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, 1994
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: 19
INDEX
Page
Financial Statements
Statement of Financial Condition - The Savings Program
for Employees of Union Carbide Corporation and
Participating Subsidiary Companies -
December 31, 1994 and December 31, 1993 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, 1994 4
Notes to Financial Statements 5-15
Supplemental Schedules 15
Signature 16
Independent Auditors' Report 17
Exhibit Index 18
- 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,
1994 1993
PROGRAM ASSETS
<S> <C> <C>
Investments:
Union Carbide Corporation, Common Stock - 5,029,514
shares and 3,651,714 shares at market value
(Cost $93.3 million and $42.4 million).............. $ 147.7 $ 81.7
Union Carbide Corporation, Convertible Preferred
Stock - 16,440,951 shares and 16,668,890 shares
at fair value
Unallocated (Cost $104.8 million and
$114.0 million)................................. 342.7 284.0
Allocated (Cost $72.4 million and
$49.0 million).................................. 140.2 89.0
Praxair, Inc., Common Stock - 1,789,408 shares and
2,198,414 shares at market value
(Cost $21.5 million and $26.7 million).............. 36.7 36.6
United States Savings Bonds at current redemption
value (Cost $1.3 million and $1.4 million).......... 1.8 1.8
Short-term Securities at market value (Cost
$1.7 million and $0.7 million)...................... 1.7 0.7
Fixed Income Fund (see Note 8) - 9,426,028 units and
10,145,276 units - per unit value $65.58 and $61.69
(Cost $616.8 million and $623.3 million)............ 618.2 625.9
Fidelity Equity-Income Fund, managed for the Trustee
by Fidelity Investments - 493,001 shares and
351,620 shares at market value (Cost $13.0 million
and $9.5 million)................................... 15.1 11.9
Fidelity U.S. Equity Index Portfolio, managed for the
Trustee by Fidelity Investments - 1,250,134 shares
and 1,256,843 shares at market value
(Cost $15.4 million and $15.5 million).............. 21.2 21.7
Fidelity Magellan Fund, managed for the Trustee by
Fidelity Investments - 657,203 shares and 544,557
shares at market value (Cost $35.6 million and
$28.3 million)...................................... 43.9 38.6
Fidelity Contrafund, managed for the Trustee by
Fidelity Investments - 414,431 shares and 259,372
shares at market value (Cost $12.4 million and
$7.6 million)....................................... 12.6 8.0
Fidelity Growth Company Fund, managed for the
Trustee by Fidelity Investments - 176,107 shares
and 93,051 shares at market value
(Cost $4.7 million and $2.5 million)................ 4.8 2.7
Loans to Program participants........................... 43.8 36.5
Other receivables....................................... 0.1 0.2
Total Program Assets.................... $1,430.5 $1,239.3
LIABILITIES AND PROGRAM EQUITY
Amounts payable to participants......................... $ 0.8 $ 0.5
ESOP loan payable to Union Carbide Corporation.......... 104.8 114.0
Other liabilities....................................... 0.5 0.1
Program equity.......................................... 1,324.4 1,124.7
Total Liabilities and Program Equity.... $1,430.5 $1,239.3
</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,
1994 1993 1992
Program Equity at Beginning of Year ......... $1,124.7 $ 921.2 $ 804.4
Investment Income:
Dividends ................................. 16.6 16.8 21.3
Interest .................................. 40.0 45.4 50.7
56.6 62.2 72.0
Net Change in Appreciation
of Investments ............................ 132.8 123.4 187.1
Contributions and Deposits:
Amounts Deposited by Participating
Employees ............................... 41.2 43.6 55.8
Amounts Contributed by Participating
Employers ............................... 7.8 5.5 16.2
49.0 49.1 72.0
Allocation of ESOP Stock to Participants .... 22.7 14.8 18.9
Net Additions to Program ............. 261.1 249.5 350.0
Withdrawals ................................. (35.2) (30.6) (39.5)
Administration Costs and Expenses ........... (2.4) (0.9) (0.3)
Interest Expense on ESOP Loan ............... (9.7) (10.3) (17.3)
Transfers from (to) Other Savings
Plans (Note 5) ............................ (8.6) 1.4 (162.4)
Allocation of ESOP Stock to Participants..... (5.5) (5.6) (13.7)
Income and Changes in Program Equity
for the Year .............................. 199.7 203.5 116.8
Program Equity at End of Year ............... $1,324.4 $1,124.7 $ 921.2
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, certain fixed income investments which are carried
at contract value and Union Carbide Corporation Convertible Preferred Stock,
which is valued at fair value. Fair value of Union Carbide Corporation
Convertible Preferred Stock is the greater of the market value of Union
Carbide Corporation Common Stock and the established floor price of $8.981.
