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 March 31, 2025

or

☐ 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:  361-553-2769

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  ☐  No

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 ☐  No

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 ☑  No

At April 25, 2025, 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 therefore is filing this form with the reduced disclosure format.

1

Union Carbide Corporation

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended March 31, 2025

TABLE OF CONTENTS

		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.	17
	Results of Operations.	17
	Other Matters.	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	20
Item 4.	Controls and Procedures.	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	21
Item 1A.	Risk Factors.	21
Item 4.	Mine Safety Disclosures.	22
Item 6.	Exhibits.	22
SIGNATURES		23

2

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,” "could," “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 sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing 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, tariffs and trade policies 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, logistics and supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing 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 ability 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; and any global and regional economic impacts of a pandemic or other public health-related risks and events on the Corporation’s business.

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, 2024. 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.

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Income

	Three Months Ended
In millions (Unaudited)	Mar 31, 2025		Mar 31, 2024
Net trade sales	$	30	$	31
Net sales to related companies	948		1,067
Total net sales	978		1,098
Cost of sales	1,064		931
Research and development expenses	5		5
Selling, general and administrative expenses	2		2
Restructuring and asset related charges - net	6		—
Sundry income (expense) - net	(30)		(25)
Interest income	27		33
Interest expense and amortization of debt discount	1		3
Income (loss) before income taxes	(103)		165
Provision (credit) for income taxes	(21)		36
Net income (loss) attributable to Union Carbide Corporation	$	(82)	$	129
Depreciation	$	31	$	28
Capital expenditures	$	68	$	76

See Notes to the Consolidated Financial Statements.

4

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

	Three Months Ended
In millions (Unaudited)	Mar 31, 2025		Mar 31, 2024
Net income (loss) attributable to Union Carbide Corporation	$	(82)	$	129
Other comprehensive income (loss), net of tax
Cumulative translation adjustments	(1)		1
Pension and other postretirement benefit plans	11		10
Total other comprehensive income	10		11
Comprehensive income (loss) attributable to Union Carbide Corporation	$	(72)	$	140

See Notes to the Consolidated Financial Statements.

5

Union Carbide Corporation and Subsidiaries

Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	Mar 31, 2025		Dec 31, 2024
Assets
Current Assets
Cash and cash equivalents	$	11	$	11
Accounts receivable:
Trade (net of allowance for doubtful receivables 2025: $—; 2024: $—)	17		16
Related companies	719		846
Other	18		18
Income taxes receivable	39		42
Notes receivable from related companies	548		593
Inventories	307		296
Other current assets	27		31
Total current assets	1,686		1,853
Investments
Investments in related companies	237		237
Other investments	13		12
Noncurrent receivables	31		31
Noncurrent receivables from related companies	1,661		1,642
Total investments	1,942		1,922
Property
Property	5,798		5,732
Less accumulated depreciation	4,641		4,611
Net property	1,157		1,121
Other Assets
Intangible assets (net of accumulated amortization 2025: $95; 2024: $95)	6		6
Operating lease right-of-use assets	64		61
Deferred income tax assets	273		253
Deferred charges and other assets	16		17
Total other assets	359		337
Total Assets	$	5,144	$	5,233
Liabilities and Equity
Current Liabilities
Notes payable to related companies	$	18	$	19
Long-term debt due within one year	126		126
Accounts payable:
Trade	373		336
Related companies	456		470
Other	39		30
Operating lease liabilities - current	12		12
Income taxes payable	21		21
Asbestos-related liabilities - current	78		78
Accrued and other current liabilities	140		136
Total current liabilities	1,263		1,228
Long-Term Debt	143		143
Other Noncurrent Liabilities
Pension and other postretirement benefits - noncurrent	393		402
Asbestos-related liabilities - noncurrent	689		713
Operating lease liabilities - noncurrent	52		49
Other noncurrent obligations	518		512
Total other noncurrent liabilities	1,652		1,676
Stockholder's Equity
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	—		—
Additional paid-in capital	1,034		1,034
Retained earnings	2,386		2,496
Accumulated other comprehensive loss	(1,334)		(1,344)
Union Carbide Corporation's stockholder's equity	2,086		2,186
Total Liabilities and Equity	$	5,144	$	5,233

See Notes to the Consolidated Financial Statements.

