-----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, NwHlQH2YwGhDJp6vqaN1yJGGkzZSL9gauK6iLa1QSs+YkbcZeLmVPKjlQYkrK+MY jnoJ5BfH0zJb1Sozd327NQ== 0000100790-99-000035.txt : 19990628 0000100790-99-000035.hdr.sgml : 19990628 ACCESSION NUMBER: 0000100790-99-000035 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990625 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: 11-K SEC ACT: SEC FILE NUMBER: 001-01463 FILM NUMBER: 99652693 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 11-K 1 BASIC FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One): (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended December 31, 1998 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from to Commission file no. 2-61045 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: UNION CARBIDE CORPORATION 39 OLD RIDGEBURY ROAD DANBURY, CT 06817-0001 Total number of sequentially numbered pages in this filing including exhibits thereto: 20 THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES INDEX Page Financial Statements Statement of Net Assets Available for Benefits - December 31, 1998 and 1997 3 Statement of Changes in Net Assets Available for Benefits - Year Ended December 31, 1998 4 Notes to Financial Statements 5-10 Supplemental Schedules Line 27a - Schedule of Assets Held for Investment Purposes - December 31, 1998 11-15 Line 27d - Schedule of Reportable Transactions - Year Ended December 31, 1998 16 Signature 17 Independent Auditors' Report 18 Exhibit Index 19 -2- THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (millions of dollars)
As of December 31, 1998 1997 ASSETS Investments: Union Carbide Corporation Common Stock - 4,978,564 shares and 5,404,593 shares at market value......... $ 211.6 $ 232.1 Union Carbide Corporation Common Stock held by the ESOP - 14,564,984 shares and 15,370,245 shares at market value Unallocated....................................... 292.9 349.3 Allocated......................................... 326.3 310.7 Praxair, Inc. Common Stock - 1,192,630 shares and 1,315,250 shares at market value.................... 42.0 59.2 United States Savings Bonds at current redemption value............................................... 2.1 1.8 Short-term securities at market value................. 4.8 4.3 Investment in common/collective trust................. 1.6 - Fixed Income Fund - 9,135,968 units and 9,062,244 units - per unit value $84.21 and $79.14. 769.3 717.2 Fidelity Equity-Income Fund, managed for the Trustee by Fidelity Investments - 1,137,372 shares and 1,055,978 shares at market value.................... 63.2 55.4 Spartan U.S. Equity Index Fund, managed for the Trustee by Fidelity Investments - 2,351,447 shares and 2,016,765 shares at market value................ 103.4 70.6 Fidelity Magellan Fund, managed for the Trustee by Fidelity Investments - 868,396 shares and 775,773 shares at market value.............................. 104.9 73.9 Fidelity Contrafund, managed for the Trustee by Fidelity Investments - 1,263,440 shares and 1,136,953 shares at market value.............................. 71.8 53.0 Fidelity Growth Company Fund, managed for the Trustee by Fidelity Investments - 718,517 shares and 686,565 shares at market value.................. 36.7 29.7 Loans to participants................................... 59.1 58.9 Participants' contributions receivable.................. 0.1 0.9 Total assets............................ $2,089.8 $2,017.0 LIABILITIES Amounts payable to participants......................... $ - $ 0.3 ESOP loan payable to Union Carbide Corporation.......... 66.9 79.8 Other liabilities....................................... 3.8 3.0 Total liabilities....................... $ 70.7 $ 83.1 Net assets available for benefits....... $2,019.1 $1,933.9 The Notes to Financial Statements on pages 5 through 10 should be read in conjunction with this statement.
- 3 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1998 (millions of dollars)
Investment income: Dividends ....................................... $ 36.4 Interest ........................................ 51.1 87.5 Net change in appreciation of investments ......... 15.9 Contributions and deposits: Amounts deposited by participating employees .... 52.1 Amounts contributed by participating employers .. 8.5 Rollovers from previous employers' plans ........ 1.8 62.4 Allocation of ESOP Stock to participants .......... 51.8 Net additions .............................. 217.6 Withdrawals ....................................... (111.4) Administrative costs and expenses ................. (2.2) Interest expense on ESOP loan ..................... (7.6) Allocation of ESOP Stock to participants .......... (11.2) Net deductions ............................. (132.4) Net increase ...................................... 85.2 Net assets available for benefits at: Beginning of year .......................... 1,933.9 End of year ................................ $2,019.1 The Notes to Financial Statements on pages 5 through 10 should be read in conjunction with this statement.
- 4 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES NOTES TO FINANCIAL STATEMENTS Note 1 - Summary of Significant Accounting Policies Investments are stated at market value, based upon quoted market prices plus accrued income thereon, except for investments in United States Savings Bonds, which are carried at current redemption values; investments in common/ collective trusts, excluding the Columbus Circle Trust Company Funds which are part of the Fixed Income Fund, which are carried at cost which equals fair values; loans to participants, which are carried at face value, which approximates fair values; and certain investment contracts, which are carried at contract value. Fixed Income Fund investments consist of investment contracts with insurance companies, government, corporate and international securities, investments in common/collective trusts and Commercial Paper and Certificates of Deposit (see Note 6). Purchases and sales of investments are recorded on the trade date. Unrealized appreciation and