UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One):
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _________________to ____________________
Commission File No. 2-61045
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF
UNION CARBIDE CORPORATION AND
PARTICIPATING SUBSIDIARY COMPANIES
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
UNION CARBIDE CORPORATION
A SUBSIDIARY OF THE DOW CHEMICAL COMPANY
39 OLD RIDGEBURY ROAD
DANBURY, CT 06817-0001
Total number of sequentially numbered pages in this filing including
exhibits thereto: 24
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF
UNION CARBIDE CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
TABLE OF CONTENTS
Page
Financial Statements:
Statement of Net Assets Available for Benefits -
December 31, 2000 and 1999 3
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2000 4
Notes to Financial Statements 5
Supplemental Schedules:
Schedule of Assets Held for Investment
Purposes At End of Year - December 31, 2000 10
Schedule of Reportable Transactions -
Year ended December 31, 2000 18
Signature 19
Independent Auditors' Reports 20
Exhibit Index 22
-2-
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF
UNION CARBIDE CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
Statement of Net Assets Available for Benefits
December 31, 2000 and 1999
(millions of dollars)
2000 1999
Assets:
Investments:
Union Carbide Corporation Common Stock - 6,642,845 shares
and 4,051,250 shares at market value $ 357.5 $ 270.4
Union Carbide Corporation Common Stock held by the ESOP -
13,101,734 shares and 13,554,825 shares at market value:
Unallocated 271.6 405.3
Allocated 433.5 499.8
Praxair, Inc. Common Stock - 866,035 shares
and 943,967 shares at market value 38.4 47.5
United States Savings Bonds at current redemption value 1.1 2.1
Short-term securities at market value 8.4 10.0
Fixed Income Fund - 7,815,478 units and 9,350,589 units -
per unit value $95.25 and $89.28 744.4 834.8
Fidelity Equity-Income Fund, managed for the Trustee
by Fidelity Investments - 1,026,001 shares and
1,103,931 shares at market value 54.8 59.0
Spartan U.S. Equity Index Fund, managed for the
Trustee by Fidelity Investments - 2,096,780 shares and
2,373,319 shares at market value 98.1 123.6
Fidelity Magellan Fund, managed for the Trustee by
Fidelity Investments - 1,057,220 shares and 1,041,254 shares
at market value 126.1 142.3
Fidelity Contrafund, managed for the Trustee by
Fidelity Investments - 1,644,181 shares and 1,566,412
shares at market value 80.8 94.0
Fidelity Growth Company Fund, managed for the
Trustee by Fidelity Investments - 1,579,520 shares and
1,133,240 shares at market value 112.8 95.6
Loans to participants 56.6 61.4
-------- --------
Total Investments 2,384.1 2,645.8
-------- --------
Participants' contributions receivable 0.4 0.2
-------- --------
Total assets 2,384.5 2,646.0
-------- --------
Liabilities:
ESOP loan payable to Union Carbide Corporation 47.1 55.8
Other liabilities 7.4 8.3
-------- --------
Total liabilities 54.5 64.1
-------- --------
Net assets available for benefits $2,330.0 $2,581.9
======== ========
The Notes to Financial Statements on pages 5 through 9 should be read in conjunction with
this statement.
-3-
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF
UNION CARBIDE CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2000
(millions of dollars)
Additions to net assets attributed to:
Investment income:
Dividends $ 49.1
Interest 72.7
--------
121.8
--------
Contributions and deposits:
Amounts deposited by participating employees 56.2
Amounts contributed by participating employers 0.7
Rollovers from previous employers' plans 1.1
--------
58.0
--------
Allocation of ESOP Stock 39.4
--------
Total additions 219.2
--------
Deductions from net assets attributed to:
Net depreciation in fair value of investments 313.3
Withdrawals 140.2
Administrative costs and expenses 2.2
Interest expense on ESOP loan 6.2
Allocation of ESOP Stock 9.2
--------
Total deductions 471.1
--------
Net decrease 251.9
Net assets available for benefits at:
Beginning of year 2,581.9
--------
End of year $2,330.0
========
The Notes to Financial Statements on pages 5 through 9 should be read in
conjunction with this statement.
-4-
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF
UNION CARBIDE CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
Notes to Financial Statements
December 31, 2000 and 1999
1. Summary of Significant Accounting Policies
On February 6, 2001, Union Carbide Corporation (the "corporation" or "UCC"),
merged with a subsidiary of The Dow Chemical Company ("Dow" and, with regard
to the merger, the "Dow Merger"). See note 8.
Investments are stated at market value based upon quoted market prices plus
accrued income thereon, except for investments in United States Savings
Bonds, which are carried at current redemption values; loans to
participants are carried at face value, which approximates fair
values; and certain investment contracts, which are carried at contract
value. Fixed Income Fund investments consist of investment contracts with
insurance companies, government, corporate and international securities,
investments in common/collective trusts, commercial paper and certificates
of deposit and a short term investment fund of the trustee (see note 6).
Purchases and sales of investments are recorded on the trade date.
Unrealized appreciation and depreciation of investments stated at market
and fair values are recognized currently in the financial statements.
Participants' accounts are credited with participant contributions and
allocations of (a) UCC Common Stock held by the Employee Stock Ownership
Plan ("ESOP") representing UCC matching contributions and, (b) investment
fund earnings of The Savings and Investment Program for Employees of Union
Carbide Corporation and Participating Subsidiary Companies (the "Program").
The allocation of investment fund earnings is based upon a participant's
interest in a respective investment fund.
The financial statements have been prepared on the accrual basis of
accounting. The preparation of financial statements requires management to
make estimates and assumptions that could affect the reported amounts of
assets at the date of the financial statements and the reported amounts of
changes in net assets available for benefits during the reporting period.
Actual results could differ from those estimates.
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, "Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters," ("SOP
99-3"). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999 with earlier
application encouraged. The Program adopted SOP 99-3 during the Program
year ending December 31, 1999. Accordingly, information previously
required to be disclosed about participant-directed fund investment
programs is not presented.
-5-
2. Description of the Program
The following brief description of the Program is provided for general
information purposes only. Participants should refer to the Summary Plan
Description.
Employees may elect to have the corporation deduct and contribute from 1%
to 17 1/2% of their compensation to the Program, subject to certain
Internal Revenue Code ("IRC") restrictions. Deducted amounts, elected by
employees, up to 7 1/2% of their compensation are considered basic
deductions, while additional deductions greater than 7 1/2% to 17 1/2% (in
1/2 percentage point increments) of their compensation are considered
supplemental deductions. Basic and supplemental deductions can be made on
either an after-tax or a before-tax basis. Before-tax deductions are
credited to the participant's 40l(k) portion of the Program while after-tax
deductions are credited to a participant's personal investment account. An
employee may also elect to make a supplemental deposit to the Program in
cash on an after-tax basis.
Eligible participants receive monthly allocations, based on a weighted-
average market price of UCC Common Stock, from the unallocated shares of
UCC Common Stock held by the ESOP. This allocation, equal to 75% of their
basic deductions, represents the UCC matching contribution. Employees vest
in the UCC matching contributions upon allocation.
The Program maintains two trusts, one related to the ESOP portion of the
program ("ESOP Trust") and one related to the other investments
(collectively, the "trusts").
3. Investment Programs
Participants have discretion over and may invest their basic deductions
and their supplemental deductions in 1/2 percentage point increments in any
or all of the following investment options: Union Carbide Corporation
Common Stock (including the corporation's Discounted Company Stock Fund),
United States Savings Bonds, the Fixed Income Fund, the Fidelity Equity-
Income Fund, the Spartan U.S. Equity Index Fund, the Fidelity Magellan
Fund (trademark symbol), the Fidelity Contrafund (trademark symbol) and
the Fidelity Growth Company Fund. A participant may invest a supplemental
deposit in any of these investment programs except for the Discounted
Company Stock Fund.
Investments in Praxair, Inc. ("Praxair") Common Stock have been closed to
new participants since 1992, and existing participants are limited to
selling and are prohibited from purchasing Praxair Common Stock through the
Program. Dividends earned on Praxair Common Stock are reinvested in the
Fixed Income Fund.
Investments in United States Savings Bonds were closed to new participants
during June 2000, and existing participants are limited to selling and are
prohibited from purchasing United States Savings Bonds through the Program.
4. Employee Stock Ownership Plan
The ESOP is an integral part of the Program. The ESOP Trust owns shares of
UCC Common Stock ("ESOP Stock"). The ESOP Stock which has not yet been
allocated to participants' accounts secures a 15-year 10% loan maturing in
2005 payable to the corporation. The reported value of the loan
approximates its fair value. The corporation makes contributions to the
ESOP Trust and dividend payments on the shares held
-6-
by the ESOP. In turn, the ESOP Trust makes loan payments of interest
and principal. As these payments are made, shares of ESOP Stock are
released and available for allocation to eligible participants. Additional
shares of ESOP Stock, representing the value of dividends earned on
allocated shares, are credited quarterly to participants' accounts.
