10-Q

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, 2022

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:  361-553-2997

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 22, 2022, 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 March 31, 2022

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.	15
	Results of Operations.	15
	Other Matters.	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	17
Item 4.	Controls and Procedures.	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	18
Item 1A.	Risk Factors.	18
Item 4.	Mine Safety Disclosures.	18
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; the continuing global and regional economic impacts of the coronavirus disease 2019 pandemic and 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 between Russia and Ukraine; 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 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 between Russia and Ukraine; weather events and natural disasters; disruptions in the Corporation’s information technology networks and systems; 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, 2021. 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
In millions (Unaudited)	Mar 31, 2022		Mar 31, 2021
Net trade sales	$	61	$	34
Net sales to related companies	1,518		969
Total net sales	1,579		1,003
Cost of sales	1,215		1,037
Research and development expenses	7		6
Selling, general and administrative expenses	2		3
Sundry income (expense) - net	(14)		(15)
Interest income	1		1
Interest expense and amortization of debt discount	7		7
Income (loss) before income taxes	335		(64)
Provision (credit) for income taxes	80		(15)
Net income (loss) attributable to Union Carbide Corporation	$	255	$	(49)
Depreciation	$	42	$	41
Capital expenditures	$	21	$	23

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, 2022		Mar 31, 2021
Net income (loss) attributable to Union Carbide Corporation	$	255	$	(49)
Other comprehensive income, net of tax
Cumulative translation adjustments	(2)		—
Pension and other postretirement benefit plans	19		84
Total other comprehensive income	17		84
Comprehensive income attributable to Union Carbide Corporation	$	272	$	35

See Notes to the Consolidated Financial Statements.

5

Union Carbide Corporation and Subsidiaries

Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	Mar 31, 2022		Dec 31, 2021
Assets
Current Assets
Cash and cash equivalents	$	10	$	11
Accounts receivable:
Trade (net of allowance for doubtful receivables 2022: $—; 2021: $—)	52		49
Related companies	1,228		1,394
Other	23		29
Income taxes receivable	305		306
Notes receivable from related companies	1,150		988
Inventories	253		250
Other current assets	31		41
Total current assets	3,052		3,068
Investments
Investments in related companies	237		237
Other investments	22		22
Noncurrent receivables	86		83
Noncurrent receivables from related companies	67		68
Total investments	412		410
Property
Property	7,184		7,168
Less accumulated depreciation	5,997		5,960
Net property	1,187		1,208
Other Assets
Intangible assets (net of accumulated amortization 2022: $104; 2021: $103)	12		13
Operating lease right-of-use assets	117		122
Deferred income tax assets	275		288
Deferred charges and other assets	42		47
Total other assets	446		470
Total Assets	$	5,097	$	5,156
Liabilities and Equity
Current Liabilities
Notes payable to related companies	$	33	$	30
Long-term debt due within one year	3		3
Accounts payable:
Trade	331		362
Related companies	533		622
Other	23		27
Operating lease liabilities - current	20		20
Income taxes payable	95		25
Asbestos-related liabilities - current	90		85
Accrued and other current liabilities	131		171
Total current liabilities	1,259		1,345
Long-Term Debt	391		392
Other Noncurrent Liabilities
Pension and other postretirement benefits - noncurrent	468		491
Asbestos-related liabilities - noncurrent	915		931
Operating lease liabilities - noncurrent	98		103
Other noncurrent obligations	255		230
Total other noncurrent liabilities	1,736		1,755
Stockholder's Equity
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	—		—
Additional paid-in capital	141		141
Retained earnings	3,104		3,074
Accumulated other comprehensive loss	(1,534)		(1,551)
Union Carbide Corporation's stockholder's equity	1,711		1,664
Total Liabilities and Equity	$	5,097	$	5,156