6

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Three Months Ended
In millions (Unaudited)	Mar 31, 2025		Mar 31, 2024
Operating Activities
Net income (loss) attributable to Union Carbide Corporation	$	(82)	$	129
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	35		35
Provision (credit) for deferred income tax	(24)		8
Net gain on sale of ownership interest in related party	—		(2)
Restructuring and asset related charges - net	6		—
Net periodic pension benefit cost	9		7
Other, net	—		(1)
Changes in assets and liabilities:
Accounts and notes receivable	(1)		(8)
Related company receivables	114		(271)
Inventories	(11)		(24)
Accounts payable	46		33
Related company payables	(15)		—
Asbestos-related payments	(24)		(23)
Other assets and liabilities	(15)		235
Cash provided by operating activities	38		118
Investing Activities
Capital expenditures	(68)		(76)
Proceeds from sale of ownership interest in related party	—		2
Change in noncurrent receivable from related company	58		—
Cash used for investing activities	(10)		(74)
Financing Activities
Dividends paid to parent	(28)		(43)
Changes in short-term notes payable	—		(1)
Cash used for financing activities	(28)		(44)
Summary
Change in cash and cash equivalents	—		—
Cash and cash equivalents at beginning of period	11		11
Cash and cash equivalents at end of period	$	11	$	11

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Equity

	Three Months Ended
In millions (Unaudited)	Mar 31, 2025		Mar 31, 2024
Common Stock
Balance at beginning and end of period	$	—	$	—
Additional Paid-in Capital
Balance at beginning and end of period	1,034		1,034
Retained Earnings
Balance at beginning of period	2,496		2,474
Net income (loss) attributable to Union Carbide Corporation	(82)		129
Dividends declared	(28)		(43)
Balance at end of period	2,386		2,560
Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of period	(1,344)		(1,343)
Other comprehensive income	10		11
Balance at end of period	(1,334)		(1,332)
Union Carbide Corporation's Stockholder's Equity	$	2,086	$	2,262

See Notes to the Consolidated Financial Statements.

8

Union Carbide Corporation and Subsidiaries

(Unaudited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Note		Page
1	Consolidated Financial Statements	9
2	Recent Accounting Guidance	10
3	Revenue	11
4	Restructuring and Asset Related Charges - Net	11
5	Inventories	11
6	Supplier Finance Program	12
7	Commitments and Contingencies	12
8	Leases	13
9	Accumulated Other Comprehensive Loss	13
10	Pension and Other Postretirement Benefit Plans	14
11	Fair Value Measurements	14
12	Related Party Transactions	15
13	Business and Geographic Regions	16

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, 2024 ("2024 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 and the Corporation's business activities comprise components of TDCC's global businesses rather than stand-alone operations. Further, the Corporation sells substantially all of its products to TDCC in order to simplify the customer interface process. The Corporation's Board of Directors, acting pursuant to the authority delegated to it by TDCC, functions as the Corporation's chief operating decision maker ("CODM") to assess UCC's results and allocate resources for its operations. The Corporation's results are reported as a single operating segment as the consolidated statements of income are presented to the CODM without further disaggregation.

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.

9

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In the fourth quarter of 2024, the Corporation adopted the annual and interim disclosure requirements of Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments expand a public business entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. See Note 13 for applicable reportable segment disclosures required by this guidance.

Accounting Guidance Issued But Not Adopted at March 31, 2025

In December 2023, the Financial Accounting Standards Board ("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 business entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public business 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.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," which is intended to improve disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity's selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Corporation is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

SEC Final Rules Not Adopted at March 31, 2025

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. As a non-accelerated filer, most disclosure requirements would be effective for the Corporation beginning in the year ending December 31, 2027. In April 2024, the SEC issued an order to stay the final rules until various legal challenges are resolved by the U.S. Court of Appeals for the Eighth Circuit ("Court of Appeals"). In March 2025, the SEC voted to end its defense of the final rules; however, the Court of Appeals may still rule on the matter.