depreciation of investments stated at market and fair values is recognized currently in the financial statements. Participants' accounts are credited with participant contributions and allocations of (a) Union Carbide Corporation (the "corporation" or "UCC") common stock held by the Employee Stock Ownership Plan ("ESOP") representing UCC matching contributions and, (b) investment fund earnings of the Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies (the "Program"). The allocation of investment fund earnings is based upon a participant's interest in a respective investment fund. The financial statements have been prepared on the accrual basis of accounting. The preparation of financial statements requires management to make estimates and assumptions that could affect the reported amounts of assets at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. Note 2 - Description of the Program The following brief description of the Program is provided for general information purposes only. Participants should refer to the Summary Plan Description. Employees may elect to have the corporation deduct and contribute from 1% to 17 1/2% of their compensation to the Program, subject to certain Internal Revenue Code ("IRC") restrictions (see Note 7). Deducted amounts, elected by employees, up to 7 1/2% of their compensation are considered basic deductions, while additional deductions greater than 7 1/2% to 17 1/2% (in 1/2 percentage point increments) of their compensation are considered supplemental deductions. Basic and supplemental deductions can be made on either an after-tax or a before-tax basis. An employee may also elect to make a supplemental deposit to the Program in cash on an after-tax basis. Eligible participants receive monthly allocations, based on a weighted average market price of UCC Common Stock, from the unallocated shares of UCC common stock held by the ESOP (see Note 4). This allocation, equal to 75% of their basic deductions, represents the UCC matching contribution. Employees vest in the UCC matching contributions upon allocation. The Program maintains two trusts, one related to the ESOP portion of the program ("ESOP Trust") and one related to the other investments (collectively the "trusts"). - 5 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES NOTES TO FINANCIAL STATEMENTS - (Continued) Note 3 - Investment Programs Participants have discretion over, and may invest their basic deductions and their supplemental deductions in 1/2 percentage point increments in any or all of: Union Carbide Corporation Common Stock, United States Savings Bonds, the Fixed Income Fund, the Fidelity Equity-Income Fund, the Spartan U.S. Equity Index Fund, the Fidelity Magellan Fund, the Fidelity Contrafund, the Fidelity Growth Company Fund, or the Discounted (UCC) Company Stock Fund. A participant may invest a supplemental deposit in any of these investment programs except for the Discounted Company Stock Fund. Investments in Praxair, Inc. ("Praxair") Common Stock are closed to new participants and existing participants are limited to selling and are prohibited from purchasing Praxair Common Stock through the Program. Dividends earned on Praxair Common Stock are reinvested in the Fixed Income Fund. Note 4 - Employee Stock Ownership Plan The ESOP is an integral part of the Program. The ESOP Trust owns shares of UCC Common Stock ("ESOP Stock"). The ESOP Stock which has not yet been allocated to participants' accounts secures a 15-year 10% loan maturing in 2005 payable to the corporation. The corporation makes contributions to the ESOP Trust (see Note 2) and dividend payments on the shares held by the ESOP. In turn, the ESOP Trust makes loan payments of interest and principal. As these payments are made, shares of ESOP Stock are released and available for allocation to eligible participants. Additional shares of ESOP Stock, representing the value of dividends earned on allocated shares, are credited quarterly to participants' accounts. Supplemental allocations of ESOP Stock are made to eligible employees based upon a profit sharing formula. The supplemental allocations are determined each year based on the corporation's quarterly returns on capital. For the years ended December 31, 1998 and 1997, the supplemental allocations of ESOP Stock totaled $23.8 million and $32.4 million, respectively. These amounts were included in the ESOP allocated balances at December 31, 1998 and 1997, respectively, and were credited to eligible employees' accounts in February of the subsequent year. Note 5 - Expenses Costs and expenses, if any, associated with the sale of UCC Common Stock, including stock held by the ESOP for a participant's account, are deducted from the proceeds. Similar costs and expenses associated with the purchase of UCC Common Stock are charged to participants' accounts. Fees of the trustees and investment managers are paid by the Program. For the year ended December 31, 1998, the Program paid certain administrative costs and recordkeeping expenses of the Program. The corporation paid those expenses not borne by the Program. - 6 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES NOTES TO FINANCIAL STATEMENTS - (Continued) Note 6 - Fixed Income Fund The Fixed Income Fund investments consist of investment contracts with insurance companies, government, corporate and international securities and investments in common/collective trusts and Commercial Paper and Certificates of Deposit. The Fixed Income Fund in 1997 and 1998 included two bond portfolios actively managed by Pacific Investment Management Company and Jennison Associates Capital Corporation. In April 1998, funds were transferred from a common/collective trust to a third bond portfolio, actively managed by NISA Investment Advisors, L.L.C. The three portfolios consist of government, corporate and international investment grade securities. Pacific Life Insurance Company (previously Pacific Mutual Life Insurance Company), The Prudential Insurance Company of America and Greenwich NatWest were contracted to provide, in most instances, liquidity guarantees ("wrapper insurance") of these three bond portfolios in the event that participant book value withdrawals exceed 5% of the market value of the portfolios at the beginning of the calendar quarter. The following is a summary of the Fixed Income Fund. Contract value represents original deposits under the contract credited with contractual earnings and charged for withdrawals. The contract value reported for contracts with insurance companies generally approximates fair value. Certain prior year amounts have been reclassified to conform to the current year's presentation. Fund Investments