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, 2022		Mar 31, 2021
Operating Activities
Net income (loss) attributable to Union Carbide Corporation	$	255	$	(49)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	51		51
Provision (credit) for deferred income tax	8		(4)
Net gain on sales of property and investments	—		(1)
Net periodic pension benefit cost (credit)	2		(1)
Pension contributions	(1)		(547)
Other, net	—		(1)
Changes in assets and liabilities:
Accounts and notes receivable	3		(6)
Related company receivables	4		594
Inventories	(3)		(34)
Accounts payable	(35)		19
Related company payables	(86)		120
Asbestos-related payments	(11)		(18)
Other assets and liabilities	58		(58)
Cash provided by operating activities	245		65
Investing Activities
Capital expenditures	(21)		(23)
Change in noncurrent receivable from related company	1		(2)
Cash used for investing activities	(20)		(25)
Financing Activities
Dividends paid to parent	(225)		(40)
Payments on long-term debt	(1)		—
Cash used for financing activities	(226)		(40)
Summary
Increase (decrease) in cash and cash equivalents	(1)		—
Cash and cash equivalents at beginning of period	11		11
Cash and cash equivalents at end of period	$	10	$	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, 2022		Mar 31, 2021
Common Stock
Balance at beginning and end of period	$	—	$	—
Additional Paid-in Capital
Balance at beginning and end of period	141		141
Retained Earnings
Balance at beginning of period	3,074		2,987
Net income (loss) attributable to Union Carbide Corporation	255		(49)
Dividends declared	(225)		(40)
Balance at end of period	3,104		2,898
Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of period	(1,551)		(1,770)
Other comprehensive income	17		84
Balance at end of period	(1,534)		(1,686)
Union Carbide Corporation's Stockholder's Equity	$	1,711	$	1,353

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	Revenue	9
3	Inventories	10
4	Intangible Assets	10
5	Commitments and Contingencies	11
6	Leases	11
7	Accumulated Other Comprehensive Loss	13
8	Pension and Other Postretirement Benefit Plans	14
9	Fair Value Measurements	14
10	Related Party Transactions	15

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 ("U.S. GAAP") 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, 2021 ("2021 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.

The Corporation’s business activities comprise components of TDCC’s global operations rather than stand-alone operations. TDCC conducts its worldwide operations through global businesses. 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 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 10 for additional information.

NOTE 2 - REVENUE

Substantially all of the Corporation's revenue is generated by sales of products, primarily 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 18 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 at

9

March 31, 2022 and December 31, 2021 was $35 million, of which $2 million was included in "Accrued and other current liabilities" and $33 million was included in "Other noncurrent obligations" in the consolidated balance sheets.

The Corporation disaggregates its revenue from contracts with customers by type of customer (sales to related companies and 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 3 - INVENTORIES

The following table provides a breakdown of inventories:

Inventories	Mar 31, 2022		Dec 31, 2021
In millions
Finished goods	$	238	$	238
Work in process	46		33
Raw materials	63		59
Supplies	77		76
Total	$	424	$	406
Adjustment of inventories to a LIFO basis	(171)		(156)
Total inventories	$	253	$	250

NOTE 4 - INTANGIBLE ASSETS

The following table provides information regarding the Corporation’s intangible assets:

Intangible Assets	Mar 31, 2022						Dec 31, 2021
In millions	Gross Carrying Amount		Accum Amort		Net		Gross Carrying Amount		Accum Amort		Net
Intangible assets with finite lives:
Developed technology	$	33	$	(33)	$	—	$	33	$	(33)	$	—
Software	83		(71)		12		83		(70)		13
Total intangible assets	$	116	$	(104)	$	12	$	116	$	(103)	$	13

Total estimated amortization expense for 2022 and the five succeeding fiscal years, including amounts expected to be capitalized, is as follows:

Estimated Amortization Expense
In millions
2022	$	5
2023	$	3
2024	$	2
2025	$	1
2026	$	1
2027	$	—

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NOTE 5 - COMMITMENTS AND CONTINGENCIES

A summary of the Corporation's commitments and contingencies can be found in Note 14 to the Consolidated Financial Statements included in the 2021 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, 2022, the Corporation had accrued obligations of $177 million for probable environmental remediation and restoration costs ($148 million at December 31, 2021), including $23 million for the remediation of Superfund sites ($23 million at December 31, 2021). 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.

