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Securities and Exchange Commission, Washington, D.C. 20549
Annual Report on Form 10-K for the year ended December 31, 1997.
Filed pursuant to Section 13 of the Securities Exchange Act of 1934.
Commission file number 1-1463
Union Carbide Corporation
1997 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
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
At February 27, 1998, 136,995,590 shares of common stock were outstanding.
Non-affiliates held 133,765,732 of those shares, of which the aggregate market
value was $6.212 billion.
Documents incorporated by reference:
Annual report to stockholders for the year ended December 31, 1997 (Parts I
and II)
Proxy statement for the annual meeting of stockholders to be held on April 22,
1998 (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 7a: Quantitative and Qualitative Disclosures About Market Risk 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
1997 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, currency
exchange rates, global economic conditions, particularly in Southeast Asia,
disruption in railroad and other transportation facilities, competitive
technology positions, failure to achieve technology objectives and failure to
achieve the corporation's cost reduction targets or to complete construction
projects on schedule. Some of these factors are discussed further in Part I,
Item 1: Business.
Definition of Terms: See page 44 of the 1997 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,
ethylene oxide and ethylene glycol for sale to third-party customers, as well
as propylene, ethylene, ethylene oxide and ethylene glycol for consumption by
the Specialties & Intermediates segment. The profitability of the Basic
Chemicals & Polymers segment of the chemicals and plastics industry is highly
cyclical, whereas that of the Specialties & Intermediates segment is less
cyclical. Consequently, Union Carbide's results are subject to the swings of
the business cycle in both the highly volatile Basic Chemicals & Polymers
segment and the less volatile Specialties & Intermediates segment. See page 1,
pages 6 through 8, and "Summary and Outlook" on pages 9 through 11 of the 1997
annual report to stockholders for further information about Union Carbide's
businesses, and Note Five on pages 28 and 29 of the 1997 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 1997, 11,813 people were employed in the manufacturing facilities,
laboratories and offices of the corporation and its consolidated subsidiaries
around the world.
Raw Materials, Products and Markets-See information herein and in the 1997
annual report to stockholders on pages 6 through 8. The products of Union
Carbide are principally sold 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.
- 1 -
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 expensed $157 million in 1997, $159 million in 1996, and
$144 million in 1995 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 12
and 13 of the 1997 annual report to stockholders and Note Seventeen on pages
39 and 40 thereof.
Insurance-Union Carbide's policy is to obtain public liability and other
insurance coverage at terms and conditions and a cost that management
considers fair and reasonable. Union Carbide's management believes it has a
prudent risk management policy in effect, and it periodically reviews its
insurance coverage as to scope and amount and makes adjustments as deemed
necessary. There is no assurance, however, that Union Carbide will not incur
losses beyond the limits, or outside the coverage, of its insurance. Such
insurance is subject to substantial corporate retentions.
Competition-Each of the major product and service areas in which Union Carbide
participates is highly competitive. In some instances competition comes from
manufacturers of the same products as those produced by Union Carbide and in
other cases from manufacturers of different products 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 primarily on product functionality and quality, with the
more unique products commanding significant price 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 1997 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.
Union Carbide's international operations face competition from local producers
and global competitors and a number of risks inherent in carrying on business
outside the United States, including risks of nationalization, expropriation,
restrictive action by local governments and changes in currency exchange
rates, in addition to the risks stated above.
