-----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, BHZ8ESGi3bkIp90iVleDS+0fQwwgxQJhD2cb0KQ5ERFlFwRY28BjApr9Ws+UwDn7 KWqAjUEAnbq64QReXqC/5Q== 0000100790-99-000037.txt : 19990727 0000100790-99-000037.hdr.sgml : 19990727 ACCESSION NUMBER: 0000100790-99-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990726 ITEM INFORMATION: FILED AS OF DATE: 19990726 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: 99669888 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) July 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: 11 Item 5. OTHER EVENTS. (b) See Union Carbide Corporation's press release dated July 26, 1999 accompanying this report as Exhibit 99. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99. Press release, July 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: July 26, 1999 UNION CARBIDE CORPORATION By /s/J. Macdonald J. Macdonald Assistant Secretary - 3 - EXHIBIT INDEX Exhibit 99. Press release, dated July 26, 1999. - 4 - EX-99 2 PRESS RELEASE DATED JULY 26, 1999 Exhibit 99 UNION CARBIDE NEWS RELEASE CONTACT: Sean S. Clancy (203) 794-6976 UNION CARBIDE REPORTS 2nd QUARTER EARNINGS DANBURY, Conn., July 26 -- Union Carbide Corporation (UCC) today reported second quarter 1999 earnings of $0.41 per diluted share, compared to $0.52 per diluted share before the cumulative effect of a change in accounting principle in the prior quarter and $0.85 per diluted share in the second quarter of 1998. Net income for the quarter totaled $56 million, compared to $71 million in the prior quarter before the cumulative effect of a change in accounting principle and $118 million for last year's second quarter. Sales in the second quarter totaled $1.418 billion, compared to $1.402 billion in the prior quarter and $1.459 billion for the second quarter of 1998. "The quarter unfolded as we anticipated it might," said UCC Chairman and CEO William H. Joyce. "We were affected by rapidly rising feedstock costs early in the quarter that could not be passed along quickly enough through higher selling prices, plus we experienced weak partnership results. Licensing income, while strong, declined from the high levels realized in the first quarter. On the positive side, fixed cost productivity and volume were excellent. Income was also favorably affected by a $12 million net ($9 million after taxes) litigation settlement related to licensing and reduced losses from corporate investments carried at equity versus the first quarter. - MORE - 1999 P3-01-009 Page 2 of 7 "Prospects for improved third quarter earnings appear encouraging based upon current conditions," Dr. Joyce continued. "We expect strong demand through the quarter for all businesses and increased product selling prices in the Basic Chemicals & Polymers (BC&P) segment. Raw material feedstock prices are expected to rise, but only slightly over second quarter levels. While we will feel the impact of higher raw material prices and transfer costs in the Specialties & Intermediate (S&I) segment, we will benefit from a pre-tax gain of $38 million from the settlement of litigation in the licensing business. Additionally, our corporate investments carried at equity are expecting to benefit from improved selling prices." The S&I segment reported an operating profit of $182 million for the second quarter of 1999, including the previously cited $12 million litigation gain, compared to $203 million in the prior quarter and $166 million in the same period a year ago. Dr. Joyce stated increased raw material costs combined with lower product selling prices, and poorer results from the UOP partnership, contributed to the decline in operating profit versus the first quarter of 1999. The BC&P segment reported an operating loss of $46 million for the second quarter of 1999, compared to an operating loss of $38 million in the prior quarter and an operating profit of $42 million in the 1998 second quarter. Increases in raw material feedstock prices negatively affected the segment's operating profit, but a small increase in product selling prices over first quarter levels helped to offset some of the impact. Net income for the first six months of 1999 was $107 million, or $0.79 per diluted share. This compares to $260 million, or $1.86 per diluted share, for the same period a year ago. Worldwide net sales for the first six months of 1999 were $2.820 billion, compared to $3.020 billion for the first half of 1998. - MORE - Page 3 of 7 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, 