Supplemental allocations of ESOP Stock are made to eligible employees based
upon a profit sharing formula or may also be made, and subsequently sold, to
pay certain fees and administrative costs of the Program. Supplemental
allocations to employees are determined each year based on the
corporation's quarterly returns on capital. For the years ended
December 31, 2000 and 1999, the supplemental allocations of ESOP Stock
totaled $10.5 million and $9.0 million, respectively. These amounts were
included in the ESOP allocated balances at December 31, 2000 and 1999,
respectively, and were credited to eligible employees' accounts in February
of the subsequent year.
5. Expenses
Costs and expenses, if any, associated with the sale of UCC Common Stock,
including stock held by the ESOP for a participant's account, are deducted
from the proceeds. Similar costs and expenses associated with the purchase
of UCC Common Stock are charged to the participant's account. Fees of the
trustees and investment managers are paid by the Program. For the year
ended December 31, 2000, the Program paid certain administrative costs and
recordkeeping expenses of the Program. The corporation paid those expenses
not borne by the Program.
6. Fixed Income Fund
The Fixed Income Fund investments consist of investment contracts with
insurance companies; government, corporate and international securities;
investments in common/collective trusts; commercial paper and certificates
of deposit, and a short-term investment fund of the trustee.
The Fixed Income Fund includes three bond portfolios actively managed by
Pacific Investment Management Company, Jennison Associates Capital
Corporation and NISA Investment Advisors, L.L.C. The three portfolios
consist of government, corporate and international investment grade
securities. Pacific Life Insurance Company, The Prudential Insurance
Company of America and Greenwich NatWest were contracted to provide, in
most instances, liquidity guarantees ("Wrapper Insurance") of these three
bond portfolios in the event that participant book value withdrawals
exceed 5% of the market value of the portfolios at the beginning of the
calendar quarter.
On June 26, 2000, the contracts with Pacific Life Insurance Company, The
Prudential Insurance Company of America and Greenwich NatWest were
terminated. Effective June 27, 2000, the Program entered into agreements
with Morgan Guaranty Trust Company of New York, UBS AG Stamford Branch and
Chase Manhattan Bank to provide, in all instances, liquidity guarantees of
these three bond portfolios in the event that participant book value
withdrawals exceed the market value of the portfolios.
The following is a summary of the Fixed Income Fund. Contract value
represents original deposits under the contract credited with contractual
earnings and charged for withdrawals. The contract value reported for
contracts with insurance companies generally approximates fair value.
-7-
Fund Investments Carrying Value
- ------------------------------------------------------------------ --------------
December 31,
(millions of dollars) 2000 1999
Contracts with Insurance Companies, at contract value $ - $ 71.6
Investments in common/collective trusts 20.5 8.8
Investments managed by Investment Firms under
Wrapper Insurance:
Government Securities, valued at market 340.3 282.2
Corporate Securities, valued at market 398.6 395.2
International Securities, denominated in U.S. dollars,
valued at market 14.5 10.8
Commercial Paper, Certificates of Deposit and U.S. Treasury Bills 0.1 -
Chase Manhattan Bank Enhanced Cash Investment Fund 29.8 12.5
Unsettled Purchase and Sale Transactions (147.1) (77.3)
Wrapper Insurance - 15.2
----- -----
Total Investments managed by Investment Firms 636.2 638.6
------ -----
Chase Manhattan Bank Enhanced Cash Investment Fund 87.7 115.8
------ -----
Total Fixed Income Fund $744.4 $834.8
====== ======
The average yield of each of these funds ranged from 5.59% to 10.70% and
0.80% to 6.21% for the years ended December 31, 2000 and 1999,
respectively. The crediting interest rates of each of these funds,
representing the fixed rates of return, ranged from 5.59% to 7.60% and
5.7428% to 6.70% as of December 31, 2000 and 1999, respectively.
The crediting interest rates for contracts with certain insurance companies
are determined at inception of the contracts. For those contracts that
provide for fluctuations in their crediting interest rates, the rates are
reset periodically and are based on an agreed-upon method. The crediting
interest rates for the investments managed by investment firms under
Wrapper Insurance are reset at least quarterly and are based on such
factors as the individual bond portfolio's book value, duration, market
value and current yield.
Additionally, the contract with The Prudential Insurance Company of America
establishes a minimum annual crediting interest rate each quarter. The
contract provides that in no quarter shall the annual crediting interest
rate be less than 2.0%.
7. Income Tax Status
The corporation received a determination letter from the Internal Revenue
Service dated May 30, 1995 stating that the Program and related trusts are
designed in accordance with applicable sections of the IRC. The Program
has been amended since receiving the determination letter. The Program
administrator and the Program's tax counsel believe that the Program is
designed and is currently being operated in compliance with the applicable
requirements of the IRC.
Participant elective tax-deferred contributions for the 401(k) portion of
the Program are subject to an annual maximum amount allowed by the IRC,
which was $10,500 in 2000.
-8-
Employees are not subject to income tax on their salary reduction
contributions to the 401(k) portion of the Program, corporation payments or
other accumulations in their accounts until a distribution is made from the
Program. Employee after-tax contributions, which are credited to a
participant's personal investment account, are generally not subject to
income tax upon distribution from the Program. An employee may withdraw an
amount equal to his/her after-tax contributions made prior to 1987 without
incurring any income tax. However, in the case of employee after-tax
contributions made after 1986, an employee may exclude from income only the
portion of the distribution that bears the same ratio to the total
distribution as the employee's after-tax contributions bears to the total
value of the employee's account. For employees making deferred
contributions to the Program in accordance with IRC Section 401(k),
distributions are generally taxed as ordinary income subject to special tax
treatment afforded certain distributions that qualify as lump sum
distributions under the IRC.
8. Subsequent Event - The Dow Merger
On February 6, 2001, the corporation merged with a subsidiary of Dow, and
became a wholly owned subsidiary of Dow. As a result of the Dow Merger, the
corporation's shareholders received 1.611 shares of Dow Common Stock for
each share of the corporation's common stock they owned as of the date of
the merger. At the same time, all shares of UCC Common Stock held by the
Program, including those held by the ESOP, were converted into shares of
Dow Common Stock using the ratio noted above. Although the provisions of
the Program will remain the same as prior to the merger, investments in the
Discounted Company Stock Fund can no longer be made and allocations of ESOP
Stock will be in Dow Common Stock.
-9-
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF
UNION CARBIDE CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
(millions of dollars)
December 31, 2000
Current
Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Value
* Union Carbide Corporation Common Stock, Par Value $1.00, Annual Dividend $0.90 $272.1 $357.5
* Union Carbide Corporation Common Stock (ESOP-Unallocated), Par Value $1.00, Annual Dividend $0.90 45.3 271.6
* Union Carbide Corporation Common Stock (ESOP-Allocated), Par Value $1.00, Annual Dividend $0.90 251.2 433.5
Praxair, Inc. Common Stock, Par Value $1.00, Annual Dividend $0.62 10.3 38.4
United States Government Series E Savings Bonds, $0.1 0.1 0.1
United States Government Series EE Savings Bonds, $1.8 0.7 1.0
Fidelity Investments Equity-Income Fund 33.0 54.8
Fidelity Investments Spartan U.S. Equity Index Fund 57.2 98.1
Fidelity Investments Magellan Fund (trademark symbol) 73.2 126.1
Fidelity Investments Contrafund (trademark symbol) 52.5 80.8
Fidelity Investments Growth Company Fund 86.2 112.8
State Street Bank and Trust Company Short-term Investment Fund, Interest Rate 6.67%, $1.7 1.7 1.7
Chase Manhattan Bank Enhanced Cash Investment Fund, Interest Rate 6.657%, $6.7 6.7 6.7
* Union Carbide Corporation Participant Loans, 6.00% - 9.40%, Various Maturity Dates, $56.6 - 56.6
Fixed Income Fund:
(Where no interest rate is stated, rate is floating.)
