to the
procedures and requirements of Euroclear and Clearstream.

Payments of the principal of and interest on the Global Note will be made to
the order of the Common Depositary or its nominee as the registered owner
thereof. Neither the Company, the Trustee, the Common Depositary nor any of
their respective agents will have any responsibility or liability for any
aspect of the records relating to or payments made on

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account of beneficial ownership interests in the global notes or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

We expect that the Common Depositary, in its capacity as paying agent, upon
receipt of any payment or principal or interest in respect of a global note
representing any notes held by it or its nominee, will immediately credit the
accounts of Euroclear or Clearstream, as the case may be, which in turn will
immediately credit accounts of participants in Euroclear or Clearstream, as the
case may be, with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such global note for such notes
as shown on the records of Euroclear or Clearstream, as the case may be. We
also expect that payments by participants to owners of beneficial interests in
such global note held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name". Such payments will
be the responsibility of such participants.

Because Euroclear and Clearstream can only act on behalf of their respective
participants, who in turn act on behalf of indirect participants and certain
banks, the ability of a holder of a beneficial interest in global notes to
pledge such interest to persons or entities that do not participate in the
Euroclear or Clearstream systems, or otherwise take actions in respect of such
interest, may be limited by the lack of a definitive certificate for such
interest. The laws of some countries and some U.S. states require that certain
persons take physical delivery of securities in certificated form.
Consequently, the ability to transfer beneficial interests in a global note to
such persons may be limited.

Because Euroclear and Clearstream can act only on behalf of participants,
which, in turn, act on behalf of indirect participants and certain banks, the
ability of a person having a beneficial interest in a global note to pledge
such interest to persons or entities that do not participate in Euroclear and
Clearstream, as the case may be, or otherwise take actions in respect of such
interest, may be affected by the lack of a physical certificate evidencing such
interest.

Transfers of interests in the Global Notes between participants in Euroclear
and Clearstream will be effected in the ordinary way in accordance with their
respective rules and operating procedures.

Euroclear and Clearstream have advised us that they will take any action
permitted to be taken by a holder of notes (including the presentation of notes
for exchange as described below) only at the direction of one or more
participants to whose account with Euroclear or Clearstream, as the case may
be, interests in the global notes are credited and only in respect of such
portion of the aggregate principal amount of the new notes as to which such
participant or participants has or have given such direction. However, if there
is an event of default under the new notes, Euroclear and Clearstream reserve
the right to exchange the global notes for legended notes in certificated form,
and to distribute such notes to their respective participants.

Euroclear and Clearstream have advised us as follows: Euroclear and
Clearstream each hold securities for their account holders and facilitate the
clearance and settlement of securities transactions by electronic book-entry
transfer between their respective account holders, thereby eliminating the need
for physical movements of certificates and any risk from lack of simultaneous
transfers of securities.

Euroclear and Clearstream each provide various services including
safekeeping, administration, clearance and settlement of internationally traded
securities and securities

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lending and borrowing. Euroclear and Clearstream each also deal with domestic
securities markets in several countries through established depository and
custodial relationships. The respective systems of Euroclear and Clearstream
have established an electronic bridge between their two systems across which
their respective account holders may settle trades with each other.

Account holders in both Euroclear and Clearstream are world-wide financial
institutions including underwriters, securities brokers and dealers, trust
companies and clearing corporations. Indirect access of both Euroclear and
Clearstream is available to other institutions that clear through or maintain a
custodial relationship with an account holder of either system.

An account holder's overall contractual relations with either Euroclear or
Clearstream are governed by the respective rules and operating procedures of
Euroclear or Clearstream and any applicable laws. Both Euroclear and
Clearstream act under such rules and operating procedures only on behalf of
their respective account holders, and have no record of or relationship with
persons holding through their respective account holders.

Although Euroclear and Clearstream currently follow the foregoing procedures
to facilitate transfers of interests in global notes among participants of
Euroclear and Clearstream, they are under no obligation to do so, and such
procedures may be discontinued or modified at any time. Neither we nor the
Trustee will have any responsibility for the performance by Euroclear or
Clearstream or their respective participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.

Certificated Notes. If any depositary is at any time unwilling or unable to
continue as a depositary for the new notes for the reasons set forth above, we
will issue certificates for such notes in definitive, fully registered, non-
global form without interest coupons in exchange for the Global Note.
Certificates for notes delivered in exchange for any global note or beneficial
interests therein will be registered in the names, and issued in any approved
denominations, requested by Euroclear, Clearstream or the Common Depositary (in
accordance with their customary procedures).

The holder of a non-global note may transfer such note by surrendering it at
the office or agency maintained by us for such purpose in the Borough of
Manhattan, The City of New York, which initially will be the office of the
Trustee or of the Transfer Agent in Luxembourg. Upon transfer or partial
redemption of any note, new certificates may be obtained from the Transfer
Agent in Luxembourg.

Notwithstanding any statement herein, we and the Trustee reserve the right
to impose such transfer, certification, exchange or other requirements, and to
require such restrictive legends on certificates evidencing notes, as they may
determine are necessary to ensure compliance with the securities laws of the
United States and the states therein and any other applicable laws or as
Euroclear or Clearstream may require.

Same-Day Settlement and Payment

The indenture will require that payments in respect of the new notes
represented by the global notes, including principal, premium, if any, interest
and liquidated damages, if any, be made by wire transfer of immediately
available funds to the accounts specified by the global note holder. With
respect to notes in certificated form, we will make all payments of principal,
premium, if any, interest and liquidated damages, if any, by wire transfer of
immediately available funds to the accounts specified by the holders thereof
or, if no such account is

153

specified, by mailing a check to each such holder's registered address.
Certificated notes may be surrendered for payment at the offices of the Trustee
or, so long as the new notes are listed on the Luxembourg Stock Exchange, the
paying agent in Luxembourg on the maturity date of the new notes. We expect
that secondary trading in any certificated notes will also be settled in
immediately available funds.

Registration Covenant; Exchange Offer

We have agreed to commence the exchange offer promptly after the exchange
offer registration statement has become effective, hold the offer open for at
least 30 days, and exchange new notes for all old notes validly tendered and
not withdrawn before the expiration of the offer.

Under existing SEC interpretations, the new notes would in general be freely
transferable after the exchange offer without further registration under the
Securities Act, except that broker-dealers ("Participating Broker-Dealers")
receiving new notes in the exchange offer will be subject to a prospectus
delivery requirement with respect to resales of those new notes. The SEC has
taken the position that Participating Broker-Dealers may fulfill their
prospectus delivery requirements with respect to the new notes (other than a
resale of an unsold allotment from the original sale of the new notes) by
delivery of the prospectus contained in the exchange offer registration
statement. Under each of the Registration Rights Agreements, we are required to
allow Participating Broker-Dealers and other persons, if any, subject to
similar prospectus delivery requirements to use this prospectus in connection
with the resale of such new notes. Each holder of old notes (other than certain
specified holders) who wishes to exchange such old notes for new notes in the
exchange offer will be required to represent that any new notes to be received
by it will be acquired in the ordinary course of its business, that at the time
of the commencement of the exchange offer it has no arrangement with any person
to participate in the distribution (within the meaning of the Securities Act)
of the new notes and that it is not an affiliate of our company.

However, if on or before the date of consummation of the exchange offer, any
law or the existing SEC interpretations are changed such that we are not
permitted to complete the exchange offer then we will, in lieu of effecting
registration of new notes, use our reasonable best efforts to cause a
registration statement under the Securities Act relating to a shelf
registration of the new notes for resale hereunder by holders (the "Resale
Registration") to become effective and to remain effective until two years
following the effective date of such registration statement or such shorter
period that will terminate when all the securities covered by the shelf
registration statement have been sold pursuant to the shelf registration
statement.

We will, in the event of the Resale Registration, provide to the holder or
holders of the applicable notes copies of the prospectus that is a part of the
registration statement filed in connection with the Resale Registration, notify
such holder or holders when the Resale Registration for the applicable notes
has become effective and take certain other actions as are required to permit
unrestricted resales of the applicable notes. A holder of notes that sells such
notes pursuant to the Resale Registration generally would be required to be
named as a selling securityholder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of each respective Registration Rights Agreement that
are applicable to such a holder (including certain indemnification
obligations).

In the event that:

(1) the exchange offer has not been consummated within 45 business days
after the effective date of the exchange offer registration statement; or

154

(2) any registration statement required by the Registration Rights
Agreements is filed and declared effective but shall thereafter cease to be
effective (except as specifically permitted therein) without being
succeeded immediately by an additional registration statement filed and
declared effective (any such event referred to in clauses (1) or (2), the
"Registration Default"),

then the per annum interest rate on the applicable notes will increase, for
the period from the occurrence of the Registration Default until such time
as no Registration Default is in effect (at which time the interest rate
will be reduced to its initial rate) by 0.25% during the first 90-day
period following the occurrence of such Registration Default, which rate
shall increase by an additional 0.25% during each subsequent 90-day period,
up to a maximum of 1.0%.

The summary herein of certain provisions each of the Registration Rights
Agreements does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all the provisions of each of the Registration
Rights Agreements, copies of which will be available upon request to our
company.

We intend to file an application to list the new notes on the Luxembourg
Stock Exchange. We will publish, in accordance with the procedures described
under "Notices", a notice of the commencement of the exchange offer and any
increase in the rate of interest on the new notes, as well as the results of
the exchange offer and the new identifying numbers of the securities (the
common codes and ISINs). All documents prepared in connection with the exchange
offer will be available for inspection at the office of the paying and transfer
agent in Luxembourg and all necessary actions and services in respect of the
exchange offer may be done at the office of the paying and transfer agent in
Luxembourg.

The old notes and the new notes will be considered collectively to be a
single class for all purposes under the indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of those notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in the exchange offer for old notes where
such old notes were acquired as a result of market-making activities or other
trading activities. We have agreed that, for a period of 120 days after the
consummation of the exchange offer, we will make this prospectus, as amended
and supplemented, available to any broker-dealer for use in connection with any
such resale.

Neither we nor any of the guarantors will receive any proceeds from any sale
of new notes by broker-dealers. New notes received by broker-dealers for their
own account in the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the new notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or at negotiated prices. Any such
resale may be made directly to purchasers or to or though brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer or the purchasers of any such new notes. Any broker-dealer
that resells new notes that were received by it for its own account in the
exchange offer and any broker or dealer that participates in a distribution of
such new notes may be deemed to be an "underwriter" within the meaning of the
Securities Act, and profit on any such resale of notes issued in the exchange
and any commission or concessions received by any such persons may be deemed to
be underwriting compensation under the Securities Act. The letter of
transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

For a period of 120 days after the consummation of the exchange offer, we
will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to
the exchange offer, including the expenses of one counsel for the holders of
the new notes, other than the commissions or concessions of any broker-dealers
and will indemnify the holders of the new notes, including any broker-dealers,
against certain liabilities, including liabilities under the Securities Act. We
note, however, that, in the opinion of the SEC, indemnification against
liabilities arising under federal securities laws is against public policy and
may be unenforceable.

156

CERTAIN U.S. FEDERAL TAX CONSEQUENCES

The following discussion sets forth the anticipated material U.S. federal
income tax consequences relating to the exchange of the old notes to a holder
of an old note.

This discussion is based on laws, regulations, ruling and decisions now in
effect, all of which are subject to change, possibly with retroactive effect.
We have obtained an opinion from Skadden, Arps, Slate, Meagher & Flom LLP,
counsel to our company, with respect to the anticipated material U.S. federal
income tax consequences of the exchange, which are summarized below. There can
be no assurance that the IRS will not challenge one or more of the tax
consequences described herein, and we have not obtained, nor do we intend to
obtain, a ruling from the IRS as to any U.S. federal income tax consequences
relating to the new notes.

This discussion deals only with holders of notes who hold the new notes as
capital assets and who exchange old notes for new notes pursuant to this
exchange offer. This discussion does not address tax consequences arising under
the laws of any foreign, state or local jurisdiction. Prospective investors are
urged to consult their tax advisors regarding the U.S. federal tax consequences
of acquiring, holding, and disposing of the new notes, as well as any tax
consequences that may arise under the laws of any foreign, state, local or
other taxing jurisdiction.

The Exchange Offer

An exchange of the old notes for the new notes pursuant to the exchange
offer will be ignored for U.S. federal income tax purposes, assuming, as
expected, that the terms of the new notes are substantially identical to the
terms of the old notes. Consequently, a holder of the new notes will not
recognize taxable gain or loss as a result of exchanging old notes pursuant to
the exchange offer. The holding period of the new notes will be the same as the
holding period of the old notes and the tax basis in the new notes will be the
same as the basis in the old notes immediately before the exchange.

LEGAL MATTERS

Certain legal matters as to the validity of the new notes and guarantees
offered in the exchange offer will be passed upon for our company by Skadden,
Arps, Slate, Meagher & Flom LLP, New York, New York and London, England.
Certain legal matters as to the validity of the guarantee of the new notes by
Tioxide Americas will be passed upon for Tioxide Americas by Walkers, Cayman
Islands.

EXPERTS

The consolidated financial statements of our company and its predecessors
included in this prospectus as of December 31, 2000 and 1999 and for the year
ended December 31, 2000, the six months ended December 31, 1999, the six months
ended June 30, 1999, and the year ended December 31, 1998 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing herein and elsewhere in the registration statement, and have been so
included in reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.

The combined financial statements of the polyurethane chemicals, TiO\\2\\
and selected petrochemicals businesses included in this prospectus for the
years ended December 31, 1996,

157

1997 and 1998 have been audited by KPMG Audit Plc, independent auditors, as
stated in their report appearing herein, and are included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.

GENERAL LISTING INFORMATION

We intend to file an application to list the new notes on the Luxembourg
Stock Exchange and Deutsche Bank S.A. will be acting as our listing agent in
connection therewith. Our limited liability company agreement and the legal
notice relating to the issue of the new notes will be deposited prior to any
listing with the Registrar of the District Court in Luxembourg (Greffier en
Chef du Tribunal d'Arrondissement a Luxembourg), where such documents are
available for inspection and where copies thereof can be obtained upon request.
As long as the new notes are listed on the Luxembourg Stock Exchange, an agent
for making payments on, and transfers of, notes will be maintained in
Luxembourg. We have initially designated The Bank of New York (Luxembourg) S.A.
as our agent for these purposes.

The new notes have been accepted for clearance by Euroclear under the common
code 012807023. The ISIN for the new notes is XS0128070231.

The issuance of the new notes was authorized by our managers by unanimous
written consent, on March 6, 2001 and April 23, 2001.

Documents

For so long as the new notes are listed on the Luxembourg Stock Exchange and
the rules of such exchange so require, copies of the following documents may be
inspected at the specified office of the paying agent in Luxembourg:

. the limited liability company agreement of Huntsman International LLC;

. the indenture relating to the new notes, which includes the forms of the
note certificates; and

. each of the Registration Rights Agreements.

In addition, copies of the most recent consolidated financial statements of
our company for the preceding financial year, and any interim quarterly
financial statements published by our company will be available at the
specified office of the paying agent in Luxembourg for so long as the new notes
are listed on the Luxembourg Stock Exchange and the rules of such exchange so
require. The guarantors do not and will not publish separate reports.

Responsibility Statement

Having made all reasonable inquiries, we confirm that this prospectus
contains all information with respect to Huntsman International and the new
notes which is material in the context of the issue and offering of the new
notes, that such information is true and accurate in every material respect and
is not misleading in any material respect, and that this prospectus does not
omit to state any material fact necessary to make such information not
misleading. The opinions, assumptions and intentions expressed in this
prospectus with regard to Huntsman International are honestly held, have been
reached after considering all relevant circumstances and are based on
reasonable assumptions. We accept responsibility for the information contained
in this prospectus accordingly. We represent that, other than as contemplated
by the pro forma financial information presented in this prospectus, there has
been no material adverse change in our financial position since September 30,
2001.

158

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
-----

Responsibility for the Consolidated Financial Statements................. F-2

Huntsman International LLC:

Unaudited Consolidated Financial Statements

Consolidated Condensed Balance Sheets, September 30, 2001 and December
31, 2000................................................................ F-3
Consolidated Statements of Operations and Comprehensive (Loss) Income for
the Three and Nine Months Ended September 30, 2001 and 2000............. F-4
Consolidated Statements of Equity for the Nine Months Ended September 30,
2001.................................................................... F-5
Consolidated Statements of Cash Flows for the Nine Months Ended September
30, 2001 and 2000....................................................... F-6
Notes to Consolidated Financial Statements............................... F-7

Consolidated Financial Statements

Independent Auditors' Report............................................. F-23
Consolidated Balance Sheets as of December 31, 2000 and 1999............. F-24
Consolidated Statements of Operations and Comprehensive Income for the
Year Ended December 31, 2000 and Six Months Ended December 31, 1999; and
the Six Months Ended June 30, 1999 and the Year Ended December 31, 1998,
(Predecessor Company) .................................................. F-25
Consolidated Statements of Equity for the Year Ended December 31, 2000
and the Six Months Ended December 31, 1999; and the Six Months Ended
June 30, 1999 and the Year Ended December 31, 1998 (Predecessor
Company)................................................................ F-26
Consolidated Statements of Cash Flows for the Year Ended December 31,
2000 and Six Months Ended December 31, 1999; and the Six Months Ended
June 30, 1999 and the Year Ended December 31, 1998, (Predecessor
Company)................................................................ F-27
Notes to Consolidated Financial Statements............................... F-28
ICI Businesses:
Independent Auditors Report-KPMG Audit Plc............................... F-59
Combined Profit and Loss Accounts for the Years Ended December 31, 1996,
1997 and 1998........................................................... F-60
Combined Statements of Total Recognised Gains and Losses for the Years
Ended December 31, 1996, 1997 and 1998.................................. F-60
Combined Balance Sheets as at December 31, 1997 and 1998................. F-61
Combined Cash Flow Statements for the Years Ended December 31, 1996, 1997
and 1998................................................................ F-62
Reconciliation of Movements in Combined Net Investment for the Years
Ended December 31, 1996, 1997 and 1998.................................. F-62
Notes to the Combined Financial Statements............................... F-63
Unaudited Condensed Combined Profit and Loss Accounts for the Six Months
Ended June 30, 1998 and June 30, 1999................................... F-100
Unaudited Condensed Combined Balance Sheets as at December 31, 1998 and
June 30, 1999........................................................... F-101
Unaudited Condensed Combined Cash Flow Statements for the Six Months
Ended June 30, 1998 and 1999............................................ F-102
Notes to the Unaudited Condensed Combined Financial Statements........... F-103

F-1

RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

The financial statements of (1) Huntsman International LLC, formerly known
as Huntsman ICI Chemicals LLC, as of and for the year ended December 31, 2000,
(2) Huntsman International LLC as of and for the six month period ended
December 31, 1999, (3) Huntsman Specialty Chemicals Corporation ("HSCC") for
the six months ended June 30, 1999 and as of and for the year ended December
31, 1998 have been audited by the Company's independent accountants Deloitte &
Touche LLP. Their report is shown on page F-23.

