Securities and Exchange Commission, Washington, D.C. 20549
Annual Report on Form 10-K for the year ended December 31, 1995.
Filed pursuant to Section 13 of the Securities Exchange Act of 1934.
Commission file number 1-1463
Union Carbide Corporation
1995 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:
Class of security: Registered on:
Common Stock ($1 par value) New York Stock Exchange
Chicago Stock Exchange, Incorporated
The Pacific Stock Exchange Incorporated
Share Purchase Rights Plan New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
At February 29, 1996, 134,453,586 shares of common stock were outstanding.
Non-affiliates held 133,670,038 of those shares, of which the aggregate market
value was $6.015 billion.
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 ("the Act") during the preceding 12 months, 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. X
Documents incorporated by reference:
Annual report to stockholders for the year ended December 31, 1995 (Parts I
and II)
Proxy statement for the annual meeting of stockholders to be held on April 24,
1996 (Part III)
Table of Contents
Part I
Item 1: Business 1
Item 2: Properties 3
Item 3: Legal Proceedings 4
Item 4: Submission of Matters to a Vote of Security Holders 4
Part II
Item 5: Market for Registrant's Common Equity and Related
Stockholder Matters 5
Item 6: Selected Financial Data 5
Item 7: Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
Item 8: Financial Statements and Supplementary Data 5
Item 9: Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 5
Part III
Item 10: Directors and Executive Officers of the Registrant 6
Item 11: Executive Compensation 8
Item 12: Security Ownership of Certain Beneficial Owners
and Management 8
Item 13: Certain Relationships and Related Transactions 8
Part IV
Item 14: Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 9
Signatures 12
Exhibit Index 13
Cautionary statement for the purposes of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995: All statements in this Form
10-K report that do not reflect historical information are forward looking
statements. These include statements incorporated herein by reference to the
1995 annual report to stockholders. 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 costs,
changes in industry production capacities and operating rates, competitive
technology positions and failure to achieve the corporation's cost reduction
targets or complete construction projects on schedule. Some of these factors
are discussed further in Part I, Item 1: Business.
Definition of terms: See the inside back cover page of the 1995 annual report
to stockholders. Terms defined there are used herein.
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 gas and petrochemicals industries. The Basic
Chemicals & Polymers segment converts hydrocarbon feedstocks, principally
liquefied petroleum gas and naphtha, into polyethylene, polypropylene and
ethylene oxide/glycol for sale to third-party customers, as well as propylene,
ethylene and ethylene oxide 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 cycle in the basic
chemicals and polymers segment. See inside front cover, pages 6 through 8, and
"Summary and Outlook" on pages 10 through 12 of the 1995 annual report to
stockholders for further information about Union Carbide's businesses, and
Note 3 on pages 26 through 27 of the 1995 annual report to stockholders for
financial information about Union Carbide's business segments.
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 1995, 11,521 people were employed worldwide in manufacturing
facilities, laboratories and offices around the world.
Raw Materials, Products and Markets-See information herein and in the 1995
annual report to stockholders on pages 6 through 8. Unless otherwise
indicated, the products of Union Carbide are sold principally by its own sales
force, directly to customers.
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.
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. Such patents and
patent applications in the aggregate are material to Union Carbide's
competitive position. No one patent is considered to be material; however, the
patent portfolio relating to the UNIPOL process technology is, in the
aggregate, considered to be material. Union Carbide also has a large number
of trademarks. The UNION CARBIDE, UCAR and UNIPOL trademarks are material;
no other single trademark is material.
Part I (Cont.)
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 Form
10-K report. In addition to the facilities specifically indicated there,
product development and process technology laboratories are maintained at some
plants. Union Carbide spent $144 million in 1995, $136 million in 1994, and
$139 million in 1993 on company-sponsored research activities to develop new
products, processes, or services, or to improve existing ones.
Environment-See Costs Relating to Protection of the Environment on pages 13
through 14 of the 1995 annual report to stockholders and Note 16 on pages 36
through 37 thereof.
Insurance-Union Carbide's policy is to obtain public liability insurance
coverage at terms and conditions and a price that management considers fair
and reasonable. Union Carbide's management believes Union Carbide has public
liability insurance in an amount sufficient to meet its current needs in light
of pending, threatened, and future litigation and claims. 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 deductibles.
