SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Commission file no. 2-61045
THE SAVINGS PROGRAM FOR EMPLOYEES OF
UNION CARBIDE CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES
(Full title of the plan)
UNION CARBIDE CORPORATION
(Name of issuer of the securities held pursuant to the plan)
39 OLD RIDGEBURY ROAD
DANBURY, CT 06817-0001
(Address of principal executive office)
Total number of sequentially numbered pages in this filing
including exhibits thereto: 20
INDEX
Page
Financial Statements
Statement of Financial Condition - The Savings Program
for Employees of Union Carbide Corporation and
Participating Subsidiary Companies -
December 31, 1993 and December 31, 1992 3
Statement of Income and Changes in Program Equity - The
Savings Program for Employees of Union Carbide
Corporation and Participating Subsidiary Companies -
Three Years Ended December 31, 1993 4
Notes to Financial Statements 5-16
Supplemental Schedules 16
Signature 17
Independent Auditors' Report 18
Exhibit Index 19
- 2 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
<TABLE>
STATEMENT OF FINANCIAL CONDITION
<CAPTION>
(Millions of Dollars)
December 31,
1993 1992
PROGRAM ASSETS
<S> <C> <C>
Investments:
Union Carbide Corporation, Common Stock - 3,651,714 shares and
3,709,196 shares at market value (Cost $42.4 million and
$36.4 million)............................................................... $ 81.7 $ 61.7
Union Carbide Corporation, Convertible Preferred Stock - 16,668,890
shares and 16,870,190 shares at market value
Unallocated (Cost $114.0 million and $122.5 million)....................... 284.0 226.7
Allocated (Cost $49.0 million and $33.5 million)........................... 89.0 53.8
Praxair, Inc., Common Stock - 2,198,414 shares and 2,770,062 shares
at market value (Cost $26.7 million and $33.8 million)....................... 36.6 46.5
Union Carbide Corporation, Debentures and Notes issued to
shareholders pursuant to the Corporation's January 1986 Exchange
Offer at market value (Cost $0.1 million).................................... - 0.1
United States Government, Government Agency, and
corporate obligations at market value (Cost $3.8 million).................... - 3.8
United States Savings Bonds
Series "E" at current redemption value (Cost $0.1 million
and $0.1 million).......................................................... 0.2 0.3
Series "EE" at current redemption value (Cost $1.3 million
and $1.2 million).......................................................... 1.6 1.5
Short-term Securities at market value (Cost $0.7 million and
$0.6 million)................................................................ 0.7 0.6
Fixed Income Fund (see Note 8) - 10,145,276 units and
9,906,379 units - per unit value $61.69 and $57.39
(Cost $623.3 million and $568.5 million)..................................... 625.9 568.5
Fidelity Equity-Income Fund, managed for the Trustee by Fidelity
Investments - 351,620 shares and 198,429 shares at market value
(Cost $9.5 million and $4.9 million)......................................... 11.9 5.8
Fidelity U.S. Equity Index Portfolio, managed for the Trustee by
Fidelity Investments - 1,256,843 shares and 1,228,735 shares at
market value (Cost $15.5 million and $15.1 million).......................... 21.7 20.1
Fidelity Magellan Fund, managed for the Trustee by Fidelity
Investments - 544,557 shares and 414,022 shares at market value
(Cost $28.3 million and $21.0 million)....................................... 38.6 25.9
Fidelity Contrafund, managed for the Trustee by Fidelity
Investments - 259,372 shares at market value (Cost $7.6 million)............. 8.0 -
Fidelity Growth Company Fund, managed for the Trustee by Fidelity
Investments - 93,051 shares at market value (Cost $2.5 million).............. 2.7 -
Loans to Program participants.................................................... 36.5 28.1
Amounts due from participating employers, including amounts collected
from participants.............................................................. - 0.1
Other receivables................................................................ 0.2 0.3
Total Program Assets............................................. $1,239.3 $1,043.8
LIABILITIES AND PROGRAM EQUITY
Amounts payable to participants.................................................. $ 0.5 $ -
ESOP loan payable to Union Carbide Corporation................................... 114.0 122.5
Other liabilities................................................................ 0.1 0.1
Program equity................................................................... 1,124.7 921.2
Total Liabilities and Program Equity............................. $1,239.3 $1,043.8
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
- 3 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
STATEMENT OF INCOME AND CHANGES IN PROGRAM EQUITY
(Millions of Dollars)
Year Ended December 31,
1993 1992 1991
Program Equity at Beginning of Year ......... $ 921.2 $ 804.4 $ 700.1
Investment Income:
Dividends ................................. 16.8 21.3 33.9
Interest .................................. 45.4 50.7 52.9
62.2 72.0 86.8
Net Change in Appreciation
(Depreciation) of Investments ............. 123.4 187.1 35.5
Contributions and Deposits:
Amounts Deposited by Participating
Employees ............................... 43.6 55.8 68.6
Amounts Contributed by Participating
Employers ............................... 5.5 16.2 28.3
49.1 72.0 96.9
Allocation of ESOP Stock to Participants .... 14.8 18.9 23.7
Net Additions to Program ............. 249.5 350.0 242.9
Withdrawals ................................. (30.6) (39.5) (48.7)
Administration Costs and Expenses ........... (0.9) (0.3) (0.3)
Interest Expense on ESOP Loan ............... (10.3) (17.3) (32.0)
Transfers from (to) Other Savings
Plans (Note 5) ............................ 1.4 (162.4) (33.9)
Allocation of ESOP Stock to Participants..... (5.6) (13.7) (23.7)
Income and Changes in Program Equity
for the Year .............................. 203.5 116.8 104.3
Program Equity at End of Year ............... $1,124.7 $ 921.2 $ 804.4
The accompanying notes are an integral part of the Financial Statements.
