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, 1995
Commission file no. 2-61045
THE SAVINGS AND INVESTMENT 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: 18
INDEX
Page
Financial Statements
Statement of Financial Condition - The Savings and
Investment Program for Employees of Union Carbide
Corporation and Participating Subsidiary Companies -
December 31, 1995 and 1994 3
Statement of Income and Changes in Program Equity - The
Savings and Investment Program for Employees of
Union Carbide Corporation and Participating Subsidiary
Companies - Three Years Ended December 31, 1995 4
Notes to Financial Statements 5-14
Supplemental Schedules 14
Signature 15
Independent Auditors' Report 16
Exhibit Index 17
- 2 -
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
<TABLE>
STATEMENT OF FINANCIAL CONDITION
<CAPTION>
(Millions of Dollars)
December 31,
1995 1994
PROGRAM ASSETS
<S> <C> <C>
Investments:
Union Carbide Corporation, Common Stock - 4,894,015
shares and 5,029,514 shares at market value
(Cost $105.9 million and $93.3 million)............. $ 183.5 $ 147.7
Union Carbide Corporation, Convertible Preferred
Stock - 16,229,849 shares and 16,440,951 shares
at fair value
Unallocated (Cost $97.5 million and
$104.8 million)................................. 407.0 342.7
Allocated (Cost $96.1 million and
$72.4 million).................................. 201.6 140.2
Praxair, Inc., Common Stock - 1,574,404 shares and
1,789,408 shares at market value
(Cost $18.9 million and $21.5 million).............. 53.0 36.7
United States Savings Bonds at current redemption
value (Cost $1.3 million and $1.3 million).......... 1.8 1.8
Short-term Securities at market value (Cost
$0.8 million and $1.7 million)...................... 0.8 1.7
Fixed Income Fund (see Note 8) - 9,809,517 units and
9,426,028 units - per unit value $69.91 and $65.58
(Cost $683.2 million and $616.8 million)............ 685.8 618.2
Fidelity Equity-Income Fund, managed for the Trustee
by Fidelity Investments - 583,589 shares and
493,001 shares at market value (Cost $15.6 million
and $13.0 million).................................. 22.1 15.1
Fidelity U.S. Equity Index Portfolio, managed for the
Trustee by Fidelity Investments - 1,320,091 shares
and 1,250,134 shares at market value
(Cost $16.8 million and $15.4 million).............. 29.8 21.2
Fidelity Magellan Fund, managed for the Trustee by
Fidelity Investments - 674,511 shares and 657,203
shares at market value (Cost $37.4 million and
$35.6 million)...................................... 58.0 43.9
Fidelity Contrafund, managed for the Trustee by
Fidelity Investments - 518,171 shares and 414,431
shares at market value (Cost $15.4 million and
$12.4 million)...................................... 19.7 12.6
Fidelity Growth Company Fund, managed for the
Trustee by Fidelity Investments - 270,617 shares
and 176,107 shares at market value
(Cost $7.9 million and $4.7 million)................ 9.9 4.8
Loans to Program Participants........................... 48.4 43.8
Other receivables....................................... 1.6 0.1
Total Program Assets.................... $1,723.0 $1,430.5
LIABILITIES AND PROGRAM EQUITY
Amounts payable to participants......................... $ 0.5 $ 0.8
ESOP loan payable to Union Carbide Corporation.......... 97.5 104.8
Other liabilities....................................... 1.7 0.5
Program equity.......................................... 1,623.3 1,324.4
Total Liabilities and Program Equity.... $1,723.0 $1,430.5
</TABLE>
The accompanying notes are an integral part of the Financial Statements.
- 3 -
THE SAVINGS AND INVESTMENT 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,
1995 1994 1993
Program Equity at Beginning of Year ......... $1,324.4 $1,124.7 $ 921.2
Investment Income:
Dividends ................................. 17.2 16.6 16.8
Interest .................................. 47.2 40.0 45.4
64.4 56.6 62.2
Net Change in Appreciation
of Investments ............................ 217.6 132.8 123.4
Contributions and Deposits:
Amounts Deposited by Participating
Employees ............................... 44.4 41.2 43.6
Amounts Contributed by Participating
Employers ............................... 4.6 7.8 5.5
49.0 49.0 49.1
Allocation of ESOP Stock to Participants .... 22.9 22.7 14.8
Net Additions to Program ............. 353.9 261.1 249.5
Withdrawals ................................. (40.6) (35.2) (30.6)
Administration Costs and Expenses ........... (3.0) (2.4) (0.9)
Interest Expense on ESOP Loan ............... (9.3) (9.7) (10.3)
Transfers from (to) Other Savings
Plans (see Note 5) ........................ 1.1 (8.6) 1.4
Allocation of ESOP Stock to Participants..... (3.2) (5.5) (5.6)
Income and Changes in Program Equity
for the Year .............................. 298.9 199.7 203.5
Program Equity at End of Year ............... $1,623.3 $1,324.4 $1,124.7
The accompanying notes are an integral part of the Financial Statements.