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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 15 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 $28 million at March 31, 2025 ($29 million at December 31, 2024), of which $2 million ($2 million at December 31, 2024) was included in "Accrued and other current liabilities" and $26 million ($27 million at December 31, 2024) was included in "Other noncurrent obligations" in the consolidated balance sheets.

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

2025 Restructuring Program

In the first quarter of 2025, the Corporation initiated targeted actions to further achieve its cost reduction initiatives in response to ongoing macroeconomic weakness, while reinforcing long-term competitiveness across the economic cycle. As a result of these actions, in the first quarter of 2025 the Corporation recorded pretax charges of $6 million for severance and related benefit costs, included in "Restructuring and asset related charges - net" in the consolidated statements of income. These actions are expected to be substantially complete by the end of 2025.

At March 31, 2025, $6 million for severance and related benefit costs was included in "Accrued and other current liabilities" in the consolidated balance sheets.

NOTE 5 - INVENTORIES

The following table provides a breakdown of inventories:

Inventories	Mar 31, 2025		Dec 31, 2024
In millions
Finished goods	$	250	$	238
Work in process	43		44
Raw materials	73		72
Supplies	98		94
Total	$	464	$	448
Adjustment of inventories to the LIFO basis	(157)		(152)
Total inventories	$	307	$	296

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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 March 31, 2025, the Corporation's outstanding obligations confirmed as valid under the SCF program were $34 million ($36 million at December 31, 2024), 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 12 to the Consolidated Financial Statements included in the 2024 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, 2025, the Corporation had accrued obligations of $189 million for probable environmental remediation and restoration costs ($184 million at December 31, 2024), including $38 million for the remediation of Superfund sites ($35 million at December 31, 2024). 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 2025 activity, it was determined that no adjustment to the accrual was required at March 31, 2025.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $767 million at March 31, 2025 ($791 million at December 31, 2024). At March 31, 2025, approximately 25 percent of the recorded claim liability related to pending claims and approximately 75 percent related to future claims.

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NOTE 8 - LEASES

For additional information on the Corporation's leases, see Note 13 to the Consolidated Financial Statements included in the 2024 10-K.

The components of lease cost for operating and finance leases for the three months ended March 31, 2025 and 2024 were as follows:

Lease Cost	Three Months Ended
In millions	Mar 31, 2025		Mar 31, 2024
Operating lease cost	$	4	$	5
Short-term lease cost	16		9
Variable lease cost	5		9
Total lease cost	$	25	$	23

NOTE 9 - ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three months ended March 31, 2025 and 2024 were as follows:

Accumulated Other Comprehensive Loss	Three Months Ended
In millions	Mar 31, 2025		Mar 31, 2024
Cumulative Translation Adjustments
Beginning balance	$	(52)	$	(53)
Unrealized gains (losses) on foreign currency translation	(1)		1
Ending balance	$	(53)	$	(52)
Pension and Other Postretirement Benefit Plans
Beginning balance	$	(1,292)	$	(1,290)
Amortization of net loss reclassified from AOCL to net income (loss) 1	14		14
Tax expense (benefit) 2	(3)		(4)
Net loss reclassified from AOCL to net income (loss)	11		10
Ending balance	$	(1,281)	$	(1,280)
Total AOCL ending balance	$	(1,334)	$	(1,332)

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 (credit) for income taxes."

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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 15 to the Consolidated Financial Statements included in the 2024 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
In millions	Mar 31, 2025		Mar 31, 2024
Defined Benefit Pension Plans
Interest cost	$	31	$	32
Expected return on plan assets	(39)		(42)
Amortization of net loss	17		17
Net periodic benefit cost	$	9	$	7
Other Postretirement Benefit Plan
Interest cost	$	1	$	2
Amortization of net gain	(3)		(3)
Net periodic benefit credit	$	(2)	$	(1)

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

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 March 31, 2025 and December 31, 2024:

Fair Value of Financial Instruments	Mar 31, 2025								Dec 31, 2024
In millions	Cost		Gain		Loss		Fair Value		Cost		Gain		Loss		Fair Value
Cash equivalents 1	$	11	$	—	$	—	$	11	$	11	$	—	$	—	$	11
Long-term debt including debt due within one year	$	(269)	$	—	$	(28)	$	(297)	$	(269)	$	—	$	(26)	$	(295)

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.