- 4 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Investments are reported 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 value, loans to participants, which
are carried at face value and certain fixed income investments which are
carried at contract value. Fixed Income Fund investments consist of
investment contracts with banks and insurance companies, government, corporate
and international securities and a short-term investment fund of the trustee
(see Notes 3 and 8). Unrealized appreciation or depreciation of investments
is recognized currently in the financial statements.
Participants' accounts are credited with participant contributions,
contributions from Union Carbide Corporation ("the Corporation", "UCC") and an
allocation of earnings from the Savings Program for Employees of Union Carbide
Corporation and Participating Subsidiary Companies (the "Program") and charged
with an allocation of administrative expenses. The allocation of earnings is
based upon a participant's interest in a respective investment fund. The
allocation of administrative expenses is based upon participants' account
balances.
On June 30, 1992, the Corporation completed the spin-off of its industrial
gases business, Praxair, Inc. ("Praxair"). Under the terms of the spin-off,
Union Carbide Corporation distributed to its holders of common stock one share
of Praxair Common Stock. Participants in the Savings Program who were holding
shares of UCC Common Stock on this date received a share of Praxair Common
Stock for each UCC share held. The spin-off distribution created the
investment fund, Praxair Common Stock. As of June 30, 1992, the Praxair
Common Stock investment fund was closed to new participants and existing
participants are unable to increase their investment in the fund. The
investment fund balances of Praxair employees in the Program at June 30, 1992
were transferred to the newly established Savings Program for Employees of
Praxair, Inc. (see Note 5).
The cost of UCC Common Stock and Praxair Common Stock sold is the respective
employee's average cost. The cost of other security investments sold or
redeemed is the actual cost of the specific securities. Purchases and sales
of investments are recorded on the trade date. The financial statements have
been prepared on the accrual basis of accounting.
Note 2 - Description of the Program
Effective January 1, 1991, the 401(k) Opportunity Plan for Salaried Employees
of Union Carbide Corporation, the 401(k) Opportunity Plan for Hourly Employees
of Union Carbide Corporation, the Savings Plan for Employees of Union Carbide
Corporation and Participating Subsidiary Companies, and the Union Carbide
Corporation Employee Stock Ownership Plan (see Note 6) were merged into the
Savings Program for Employees of Union Carbide Corporation and Participating
Subsidiary Companies. Participants may elect to have the Corporation pay from
1% to 17 1/2% (subject to the maximum allowed by the Internal Revenue Code for
the 401(k) part of the Program, which in 1993 was $8,994) of the employee's
compensation to the Program instead of paying that amount to the employee.
Effective January 1, 1993, the minimum participation percentage was lowered
from 2 1/2% to 1%.
The Corporation contributes, for the account of each employee who chooses to
participate in the Program, 50% of the amount contributed by the employee, up
to 7 1/2% of the employee's compensation ("basic deductions"). Employer
contributions are made to a participant's individual account in shares of the
Corporation's convertible preferred stock that are contributed from the
Employee Stock Ownership Plan.
- 5 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2 - Description of the Program (Continued)
On June 30, 1993, the General Savings Fund was terminated. All money in the
Fund, including deferred balances from prior plan periods, was transferred to
the Fixed Income Fund, unless specifically requested. Withdrawals from the
other investment programs normally are made at retirement or other termination
of employment and may be deferred under the terms of the Program. Other
features are described in the Program's Summary Plan Description.
Note 3 - Investment Programs
Participants may invest their basic deduction and an additional 1/2% to 10% of
the employee's compensation ("supplemental deduction") in 1/2 percentage point
increments in any or all of: Common Stock of Union Carbide Corporation, United
States Savings Bonds, the Fixed Income Fund, the Fidelity Equity-Income Fund,
the Fidelity U.S. Equity Index Portfolio, the Fidelity Magellan Fund, the
Fidelity Contrafund, the Fidelity Growth Company Fund, or the Discounted
Company Stock Fund. However, a participant's cash deposits in excess of 7
1/2% of compensation ("supplemental deposits") may not be invested in the
Discounted Company Stock Fund. The General Savings Fund, available through
June 30, 1993, was invested by the Trustee in a commingled trust fund which
invested in bonds and other securities (except common and preferred stocks).
As of January 1, 1991, the General Savings Fund was closed to new participants
and existing participants were unable to increase the percentage of
compensation contributed to the fund. As of June 30, 1993, the General
Savings Fund is no longer a part of the Program. Contributions by the
Corporation are made to the ESOP Stock Fund. The Fidelity Contrafund and the
Fidelity Growth Company Fund were made available to participants on April 19,
1993.
During 1993, the Program entered into agreements with investment managers,
Pacific Investment Management Company and Jennison Associates Capital
Corporation, to manage a portfolio of government, corporate and international
investment grade securities within the Fixed Income Fund. In addition, the
Program entered into agreements to insure the principal amount of these funds
with Pacific Mutual Life Insurance Company and The Prudential Asset Management
Company, Inc., respectively.
Participants are limited to selling the Praxair Common Stock they received in
the 1992 spin-off distribution (see Note 1) and are prohibited from purchasing
Praxair Common Stock through the Savings Program. Dividends earned on Praxair
Common Stock are reinvested in the Fixed Income Fund.
At December 31, 1993, there were 10,025 employees participating in the Program
(10,598 at December 31, 1992 and 16,944 at December 31, 1991). The sum of
participation by investment program is greater than the total number of
Program participants because participation is allowed in more than one fund.