- 4 -
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS
Note 1 - Summary of Significant Accounting Policies
Investments are 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 carried 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 and Investment 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.
The investment fund, Praxair Common Stock, was created by the distribution of
Praxair, Inc. ("Praxair") Common Stock to Program participants upon the
completion of UCC's 1992 spin-off of Praxair. This investment fund was closed
to new participants and existing participants are unable to increase their
investment in the fund.
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 AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2 - Description of the Program
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.
Subject to the maximum allowed by the Internal Revenue Code for the 401(k)
part of the Program ($9,240 in 1995), participants may elect to have the
corporation pay from 1% to 17 1/2% of the employee's compensation to the
Program instead of paying that amount to the employee. The minimum
participation percentage is 1%.
Each employee who chooses to participate in the Program receives an allocation
of convertible preferred stock from the Employee Stock Ownership Plan ("ESOP")
portion of the Program (see Note 6) equal to 75% of the amount contributed by
the employee (50% prior to January 1, 1995), up to 7 1/2% of the employee's
compensation ("basic deduction"). The corporation contributes funds to the
Program necessary to release such stock from the ESOP to a participant's
individual account.
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 a withdrawal was 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 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 (UCC)
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, which ceased being a part of the Program on 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).
- 6 -
THE SAVINGS AND INVESTMENT 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, 1995, there were 9,712 employees participating in the Program
(10,107 at December 31, 1994 and 10,025 at December 31, 1993). 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
UCC Discounted U.S. Fixed Praxair Equity-
Common Company Savings Income Common Income
Stock ESOP Stock Fund Bonds Fund Stock Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Dec. 31, 1995 4,039 9,561 2,949 186 8,314 1,529 1,068
Dec. 31, 1994 3,775 9,922 2,600 195 8,605 1,845 975
Dec. 31, 1993 3,309 9,363 2,223 226 9,621 2,396 868
<CAPTION>
Fidelity
U.S. Equity Fidelity Fidelity Growth
Index Magellan Contra- Company
Portfolio Fund fund Fund Loans
<S> <C> <C> <C> <C> <C>
Dec. 31, 1995 1,080 2,222 1,046 660 4,426
Dec. 31, 1994 1,075 2,146 846 459 4,176
Dec. 31, 1993 1,209 2,069 658 327 4,112
</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 Fidelity
Total UCC Discounted Equity- U.S. Equity
Savings Common Company Income Index
Program Stock Stock Fund Fund Portfolio
<S> <C> <C> <C> <C> <C>
Unrealized Appreciation
at December 31, 1995 ....... $575.7 $50.4 $ 27.2 $ 6.5 $ 13.0
Unrealized Appreciation
at December 31, 1994 ....... $393.0 $35.0 $ 19.4 $ 2.1 $ 5.8
<CAPTION>
(Millions of Dollars)
__________________________________
Fidelity
Fidelity Fidelity Growth Praxair
Magellan Contra- Company Common
Fund Fund Fund Stock
<S> <C> <C> <C> <C>
Unrealized Appreciation
at December 31, 1995 .......... $ 20.6 $ 4.3 $ 2.0 $ 34.1
Unrealized Appreciation
at December 31, 1994 .......... $ 8.3 $ 0.2 $ 0.1 $ 15.2
<CAPTION>
(Millions of Dollars)
_______________________
ESOP ESOP Fixed
Allo- Unal- Income
cated located Fund
<S> <C> <C> <C>
Unrealized Appreciation
at December 31, 1995 .......... $105.5 $309.5 $ 2.6
Unrealized Appreciation
at December 31, 1994 .......... $ 67.8 $237.9 $ 1.2
</TABLE>
- 7 -
THE SAVINGS AND INVESTMENT 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,
1995 1994 1993
Total Total Total
Savings Savings Savings
Program Program Program
Transferred from the plans of employees'
previous employers .......................... $ 1.1 $ 0.3 $ 1.4
Transferred to Savings Program for Employees
of OSi Specialties, Inc.* .................. - (8.9) -
Transfers from (to) other savings plans. $ 1.1 $ (8.6) $ 1.4
* In 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 1990, the trust established for the ESOP purchased all of the issued shares
of a new series of convertible preferred stock ("ESOP Stock") from the
corporation with proceeds from a 15 year 10% loan from the corporation, whose
contributions, plus dividends on the shares held by the ESOP, are used to meet
interest and principal payments. As loan payments are made, shares of the
ESOP Stock are allocated to eligible participants.
