1018099--3/15/2006--MILLENNIUM_CHEMICALS

related topics

{debt, indebtedness, cash}

{gas, price, oil}

{customer, product, revenue}

{financial, litigation, operation}

{cost, operation, labor}

{operation, international, foreign}

{cost, regulation, environmental}

Risks Relating to the Businesses Costs of raw materials and energy, as well as reliability of supply, may result in increased operating expenses and reduced results of operations. The cyclicality of the chemical industry may cause significant fluctuations in Millennium s and its joint ventures operating results. External factors beyond Millennium s or its joint ventures control can cause fluctuations in demand for their products and in their prices and margins, which may result in lower operating results. Millennium and its joint ventures sell commodity products in highly competitive markets and face significant price pressures. Millennium s international operations are subject to exchange rate fluctuations, exchange controls, political risks and other risks relating to non-U.S. operations. Millennium s and its joint ventures operations and assets are subject to extensive environmental, health and safety and other laws and regulations, which could result in material costs or liabilities. Proceedings related to the alleged exposure to lead-based paints and lead pigments could require Millennium to expend material amounts in litigation and settlement costs and judgments. Operating problems in the businesses of Millennium and its joint ventures may result in lower operating results. Conflicts of interest between Lyondell, Equistar and/or Millennium could be resolved in a manner that may be perceived to be adverse to Millennium and/or Equistar. Millennium and Equistar depend to a significant degree on Lyondell for the administration of their businesses, and Equistar has product supply arrangements with its owners and other related parties. If those parties do not fulfill their obligations under the arrangements, Millennium s and/or Equistar s revenues, margins and cash flow could be adversely affected. Millennium pursues acquisitions, dispositions and joint ventures, which may not yield the expected benefits. Millennium s consolidated balance sheet is highly leveraged and Millennium s business and future prospects may be limited by its significant amount of debt and other financial obligations. Millennium and Equistar each require a significant amount of cash to service their indebtedness, and the ability of each of them to generate cash depends on many factors beyond their control. Debt and other agreements restrict Millennium s and Equistar s ability to take certain actions and require the maintenance of certain financial ratios; failure to comply with these requirements could result in acceleration of debt. Equistar s Debt and Accounts Receivable Facility Debt covenants limit transfers of cash between Lyondell, Millennium and Equistar.

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1018099--3/15/2006--MILLENNIUM_CHEMICALS_INC