<TABLE>
Participation by Investment Program
<CAPTION>
Fidelity Fidelity
General UCC Discounted U.S. Fixed Praxair Equity- U.S. Equity Fidelity Fidelity Growth
Savings Common Company Savings Income Common Income Index Magellan Contra- Company
Fund Stock ESOP Stock Fund Bonds Fund Stock Fund Portfolio Fund fund Fund Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dec. 31, 1993 - 3,309 9,363 2,223 226 9,621 2,396 868 1,209 2,069 658 327 4,112
Dec. 31, 1992 1,266 3,400 9,893 2,109 251 10,016 3,053 668 1,237 1,763 - - 3,677
Dec. 31, 1991 2,066 5,480 15,371 3,437 401 15,664 - 797 1,986 2,224 - - 4,648
</TABLE>
- 6 -
<TABLE>
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 4 - Unrealized Appreciation (Depreciation) of Investments
Following is a summary of unrealized appreciation (depreciation) by Investment Program.
<CAPTION>
(Millions of Dollars)
_____________________________________________________________________________________
Fidelity
Total UCC Discounted Fidelity Fidelity Fidelity Fidelity Growth
Savings Common Company Equity-Income U.S. Equity Magellan Contra- Company
Program Stock Stock Fund Fund Index Portfolio Fund fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) at December 31, 1993 ... $281.3 $ 26.3 $ 13.0 $ 2.4 $ 6.2 $ 10.3 $ 0.4 $ 0.2
Unrealized Appreciation
(Depreciation) at December 31, 1992 ... 173.3 17.5 7.8 0.9 5.0 4.9 - -
<CAPTION>
(Millions of Dollars)
_________________________________
Praxair ESOP ESOP Fixed
Common Allo- Unal- Income
Stock cated located Fund
<S> <C> <C> <C> <C>
Unrealized Appreciation
(Depreciation) at December 31, 1993 ... $ 9.9 $ 40.0 $170.0 $ 2.6
Unrealized Appreciation
(Depreciation) at December 31, 1992 ... 12.7 20.3 104.2 -
</TABLE>
- 7 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5 - Transfers from (to) Other Savings Plans
Following is a summary of transfers from (to) other savings plans.
(Millions of Dollars)
Year Ended December 31,
1993 1992 1991
Total Total Total
Savings Savings Savings
Program Program Program
Transferred from the plans of employees'
previous employers .......................... $ 1.4 $ 0.1 $ 1.5
Transferred to Savings Program for Employees
of Praxair, Inc. (see Note 1)............... - (162.5) -
Transferred to Savings Program for Employees
of UCAR International Inc.*.................. - - (35.0)
Transferred to the plans of companies which
acquired businesses divested by the
Corporation.................................. - - (0.4)
Transfers from (to) other savings plans. $ 1.4 $(162.4) $ (33.9)
* In 1991, Union Carbide Corporation sold 50% of its equity in UCAR
International Inc. ("UCAR") and certain other subsidiaries engaged in
the carbon products business. On January 1, 1991, the investment fund
balances of UCAR employees in the Program at December 31, 1990 were
transferred to the newly established Savings Program for Employees of UCAR
International Inc.
Note 6 - Employee Stock Ownership Plan
The Employee Stock Ownership Plan ("ESOP") is an integral part of the Savings
Program for Employees of Union Carbide Corporation and Participating
Subsidiary Companies. In November 1990, the trust established for the ESOP
purchased 15,116,279 shares of a new series of convertible preferred stock
("ESOP Stock") from the Corporation with proceeds from a $325 million loan
from Union Carbide Chemicals and Plastics Company Inc. This loan was
subsequently assigned to the Corporation. The Corporation's contributions,
plus dividends on the shares held by the ESOP, are used to meet interest and
principal payments on the 15-year 10% loan. As loan payments are made, shares
of the ESOP Stock are allocated to eligible participants.
During the second quarter of 1992, the Corporation repurchased 7.5 million
shares of unallocated ESOP Stock from the ESOP's trustee for $26.875 per share
or $202 million. This was done to preserve the expected life of the ESOP,
which had fewer participating employees as a result of the spin-off of Praxair
(see Note 1). Also in connection with the spin-off, approximately one million
shares of the ESOP Stock held by individuals who became employees of Praxair
were redeemed for Union Carbide Corporation Common Stock.
The terms of the ESOP provided that the ESOP conversion price, liquidation
price, dividend and number of shares of ESOP Stock were adjusted upon the
distribution of Praxair stock to shareholders so that the interests of the
ESOP shareholders were not diluted. As of June 30, 1992, spin-off date, the
conversion price, liquidation price and annual preferred dividend of the ESOP
- 8 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Stock were adjusted from $21.50, $21.50 and $1.90, respectively, to $8.981,
$8.981 and $0.794, respectively. The ESOP Stock is convertible into the
Corporation's common stock at a ratio of one-to-one and has a preference in
liquidation and each share has one voting right. The adjusted ESOP Stock
annual dividend rate of $0.794 per share yields 8.93% based on the new
liquidation price. Dividends on allocated shares are credited quarterly to
participants' accounts in the form of additional shares of ESOP Stock.
Note 7 - Expenses
Transfer taxes and other costs and expenses, if any, except administrative
costs of the Corporation, associated with the sale and transfer of Union
Carbide Corporation Common Stock for a participant's account, are deducted
from the proceeds or charged to the account. Fees of the trustee and
investment managers are paid by the Program. For the years ended December 31,
1993, 1992 and 1991, the Corporation paid all costs of administration and bore
the expenses of collecting and distributing amounts from and to the
participants and of keeping the records of the Program.
Note 8 - Fixed Income Fund
The following is a summary of the Fixed Income Fund. Contract Value represents
original deposits under the contract credited with actual earnings and charged
for withdrawals.
