Securities and Exchange Commission, Washington, D.C. 20549
Annual Report on Form 10-K for the year ended December 31, 1999.
Filed pursuant to Section 13 of the Securities Exchange Act of 1934.
Commission file number 1-1463
UNION CARBIDE CORPORATION
1999 10-K
Union Carbide Corporation Tel. (203) 794-2000
39 Old Ridgebury Road State of incorporation: New York
Danbury, Connecticut 06817-0001 IRS identification number: 13-1421730
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock ($1 par value) New York Stock Exchange
Chicago Stock Exchange, Incorporated
The Pacific Stock Exchange Incorporated
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
At February 29, 2000, 134,442,379 shares of common stock were
outstanding. Non-affiliates held 133,763,120 of those shares.
The aggregate market value of the non-affiliate shares was
$7.052 billion.
Documents incorporated by reference:
Annual report to stockholders for the year ended December 31,
1999 (Parts I and II)
Proxy statement for the annual meeting of stockholders to be
held on April 26, 2000 (Part III)
Table of Contents
Part I
Item 1: Business 1
Item 2: Properties 3
Item 3: Legal Proceedings 6
Item 4: Submission of Matters to a Vote of Security Holders 7
Part II
Item 5: Market for Registrant's Common Equity and Related
Stockholder Matters 8
Item 6: Selected Financial Data 8
Item 7: Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 7a: Quantitative and Qualitative Disclosures About Market
Risk 8
Item 8: Financial Statements and Supplementary Data 8
Item 9: Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
Part III
Item 10: Directors and Executive Officers of the Registrant 9
Item 11: Executive Compensation 10
Item 12: Security Ownership of Certain Beneficial Owners and
Management 10
Item 13: Certain Relationships and Related Transactions 10
Part IV
Item 14: Exhibits, Financial Statement Schedules and Reports
on Form 8-K 11
Signatures 14
Exhibit Index 15
Cautionary statement: All statements in this Annual Report on
Form 10-K that do not reflect historical information are
forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995 (as amended). Forward-
looking statements include statements concerning the pending
merger with The Dow Chemical Company (and, with regard to the
merger, the "Dow Merger"); plans; objectives; strategies;
anticipated future events or performance; sales; cost, expense
and earnings expectations; the Year 2000 issue; interest rate
and currency risk management; the chemical markets in 2000 and
beyond; development, production and acceptance of new products
and process technologies; ongoing and planned capacity
additions and expansions; joint ventures; Management's
Discussion & Analysis; and any other statements that do not
reflect historical information, including statements
incorporated herein by reference to the 1999 annual report to
stockholders. Such forward-looking statements are subject to
risks and uncertainties. Important factors that could cause
actual results to differ materially from those discussed in
such forward-looking statements include the supply/demand
balance for the corporation's products; customer inventory
levels; competitive pricing pressures; raw material
availability and costs; changes in industry production
capacities and operating rates; currency exchange rates;
interest rates; global economic conditions; competitive
technology positions; failure by the corporation to achieve
technology objectives, achieve cost reduction targets or
complete projects on schedule and on budget; inability to
obtain new customers or retain existing ones; and, with
respect to the Dow Merger, failure to obtain necessary
regulatory and other governmental approvals and failure to
satisfy conditions of the merger agreement. Some of these
factors are discussed further in Part I, Item 1: Business.
Definition of Terms: See page 48 of the 1999 annual report to
stockholders. Terms defined there are used herein.
(Recycled symbol) Printed on Recycled, Recyclable Paper
Part I
Item 1. Business
General-Union Carbide operates in two business segments of the
chemicals and plastics industry, Specialties & Intermediates
and Basic Chemicals & Polymers. Specialties & Intermediates
converts basic and intermediate chemicals into a diverse
portfolio of chemicals and polymers serving industrial
customers in many markets. This segment also provides
technology services, including licensing, to the oil and
petrochemicals industries. The Basic Chemicals & Polymers
segment converts hydrocarbon feedstocks, principally liquefied
petroleum gas and naphtha, into ethylene or propylene used to
manufacture polyethylene, polypropylene, ethylene oxide and
ethylene glycol for sale to third-party customers, as well as
ethylene, propylene, ethylene oxide and ethylene glycol for
consumption by the Specialties & Intermediates segment. The
profitability of the Basic Chemicals & Polymers segment of the
chemicals and plastics industry is highly cyclical, whereas
that of the Specialties & Intermediates segment is less
cyclical. Consequently, Union Carbide's results are subject to
the swings of the business cycle in both the highly volatile
Basic Chemicals & Polymers segment and the less volatile
Specialties & Intermediates segment. In addition to its
business segments, the corporation's Other segment includes
its noncore operations and financial transactions other than
derivatives designated as hedges, which are included in the
same segment as the item being hedged. See pages 1, 4, 5, and
"Results of Operations" on pages 7 through 14 of the 1999
annual report to stockholders for further information about
Union Carbide's businesses, and Note 6 on pages 30 and 31 of
the 1999 annual report to stockholders for financial
information about Union Carbide's business segments.
