UCAR INTERNATIONAL INC
8-K, 1999-10-27
ELECTRICAL INDUSTRIAL APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported)   October 21, 1999


                             UCAR INTERNATIONAL INC.
               (Exact Name of Registrant as Specified in Charter)

           Delaware                 1-13888                   06-1385548
 (State or Other Jurisdiction     (Commission                (IRS Employer
        of Incorporation)         File Number)            Identification No.)

3102 West End Avenue, Suite 1100, Nashville, Tennessee                  37203
- --------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                      (Zip Code)



Registrant's telephone number, including area code (615) 706-8227


          (Former Name or Former Address if Changed Since Last Report)






<PAGE>


Item 5. Other Events.

                  The Registrant  hereby  incorporates by reference the contents
of the press release of the Registrant dated October 21, 1999, filed herewith as
Exhibit 20.1.


Item 7. Exhibits.

Exhibit No.    Description

20.1           Press Release of UCAR International Inc. dated October 21, 1999.


<PAGE>


                                   SIGNATURES


                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                             UCAR INTERNATIONAL INC.



Date: October 27, 1999 By: /s/ Corrado F. De Gasperis
                          ----------------------------
                          Name: Corrado F. De Gasperis
                                Title: Controller



<PAGE>


                                  EXHIBIT INDEX


Exhibit No.    Description                                  Page No.

20.1           Press Release of UCAR International
               Inc. dated October 21, 1999




                                  EXHIBIT 20.1
                            UCAR International Inc.


UCAR International Inc.    3102 West End Avenue, Suite 1100, Nashville, TN 37203

                              N E W S R E L E A S E

                FOR IMMEDIATE RELEASE CONTACT: Joel L. Hawthorne
                         Director of Investor Relations
                                 . 615-760-7791


            UCAR REPORTS EARNINGS OF $0.51 PER SHARE, EXCLUDING NON-
            RECURRING CHARGES, FOR THIRD QUARTER 1999 AND ANNOUNCES
                  $165 MILLION ENHANCED COST SAVINGS PROGRAMS

         Nashville,  TN - October 21, 1999 - UCAR International Inc. (NYSE: UCR)
today  announced  financial  results for the third quarter  ended  September 30,
1999.

Third Quarter Results

o        Earnings, before nonrecurring charges, were $0.51 per diluted share, an
         8.5 percent increase over the previously  reported 1999 second quarter,
         and an 8.5 percent increase over the 1998 third quarter.

o        Strong cash flow from operations continued, with the Company generating
         $38 million  (before  antitrust  fines and  settlement  payments of $11
         million and restructuring payments of $6 million).

o        Cost savings  programs  produced  savings of $24 million in the quarter
         and $55 million for the first nine  months of 1999.  We now  anticipate
         achieving  annual  savings  of  approximately  $75  million  for  1999,
         exceeding the previously announced annual target of $64 million.

o        Deleveraging  continued as total debt  decreased by $15 million to $732
         million at the end of the third  quarter,  a decrease  of $108  million
         since March 31, 1999.  Net debt at September 30, 1999 was $713 million,
         a decrease of $9 million from June 30, 1999.

Company Highlights

o        Enhanced and extended cost savings programs to $165 million, adding
         annual incremental cost savings of $30 million by the end of 2002.

o        Initiating  a corporate  debt  recapitalization  plan  targeted for the
         first half of 2000,  potentially lowering interest expense by up to $30
         million by the end of 2002.

o        Targeting an effective tax rate of an average 25 percent over the next
         three years, down from 29 percent in 1998.

o        Initiated global supply chain and work process improvements that target
         inventory  reductions  of $50  million  and  reduction  of SG&A from 10
         percent to 8 percent.

o       Announced a 6 percent  price  increase for graphite  electrodes  in
        Europe and various export markets.

o        As  previously  announced,  the Company  settled the  securities  class
         action and  shareholder  derivative  lawsuits  for $40.5  million.  The
         Company's  insurers at the time of the lawsuits will  contribute  $29.5
         million.  The Company recorded a nonrecurring charge against net income
         of $8.5 million, net of tax, or $0.18 per diluted share.

o        Plant closure activities,  primarily in Welland,  Canada, resulted in a
         nonrecurring  cash  benefit of $6 million,  net of taxes,  or $0.12 per
         diluted share.
<PAGE>

Company Highlights (continued)

o        As  previously  announced,   the  Company  entered  into  an  exclusive
         long-term  supply  agreement  with Ballard Power Systems and launched a
         new growth company - UCAR Graph-Tech Inc.

