-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ov0nAfofu1rJnQOmYrhgqhBdlCeDvYtNcBv6rblwG1su5g27ChYVz+T1gBN4gOAT 59llPg/u7mR0ihwigasfDA== 0001193125-03-014934.txt : 20030630 0001193125-03-014934.hdr.sgml : 20030630 20030630151548 ACCESSION NUMBER: 0001193125-03-014934 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYONDELL CHEMICAL CO CENTRAL INDEX KEY: 0000842635 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 954160558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10145 FILM NUMBER: 03764090 BUSINESS ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: STE 700 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7136527200 MAIL ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: LYONDELL PETROCHEMICAL CO DATE OF NAME CHANGE: 19920703 11-K 1 d11k.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2002 OR [_] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 Commission File Number 33-26867 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN (Title of the Plan) LYONDELL CHEMICAL COMPANY 1221 McKinney Street Suite 700 Houston, Texas 77010 (Name and address of principal executive office of the issuer of the securities) LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS Page ---- Report of Independent Auditors 2 Financial Statements: Statements of Net Assets Available for Benefits 3 Statement of Changes in Net Assets Available for Benefits 4 Notes to Financial Statements 5 Supplemental Schedules are not required at the plan level and have been omitted. 1 REPORT OF INDEPENDENT AUDITORS To the Participants and Benefits Administrative Committee of the Lyondell Chemical Company 401(k) and Savings Plan: In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Lyondell Chemical Company 401(k) and Savings Plan (the "Plan") at December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Houston, Texas June 24, 2003 2 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------------------------------------ 2002 2001 ------------------ ------------------ ASSETS Investments, at fair value: Participant - Directed Investments: Investment in Lyondell Chemical, Equistar Chemicals, and Lyondell-Citgo Plans Master Trust $ 212,997,539 $ 260,635,771 Nonparticipant - Directed Investments: Investment in Lyondell Chemical, Equistar Chemicals, and Lyondell-Citgo Plans Master Trust 73,369,870 54,234,070 ------------------ ------------------ Net assets available for benefits $ 286,367,409 $ 314,869,841 ================== ==================
See Notes to Financial Statements. 3 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the year ended December 31, 2002
Participant Nonparticipant Plan Directed Directed Total ----------------- ---------------- --------------- Contributions: Employer $ - - $ 9,225,538 $ 9,225,538 Participant 14,080,242 1,097,567 15,177,809 Rollover 454,339 - - 454,339 ----------------- ---------------- --------------- Total 14,534,581 10,323,105 24,857,686 ----------------- ---------------- --------------- Investment loss: Lyondell Chemical, Equistar Chemicals, and Lyondell-Citgo Plans Master Trust (30,792,474) (332,219) (31,124,693) ----------------- ---------------- --------------- Net investment loss (30,792,474) (332,219) (31,124,693) ----------------- ---------------- --------------- Benefits paid to participants (21,357,002) (2,788,248) (24,145,250) ----------------- ---------------- --------------- Loan activity: Participant borrowings 1,749,212 (1,749,212) - - Participant repayments (1,382,498) 1,382,498 - - ----------------- ---------------- --------------- Net loan activity 366,714 (366,714) - - ----------------- ---------------- --------------- Transfer activity: Net transfer from Participant-Directed Investments to Nonparticipant-Directed Investments (13,054,497) 13,054,497 - - Net transfers from Equistar Chemicals, LP Savings and Investment Plan 1,773,191 - - 1,773,191 Net transfers from LYONDELL-CITGO Refining Company Ltd. 401(k) and Savings Plan for Non-Represented Employees 151,104 - - 151,104 Other, net 740,151 (754,621) (14,470) ----------------- ---------------- --------------- Net transfer activity (10,390,051) 12,299,876 1,909,825 ----------------- ---------------- --------------- Net increase (decrease ) (47,638,232) 19,135,800 (28,502,432) Net assets available for benefits: Beginning of period 260,635,771 54,234,070 314,869,841 ----------------- ---------------- --------------- End of period $ 212,997,539 $ 73,369,870 $ 286,367,409 ================= ================ ===============
