UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to___________

Commission File Number: 1-1463

Union Carbide Corporation

(Exact name of registrant as specified in its charter)


New York						13-1421730
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

7501 STATE HIGHWAY 185 NORTH, SEADRIFT, TX 77983

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 361-553-~~2997~~2769

Securities registered pursuant to Section 12(b) 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 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑

Yes

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☑

Yes

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐

Yes

☑

At ~~October~~April 2526, ~~2023~~2024, 935.51 shares of common stock were outstanding, all of which were held by the registrant’s parent, The Dow Chemical Company.

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) for Form 10-Q and is therefore filing this form with a reduced disclosure format.

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Union Carbide Corporation

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

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		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	4

	Consolidated Statements of Income.	4

	Consolidated Statements of Comprehensive Income.	5

	Consolidated Balance Sheets.	6

	Consolidated Statements of Cash Flows.	7

	Consolidated Statements of Equity.	8

	Notes to the Consolidated Financial Statements.	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	15

	Results of Operations.	15

	Other Matters.	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18

Item 4.	Controls and Procedures.	18

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	19

Item 1A.	Risk Factors.	19

Item 4.	Mine Safety Disclosures.	19

Item 6.	Exhibits.	19

SIGNATURES		20

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Union Carbide Corporation and Subsidiaries

Throughout this Quarterly Report on Form 10-Q, except as otherwise indicated by the context, the terms "Corporation" or "UCC" as used herein mean Union Carbide Corporation and its subsidiaries.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this report are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond the Corporation’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of UCC's products; UCC's expenses, future revenues and profitability; any global and regional economic impacts of a pandemic or other public health-related risks and events on the Corporation’s business; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing ~~conflict~~conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to UCC’s contemplated capital and operating projects; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect UCC's intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in public sentiment and political leadership; increased concerns about plastics in the environment and lack of a circular economy for plastics at scale; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing ~~conflict~~conflicts between Russia and Ukraine and in the Middle East; weather events and natural disasters; disruptions in the Corporation’s information technology networks and systems, including the impact of cyberattacks; and, since The Dow Chemical Company ("TDCC"), a wholly owned subsidiary of Dow Inc. (together, with TDCC and its consolidated subsidiaries, "Dow"), is the primary customer of UCC,: Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe; the size of the markets for Dow’s products and services and its ability to compete in such markets; Dow's failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; and changes in relationships with Dow’s significant customers and suppliers.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" contained in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023. These are not the only risks and uncertainties that the Corporation faces. There may be other risks and uncertainties that the Corporation is unable to identify at this time or that it does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on the Corporation’s business. The Corporation assumes no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

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PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Income

	Three Months Ended				~~Nine Months Ended~~
In millions (Unaudited)	~~Sep~~Mar 3031,~~2023~~2024		~~Sep~~Mar 3031,~~2022~~2023		~~Sep 30,2023~~		~~Sep 30,2022~~
Net trade sales	$	3031	$	5437	$	94	$	~~157~~
Net sales to related companies	1,~~108~~067		1,~~284~~038		~~3,284~~		~~4,228~~
Total net sales	1,~~138~~098		1,~~338~~075		~~3,378~~		~~4,385~~
Cost of sales	~~1,007~~931		~~1,163~~981		~~2,913~~		~~3,687~~
Research and development expenses	5		6		16		20
Selling, general and administrative expenses	2		42		8		8
Restructuring and asset related charges - net	—		—14		14		—
Sundry income (expense) - net	(2225)		(1222)		~~(67)~~		~~(40)~~
Interest income	1033		611		30		9
Interest expense and amortization of debt discount	3		6		13		20
Income before income taxes	~~109~~165		~~153~~55		~~377~~		~~619~~
Provision for income taxes	2336		3410		79		~~144~~
Net income attributable to Union Carbide Corporation	$	86129	$	~~119~~45	$	~~298~~	$	~~475~~
Depreciation	$	3728	$	4138	$	~~113~~	$	~~124~~
Capital expenditures	$	8376	$	4158	$	~~203~~	$	91

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

	Three Months Ended				~~Nine Months Ended~~
In millions (Unaudited)	~~Sep~~Mar 3031,~~2023~~2024		~~Sep~~Mar 3031,~~2022~~2023		~~Sep 30,2023~~		~~Sep 30,2022~~
Net income attributable to Union Carbide Corporation	$	86129	$	~~119~~45	$	~~298~~	$	~~475~~
Other comprehensive income, net of tax
Cumulative translation adjustments	—1		—1		2		—
Pension and other postretirement benefit plans	910		199		28		57
Total other comprehensive income	911		1910		30		57
Comprehensive income attributable to Union Carbide Corporation	$	95140	$	~~138~~55	$	~~328~~	$	~~532~~