On August 3, 1999, the corporation and The Dow Chemical
Company (Dow) entered into an Agreement and Plan of Merger
providing for the merger of a subsidiary of Dow with and into
the corporation. As a result of the merger, the corporation
will become a wholly-owned subsidiary of Dow, and the
corporation's shareholders will receive 0.537 of a share of
Dow common stock for each share of UCC common stock they own
as of the date of the merger. On March 6, 2000, Dow announced
plans for a three-for-one split of its common stock, subject
to the approval of Dow shareholders. If the record date for
the stock split occurs prior to the merger, the number of
shares of Dow common stock to be received for each share of
UCC common stock will be proportionately adjusted. On December
1, 1999, UCC shareholders approved the merger agreement. The
merger is subject to certain conditions including review by
antitrust regulatory authorities in the United States, Europe
and Canada. The transaction is intended to qualify as a tax-
free reorganization for United States Federal income tax
purposes and is expected to be accounted for under the pooling-
of-interests method of accounting.
Union Carbide does not produce against a backlog of firm
orders; production is geared primarily to the level of
incoming orders and to projections of future demand.
Inventories of finished products, work in process and raw
materials are maintained to meet delivery requirements of
customers and Union Carbide's production schedules.
At year-end 1999, 11,569 people were employed in the
manufacturing facilities, laboratories and offices of the
corporation and its consolidated subsidiaries around the
world.
Raw Materials, Products and Markets-See information herein and
in the 1999 annual report to stockholders on pages 4 and 5.
All products and services are marketed throughout the world by
the corporation's direct sales force, and where appropriate,
augmented by a network of Union Carbide authorized
distributors.
Union Carbide believes it has contracts or commitments for, or
readily available sources of, hydrocarbon feedstocks and fuel
supplies to meet its anticipated needs in all major product
areas. The corporation's operations are dependent upon the
availability of hydrocarbon feedstocks and fuels, which are
purchased from diverse domestic and international sources,
including independent oil and gas producers as well as
integrated oil companies.
The availability and price of hydrocarbon feedstocks, energy
and finished products are subject to plant interruptions and
outages and to market and political conditions in the U.S. and
elsewhere. Operations and products at times may be adversely
affected by legislation, government regulations, shortages, or
international or domestic events.
The business segments of Union Carbide are not dependent to a
significant extent upon a single customer or a few customers.
-1-
Part I (Cont.)
Patents; Trademarks; Research and Development-Union Carbide
owns a large number of United States and foreign patents that
relate to a wide variety of products and processes, has
pending a substantial number of patent applications throughout
the world and is licensed under a number of patents. These
patents expire at various times over the next 20 years. In the
aggregate, such patents and patent applications are material
to Union Carbide's competitive position. No one patent is
considered to be material. Union Carbide also has a large
number of trademarks. The UNION CARBIDE and UNIPOL trademarks
are material; no other single trademark is material.
Essentially all of Union Carbide's research and development
activities are company-sponsored. The principal research and
development facilities of Union Carbide are indicated in the
discussion of Properties (Item 2) of this Annual Report on
Form 10-K. In addition to the facilities specifically
indicated there, product development and process technology
laboratories are maintained at some plants. Union Carbide
expensed $154 million in 1999, $143 million in 1998, and $157
million in 1997 on company-sponsored research activities to
develop new products, processes, or services, or to improve
existing ones. Certain of Union Carbide's joint ventures
conduct research and development within their business fields.
Environment-See Costs Relating to Protection of the
Environment on page 14 of the 1999 annual report to
stockholders and Note 17 on pages 42 and 43 thereof.
Insurance-Union Carbide's policy is to obtain public liability
and other insurance coverage on terms and conditions and at a
cost that management considers fair and reasonable. Union
Carbide's management believes it has a prudent risk management
policy in effect and it periodically reviews its insurance
coverage as to scope and amount and makes adjustments as
deemed necessary. There is no assurance, however, that Union
Carbide will not incur losses beyond the limits, or outside
the coverage, of its insurance. Such insurance is subject to
substantial corporate retentions.
Competition-Each of the major product and service areas in
which Union Carbide participates is highly competitive. In
some instances competition comes from manufacturers of the
same products as those produced by Union Carbide and in other
cases from manufacturers of different products that may serve
the same markets as those served by Union Carbide's products.
Some of Union Carbide's competitors, such as companies
principally engaged in petroleum operations, have more direct
access to hydrocarbon feedstocks and some have greater
financial resources than Union Carbide.
The Specialties & Intermediates segment is characterized by
differentiated products and is less subject to external
changes in supply/demand relationships than the Basic
Chemicals & Polymers segment. In the Specialties &
Intermediates segment, competition is based primarily on
product functionality and quality, with the more unique
products commanding more significant price premiums.