Carrying Value December 31, 1998 1997 (millions of dollars) Contracts with Insurance Companies, at contract value.. $131.5 $239.9 Investments in common/collective trusts................ 90.1 98.4 Investments managed by Investment Firms under Wrapper Insurance: Government Securities, valued at market............ 250.9 215.9 Corporate Securities, valued at market............. 282.5 183.1 International Securities, denominated in U.S. dollars, valued at market................... 19.0 8.6 Commercial Paper, Certificates of Deposit and U.S. Treasury Bills................................... 9.0 0.3 Investment in common/collective trust.............. 20.5 20.0 Unsettled purchase and sale transactions........... (19.0) (43.2) Wrapper Insurance.................................. (15.2) (5.8) Total Investments managed by Investment Firms.......... 547.7 378.9 Total Fixed Income Fund................................ $769.3 $717.2
The average yield ranged from 6.00% to 8.67% and 6.11% to 8.63% for the years ended December 31, 1998 and 1997, respectively. The crediting interest rates, the fixed rates of return for the contracts, ranged from 5.295% to 7.80% and 5.80% to 7.80% as of December 31, 1998 and 1997, respectively. - 7 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES NOTES TO FINANCIAL STATEMENTS - (Continued) Note 6 - Fixed Income Fund - (Continued) The crediting interest rates for contracts with certain insurance companies are determined at inception of the contracts. For those contracts that provide for fluctuations in their crediting interest rates, the rates are reset annually and are based on an agreed-upon method. The crediting interest rates for the investments managed by investment firms under wrapper insurance are reset quarterly and are based on such factors as the individual bond portfolio's book value, duration, market value and current yield. Additionally, the contract with The Prudential Insurance Company of America establishes a minimum annual crediting interest rate each quarter. The contract provides that in no quarter shall the annual crediting interest rate be less than 2.0%. Note 7 - Income Tax Status The corporation received a determination letter from the Internal Revenue Service dated May 30, 1995 stating that the Program and related trusts are designed in accordance with applicable sections of the IRC. The Program has been amended since receiving the determination letter. The Program administrator and the Program's tax counsel believe that the Program is designed and is currently being operated in compliance with the applicable requirements of the IRC. Participant elective tax deferred contributions for the 401(k) portion of the Program are subject to an annual maximum amount allowed by the IRC, which was $10,000 in 1998. Employees are not subject to income tax on their salary reduction contributions to the 401(k) portion of the Program, corporation payments or other accumulations in their accounts until a distribution is made from the Program. Employee after-tax contributions are generally not subject to income tax upon distribution from the Program. An employee may withdraw an amount equal to his/her after-tax contributions made prior to 1987 without incurring any income tax. However, in the case of employee after-tax contributions made after 1986, an employee may exclude from income only the portion of the distribution that bears the same ratio to the total distribution as the employee's after-tax contributions bears to the total value of the employee's account. For employees making deferred contributions to the Program in accordance with IRC Section 401(k), distributions are generally taxed as ordinary income subject to special tax treatment afforded certain distributions that qualify as lump sum distributions under the IRC. Note 8 - Allocation of Changes in Net Assets Available for Benefits by Investment Program The allocation of changes in net assets available for benefits by investment program for the year ended December 31, 1998 is as follows: - 8 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES NOTES TO FINANCIAL STATEMENTS - (Continued) Note 8 - Allocation Of Changes in Net Assets Available for Benefits By Investment Program (Continued)
For the Year Ended December 31, 1998 (millions of dollars) Dis- ESOP counted Unal- Total UCC Company ESOP located U.S. Fixed Savings Common Stock Allo- and Savings Income Program Stock Fund cated Other Bonds Fund Investment income: Dividends............................... $ 36.4 $ 4.3 $ - $ 6.3 $ 7.1 $ - $ - Interest................................ 51.1 - - - 0.1 0.1 47.0 87.5 4.3 - 6.3 7.2 0.1 47.0 Net change in appreciation (depreciation) of investments........... 15.9 8.3 2.0 (4.2) (39.0) - - Contributions and deposits: Amounts deposited by participating employees............................. 52.1 0.9 17.6 - - 0.1 18.5 Amounts contributed by participating employers............................. 8.5 - - - 8.5 - - Rollovers from previous employers' plans................................. 1.8 0.2 - - - - 0.3 62.4 1.1 17.6 - 8.5 0.1 18.8 Allocation of ESOP Stock to participants.. 51.8 - - 51.8 - - - Loan repayments (including interest)...... - 2.8 - - - 0.1 20.7 Net additions (deductions)......... 