(Millions of Dollars)
Fund Investments Carrying Value
December 31,
1993 1992
Contracts with Banks and Insurance Companies,
at Contract Value:
Metropolitan Life Insurance Company
Contract No. 9502-6, Due 1/15/95.................. $ 61.4 $ 61.5
Contract No. 1583-7............................... 51.3 68.0
Bankers Trust Company
Contract No. 1, Money Market...................... - 2.8
Contract No. 1, FNMA 90-103C, 9.00%, Due 4/25/93.. - 25.9
Contract No. 2, Money Market...................... 17.9 1.6
Contract No. 2, FNMA 91-39E, 8.50%, Due 8/25/97... - 17.1
Contract No. 3, Money Market...................... 17.3 2.8
Contract No. 3, FNMA 91-69D, 7.50%, Due 3/25/94... 3.1 11.2
Contract No. 3B, FHLMG 91-1154D, 7.75%,
Due 3/15/95..................................... 8.3 8.3
Contract No. 3C, FHLMG 91-1126E, 8.55%,
Due 4/15/94..................................... 2.4 7.0
Contract No. 3D, FHLMG 91-1133C, 8.00%,
Due 3/15/94..................................... 1.2 3.7
Contract No. 4, Money Market...................... 3.7 1.0
Contract No. 4, FNMA 92-15E, 6.75%, Due 3/25/96... 13.6 13.6
Contract No. 4B, FHLMG 1197B, 5.75%, Due 2/15/95.. - 3.3
The Travelers Insurance Company
Contract No. 14884, 9.44%, Due 12/31/93........... - 13.5
Contract No. 14886, 9.41%, Due 12/31/94........... 3.6 6.6
The Prudential Asset Management Company, Inc.
Contract No. 6159-211, 9.31%, Due 12/31/95........ 14.3 14.5
Contract No. 6159-213, 8.85%, Due 8/31/94......... 9.5 9.6
Contract No. 6159-214, 6.30%, Due 7/01/96......... 49.5 51.6
- 9 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Millions of Dollars)
Fund Investments Carrying Value
December 31,
1993 1992
Contracts with Banks and Insurance Companies,
at Contract Value (Continued):
Citibank (South Dakota), N.A.
Contract No. 1, 8.62%, Due 7/01/93................ - 22.3
Citibank (Nevada), N.A.
Contract No. 2, 9.40%, Due 7/01/95................ 38.9 39.4
Aetna Capital Management, Inc.
Contract No. 13756, 9.30%, Due 7/01/95............ 23.7 24.0
Total Contracts With Banks and Insurance Companies.... $319.7 $409.3
U.S. Government Securities, valued at market:
FHLMC CMO/S 83-Z, 9.00%, Due 10/15/20, Cost $3.5..... 3.5 $ -
FHLMC CMO/S 95-C, 9.00%, Due 11/15/20, Cost $5.1..... 5.0 -
FNMA CMO/S G22-XT, 8.00%, Due 4/25/11, Cost $2.0..... 2.0 -
FNMA 1992-56-B, Due 3/25/19, Cost $1.9............... 1.1 -
FNMA 1992-104-K, Due 6/25/22, Cost $0.6.............. 0.6 -
FNMA 1993-37-SA, Due 3/25/23, Cost $1.1.............. 1.1 -
U.S. Treasury Note, 9.25%, Due 1/15/96, Cost $1.6.... 1.6 -
U.S. Treasury Note, 4.375%, Due 8/15/96, Cost $5.0... 5.1 -
U.S. Treasury Note, 7.875%, Due 4/15/98, Cost $1.0... 1.0 -
U.S. Treasury Note, 8.25%, Due 7/15/98, Cost $7.8.... 8.0 -
U.S. Treasury Note, 6.375%, Due 8/15/02, Cost $1.1... 1.1 -
U.S. Treasury Bond, 7.875%, Due 2/15/21, Cost $1.2... 1.2 -
FHLMC CMO/S 1259-H, 7.75%, Due 1/15/18, Cost $4.8.... 5.0 -
FHLMC MMP 6-C, 9.05%, Due 6/15/19, Cost $3.1......... 3.1 -
FNMA, 9.00%, Due 1/01/98, Cost $1.1.................. 1.1 -
FNMA CMO/S 1991-29-D, 8.00%, Due 7/25/16, Cost $4.8.. 4.8 -
FNMA 1990-53-E, 8.50%, Due 12/25/16, Cost $1.6....... 1.6 -
FNMA 1988-4-Z, 9.25%, Due 3/25/18, Cost $2.3......... 2.3 -
FNMA 1991-82-PH, 8.00%, Due 11/25/18, Cost $6.2...... 6.2 -
FNMA CMO/S 1989-67-E, 8.50%, Due 1/25/19, Cost $2.7.. 2.7 -
FNMA CMO/S 1991-67-H, 8.00%, Due 7/25/20, Cost $4.1.. 4.1 -
U.S. Treasury Note, 5.25%, Due 7/31/98, Cost $10.0... 10.3 -
U.S. Treasury Bond, 14.00%, Due 11/15/11, Cost $17.9. 18.9 -
Total Government Securities.............................. $ 91.4 $ -
Corporate Securities, valued at market:
CMOT S 64-I, 9.00%, Due 5/20/06, Cost $4.0........... $ 3.3 $ -
Ford Motor Credit Co. MTN, 6.55%, Due 2/3/98,
Cost $3.0.......................................... 3.2 -
GMAC MTN, 7.65%, Due 12/17/96, Cost $3.1............. 3.2 -
GMAC MTN, 7.875%, Due 2/27/97, Cost $2.4............. 2.5 -
IBM Credit, 4.55%, Due 11/15/00, Cost $2.6........... 2.6 -
Lehman Home Equity Loan Trust, Due 1/1/15, Cost $5.4. 6.0 -
OSCC Home Equity Loan Trust, 6.025%, Due 6/15/08,
Cost $4.1.......................................... 4.1 -