         Gilbert E. Playford,  Chairman,  Chief Executive Officer and President,
stated,  "We had a good third quarter with above target cost savings,  continued
improvement in graphite  electrode volume and strong operating cash flow. We now
anticipate  achieving annual savings of approximately  $75 million for 1999. Our
cost  reduction  programs  are  clearly  having  an  impact,  as we were able to
increase  earnings by over 8 percent  despite a 10 percent  decline in prices on
equivalent  graphite electrode sales volumes as compared to the third quarter of
1998.  Quarterly  graphite electrode sales volume of over 53,000 metric tons has
now returned to last year's levels and operating cash flow for the year,  before
$46 million of antitrust  fines and  settlements  and $20 million  restructuring
payments, has been strong at $126 million."

Status of 1999 Cost Savings Programs

           The Company  measures cost savings  programs and progress on achieved
savings based on 1998 adjusted  production  rates and costs. The key targets are
summarized below (dollars in millions unless otherwise stated).

<TABLE>

<CAPTION>

                       Savings for        Savings for
                       Three Months       Nine Months       Revised 1999        Original 1999
                          Ended              Ended           Estimated        Estimated Annual       Original 1999 Annual
     Cost Item         Sept 30, 1999      Sept 30, 1999    Annual Savings          Savings                  Targets
     ---------         -------------      -------------    --------------          -------                  -------
<S>                        <C>                <C>               <C>                 <C>             <C>
Cost of Sales              $10.0              $25.5             $36.0               $36.0           $165 per metric ton
(graphite                                                                                           reduction ($1,785
electrodes)                                                                                         average graphite
                                                                                                    electrode cost per
                                                                                                    metric ton)
- -------------------- ------------------ ------------------ ---------------- ----------------------- ------------------------
Cost of Sales              $2.0               $5.0              $7.0                 $9.0           5 percent reduction
(other graphite
and carbon
products)
- -------------------- ------------------ ------------------ ---------------- ----------------------- ------------------------
Total Overhead             $8.0               $19.5             $24.0               $16.0           $104.0 of total
                                                                                                    overhead
- -------------------- ------------------ ------------------ ---------------- ----------------------- ------------------------
Interest Expense           $0                 $0                $1.0                  $0            $80.0 of interest
                                                                                                    expense
- -------------------- ------------------ ------------------ ---------------- ----------------------- ------------------------
Income Tax Expense         $4.0               $5.0              $6.5                 $3.0           27 percent effective
                                                                                                    tax rate
- -------------------- ------------------ ------------------ ---------------- ----------------------- ------------------------
Total Savings              $24.0              $55.0             $74.5                $64.0
- -------------------- ------------------ ------------------ ---------------- ----------------------- ------------------------
                                                               (more)

</TABLE>


<PAGE>


Enhanced $165 Million Cost Savings Programs

         Mr.  Playford  continued,  " Our original  plan  announced in the third
quarter of 1998 has dramatically  strengthened our competitiveness  through cost
reductions.  We believe we must continue to enhance these  programs and continue
our  focus on costs to  maximize  cash  flows  and  promote  earnings  growth by
becoming the lowest-cost  supplier with the  highest-performing  products in the
industry.  We have  launched  new cost  savings  initiatives  to add another $30
million of savings by the end of 2002."

         The Company  measures  cost  savings  programs and progress on achieved
savings based on 1998 adjusted  production rates and costs (see previous table).
Summarized below are the projected key targets.

