-----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, IbxfJGFaiVmnP00AKJp4oRqdoRQfQCvG8pTdeew/9zyPRc51hOPTqPeH47flQel/ qqFk9v0oz3iHUWrOtdn2gA== 0000100790-97-000004.txt : 19970122 0000100790-97-000004.hdr.sgml : 19970122 ACCESSION NUMBER: 0000100790-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970120 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19970121 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CARBIDE CORP /NEW/ CENTRAL INDEX KEY: 0000100790 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 131421730 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01463 FILM NUMBER: 97507964 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 BUSINESS PHONE: 2037942000 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY RD CITY: DANBURY STATE: CT ZIP: 06817-0001 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE CORP DATE OF NAME CHANGE: 19890806 FORMER COMPANY: FORMER CONFORMED NAME: UNION CARBIDE & CARBON CORP DATE OF NAME CHANGE: 19710317 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 20, 1997 UNION CARBIDE CORPORATION (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation) 1-1463 13-1421730 (Commission File Number) (IRS Employer Identification No.) 39 Old Ridgebury Rd, Danbury, CT 06817-0001 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code 203-794-2000 Total number of sequentially numbered pages in this filing, including exhibits thereto: 13 Item 5. OTHER EVENTS. See Union Carbide Corporation press release dated January 20, 1997 accompanying this report as Exhibit 99. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99. Press release, dated January 20, 1997. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 21, 1997 UNION CARBIDE CORPORATION By /s/J. MACDONALD J. Macdonald Assistant Secretary EXHIBIT INDEX Exhibit 99. Press Release, dated January 20, 1997. - - 4 - EX-99 2 NEWS RELEASE CONTACT: D.N. Kernis (203) 794-6929 UNION CARBIDE EARNINGS IN LINE WITH DECEMBER ANNOUNCEMENT DANBURY, Conn., Jan. 20 -- Union Carbide Corporation (UCC) today reported fourth quarter 1996 earnings of $0.68 per common share fully diluted, compared to $1.21 per share in the same quarter of 1995. The result was in line with the company's announcement last month that rising raw material and energy costs, and other factors affecting its Specialties & Intermediates segment, could reduce fourth quarter 1996 earnings by as much as $0.42 per share compared to the $1.08 posted in the 1996 third quarter. Net income available to common stockholders for the fourth quarter of 1996 was $99 million, compared to $187 million for the same period in 1995 and $159 million in the third quarter of 1996. Sales increased 7.8 percent in the fourth quarter to $1.508 billion, compared to $1.399 billion in 1995. Sales were $1.538 billion in the third quarter of 1996. "Although volumes were strong for the quarter, and Carbide did a good job of controlling fixed costs, results were hurt by significantly higher raw material costs, especially ethane costs, which more than doubled since the same period in 1995," said Union Carbide Chairman and CEO William H. Joyce. - MORE - Page 2 of 9 Dr. Joyce said that Carbide's Specialties & Intermediates segment accounted for 69.3 percent of sales and 89.7 percent of operating profit in the fourth quarter. In the Basic Chemicals & Polymers segment, glycol prices improved during the quarter, as did polyethylene prices. Dr. Joyce said the company would not know until later in the first quarter the degree of success it would have with the polyethylene and ethylene glycol price increases reported in last month's announcement. For the full year 1996, UCC reported net income available to common stockholders of $583 million, or $3.90 per common share fully diluted. Prior year earnings were $915 million, or $5.83 per common share, including a net non-recurring gain of $62 million, or $0.39 per share fully diluted. Worldwide sales for 1996 rose 3.7 percent to $6.106 billion, compared to $5.888 billion in 1995. Income from corporate joint ventures declined from the prior year, the result of increased raw material costs and lower polyethylene prices for Polimeri Europa, and expenses relating to construction of the