Products manufactured by the Specialties & Intermediates
segment may compete with a few competitors in many products to
many competitors in selected products. In all, approximately
24 other major specialty chemical companies manufacture
products competitive with those of the Specialties &
Intermediates segment.
The Basic Chemicals & Polymers segment is characterized by
large volume commodity products and is subject to external
changes in supply/demand relationships, including changes in
the strength of the overall economy, customer inventory
levels, industry manufacturing capacity and operating rates
and raw material feedstock costs. Participants in this segment
compete for business primarily on the basis of price and
efficient delivery systems.
The Basic Chemicals & Polymers segment competes with at least
12 other major producers of basic chemicals.
See pages 4 and 5 of the 1999 annual report to stockholders
for information about each segment's principal products.
-2-
Part I (Cont.)
Union Carbide is a major marketer of petrochemical products
throughout the world. Products that the corporation markets
are largely produced in the United States, while products
marketed by the corporation's joint ventures are principally
produced outside the United States. Competitive products are
produced throughout the world.
Union Carbide's international operations face competition from
local producers and global competitors and a number of risks
inherent in carrying on business outside the United States,
including regional and global economic conditions, risks of
nationalization, expropriation, restrictive action by local
governments and changes in currency exchange rates.
See Note 6 on pages 30 and 31 of the 1999 annual report to
stockholders for a summary of business and geographic segment
information.
Item 2. Properties
In management's opinion, current facilities, together with
planned expansions, will provide adequate production capacity
to meet Union Carbide's planned business activities. Capital
expenditures are discussed on page 16 of the 1999 annual
report to stockholders.
Listed on the following pages are the principal manufacturing
facilities operated by Union Carbide worldwide. Research and
engineering facilities are noted within each of the domestic
and international descriptions below. Most of the domestic
properties are held in fee. Union Carbide maintains numerous
domestic sales offices and warehouses, the majority of which
are leased premises, whose lease terms are scheduled to expire
in five years or less. All principal international
manufacturing properties are either owned or held under long-
term leases. International administrative offices, technical
service laboratories, sales offices and warehouses are owned
in some instances and held under relatively short-term leases
in other instances. The corporation's headquarters is located
in Danbury, Connecticut and is leased.
-3-
Part I (Cont.)
Principal domestic manufacturing facilities and the principal
products manufactured there are as follows:
Location City Principal Product(s)
Specialties & Intermediates Segment
California Torrance Latexes
Georgia Tucker Latexes
Illinois Alsip Latexes
Louisiana Greensburg Hydroxyethyl cellulose derivatives
Louisiana Norco (Cypress Plant) Polypropylene catalysts, polypropylene
catalyst pre-cursor
Louisiana Taft Acrolein and derivatives, acrylic monomers,
caprolactone, UV-curing resins,
cycloaliphatic epoxides, glycol ethers,
polyethylene glycols, ethyleneamines,
surfactants, ethanolamines, oxo alcohols,
epoxidized soybean oil
Louisiana Taft (Star Plant) Polyethylene catalysts
New Jersey Bound Brook Polyethylene compounds
New Jersey Edison Lanolin and glucose derivatives
New Jersey Somerset Latexes
Puerto Rico Bayamon Latexes
Texas Garland Latexes
Texas Seadrift Ethanolamines, glycol ethers, ethylene-
propylene rubber, polyethylene compounds for
wire & cable, polyethylene catalysts,
polypropylene catalyst pre-cursor
Texas Texas City Organic acids and esters, alcohols,
aldehydes, ketones, vinyl acetate, solution
vinyl resins, heat transfer fluids
West Virginia Institute Caprolactone derivatives, polyethylene
glycol, hydroxyethyl cellulose, polyethylene
oxide, surfactants, ethylidene norbornene,
glutaraldehyde, ethylene oxide catalysts,
acetone and derivatives
West Virginia South Charleston Alkyl alkanolamines, miscellaneous specialty
products, polyalkylene glycols, surfactants,
specialty ketones, polyvinyl acetate resins,
heat transfer fluids, aircraft deicing
fluids, vinyl methyl ether
Basic Chemicals & Polymers Segment
Louisiana Norco (Cypress Plant) Polypropylene
Louisiana Taft Ethylene oxide and glycol, olefins
Louisiana Taft (Star Plant) Polyethylene
Texas Seadrift Ethylene oxide and glycol, olefins,
polyethylene, polypropylene
Texas Texas City Olefins
Research and development for the Specialties & Intermediates
segment is carried on at technical centers in Bound Brook and
Somerset, New Jersey; Tarrytown, New York; Cary, North
Carolina; Houston and Texas City, Texas; and South Charleston,
West Virginia. Research and development for the Basic
Chemicals & Polymers segment is carried on at technical
centers in Bound Brook and Somerset, New Jersey; Houston,
Texas; and South Charleston, West Virginia. Process and design
engineering for both segments is conducted at technical
centers in South Charleston, West Virginia and in Houston,
Texas, in support of domestic and foreign projects.
