-----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, EE5wM4MDoC+9XzHN77S0ipusL18tLAywRH4HMt8GWZ89dTYSCHyMJXFLWOi0zHBU w/mw0PtT5IFXvZh5YdavtA== 0000100790-00-000005.txt : 20000203 0000100790-00-000005.hdr.sgml : 20000203 ACCESSION NUMBER: 0000100790-00-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000131 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000131 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: SEC FILE NUMBER: 001-01463 FILM NUMBER: 518002 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 FORM 8-K 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 31, 2000 UNION CARBIDE CORPORATION (Exact name of registrant as specified in its charter) New York 1-1463 13-1421730 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 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: 14 Item 5. OTHER EVENTS. See Union Carbide Corporation's press release dated January 31, 2000 accompanying this report as Exhibit 99. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits. 99. Press release, January 31, 2000. - 2 - 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 hereunto duly authorized. Date: January 31, 2000 UNION CARBIDE CORPORATION By: /s/J. Macdonald J. Macdonald Assistant Secretary - 3 - EXHIBIT INDEX Exhibits 99. Press release, dated January 31, 2000. - 4 - EX-99 2 PRESS RELEASE DATED JANUARY 31, 2000 EXHIBIT 99 UNION CARBIDE NEWS RELEASE CONTACT: Sean S. Clancy (203) 794-6976 UNION CARBIDE REPORTS STRONG 4th QUARTER EARNINGS DANBURY, Conn., Jan. 31 -- Union Carbide Corporation (UCC) today reported fourth quarter 1999 earnings of $0.68 per diluted common share, compared to $0.57 in the third quarter of 1999 and $0.49 for the same period in 1998. Earnings from the third quarter of 1999 and the fourth quarter of 1998 include per share gains from litigation settlements of $0.21 and $0.31, respectively. "Our earnings reflected continuing high volumes, improved pricing in Basic Chemicals & Polymers (BC&P) and strengthening performance by our joint ventures, EQUATE and Polimeri Europa. These gains were partially offset by higher raw material costs," said Dr. William H. Joyce, Carbide's Chairman and Chief Executive Officer. "EQUATE's improved performance benefited from its high operating rates and the ability to capitalize on its advantaged feedstock cost position. Partnership income was negatively impacted by losses associated with the corporation's Aspell joint venture and the continued weakness in earnings from UOP." Net income available to common stockholders for the quarter totaled $94 million, compared to $77 million in the third quarter and $67 million for the same period a year ago. Sales in the fourth quarter totaled $1.552 billion, compared to $1.498 billion in the prior quarter and $1.289 billion for the same period in 1998. - MORE - 2000 P3-01-004 Page 2 of 10 UCC's Specialties & Intermediates (S&I) segment reported operating profit of $77 million, compared to $134 million in the third quarter of 1999 and $232 million in the fourth quarter of 1998. Both the third quarter of 1999 and the fourth quarter of 1998 include gains from the settlement of litigation associated with the licensing business. The combination of weak pricing, increased raw material costs and poor partnership results adversely affected segment earnings. Carbide's BC&P segment reported an operating profit of $61 million, compared to operating losses of $7 million in the third quarter of 1999 and $45 million in the fourth quarter of 1998. Continued high sales volumes and higher average selling prices were responsible for this quarter's improved performance. Carbide's Other segment reported a fourth quarter 1999 loss of $30 million that was primarily the result of environmental expenses of a discontinued business. "Looking ahead, earnings in 2000 should be higher than last year. Recent volatility in raw material prices, however, makes first quarter forecasting difficult," said Dr. Joyce. "This is particularly true in BC&P where falling prices in ethylene glycol and polyolefins, combined with increased raw material costs, will create margin pressure. Equity companies should face similar margin pressure resulting in an earnings decline. The S&I segment should benefit from improvements in partnership and licensing income and lower fixed costs. The net effect for the corporation will likely be lower income in the first quarter than in the fourth quarter of 1999." For the full year 1999, UCC reported net income available to common stockholders of $311 million, or $2.27 per diluted common share before an after-tax charge of $0.14 per diluted share representing the cumulative effect of a required change in an accounting principle. Prior - MORE - Page 3 of 10 year earnings available to common stockholders were $403 million, or $2.91 per diluted common share. Worldwide sales for 1999 were $5.870 billion, compared to $5.659 billion in 1998. Sales volumes for the year reached a record high of 16.8 billion pounds, an increase of 13.9 percent over 1998. The corporation's fixed cost per pound of products sold decreased to $0.102 per pound, down from $0.115 per pound in 1998 and $0.155 per pound in 1991. Union Carbide is a worldwide chemicals company with advanced process technologies and large-scale chemical production facilities. The corporation's two business segments are: 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. 