petrochemical complex in Kuwait. Volumes increased by 11.2 percent compared to the prior year, aided by the acquisition of Shell Oil's polypropylene resin business, and 8.9 percent volume growth for the Specialties & Intermediates segment. Fixed costs for the year rose only 2.7 percent, bringing unit fixed costs to a new low of 11.0 cents per pound. The company's Specialties & Intermediates segment accounted for 70.2 percent of sales and 80.6 percent of operating profit for the full year 1996. Dr. Joyce said that the segment's operating profit grew only 4.7 percent, but should show improved earnings growth in 1997 assuming continued moderation of feedstock and energy costs and a return to more normal margins, particularly in solvents and monomers. - MORE - Page 3 of 9 He added that good progress along several fronts during the year should benefit 1997 as well as longer-term performance: - UCC's cost reduction program was ahead of schedule, having advanced more than halfway to its announced annual net savings target of $637 million by the year 2000 (in then-current dollars). - UCC's new 200-million-pound-capacity ethylene/propylene rubber plant was completed in December and is now in its startup phase. - The polypropylene resins business acquired from Shell Oil in the first quarter was fully integrated into UCC operations, and both its polypropylene plants were expanded. - Financing was completed for the Equate petrochemical complex jointly owned with Kuwaiti partners, and a polyethylene marketing company was established in anticipation of Equate's production facilities being ready for startup in the third quarter of 1997. - A planned 50/50 joint venture with Exxon Chemical Company was announced to research, develop, market and license leading edge technologies and catalysts for polyethylene production. Union Carbide is a worldwide chemicals company with advanced process technologies and large-scale chemical production facilities. o Specialties & Intermediates -- Union Carbide is the leading North American supplier of solvents and intermediates to the paint and coatings industry; the leading licensor of several technologies; and a leading supplier of specialty chemicals, polymers and services used in the personal care products, pharmaceuticals, automotive, wire and cable, oil and gas and industrial lubricants industries. - MORE - Page 4 of 9 o Basic Chemicals & Polymers --Union Carbide is among the largest manufacturers of polyethylene, the world's most widely used plastic, and the technology leader in this industry; and polypropylene, one of the world's fastest-growing, large-volume plastics. UCC is also the world's largest producer of ethylene oxide and its derivative ethylene glycol, used for polyester fiber, resin and film, automotive antifreeze and other products. - MORE - Page 5 of 9 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME
Quarter Ended Dec. 31, Sept 30, Millions of Dollars, Except Per Share Amounts 1996 1996 NET SALES $1,508 $1,538 Cost of sales, exclusive of depreciation and amortization 1,174 1,145 Research and development 44 39 Selling, administration and other expenses(a) 82 80 Depreciation and amortization 77 81 Partnership income (38) (43) Other income - net (6) (6) INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 175 242 Interest expense 21 18 INCOME BEFORE PROVISION FOR INCOME TAXES 154 224 Provision for income taxes 42 63 INCOME OF CONSOLIDATED COMPANIES 112 161 Loss from corporate investments carried at equity (10) - NET INCOME 102 161 Preferred stock dividends, net of income taxes 3 2 NET INCOME - COMMON STOCKHOLDERS $ 99 $ 159 Earnings per common share Primary $ 0.74 $ 1.19 Based on the indicated number of shares 131,504,702 133,436,084 Fully diluted $ 0.68 $ 1.08 Based on the indicated number of shares 147,553,773 149,781,685 (a) Selling $ 34 $ 32 Administration 30 32 Other expenses 18 16 Total $ 82 $ 80 Quarter Ended Dec. 31, Millions of Dollars, Except Per Share Amounts 1995 NET SALES $1,399 Cost of sales, exclusive of depreciation and amortization 960 Research and development 38 Selling, administration and other expenses(a) 81 Depreciation and amortization 79 Partnership income (31) Other income - net (29) INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 301 Interest expense 25 INCOME BEFORE PROVISION FOR INCOME TAXES 276 Provision for income taxes 77 INCOME OF CONSOLIDATED COMPANIES 199 Loss from corporate investments carried at equity (9) NET INCOME 190 Preferred stock dividends, net of income taxes 3 NET INCOME - COMMON STOCKHOLDERS $ 187 Earnings per common share Primary $ 1.33 Based on the indicated number of shares 140,318,627 Fully diluted $ 1.21 Based on the indicated number of shares 156,564,534 (a) Selling $ 33 Administration 27 Other expenses 21 Total $ 81 - MORE -