Investments in common/collective trusts:
Columbus Circle Trust Company Trust Advisors Stable Value Plus Fund, Interest Rate 6.63%, $20.5 18.8 20.5
Total investment in common/collective trusts 18.8 20.5
Government Securities:
United States Government Student Loan Marketing Assn MTN, 9.40%, Due 5/31/02, $0.4 0.4 0.4
United States Government U.S. Treasury Note Stripped Prin., 0.00%, Due 11/15/01, $3.2 3.0 3.0
United States Government FNMA TBA, 6.50%, Due 1/15/49, $17.3 16.9 17.1
United States Government FNMA TBA, 7.00%, Due 1/15/49, $18.0 17.7 18.0
United States Government FHMLC Multiclass, 3.50%, Due 11/15/07, $3.9 3.4 3.6
United States Government FMAC Loan Receivables Tr Nt Ser 1998-D, 6.729%, Due 12/15/19, $0.6 0.6 0.6
United States Government FNMA Gtd Remic Pass, 5.85%, Due 9/16/28, $1.9 1.9 1.9
United States Government FNMA Gtd Remic Pass, 7.679%, Due 9/17/07, $1.9 2.0 1.9
United States Government FHMLC Multiclass, 6.00%, Due 2/15/09, $3.3 2.9 3.2
United States Government FHMLC Multiclass, 9.00%, Due 12/15/05, $0.2 0.2 0.2
United States Government U.S. Treasury Bond, 8.125%, Due 8/15/21, $4.7 5.9 6.3
United States Government U.S. Treasury Bond, 8.125%, Due 8/15/19, $1.6 2.1 2.1
United States Government FNMA, 7.125%, Due 6/15/10, $19.0 19.6 20.5
United States Government FNMA Medium Term Note, Due 3/13/02, $1.2 1.1 1.2
United States Government U.S. Treasury Note, Due 1/15/07, $3.0 3.1 3.3
United States Government U.S. Treasury Note, Due 7/15/02, $10.3 10.8 11.4
United States Government U.S. Treasury Note, 5.75%, Due 8/15/10, $4.2 4.4 4.4
United States Government U.S. Treasury Bond Stripped Prin., 0.00%, Due 11/15/18, $2.0 0.6 0.7
United States Government U.S. Treasury Bond Stripped Prin., 0.00%, Due 5/15/17, $10.0 3.6 4.0
United States Government U.S. Treasury Bond Stripped Prin., 0.00%, Due 2/15/15, $6.0 2.5 2.7
United States Government GNMA 496845, 7.75%, Due 7/15/01, $0.8 0.8 0.8
United States Government GNMA I TBA, 6.00%, Due 1/15/49, $24.0 22.9 23.3
United States Government GNMA I TBA, 7.50%, Due 1/15/49, $24.3 24.6 24.7
United States Government GNMA I TBA, 8.00%, Due 1/15/49, $3.1 3.2 3.2
United States Government GNMA I TBA, 8.50%, Due 1/15/49, $22.0 22.6 22.7
United States Government GNMA II TBA, 8.50%, Due 1/15/49, $4.0 4.1 4.1
United States Government GNMA II 080022, Due 12/20/26, $1.1 1.1 1.1
United States Government GNMA II 008089, Due 12/20/22, $2.4 2.5 2.5
United States Government GNMA 008913, Due 7/20/26, $1.1 1.1 1.1
United States Government FHMLC 846183, Due 1/1/24, $1.6 1.6 1.6
United States Government FNMA Pass-Through Certificate 0103185, 9.336%, Due 7/1/20, $0.3 0.4 0.3
United States Government FNMA Pass-Through Certificate 0112511, 9.233%, Due 9/1/20, $0.1 0.1 0.1
United States Government FNMA Pass-Through Certificate 323919, Due 8/1/29, $0.9 0.9 0.9
United States Government FNMA Pass-Through Certificate 381982, 7.11%, Due 10/1/09, $2.8 2.8 3.0
United States Government FNMA Pass-Through Certificate 511545, 6.50%, Due 9/1/06, $0.8 0.8 0.9
United States Government FNMA Pass-Through Certificate 514389, 6.50%, Due 9/1/06, $0.9 0.9 0.9
United States Government FNMA TBA, 6.00%, Due 1/15/49, $6.0 5.7 5.8
United States Government FNMA TBA, 8.00%, Due 1/15/49, $4.0 4.1 4.1
-10-
(continued)
December 31, 2000
Current
Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Value
United States Government FNMA Pass-Through Certificate 0058646, Due 11/1/16, $0.3 0.3 0.3
United States Government FNMA Pass-Through Certificate 013205, Due 7/1/25, $0.4 0.4 0.4
United States Government FNMA Pass-Through Certificate 029139, Due 7/1/26, $0.6 0.5 0.6
United States Government FNMA Pass-Through Certificate 041732, Due 2/1/27, $0.3 0.3 0.3
United States Government FNMA Pass-Through Certificate 047935, Due 5/1/27, $0.2 0.2 0.2
United States Government FNMA Pass-Through Certificate 072163, Due 2/1/28, $0.5 0.5 0.5
United States Government FNMA Pass-Through Certificate 291254, Due 8/1/24, $0.1 0.1 0.1
United States Government FNMA Pass-Through Certificate 303298, Due 1/1/25, $0.7 0.7 0.7
North Carolina State Education Assistance Authority Municipal Bond, Due 6/1/09, $2.7 2.7 2.7
United States Government FHMLC Multiclass, 9.05%, Due 6/15/19, $0.4 0.4 0.4
United States Government FHMLC Multiclass, 6.50%, Due 7/15/17, $0.9 0.9 0.9
United States Government FNMA Gtd Remic Pass, 8.00%, Due 12/25/06, $3.5 3.8 3.7
United States Government U.S. Treasury Bond, 12.75%, Due 11/15/10, $15.6 21.4 20.8
United States Government FHMLC, 6.875%, Due 8/15/03, $0.9 0.9 1.0
United States Government FHMLC, 5.00%, Due 1/15/04, $6.8 6.5 6.8
United States Government FHMLC, 5.125%, Due 10/15/08, $1.0 0.9 1.0
United States Government FNMA, 6.00%, Due 5/15/08, $2.8 2.6 2.8
United States Government FNMA, 5.50%, Due 1/8/04, $0.8 0.8 0.8
United States Government FNMA, 5.125%, Due 2/13/04, $4.3 4.1 4.3
United States Government FNMA, 5.25%, Due 1/15/09, $4.3 3.9 4.2
United States Government U.S. Treasury Note, 5.50%, Due 1/31/03, $0.5 0.5 0.5
United States Government U.S. Treasury Note, 5.625%, Due 2/15/06, $0.6 0.6 0.6
United States Government U.S. Treasury Note, 5.75%, Due 8/15/03, $6.4 6.4 6.7
United States Government U.S. Treasury Note, 5.75%, Due 8/15/10, $1.4 1.5 1.5
United States Government U.S. Treasury Note, 5.75%, Due 10/31/02, $0.4 0.4 0.4
United States Government U.S. Treasury Note, 5.75%, Due 11/15/05, $1.4 1.4 1.5
United States Government U.S. Treasury Note, 6.125%, Due 8/15/07, $0.3 0.3 0.4
United States Government U.S. Treasury Note, 6.75%, Due 5/15/05, $3.1 3.2 3.3
United States Government U.S. Treasury Note, 6.875%, Due 5/15/06, $10.8 11.4 11.8
United States Government U.S. Treasury Note, 7.50%, Due 5/15/02, $8.4 8.6 8.7
United States Government U.S. Treasury Note, 7.875%, Due 11/15/04, $5.9 6.3 6.5
United States Government Government Trust Zero Coupon Ctfs., 0.00%, Due 5/15/02, $1.5 1.3 1.4
United States Government Government Trust Zero Coupon Ctfs., 0.00%, Due 5/15/03, $2.4 1.9 2.1
United States Government Government Trust Zero Coupon Ctfs., 9.40%, Due 5/15/02, $0.2 0.3 0.3
United States Government FHMLC Multiclass, 6.50%, Due 5/15/08, $0.3 0.3 0.3
United States Government FHMLC Gold W10002, 6.775%, Due 11/1/03, $4.4 4.3 4.5
United States Government FNMA Pass-Through Certificate 380790, 5.73%, Due 10/1/08, $2.3 2.3 2.3
San Diego County, California Pension Obligation, 6.38%, Due 8/15/03, $0.8 0.9 0.9
United States Government FHMLC Multiclass, 6.50%, Due 8/15/08, $0.7 0.6 0.7
United States Government FHMLC Multiclass, 5.75%, Due 1/15/16, $0.9 0.9 0.9
United States Government FHMLC Multiclass, 5.75%, Due 3/15/07, $0.7 0.7 0.7