     Summary of Enhanced Annual Rate of Cost Savings Initiatives by Year End

                              (Dollars in millions)

Cost Item                                  1999       2000      2001      2002
- ---------                                  ----       ----      ----      ----
- --------------------------------------------------------------------------------
Cost of Sales (graphite electrodes)          $40       $59       $70       $75
- --------------------------------------------------------------------------------
Cost of Sales (other graphite and
carbon products)                             $8        $9        $11       $12
- --------------------------------------------------------------------------------
Total Overhead                               $24       $25       $32       $37
- --------------------------------------------------------------------------------
Interest Expense                             $2        $12       $24       $31
- --------------------------------------------------------------------------------
Income Tax Expense                           $6        $7        $8        $10
- --------------------------------------------------------------------------------
Enhanced Savings Targets                     $80       $112      $145      $165
- --------------------------------------------------------------------------------
Original Savings Targets                     $80       $111      $135      $135
- --------------------------------------------------------------------------------

Cost of Sales Savings

         We have increased the number of identified cost savings projects in our
operating  facilities to 230,  helping to drive our targeted total cost of sales
improvements to $87 million by the end of 2002.  Several of the new projects are
expected to result in additional benefits in terms of product quality and supply
chain improvements.

         We are  evaluating  every  aspect  of  our  supply  chain  performance,
including  realignment  and  standardization  of  critical  business  processes,
standardization   of  our  enterprise   wide  systems  and  improvement  of  our
information technology  infrastructure and interfaces with our trading partners.
Our goals include decreasing inventories by over 20 percent, or $50 million, and
reducing our cash cycle time by one third.

                                     (more)
<PAGE>

Overhead Reductions

         We  have   completed,   ahead  of  schedule,   our   consolidation   of
administrative   offices  with  the  relocation  of  headquarter  activities  to
Nashville,  TN and European  administration  activities in our Swiss subsidiary,
UCAR S.A. We launched a global  benchmarking study during the 1999 third quarter
that will evaluate the performance of certain key administrative and transaction
processing  functions.  This  in-depth  analysis  of our  global  processes  has
identified  opportunities  for  performance  improvement  and cost  savings that
should allow for the achievement of our strategic target of reducing selling and
administrative  costs to 8 percent of sales.  The work process  redesign efforts
will include  optimizing  shared  services for maximum global  efficiencies  and
standardizing  enterprise wide resource planning systems.  The majority of these
benefits  are  anticipated  during  2001 and 2002.  We now expect  our  overhead
savings to be $37 million by the end of 2002.

Interest Expense and Tax Savings

         Our internal  treasury and tax  professionals,  together  with external
advisors,  are  evaluating  our  existing  debt and capital  structure  with the
objective of optimizing  cash  management  and  minimizing  debt service and tax
costs. In particular, we are planning a debt recapitalization for the first half
next year.  This should allow us to benefit from a lower average cost of debt by
one to two percentage  points.  This debt  recapitalization,  along with our tax
planning  initiatives,  should  allow  us  to  benefit  from  our  existing  and
anticipated tax credits,  helping us to achieve the targeted  effective tax rate
of an average of 25 percent over the three year program.

         Our plan  contemplates  the reduction of gross debt to a target of $550
million by the end of 2002, with the reduction of annual  interest  expense over
the next 3 years by $12  million,  $24  million and $31  million,  respectively,
assuming no change in market  interest rate levels.  Helping this effort will be
our  ability  to  improve  working  capital,  principally  inventories,  and the
potential sale or joint venture of our graphite specialties business.

                                     (more)

<PAGE>

1999 Third Quarter Results vs. 1999 Second Quarter Results

         Consolidated  Results:  Net sales for the third  quarter 1999 were $210
million as compared to $211 million for the second  quarter  1999.  Earnings for
the third quarter were $0.51 per diluted share,  excluding nonrecurring charges,
compared to $0.47 per diluted share as shown in the table below,  which excludes
the correction of interest expense,  for the second quarter of 1999. The Company
recently  identified  a  computational  error of $4 million,  net of tax, in its
interest  accrual  previously  reported for the first half of 1999.  The Company
does not consider  the error  material,  but will reflect the adjusted  interest
expense in the appropriate periods.