-4-
Part I (Cont.)
Principal international manufacturing facilities and the
principal products manufactured there are as follows:
Country City Principal Product(s)
Specialties & Intermediates Segment
Argentina San Lorenzo Latex
Belgium Vilvoorde Lanolin derivatives
Belgium Zwijndrecht Hydroxyethyl cellulose
Brazil Aratu Hydroxyethyl cellulose
Brazil Cabo Vinyl acetate
Brazil Cubatao Polyethylene
Canada Sarnia Latex
Indonesia Jakarta Latex
Malaysia Seremban Latex
People's Republic of China Guangdong Latex, hydroxyethyl cellulose derivatives
People's Republic of China Shanghai Latex
Philippines Batangas Latex
Thailand Rayong Latex
United Arab Emirates Dubai Latex
United Kingdom Wilton Glycol ethers, ethanolamines
Basic Chemicals & Polymers Segment
Canada Prentiss Ethylene glycol
United Kingdom Wilton Ethylene oxide and glycol
Research and development for the Specialties & Intermediates
segment is carried on at international facilities in
Zwijndrecht, Belgium; Cubatao, Brazil; Montreal East, Canada;
Jurong, Singapore; and Meyrin (Geneva), Switzerland.
Principal locations of the corporation's partnerships and
corporate investments carried at equity and the principal
products manufactured by those entities are as follows:
Specialties & Intermediates:
UOP LLC - a joint venture with Honeywell International, Inc.,
accounted for as a partnership, which is a leading worldwide
supplier of process technology, catalysts, molecular sieves
and adsorbents to the petrochemical and gas-processing
industries. UOP LLC has manufacturing facilities in Mobile,
Alabama; Des Plaines and McCook, Illinois; Shreveport,
Louisiana; Tonawanda, New York; Leverkusen, Germany; Reggio di
Calabria, Italy; and Brimsdown, United Kingdom. UOP has
several joint ventures with manufacturing sites in Hiratsuka
and Yokkaichi, Japan and Shanghai, China. Research and
development is performed at locations in Des Plaines, Illinois
and Mobile, Alabama.
Nippon Unicar Company Limited - a Japan-based producer of
polyethylene and specialty polyethylene compounds and
specialty silicone products. This joint venture with Tonen
Chemical Corporation has manufacturing facilities in Kawasaki
and Komatsu, Japan.
Aspell Polymeres SNC - a France-based producer of polyethylene
and specialty polyethylene compounds. This partnership with
Elf Atochem S.A., a subsidiary of Elf Aquitaine, has a
manufacturing facility in Gonfreville, France.
World Ethanol Company - a U.S.-based partnership with Archer
Daniels Midland Company that supplies ethanol worldwide. This
partnership has manufacturing facilities in Texas City, Texas
and Peoria, Illinois.
-5-
Part I (Cont.)
Univation Technologies, LLC - a U.S.-based joint venture,
accounted for as a partnership, with ExxonMobil Chemical
Company, a division of Exxon Mobil Corporation, for the
licensing of polyethylene technology. Univation conducts
research, development and commercialization activities on
process technology and single site and other advanced
catalysts for the production of polyethylene. The venture is
also the sales agent for licensing of Union Carbide's UNIPOL
technology. The company's headquarters is located in Houston,
Texas. Research and development and engineering are performed
at locations in Bound Brook, New Jersey; Baytown, Texas;
Houston, Texas; and South Charleston, West Virginia. A
catalyst manufacturing facility is located in Mont Belvieu,
Texas.
Asian Acetyls, Co., Ltd. - a South Korea-based producer of
vinyl acetate monomer used in the production of emulsion
resins by customers in the coatings and adhesives industries.
This corporate joint venture with BP Chemicals and Samsung
Fine Chemicals Company has a manufacturing facility in Ulsan,
South Korea.
OPTIMAL Chemicals (Malaysia) Sdn Bhd - a Malaysian corporate
joint venture with Petroliam Nasional Berhad (PETRONAS) that
is building a facility for the production of ethylene and
propylene derivatives within a world-scale, integrated
chemical complex in Kerteh, Terengganu, Malaysia. This
corporate joint venture, along with two joint ventures in the
corporation's Basic Chemicals & Polymers segment, OPTIMAL
Olefins (Malaysia) Sdn Bhd and OPTIMAL Glycols (Malaysia) Sdn
Bhd, form the OPTIMAL Group.
Basic Chemicals & Polymers:
Polimeri Europa S.r.l. - a Europe-based producer of olefins
and polyethylene resins. This corporate joint venture with
EniChem S.p.A. of Italy operates facilities at Brindisi,
Ferrara, Gela, Priolo and Ragusa, Italy; Dunkirk, France; and
Oberhausen, Germany. The venture is headquartered in Milan,
Italy.
