UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D C 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-1463
UNION CARBIDE CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-1421730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
39 Old Ridgebury Road, Danbury, CT 06817-0001
(Address of principal executive offices) (Zip Code)
203-794-2000
Registrant's telephone number, including area code
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No _______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 30, 1995
Common Stock, $1 par value 137,547,150 shares
Total number of sequentially numbered pages in this filing,
including exhibits thereto: 18
INDEX
PART I. FINANCIAL INFORMATION
PAGE
Financial Statements
Condensed Consolidated Statement of Income -
Union Carbide Corporation and Subsidiaries -
Quarter Ended March 31, 1995 and 1994........................ 3
Condensed Consolidated Balance Sheet - Union Carbide
Corporation and Subsidiaries - March 31, 1995 and
December 31, 1994............................................ 4
Condensed Consolidated Statement of Cash Flows -
Union Carbide Corporation and Subsidiaries -
Quarter Ended March 31, 1995 and 1994......................... 5
Notes to Condensed Consolidated Financial Statements -
Union Carbide Corporation and Subsidiaries................... 6-9
Discussion and Analysis of Results of Operations
and Financial Condition........................................ 10-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................... 13
Item 4. Submission of Matters to a Vote of Security Holders..... 13-14
Item 6. Exhibits and Reports on Form 8-K........................ 14
Signature........................................................ 15
Exhibit Index.................................................... 16
PART I. FINANCIAL INFORMATION
UNION CARBIDE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
Millions of dollars
(Except per share figures)
Quarter ended March 31,
1995 1994
NET SALES $ 1,453 $ 1,126
Cost of sales, exclusive of depreciation and
amortization 999 856
Research and development 36 32
Selling, administration and other expenses(a) 75 72
Depreciation and amortization 83 67
Interest on long-term and short-term debt 19 16
Partnership income 44 29
Other expense (income) - net (37) 36
INCOME BEFORE PROVISION FOR INCOME TAXES 322 76
Provision for income taxes 97 23
INCOME OF CONSOLIDATED COMPANIES 225 53
Plus: Income from corporate investments
carried at equity 5 10
NET INCOME 230 63
Preferred stock dividend, net of income taxes 2 2
NET INCOME - COMMON STOCKHOLDERS $ 228 $ 61
Earnings per common share
Primary $ 1.57 $ 0.39
Fully diluted $ 1.43 $ 0.37
Cash dividends per common share $ 0.1875 $ 0.1875
(a) Selling, administration and other expenses include:
Selling $ 31 $ 30
Administration 28 27
Other expenses 16 15
$ 75 $ 72
The Notes to Condensed Consolidated Financial Statements on Pages 6 through
9 should be read in conjunction with this statement.
UNION CARBIDE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
Millions of dollars
March 31, Dec. 31,
1995 1994
ASSETS
Cash and cash equivalents $ 72 $ 109
Notes and accounts receivable 1,052 898
Inventories 423 390
Prepaid expenses 200 217
Total current assets 1,747 1,614
Property, plant and equipment 5,984 5,889
Less: Accumulated depreciation 3,418 3,347
Net fixed assets 2,566 2,542
Companies carried at equity 550 418
Other investments and advances 90 88
Total investments and advances 640 506
Other assets 422 366
Total assets $5,375 $5,028
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 321 $ 326
Short-term debt 276 28
Payments to be made within 1 year on
long-term debt 20 19
Accrued income and other taxes 274 179
Other accrued liabilities 620 733
Total current liabilities 1,511 1,285
Long-term debt 898 899
Postretirement benefit obligation 495 488
Other long-term obligations 708 537
Deferred credits 157 242
Minority stockholders' equity in consolidated
subsidiaries 24 24
Convertible preferred stock - ESOP 147 148
Unearned employee compensation - ESOP (103) (104)
UCC stockholders' equity:
Common stock authorized - 500,000,000 shares
Common stock issued - 154,609,669 shares 155 155
Additional paid-in capital 363 369
Equity adjustment from foreign currency
translation (29) (59)
Retained earnings 1,535 1,333
2,024 1,798
Less: Treasury stock, at cost-17,219,060 shares
(10,197,367 shares in 1994) 486 289
Total UCC stockholders' equity 1,538 1,509
Total liabilities and stockholders' equity $5,375 $5,028
The Notes to Condensed Consolidated Financial Statements on Pages 6 through
9 should be read in conjunction with this statement.