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	~~Sep~~Mar 3031,~~2023~~2024		Dec 31,~~2022~~2023
Assets
Current Assets
Cash and cash equivalents	$	1011	$	1011
Accounts receivable:
Trade (net of allowance for doubtful receivables 2023: $—; 2022: $—)	25		40
Trade (net of allowance for doubtful receivables 2024: $—; 2023: $—)	21		16
Related companies	~~828~~1,111		~~766~~700
Other	2017		2414
Income taxes receivable	~~210~~26		~~211~~238
Notes receivable from related companies	~~718~~659		~~958~~799
Inventories	~~248~~251		~~256~~227
Other current assets	2726		3836
Total current assets	2,~~086~~122		2,~~303~~041
Investments
Investments in related companies	237		237
Other investments	1614		2315
Noncurrent receivables	9669		9199
Noncurrent receivables from related companies	551,598		611,598
Total investments	~~404~~1,918		~~412~~1,949
Property
Property	75,~~283~~480		75,~~104~~406
Less accumulated depreciation	64,~~018~~540		54,~~922~~512
Net property	~~1,265~~940		~~1,182~~894
Other Assets
Intangible assets (net of accumulated amortization 2023: $102; 2022: $100)	8		9
Intangible assets (net of accumulated amortization 2024: $93; 2023: $93)	7		7
Operating lease right-of-use assets	~~104~~82		~~107~~85
Deferred income tax assets	~~232~~246		~~239~~257
Deferred charges and other assets	4133		3739
Total other assets	~~385~~368		~~392~~388
Total Assets	$	45,~~140~~348	$	45,~~289~~272
Liabilities and Equity
Current Liabilities
Notes payable to related companies	$	2624	$	5168
Notes payable - other	2—		41
Long-term debt due within one year	31		~~132~~1
Accounts payable:
Trade	~~388~~314		~~284~~286
Related companies	~~426~~464		~~411~~420
Other	2117		1612
Operating lease liabilities - current	2217		2117
Income taxes payable	3035		3330
Asbestos-related liabilities - current	8082		9080
Accrued and other current liabilities	~~161~~107		~~145~~116
Total current liabilities	1,~~159~~061		1,~~187~~031
Long-Term Debt	~~260~~259		~~262~~259
Other Noncurrent Liabilities
Pension and other postretirement benefits - noncurrent	~~279~~385		~~298~~395
Asbestos-related liabilities - noncurrent	~~804~~762		~~857~~787
Operating lease liabilities - noncurrent	8265		8768
Other noncurrent obligations	~~278~~554		~~254~~567
Total other noncurrent liabilities	1,~~443~~766		1,~~496~~817
Stockholder's Equity
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	—		—
Additional paid-in capital	~~141~~1,034		~~141~~1,034
Retained earnings	2,~~509~~560		2,~~605~~474
Accumulated other comprehensive loss	(1,~~372~~332)		(1,~~402~~343)
Union Carbide Corporation's stockholder's equity	12,~~278~~262		12,~~344~~165
Total Liabilities and Equity	$	45,~~140~~348	$	45,~~289~~272

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Nine Months Ended
	Three Months Ended
In millions (Unaudited)	~~Sep~~Mar 3031,~~2023~~2024		~~Sep~~Mar 3031,~~2022~~2023
Operating Activities
Net income attributable to Union Carbide Corporation	$	~~298~~129	$	~~475~~45
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~132~~35		~~150~~43
Provision (credit) for deferred income tax	~~(1)~~8		8(4)
Net gain on sales of property and investments	~~(1)~~—		(1)
Restructuring and asset related charges - net	14		—
Net gain on sale of ownership interest in related party	(2)		—
Net periodic pension benefit cost	29		6
Restructuring and asset related charges - net	—		14
Pension contributions	(2)		(2)
Net periodic pension benefit cost	7		10
Other, net	(1)		(2)
Pension contributions	—		(1)
Other, net	(1)		—
Changes in assets and liabilities:
Accounts and notes receivable	19(8)		25
Related company receivables	~~178~~(271)		~~297~~111
Inventories	8(24)		(3738)
Accounts payable	~~109~~33		~~(37)~~42
Related company payables	~~(10)~~—		(6945)
Asbestos-related payments	(6323)		(5818)
Other assets and liabilities	7235		~~128~~21
Cash provided by operating activities	~~716~~118		~~860~~184
Investing Activities
Capital expenditures	(~~203~~76)		(9158)
Change in noncurrent receivable from related company	6—		(1)
Proceeds from sales of property	2		1
Proceeds from sale of ownership interest in related party	2		—
Proceeds from sales of investments	7		—
Proceeds from sales of property	—		1
Cash used for investing activities	(188)		(91)
Proceeds from sales of investments	—		7
Cash used for investing activities	(74)		(49)
Financing Activities
Dividends paid to parent	(~~394~~43)		(~~768~~135)
Changes in short-term notes payable	(21)		—1
Payments on long-term debt	~~(132)~~—		(21)
Cash used for financing activities	(~~528~~44)		(~~770~~135)
Summary
Decrease in cash and cash equivalents	—		(1)
Increase in cash and cash equivalents	—		—
Cash and cash equivalents at beginning of period	1011		1110
Cash and cash equivalents at end of period	$	1011	$	10

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Equity

Three Months Ended

~~Nine Months Ended~~

In millions (Unaudited)

~~Sep~~Mar 3031,~~2023~~2024

~~Sep~~Mar 3031,~~2022~~2023

~~Sep 30,2023~~

~~Sep 30,2022~~

Common Stock

Balance at beginning and end of period

—

Additional Paid-in Capital

Balance at beginning and end of period

~~141~~1,034

141

~~141~~

Retained Earnings

Balance at beginning of period

2,~~567~~474

2,~~909~~605

~~2,605~~

~~3,074~~

Net income attributable to Union Carbide Corporation

86129

~~119~~45

~~298~~

~~475~~

Dividends declared

(~~144~~43)

(~~247~~135)

~~(394)~~

~~(768)~~

Balance at end of period

2,~~509~~560

2,~~781~~515

~~2,509~~

~~2,781~~

Accumulated Other Comprehensive Loss, Net of Tax

Balance at beginning of period

(1,~~381~~343)

(1,~~513~~402)

~~(1,402)~~

~~(1,551)~~

Other comprehensive income

911

1910

Balance at end of period

(1,~~372~~332)

(1,~~494~~392)

~~(1,372)~~

~~(1,494)~~

Union Carbide Corporation's Stockholder's Equity

12,~~278~~262

1,~~428~~264

~~1,278~~

~~1,428~~

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries
(Unaudited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Note		Page
1	Consolidated Financial Statements	9
2	Recent Accounting Guidance	10
3	Revenue	10
4	Restructuring and Asset Related Charges - Net	1011
5	Inventories	11
6	Supplier Finance Program	11
7	Commitments and Contingencies	1112
8	Leases	12
9	Accumulated Other Comprehensive Loss	13
10	Pension and Other Postretirement Benefit Plans	13
11	Fair Value Measurements	14
12	Related Party Transactions	14

NOTE 1 - CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The unaudited interim consolidated financial statements of Union Carbide Corporation and its subsidiaries (the "Corporation" or "UCC") were prepared in accordance with accounting principles generally accepted in the United States of America and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 ("~~2022~~2023 10-K").

The Corporation is a wholly owned subsidiary of The Dow Chemical Company ("TDCC"). In accordance with the accounting guidance for earnings per share, the presentation of earnings per share is not required in financial statements of wholly owned subsidiaries.

TDCC conducts its worldwide operations through global businesses. The Corporation’s business activities comprise components of TDCC’s global operations rather than stand-alone operations. Because there are no separate reportable business segments for UCC under the accounting guidance related to segment reporting and no detailed business information is provided to a chief operating decision maker ("CODM") regarding the Corporation’s stand-alone operations, the Corporation’s results are reported as a single operating segment.