The conversion price, liquidation price and annual preferred dividend of the
ESOP Stock are $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, has
a preference in liquidation and each share has one voting right. The ESOP
Stock annual dividend rate of $0.794 per share yields 8.84% based on the
liquidation price. Dividends on allocated shares are credited quarterly to
participants' accounts in the form of additional shares of ESOP Stock.
- 8 -
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
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 years ended December 31,
1995 and 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 year ended December 31, 1993, 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.
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,
1995 1994
Contracts with Banks and Insurance Companies,
at Contract Value...................................... $284.7 $274.9
Investments managed by Investment Firms under Wrapper
Insurance Contracts:
U.S. Government Securities, valued at market......... $239.0 $102.4
Corporate Securities, valued at market............... 159.2 142.7
International Securities, denominated in
U.S. dollars, valued at market..................... - 10.3
Commercial Paper..................................... - 20.7
Chemical Bank Temporary Investment Fund.............. 20.7 34.6
Unsettled Purchase and Sale Transactions............. (42.5) 1.2
Wrapper Insurance Contracts.......................... (3.1) 19.6
Total Investments managed by Investment Firms............ $373.3 $331.5
Chemical Bank Temporary Investment Fund.................. $ 27.8 $ 11.8
Total Fixed Income Fund.................................. $685.8 $618.2
- 9 -
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 8 - Fixed Income Fund (Continued)
The average yield ranged from 6.11% to 13.98% and (2.12)% to 10.33% for the
periods ending December 31, 1995 and 1994, respectively. The crediting
interest rate, the fixed rate of return for the contracts, ranged from 5.61%
to 9.31% and 5.19% to 10.33% as of December 31, 1995 and 1994, 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 establishes a minimum crediting interest rate of 2%.
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 1995 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, 1995, 1994 and 1993 are as follows:
- 10 -
<TABLE>
THE SAVINGS AND INVESTMENT 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, 1995
Total UCC ESOP ESOP
Savings Common Allo- Unal-
Program Stock cated located
<S> <C> <C> <C> <C>
Program Equity at December 31, 1994.. ... $1,324.4 $ 88.6 $139.4 $238.7
Investment Income:
Dividends.............................. 17.2 3.8 4.1 8.8
Interest............................... 47.2 - - 0.1
64.4 3.8 4.1 8.9
Net Change in Appreciation
(Depreciation) of Investments.......... 217.6 33.5 41.7 71.6
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 44.4 0.8 - -
Amounts Contributed by Participating
Employers............................ 4.6 - - 4.6
49.0 0.8 - 4.6
Allocation of ESOP Stock to Participants. 22.9 - 22.9 -
Loan Repayments (including interest)..... - 2.0 - -
Net Additions to Program.......... 353.9 40.1 68.7 85.1
Withdrawals.............................. (40.6) (1.8) (2.5) -
Loans to Program Participants............ - (1.8) (0.1) -
Administration Costs and Expenses........ (3.0) - - (1.7)
Interest Expense on ESOP Loan............ (9.3) - - (9.3)
Transfers from (to) Other Savings
Plans (see Note 5)..................... 1.1 0.1 - -
Transfers Among Investment Options....... - (14.3) (4.7) -
Allocation of ESOP Stock to Participants. (3.2) - - (3.2)
Income and Changes in Program Equity
for the Year.......................... 298.9 22.3 61.4 70.9
Program Equity at December 31, 1995...... $1,623.3 $110.9 $200.8 $309.6
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1995
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, 1994.. ... $ 59.1 $ 1.9 $618.4 $ 15.1
Investment Income:
Dividends.............................. - - - -
Interest............................... 0.1 0.1 43.7 -
0.1 0.1 43.7 -
Net Change in Appreciation
(Depreciation) of Investments.......... 13.0 - 1.4 4.9
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 11.3 0.1 24.8 1.2
Amounts Contributed by Participating
Employers............................ - - - -
11.3 0.1 24.8 1.2
Allocation of ESOP Stock to Participants. - - - -
Loan Repayments (including interest)..... - - 18.8 0.3
Net Additions to Program.......... 24.4 0.2 88.7 6.4
Withdrawals.............................. (0.5) - (31.6) (0.6)
Loans to Program Participants............ (0.5) - (20.7) (0.3)
Administration Costs and Expenses........ - - (1.3) -
Interest Expense on ESOP Loan............ - - - -
Transfers from (to) Other Savings