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 Note 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,
UCC distributed to its holders of common stock, including participants in the
Program, one share of Praxair Common Stock and an associated Praxair Common
Stock purchase right for each share of UCC Common Stock. 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.
In accordance with the provisions of Statement of Position 94-4, "Reporting of
Investment Contracts Held by Health and Welfare Benefit Plans and Defined-
Contribution Pension Plans", insurance contracts are carried at contract value
in the accompanying financial statements.
- 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
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 1994 was $9,240) 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 deduction"). Effective
January 1, 1995, the corporation contribution was increased from 50% to 75%.
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 (see Note 6).
On March 10, 1994, UCC 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.
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.
Effective January 1, 1995 the Program changed its name to the Savings and
Investment Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies to reflect its expanding role in employees'
retirement, estate and financial planning.
Note 3 - Investment Programs
Participants may invest their basic deduction and a supplemental deduction (an
additional 1/2% to 10% of the employee's compensation) 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 may not invest a supplemental
deposit (a cash deposit, made on an after-tax basis, ineligible for a
corporation contribution) 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 ceased being a part of the Program.
- 6 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 3 - Investment Programs (Continued)
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.
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 Program. Dividends earned on Praxair Common
Stock are reinvested in the Fixed Income Fund.
At December 31, 1994, there were 10,107 employees participating in the Program
(10,025 at December 31, 1993 and 10,598 at December 31, 1992). 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>
General UCC Discounted U.S. Fixed Praxair
Savings Common Company Savings Income Common
Fund Stock ESOP Stock Fund Bonds Fund Stock
<S> <C> <C> <C> <C> <C> <C> <C>
Dec. 31, 1994 - 3,775 9,922 2,600 195 8,605 1,845
Dec. 31, 1993 - 3,309 9,363 2,223 226 9,621 2,396
Dec. 31, 1992 1,266 3,400 9,893 2,109 251 10,016 3,053
<CAPTION>
Fidelity Fidelity
Equity- U.S. Equity Fidelity Fidelity Growth
Income Index Magellan Contra- Company
Fund Portfolio Fund fund Fund Loans
<S> <C> <C> <C> <C> <C> <C>
Dec. 31, 1994 975 1,075 2,146 846 459 4,176
Dec. 31, 1993 868 1,209 2,069 658 327 4,112
Dec. 31, 1992 668 1,237 1,763 - - 3,677
</TABLE>
Note 4 - Unrealized Appreciation of Investments
Following is a summary of unrealized appreciation by Investment Program, which
is included in "Net Change in Appreciation" in the Statement of Income and
Changes in Program Equity.