Intercompany transactions and balances are eliminated in consolidation. Transactions with the Corporation’s parent company, TDCC, and other subsidiaries of TDCC, have been reflected as related company transactions in the consolidated financial statements. See Note 12 for additional information.

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NOTE 2 - RECENT ACCOUNTING GUIDANCE

~~Recently~~Accounting Guidance Issued But Not Adopted ~~Accounting~~at ~~Guidance~~March 31, 2024

In ~~the~~November ~~first quarter of~~ 2023, the ~~Corporation~~Financial ~~adopted~~Accounting ~~the~~Standards ~~interim~~Board ~~period~~("FASB") ~~disclosure~~issued ~~requirements of~~ Accounting Standards Update ("ASU") ~~2022~~ 2023-0407, "~~Liabilities~~Segment —Reporting ~~Supplier Finance Programs~~ (~~Subtopic 405-50~~Topic 280): ~~Disclosure~~Improvements ofto ~~Supplier~~Reportable ~~Finance~~Segment ~~Program Obligations.~~Disclosures," ~~The~~which ~~ASU,~~is ~~issued in September 2022, requires disclosures~~ intended to ~~enhance~~improve ~~the~~reportable ~~transparency~~segment ofdisclosure ~~supplier~~requirements, ~~finance~~primarily ~~programs.~~through ~~Specifically,~~enhanced ~~the~~disclosures ~~amendments~~about ~~require~~significant ~~buyers~~segment inexpenses, aallowing ~~supplier~~financial ~~finance~~statement ~~program~~users to ~~disclose~~better ~~sufficient~~understand ~~information about~~ the ~~program~~components toof ~~allow~~ a ~~user~~segment's ofprofit ~~financial~~or ~~statements~~loss to ~~understand~~assess ~~the~~potential ~~program’s~~future ~~nature,~~cash ~~activity~~flows ~~during~~for ~~the~~each ~~period,~~reportable ~~changes~~segment ~~from~~and ~~period~~the toentity ~~period~~as ~~and~~a ~~potential magnitude~~whole. The amendments ~~are~~expand ~~effective~~a ~~for~~public ~~fiscal~~entity's ~~years~~segment ~~beginning~~disclosures ~~after~~by ~~December~~requiring ~~15,~~disclosure ~~2022,~~of ~~including~~significant ~~interim~~segment ~~periods~~expenses ~~within~~that ~~those~~are ~~fiscal~~regularly ~~years,~~provided ~~except~~to ~~for~~the ~~disclosure~~CODM, ofclarifying ~~rollforward~~when ~~information,~~an ~~which~~entity ismay ~~required~~report toone beor ~~disclosed~~more ~~annually~~additional ~~and~~measures isto ~~effective~~assess ~~for~~segment ~~fiscal~~performance, ~~years~~requiring ~~beginning~~enhanced ~~after~~interim ~~December 15~~disclosures, ~~2023.~~providing ~~Early~~new ~~adoption~~disclosure isrequirements ~~permitted.~~for ~~The~~entities ~~amendments~~with ~~should~~a besingle ~~applied~~reportable ~~retrospectively~~segment, toand ~~each~~requiring ~~period~~other innew ~~which~~disclosures. aThe ~~balance~~amendments ~~sheet~~are iseffective ~~presented,~~for ~~except~~fiscal ~~for~~years ~~disclosure~~beginning ofafter ~~rollforward~~December 15, ~~information~~2023, ~~which~~and ~~should~~interim beperiods ~~applied~~within ~~prospectively.~~fiscal ~~The~~years ~~Corporation~~beginning ~~expects~~after toDecember 15, ~~early~~2024, ~~adopt~~and ~~the~~early ~~annual~~adoption ~~requirement~~is topermitted. ~~disclose~~The ~~rollforward~~adoption ~~information~~of ~~prospectively beginning in~~ the ~~2023~~ASU ~~annual~~is ~~financial~~not ~~statements.~~expected ~~See~~to ~~Note 6~~have ~~for~~a ~~disclosures~~material ~~related~~impact toon the Corporation's ~~supplier~~consolidated ~~finance~~financial ~~program~~statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. The adoption of the ASU is not expected to have a material impact on the Corporation's consolidated financial statements.

SEC Final Rules Not Adopted at March 31, 2024

In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted final rules under SEC Release Nos. 33-11275 and 34-99678, "The Enhancement and Standardization of Climate-Related Disclosures for Investors," which requires registrants to disclose certain climate-related information in registration statements and annual reports. The final rules include requirements to disclose material climate-related risks; activities to mitigate or adapt to such risks; information about the board of directors' oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant's business, results of operations, or financial condition. Registrants are also required to disclose the financial statement effects of severe weather events and other natural conditions in the notes to the financial statements. Certain large registrants are also required to disclose Scope 1 and Scope 2 greenhouse gas emissions, when material. As a non-accelerated filer, the Corporation is not required to disclose such greenhouse gas emissions information. The final rules include a phased-in compliance period for all registrants, with most disclosures required for the Corporation for the year ending December 31, 2027. In April 2024, the SEC informed the U.S. Court of Appeals for the Eighth Circuit ("Court") that it would voluntarily stay the final rules until various legal challenges are resolved by the Court. The Corporation is currently evaluating the impact of the final rules on its consolidated financial statements and annual disclosures.

NOTE 3 - REVENUE

Substantially all of the Corporation's revenue is generated by sales of products to TDCC. Products are sold to and purchased from TDCC at prices determined in accordance with the terms of an agreement between UCC and TDCC. The Corporation sells its products to TDCC to simplify the customer interface process.

The Corporation’s contract liabilities include payments received in advance of performance under long-term contracts for product sales and royalties with remaining contract terms that range up to 1716 years. Amounts are recognized in revenue when the performance obligations for the contract are met. The Corporation has rights to additional consideration when product is delivered to the customer. The balance of contract liabilities was $3130 million at ~~September~~March 3031, ~~2023~~2024 ($3331 million at December 31, ~~2022~~2023), of which $2 million ($2 million at December 31, ~~2022~~2023) was included in "Accrued and other current liabilities" and $2928 million ($3129 million at December 31, ~~2022~~2023) was included in "Other noncurrent obligations" in the consolidated balance sheets.