Plans (see Note 5)..................... - - 0.7 0.1
Transfers Among Investment Options....... (9.8) (0.2) 32.2 1.4
Allocation of ESOP Stock to Participants. - - - -
Income and Changes in Program Equity
for the Year.......................... 13.6 - 68.0 7.0
Program Equity at December 31, 1995...... $ 72.7 $ 1.9 $686.4 $ 22.1
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1995
Fidelity
U.S. Fidel-
Equity Fidelity ity
Index Magellan Contra-
Portfolio Fund fund
<S> <C> <C> <C>
Program Equity at December 31, 1994.. ... $ 21.2 $ 44.0 $ 12.6
Investment Income:
Dividends.............................. - - -
Interest............................... - - -
- - -
Net Change in Appreciation
(Depreciation) of Investments.......... 7.9 15.2 4.7
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 1.0 3.5 1.2
Amounts Contributed by Participating
Employers............................ - - -
1.0 3.5 1.2
Allocation of ESOP Stock to Participants. - - -
Loan Repayments (including interest)..... 0.2 1.2 0.3
Net Additions to Program.......... 9.1 19.9 6.2
Withdrawals.............................. (0.8) (0.9) (0.1)
Loans to Program Participants............ (0.3) (1.2) (0.2)
Administration Costs and Expenses........ - - -
Interest Expense on ESOP Loan............ - - -
Transfers from (to) Other Savings
Plans (see Note 5)..................... 0.1 0.1 -
Transfers Among Investment Options....... 0.5 (3.9) 1.2
Allocation of ESOP Stock to Participants. - - -
Income and Changes in Program Equity
for the Year.......................... 8.6 14.0 7.1
Program Equity at December 31, 1995...... $ 29.8 $ 58.0 $ 19.7
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1995
Fidel-
ity
Growth Praxair
Company Common
Fund Loans Stock
<S> <C> <C> <C>
Program Equity at December 31, 1994.. ... $ 4.8 $ 43.9 $ 36.7
Investment Income:
Dividends.............................. - - 0.5
Interest............................... - 3.2 -
- 3.2 0.5
Net Change in Appreciation
(Depreciation) of Investments.......... 2.1 - 21.6
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 0.5 - -
Amounts Contributed by Participating
Employers............................ - - -
0.5 - -
Allocation of ESOP Stock to Participants. - - -
Loan Repayments (including interest)..... 0.2 (23.0) -
Net Additions to Program.......... 2.8 (19.8) 22.1
Withdrawals.............................. (0.1) (1.2) (0.5)
Loans to Program Participants............ (0.1) 25.6 (0.4)
Administration Costs and Expenses........ - - -
Interest Expense on ESOP Loan............ - - -
Transfers from (to) Other Savings
Plans (see Note 5)..................... - - -
Transfers Among Investment Options....... 2.5 - (4.9)
Allocation of ESOP Stock to Participants. - - -
Income and Changes in Program Equity
for the Year.......................... 5.1 4.6 16.3
Program Equity at December 31, 1995...... $ 9.9 $ 48.5 $ 53.0
</TABLE>
- 11 -
<TABLE>
THE SAVINGS AND INVESTMENT 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, 1994
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 (see 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>
(Millions of Dollars)
Year Ended December 31, 1994
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 (see 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>
(Millions of Dollars)
Year Ended December 31, 1994
Fidelity
U.S. Fidel-
Equity Fidelity ity
Index Magellan Contra-
Portfolio Fund fund
<S> <C> <C> <C>
Program Equity at December 31, 1993 ..... $ 21.7 $ 38.7 $ 8.0
Investment Income:
Dividends.............................. - - -
Interest............................... - - -
- - -
Net Change in Appreciation
(Depreciation) of Investments.......... 0.3 (0.9) (0.1)
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 0.9 3.5 1.0
Amounts Contributed by Participating
Employers............................ - - -
0.9 3.5 1.0
Allocation of ESOP Stock to Participants. - - -
Loan Repayments (including interest)..... 0.2 1.3 0.3
Net Additions to Program.......... 1.4 3.9 1.2
Withdrawals.............................. (0.4) (0.7) (0.2)
Loans to Program Participants............ (0.3) (1.2) (0.2)
Administration Costs and Expenses........ - - -
Interest Expense on ESOP Loan............ - - -
Transfers from (to) Other Savings
Plans (see Note 5)..................... - 0.1 -
Transfers Among Investment Options....... (1.2) 3.2 3.8
Allocation of ESOP Stock to Participants. - - -
Income and Changes in Program Equity
for the Year.......................... (0.5) 5.3 4.6
Program Equity at December 31, 1994...... $ 21.2 $ 44.0 $ 12.6
<CAPTION>
(Millions of Dollars)
Year Ended December 31, 1994
Fidel-
ity
Growth Praxair
Company Common
Fund Loans Stock
<S> <C> <C> <C>
Program Equity at December 31, 1993 ..... $ 2.7 $ 36.6 $ 36.6