United States Government FHMLC Multiclass, 5.75%, Due 7/15/07, $1.4 1.4 1.4
United States Government FHMLC Multiclass, 6.00%, Due 7/15/24, $0.5 0.5 0.5
United States Government FHMLC Multiclass, 6.00%, Due 8/15/08, $1.7 1.7 1.7
United States Government FHMLC Multiclass, 6.15%, Due 7/15/20, $2.1 2.1 2.1
United States Government FHMLC Multiclass, 7.50%, Due 9/15/16, $0.8 0.8 0.9
United States Government FNMA Gtd Remic Pass, 6.00%, Due 4/25/19, $5.7 5.8 5.7
United States Government FNMA Gtd Remic Pass, 6.00%, Due 7/18/18, $0.7 0.7 0.7
United States Government FGRM 2075VA, 6.50%, Due 9/15/05, $0.8 0.8 0.8
United States Government U.S. Dept. Veterans Affairs CMO/Remic, 6.75%, Due 5/15/16, $0.6 0.6 0.6
United States Government FHMLC, 6.50%, Due 3/15/09, $1.3 1.3 1.3
United States Government FHMLC Multiclass, 5.50%, Due 6/15/08, $3.2 3.2 3.2
United States Government FHMLC Multiclass, 5.75%, Due 1/15/07, $1.9 1.9 1.9
United States Government FHMLC Multiclass, 5.75%, Due 2/15/17, $1.0 1.0 1.1
United States Government FNMA Gtd Remic Pass, 6.00%, Due 12/18/20, $0.2 0.2 0.2
United States Government FNMA Gtd Remic Pass, 6.74%, Due 8/25/07, $2.1 2.2 2.1
Total Government Securities 333.1 340.3
Corporate Securities:
International Paper Co. Note 144A, 8.125%, Due 7/8/05, $0.7 0.7 0.7
Railcar Leasing L.L.C. Sr. Secd. Note, 6.75%, Due 7/15/06, $2.0 2.1 2.1
Russell Frank Co. Gtd. Note 144A, 5.625%, Due 1/15/09, $2.1 1.9 2.0
Allstate Corp. Note, 7.875%, Due 5/1/05, $2.0 2.0 2.1
Amoco Corp. Debenture, 6.50%, Due 8/1/07, $3.8 3.5 3.9
Associates Corp. N.A. Senior Note, 5.50%, Due 2/15/04, $2.0 1.9 2.0
Associates Corp. N.A. Senior Note, 5.75%, Due 11/1/03, $4.6 4.4 4.5
Bank America Corp. Senior Note, 5.875%, Due 2/15/09, $1.1 1.0 1.1
British Telecommunications PLC Note, 7.625%, Due 12/15/05, $3.7 3.7 3.8
Chase Manhattan Corp. New Sub. Note, 7.00%, Due 11/15/09, $1.1 1.0 1.1
Citicorp Sub. Note, 8.00%, Due 2/1/03, $1.4 1.5 1.5
-11-
(continued)
December 31, 2000
Current
Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Value
Citigroup Inc. Note, 7.25%, Due 10/1/10, $0.7 0.7 0.8
Columbia University Trustees NY Corp. Note, 8.65%, Due 2/21/03, $0.8 0.9 0.9
Deutsche Telekom Intl. Fin. Note, 7.75%, Due 6/15/05, $3.0 3.0 3.0
Financing Corp. Cpn FICO Strips, 0.00%, Due 6/6/03, $3.2 2.5 2.8
Financing Corp. Cpn FICO Strips, 0.00%, Due 6/6/05, $6.9 4.7 5.4
Financing Corp. Cpn FICO Strips, 0.00%, Due 6/27/04, $2.1 1.6 1.7
Financing Corp. Cpn FICO Strips Ser. 19, 0.00%, Due 6/6/03, $6.3 5.0 5.5
Ford Motor Credit Co. Note, 7.375%, Due 10/28/09, $2.0 1.9 2.0
General Elec. Cap. Corp. Medium Term Note, 7.25%, Due 5/3/04, $1.8 1.8 1.9
GMAC Note, 9.00%, Due 10/15/02, $2.5 2.8 2.6
GMAC Note, 7.75%, Due 1/19/10, $0.5 0.5 0.5
Household Fin. Corp. Note, 7.00%, Due 8/1/03, $1.4 1.4 1.5
Household Fin. Corp. Note, 7.875%, Due 3/1/07, $2.8 2.8 3.0
Martin Marietta Corp. Note, 6.50%, Due 4/15/03, $1.6 1.6 1.6
McDonalds Corp. Note, 6.00%, Due 6/23/12, $2.4 2.4 2.3
MCI Communications Corp. Note, 6.125%, Due 4/15/02, $3.9 3.9 3.9
Merril Lynch & Co. Inc. Note, 6.00%, Due 2/17/09, $1.1 1.0 1.0
Motorola Inc. Note, 7.625%, Due 11/15/10, $2.1 2.1 2.2
Newcourt Cr. Group Inc. Note, 6.875%, Due 2/16/05, $1.6 1.6 1.7
Nynex Corp. Note, 9.55%, Due 5/1/10, $1.1 1.2 1.2
Prime Property Funding II Inc. Note 144A, 6.80%, Due 8/15/02, $2.3 2.3 2.4
Raytheon Co. Note, 6.50%, Due 7/15/05, $3.3 3.1 3.3
Sears Roebuck Accep. Corp. Medium Term Note, 6.80%, Due 10/9/02, $2.0 1.9 2.0
Sprint Capital Corp. Note, 5.70%, Due 11/15/03, $4.0 3.9 3.9
Telefonica Europe Note, 7.75%, Due 9/15/10, $1.0 1.0 1.1
Union Tex. Pete. Holdings Inc. Medium Term Note, 6.70%, Due 11/18/02, $4.4 4.4 4.4
Viacom Inc. Global Note, 7.70%, Due 7/30/10, $2.1 2.1 2.2
Vodafone Airtouch PLC Note 144A, 7.75%, Due 2/15/10, $2.7 2.7 2.9
Walmart Stores Inc. Note, 6.875%, Due 8/10/09, $1.5 1.4 1.6
MMCA Auto Owner Trust Asset Backed Security, 7.00%, Due 5/15/04, $3.0 3.0 3.1
Premier Auto Trust Asset Backed Note 1999-1, 5.82%, Due 10/8/03, $2.0 2.0 2.0
Advanta Cr. Card Master Trust II Asset Backed Security Ser. 96-A, 6.00%, Due 11/15/05, $2.3 2.2 2.3
First NBC Cr. Card Master Trust Asset Backed Security, 6.15%, Due 9/15/04, $3.8 3.7 3.8
Metris Master Trust Asset Back Certificate 1997-1, 6.87%, Due 10/20/05, $2.8 2.7 2.8
California Infrastructure & E. Dev. Bk.Asset Backed Security, 6.42%, Due 9/25/08, $2.5 2.4 2.5
California Infrastructure & E. Dev. Bk.Asset Backed Security, 6.48%, Due 12/26/09, $2.3 2.3 2.3
Conseco Fin. Securitizations Asset Backed Security, 8.15%, Due 2/15/31, $2.7 2.7 2.8
Credit Suisse First Boston Mtg. Asset Backed Security, 6.52%, Due 1/17/35, $4.2 4.1 4.2
Advanta Mortgage Loan Trust Asset Backed Security Ser. 94-1, 6.30%, Due 7/25/25, $0.8 0.8 0.8
Green Tree Financial Corp. Asset Backed Security 97-5 Mfd. Hsg., 6.42%, Due 5/15/29, $2.4 2.4 2.4
Peco Energy Transition Asset Backed Security, 6.13%, Due 3/1/09, $1.4 1.4 1.5
Railcar Trust Asset Backed Tr. Note 1992-1, 7.75%, Due 6/1/04, $3.5 3.6 3.6
Comed Trans. Fund Trust Asset Backed Security 98-1 A6, 5.63%, Due 6/25/09, $2.6 2.6 2.5
United Airlines Pass Through Trust, 7.032%, Due 10/1/10, $1.9 1.9 1.9
Toyota Auto Receivables CMO Remic 1999 Tr., 6.15%, Due 8/16/04, $5.1 5.1 5.1
3M Employee Stk. Ownership Plan CMO Remic Gtd., 5.62%, Due 7/15/09, $1.8 1.8 1.8
Amresco Residential Securities Mtg. Ln., 7.21%, Due 6/25/25, $3.4 3.5 3.5
Capco Amer. Securitization Cor. Commercial Mortgage Backed, 6.26%, Due 9/15/08, $1.9 1.7 1.9
GMAC Coml. Mtg. Sec. Inc. Mortgage Pass-Through, 7.151%, Due 12/15/16, $1.6 1.6 1.7
GE Cap. Coml. Mtg. Corp. CMO Remic, 6.734%, Due 12/15/10, $1.5 1.5 1.5
Comm. 1999-1 Commercial Mortgage Pass Through Certificate, 6.455%, Due 9/15/08, $1.0 0.9 1.0
Duetsche Mtg. & Asset Receiving Commercial Mortgage Backed, 6.538%, Due 2/15/08, $3.4 3.2 3.5
GE Cap. Coml. Mtg. Corp. Commercial Mortgage Backed, 6.496%, Due 12/15/10, $1.4 1.4 1.4
LB Mortgage Trust Mortgage Pass Through Certificate 1992-1, 7.809%, Due 1/15/09, $1.8 1.8 1.9
SPSAC Mtg. Ln. Asset Backed Pass Through Certificate, Due 6/25/28, $1.0 1.0 1.0
Reilly Mtg. Assocs. L.P. FHA Partn. Ctf., 7.45%, Due 10/01/23, $1.4 1.4 1.4
Reilly Mtg. Assocs. L.P. Proj. Pass Through, Due 2/1/23, $1.5 1.6 1.5
USGI Inc. FHA Proj. 2057, 7.46%, Due 8/25/23, $2.7 2.7 2.7
AT&T Cap. Corp. Medium Term Note, 6.80%, Due 2/1/01, $3.8 3.8 3.9
Allstate Financial Global Funding LLC Senior Note, 7.125%, Due 9/26/05, $1.2 1.2 1.3
AMR Corp. Note, 10.0%, Due 2/1/01, $0.3 0.3 0.3
AMR Corp. Note, 9.125%, Due 10/24/01, $1.3 1.4 1.3
Bear Stearns Cos. Inc. Global Note, 6.45%, Due 8/1/02, $2.0 2.0 2.1