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The Corporation disaggregates its revenue from contracts with customers by type of customer (net sales to related companies and net sales to trade customers) as presented in the consolidated statements of income and believes this disaggregation best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. Substantially all of the product sales are made to the Corporation's parent company, TDCC, and there are no unique economic factors that affect revenue recognition and cash flows associated with these product sales.

NOTE 4 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

2023 Restructuring Program

In the first quarter of 2023, the Corporation initiated restructuring actions to achieve its structural cost improvement initiatives in response to the continued economic impact from the global recessionary environment and to enhance its agility and long-term competitiveness across the economic cycle. The program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets, which includes asset write-down and write-off charges. As a result of these actions, the Corporation recorded pretax restructuring charges of $14 million, included in "Restructuring and asset related charges - net" in the consolidated statements of income. The charges consisted of severance and related benefit costs of $12 million and asset write-downs and write-offs of $2 million. These actions are expected to be substantially complete by the end of 2024. The Corporation paid $910 million for severance and related benefit costs through ~~September~~March 3031, ~~2023~~2024.

At ~~September~~March 3031, ~~2023~~2024, a$2 million ~~liability~~($2 million at December 31, 2023) for severance and related benefit costs ~~of $1 million~~ was included in "Accrued and other current liabilities" ~~and $2 million was included~~ in ~~"Other noncurrent obligations" in~~ the consolidated balance sheets.

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NOTE 5 - INVENTORIES

The following table provides a breakdown of inventories:

Inventories	~~Sep~~Mar 3031, ~~2023~~2024		Dec 31, ~~2022~~2023
In millions
Finished goods	$	~~193~~215	$	~~218~~189
Work in process	3738		3730
Raw materials	6258		7660
Supplies	9492		87
Total	$	~~386~~403	$	~~418~~366
Adjustment of inventories to the LIFO basis	(~~138~~152)		(~~162~~139)
Total inventories	$	~~248~~251	$	~~256~~227

NOTE 6 - SUPPLIER FINANCE PROGRAM

The Corporation is a party to a supply chain financing (“SCF”) program, facilitated by TDCC, which can be used in the ordinary course of business to extend payment terms with the Corporation's vendors. Under the terms of this program, a vendor can voluntarily enter into an agreement with a participating financial intermediary to sell its receivables due from the Corporation. The vendor receives payment from the financial intermediary, and the Corporation pays the financial intermediary on the terms originally negotiated with the vendor, which generally range from 90 to 120 days. The vendor negotiates the terms of the agreements directly with the financial intermediary and the Corporation is not a party to that agreement. The financial intermediary may allow the participating vendor to utilize TDCC's creditworthiness in establishing credit spreads and associated costs, which may provide the vendor with more favorable terms than they would be able to secure on their own. Neither TDCC nor the Corporation provide guarantees related to the SCF program. At ~~September~~March 3031, ~~2023~~2024, the Corporation's outstanding obligations confirmed as valid under the SCF program were $2527 million ($2927 million at December 31, ~~2022~~2023), included in “Accounts payable – Trade” in the consolidated balance sheets.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

A summary of the Corporation's commitments and contingencies can be found in Note 13 to the Consolidated Financial Statements included in the 2022 10-K, which is incorporated by reference herein.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. At September 30, 2023, the Corporation had accrued obligations of $203 million for probable environmental remediation and restoration costs ($183 million at December 31, 2022), including $37 million for the remediation of Superfund sites ($36 million at December 31, 2022). This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Corporation has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two times that amount. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Corporation's results of operations, financial condition and cash flows. It is the opinion of the Corporation’s management that the possibility is remote that costs in excess of the range disclosed will have a material impact on the Corporation’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. As new or additional information becomes available and/or certain spending trends become known, management will evaluate such information in determination of the current estimate of the environmental liability.

During the first quarter of 2022, the Corporation recorded a pretax charge of $37 million, included in "Cost of sales" in the consolidated statements of income, related to environmental remediation at a number of current and historical locations. The charge primarily resulted from updated remediation estimates and scope changes on existing matters.

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NOTE 7 - COMMITMENTS AND CONTINGENCIES

A summary of the Corporation's commitments and contingencies can be found in Note 12 to the Consolidated Financial Statements included in the 2023 10-K, which is incorporated by reference herein.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. At March 31, 2024, the Corporation had accrued obligations of $191 million for probable environmental remediation and restoration costs ($194 million at December 31, 2023), including $37 million for the remediation of Superfund sites ($37 million at December 31, 2023). This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Corporation has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two times that amount. Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Corporation's results of operations, financial condition and cash flows. It is the opinion of the Corporation’s management that the possibility is remote that costs in excess of the range disclosed will have a material impact on the Corporation’s results of operations, financial condition and cash flows. Inherent uncertainties exist in these estimates primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies for handling site remediation and restoration. As new or additional information becomes available and/or certain spending trends become known, management will evaluate such information in determination of the current estimate of the environmental liability.

Litigation

Asbestos-Related Matters

Each quarter, the Corporation reviews asbestos-related claims filed, settled and dismissed, as well as average settlement and resolution costs by disease category. The Corporation also considers additional quantitative and qualitative factors such as the nature of pending claims, trial experience of the Corporation and other asbestos defendants, current spending for defense and processing costs, significant appellate rulings and legislative developments, trends in the tort system, and their respective effects on expected future resolution costs. UCC management considers these factors in conjunction with the most recent actuarial study and determines whether a change in the estimate is warranted. Based on the Corporation's review of ~~2023~~2024 activity, it was determined that no adjustment to the accrual was required at ~~September~~March 3031, ~~2023~~2024.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $~~884~~844 million at ~~September~~March 3031, ~~2023~~2024 ($~~947~~867 million at December 31, ~~2022~~2023)~~, and was included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets~~. At ~~September~~March 3031, ~~2023~~2024, approximately 23 25 percent of the recorded claim liability related to pending claims and approximately 7775 percent related to future claims.

NOTE 8 - LEASES

For additional information on the Corporation's leases, see Note 1413 to the Consolidated Financial Statements included in the ~~2022~~2023 10-K.