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 which 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 this segment,
competition is based on product functionality and quality, and prices are a
function of demand for the product, with the more unique products commanding
significant premiums.
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.
See pages 6 through 8 of the 1995 annual report to stockholders for
information about each segment's principal products, competitive position and
major competitors.
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. In 1995, the corporation made significant
investments in acquisitions and joint ventures outside the United States.
During 1996, the corporation expects to continue making investments in
acquisitions and joint ventures.
Union Carbide's international operations face competition from local producers
and global competitors and a number of other risks inherent in carrying on
business outside the United States, including risks of nationalization,
expropriation, restrictive action by local governments and changes in currency
exchange rates.
Part I (Cont.)
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 pages 16 and 17 of
the 1995 annual report to stockholders.
Listed below are the principal manufacturing facilities operated by Union
Carbide worldwide. Research and engineering facilities are noted. Most of the
domestic properties are owned in fee. Union Carbide maintains numerous
domestic sales offices and warehouses, substantially all of which are leased
premises under relatively short-term leases. All principal international
manufacturing properties are 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 are
located in Danbury, Connecticut, and are leased.
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 Taft Acrolein and derivatives, acrylic monomers,
caprolactone, UV-cured coatings,
cycloaliphatic epoxides, glycol ethers,
ethyleneamines, oxo alcohols
New Jersey Bound Brook Polyols, polyethylene compounding
New Jersey Edison Lanolin derivatives
New Jersey Somerset Latexes
New York Mamaroneck Lanolin derivatives
Puerto Rico Bayamon Latexes
Texas Garland Latexes
Texas Seadrift Ethanolamines, glycol ethers, surfactants,
polyethylene compounding
Texas Texas City Organic acids and esters, alcohols,
surfactants, vinyl acetate, solution vinyl
resins, heat transfer fluids
West Virginia Institute Caprolactone derivatives, polyethylene
glycol, hydroxyethyl cellulose,
polyethylene oxide, surfactants,
ethylidene norbornene, glutaraldehyde,
acetone and derivatives
West Virginia South Charleston Alkyl alkanolamines, brake fluids,
miscellaneous specialty products,
polyalkylene glycols, surfactants,
specialty ketones, polyvinyl acetate
resins, heat transfer fluids
Basic Chemicals & Polymers Segment
Louisiana Norco Polypropylene
Louisiana Taft Ethylene oxide and glycol, olefins
Louisiana Taft (Star Plant) Polyethylene
New Jersey Bound Brook Recycled plastics
Texas Seadrift Ethylene oxide and glycol, olefins,
polyethylene, polypropylene
Texas Texas City Olefins
Part I (Cont.)
Research and development for the Specialties & Intermediates segment is
carried on at technical centers in Bound Brook, Edison and Somerset, New
Jersey; Tarrytown, New York; Cary, North Carolina; 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;
and South Charleston, West Virginia. Process and design engineering for both
segments is conducted at a technical center in South Charleston, West
Virginia, in support of domestic and foreign projects.
Principal international manufacturing facilities and the principal products
manufactured there are as follows:
Country City Principal Product(s)
Specialties & Intermediates Segment
Belgium Antwerp Hydroxyethyl cellulose
Belgium Vilvoorde Lanolin derivatives
Brazil Aratu Hydroxyethyl cellulose
Brazil Cubatao Polyethylene compounding
Dubai, UAE Jebel Ali Free Trade Zone Latex
Ecuador Guayaquil Latex
France Chocques Glycol ethers, brake fluid
Indonesia Jakarta Latex
Malaysia Seremban Latex
People's Republic
of China Guangdong Province Latex
Philippines Batangas Latex
Sri Lanka Ekala Latex
Thailand Nonthaburi Latex
United Kingdom Wilton Glycol ethers, ethanolamines
Basic Chemicals & Polymers Segment
Canada Boucherville Molded polyethylene products
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 Antwerp, Belgium; Cubatao, Brazil;
Montreal East, Canada; Jurong, Singapore; Meyrin (Geneva), Switzerland; and
Wilton, United Kingdom. Research and development for the Basic Chemicals &
Polymers segment is carried on at international facilities in Montreal East,
Canada.
Item 3. Legal Proceedings
See Note 16 of Notes to Financial Statements on pages 36 through 37 of the
1995 annual report to stockholders.