<TABLE>
<CAPTION>
(Millions of Dollars)
___________________________________
Fidelity
Total UCC Discounted Equity-
Savings Common Company Income
Program Stock Stock Fund Fund
<S> <C> <C> <C> <C>
Unrealized Appreciation
at December 31, 1994 .................. $393.0 $35.0 $ 19.4 $ 2.1
Unrealized Appreciation
at December 31, 1993 .................. $281.3 $26.3 $ 13.0 $ 2.4
<CAPTION>
(Millions of Dollars)
______________________________________
Fidelity Fidelity
U.S. Equity Fidelity Fidelity Growth
Index Magellan Contra- Company
Portfolio Fund Fund Fund
<S> <C> <C> <C> <C>
Unrealized Appreciation
at December 31, 1994 ........... $ 5.8 $ 8.3 $ 0.2 $ 0.1
Unrealized Appreciation
at December 31, 1993 ........... $ 6.2 $ 10.3 $ 0.4 $ 0.2
<CAPTION>
(Millions of Dollars)
________________________________
Praxair ESOP ESOP Fixed
Common Allo- Unal- Income
Stock cated located Fund
<S> <C> <C> <C> <C>
Unrealized Appreciation
at December 31, 1994 .................. $ 15.2 $ 67.8 $237.9 $ 1.2
Unrealized Appreciation
at December 31, 1993 .................. $ 9.9 $ 40.0 $170.0 $ 2.6
</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,
1994 1993 1992
Total Total Total
Savings Savings Savings
Program Program Program
Transferred from the plans of employees'
previous employers .......................... $ 0.3 $ 1.4 $ 0.1
Transferred to Savings Program for Employees
of Praxair, Inc. (see Note 1)............... - - (162.5)
Transferred to Savings Program for Employees
of OSi Specialties, Inc.* .................. (8.9) - -
Transfers from (to) other savings plans. $ (8.6) $ 1.4 $(162.4)
* During 1993, Union Carbide Corporation sold the OrganoSilicon business
("OSi"). In May, 1994, the investment fund balances of certain OSi
employees in the Program were transferred to the newly established Savings
Program for Employees of OSi Specialties, Inc.
Note 6 - Employee Stock Ownership Plan
The Employee Stock Ownership Plan ("ESOP") is an integral part of the Program.
In November 1990, the trust established for the ESOP purchased 15.1 million
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 UCC Common Stock.
- 8 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 6 - Employee Stock Ownership Plan (Continued)
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, the spin-off date,
the conversion price, liquidation price and annual preferred dividend of the
ESOP 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 adjusted
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, associated with the sale
and transfer of UCC 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 year ended December 31,
1994, the Program paid certain administration costs and recordkeeping expenses
of the Program. The corporation paid those expenses not borne by the Program.
For the years ended December 31, 1993 and 1992, the corporation paid all the
administration costs and recordkeeping expenses of the Program.
Note 8 - Fixed Income Fund
During 1993, the Program expanded the Fixed Income Fund to include two bond
portfolios actively managed by Pacific Investment Management Company and
Jennison Associates Capital Corporation. The portfolios consist of
government, corporate and international investment grade securities. Pacific
Mutual Life Insurance Company and The Prudential Insurance Company of America
were contracted to provide, in most instances, liquidity guarantees ("wrapper
insurance") of these two 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.
- 9 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 8 - Fixed Income Fund (Continued)
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,
1994 1993
Contracts with Banks and Insurance Companies,
at Contract Value...................................... $274.9 $319.7
Investments managed by Investment Firms under Wrapper
Insurance Contracts:
U.S. Government Securities, valued at market......... $102.4 $ 91.4
Corporate Securities, valued at market............... 142.7 92.5
International Securities, denominated in
U.S. dollars, valued at market..................... 10.3 11.7
Commercial Paper..................................... 20.7 -
Chemical Bank Temporary Investment Fund.............. 34.6 47.2
Unsettled Purchase and Sale Transactions............. 1.2 -
Wrapper Insurance Contracts.......................... 19.6 -
Total Investments managed by Investment Firms............ $331.5 $242.8
Chemical Bank Temporary Investment Fund.................. $ 11.8 $ 63.4
Total Fixed Income Fund.................................. $618.2 $625.9
The average yield ranged from (2.12%) to 10.33% and 5.52% to 10.33% for the
periods ending December 31, 1994 and 1993, respectively. The crediting
interest rate, the fixed rate of return for the contracts, ranged from 5.19%
to 10.33% and 5.52% to 10.33% as of December 31, 1994 and 1993, respectively.
The crediting interest rate for the contracts with banks and insurance
companies is determined at inception of the contracts and does not fluctuate
over their life. The crediting interest rate for the investments managed by
investment firms under wrapper insurance contracts is reset quarterly and is
based on such factors as the individual bond portfolio's book value, duration,
market value and current yield. The contract with The Prudential Insurance
Company of America has established a minimum crediting interest rate of 2%.
- 10 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 9 - Federal Income Taxes
The Internal Revenue Service has determined and informed the corporation by a
determination letter dated May 30, 1995 that the Program is qualified within
the meaning of Section 401(a) and accordingly the trust is exempt from Federal
Income Tax under Section 501(a) of the Internal Revenue Code.