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NOTE 12 - RELATED PARTY TRANSACTIONS

A summary of the Corporation's related party transactions can be found in Note 17 to the Consolidated Financial Statements included in the 2024 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 months ended March 31, 2025 and 2024:

Product and Services Agreements Transactions	Three Months Ended
	Mar 31, 2025		Mar 31, 2024		Income Statement Classification
In millions
Activity-based costs 1	$	181	$	148	Cost of sales
Commodity and raw material purchases 2	$	265	$	260	Cost of sales
Commission expense	$	4	$	5	Sundry income (expense) - net
General administrative and overhead type services and service fee 3	$	19	$	15	Sundry income (expense) - net

1.Activity-based costs include short-term lease cost of $4 million and $3 million related to pipeline and site services for the three months ended March 31, 2025 and 2024, respectively, included in Lease Cost in Note 8. The increase in activity-based costs was primarily due to planned maintenance turnaround activities and higher energy costs.

2.Period-end balances on hand are included in inventory.

3.The increase in services and fees resulted from TDCC's periodic review of its cost allocation for global services.

Tax Sharing Agreement

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.

In the first quarter of 2024, the Corporation recorded a decrease of approximately $220 million of its income tax and related interest receivable due to a tax audit closure. These amounts were settled through the Corporation's cash management process with TDCC and were 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, 2025 and 2024:

Cash Dividends Declared and Paid	Three Months Ended
	Mar 31, 2025		Mar 31, 2024
In millions
Cash dividends declared and paid	$	28	$	43

In the first quarter of 2025, the Corporation received dividends from its related company investments of $4 million, recorded in "Sundry income (expense) - net" in the consolidated statements of income.

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NOTE 13 - BUSINESS AND GEOGRAPHIC REGIONS

The Corporation's results are reported as a single operating segment as the consolidated statements of income are presented to the CODM without further disaggregation.

Sales to external customers, which are attributed to geographic regions based on customer location, were as follows:

Sales to External Customers by Geographic Region	Three Months Ended
In millions	Mar 31, 2025		Mar 31, 2024
United States	$	27	$	31
Asia Pacific	3		—
Total sales to external customers	$	30	$	31

Long-lived assets, which are attributed to geographic regions based on asset location, were as follows:

Long-Lived Assets by Geographic Region	Mar 31, 2025		Dec 31, 2024
In millions
United States	$	1,130	$	1,093
Asia Pacific	17		18
Rest of World	10		10
Total long-lived assets	$	1,157	$	1,121

The following table summarizes depreciation and amortization expense for the three months ended March 31, 2025 and 2024:

Depreciation and Amortization Expense	Three Months Ended
	Mar 31, 2025		Mar 31, 2024
In millions
Depreciation and amortization expense	$	35	$	35

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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 the 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 and the Corporation's business activities comprise components of TDCC's global businesses rather than stand-alone operations. Further, the Corporation sells substantially all of its products to TDCC in order to simplify the customer interface process. The Corporation's Board of Directors, acting pursuant to the authority delegated to it by TDCC, functions as the Corporation's chief operating decision maker ("CODM") to assess UCC's results and allocate resources for its operations. The Corporation's results are reported as a single operating segment as the consolidated statements of income are presented to the CODM without further disaggregation.

RESULTS OF OPERATIONS

Net Sales

Total net sales were $978 million for the first three months of 2025 compared with $1,098 million for the first three months of 2024, a decrease of 11 percent. Net sales to related companies, principally to TDCC, were $948 million for the first three months of 2025 compared with $1,067 million for the first three months of 2024, a decrease of 11 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 three months of 2025 decreased 5 percent compared with the first three months of 2024. Price decreased in most product lines, with the most significant decreases in polyethylene, ethanolamines, ethylene oxide/ethylene glycol, acrylic monomers and ethyleneamines. Volume for the first three months of 2025 decreased 6 percent compared with the first three months of 2024. Volume decreased in most product lines, with the most significant decreases in polyethylene, glycol ethers and ethanolamines, due primarily to planned maintenance turnaround activity and impacts from a winter storm on the U.S. Gulf Coast in January 2025. These volume decreases were partially offset by increased volume in certain product lines, with the most significant increases in surfactants and ethyleneamines.