217.6 16.5 19.6 53.9 (23.3) 0.3 86.5 Withdrawals............................... (111.4) (7.2) (1.9) (20.3) - (0.1) (62.0) Administrative costs and expenses......... (2.2) - - - (0.6) - (1.6) Interest expense on ESOP loan............. (7.6) - - - (7.6) - - Allocation of ESOP Stock to participants.. (11.2) - - - (11.2) - - Loans to participants..................... - (1.9) (0.8) (1.3) - - (18.1) Transfers among investment programs....... - (31.2) (13.6) (16.7) - 0.1 47.3 Net (deductions) additions......... (132.4) (40.3) (16.3) (38.3) (19.4) - (34.4) Net increase (decrease)................... 85.2 (23.8) 3.3 15.6 (42.7) 0.3 52.1 Net assets available for benefits at: Beginning of year....................... 1,933.9 140.8 91.3 310.7 271.4 1.8 717.2 End of year............................. $2,019.1 $117.0 $ 94.6 $326.3 $228.7 $ 2.1 $769.3 Spartan Fidel- Fidelity U.S. Fidel- ity Equity- Equity Fidelity ity Growth Praxair Income Index Magellan Contra- Company Common Fund Fund Fund Fund Fund Loans Stock Investment income: Dividends............................... $ 3.6 $ 1.9 $ 4.8 $ 5.3 $ 2.5 $ - $ 0.6 Interest................................ - - - - - 3.9 - 3.6 1.9 4.8 5.3 2.5 3.9 0.6 Net change in appreciation (depreciation) of investments........... 3.2 19.8 20.7 11.4 5.3 - (11.6) Contributions and deposits: Amounts deposited by participating employees............................. 3.0 3.2 3.9 3.0 1.9 - - Amounts contributed by participating employers............................. - - - - - - - Rollovers from previous employers' plans................................ 0.2 0.2 0.3 0.4 0.2 - - 3.2 3.4 4.2 3.4 2.1 - - Allocation of ESOP Stock to participants.. - - - - - - - Loan repayments (including interest)...... 0.7 1.0 1.6 1.0 0.5 (28.4) - Net additions (deductions)......... 10.7 26.1 31.3 21.1 10.4 (24.5) (11.0) Withdrawals............................... (3.2) (5.2) (2.9) (2.5) (1.0) (1.5) (3.6) Administrative costs and expenses......... - - - - - - - Interest expense on ESOP loan............. - - - - - - - Allocation of ESOP Stock to participants.. - - - - - - - Loans to participants..................... (0.6) (0.7) (1.3) (0.8) (0.5) 26.2 (0.2) Transfers among investment programs....... 0.9 12.6 3.9 1.0 (1.9) - (2.4) Net (deductions) additions......... (2.9) 6.7 (.3) (2.3) (3.4) 24.7 (6.2) Net increase (decrease)................... 7.8 32.8 31.0 18.8 7.0 0.2 (17.2) Net assets available for benefits at: Beginning of year....................... 55.4 70.6 73.9 53.0 29.7 58.9 59.2 End of year............................ $ 63.2 $103.4 $104.9 $ 71.8 $ 36.7 $ 59.1 $ 42.0
- 9 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES NOTES TO FINANCIAL STATEMENTS - (Continued) Note 9 - Year 2000 Disclosure (unaudited) The corporation developed and implemented remediation plans to ensure that the computer and related systems used by the corporation for the Program will be Year 2000 compliant and function properly with respect to dates in Year 2000 and thereafter. The remediation work for the Program was completed during the first quarter of 1999 using external and internal resources and the corporation expects all Program systems to continue to be operational in the future. The corporation does not anticipate that any additional effort regarding the Program's hardware and software will be necessary. The corporation continues to communicate with its service providers such as custodians, trustees, and investment managers, to assess their ability to meet obligations to the Program in the Year 2000. All the Program's service providers have indicated that they are either currently prepared to meet their obligations to the Program or that they are actively remediating their systems in order to meet obligations in the Year 2000. The corporation is developing a contingency plan should the Program's or the service providers' computer systems not function as expected. Reasonable worst-case scenarios include, but are not limited to, a malfunction of the Program's or a service provider's system, including shutdowns which may prevent processing of contributions, withdrawals, crediting of investment income and/or transactions between funds. - 10 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (millions of dollars)
December 31, 1998 Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Current Value * Union Carbide Corporation Common Stock, Par Value $1.00, Annual Dividend $0.90 $157.6 $211.6 * Union Carbide Corporation Common Stock (ESOP-Unallocated), Par Value $1.00, Annual Dividend $0.90 61.9 292.9 * Union Carbide Corporation Common Stock (ESOP-Allocated), Par Value $1.00, Annual Dividend $0.90 196.4 326.3 Praxair, Inc. Common Stock, Par Value $0.01, Annual Dividend $0.50 14.2 42.0 United States Government Series E Savings Bonds, $0.1 0.1 0.1 United States Government Series EE Savings Bonds, $2.9 1.4 2.0 Fidelity Investments Equity-Income Fund 40.7 63.2 Fidelity Investments Spartan U.S. Equity Index Fund 55.8 103.4 Fidelity Investments Magellan Fund 51.2 104.9 Fidelity Investments Contrafund 43.8 71.8 Fidelity Investments Growth Company Fund 23.8 36.7 State Street Bank and Trust Company Short-term Investment Fund, Interest Rate 4.89%, $4.8 4.8 4.8 Chase Manhattan Bank Enhanced Cash Investment Fund, Interest Rate 5.303%, $1.6 1.6 1.6 * Union Carbide Corporation Participant Loans, 6.20% - 9.40%, Various Maturity Dates, $59.1 - 59.1 Fixed Income Fund: (Where no interest rate is stated, rate is floating.) Contracts with Insurance Companies: Metropolitan Life Insurance Company Contract No. 1583, 6.00%, $28.8 $28.8 $28.8 Continental Assurance Company Contract No. GP-24019-006, 6.69%, Due 10/28/99, $57.5 57.5 57.5 AUSA Life Insurance Company Contract No. UDA00001FR, 6.44%, Due 7/14/00, $45.2 45.2 45.2 Total Contracts with Insurance Companies $131.5 $131.5 Investment in common/collective trusts: Columbus Circle Trust Company Trust Advisors Stable Value Plus Fund, Interest Rate 6.50%, $15.2 $14.6 $15.2 Chase Manhattan Bank Enhanced Cash Investment Fund, Interest Rate 5.303%, $95.4 95.4 95.4 Total investment in common/collective trusts $110.0 $110.6 Government Securities: United States Government U.S. Treasury Bond, 0.00%, Due 10/06/01, $2.9 $2.4 $2.5 United States Government Tennessee Valley Authority