Participant elective deferrals are subject to the maximum allowed by the
Internal Revenue Code for the 401(k) part of the Program, which in 1994 was
$9,240.
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, 1994, 1993 and 1992 are as follows:
- 11 -
<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)
(Millions of Dollars)
Year Ended December 31, 1994
<CAPTION>
Total UCC ESOP ESOP
Savings Common Allo- Unal-
Program Stock cated located
<S> <C> <C> <C> <C>
Program Equity at December 31, 1993 ..... $1,124.7 $ 34.2 $ 89.0 $170.0
Investment Income:
Dividends.............................. 16.6 3.0 3.6 9.5
Interest............................... 40.0 - - 0.1
56.6 3.0 3.6 9.6
Net Change in Appreciation
(Depreciation) of Investments.......... 132.8 18.8 31.1 67.9
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 41.2 0.7 - -
Amounts Contributed by Participating
Employers............................ 7.8 - - 7.8
49.0 0.7 - 7.8
Allocation of ESOP Stock to Participants. 22.7 - 22.7 -
Loan Repayments (including interest)..... - 1.3 - -
Net Additions to Program.......... 261.1 23.8 57.4 85.3
Withdrawals.............................. (35.2) (1.5) (1.9) -
Loans to Program Participants............ - (1.3) - -
Administration Costs and Expenses........ (2.4) - - (1.4)
Interest Expense on ESOP Loan............ (9.7) - - (9.7)
Transfers from (to) Other Savings
Plans (Note 5)......................... (8.6) (1.2) - -
Transfers Among Investment Options....... - 34.6 (5.1) -
Allocation of ESOP Stock to Participants. (5.5) - - (5.5)
Income and Changes in Program Equity
for the Year.......................... 199.7 54.4 50.4 68.7
Program Equity at December 31, 1994...... $1,324.4 $ 88.6 $139.4 $238.7
<CAPTION>
Dis-
counted Fidelity
Company U.S. Fixed Equity-
Stock Savings Income Income
Fund Bonds Fund Fund
<S> <C> <C> <C> <C>
Program Equity at December 31, 1993 ..... $ 47.5 $ 1.9 $625.9 $ 11.9
Investment Income:
Dividends.............................. - - - -
Interest............................... - 0.1 36.7 -
- 0.1 36.7 -
Net Change in Appreciation
(Depreciation) of Investments.......... 9.1 - (1.4) -
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 8.1 0.1 25.4 1.1
Amounts Contributed by Participating
Employers............................ - - - -
8.1 0.1 25.4 1.1
Allocation of ESOP Stock to Participants. - - - -
Loan Repayments (including interest)..... - - 18.0 0.2
Net Additions to Program.......... 17.2 0.2 78.7 1.3
Withdrawals.............................. (0.4) (0.1) (27.5) (0.3)
Loans to Program Participants............ (0.3) - (23.1) (0.3)
Administration Costs and Expenses........ - - (1.0) -
Interest Expense on ESOP Loan............ - - - -
Transfers from (to) Other Savings
Plans (Note 5)......................... (0.1) - (6.8) -
Transfers Among Investment Options....... (4.8) (0.1) (27.8) 2.5
Allocation of ESOP Stock to Participants. - - - -
Income and Changes in Program Equity
for the Year.......................... 11.6 - (7.5) 3.2
Program Equity at December 31, 1994...... $ 59.1 $ 1.9 $618.4 $ 15.1
<CAPTION>
Fidelity Fidel-
U.S. Fidel- ity
Equity Fidelity ity Growth
Index Magellan Contra- Company
Portfolio Fund fund Fund
<S> <C> <C> <C> <C>
Program Equity at December 31, 1993 ..... $ 21.7 $ 38.7 $ 8.0 $ 2.7
Investment Income:
Dividends.............................. - - - -
Interest............................... - - - -
- - - -
Net Change in Appreciation
(Depreciation) of Investments.......... 0.3 (0.9) (0.1) (0.1)
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 0.9 3.5 1.0 0.4