UNION CARBIDE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Millions of dollars
Quarter ended March 31,
1995 1994
Increase (decrease) in
cash and cash equivalents
OPERATIONS
Income $ 230 $ 63
Noncash charges (credits) to net income
Depreciation and amortization 83 67
Deferred income taxes (67) 19
Other noncash charges 184 18
Investing debits to net income (218) (16)
Working capital(a) (235) (185)
Long-term assets and liabilities 15 39
Cash Flow From (Used for) Operations (8) 5
INVESTING
Capital expenditures (83) (80)
Investments (222) (34)
Purchase of fixed and other assets (80) -
Sale of investments 343 -
Cash Flow Used for Investing (42) (114)
FINANCING
Change in short-term debt (three months or less) 247 138
Proceeds from long-term debt 2 -
Repayment of long-term debt (6) (30)
Issuance of common stock 24 23
Repurchase of common stock (226) (28)
Payments of dividends (29) (31)
Other 1 -
Cash Flow From Financing 13 72
Effect of exchange rate changes on cash and
cash equivalents - -
Change in cash and cash equivalents (37) (37)
Cash and cash equivalents beginning-of-period 109 108
Cash and cash equivalents end-of-period $ 72 $ 71
Cash paid for interest and income taxes
Interest (net of amount capitalized) $ 22 $ 9
Income taxes $ 69 $ 5
_____________
(a) Net change in working capital by component (excluding cash and cash
equivalents, deferred income taxes and short-term debt):
(Increase) decrease in current assets
Notes and accounts receivable $(149) $(107)
Inventories (18) (20)
Prepaid expenses 4 6
Decrease in payables and accruals (72) (64)
Working capital $(235) $(185)
The Notes to Condensed Consolidated Financial Statements on Pages 6 through
9 should be read in conjunction with this statement.
UNION CARBIDE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Consolidated Financial Statements
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments necessary for a
fair statement of the results for the interim periods. These adjustments
consisted of only normal recurring adjustments. The accompanying
statements should be read in conjunction with the Notes to Financial
Statements of Union Carbide Corporation and Subsidiaries ("the
corporation" or "UCC") in the 1994 annual report to stockholders.
2. Acquisitions, Dispositions and Special Items
On January 26, 1995, the corporation and Mitsubishi Corporation reached an
agreement for the sale of newly issued common stock of UCAR International
Inc. ("UCAR") to a new company formed by Blackstone Capital Partners II
Merchant Banking Fund L.P. ("Blackstone") and a repurchase of certain
shares by UCAR that resulted in Blackstone acquiring a 75 percent interest
in UCAR. The corporation received $343 million in net cash proceeds and
retained a 25 percent equity interest in UCAR. This transaction resulted
in a gain of $220 million ($154 million after-tax) and essentially
eliminates the corporation's share of ongoing future earnings from UCAR.
On February 1, 1995, the corporation purchased the ethylene oxide
derivative businesses from Imperial Chemical Industries of London for
$80 million in cash.
On March 31, 1995, the corporation acquired 50 percent of the equity of
Polimeri Europa S.r.l. ("Polimeri Europa"), from EniChem S.p.A.
("EniChem"). Enichem retained the other 50 percent. In anticipation of
the corporation's acquisition, Enichem had transferred to Polimeri Europa
all of its polyethylene business, excluding its wire & cable compounds
business. The purchase price for the corporation's 50 percent of the
joint venture's equity was DM323 million ($216 million).
During the first quarter of 1995, the corporation recognized a
non-recurring, non-cash charge of $191 million ($134 million after-tax)
for future lease payments on unused office space primarily at the
corporation's Danbury headquarters. The charge, similar to one taken in
1991 for $27 million, reflects the cost of unused office space over the
remaining term of the lease, which runs to 2006, less anticipated sublease
income. In addition, for accounting purposes, the corporation reduced the
depreciable lives of certain computer equipment, resulting in an increase
in depreciation expense of $12 million ($8 million after-tax).
3. Common Stock
On February 6, 1995, the board of directors of the corporation increased
the number of shares that may be repurchased under the existing common
stock repurchase program to 30 million shares. Through March 31, 1995,
the corporation had repurchased 23,384,169 shares since inception of the
program (8,071,909 during 1995) at an average effective price of $26.97
per share.
