-----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, B+Ido2CpIB4DRaynlzk3b2VVxZpNBA4fnSJpLF7OR075vpkOC84sX5nlt+HHGO1k dup7hDP+aAw83ImmN9UsZw== /in/edgar/work/20000731/0000100790-00-000029/0000100790-00-000029.txt : 20000921 0000100790-00-000029.hdr.sgml : 20000921 ACCESSION NUMBER: 0000100790-00-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000731 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION CARBIDE CORP /NEW/ CENTRAL INDEX KEY: 0000100790 STANDARD INDUSTRIAL CLASSIFICATION: [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: 681991 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 0001.txt 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) July 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: 13 Item 5. OTHER EVENTS. See Union Carbide Corporation's press release dated July 31, 2000 accompanying this report as Exhibit 99. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits. 99. Press release, July 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: July 31, 2000 UNION CARBIDE CORPORATION /s/ J. Macdonald J. Macdonald Assistant Secretary - 3 - EXHIBIT INDEX Exhibits 99. Press release, dated July 31, 2000. - 4 - EX-99 2 0002.txt EXHIBIT 99 EXHIBIT 99 UNION CARBIDE CORPORATION News Release CONTACT: Sean S. Clancy (203) 794-6976 UNION CARBIDE REPORTS SUBSTANTIALLY HIGHER SECOND QUARTER EARNINGS DANBURY, Conn., July 31 -- Union Carbide Corporation (UCC) today reported higher second quarter 2000 earnings of $0.94 per diluted share, compared to $0.46 per diluted share in the second quarter of 1999 and $0.71 per diluted share in the first quarter 2000. Net income for the quarter totaled $130 million, compared to $63 million for last year's second quarter, which included a $9 million after-tax gain ($0.06/diluted share) from a litigation settlement related to licensing, and $97 million in this year's prior quarter. Second quarter 2000 income benefited from an $11 million after-tax gain ($0.08/diluted share) from the demutualization of Metropolitan Life Insurance Company, a provider of certain employee benefit programs for the company. Sales in the second quarter totaled $1.674 billion, compared to $1.418 billion for the second quarter of 1999 and $1.617 billion in the first quarter of 2000. "Contributors to improved second quarter earnings were the continued strong performance of our equity companies, especially EQUATE, as well as improved operating performance from our Basic Chemicals and Polymers (BC&P) segment. This is an indication that earnings performance has begun to benefit from capital investments made for construction of the EQUATE facility and to increase domestic ethylene capacity at our Taft (LA) plant. A year ago, both facilities were incurring start-up problems and hadn't begun to deliver the results we've - MORE - 2000 P3-01-011 Page 2 of 9 seen this quarter," said UCC Chairman and CEO William H. Joyce. "Our Specialties and Intermediates (S&I) segment results continued to be negatively impacted by rising costs of feedstocks, other purchased materials, and energy and the impact of the strong dollar on competitive pricing. "Looking into the third quarter, we are not counting on any help from lower raw material prices. We anticipate a decline in selling prices of BC&P products and reduced equity company income, both of which should be partially offset by improvement in the S&I segment," Dr. Joyce continued. The S&I segment reported an operating profit of $92 million for the second quarter of 2000, compared to $188 million in the same period a year ago and $82 million in this year's prior quarter. The BC&P segment reported an operating profit of $74 million for the second quarter of 2000, compared to an operating loss of $42 million in the 1999 second quarter and an operating profit of $30 million in the first quarter of 2000. Income from corporate investments carried at equity was $43 million for the second quarter of 2000, compared to a loss of $18 million in the second quarter of 1999 and income of $39 million in this year's first quarter. Pension plan investment gains added $0.10 to second quarter 2000 earnings per share, the same as in the first quarter of 2000, and are expected to similarly affect earnings for the remainder of the year. Net income for the first six months of 2000 was $227 million, or $1.65 per diluted share. This compares to $140 million, or $1.02 per diluted share before the cumulative effect of change - MORE - Page 3 of 9 in accounting principle, in the same period a year ago. Worldwide net sales for the first six months of 2000 were $3.291 billion, compared to $2.820 billion for the first half of 1999. Union Carbide is a worldwide chemicals company with advanced process technologies and large-scale chemical production facilities. - - 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, sales prices, cost improvements, raw material costs, volume increases, 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 actual 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 and on budget; and an inability to obtain new customers or retain existing ones. - MORE - Page 4 of 9
UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME Quarter Ended June 30, Mar. 31, June 30, Millions of dollars, except per share amounts 2000 2000 1999 NET SALES $1,674 $1,617 $1,418 Cost of sales, exclusive of depreciation and amortization 1,354 1,314 1,105 Research and development 39 39 39 Selling, administrative and other expenses (a) 61 73 57 Depreciation and amortization 102 102 95 Partnership income (loss) 9 3 (4) Other income - net 36 24 27 ------ ------ ------ INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 163 116 145 Interest expense 45 37 35 ------ ------ ------ INCOME BEFORE PROVISION FOR INCOME TAXES 118 79 110 Provision for income taxes 29 20 28 ------ ------ ------ INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 89 59 82 Minority interest 2 1 1 Income (loss) from corporate investments carried at equity 43 39 (18) ------ ------ ------ NET INCOME $ 130 $ 97 $ 63 ====== ====== ====== Earnings per common share Basic - Net income $ 0.96 $ 0.72 $ 0.47 ====== ====== ====== Based on the indicated number of shares 134,745,740 134,406,055 133,088,173 Diluted - Net income $ 0.94 $ 0.71 $ 0.46 ====== ====== ====== Based on the indicated number of shares 137,919,070 137,563,934 136,453,663 (a) Selling $ 22 $ 23 $ 23 Administrative 22 22 16 Other expenses 17 28 18 ------ ------ ------ Total $ 61 $ 73 $ 57 ====== ====== ======
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UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME Six Months Ended June 30, Millions of dollars, except per share amounts 2000 1999 NET SALES $3,291 $2,820 Cost of sales, exclusive of depreciation and amortization 2,668 2,137 Research and development 78 76 Selling, administrative and other expenses (a) 134 127 Depreciation and amortization 204 199 Partnership income 12 2 Other income - net 60 41 ------ ------ INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 279 324 Interest expense 82 66 ------ ------ INCOME BEFORE PROVISION FOR INCOME TAXES 197 258 Provision for income taxes 49 66 ------ ------ INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 148 192 Minority interest 3 2 Income (loss) from corporate investments carried at equity 82 (50) ------ ------ INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 227 140 Cumulative effect of change in accounting principle - (20) ------ ------ NET INCOME $ 227 $ 120 ====== ====== Earnings per common share Basic - Income before cumulative effect of change in accounting principle $ 1.68 $ 1.05 - Cumulative effect of change in accounting principle - (0.15) ------ ------ - Net income $ 1.68 $ 0.90 ====== ====== Based on the indicated number of shares 134,575,898 132,968,994 Diluted - Income before cumulative effect of change in accounting principle $ 1.65 $ 1.02 - Cumulative effect of change in accounting principle - (0.14) ------ ------ - Net income $ 1.65 $ 0.88 ====== ====== Based on the indicated number of shares 137,741,502 136,082,504 (a) Selling $ 45 $ 46 Administrative 44 41 Other expenses 45 40 ------ ------ Total $ 134 $ 127 ====== ======