EQUATE Petrochemical Company K.S.C. - a corporate joint
venture with Petrochemical Industries Company and Boubyan
Petrochemical Company, which manufactures ethylene,
polyethylene and ethylene glycol at its world-scale
petrochemicals complex in Shuaiba, Kuwait.
Petromont and Company, Limited Partnership - a Canada-based
olefins and polyethylene resins producer owned jointly with
Ethylec Inc. This partnership has manufacturing facilities at
Montreal and Varennes, Quebec, Canada.
Alberta & Orient Glycol Company Limited - a corporate joint
venture with Mitsui & Co., Ltd., Japan, and Far Eastern
Textile Ltd., Taiwan. This Canada-based producer of ethylene
glycol has a manufacturing facility in Prentiss, Alberta,
Canada.
OPTIMAL Olefins (Malaysia) Sdn Bhd and OPTIMAL Glycols
(Malaysia) Sdn Bhd - Malaysian corporate joint ventures (part
of the OPTIMAL Group) with PETRONAS that are building an
ethane/propane cracker and an ethylene glycol facility, within
a world-scale, integrated chemical complex in Kerteh,
Terengganu, Malaysia.
Item 3. Legal Proceedings
See Note 17 of Notes to Financial Statements on pages 42 and
43 of the 1999 annual report to stockholders.
-6-
Part I (Cont.)
Item 4. Submission of Matters to a Vote of Security Holders
(a) Special Meeting of Shareholders held on December 1, 1999.
(c) Shareholders voted to adopt an agreement and plan of merger
relating to a merger of a subsidiary of The Dow Chemical Company
with and into the corporation.
The vote was:
FOR 99,929,931 shares or 97.66 percent of the shares voted
AGAINST 2,398,978 shares or 2.34 percent of shares voted
ABSTAIN 1,302,554 shares
-7-
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Market and dividend information for the corporation's common
stock is contained on pages 18, 19 and 45 of the 1999 annual
report to stockholders. Information about the stock exchanges
where the stock is traded in the United States is listed on
page 46 of the 1999 annual report to stockholders. The
declaration of dividends is a business decision made from time
to time by the Board of Directors based on the corporation's
earnings and financial condition and other factors the Board
considers relevant.
The number of stockholders of record of the corporation's
common stock is contained on page 1 of the 1999 annual report
to stockholders.
Item 6. Selected Financial Data
Information pertaining to consolidated operations is included
under the captions "From the Income Statement" and "From the
Balance Sheet" and dividend information is included under the
caption "Other Data" in the Selected Financial Data on pages
18 and 19 of the 1999 annual report to stockholders.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
See the information in the 1999 annual report to stockholders,
pages 7 through 17.
Item 7a. Quantitative and Qualitative Disclosures About Market
Risk
Information pertaining to Quantitative and Qualitative
Disclosures About Market Risk is included under the caption
"Interest Rate and Currency Risk Management" and "Foreign
Operations" in Management's Discussion and Analysis on page 9
of the 1999 annual report to stockholders.
Item 8. Financial Statements and Supplementary Data
The consolidated balance sheet of Union Carbide Corporation
and subsidiaries at December 31, 1999 and 1998 and the
consolidated statements of income, stockholders' equity and
cash flows for each of the years in the three-year period
ended December 31, 1999, together with the report thereon of
KPMG LLP dated January 26, 2000, are contained on pages 20
through 44 of the 1999 annual report to stockholders.
Quarterly income statement data are contained on page 45 of
the 1999 annual report to stockholders.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Union Carbide has not had any disagreements covered by this
item with KPMG LLP, its independent auditors.
-8-
Part III
Item 10. Directors and Executive Officers of the Registrant
For background information on the Directors of Union Carbide
Corporation whose terms are expected to continue after the
annual meeting of stockholders and persons nominated to become
Directors, see pages 7 through 10 of the proxy statement for
the annual meeting of stockholders to be held on April 26,
2000.
The principal executive officers of the corporation are as
follows. Data is as of March 17, 2000.
Year
First
Name Age Position Elected
William H. Joyce 64 Chairman of the Board, President and Chief Executive Officer 1993
Joseph S. Byck 58 Vice-President 1991
Bruce D. Fitzgerald 60 Vice-President, General Counsel and Secretary 1999
James F. Flynn 57 Vice-President 1993
Malcolm A. Kessinger 56 Vice-President 1991
Lee P. McMaster 57 Vice-President 1993
Joseph C. Soviero 61 Vice-President 1993
Roger B. Staub 65 Vice-President 1993
John K. Wulff 51 Vice-President, Chief Financial Officer and Controller 1988
There are no family relationships between any officers or
directors of the corporation. There is no arrangement or
understanding between any officer and any other person
pursuant to which the officer was elected an officer. An
officer is elected by the Board of Directors to serve until
the next annual meeting of stockholders and until his
successor is elected and qualified.