- 2 -
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 1997 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 is
located in Danbury, Connecticut, and is 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,
ethanolamines, oxo alcohols
New Jersey Bound Brook Polyols, polyethylene compounding
New Jersey Edison Lanolin derivatives
New Jersey Somerset Latexes
Puerto Rico Bayamon Latexes
Texas Garland Latexes
Texas Seadrift Ethanolamines, glycol ethers,
surfactants, polyethylene
Texas Texas City Organic acids and esters, alcohols,
surfactants, vinyl acetate, solution
vinyl resins, heat transfer fluids
Washington Washougal Crystals
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 (Cypress Plant) Polypropylene
Louisiana Taft Ethylene oxide and glycol, olefins
Louisiana Taft (Star Plant) Polyethylene
Texas Seadrift Ethylene oxide and glycol, olefins,
polyethylene, polypropylene
Texas Texas City Olefins
- 3 -
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; Houston and Texas City,
Texas; and South Charleston, West Virginia. Research and development for the
Basic Chemicals & Polymers segment is carried on at technical centers in Bound
Brook and Somerset, New Jersey; Houston, Texas; and South Charleston, West
Virginia. Process and design engineering for both segments is conducted at a
technical center in South Charleston, West Virginia and in Houston, Texas, 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 Vilvoorde Lanolin derivatives
Belgium Zwijndrecht Hydroxyethyl cellulose
Brazil Aratu Hydroxyethyl cellulose
Brazil Cabo Vinyl acetate
Brazil Cubatao Polyethylene
Ecuador Guayaquil Latex
Indonesia Jakarta Latex
Malaysia Seremban Latex
People's Republic of China Guangdong Latex, hydroxyethyl cellulose
derivatives
People's Republic of China Shanghai Latex
Philippines Batangas Latex
Sri Lanka Colombo Latex
Thailand Nonthaburi Latex
United Arab Emirates Dubai Latex
United Kingdom Wilton Glycol ethers, ethanolamines
Basic Chemicals & Polymers Segment
Canada Prentiss Ethylene glycol
United Kingdom Wilton Ethylene oxide and glycol
Research and development for the Specialties & Intermediates segment is
carried on at international facilities in Zwijndrecht, Belgium; Cubatao,
Brazil; Montreal East, Canada; Jurong, Singapore and Meyrin (Geneva),
Switzerland.
Item 3. Legal Proceedings
See Note Seventeen of Notes to Financial Statements on pages 39 and 40 of the
1997 annual report to stockholders.
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 1997.
- 4 -
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 to 20 of the 1997 annual report to stockholders.
Information about the stock exchanges where the stock is traded in the United
States is listed on page 42 of the 1997 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 1997 annual report to stockholders.
Sales of Unregistered Securities - During 1997, put options were sold to
institutional investors in a series of private placements exempt from
registration under Section 4(2) of the Securities Act of 1933, entitling the
holders to sell 2,710,469 shares of Union Carbide Corporation common stock to
the corporation, at prices ranging from $44.50 to $50.00 per share. Premiums
received for the sales of the options totaled $3,216,022.
Item 6. Selected Financial Data
Information pertaining to consolidated operations is included under the
captions "From the Income Statement," and "From the Balance Sheet", and
dividend information is included under the caption "Other Data" in the
Selected Financial Data on pages 18 and 19 of the 1997 annual report to
stockholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
See the information covered in the 1997 annual report to stockholders on pages
9 through 17.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
See the information covered in the 1997 annual report to stockholders on page
11.
Item 8. Financial Statements and Supplementary Data
The consolidated balance sheet of Union Carbide Corporation and subsidiaries
at December 31, 1997 and 1996, and the consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, together with the report thereon of KPMG Peat
Marwick LLP dated January 16, 1998, are contained on pages 21 through 41 of
the 1997 annual report to stockholders.
Quarterly income statement data is contained on page 20 of the 1997 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.
- 5 -
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 22, 1998.
The principal executive officers of the corporation are as follows. Data is as
of March 19, 1998.
Name Age Position Year
First
Elected
William H. Joyce 62 Chairman of the Board, President and Chief
Executive Officer 1993
Joseph S. Byck 56 Vice-President 1991
James F. Flynn 55 Vice-President 1993
Joseph E. Geoghan 60 Vice-President, General Counsel and Secretary 1987
Malcolm A. Kessinger 54 Vice-President 1991
Lee P. McMaster 55 Vice-President 1993
Joseph C. Soviero 59 Vice-President 1993
Roger B. Staub 63 Vice-President 1993
John K. Wulff 49 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.