In conjunction with the corporation's common stock buyback program, put
options were sold in a series of private placements entitling the holders
to sell 5 million shares of common stock to UCC, at specified prices upon
exercise of the options. Since inception of this program, through March
31, 1995, options representing 3,863,800 common shares have expired
unexercised, while options representing 1,136,200 shares were exercised
for $35 million, or an average price of $30.86 per share. There were no
outstanding options at March 31, 1995.
Premiums received since the inception of the program have reduced the
average price of repurchased shares to $26.97 per share from $27.14 per
share.
4. Inventories
Millions of dollars at
March 31, Dec. 31,
1995 1994
Raw materials and supplies $ 120 $ 103
Work in process 46 41
Finished goods 257 246
$ 423 $ 390
5. Commitments and Contingencies
The corporation has entered into 3 major agreements for the purchase of
ethylene-related products and 3 other agreements in the U.S. and Canada.
The net present value of the fixed and determinable portion of these
obligations at March 31, 1995 totaled $423 million.
The corporation is subject to loss contingencies resulting from
environmental laws and regulations, which include obligations to remove or
mitigate the effects on the environment of the disposal or release of
certain wastes and substances at various sites. The corporation has
established accruals for those hazardous waste sites where it is probable
that a loss has been incurred and the amount of the loss can be reasonably
estimated. The reliability and precision of the loss estimates are
affected by numerous factors, such as different stages of site evaluation,
the allocation of responsibility among potentially responsible parties and
the assertion of additional claims. The corporation adjusts its accruals
as new remediation requirements are defined, as information becomes
available permitting reasonable estimates to be made, and to reflect new
and changing facts.
At March 31, 1995, the corporation had established environmental
remediation accruals in the amount of $304 million. Approximately
45 percent of the corporation's environmental accrual at March 31, 1995
pertained to closure and postclosure costs for both operating and closed
facilities. In addition, the corporation had environmental loss
contingencies of $167 million.
The corporation had additional contingent obligations at March 31, 1995 of
$94 million, principally related to obligations assumed by purchasers of
UCC facilities for which UCC is primarily liable, guarantees of debt and
discounted receivables from customers.
See Note 16 of Notes to Financial Statements in the corporation's 1994
Annual Report to Stockholders for information with respect to matters and
proceedings arising from or related to the December 3, 1984 methyl
isocyanate incident at the plant at Bhopal, India, owned and operated by
Union Carbide India Ltd.
The corporation is one of a number of defendants named in approximately
4,277 lawsuits, some of which have more than one plaintiff, involving
silicone gel breast implants. The corporation was not a manufacturer of
breast implants but did supply generic bulk silicone materials to the
industry. Also, in 1990 the corporation acquired and in 1992 divested the
stock of a small specialty silicones company which, among other things,
supplied silicone gel intermediates and silicone dispersions for breast
implants. In 1993, most of the suits that were brought in Federal courts
were consolidated for pre-trial purposes in the United States District
Court, Northern District of Alabama. In 1994, the corporation provisionally
joined a multi-billion dollar settlement of the claims consolidated in that
Court, under which Union Carbide's contribution would be $138 million over
the next several years.
Claimants were entitled to submit claims or to opt out of the settlement.
The settlement provided for a schedule of specific payments to current
claimants, based upon the nature of their claimed injuries, which payments
would be reduced in the event current claims submitted exceeded the
aggregate of $1.2 billion dollars allocated to those claims. If the
schedule of payments were reduced, those who have filed claims would be
given an additional opportunity to opt out. The corporation, as well as the
other companies which are parties to the agreement have the right to
withdraw from the settlement if, among other factors, in their individual
judgment, the number of claimants opting out is too large.
Based upon a sampling of claims filed to date, the Court has determined that
the total amount of current claims likely to be approved for payment would
substantially exceed the $1.2 billion presently designated under the
original settlement schedule. Consequently, the defendants and the
Plaintiff Steering Committee at the request of the Court have commenced
negotiations to reconsider the structure and funding of the settlement. At
this time it is not possible to predict the outcome of these discussions or
whether the corporation will choose to participate in a new settlement if
one is reached. Dow Corning Corporation, the largest contributor to the
settlement, has sought protection under Chapter 11 of the United States
Bankruptcy Code. It is too early to assess the affect of Dow Corning's
bankruptcy petition on the settlement. The corporation has previously taken
before-tax charges aggregating $35 million for this litigation. Although
insurance coverage is subject to issues as to scope and application of
policies, retention limits, exclusions and policy limits, and the insurers
have reserved their right to deny coverage, the corporation believes that
after probable insurance recoveries neither the settlement, the lack of a
settlement, nor litigation outside the settlement will have a material
adverse effect on the consolidated financial position of the corporation.