Bear Stearns Cos. Inc. Medium Term Note, Due 5/7/02, $2.0 2.0 2.0
British Telecommunications PLC Note, 8.125%, Due 12/15/10, $2.0 2.0 2.0
Chrysler Financial Corp. Medium Term Note, 6.16%, Due 3/12/01, $1.6 1.6 1.6
CIT Group Inc. Medium Term Sr. Note, Due 9/13/02, $0.7 0.7 0.7
Consolidated Natural Gas Note, 7.25%, Due 10/1/04, $2.0 2.0 2.1
Donaldson Lufkin & Jenrette Inc. Note, Due 2/1/05, $2.7 2.7 2.7
Donaldson Lufkin & Jenrette Inc. Sr. Note, 5.875%, Due 4/1/02, $1.0 1.0 1.0
-12-
(continued)
December 31, 2000
Current
Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Value
Duke Cap. Corp. Sr. Note, 7.25%, Due 10/1/04, $1.5 1.5 1.6
Ford Motor Cr. Co. Medium Term Note, Due 7/19/04, $3.8 3.8 3.8
GMAC Medium Term Note, Due 11/12/02, $1.0 1.0 1.0
GMAC Medium Term Note, Due 7/21/04, $3.8 3.8 3.9
Heller Financial Inc. Medium Term Note, Due 2/5/01, $1.3 1.3 1.3
Heller Financial Inc. Medium Term Note, Due 10/22/01, $1.0 1.0 1.0
Heller Financial Inc. Medium Term Note, 5.75%, Due 9/25/01, $1.5 1.5 1.5
Household Fin. Corp. Note, Due 6/24/03, $2.7 2.7 2.7
Indiana Mich. Power Co. Sr. Note, 6.875%, Due 7/1/04, $2.0 2.0 2.1
Lehman Brothers Hldgs. Inc. Medium Term Note, Due 7/15/02, $1.0 1.0 1.0
Lehman Brothers Hldgs. Inc. Medium Term Note, Due 4/2/02, $2.6 2.6 2.6
Lehman Brothers Hldgs. Inc. Medium Term Note, Due 12/12/02, $1.4 1.4 1.4
MBNA America Bank Note, Due 12/10/02, $2.0 2.0 2.0
MCI Communications Corp. Note, 6.125%, Due 4/15/02, $2.0 2.0 2.0
MCN Invt. Corp. Note, 6.89%, Due 1/16/02, $3.0 3.0 3.1
Morgan Stanley Dean Witter Medium Term Note, Due 8/7/03, $1.9 1.9 1.9
Nations Bank Corp. Sr. Note, 5.75%, Due 3/15/01, $2.0 2.0 2.0
Ohio Power Co. Sr. Note, 7.00%, Due 7/1/04, $2.0 2.0 2.1
Pacific Gas & Electric Co. Note, Due 10/31/01, $2.0 2.0 1.8
Philip Morris Cos. Inc. Note, 7.00%, Due 7/15/05, $3.0 3.1 3.1
Philip Morris Cos. Inc. Note, 7.25%, Due 9/15/01, $2.0 2.1 2.0
Popular North Amer. Inc. Medium Note, 7.375%, Due 9/14/01, $2.0 2.0 2.1
Public Service Enterprise Group Inc. Note, Due 5/21/02, $2.0 2.0 2.0
Raytheon Co. Note, 5.95%, Due 3/15/01, $1.0 1.0 1.0
Raytheon Co. Note, Due 8/10/01, $1.0 1.0 1.0
Royal Bank Scotland Group PLC Note, 9.118%, Due 12/31/49, $2.0 2.0 2.2
Salomon Smith Barney Holding Note, Due 4/28/03, $3.0 3.0 3.0
So. California Edison Co. Note, Due 5/1/02, $1.2 1.2 1.1
TCI Communications Inc. Medium Term Note, Due 4/3/02, $1.5 1.5 1.5
Textron Financial Corp. Note, Due 9/17/02, $3.0 3.0 3.0
Time Warner Inc. Note, 7.975%, Due 8/15/04, $0.3 0.3 0.3
Transamerica Fin. Corp. Sr. Note, 7.25%, Due 8/15/02, $1.5 1.5 1.6
Waste Management Note, 6.625%, Due 7/15/02, $1.9 1.9 1.9
Westdeutsche Landesbank Bond, 6.05%, Due 1/15/09, $1.7 1.7 1.7
Worldcom Inc. Note, 7.375%, Due 1/15/03, $2.0 2.0 2.0
Worldcom Inc. Note, Due 11/26/01, $3.0 3.0 3.0
Arcadia Automobile Asset Backed Receivable 1999 C, 6.90%, Due 12/15/03, $0.7 0.7 0.7
Banc One Auto Grantor Trust Asset Backed 1997-A, 6.27%, Due 11/20/03, $0.4 0.4 0.4
Advanta Mtg. Ln. Tr. 1999-3 Asset Backed, Due 8/25/29, $0.7 0.7 0.7
Green Tree Financial Corp. Asset Backed, Due 8/15/29, $0.4 0.4 0.4
Pacificamerica Home Equity Ln. Ser., Due 3/25/28, $1.1 1.1 1.1
Green Tree Financial Corp. Asset Backed 1999-5 Mfg. Hsg., 6.27%, Due 4/1/31, $0.7 0.7 0.7
Green Tree Floor Plan Receivable Mstr. Asset Backed, Due 11/15/04, $3.0 3.0 3.0
HCLT Asset Backed Note Cl. A-3, Due 8/15/06, $1.3 1.3 1.3
Green Tree Financial Corp. Asset Backed 1999-5 Mfg. Hsg., 7.33%, Due 4/1/31, $2.0 2.0 2.0
Residential Fdg. Mtg. Secs. I Inc. Pass Through Ctf., 7.25%, Due 4/25/26, $3.7 3.7 3.7
TMS Home Equity Ln. Tr. Ser. 1992-C, 6.20%, Due 10/15/17, $1.6 1.6 1.6
Ryland Mtg. Secs. Corp. IV Coll. Mtg., 8.10%, Due 6/25/23, $0.9 1.0 0.9
Structured Asset Mtg. Invts. Inc. Mtg., 6.58%, Due 6/25/29, $1.8 1.8 1.8
CWFC CMO Remic, 6.00%, Due 5/25/09, $0.7 0.7 0.7
Salomon Brothers Mtg. Secs. VII Inc. Mtg., Due 2/25/30, $1.5 1.5 1.5
Chase Mtg. Fin. Tr. Asset Backed 1999 S-1 MC Mtg., 6.10%, Due 2/25/29, $4.7 4.7 4.7
DLJ Mtg. Accep. Corp. Mtg. Pass Through Ctf., Due 12/25/22, $0.4 0.4 0.4
Greenwich Cap. Accep. Inc. Mtg. Pass Through, Due 1/25/23, $0.2 0.2 0.2
Housing Secs. Inc. Mtg. Pass Through Ctf., 6.50%, Due 7/25/09, $5.2 5.2 5.3
Mellon Residential Funding Corp. Note, 6.03%, Due 1/25/29, $0.9 0.9 0.9
Sears Mtg. Secs. Corp. Mtg. Pass Through Ctf., Due 4/25/23, $0.2 0.2 0.2
Bear Stearns Cml. Mtg. Secs. Inc. Commercial Mortgage Backed, 6.73%, Due 5/20/03, $1.4 1.4 1.4
GMAC Coml. Mtg. Sec. Inc. Mtg. Pass Through Ctf., 6.70%, Due 3/15/08, $1.5 1.5 1.5
Corporate Pptys. Invs. Note 144A, 7.75%, Due 8/15/04, $0.8 0.8 0.8
Cox Enterprises Inc. Note 144A, 7.875%, Due 9/15/10, $0.5 0.5 0.5
Albertsons Inc. Sr. Note, 6.55%, Due 8/1/04, $1.4 1.4 1.5
Allstate Corp. Note, 7.50%, Due 6/15/13, $0.6 0.6 0.7
Avalon Pptys. Inc. Note, 6.875%, Due 12/15/07, $0.6 0.5 0.5
Avalon Bay Cmntys. Inc. Medium Term Note, 7.50%, Due 12/15/10, $0.4 0.4 0.4
Avalon Bay Cmntys. Inc. Medium Term Note, 8.25%, Due 7/15/08, $1.2 1.3 1.4
Bayerische Landesbank Note, 5.65%, Due 2/1/09, $0.7 0.7 0.7
Bayerische Landesbank Note, 6.375%, Due 10/15/05, $1.5 1.5 1.5
British Telecommunications PLC Note, 8.125%, Due 12/15/10, $0.5 0.5 0.5
Burlington Northern Santa Fe Co. Note, 7.875%, Due 4/15/07, $0.8 0.8 0.9
-13-
(continued)
December 31, 2000
Current
Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Value
Carramerica Rlty. Corp. Note, 7.20%, Due 7/1/04, $0.7 0.7 0.7
Citibank Credit Card Master Trust I 1999 5, 6.10%, Due 5/15/08, $1.2 1.2 1.2
Citigroup Inc. Note, 7.25%, Due 10/1/10, $0.2 0.2 0.2
Coca-Cola Co. Note, 5.75%, Due 4/30/09, $2.2 1.9 2.2
Conagra Inc. Note, 7.875%, Due 9/15/10, $2.2 2.2 2.4
Dollar Gen. Corp. Note, 8.625%, Due 6/15/10, $0.9 0.8 0.9
DuPont EI DeNemours & Co. Note, 6.75%, Due 10/15/04, $0.2 0.2 0.2
El Paso Energy Corp. Medium Term Note, 7.375%, Due 12/15/12, $0.6 0.6 0.6
Emerson Electric Co. Note, 7.875%, Due 6/1/05, $0.4 0.3 0.4
Energy East Corp. Note, 8.05%, Due 11/15/10, $0.6 0.6 0.7
EOP Oper. Ltd. Partnership Note, 6.763%, Due 6/15/07, $1.9 1.8 1.9
ERAC USA Fin. Co. Note 144A, 6.75%, Due 5/15/07, $0.6 0.5 0.6
ERAC USA Fin. Co. Note 144A, 6.75%, Due 5/15/09, $0.5 0.5 0.5
ERP Oper. Ltd. Partnership Note, 6.63%, Due 4/13/05, $0.6 0.6 0.6
ERP Oper. Ltd. Partnership Note, 7.57%, Due 8/15/26, $1.1 1.1 1.1
Exxon Capital Corp. Note, 6.12%, Due 9/8/08, $1.3 1.2 1.3
First Union National Bank Note, 7.80%, Due 8/18/10, $0.4 0.4 0.4
Ford Motor Cr. Co. Sr. Note, 5.75%, Due 2/23/04, $1.2 1.1 1.2
Ford Motor Cr. Co. Sr. Note, 5.80%, Due 1/12/09, $0.8 0.6 0.7
General Elec. Cap. Corp. Medium Term Note, 7.375%, Due 1/19/10, $0.3 0.3 0.3
