Exhibit 99 UNION CARBIDE NEWS RELEASE CONTACT: David N. Kernis (203) 794-6929 UNION CARBIDE REPORTS 4th QUARTER EARNINGS DANBURY, Conn., Jan. 25 - Union Carbide Corporation (UCC) today reported fourth quarter 1998 earnings of $0.49 per diluted common share, compared to $0.55 in the third quarter of 1998 and $1.04 for the same period in 1997 before the cumulative effect of a change in accounting principle. Fourth quarter earnings benefited from an after-tax net gain of $43 million ($71 million before tax), or $0.31 per diluted common share, from proceeds of a litigation settlement in connection with the company's UNIPOL systems business. Earnings in the prior quarter included an after-tax net gain of $72 million ($118 million before tax), or $0.53 per diluted common share, from a separate litigation settlement in connection with the UNIPOL systems business. Earnings in the 1998 fourth quarter were hurt by maintenance turnaround costs at the company's Taft, La., and Texas City, Tex., plants, and by excess costs during the transition to new information technology for the purpose of integrating Carbide's major work processes. Union Carbide Chairman and Chief Executive Officer William H. Joyce said the company's consolidated results, as well as results of its joint ventures and partnerships, reflected continuing market weakness, particularly in Asia. He said prices of certain basic chemicals were at prior trough levels and that several businesses also had experienced normal seasonal declines in the fourth quarter. Dr. Joyce said he expected weak chemical markets, particularly in Asia, to affect earnings through most of 1999, and perhaps longer. "On the plus side," he said, "several developments - MORE - 1999 P3-01-002 Page 2 of 8 should benefit earnings beginning in 1999, including the return to normal operation of our Gulf Coast ethylene plants; the start up of our EPR (ethylene/propylene rubber) plant; the full operation of our Kuwait joint venture and the further progress of our cost reduction initiatives." Net income available to common stockholders for the quarter totaled $67 million, compared to $76 million in the 1998 third quarter and $147 million (before the effect of an accounting change) for the same period a year ago. Sales in the fourth quarter totaled $1.289 billion, compared to $1.350 billion in the prior quarter and $1.539 billion for the same period in 1997. UCC's Specialties & Intermediates segment reported operating profit of $232 million, compared to $233 million in the third quarter of 1998 and $122 million in the fourth quarter of 1997. The segment accounted for 75 percent of total net sales for the quarter. Segment operating profit included the above-mentioned gain of $71 million from a litigation settlement. Third quarter operating profit included the above-mentioned gain of $118 million from a separate litigation settlement and a before-tax loss of $53 million related to the company's Aspell partnership. Carbide's Basic Chemicals & Polymers segment reported an operating loss of $45 million, compared to a loss of $13 million in the third quarter of 1998 and operating profit of $98 million in the fourth quarter of 1997. Union Carbide repurchased 463,400 common shares (under its 60-million- share repurchase authorization) during the quarter, at a net cost of $19 million. Repurchases under the plan for the year ended Dec. 31, 1998 totaled 6.1 million shares, at a net cost of $273 million. Since inception of the common share buy back program in 1993, UCC has repurchased 55.4 million shares and reduced the net total of common shares outstanding by 34.7 million, excluding conversion in 1997 of 15.4 million ESOP preferred shares into common shares. - MORE - Page 3 of 8 For the full year 1998, UCC reported net income available to common stockholders of $403 million, or $2.91 per diluted common share. Prior year earnings available to common stockholders before the cumulative