In addition to the above, the corporation and its consolidated subsidiaries
are involved in a number of legal proceedings and claims with both private
and governmental parties. These cover a wide range of matters including,
but not limited to: product liability; governmental regulatory proceedings;
health, safety and environmental matters; employment; patents; contracts
and taxes. In some of these legal proceedings and claims, the cost of
remedies that may be sought or damages claimed is substantial.
While it is impossible at this time to determine with certainty the
ultimate outcome of any legal proceedings and claims referred to in this
note, management believes that adequate provisions have been made for
probable losses with respect thereto and that such ultimate outcome, after
provisions therefor, will not have a material adverse effect on the
consolidated financial position of the corporation but could have a
material effect on consolidated results of operations in a given quarter
or year. Should any losses be sustained in connection with any of such
legal proceedings and claims, in excess of provisions therefor, they will
be charged to income in the future.
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Overview
For the quarter ended March 31, 1995 the corporation reported net income
available to common stockholders of $228 million, or $1.43 per share fully
diluted ($1.57 per share primary). During the quarter the corporation
experienced higher prices and volumes for most commodity and other chemical
product lines. In addition, during the first quarter of 1995, the corporation
reduced its equity interest in UCAR International Inc. ("UCAR") by one-half,
acquired the ethylene oxide derivative businesses of Imperial Chemical
Industries ("ICI"), purchased a 50 percent interest in Polimeri Europa S.r.l.
("Polimeri Europa"), a European polyethylene joint venture with EniChem S.p.A.
("EniChem") and repurchased over 8 million shares of its common stock. In the
corresponding quarter in 1994 the corporation reported earnings of $61 million
or $0.37 per share fully diluted ($0.39 per share primary). The corporation
expects volumes and prices to continue to be strong for the second quarter of
1995.
Results of Operations
Sales increased 29 percent to $1.453 billion in the first quarter of 1995 from
$1.126 billion during the same period in 1994. Volumes and prices for
substantially all of the corporation's products increased when compared to the
similar period last year. The corporation's variable margin was 50.0 percent
in the first quarter of 1995 versus 46.6 percent in the first quarter of last
year. Gross margin rose even more dramatically to 31.3 percent from 24.0
percent. Raw material prices declined modestly versus the prior year and are
expected to remain at present levels through at least the second quarter.
Fixed manufacturing and distribution costs were 6 percent higher in the first
quarter of 1995 compared to the same period last year due to expenses related
to capital projects, the acquisition of ICI's ethylene oxide derivative
businesses and increased employee profit sharing expense. Selling,
administration and other expenses rose slightly due to additional expense for
employee profit sharing and the increased U.S. dollar equivalent cost of
international overhead.
During the first quarter of 1995, for accounting purposes, the corporation
reduced the depreciable lives of certain computer equipment, resulting in an
increase in depreciation expense of $12 million.
Partnership income rose to $44 million from $29 million, principally based on
the turnaround for Petromont and Company, Limited Partnership, a 50 percent
owned Canadian polyethylene producer, as well as on slightly higher income
from UOP, a 50 percent owned worldwide supplier of process technology,
catalysts, molecular sieves and adsorbents.
Other expense (income) - net for the first quarter of 1995 included the
following items: a $220 million gain on the corporation's reduction of its
equity interest in UCAR and a non-cash charge of $191 million for future lease
payments on unused office space primarily at the corporation's Danbury
headquarters. The charge, similar to the one taken in 1991 for $27 million,
reflects the cost of unused office space over the remaining term of the lease
which runs to 2006, less anticipated sublease income. Included in the first
quarter of 1994 were a $24 million charge for the writeoff of the
corporation's investment in India and associated costs, a $12 million loss on
the proposed sale of the corporation's uranium mill and certain uranium mines
to Energy Fuels, Ltd. and a $24 million gain on the sale of the corporation's
preferred stock investment in OSi Specialties, Inc.
Interest expense increased $3 million in the first quarter of 1995 when
compared to the same quarter last year as rates continue to rise on the
corporation's short-term debt.