General Elec. Cap. Corp. Medium Term Note, 6.875%, Due 11/15/10, $0.5 0.5 0.5
General Elec. Cap. Corp. Note, 8.625%, Due 6/15/08, $1.4 1.5 1.6
General Elec. Cap. Corp. Note, 8.75%, Due 5/21/07, $0.5 0.6 0.6
General Elec. Cap. Corp. Note, 7.875%, Due 12/1/06, $0.4 0.5 0.4
Goldman Sachs Group Inc. Note, 7.625%, Due 8/17/05, $0.2 0.2 0.2
Highwoods Realty L.P. Note, 6.75%, Due 12/1/03, $0.5 0.5 0.5
Highwoods Realty L.P. Note, 7.00%, Due 12/1/06, $0.3 0.3 0.3
Hrpt. Pptys. Tr. Sr. Note, 6.875%, Due 8/26/02, $0.5 0.5 0.5
Johnson & Johnson Note, 8.25%, Due 11/9/04, $1.7 1.8 1.8
Keyspan Corp. Note, 7.625%, Due 11/15/10, $0.7 0.7 0.7
Lilly Del. Mar. Inc. Resettable Cpn. Cap., 7.717%, Due 8/1/29, $0.7 0.7 0.8
Lockheed Martin Corp. Note, 7.25%, Due 5/15/06, $0.9 0.9 0.9
McDonnell Douglas Corp. Note, 6.875%, Due 11/1/06, $1.9 1.8 1.9
MCI Communications Corp. Note, 6.95%, Due 8/15/06, $0.9 0.9 0.9
MCI Communications Corp. Note, 6.125%, Due 4/15/02, $0.7 0.7 0.7
MCI Communications Corp. Note, 6.50%, Due 4/15/10, $1.9 1.7 1.8
Merrill Lynch & Co. Inc. Note, 6.00%, Due 2/17/09, $1.3 1.2 1.2
Metropolitan Life Ins. Co. Surplus Note, 6.30%, Due 11/1/03, $1.5 1.5 1.5
Nationsbank Corp. Sub. Note, 7.80%, Due 9/15/16, $1.1 1.1 1.1
Norfolk Southern Corp. Note, 7.35%, Due 5/15/07, $0.6 0.7 0.7
Nynex Corp. Note, 9.55%, Due 5/1/10, $2.7 2.8 2.9
Prologis Tr. Note, 7.05%, Due 7/15/06, $0.8 0.8 0.8
Shopping Ctr. Assocs. Note 144A, 6.75%, Due 1/15/04, $2.6 2.6 2.6
Sonat Inc. Note, 7.625%, Due 7/15/11, $0.2 0.2 0.2
Teleglobe CDA Inc. Gtd. Deb., 7.20%, Due 7/20/09, $1.1 1.1 1.1
Teleglobe CDA Inc. Gtd. Deb., 7.70%, Due 7/20/09, $1.4 1.3 1.4
Tennessee Gas Pipeline Note, 7.00%, Due 3/15/27, $1.0 1.0 1.0
Texas Instruments Inc. Sr. Note, 7.00%, Due 8/15/04, $0.4 0.4 0.4
Tyco Intl. Group Note, 6.125%, Due 11/1/08, $1.0 0.9 0.9
Tyco Intl. Group Note, 6.25%, Due 6/15/03, $2.4 2.3 2.4
U.S. Air Inc. Enhanced Equip. Note Cl.A, 6.76%, Due 4/15/08, $1.4 1.4 1.4
United Airlines Pass Through Trust 2000-2, 7.186%, Due 4/1/11, $1.0 1.0 1.0
United Dominion Realty Tr. Inc. Deb., 8.50%, Due 9/15/24, $1.6 1.6 1.7
USAA Cap. Corp. Medium Term Note, 7.05%, Due 11/8/06, $0.3 0.3 0.3
Verizon Global Funding Corp. Note 144A, 7.25%, Due 12/1/10, $0.8 0.8 0.8
Wells Fargo Finl. Inc. Note, 7.00%, Due 11/1/05, $0.6 0.6 0.7
Capital Auto Receivables Asset Backed 2000-1, 7.00%, Due 1/17/05, $1.3 1.3 1.3
Carco Auto Ln. Master Tr. Asset Backed 1999-4, 6.43%, Due 11/15/04, $0.6 0.6 0.6
Chase Manhattan Auto Owner Tr. Asset Backed 1998-B, 5.80%, Due 2/17/03, $3.2 3.2 3.2
Daimler Chrysler Auto Trust Asset Backed 2000-E, 6.11%, Due 11/8/04, $0.7 0.7 0.7
Dealer Auto Receivables Trust Asset Backed, 7.07%, Due 5/17/04, $0.8 0.8 0.8
Ford Cr. Auto Owner Tr. Asset Backed 2000-B, 6.97%, Due 4/15/03, $1.1 1.1 1.1
Ford Cr. Auto Owner Tr. Asset Backed 2000-D, 7.13%, Due 7/15/04, $0.7 0.7 0.7
MMCA Auto Owner Trust Asset Backed 2000-1, 7.00%, Due 6/15/04, $0.7 0.7 0.7
MMCA Auto Owner Trust Asset Backed 2000-1, 7.08%, Due 2/15/05, $0.5 0.5 0.5
Nissan Auto Receivables Asset Backed 2000-B, 7.25%, Due 4/15/04, $0.9 0.9 0.9
Nissan Auto Receivables Asset Backed 2000, 7.27%, Due 11/15/04, $0.4 0.4 0.4
Premier Auto Tr. Asset Backed 1999-1, 5.69%, Due 11/8/02, $2.4 2.4 2.4
Premier Auto Tr. Asset Backed 1999-3, 6.27%, Due 4/8/03, $0.7 0.7 0.7
American Express Cr. Asset Backed M Ser., 5.95%, Due 12/15/06, $2.0 1.9 2.0
-14-
(continued)
December 31, 2000
Current
Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Value
American Express Master Trust Asset Backed Ser. 1994-3, 7.85%, Due 8/15/05, $0.3 0.3 0.3
Citibank Cr. Card Issuance Tr. Note, 6.90%, Due 10/17/07, $2.0 2.0 2.1
Citibank Cr. Card Master Tr. I Asset Backed 1999-1, 5.50%, Due 2/15/06, $1.4 1.3 1.4
Citibank Cr. Card Master Tr. I Asset Backed 1999-2, 5.875%, Due 3/10/11, $1.3 1.2 1.3
Citibank Cr. Card Master Tr. I Asset Backed 1999-7, 6.65%, Due 11/15/06, $0.7 0.7 0.7
Dayton Hudson Cr. Card Master Asset Backed, 6.25%, Due 8/25/05, $1.5 1.5 1.5
Dayton Hudson Cr. Card Master Tr. Asset Backed 98-1, 5.90%, Due 5/25/06, $0.5 0.5 0.5
Discover Card Master Trust I Asset Backed 1999, 6.85%, Due 7/17/07, $0.8 0.8 0.8
First USA Cr. Card Master Tr. Asset Backed, 6.42%, Due 3/17/05, $0.4 0.4 0.4
First USA Cr. Card Master Tr. Asset Backed 1998-9, 5.28%, Due 9/18/06, $2.1 2.0 2.1
Sears Cr. Account Master Tr. II Asset Backed, 6.05%, Due 1/15/08, $0.8 0.8 0.8
Sears Cr. Account Master Tr. Asset Backed 1997-1, 6.20%, Due 7/16/07, $0.5 0.5 0.5
Standard Cr. Card Master Tr. I Asset Backed, 8.25%, Due 11/7/03, $2.1 2.2 2.2
Peco Energy Transition Trust Asset Backed Series 1999-A, Due 3/1/06, $0.5 0.4 0.5
Textron Finl. Corp. Receivables Tr. Asset Backed, 6.05%, Due 3/16/09, $0.1 0.1 0.1
Chase Fdg. Tr. Asset Backed 1999-1 Mtg. Ln., 5.972%, Due 12/25/01, $0.7 0.7 0.7
Com. Ed. Trans. Fdg. Tr. Asset Backed 1998-1 A5, 5.44%, Due 3/25/07, $1.0 1.0 1.0
Com. Ed. Trans. Fdg. Tr. Asset Backed 1998-A7, 5.74%, Due 12/25/10, $0.3 0.3 0.3
U.S. Airways Pass Through Trs. 1999-1, 8.36%, Due 7/20/20, $2.7 2.7 3.0
Chevron Corp. Profit Sharing Plan Tr. CMO Remic, 8.11%, Due 12/1/04, $1.5 1.7 1.7
Continental Airlines Pass Through Trs., 6.94%, Due 4/15/15, $2.1 2.2 2.2
Continental Airlines Pass Through Trs., 7.707%, Due 10/2/22, $0.7 0.7 0.8
First Sec. Auto Owner Tr. CMO Remic, 5.58%, Due 6/16/03, $0.3 0.3 0.3
Ford Cr. Auto Ln. Master Tr. CMO Remic 1996-2, Due 2/15/03, $0.7 0.7 0.7
GE Capital Mtg. Services CMO Remic, 6.75%, Due 8/25/29, $1.1 1.1 1.1
Total Corporate Securities 388.7 398.6
International Securities, denominated in U.S. dollars:
Province of Quebec, Canada Medium Term Note, 6.29%, Due 3/6/26, $2.8 2.8 3.0
Province of Quebec, Canada Medium Term Note, 5.735%, Due 3/2/26, $3.0 3.0 3.2
Spain Kingdom Global Note, 7.00%, Due 7/19/05, $2.6 2.6 2.8
Ontario Hydro Note, 6.10%, Due 1/30/08, $0.9 0.8 0.9
African Dev. Bank Senior Note, 6.75%, Due 10/1/04, $2.8 2.9 2.9
Province of Quebec, Canada Debenture, 7.00%, Due 1/30/07, $1.6 1.6 1.7
Total International Securities 13.7 14.5
Commercial Paper, Certificates of Deposit and U.S. Treasury Bills:
United States Government U.S. Treasury Bill, 0/00%, Due 2/1/01, $0.1 0.1 0.1
Total Commercial Paper, Certificates of Deposit and U.S. Treasury Bills 0.1 0.1
Chase Manhattan Bank Enhanced Cash Investment Fund, Interest Rate 6.657%, $117.5 117.5 117.5
Unsettled purchase and sale transactions:
Province of Quebec, Canada Medium Term Note, 5.735%, Due 3/2/26 0.5 0.5
United States Government FNMA Pass-Through Certificate 566440, 7.00%, Due 1/1/31 1.0 1.0
United States Government FNMA Pass-Through Certificate 535049, 7.00%, Due 11/1/29 2.0 2.0