The table on the next page gives a summary of the positions
held during at least the past five years by each officer. Each
of the officers has been employed by the corporation for the
past five years.
-9-
Part III (Cont.)
Name Position Years Held
William H. Joyce Chairman of the Board, President and Chief Executive Officer 1996 to present
President and Chief Executive Officer 1995 to 1995
President and Chief Operating Officer 1993 to 1995
Joseph S. Byck Vice-President 1991 to present
Bruce D. Fitzgerald Vice-President, General Counsel and Secretary 1999 to present
Deputy General Counsel 1987 to 1998
James F. Flynn Vice-President 1993 to present
Malcolm A. Kessinger Vice-President 1991 to present
Lee P. McMaster Vice-President 1993 to present
Joseph C. Soviero Vice-President 1993 to present
Roger B. Staub Vice-President 1993 to present
John K. Wulff Vice-President, Chief Financial Officer and Controller 1996 to present
Vice-President, Controller and Principal Accounting Officer 1989 to 1996
For additional information see "Section 16(a) Beneficial
Ownership Reporting Compliance" on page 21 of the proxy
statement for the annual meeting of stockholders to be held on
April 26, 2000.
Item 11. Executive Compensation
See pages 17 through 19 of the proxy statement for the annual
meeting of stockholders to be held on April 26, 2000.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
See pages 20 and 21 of the proxy statement for the annual
meeting of stockholders to be held on April 26, 2000.
Item 13. Certain Relationships and Related Transactions
See page 10 of the proxy statement for the annual meeting of
stockholders to be held on April 26, 2000.
-10-
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K
UNION CARBIDE CORPORATION
(a) The following documents are filed as part of this report:
1. The consolidated financial statements set forth on pages 20
through 43 and the Independent Auditors' Report set forth on
page 44 of the 1999 annual report to stockholders are
incorporated by reference in this Annual Report on Form 10-K.
2. The Report on Financial Statement Schedule of KPMG LLP appears
on page 12 of this Annual Report on Form 10-K.
3. The following schedule should be read in conjunction with the
consolidated financial statements incorporated by reference in
Item 8 of this Annual Report on Form 10-K. Schedules other than
those listed have been omitted because they are not applicable.
Page in this
Annual Report
on Form 10-K
Valuation and Qualifying Accounts (Schedule II),
three years ended December 31, 1999 13
(b) The corporation filed the following Current Reports on Form 8-K for
the three months ended December 31, 1999.
1. Current Report on Form 8-K dated October 25, 1999, contained
the corporation's press release dated October 25, 1999.
2. Current Report on Form 8-K dated November 15, 1999, contained
the corporation's press release dated November 15, 1999.
3. Current Report on Form 8-K dated December 1, 1999, contained
the corporation's press release dated December 1, 1999.
(c) Exhibits - See Exhibit Index on pages 15 through 17 for exhibits
filed with this Annual Report on Form 10-K.
-11-
Part IV (Cont.)
Report of Independent Auditors
The Board of Directors
Union Carbide Corporation
Under date of January 26, 2000, we reported on the
consolidated balance sheets of Union Carbide
Corporation and subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of
income, stockholders' equity and cash flows for each of
the years in the three-year period ended December 31,
1999, as contained on pages 20 through 43 in the 1999
annual report to stockholders. These consolidated
financial statements and our report thereon are
incorporated by reference in the Annual Report on Form
10-K for the year 1999. In connection with our audits
of the aforementioned consolidated financial
statements, we also have audited the related financial
statement schedule as listed in Item 14(a)3. This
financial statement schedule is the responsibility of
the corporation's management. Our responsibility is to
express an opinion on this financial statement schedule
based on our audits.
In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly,
in all material respects, the information set forth
therein.
/s/ KPMG LLP
KPMG LLP
Stamford, Conn.
January 26, 2000
-12-
Part IV (Cont.)
Schedule II-Valuation and Qualifying Accounts
Union Carbide Corporation and Consolidated Subsidiaries
Deductions
Items determined to
Additions be uncollectible,
Balance at Charged to Reclassifed less recovery of Balance at
beginning of costs and from other amounts previously end of
period expenses accounts written off period
Millions of dollars, year ended December 31, 1999
Allowance for doubtful accounts $22 $2 $ - $ 5 $19
Millions of dollars, year ended December 31, 1998
Allowance for doubtful accounts $11 $3 $ 8 $ - $22
Millions of dollars, year ended December 31, 1997
Allowance for doubtful accounts $10 $3 $ - $ 2 $11
-13-
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the corporation has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Union Carbide Corporation
March 17, 2000
/s/John K. Wulff
by: John K. Wulff
Vice-President, Chief Financial
Officer and Controller
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following
persons on behalf of the corporation and in the capacities
indicated on March 17, 2000.