See Notes to Financial Statements. 4 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Description of Plan General--The Lyondell Chemical Company 401(k) and Savings Plan ("Plan") is a defined contribution plan for employees and vested former employees of Lyondell Chemical Company ("Lyondell" or "Company"). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Participants should refer to the plan document for a complete description of the Plan. Plan Administration--The Plan is administered by the Lyondell Benefits Administrative Committee. Fidelity Retirement Services Company (FIRSCO) is the Plan's recordkeeper. Plan assets are maintained in the Lyondell Chemical, Equistar Chemicals, and Lyondell-Citgo Plans Master Trust ("Master Trust") under the custody of Fidelity Management Trust Company ("Trustee"). The Trustee makes payments as authorized by the Plan. Lyondell pays all administrative expenses of the Plan. Contributions--Participants are allowed to contribute from 1 percent to 50 percent of their base pay to the Plan through pre-tax payroll deductions ("Elective Deferrals") and from 1 percent to 10 percent of their base pay through after-tax payroll deductions ("Savings Contributions"). Prior to April 1, 2002, Lyondell made matching Company contributions to eligible participant accounts at the rate of 160 percent of the Elective Deferrals up to a maximum Company contribution of 8 percent of each participant's eligible base pay, with the exception of the represented employees at the Company's Lake Charles, Louisiana facility who received a Company contribution equal to 100 percent of the Elective Deferrals up to a maximum Company contribution of 4 percent of each participant's eligible base pay. Effective April 1, 2002, Lyondell makes matching Company contributions to eligible participant accounts at the rate of 100 percent of the Elective Deferrals up to a maximum Company contribution of 6 percent of each participant's eligible base pay. There was no change in the Company contribution to the represented employees at the Company's Lake Charles, Louisiana facility. Participants are eligible for Company contributions immediately upon enrollment into the Plan. Any employee/participant who was hired before April 1, 2002 is fully vested in and has a nonforfeitable right to all Company contributions and earnings thereon. Any employee/participant who was hired on or after April 1, 2002 shall be vested in and have a nonforfeitable right to all Company contributions and earnings thereon on the earlier of the date the Participant (i) attains three years of vesting service; (ii) dies; (iii) attains normal retirement age, or (iv) becomes disabled and is eligible for long-term disability benefits under a plan sponsored by the Company, a subsidiary or affiliate. Investment Election--All participant assets are held in the Master Trust. The Trustee, in accordance with the options selected by each participant thereon, invests participant contributions and earnings. The Plan does not own specific securities or other assets in the Master Trust, but has an ownership interest in each underlying selected fund within the Master Trust. Contributions to, withdrawals from and transfers between investment options by the participants are appropriately charged or credited to each underlying fund. Participants may invest in Lyondell common stock held under the ESOP part of the Plan as described under Section 4975(e)(7) of the Internal Revenue Code. Dividends on Lyondell common stock are reinvested in Lyondell common stock, unless the participant elects direct dividend payment as allowed by the Plan. All Company matching contributions are used to purchase Lyondell common stock. A participant, at any time by a change in investment directions, may direct that shares of Lyondell common stock be converted to cash and the proceeds, less any applicable sales expenses, be invested in another investment option. 5 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(Continued) Allocation of Investment Income (loss)--Investment income (loss) on investments held by the Master Trust is allocated to participant accounts based on each participant's prorata share of the underlying investment option. The accompanying statement of changes in net assets includes the Plan's proportionate share of investment income (loss) from investments held by the Master Trust. Withdrawals and Borrowings--If a participant terminates employment for any reason, the participant's account balance will be distributed upon attainment of age 65 or anytime the participant makes application to receive the funds prior to age 65. If the participant's account balance is $5,000 or less, the participant's account balance will be distributed as soon as practicable. The Plan permits withdrawals of Elective Deferrals under certain hardship conditions as defined by the Plan and granted by the Benefits Administrative Committee. Savings Contributions may be withdrawn in total or partial amounts as defined by the Plan. Withdrawals are made in a lump sum cash payment, although a participant may elect to receive Lyondell common stock or former employer stock (BP Amoco p.l.c. American Depository