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

F-2

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(Millions of Dollars)

September 30, December 31,
2001 2000
------------- ------------

ASSETS
Current assets:
Cash and cash equivalents......................... $ 42.7 $ 66.1
Accounts and notes receivable (net of allowance
for doubtful accounts of $14.6 and $10.6,
respectively).................................... 590.7 553.9
Inventories....................................... 505.8 496.4
Prepaid expenses.................................. 15.8 15.2
Deferred income taxes............................. 0.9 0.9
Other current assets.............................. 60.6 69.6
-------- --------
Total current assets............................ 1,216.5 1,202.1

Property, plant and equipment, net.................. 2,879.7 2,703.9
Investment in unconsolidated affiliates............. 151.5 156.7
Intangible assets, net.............................. 457.3 434.7
Other noncurrent assets............................. 289.5 318.0
-------- --------
Total assets.................................... $4,994.5 $4,815.4
======== ========

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable ................................. $ 296.3 $ 313.3
Accrued liabilities............................... 486.8 517.0
Current portion of long-term debt................. 1,550.2 7.5
Other current liabilities......................... 67.2 32.4
-------- --------
Total current liabilities....................... 2,400.5 870.2

Long-term debt...................................... 1,026.4 2,343.0
Deferred income taxes............................... 276.2 332.1
Other noncurrent liabilities........................ 134.3 131.8
-------- --------
Total liabilities............................... 3,837.4 3,677.1
-------- --------
Minority interests.................................. 9.5 9.6
-------- --------

Equity:
Member's equity, 1,000 units...................... 1,026.1 1,026.1
Retained earnings................................. 288.2 223.3
Accumulated other comprehensive loss.............. (166.7) (120.7)
-------- --------
Total equity.................................... 1,147.6 1,128.7
-------- --------
Total liabilities and equity.................... $4,994.5 $4,815.4
======== ========

See accompanying notes to consolidated condensed financial statements

F-3

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(Unaudited)
(Millions of Dollars)

Revenues:
Trade sales and
services............. $1,043.6 $ 999.5 $3,250.6 $2,956.8
Related party sales... 85.5 126.7 301.6 358.7
Tolling fees.......... 4.3 10.7 16.9 31.0
-------- -------- -------- --------
Total revenues...... 1,133.4 1,136.9 3,569.1 3,346.5
Cost of goods sold...... 993.8 941.5 3,092.9 2,764.0
-------- -------- -------- --------
Gross profit ........... 139.6 195.4 476.2 582.5

Expenses:
Selling, general and
administrative....... 78.3 73.0 232.7 205.2
Research and
development.......... 15.2 15.2 47.1 44.9
-------- -------- -------- --------
Total expenses...... 93.5 88.2 279.8 250.1
-------- -------- -------- --------
Operating income ....... 46.1 107.2 196.4 332.4
Interest expense, net... 58.1 56.0 172.3 165.0
Loss on sale of accounts
receivable............. 2.1 -- 7.5 --
Other (income) expense.. 1.1 0.7 (4.4) 2.4
-------- -------- -------- --------
Income (loss) before
income taxes........... (15.2) 50.5 21.0 165.0
Income tax expense
(benefit).............. (50.2) 8.7 (47.0) 21.6
Minority interests in
subsidiaries........... 0.6 0.8 1.6 2.1
-------- -------- -------- --------
Income before accounting
change................. 34.4 41.0 66.4 141.3
Cumulative effect of
accounting change...... -- -- (1.5) --
-------- -------- -------- --------
Net income.............. 34.4 41.0 64.9 141.3
Other comprehensive
income (loss) Foreign
currency translation
adjustments............ 64.8 (74.1) (26.7) (156.1)
Cumulative effect of
accounting change...... -- -- (1.1) --
Net unrealized loss on
derivative
instruments............ (7.5) -- (18.2) --
-------- -------- -------- --------
Comprehensive income
(loss) ................ $ 91.7 $ (33.1) $ 18.9 $ (14.8)
======== ======== ======== ========

See accompanying notes to consolidated condensed financial statements

F-4

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(Millions of Dollars)

Member's Accumulated
Equity Other
-------------- Retained Comprehensive
Units Amount Earnings Loss Total
----- -------- -------- ------------- --------

Balance, January 1, 2001....... 1,000 $1,026.1 $223.3 $(120.7) $1,128.7
Net income..................... 64.9 64.9
Other comprehensive loss....... (46.0) (46.0)
----- -------- ------ ------- --------
Balance, September 30, 2001.... 1,000 $1,026.1 $288.2 $(166.7) $1,147.6
===== ======== ====== ======= ========

See accompanying notes to consolidated condensed financial statements

F-5

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows
(Unaudited)
(Millions of Dollars)

Nine Months Nine Months
Ended Ended
September 30, September 30,
2001 2000
------------- -------------

Cash flows from operating activities:
Net income......................................... $ 64.9 $ 141.3
Adjustments to reconcile net income to net cash
from operating activities:
Equity in earnings of investment in
unconsolidated affiliates....................... (0.1) (0.2)
Minority interests in subsidiaries............... 1.6 2.1
Gain on foreign currency transactions............ (5.8) (4.8)
Depreciation and amortization.................... 177.5 160.0
Deferred income taxes............................ (64.1) 5.0
Changes in operating assets and liabilities - net
of effects of acquisitions:
Accounts and notes receivables................. 43.3 (41.5)
Inventories.................................... 23.4 (72.0)
Prepaid expenses............................... (0.4) (2.4)
Other current assets........................... 19.3 (10.4)
Accounts payable............................... (89.4) 21.1
Accrued liabilities............................ (35.6) 9.3
Other current liabilities...................... 33.2 (2.6)
Other noncurrent assets........................ 20.8 (27.7)
Other noncurrent liabilities................... (1.1) 19.0
------- -------
Net cash provided by operating activities.......... 187.5 196.2
------- -------
Investing activities:
Acquisition of businesses.......................... (209.5) (146.9)
Capital expenditures............................... (198.7) (125.4)
Cash received from unconsolidated affiliates....... 5.7 7.5
Advances to unconsolidated affiliates.............. (2.2) (9.0)
------- -------
Net cash used in investing activities.............. (404.7) (273.8)
------- -------
Financing activities:
Borrowings under credit facilities................. 6.4 100.0
Repayments of credit facilities.................... (18.2) (38.1)
Issuance of senior subordinated notes.............. 233.2 --
Cash distributions to parent....................... -- (8.0)
Debt issuance costs................................ (5.3) --
------- -------
Net cash provided by financing activities.......... 216.1 53.9
------- -------
Effect of exchange rate changes on cash............ (22.3) (12.1)
------- -------
Decrease in cash and cash equivalents.............. (23.4) (35.8)
Cash and cash equivalents at beginning of period... 66.1 138.9
------- -------
Cash and cash equivalents at end of period......... $ 42.7 $ 103.1
======= =======

See accompanying notes to consolidated condensed financial statements

F-6

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

Huntsman International LLC ("Huntsman International" or the "Company") is a
global manufacturer and marketer of specialty and commodity chemicals through
three principal businesses: Specialty Chemicals, Petrochemicals and Titanium
Dioxide ("Tioxide"). The Company is a wholly owned subsidiary of Huntsman
International Holdings LLC ("Holdings").

The accompanying consolidated condensed financial statements of the Company
are unaudited. However, in management's opinion, all adjustments, consisting
only of normal recurring adjustments necessary for a fair presentation of
results of operations, financial position and cash flows for the periods shown,
have been made. Results for interim periods are not necessarily indicative of
those to be expected for the full year. These consolidated condensed financial
statements should be read in conjunction with the audited consolidated
financial statements and notes to consolidated financial statements included in
the Company's annual report on form 10-K for the year ended December 31, 2000.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of the Company include its majority-
owned subsidiaries. Intercompany transactions and balances are eliminated.

Use of Estimates

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

Reclassifications

Certain 2000 amounts have been reclassified to conform to the 2001
presentation.

3. Inventories

Inventories consist of the following (dollars in millions):

September 30, December 31,
2001 2000
------------- ------------

Raw materials................................... $125.9 $149.5
Work in progress................................ 22.5 22.8
Finished goods.................................. 336.4 302.5
------ ------
Subtotal...................................... 484.8 474.8
Materials and supplies.......................... 21.0 21.6
------ ------
Net........................................... $505.8 $496.4
====== ======

F-7

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)--(Continued)

4. Debt

As of September 30, 2001, the Company was not in compliance with one of the
financial covenants contained in the senior secured credit facilities (the
"Credit Facilities"). As a result, the Company currently cannot borrow
additional amounts under, or otherwise have access to, the Credit Facilities.
Management is pursuing waivers under and amendments to the Credit Facilities
which, among other things, would modify the financial covenants. There can be
no assurance that such waivers and amendments will be obtained. Unless and
until such amendments and waivers are obtained, the lenders could pursue
certain remedies under the Credit Facilities, including (i) accelerating the
debt due under the Credit Facilities, (ii) foreclosing on the pledge of the
Company's equity, and (iii) requiring Holdings to fulfill its obligations under
its guarantee. As a result, the Company has reclassified the outstanding
borrowings under the Credit Facilities to current portion of long-term debt.

5. Derivatives and Hedging Activities

Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments
and Hedging Activities. SFAS No.133 establishes accounting and reporting
standards for derivative instruments and hedging activities. It requires that
an entity recognize all derivative instruments as assets or liabilities in the
balance sheet and measure those instruments at fair value. The accounting for
changes in the fair value of a derivative instrument depends on the use of the
instrument.

The Company is exposed to market risks, such as changes in interest rates,
currency exchange rates and commodity pricing. The Company enters into
transactions, including transactions involving derivative instruments, to
manage these risks. The overall risk management philosophy of the Company is to
manage the downside risks of these activities. Primary goals of the Company's
risk management activities include: (1) reducing the impact of fluctuations in
variable interest rates and meeting the requirements of certain credit
agreements; (2) reducing the short-term impact from certain movements in
foreign exchange rates on earnings; (3) reducing the variability in the
purchase price of certain feedstocks; and (4) hedging the net investment
position in euro functional currency entities.

Interest Rate Hedging

Through the Company's borrowing activities, it is exposed to interest rate
risk. Such risk arises due to the structure of the Company's debt portfolio,
including the duration of the portfolio and the mix of fixed and floating
interest rates. The Company manages interest rate by managing the mix and rate
characteristics of various interest bearing liabilities and by entering into
interest rate swaps, collars and options.

As of September 30, 2001, the Company maintained interest rate swaps and
collars with a fair value of approximately $15.7 million which have been
designated as cash flow hedges of variable rate debt obligations. These amounts
are recorded as other current liabilities in the accompanying balance sheet.
For the nine months ended September 30, 2001, the effective portion of
unrealized losses of approximately $16.7 million were recorded as a component
of other comprehensive income, with the ineffective portion of approximately
$1.0 million recorded as additional interest expense in the accompanying
statement of operations.

F-8

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)--(Continued)

For the nine months ended September 30, 2001, swaps and collars not
designated as hedges are also recorded at fair value on the balance sheet and
resulted in an increase in interest expense and other current liabilities of
approximately $9.1 million in the accompanying financial statements.

Foreign Currency Rate Hedging

The Company enters into foreign currency derivative instruments to minimize
the short-term impact of movements in foreign currency rates. These contracts
are not designated as hedges for financial reporting purposes and are recorded
at fair value. As of September 30, 2001, the Company maintained forward
contracts with a fair value of $0.3 million. These amounts are recorded as
other current liabilities in the accompanying balance sheet.

Commodity Price Hedging

Because feedstocks used by the Company are subject to price volatility, the
Company uses commodity futures and swaps to reduce the risk associated with
certain of these feedstocks. These instruments are designated as cash flow
hedges of future inventory purchases, fair value hedges of inventory currently
held and trading activities. The mark-to-market gains and losses of qualifying
cash flow hedges are recorded as a component of other comprehensive income. The
mark-to-market gains and losses of non-qualifying, excluded and ineffective
portions of hedges are recorded in cost of goods sold in the accompanying
statement of operations. For the nine months ended September 30, 2001,
contracts designated as cash flow hedges had a fair value of approximately $0.1
million recorded as other current assets and approximately $2.8 million
recorded as other current liabilities in the accompanying balance sheet.
Contracts designated as fair value hedges had a fair value of approximately
$2.1 million recorded as other current assets. Contracts not designated as
hedges had a fair value of approximately $1.5 million recorded as other current
assets and $3.1 million recorded as other current liabilities. The net impact
of $1.6 million was recorded as a reduction of cost of goods sold in the
accompanying statement of operations.

Net Investment Hedging

The Company hedges its net investment position in euro functional currency
entities. To accomplish this, a portion of the Company's debt is euro
denominated and designated as a hedge of net investments. For the nine months
ended September 30, 2001, these hedges produced a net loss in other
comprehensive income (foreign currency translation adjustments) of
approximately $2.5 million. As of September 30, 2001, the ending net balance
was a net gain of approximately $43.5 million.

6. Commitments and contingencies

The Company is involved in litigation from time to time in the ordinary
course of its business. In management's opinion, after consideration of
indemnification arrangements, none of such litigation is material to the
Company's financial condition or results of operations.

F-9

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)--(Continued)

7. Environmental matters

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

MTBE Developments

Denmark has recently proposed to the European Union (EU) that a directive be
issued, taking effect in 2005, allowing individual EU countries to ban the use
of MTBE. Currently no other EU member countries have supported Denmark's
proposal. Independent of its EU proposal, Denmark has entered into a voluntary
agreement with refiners that will significantly reduce the sale of MTBE in
Denmark. The agreement calls for refiners to cease using MTBE in 92- and 95-
octane gasoline by May 1, 2002; however MTBE will still be an additive in a
limited amount of 98-octane gasoline sold in 100 selected service stations in
Denmark.

In the U.S., the state of New York has proposed a ban on the sale of MTBE in
New York. The Oxygenated Fuel Association ("OFA"), an organization representing
MTBE producers, challenged the proposed ban in federal court in New York. In a
motion for summary judgment, OFA asserted that the state of New York was
precluded by the doctrine of federal preemption from banning MTBE sales in the
state because of the federal oxygenate requirement under the federal Clean Air
Act. The court, however, rejected OFA's motion. Although this ruling was based
on the court's determination that there are factual issues precluding summary
judgment, the ruling tends to provide some support for the theory that an
individual state can act unilaterally to preclude the sale of MTBE within its
jurisdiction. Several states have promulgated such bans, which are scheduled to
take effect variously over the next several years. OFA will continue to pursue
the New York case, as well as a similar case in California.

F-10

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)--(Continued)

Pending Congressional action to ban the sale of MTBE in the future, and the
pendency of the United States Environmental Protection Agency's administrative
process to ban the manufacture and sale of the chemical in the United States,
also remain.

North Tees

The U.K. Environment Agency (EA) issued an Enforcement Notice on March 30,
2001, following an investigation into an alleged leak of a mixture consisting
of approximately 60% benzene into the River Tees, allegedly following a
dewatering procedure at the Company's North Tees site. The Company has complied
with this Enforcement Notice. The Company's discussions with EA and EA
investigations into the incident are continuing; if the EA finds the Company
legally responsible, the Company could face legal action and possible
penalties. Management does not believe that, even if such action is initiated
and the Company is ultimately found to be legally responsible, the probable
penalties would be material to the financial position or results of operations
of the Company.

8. Industry Segment and Geographic Area information

The Company derives its revenues, earnings and cash flows from the
manufacture and sale of a wide variety of specialty and commodity chemical
products. The Company has three reportable operating segments: Specialty
Chemicals, Petrochemicals and Tioxide.

The major products of each operating segment are as follows:

Segment Products
------------------- -----------------------------------------------

Specialty Chemicals MDI, TDI, TPU, polyols, aniline, PO, TBA, MTBE,
ethyleneamines and surfactants
Petrochemicals Ethylene, propylene, benzene, cyclohexane and
paraxylene
Tioxide TiO\\2\\

Sales between segments are generally recognized at external market prices.
For the nine months ended September 30, 2001 and 2000, sales to Imperial
Chemicals Industries PLC ("ICI") and its affiliates accounted for approximately
7% and 8%, respectively, of consolidated revenues.

F-11

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)--(Continued)

The net sales, operating income and EBITDA for each of the Company's
reportable operating segments are as follows (dollars in millions):

Net sales:
Specialty Chemicals... $ 631.1 $ 549.1 $1,936.7 $1,589.3
Petrochemicals........ 306.9 371.9 1,028.4 1,093.2
Tioxide............... 220.6 243.3 679.0 740.5
Sales between
segments,
Petrochemicals sales
to Specialty
Chemicals............ (25.2) (27.4) (75.0) (76.5)
--------- -------- -------- --------
Total............... $ 1,133.4 $1,136.9 $3,569.1 $3,346.5
========= ======== ======== ========
Operating income:
Specialty Chemicals... $ 50.0 $ 44.3 $ 125.0 $ 173.3
Petrochemicals........ (15.6) 13.9 (5.9) 35.3
Tioxide............... 11.7 49.0 77.3 123.8
--------- -------- -------- --------
Total............... $ 46.1 $ 107.2 $ 196.4 $ 332.4
========= ======== ======== ========
EBITDA (1):
Specialty Chemicals... $ 84.5 $ 76.8 $ 235.0 $ 265.1
Petrochemicals........ (4.7) 24.5 24.5 69.3
Tioxide............... 23.8 57.9 111.3 155.6
--------- -------- -------- --------
Total EBITDA........ 103.6 159.2 370.8 490.0
Depreciation &
amortization......... (60.7) (52.7) (177.5) (160.0)
Interest expense,
net.................. (58.1) (56.0) (172.3) (165.0)
--------- -------- -------- --------
Income (loss) before
income taxes......... $ (15.2) $ 50.5 $ 21.0 $ 165.0
========= ======== ======== ========

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

9. Recent Events

Proposed Investment by Bain and Blackstone

In July 2001, Huntsman Corporation, Huntsman Specialty Chemicals Corporation
("HSCC") and Holdings entered into letter agreements with Bain Capital, L.L.C.
("Bain") and Blackstone Capital Partners III Merchant Banking Fund, L.P.
("Blackstone") relating to a proposed investment by Bain and Blackstone. Those
letter agreements have expired. There can be no assurance that any new proposal
will be made or, if so, that any transaction would be pursued or consummated.
In addition, there can be no assurance as to the terms of any such transaction.

