UNION CARBIDE CORPORATION NEWS RELEASE CONTACT: Tomm F. Sprick (203) 794-6992 UNION CARBIDE REPORTS 4th QUARTER LOSS DANBURY, Conn., Jan. 29 -- Union Carbide Corporation (UCC) today reported a fourth quarter 2000 loss of $0.70 per diluted share, including a non- recurring charge of $0.17 per diluted share related to the company's UOP partnership, compared with earnings of $0.22 per diluted share in the third quarter of 2000 and $0.68 per diluted share for fourth quarter 1999. UCC Chairman and CEO William H. Joyce said that margins and earnings were adversely affected by high raw material and energy costs, which rose to unprecedented levels by the end of the quarter, and by average selling prices, which were lower than in the prior quarter. The negative impact on earnings was primarily in the North American-based Basic Chemicals and Polymers businesses. Dr. Joyce also noted that sales revenues declined somewhat from the prior quarter, while sales volumes were virtually unchanged. "Carbide and others are being negatively impacted by a volatile energy market," said Dr. Joyce. "At the same time, product selling prices have not been keeping pace with the high cost of natural gas and natural gas liquids, such as ethane and propane, which are the primary feedstocks for our olefins- chain derivatives." He noted, for example, that natural gas prices more than quadrupled from December 1999 to the end of December 2000, while the price for ethane nearly doubled and the cost of propane increased nearly 40 percent in the same period. "To improve margins and reduce losses in this very challenging environment," Dr. Joyce said, "the company is implementing price increases for many severely affected products and cutting back production of some products. UCC has temporarily shut down units in cases where adequate price increases are not being realized." The company also has intensified efforts to control fixed costs and capital expenditures, and to improve working capital management. Income from corporate investments carried at equity totaled $8 million for the current quarter, compared with $40 million in the fourth quarter of last year and $33 million in third - MORE - 2001 P3-01-002 Page 2 of 10 quarter 2000. Excluding the non-recurring charge of $31 million from UOP, partnership losses totaled $15 million in the fourth quarter 2000, compared to a loss of $9 million in the same period last year and a loss of $6 million in the third quarter 2000. Union Carbide recorded a net loss for the quarter of $94 million, compared to net income of $94 million for last year's fourth quarter and net income of $29 million for the third quarter of this year. Fourth quarter 2000 sales totaled $1.598 billion compared with $1.552 billion for the fourth quarter of 1999 and $1.637 billion for third quarter 2000. The effective tax rate for the quarter was approximately 25 percent. Carbide's S&I segment reported an operating profit of $51 million for the fourth quarter of 2000, compared with $77 million for the same period last year, and $45 million for the third quarter of this year. S&I segment results were negatively affected by reduced partnership income. The BC&P segment reported an operating loss of $122 million for the fourth quarter of 2000, compared to operating income of $61 million in the fourth quarter of 1999, and an operating loss of $15 million in the prior quarter. Full Year Results For the full year 2000, UCC reported net income of $162 million, or $1.18 per diluted share. In addition to the non-recurring charge of $0.17 per diluted share related to UOP, full-year results included a gain of $0.08 per diluted share from the receipt and sale of shares issued in connection with the demutualization of Metropolitan Life Insurance Company, a provider of certain employee benefits for the