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 a large manufacturer of 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. Cautionary Statement for Purposes of the "Safe Harbor" Provisions Of the Private Securities Litigation Act of 1995 Those statements in the preceding pages that do not reflect historical information are forward looking statements. Forward looking statements include statements concerning anticipated future events or performance, raw material costs, prices, volume, cost improvements and margins and earnings expectations. Naturally, such forward looking statements are subject to risks and uncertainties. In addition to all specific assumptions cited, important factors that could cause results to differ materially from those discussed in such forward-looking statements include: the supply/demand balance for the corporation's products, customer inventory levels, competitive pricing pressures, feedstock availability and costs, changes in industry production capacities and operating rates, currency exchange rates, interest rates, global economic conditions, disruption in transportation facilities, competitive technology positions, failure by the corporation to achieve technology objectives, achieve cost reduction targets, or complete projects on schedule or within budget, and an inability to obtain new customers or retain existing ones. - MORE - Page 4 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME
Quarter Ended Dec. 31, Sept. 30, Dec. 31, Millions of Dollars, 1999 1999 1998 Except Per Share Amounts NET SALES $1,552 $1,498 $1,289 Cost of sales, exclusive of depreciation and amortization 1,240 1,232 1,010 Research and development 40 38 36 Selling, administrative and other expenses (a) 58 72 70 Depreciation and amortization 106 103 101 Partnership income (loss) (9) 18 15 Other income - net 9 52 91 INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 108 123 178 Interest expense 35 32 30 INCOME BEFORE PROVISION FOR INCOME TAXES 73 91 148 Provision for income taxes 18 24 49 INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 55 67 99 Minority interest 1 2 1 Income (loss) from corporate investments carried at equity 40 12 (31) NET INCOME $ 94 $ 77 $ 67 Earnings per common share Basic - $ 0.70 $ 0.58 $ 0.50 Based on the indicated number of shares 133,953,770 133,464,524 132,869,126 Diluted - $ 0.68 $ 0.57 $ 0.49 Based on the indicated number of shares 137,557,329 136,898,772 135,830,721 (a) Selling $ 24 $ 24 $ 25 Administrative 21 28 23 Other expenses 13 20 22 Total $ 58 $ 72 $ 70
- MORE - Page 5 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME
Year Ended Dec. 31, Millions of Dollars, Except Per Share Amounts 1999 1998 NET SALES $5,870 $5,659 Cost of sales, exclusive of depreciation and amortization 4,609 4,294 Research and development 154 143 Selling, administrative and other expenses (a) 257 304 Depreciation and amortization 408 389 Partnership income 11 33 Other income - net 102 241 INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 555 803 Interest expense 133 114 INCOME BEFORE PROVISION FOR INCOME TAXES 422 689 Provision for income taxes 108 217 INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 314 472 Minority interest 5 3 Income (loss) from corporate investments carried at equity 2 (66) INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 311 403 Cumulative effect of change in accounting principle (20) - NET INCOME $ 291 $ 403 Earnings per common share Basic - Income before cumulative effect of change in accounting principle $ 2.33 $ 2.98 - Cumulative effect of change in accounting principle (0.15) - - Net income $ 2.18 $ 2.98 Based on the indicated number of shares 133,342,112 135,028,100 Diluted - Income before cumulative effect of change in accounting principle $ 2.27 $ 2.91 - Cumulative effect of change in accounting principle (0.14) - - Net income $ 2.13 $ 2.91 Based on the indicated number of shares 136,658,319 138,409,895 (a) Selling $ 94 $ 99 Administrative 90 107 Other expenses 73 98 Total $ 257 $ 304
- MORE - Page 6 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA
Quarter Ended Dec. 31, Sept. 30, Dec. 31, 1999 1999 1998 Millions of dollars, Except As Indicated Specialties and Intermediates Segment revenues $1,055 $1,057 $964 Depreciation and amortization 70 67 65 Partnership income (loss) (13) 17 15 Operating profit 77 134 232 Income (loss) from corporate investments carried at equity (5) - (1) Unit variable margin (cents/pound) 21.1 20.1 24.8 Fixed cost per pound of products sold (cents/pound) 14.4 14.1 15.7 Capital expenditures 71 58 106 Basic Chemicals & Polymers Segment revenues $ 597 $ 522 $383 Depreciation and amortization 36 36 36 Partnership income (loss) 4 1 - Operating profit (loss) 61 (7) (45) Income (loss) from corporate investments carried at equity 45 12 (30) Unit variable margin (cents/pound) 11.2 7.1 7.5 Fixed cost per pound of products sold (cents/pound) 6.7 5.9 7.9 Capital expenditures 134 120 105 Other Operating loss $ (30) $ (4) $ (9)
- MORE - Page 7 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA
Year Ended Dec. 31, 1999 1998 Millions of dollars, Except As Indicated Specialties and Intermediates Segment revenues $4,182 $4,139 Depreciation and amortization 262 247 Partnership income (loss) 6 27 Operating profit 607 833 Income (loss) from corporate investments carried at equity (1) 1 Unit variable margin (cents/pound) 22.5 24.3 Fixed cost per pound of products sold (cents/pound) 13.9 14.7 Capital expenditures 291 438 Basic Chemicals & Polymers Segment revenues $1,976 $1,802 Depreciation and amortization 146 142 Partnership income (loss) 5 6 Operating profit (loss) (21) 20 Income (loss) from corporate investments carried at equity 3 (67) Unit variable margin (cents/pound) 7.2 9.6 Fixed cost per pound of products sold (cents/pound) 5.8 7.5 Capital expenditures 473 344 Other Operating loss $ (31) $ (50)
- MORE - Page 8 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET
Millions of Dollars at Dec. 31, 1999 1998 ASSETS Cash and cash equivalents $ 41 $ 49 Notes and accounts receivable 1,132 933 Inventories 680 667 Other current assets 297 257 Current assets 2,150 1,906 Net fixed assets 4,521 4,181 Investments and other assets 1,286 1,204 Total Assets $7,957 $7,291 LIABILITIES AND STOCKHOLDERS' EQUITY Short-term debt and current portion of long-term debt $ 782 $ 426 Other current liabilities 1,007 1,044 Current liabilities 1,789 1,470 Long-term debt 1,869 1,796 Other long-term obligations 1,682 1,576 Stockholders' equity 2,617 2,449 Total Liabilities and Stockholders' Equity $7,957 $7,291
- MORE - Page 9 of 10 Union Carbide Corporation Data Sheet
Union Carbide Corporation 4Q99 3Q99 4Q98 4Q/3Q 4Q/4Q Net Sales MM $ 1552 1498 1289 3.6% 20.4% Customer Volumes MM lb 4217 4185 3604 0.8% 17.0% Average Selling Prices % Change 3.4% 2.8% Unit Variable Margin Cents/lb 16.3 14.1 16.9 Fixed Costs MM $ 472 434 435 8.8% 8.5% S&I Segment Segment Revenues MM $ 1055 1057 964 (0.2)% 9.4% Customer Volumes MM lb 2223 2244 1948 (0.9)% 14.1% Average Selling Prices % Change 0.8% (4.0)% Unit Variable Margin Cents/lb 21.1 20.1 24.8 *Operating Profit MM $ 77 134 232 Increase in Key Raw Mtl. Costs MM $ 35 81 BC&P Segment Segment Revenues MM $ 597 522 383 14.4% 55.9% Customer Volumes MM lb 1994 1941 1656 2.7% 20.4% Average Selling Prices % Change 9.7% 27.0% Unit Variable Margin Cents/lb 11.2 7.1 7.5 Operating Profit (loss) MM $ 61 (7) (45) Increase in Key Raw Mtl. Costs MM $ 12 118 Change in Average Selling Prices BC&P Chemicals Cents/lb 3.4 6.3 BC&P Resins Cents/lb 2.1 9.6 Change in Customer Volumes BC&P Chemicals % Change (0.7)% 3.7% BC&P Resins % Change 1.7% 13.0% Hydrocarbon By-products % Change 14.9% 111.4% * S&I Operating Profit for the 3rd Quarter of 1999 includes a gain from a favorable litigation settlement of the licensing business of $38 million and for the 4th Quarter of 1998 includes a gain of $71 million from favorable net litigation settlements related to the licensing business.
- MORE - Page 10 of 10 Union Carbide Corporation Data Sheet
Union Carbide Corporation 1999 1998 1999/1998 Net Sales MM $ 5870 5659 3.7% Customer Volumes MM lb 16763 14715 13.9% Average Selling Prices % Change (9.1)% Unit Variable Margin Cents/lb 15.3 17.7 Fixed Costs MM $ 1716 1689 1.6% Increase in Key Raw Mtl. Costs MM $ 264 Capital Expenditures MM $ 764 782 S&I Segment Segment Revenues MM $ 4182 4139 1.0% Customer Volumes MM lb 8946 8101 10.4% Average Selling Prices % Change (8.6)% Unit Variable Margin Cents/lb 22.5 24.3 *Operating Profit MM $ 607 833 Increase in Key Raw Mtl. Costs MM $ 43 BC&P Segment Segment Revenues MM $ 1976 1802 9.7% Customer Volumes MM lb 7817 6614 18.2% Average Selling Prices % Change 21.6 23.0 (6.1)% Unit Variable Margin Cents/lb 7.2 9.6 Operating Profit (Loss) MM $ (21) 20 Increase in Key Raw Mtl. CostS MM $ 211 Change in Average Selling Prices BC&P Chemicals Cents/lb (1.3) BC&P Resins Cents/lb 0.9 Change in Customer Volumes BC&P Chemicals % Change 13.8% BC&P Resins % Change 10.4% Hydrocarbon By-products % Change 54.3% * S&I Operating Profit for the year 1999 includes a gain of $50 million from the favorable settlement of litigation of the licensing business, and for the year 1998 includes a gain of $189 million from net favorable litigation settlements related to the licensing business. In 1998, S&I Operating Profit includes $53 million of losses associated with the Aspell joint venture.
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