In June 1991 Union Carbide Corporation, on behalf of certain affiliates,
registered with the U.S. Environmental Protection Agency to participate in
a compliance audit program to determine compliance with a provision of the
Toxic Substances Control Act. Stipulated penalties under the program are
anticipated to be $1 million.
Item 4. Submission of Matters to a Vote of Security Holders
The corporation did not submit any matters to a stockholder vote during the
last quarter of 1995.
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 and 19 of the 1995 annual report to stockholders.
Information about the stock exchanges where the stock is traded in the United
States is listed on page 39 of the 1995 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 1995 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 (At Year-
End)", and dividend information is included under the caption "Other Data" in
the Selected Financial Data on page 19 of the 1995 annual report to
stockholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
See the information covered in the 1995 annual report to stockholders on pages
10 through 17.
Item 8. Financial Statements and Supplementary Data
The consolidated balance sheet of Union Carbide Corporation and subsidiaries
at December 31, 1995 and 1994, and the consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1995, together with the report thereon of KPMG Peat
Marwick LLP dated January 19, 1996, are contained on pages 20 through 38 of
the 1995 annual report to stockholders.
Quarterly income statement data is contained on page 18 of the 1995 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
Peat Marwick LLP, its independent auditors.
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 24, 1996.
James M. Hester, age 71, who has been a director of the corporation since
1963, will not stand for reelection at the annual meeting of stockholders and
will cease to be a director at that time.
The principal executive officers of the corporation are as follows. Data is as
of March 22, 1996.
Name Age Position Year
First
Elected
William H. Joyce 60 Chairman of the Board, President
and Chief Executive Officer 1993
Joseph S. Byck 54 Vice-President 1991
James F. Flynn 53 Vice-President 1993
Joseph E. Geoghan 58 Vice-President, General Counsel
and Secretary 1987
Thomas D. Jones 61 Vice-President and Treasurer 1993
Malcolm A. Kessinger 52 Vice-President 1991
Lee P. McMaster 53 Vice-President 1993
Joseph C. Soviero 57 Vice-President 1993
Roger B. Staub 61 Vice-President 1993
Ronald Van Mynen 58 Vice-President, Health, Safety
and Environment 1992
Philip T. Wright 64 Vice-President 1995
John K. Wulff 47 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 or a subsidiary of the corporation for the past
five years.
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
President, Union Carbide Chemicals
and Plastics Company Inc. 1993 to 1994
Executive Vice-President 1991 to 1993
Executive Vice-President, Union Carbide
Chemicals and Plastics Company Inc. 1990 to 1993
Vice-President 1990 to 1991
Joseph S. Byck Vice-President 1991 to present
Vice-President, Union Carbide Chemicals
and Plastics Company Inc. 1991 to 1994
Vice-President, Business Development
and Planning, Union Carbide Chemicals
and Plastics Company Inc. 1989 to 1991
James F. Flynn Vice-President 1993 to present
Vice-President, General Manager
Solvents & Coatings Materials
Division 1989 to 1993
Joseph E. Geoghan Vice-President, General Counsel
and Secretary 1990 to present
Thomas D. Jones Vice-President and Treasurer 1993 to present
Vice-President, Treasurer and
Principal Financial Officer,
Union Carbide Chemicals and
Plastics Company Inc. 1992 to 1994
Associate Treasurer 1992 to 1993
Assistant Treasurer 1987 to 1992
Malcolm A. Kessinger Vice-President 1991 to present
Vice-President, Human Resources,
Union Carbide Chemicals and Plastics
Company Inc. 1990 to 1994
Lee P. McMaster Vice-President 1993 to present
President, Industrial Chemicals
Division 1992 to 1993
Vice-President, General Manager,
Polyolefins Division 1989 to 1992
Part III (Cont.)
Joseph C. Soviero Vice-President 1993 to present
President, Specialty Chemicals
Division 1983 to 1993
Roger B. Staub Vice-President 1993 to present
President, Polyolefins Division 1990 to 1993
Ronald Van Mynen Vice-President, Health, Safety
and Environment 1992 to present
Vice-President, Health, Safety
and Environmental Affairs
Union Carbide Chemicals and
Plastics Company Inc. 1985 to 1994
Philip T. Wright Vice-President 1995 to present
Group Vice-President, Union Carbide
Chemicals and Plastics Company Inc. 1990 to 1994
John K. Wulff Vice-President, Chief Financial Officer
and Controller 1996 to present
Vice-President, Controller and
Principal Accounting Officer 1989 to 1996
Item 11. Executive Compensation
See pages 20 through 22 of the proxy statement for the annual meeting of
stockholders to be held on April 24, 1996.