The components of lease cost for operating and finance leases for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023 were as follows:

Lease Cost	Three Months Ended				~~Nine Months Ended~~
In millions	~~Sep~~Mar 3031, ~~2023~~2024		~~Sep~~Mar 3031, ~~2022~~2023		~~Sep 30, 2023~~		~~Sep 30, 2022~~
Operating lease cost	$	65	$	6	$	19	$	18
Short-term lease cost	119		710		32		23
Variable lease cost	39		57		15		14
Amortization of right-of-use assets - finance	—		1		2		2
Total lease cost	$	2023	$	1924	$	68	$	57

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NOTE 9 - ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023 were as follows:

Accumulated Other Comprehensive Loss	Three Months Ended				~~Nine Months Ended~~
In millions	~~Sep~~Mar 3031, ~~2023~~2024		~~Sep~~Mar 3031, ~~2022~~2023		~~Sep 30, 2023~~		~~Sep 30, 2022~~
Cumulative Translation Adjustment
Beginning balance	$	(5253)	$	(5354)	$	~~(54)~~	$	~~(53)~~
Unrealized gains (losses) on foreign currency translation	—1		—1		2		—
Ending balance	$	(52)	$	(53)	$	~~(52)~~	$	~~(53)~~
Pension and Other Postretirement Benefits
Beginning balance	$	(1,~~329~~290)	$	(1,~~460~~348)	$	~~(1,348)~~	$	~~(1,498)~~
Amortization of net loss and prior service credit reclassified from AOCL to net income 1	12		25		37		74
Amortization of net loss reclassified from AOCL to net income 1	14		12
Tax expense (benefit) 2	(34)		(63)		~~(9)~~		~~(17)~~
Net loss and prior service credit reclassified from AOCL to net income	9		19		28		57
Net loss reclassified from AOCL to net income	10		9
Ending balance	$	(1,~~320~~280)	$	(1,~~441~~339)	$	~~(1,320)~~	$	~~(1,441)~~
Total AOCL ending balance	$	(1,~~372~~332)	$	(1,~~494~~392)	$	~~(1,372)~~	$	~~(1,494)~~

1.These AOCL components are included in the computation of net periodic benefit cost (credit) of the Corporation's defined benefit pension and other postretirement benefit plans. See Note 10 for additional information.

2.Reclassified to "Provision for income taxes."

NOTE 10 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

A summary of the Corporation's pension and other postretirement benefit plans can be found in Note 1615 to the Consolidated Financial Statements included in the ~~2022~~2023 10-K. The following table provides the components of the Corporation's net periodic benefit cost (credit) for all significant plans:

Net Periodic Benefit Cost (Credit) for All Significant Plans	Three Months Ended				~~Nine Months Ended~~
In millions	~~Sep~~Mar 3031, ~~2023~~2024		~~Sep~~Mar 3031, ~~2022~~2023		~~Sep 30, 2023~~		~~Sep 30, 2022~~
Defined Benefit Pension Plans
Service cost	$	8	$	10	$	25	$	28
Service cost 1	$	—	$	9
Interest cost	3832		2137		~~112~~		67
Expected return on plan assets	(5242)		(5752)		~~(156)~~		~~(170)~~
Amortization of prior service credit	—		—		—		(1)
Amortization of net loss	17		16
Amortization of net loss	16		28		48		82
Net periodic benefit cost	$	7	$	10
Net periodic benefit cost	$	10	$	2	$	29	$	6
Other Postretirement Benefit Plan
Service cost	$	—	$	1	$	—	$	1
Interest cost	$	2	$	2
Interest cost	2		1		5		3
Amortization of net gain	(3)		(4)
Amortization of net gain	(4)		(3)		(11)		(7)
Net periodic benefit credit	$	(1)	$	(2)
Net periodic benefit credit	$	(2)	$	(1)	$	(6)	$	(3)

1.The decrease in service cost is due to the freeze of pension benefits, effective December 31, 2023.

Net periodic benefit cost (credit), other than the service cost component, is included in "Sundry income (expense) - net" in the consolidated statements of income.

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NOTE 11 - FAIR VALUE MEASUREMENTS

The Corporation's financial instruments are classified as Level 2 measurements. For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks.

The following table summarizes the fair value of the Corporation's financial instruments at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023:

Fair Value of Financial Instruments	~~Sep~~Mar 3031, ~~2023~~2024								Dec 31, ~~2022~~2023
In millions	Cost		Gain		Loss		Fair Value		Cost		Gain		Loss		Fair Value
Cash equivalents 1	$	10	$	—	$	—	$	10	$	10	$	—	$	—	$	10
Long-term debt including debt due within one year	$	(~~263~~260)	$	—	$	(2033)	$	(~~283~~293)	$	(~~394~~260)	$	—	$	(2947)	$	(~~423~~307)

1.Money market fund is included in "Cash and cash equivalents" in the consolidated balance sheets and held at amortized cost, which approximates fair value.

Cost approximates fair value for all other financial instruments.

Fair Value Measurements on a Nonrecurring Basis

As part of the 2023 Restructuring Program, the Corporation rationalized its manufacturing assets to achieve its structural cost improvement initiatives. In the first quarter of 2023, the manufacturing assets associated with this plan, classified as Level 3 measurements and valued using unobservable inputs, were written down to zero and the Corporation recorded an impairment charge of $2 million, which was included in "Restructuring and asset related charges - net" in the consolidated statements of income.

NOTE 12 - RELATED PARTY TRANSACTIONS

A summary of the Corporation's related party transactions can be found in Note 1817 to the Consolidated Financial Statements included in the ~~2022~~2023 10-K.