Amounts Contributed by Participating
Employers............................ - - - -
0.9 3.5 1.0 0.4
Allocation of ESOP Stock to Participants. - - - -
Loan Repayments (including interest)..... 0.2 1.3 0.3 0.1
Net Additions to Program.......... 1.4 3.9 1.2 0.4
Withdrawals.............................. (0.4) (0.7) (0.2) (0.1)
Loans to Program Participants............ (0.3) (1.2) (0.2) (0.1)
Administration Costs and Expenses........ - - - -
Interest Expense on ESOP Loan............ - - - -
Transfers from (to) Other Savings
Plans (Note 5)......................... - 0.1 - -
Transfers Among Investment Options....... (1.2) 3.2 3.8 1.9
Allocation of ESOP Stock to Participants. - - - -
Income and Changes in Program Equity
for the Year.......................... (0.5) 5.3 4.6 2.1
Program Equity at December 31, 1994...... $ 21.2 $ 44.0 $ 12.6 $ 4.8
<CAPTION>
Praxair
Common
Loans Stock
<S> <C> <C>
Program Equity at December 31, 1993 ..... $ 36.6 $ 36.6
Investment Income:
Dividends.............................. - 0.5
Interest............................... 3.1 -
3.1 0.5
Net Change in Appreciation
(Depreciation) of Investments.......... - 8.1
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ - -
Amounts Contributed by Participating
Employers............................ - -
- -
Allocation of ESOP Stock to Participants. - -
Loan Repayments (including interest)..... (21.4) -
Net Additions to Program.......... (18.3) 8.6
Withdrawals.............................. (1.3) (0.8)
Loans to Program Participants............ 27.4 (0.6)
Administration Costs and Expenses........ - -
Interest Expense on ESOP Loan............ - -
Transfers from (to) Other Savings
Plans (Note 5)......................... (0.5) (0.1)
Transfers Among Investment Options....... - (7.0)
Allocation of ESOP Stock to Participants. - -
Income and Changes in Program Equity
for the Year.......................... 7.3 0.1
Program Equity at December 31, 1994...... $ 43.9 $ 36.7
</TABLE>
- 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)
(Millions of Dollars)
Year Ended December 31, 1993
<CAPTION>
Total General UCC ESOP
Savings Savings Common Allo-
Program Fund Stock cated
<S> <C> <C> <C> <C>
Program Equity at December 31, 1992 ..... $ 921.2 $ 4.5 $ 23.2 $53.8
Investment Income:
Dividends.............................. 16.8 - 2.9 2.9
Interest............................... 45.4 0.2 - -
62.2 0.2 2.9 2.9
Net Change in Appreciation
(Depreciation) of Investments.......... 123.4 - 15.9 21.3
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 43.6 0.8 0.7 -
Amounts Contributed by Participating
Employers............................ 5.5 - - -
49.1 0.8 0.7 -
Allocation of ESOP Stock to Participants. 14.8 - - 14.8
Loan Repayments (including interest)..... - - 0.9 -
Net Additions to Program.......... 249.5 1.0 20.4 39.0
Withdrawals.............................. (30.6) (0.2) (1.2) (1.5)
Loans to Program Participants............ - - (1.2) -
Administration Costs and Expenses........ (0.9) - - -
Interest Expense on ESOP Loan............ (10.3) - - -
Transfers from (to) Other Savings
Plans (Note 5)......................... 1.4 - 0.2 -
Transfers Among Investment Options....... - - (7.2) (2.3)
Allocation of ESOP Stock to Participants. (5.6) - - -
Rollovers of Distributions from
the General Savings Fund............... - (5.3) - -
Income and Changes in Program Equity
for the Year.......................... 203.5 (4.5) 11.0 35.2
Program Equity at December 31, 1993...... $1,124.7 $ - $ 34.2 $89.0
<CAPTION>
Dis-
UCC counted
ESOP Deben- Company U.S.