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UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA Quarter Ended June 30, Mar. 31, June 30, 2000 2000 1999 Millions of dollars, except as indicated Specialties and Intermediates Segment revenues $1,125 $1,108 $1,036 Depreciation and amortization 67 67 62 Partnership income (loss) 8 2 (2) Operating profit 92 82 188 Income (loss) from corporate investments carried at equity (2) 1 - Unit variable margin (cents/pound) 18.6 19.0 22.7 Fixed cost per pound of products sold (cents/pound) 13.3 12.9 13.0 Capital expenditures 47 69 93 Basic Chemicals & Polymers Segment revenues $ 655 $ 608 $ 436 Depreciation and amortization 35 35 33 Partnership income (loss) 1 1 (2) Operating profit (loss) 74 30 (42) Income (loss) from corporate investments carried at equity 45 38 (18) Unit variable margin (cents/pound) 11.6 9.4 4.7 Fixed cost per pound of products sold (cents/pound) 6.3 6.2 5.2 Capital expenditures 80 126 115 Other Operating profit (loss) $ (3) $ 4 $ (1)
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UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA Six Months Ended June 30, June 30, 2000 1999 Millions of dollars, except as indicated Specialties and Intermediates Segment revenues $2,233 $2,070 Depreciation and amortization 134 125 Partnership income (loss) 10 2 Operating profit 174 396 Income (loss) from corporate investments carried at equity (1) 4 Unit variable margin (cents/pound) 18.8 24.3 Fixed cost per pound of products sold (cents/pound) 13.1 13.5 Capital expenditures 116 162 Basic Chemicals & Polymers Segment revenues $1,263 $ 857 Depreciation and amortization 70 74 Partnership income (loss) 2 - Operating profit (loss) 104 (75) Income (loss) from corporate investments carried at equity 83 (54) Unit variable margin (cents/pound) 10.5 5.2 Fixed cost per pound of products sold (cents/pound) 6.2 5.2 Capital expenditures 206 219 Other Operating profit (loss) $ 1 $ 3
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Union Carbide Corporation Data Sheet 2Q00 1Q00 2Q99 2Q/1Q 2Q/2Q Union Carbide Corporation Net Sales MM $ 1,674 1,617 1,418 3.5% 18.1% Customer Volumes MM Lb. 4,128 4,198 4,198 (1.7%) (1.7%) Average Selling Prices Cents/Lb. 40.6 38.5 33.8 5.5% 20.1% Unit Variable Margin Cents/Lb. 15.5 14.6 14.6 6.2% 6.2% Fixed Costs MM $ 418 423 397 (1.2%) 5.3% S & I Segment Segment Revenues * MM $ 1,125 1,108 1,036 1.5% 8.6% Customer Volumes MM Lb. 2,266 2,288 2,303 (1.0%) (1.6%) Average Selling Prices Cents/Lb. 49.7 48.4 45.0 2.7% 10.4% Unit Variable Margin Cents/Lb. 18.6 19.0 22.7 (2.1%) (18.1%) Operating Profit MM $ 92 82 188 12.2% (51.1%) Increase in Raw Material, Energy & Related Manufacturing Variable Costs MM $ 30 190 B C & P Segment Segment Revenues MM $ 655 608 436 7.7% 50.2% Customer Sales Revenues MM $ 549 509 382 7.9% 43.7% Customer Volumes MM Lb. 1,862 1,910 1,895 (2.5%) (1.7%) Average Selling Prices Cents/Lb. 29.5 26.7 20.2 10.5% 46.0% Unit Variable Margin Cents/Lb. 11.6 9.4 4.7 23.4% 146.8% Operating Profit /(Loss) MM $ 74 30 (42) 146.7% 276.2% Increase in Raw Material, Energy & Related Manufacturing Variable Costs MM $ 13 88 Change in Average Selling Prices B C & P Chemicals Cents/Lb. Change 3.5 12.0 B C & P Plastics Cents/Lb. Change 3.4 10.2 Change in Customer Volumes B C & P Chemicals % Change (4.0%) (17.4%) B C & P Plastics % Change (3.1%) (0.5%) Hydrocarbon By-products % Change 2.6% 27.0% * Segment Revenues equal Customer Revenues
-MORE- Page 9 of 9 Union Carbide Corporation Data Sheet
1 H `00/ 1 H `00 1 H `99 1 H `99 Union Carbide Corporation Net Sales MM $ 3,291 2,820 16.7% Customer Volumes MM Lb. 8,326 8,361 (0.4%) Average Selling Prices Cents/Lb. 39.5 33.7 17.2% Unit Variable Margin Cents/Lb. 15.0 15.4 (2.6%) Fixed Costs MM $ 841 810 3.8% S & I Segment Segment Revenues * MM $ 2,233 2,070 7.9% Customer Volumes MM Lb. 4,554 4,479 1.7% Average Selling Prices Cents/Lb. 49.0 46.2 6.1% Unit Variable Margin Cents/Lb. 18.8 24.3 (22.6%) Operating Profit MM $ 174 396 (56.1%) Increase in Raw Material, Energy & Related Manufacturing Variable Costs MM $ 396 B C & P Segment Segment Revenues MM $ 1,263 857 47.4% Customer Sales Revenues MM $ 1,058 750 41.1% Customer Volumes MM Lb. 3,772 3,882 (2.8%) Average Selling Prices Cents/Lb. 28.1 19.3 45.1% Unit Variable Margin Cents/Lb. 10.5 5.2 101.9% Operating Profit /(Loss) MM $ 104 (75) 238.7% Increase in Raw Material, Energy & Related Manufacturing Variable Costs MM $ 200 Change in Average Selling Prices B C & P Chemicals Cents/Lb. Change 10.0 B C & P Plastics Cents/Lb. Change 9.6 Change in Customer Volumes B C & P Chemicals % Change (18.7%) B C & P Plastics % Change 2.5% Hydrocarbon By-products % Change 10.6% * Segment Revenues equal Customer Revenues
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