Note, 6.235%, Due 7/15/45, $4.9 4.9 5.3 United States Government U.S. Treasury Note, 0.00%, Due 8/15/01, $4.1 3.7 3.7 United States Government U.S. Treasury Note, 0.00%, Due 11/15/01, $15.8 13.4 13.9 United States Government U.S. Treasury Bond, 7.875%, Due 2/15/21, $1.4 1.8 1.8 United States Government U.S. Treasury Bond, 12.00%, Due 8/15/13, $2.3 3.5 3.6 United States Government U.S. Treasury Note, 7.50%, Due 11/15/01, $3.4 3.7 3.7 United States Government FHLMC Multiclass, 3.50%, Due 11/15/07, $3.9 3.4 3.5 United States Government FHLMC Multiclass, 6.00%, Due 2/15/09, $3.3 2.9 3.3 United States Government FHLMC Multiclass, 9.00%, Due 12/15/05, $0.6 0.6 0.6 United States Government FNMA Gtd Remic Pass, 5.85%, Due 9/16/28, $2.0 2.0 2.0 United States Government FNMA Gtd Remic Pass, Due 9/25/00, $2.3 2.2 2.3 United States Government FNMA Gtd Remic Pass, Due 9/17/07, $2.3 2.4 2.5 United States Government FMAC Loan Receivables Tr Nt Ser 1998-D, 6.729%, Due 12/15/19, $0.6 0.6 0.6 United States Government Student Loan Marketing Assn MTN, 9.40%, Due 5/31/02, $0.9 0.9 0.9 United States Government U.S. Treasury Note, Due 7/15/02, $6.0 6.1 6.2 United States Government FHLMC Corp PC 846183, Due 1/1/24, $3.0 3.0 3.0 United States Government FHLMC Gold PC C80374, 8.00%, Due 1/1/26, $0.1 0.1 0.1 United States Government FHLMC Gold PC D60672, 8.00%, Due 6/1/25, $0.1 0.1 0.1 United States Government FHLMC Gold PC D62854, 8.00%, Due 8/1/25, $0.1 0.1 0.1 United States Government FHLMC Gold PC G00922, 6.00%, Due 4/1/28, $2.0 1.9 1.9 United States Government FHLMC Gold PC G00943, 6.00%, Due 6/1/28, $2.2 2.1 2.2 United States Government FHLMC Gold PC G00947, 6.00%, Due 6/1/28, $0.9 0.9 0.9 United States Government FNMA Pass-Through Certificate 0031848, Due 8/1/26, $0.3 0.4 0.4 United States Government FNMA Pass-Through Certificate 0048067, Due 10/1/25, $0.7 0.7 0.7 United States Government FNMA Pass-Through Certificate 0058646, Due 11/1/16, $0.3 0.3 0.3 United States Government FNMA Pass-Through Certificate 0060680, Due 2/1/28, $0.5 0.5 0.5 United States Government FNMA Pass-Through Certificate 0061661, Due 5/1/16, $0.5 0.5 0.5 United States Government FNMA Pass-Through Certificate 0062688, Due 5/1/28, $1.5 1.5 1.5 United States Government FNMA Pass-Through Certificate 0066859, 9.07%, Due 4/1/16, $0.6 0.6 0.6 United States Government FNMA Pass-Through Certificate 0072166, Due 5/1/28, $0.1 0.1 0.1 United States Government FNMA Pass-Through Certificate 0103185, 9.336%, Due 7/1/20, $0.5 0.5 0.5 United States Government FNMA Pass-Through Certificate 0112511, 9.233%, Due 9/1/20, $0.1 0.1 0.1 United States Government FNMA Pass-Through Certificate 013204, Due 6/1/25, $0.5 0.5 0.5 United States Government FNMA Pass-Through Certificate 013205, Due 7/1/25, $1.6 1.6 1.6 United States Government FNMA Pass-Through Certificate 029139, Due 7/1/26, $0.8 0.8 0.8 United States Government FNMA Pass-Through Certificate 040069, Due 11/1/16, $0.1 0.1 0.1 * Party-in-interest to the Program. - 11 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED) (million of dollars) December 31, 1998 Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Current Value United States Government FNMA Pass-Through Certificate 041732, Due 2/1/27, $0.5 0.5 0.5 United States Government FNMA Pass-Through Certificate 047935, Due 5/1/27, $0.5 0.5 0.5 United States Government FNMA Pass-Through Certificate 054844, Due 9/1/27, $0.2 0.2 0.2 United States Government FNMA Pass-Through Certificate 055315, Due 10/1/17, $0.2 0.2 0.2 United States Government FNMA Pass-Through Certificate 067694, Due 10/1/28, $0.7 0.7 0.7 United States Government FNMA Pass-Through Certificate 072163, Due 2/1/28, $0.7 0.7 0.7 United States Government FNMA Pass-Through Certificate 291254, Due 8/1/24, $0.3 0.3 0.4 United States Government FNMA Pass-Through Certificate 300309, Due 12/1/24, $1.4 1.4 1.4 United States Government FNMA Pass-Through Certificate 303298, Due 1/1/25, $1.3 1.3 1.4 United States Government FNMA Pass-Through Certificate 313371, 0.00%, Due 8/1/29, $0.3 0.3 0.3 United States Government FNMA Pass-Through Certificate 313769, 6.139%, Due 5/1/36, $0.6 0.6 0.6 United States Government GNMA II Custom 080022, Due 12/20/26, $2.2 2.2 2.2 United States Government GNMA II Jumbo 008089, Due 12/20/22, $3.7 3.8 3.8 United States Government GNMA II Jumbo 008830, Due 3/20/26, $1.1 1.1 1.1 United States Government GNMA II Jumbo 008909, Due 7/20/25, $3.2 3.0 3.2 United States Government GNMA 008781, Due 1/20/26, $1.7 1.7 1.8 United States Government GNMA 008913, Due 7/20/26, $2.4 2.4 2.5 United States Government GNMA TBA, 6.50%, Due 1/15/49, $17.4 17.5 17.5 United States Government FHLMC Gold C12729, 6.00%, Due 7/1/28, $1.0 1.0 1.0 United States Government FHA Project, 7.46%, Due 8/25/23, $4.6 4.6 4.8 United States Government Student Loan Marketing Assn Ln Tr, Due 7/25/04, $3.4 3.4 3.4 United States Government FHLMC Multiclass, 9.05%, Due 6/15/19, $0.7 0.8 0.8 United States Government FHLMC Multiclass, 6.40%, Due 12/15/17, $5.2 5.2 5.2 United States Government FHLMC Multiclass, 6.50%, Due 7/15/17, $2.6 2.6 2.6 United States Government FHLMC Multiclass, 6.50%, Due 7/15/21, $6.5 6.0 6.5 United States Government FHLMC Multiclass, 7.00%, Due 9/15/21, $4.7 2.3 0.4 United States Government FHLMC Multiclass, 7.00%, Due 8/15/22, $1.6 1.6 1.7 United States Government FNMA Gtd Remic Pass, 6.50%, Due 7/18/12, $9.5 9.5 9.7 United States Government FNMA Gtd Remic Pass, 7.00%, Due 11/25/06, $0.7 0.2 0.1 United States Government FNMA Gtd Remic Pass, 8.00%, Due 7/25/20, $0.1 0.1 0.1 United States Government FNMA Gtd Remic Pass, 8.00%, Due 12/25/06, $6.8 7.2 7.1 United States Government FHLB Cons Bd, 5.53%, Due 2/3/00, $3.6 3.6 3.7 United States Government FHLMC, 5.75%, Due 4/15/08, $0.8 0.8 0.8 United States Government FHLMC, 5.75%, Due 7/15/03, $4.6 4.6 4.8 United States Government FHLMC Deb, 4.75%, Due 12/14/01, $0.9 0.9 0.9 United States Government FHLB, 5.125%, Due 9/15/03, $0.3 0.3 0.3 United States Government FNMA MTN, 5.75%, Due 2/15/08, $0.3 0.3 0.3 United States Government