Item 12. Security Ownership of Certain Beneficial Owners and Management
See pages 23 and 24 of the proxy statement for the annual meeting of
stockholders to be held on April 24, 1996.
Item 13. Certain Relationships and Related Transactions
No reportable transactions in 1995.
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 37 and the Independent Auditors' Report set forth on page
38 of the 1995 annual report to stockholders are incorporated by
reference in this Form 10-K Annual Report.
2. The Report on Schedule of KPMG Peat Marwick LLP appears on page 10
of this Form 10-K Annual Report.
3. The following schedule should be read in conjunction with the
consolidated financial statements incorporated by reference in
Item 8 of this Form 10-K Annual Report. Schedules other than
those listed have been omitted because they are not applicable.
Page in this
Form 10-K Report
Valuation and Qualifying Accounts (Schedule II),
three years ended December 31, 1995 11
(b) No reports on Form 8-K were filed for the three months ended
December 31, 1995.
(c) Exhibits-See Exhibit Index on pages 13 through 17 for exhibits
filed with this Annual Report on Form 10-K.
UOP
(d) Audited financial statements of UOP, with Report of Independent
Accountants thereon, appearing on pages 17 through 39 of the
Corporation's 1993 Form 10-K, have been filed pursuant to Regulation
S-X, Rule 3.09 and are incorporated by reference herein. UOP is a
general partnership between EM Sector Holdings Inc. and Catalysts,
Adsorbents and Process Systems, Inc., wholly owned subsidiaries of
AlliedSignal Inc. and the corporation, respectively.
Part IV (Cont.)
Report of Independent Auditors
The Board of Directors
Union Carbide Corporation
Under date of January 19, 1996, we reported on the consolidated balance sheets
of Union Carbide Corporation and subsidiaries as of December 31, 1995 and
1994, 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, 1995, as contained on pages 20 through 37 in the 1995 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
1995. 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 company'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.
As discussed in Note 1 to the consolidated financial statements, in 1993 the
company changed its method of accounting for postemployment benefits.
KPMG Peat Marwick LLP
Stamford, Conn.
January 19, 1996
Part IV (Cont.)
Schedule II-Valuation and Qualifying Accounts
Union Carbide Corporation and Consolidated Subsidiaries
Deductions
Items determined
to be uncollectible,
Additions less recovery
Balance at Charged to of amounts Balance at
beginning costs and previously end of
of period expenses written off period
Millions of dollars, year ended December 31, 1995
Allowance for
doubtful accounts $11 $5 $5 $11
Millions of dollars, year ended December 31, 1994
Allowance for
doubtful accounts $12 $2 $3 $11
Millions of dollars, year ended December 31, 1993
Allowance for
doubtful accounts $ 9 $5 $2 $12
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 22, 1996
/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 22, 1996.
/s/William H. Joyce /s/John J. Creedon /s/Robert D. Kennedy
William H. Joyce John J. Creedon Robert D. Kennedy
Director, Chairman of the Board, Director Director
President and Chief Executive
Officer
/s/Joseph E. Geoghan /s/C. Fred Fetterolf /s/Ronald L. Kuehn, Jr.
Joseph E. Geoghan C. Fred Fetterolf Ronald L. Kuehn, Jr.
Director, Vice-President, Director Director
General Counsel and Secretary
/s/John K. Wulff /s/Rainer E. Gut /s/Rozanne L. Ridgway
John K. Wulff Rainer E. Gut Rozanne L. Ridgway
Vice-President, Chief Financial Director Director
Officer and Controller
/s/James M. Hester /s/William S. Sneath
James M. Hester William S. Sneath
Director Director
/s/Vernon E. Jordan, Jr.
Vernon E. Jordan, Jr.
Director
Exhibit Index
Exhibit No.
3.1 Restated Certificate of Incorporation as filed May 2, 1994 (See
Exhibit 3.1 of the Corporation's 1994 Form 10-K).
3.2 By-Laws of the Corporation as adopted April 26, 1994 (See Exhibit
3.2 of the Corporation's 1994 Form 10-K).