Product and Services Agreements

The following table summarizes UCC’s transactions with TDCC and a TDCC subsidiary related to product and services agreements for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023:

Product and Services Agreements Transactions	Three Months Ended				~~Nine Months Ended~~
	Sep 30, 2023		Sep 30, 2022		Sep 30, 2023		Sep 30, 2022		Income Statement Classification
	Mar 31, 2024		Mar 31, 2023						Income Statement Classification
In millions
TDCC Subsidiary:
Commodity and raw material purchases 1	$	260	$	319					Cost of sales
Commodity and raw material purchases 1	$	286	$	518	$	867	$	1,586	Cost of sales
Commission expense	$	5	$	5					Sundry income (expense) - net
Commission expense	$	5	$	5	$	15	$	15	Sundry income (expense) - net
General administrative and overhead type services and service fee 2	$	15	$	17					Sundry income (expense) - net
TDCC:
Activity-based costs 3	$	148	$	26					Cost of sales
General administrative and overhead type services and service fee	$	17	$	16	$	51	$	48	Sundry income (expense) - net
Activity-based costs 2	$	23	$	24	$	74	$	66	Cost of sales

1.Period-end balances on hand are included in inventory. The decrease in purchase costs was primarily due to lower feedstock costs and ~~energy~~the ~~costs~~changes ~~and~~in ~~lower~~cost ~~production~~flows resulting from UCC's divestiture of certain non-product producing infrastructure assets to another TDCC subsidiary in the fourth quarter of 2023 ("Infrastructure Divestment").

2.The ~~year-to-date~~decrease ~~increase~~ in ~~activity-based~~services ~~costs~~and ~~was~~fees ~~primarily~~resulted ~~due~~from toTDCC's ~~labor~~periodic ~~expense~~review of its cost allocation for ~~engineering~~global ~~related~~services, partially offset by increases due to ~~capital~~changes ~~investment~~in ~~activity~~cost onflows ~~the~~and ~~U.S.~~cost ~~Gulf~~of ~~Coast~~site infrastructure services resulting from the Infrastructure Divestment.

3.The increase in activity-based costs was primarily due to the impact of the Infrastructure Divestment, as certain site infrastructure-related costs previously administered independently by the Corporation are now performed by another TDCC subsidiary and billed to the Corporation, and certain changes in other cost flows, also resulting from the Infrastructure Divestment. These costs include short-term lease cost of $3 million related to pipeline and site services for the three months ended March 31, 2024, included in Lease Cost in Note 8.

Additionally, the Corporation experienced an unplanned shutdown of its manufacturing site in Seadrift, Texas, in October 2023, resulting in lost sales and margins in the fourth quarter of 2023. These losses are covered, in part, by an insurance program purchased by TDCC from its insurance affiliate. In the first quarter of 2024, the Corporation recorded insurance recoveries of $22 million from TDCC for covered losses, included in "Cost of sales" in the consolidated statements of income for the three months ended March 31, 2024 and included in “Accounts receivable - Related companies” in the consolidated balance sheets at March 31, 2024.

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~~The~~Tax ~~following~~Sharing ~~table summarizes cash dividends declared and paid to TDCC for the three and nine months ended September 30, 2023 and 2022:~~Agreement

Cash Dividends Declared and Paid	Three Months Ended				Nine Months Ended
	Sep 30, 2023		Sep 30, 2022		Sep 30, 2023		Sep 30, 2022
In millions
Cash dividends declared and paid	$	144	$	247	$	394	$	768

The Corporation is included in TDCC's consolidated federal income tax group. Current and deferred tax expenses are calculated for the Corporation as a stand-alone group and are allocated to the group from the consolidated totals, consistent with the TDCC-UCC Tax Sharing Agreement. The amounts reported as income taxes payable or receivable represent the Corporation's payment obligation (or refundable amount) to TDCC based on a theoretical tax liability calculated on a separate return method.

The Corporation recorded a decrease of approximately $220 million of its income tax and related interest receivable due to a tax audit closure in the first quarter of 2024. These amounts were reclassified from "Income taxes receivable" to "Accounts receivable - Related companies" in the consolidated balance sheets at March 31, 2024 and reflected in "Related company receivables" and "Other assets and liabilities" in the consolidated statements of cash flows for the three months ended March 31, 2024.

Dividends

The following table summarizes cash dividends declared and paid to TDCC for the three months ended March 31, 2024 and 2023:


Cash Dividends Declared and Paid	Three Months Ended
	Mar 31, 2024		Mar 31, 2023
In millions

Cash dividends declared and paid	$	43	$	135


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Pursuant to General Instruction H(1)(a) and (b) for Form 10-Q "Omission of Information by Certain Wholly-Owned Subsidiaries," the Corporation is filing this Form 10-Q with a reduced disclosure format.

References to "TDCC" refer to The Dow Chemical Company and its consolidated subsidiaries, except as otherwise indicated by the context. Union Carbide Corporation (the "Corporation" or "UCC") has been a wholly owned subsidiary of TDCC since 2001. TDCC has been a wholly owned subsidiary of Dow Inc. since 2019.

TDCC conducts its worldwide operations through global businesses. UCC's business activities comprise components of TDCC’s global businesses rather than stand-alone operations. Because there are no separate reportable business segments for UCC and no detailed business information is provided to a chief operating decision maker regarding the Corporation’s stand-alone operations, the Corporation’s results are reported as a single operating segment.

Seadrift Operations Unplanned Shutdown

On October 19, 2023, the Corporation’s manufacturing site in Seadrift, Texas, (“Seadrift”) initiated a sequenced site shutdown necessary to repair an underground water leak. Seadrift operations, which primarily produces polyethylene, ethylene oxide, ethylene glycol, glycol ethers and plastics used in wire and cable applications, is expected to be shut down for a minimum of 7 days.

RESULTS OF OPERATIONS

Net Sales

Total net sales were $31,~~378~~098 million for the first ~~nine~~three months of ~~2023~~2024 compared with $41,~~385~~075 million for the first ~~nine~~three months of ~~2022~~2023, aan ~~decrease~~increase of 232 percent. Net sales to related companies, principally to TDCC, were $31,~~284~~067 million for the first ~~nine~~three months of ~~2023~~2024 compared with $41,~~228~~038 million for the first ~~nine~~three months of ~~2022~~2023, aan ~~decrease~~increase of 223 percent. Selling prices to TDCC are determined in accordance with the terms of an agreement between UCC and TDCC.