FNMA MTN, 6.67%, Due 8/1/01, $0.7 0.7 0.7 United States Government FNMA MTN, 5.50%, Due 1/8/04, $0.8 0.8 0.8 United States Government FNMA MTN, 6.16%, Due 5/8/03, $0.8 0.8 0.8 United States Government U.S. Treasury Note, 4.75%, Due 11/15/08, $1.1 1.1 1.1 United States Government U.S. Treasury Note, 5.75%, Due 11/15/00, $3.2 3.2 3.3 United States Government U.S. Treasury Note, 6.25%, Due 1/31/02, $18.1 18.5 19.4 United States Government U.S. Treasury Note, 6.625%, Due 5/15/07, $2.3 2.6 2.6 United States Government U.S. Treasury Note, 7.75%, Due 11/30/99, $18.3 19.0 19.0 United States Government U.S. Treasury Note, 7.875%, Due 8/15/01, $0.4 0.4 0.4 United States Government U.S. Treasury Note, 7.875%, Due 11/15/04, $0.5 0.6 0.6 United States Government U.S. Treasury Note, 6.50%, Due 10/15/06, $2.0 2.2 2.3 United States Government U.S. Treasury Bond, 12.75%, Due 11/15/10, $6.7 9.9 9.9 United States Government U.S. Treasury Bond, 9.125%, Due 5/15/09, $5.5 6.7 6.7 United States Government U.S. Treasury Bond, 12.50%, Due 8/15/14, $1.6 2.7 2.7 United States Government FHLMC Multiclass, 5.50%, Due 3/15/07, $1.3 1.3 1.3 United States Government FHLMC Multiclass, 5.75%, Due 3/15/07, $0.7 0.7 0.7 United States Government FHLMC Multiclass, 5.75%, Due 11/15/17, $0.4 0.4 0.4 United States Government FNMA Gtd Remic Pass, 5.40%, Due 12/25/06, $4.2 4.2 4.2 United States Government FHLMC Gold Remic, 5.70%, Due 8/15/07, $2.7 2.7 2.7 United States Government FHLMC Gold Remic, 6.50%, Due 9/15/05, $1.0 1.0 1.0 United States Government FHLMC Gold Remic, 6.50%, Due 11/15/04, $1.1 1.1 1.1 United States Government FNMA Gtd Remic Pass, 6.74%, Due 8/25/07, $2.1 2.2 2.2 San Diego County, California Pension Obligation, 6.38%, Due 8/15/03, $0.8 0.9 0.9 Total Government Securities $248.0 $250.9 Corporate Securities: Associates Corp. N.A. Bond, 5.875%, Due 7/15/02, $2.0 $2.0 $2.0 Beneficial Corp. Medium Term Note, 6.60%, Due 6/22/01, $2.9 2.9 3.0 CIT Group Holdings Inc. Medium Term Sr. Note, 7.125%, Due 6/17/02, $1.6 1.6 1.6 Columbia University Medium Term Note, 8.65%, Due 2/21/03, $0.8 0.9 0.9 Com Ed Trans Fund Tr 98-1 A6 Bond, 5.63%, Due 6/25/09, $2.6 2.6 2.6 Financing Corp. Cpn FICO Strips Ser 19, 0.00%, Due 6/6/03, $4.3 3.5 3.5 Ford Capital B V Gtd Note, 9.50%, Due 7/1/01, $1.7 1.9 1.9 Ford Motor Credit Co. Medium Term Note, 6.11%, Due 12/28/01, $3.2 3.1 3.3 Ford Motor Credit Co. Note, 6.50%, Due 2/28/02, $2.7 2.7 2.8 General Electric Cap. Corp. Medium Term Note, 5.13%, Due 4/1/04, $1.8 2.0 2.1 * Party-in-interest to the Program. - 12 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED) (millions of dollars) December 31, 1998 Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Current Value Heller Financial Inc. Bond, 6.25%, Due 3/1/01, $1.9 1.9 2.0 Household Fin. Corp. Note, 5.875%, Due 9/25/04, $2.1 2.1 2.1 McDonalds Corp. Note, 6.00%, Due 6/23/12, $2.4 2.4 2.4 Penn. Power & Light Co. First Mortgage, 6.00%, Due 6/1/00, $4.5 4.5 4.6 Prime Property Funding II Inc. Note 144A, 6.80%, Due 8/15/02, $2.3 2.3 2.4 Sears Roebuck Accep. Corp. Medium Term Note, 6.80%, Due 10/09/02, $1.9 1.9 2.0 Toyota Motor Credit Corp. Shelf 1, 5.50%, Due 9/17/01, $1.9 1.9 2.0 Worldcom Inc. Note, 6.125%, Due 8/15/01, $4.7 4.7 4.9 Xerox Corp. Medium Term Note, 5.91%, Due 4/1/37, $4.5 4.5 4.7 3M ESOP Bond, 5.62%, Due 7/15/09, $2.0 2.0 2.0 Advanta Credit Card Master Trust Asset Backed Security 96-A, 6.00%, Due 11/15/05, $2.2 2.2 2.3 Advanta Mortgage Loan Trust Asset Backed Security 94-1, 6.30%, Due 7/25/25, $1.2 1.2 1.2 Armresco Residential Securities Mtg Ln, 5.94%, Due 10/25/03, $3.5 3.5 3.5 BankAmerica Mfg. Hsg. Asset Backed Security, 6.195%, Due 6/10/10, $3.7 3.7 3.7 Ford Credit Auto Owner Trust Asset Backed Security 1998-C A4, 5.81%, Due 3/15/02, $2.3 2.3 2.4 California Infrastructure & Edl Dev Asset Backed Security, 6.48%, Due 12/26/09, $2.3 2.3 2.4 Daimler-Benz Auto Grantor Trust, 6.05%, Due 3/31/05, $2.5 2.5 2.5 First NBC Credit Card Master Trust Asset Backed Security, 6.15%, Due 9/15/04, $3.8 3.7 3.9 Ford Credit Auto Loan Master Trust Bond, 5.50%, Due 2/15/03, $5.0 5.0 5.1 Ford Credit Auto Owner Trust Bond, 6.30%, Due 1/15/01, $4.0 4.0 4.0 Green Tree Financial Corp. Asset Backed Security, 6.42%, Due 5/15/29, $2.9 2.9 3.0 Honda Auto Grantor Trust, 5.95%, Due 5/15/03, $2.1 2.1 2.1 MBNA Master Credit Card Trust Asset Backed Security, 6.55%, Due 1/15/07, $4.2 4.2 4.4 Metris Master Trust Asset Backed Security, 6.87%, Due 10/20/05, $2.7 2.7 2.9 PNC Student Loan Trust Asset Backed Security, 6.728%, Due 1/25/07, $1.7 1.7 1.8 Armresco Residential Securities Mtg Ln, 7.21%, Due 6/25/25, $3.4 3.5 3.5 Chase Comm. Mtg. Sec. Corp. CMO Remic, 6.39%, Due 11/18/08, $1.8 1.8 1.8 Credit Suisse First Boston Mt Corp. CMO Remic, 6.30%, Due 11/11/30, $0.8 0.8 0.8 Credit Suisse First Boston Mt Corp. CMO Remic, 6.96%, Due 6/20/29, $2.0 2.0 2.1 Nynex Corp. Debenture, 9.55%, Due 5/1/10, $1.3 1.4 1.6 Oakwood Mtg. Invs. Inc. CMO Remic, 6.90%, Due 1/15/21, $2.3 2.3 2.4 LB Mortgage Trust Mortgage Pass-Through Certificate 1992-1, 7.809%, Due 1/15/09, $2.2 2.2 2.4 AT&T Cap. Corp. Medium Term Note, 6.26%, Due 2/18/99, $3.7 3.7 3.8 AMR Corp. Debenture, 10.00%, Due 2/1/01, $0.3 0.3 0.3 AMR Corp. Medium Term Note, 9.125%, Due 10/24/01, $1.3 1.4 1.4 Capital One Bank Medium Term Bank Sr. Note, 7.20%, Due 7/19/99, $2.4 2.4 2.5 Chrysler Financial Corp. Medium Term Note, 5.60%, Due 1/21/99, $1.5 1.5 1.6 Commonwealth Edison Co. First Mortgage S-79, 9.125%, Due 10/15/21, $1.0 1.1 1.1 Ford Motor Credit Co. Bond, Due 8/27/01, $2.2 2.2 2.2 Ford Motor Credit Co. Medium Term Note, Due 8/14/00, $5.0 5.0 5.0 GMAC Medium Term Note, Due 12/17/01, $4.5 4.5 4.5 Heller Financial Inc. Medium Term Note, Due 9/25/00, $1.4 1.4 1.4 Heller Financial Inc. Medium Term Note, 5.75%, Due 9/25/00, $1.5 1.5 1.5 Household Finance Co. Bond, Due 6/24/03, $2.7 2.7 2.7 Lehman Brothers Holdings Inc. Medium Term Note, Due 1/18/00, $5.0 5.0 5.0 Lehman Brothers Holdings Inc. Medium Term Note, 6.65%, Due 11/8/00, $1.4 1.4 1.5 MBNA America Bank Bond, Due 12/10/02, $2.0 2.0 2.0 MCI Communications