4.1 Indenture dated as of August 1, 1992, among Union Carbide
Chemicals and Plastics Company Inc. ("UCC&P"), Union Carbide
Corporation and Chemical Bank, Trustee, for debt securities (See
Exhibit 4.1.1 of the Corporation's Form S-3 filed December 9,
1992, File No. 33-55560).
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.
4.3 Rights Agreement, dated as of July 26, 1989, as amended and
restated as of May 27, 1992, between the Corporation and
Chemical Bank (successor to Manufacturers Hanover Trust Company),
as Rights Agent (See Exhibit 4(a) of the Corporation's Form 8
filed June 1, 1992).
10.1.1 Credit Agreement dated as of November 4, 1994, among the
Corporation, the banks listed therein, the co-agents listed
therein, Morgan Guaranty Trust Company of New York, as
documentation agent, and Chemical Bank, as administrative agent
and auction agent (See Exhibit 10.1.1 of the Corporation's 1994
Form 10-K).
10.1.2 Amendment to Credit Agreement dated as of October 27, 1995, among
the Corporation, the banks listed therein, the co-agents listed
therein, Morgan Guaranty Trust Company of New York, as
documentation agent, and Chemical Bank, as administrative agent
and auction agent.
10.2 Indemnity Agreement dated as of July 25, 1986, between the
Corporation and Robert D. Kennedy. 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 officer of the Corporation (See Exhibit 10.2
of the Corporation's 1992 Form 10-K).
10.3 Agreement, dated as of October 2, 1986, among UCC&P, GAF
Corporation, GAF Chemicals Corporation, Jay & Company, Inc.,
Mayfair Investments, Inc. and Samuel J. Heyman (See Exhibit 10.3
of the Corporation's 1992 Form 10-K).
10.4 Transfer Agreement dated as of January 1, 1989, between UCC&P and
Praxair, Inc. ("Praxair") (formerly named "Union Carbide
Industrial Gases Inc."), as amended (See Exhibits 10.06, 10.07,
10.08 and 10.09 of Praxair's Form 10 dated March 10, 1992, as
amended by Form 8s dated May 22, 1992, June 9, 1992 and June 12,
1992 ("Praxair Form 10")).
10.5 Transfer Agreement dated as of January 1, 1989, between UCC&P and
Union Carbide Coatings Service Corporation ("UCCS"), as amended
(See Exhibits 10.14, 10.15 and 10.16 of Praxair Form 10).
10.6 Amended and Restated Realignment Indemnification Agreement dated
as of June 4, 1992, among the Corporation, UCC&P, Praxair, UCAR
Carbon Company Inc. ("UCAR") and UCCS (See Exhibit 10.23 of
Praxair Form 10).
10.7 Environmental Management, Services and Liabilities Allocation
Agreement dated as of January 1, 1990, among the Corporation,
UCC&P, UCAR, Praxair, and UCCS, as amended (See Exhibits 10.13 and
10.22 of Praxair Form 10).
10.8.1 Danbury Lease Agreements dated as of January 1, 1989, between
UCC&P and Praxair, as amended (See Exhibit 10.26 of Praxair
Form 10).
Exhibit Index (Cont.)
Exhibit No.
10.8.2 Fourth Amendment to Carbide Center Lease between UCC&P and Praxair
dated July 1, 1992 (See Exhibit 10.14b of Praxair's 1993
Form 10-K).
10.8.3 Fifth Amendment to Carbide Center Lease between the Corporation
and Praxair dated June 30, 1994 (See Exhibit 10.8.3 of the
Corporation's 1994 Form 10-K).
10.8.4 Second Amendment to Linde Data Center Lease between UCC&P and
Praxair dated July 2, 1992 (See Exhibit 10.14a of Praxair's 1993
Form 10K).
10.8.5 Third Amendment to Linde Data Center Lease between the Corporation
and Praxair dated June 30, 1994 (See Exhibit 10.8.5 of the
Corporation's 1994 Form 10-K).
10.9.1 Tax Disaffiliation Agreement dated as of June 4, 1992, between the
Corporation and Praxair (See Exhibit 10.20 of Praxair Form 10).
10.9.2 Tax Settlement Agreement dated as of May 31, 1994, between the
Corporation and Praxair (See Exhibit 10.9.2 of the Corporation's
1994 Form 10-K).
10.10.1 Employee Benefits Agreement dated as of June 4, 1992, between the
Corporation and Praxair (See Exhibit 10.25 of Praxair Form 10).