Restricted Payments

Because of the restrictions contained in the indentures governing the
outstanding high-yield notes of Holdings and the senior subordinated notes of
the Company, the Company is

F-12

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)--(Continued)

presently unable to make any "restricted payments," including (i) any
dividends, distributions or other payments to holders of its equity interests
or (ii) payments to purchase, redeem or otherwise acquire or retire for value
any of its equity interests, subject to certain exceptions contained in such
indentures.

Sale by ICI Alta of Holdings' Equity Interests

Pursuant to the Membership Interest Option Agreement, dated November 2,
2000, as amended (the "Option Agreement"), between ICI, ICI Alta Inc. ("ICI
Alta") and HSCC, on October 30, 2001 ICI Alta exercised its put right requiring
HSCC or its nominee to purchase ICI Alta's 30% equity stake in Holdings. On
November 2, 2001, ICI Alta and HSCC agreed to extend the timetable for the
completion of ICI Alta's put option arrangements under the Option Agreement to
allow time for completion of a new agreement. The proposed new agreement would
replace ICI Alta's existing put arrangements and would provide a new
arrangement for the acquisition of ICI Alta's equity stake in Holdings. The
negotiations are at an advanced stage and parties are negotiating the remaining
open issues; however, there can be no assurance that the parties will reach an
agreement.

Recently Issued Accounting Pronouncements

On July 20, 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." The statements will change the accounting for business combinations
and goodwill in two significant ways. SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001. Use of the pooling-of-interests method will be prohibited. SFAS No.
142 changes the accounting for goodwill from an amortization method to an
impairment-only approach. Thus, amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon adoption of that
statement, which for the Company will be January 1, 2002. The Company is
currently evaluating the effects of adopting these pronouncements.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible, long-
lived assets and the associated asset retirement costs. This Statement requires
that the fair value of a liability for an asset retirement obligation be
recognized in the period in which it is incurred by capitalizing it as part of
the carrying amount of the long-lived assets. As required by SFAS No. 143, the
Company will adopt this new accounting standard on January 1, 2003. The Company
is currently evaluating the effects of adopting this pronouncement.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This Statement establishes a
single accounting model for the impairment or disposal of long-lived assets. As
required by SFAS No. 144, the Company will adopt this new accounting standard
on January 1, 2002. The Company is currently evaluating the effects of adopting
this pronouncement.

10. Consolidating Condensed Financial Statements

The following consolidating condensed financial statements present, in
separate columns, financial information for: Huntsman International (on a
parent only basis), with its investment in subsidiaries recorded under the
equity method; the guarantors, under the June 30, 1999

F-13

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)--(Continued)

Indenture, on a combined, or where appropriate, consolidated basis, with its
investment in the non-guarantors recorded under the equity method; and the non-
guarantors on a consolidated basis. Additional columns present eliminating
adjustments and consolidated totals as of September 30, 2001 and December 31,
2000 and for the three and nine months ended September 30, 2001 and 2000. There
are no contractual restrictions limiting transfers of cash from guarantor and
non-guarantor subsidiaries to Huntsman International. The combined guarantors
are wholly owned subsidiaries of Huntsman International and have fully and
unconditionally guaranteed the senior subordinated notes on a joint and several
basis. The Company has not presented separate financial statements and other
disclosures concerning the combined guarantors because management has
determined that such information is not material to investors.

F-14

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING CONDENSED BALANCE SHEETS

September 30, 2001
(Unaudited)
(Millions of Dollars)

Parent Only Consolidated
Huntsman Non- Huntsman
International Guarantors Guarantors Eliminations International
------------- ---------- ---------- ------------ -------------

ASSETS
Current assets:
Cash and cash
equivalents........... $ -- $ 0.1 $ 42.6 $ -- $ 42.7
Accounts and notes
receivable, net....... 71.4 103.3 543.1 (127.1) 590.7
Inventories............ 46.8 64.3 394.7 -- 505.8
Other current assets... 69.6 114.7 71.1 (178.1) 77.3
-------- -------- -------- --------- --------
Total current assets.. 187.8 282.4 1,051.5 (305.2) 1,216.5
Property, plant and
equipment, net......... 590.7 362.3 1,926.7 -- 2,879.7
Investment in
unconsolidated
affiliates............. 2,843.7 975.7 1.5 (3,669.4) 151.5
Other noncurrent
assets................. 422.0 1,272.2 302.5 (1,249.9) 746.8
-------- -------- -------- --------- --------
Total assets.......... $4,044.2 $2,892.6 $3,282.2 $(5,224.5) $4,994.5
======== ======== ======== ========= ========
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and
accrued liabilities... $ 131.0 $ 108.5 $ 698.8 $ (155.2) $ 783.1
Current portion of
long-term debt........ 1,539.4 -- 10.8 -- 1,550.2
Other current
liabilities........... 121.9 19.4 75.9 (150.0) 67.2
-------- -------- -------- --------- --------
Total current
liabilities.......... 1,792.3 127.9 785.5 (305.2) 2,400.5
Long-term debt.......... 1,047.7 -- 1,228.6 (1,249.9) 1,026.4
Other noncurrent
liabilities............ 56.6 3.8 350.1 -- 410.5
-------- -------- -------- --------- --------
Total liabilities..... 2,896.6 131.7 2,364.2 (1,555.1) 3,837.4
-------- -------- -------- --------- --------
Minority interests...... -- -- 9.5 -- 9.5
-------- -------- -------- --------- --------
Equity:
Member's equity, 1,000
units................. 1,026.1 -- -- -- 1,026.1
Subsidiary equity...... -- 2,356.0 750.1 (3,106.1) --
Retained earnings...... 288.2 602.5 224.3 (826.8) 288.2
Accumulated other
comprehensive loss.... (166.7) (197.6) (65.9) 263.5 (166.7)
-------- -------- -------- --------- --------
Total equity.......... 1,147.6 2,760.9 908.5 (3,669.4) 1,147.6
-------- -------- -------- --------- --------
Total liabilities and
equity................. $4,044.2 $2,892.6 $3,282.2 $(5,224.5) $4,994.5
======== ======== ======== ========= ========

F-15

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING BALANCE SHEETS

December 31, 2000
(Unaudited)
(Millions of Dollars)

Parent Only Consolidated
Huntsman Non- Huntsman
International Guarantors Guarantors Eliminations International
------------- ---------- ---------- ------------ -------------

ASSETS
Current assets:
Cash and cash
equivalents........... $ 5.7 $ -- $ 60.4 $ -- $ 66.1
Accounts and notes
receivable, net....... 71.8 66.2 509.1 (93.2) 553.9
Inventories............ 61.9 63.3 371.2 -- 496.4
Other current assets... 37.8 88.7 88.3 (129.1) 85.7
-------- -------- -------- --------- --------
Total current assets.. 177.2 218.2 1,029.0 (222.3) 1,202.1
Property, plant and
equipment, net......... 592.3 358.2 1,753.4 -- 2,703.9
Investment in
unconsolidated
affiliates............. 2,631.2 842.1 1.2 (3,317.8) 156.7
Other noncurrent
assets................. 415.8 1,254.1 313.0 (1,230.2) 752.7
-------- -------- -------- --------- --------
Total assets.......... $3,816.5 $2,672.6 $3,096.6 $(4,770.3) $4,815.4
======== ======== ======== ========= ========

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and
accrued liabilities... $ 189.4 $ 114.5 $ 653.9 $ (127.5) $ 830.3
Current portion of
long-term debt........ 0.2 -- 7.3 -- 7.5
Other current
liabilities........... 73.4 30.0 23.8 (94.8) 32.4
-------- -------- -------- --------- --------
Total current
liabilities.......... 263.0 144.5 685.0 (222.3) 870.2
Long-term debt.......... 2,368.1 -- 1,205.1 (1,230.2) 2,343.0
Other noncurrent
liabilities............ 56.7 4.0 403.2 -- 463.9
-------- -------- -------- --------- --------
Total liabilities..... 2,687.8 148.5 2,293.3 (1,452.5) 3,677.1
-------- -------- -------- --------- --------
Minority interests...... -- -- 9.6 -- 9.6
-------- -------- -------- --------- --------
Equity:
Member's equity, 1,000
units................. 1,026.1 -- -- -- 1,026.1
Subsidiary equity...... -- 2,331.4 726.6 (3,058.0) --
Retained earnings...... 223.3 361.7 123.9 (485.6) 223.3
Accumulated other
comprehensive loss.... (120.7) (169.0) (56.8) 225.8 (120.7)
-------- -------- -------- --------- --------
Total equity.......... 1,128.7 2,524.1 793.7 (3,317.8) 1,128.7
-------- -------- -------- --------- --------
Total liabilities and
equity................. $3,816.5 $2,672.6 $3,096.6 $(4,770.3) $4,815.4
======== ======== ======== ========= ========

F-16

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30, 2001
(Unaudited)
(Millions of Dollars)

Parent Only Consolidated
Huntsman Non- Huntsman
International Guarantors Guarantors Eliminations International
------------- ---------- ---------- ------------ -------------

Revenues:
Trade sales and
services.............. $ 150.5 $167.4 $725.7 $ -- $1,043.6
Related party sales.... 37.8 28.5 98.3 (79.1) 85.5
Tolling fees........... -- 4.1 0.2 -- 4.3
------- ------ ------ -------- --------
Total revenue......... 188.3 200.0 824.2 (79.1) 1,133.4
Cost of goods sold...... 132.7 177.8 762.4 (79.1) 993.8
------- ------ ------ -------- --------
Gross profit............ 55.6 22.2 61.8 -- 139.6

Expenses:
Selling, general and
administrative........ 38.0 (5.7) 46.0 -- 78.3
Research and
development........... 12.5 0.8 1.9 -- 15.2
------- ------ ------ -------- --------
Total expenses........ 50.5 (4.9) 47.9 -- 93.5
------- ------ ------ -------- --------
Operating income........ 5.1 27.1 13.9 -- 46.1
Interest expense
(income), net.......... 59.0 (25.5) 24.6 -- 58.1
Loss on sale of accounts
receivable............. 0.8 1.0 0.3 -- 2.1
Equity in earnings of
unconsolidated
affiliates............. 89.3 37.7 -- (127.0) --
Other expense .......... 0.2 -- 0.9 -- 1.1
------- ------ ------ -------- --------
Income before income
taxes.................. 34.4 89.3 (11.9) (127.0) (15.2)
Income tax expense...... -- -- (50.2) -- (50.2)
Minority interests in
subsidiaries........... -- -- 0.6 -- 0.6
------- ------ ------ -------- --------
Net income before
accounting change...... 34.4 89.3 37.7 (127.0) 34.4
Cumulative effect of
accounting change...... -- -- -- -- --
------- ------ ------ -------- --------
Net income.............. 34.4 89.3 37.7 (127.0) 34.4
Other comprehensive
income................. 57.3 114.2 44.4 (158.6) (57.3)
------- ------ ------ -------- --------
Comprehensive income.... $ 91.7 $203.5 $ 82.1 $ (285.6) $ 91.7
======= ====== ====== ======== ========

F-17

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30, 2000
(Unaudited)
(Millions of Dollars)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

Revenues:
Trade sales and
services.............. $276.9 $ 48.0 $674.6 $ -- $ 999.5
Related party sales.... 54.9 12.7 131.1 (72.0) 126.7
Tolling fees........... 10.7 -- -- -- 10.7
------ ------ ------ ------ --------
Total revenue......... 342.5 60.7 805.7 (72.0) 1,136.9
Cost of goods sold...... 278.0 51.8 683.7 (72.0) 941.5
------ ------ ------ ------ --------
Gross profit............ 64.5 8.9 122.0 -- 195.4

Expenses:
Selling, general and
administrative........ 24.3 1.4 47.3 -- 73.0
Research and
development........... 11.8 -- 3.4 -- 15.2
------ ------ ------ ------ --------
Total expenses........ 36.1 1.4 50.7 -- 88.2
------ ------ ------ ------ --------
Operating income........ 28.4 7.5 71.3 -- 107.2
Interest expense
(income), net.......... 59.4 (32.6) 29.2 -- 56.0
Loss on sale of accounts
receivable............. -- -- -- -- --
Equity in earnings of
unconsolidated
affiliates............. 71.1 31.0 -- (102.1) --
Other expense (income).. (0.9) -- 1.6 -- 0.7
------ ------ ------ ------ --------
Income before income
taxes.................. 41.0 71.1 40.5 (102.1) 50.5
Income tax expense...... -- -- 8.7 -- 8.7
Minority interests in
subsidiaries........... -- -- 0.8 -- 0.8
------ ------ ------ ------ --------
Net income.............. 41.0 71.1 31.0 (102.1) 41.0
Other comprehensive
loss................... (74.1) (108.2) (30.2) 138.4 (74.1)
------ ------ ------ ------ --------
Comprehensive income
(loss)................. $(33.1) $(37.1) $ 0.8 $ 36.3 $ (33.1)
====== ====== ====== ====== ========

F-18

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS) NINE MONTHS ENDED SEPTEMBER 30, 2001

(UNAUDITED)
(Dollars in Millions)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

Revenues:
Trade sales and
services.............. $465.8 $517.7 $2,267.1 $ -- $3,250.6
Related party sales.... 124.8 111.7 310.2 (245.1) 301.6
Tolling fees........... -- 16.5 0.4 -- 16.9
------ ------ -------- ------- --------
Total revenue......... 590.6 645.9 2,577.7 (245.1) 3,569.1
Cost of goods sold...... 453.2 568.3 2,316.5 (245.1) 3,092.9
------ ------ -------- ------- --------
Gross profit............ 137.4 77.6 261.2 -- 476.2

Expenses:
Selling, general and
administrative........ 93.0 10.4 129.3 -- 232.7
Research and
development........... 39.7 2.9 4.5 -- 47.1
------ ------ -------- ------- --------
Total expenses........ 132.7 13.3 133.8 -- 279.8
------ ------ -------- ------- --------
Operating income........ 4.7 64.3 127.4 -- 196.4
Interest expense
(income), net.......... 177.3 (79.9) 74.9 -- 172.3
Loss on sale of accounts
receivable............. 1.9 3.8 1.8 -- 7.5
Equity in earnings of
unconsolidated
affiliates............. 240.9 100.4 -- (341.2) 0.1
Other expense (income).. -- -- (4.3) -- (4.3)
------ ------ -------- ------- --------
Income before income
taxes.................. 66.4 240.8 55.0 (341.2) 21.0
Income tax expense...... -- -- (47.0) -- (47.0)
Minority interests in
subsidiaries........... -- -- 1.6 -- 1.6
------ ------ -------- ------- --------
Net income before
accounting change...... 66.4 240.8 100.4 (341.2) 66.4
Cumulative effect of
accounting change...... (1.5) -- -- -- (1.5)
------ ------ -------- ------- --------
Net income.............. 64.9 240.8 100.4 (341.2) 64.9
Other comprehensive
loss................... (46.0) (28.6) (9.1) 37.7 (46.0)
------ ------ -------- ------- --------
Comprehensive income.... $ 18.9 $212.2 $ 91.3 $(303.5) $ 18.9
====== ====== ======== ======= ========

F-19

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) NINE
MONTHS ENDED SEPTEMBER 30, 2000

(UNAUDITED)
(Dollars in Millions)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

Revenues:
Trade sales and
services.............. $ 816.8 $ 145.8 $1,994.2 $ -- $2,956.8
Related party sales.... 142.5 33.5 370.7 (188.0) 358.7
Tolling fees........... 31.0 -- -- -- 31.0
------- ------- -------- ------- --------
Total revenue......... 990.3 179.3 2,364.9 (188.0) 3,346.5
Cost of goods sold...... 772.2 150.1 2,029.7 (188.0) 2,764.0
------- ------- -------- ------- --------
Gross profit............ 218.1 29.2 335.2 -- 582.5

Expenses:
Selling, general and
administrative........ 84.4 8.8 112.0 -- 205.2
Research and
development........... 33.8 -- 11.1 -- 44.9
------- ------- -------- ------- --------
Total expenses........ 118.2 8.8 123.1 -- 250.1
------- ------- -------- ------- --------
Operating income........ 99.9 20.4 212.1 -- 332.4
Interest expense
(income), net.......... 170.8 (97.1) 91.3 -- 165.0
Loss on sale of accounts
receivable............. -- -- -- -- --
Equity in earnings of
unconsolidated
affiliates............. 211.2 93.7 -- (304.9) --
Other expense (income).. (1.0) -- 3.4 -- 2.4
------- ------- -------- ------- --------
Income before income
taxes.................. 141.3 211.2 117.4 (304.9) 165.0
Income tax expense...... -- -- 21.6 -- 21.6
Minority interests in
subsidiaries........... -- -- 2.1 -- 2.1
------- ------- -------- ------- --------
Net income.............. 141.3 211.2 93.7 (304.9) 141.3
Other comprehensive
loss................... (156.1) (214.4) (60.2) 274.6 (156.1)
------- ------- -------- ------- --------
Comprehensive income
(loss)................. $ (14.8) $ (3.2) $ 33.5 $ (30.3) $ (14.8)
======= ======= ======== ======= ========

F-20

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW

Nine Months Ended September 30, 2001
(Unaudited)
(Millions of Dollars)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

Net cash provided by
(used in)
operating activities... $ (120.3) $ 127.4 $ 180.4 $ -- $ 187.5
--------- ------- --------- --------- -------

Investing activities:
Acquisition of
businesses............. -- (29.1) (180.4) -- (209.5)
Capital expenditures.... (25.4) (2.7) (170.6) -- (198.7)
Cash received from
unconsolidated
affiliates............. -- 5.7 -- -- 5.7
Advances to
unconsolidated
affiliates............. (2.2) -- -- -- (2.2)
--------- ------- --------- --------- -------
Net cash used in
investing activities... (27.6) (26.1) (351.0) -- (404.7)
--------- ------- --------- --------- -------

Financing activities:
Borrowings under credit
facilities............. -- -- 6.4 -- 6.4
Repayments of credit
facilities............. (18.2) -- -- -- (18.2)
Issuance of senior
subordinated notes..... 233.2 -- -- -- 233.2
Debt issuance costs..... (5.3) -- -- -- (5.3)
Cash contributions by
parent................. -- 706.2 2,540.4 (3,246.6) --
Cash distributions from
subsidiaries........... 3,146.7 -- -- (3,146.7) --
Cash distributions to
parent................. -- (661.6) (2,485.1) 3,146.7 --
Cash distributions to
subsidiaries........... (3,195.5) (51.1) -- 3,246.6 --
Intercompany advances--
net of repayments...... (5.5) (91.3) 96.8 -- --
--------- ------- --------- --------- -------
Net cash provided by
(used in) financing
activities............. 155.4 (97.8) 158.5 -- 216.1
--------- ------- --------- --------- -------
Effect of exchange rate
changes on cash........ (13.2) (3.4) (5.7) -- (22.3)
--------- ------- --------- --------- -------
Increase (decrease) in
cash and cash
equivalents............ (5.7) 0.1 (17.8) -- (23.4)
Cash and cash
equivalents at
beginning of period.... 5.7 -- 60.4 -- 66.1
--------- ------- --------- --------- -------
Cash and cash
equivalents at end of
period................. $ -- $ 0.1 $ 42.6 $ -- $ 42.7
========= ======= ========= ========= =======

F-21

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW

Nine Months Ended September 30, 2000
(Unaudited)
(Millions of Dollars)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

Net cash provided by
(used in) operating
activities............. $(44.2) $ 110.7 $129.7 $ -- $ 196.2
------ ------- ------ ------- -------

Investing activities:
Acquisition of other
businesses............. (132.9) -- (14.0) -- (146.9)
Cash expenditures....... (28.3) (0.8) (96.3) -- (125.4)
Cash received from
unconsolidated
affiliates............. -- 7.5 -- -- 7.5
Advances to
unconsolidated
affiliates............. (9.0) -- -- -- (9.0)
------ ------- ------ ------- -------
Net cash provided by
(used in) investing
activities............. (170.2) 6.7 (110.3) -- (273.8)
------ ------- ------ ------- -------

Financing activities:
Borrowings under credit
facilities............. 100.0 -- -- -- 100.0
Repayment of credit
facilities............. (35.7) -- (2.4) -- (38.1)
Cash contributions by
parent................. -- 203.5 19.2 (222.7) --
Cash distributions from
subsidiaries........... 222.1 -- -- (222.1) --
Cash distributions to
parent................. (8.0) (222.1) -- 222.1 (8.0)
Cash distributions to
subsidiaries........... (203.5) (19.2) -- 222.7 --
Intercompany advances--
net of repayments...... 134.1 (79.8) (54.3) -- --
------ ------- ------ ------- -------
Net cash provided by
(used in) financing
activities............. 209.0 (117.6) (37.5) -- 53.9
------ ------- ------ ------- -------
Effect of exchange rate
changes on cash........ -- -- (12.1) -- (12.1)
------ ------- ------ ------- -------
Decrease in cash and
cash equivalents....... (5.4) (0.2) (30.2) -- (35.8)
Cash and cash
equivalents at
beginning of period.... 9.0 0.2 129.7 -- 138.9
------ ------- ------ ------- -------
Cash and cash
equivalents at end of
period................. $ 3.6 $ -- $ 99.5 $ -- $ 103.1
====== ======= ====== ======= =======

F-22

INDEPENDENT AUDITORS' REPORT

To the Board of Managers and Members of
Huntsman International LLC

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

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

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

DELOITTE & TOUCHE LLP

Salt Lake City, Utah
February 16, 2001, except for Note 19,
as to which the date is November 26, 2001.