Corp. Note, 6.125%, Due 4/15/02, $2.0 2.0 2.1 Merrill Lynch & Co. Medium Term Note, Due 11/9/01, $6.0 6.0 6.0 Ohio Edison Co. First Mtg, 6.875%, Due 9/15/99, $1.5 1.5 1.6 Philip Morris Cos. Inc. Bond, 7.00%, Due 7/15/05, $3.0 3.1 3.3 Philip Morris Cos. Inc. Note, 7.25%, Due 9/15/05, $2.0 2.1 2.1 Reilly Mortgage Associates LLP FHA Partnership Certificate, 7.45%, Due 10/1/23, $1.4 1.4 1.5 Reilly Mortgage Associates LLP Pass-Through Certificate, Due 2/1/23, $1.7 1.7 1.7 RJR Nabisco, Inc. Note, 8.625%, Due 12/1/02, $6.6 6.7 6.9 Salomon, Inc. Medium Term Senior Note, Due 4/5/99, $2.5 2.5 2.5 TCI Communications Inc. Medium Term Note, Due 4/3/02, $1.5 1.5 1.5 Time Warner, Inc. Debenture, 8.11%, Due 8/15/06, $0.6 0.5 0.7 Time Warner, Inc. Debenture, 8.18%, Due 8/15/07, $0.6 0.5 0.7 Time Warner, Inc. Note, 7.975%, Due 8/15/04, $0.3 0.3 0.3 Waste Management Note, 6.625%, Due 7/15/02, $1.9 1.9 2.0 Green Tree Financial Corp. Asset Backed Security, Due 8/15/29, $1.0 1.0 1.0 Pacificamerica Home Equity Asset Backed Security Ln Ser, Due 3/25/28, $3.4 3.4 3.4 CWFC CMO Remic, 6.00%, Due 5/25/09, $3.7 3.7 3.7 AFC Mtg Ln Tr 1996-3, 7.48%, Due 2/25/27, $2.1 2.1 2.1 DLJ Mortgage Accept. Corp. Mortgage Pass-Through Certificate, Due 12/25/22, $0.9 0.9 0.9 GMAC Commercial Mtg. Sec. Inc. Pass-Through Certificate, 6.70%, Due 3/15/08, $1.5 1.5 1.6 Greenwich Cap. Accept., Inc. Mortgage Pass-Through Certificate, Due 1/25/23, $0.4 0.4 0.5 Housing Secs. Inc. Mortgage Pass-Through Certificate, 6.50%, Due 7/25/09, $7.9 7.9 8.0 Mtg Ln Asset Backed Pass Through Certificate, Due 6/25/28, $2.2 2.2 2.2 Ryland Mortgage Sec. Corp. Collateralized Mortgage Bond, 8.10%, Due 6/25/23, $2.2 2.3 2.3 Sears Mortgage Sec. Corp. Mortgage Pass-Through Certificate, Due 4/25/23, $0.5 0.5 0.5 Resolution Trust Corporation Mortgage Pass-Through Security, Due 1/25/20, $0.8 0.8 0.8 Avalon Bay Community Inc. Senior Note, 6.80%, Due 7/15/06, $0.8 0.8 0.8 Bayerische Landesbank Bond, 6.375%, Due 10/15/05, $2.7 2.9 2.9 Cendant Corp. Bond, 7.75%, Due 12/1/03, $2.3 2.3 2.3 * Party-in-interest to the Program. - 13 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED) (millions of dollars) December 31, 1998 Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Current Value Commercial Net Lease Realty Inc. Note, 7.125%, Due 3/15/08, $0.4 0.4 0.4 Continental Airlines Pass-Through Security, 6.41%, Due 4/15/07, $2.0 2.0 2.0 Corporate Property Invs. Note, 7.75%, 8/15/04, $0.8 0.8 0.8 Duke Realty LLP Note, 6.75%, Due 5/30/08, $0.2 0.2 0.2 Enron Corp. Note, 6.725%, Due 11/15/37, $0.7 0.7 0.7 EOP Oper. Ltd. Partnership Note, 6.50%, Due 6/15/04, $0.8 0.8 0.8 ERP Oper. Ltd. Partnership Bond, 6.63%, Due 4/13/05, $0.8 0.8 0.8 ERP Oper. Ltd. Partnership Note, 7.57%, Due 8/15/26, $1.0 1.0 1.0 First Union Corp. Note, 6.55%, Due 10/15/35, $0.5 0.6 0.6 Ford Motor Credit Co. Note, 6.55%, Due 9/10/02, $0.3 0.3 0.3 GE Cap. Corp. Bond, 6.50%, Due 11/1/06, $1.9 2.0 2.1 GMAC Bond, 5.75%, Due 11/10/03, $1.6 1.6 1.6 Goldman Sachs Group LLP Bond, 7.20%, Due 3/1/07, $0.3 0.3 0.3 Goldman Sachs Group LLP Note, 6.75%, Due 2/15/06, $0.8 0.8 0.9 GTE Corp. Bond, 9.375%, Due 12/1/00, $0.5 0.5 0.5 Household Netherland BV Bond, 6.20%, Due 12/1/03, $1.4 1.4 1.4 Hrpt Properties Trust Senior Note, 6.875%, 8/26/02, $1.1 1.1 1.1 Lehman Brothers Holdings Inc. Note, 7.375%, Due 5/15/07, $0.2 0.2 0.2 McDonalds Corp. Bond, 5.90%, Due 5/11/01, $1.2 1.2 1.2 Metropolitan Life Ins. Co. Note, 6.30%, Due 11/1/03, $1.0 1.0 1.0 Nationsbank Corp. Senior Note, 6.375%, Due 5/15/05, $2.1 2.2 2.2 News America Inc. Senior Note, , 6.75%, Due 1/9/38, $0.7 0.7 0.7 Owens Corning Note, 7.70%, Due 5/1/08, $0.5 0.5 0.6 Pacificorp Bond, 7.00%, Due 7/15/09, $0.4 0.4 0.4 Prudential Ins. Co. Amer. Note, 7.65%, Due 7/1/07, $0.8 0.9 0.9 Racers Kellogg Restructured Asset Certificate, 5.75%, 2/2/01, $1.5 1.5 1.6 Rite Aid Corp. Bond, 6.00%, Due 10/1/03, $0.4 0.4 0.4 Salomon, Inc. Note, 7.30%, Due 5/15/02, $1.0 1.0 1.1 Simon Debartolo Group Inc. Note, 6.875%, Due 11/15/06, $0.3 0.3 0.3 Simon Debartolo Group LLP. Note, 7.00%, Due 6/15/28, $0.8 0.8 0.8 Simon Debartolo Group LLP. Note, 6.875%, Due 10/27/05, $0.5 0.5 0.5 Star Banc Corp. Bond, 5.875%, Due 11/1/03, $0.7 0.7 0.7 Sum Comtys Oper. Ltd. Partnership Bond, 6.77%, Due 5/14/15, $0.3 0.3 0.3 Tyco Intl. Group Note, 6.125%, Due 11/1/08, $1.3 1.3 1.4 Walmart Stores Inc. Bond, 5.85%, Due 6/1/00, $2.0 2.0 2.1 Walt Disney Co. Medium Term Note, 5.62%, Due 12/1/08, $0.6 0.6 0.6 Westdeutsche Landesbank Bond, 6.75%, Due 6/15/05, $0.3 0.3 0.3 Xerox Credit Corp. Bond, 5.40%, Due 9/11/00, $1.0 1.0 1.0 American Express Credit Asset Backed Security, 6.80%, Due 12/15/03, $2.0 2.0 2.1 California Infrastructure & Edl Dev Asset Backed Security, 6.42%, Due 9/25/08, $3.5 3.5 3.6 Capita Equip. Receivables Trust 1996-1, 6.28%, Due 6/15/00, $1.1 1.1 1.1 Capita Equip. Receivables Trust 1997-1, 6.19%, Due 2/15/02, $1.5 1.5 1.5 Chase Credit Card Master Trust Asset Backed Security, 6.30%, Due 4/15/03, $1.2 1.2 1.2 Chase Manhattan Auto Owner Trust Asset Backed Security, 5.80%, Due 2/17/03, $2.3 2.2 2.3 Consumer Trust Asset Backed Security, 6.05%, Due 5/15/01, $0.9 0.9 0.9 Discover Card Master Trust Asset Backed Security, 5.75%, Due 10/16/03, $1.8 1.7 1.8 First USA Credit Card Master Trust Asset Backed Security, 6.42%, Due 3/17/05, $2.1 2.1 2.1 Ford Credit Auto Ln. Master Trust Asset Backed Security, 5.50%, Due 2/15/03, $1.5 1.4 1.5 Ford Credit Auto Owner Trust Asset Backed Security, 5.85%, Due 10/15/01, $0.4 0.4 0.4 Harley-Davidson Eaglemark Mot. Tr. Asset Backed Security, 5.94%, Due 2/15/04, $1.5 1.5 1.5 Nationsbank Auto Owner Trust Asset Backed Security, 6.375%, Due 7/15/00, $0.6 0.6 0.6 Sears Credit Account Master Trust Asset Backed Security, 6.20%, Due 7/16/07, $1.7 1.7 1.7 Standard Cr. Card Master Trust Asset Backed Security, 7.25%, Due 4/7/06, $1.0 1.0 1.1 Standard Cr. Card Master Trust Asset Backed Security, 8.25%, Due 11/7/01, $2.3 2.4 2.4 Textron Financial Corp. Rec. Trust Asset Backed Security, 6.05%, Due 3/16/09, $0.7 0.7 0.7 Chevron Corp. Profit Sharing Plan Tr. CMO Remic, 