10.10.2 First Amendatory Agreement to the Employee Benefits Agreement
dated May 31, 1994 (See Exhibit 10.10.2 of the Corporation's 1994
Form 10-K).
10.11.1 Danbury Lease-Related Services Agreement dated as of June 4, 1992,
among the Corporation, UCC&P and Praxair (See Exhibit 10.24 of
Praxair Form 10).
10.11.2 First Amendment to Danbury Lease Related Services Agreement dated
June 30, 1994 (See Exhibit 10.11.2 of the Corporation's 1994 Form
10-K).
10.12 Additional Provisions Agreement dated as of June 4, 1992, between
the Corporation, UCC&P, Praxair and UCCS (See Exhibit 10.21 of
Praxair Form 10).
10.13.1 1984 Union Carbide Stock Option Plan (See Exhibit 10.7.1 of the
Corporation's 1991 Form 10-K).
10.13.2 Resolutions adopted by the Board of Directors of the Corporation
on January 22, 1986, with respect to the 1984 Union Carbide
Stock Option Plan (See Exhibit 10.7.2 of the Corporation's 1991
Form 10-K).
10.13.3 Resolutions adopted by the Board of Directors of the Corporation
on April 17, 1986, with respect to the 1984 Union Carbide Stock
Option Plan (See Exhibit 10.7.3 of the Corporation's 1991
Form 10-K).
10.13.4 Amendment to the 1984 Union Carbide Stock Option Plan effective
June 1, 1989 (See Exhibit 10.13.4 of the Corporation's 1994
Form 10-K).
10.14.1 1988 Union Carbide Long-Term Incentive Plan (See Exhibit 10.14.1
of the Corporation's 1993 Form 10-K).
10.14.2 Amendment to the 1988 Union Carbide Long-Term Incentive Plan
effective June 1, 1989 (See Exhibit 10.14.2 of the Corporation's
1994 Form 10-K).
10.14.3 Amendment to the 1988 Union Carbide Long-Term Incentive Plan
effective August 1, 1989 (See Exhibit 10.14.3 of the Corporation's
1994 Form 10-K).
10.14.4 Resolutions adopted by the Board of Directors of the Corporation
on February 26, 1992, with respect to stock options granted under
the 1984 Union Carbide Stock Option Plan and the 1988 Union
Carbide Long-Term Incentive Plan (See Exhibit 10.14.4 of the
Corporation's 1992 Form 10-K).
Exhibit Index (Cont.)
Exhibit No.
10.14.5 Resolutions adopted by the Compensation and Management Development
Committee of the Board of Directors of the Corporation on June 30,
1992, with respect to stock options granted under the 1984 Union
Carbide Stock Option Plan and the 1988 Union Carbide Long-Term
Incentive Plan (See Exhibit 10.14.5 of the Corporation's 1992
Form 10-K).
10.15.1 1983 Union Carbide Bonus Deferral Program (See Exhibit 10.8.1 of
the Corporation's 1991 Form 10-K).
10.15.2 Amendment to the 1983 Union Carbide Bonus Deferral Program
effective January 1, 1992 (See Exhibit 10.15.2 of the
Corporation's 1992 Form 10-K).
10.16.1 1984 Union Carbide Cash Bonus Deferral Program (See Exhibit 10.9.1
of the Corporation's 1991 Form 10-K).
10.16.2 Amendment to the 1984 Union Carbide Cash Bonus Deferral Program
effective January 1, 1986 (See Exhibit 10.9.2 of the Corporation's
1991 Form 10-K).
10.16.3 Amendment to the 1984 Union Carbide Cash Bonus Deferral Program
effective January 1, 1992 (See Exhibit 10.16.3 of the
Corporation's 1992 Form 10-K).
10.17.1 Equalization Benefit Plan for Participants of the Retirement
Program Plan for Employees of Union Carbide Corporation and its
Participating Subsidiary Companies (See Exhibit 10.11 of the
Corporation's 1991 Form 10-K).
10.17.2 Amendment to the Equalization Benefit Plan effective January 1,
1994 (See Exhibit 10.18.2 of the Corporation's 1994 Form 10-K).
10.18.1 Supplemental Retirement Income Plan (See Exhibit 10.12.1 of the
Corporation's 1991 Form 10-K).