Page 6 Page of 9 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME Year Ended December 31, Millions of Dollars, Except Per Share Amounts 1996 1995 NET SALES $6,106 $5,888 Cost of sales, exclusive of depreciation and amortization 4,568 4,100 Research and development 159 144 Selling, administration and other expenses(a) 321 387 Depreciation and amortization 312 306 Partnership income (144) (152) Other income - net (b) (31) (245) INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 921 1,348 Interest expense 76 89 INCOME BEFORE PROVISION FOR INCOME TAXES 845 1,259 Provision for income taxes 236 380 INCOME OF CONSOLIDATED COMPANIES 609 879 Income (loss) from corporate investments carried at equity (16) 46 NET INCOME 593 925 Preferred stock dividends, net of income taxes 10 10 NET INCOME - COMMON STOCKHOLDERS $ 583 $ 915 Earnings per common share Primary $ 4.28 $ 6.44 Based on the indicated number of shares 135,521,904 141,663,656 Fully diluted $ 3.90 $ 5.83 Based on the indicated number of shares 151,642,658 158,380,545 (a) Selling $ 130 $ 128 Administration (c) 121 186 Other expenses 70 73 Total $ 321 $ 387 (b) Includes a gain of $381 million from the sales of the corporation's interest in UCAR International, Inc., in the first and third quarters of 1995, and a charge of $191 million for future lease payments on unused office space, primarily at the corporation's Danbury headquarters, in the first quarter of 1995. (c) Includes a $68 million charge for postemployment benefits, including severance, in the third quarter of 1995. - MORE - Page 7 Page 9 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA Quarter Ended Dec. 31, Sept. 30, Dec. 31, Millions of dollars 1996 1996 1995 SALES Specialties & Intermediates $1,045 $1,055 $1,006 Basic Chemicals & Polymers 527 552 490 Intersegment Eliminations (64) (69) (97) Total $1,508 $1,538 $1,399 OPERATING PROFIT Specialties & Intermediates $ 157 $ 202 $ 177 Basic Chemicals & Polymers 17 40 115 Other 1 - 9 Total $ 175 $ 242 $ 301 DEPRECIATION AND AMORTIZATION Specialties & Intermediates $ 44 $ 50 $ 49 Basic Chemicals & Polymers 33 31 30 Total $ 77 $ 81 $ 79 CAPITAL EXPENDITURES Specialties & Intermediates $ 135 $ 121 $ 126 Basic Chemicals & Polymers 55 47 52 Total $ 190 $ 168 $ 178 - MORE - Page 8 of 9 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA Year Ended December 31, Millions of dollars 1996 1995 SALES Specialties & Intermediates $4,286 $4,123 Basic Chemicals & Polymers 2,125 2,080 Intersegment Eliminations (305) (315) Total $6,106 $5,888 OPERATING PROFIT Specialties & Intermediates $ 742 $ 709 Basic Chemicals & Polymers 162 444 Other 17 195 Total $ 921 $1,348 DEPRECIATION AND AMORTIZATION Specialties & Intermediates $ 188 $ 194 Basic Chemicals & Polymers 124 112 Total $ 312 $ 306 CAPITAL EXPENDITURES Specialties & Intermediates $ 522 $ 392 Basic Chemicals & Polymers 199 150 Total $ 721 $ 542 - MORE - Page 9 of 9 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET Millions of Dollars at December 31, 1996 1995 ASSETS Cash and cash equivalents $ 94 $ 449 Notes and accounts receivable 1,047 996 Inventories 541 544 Other current assets 191 207 Current assets 1,873 2,196 Net fixed assets 3,409 2,808 Investments and other assets 1,264 1,252 Total Assets $6,546 $6,256 LIABILITIES AND STOCKHOLDERS' EQUITY Short-term debt and current portion of long-term debt $ 112 $ 38 Other current liabilities 1,166 1,300 Current liabilities 1,278 1,338 Long-term debt 1,487 1,285 Other long-term obligations 1,667 1,588 Stockholders' equity 2,114 2,045 Total Liabilities and Stockholders' Equity $6,546 $6,256 - END - 9 -----END PRIVACY-ENHANCED MESSAGE-----