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 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 7 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 1999 1999 1998 NET SALES $1,418 $1,402 $1,459 Cost of sales, exclusive of depreciation and amortization 1,115 1,042 1,087 Research and development 39 37 36 Selling, administrative and other expenses (a) 57 70 72 Depreciation and amortization 95 104 98 Partnership income (loss) (4) 6 27 Other income - net 27 14 10 INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 135 169 203 Interest expense 35 31 29 INCOME BEFORE PROVISION FOR INCOME TAXES 100 138 174 Provision for income taxes 25 34 51 INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 75 104 123 Minority interest 1 1 1 Loss from corporate investments carried at equity 18 32 4 INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 56 71 118 Cumulative effect of change in accounting principle - (20) - NET INCOME $ 56 $ 51 $ 118 Earnings per common share Basic - Income before cumulative effect of change in accounting principle $ 0.42 $ 0.53 $ 0.87 - Cumulative effect of change in accounting principle - (0.14) - - Net income $ 0.42 $ 0.39 $ 0.87 Based on the indicated number of shares 133,088,173 132,848,490 136,132,527 Diluted - Income before cumulative effect of change in accounting principle $ 0.41 $ 0.52 $ 0.85 - Cumulative effect of change in accounting principle - (0.14) - - Net income $ 0.41 $ 0.38 $ 0.85 Based on the indicated number of shares 136,453,663 135,710,019 139,905,442 (a) Selling $ 23 $ 23 $ 23 Administrative 16 25 29 Other expenses 18 22 20 Total $ 57 $ 70 $ 72
- MORE - Page 5 of 7 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME
Six Months Ended June 30, Millions of Dollars, Except Per Share Amounts 1999 1998 NET SALES $2,820 $3,020 Cost of sales, exclusive of depreciation and amortization 2,157 2,248 Research and development 76 73 Selling, administrative and other expenses (a) 127 156 Depreciation and amortization 199 193 Partnership income 2 64 Other income - net 41 21 INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 304 435 Interest expense 66 56 INCOME BEFORE PROVISION FOR INCOME TAXES 238 379 Provision for income taxes 59 110 INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 179 269 Minority interest 2 2 Loss from corporate investments carried at equity 50 7 INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 127 260 Cumulative effect of change in accounting principle (20) - NET INCOME $ 107 $ 260 Earnings per common share Basic - Income before cumulative effect of change in accounting principle $ 0.95 $ 1.91 - Cumulative effect of change in accounting principle (0.15) - - Net income $ 0.80 $ 1.91 Based on the indicated number of shares 132,968,994 136,502,193 Diluted - Income before cumulative effect of change in accounting principle $ 0.93 $ 1.86 - Cumulative effect of change in accounting principle (0.14) - - Net income $ 0.79 $ 1.86 Based on the indicated number of shares 136,082,504 140,155,776 (a) Selling $ 46 $ 49 Administrative 41 58 Other expenses 40 49 Total $ 127 $ 156
- MORE - Page 6 of 7 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA
Quarter Ended June 30, Mar. 31, June 30, Millions of dollars 1999 1999 1998 SALES Specialties & Intermediates $1,036 $1,034 $1,060 Basic Chemicals & Polymers 436 421 480 Intersegment Eliminations (54) (53) (81) Total $1,418 $1,402 $1,459 OPERATING PROFIT (LOSS) Specialties & Intermediates $ 182 $ 203 $ 166 Basic Chemicals & Polymers (46) (38) 42 Other (1) 4 (5) Total $ 135 $ 169 $ 203 DEPRECIATION AND AMORTIZATION Specialties & Intermediates $ 62 $ 63 $ 61 Basic Chemicals & Polymers 33 41 37 Total $ 95 $ 104 $ 98 CAPITAL EXPENDITURES Specialties & Intermediates $ 93 $ 69 $ 131 Basic Chemicals & Polymers 115 104 80 Total $ 208 $ 173 $ 211
- MORE - Page 7 of 7 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA
Six Months Ended June 30, Millions of dollars 1999 1998 SALES Specialties & Intermediates $2,070 $2,180 Basic Chemicals & Polymers 857 998 Intersegment Eliminations (107) (158) Total $2,820 $3,020 OPERATING PROFIT (LOSS) Specialties & Intermediates $ 385 $ 368 Basic Chemicals & Polymers (84) 78 Other 3 (11) Total $ 304 $ 435 DEPRECIATION AND AMORTIZATION Specialties & Intermediates $ 125 $ 121 Basic Chemicals & Polymers 74 72 Total $ 199 $ 193 CAPITAL EXPENDITURES Specialties & Intermediates $ 162 $ 221 Basic Chemicals & Polymers 219 136 Total $ 381 $ 357
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