F-23

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)

December 31, December 31,
2000 1999
------------ ------------

ASSETS
Current assets:
Cash and cash equivalents.......................... $ 66.1 $ 138.9
Accounts and notes receivables (net of allowance
for doubtful accounts of $10.6 and $9.5,
respectively)..................................... 553.9 629.4
Inventories........................................ 496.4 381.3
Prepaid expenses................................... 15.2 18.2
Deferred income taxes.............................. 0.9 12.9
Other current assets............................... 69.6 48.2
-------- --------
Total current assets............................. 1,202.1 1,228.9
Property, plant and equipment, net................... 2,703.9 2,681.2
Investment in unconsolidated affiliates.............. 156.7 163.9
Intangible assets, net............................... 434.7 395.8
Other noncurrent assets.............................. 318.0 348.6
-------- --------
Total assets..................................... $4,815.4 $4,818.4
======== ========
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable................................... $ 313.3 $ 338.7
Accrued liabilities................................ 517.0 337.7
Current portion of long-term debt.................. 7.5 51.7
Other current liabilities.......................... 32.4 44.1
-------- --------
Total current liabilities........................ 870.2 772.2
Long-term debt....................................... 2,343.0 2,453.3
Deferred income taxes................................ 332.1 365.4
Other noncurrent liabilities......................... 131.8 115.5
-------- --------
Total liabilities................................ 3,677.1 3,706.4
-------- --------
Minority interests................................... 9.6 8.0
-------- --------
Equity:
Members' equity, 1,000 units....................... 1,026.1 1,026.1
Retained earnings.................................. 223.3 80.6
Accumulated other comprehensive loss............... (120.7) (2.7)
-------- --------
Total equity..................................... 1,128.7 1,104.0
-------- --------
Total liabilities and equity..................... $4,815.4 $4,818.4
======== ========

See accompanying notes to consolidated financial statements

F-24

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Millions of Dollars)

HSCC Predecessor
Company
-----------------------
Six Months
Year Ended Six Months Ended Ended Year Ended
December 31, December 31, June 30, December 31,
2000 1999 1999 1998
------------ ---------------- ---------- ------------

Revenues:
Trade sales and services............................................. $3,940.8 $1,704.5 $134.0 $253.2
Related party sales.................................................. 464.5 269.5 29.0 33.0
Tolling fees......................................................... 42.6 23.3 29.0 52.5
-------- -------- ------ ------
Total revenues..................................................... 4,447.9 1,997.3 192.0 338.7
Cost of goods sold..................................................... 3,705.4 1,602.0 134.1 276.6
-------- -------- ------ ------
Gross profit........................................................... 742.5 395.3 57.9 62.1
Expenses:
Selling, general and administrative.................................. 272.1 154.3 3.3 4.8
Research and development............................................. 59.3 43.7 2.0 3.0
-------- -------- ------ ------
Total expenses..................................................... 331.4 198.0 5.3 7.8
-------- -------- ------ ------
Operating income....................................................... 411.1 197.3 52.6 54.3
Interest expense....................................................... 227.3 106.2 18.3 40.9
Interest income........................................................ 4.9 2.2 0.3 1.0
Loss on sale of accounts receivable.................................... 1.9 -- -- --
Other income (expense)................................................. (3.2) 6.5 -- 0.8
-------- -------- ------ ------
Income before income taxes............................................. 183.6 99.8 34.6 15.2
Income tax expense..................................................... 30.1 18.2 13.1 5.8
Minority interests in subsidiaries..................................... 2.8 1.0 -- --
-------- -------- ------ ------
Net income ............................................................ 150.7 80.6 21.5 9.4
Preferred stock dividends.............................................. -- -- 2.2 4.2
Net income available to common equity holders.......................... 150.7 80.6 19.3 5.2
Other comprehensive loss--foreign currency translation adjustments..... (118.0) (2.7) -- --
-------- -------- ------ ------
Comprehensive income .................................................. $ 32.7 $ 77.9 $ 19.3 $ 5.2
======== ======== ====== ======

See accompanying notes to consolidated financial statements

F-25

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY
(Millions of Dollars)

Common Stock/ Accumulated
Members' Equity Additional Other
--------------------- Paid-in Retained Comprehensive
Shares/Units Amount Capital Earnings Income Total
------------ -------- ---------- -------- ------------- --------

HSCC Predecessor
Company:
Balance , January 1,
1998................... 2,500 $25.0 $ 0.4 $ 25.4
Net income.............. 9.4 9.4
Dividends accrued on
mandatorily redeemable
preferred stock........ (4.2) (4.2)
----- -------- ----- ------ ------- --------
Balance, December 31,
1998................... 2,500 25.0 5.6 -- 30.6
Net income.............. 21.5 21.5
Dividends accrued on
mandatorily redeemable
preferred stock........ (2.2) (2.2)
----- -------- ----- ------ ------- --------
Balance, June 30, 1999.. 2,500 $ -- $25.0 $ 24.9 $ -- $ 49.9
===== ======== ===== ====== ======= ========
Huntsman International:
Capital contribution
from Huntsman
International Holdings
LLC.................... 1,000 $1,646.1 $1,646.1
Distribution to
Holdings............... (620.0) (620.0)
Net income.............. $ 80.6 80.6
Foreign currency
translation
adjustments............ $ (2.7) (2.7)
----- -------- ----- ------ ------- --------
Balance, December 31,
1999................... 1,000 1,026.1 -- 80.6 (2.7) 1,104.0
Distribution to
Holdings............... (8.0) (8.0)
Net income.............. 150.7 150.7
Foreign currency
translation
adjustments............ (118.0) (118.0)
----- -------- ----- ------ ------- --------
Balance, December 31,
2000................... 1,000 $1,026.1 $ -- $223.3 $(120.7) $1,128.7
===== ======== ===== ====== ======= ========

See accompanying notes to consolidated financial statements

F-26

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)

HSCC Predecessor
Company
-----------------------
Six Months Six Months
Year Ended Ended Ended Year Ended
December 31, December 31, June 30, December 31,
2000 1999 1999 1998
------------ ------------ ---------- ------------

Cash flows from operating
activities:
Net income.................. $150.7 $ 80.6 $ 21.5 $ 9.4
Adjustments to reconcile net
income to net cash provided
by operating activities:
Equity in earnings of
investment in
unconsolidated
affiliates................ (0.1) (0.1)
Minority interests in
subsidiaries.............. 2.8 1.0
Gain on foreign currency
transactions.............. (8.2) (5.0)
Depreciation and
amortization.............. 216.2 105.2 15.5 30.5
Deferred income taxes...... 6.3 11.0 3.6 5.8
Proceeds from initial sale
of receivables............ 175.0
Interest on subordinated
note...................... 3.0 7.1
Changes in operating assets
and liabilities-- net of
effects of acquisitions:
Accounts and notes
receivables............... (104.5) (38.3) (6.1) (1.5)
Inventories................ (118.9) (21.9) (5.7) 3.4
Prepaid expenses........... 0.3 (15.4)
Other current assets....... (13.8) 4.6 0.9 0.1
Accounts payable........... (27.1) 11.9 (3.4) 2.0
Accrued liabilities........ 182.3 118.6
Other current liabilities.. (28.4) 4.5 10.0 3.7
Other noncurrent assets.... (52.0) (17.3) 0.6 (14.3)
Other noncurrent
liabilities............... 30.9 16.1
------ --------- ------ ------
Net cash provided by
operating activities..... 411.5 255.5 39.9 46.2
------ --------- ------ ------
Investing activities:
Purchase of businesses from
ICI, net of cash acquired.. (2,244.8)
Purchase of business from BP
Chemicals, Limited......... (116.6)
Acquisition of other
businesses................. (149.6)
Cash received from
unconsolidated affiliates.. 7.5 2.5
Investment in unconsolidated
affiliates................. (1.7)
Advances to unconsolidated
affiliates (9.0) (26.5)
Capital expenditures........ (204.5) (131.8) (4.0) (10.4)
------ --------- ------ ------
Net cash used in investing
activities............... (355.6) (2,518.9) (4.0) (10.4)
------ --------- ------ ------
Financing activities:
Borrowings under senior
credit facilities.......... 8.0 1,692.5
Issuance of senior
subordinated notes......... 806.3
Proceeds from other long-
term debt.................. 1.0
Repayment of long-term
debt....................... (131.0) (34.4) (43.3)
Debt issuance costs......... (75.7)
Cash contributions by
Holdings................... 598.0
Cash distribution to
Holdings................... (8.0) (620.0)
------ --------- ------ ------
Net cash provided by (used
in) financing
activities............... (131.0) 2,402.1 (34.4) (43.3)
------ --------- ------ ------
Effect of exchange rate
changes on cash............ 2.3 0.2 -- --
------ --------- ------ ------
Increase (decrease) in cash
and cash equivalents....... (72.8) 138.9 1.5 (7.5)
Cash and cash equivalents at
beginning of period........ 138.9 -- 2.6 10.1
------ --------- ------ ------
Cash and cash equivalents at
end of period.............. $ 66.1 $ 138.9 $ 4.1 $ 2.6
------ --------- ------ ------
Non-cash financing and
investing activities:
Non-cash capital
contribution by Holdings... $ -- $ 1,048.1

See accompanying notes to consolidated financial statements

F-27

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Basis of Presentation

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

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

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

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

Senior secured credit facilities of Huntsman International......... $1,683
Senior subordinated notes of Huntsman International................ 807
Cash equity contributed by Holdings................................ 598
------
Total cash sources............................................... $3,088
======

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

The total consideration to ICI of cash and the value of common equity
interest in Holdings was approximately $2.8 billion, including expenses and
liabilities assumed. The excess of the purchase price over the estimated fair
value of net tangible assets acquired has been recorded as identifiable
intangibles ($203.6 million) and goodwill ($41.6 million) which are being
amortized over 5 to 15 years and 20 years, respectively.

F-28

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

Current assets................................................ $ 970.2
Plant and equipment........................................... 2,232.5
Investments in unconsolidated affiliates...................... 192.7
Intangible assets (patents, technology, non compete agreements
and goodwill)................................................ 248.1
Other assets.................................................. 292.4
Liabilities assumed........................................... (1,020.8)
---------
Total....................................................... $ 2,915.1
=========

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

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

Year Ended
December 31,
-------------
1999 1998
------ ------

Revenues..................................................... $3,868 $3,671
Net income................................................... 127 13

2000 Acquisition

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

Sale by ICI of Holdings Equity Interest

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

2.Summary of Significant Accounting Policies

Principles of Consolidation

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

F-29

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Use of Estimates

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

Cash Flow Information

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

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

HSCC Predecessor Company
Six Months ---------------------------
Year Ended Ended Six Months Year Ended
December 31, December 31, Ended June 30, December 31,
2000 1999 1999 1998
------------ ------------ -------------- ------------

Cash paid for interest.. $234.6 $62.7 $12.4 $33.0
Cash paid for income
taxes.................. 22.0 9.8 -- --

Securitization of Accounts Receivable

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

Inventories

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

Property, Plant and Equipment

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

Periodic maintenance and repairs applicable to major units of manufacturing
facilities are accounted for on the prepaid basis by capitalizing the costs of
the turnaround and amortizing

F-30

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

the costs over the estimated period until the next turnaround. Normal
maintenance and repairs of all other plant and equipment are charged to expense
as incurred. Renewals, betterments and major repairs that materially extend the
useful life of the assets are capitalized, and the assets replaced, if any, are
retired.

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

Investment in Unconsolidated Affiliates

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

Intangible Assets

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

Carrying Value of Long-term Assets

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

Financial Instruments

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

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

F-31

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

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

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

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

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

Income Taxes

The Company and its U.S. subsidiaries are organized as Limited Liability
Companies. These entities are treated similar to a partnership for U.S. income
tax purposes, and therefore

F-32

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

are not subject to U.S. federal tax on their income. Subsidiaries outside the
U.S. are generally taxed on the income generated in the local country.

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

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

Environmental Expenditures

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

Preferred Stock

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

Foreign Currency Translation

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

Revenue Recognition

The Company generates revenues through sales in the open market, raw
material conversion agreements and long-term supply contracts. The Company
recognizes revenue

F-33

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

when it is realized or realizable and earned, which is generally when the
product is shipped to the customer.

Research and Development

Research and development costs are expensed as incurred.

Earnings per Member Equity Unit

Earnings per member equity unit is not presented because it is not
considered meaningful information due to the Company's ownership by a single
shareholder.

Reclassifications

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

New Accounting Standards

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

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

F-34

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3.Inventories

Inventories consist of the following (in millions):

December 31, December 31,
2000 1999
------------ ------------

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

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

4.Property, Plant and Equipment

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

December 31, December 31,
2000 1999
------------ ------------

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

5.Investments in Unconsolidated Affiliates

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

December 31, December 31,
2000 1999
------------ ------------

Louisiana Pigment Company, L.P. (50%)............ $151.1 $158.7
Rubicon, Inc. (50%).............................. 4.5 4.3
Others........................................... 1.1 0.9
------ ------
Total.......................................... $156.7 $163.9
====== ======

F-35

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

December 31, December 31,
2000 1999
------------ ------------

Assets........................................... $660.1 $564.5
Liabilities...................................... 334.9 238.5
Revenues......................................... 763.4 537.7
Net income....................................... 0.4 0.4
The Company's equity in:
Net assets..................................... 156.7 163.0
Net income..................................... 0.1 0.2

6.Intangible Assets

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

December 31, December 31,
2000 1999
------------ ------------

Patents, trademarks, and technology.............. $323.4 $269.6
Debt issuance costs.............................. 78.0 76.9
Non-compete agreements........................... 50.1 46.3
Other agreements................................. 12.7 --
Goodwill......................................... 48.4 41.6
------ ------
Total.......................................... 512.6 434.4
Accumulated amortization......................... (77.9) (38.6)
------ ------
Net............................................ $434.7 $395.8
====== ======

7.Other Noncurrent Assets

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

December 31, December 31,
2000 1999
------------ ------------

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

F-36

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

8.Accrued Liabilities

Accrued liabilities consist of the following (in millions):

December 31, December 31,
2000 1999
------------ ------------

Raw materials and services....................... $261.8 $128.7
Interest......................................... 48.3 50.1
Taxes (income, property and VAT)................. 51.2 27.6
Payroll, severance and related costs............. 44.9 40.8
Volume and rebates............................... 46.8 24.1
Other miscellaneous accruals..................... 64.0 66.4
------ ------
Total.......................................... $517.0 $337.7
====== ======

9.Securitization of Accounts Receivable

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

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

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

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

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

Proceeds from initiation of the program............................. $ 175
Proceeds from collections reinvested................................ 19.1
Servicing fees received............................................. --
Cash flows received on interests retained........................... --

F-37

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

10. Long-term Debt

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

December 31, December 31,
2000 1999
------------ ------------

Senior Secured Credit Facilities:
Revolving loan facility........................ $ 32.3 $ 24.3
Term A dollar loan............................. 195.6 240.0
Term A euro loan (in U.S. dollar
equivalent)................................... 218.5 290.7
Term B loan.................................... 553.7 565.0
Term C loan.................................... 553.7 565.0
Senior Subordinated Notes........................ 785.3 800.9
Other long-term debt............................. 11.4 19.1
-------- --------
Subtotal....................................... 2,350.5 2,505.0
Less current portion............................. (7.5) (51.7)
-------- --------
Total........................................ $2,343.0 $2,453.3
======== ========

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

December 31, December 31,
2000 1999
------------ ------------

Revolving loan facility......................... $ 400.0 $ 400.0
Term A dollar loan.............................. 195.6 240.0
Term A euro loan (in U.S. dollar equivalent).... 218.5 290.7
Term B loan..................................... 553.7 565.0
Term C loan..................................... 553.7 565.0
-------- --------
Total......................................... $1,921.5 $2,060.7
======== ========

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

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

F-38

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

The Company issued $600 million and (Euro)200 million 10.125% Senior
Subordinated Notes (the "Notes"). Interest on the Notes is payable semi-
annually and the Notes mature on July 1, 2009. The Notes are fully and
unconditionally guaranteed on a joint and several basis by the Guarantors. The
Notes may be redeemed, in whole or in part, at any time by the Company on or
after July 1, 2004, at percentages ranging from 105% to 100% at July 1, 2007 of
their face amount, plus accrued and unpaid interest. The Notes contain
covenants relating to the incurrence of debt, limitations on distributions,
asset sales and affiliate transactions, among other things. The Notes also
contain a change in control provision requiring the Company to offer to
repurchase the Notes upon a change in control.