- 6 -
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
Joseph S. Byck Vice-President 1991 to present
Vice-President, Union Carbide Chemicals
and Plastics Company Inc. 1991 to 1994
James F. Flynn Vice-President 1993 to present
Joseph E. Geoghan Vice-President, General Counsel and
Secretary 1990 to present
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
Joseph C. Soviero Vice-President 1993 to present
Roger B. Staub Vice-President 1993 to present
John K. Wulff Vice-President, Chief Financial Officer
and Controller 1996 to present
Vice-President, Controller and Principal
Accounting Officer 1989 to 1996
See "Section 16(a) Beneficial Ownership Reporting Compliance" on page 23 of
the proxy statement for the annual meeting of stockholders to be held on April
22, 1998.
- 7 -
Part III (Cont.)
Item 11. Executive Compensation
See pages 18 through 21 of the proxy statement for the annual meeting of
stockholders to be held on April 22, 1998.
Item 12. Security Ownership of Certain Beneficial Owners and Management
See pages 22 and 23 of the proxy statement for the annual meeting of
stockholders to be held on April 22, 1998.
Item 13. Certain Relationships and Related Transactions
See pages 10 and 13 of the proxy statement for the annual meeting of
stockholders to be held on April 22, 1998.
- 8 -
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 21 through
40 and the Independent Auditors' Report set forth on page 41 of the
1997 annual report to stockholders are incorporated by reference in
this Annual Report on Form 10-K.
2. The Report on Schedule of KPMG Peat Marwick LLP appears on page 10 of
this Annual Report on Form 10-K.
3. The following schedule should be read in conjunction with the
consolidated financial statements incorporated by reference in Item 8
of this Annual Report on Form 10-K. Schedules other than those listed
have been omitted because they are not applicable.
Page in this
Form 10-K Report
Valuation and Qualifying Accounts (Schedule II),
three years ended December 31, 1997 11
(b) No reports on Form 8-K were filed for the three months ended December 31,
1997.
(c) Exhibits-See Exhibit Index on pages 13 through 16 for exhibits filed with
this Annual Report on Form 10-K.
- 9 -
Part IV (Cont.)
Report of Independent Auditors
The Board of Directors
Union Carbide Corporation
Under date of January 16, 1998, we reported on the consolidated balance sheets
of Union Carbide Corporation and subsidiaries as of December 31, 1997 and
1996, 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, 1997, as contained on pages 21 through 40 in the 1997 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
1997. In connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related financial statement
schedule as listed in Item 14(a)3. This financial statement schedule is the
responsibility of the corporation's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Stamford, Conn.
January 16, 1998
- 10 -
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, 1997
Allowance for
doubtful accounts $10 $3 $2 $11
Millions of dollars, year ended December 31, 1996
Allowance for
doubtful accounts $11 $1 $2 $10
Millions of dollars, year ended December 31, 1995
Allowance for
doubtful accounts $11 $5 $5 $11
- 11 -
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 19, 1998
/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 19, 1998.
/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. Ridgeway
John K. Wulff Rainer E. Gut Rozanne L. Ridgway
Vice-President, Chief Financial Director Director
Officer and Controller
/s/ Vernon E. Jordan, Jr. /s/ James M. Ringler /s/ William S. Sneath
Vernon E. Jordan, Jr. James M. Ringler William S. Sneath
Director Director Director
- 12 -
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, amended as of December 3, 1996 (See
Exhibit 3.2.1 of the Corporation's 1996 Form 10-K).
4.1 Indenture dated as of June 1, 1995, between the Corporation and the
Chase Manhattan Bank (formerly Chemical Bank), Trustee (See Exhibit
4.1.2 to the Corporation's Form S-3 effective October 13, 1995, Reg.
No. 33-60705).
4.2 The Corporation will furnish to the Commission upon request any other
debt instrument referred to in item 601(b)(4)(iii) (A) of Regulation
S-K.
4.3.1 Rights Agreement, dated as of July 26, 1989, as amended and restated
as of May 27, 1992, between the Corporation and Chase Mellon
Shareholder Services Inc. (successor to Manufacturers Hanover Trust
Company), as Rights Agent (See Exhibit 4(a) to the Corporation's
Form 8 filed with the Commission on June 1, 1992, file number:
1-10297).