Shares ("BP ADS")) to the extent assets are held in the form of such stock. Distributions upon retirement or termination have generally been in Lyondell common stock or BP ADS to the extent assets were held in the form of such stock, and in cash to the extent invested in any other investment funds maintained under the Plan. The Plan provides for employees to borrow up to 50 percent of their account balance, as defined by the Plan and subject to a minimum and maximum borrowing level. The interest rate currently charged for loans is a fixed rate equal to the average prime rate reported in The Wall Street Journal as of the last business day of the month preceding the date the loan application was received by the Benefits Administrative Committee, subject to a 6% maximum while a participant is on military leave of absence. The loans are secured by the balance in the participant's account and bear interest rates ranging from 4.25 percent to 9.5 percent. Repayment periods range from one to five years for general-purpose loans and one to ten years for residential loans and are paid ratably through payroll deductions. Repaid principal and interest are added to investment funds according to the current investment elections of the participant. The loans are carried at their face amount. Forfeited Accounts--At December 31, 2002, forfeited nonvested accounts totaled approximately $397. These accounts will be used to reduce future Company contributions. Termination Provision--Although it has not expressed any intent to do so, Lyondell has the right to terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, all participants will be fully vested in their accounts and all assets of the Plan will continue to be held for distribution to participants as provided in the Plan. 6 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(Continued) 2. Summary of Significant Accounting Policies Basis of Accounting--The financial statements of the Plan are prepared using the accrual method of accounting. Investment Valuation and Income Recognition--The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Investment funds are valued at net asset value as of the last business day of the periods presented, which is the fair value of all securities held plus accruals for dividend income and interest income. Short-term and certain other investments are valued at cost, which approximates fair value. Purchases and sales of securities are accounted for on the trade date. Gains or losses on the sale or distribution of securities are computed on an average cost basis. Dividend income is accrued on the ex-dividend date and interest income is accrued as earned. The net appreciation or depreciation in the fair value of investments, which consist of the realized gains or losses and the unrealized appreciation or depreciation on those investments, is included in "Investment income (loss)" in the Statement of Changes in Net Assets Available for Benefits. Transfer Activity--Transfer activity includes transfers to and from other plans participating in the Master Trust. Nonparticipant-directed Investments--As described in Note 1, all Company matching contributions are used to purchase Lyondell common stock. In addition, Plan participants have the ability to direct their own contributions toward the purchase of Lyondell common stock. Participants may at any time and with no restrictions direct any Lyondell shares, including those purchased with the Company's matching contribution, to be sold with the proceeds redirected to another investment option of the participants' choosing. Prior to the 2002 plan year, separate investment funds were maintained for the Lyondell common stock purchased with the Company's matching contribution, and that purchased at the participants' own direction. The Lyondell stock fund purchased with the Company's matching contribution was considered nonparticipant-directed and was reflected as such in the Plan's Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2001, and in the Master Trust's Statement of Net Assets Available for Benefits at December 31, 2001. All Lyondell common stock purchased at the Participants' option was included in participant-directed investments as of and for the year ended December 31, 2001. In 2002 both Lyondell stock funds were merged such that Lyondell common stock purchased with the Company's matching contribution is now indistinguishable from that purchased at participants' direction. Because the participant-directed and nonparticipant-directed amounts can not be separately determined, the entire Lyondell stock fund is considered nonparticipant-directed and is reflected accordingly in the Plan's Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2002, and the Master Trust's Statement of Net Assets Available for Benefits at December 31, 2002. Lyondell stock totaling