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

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

December 31,
2000
------------

2001.......................................................... $ 7.5
2002.......................................................... 115.0
2003.......................................................... 129.2
2004.......................................................... 138.6
2005.......................................................... 77.5
Later Years................................................... 1,882.7
--------
$2,350.5
========

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

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

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

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

F-39

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

HSCC Predecessor Company Debt

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

11. Income Taxes

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

HSCC Predecessor Company
-----------------------------
Year Ended Six Months Ended Six Months Ended Year Ended
December 31, December 31, June 30, December 31,
2000 1999 1999 1998
------------ ---------------- ---------------- ------------

U.S.:
Current................................................... $ 0.3 $ 0.4 $ -- $ --
Deferred.................................................. -- -- 13.1 5.8
Foreign:
Current................................................... 23.5 6.8 -- --
Deferred.................................................. 6.3 11.0 -- --
----- ----- ----- ----
Total................................................... $30.1 $18.2 $13.1 $5.8

F-40

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

Income taxes at U.S.
federal statutory
rate................... 64.3 $34.9 $12.1 $5.3
Income not subject to
U.S. federal income
tax.................... (14.7) (19.9) -- --
State income taxes...... 0.3 0.4 0.2 0.1
Foreign country
incentive tax
benefits............... (13.3) (7.2) -- --
Foreign country currency
exchange gain (loss)... (4.4) 6.1 -- --
Foreign income tax rate
in excess of federal
statutory rate......... 0.4 0.6 -- --
Other................... (2.5) 3.3 0.8 0.4
----- ----- ----- ----
Total provision income
taxes.................. 30.1 $18.2 $13.1 $5.8
===== ===== ===== ====
Effective income tax
rate.................... 16% 18% 38% 38%

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

December 31, December 31,
2000 1999
----------------- ------------------
Current Long-term Current Long-Term
------- --------- ------- ---------

Deferred income tax assets:
Net operating loss carryforwards.......... $ $ 81.6 $ $ 63.7
Tax basis of plant and equipment in excess
of
book basis............................... -- 36.9 36.5
Employee benefits......................... 1.0 8.3
Other accruals and reserves............... 17.0 27.6 --
Valuation allowance....................... (6.7) (40.7) (11.9) (39.0)
----- ------- ------ -------
Total...................................... 10.3 78.8 15.7 69.5
===== ======= ====== =======
Deferred income tax liabilities:
Book basis of plant and equipment in
excess of
tax basis................................ (354.9) (379.7)
Employee benefits......................... (56.0) (55.2)
Other accruals and reserves............... (9.4) (2.8)
----- ------- ------ -------
Total...................................... (9.4) (410.9) (2.8) (434.9)
----- ------- ------ -------
Net deferred tax asset (liability)......... $ 0.9 $(332.1) $ 12.9 $(365.4)
===== ======= ====== =======

F-41

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

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

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

12. Employee Benefit Plans

Defined Benefit and Other Postretirement Benefit Plans

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

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

The HSCC Predecessor sponsored no employee benefit plans.

F-42

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

Defined Other Postretirement
Benefit Plans Benefit Plans
------------- --------------------

Change in benefit obligation
Benefit obligation as of January 1, 2000... $ 832.2 $ 8.8
Service cost.............................. 24.4 0.3
Interest cost............................. 45.9 0.6
Plan losses............................... 51.0 1.4
Foreign exchange impact................... (62.0) (0.1)
Benefits paid............................. (31.2) (0.3)
Other..................................... (3.0) (0.7)
-------- ------
Benefit obligation as of December 31,
2000...................................... $ 857.3 $ 10.0
======== ======
Change in plan assets
Market value of plan assets as of January
1, 2000................................... $1,095.1 $ --
Actual return on plan assets.............. (2.8) --
Company contributions..................... 19.4 --
Foreign exchange impact................... (82.8) --
Benefits paid............................. (30.7) --
Other..................................... 3.2 --
-------- ------
Market value of plan assets as of December
31, 2000.................................. $1,001.4 $ --
======== ======
Change in funded status
Prepaid (accrued) pension expense as of
January 1, 2000........................... $ 147.0 $ (9.7)
Net periodic pension (cost)/benefit....... 6.6 (0.9)
Employer contributions.................... 19.4 --
Foreign exchange impact................... (13.4) 0.1
Benefits paid............................. 0.5 0.4
Other items............................... 12.1 --
-------- ------
Prepaid (accrued) pension expense as of
December 31, 2000......................... $ 172.2 $(10.1)
======== ======
Components of net periodic benefit cost
Service cost............................... $ 26.2 $ 0.3
Employee contributions..................... (1.8) --
Interest cost.............................. 45.9 0.6
Return on plan assets...................... (74.6) --
Unrecognized gains......................... (2.3) --
-------- ------
Net periodic pension cost/(benefit)........ $ (6.6) $ 0.9
======== ======

F-43

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The following assumptions were used in the above calculations:

Defined Benefit Other Postretirement
Plans Benefit Plans
--------------- --------------------

Weighted-average assumptions as of
December 31, 2000
Discount rate.......................... 6.15% 7.30%
Expected return on plan assets......... 7.34% NA
Rate of compensation increase.......... 3.78% 4.25%

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

Defined Benefit Other Postretirement
Plans Benefit Plans
--------------- --------------------

Change in benefit obligation
Benefit obligation as of July 1, 1999... $ 813.7 $ 9.3
Service cost.......................... 13.7 0.3
Interest cost......................... 23.9 0.3
Employee contributions................ 0.9 --
Plan gains............................ (7.8) (0.9)
Foreign exchange impact............... 2.9 --
Benefits paid......................... (15.1) (0.2)
-------- -----
Benefit obligation as of December 31,
1999................................... $ 832.2 $ 8.8
======== =====
Change in plan assets
Market value of plan assets as of July
1, 1999................................ $ 956.0 $ --
Actual return on plan assets.......... 142.1 --
Company contributions................. 10.5 0.2
Employee contributions................ 1.0 --
Foreign exchange impact............... 0.6 --
Benefits paid......................... (15.1) (0.2)
-------- -----
Market value of plan assets as of
December 31, 1999...................... $1,095.1 $ --
======== =====
Change in funded status
Prepaid (accrued) pension expense as of
July 1, 1999........................... $ 142.2 $(9.3)
Net periodic pension cost............. (4.4) (0.6)
Employer contributions................ 9.6 --
Foreign exchange impact............... (1.4) --
Benefits paid......................... 1.0 0.2
-------- -----
Prepaid (accrued) pension expense as of
December 31, 1999...................... $ 147.0 $(9.7)
======== =====
Components of net periodic benefit cost
Service cost............................ $ 14.7 $ 0.3
Employee contributions.................. (1.0) --
Interest cost........................... 23.9 0.3
Return on plan assets................... (33.2) --
-------- -----
Net periodic pension cost............... $ 4.4 $ 0.6
======== =====

F-44

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The following assumptions were used in the above calculations:

Defined Benefit Other Postretirement
Plans Benefit Plans
--------------- --------------------

Weighted-average assumptions as of
December 31, 1999
Discount rate.......................... 6.17% 7.52%
Expected return on plan assets 7.35% NA
Rate of compensation increase.......... 3.90% 5.50%

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

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

Defined Contribution Plans

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

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

Equity Deferral Plan

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

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

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

F-45

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

13. Commitments and Contingencies

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

14. Environmental Matters

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

F-46

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

15. Related-party Transactions

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

HSCC Predecessor Company
-------------------------------
Six Months Six Months
Year Ended Ended Ended Year Ended
December 31, December 31, June 30, December 31,
2000 1999 1999 1998
---------------- ---------------- --------------- ---------------
Purchases Sales Purchases Sales Purchases Sales Purchases Sales
From To From To From To From To
--------- ------ --------- ------ --------- ----- --------- -----

Huntsman and Subs....... $194.9 $ 80.3 $ 42.6 $ 55.6 $32.1 $29.0 $103.3 $33.0
ICI and Subs............ 393.6 370.2 297.8 213.1 -- -- -- --
Unconsolidated
affiliates............. 580.7 14.0 216.1 0.8 -- -- -- --

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

December 31, 2000 December 31, 1999
-------------------- --------------------
Receivables Payables Receivables Payables
----------- -------- ----------- --------

Huntsman and Subs..................... $ 15.9 $ 44.8 $ 1.2 $ 10.3
ICI and Subs.......................... 111.3 7.6 333.9 243.5
Unconsolidated affiliates............. 25.2 109.4 93.0 8.6

HSCC Predecessor Company

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

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

Supply Agreements--Additionally, HSCC relies on an affiliate to supply
certain raw materials and to purchase a significant portion of the facility's
output pursuant to various

F-47

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

agreements. HSCC sold $33 million of product to an affiliate, and purchased $38
million of raw materials from an affiliate during the year ended December 31,
1998.

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

16. Lease Commitments and Rental Expense

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

Year Amount
---- ------

2001.................................. $14.3
2002.................................. 10.6
2003.................................. 8.7
2004.................................. 7.4
2005.................................. 5.3
Later years........................... 50.3

17. Industry Segment and Geographic Area information

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

The major products of each business group are as follows:

Segment Products
------------------- -------------------------------------------------

Specialty Chemicals MDI, TDI, TPU, polyols, aniline, PO, TBA and MTBE
Petrochemicals Ethylene, propylene, benzene, cyclohexane and
paraxylene
Tioxide TiO\\2\\

F-48

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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

HSCC Predecessor
Company
-----------------------
Six Months
Year Ended Ended Six Months Year Ended
December 31, December 31, Ended June December 31,
2000 1999 30, 1999 1998
------------ ------------ ---------- ------------
(In millions) (In millions)

By Segment
Net Sales:
Specialty Chemicals...................................................... $2,108.5 $ 964.7 $192.0 $338.7
Petrochemicals........................................................... 1,485.5 574.2 -- --
Tioxide.................................................................. 955.8 500.9 -- --
Sales between segments,
Petrochemical sales to
Speciality Chemicals.................................................... (101.9) (42.5) -- --
-------- -------- ------ ------
Total.................................................................. $4,447.9 $1,997.3 $192.0 $338.7
======== ======== ====== ======
Operating Income:
Specialty Chemicals...................................................... 210.2 134.6 52.6 54.3
Petrochemicals........................................................... 35.2 6.5 -- --
Tioxide.................................................................. 165.7 56.2 -- --
-------- -------- ------ ------
Total.................................................................. $ 411.1 $ 197.3 $ 52.6 $ 54.3
======== ======== ====== ======
EBITDA (1):
Specialty Chemicals...................................................... 332.6 194.5 68.2 85.6
Petrochemicals........................................................... 82.1 30.6 -- --
Tioxide.................................................................. 207.5 83.9 -- --
-------- -------- ------ ------
Total.................................................................. $ 622.2 $ 309.0 $ 68.2 $ 85.6
======== ======== ====== ======
Depreciation & Amortization:
Specialty Chemicals...................................................... 123.5 56.1 15.5 30.5
Petrochemicals........................................................... 46.2 23.3 -- --
Tioxide.................................................................. 46.5 25.8 -- --
-------- -------- ------ ------
Total.................................................................. $ 216.2 $ 105.2 $ 15.5 $ 30.5
======== ======== ====== ======
Capital Expenditures:
Specialty Chemicals...................................................... 83.5 76.2 4.0 10.4
Petrochemicals........................................................... 33.4 16.7 -- --
Tioxide.................................................................. 87.6 38.9 -- --
-------- -------- ------ ------
Total.................................................................. $ 204.5 $ 131.8 $ 4.0 $ 10.4
======== ======== ====== ======
Total Assets:
Specialty Chemicals...................................................... 2,756.3 2,520.5 577.9 577.6
Petrochemicals........................................................... 794.2 1,048.2 -- --
Tioxide.................................................................. 1,264.9 1,249.7 -- --
-------- -------- ------ ------
Total.................................................................. $4,815.4 $4,818.4 $577.9 $577.6
======== ======== ====== ======

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

F-49

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

By Geographic Area
Net Sales:
United States............................................................ $1,537.7 $ 709.8 $192.0 $338.7
United Kingdom........................................................... 1,809.7 756.2 -- --
Netherlands.............................................................. 802.4 379.7 -- --
Other countries.......................................................... 1,116.4 528.0 -- --
Adjustments and
eliminations............................................................ (818.3) (376.4) -- --
-------- -------- ------ ------
Total.................................................................. $4,447.9 $1,997.3 $192.0 $338.7
======== ======== ====== ======
Long-lived Assets:
United States............................................................ $1,278.1 $1,116.6 $482.5 $494.4
United Kingdom........................................................... 946.0 1,002.5 -- --
Netherlands.............................................................. 345.4 365.9 -- --
Other countries.......................................................... 534.6 508.7 -- --
Corporate................................................................ 81.4 92.6 -- --
-------- -------- ------ ------
Total.................................................................. $3,185.5 $3,086.3 $482.5 $494.4
======== ======== ====== ======

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

Three Months Three Months Three Months Three Months
Ended Ended Ended Ended Year Ended
March 31, June 30, September 30, December 31, December 31,
2000 2000 2000 2000 2000
------------ ------------ ------------- ------------ ------------

Revenues................ $1,054.9 $1,154.7 $1,136.9 $1,101.4 $4,447.9
Gross profit............ 181.3 205.8 195.4 160.0 742.5
Operating income........ 95.4 129.8 107.2 78.7 411.1
Net income.............. 36.3 64.0 41.0 9.4 150.7

HSCC Predecessor Company
------------------------------------
Three Months Three Months Six Months Three Months Three Months Six Months
Ended Ended Ended Ended Ended Ended
March 31, June 30, June 30, September 30, December 31, December 31,
1999 1999 1999 1999 1999 1999
------------ ------------ ---------- ------------- ------------ ------------

Revenues................ $83.4 $108.6 $192.0 $958.9 $1,038.4 $1,997.3
Gross profit............ 21.6 36.2 57.9 198.2 197.1 395.3
Operating income........ 18.9 33.7 52.6 113.9 83.4 197.3
Net income.............. 5.9 15.5 21.4 53.3 27.3 80.6

F-50

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

19. Subsequent Events

On March 31, 2001, the Company closed a definitive purchase agreement with
an affiliate of Rhodia S.A. for the acquisition of the European surfactants
business of Albright & Wilson, a subsidiary of Rhodia, for approximately $200
million.

On March 13, 2001 and May 1, 2001, the Company completed offerings of
(Euro)200 million notes and (Euro)50 million notes, respectively (the "Euro
Notes") resulting in net proceeds of approximately (Euro)255 million, including
(Euro)5 million of interest accrued from January 1, 2001 paid by the
purchasers. The Euro Notes are due July 1, 2009 and bear interest at a stated
rate of 10.125% with semi-annual interest payments due January 1 and July 1.
The Euro Notes are subordinate to the Senior Secured Credit Facilities.

In July 2001, Huntsman Corporation, HSCC and Holdings entered into letter
agreements with Bain Capital, L.L.C. ("Bain") and Blackstone Capital Partners
III Merchant Banking Fund, L.P. ("Blackstone") relating to a proposed
investment by Bain and Blackstone. Those letter agreements have expired. There
can be no assurance that any new proposal will be made or, if so, that any
transaction would be pursued or consummated. In addition, there can be no
assurance as to the terms of any such transaction.

As of September 30, 2001, the Company was not in compliance with one of the
financial covenants contained in its senior secured credit facilities (the
"Credit Facilities). As a result, the Company currently cannot borrow
additional amounts under, or otherwise have access to, the Credit Facilities.
Management is pursuing waivers under and amendments to the Credit Facilities
which, among other things, would modify the financial covenants. There can be
no assurance whether such waivers and amendments will be obtained. Unless and
until such amendments and waivers are obtained, or the lenders' rights are
stayed, the lenders could pursue certain remedies under the Credit Facilities,
including (i) accelerating the debt due under the Credit Facilities, (ii)
foreclosing on the pledge of the Company's equity, and (iii) requiring Holdings
to fulfill its obligations under its guarantee. As a result, the Company has
reclassified the outstanding borrowings under the Credit Facilities to current
portion of long-term debt as of September 30, 2001.

Because of the restrictions contained in the indentures governing the
outstanding high-yield notes of Holdings and the senior subordinated notes of
the Company, the Company is presently unable to make any "restricted payments,"
including (i) any dividends, distributions or other payments to holders of its
equity interests or (ii) payments to purchase, redeem or otherwise acquire or
retire for value any if its equity interests, subject to certain exceptions
contained in such indentures.

F-51

HUNTSMAN INTERNATIONAL LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

20. Consolidating Condensed Financial Statements

The following are consolidating condensed financial statements which
present, in separate columns: Huntsman International carrying its investment in
subsidiaries under the equity method; the Guarantors on a combined, or where
appropriate, consolidated basis, carrying its investment in the Non-Guarantors
under the equity method; and the Non-Guarantors on a consolidated basis.
Additional columns present eliminating adjustments and consolidated totals as
of December 31, 2000 and December 31, 1999 and for the year ended December 31,
2000 and the six months ended December 31, 1999. There are no restrictions
limiting transfers of cash from guarantor and non-guarantor subsidiaries to
Huntsman International. The Combined Guarantors are wholly owned subsidiaries
of Huntsman International and have fully and unconditionally guaranteed the
senior subordinated notes on a joint and several basis. The Company has not
presented separate financial statements and other disclosures concerning the
Combined Guarantors because management has determined that such information is
not material to investors.