8.11%, Due 12/1/04, $2.0 2.1 2.2 Copelco Cap. Fdg. Trust CMO Remic, 5.92%, Due 7/15/03, $1.2 1.2 1.3 JCP Master Cr. Card Trust CMO Remic, 5.50%, Due 6/15/07, $2.8 2.8 2.8 World Omni Automobile Lease CMO Remic, Due 12/15/04, $0.9 0.9 0.9 Total Corporate Securities $275.9 $282.5 International Securities, denominated in U.S. dollars: Province of Ontario, Canada Note, 8.00%, Due 10/17/01, $1.8 $2.0 $2.0 Province of Quebec, Canada Medium Term Note, 6.29%, Due 3/6/26, $2.8 2.8 3.1 Province of Quebec, Canada Medium Term Note, 5.735%, Due 3/2/26, $3.5 3.5 4.0 African Dev. Bank Senior Note, 6.75%, Due 10/1/04, $2.8 2.9 3.0 Asian Dev. Bank Bond, 5.82%, Due 6/16/28, $0.4 0.4 0.4 Government Trust Certificate, Israel Bond, 9.40%, Due 5/15/02, $1.5 1.5 1.6 Inter Amer. Dev. Bank Bond, 8.40%, Due 9/1/09, $1.9 2.3 2.4 Republic of Italy Bond, Due 1/10/01, $1.5 1.3 1.3 Province of Ontario, Canada Bond, 7.75%, Due 6/4/02, $1.1 1.2 1.2 Total International Securities $17.9 $19.0 * Party-in-interest to the Program. - 14 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED) (millions of dollars) December 31, 1998 Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Current Value Commercial Paper, Certificates of Deposit and U.S. Treasury Bills: United States Government U.S. Treasury Bill, Due 3/4/99, $0.4 $0.4 $0.4 United States Government U.S. Treasury Bill, Due 5/27/99, $0.4 0.4 0.4 United States Government U.S. Treasury Bill, Due 2/4/99, $0.1 0.1 0.1 Bank Tokyo-Mitsubishi Ltd. Certificate of Deposit, 5.94%, Due 1/19/99, $3.0 3.0 3.1 General Electric Cap. Corp. Commercial Paper, Discounted, Due 1/11/99, $5.0 5.0 5.0 Total Commercial Paper, Certificates of Deposit and U.S. Treasury Bills $8.9 $9.0 Unsettled purchase and sale transactions: United States Government U.S. Treasury Note, 0.00%, Due 11/15/01 $3.4 $3.4 United States Government U.S. Treasury Note, 0.00%, Due 8/15/01 (3.7) (3.7) United States Government U.S. Treasury Bond, 7.875%, Due 2/15/21 (0.5) (0.5) United States Government FHLMC TBA Gold, 7.50%, Due 1/15/49 20.5 20.5 United States Government FHLMC Corp PC 846183, Due 1/1/24 0.1 0.1 United States Government FHLMC TBA Gold, 7.50%, Due 1/15/49 (20.5) (20.5) United States Government GNMA TBA, 6.50%, Due 1/15/49 (5.0) (5.0) United States Government GNMA TBA, 6.50%, Due 1/15/49 (0.6) (0.6) United States Government GNMA TBA, 6.50%, Due 1/15/49 (11.9) (11.9) United States Government U.S. Treasury Note, 6.25%, Due 1/31/02 0.8 0.8 United States Government U.S. Treasury Note, 6.50%, Due 10/15/06 (0.9) (0.9) United States Government FNMA Medium Term Note, 5.50%, Due 1/8/04 (0.8) (0.8) Pacificamerica Home Equity Asset Backed Security Ln Ser, Due 3/25/28 0.1 0.1 Total unsettled purchase and sale transactions $(19.0) $(19.0) Total Fixed Income Fund (exclusive of $(15.2) million wrapper insurance) $773.2 $784.5 GRAND TOTALS $1,426.5 $2,104.9 * Party-in-interest to the Program.
- 15 - THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1998 (millions of dollars)
Identity of Purchase Cost of Current Party Involved Price Asset Value Description Selling Expense Net Gain of Asset Price Incurred (Loss) Single transactions: Chase Manhattan Bank $ 1.00 $ 145.0 $ 145.0 Enhanced Cash Investment Fund n/a - n/a Chase Manhattan Bank n/a 145.0 145.0 Enhanced Cash Investment Fund 1.00 - - Chase Manhattan Bank n/a 124.7 124.7 Enhanced Cash Investment Fund 1.00 - - Series of transactions in the same security: Union Carbide Corporation 36.75 - 55.75 87.5 87.4 Common Stock n/a 0.1 n/a Union Carbide Corporation n/a 98.5 152.3 Common Stock 37.25 - 55.13 0.1 53.7 U.S. Government 81.17 - 88.02 55.3 55.3 Treasury Note, 0.00%, Due 11/15/01 n/a - n/a U.S. Government n/a 59.3 61.1 Treasury Note, 0.00%, Due 11/15/01 81.21 - 87.96 - 1.8 U.S. Government 102.98 - 103.54 65.6 65.6 Treasury Note, 7.75%, Due 11/30/99 n/a - n/a U.S. Government n/a 60.4 60.2 Treasury Note, 7.75%, Due 11/30/99 102.81 - 103.96 - (0.2) Series of transactions in the same security and with the same party: Chase Manhattan Bank 1.00 933.2 933.2 Enhanced Cash Investment Fund n/a - n/a Chase Manhattan Bank n/a 956.5 956.5 Enhanced Cash Investment Fund 1.00 - - n/a = not applicable
- 16 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee of the Program has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. The Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies Date: June 25, 1999 By: /S/John K. Wulff Name: JOHN K. WULFF Title: Vice-President, Chief Financial Officer and Controller Union Carbide Corporation - 17 - Independent Auditors' Report To the Program Administrators of The Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies: We have audited the accompanying statement of net assets available for benefits of The Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies ("the Program") as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Program's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Program as of December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of the Program are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Program's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/KPMG LLP Stamford, Connecticut June 14, 1999 - 18 - EXHIBIT INDEX Exhibit Page No. Exhibit No. 23 Independent Auditors' Consent 20 - 19 - EX-23 2 AUDITORS' CONSENT Exhibit 23 Independent Auditors' Consent To the Program Administrators of The Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies: We consent to incorporation by reference in the Registration Statement on Form S-8 (No. 33-58931) of Union Carbide Corporation of our report, dated June 14, 1999, relating to the statement of net assets available for benefits of The Savings and Investment Program for Employees of Union Carbide Corporation and Participating Subsidiary Companies as of December 31, 1998 and 1997 and the related statement of changes in net assets available for benefits for the year ended December 31, 1998, and all related schedules, included in this annual report on Form 11-K. /s/KPMG LLP June 23, 1999 Stamford, Connecticut - 20 - -----END PRIVACY-ENHANCED MESSAGE-----