Penn. Power & Light Co., 6.00%, Due 6/1/00, Cost $4.5 4.6 -
Signet Master Trust 1993-1 A, 5.20%, Due 2/15/02,
Cost $6.0.......................................... 5.9 -
AMR Corp., 7.75%, Due 12/01/97, Cost $1.2............ 1.2 -
- 10 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
(Millions of Dollars)
Fund Investments Carrying Value
December 31,
1993 1992
Corporate Securities, valued at market (Continued):
AMR Corp. Debenture, 10.00%, Due 2/01/01, Cost $0.3.. 0.3 -
AMR Corp. MTN, 9.125%, Due 10/24/01, Cost $1.4....... 1.4 -
Chase Mtg. Financing Corp. 92-H A-5, 7.00%,
Due 7/25/24, Cost $1.0............................. 1.0 -
Citicorp Fltg Rate Notes, Due 1/30/98, Cost $1.7..... 1.7 -
Cleveland Elect. Illum. Co. Note, 8.33%,
Due 10/30/98, Cost $2.1............................ 2.2 -
Coastal Corp. Debenture, 11.75%, Due 6/15/06,
Cost $3.4.......................................... 3.5 -
Collateralized Mtg. Sec. Corp. H-4, 8.95%,
Due 5/01/16, Cost $2.1............................. 2.2 -
GE Cap. Mtg. Serv., Inc. 1992-4 A-4, 8.00%,
Due 4/25/22, Cost $3.1............................. 3.1 -
GMAC Note, 8.75%, Due 2/01/96, Cost $1.9............. 2.0 -
Greenwich Cap. Accept., Inc. 1992-LBG A-1,
Due 1/25/23, Cost $3.5............................. 3.5 -
Housing Securities, Inc. 1992-C-2, 7.75%,
Due 8/25/20, Cost $0.6............................. 0.6 -
Marine Midland Bank 1990-4 A-5, 10.00%, Due 8/25/21,
Cost $2.4.......................................... 2.5 -
News Am. Holdings, Inc. Note, 12.00%, Due 12/15/01,
Cost $1.5.......................................... 1.5 -
RTC 1992-1 M1-A, Due 1/25/20, Cost $2.5.............. 2.5 -
RTC 1991-M4 A-1, 5.55%, Due 2/25/20, Cost $5.8....... 5.8 -
RTC 1992-C5 A-1C, 7.85%, Due 5/25/22, Cost $2.1...... 2.0 -
RTC 1992-12 A-2A, 7.50%, Due 9/25/22, Cost $1.4...... 1.4 -
RTC 1993-3 A2, 7.25%, Due 10/25/23, Cost $2.1........ 2.1 -
RTC 1993-3 A2-C, 7.25%, Due 10/25/23, Cost $2.0...... 2.0 -
RTC 1992-7 A-2C, 8.35%, Due 6/25/29, Cost $2.1....... 2.1 -
RJR Nabisco, Inc. Note, 10.50%, Due 4/15/98,
Cost $2.2.......................................... 2.3 -
Ryland Accept. Corp. CMB 67-D, 9.00%, Due 1/20/19,
Cost $3.5.......................................... 3.4 -
Salomon, Inc. MTN, 7.73%, Due 3/06/95, Cost $2.1..... 2.1 -
Sears Savings Bank 1992-A A-1, 8.74%, Due 5/25/32,
Cost $2.8.......................................... 2.9 -
Time Warner, Inc. Note, Due 8/15/02, Cost $1.7....... 1.8 -
Total Corporate Securities............................... $ 92.5 $ -
International Securities, denominated in U.S. dollars, valued at market:
Republic of Italy Note, 6.00%, Due 9/27/03,
Cost $6.0.......................................... $ 5.9 $ -
Province of Quebec (Canada) MTN, 8.69%, Due 2/21/01,
Cost $5.8.......................................... 5.8 -
Total International Securities........................... $ 11.7 $ -
Short-term Investment Fund:
Chemical Bank Temporary Investment Fund.............. $110.6 $159.2
Total Fixed Income Fund.................................. $625.9 $568.5
- 11 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 9 - Federal Income Taxes
On February 27, 1990 the 401(k) Opportunity Plan for Salaried Employees of
Union Carbide Corporation, the 401(k) Opportunity Plan for Hourly Employees of
Union Carbide Corporation, and the Savings Plan for Employees of Union Carbide
Corporation and Participating Subsidiary Companies, received favorable
determinations as qualified plans under the Internal Revenue Code. Since the
merger of these plans (see Note 2) into the Program on January 1, 1991, the
Program has not applied for a new determination letter. However, management
believes the Program is a qualified plan within the meaning of Sections 401(a)
and 501(a) of the Internal Revenue Code and, accordingly, is exempt from
Federal Income Tax. Employees are not subject to income tax on their salary
reduction contributions, 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 Internal Revenue
Service Code 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 Internal Revenue Code.