Unal- tures Stock Savings
located & Notes Fund Bonds
<S> <C> <C> <C> <C>
Program Equity at December 31, 1992 ..... $104.2 $ 0.1 $ 38.5 $ 1.8
Investment Income:
Dividends.............................. 10.4 - - -
Interest............................... - - - 0.1
10.4 - - 0.1
Net Change in Appreciation
(Depreciation) of Investments.......... 65.8 - 7.2 -
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ - - 6.5 0.1
Amounts Contributed by Participating
Employers............................ 5.5 - - -
5.5 - 6.5 0.1
Allocation of ESOP Stock to Participants. - - - -
Loan Repayments (including interest)..... - - - 0.1
Net Additions to Program.......... 81.7 - 13.7 0.3
Withdrawals.............................. - - (0.3) (0.1)
Loans to Program Participants............ - - (0.1) (0.1)
Administration Costs and Expenses........ - - - -
Interest Expense on ESOP Loan............ (10.3) - - -
Transfers from (to) Other Savings
Plans (Note 5)......................... - - - -
Transfers Among Investment Options....... - (0.1) (4.3) -
Allocation of ESOP Stock to Participants. (5.6) - - -
Rollovers of Distributions from
the General Savings Fund............... - - - -
Income and Changes in Program Equity
for the Year.......................... 65.8 (0.1) 9.0 0.1
Program Equity at December 31, 1993...... $170.0 $ - $ 47.5 $ 1.9
<CAPTION>
Fidelity
Fidelity U.S.
Fixed Equity- Equity Fidelity
Income Income Index Magellan
Fund Fund Portfolio Fund
<S> <C> <C> <C> <C>
Program Equity at December 31, 1992 ..... $568.5 $ 5.8 $ 20.1 $ 26.0
Investment Income:
Dividends.............................. - - - -
Interest............................... 42.3 - - -
42.3 - - -
Net Change in Appreciation
(Depreciation) of Investments.......... 2.6 1.7 2.0 6.8
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 29.3 1.0 1.1 3.4
Amounts Contributed by Participating
Employers............................ - - - -
29.3 1.0 1.1 3.4
Allocation of ESOP Stock to Participants. - - - -
Loan Repayments (including interest)..... 15.3 0.1 0.2 0.9
Net Additions to Program.......... 89.5 2.8 3.3 11.1
Withdrawals.............................. (24.0) (0.1) (0.4) (0.6)
Loans to Program Participants............ (20.9) (0.2) (0.3) (0.9)
Administration Costs and Expenses........ (0.9) - - -
Interest Expense on ESOP Loan............ - - - -
Transfers from (to) Other Savings
Plans (Note 5)......................... 1.0 0.1 - -
Transfers Among Investment Options....... 7.4 3.5 (1.0) 3.1
Allocation of ESOP Stock to Participants. - - - -
Rollovers of Distributions from
the General Savings Fund............... 5.3 - - -
Income and Changes in Program Equity
for the Year.......................... 57.4 6.1 1.6 12.7
Program Equity at December 31, 1993...... $625.9 $ 11.9 $ 21.7 $ 38.7
<CAPTION>
Fidel-
Fidel- ity
ity Growth Praxair
Contra- Company Common
fund Fund Loans Stock
<S> <C> <C> <C> <C>
Program Equity at December 31, 1992 ..... $ - $ - $ 28.2 $ 46.5
Investment Income:
Dividends.............................. - - - 0.6
Interest............................... - - 2.8 -
- - 2.8 0.6
Net Change in Appreciation
(Depreciation) of Investments.......... 0.5 0.2 - (0.6)
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 0.5 0.2 - -
Amounts Contributed by Participating
Employers............................ - - - -
0.5 0.2 - -
Allocation of ESOP Stock to Participants. - - - -
Loan Repayments (including interest)..... 0.2 0.1 (17.8) -
Net Additions to Program.......... 1.2 0.5 (15.0) -
Withdrawals.............................. - - (1.1) (1.1)
Loans to Program Participants............ (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
Transfers Among Investment Options....... 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.......................... 8.0 2.7 8.4 (9.9)
Program Equity at December 31, 1993...... $ 8.0 $ 2.7 $ 36.6 $ 36.6
</TABLE>
- 13 -
<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)
(Millions of Dollars)
Year Ended December 31, 1992
<CAPTION>
Total General UCC ESOP
Savings Savings Common Allo-
Program Fund Stock cated
<S> <C> <C> <C> <C>
Program Equity at December 31, 1991 ............ $804.4 $ 3.8 $ 75.9 $24.2
