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
###