F-52

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING BALANCE SHEETS

December 31, 2000
(Millions of Dollars)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

ASSETS
Current assets:
Cash and cash
equivalents........... $ 5.7 $ -- $ 60.4 $ -- $ 66.1
Accounts and notes
receivables, net...... 71.8 66.2 509.1 (93.2) 553.9
Inventories............ 61.9 63.3 371.2 -- 496.4
Prepaid expenses....... 7.2 0.7 7.3 -- 15.2
Deferred income taxes.. -- -- 0.9 -- 0.9
Other current assets... 30.6 88.0 80.1 (129.1) 69.6
-------- -------- -------- --------- --------
Total current assets.. 177.2 218.2 1,029.0 (222.3) 1,202.1
Property, plant and
equipment, net......... 592.3 358.2 1,753.4 -- 2,703.9
Investment in
unconsolidated
affiliates............. 2,631.2 842.1 1.2 (3,317.8) 156.7
Intangible assets, net.. 387.8 10.3 36.6 -- 434.7
Other noncurrent
assets................. 28.0 1,243.8 276.4 (1,230.2) 318.0
-------- -------- -------- --------- --------
Total assets.......... $3,816.5 $2,672.6 $3,096.6 $(4,770.3) $4,815.4
======== ======== ======== ========= ========
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable....... 104.1 $ 95.3 $ 207.1 $ (93.2) $ 313.3
Accrued liabilities.... 85.3 19.2 446.8 (34.3) 517.0
Current portion of
long-term debt........ 0.2 -- 7.3 -- 7.5
Other current
liabilities........... 73.4 30.0 23.8 (94.8) 32.4
-------- -------- -------- --------- --------
Total current
liabilities.......... 263.0 144.5 685.0 (222.3) 870.2
Long-term debt.......... 2,368.1 -- 1,205.1 (1,230.2) 2,343.0
Deferred income taxes... -- -- 332.1 -- 332.1
Other noncurrent
liabilities............ 56.7 4.0 71.1 -- 131.8
-------- -------- -------- --------- --------
Total liabilities..... 2,687.8 148.5 2,293.3 (1,452.5) 3,677.1
-------- -------- -------- --------- --------
Minority interests...... -- -- 9.6 -- 9.6
-------- -------- -------- --------- --------
Equity:
Members' equity, 1,000
units................. 1,026.1 -- -- -- 1,026.1
Subsidiary equity...... -- 2,331.4 726.6 (3,058.0) --
Retained earnings
(deficit)............. 223.3 361.7 123.9 (485.6) 223.3
Accumulated other
comprehensive
loss.................. (120.7) (169.0) (56.8) 225.8 (120.7)
-------- -------- -------- --------- --------
Total equity.......... 1,128.7 2,524.1 793.7 (3,317.8) 1,128.7
-------- -------- -------- --------- --------
Total liabilities and
equity................. $3,816.5 $2,672.6 $3,096.6 $(4,770.3) $4,815.4
======== ======== ======== ========= ========

F-53

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING BALANCE SHEETS

December 31, 1999
(Millions of Dollars)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

ASSETS
Current assets:
Cash and cash
equivalents........... $ 9.0 $ 0.2 $ 129.7 $ -- $ 138.9
Accounts and notes
receivables, net...... 189.9 33.0 406.5 -- 629.4
Inventories............ 47.6 16.5 317.2 -- 381.3
Prepaid expenses....... 8.3 0.1 9.8 -- 18.2
Deferred income taxes.. -- -- 12.9 -- 12.9
Other current assets... 4.7 5.0 38.5 -- 48.2
-------- -------- -------- --------- --------
Total current assets.. 259.5 54.8 914.6 -- 1,228.9
Property, plant and
equipment, net......... 853.6 0.3 1,827.3 -- 2,681.2
Investment in
unconsolidated
affiliates............. 2,214.2 720.0 0.9 (2,771.2) 163.9
Intangible assets, net.. 370.2 (1.3) 26.9 -- 395.8
Other noncurrent
assets................. 132.2 1,471.9 236.1 (1,491.6) 348.6
-------- -------- -------- --------- --------
Total assets.......... $3,829.7 $2,245.7 $3,005.8 $(4,262.8) $4,818.4
======== ======== ======== ========= ========
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable....... $ 86.0 $ 11.6 $ 241.1 $ -- $ 338.7
Accrued liabilities.... 103.5 7.2 227.0 -- 337.7
Current portion of
long-term debt........ 36.3 -- 15.4 -- 51.7
Other current
liabilities........... -- 12.5 31.6 -- 44.1
-------- -------- -------- --------- --------
Total current
liabilities.......... 225.8 31.3 515.1 -- 772.2
Long-term debt.......... 2,451.4 -- 1,493.5 (1,491.6) 2,453.3
Deferred income taxes... -- -- 365.4 -- 365.4
Other noncurrent
liabilities............ 48.5 4.4 62.6 -- 115.5
-------- -------- -------- --------- --------
Total liabilities..... 2,725.7 35.7 2,436.6 (1,491.6) 3,706.4
-------- -------- -------- --------- --------
Minority interests...... -- -- 8.0 -- 8.0
Equity:
Members' equity, 1,000
units................. 1,026.1 -- -- -- 1,026.1
Subsidiary equity...... -- 2,126.8 553.6 (2,680.4) --
Retained earnings...... 80.6 98.7 21.9 (120.6) 80.6
Accumulated other
comprehensive loss.... (2.7) (15.5) (14.3) 29.8 (2.7)
-------- -------- -------- --------- --------
Total equity.......... 1,104.0 2,210.0 561.2 (2,771.2) 1,104.0
-------- -------- -------- --------- --------
Total liabilities and
equity................. $3,829.7 $2,245.7 $3,005.8 $(4,262.8) $4,818.4
======== ======== ======== ========= ========

F-54

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Year Ended December 31, 2000
(Millions of Dollars)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

Revenues:
Trade sales and
services.............. $ 975.9 $ 287.3 $2,677.6 $ -- $3,940.8
Related party sales.... 173.8 57.8 494.4 (261.5) 464.5
Tolling fees........... 31.0 11.6 -- -- 42.6
-------- ------- -------- ------- --------
Total revenue......... 1,180.7 356.7 3,172.0 (261.5) 4,447.9
Cost of goods sold...... 915.5 313.6 2,737.8 (261.5) 3,705.4
-------- ------- -------- ------- --------
Gross profit............ 265.2 43.1 434.2 -- 742.5
Expenses:
Selling, general and
administrative......... 101.4 10.0 160.7 -- 272.1
Research and
development............ 43.0 1.2 15.1 -- 59.3
-------- ------- -------- ------- --------
Total expenses........ 144.4 11.2 175.8 -- 331.4
-------- ------- -------- ------- --------
Operating income........ 120.8 31.9 258.4 -- 411.1
Interest expense........ 233.7 0.5 123.8 (130.7) 227.3
Interest Income......... 2.3 127.9 5.4 (130.7) 4.9
Loss on sale of accounts
receivable............. 0.5 0.5 0.9 -- 1.9
Equity in earnings
(losses) of
unconsolidated
affiliates............. 260.9 104.3 (0.1) (365.0) 0.1
Other income (expense).. 0.2 -- (3.5) -- (3.3)
-------- ------- -------- ------- --------
Income before income
taxes.................. 150.0 263.1 135.5 (365.0) 183.6
Income tax expense
(benefit).............. (0.7) 0.1 30.7 -- 30.1
Minority interests in
subsidiaries........... -- -- 2.8 -- 2.8
-------- ------- -------- ------- --------
Net income.............. 150.7 263.0 102.0 (365.0) 150.7
Other comprehensive
loss--foreign currency
translation
adjustments............ (118.0) (153.5) (42.5) 196.0 (118.0)
-------- ------- -------- ------- --------
Comprehensive income.... $ 32.7 $ 109.5 $ 59.5 $(169.0) $ 32.7
======== ======= ======== ======= ========

F-55

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Six Months Ended December 31, 1999
(Millions of Dollars)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

Revenues:
Trade sales and
services.............. $491.5 $103.2 $1,109.8 $ -- $1,704.5
Related party sales.... 77.9 13.9 284.4 (106.7) 269.5
Tolling fees........... 23.3 -- -- -- 23.3
------ ------ -------- ------- --------
Total revenue......... 592.7 117.1 1,394.2 (106.7) 1,997.3
Cost of goods sold...... 440.9 98.8 1,169.0 (106.7) 1,602.0
------ ------ -------- ------- --------
Gross profit............ 151.8 18.3 225.2 -- 395.3
Expenses:
Selling, general and
administrative........ 40.8 5.2 108.3 -- 154.3
Research and
development........... 25.3 -- 18.4 -- 43.7
------ ------ -------- ------- --------
Total expenses........ 66.1 5.2 126.7 198.0
------ ------ -------- ------- --------
Operating income........ 85.7 13.1 98.5 -- 197.3
Interest expense........ 107.5 3.3 63.0 (67.6) 106.2
Interest income......... 0.6 66.7 2.5 (67.6) 2.2
Equity in earnings of
unconsolidated
affiliates 98.7 21.9 -- (120.6)
Other income............ 3.1 0.3 3.1 -- 6.5
------ ------ -------- ------- --------
Income before income
taxes.................. 80.6 98.7 41.1 (120.6) 99.8
Income tax expense...... -- -- 18.2 -- 18.2
Minority interests in
subsidiaries........... -- -- 1.0 -- 1.0
------ ------ -------- ------- --------
Net income.............. 80.6 98.7 21.9 (120.6) 80.6
Other comprehensive
loss--foreign currency
translation
adjustments............ (2.7) (15.5) (14.3) 29.8 (2.7)
------ ------ -------- ------- --------
Comprehensive income.... $ 77.9 $ 83.2 $ 7.6 $ (90.8) $ 77.9
====== ====== ======== ======= ========

F-56

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW

Year Ended December 31, 2000
(Millions of Dollars)

Parent Only Consolidated
Huntsman Huntsman
International Guarantors Non-Guarantors Eliminations International
------------- ---------- -------------- ------------ -------------

Net cash provided by
operating activities... $ 47.1 $ 176.6 $ 187.8 $ -- $ 411.5
------- ------- ------- ------- -------
Investing activities:
Acquisition of other
businesses............. (135.6) (14.0) (149.6)
Cash received from
unconsolidated
affiliates............. -- 7.5 7.5
Advances to
unconsolidated
affiliates............. (9.0) (9.0)
Capital expenditures.... (45.2) (2.2) (157.1) (204.5)
------- ------- ------- ------- -------
Net cash provided by
(used in) investing
activities............. (189.8) 5.3 (171.1) (355.6)
------- ------- ------- ------- -------
Financing Activities:
Borrowings under senior
credit facilities...... 8.0 -- -- 8.0
Repayment of long-term
debt................... (122.8) -- (8.2) (131.0)
Cash contributions by
parent................. -- 291.9 367.0 (658.9)
Cash distributions from
subsidiaries........... 691.0 -- -- (691.0) --
Cash distributions to
parent................. (8.0) (496.9) (194.1) 691.0 (8.0)
Cash distributions to
subsidiaries........... (591.8) (67.1) -- 658.9 --
Intercompany advances--
net of repayments...... 150.1 106.7 (256.8) -- --
------- ------- ------- ------- -------
Net cash provided by
(used in) financing
activities............. 126.5 (165.4) (92.1) -- (131.0)
------- ------- ------- ------- -------
Effect of exchange rate
changes on cash........ 12.9 (16.7) 6.1 -- 2.3
------- ------- ------- ------- -------
Increase in cash and
cash equivalents....... (3.3) (0.2) (69.3) -- (72.8)
Cash and cash
equivalents at
beginning of period.... 9.0 0.2 129.7 -- 138.9
------- ------- ------- ------- -------
Cash and cash
equivalents at end of
period.................. $ 5.7 $ -- $ 60.4 $ -- $ 66.1
======= ======= ======= ======= =======

F-57

HUNTSMAN INTERNATIONAL LLC

CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOW

Six Months Ended December 31, 1999
(Millions of Dollars)

Parent Only Consolidated
Huntsman Non- Huntsman
International Guarantors Guarantors Eliminations International
------------- ---------- ---------- ------------ -------------

Net cash provided by
operating activities... $ 103.7 $ 35.1 $ 116.7 $ -- $ 255.5
-------- -------- -------- -------- --------
Investing activities:
Purchase of businesses
from ICI, net of cash
acquired............... (679.9) (116.6) (1,448.3) -- (2,244.8)
Purchase of business
from BP Chemicals,
Limited................ -- -- (116.6) -- (116.6)
Cash received from
unconsolidated
affiliates............. -- 2.5 -- -- 2.5
Investment in
unconsolidated
affiliates............. -- -- (1.7) -- (1.7)
Advances to
unconsolidated
affiliates............. (26.5) -- -- -- (26.5)
Capital expenditures.... (55.5) (0.3) (76.0) -- (131.8)
-------- -------- -------- -------- --------
Net cash used in
investing activities... (761.9) (114.4) (1,642.6) -- (2,518.9)
-------- -------- -------- -------- --------
Financing activities:
Borrowings under senior
credit facilities...... 1,692.5 -- -- -- 1,692.5
Issuance of senior
subordinated notes..... 806.3 -- -- -- 806.3
Proceeds from other
long-term debt......... -- -- 1.0 -- 1.0
Debt issuance costs..... (75.7) -- -- -- (75.7)
Cash contributions by
parent................. 598.0 1,710.0 147.3 (1,857.3) 598.0
Cash distributions to
Holdings............... (620.0) -- -- -- (620.0)
Cash distributions to
subsidiaries........... (1,710.0) (147.3) -- 1,857.3 --
Intercompany advances--
net of repayments...... (22.1) (1,478.1) 1,500.2 -- --
-------- -------- -------- -------- --------
Net cash provided by
financing activities... 669.0 84.6 1,648.5 -- 2,402.1
-------- -------- -------- -------- --------
Effect of exchange rate
changes on cash........ (1.8) (5.1) 7.1 -- 0.2
-------- -------- -------- -------- --------
Increase in cash and
cash equivalents....... 9.0 0.2 129.7 -- 138.9
Cash and cash
equivalents at
beginning of period.... -- -- -- -- --
-------- -------- -------- -------- --------
Cash and cash
equivalents at end of
period................. $ 9.0 $ 0.2 $ 129.7 $ -- $ 138.9
======== ======== ======== ======== ========
Non-cash financing and
investing activities:
Non-cash capital
contribution by
parent................ $1,048.1 $ 436.1 $ 388.8 $ (824.9) $1,048.1
Non-cash contributions
to subsidiaries....... (436.1) (388.8) -- 824.9 --

F-58

INDEPENDENT AUDITORS REPORT

The Board of Directors
Imperial Chemical Industries PLC

We have audited the accompanying combined balance sheets representing an
aggregation of financial information from the individual companies and
operations of the businesses of Imperial Chemical Industries PLC ("ICI")
relating to polyurethane chemicals, titanium dioxide and selected
petrochemicals ("the Businesses") as at 31 December 1997 and 1998 and their
related combined profit and loss accounts, cash flow statements and statements
of total recognised gains and losses for each of the years in the three year
period ended 31 December 1998. These combined financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these combined financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of the Businesses as
of 31 December 1997 and 1998, and the results of their operations and their
cash flows for each of the years in the three year period ended 31 December
1998, in conformity with generally accepted accounting principles in the United
Kingdom.

Generally accepted accounting principles in the United Kingdom vary in
certain significant respects from generally accepted accounting principles in
the United States. Application of generally accepted accounting principles in
the United States would have affected results of operations for each of the
years in the three year period ended 31 December 1998 and net investment as of
31 December 1997 and 1998, to the extent summarised in Note 30 of the combined
financial statements.

KPMG Audit Plc
Chartered Accountants
London, England
2 June 1999

F-59

COMBINED PROFIT AND LOSS ACCOUNTS

Years ended 31 December
-----------------------------
Notes 1996 1997 1998
----- --------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Turnover.................................. 3 2,534 2,337 2,011
Operating costs........................... 5 (2,368) (2,288) (1,888)
Other operating income.................... 5 6 5 8
------ ------ ------
Trading profit before operating
exceptional items........................ 3,5 172 54 131
Operating exceptional items............... 4 (11) (56) (10)
------ ------ ------
Trading profit/(loss) after operating
exceptional items........................ 5 161 (2) 121
Income from fixed asset investment--
dividends................................ 2 1 1
Exceptional items--profit/(loss) on sale
or closure of operations................. 4 -- 23 (4)
------ ------ ------
Profit on ordinary activities before
interest................................. 163 22 118
Net interest payable...................... 8 (78) (69) (71)
------ ------ ------
Profit/(loss) on ordinary activities
before taxation.......................... 85 (47) 47
Taxation on profit/(loss) on ordinary
activities............................... 9 (29) (15) 12
------ ------ ------
Profit/(loss) on ordinary activities after
taxation................................. 56 (62) 59
Attributable to minorities................ (3) (1) (1)
------ ------ ------
Net profit/(loss) for the financial
year..................................... 53 (63) 58
====== ====== ======

COMBINED STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Net profit/(loss) for the financial year........ 53 (63) 58
Currency translation differences on foreign
currency net investments....................... (88) (51) --
Other movements................................. -- (2) 7
--- ---- ---
(88) (53) 7
--- ---- ---
Total recognised gains/(losses) relating to the
year........................................... (35) (116) 65
=== ==== ===

The accompanying notes form an
integral part of these combined financial statements.

F-60

COMBINED BALANCE SHEETS

At 31 December
-------------------
Notes 1997 1998
----- --------- ---------
(Pounds)m (Pounds)m

Fixed assets
Tangible assets...................................... 10 958 1,041
Investments--Participating and other interests....... 11 7 6
----- ------
965 1,047
Current assets
Stocks............................................... 12 236 250
Debtors.............................................. 13 340 296
Investments and short-term deposits--unlisted........ 2 2
Cash at bank......................................... 24 53 51
----- ------
631 599
----- ------
Total assets......................................... 1,596 1,646
----- ------
Creditors due within one year
Short-term borrowings................................ 14 (20) (12)
Current instalments of loans......................... 16 (9) (4)
Financing due to ICI................................. 16 -- (866)
Other creditors...................................... 15 (408) (345)
----- ------
(437) (1,227)
----- ------
Net current assets/(liabilities)..................... 194 (628)
----- ------
Total assets less current liabilities................ 1,159 419
----- ------
Creditors due after more than one year
Loans................................................ 16 (10) (8)
Financing due to ICI................................. 16 (866) --
Other creditors...................................... 15 (7) (9)
----- ------
(883) (17)
Provisions for liabilities and charges............... 17 (77) (72)
Deferred income...................................... (11) (11)
----- ------
(971) (100)
----- ------
Net assets........................................... 188 319
===== ======
Net investment....................................... 184 316
Minority interests--equity........................... 4 3
----- ------
188 319
===== ======

The accompanying notes form an
integral part of these combined financial statements.

F-61

COMBINED CASH FLOW STATEMENTS

Years ended 31 December
-----------------------------
Notes 1996 1997 1998
----- --------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Net cash inflow from operating
activities............................... 18 292 111 200
Returns on investments and servicing of
finance.................................. 19 (13) (12) (12)
Taxation.................................. (41) (22) (56)
---- ---- ----
238 77 132
Capital expenditure and financial
investment............................... 20 (187) (169) (130)
Disposals................................. 21 -- 31 --
---- ---- ----
Cashflow before financing................. 51 (61) 2
Net movement in financing................. 22 (57) 67 (4)
---- ---- ----
Increase/(decrease) in cash............... 24 (6) 6 (2)
==== ==== ====

RECONCILIATION OF MOVEMENTS IN COMBINED NET INVESTMENT

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Net profit/(loss) for the financial year......... 53 (63) 58
Distributions and transfers (to)/from ICI, net of
tax............................................. (3) 10 21
--- --- ---
Profit/(loss) retained for year.................. 50 (53) 79
Other recognised gains/(losses) related to the
year--exchange differences on translation of
opening investment and other non cash
movements....................................... (42) 2 53
--- --- ---
Increase/(decrease) in net investment............ 8 (51) 132
Combined net investment at beginning of year..... 227 235 184
--- --- ---
Combined net investment at end of year........... 235 184 316
=== === ===

The net assets above have been reduced as of 31 December, in each year by a
cumulative amount of goodwill written off of (Pounds)35m.