         The following  table is a summary of results of operations for 1999, as
adjusted for nonrecurring charges and correction of interest accrual:
<TABLE>


                                                                 Three months    Three months    Three months     Nine months
                                                                 ended March 31  ended June 30   ended Sept 30   ended Sept 30
 (Dollars in millions, except per share data)                        1999            1999            1999           1999
<CAPTION>

- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
<S>                                                                <C>             <C>            <C>              <C>
Earnings per share (diluted)                                       $0.34*          $0.47*         $0.51**          $1.32**
- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
Net income before nonrecurring charges and                         $16*            $22*           $24              $62
adjustments
- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
Nonrecurring charges and adjustments:
- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
      Settlement of securities class action and                                                   $(9)             $(9)
      derivative lawsuits, net of tax
- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
       Restructuring reserve, net of tax                                                          $6               $6
- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
       Interest expense underaccrual, net of tax                   $(2)            $(2)                            $(4)
- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
Net Income                                                         $14             $20            $21              $55
- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
Earnings per share as adjusted (diluted)                           $0.30           $0.44          $0.45            $1.18
- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
Diluted weighted average shares outstanding (thousands)            46,501          46,507         46,747           46,585
- -------------------------------------------------------------- ---------------- -------------- -------------- ---------------
</TABLE>

        *as previously reported
        **before nonrecurring charges



                                     (more)


<PAGE>

         Graphite  Electrode  Business  Segment:  Graphite  electrode  net sales
increased  to $144  million in the 1999 third  quarter,  up 2.1 percent over net
sales in 1999 second quarter of $141 million. Volume of graphite electrodes sold
in the third  quarter  increased 3.5 percent to 53,100 metric tons from the 1999
second quarter level of 51,300 metric tons.  The increased  volume sold added $5
million of net sales.  This was partially  offset by lower average sales revenue
per metric ton of graphite electrodes that reduced net sales by $2 million.  The
average sales revenue per metric ton in U.S.  dollars of graphite  electrodes in
the third quarter of 1999 was $2,662 as compared to $2,691 in the second quarter
of 1999, about a one percent decline.

Gross  profit  for  graphite  electrodes  in the third  quarter  of 1999 was $51
million  (35.4  percent of net sales) as compared to gross  profit in the second
quarter of 1999 of $54 million (38.3 percent of net sales). The decline in gross
profit was largely due to overall lower production utilization, primarily caused
by  activities  undertaken  to improve cash cycle time and reduce our  inventory
levels, and to a lesser degree higher fixed cost per metric ton due to scheduled
down time at certain manufacturing facilities.

         Graphite and Carbon Products  Business  Segment:  Net sales of graphite
and carbon products were $66 million in the 1999 third quarter, down $4 million,
or 5.7  percent,  as  compared  to the second  quarter  1999.  This  decline was
primarily  the result of lower  cathode  sales  volume as compared to the second
quarter 1999.

         Even with the drop in net sales,  gross  profit for graphite and carbon
products in the 1999 third quarter was  consistent  with the 1999 second quarter
at $19 million (28.8 percent of net sales) and gross profit margin  continues to
perform above the industry  average.  Cost savings  continued at $2.0 million in
the 1999 third  quarter,  with $5.0 million  realized year to date.  The segment
continued  to generate  strong  cash flow and we expect  this  segment to remain
stable for the remainder of the year.

         Other  Items:  Total  overhead,  including  research  and  development,
selling and administration, and other income and expense, was $22 million in the
1999 third quarter,  the same as in the 1999 second quarter, and was $8 million,
or 27 percent,  lower than the same period last year.  For the first nine months
of 1999, overhead has been reduced by $20 million as compared to 1998.