Note 10 - Allocation of Program Income and Changes in Program Equity to
Investment Programs
The allocation of program income and changes in program equity by investment
program for the years ended December 31, 1993, 1992 and 1991 are as follows:
- 12 -
<TABLE>
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 10 - Allocation Of Program Income And Changes In Program Equity To Investment Programs (Continued)
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1993
Dis-
UCC counted
Total General UCC ESOP ESOP Deben- Company U.S. Fixed
Savings Savings Common Allo- Unal- tures Stock Savings Income
Program Fund Stock cated located & Notes Fund Bonds Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Program Equity at December 31, 1992 ..... $ 921.2 $ 4.5 $ 23.2 $53.8 $104.2 $ 0.1 $ 38.5 $ 1.8 $568.5
Investment Income:
Dividends.............................. 16.8 - 2.9 2.9 10.4 - - - -
Interest............................... 45.4 0.2 - - - - - 0.1 42.3
62.2 0.2 2.9 2.9 10.4 - - 0.1 42.3
Net Change in Appreciation
(Depreciation) of Investments.......... 123.4 - 15.9 21.3 65.8 - 7.2 - 2.6
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 43.6 0.8 0.7 - - - 6.5 0.1 29.3
Amounts Contributed by Participating
Employers............................ 5.5 - - - 5.5 - - - -
49.1 0.8 0.7 - 5.5 - 6.5 0.1 29.3
Allocation of ESOP Stock to Participants. 14.8 - - 14.8 - - - - -
Loan Repayments (including interest)..... - - 0.9 - - - - 0.1 15.3
Net Additions to Program.......... 249.5 1.0 20.4 39.0 81.7 - 13.7 0.3 89.5
Withdrawals.............................. (30.6) (0.2) (1.2) (1.5) - - (0.3) (0.1) (24.0)
Loans to Program Participants............ - - (1.2) - - - (0.1) (0.1) (20.9)
Administration Costs and Expenses........ (0.9) - - - - - - - (0.9)
Interest Expense on ESOP Loan............ (10.3) - - - (10.3) - - - -
Transfers from (to) Other Savings
Plans (Note 5)......................... 1.4 - 0.2 - - - - - 1.0
Transfers Among Investment Options....... - - (7.2) (2.3) - (0.1) (4.3) - 7.4
Allocation of ESOP Stock to Participants. (5.6) - - - (5.6) - - - -
Rollovers of Distributions from
the General Savings Fund............... - (5.3) - - - - - - 5.3
Income and Changes in Program Equity
for the Year.......................... 203.5 (4.5) 11.0 35.2 65.8 (0.1) 9.0 0.1 57.4
Program Equity at December 31, 1993...... $1,124.7 $ - $ 34.2 $89.0 $170.0 $ - $ 47.5 $ 1.9 $625.9
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1993
Fidelity Fidel-
Fidelity U.S. Fidel- ity
Equity- Equity Fidelity ity Growth Praxair
Income Index Magellan Contra- Company Common
Fund Portfolio Fund fund Fund Loans Stock
<S> <C> <C> <C> <C> <C> <C> <C>
Program Equity at December 31, 1992 ..... $ 5.8 $ 20.1 $ 26.0 $ - $ - $ 28.2 $ 46.5
Investment Income:
Dividends.............................. - - - - - - 0.6
Interest............................... - - - - - 2.8 -
- - - - - 2.8 0.6
Net Change in Appreciation
(Depreciation) of Investments.......... 1.7 2.0 6.8 0.5 0.2 - (0.6)
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 1.0 1.1 3.4 0.5 0.2 - -
Amounts Contributed by Participating
Employers............................ - - - - - - -
1.0 1.1 3.4 0.5 0.2 - -
Allocation of ESOP Stock to Participants. - - - - - - -
Loan Repayments (including interest)..... 0.1 0.2 0.9 0.2 0.1 (17.8) -
Net Additions to Program.......... 2.8 3.3 11.1 1.2 0.5 (15.0) -
Withdrawals.............................. (0.1) (0.4) (0.6) - - (1.1) (1.1)
Loans to Program Participants............ (0.2) (0.3) (0.9) (0.1) - 24.5 (0.7)
Administration Costs and Expenses........ - - - - - - -
Interest Expense on ESOP Loan............ - - - - - - -
Transfers from (to) Other Savings
Plans (Note 5)......................... 0.1 - - - - - 0.1
Transfers Among Investment Options....... 3.5 (1.0) 3.1 6.9 2.2 - (8.2)
Allocation of ESOP Stock to Participants. - - - - - - -
Rollovers of Distributions from
the General Savings Fund............... - - - - - - -
Income and Changes in Program Equity
for the Year.......................... 6.1 1.6 12.7 8.0 2.7 8.4 (9.9)
Program Equity at December 31, 1993...... $ 11.9 $ 21.7 $ 38.7 $ 8.0 $ 2.7 $ 36.6 $ 36.6
- 13 -
</TABLE>
<TABLE>
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 10 - Allocation Of Program Income And Changes In Program Equity To Investment Programs (Continued)
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1992
UCC
Total General UCC ESOP ESOP Deben- Discounted U.S. Fixed
Savings Savings Common Allo- Unal- tures Company Savings Income
Program Fund Stock cated located & Notes Stock Fund Bonds Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Program Equity at December 31, 1991 ............ $804.4 $ 3.8 $ 75.9 $24.2 $ - $ 0.2 $ 29.2 $ 2.0 $594.7
Investment Income:
Dividends .................................... 21.3 - 3.5 2.6 14.8 - - - -
Interest ..................................... 50.7 0.3 - - - - - 0.1 47.8
72.0 0.3 3.5 2.6 14.8 - - 0.1 47.8
Net Change in Appreciation
(Depreciation) of Investments................. 187.1 - 31.5 22.6 104.2 - 11.2 - -
Contributions and Deposits:
Amounts Deposited by Participating Employees.. 55.8 2.5 0.9 - - - 6.5 0.3 39.4
Amounts Contributed by Participating Employers 16.2 - - - 16.2 - - - -
72.0 2.5 0.9 - 16.2 - 6.5 0.3 39.4
Allocation of ESOP Stock to Participants ....... 18.9 - - 18.9 - - - - -
Loan Repayments (including interest) ........... - - 0.7 - - - - - 13.3
Net Additions to Program ................ 350.0 2.8 36.6 44.1 135.2 - 17.7 0.4 100.5