Average selling price for the first ~~nine~~three months of ~~2023~~2024 decreased 189 percent compared with the first ~~nine~~three months of ~~2022~~2023. Price decreased in ~~almost~~most ~~all~~ product lines in response to lower raw material and feedstock costs, with the most significant decreases in plastics used for wire and cable applications, oxo alcohols, polyethylene and vinyl acetate monomers. Volume for the first ~~nine~~three months of ~~2023~~2024 ~~decreased~~increased 511 percent compared with the first ~~nine~~three months of ~~2022~~2023, with ~~decreases~~increases ~~across almost all product lines. Volume decreases were~~ primarily in ~~surfactants~~polyethylene, glycol ethers and ~~oxo~~vinyl ~~alcohols~~acetate monomers, ~~which~~as the first three months of 2023 were negatively impacted by ~~various~~large ~~factors,~~planned ~~including~~maintenance ~~reduced~~turnaround ~~demand~~projects, ~~internal~~lower demand and ~~external~~limited raw material supply. ~~limitations,~~Volume ~~including~~for ~~impacts~~the ~~from~~first ~~the~~three ~~July~~months ~~2023~~of ~~explosion~~2024 ~~and~~was ~~fire~~negatively atimpacted ~~TDCC's~~by ~~Louisiana~~lost ~~Operations~~production ~~Glycol-2~~due ~~unit~~to a freeze event as well as a temporary loss of steam in ~~Plaquemine,~~January ~~Louisiana,~~2024 ~~and~~which ~~planned~~impacted ~~maintenance~~ethylene ~~turnaround~~oxide ~~activities~~production.

Cost of Sales

Cost of sales was $2,913 million for the first nine months of 2023 compared with $3,687 million for the first nine months of 2022, a decrease of 21 percent. The decrease in cost of sales was driven primarily by lower raw material, feedstock and energy costs on lower volume, partially offset by spending for large planned maintenance turnaround projects at the Corporation's manufacturing site in St. Charles, Louisiana. Cost of sales as a percentage of net sales was 86.2 percent for the first nine months of 2023 compared with 84.1 percent for the first nine months of 2022.

Restructuring and Asset Related Charges - Net

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~~its~~Cost agility and long-term competitiveness across the economic cycle. The program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets, which include asset write-down and write-off charges. As a result of these actions, the Corporation recorded pretax restructuring charges of $14 million, included in "Restructuring and asset related charges - net" in the consolidated statements of income. See Note 4 to the Consolidated Financial Statements for additional information about the Corporation's restructuring activities and related charges.Sales

Cost of sales was $931 million for the first three months of 2024 compared with $981 million for the first three months of 2023, a decrease of 5 percent. The decrease in cost of sales was driven primarily by lower raw material, feedstock and energy costs, lower spending for large planned maintenance turnaround projects and insurance recoveries received from TDCC for the Corporation’s share of covered losses due to an unplanned shutdown of the Corporation's manufacturing site in Seadrift, Texas, in October 2023. Cost of sales as a percentage of net sales was 84.8 percent for the first three months of 2024 compared with 91.3 percent for the first three months of 2023.

Restructuring and Asset Related Charges - Net

In the first quarter of 2023, the Corporation recorded pretax restructuring charges of $14 million, included in "Restructuring and asset related charges - net" in the consolidated statements of income. See Note 4 to the Consolidated Financial Statements for additional information about the Corporation's restructuring activities and related charges.

The Corporation expects to incur additional costs in the future related to its restructuring activities. Future costs are expected to include demolition costs related to closed facilities and restructuring plan implementation costs; these costs will be recognized as incurred. The Corporation also expects to incur additional employee-related costs, including involuntary termination benefits, related to its other optimization activities. These costs cannot be reasonably estimated at this time.

Sundry Income (Expense) – Net

Sundry income (expense) – net includes a variety of income and expense items such as charges for management services provided by TDCC, non-operating pension and other postretirement benefit plan credits or costs, commissions, and gains and losses on sales of investments and assets, ~~losses on early extinguishment of debt~~ and ~~gains and losses~~ on foreign currency exchange.

Sundry income (expense) – net in the first ~~nine~~three months of ~~2023~~2024 was expense of $6725 million compared with $4022 million in the first ~~nine~~three months of ~~2022~~2023. The increase was primarily the result of ~~lower~~higher ~~net~~ non-operating defined benefit pension ~~and~~costs, ~~other~~which ~~postretirement~~resulted ~~benefit~~from lower expected returns on plan ~~credits~~assets, ~~resulting~~partially ~~from~~offset ~~higher~~by lower interest ~~cost~~costs. ~~and~~The ~~lower~~increase ~~expected~~in ~~return~~non-operating onpension ~~assets,~~costs was partially offset by ~~lower~~a ~~net~~$2 million ~~actuarial~~gain ~~loss~~on ~~amortization~~the ~~related~~sale toof the ~~plans~~Corporation's ownership interest in a TDCC joint venture to a TDCC subsidiary. See Note 10 to the Consolidated Financial Statements for additional information about the Corporation's ~~pension~~defined ~~and other postretirement~~ benefit pension plans.

Interest Income

Interest income was $3033 million for the first ~~nine~~three months of ~~2023~~2024 compared with $911 million for the first ~~nine~~three months of ~~2022~~2023. The increase in interest income primarily resulted from ~~the~~interest ~~significant~~earned ~~increase~~on ina ~~the~~term ~~interest~~loan ~~rate~~receivable from a related party, received on ~~the~~December 1, ~~Corporation~~2023, in exchange for UCC's ~~note~~interest ~~receivable~~in ~~from~~a TDCC ~~since~~subsidiary ~~the~~that ~~first~~manages ~~quarter~~certain ofsite ~~2022~~infrastructure assets for UCC and TDCC on the U.S. Gulf Coast.

Interest Expense and Amortization of Debt Discount

Interest expense and amortization of debt discount was $133 million in the first ~~nine~~three months of ~~2023~~2024 compared with $206 million in the first ~~nine~~three months of ~~2022~~2023, reflecting reduced interest expense resulting from the maturity and payment of $129 million of long-term debt ~~of $129 million~~ in April 2023.

Provision for Income Taxes

The Corporation is subject primarily to U.S. federal and state taxes. For the first ~~nine~~three months of ~~2023~~2024, the Corporation reported a tax provision of $7936 million, which resulted in an effective tax rate of 21.08 percent compared with a tax provision of $~~144~~10 million for the first ~~nine~~three months of ~~2022~~2023, which resulted in an effective tax rate of 2318.32 percent. The tax rate for the first ~~nine~~three months of 2023 was favorably impacted by interest accrued on tax receivables.