There are no significant statutory or contractual restrictions on the
distribution of current year income of subsidiary undertakings. Undistributed
profits are, in the main, employed in the businesses of these companies. The
undistributed income of the Businesses overseas may be liable to overseas taxes
and/or United Kingdom taxation (after allowing for double taxation relief) if
they were to be distributed as dividends.

The cumulative exchange gains and losses on the translation of foreign
currency financial statements into pounds sterling are taken into account in
the above reconciliation of movements in combined net investment.

The accompanying notes form an
integral part of these combined financial statements.

F-62

NOTES TO THE COMBINED FINANCIAL STATEMENTS

1 Basis of preparation

The accompanying Combined Financial Statements for the three years ended
31 December 1998 have been prepared in connection with the disposal of ICI's
Tioxide, Polyurethanes and selected petrochemicals businesses (the
"Businesses") in order to show the financial position, results of operations,
total recognised gains and losses and cash flows of the Businesses. They have
been prepared on a carve-out basis by aggregating the historical financial
information of the Businesses as if they had formed a discrete operation under
common management for the entire three year period. The Businesses are not
separate legal entities and have not been separately financed. Distributions
and transfers out of retained income made by the Businesses have been treated
as reductions in net investment (i.e. as if they were dividends).

Management overheads

Certain management overheads and other similar costs amounting to
(Pounds)13m in 1996, (Pounds)23 million in 1997 and (Pounds)15 million in 1998
have been attributed to the Businesses. Allocations were based on a combination
of the sales of the Businesses as a percentage of ICI's sales and the net
assets of the Businesses as a percentage of ICI's net assets. In all cases
management believes the method used was reasonable, as to reflect in all
material respects, the expenses that would have been incurred if the Businesses
had been a separate, independent entity and had otherwise managed its
functions. The allocated costs are included in operating costs in the Combined
Profit and Loss Accounts and have been treated as non-cash movements through
net investment.

Indebtedness and interest

The Combined Financial Statements include interest on the indebtedness
between ICI and the Businesses of (Pounds)866 million as if such indebtedness
had been in place for all periods presented. This debt has been determined by
management to be an appropriate amount to include in the Combined Financial
Statements because it is the amount of long-term debt that is expected to be
outstanding on the date the transaction is completed. The charge for interest
on such indebtedness is based on the weighted average interest rates of
selected, representative long-term borrowings of ICI in each year. The interest
charge was (Pounds)73 million in 1996, (Pounds)66 million in 1997 and
(Pounds)69 million in 1998, reflecting interest rates of 8.5% in 1996, 7.6% in
1997 and 8.0% in 1998. For cash flow purposes, interest on such indebtedness
and associated tax relief to the extent that it exceeds the actual interest
paid to ICI in the relevant period has been treated as a non-cash movement
through net investment.

Taxation

The tax charge attributable to the Businesses is based on the charge
recorded by individual legal entities and an appropriate allocation of the tax
charge incurred by ICI where activities of both the Businesses and ICI were
carried out within a single legal entity. There are no material differences
between the tax charge allocated and that which would have arisen on a stand
alone basis. Only actual tax payments by individual legal entities of the
Businesses have been included in the Combined Cash Flow Statements; payments by
ICI legal entities in respect of tax attributable to activities of the
Businesses have been treated as non-cash movements through net investment.

F-63

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

2 Principal accounting policies

These Combined Financial Statements have been prepared under the historical
cost convention and UK accounting standards applicable for those periods
presented. Accordingly, the provisions of Financial Reporting Standard (FRS) 12
and FRS 14 and all of the disclosure requirements of FRS 13 have not been
applied. Accounting policies conform with UK Generally Accepted Accounting
Principles (UK GAAP). The principal accounting policies which have been applied
are set out below.

Turnover

Turnover excludes intra-Business turnover and value added taxes. Revenue is
recognised at the point at which title passes.

Depreciation

The book value of each tangible fixed asset is written off to its residual
value evenly over its estimated remaining life. Reviews are made annually of
the estimated remaining lives of individual productive assets, taking account
of commercial and technological obsolescence as well as normal wear and tear.
Under this policy it becomes impracticable to calculate average asset lives
exactly; however, the total lives approximate to 28 years for buildings and 20
years for plant and equipment. Depreciation of assets qualifying for grants is
calculated on their full cost.

Pension costs

The pension costs relating to UK retirement plans are assessed in accordance
with the advice of independent qualified actuaries. The amounts so determined
include the regular cost of providing the benefits under the plans which should
be a level percentage of current and expected future earnings of the employees
covered under the plans. Variations from the regular pension cost are spread on
a systematic basis over the estimated average remaining service lives of
current employees in the plans. With minor exceptions, non-UK subsidiaries
recognise the expected cost of providing pensions on a systematic basis over
the average remaining service lives of employees in accordance with the advice
of independent qualified actuaries.

Research and development

Research and development expenditure is charged to profit in the year in
which it is incurred.

Government grants

Grants related to expenditure on tangible fixed assets are credited to
profit over a period approximating to the lives of qualifying assets. The
grants shown in the balance sheets consist of the total grants receivable to
date less the amounts so far credited to profit.

Foreign currencies

Profit and loss accounts in foreign currencies are translated into sterling
at average rates for the relevant accounting periods. Assets and liabilities
are translated at exchange rates

F-64

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

ruling at the date of the Businesses' balance sheet. Exchange differences on
short-term foreign currency borrowings and deposits are included with net
interest payable. Exchange differences on all other transactions, except
relevant foreign currency loans, are taken to trading profit. In the
Businesses' accounts, exchange differences arising on consolidation of the net
investments in overseas subsidiary undertakings and associated undertakings are
taken to net investment in the balance sheet. Differences on relevant foreign
currency loans are taken to net investment and offset against the differences
on net investment in the balance sheet.

Stock valuation

Finished goods are stated at the lower of cost and net realisable value, raw
materials and other stocks at the lower of cost and replacement price; the
first in, first out or an average method of valuation is used. In determining
cost for stock valuation purposes, depreciation is included but selling
expenses and certain overhead expenses are excluded.

Environmental liabilities

The Businesses are exposed to environmental liabilities relating to past
operations, principally in respect of soil and groundwater remediation costs.
Provisions for these costs are made when expenditure on remedial work is
probable and the cost can be estimated within a reasonable range of possible
outcomes.

Associated undertakings and joint ventures

Associated undertakings and joint ventures are undertakings in which the
Businesses hold a long-term interest and over which they actually exercise
significant influence. Interests in joint arrangements that are not entities
are included proportionately in the accounts of the investing entity.

Taxation

The charge for taxation is based on the profit for the year and takes into
account taxation deferred because of timing differences between the treatment
of certain items, including post-retirement benefits, for taxation and for
accounting purposes. However, no provision is made for taxation deferred by
reliefs unless there is reasonable evidence that such deferred taxation will be
payable in the future.

Goodwill

On the acquisition of a business, fair values are attributed to the net
assets acquired. Goodwill arises where the fair value of the consideration
given for a business exceeds such net assets. For purchased goodwill arising on
acquisitions after 31 December 1997 goodwill is capitalised and amortised
through the profit and loss acount over a period of 20 years unless it is
considered that it has a materially different useful life. For goodwill arising
on acquisitions prior to 31 December 1997 purchased goodwill was charged
directly to net investment in the year of acquisition. On subsequent disposal
or termination of a previously acquired business, the profit or loss recognised
on disposal or termination is calculated after charging the amount of any
related goodwill previously taken to net investment.

F-65

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

Use of Estimates

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

Financial Instruments

The carrying values of the Businesses' cash and cash equivalents, debtors,
investments and short term deposits, short term borrowings, loans and financing
due to ICI approximate their fair values as of 31 December 1998, 1997 and 1996
due to their short-term maturity.

The petrochemicals business enters into various future contracts, including
future and swap contracts (primarily naptha) to hedge firm commitments for
purchases of commodity products used within the business. These contracts are
settled in cash and have been accounted for as hedges with gains and losses
deferred and recognized in operating costs along with the related commodity
purchases. At 31 December 1998 and 1997, the business had forward contracts for
847,180 and 805,000 metric tonnes respectively. The fair value of these
contracts at 31 December 1998 and 1997 were (Pounds)3 million.

3 Segmental information

The Businesses operate in three business segments, differentiated primarily
by the nature of the products manufactured in each. The major products of each
business group are as follows:

Business Products
-------------- -----------------------------------------------------------

Polyurethanes polyurethane chemicals and systems based on methyl diphenyl
di-isocyanate
Tioxide titanium dioxide pigments
Petrochemicals ethylene, propylene, benzene, cyclohexane, and paraxylene

F-66

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)
The accounting policies for the segments are the same as those appearing on
pages F-64 through F-66. The Businesses policy is to transfer products
internally at external market prices. Management overheads have been allocated
to each business segment on a consistent basis over the periods presented.

Years ended
31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Turnover
By business
Polyurethanes................................... 907 860 816
Tioxide......................................... 618 547 574
Petrochemicals.................................. 1,047 980 659
----- ----- -----
2,572 2,387 2,049
Inter-business--petrochemicals sales to
Polyurethanes.................................. (38) (50) (38)
----- ----- -----
2,534 2,337 2,011
===== ===== =====

Years ended
31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

By geographical location of operating units
United Kingdom.................................. 1,511 1,214 818
Netherlands..................................... 306 466 443
Rest of Continental Europe...................... 539 315 308
USA............................................. 481 494 509
Other Americas.................................. 101 97 83
Asia Pacific.................................... 224 184 143
Other countries................................. 42 37 42
----- ----- -----
3,204 2,807 2,346
Inter-area eliminations......................... (670) (470) (335)
----- ----- -----
2,534 2,337 2,011
===== ===== =====

Years ended
31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

By geographical location of customer
United Kingdom.................................. 900 760 560
Continental Europe.............................. 772 755 638
USA............................................. 377 386 408
Other Americas.................................. 118 117 118
Asia Pacific.................................... 266 236 204
Other countries................................. 101 83 83
----- ----- -----
2,534 2,337 2,011
===== ===== =====

F-67

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

Trading Profit/(loss)
profit/(loss) before interest
before and taxation after
exceptional items exceptional items
----------------------------- -----------------------------
Years ended Years ended
31 December 31 December
----------------------------- -----------------------------
1996 1997 1998 1996 1997 1998
--------- --------- --------- --------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m

By business
Polyurethanes........... 113 77 90 115 101 87
Tioxide................. -- (23) 68 (11) (54) 58
Petrochemicals.......... 59 -- (27) 59 (25) (27)
--- --- --- --- --- ---
172 54 131 163 22 118
=== === === === === ===

By geographical location
of operating units
United Kingdom.......... 85 36 13 80 13 11
Continental Europe...... 31 (19) 56 30 (22) 48
USA..................... 49 30 44 47 30 44
Other Americas.......... 9 5 6 7 4 5
Asia Pacific............ (8) (1) 7 (8) (6) 5
Other countries......... 6 3 5 7 3 5
--- --- --- --- --- ---
172 54 131 163 22 118
=== === === === === ===

At 31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Total assets less current liabilities
By business
Net operating assets
Polyurethanes.............................................. 480 523
Tioxide.................................................... 629 661
Petrochemicals............................................. 100 102
----- -----
1,209 1,286
Net non-operating liabilities............................... (50) (867)
----- -----
1,159 419
===== =====

F-68

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

At
31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Net operating assets
By geographical location of operating units
United Kingdom.............................................. 438 420
Continental Europe.......................................... 371 439
USA......................................................... 263 290
Other Americas.............................................. 15 19
Asia Pacific................................................ 105 100
Other countries............................................. 17 18
----- -----
1,209 1,286
Net non-operating liabilities............................... (50) (867)
----- -----
1,159 419
===== =====

Net operating assets comprise tangible fixed assets, stocks and total
operating debtors (note 13) less current operating creditors (note 15).

At
31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Tangible fixed assets
By geographical location of operating units
United Kingdom............................................. 288 307
Netherlands................................................ 135 148
Rest of Continental Europe................................. 197 226
USA........................................................ 216 242
Other Americas............................................. 6 5
Asia Pacific............................................... 102 98
Other countries............................................ 14 15
--- -----
958 1,041
=== =====

F-69

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

Years ended
31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Depreciation by business
Polyurethanes..................................... 30 27 25
Tioxide........................................... 54 51 43
Petrochemicals.................................... 9 35 8
--- --- ---
93 113 76
=== === ===

Years ended
31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Capital expenditure by business
Polyurethanes..................................... 140 103 69
Tioxide........................................... 46 40 50
Petrochemicals.................................... 7 28 16
--- --- ---
193 171 135
=== === ===

Years ended
31 December
-----------------
1996 1997 1998
----- ----- -----

Employees--average number of people employed
By business
Polyurethanes................................................. 2,139 2,225 2,172
Tioxide....................................................... 3,611 3,383 3,243
Petrochemicals................................................ 946 947 952
----- ----- -----
6,696 6,555 6,367
===== ===== =====

Years ended
31 December
-----------------
1996 1997 1998
----- ----- -----

By geographical location of operating units
United Kingdom................................................ 2,517 2,421 2,261
Continental Europe............................................ 2,515 2,595 2,614
USA........................................................... 545 436 444
Other Americas................................................ 76 153 161
Asia Pacific.................................................. 712 628 558
Other countries............................................... 331 322 329
----- ----- -----
6,696 6,555 6,367
===== ===== =====

F-70

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

4 Exceptional items before taxation

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Operating exceptional items
Tioxide:
Rationalisation of operations, including
severance (1996 (Pounds)4m; 1997 (Pounds)10m;
1998 (Pounds)7m).............................. (11) (14) (10)
Settlement of dispute with supplier............ -- (17) --
Petrochemicals:
Asset impairment............................... -- (25) --
=== === ===
(11) (56) (10)
--- --- ---
Credited/(charged) after trading profit
Profit/(loss) on sale or closure of operations:
Disposal of Polyurethanes business in
Australia..................................... -- 25 --
Other disposals................................ -- (2) (4)
--- --- ---
-- 23 (4)
--- --- ---
Exceptional items within profit on ordinary
activities before taxation...................... (11) (33) (14)
=== === ===

F-71

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

5 Trading profit

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Trading profit before exceptional items
Turnover......................................... 2,534 2,337 2,011
------ ------ ------
Operating costs
Cost of sales.................................. (1,989) (1,911) (1,535)
Distribution costs............................. (100) (128) (143)
Research and development....................... (51) (49) (39)
Administration and other expenses.............. (228) (200) (171)
------ ------ ------
(2,368) (2,288) (1,888)
Other operating income
Government grants.............................. 1 2 2
Royalty income................................. 1 -- 3
Other income................................... 4 3 3
------ ------ ------
6 5 8
------ ------ ------
Trading profit................................... 172 54 131
====== ====== ======
Operating costs include:
Depreciation................................... 93 88 76
------ ------ ------
Gross profit, as defined by UK Companies Act
1985.......................................... 545 426 476
------ ------ ------
Trading profit after exceptional items
Turnover......................................... 2,534 2,337 2,011
------ ------ ------
Operating costs
Cost of sales.................................. (1,996) (1,965) (1,544)
Distribution costs............................. (102) (128) (143)
Research and development....................... (51) (49) (39)
Administration and other expenses.............. (230) (202) (172)
------ ------ ------
(2,379) (2,344) (1,898)
Other operating income
Government grants.............................. 1 2 2
Royalty income................................. 1 -- 3
Other income................................... 4 3 3
------ ------ ------
6 5 8
------ ------ ------
Trading profit/(loss)............................ 161 (2) 121
====== ====== ======
Operating costs include:
Depreciation................................... 93 113 76
------ ------ ------
Gross profit, as defined by UK Companies Act
1985.......................................... 538 372 467
------ ------ ------

6 Note of historical cost profits and losses

There were no material differences between reported profits and losses on
ordinary activities before tax in 1996, 1997 and 1998.

F-72

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

7 Staff costs

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Staff costs:
Salaries...................................... 181 166 163
Social security costs......................... 28 24 27
Pension costs................................. 13 15 15
Other employment costs........................ 3 3 2
--- --- ---
225 208 207
Less amounts allocated to capital and to
provisions set up in previous years............ (2) (3) --
Severance costs charged in arriving at profit
before tax..................................... 5 10 8
--- --- ---
Employee costs charged in arriving at profit
before tax..................................... 228 215 215
=== === ===

8 Net interest payable

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Interest payable and similar charges
Interest on loans
External........................................ 3 3 1
Other ICI businesses............................ 73 66 69
--- --- ---
76 69 70
Interest on short-term borrowings................. 3 2 2
--- --- ---
79 71 72
Interest receivable and similar income
External........................................ (1) (2) (1)
--- --- ---
78 69 71
=== === ===

9 Taxation on profit on ordinary activities

Years ended 31 December
-----------------------------------------------------------------------------------------------------
1996 1997 1998
--------------------------------- --------------------------------- ---------------------------------
Before Before Before
exceptional Exceptional exceptional Exceptional exceptional Exceptional
items items Total items items Total items items Total
----------- ----------- --------- ----------- ----------- --------- ----------- ----------- ---------
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m

United Kingdom
taxation
Corporation
tax............ (11) (3) (14) 17 -- 17 (30) -- (30)
Deferred
taxation....... 4 -- 4 -- -- -- 2 -- 2
--- --- --- --- --- --- --- --- ---
(7) (3) (10) 17 -- 17 (28) -- (28)
--- --- --- --- --- --- --- --- ---
Overseas taxation
Overseas taxes.. 33 -- 33 31 (10) 21 24 (4) 20
Deferred
taxation....... 6 -- 6 (23) -- (23) (4) -- (4)
--- --- --- --- --- --- --- --- ---
39 -- 39 8 (10) (2) 20 (4) 16
--- --- --- --- --- --- --- --- ---
32 (3) 29 25 (10) 15 (8) (4) (12)
=== === === === === === === === ===

F-73

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

UK and overseas taxation has been provided on the profit/(loss) earned for
the periods covered by the accounts, UK corporation tax has been provided at
the rate of 31% (1997 31.5%; 1996 33%).

