-----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, IUR+a161w1lusErAEcSvudE/5LoipH2tWrX8/iL/UDIsNhou+mLfFfa37L7XnDkd s/w1L6dj9RrH51j6eP3BDQ== 0000100790-99-000024.txt : 19990427 0000100790-99-000024.hdr.sgml : 19990427 ACCESSION NUMBER: 0000100790-99-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990426 ITEM INFORMATION: FILED AS OF DATE: 19990426 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: 99600817 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) April 26, 1999 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: 9 Item 5. OTHER EVENTS. (b) See Union Carbide Corporation's press release dated April 26, 1999 accompanying this report as Exhibit 99. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99. Press release, April 26 1999. -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: April 26, 1999 UNION CARBIDE CORPORATION By /s/J. Macdonald J. Macdonald Assistant Secretary -3- EXHIBIT INDEX Exhibit 99. Press release, dated April 26, 1999. EX-99 2 PRESS RELEASE DATED APRIL 26, 1999 Exhibit 99 UNION CARBIDE NEWS RELEASE CONTACT: David N. Kernis (203) 794-6929 UNION CARBIDE REPORTS 1st QUARTER EARNINGS DANBURY, Conn., April 26 -- Union Carbide Corporation (UCC) today reported first quarter 1999 earnings of $0.52 per diluted share before the cumulative effect of a change in accounting principle. Carbide earned $0.49 per diluted share in the prior quarter (including $0.31 per share from proceeds of a litigation settlement) and $1.01 in the first quarter of 1998. The required change in accounting principle for start-up costs (SOP 98-5) resulted in an after-tax charge of $20 million, or $0.14 per diluted share in the current quarter, representing the cumulative effect of the change in accounting for periods prior to Jan. 1, 1999. Net income for the quarter before the cumulative effect of change in accounting principle totaled $71 million, compared to $67 million in the prior quarter and $142 million for last year's first quarter. Sales in the first quarter totaled $1.402 billion, compared to $1.289 billion in the prior quarter and $1.561 billion for the first quarter of 1998. UCC Chairman and CEO William H. Joyce said that stronger volume, improved product mix and well above trend-line licensing income in the company's Specialties & Intermediates (S&I) segment accounted for the improvement over the prior quarter (excluding the proceeds from the litigation settlement). Carbide's S&I segment reported operating profit of $203 million for the first quarter of 1999, compared to $161 million in the prior quarter (excluding the effect of the favorable litigation settlement) and $202 million in the same period a year ago. - MORE - 1999 P3-01-006 Page 2 of 5 The company's Basic Chemicals & Polymers (BC&P) segment reported an operating loss of $38 million for the first quarter of 1999, compared to a loss of $45 million in the prior quarter and operating profit of $36 million in the 1998 first quarter. Carbide said that first quarter price increases in polyethylene and in glycol used for antifreeze and reduced turnaround costs were offset by price declines in polyester glycol and increased raw material costs. Compared to a year ago, BC&P continued to suffer from weak pricing. While pleased with the company's volume growth and improved fixed cost productivity in the first quarter, Dr. Joyce said it is difficult to get a clear picture of the second quarter. We do not know how long the current spike in raw material costs will last or how much of the increases will be offset by higher product prices, in addition to cost savings. It is likely, however, that licensing income will be weaker than in the first quarter, said Dr. Joyce. Union Carbide repurchased 503,700 of its shares during the first quarter of 1999, at a cost of $21.6 million. Since the start of the common share buyback program in 1993, UCC has repurchased 55.9 million shares out of a total authorization of 60 million shares, and reduced the net total of common shares outstanding by 34.7 million, excluding the conversion in 1997 of 15.4 million ESOP preferred shares into common shares. 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 3 of 5 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 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, product 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 looking-forward 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 5 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 1999 1998 1998 NET SALES $1,402 $1,289 $1,561 Cost of sales, exclusive of depreciation and amortization 1,042 1,010 1,161 Research and development 37 36 37 Selling, administrative and other expenses (a) 70 70 84 Depreciation and amortization 104 101 95 Partnership income 6 15 37 Net gains from settlements of UNIPOL Systems-business litigations - 71 - Other income - net 14 20 11 INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 169 178 232 Interest expense 31 30 27 INCOME BEFORE PROVISION FOR INCOME TAXES 138 148 205 Provision for income taxes 34 49 59 INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 104 99 146 Minority interest 1 1 1 Loss from corporate investments carried at equity 32 31 3 INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 71 67 142 Cumulative effect of change in accounting principle (20) - - NET INCOME $ 51 $ 67 $ 142 Earnings per common share Basic - Income before cumulative effect of change in accounting principle $ 0.53 $ 0.50 $ 1.03 - Cumulative effect of change in accounting principle 0.14 - - - Net income - common stockholders $ 0.39 $ 0.50 $ 1.03 Based on the indicated number of shares 132,848,490 132,869,126 136,875,966 Diluted - Income before cumulative effect of change in accounting principle $ 0.52 $ 0.49 $ 1.01 - Cumulative effect of change in accounting principle 0.14 - - - Net income - common stockholders $ 0.38 $ 0.49 $ 1.01 Based on the indicated number of shares 135,710,019 135,830,721 140,410,216 (a) Selling $ 23 $ 25 $ 26 Administrative 25 23 29 Other expenses 22 22 29 Total $ 70 $ 70 $ 84
- MORE - Page 5 of 5 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA
Quarter Ended Mar. 31, Dec. 31, Mar. 31, Millions of dollars 1999 1998 1998 SALES Specialties & Intermediates $1,034 $ 964 $1,120 Basic Chemicals & Polymers 421 383 518 Intersegment Eliminations (53) (58) (77) Total $1,402 $1,289 $1,561 OPERATING PROFIT (LOSS) Specialties & Intermediates $ 203 $ 232 $ 202 Basic Chemicals & Polymers (38) (45) 36 Other 4 (9) (6) Total $ 169 $ 178 $ 232 DEPRECIATION AND AMORTIZATION Specialties & Intermediates $ 63 $ 65 $ 60 Basic Chemicals & Polymers 41 36 35 Total $ 104 $ 101 $ 95 CAPITAL EXPENDITURES Specialties & Intermediates $ 69 $ 106 $ 90 Basic Chemicals & Polymers 104 105 56 Total $ 173 $ 211 $ 146
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