Earnings from the corporation's investments carried at equity were reduced by
half in the first quarter of 1995 compared to first quarter 1994 due to the
absence of UCAR's earnings for the last 2 months of the quarter. The
corporation's share of ongoing future earnings from UCAR is essentially
eliminated with the aforementioned reduction in equity interest. On March 31,
1995 the corporation acquired 50 percent of the equity of Polimeri Europa.
EniChem retained the other 50 percent. The corporation expects this joint
venture to begin contributing to earnings in the second quarter of 1995.
The corporation regularly reviews its assets with the objective of maximizing
the deployment of resources in core operations. In this regard, UCC continues
to consider strategies and/or transactions with respect to certain noncore
assets and other assets not essential to the operation of the business that,
if implemented, could result in material nonrecurring gains or losses.
Estimates of future expenses related to environmental protection for
compliance with Federal, state and local laws regulating solid and hazardous
wastes and discharge of materials to air and water, as well as for waste site
remedial activities, and of future capital expenditures relating to
environmental protection, have not changed materially since December 31, 1994.
The reliability and precision of the loss estimates are affected by numerous
factors, such as different stages of site evaluation, the allocation of
responsibility among potentially responsible parties and the assertion of
additional claims.
The corporation has provisionally joined the multi-billion dollar silicone
breast implant litigation settlement agreement, which is currently being
renegotiated. This litigation is discussed in more detail in the "Commitments
and Contingencies" footnote to the financial statements on pages 7 through 9
of this report on form 10-Q.
Financial Condition - March 31, 1995
Cash flow used for operations in the first quarter of 1995 was $8 million
compared to $5 million from operations during the first quarter of 1994. A
significant earnings increase in the first three months of 1995 versus the
same period in 1994 was offset by higher working capital requirements
consistent with increased sales. Other noncash charges include the
$191 million charge for future lease payments on unused office space.
Investing debits to net income include the $220 million gain on the reduction
of the corporation's equity interest in UCAR.
Cash flow used for investing totaled $42 million in the first quarter of 1995,
$114 million in the first quarter of 1994. In the first quarter of 1995 the
corporation purchased a 50 percent interest in Polimeri Europa for
$216 million and the ethylene oxide derivatives businesses of ICI for
$80 million while receiving $343 million for half of its 50 percent equity
interest in UCAR. The corporation invested $26 million in a Brazilian
ethylene company in the first quarter of 1994.
Capital expenditures remained at the same level for the first three months of
1995 when compared to the first quarter of 1994. Major projects include the
UNIPOL II unit at Taft (Star plant), La., a butanol unit at Taft, La., the
ethylene propylene rubber project at Seadrift, Tx. and an energy systems
renewal unit at Texas City, Tx.
Cash flow from financing was $13 million for the first quarter 1995,
representing a decrease of $59 million as compared to $72 million in the same
period in 1994. Proceeds from increased short-term borrowings were largely
offset by the repurchase of 8.1 million shares of common stock.
The corporation's ratio of debt to total capital increased to 43.3 percent at
March 31, 1995 from 38.2 percent at December 31, 1994. At March 31, 1995
there were no outstanding borrowings under the existing major bank credit
agreements aggregating $1.2 billion.
Cash dividends to UCC common stockholders amounted to $26 million in the first
quarter 1995 and $28 million in the first quarter of 1994.
At March 31, 1995, the corporation had committed approximately $35 million for
contracts relating to the corporation's planned joint venture with
Petrochemical Industries Company in Kuwait. The level of commitments in
anticipation of the formation of the joint venture will increase significantly
during 1995.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 5 to the corporation's consolidated financial statements
on pages 7 through 9 of this 10-Q Report.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Annual Meeting - April 26, 1995
(b) Proxies for the meeting were solicited pursuant to Regulation
14A. There was no solicitation in opposition to the
management's nominees as listed in the proxy statement. All of
the management's nominees as listed in the proxy statement were
elected, the vote on said proposal being as follows:
Shares Voted
Directors Shares For Shares Withheld
John J. Creedon 127,110,621 1,721,082
C. Fred Fetterolf 127,438,567 1,393,136
Joseph E. Geoghan 127,071,273 1,760,430
Rainer E. Gut 121,282,323 7,549,380
James M. Hester 127,187,081 1,644,622
Vernon E. Jordan, Jr. 126,850,230 1,981,473
William H. Joyce 126,927,257 1,904,446
Robert D. Kennedy 126,867,158 1,964,545
Ronald L. Kuehn, Jr. 127,484,499 1,347,204
Rozanne L. Ridgway 127,212,988 1,618,715
William S. Sneath 124,879,061 3,952,642
(c) Other matters voted upon.