         Interest  expense in the 1999 third quarter was $20 million as compared
to the adjusted $22 million in the 1999 second quarter. The decrease in interest
expense was primarily the result of lower average total debt balances during the
third quarter when compared to the 1999 second quarter. Income taxes in the 1999
third  quarter  were $0 million  as  compared  to $8 million in the 1999  second
quarter.  Our effective tax rate for the 1999 third quarter  benefited  from tax
planning  strategies and debt  recapitalization  plans that should allow for the
increased  likelihood  of our ability to use certain tax credits.  Our effective
income tax rate for this year is now expected to be about 23 percent.

                                     (more)

<PAGE>


         Liquidity and Cash Flow:  Cash flow from  operating  activities was $38
million  in the 1999  third  quarter,  before  antitrust  fines  and  settlement
payments  of $11  million and  restructuring  payments  of $6  million.  "We are
proud,"  stated  Mr.  Playford,  "that our total debt is lower than one year ago
despite  having paid out about $200 million for antitrust  fines and  settlement
payments during one of the more  challenging  periods in the graphite and carbon
industry."  Net debt (total debt less cash and cash  equivalents  and short-term
investments)  was $713 million at the end of the 1999 third  quarter,  down from
net debt of $722 million at the end of the 1999 second quarter.  This year alone
we have reduced our current  assets by $111 million to a third  quarter level of
$467 million.

Outlook

     Mr. Playford stated,  "We remain positive on the industry  fundamentals and
pricing  stability for all of our product lines.  Volume of graphite  electrodes
shipped in our home markets  continues  to increase  slowly with the recovery of
the  electric  arc  furnace  steel  producers.  However,  we remain  cautious on
graphite  electrode  volume  improvements  overall,  particularly  in the export
markets  where  prices are still  depressed.  We have seen our average  graphite
electrode  prices fall about 15 percent since the second  quarter  1998,  with a
much  sharper  decline in Europe and in our export  markets.  Recently,  we have
announced  to our  customers in Europe and various  export  markets of the world
that  effective  with new orders  placed after  November 1, 1999,  we will raise
prices  approximately  six percent.  Fully  implemented,  this should  result in
revenue  improvement  starting next year.  We believe the industry  fundamentals
support our long-term  strategy and the beginning of recovery in pricing for our
products worldwide."

         Mr.  Playford  continued,  "We will  continue  operating our plants and
managing our working capital to maximize cash flow generation,  which we believe
will enable us to  recapitalize  our debt next year. We anticipate  the benefits
from debt  recapitalization  will be reduced interest expense and more financial
flexibility.  We are  tightening  our supply chain by working to reduce  working
capital requirements,  especially  inventories.  This will lead to variations in
the  gross  margin  percentage  depending  on the level of  inventory  reduction
accomplished in the quarters ahead. Generally speaking,  reducing inventories by
selling  more than we  produce  will  have a  negative  impact  on gross  margin
percentage  due to higher  current  period  cost per ton and by passing  through
higher historical cost. This may impact our short-term earnings growth. However,
we expect this to generate  more cash flow and pave the way for steadier  annual
earnings growth and further strengthen our long-term competitive advantage."

         Mr. Playford concluded, " We believe that maximizing free cash flow and
generating  long-term earnings growth are the paths towards creating shareholder
value. In the next few quarters, earnings growth will be more dependent on sales
volume  increases and stable to positive  pricing  environments,  as we continue
implementing  our  cost  savings  programs,   which  are  greatly  dependent  on
production volume."

                                     (more)
<PAGE>

         UCAR International Inc. is the world's largest manufacturer of graphite
and carbon electrodes and cathodes,  as well as flexible  graphite.  We sell our
products in more than 80 countries  and have  manufacturing  facilities  on four
continents.  Graphite electrodes,  our principal product, are consumed primarily
in the production of steel in electric arc furnaces,  the steelmaking technology
used by all  "mini-mills,"  and for refining  steel in ladle  furnaces.  We also
manufacture  other  graphite and carbon  products for  steelmaking  furnaces and
other high  temperature  applications.  Cathodes are used in the  production  of
aluminum.  Flexible graphite is used in gasket applications for sealing internal
combustion  engines,  pipe  flanges,  and  petrochemical  and  chemical  process
equipment,  as well as in flow field  plates in proton  exchange  membrane  fuel
cells.