Investment Income:
Dividends .................................... 21.3 - 3.5 2.6
Interest ..................................... 50.7 0.3 - -
72.0 0.3 3.5 2.6
Net Change in Appreciation of Investments....... 187.1 - 31.5 22.6
Contributions and Deposits:
Amounts Deposited by Participating Employees.. 55.8 2.5 0.9 -
Amounts Contributed by Participating Employers 16.2 - - -
72.0 2.5 0.9 -
Allocation of ESOP Stock to Participants ....... 18.9 - - 18.9
Loan Repayments (including interest) ........... - - 0.7 -
Net Additions to Program ................ 350.0 2.8 36.6 44.1
Withdrawals .................................... (39.5) (0.6) (1.3) (1.1)
Loans to Program Participants .................. - - (1.4) -
Administration Costs and Expenses .............. (0.3) - - -
Interest Expense on ESOP Loan .................. (17.3) - - -
Transfers from (to) Other Savings Plans (Note 5) (162.4) (1.2) (42.7) -
Transfers Among Investment Options ............. - - (43.9)(13.4)
Allocation of ESOP Stock to Participants ....... (13.7) - - -
Rollovers of Distributions from
the General Savings Fund ..................... - (0.3) - -
Income and Changes in Program Equity
for the Year ................................ 116.8 0.7 (52.7) 29.6
Program Equity at December 31, 1992 ............ $921.2 $ 4.5 $ 23.2 $53.8
<CAPTION>
UCC
ESOP Deben- Discounted
Unal- tures Company
located & Notes Stock Fund
<S> <C> <C> <C>
Program Equity at December 31, 1991 .......... $ - $ 0.2 $ 29.2
Investment Income:
Dividends .................................. 14.8 - -
Interest ................................... - - -
14.8 - -
Net Change in Appreciation of Investments..... 104.2 - 11.2
Contributions and Deposits:
Amounts Deposited by Participating Employees - - 6.5
Amounts Contributed by Participating Employers 16.2 - -
16.2 - 6.5
Allocation of ESOP Stock to Participants ..... - - -
Loan Repayments (including interest) ......... - - -
Net Additions to Program .............. 135.2 - 17.7
Withdrawals .................................. - - (0.5)
Loans to Program Participants ................ - - (0.2)
Administration Costs and Expenses ............ - - -
Interest Expense on ESOP Loan ................ (17.3) - -
Transfers from (to) Other Savings Plans (Note 5) - (0.1) -
Transfers Among Investment Options ........... - - (7.7)
Allocation of ESOP Stock to Participants ..... (13.7) - -
Rollovers of Distributions from
the General Savings Fund ................... - - -
Income and Changes in Program Equity
for the Year .............................. 104.2 (0.1) 9.3
Program Equity at December 31, 1992 .......... $104.2 $ 0.1 $ 38.5
<CAPTION>
Fidelity
U.S. Fixed Equity-
Savings Income Income
Bonds Fund Fund
<S> <C> <C> <C>
Program Equity at December 31, 1991 ............ $ 2.0 $594.7 $ 4.1
Investment Income:
Dividends .................................... - - -
Interest ..................................... 0.1 47.8 -
0.1 47.8 -
Net Change in Appreciation of Investments....... - - 0.6
Contributions and Deposits:
Amounts Deposited by Participating Employees.. 0.3 39.4 0.8
Amounts Contributed by Participating Employers - - -
0.3 39.4 0.8
Allocation of ESOP Stock to Participants ....... - - -
Loan Repayments (including interest) ........... - 13.3 0.1
Net Additions to Program ................ 0.4 100.5 1.5
Withdrawals .................................... (0.1) (32.5) (0.3)
Loans to Program Participants .................. (0.1) (23.1) (0.1)
Administration Costs and Expenses .............. - (0.3) -
Interest Expense on ESOP Loan .................. - - -
Transfers from (to) Other Savings Plans (Note 5) (0.4) (97.9) (1.0)
Transfers Among Investment Options ............. - 26.8 1.6
Allocation of ESOP Stock to Participants ....... - - -
Rollovers of Distributions from
the General Savings Fund ..................... - 0.3 -
Income and Changes in Program Equity
for the Year ................................ (0.2) (26.2) 1.7
Program Equity at December 31, 1992 ............ $ 1.8 $568.5 $ 5.8
<CAPTION>
Fidelity
U.S. Equity Fidelity
Index Magellan
Portfolio Fund
<S> <C> <C>
Program Equity at December 31, 1991 ............ $ 22.4 $ 23.2