Withdrawals .................................... (39.5) (0.6) (1.3) (1.1) - - (0.5) (0.1) (32.5)
Loans to Program Participants .................. - - (1.4) - - - (0.2) (0.1) (23.1)
Administration Costs and Expenses .............. (0.3) - - - - - - - (0.3)
Interest Expense on ESOP Loan .................. (17.3) - - - (17.3) - - - -
Transfers from (to) Other Savings Plans (Note 5) (162.4) (1.2) (42.7) - - (0.1) - (0.4) (97.9)
Transfers Among Investment Options ............. - - (43.9)(13.4) - - (7.7) - 26.8
Allocation of ESOP Stock to Participants ....... (13.7) - - - (13.7) - - - -
Rollovers of Distributions from
the General Savings Fund ..................... - (0.3) - - - - - - 0.3
Income and Changes in Program Equity
for the Year ................................ 116.8 0.7 (52.7) 29.6 104.2 (0.1) 9.3 (0.2) (26.2)
Program Equity at December 31, 1992 ............ $921.2 $ 4.5 $ 23.2 $53.8 $104.2 $ 0.1 $ 38.5 $ 1.8 $568.5
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1992
Fidelity Fidelity
Equity- U.S. Equity Fidelity Praxair
Income Index Magellan Common
Fund Portfolio Fund Loans Stock
<S> <C> <C> <C> <C> <C>
Program Equity at December 31, 1991 ............ $ 4.1 $ 22.4 $ 23.2 $ 24.7 $ -
Investment Income:
Dividends .................................... - - - - 0.4
Interest ..................................... - - - 2.5 -
- - - 2.5 0.4
Net Change in Appreciation
(Depreciation) of Investments................. 0.6 1.3 1.5 - 14.2
Contributions and Deposits:
Amounts Deposited by Participating Employees.. 0.8 1.5 3.9 - -
Amounts Contributed by Participating Employers - - - - -
0.8 1.5 3.9 - -
Allocation of ESOP Stock to Participants ....... - - - - -
Loan Repayments (including interest) ........... 0.1 0.2 0.7 (15.0) -
Net Additions to Program ................ 1.5 3.0 6.1 (12.5) 14.6
Withdrawals .................................... (0.3) (0.5) (0.7) (1.1) (0.8)
Loans to Program Participants .................. (0.1) (0.5) (0.7) 26.5 (0.4)
Administration Costs and Expenses .............. - - - - -
Interest Expense on ESOP Loan .................. - - - - -
Transfers from (to) Other Savings Plans (Note 5) (1.0) (4.6) (5.0) (9.4) (0.1)
Transfers Among Investment Options ............. 1.6 0.3 3.1 - 33.2
Allocation of ESOP Stock to Participants ....... - - - - -
Rollovers of Distributions from
the General Savings Fund ..................... - - - - -
Income and Changes in Program Equity
for the Year ................................ 1.7 (2.3) 2.8 3.5 46.5
Program Equity at December 31, 1992 ............ $ 5.8 $ 20.1 $ 26.0 $ 28.2 $ 46.5
- 14 -
</TABLE>
<TABLE>
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 10 - Allocation Of Program Income And Changes In Program Equity To Investment Programs (Continued)
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1991
UCC
Total General UCC ESOP ESOP Deben- Discounted U.S. Fixed
Savings Savings Common Allo- Unal- tures Company Savings Income
Program Fund Stock cated located & Notes Stock Fund Bonds Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Program Equity at December 31, 1990 ............ $700.1 $ 19.3 $ 73.8 $ - $ - $ 0.3 $ 20.3 $ 1.8 $528.6
Investment Income:
Dividends .................................... 33.9 - 5.1 1.4 27.4 - - - -
Interest ..................................... 52.9 0.9 - - - - - 0.1 49.8
86.8 0.9 5.1 1.4 27.4 - - 0.1 49.8
Net Change in Appreciation
(Depreciation) of Investments................. 35.5 - 18.0 - - - 5.8 - -
Contributions and Deposits:
Amounts Deposited by Participating Employees.. 68.6 4.3 1.3 - - - 8.1 0.2 48.9
Amounts Contributed by Participating Employers 28.3 - - - 28.3 - - - -
96.9 4.3 1.3 - 28.3 - 8.1 0.2 48.9
Allocation of ESOP Stock to Participants ....... 23.7 - - 23.7 - - - - -
Loan Repayments (including interest) ........... - - 0.5 - - - - - 10.8
Net Additions to Program ................ 242.9 5.2 24.9 25.1 55.7 - 13.9 0.3 109.5
Withdrawals .................................... (48.7) (0.7) (1.6) (0.3) - - (0.6) (0.2) (43.0)
Loans to Program Participants .................. - - (0.8) - - - (0.1) - (12.4)
Administration Costs and Expenses .............. (0.3) - - - - - - - (0.3)
Interest Expense on ESOP Loan .................. (32.0) - - - (32.0) - - - -
Transfers from (to) Other Savings Plans (Note 5) (33.9) (2.3) (5.7) - - - - - (23.5)
Transfers Among Investment Options ............. - - (14.7) (0.6) - (0.1) (4.3) 0.1 18.1
Allocation of ESOP Stock to Participants ....... (23.7) - - - (23.7) - - - -
Rollovers of Distributions from
the General Savings Fund ..................... - (17.7) - - - - - - 17.7
Income and Changes in Program Equity
for the Year ................................ 104.3 (15.5) 2.1 24.2 - (0.1) 8.9 0.2 66.1
Program Equity at December 31, 1991 ............ $804.4 $ 3.8 $ 75.9 $24.2 $ - $ 0.2 $ 29.2 $ 2.0 $594.7
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1991
Fidelity Fidelity
Equity- U.S. Equity Fidelity
Income Index Magellan
Fund Portfolio Fund Loans
<S> <C> <C> <C> <C>
Program Equity at December 31, 1990 ............ $ 2.7 $ 17.5 $ 13.1 $ 22.7
Investment Income:
Dividends .................................... - - - -
Interest ..................................... - - - 2.1
- - - 2.1
Net Change in Appreciation
(Depreciation) of Investments................. 0.8 5.1 5.8 -
Contributions and Deposits:
Amounts Deposited by Participating Employees.. 0.7 1.8 3.3 -
Amounts Contributed by Participating Employers - - - -
0.7 1.8 3.3 -