United States Government FNMA Pass-Through Certificate 541497, 7.00%, Due 1/1/31 1.0 1.0
United States Government FNMA Pass-Through Certificate 541922, 7.00%, Due 7/1/30 1.0 1.0
United States Government FNMA Pass-Through Certificate 553144, 7.00%, Due 1/1/31 1.0 1.0
United States Government FNMA Pass-Through Certificate 553144, 7.00%, Due 1/1/31 1.0 1.0
United States Government FNMA Pass-Through Certificate 553144, 7.00%, Due 1/1/31 1.0 1.0
United States Government FNMA Pass-Through Certificate 553285, 7.00%, Due 11/1/30 2.0 2.0
United States Government FNMA Pass-Through Certificate 556447, 7.00%, Due 10/1/30 1.0 1.0
United States Government FNMA Pass-Through Certificate 558374, 7.00%, Due 12/1/30 1.0 1.0
United States Government FNMA Pass-Through Certificate 559253, 7.00%, Due 11/1/30 1.0 1.0
United States Government FNMA Pass-Through Certificate 561704, 7.00%, Due 1/1/31 1.0 1.0
United States Government FNMA Pass-Through Certificate 564211, 7.00%, Due 12/1/30 1.0 1.0
United States Government FNMA Pass-Through Certificate 564482, 7.00%, Due 12/1/30 1.0 1.0
United States Government FNMA Pass-Through Certificate 564507, 7.00%, Due 1/1/31 1.0 1.0
United States Government FNMA Pass-Through Certificate 564639, 7.00%, Due 12/1/30 1.0 1.0
United States Government TBA FNMA, 7.00%, Due 1/15/49 0.1 0.1
United States Government TBA FNMA, 6.50%, Due 1/15/49 0.1 0.1
United States Government U.S. Treasury Note, Due 11/15/01 (0.5) (0.5)
United States Government FNMA Pass-Through Certificate 535049, 7.00%, Due 11/1/29 (1.9) (1.9)
United States Government FNMA Pass-Through Certificate 541497, 7.00%, Due 1/1/31 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 541922, 7.00%, Due 7/1/30 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 553144, 7.00%, Due 1/1/31 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 553144, 7.00%, Due 1/1/31 (1.0) (1.0)
-15-
(continued)
December 31, 2000
Current
Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Value
United States Government FNMA Pass-Through Certificate 553144, 7.00%, Due 1/1/31 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 553285, 7.00%, Due 11/1/30 (1.9) (1.9)
United States Government FNMA Pass-Through Certificate 556447, 7.00%, Due 10/1/30 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 558374, 7.00%, Due 12/1/30 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 559253, 7.00%, Due 11/1/30 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 561704, 7.00%, Due 1/1/31 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 564211, 7.00%, Due 12/1/30 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 564482, 7.00%, Due 12/1/30 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 564507, 7.00%, Due 1/1/31 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 564639, 7.00%, Due 12/1/30 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 566440, 7.00%, Due 1/1/31 (1.0) (1.0)
United States Government TBA FNMA, 7.00%, Due 1/15/49 (1.0) (1.0)
United States Government TBA FNMA, 7.00%, Due 1/15/49 (1.0) (1.0)
United States Government TBA FNMA, 7.00%, Due 1/15/49 (15.8) (15.8)
United States Government TBA FNMA, 6.50%, Due 1/15/49 (17.0) (17.0)
United States Government FNMA Pass-Through Certificate 481428, 6.00%, Due 1/1/29 1.0 1.0
United States Government FNMA Pass-Through Certificate 259072, 8.00%, Due 7/1/30 0.5 0.5
United States Government FNMA Pass-Through Certificate 508717, 8.00%, Due 8/1/29 0.3 0.3
United States Government FNMA Pass-Through Certificate 509578, 8.00%, Due 8/1/29 0.2 0.2
United States Government FNMA Pass-Through Certificate 526338, 8.00%, Due 2/1/30 0.5 0.5
United States Government FNMA Pass-Through Certificate 535095, 8.00%, Due 1/1/30 0.1 0.1
United States Government FNMA Pass-Through Certificate 563959, 8.00%, Due 12/1/30 0.4 0.4
United States Government FNMA Pass-Through Certificate 481214, 6.00%, Due 1/1/29 0.7 0.7
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 0.3 0.3
United States Government FNMA Pass-Through Certificate 323715, 6.00%, Due 5/1/29 0.7 0.7
United States Government FNMA Pass-Through Certificate 446139, 6.00%, Due 1/1/29 0.7 0.7
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 0.3 0.3
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 0.3 0.3
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 0.3 0.3
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 0.3 0.3
United States Government FNMA Pass-Through Certificate 507280, 6.00%, Due 7/1/29 0.7 0.7
United States Government FNMA Pass-Through Certificate 568000, 6.00%, Due 1/1/30 0.6 0.6
United States Government TBA GNMA I SF, 6.50%, Due 1/15/49 12.2 12.2
United States Government U.S. Treasury Note, 5.75%, Due 8/15/10 0.1 0.1
United States Government FNMA, 7.125%, Due 6/15/10 0.1 0.1
United States Government U.S. Treasury Note, 5.75%, Due 8/15/10 (4.5) (4.5)
United States Government FNMA Pass-Through Certificate 259072, 8.00%, Due 7/1/30 (0.5) (0.5)
United States Government FNMA Pass-Through Certificate 508717, 8.00%, Due 8/1/29 (0.3) (0.3)
United States Government FNMA Pass-Through Certificate 509578, 8.00%, Due 8/1/29 (0.2) (0.2)
United States Government FNMA Pass-Through Certificate 526338, 8.00%, Due 2/1/30 (0.6) (0.6)
United States Government FNMA Pass-Through Certificate 535095, 8.00%, Due 1/1/30 (0.1) (0.1)
United States Government FNMA Pass-Through Certificate 563959, 8.00%, Due 12/1/30 (0.4) (0.4)
United States Government TBA FNMA SF, 8.00%, Due 1/15/49 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 481428, 6.00%, Due 1/1/29 (1.0) (1.0)
United States Government FNMA Pass-Through Certificate 323715, 6.00%, Due 5/1/29 (0.7) (0.7)
United States Government FNMA Pass-Through Certificate 446139, 6.00%, Due 1/1/29 (0.7) (0.7)
United States Government FNMA Pass-Through Certificate 481214, 6.00%, Due 1/1/29 (0.7) (0.7)
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 (0.3) (0.3)
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 (0.3) (0.3)
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 (0.3) (0.3)
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 (0.3) (0.3)
United States Government FNMA Pass-Through Certificate 498153, 6.00%, Due 7/1/29 (0.3) (0.3)
United States Government FNMA Pass-Through Certificate 507280, 6.00%, Due 7/1/29 (0.6) (0.6)
United States Government FNMA Pass-Through Certificate 568000, 6.00%, Due 1/1/30 (0.6) (0.6)
United States Government FNMA, 7.125%, Due 6/15/10 (18.7) (18.7)
United States Government TBA GNMA I SF, 6.50%, Due 1/15/49 (5.7) (5.7)
United States Government TBA GNMA I SF, 6.50%, Due 1/15/49 (10.4) (10.4)