company, and $0.40 per diluted share from amortization of investment gains and changes in actuarial assumptions reflecting long-term investment returns on pension plan assets. Prior year income was $311 million, or $2.27 per diluted share, before a charge of $0.14 per diluted share from the cumulative effect of a change in accounting principle. UCC set a company record in 2000 with worldwide sales of $6.526 billion, compared with the previous record of $6.502 billion set in 1997. Worldwide sales in 1999 were $5.870 billion. Union Carbide is a worldwide chemicals company with advanced process technologies and large-scale chemical production facilities. - Specialties & Intermediates (S&I) -- Union Carbide is the leading North American supplier of solvents and intermediates to the paint and coatings industry; the leading licensor of several technologies; and a leading supplier of specialty chemicals, polymers and services used - MORE - Page 3 of 10 in the personal care products, pharmaceuticals, automotive, wire and cable, oil and gas and industrial lubricants industries. - Basic Chemicals & Polymers (BC&P) -- Union Carbide is among the largest manufacturers of polyethylene, the world's most widely used plastic, and the technology leader in this industry; and a large manufacturer of polypropylene, one of the world's fastest-growing, large-volume plastics. UCC is also the world's largest producer of ethylene oxide and its derivative ethylene glycol, used for polyester fiber, resin and film, automotive antifreeze and other products. Cautionary Statement for Purposes of the "Safe Harbor" Provisions Of the Private Securities Litigation Act of 1995 Those statements in the preceding pages that do not reflect historical information are forward-looking statements. Forward-looking statements include statements concerning the pending Dow Chemical/Union Carbide merger, anticipated future events or performance, sales prices, cost improvements, raw material costs, volume increases, operating rates and earnings expectations. Naturally, such forward-looking statements are subject to risks and uncertainties. In addition to all specific assumptions cited, 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; feedstock availability and costs; raw material and energy costs; changes in industry production capacities and operating rates; currency exchange rates; interest rates; global economic conditions; disruption in transportation facilities; competitive technology positions; failure by the corporation to achieve technology objectives, achieve cost reduction targets or complete projects on schedule and on budget; an 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. - MORE - Page 4 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME Quarter Ended Dec. 31, Sept. 30, Dec. 31, Millions of Dollars, Except Per Share Amounts 2000 2000 1999 NET SALES $1,598 $1,637 $1,552 Cost of sales, exclusive of depreciation and amortization 1,442 1,421 1,240 Research and development 37 37 40 Selling, administrative and other expenses (a) 65 48 58 Depreciation and amortization 119 100 106 Partnership loss 46 6 9 Other income - net 18 9 9 INCOME (LOSS) BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES (93) 34 108 Interest expense 41 35 35 INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (134) (1) 73 Provision (benefit) for income taxes (33) - 18 INCOME (LOSS) OF CONSOLIDATED COMPANIES AND PARTNERSHIPS (101) (1) 55 Minority interest 1 3 1 Income from corporate investments carried at equity 8 33 40 NET INCOME (LOSS) $ (94) $ 29 $ 94 Earnings (loss) per common share Basic - $(0.70) $ 0.22 $ 0.70 Based on the indicated number of shares 135,267,309 134,960,774 133,953,770 Diluted - $(0.70) $ 0.22 $ 0.68 Based on the indicated number of shares 135,267,309 (1) 137,075,390 137,557,329 (a) Selling $ 20 $ 21 $ 24 Administrative 20 21 21 Other expenses 25 6 13 Total $ 65 $ 48 $ 58 (1) The diluted share base for the quarter ended December 31, 2000 excludes incremental shares of 2,133,243 related to stock options. These shares are excluded due to their antidilutive effect as a result of the corporation's loss during the fourth quarter of 2000. - MORE - Page 5 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME Year Ended Dec. 31, Millions of Dollars, Except Per Share Amounts 2000 1999 NET SALES $6,526 $5,870 Cost of sales, exclusive of depreciation and amortization 5,531 4,609 Research and development 152 154 Selling, administrative and other expenses (a) 247 257 Depreciation and amortization 423 408 Partnership income (loss) (40) 11 Other income - net 87 102 INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 220 555 Interest expense 158 133 INCOME BEFORE PROVISION FOR INCOME TAXES 62 422 Provision for income taxes 16 108 INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 46 314 Minority interest 7 5 Income from corporate investments carried at equity 123 2 INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 162 311 Cumulative effect of change in accounting principle - (20) NET INCOME $ 162 $ 291 Earnings per common share Basic - Income before cumulative effect of change in accounting principle $ 1.20 $ 2.33 - Cumulative effect of change in accounting principle - (0.15) - Net income $ 1.20 $ 2.18 Based on the indicated number of shares 134,846,440 133,342,112 Diluted - Income before cumulative effect of change in accounting principle $ 1.18 $ 2.27 - Cumulative effect of change in accounting principle - (0.14) - Net income $ 1.18 $ 2.13 Based on the indicated number of shares 137,491,207 136,658,319 (a) Selling $ 86 $ 94 Administrative 85 90 Other expenses 76 73 Total $ 247 $ 257 - MORE - Page 6 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA Quarter Ended Dec. 31, Sept. 30, Dec. 31, 2000 2000 1999 Millions of Dollars, Except As Indicated Specialties and Intermediates Segment revenues $1,137 $1,122 $1,055 Depreciation and amortization 70 65 70 Partnership income (loss) (40) (6) (13) Operating profit 51 45 77 Income (loss) from corporate investments carried at equity (4) 1 (5) Unit variable margin (cents/pound) 20.2 17.6 21.1 Fixed cost per pound of products sold (cents/pound) 13.4 13.1 14.4 Capital expenditures 30 29 71 Basic Chemicals & Polymers Segment revenues $ 576 $ 614 $ 597 Depreciation and amortization 49 35 36 Partnership income (loss) (6) - 4 Operating profit (loss) (122) (15) 61 Income (loss) from corporate investments carried at equity 12 32 45 Unit variable margin (cents/pound) 3.2 7.5 11.2 Fixed cost per pound of products sold (cents/pound) 6.8 6.4 6.7 Capital expenditures 32 46 134 Other Operating profit (loss) $ 4 $ 4 $ (30) - MORE - Page 7 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA Year Ended Dec.31, 2000 1999 Millions of Dollars, Except As Indicated Specialties and Intermediates Segment revenues $4,492 $4,182 Depreciation and amortization 269 262 Partnership income (loss) (36) 6 Operating profit 270 607 Income (loss) from corporate investments carried at equity (4) (1) Unit variable margin (cents/pound) 18.9 22.5 Fixed cost per pound of products sold (cents/pound) 13.2 13.9 Capital expenditures 175 291 Basic Chemicals & Polymers Segment revenues $2,453 $1,976 Depreciation and amortization 154 146 Partnership income (loss) (4) 5 Operating profit (loss) (33) (21) Income (loss) from corporate investments carried at equity 127 3 Unit variable margin (cents/pound) 7.9 7.2 Fixed cost per pound of products sold (cents/pound) 6.4 5.8 Capital expenditures 284 473 Other Operating profit (loss) $ 9 $ (31) - MORE - Page 8 of 10 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET Millions of Dollars at Dec. 31, 