approximately $31 million, representing the balance of Lyondell common stock considered participant-directed investments as of December 31, 2001, is included in transfers to nonparticipant-directed investments in the 2002 Statement of Changes in Net Assets Available for Benefits. Payment of Benefits--Benefit payments to participants are recorded upon distribution. Use of Estimates--The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan's management to make significant estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Risks and Uncertainties--The Master Trust provides for various investment options in any combination of stocks, bonds and mutual funds. Investment securities are exposed to various risks, such as market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the 7 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(Continued) values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. 3. Tax Status The Plan is a qualified plan under Sections 401(a) and (k) of the Internal Revenue Code of 1986, as amended ("the Code"), and is a qualified employee stock ownership plan under Section 4975(e)(7) of the Code. The Plan has received a favorable determination letter from the Internal Revenue Service dated July 20, 2001. The plan has been amended since receiving the determination letter. However, the Benefits Administrative Committee believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Accordingly, no provision is made for federal income taxes. 4. Reconciliation of the Plan Financial Statements to Schedule H of the Form 5500 The following is a reconciliation of the Plan's net assets available for benefits per the financial statements at December 31, 2002 and 2001 to Schedule H of the Form 5500:
December 31, ---------------------------------------- 2002 2001 ---------------- ---------------- Net assets available for benefits per the financial statements $ 286,367,409 $ 314,869,841 Deemed distributions of participant loans (15,668) -- ---------------- ---------------- Net assets available for benefits per Schedule H of the Form 5500 $ 286,351,741 $ 314,869,841 ================ ================
The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2002 to Schedule H of the Form 5500: 2002 --------------- Total benefits paid to participants per the financial statements $ 24,145,250 Deemed distributions of participant loans 15,668 --------------- Total expenses per Schedule H of the Form 5500 $ 24,160,918 ===============
Amounts allocated to deemed distributions of participant loans are recorded as an investment in the financial statements and recorded as an expense on Schedule H of the Form 5500. Deemed Distribution--A participant loan is deemed distributed during the plan year under the provisions of Internal Revenue Code section 72(p) and Treasury Regulation section 1.72(p) if the participant loan is treated as a direct investment solely of the participant's individual account and the participant has discontinued payment of the loan as of the end of the year. For financial statement purposes, the loan balance is still considered as an outstanding loan until the loan obligation has been satisfied and is not treated as an actual distribution until which time the participant separates from employment and the participant's vested account balance is fully distributed. 8 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(Continued) 5. Lyondell Chemical, Equistar Chemicals, and Lyondell-Citgo Plans Master Trust The Master Trust was established on March 15, 1999 and is a pooled investment trust composed of the beneficial interests of certain participating defined contribution plans of Lyondell, Equistar Chemicals, LP and LYONDELL-CITGO Refining LP, all of which are related entities. Net assets available for benefits of the Master Trust are presented below. Certain amounts from the prior period have been reclassified to conform to the current period presentation.
December 31, ------------------------------------- 2002 2001 --------------- -------------- ASSETS Investments, at fair value: Participant-Directed Investments: Mutual funds $ 335,046,979 $ 396,056,977 Common stock 47,754,077 92,432,062 Participant loans receivable, at cost 41,791,462 41,337,383 Money market funds 162,365,960 154,093,187 Self-directed brokerage accounts 64,679,668 79,443,453 Nonparticipant-Directed Investments: Common stock 73,369,870 54,234,070 ------------- ------------- Total investments 725,008,016 817,597,132 Other receivables 167,690 39,636 ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 725,175,706 $ 817,636,768 ============= ============= Plan percentage 39.49% 38.51% ============= =============
9 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(Continued) Changes in net assets available for benefits of the Master Trust for the year ended December 31, 2002 are presented below.