United States Government TBA GNMA I SF, 6.50%, Due 1/15/49 (0.9) (0.9)
United States Government TBA GNMA I SF, 6.50%, Due 1/15/49 (1.0) (1.0)
United States Government TBA GNMA I SF, 7.50%, Due 1/15/49 (2.0) (2.0)
United States Government TBA GNMA I SF, 6.50%, Due 1/15/49 (11.1) (11.1)
United States Government TBA GNMA I SF, 7.50%, Due 1/15/49 (12.5) (12.5)
United States Government TBA GNMA II, 8.50%, Due 1/15/49 (4.1) (4.1)
United States Government TBA GNMA I SF, 7.50%, Due 1/15/49 (6.0) (6.0)
United States Government TBA GNMA I SF, 8.50%, Due 1/15/49 (4.1) (4.1)
United States Government TBA GNMA I SF, 8.50%, Due 1/15/49 (1.0) (1.0)
United States Government TBA GNMA I SF, 8.50%, Due 1/15/49 (4.1) (4.1)
United States Government TBA GNMA I SF, 8.50%, Due 1/15/49 (9.3) (9.3)
United States Government TBA GNMA I SF, 7.50%, Due 1/15/49 (2.0) (2.0)
United States Government TBA GNMA I SF, 8.00%, Due 1/15/49 (1.1) (1.1)
-16-
(continued)
December 31, 2000
Current
Identity of Issuer Description of Investment (maturity value in millions of dollars) Cost Value
United States Government TBA GNMA I SF, 6.00%, Due 1/15/49 (1.9) (1.9)
United States Government TBA GNMA I SF, 7.50%, Due 1/15/49 (2.0) (2.0)
United States Government TBA GNMA I SF, 8.50%, Due 1/15/49 (4.1) (4.1)
United States Government TBA GNMA I SF, 6.00%, Due 1/15/49 (3.9) (3.9)
United States Government TBA GNMA I SF, 8.00%, Due 1/15/49 (2.1) (2.1)
United States Government TBA FNMA SF, 8.00%, Due 1/15/49 (3.1) (3.1)
United States Government TBA FNMA SF, 6.00%, Due 1/15/49 (1.0) (1.0)
United States Government TBA FNMA SF, 6.00%, Due 1/15/49 (4.7) (4.7)
Avalon Bay Cmntys. Inc. Medium Term Note, 8.25%, Due 7/15/08 0.2 0.2
United States Government U.S. Treasury Note, 6.875%, Due 5/15/06 (2.9) (2.9)
United States Government U.S. Treasury Note, 5.75%, Due 8/15/10 (0.1) (0.1)
Total Unsettled purchase and sale transactions (147.1) (147.1)
Total Fixed Income Fund 724.8 744.4
GRAND TOTALS $1,615.0 $2,384.1
* Party-in-interest to the Program.
-17-
THE SAVINGS AND INVESTMENT PROGRAM FOR EMPLOYEES OF
UNION CARBIDE CORPORATION
AND PARTICIPATING SUBSIDIARY COMPANIES
Schedule of Reportable Transactions
Year ended December 31, 2000
(millions of dollars)
Current
Value of
Asset on
Purchase Cost of Transaction
Identity of party involved Price Asset Date
- -------------------------------------------- -------- ----------- -----------
Expense
Incurred
Selling With Net Gain
Description of asset Price Transaction (Loss)
- -------------------------------------------- -------- ----------- -----------
Series of transactions in the same security:
Chase Manhattan Bank $ 1.00 $796.5 $796.5
Enhanced Cash Investment Fund n/a - n/a
Chase Manhattan Bank n/a 804.7 804.7
Enhanced Cash Investment Fund 1.00 - -
U.S. Government 99.39 - 105.42 76.0 76.0
Treasury Note, 6.5%, Due 2/15/10 n/a - n/a
U.S. Government n/a 76.0 76.0
Treasury Note, 6.5%, Due 2/15/10 99.36 - 105.00 - -
U.S. Government 98.86 - 105.50 95.2 95.2
Treasury Note, 5.75%, Due 8/15/10 n/a - n/a
U.S. Government n/a 89.3 89.5
Treasury Note, 5.75%, Due 8/15/10 99.13 - 105.50 - .2
n/a = not applicable
-18-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Program Administrator has duly caused this Annual Report to be signed on its
behalf by the undersigned hereunto duly authorized.
The Savings and Investment Program for
Employees of Union Carbide Corporation
and Participating Subsidiary Companies
Date: June 27, 2001 By: /s/ Tommy Block
Name: Tommy Block
Chairman of the Retirement Board
of The Dow Chemical Company
-19-
INDEPENDENT AUDITORS' REPORT
To the Program Administrators of The Savings and Investment Program
for Employees of Union Carbide Corporation and Participating Subsidiary
Companies:
Danbury, Connecticut
We have audited the accompanying statement of net assets available for
benefits of The Savings and Investment Program for Employees of Union Carbide
Corporation and Participating Subsidiary Companies (the "Program") as of
December 31, 2000 and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements
are the responsibility of the Program's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, such 2000 financial statements present fairly, in all
material respects, the net assets available for benefits of the Program at
December 31, 2000, and the changes in net assets available for benefits for
the year then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion of the basic
financial statements taken as a whole. The accompanying supplemental
schedules of (1) assets held for investment purposes as of December 31, 2000
and (2) reportable transactions for the year ended December 31, 2000 are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements, but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
schedules are the responsibility of the Program's management. Such schedules
have been subjected to the auditing procedures applied in our audit of the
basic 2000 financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic 2000 financial
statements as a whole.
/s/ Deloitte and Touche, LLP
June 22, 2001
Stamford, Connecticut
-20-
INDEPENDENT AUDITORS' REPORT
To the Program Administrators of The Savings and Investment Program
for Employees of Union Carbide Corporation and Participating Subsidiary
Companies:
We have audited the accompanying statement of net assets available for
benefits of The Savings and Investment Program for Employees of Union Carbide
Corporation and Participating Subsidiary Companies (the "Program") as of
December 31, 1999. This financial statement is the responsibility of the
Program's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of net
assets available for benefits is free of material misstatement. An audit of
a statement of net assets available for benefits includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
statement of net assets available for benefits. An audit of a statement
of net assets available for benefits also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation in the statement of net assets
available for benefits. We believe that our audit of the statement of
net assets available for benefits provides a reasonable basis for our
opinion.
In our opinion, the statement of net assets available for benefits
referred to above presents fairly, in all material respects, the net assets
available for benefits of the Program as of December 31, 1999, in conformity
with generally accepted accounting principles.
/s/ KPMG LLP
Stamford, Connecticut
June 21, 2000
-21-
EXHIBIT INDEX
Exhibit Page
No. Exhibit No.
23.1 Independent Auditors' Consent 23
23.2 Independent Auditors' Consent 24
-22-