/s/William H. Joyce /s/C. Fred Fetterolf /s/Rozanne L. Ridgway
William H. Joyce C. Fred Fetterolf Rozanne L. Ridgway
Director, Chairman of the Board, Director Director
President and Chief Executive Officer
/s/John K. Wulff /s/Vernon E. Jordan, Jr. /s/James M. Ringler
John K. Wulff Vernon E. Jordan, Jr. James M. Ringler
Vice-President, Chief Financial Officer Director Director
and Controller
/s/Robert D. Kennedy /s/Paul J. Wilhelm
Robert D. Kennedy Paul J. Wilhelm
Director Director
/s/Ronald L. Kuehn, Jr.
Ronald L. Kuehn, Jr.
Director
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Exhibit Index
Exhibit No.
2.1 Agreement and Plan of Merger dated as of August 3, 1999 among the
corporation, The Dow Chemical Company and Transition Sub Inc. (See Exhibit
2 of the corporation's Current Report on Form 8-K dated August 3, 1999).
2.2 Stock Option Agreement dated as of August 3, 1999 between the corporation
and The Dow Chemical Company (See Exhibit 99.1 to the corporation's Current
Report on Form 8-K dated August 3, 1999).
3.1 Amended and Restated Certificate of Incorporation as filed June 25, 1998
(See Exhibit 3 of the corporation's June 30, 1998 Form 10-Q).
3.2 By-Laws of the corporation, amended as of September 22, 1999 (See Exhibit
3.2 of the corporation's Current Report on Form 8-K, dated September 22,
1999).
4.1 Indenture dated as of June 1, 1995, between the corporation and the Chase
Manhattan Bank (formerly Chemical Bank), Trustee (See Exhibit 4.1.2 to the
corporation's Form S-3 effective October 13, 1995, Reg. No. 33-60705).
4.2 The corporation will furnish to the Commission upon request any other debt
instrument referred to in item 601(b)(4)(iii) (A) of Regulation S-K.
10.1 Indemnity Agreement dated as of December 8, 1997, between the corporation
and James F. Flynn. The Indemnity Agreement filed with the Commission is
substantially identical in all material respects, except as to the parties
thereto and dates thereof, with Indemnity Agreements between the
corporation and each other person who is a director or executive officer of
the corporation (See Exhibit 10.1 of the corporation's 1997 Form 10-K).
10.2.1 1988 Union Carbide Long-Term Incentive Plan (See Exhibit 10.2.1 of the
corporation's 1998 Form 10-K).
10.2.2 Amendment to the 1988 Union Carbide Long-Term Incentive Plan effective June
1, 1989.
10.2.3 Amendment to the 1988 Union Carbide Long-Term Incentive Plan effective
August 1, 1989.
10.2.4 Resolutions adopted by the Board of Directors of the corporation on
February 26, 1992, with respect to stock options granted under the 1988
Union Carbide Long-Term Incentive Plan (See Exhibit 10.2.4 of the
corporation's 1997 Form 10-K).
10.2.5 Resolutions adopted by the Compensation and Management Development
Committee of the Board of Directors of the corporation on June 30, 1992,
with respect to the 1988 Union Carbide Long-Term Incentive Plan (See
Exhibit 10.2.5 of the corporation's 1997 Form 10-K).
10.2.6 Amendment to the 1988 Union Carbide Long-Term Incentive Plan effective
October 1, 1997 (See Exhibit 10.2.6 of the corporation's 1997 Form 10-K).
10.3.1 1983 Union Carbide Bonus Deferral Program (See Exhibit 10.4.1 of the
corporation's 1996 Form 10-K).
10.3.2 Amendment to the 1983 Union Carbide Bonus Deferral Program effective
January 1, 1992 (See Exhibit 10.3.2 of the corporation's 1997 Form 10-K).
10.4.1 1984 Union Carbide Cash Bonus Deferral Program (See Exhibit 10.5.1 of the
corporation's 1996 Form 10-K).
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Exhibit Index (Cont.)
Exhibit No.
10.4.2 Amendment to the 1984 Union Carbide Cash Bonus Deferral Program effective
January 1, 1986 (See Exhibit 10.5.2 of the corporation's 1996 Form 10-K).
10.4.3 Amendment to the 1984 Union Carbide Cash Bonus Deferral Program effective
January 1, 1992 (See Exhibit 10.4.3 of the corporation's 1997 Form 10-K).
10.5 Union Carbide Corporation Equalization Benefit Plan, Amended and Restated
effective January 1, 1998.
10.6 Union Carbide Corporation Supplemental Retirement Income Plan, Amended and
Restated January 1, 1998.
10.7 Union Carbide Non-Employee Directors' Compensation Deferral Plan effective
February 1, 1997 (See Exhibit 10.7 of the corporation's 1997 Form 10-K).