Net Income Attributable to UCC

The Corporation reported net income of $~~298~~129 million for the first ~~nine~~three months of ~~2023~~2024 compared with $~~475~~45 million for the first ~~nine~~three months of ~~2022~~2023.

Capital Expenditures

Capital expenditures in the first ~~nine~~three months of ~~2023~~2024 were $~~203~~76 million compared with $9158 million in the first ~~nine~~three months of ~~2022~~2023, as the Corporation ~~increased~~continues ~~investment~~to invest in production assets ~~and environmental protection projects~~, primarily on the U.S. Gulf Coast.

Pension Plans

The Corporation expects to pursue certain de-risking opportunities for its pension plans, including annuitization and risk transfer of certain pension liabilities. If executed, the transactions will result in a non-operating and non-cash settlement charge in the range of $100 million to $200 million in the fourth quarter of 2023. See Note 10 to the Consolidated Financial Statements and Note 16 to the Consolidated Financial Statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 10-K") for additional information related to the Corporation's pension plans.

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OTHER MATTERS

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in the consolidated financial statements and accompanying notes. Note 1 to the Consolidated Financial Statements included in the ~~2022~~2023 10-K describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The Corporation’s critical accounting policies that are impacted by judgments, assumptions and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the ~~2022~~2023 10-K. Since December 31, ~~2022~~2023, there have been no material changes in the Corporation’s accounting policies that are impacted by judgments, assumptions and estimates.

Asbestos-Related Matters

The Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past four decades. These suits principally allege personal injury resulting from exposure to asbestos‑containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that UCC sold in the past, alleged exposure to asbestos-containing products located on UCC’s premises, and UCC’s responsibility for asbestos suits filed against a former UCC subsidiary, Amchem Products, Inc. ("Amchem"). In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to UCC’s products.

The table below provides information regarding asbestos-related claims pending against the Corporation and Amchem based on criteria developed by UCC and its external consultants:

Asbestos-Related Claim Activity	~~2023~~2024	~~2022~~2023
Claims unresolved at Jan 1	6,~~873~~367	86,~~747~~873
Claims filed	31,~~097~~109	~~3,662~~940
Claims settled, dismissed or otherwise resolved	(31,~~428~~198)	(~~5,823~~765)
Claims unresolved at Sep 30	6,542	6,586
Claims unresolved at Mar 31	6,278	7,048
Claimants with claims against both UCC and Amchem	(1,~~452~~013)	(1,~~502~~479)
Individual claimants at Sep 30	5,090	5,084
Individual claimants at Mar 31	5,265	5,569

Plaintiffs' lawyers often sue numerous defendants in individual lawsuits or on behalf of numerous claimants. As a result, the damages alleged are not expressly identified as to UCC, Amchem or any other particular defendant, even when specific damages are alleged with respect to a specific disease or injury. For these reasons and based upon the Corporation's litigation and settlement experience, the Corporation does not consider the damages alleged against it and Amchem to be a meaningful factor in its determination of any potential asbestos-related liability.

For additional information, see Asbestos-Related Matters in Note 7 to the Consolidated Financial Statements; Part II, Item 1. Legal Proceedings; and Note 1312 to the Consolidated Financial Statements included in the ~~2022~~2023 10-K.

Debt Covenants and Default Provisions

The Corporation’s outstanding public debt has been issued under indentures which contain, among other provisions, covenants that the Corporation must comply with while the underlying notes are outstanding. Such covenants are typically based on the Corporation’s size and financial position and include, subject to the exceptions and qualifications contained in the indentures, obligations not to (i) allow liens on principal U.S. manufacturing facilities, (ii) enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, or (iii) merge into or consolidate with any other entity or sell or convey all or substantially all of its assets. Failure of the Corporation to comply with any of these covenants could, after the passage of any applicable grace period, result in a default under the applicable indenture which would allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the subject notes. Management believes the Corporation was in compliance with the covenants referred to above at ~~September~~March 3031, ~~2023~~2024.

Dividends

On a quarterly basis, the Corporation's Board of Directors ("the Board") reviews and determines if there will be a dividend distribution to its parent company and sole shareholder, TDCC. The Board takes into consideration the level of earnings and cash flows, among other factors, in determining the amount of the dividend distribution. For

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the first ~~nine~~three months of ~~2023~~2024, the Corporation declared and paid cash dividends of $~~394~~43 million to TDCC ($~~768~~135 million for the first ~~nine~~three months of ~~2022~~2023). On ~~October 18~~April 22, ~~2023~~2024, the Board approved a dividend to TDCC of $~~118~~143 million, payable on or before ~~December~~June 2928, ~~2023~~2024.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted pursuant to General Instruction H of Form 10-Q.


ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's Disclosure Committee and the Corporation's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to paragraph (b) of Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Corporation's disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in the Corporation's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the quarter ended ~~September~~March 3031, ~~2023~~2024, that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

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Union Carbide Corporation and Subsidiaries PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

Asbestos-Related Matters

No material developments in asbestos-related matters occurred in the first ~~nine~~three months of ~~2023~~2024. For a current status of asbestos-related matters, see Note 7 to the Consolidated Financial Statements.


ITEM 1A. RISK FACTORS

Since December 31, ~~2022~~2023, there have been no material changes to the Corporation's Risk Factors.


ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


ITEM 6. EXHIBITS


			EXHIBIT NO.						DESCRIPTION
			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.
			23 *						Ankura Consulting Group, LLC's Consent.
			31.1 *						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			31.2 *						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			32.1 *						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			32.2 *						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			101.INS						The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
			101.SCH						Inline XBRL Taxonomy Extension Schema Document.
			101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
			101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
			101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
			101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
			104						Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith

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Union Carbide Corporation and Subsidiaries Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNION CARBIDE CORPORATION

Date: ~~October~~April 2526, ~~2023~~2024

/s/ ~~RONALD~~ANDREA CL. ~~EDMONDS~~DOMINOWSKI ~~Ronald~~Andrea CL. ~~EdmondsController~~DominowskiController and Vice Presidentof ~~Controllers~~ControllersThe ~~and TaxThe~~ Dow Chemical ~~CompanyAuthorized~~Company(Authorized Representative ofUnion Carbide Corporation) /s/ IGNACIO MOLINA Ignacio MolinaVice President, Treasurer andChief Financial Officer

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