2000 1999 ASSETS Cash and cash equivalents $ 63 $ 41 Notes and accounts receivable 1,034 1,132 Inventories 750 680 Other current assets 329 297 Current assets 2,176 2,150 Net fixed assets 4,521 4,521 Investments and other assets 1,649 1,286 Total Assets $8,346 $7,957 LIABILITIES AND STOCKHOLDERS' EQUITY Short-term debt and current portion of long-term debt $1,178 $ 782 Other current liabilities 1,122 1,007 Current liabilities 2,300 1,789 Long-term debt 1,748 1,869 Other long-term obligations 1,644 1,682 Stockholders' equity 2,654 2,617 Total Liabilities and Stockholders' Equity $8,346 $7,957 - MORE - Page 9 of 10 Union Carbide Corporation Data Sheet 4Q00 3Q00 4Q99 4Q/3Q 4Q/4Q Union Carbide Corporation Net Sales MM$ 1,598 1,637 1,552 (2.4)% 3.0 % Customer Volumes MM Lb. 4,193 4,202 4,217 (0.2)% (0.6)% Average Selling Prices Cents/Lb. 38.1 39.0 36.8 (2.3)% 3.5 % Unit Variable Margin Cents/Lb. 11.6 12.9 16.3 (10.1)% (28.8)% Fixed Costs MM $ 433 410 472 5.6 % (8.3)% S & I Segment Segment Revenues MM $ 1,137 1,122 1,055 1.3 % 7.8 % Customer Sales Revenues MM $ 1,107 1,122 1,055 (1.3)% 4.9 % Customer Volumes MM Lb. 2,228 2,216 2,223 0.5 % 0.2 % Average Selling Prices Cents/Lb. 49.7 50.6 47.5 (1.8)% 4.6 % Unit Variable Margin Cents/Lb. 20.2 17.6 21.1 14.8 % (4.3)% Operating Profit * MM $ 51 45 77 13.3 % (33.8)% B C & P Segment Segment Revenues MM $ 576 614 597 (6.2)% (3.5)% Customer Sales Revenues MM $ 491 515 497 (4.7)% (1.2)% Customer Volumes MM Lb. 1,965 1,986 1,994 (1.1)% (1.5)% Average Selling Prices Cents/Lb. 24.9 25.9 24.9 (3.9)% - % Unit Variable Margin Cents/Lb. 3.2 7.5 11.2 (57.3)% (71.4)% Operating Profit / (Loss) MM $ (122) (15) 61 (713.3)% (300.0)% Change in Average Selling Prices B C & P Chemicals Cents/Lb. Change (0.6) (1.7) B C & P Plastics Cents/Lb. Change (2.6) (2.5) Change in Customer Volumes B C & P Chemicals % Change (6.9)% (10.5)% B C & P Plastics % Change 5.8 % 12.1 % Hydrocarbon By-products % Change (3.1)% (8.7)% * S&I Operating Profit for the 4th Quarter of 2000 includes a non-recurring charge of $31 million related to the corporation's UOP partnership. - MORE - Page 10 of 10 Union Carbide Corporation Data Sheet 2000/ Year 2000 Year 1999 1999 Union Carbide Corporation Net Sales MM $ 6,526 5,870 11.2 % Customer Volumes MM Lb. 16,721 16,763 (0.3)% Average Selling Prices Cents/Lb. 39.0 35.0 11.4 % Unit Variable Margin Cents/Lb. 13.6 15.3 (11.1)% Fixed Costs	 MM $ 1,684 1,716 (1.9)% S & I Segment Segment Revenues MM $ 4,492 4,182 7.4 % Customer Sales Revenues MM $ 4,462 4,182 6.7 % Customer Volumes MM Lb. 8,998 8,946 0.6 % Average Selling Prices Cents/Lb. 49.6 46.7 6.2 % Unit Variable Margin Cents/Lb. 18.9 22.5 (16.0)% Operating Profit * MM $ 270 607 (55.5)% B C & P Segment Segment Revenues MM $ 2,453 1,976 24.1 % Customer Sales Revenues MM $ 2,064 1,688 22.3 % Customer Volumes MM Lb. 7,723 7,817 (1.2)% Average Selling Prices Cents/Lb. 26.7 21.6 23.6 % Unit Variable Margin Cents/Lb. 7.9 7.2 9.7 % Operating Profit / (Loss) * MM $ (33) (21) 57.1 % Change in Average Selling Prices B C & P Chemical Cents/Lb. Change 5.1 B C & P Plastics Cents/Lb. Change 4.8 Change in Customer Volumes B C & P Chemicals % Change (13.2)% B C & P Plastics % Change 6.2 % Hydrocarbon By-products % Change 4.6 % * S&I Operating Profit for 2000 includes a gain of $12 million, and BC&P Operating Profit for the same period includes a gain of $6 million, both from the receipt and sale of shares issued in connection with the demutualization of Metropolitan Life, a provider of certain employee benefit programs for the corporation. S&I Operating Profit for 2000 includes a non-recurring charge of $31 million related to the corporation's UOP partnership. S&I Operating Profit for 1999 includes a gain of $50 million from favorable settlements of litigation of the licensing business. - END -