10.8 Severance Compensation Agreement, dated February 10, 1998, between the
corporation and Ron J. Cottle. The Severance Compensation Agreement filed
with the Commission is substantially identical in all material aspects,
except as to the parties thereto and dates thereof, with Agreements between
the corporation and other officers and employees of the corporation (See
Exhibit 10.8 of the corporation's 1997 Form 10-K).
10.9 Resolution adopted by the Board of Directors of the corporation on November
30, 1988, with respect to an executive life insurance program for officers
and certain other employees (See Exhibit 10.9 of the corporation's 1998
Form 10-K).
10.10 1997 Union Carbide Variable Compensation Plan effective July 1, 1997 (See
Exhibit 10.10 of the corporation's 1997 Form 10-K).
10.11.1 Union Carbide Corporation Benefits Protection Trust, amended and restated
effective August 29, 1997 (See Exhibit 10.11.1 of the corporation's 1997
Form 10-K).
10.11.2 Amendment to the Union Carbide Corporation Benefits Protection Trust
effective November 1, 1997 (See Exhibit 10.11.2 of the corporation's 1997
Form 10-K).
10.11.3 Second Amendment to the Union Carbide Corporation Benefits Protection Trust
effective August 3, 1999.
10.12 Resolutions adopted by the Board of Directors of the corporation on
February 24, 1988, with respect to the purchase of annuities to cover
liabilities of the corporation under the Equalization Benefit Plan for
Participants of the Retirement Program Plan for Employees of Union Carbide
Corporation and its Participating Subsidiary Companies and the Supplemental
Retirement Income Plan.
10.13 Resolutions adopted by the Board of Directors of the corporation on June
28, 1989, with respect to the purchase of annuities to cover liabilities of
the corporation under the Supplemental Retirement Income Plan.
10.14 Union Carbide Corporation Enhanced Retirement Income Plan, effective
January 1, 1998.
10.15.1 1994 Union Carbide Long-Term Incentive Plan.
10.15.2 Amendment to the 1994 Union Carbide Long-Term Incentive Plan effective
October 1, 1997 (See Exhibit 10.15.2 of the corporation's 1997 Form 10-K).
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Exhibit Index (Cont.)
Exhibit No.
10.16.1 Amendment and Restatement to Union Carbide Compensation Deferral Program
effective October 1, 1995 (See Exhibit 10.28 of the corporation's 1995 Form
10-K).
10.16.2 Amendment to Union Carbide Compensation Deferral Program effective January
1, 1995 (See Exhibit 10.17.2 of the corporation's 1996 Form 10-K).
10.16.3 Amendment to Union Carbide Compensation Deferral Program effective December
31, 1996 (See Exhibit 10.17.3 of the corporation's 1996 Form 10-K).
10.17 Excess Long-Term Disability Plan effective January 1, 1994.
10.18 1995 Union Carbide Performance Incentive Plan (See Appendix A of the
corporation's proxy statement for the annual meeting of stockholders held
on April 26, 1995).
10.19.1 1997 Union Carbide Long-Term Incentive Plan (See Appendix A of the
corporation's proxy statement filed with the Commission March 12, 1997,
file number: 001-01463).
10.19.2 Amendment to the 1997 Union Carbide Long-Term Incentive Plan effective
April 23, 1997 (See Exhibit 10.19.2 of the corporation's 1997 Form 10-K).
10.20 1997 Stock Option Plan for Non-Employee Directors of Union Carbide
Corporation (See Appendix B of the corporation's proxy statement filed with
the Commission March 12, 1997, file number: 001-01463).
10.21 1997 Union Carbide Corporation EPS Incentive Plan (See Exhibit 10.21 of the
corporation's 1997 Form 10-K).
10.22 The Mid-Career Hire Plan for Employees of Union Carbide Corporation and Its
Participating Subsidiary Companies, effective December 3, 1996 (See Exhibit
10.22 of the corporation's 1997 Form 10-K).
13 The corporation's 1999 annual report to stockholders (such report, except
for those portions which are expressly referred to in this annual report on
Form 10-K, is furnished for the information of the Commission and is not
deemed "filed" as part of the annual report on Form 10-K).
21 Subsidiaries of the corporation.
23 Consent of KPMG LLP.
27 Financial Data Schedule for the year ended December 31, 1999.
Wherever an exhibit listed above refers to another exhibit or
document (e.g., "See Exhibit 6 of . . ."), that exhibit or
document is incorporated herein by such reference.
A copy of any exhibit listed above may be obtained on written
request to the Secretary's Department, Union Carbide
Corporation, 39 Old Ridgebury Road, Danbury, CT 06817-0001.
The charge for furnishing any exhibit is 25 cents per page
plus mailing costs.
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UC-1981
PRINTED IN U.S.A.
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