Proposal to Ratify the Appointment of Auditors
Shareholders ratified the appointment of KPMG Peat Marwick LLP
to conduct the annual audit of the financial statements of the
corporation and its consolidated subsidiary companies for the
year ending December 31, 1995.
The vote was:
FOR - 127,148,809 shares or 99.20 percent of the shares voted.
AGAINST - 1,031,000 shares or 0.80 percent of the shares voted.
ABSTAIN - 651,894 shares.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (Continued)
Proposal on the Adoption of the 1995 Union Carbide
Performance Incentive Plan
Shareholders approved management's proposal to adopt the 1995
Union Carbide Performance Incentive Plan.
The vote was:
FOR - 119,207,285 shares or 93.54 percent of the shares voted.
AGAINST - 8,236,797 shares or 6.46 percent of the shares voted.
ABSTAIN - 1,387,621 shares.
Proposal on Severance Compensation Agreements
Shareholders voted against a shareholder proposal requesting
the adoption of a policy against entering into severance
compensation agreements unless approved by shareholders.
The vote was:
FOR - 21,687,819 shares or 21.03 percent of the shares voted.
AGAINST - 81,455,984 shares or 78.97 percent of the shares
voted.
ABSTAIN - 5,156,079 shares.
BROKER NON-VOTE - 20,531,821 shares.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
The following exhibits are filed as part of this report:
11 - Computation of Earnings Per Share
27 - Financial Data Schedule.
(b) The corporation's Form 8-K dated February 8, 1995 reported the
joint announcement by the corporation and Mitsubishi Corporation
of Japan of the completion of the sale of common stock
representing 75 percent of UCAR International Inc.'s outstanding
shares to a new company formed by Blackstone Capital Partners II
Merchant Banking Fund L.P.
The corporation's Form 8-K dated April 10, 1995 reported the
joint announcement by the corporation and EniChem S.p.A. of the
establishment of a new company, Polimeri Europa S.r.l., which
constitutes a 50-50 joint venture between the two companies.
SIGNATURE
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 thereunto duly authorized.
UNION CARBIDE CORPORATION
(Registrant)
Date: May 15, 1995 By: John K. Wulff
JOHN K. WULFF
Vice-President, Controller
and Principal Accounting
Officer
EXHIBIT INDEX
Exhibit Page
No. Exhibit No.
11 Computation of Earnings Per Share 17
27 Financial Data Schedule 18
Exhibit 11
UNION CARBIDE CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(In millions of dollars except per share amounts)
Quarter Ended March 31,
1995 1994
Earnings Per Share - Primary
Income $ 230 $ 63
Less: Preferred stock dividend 2 3
Net income for primary income calculation $ 228 $ 60
Weighted average number of common
and common equivalent shares applicable
to primary earnings per share calculation
Weighted average number of shares outstanding 140,864,894 151,062,192
Dilutive effect of stock options 4,026,981 3,935,953
144,891,875 154,998,145
Earnings per share - primary $ 1.57 $ 0.39
Earnings Per Share Assuming Full Dilution
Income $ 230 $ 63
Less: Additional ESOP contribution resulting from
assumed conversion of preferred stock - -
Income for fully diluted income calculation $ 230 $ 63
Weighted average number of common
and common equivalent shares applicable to
fully diluted earnings per share calculation
Weighted average number of shares outstanding 140,864,894 151,062,192
Dilutive effect of stock options 4,319,636 3,935,953
Shares issuable upon conversion of UCC
convertible preferred stock 16,428,411 16,649,512
161,612,941 171,647,657
Per share assuming full dilution $ 1.43 $ 0.37
- - 16 -
DRAFT 4/28/95 9:21 AM
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EXHIBIT 27 - FINANCIAL DATA SCHEDULE - UNION CARBIDE CORPORATION
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNION
CARBIDE CORPORATION'S FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<CGS> 999
<TOTAL-COSTS> 999
<OTHER-EXPENSES> 119
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19
<INCOME-PRETAX> 322
<INCOME-TAX> 97
<INCOME-CONTINUING> 230
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 228
<EPS-PRIMARY> 1.57
<EPS-DILUTED> 1.43
</TABLE>