10.18.2 Amendment to the Supplemental Retirement Income Plan effective
January 1, 1994 (See Exhibit 10.19.3 of the Corporation's 1994
Form 10-K).
10.18.3 Amendment to the Supplemental Retirement Income Plan effective
January 1, 1995.
10.19.1 1992 Stock Compensation Plan for Non-Employee Directors of Union
Carbide Corporation (See Appendix A of the Corporation's proxy
statement for the annual meeting of the stockholders held on April
22, 1992).
10.19.2 Resolution adopted by the Board of Directors of the Corporation on
June 30, 1992, with respect to the 1992 Stock Compensation Plan
for Non-Employee Directors of Union Carbide Corporation (See
Exhibit 10.20.2 of the Corporation's 1992 Form 10-K).
10.20.1 Severance Compensation Agreement, dated July 21, 1992, between the
Corporation and Ronald Van Mynen. 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 10.21.1 of
the Corporation's 1994 Form 10-K).
10.20.2 Amendment of Severance Compensation Agreement, dated September 24,
1993, between the Corporation and Ronald Van Mynen. Identical
amendments, except as to the parties thereto, were entered into
between the Corporation and other officers and employees of the
Corporation (See Exhibit 10.21.2 of the Corporation's 1994
Form 10-K).
Exhibit Index (Cont.)
Exhibit No.
10.21 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
10.22 of the Corporation's 1993 Form 10-K).
10.22 1994 Union Carbide Variable Compensation Plan (See Exhibit 10.23.2
of the Corporation's 1993 Form 10-K).
10.23.1 Union Carbide Corporation Benefits Protection Trust (See Exhibit
10.24.1 of the Corporation's 1994 Form 10-K).
10.23.2 Amendment to the Union Carbide Corporation Benefits Protection
Trust effective October 23, 1991 (See Exhibit 10.18.2 of the
Corporation's 1991 Form 10-K).
10.23.3 Amendment to the Union Carbide Corporation Benefits Protection
Trust effective January 1, 1994 (See Exhibit 10.24.3 of the
Corporation's 1994 Form 10-K).
10.24 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
(See Exhibit 10.25 of the Corporation's 1994 Form 10-K).
10.25 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 (See Exhibit 10.26 of the Corporation's
1994 Form 10-K).
10.26 Union Carbide Corporation Non-Employee Directors' Retirement Plan
(See Exhibit 10.27 of the Corporation's 1994 Form 10-K).
10.27 1994 Union Carbide Long-Term Incentive Plan (See Exhibit 10.28 of
the Corporation's 1994 Form 10-K).
10.28 Restated Compensation Deferral Program effective October 1, 1995.
10.29 Excess Long-Term Disability Plan effective January 1, 1994 (See
Exhibit 10.30 of the Corporation's 1994 Form 10-K).
10.30 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).
10.31.1 Recapitalization and Stock Purchase and Sale Agreement dated as of
November 14, 1994 among Union Carbide Corporation, Mitsubishi
Corporation, UCAR International Inc. and UCAR International
Acquisition Inc. (See Exhibit 10.31 of the Corporation's 1994
Form 10-K).
10.31.2 Underwriting Agreement and Subscription Agreement each dated
August 9, 1995 among the Corporation, UCAR and the several
underwriters listed therein (See Exhibits 1.1 and 1.2,
respectively, of UCAR's Amendment No. 2 to Form S-1, filed August
8, 1995, File No. 33-94698).
11 Computation of Earnings per Share For The Five Years Ended
December 31, 1995.
13 The Corporation's 1995 annual report to stockholders (such report,
except for those portions which are expressly referred to in this
Form 10-K, is furnished for the information of the Commission and
is not deemed "filed" as part of the Form 10-K).
21 Subsidiaries of the Corporation.
23.1 Consent of KPMG Peat Marwick LLP.
Exhibit Index (Cont.)
Exhibit No.
23.2 Consent of Price Waterhouse LLP.
27 Financial Data Schedule
99 1993 audited financial statements of UOP, with Report of
Independent Accountants thereon (See pages 17 through 39 of the
Corporation's 1993 Form 10-K).
On May 1, 1994, Union Carbide Corporation was merged into UCC&P and UCC&P
changed its name to "Union Carbide Corporation."
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, Section E-4, 39 Old
Ridgebury Road, Danbury, CT 06817-0001. The charge for furnishing any exhibit
is 25 cents per page plus mailing costs.