Litigation

Asbestos-Related Matters

Each quarter, the Corporation reviews 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 2022 activity, it was determined that no adjustment to the accrual was required at March 31, 2022.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $1,005 million at March 31, 2022 ($1,016 million at December 31, 2021), and was included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets. At March 31, 2022, approximately 26 percent of the recorded claim liability related to pending claims and approximately 74 percent related to future claims.

NOTE 6 - LEASES

For additional information on the Corporation's leases, see Note 15 to the Consolidated Financial Statements included in the 2021 10-K.

The components of lease cost for operating and finance leases for the three months ended March 31, 2022 and 2021 were as follows:

Lease Cost	Three Months Ended
In millions	Mar 31, 2022		Mar 31, 2021
Operating lease cost	$	6	$	5
Short-term lease cost	8		6
Variable lease cost	4		2
Amortization of right-of-use assets - finance	1		—
Total lease cost	$	19	$	13

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The following table provides supplemental cash flow information related to leases:

Other Lease Information	Three Months Ended
In millions	Mar 31, 2022		Mar 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	6	$	5
Financing cash flows for finance leases	$	1	$	—

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at March 31, 2022 and December 31, 2021:

Lease Position	Balance Sheet Classification	Mar 31, 2022		Dec 31, 2021
In millions
Assets
Operating lease assets	Operating lease right-of-use assets	$	117	$	122
Finance lease assets	Property	19		19
Finance lease amortization	Accumulated depreciation	(12)		(11)
Total lease assets		$	124	$	130
Liabilities
Current
Operating	Operating lease liabilities - current	$	20	$	20
Finance	Long-term debt due within one year	3		3
Noncurrent
Operating	Operating lease liabilities - noncurrent	98		103
Finance	Long-term debt	5		6
Total lease liabilities		$	126	$	132

The weighted-average remaining lease term and discount rate for leases recorded in the consolidated balance sheets at March 31, 2022 and December 31, 2021 are provided below:

Lease Term and Discount Rate	Mar 31, 2022		Dec 31, 2021
Weighted-average remaining lease term
Operating leases	6.9 years		7.1 years
Finance leases	2.9 years		3.1 years
Weighted-average discount rate
Operating leases	3.20	%	3.17	%
Finance leases	2.60	%	2.53	%

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The following table provides the maturities of lease liabilities at March 31, 2022:

Maturities of Lease Liabilities	Mar 31, 2022
	Operating Leases		Finance Leases
In millions
2022	$	18	$	2
2023	22		3
2024	22		2
2025	20		1
2026	19		—
2027 and thereafter	30		—
Total future undiscounted lease payments	$	131	$	8
Less: Imputed interest	13		—
Total present value of lease liabilities	$	118	$	8

NOTE 7 - 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, 2022 and 2021 were as follows:

Accumulated Other Comprehensive Loss	Three Months Ended
In millions	Mar 31, 2022		Mar 31, 2021
Cumulative Translation Adjustment
Beginning balance	$	(53)	$	(55)
Unrealized gains (losses) on foreign currency translation	(2)		—
Ending balance	$	(55)	$	(55)
Pension and Other Postretirement Benefits
Beginning balance	$	(1,498)	$	(1,715)
Gains (losses) arising during the period 1	—		87
Tax (expense) benefit	—		(20)
Net gains (losses) arising during the period	—		67
Amortization of net loss reclassified from AOCL to net income (loss) 2	25		22
Tax expense (benefit) 3	(6)		(5)
Net loss reclassified from AOCL to net income (loss)	19		17
Other comprehensive income (loss), net of tax	19		84
Ending balance	$	(1,479)	$	(1,631)
Total AOCL ending balance	$	(1,534)	$	(1,686)

1.The 2021 impact relates to an interim remeasurement of U.S. pension plans due to the announced freeze of plan benefits in the first quarter of 2021.

2.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 8 for additional information.

3.Reclassified to "Provision (credit) for income taxes."