Cost of Sales

Cost of sales was $1,064 million for the first three months of 2025 compared with $931 million for the first three months of 2024, an increase of 14 percent. Cost of sales as a percentage of net sales was 108.8 percent for the first three months of 2025 compared with 84.8 percent for the first three months of 2024. The increase in cost of sales was primarily due to higher feedstock and energy costs, a large planned maintenance turnaround project in Seadrift, Texas, and the impact of a one-time insurance recovery received in the first quarter of 2024, partially offset by lower sales volume.

Restructuring and Asset Related Charges - Net

In the first quarter of 2025, the Corporation initiated targeted actions to further achieve its cost reduction initiatives in response to ongoing macroeconomic weakness, while reinforcing long-term competitiveness across the economic cycle. As a result of these actions, in the first quarter of 2025 the Corporation recorded pretax charges of $6 million for severance and related benefit costs. 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, which 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.

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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, dividend income, non-operating pension and other postretirement benefit plan credits or costs, commissions and gains and losses on sales of investments and assets and on foreign currency exchange.

Sundry income (expense) – net in the first three months of 2025 was expense of $30 million compared with expense of $25 million in the first three months of 2024. The increase was primarily the result of an increase in charges for management services provided by TDCC and higher non-operating defined benefit pension costs resulting from lower expected returns on plan assets. These increases were partially offset by a dividend received from an investment in a related company. In addition, Sundry income (expense) - net in the first three months of 2024 included a $2 million gain on the sale of the 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 defined benefit pension plans and Note 12 to the Consolidated Financial Statements for additional information about the Corporation's related party transactions.

Interest Income

Interest income was $27 million for the first three months of 2025 compared with $33 million for the first three months of 2024. The decrease in interest income primarily resulted from decreased interest rates.

Provision (Credit) for Income Taxes

The Corporation is subject primarily to U.S. federal and state taxes. For the first three months of 2025, the Corporation reported a credit for income taxes of $21 million, which resulted in an effective tax rate of 20.4 percent, compared with a tax provision of $36 million for the first three months of 2024, which resulted in an effective tax rate of 21.8 percent.

Net Income (Loss) Attributable to UCC

The Corporation reported a net loss of $82 million for the first three months of 2025 compared with net income of $129 million for the first three months of 2024. The net loss reported in the first three months of 2025 was primarily driven by lower price; lower sales volume, primarily due to planned maintenance turnaround activity and a winter storm on the U.S. Gulf Coast in January 2025; higher feedstock and energy costs and costs related to a large planned maintenance turnaround project.

Capital Expenditures

Capital expenditures in the first three months of 2025 were $68 million compared with $76 million in the first three months of 2024.

Pension Plans

As part of its ongoing pension de-risking initiatives, the Corporation initiated the termination of certain tax-qualified defined benefit pension plans which include the tax-qualified benefit obligations for substantially all employees hired after January 1, 2008, who earned benefits based on a set percentage of annual pay, plus interest. As part of the plan termination process, the Corporation will offer participants of these plans annuity or lump sum distribution options. Final asset distributions are expected to be paid from plan assets in the fourth quarter of 2025. The Corporation anticipates that these asset distributions will result in pension settlement charges, with the amounts dependent on various factors, including interest rates, plan asset returns, annuity pricing and participant distribution elections. See Note 10 to the Consolidated Financial Statements and Note 15 to the Consolidated Financial Statements included in the 2024 10-K for additional information related to the Corporation’s pension plans.

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 2024 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 2024 10-K. Since December 31,

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2024, 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 several 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	2025	2024
Claims unresolved at Jan 1	5,813	6,367
Claims filed	1,025	1,109
Claims settled, dismissed or otherwise resolved	(756)	(1,198)
Claims unresolved at Mar 31	6,082	6,278
Claimants with claims against both UCC and Amchem	(1,013)	(1,013)
Individual claimants at Mar 31	5,069	5,265

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 12 to the Consolidated Financial Statements included in the 2024 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 March 31, 2025.