         NOTE: This news release contains forward-looking  statements as defined
in  the  Private  Securities  Litigation  Reform  Act  of  1995.  These  include
statements  about such  matters as future  production  of steel in electric  arc
furnaces,  future prices and volumes of and demand for graphite  electrodes  and
other  products,   future  operational  and  financial  performance  of  various
businesses,  strategic plans and cost savings programs,  impacts of regional and
global  economic  conditions,  divestiture,  joint ventures,  operating,  global
integration,  debt recapitalization,  tax planning, and capital projects,  legal
matters and related fees and costs,  consulting fees and related  projects,  and
future costs, cost savings and reductions, margins and earnings. We have no duty
to update such  statements.  Actual future events and  circumstances  (including
future  performance,  results and trends) could differ materially from those set
forth in these  statements  due to various  factors.  These factors  include the
possibility that announced additions to capacity for producing steel in electric
arc  furnaces  or  announced  reductions  in  graphite  electrode  manufacturing
capacity may not occur,  the possibility  that increased  production of steel in
electric arc furnaces may not result in increased  demand for or price stability
or increases or volume of graphite  electrodes,  the occurrence of unanticipated
events or circumstances relating to pending antitrust  investigations or pending
antitrust lawsuits,  the commencement of new investigations or lawsuits relating
to the same subject matter of these pending investigations or lawsuits,  failure
of the  settlement of the  securities  class action and  shareholder  derivative
lawsuits  to  become  effective,  the  occurrence  of  unanticipated  events  or
circumstances  relating to businesses  acquired within the past three years, the
occurrence of unanticipated events or circumstances relating to strategic plans,
cost savings programs, or divestiture, joint venture, operating, capital, global
integration,  debt recapitalization,  tax planning or other projects, changes in
interest or currency  exchange  rates,  changes in capital  markets,  changes in
global  or  regional   economic  and   competitive   conditions,   technological
developments, and other risks and uncertainties, including those detailed in our
filings with the Securities and Exchange Commission. The statements contained in
this news  release  shall not be deemed to  constitute  an  admission  as to any
liability in connection with any claim or lawsuit.

   For news releases via fax dial 1-800-239-5323. For additional information
                    on UCAR call 1-615-760-7700 or visit the
                   Company's website at http://www.ucar.com.
                              (Four tables follow)

<PAGE>
<TABLE>


                                              UCAR INTERNATIONAL INC. AND SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEETS
                                                        (Dollars in millions)
<CAPTION>
                                                                                         December 31,     September 30,
                                     ASSETS                                                  1998              1999
                                                                                             ----              ----
                                                                                                            (Unaudited)
<S>                                                                                     <C>               <C>
Current assets:
    Cash and cash equivalents........................................................   $      58         $      13
    Short-term investments...........................................................          11                 6
    Notes and accounts receivable....................................................         198               181
    Inventories:
       Raw materials and supplies....................................................          58                56
       Work in process...............................................................         150               132
       Finished goods................................................................          56                46
                                                                                          -------           -------
                                                                                              264               234
    Prepaid expenses and other current assets........................................          47                33
                                                                                          -------           -------
                Total current assets.................................................         578               467
                                                                                          -------           -------
Property, plant and equipment........................................................       1,220             1,156
Less: accumulated depreciation.......................................................         752               720
                                                                                          -------           -------
                Net fixed assets.....................................................         468               436
Other assets.........................................................................          91                89
                                                                                          -------           -------

                Total assets.........................................................   $   1,137         $     992
                                                                                          =======           =======