4.3.2 Amendment to Rights Agreement, dated as of December 3, 1996, between
the Corporation and Chase Mellon Shareholder Services Inc. as
Successor Rights Agent (See Exhibit 99.1 of the Corporation's Form 8-K
dated December 3, 1996).
10.1 Indemnity Agreement dated as of December 8, 1997, between the
Corporation and James F. Flynn. The Indemnity Agreement filed with the
Commission is substantially identical in all material respects, except
as to the parties thereto and dates thereof, with Indemnity Agreements
between the Corporation and each other person who is a director or
officer of the Corporation.
10.2.1 1988 Union Carbide Long-Term Incentive Plan (See Exhibit 10.14.1 of
the Corporation's 1993 Form 10-K).
10.2.2 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).
10.2.3 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).
10.2.4 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.
10.2.5 Resolutions adopted by the Compensation and Management Development
Committee of the Board of Directors of the Corporation on June 30,
1992, with respect to stock options granted under the 1984 Union
Carbide Stock Option Plan and the 1988 Union Carbide Long-Term
Incentive Plan.
10.2.6 Amendment to the 1988 Union Carbide Long-Term Incentive Plan effective
October 1, 1997.
10.3.1 1983 Union Carbide Bonus Deferral Program (See Exhibit 10.4.1 of the
Corporation's 1996 Form 10-K).
- 13 -
Exhibit Index (Cont.)
Exhibit No.
10.3.2 Amendment to the 1983 Union Carbide Bonus Deferral Program effective
January 1, 1992.
10.4.1 1984 Union Carbide Cash Bonus Deferral Program (See Exhibit 10.5.1 of
the Corporation's 1996 Form 10-K).
10.4.2 Amendment to the 1984 Union Carbide Cash Bonus Deferral Program
effective January 1, 1986 (See Exhibit 10.5.2 of the Corporation's
1996 Form 10-K).
10.4.3 Amendment to the 1984 Union Carbide Cash Bonus Deferral Program
effective January 1, 1992.
10.5.1 Equalization Benefit Plan for Participants of the Retirement Program
Plan for Employees of Union Carbide Corporation and its Participating
Subsidiary Companies (See Exhibit 10.6.1 of the Corporation's 1996
Form 10-K).
10.5.2 Amendment to the Equalization Benefit Plan effective January 1, 1994
(See Exhibit 10.18.2 of the Corporation's 1994 Form 10-K).
10.6.1 Supplemental Retirement Income Plan (See Exhibit 10.7.1 of the
Corporation's 1996 Form 10-K).
10.6.2 Amendment to the Supplemental Retirement Income Plan effective January
1, 1994 (See Exhibit 10.19.3 of the Corporation's 1994 Form 10-K).
10.6.3 Amendment to the Supplemental Retirement Income Plan effective January
1, 1995 (See Exhibit 10.18.3 of the Corporation's 1995 Form 10-K).
10.7 Union Carbide Non-Employee Directors' Compensation Deferral Plan
effective February 1, 1997.
10.8 Severance Compensation Agreement, dated February 10, 1998, between the
Corporation and Ron J. Cottle. The Severance Compensation Agreement
filed with the Commission is substantially identical in all material
aspects, except as to the parties thereto and dates thereof, with
Agreements between the Corporation and other officers and employees of
the Corporation.
10.9 Resolution adopted by the Board of Directors of the Corporation on
November 30, 1988, with respect to an executive life insurance program
for officers and certain other employees (See Exhibit 10.22 of the
Corporation's 1993 Form 10-K).
10.10 1997 Union Carbide Variable Compensation Plan effective July 1, 1997.
10.11.1 Union Carbide Corporation Benefits Protection Trust, amended and
restated effective August 29, 1997.
10.11.2 Amendment to the Union Carbide Corporation Benefits Protection Trust
effective November 1, 1997.