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 the first three months of 2025, the Corporation declared and paid cash dividends of $28 million to TDCC ($43 million for the first three months of 2024).

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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 March 31, 2025, 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 three months of 2025. For a current status of asbestos-related matters, see Note 7 to the Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

Since December 31, 2024, there have been no material changes to the Corporation's Risk Factors, except as noted below:

Global Economic Considerations: The Corporation operates in a global, competitive environment which gives rise to operating and market risk exposure.

The Corporation sells substantially all of its products to TDCC, which operates in a competitive, global environment, and competes worldwide for sales. Increased levels of competition could result in lower prices or lower sales volume, which could have a negative impact on the Corporation's results of operations. Sales of TDCC's products are also subject to extensive federal, state, local and foreign laws and regulations; trade agreements; import and export controls; taxes; and duties and tariffs. The imposition of additional regulations, controls, taxes, duties and tariffs or changes to bilateral and regional trade agreements could result in lower sales volume for the Corporation's products, which could negatively impact the Corporation's results of operations.

In the first quarter of 2025, the United States imposed tariffs on specific goods imported from certain trading partners and suggested the potential for additional widespread tariffs in the near term. Subsequently, on April 2, 2025, the United States announced new tariffs on virtually all imported goods, with the exception of goods imported from Canada and Mexico that are compliant with the United States-Mexico-Canada Agreement, a trade agreement which became effective in 2020. On April 9, 2025, the United States announced that a significant portion of its new retaliatory tariffs for most countries, with the exception of China, would be paused and most other tariffs lowered to 10 percent for 90 days. These actions are impacting bilateral trade relations, with many U.S. trading partners imposing or publicly considering retaliatory tariffs on U.S. imports. Global trade policies are rapidly evolving, with frequent changes to the planned effective dates of announced tariffs and uncertainty regarding their enforcement and duration, resulting in global financial market volatility. In addition, the United States has initiated federal investigations on certain materials and logistics of trade which could impact supply chain operations, availability of materials and other costs. The United States is also considering sector specific safeguard investigations which could further disrupt supply chain operations. Tariffs, trade policies and other government actions, including retaliatory measures, could have a negative impact on the Corporation’s results of operations.

Economic conditions around the world, and in certain industries and regions in which the Corporation and TDCC do business, also impact sales price and volume and affect the efficacy of the Corporation's supply chain. For example, market uncertainty and an economic downturn driven by inflationary pressures, higher input costs and margin compression have reduced demand for the Corporation's products, resulting in decreased sales volume in recent years which has yet to fully recover. Adverse economic conditions also caused supply chain constraints. These factors have had a negative impact on the Corporation's results of operations. Additionally, political tensions; war, including the ongoing conflicts in the Middle East and between Russia and Ukraine with the related sanctions and export restrictions; terrorism; epidemics; pandemics; or political instability in the geographic regions or industries in which UCC products are sold could also reduce demand for these products and result in decreased sales volume or supply chain disruptions, which could have a negative impact on UCC's results of operations.

The United States, Canada, the European Union and other countries imposed economic sanctions on Russia in response to its February 2022 invasion of Ukraine. As a result, Dow suspended purchases of feedstocks and energy from Russia and stopped all investments in Russia. Additionally, Dow reduced its product offerings and is currently supplying Russia with only limited non-sanctioned goods. These actions have not had and are not expected to have a material impact on the Corporation’s financial condition or results of operations. However, the fluidity and continuation of the conflict may result in additional economic sanctions and other impacts which could have a negative impact on Dow’s financial condition, results of operations and cash flows. These include decreased

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sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on and availability of raw materials and energy, most notably in Europe; and heightened cybersecurity threats. Further, the intensity and duration of conflicts in the Middle East and potential expansion of hostilities in the region are difficult to predict and could disrupt the Corporation's supply chain operations, which could have a negative impact on the Corporation's results of operations.

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: April 25, 2025

/s/ ANDREA L. DOMINOWSKI

Andrea L. Dominowski
Controller and Vice President
of Controllers
The Dow Chemical Company
(Authorized Representative of
Union Carbide Corporation)

/s/ WENDELL K. TERRY

Wendell K. Terry
Vice President, Treasurer and
Chief Financial Officer

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