Investment Income:
Dividends .................................... - -
Interest ..................................... - -
- -
Net Change in Appreciation of Investments....... 1.3 1.5
Contributions and Deposits:
Amounts Deposited by Participating Employees.. 1.5 3.9
Amounts Contributed by Participating Employers - -
1.5 3.9
Allocation of ESOP Stock to Participants ....... - -
Loan Repayments (including interest) ........... 0.2 0.7
Net Additions to Program ................ 3.0 6.1
Withdrawals .................................... (0.5) (0.7)
Loans to Program Participants .................. (0.5) (0.7)
Administration Costs and Expenses .............. - -
Interest Expense on ESOP Loan .................. - -
Transfers from (to) Other Savings Plans (Note 5) (4.6) (5.0)
Transfers Among Investment Options ............. 0.3 3.1
Allocation of ESOP Stock to Participants ....... - -
Rollovers of Distributions from
the General Savings Fund ..................... - -
Income and Changes in Program Equity
for the Year ................................ (2.3) 2.8
Program Equity at December 31, 1992 ............ $ 20.1 $ 26.0
<CAPTION>
Praxair
Common
Loans Stock
<S> <C> <C>
Program Equity at December 31, 1991 ............ $ 24.7 $ -
Investment Income:
Dividends .................................... - 0.4
Interest ..................................... 2.5 -
2.5 0.4
Net Change in Appreciation of Investments....... - 14.2
Contributions and Deposits:
Amounts Deposited by Participating Employees.. - -
Amounts Contributed by Participating Employers - -
- -
Allocation of ESOP Stock to Participants ....... - -
Loan Repayments (including interest) ........... (15.0) -
Net Additions to Program ................ (12.5) 14.6
Withdrawals .................................... (1.1) (0.8)
Loans to Program Participants .................. 26.5 (0.4)
Administration Costs and Expenses .............. - -
Interest Expense on ESOP Loan .................. - -
Transfers from (to) Other Savings Plans (Note 5) (9.4) (0.1)
Transfers Among Investment Options ............. - 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 ................................ 3.5 46.5
Program Equity at December 31, 1992 ............ $ 28.2 $ 46.5
</TABLE>
- 14 -
THE SAVINGS PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 11 - Merger of Corporation
On April 27, 1994, the shareholders of UCC approved the merger of UCC into its
wholly owned subsidiary, Union Carbide Chemicals and Plastics Company Inc.
("UCC&P") effective as of May 1, 1994 and the renaming of UCC&P as Union
Carbide Corporation. The merger required post-merger UCC 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.
- 15 -
SIGNATURE
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 23, 1995 By: John K. Wulff
Name: JOHN K. WULFF
Title: Vice-President, Controller and
Principal Accounting Officer,
Union Carbide Corporation
- 16 -
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, 1994 and 1993, and the
related statements of income and changes in program equity for each of the
years in the three-year period ended December 31, 1994. 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 Program as of December
31, 1994 and 1993, and the results of its operations for each of the years in
the three-year period ended December 31, 1994, in conformity with generally
accepted accounting principles.
Our 1994 audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The 1994 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. The 1994 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 LLP
Stamford, Connecticut
June 23, 1995
- 17 -
EXHIBIT INDEX
Exhibit Page
No. Exhibit No.
23 Independent Auditors' Consent 19
- 18 -
Exhibit 23
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. 33-58931) of Union Carbide Corporation of our report, dated
June 23, 1995 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, 1994 and 1993 and the statements of
income and changes in program equity for each of the years in the three-year
period ended December 31, 1994 included in this annual report on Form 11-K.
KPMG PEAT MARWICK LLP
June 23, 1995
Stamford, Connecticut
- 19 -