10.12 Resolutions adopted by the Board of Directors of the Corporation on
February 24, 1988, with respect to the purchase of annuities to cover
liabilities of the Corporation under the Equalization Benefit Plan for
Participants of the Retirement Program Plan for Employees of Union
Carbide Corporation and its Participating Subsidiary Companies and the
Supplemental Retirement Income Plan (See Exhibit 10.25 of the
Corporation's 1994 Form 10-K).
10.13 Resolutions adopted by the Board of Directors of the Corporation on
June 28, 1989, with respect to the purchase of annuities to cover
liabilities of the Corporation under the Supplemental Retirement
Income Plan (See Exhibit 10.26 of the Corporation's 1994 Form 10-K).
10.14.1 Union Carbide Corporation Non-Employee Directors' Retirement Plan (See
Exhibit 10.27 of the Corporation's 1994 Form 10-K).
10.14.2 Amendment to the Union Carbide Corporation Non-Employee Directors'
Retirement Plan effective May 1, 1997.
- 14 -
Exhibit Index (Cont.)
Exhibit No.
10.15.1 1994 Union Carbide Long-Term Incentive Plan (See Exhibit 10.28 of the
Corporation's 1994 Form 10-K).
10.15.2 Amendment to the 1994 Union Carbide Long-Term Incentive Plan effective
October 1, 1997.
10.16.1 Union Carbide Compensation Deferral Program effective January 1, 1995
(See Exhibit 10.28 of the Corporation's 1995 Form 10-K).
10.16.2 Amendment to Union Carbide Compensation Deferral Program effective
January 1, 1995 (See Exhibit 10.17.2 of the Corporation's 1996 Form
10-K).
10.16.3 Amendment to Union Carbide Compensation Deferral Program effective
December 31, 1996 (See Exhibit 10.17.3 of the Corporation's 1996 Form
10-K).
10.17 Excess Long-Term Disability Plan effective January 1, 1994 (See
Exhibit 10.30 of the Corporation's 1994 Form 10-K).
10.18 1995 Union Carbide Performance Incentive Plan (See Appendix A of the
Corporation's proxy statement for the annual meeting of stockholders
held on April 26, 1995).
10.19.1 1997 Union Carbide Long-Term Incentive Plan (See Appendix A of the
Corporation's proxy statement filed with the Commission March 12,
1997, file number: 001-01463).
10.19.2 Amendment to the 1997 Union Carbide Long-Term Incentive Plan effective
April 23, 1997.
10.20 1997 Stock Option Plan for Non-Employee Directors of Union Carbide
Corporation (See Appendix B of the Corporation's proxy statement filed
with the Commission March 12, 1997, file number: 001-01463).
10.21 1997 Union Carbide Corporation EPS Incentive Plan.
10.22 The Mid-Career Hire Plan for Employees of Union Carbide Corporation
and Its Participating Subsidiary Companies, effective December 3,
1996.
10.23.1 Completion Guarantee dated September 15, 1996 by the Corporation and
its partner, Petrochemical Industries Company K.S.C., for the benefit
of certain banks with respect to construction of a petrochemicals
complex in Kuwait (See Exhibit 10.1 of the Corporation's Form 10-Q for
the quarter ended September 30, 1996).
10.23.2 Definitions Agreement dated September 15, 1996 among the Corporation
and various parties relating to Exhibit 10.23.1 (See Exhibit 10.2 of
the Corporation's Form 10-Q for the quarter ended September 30, 1996).
11 Computation of Earnings per Share for the Five Years Ended December
31, 1997.
13 The Corporation's 1997 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 Consent of KPMG Peat Marwick LLP.
27.1 Financial Data Schedule for the year ended December 31, 1997.
27.2 Restated Financial Data Schedule for the years ended December 31, 1996
and 1995.
27.3 Restated Financial Data Schedule for the nine months ended September
30, 1997, the six months ended June 30, 1997 and the three months
ended March 31, 1997.
27.4 Restated Financial Data Schedule for the nine months ended September
30, 1996, the six months ended June 30, 1996 and the three months
ended March 31, 1996.
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Exhibit Index (Cont.)
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.
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