Profit (loss) on ordinary activities before taxation is analysed as follows:

Years ended 31
December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

United Kingdom.................................. 6 (54) (58)
Overseas........................................ 79 7 105
--- --- ---
85 (47) 47
=== === ===

The table below reconciles the tax charge at UK corporation tax rate to the
Businesses' tax on profit (loss) on ordinary activities.

Years ended 31
December
-----------------------------
(Pounds)m (Pounds)m (Pounds)m

Taxation charge at UK corporation tax rate (1996
33%; 1997 31.5%; 1998 31%)..................... 28 (15) 15
Movement on provisions........................ (1) -- (1)
Local taxes................................... 4 4 3
Capital gains not taxable or rolled-over...... (1) (10) --
Depreciation--tax versus book................. (3) 6 (3)
Overseas tax rates............................ 3 2 1
Current year losses not relieved.............. 11 19 --
Prior year losses utilised.................... -- (3) (13)
Other......................................... (12) 12 (14)
--- --- ---
Tax on profit/(loss) on ordinary activities..... 29 15 (12)
=== === ===

To the extent that dividends remitted from overseas subsidiaries and
associated undertakings are expected to result in additional taxes, appropriate
amounts have been provided. No taxes have been provided for unremitted earnings
of subsidiaries and associated undertakings when such amounts are considered
permanently re-invested.

F-74

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

Deferred taxation

Deferred taxation accounted for in the Businesses' financial statements and
the potential amounts of deferred taxation were:

1997 1998
--------- ---------
(Pounds)m (Pounds)m

Deferred tax liabilities
UK fixed assets........................................... 55 55
Non-UK fixed assets....................................... 90 109
--- ---
145 164
--- ---
Deferred tax (assets)
Employee liabilities...................................... (9) (11)
Losses.................................................... (37) (49)
Intangibles............................................... (20) (15)
Other..................................................... (5) (4)
--- ---
(71) (79)
--- ---
Full deferred tax provision................................. 74 85
Not accounted for at balance sheet date..................... (33) (45)
--- ---
Deferred tax accounted for at balance sheet date............ 41 40
=== ===
Analysed as:
Current................................................... (2) 9
Non-current............................................... 43 31
--- ---
41 40
=== ===

Under UK GAAP, deferred taxes are accounted for to the extent that it is
considered probable that a liability or asset will crystalise in the
foreseeable future. Under US GAAP, in accordance with SFAS No. 109, deferred
taxes are accounted for on all timing differences, including, those arising
from US GAAP adjustments, and a valuation allowance is established in respect
of those deferred tax assets where it is more likely than not that some portion
will not be realised. The deferred tax adjustments to net income and net equity
to conform with US GAAP are disclosed in note 30.

F-75

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

10 Tangible fixed assets

Payments to
account and
assets in
Land and Plant and course of
buildings equipment construction Total
--------- --------- ------------ ---------
(Pounds)m (Pounds)m (Pounds)m (Pounds)m

Cost
At 1 January 1997....... 191 1,396 188 1,775
Capital expenditure..... -- -- 171 171
Transfer of assets into
use.................... 2 77 (79)
Exchange adjustments.... (20) (80) (14) (114)
Disposals and other
movements.............. (2) (28) (1) (31)
--- ----- ---- -----
At 31 December 1997..... 171 1,365 265 1,801
Capital expenditure..... -- -- 135 135
Transfer of assets into
use.................... 4 261 (265)
Exchange adjustments.... 4 27 2 33
Disposals and other
movements.............. (1) (36) -- (37)
--- ----- ---- -----
At 31 December 1998..... 178 1,617 137 1,932
--- ----- ---- -----

Depreciation
At 1 January 1997....... 59 726 785
Charge for year......... 7 106 113
Exchange adjustments.... (5) (28) (33)
Disposals and other
movements.............. (1) (21) (22)
--- ----- -----
At 31 December 1997..... 60 783 843
Charge for year......... 5 71 76
Exchange adjustments.... 2 9 11
Disposals and other
movements.............. (1) (38) (39)
--- ----- -----
At 31 December 1998..... 66 825 891
=== ===== =====
Net book value at 31
December 1997.......... 111 582 265 958
=== ===== ==== =====
Net book value at 31
December 1998.......... 112 792 137 1,041
=== ===== ==== =====

The depreciation charge of (Pounds)113m in 1997, shown above, includes
(Pounds)25m charged to exceptional items relating to provisions for impairment.

Included in land and buildings is (Pounds)22m (1997 (Pounds)22m) in respect
of the cost of land which is not subject to depreciation.

At 31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

The net book value of land and buildings comprises:
Freeholds................................................. 84 86
Long leases (over 50 years unexpired)..................... 27 26
--- ---
111 112
=== ===

F-76

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)
11 Investments in participating and other interests

At 31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Associated undertakings--non equity accounted shares
Cost
At beginning of year........................................ 7 7
Exchange adjustments........................................ -- (1)
--- ---
At 31 December.............................................. 7 6
=== ===

12 Stocks

At 31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Raw materials and consumables............................... 91 106
Stocks in process........................................... 9 11
Finished goods and goods for resale......................... 136 133
--- ---
236 250
=== ===

13 Debtors

At 31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Amounts due within one year
Trade debtors--external..................................... 122 97
Trade debtors--other ICI businesses......................... 182 158
Taxation recoverable........................................ 6 10
Other prepayments and accrued income........................ 6 10
Other debtors--external..................................... 20 19
--- ---
336 294
=== ===
Amounts due after one year
Other debtors--external..................................... 4 2
--- ---
340 296
=== ===

Non operating debtors included in the above

At 31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Amounts due within one year
Taxation recoverable........................................ 3 3
Other debtors............................................... 2 --
--- ---
5 3
Amounts due after one year
Taxation recoverable........................................ 3 7
--- ---
8 10
=== ===

F-77

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

14 Short-term borrowings

At 31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Bank borrowings--Unsecured.................................. 20 12
=== ===

15 Other creditors

At 31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Amounts due within one year
Trade creditors--external................................... 158 184
Trade creditors--other ICI businesses....................... 60 26
Corporate taxation.......................................... 91 53
Value added and payroll taxes and social security........... 17 8
Accruals.................................................... 43 42
Other creditors............................................. 39 32
--- ---
408 345
=== ===
Amounts due after one year
Pension liabilities......................................... 2 3
Other creditors............................................. 5 6
--- ---
7 9
=== ===
Non-operating creditors included in the above

Amounts due within one year
Corporate taxation.......................................... 91 53
Other creditors............................................. -- 1
--- ---
91 54
=== ===
Amounts due after one year
Pension liabilities......................................... 2 3
Other creditors............................................. 3 --
--- ---
5 3
=== ===

F-78

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

16 Loans

At 31 December
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Creditors due within one year
Current instalment of loans................................. 9 4
Financing due to ICI........................................ -- 866
--- ---
9 870
=== ===
Creditors due after more than one year
Loans....................................................... 10 8
Financing due to ICI........................................ 866 --
--- ---
876 8
=== ===
885 878
=== ===
Secured loans
US dollars.................................................. 4 --
Other currencies............................................ 1 --
--- ---
Total secured............................................... 5 --
=== ===
Secured by fixed charge................................... 4 --
Secured by floating charge................................ 1 --
--- ---
Unsecured loans
US dollars.................................................. -- --
Other foreign currencies.................................... 14 12
--- ---
14 12
Financing due to ICI (see note below)....................... 866 866
--- ---
Total unsecured............................................. 880 866
--- ---
Total loans................................................. 885 878
=== ===
Loan maturities
Bank loans
Loans or instalments thereof are repayable:
From 2 to 5 years from balance sheet date................. 7 5
From 1 to 2 years......................................... 3 3
--- ---
Total due after more than one year.......................... 10 8
Total due within one year................................... 9 4
--- ---
19 12
=== ===
Other loans
Loans or instalments thereof are repayable:
From 1 to 2 years from balance sheet date................. 866 --
=== ===
Within one year........................................... -- 866
=== ===

F-79

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)
Financing due to ICI includes the indebtedness assumed by the Businesses on
1 January 1999 as if it had been in place throughout the period.

At 31 Deccember
-------------------
1997 1998
--------- ---------
(Pounds)m (Pounds)m

Total loans
Loans or instalments thereof are repayable:
From 2 to 5 years from balance sheet date................. 7 5
From 1 to 2 years......................................... 869 3
--- ---
Total due after more than one year.......................... 876 8
Total due within one year................................... 9 870
--- ---
Total loans................................................. 885 878
=== ===

17 Provisions for liabilities and charges

Deferred Unfunded Employee Other
taxation pensions benefits provisions Total
--------- --------- --------- ---------- ---------
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m

At 1 January 1997.......... 67 13 17 14 111
Profit and loss account.... (23) -- 1 1 (21)
Net amounts paid or
becoming current.......... -- (2) (1) (8) (11)
Exchange and other
movements................. (3) -- -- 1 (2)
--- --- --- --- ---
At 31 December 1997........ 41 11 17 8 77
Profit and loss account.... (2) (5) 2 3 (2)
Net amounts paid or
becoming current.......... -- (1) (1) (2) (4)
Exchange and other
movements................. 1 -- -- -- 1
--- --- --- --- ---
At 31 December 1998........ 40 5 18 9 72
=== === === === ===

18 Net cash inflow from operating activities

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Trading profit/(loss)............................. 161 (2) 121
Exceptional items within trading profit........... 11 56 10
--- --- ---
Trading profit before exceptional items........... 172 54 131
Depreciation...................................... 93 88 76
Stocks decrease/(increase)........................ (18) 56 (11)
Debtors decrease.................................. 28 9 52
Creditors increase/(decrease)..................... 45 (62) (36)
Other movements, including exchange............... (4) (2) (1)
--- --- ---
316 143 211
Outflow relating to exceptional items............. (24) (32) (11)
--- --- ---
292 111 200
=== === ===

Outflow related to exceptional items includes expenditure charged to
exceptional provisions relating to business rationalisation, settlement of a
dispute with a supplier and for sale or closure of operations, including
severance and other employee costs.

F-80

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

19 Returns on investments and servicing of finance

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Dividends received from associated
undertakings................................... 1 -- --
Interest received............................... 32 8 10
Interest paid................................... (45) (19) (21)
Dividends paid by subsidiary undertakings to
minority shareholders.......................... (1) (1) (1)
---- ---- ----
(13) (12) (12)
==== ==== ====

20 Capital expenditure and financial investment

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Purchase of tangible fixed assets............... (188) (173) (130)
Purchase of fixed asset investments other than
associated undertakings or joint ventures...... (1) -- --
Sale of tangible fixed assets................... 2 4 --
---- ---- ----
(187) (169) (130)
==== ==== ====

21 Disposals

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Cash inflow from disposal of Polyurethanes
business in Australia.......................... -- 31 --
==== ==== ====

The Polyurethanes business in Australia contributed (Pounds)3m and
(Pounds)2m to the trading profit of the Businesses in 1996 and 1997,
respectively.

F-81

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

22 Financing

Short-term
Distributions Financing borrowings
and transfers due to other than
to ICI * ICI Sub Total Loans overdrafts Sub Total Total
------------- --------- --------- --------- ---------- --------- ---------
Notes 16 16 24
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m

At 1 January 1997....... (1,101) 866 (235) (27) -- (27) (262)
Exchange adjustments.... 53 -- 53 -- -- -- 53
Financing
New finance........... (69) -- (69) -- (7) (7) (76)
Finance repaid........ 1 -- 1 8 8 9
------ --- ---- --- --- ----
Cash flow............... (68) -- (68) 8 (7) 1 (67)
Acquisitions and
disposals.............. 3 -- 3 -- -- -- 3
Other non-cash changes.. 63 -- 63 -- -- -- 63
------ --- ---- --- --- --- ----
At 31 December 1997..... (1,050) 866 (184) (19) (7) (26) (210)
Exchange adjustments.... (7) -- (7) -- -- -- (7)
Financing
New finance........... (23) -- (23) -- -- (23)
Finance repaid........ 14 -- 14 7 6 13 27
------ --- ---- --- --- --- ----
Cash flow............... (9) -- (9) 7 6 13 4
Other non-cash changes.. (116) -- (116) -- -- -- (116)
------ --- ---- --- --- --- ----
At 31 December 1998..... (1,182) 866 (316) (12) (1) (13) (329)
====== === ==== === === === ====

- --------
* The distributions and transfers to ICI and related interest paid are not
indicative of the dividends and interest that the Businesses will pay as an
independent managed and financed entity.

The Businesses have not been charged with any financing costs in respect of
amounts included within Net investment during the period covered by the
Combined Financial Statements.

23 Analysis of net debt

Financing--debt
-----------------------------------------
Short-term
borrowings Current
Financing other than asset
Cash due to ICI Loans overdrafts Total investments Net debt
--------- ---------- --------- ---------- --------- ----------- ---------
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m

At 1 January 1997....... 39 (866) (27) -- (893) 3 (851)
Exchange adjustments.... (5) -- -- -- -- (1) (6)
Cash flow............... 6 -- 8 (7) 1 -- 7
--- ---- --- --- ---- --- ----
At 31 December 1997..... 40 (866) (19) (7) (892) 2 (850)
Exchange adjustments.... 2 -- -- -- -- -- 2
Cash flow............... (2) -- 7 6 13 -- 11
--- ---- --- --- ---- --- ----
At 31 December 1998..... 40 (866) (12) (1) (879) 2 (837)
=== ==== === === ==== === ====

F-82

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

24 Cash and short-term borrowings

Short-term borrowings Cash (at
Cash at ------------------------------ bank and
bank Overdrafts Other Total Net total overdraft)
--------- ---------- --------- --------- --------- ----------
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m

At 1 January 1997....... 50 (11) -- (11) 39 39
Exchange adjustments.... (6) 1 -- 1 (5) (5)
Cash flow............... 9 (3) (7) (10) (1) 6
--- --- --- --- --- ---
At 31 December 1997..... 53 (13) (7) (20) 33 40
Exchange adjustments.... -- 2 -- 2 2 2
Cash flow............... (2) -- 6 6 4 (2)
--- --- --- --- --- ---
At 31 December 1998..... 51 (11) (1) (12) 39 40
=== === === === === ===

25 Leases

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Rentals under operating leases, charged as an
expense in the profit and loss account
Hire of plant and machinery................... 7 4 3
Other......................................... 3 1 1
--- --- ---
10 5 4
=== === ===

Land and buildings Other assets
Years ended 31 December Years ended 31 December
----------------------------- -----------------------------
1996 1997 1998 1996 1997 1998
--------- --------- --------- --------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m (Pounds)m

Commitments under
operating leases to pay
rentals during the year
following the year of
these accounts,
analysed according to
the period in which
each lease expires
Expiring within 1
year................. 1 1 1 -- -- 1
Expiring in years 2 to
5.................... 1 -- -- 2 2 1
Expiring thereafter... 1 1 1 -- -- --
--- --- --- --- --- ---
3 2 2 2 2 2
=== === === === === ===

F-83

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

Years ended 31 December
-----------------------------
1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Obligations under operating leases comprise
Rentals due within 1 year...................... 5 4 4
--- --- ---
Rentals due after more than 1 year
From 1 to 2 years.............................. 4 4 3
From 2 to 3 years.............................. 3 3 3
From 3 to 4 years.............................. 3 2 2
From 4 to 5 years.............................. 2 2 2
After 5 years from balance sheet date.......... 14 11 8
--- --- ---
26 22 18
--- --- ---
31 26 22
=== === ===

26 Pensions and other post retirement benefits

Pensions

The majority of the Businesses' employees are covered by retirement plans.
These plans are generally of the defined benefit type under which benefits are
based on employees' years of service and average final remuneration and are
funded through separate trustee-administered funds. Formal independent
actuarial valuations of ICI's main plans are undertaken regularly, normally at
least triennially and adopting the projected unit method.

The actuarial assumptions used to calculate the projected benefit obligation
of ICI's pension plans vary according to the economic conditions of the country
in which they are situated. It is usually assumed that, over the long term, the
annual rate of return on scheme investments will be higher than the annual rate
of increase in pensionable remuneration and in present and future pension in
payments.

The weighted average discount rate used in determining the actuarial present
values of the benefit obligations was 7.3% (1997 7.8%). The weighted average
expected long-term rate of return on investments was 7.9% (1997 8.0%). The
weighted average rate of increase of future earnings was 4.9% (1997 5.0%).

The actuarial value of the fund assets of these plans at the date of the
latest actuarial valuations was sufficient to cover 104% (1997 107%) of the
benefits that had accrued to members after allowing for expected future
increases in earnings; their market value was (Pounds)462m (1997 (Pounds)427m).

The total pension cost for the Businesses relating to both ICI's main plans
which are deemed to be multiemployer and plans specific to the Businesses for
1998 was (Pounds)15m (1997 (Pounds)15m; 1996 (Pounds)13m). Accrued pension
costs amounted to (Pounds)3m (1997 (Pounds)2m) and are included in other
creditors (note 15); provisions for the benefit obligation of a small number of
unfunded plans amounted to (Pounds)5m (1997 (Pounds)11m) and are included in
provisions for liabilities and charges-- unfunded pensions (note 17).

F-84

NOTES TO THE COMBINED FINANCIAL STATEMENTS--(Continued)

US GAAP Disclosure

Of the total pension cost, (Pounds)11.5m in 1998 (1997 (Pounds)11.1m; 1996
(Pounds)9.5m) related to employees covered by multiemployer plans.
Approximately 60% of the Businesses employees are covered by the multiemployer
plans. Of the plans covering the remaining employees, one plan provides pension
benefits for the majority of these employees. Certain information of this plan
under SFAS No. 87 is as follows:

1997 1998
--------- ---------
(Pounds)m (Pounds)m

Change in benefit obligation
Benefit obligation at beginning of year..................... 167 181
Service cost.............................................. 4 4
Interest cost............................................. 15 14
Actuarial loss............................................ 5 23
Benefit payments............................................ (9) (11)
--- ---
Benefit obligation at end of year........................... 182 211
=== ===
Change in plan assets
Fair value of plan assets at beginning of year.............. 193 234
Actual return on plan assets.............................. 46 (4)
Employer contributions.................................... 4 3
Benefit payments.......................................... (9) (11)
--- ---
Fair value of plan assets at end of year.................... 234 222
=== ===
Funded status
Funded status at end of year................................ 52 11
Unrecognized net actuarial gain........................... (49) (3)
Unrecognized net obligation at implementation............. 1 --
--- ---
Prepaid benefit costs....................................... 4 8
=== ===

1996 1997 1998
--------- --------- ---------
(Pounds)m (Pounds)m (Pounds)m

Components of net periodic benefit cost
Service cost.................................... 4 4 4
Interest cost................................... 14 15 13
Expected return on plan assets for period....... (14) (17) (17)
Recognized net actuarial gain................... -- -- (1)
--- --- ---
Total net periodic benefit cost (benefit)......... 4 2 (1)
=== === ===