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable.................................................................   $      67         $      72
    Short-term debt..................................................................          19                 -
    Payments due within one year on long-term debt...................................          63                81
    Accrued income and other taxes...................................................          28                25
    Other accrued liabilities........................................................         198               133
                                                                                          -------           -------
                Total current liabilities............................................         375               311
                                                                                          -------           -------
Long-term debt.......................................................................         722               651
Other long-term obligations..........................................................         266               247
Deferred income taxes................................................................          48                49
Minority stockholders' equity in consolidated entities...............................          13                13
Stockholders' equity (deficit):
    Preferred stock..................................................................          -                 -
    Common stock.....................................................................     -                 -
    Additional paid-in capital.......................................................         521               523
    Accumulated other comprehensive income (loss)....................................        (157)             (204)
    Retained earnings (deficit)......................................................        (566)             (511)
    Less: cost of common stock held in treasury......................................         (85)              (87)
                                                                                          --------          --------
                Total stockholders' equity (deficit).................................        (287)             (279)
                                                                                          --------          -------
                    Total liabilities and stockholders' equity (deficit)                $   1,137         $     992
                                                                                           =======          ========
</TABLE>

<PAGE>
<TABLE>



                                              UCAR INTERNATIONAL INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        (Dollars in millions)
                                                             (Unaudited)
<CAPTION>
                                                                           Three Months Ended          Nine Months Ended
                                                                              September 30,              September 30,
                                                                             1998      1999            1998        1999
                                                                             ----      ----            ----        ----
<S>                                                                      <C>          <C>           <C>          <C>
Cash flow from operating activities:
   Net income:...................................................        $  (113)     $   21        $   (47)     $   55
   Non-cash charges to net income:
     Depreciation and amortization ..............................             12          11            38           34
     Deferred income taxes.......................................             (8)         (4)           (7)           2
     Restructuring charge........................................             86          (6)           86           (6)
     Impairment loss on Russian assets...........................             60           -            60            -
     Securities class action and shareholder derivative lawsuits               -          13             -           13
     Other non-cash charges......................................             (1)         (1)            2           13
   Working capital*..............................................             16          (9)          (79)         (45)
   Long-term assets and liabilities..............................            (12)         (4)           (5)          (6)
                                                                         ---------    ---------     ---------    ----------

        Net cash provided by operating activities...............              40          21            48           60
                                                                         ---------    ---------     --------- -- ----------

Cash flow from investing activities:
   Capital expenditures..........................................            (11)        (15)          (40)         (42)
   Purchases of short-term investments...........................             (2)         (3)          (29)         (20)
   Maturity of short-term investments............................             10           4            22           25
   Sale of assets................................................              -           1             2            4
                                                                         ---------    ---------     ---------    ----------
        Net cash (used in) investing activities.................              (3)         (13)         (45)         (33)
                                                                         ---------    ---------     ---------    ----------

Cash flow from financing activities:
   Short-term debt (reductions), net.............................            (16)         (2)          (47)         (18)
   Long-term debt borrowings.....................................              1          49           210          108
   Long-term debt reductions.....................................             (5)        (61)         (138)        (159)
   Sale of common stock..........................................              -           -             1            -
   Dividends paid to minority shareholder........................              -           -             -           (1)
                                                                         ---------    ---------     ---------    ----------
                                                                         ---------    ---------     ---------    ----------
        Net cash provided by (used in) financing activities.....             (20)        (14)           26          (70)
                                                                         ---------    ---------     ---------    ----------

Net increase (decrease) in cash and cash equivalents.............              17          (6)           29          (43)
Effect of exchange rate changes on cash and cash equivalents.....              (1)          1            (1)          (2)
Cash and cash equivalents at beginning of period.................              70          18            58           58
                                                                          ---------    ---------     ---------    ----------
Cash and cash equivalents at end of period.......................        $     86     $    13       $    86      $    13
                                                                          =========    =========     =========    ==========
Supplemental  disclosures  of cash flow  information:
Net cash paid during the periods for:
    Interest expense.............................................        $     23     $    24       $    56      $    64
    Income taxes.................................................              12          11            44           29

   *Net change in working capital due to the following components:
(Increase) decrease in current assets:
    Notes and accounts receivable................................        $     44     $    11       $    42      $    15
    Inventories..................................................              -            8           (47)          14
    Prepaid expenses and other current assets....................              -            2             -            2
Increase (decrease) in accounts payable and accruals.............              (3)        (13)          (36)         (10)
Antitrust investigations and related lawsuits and claims, net....             (25)        (11)          (38)         (46)
Restructuring payments...........................................              -           (6)            -          (20)
                                                                          ---------    ---------     ---------    ----------
       Working Capital..........................................         $     16     $    (9)      $   (79)     $   (45)
                                                                          =========    =========     =========    ==========
</TABLE>

