-----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, QqenREkXIOk8/9H+w4mMDBP7Bff7FN1BsTnb2jO9z/k7vv1bwhjlBVdn2zLBNfXM D03w3XNVmkAkyOqiqQISLg== 0000100790-00-000016.txt : 20000502 0000100790-00-000016.hdr.sgml : 20000502 ACCESSION NUMBER: 0000100790-00-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000501 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000501 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: 615102 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) May 1, 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: 10 Item 5. OTHER EVENTS. See Union Carbide Corporation's press release dated May 1, 2000 accompanying this report as Exhibit 99. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits. 99. Press release, May 1, 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: May 1, 2000 UNION CARBIDE CORPORATION /s/J. Macdonald J. Macdonald Assistant Secretary - 3 - EXHIBIT INDEX Exhibits 99. Press release, dated May 1, 2000. - 4 - EX-99 2 PRESS RELEASE DATED MAY 1, 2000 EXHIBIT 99 UNION CARBIDE CORPORATION NEWS RELEASE CONTACT: Sean S. Clancy 203-794-6976 UNION CARBIDE REPORTS SOLID 1ST QUARTER EARNINGS DANBURY, Conn., May 1 -- Union Carbide Corporation (UCC) today reported first quarter 2000 earnings of $0.71 per diluted common share, compared to $0.68 in the fourth quarter of 1999 and $0.56 for the same period in 1999 before the cumulative effect of a change in accounting principle. "Our financial performance in the current quarter reflected lower Basic Chemicals and Polymers (BC&P) earnings, partially offset by actuarial changes in our pension plan and by the absence of losses in Carbide's Other segment that unfavorably impacted the fourth quarter of 1999," said Dr. William H. Joyce, Carbide's Chairman and Chief Executive Officer. "Price increases were achieved in both the BC&P and Specialties & Intermediates (S&I) business segments, but were insufficient to offset the rise in raw material costs. "I am particularly pleased by the continued strong performance of our equity companies," Dr. Joyce continued. "Their earnings improvement from a year ago more than offset the decline in consolidated variable margin since the first quarter of 1999 and was the most significant factor contributing to our 27 percent improvement in earnings per share." Net income available to common stockholders for the quarter totaled $97 million, compared to $94 million in the fourth quarter of 1999 and $77 million for the same period a year - MORE - 2000 P3-01-009 Page 2 of 6 ago before the cumulative effect of a change in accounting principle. Sales in the first quarter totaled $1.617 billion, compared to $1.552 billion in the prior quarter and $1.402 billion for the same period in 1999. UCC's Specialties & Intermediates (S&I) segment reported operating profit of $82 million, compared to $77 million in the fourth quarter of 1999 and $208 million in the first quarter of 1999. Price increases and improvements in fixed costs and in partnership results compared to fourth quarter were largely offset by increased raw material costs. Carbide's BC&P segment reported operating profit of $30 million, compared to $61 million in the fourth quarter of 1999 and an operating loss of $33 million in the first quarter of 1999. Carbide's Other segment reported a current quarter gain of $4 million, after reporting a $30 million loss in the fourth quarter 1999 that was primarily the result of environmental expenses of a discontinued business. Required changes in actuarial assumptions affecting the pension plan contributed $0.10 per diluted share compared to fourth quarter 1999. "If raw material prices continue the trend we've seen in April, we should see further improvement in earnings as price increases in BC&P and S&I continue to take hold and margins improve," stated Dr. Joyce. "On balance, the contribution to earnings from our partnerships and equity companies should be somewhat higher than in the first quarter, largely because of continued improvement in partnership income." - MORE - Page 3 of 6 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, but are not limited to, statements concerning anticipated future events or performance, raw material costs, anticipated price increases, cost improvements, 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 6 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME
Quarter Ended Mar. 31, Dec. 31, Mar. 31, Millions of Dollars, Except Per Share Amounts 2000 1999 1999 NET SALES $1,617 $1,552 $1,402 Cost of sales, exclusive of depreciation and amortization 1,314 1,240 1,032 Research and development 39 40 37 Selling, administrative and other expenses (a) 73 58 70 Depreciation and amortization 102 106 104 Partnership income (loss) 3 (9) 6 Other income - net 24 9 14 INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 116 108 179 Interest expense 37 35 31 INCOME BEFORE PROVISION FOR INCOME TAXES 79 73 148 Provision for income taxes 20 18 38 INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 59 55 110 Minority interest 1 1 1 Income (loss) from corporate investments carried at equity 39 40 (32) INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 97 94 77 Cumulative effect of change in accounting principle - - (20) NET INCOME $ 97 $ 94 $ 57 Earnings per common share Basic - Income before cumulative effect of change in accounting principle $ 0.72 $ 0.70 $ 0.57 - Cumulative effect of change in accounting principle - - (0.14) - Net income - common stockholders $ 0.72 $ 0.70 $ 0.43 Based on the indicated number of shares 134,406,055 133,953,770 132,848,490 Diluted - Income before cumulative effect of change in accounting principle $ 0.71 $ 0.68 $ 0.56 - Cumulative effect of change in accounting principle - - (0.14) - Net income - common stockholders $ 0.71 $ 0.68 $ 0.42 Based on the indicated number of shares 137,563,934 137,557,329 135,710,019 (a) Selling $ 23 $ 24 $ 23 Administrative 22 21 25 Other expenses 28 13 22 Total $ 73 $ 58 $ 70
- MORE - Page 5 of 6 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA
Quarter Ended Mar. 31, Dec. 31, Mar. 31, 2000 1999 1999 Millions of dollars, Except As Indicated Specialties and Intermediates Segment revenues $1,108 $1,055 $1,034 Depreciation and amortization 67 70 63 Partnership income (loss) 2 (13) 4 Operating profit 82 77 208 Income (loss) from corporate investments carried at equity 1 (5) 4 Unit variable margin (cents/pound) 19.0 21.1 26.0 Fixed cost per pound of products sold (cents/pound) 12.9 14.4 14.1 Capital expenditures 69 71 69 Basic Chemicals & Polymers Segment revenues $ 608 $ 597 $ 421 Depreciation and amortization 35 36 41 Partnership income (loss) 1 4 2 Operating profit (loss) 30 61 (33) Income (loss) from corporate investments carried at equity 38 45 (36) Unit variable margin (cents/pound) 9.4 11.2 5.6 Fixed cost per pound of products sold (cents/pound) 6.2 6.7 5.2 Capital expenditures 126 134 104 Other Operating profit (loss) $ 4 $ (30) $ 4
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Union Carbide Corporation Data Sheet 1Q00 4Q99 1Q99 1Q/4Q 1Q/1Q Union Carbide Corporation Net Sales MM $ $1,617 1,552 1,402 4.2% 15.3% Customer Volumes MM Lb. 4,198 4,217 4,163 (0.5%) 0.8% Average Selling Prices Cents/Lb. 38.5 36.8 33.7 4.6% 14.2% Unit Variable Margin Cents/Lb. 14.6 16.3 16.2 (10.4%) (9.9%) Fixed Costs MM $ 423 472 413 (10.4%) 2.4% S&I Segment Segment Revenues * MM $ 1,108 1,055 1,034 5.0% 7.2% Customer Volumes MM Lb. 2,288 2,223 2,176 2.9% 5.1% Average Selling Prices Cents/Lb. 48.4 47.5 47.5 1.9% 1.9% Unit Variable Margin Cents/Lb. 19.0 21.1 26.0 (10.0%) (26.9%) Operating Profit MM $ 82 77 208 6.5% (60.6%) Increase in Raw Material, Energy & Related Manufacturing Variable Costs MM $ 91 206 BC&P Segment Segment Revenues MM $ 608 597 421 1.8% 44.4% Customer Sales Revenues MM $ 509 497 368 2.4% 38.3% Customer Volumes MM Lb. 1,910 1,994 1,987 (4.2%) (3.9%) Average Selling Prices Cents/Lb. 26.7 24.9 18.5 7.2% 44.3% Unit Variable Margin Cents/Lb. 9.4 11.2 5.6 (16.1%) 67.9% Operating Profit/Loss MM $ 30 61 (33) (50.8%) 190.9% Increase in Raw Material, Energy & Related Manufacturing Variable Costs MM $ 54 112 Change in Average Selling Prices BC&P Chemicals Cents/Lb. change 2.1 8.1 BC&P Resins Cents/Lb. change (1.1) 7.4 Change in Customer Volumes BC&P Chemicals % Change (13.1) (20.0) BC&P Resins % Change 7.8 5.7 Hydrocarbon By-products % Change (8.6) (2.3) * Segment Revenues also equals Customer Revenues
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