Allocation of ESOP Stock to Participants ....... - - - -
Loan Repayments (including interest) ........... 0.1 0.2 0.3 (11.9)
Net Additions to Program ................ 1.6 7.1 9.4 (9.8)
Withdrawals .................................... (0.1) (0.7) (0.7) (0.8)
Loans to Program Participants .................. (0.1) (0.2) (0.4) 14.0
Administration Costs and Expenses .............. - - - -
Interest Expense on ESOP Loan .................. - - - -
Transfers from (to) Other Savings Plans (Note 5) (0.1) (0.5) (0.4) (1.4)
Transfers Among Investment Options ............. 0.1 (0.8) 2.2 -
Allocation of ESOP Stock to Participants ....... - - - -
Rollovers of Distributions from
the General Savings Fund ..................... - - - -
Income and Changes in Program Equity
for the Year ................................ 1.4 4.9 10.1 2.0
Program Equity at December 31, 1991 ............ $ 4.1 $ 22.4 $ 23.2 $ 24.7
- 15 -
</TABLE>
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 11 - Subsequent Events
On March 10, 1994, Union Carbide Corporation announced a special stock grant
of 40 shares of ESOP Stock to certain UCC employees. The ESOP Stock grant was
credited to eligible employees' Savings Program 401(k) accounts as of March
31, 1994. The total number of shares credited was 385,640 with a market value
of $8.7 million at March 31, 1994. The number of eligible employees totaled
9,641.
During 1993, Union Carbide Corporation sold the OrganoSilicon business
("OSi"). In May, 1994, the investment fund balances of certain OSi employees
in The Savings Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies were transferred to the newly established
OSi Specialties, Inc. Savings Plan. Total assets transferred amounted to $8.9
million. The number of participants transferred totaled 183.
On April 27, 1994, the shareholders of Union Carbide Corporation voted to
merge UCC into its wholly owned subsidiary, Union Carbide Chemicals and
Plastics Company Inc. effective as of May 1, 1994 (the new entity will
continue to be known as Union Carbide Corporation). The merger required the
new entity to file Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 for the Savings Program for Employees of Union Carbide
Corporation and Participating Subsidiary Companies with the Securities and
Exchange Commission. The post effective amendment allows post-merger UCC to
adopt as its own the Form S-8 Registration Statement previously filed by
pre-merger UCC.
Supplemental Schedules
Information on the supplemental schedules, provided to the Program by its
Trustees, Chemical Bank and State Street Bank, was filed under Form SE, in
paper, under General Instruction E of Form 11-K.
These supplemental schedules are not a required part of the basic financial
statements of the Program, 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.
- 16 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee of the Plan has duly caused this Annual Report to be signed on its
behalf by the undersigned thereunto duly authorized.
The Savings Program for Employees of
Union Carbide Corporation and
Participating Subsidiary Companies
Date: June 24, 1994 By: John K. Wulff
Name: JOHN K. WULFF
Title: Vice-President, Controller and
Principal Accounting Officer,
Union Carbide Corporation
- 17 -
Independent Auditors' Report
To the Program Administrators of the Savings Program for
Employees of Union Carbide Corporation and
Participating Subsidiary Companies:
We have audited the accompanying statements of financial condition of the
Savings Program for Employees of Union Carbide Corporation and Participating
Subsidiary Companies (the "Program") as of December 31, 1993 and 1992, and the
related statements of income and changes in program equity for each of the
years in the three-year period ended December 31, 1993. These financial
statements and financial schedules are the responsibility of the Program's
management. Our responsibility is to express an opinion on these financial
statements and financial schedules 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 financial position of the Savings Program for
Employees of Union Carbide Corporation and Participating Subsidiary Companies
as of December 31, 1993 and 1992, and the results of its operations for each
of the years in the three-year period ended December 31, 1993, in conformity
with generally accepted accounting principles.
Our 1993 audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The 1993 supplemental schedules of the
Savings Program for Employees of Union Carbide Corporation and Participating
Subsidiary Companies 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. The 1993 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.
KPMG PEAT MARWICK
Stamford, Connecticut
June 24, 1994
- 18 -
EXHIBIT INDEX
Exhibit Page
No. Exhibit No.
1 Independent Auditors' Consent 20
- 19 -
Exhibit 1
Independent Auditors' Consent
To the Program Administrators of the Savings 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. 33-38714) of Union Carbide Corporation of our report, dated
June 24, 1994 relating to the statement of financial condition of the Savings
Program for Employees of Union Carbide Corporation and Participating
Subsidiary Companies as of December 31, 1993 and 1992 and the statements of
income and changes in program equity for each of the years in the three-year
period ended December 31, 1993 included in this annual report on Form 11-K.
KPMG PEAT MARWICK
June 27, 1994
Stamford, Connecticut
- 20 -