<PAGE>
<TABLE>


                                              UCAR INTERNATIONAL INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                            (Dollars in millions, except per share data)
                                                             (Unaudited)
<CAPTION>
                                                                                         Three Months Ended
                                                                          Sept 30,    March 31,      June 30,     Sept 30,
                                                                            1998         1999           1999        1999

<S>                                                                       <C>          <C>           <C>          <C>
Net sales.......................................................          $  233       $   202       $   211      $   210
Cost of sales...................................................             151           139           138          140
                                                                          --------     -------       -------      -------
      Gross Profit.............................................               82            63            73           70
Research and development........................................               2             2             2            3
Selling, administrative and other expenses......................              27            22            23           20
Other (income) expense (net)....................................               1           (3)            (3)          (1)
Restructuring charge............................................              86            -              -           (6)
Impairment loss on Russian assets...............................              60            -              -            -
Securities class action and shareholder derivative lawsuits.....               -            -              -           13
                                                                          --------     -------       -------      -------
      Operating Profit.........................................              (94)           42            51           41
Interest Expense................................................              19            22            22           20
                                                                          --------     -------       -------      -------
      Income before provision for income taxes.................             (113)           20            29           21
Provision for income taxes......................................              (1)            5             8            -
                                                                          --------     -------       -------      -------
      Income of consolidated entities..........................             (112)           15            21           21
Less: minority stockholders' share of income ...................               1             1             1            -
                                                                                                                  -------
                                                                          =======      =======       =======
   Net Income...................................................          $ (113)      $   14        $   20       $   21
                                                                          =======      =======       =======      =======

Basic earnings per common share:

   Net income per share.........................................          $   (2.51)   $   0.30      $   0.45     $   0.46
                                                                          =======      =======       =======      =======

   Weighted average common shares outstanding (in thousands)....          44,977       45,192        45,083       45,087

Diluted earnings per common share:
   Net income per share.........................................            N/A        $  0.30       $  0.44      $  0.45
                                                                                       =======       =======      =======

   Weighted average common shares outstanding (in thousands)....              -        46,501        46,507       46,747
                                                                          =======      =======       =======      =======


</TABLE>

<PAGE>

Quarterly Segment Data Summary (dollars in millions)

Quarter Ended                 Total    Graphite Electrodes   Graphite and Carbon
September 30, 1998                                                 Products
- --------------------------    -----    -------------------   -------------------
Graphite electrode volume                     52.9
(1000's metric tons)

Net sales                     $233           $161                  $ 72

Cost of sales                  151            100                    51
                              ----           ----                   ---
Gross profit                  $ 82            $ 61                 $ 21
                              ====           ====                   ===
Gross profit margin       35.2 percent    37.9 percent          29.2 percent


Quarter Ended                 Total    Graphite Electrodes   Graphite and Carbon
June 30, 1999                                                      Products
- --------------------------------       -------------------   -------------------
Graphite electrode volume                     51.3
(1000's metric tons)

Net sales                     $211           $141                  $ 70

Cost of sales                  138             87                    51
                              ----           ----                  ----
Gross profit                  $ 73           $ 54                  $ 19
                              ====           ====                  ====
Gross profit margin       34.6 percent    38.3 percent          27.1 percent


Quarter Ended                 Total    Graphite Electrodes   Graphite and Carbon
September 30, 1999                                                 Products
- ---------------------------------      -------------------   -------------------

Graphite electrode volume                     53.1
(1000's metric tons)

Net Sales                     $210           $144                  $ 66

Cost of Sales                  140             93                    47
                              ----           ----                  ----
Gross Profit                  $ 70           $ 51                  $ 19
                              ====           ====                  ====
Gross Profit Margin       33.3 percent    35.4 percent          28.8 percent

                                       ###


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