Investment Income:
Dividends.............................. - - 0.5
Interest............................... - 3.1 -
- 3.1 0.5
Net Change in Appreciation
(Depreciation) of Investments.......... (0.1) - 8.1
Contributions and Deposits:
Amounts Deposited by Participating
Employees............................ 0.4 - -
Amounts Contributed by Participating
Employers............................ - - -
0.4 - -
Allocation of ESOP Stock to Participants. - - -
Loan Repayments (including interest)..... 0.1 (21.4) -
Net Additions to Program.......... 0.4 (18.3) 8.6
Withdrawals.............................. (0.1) (1.3) (0.8)
Loans to Program Participants............ (0.1) 27.4 (0.6)
Administration Costs and Expenses........ - - -
Interest Expense on ESOP Loan............ - - -
Transfers from (to) Other Savings
Plans (see Note 5)..................... - (0.5) (0.1)
Transfers Among Investment Options....... 1.9 - (7.0)
Allocation of ESOP Stock to Participants. - - -
Income and Changes in Program Equity
for the Year.......................... 2.1 7.3 0.1
Program Equity at December 31, 1994...... $ 4.8 $ 43.9 $ 36.7
</TABLE>
- 12 -
<TABLE>
THE SAVINGS AND INVESTMENT 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
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 (see 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>
(Millions of Dollars)
Year Ended December 31, 1993
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 (see 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>
(Millions of Dollars)
Year Ended December 31, 1993
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 (see 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>
(Millions of Dollars)
Year Ended December 31, 1993
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 (see 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 -
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF UNION CARBIDE
CORPORATION AND PARTICIPATING SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 11 - Subsequent Events
In April 1996, the Board of Directors of the corporation authorized an
amendment of the ESOP to add a profit sharing formula for an additional
allocation of ESOP stock to participants in the Program. The additional
allocation will be determined each year based on the corporation's return on
capital. This amendment will be effective commencing in 1996.
Supplemental Schedules
Information on the supplemental schedules, provided to the Program by its
Trustees, Chemical Bank and State Street Bank and Trust Company, 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.
- 14 -
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 and Investment Program for
Employees of Union Carbide Corporation
and Participating Subsidiary Companies
Date: June 26, 1996 By: /s/John K. Wulff
Name: JOHN K. WULFF
Title: Vice-President,
Chief Financial Officer
Union Carbide Corporation
- 15 -
Independent Auditors' Report
To the Program Administrators of the Savings and Investment
Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies:
We have audited the accompanying statements of financial condition of the
Savings and Investment Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies ("the Program") as of December 31, 1995 and
1994, and the related statements of income and changes in program equity for
each of the years in the three-year period ended December 31, 1995. These
financial statements are the responsibility of the Program's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Program as of December
31, 1995 and 1994, and the results of its operations for each of the years in
the three-year period ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our 1995 audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The 1995 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 1995 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
May 16, 1996
- 16 -
EXHIBIT INDEX
Exhibit Page
No. Exhibit No.
23 Independent Auditors' Consent 18
- 17 -
Exhibit 23
Independent Auditors' Consent
To the Program Administrators of the Savings and Investment
Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies:
We consent to incorporation by reference in the Registration Statement on
Form S-8 (No. 33-58931) of Union Carbide Corporation of our report, dated
May 16, 1996 relating to the statements of financial condition of the Savings
and Investment Program for Employees of Union Carbide Corporation and
Participating Subsidiary Companies as of December 31, 1995 and 1994 and the
statements of income and changes in program equity for each of the years in
the three-year period ended December 31, 1995 included in this annual report
on Form 11-K.
KPMG PEAT MARWICK LLP
June 26, 1996
Stamford, Connecticut
- 18 -