effect of a change in accounting principle were $669 million, or $4.53 per diluted common share. Worldwide sales for 1998 were $5.659 billion, compared to $6.502 billion in 1997. Union Carbide is a worldwide chemicals company with advanced process technologies and large-scale chemical production facilities. o Specialties & Intermediates -- Union Carbide is the leading North American supplier of solvents and intermediates to the paint and coatings industry; the leading licensor of several technologies; and a leading supplier of specialty chemicals, polymers and services used in the personal care products, pharmaceuticals, automotive, wire and cable, oil and gas and industrial lubricants industries. o Basic Chemicals & Polymers -- Union Carbide is among the largest manufacturers of polyethylene, the world's most widely used plastic, and the technology leader in this industry; and a large manufacturer of polypropylene, one of the world's fastest-growing, large-volume plastics. UCC is also the world's largest producer of ethylene oxide and its derivative ethylene glycol, used for polyester fiber, resin and film, automotive antifreeze and other products. Cautionary Statement for Purposes of the "Safe Harbor" Provisions Of the Private Securities Litigation Act of 1995 Those statements in the preceding pages that do not reflect historical information are forward looking statements. Naturally, such forward looking statements are subject to risks and uncertainties. In addition to all specific assumptions cited, important factors affecting Union Carbide that could cause results to differ materially from those the corporation is looking forward to 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, currency exchange rates, interest rates, global economic conditions, particularly in Asia, disruption in railroad and other transportation facilities, competitive technology positions, and failure by the corporation to achieve technology objectives, cost reduction targets, or complete projects on schedule. - MORE - Page 4 of 8 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME Quarter Ended Dec. 31, Sept. 30, Dec. 31, Millions of Dollars, Except Per Share Amounts 1998 1998 1997 NET SALES $ 1,289 $ 1,350 $ 1,539 Cost of sales, exclusive of depreciation and amortization 1,010 1,036 1,156 Research and development 36 34 39 Selling, administration and other expenses (a) 70 78 87 Depreciation and amortization 101 95 84 Partnership income (loss) 15 (46) 33 Net gains from settlements of UNIPOL Systems business litigations 71 118 - Other income - net 20 11 10 INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 178 190 216 Interest expense 30 28 22 INCOME BEFORE PROVISION FOR INCOME TAXES 148 162 194 Provision for income taxes 49 58 51 INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 99 104 143 Minority interest 1 - 1 Income (loss) from corporate investments carried at equity (31) (28) 5 INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 67 76 147 Cumulative effect of change in accounting principle - - (17) NET INCOME 67 76 130 Preferred stock dividends, net of income taxes - - - NET INCOME - COMMON STOCKHOLDERS $ 67 $ 76 $ 130 Earnings per common share Basic - Income before cumulative effect of change in accounting principle $ 0.50 $ 0.56 $ 1.07 - Cumulative effect of change in accounting principle - - (0.13) - Net income - common stockholders $ 0.50 $ 0.56 $ 0.94 Based on the indicated number of shares 132,869,126 134,286,957 137,612,493 Diluted - Income before cumulative effect of change in accounting principle $ 0.49 $ 0.55 $ 1.04 - Cumulative effect of change in accounting principle - - (0.12) - Net income - common stockholders $ 0.49 $ 0.55 $ 0.92 Based on the indicated number of shares 135,830,721 137,545,375 141,421,582 (a) Selling $ 25 $ 25 $ 31 Administration 23 26 32 Other expenses 22 27 24 Total $ 70 $ 78 $ 87 - MORE - Page 5 of 8 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME Year Ended Dec. 31, Millions of Dollars, Except Per Share Amounts 1998 1997 NET SALES $ 5,659 $ 6,502 Cost of sales, exclusive of depreciation and amortization 4,294 4,806 Research and development 143 157 Selling, administration and other expenses (a) 304 324 Depreciation and amortization 389 340 Partnership income 33 133 Net gains from settlements of UNIPOL Systems business litigations 189 - Other income - net 52 37 INCOME BEFORE INTEREST EXPENSE AND PROVISION FOR INCOME TAXES 803 1,045 Interest expense 114 79 INCOME BEFORE PROVISION FOR INCOME TAXES 689 966 Provision for income taxes 217 279 INCOME OF CONSOLIDATED COMPANIES AND PARTNERSHIPS 472 687 Minority interest 3 14 Income (loss) from corporate investments carried at equity (66) 3 INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 403 676 Cumulative effect of change in accounting principle - (17) NET INCOME 403 659 Preferred stock dividends, net of income taxes - 7 NET INCOME - COMMON STOCKHOLDERS $ 403 $ 652 Earnings per common share Basic - Income before cumulative effect of change in accounting principle $ 2.98 $ 5.02 - Cumulative effect of change in accounting principle - (0.13) - Net income - common stockholders $ 2.98 $ 4.89 Based on the indicated number of shares 135,028,100 128,185,093 Diluted - Income before cumulative effect of change in accounting principle $ 2.91 $ 4.53 - Cumulative effect of change in accounting principle - (0.12) - Net income - common stockholders $ 2.91 $ 4.41 Based on the indicated number of shares 138,409,895 143,959,098 (a) Selling $ 99 $ 124 Administration 107 126 Other expenses 98 74 Total $ 304 $ 324 - MORE - Page 6 of 8 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA Quarter Ended Dec. 31, Sept. 30, Dec. 31, Millions of dollars 1998 1998 1997 NET SALES Specialties & Intermediates $ 964 $ 995 $1,051 Basic Chemicals & Polymers 383 421 600 Intersegment Eliminations (58) (66) (112) Total $1,289 $1,350 $1,539 OPERATING PROFIT (LOSS) Specialties & Intermediates $ 232 $ 233 $ 122 Basic Chemicals & Polymers (45) (13) 98 Other (9) (30) (4) Total $ 178 $ 190 $ 216 DEPRECIATION AND AMORTIZATION Specialties & Intermediates $ 65 $ 61 $ 53 Basic Chemicals & Polymers 36 34 31 Total $ 101 $ 95 $ 84 CAPITAL EXPENDITURES Specialties & Intermediates $ 106 $ 111 $ 137 Basic Chemicals & Polymers 105 103 75 Total $ 211 $ 214 $ 212 - MORE - Page 7 of 8 UNION CARBIDE CORPORATION AND SUBSIDIARIES SEGMENT DATA Year Ended Dec. 31, Millions of dollars 1998 1997 NET SALES Specialties & Intermediates $4,139 $4,453 Basic Chemicals & Polymers 1,802 2,420 Intersegment Eliminations (282) (371) Total $5,659 $6,502 OPERATING PROFIT (LOSS) Specialties & Intermediates $ 833 $ 667 Basic Chemicals & Polymers 20 386 Other (50) (8) Total $ 803 $1,045 DEPRECIATION AND AMORTIZATION Specialties & Intermediates $ 247 $ 214 Basic Chemicals & Polymers 142 126 Total $ 389 $ 340 CAPITAL EXPENDITURES Specialties & Intermediates $ 438 $ 458 Basic Chemicals & Polymers 344 297 Total $ 782 $ 755 - MORE - Page 8 of 8 UNION CARBIDE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET Millions of Dollars at December 31, 1998 1997 (Note) ASSETS Cash and cash equivalents $ 49 $ 20 Notes and accounts receivable 933 993 Inventories 667 604 Other current assets 257 249 Current assets 1,906 1,866 Net fixed assets 4,181 3,780 Investments and other assets 1,204 1,318 Total Assets $7,291 $6,964 LIABILITIES AND STOCKHOLDERS' EQUITY Short-term debt and current portion of long-term debt $ 426 $ 429 Other current liabilities 1,044 1,075 Current liabilities 1,470 1,504 Long-term debt 1,796 1,458 Other long-term obligations 1,576 1,654 Stockholders' equity 2,449 2,348 Total Liabilities and Stockholders' Equity $7,291 $6,964 <FN> Note: Marketable Securities have been reclassified from "Cash and cash equivalents" to "Other current assets" to conform with the current year's presentation. </FN> - 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