Participant Nonparticipant Trust Directed Directed Total ---------------- ---------------- ---------------- Contributions: Employer $ 17,732,304 $ 9,225,538 $ 26,957,842 Participant 41,384,965 1,097,567 42,482,532 Rollover 1,930,837 - - 1,930,837 ---------------- ---------------- ---------------- Total 61,048,106 10,323,105 71,371,211 Investment income (loss): Interest income 1,473,448 - - 1,473,448 Interest from participant loans 2,785,387 247,818 3,033,205 Dividend income 5,485,316 2,260,624 7,745,940 Net depreciation in the fair value of investments (110,601,360) (2,840,661) (113,442,021) ---------------- ---------------- ---------------- Net investment loss (100,857,209) (332,219) (101,189,428) ---------------- ---------------- ---------------- Benefits paid to participants (59,948,653) (2,788,248) (62,736,901) ---------------- ---------------- ---------------- Loan activity: Participant borrowings 1,749,212 (1,749,212) - - Participant repayments (1,382,498) 1,382,498 - - ---------------- ---------------- ---------------- Net loan activity 366,714 (366,714) - - ---------------- ---------------- ---------------- Transfer activity: Net transfer from Participant-Directed Investments to Nonparticipant-Directed Investments (13,054,497) 13,054,497 - - Other, net 848,677 (754,621) 94,056 ---------------- ---------------- ---------------- Net transfer activity (12,205,820) 12,299,876 94,056 ---------------- ---------------- ---------------- Net increase (decrease) (111,596,862) 19,135,800 (92,461,062) Net assets available for benefits: Beginning of period 763,402,698 54,234,070 817,636,768 ---------------- ---------------- ---------------- End of period $ 651,805,836 $ 73,369,870 $ 725,175,706 ================ ================ ================
10 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS--(Continued) 6. Participating Plans' Equity in Net Assets of the Master Trust The participating plans' equity in the net assets of the Master Trust was as follows:
December 31, -------------------------------- 2002 2001 -------------- -------------- Equistar Chemicals, LP Savings and Investment Plan $ 313,957,738 $ 359,877,004 Lyondell Chemical Company 401(k) and Savings Plan 286,367,409 314,869,841 LYONDELL-CITGO Refining LP 401(k) and Savings Plan for Non-Represented Employees 71,694,575 83,834,697 LYONDELL-CITGO Refining LP 401(k) and Savings Plan for Represented Employees 52,785,457 58,680,750 Equistar Chemicals, LP Savings and Investment Plan for Hourly Represented Employees 370,527 374,476 -------------- -------------- Net Assets $ 725,175,706 $ 817,636,768 ============== ==============
7. Party-in Interest Transactions Certain Plan investments are shares of mutual funds managed by Fidelity Management and Research Company. Fidelity Management Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. In addition, the Plan also invests in shares of Lyondell Chemical Company common stock, which also qualifies as party-in-interest transactions. Lyondell pays the costs of administering the Plan. These party-in interest transactions are permissible under provisions of ERISA. 11 LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. LYONDELL CHEMICAL COMPANY 401(K) AND SAVINGS PLAN By: /s/ Allen C. Holmes -------------------------------------------- ALLEN C. HOLMES Chairman, Benefits Administrative Committee Date: June 30, 2003 12 EXHIBIT INDEX
Sequentially Exhibit Numbered Page No. Exhibit Where Located --- ------- ------------- 23 Consent of PricewaterhouseCoopers LLP 14 99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley 15 Act of 2002
13 EX-23 3 dex23.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-85656) of Lyondell Chemical Company of our report dated June 24, 2003 relating to the financial statements of the Lyondell Chemical Company 401(k) and Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP Houston, Texas June 24, 2003 14 EX-99.1 4 dex991.txt CERTIFICATE Exhibit 99.1 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Annual Report on Form 11-K for the Lyondell Chemical Company 401(k) and Savings Plan (the "Plan") for the period ended December 31, 2002 (the "Report"), I, Allen C. Holmes, Chairman of the Benefits Administrative Committee for the Plan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. Date: June 30, 2003 /s/ Allen C. Holmes ------------------------- ALLEN C. HOLMES Chairman, Benefits Administrative Committee A signed original of this written statement required by Section 906 has been provided to Lyondell Chemical Company and will be retained by Lyondell Chemical Company and furnished to the Securities and Exchange Commission or its staff upon request. 15 -----END PRIVACY-ENHANCED MESSAGE-----