-----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, Fgq2OjGsizvgAhdaVd2+CnXNxEhgB0aIU0QfhzoQQiNunX6FsnDEAPlxvbSDUBgX KWWSCzC39AlTyy98GpbDhg== 0000100790-98-000016.txt : 19981023 0000100790-98-000016.hdr.sgml : 19981023 ACCESSION NUMBER: 0000100790-98-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980918 ITEM INFORMATION: FILED AS OF DATE: 19981022 SROS: CSX SROS: NYSE SROS: PCX 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: 98729410 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) September 18, 1998 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: 6 Item 5. OTHER EVENTS. (a) See Union Carbide Corporation's Computation of Ratio of Earnings to Fixed Charges for the six months ended June 30, 1998 and the years ended December 31, 1997, 1996, 1995, 1994 and 1993 accompanying this report as Exhibit 12. (b) See Union Carbide Corporation's press release dated September 18, 1998 accompanying this report as Exhibit 99. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 12. Computation of Ratio of Earnings to Fixed Charges for the six months ended June 30, 1998 and the years ended December 31, 1997, 1996, 1995, 1994 and 1993. 99. Press release, September 18, 1998. 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: October 22, 1998 UNION CARBIDE CORPORATION By /s/J. Macdonald J. Macdonald Assistant Secretary EXHIBIT INDEX Exhibit 12. Computation of Ratio of Earnings to Fixed Charges for the six months ended June 30, 1998 and the years ended December 31, 1997, 1996, 1995, 1994 and 1993. 99. Press release, dated September 18, 1998. EX-12 2 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Exhibit 12 Union Carbide Corporation and Subsidiaries Computation of Ratio of Earnings to Fixed Charges (Millions of dollars, except ratios)
Six Months Ended June 30, Year Ended 1998 1997 1996 1995 1994 1993 Fixed Charges: Interest expensed 56 79 76 89 80 70 Interest capitalized 21 51 45 30 12 10 Amortized premiums/discounts related to indebtedness - - - - - - Amortized capitalized expenses related to indebtedness - - - - - - Estimate of the interest within rental expense 9 18 18 22 22 33 Preference security dividend requirements of consolidated subsidiaries - 35 - - - - Charges arising from guarantees of equity investees 32 58 13 - - - Total Fixed Charges 118 241 152 141 114 113 Earnings Pretax income from continuing operations 379 966 845 1,259 471 227 Less: Partnership income 64 133 144 152 98 67 Sub-total 315 833 701 1,107 373 160 Add: Fixed charges 118 241 152 141 114 113 Amortization of capitalized interest 7 14 12 11 10 10 Distributed income of equity investees 61 126 141 97 128 92 UCC's share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges (23) (43) (22) - - - Less: Interest capitalized 21 51 45 30 12 10 Preference security dividend requirements of consolidated subsidiaries - 35 - - - - Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges - - - - - - Total Earnings 457 1,085 939 1,326 613 365 Ratio of Earnings to Fixed Charges 3.9 4.5 6.2 9.4 5.4 3.2 For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of pre-tax income of consolidated companies from continuing operations before adjustment for minority interests in consolidated subsidiaries or loss from equity investees plus (a) fixed charges, (b) amortization of capitalized interest, (c) distributed income of equity investees and (d) the Company's share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges less (a) interest capitalized, (b) preference security dividend requirements of consolidated subsidiaries, and (c) the minority interest in pre-tax income of subsidiaries that have not incurred fixed charges. Fixed charges means the sum of (a) interest expensed and capitalized, (b) amortized premiums, discounts and capitalized expenses related to indebtedness, (c) an estimate of the interest within rental expense and (d) preference security dividend requirements of consolidated subsidiaries. The Company has a 45 percent equity investment in Equate Petrochemical Company ("Equate"). During 1998, 1997, and the last quarter of 1996, the Company severally guaranteed 45 percent of Equate's long-term debt and working capital financing needs. During the first three quarters of 1996, the Company severally guaranteed up to $225 million of Equate's interim debt. Interest charges associated with guarantees of outstanding borrowings totaled $32 million, $58 million and $13 million for the six months ended June 30, 1998 and the years ended December 31, 1997 and 1996, respectively, and have been included, along with the Company's equity in Equate's pre-tax loss for the same periods, in the calculation of the ratio of earnings to fixed charges.
EX-99 3 PRESS RELEASE, SEPTEMBER 18, 1998 Exhibit 99 UNION CARBIDE NEW RELEASE CONTACT: David N. Kernis (203) 794-6929 UNION CARBIDE REPORTS THAT DETERIORATING BASIC CHEMICAL PRICES WILL FURTHER AFFECT THIRD QUARTER RESULTS DANBURY, Conn., Sept. 18 -- Union Carbide Corporation (UCC) today reported that third quarter earnings could be down by as much as 35 percent below the $0.85 reported in the second quarter. The consensus of current market expectations anticipates a 25 percent decline from the second quarter. The company said that prices and margins for its basic chemicals had continued to deteriorate in the quarter as a result of market weakness, particularly in Asia, reaching trough levels for some major product lines. - END - -----END PRIVACY-ENHANCED MESSAGE-----