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NOTE 8 - PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

A summary of the Corporation's pension and other postretirement benefit plans can be found in Note 17 to the Consolidated Financial Statements included in the 2021 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, 2022		Mar 31, 2021
Defined Benefit Pension Plans
Service cost	$	9	$	8
Interest cost	23		19
Expected return on plan assets	(57)		(51)
Amortization of net loss	27		30
Curtailment gain	—		(7)
Net periodic benefit cost (credit)	$	2	$	(1)
Other Postretirement Benefit Plan
Interest cost	$	1	$	1
Amortization of net gain	(2)		(1)
Net periodic benefit cost (credit)	$	(1)	$	—

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

NOTE 9 - 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, 2022 and December 31, 2021:

Fair Value of Financial Instruments	Mar 31, 2022								Dec 31, 2021
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	$	(394)	$	—	$	(87)	$	(481)	$	(395)	$	—	$	(133)	$	(528)

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 10 - RELATED PARTY TRANSACTIONS

A summary of the Corporation's related party transactions can be found in Note 19 to the Consolidated Financial Statements included in the 2021 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, 2022 and 2021:

Product and Services Agreements Transactions	Three Months Ended
	Mar 31, 2022		Mar 31, 2021		Income Statement Classification
In millions
TDCC Subsidiary:
Commodity and raw materials purchases 1	$	505	$	483	Cost of sales
Commission expense	$	5	$	6	Sundry income (expense) - net
TDCC:
General administrative and overhead type services and service fee	$	16	$	17	Sundry income (expense) - net
Activity-based costs	$	20	$	19	Cost of sales

1.Period-end balances on hand are included in inventory. The increase in purchase costs was primarily due to higher feedstock costs.

Dividends

The following table summarizes cash dividends declared and paid to TDCC for the three months ended March 31, 2022 and 2021:

Cash Dividends Declared and Paid	Three Months Ended
	Mar 31, 2022		Mar 31, 2021
In millions
Cash dividends declared and paid	$	225	$	40

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.

RESULTS OF OPERATIONS

Net Sales

Total net sales were $1,579 million in the first quarter of 2022 compared with $1,003 million in the first quarter of 2021, an increase of 57 percent. Net sales to related companies, principally to TDCC, were $1,518 million in the first quarter of 2022 compared with $969 million in the first quarter of 2021, an increase of 57 percent. Selling prices to TDCC are determined in accordance with the terms of an agreement between UCC and TDCC.

Average selling price increased 47 percent in the first quarter of 2022 compared with the same quarter last year. Price increased across all product lines, driven by tight supply and demand dynamics, with the most significant price increases in polyethylene, oxo alcohols, glycol ethers, ethanolamines and plastics used for wire and cable applications. Volume increased 10 percent in the first quarter of 2022 compared with the same quarter last year as

15

freeze-related impacts of Winter Storm Uri on the U.S Gulf Coast severely limited production in the first quarter of 2021. Volume increased across most product lines with the most significant volume increases in oxo alcohols and acrylic monomers, partially offset by volume decreases in vinyl acetate monomers due to a utility outage, which resulted in unplanned maintenance, downtime and process issues in the first quarter of 2022.

Cost of Sales

Cost of sales was $1,215 million in the first quarter of 2022 compared with $1,037 million in the first quarter of 2021, an increase of 17 percent. The increase in cost of sales was driven by higher raw material and feedstock costs and increased sales volume as product sales and production in the first quarter of 2021 were negatively impacted by precautionary shutdowns, raw material supply disruptions and equipment damage resulting from Winter Storm Uri. Cost of sales in the first quarter of 2022 was also negatively impacted by environmental charges of $37 million, resulting primarily from updated remediation estimates and scope changes on existing matters.

Provision (Credit) for Income Taxes

The Corporation is subject primarily to U.S. federal and state taxes. In the first quarter of 2022, the Corporation reported a tax provision of $80 million, which resulted in an effective tax rate of 23.9 percent compared with a credit for income taxes of $15 million in the first quarter of 2021, which resulted in an effective tax rate of 23.4 percent.

Net Income (Loss) Attributable to UCC

The Corporation reported net income of $255 million in the first quarter of 2022 compared with a net loss of $49 million in the first quarter of 2021. The net loss reported in the first quarter of 2021 was driven primarily by production disruptions, increasing feedstock and energy costs not recovered through selling price increases, and repair and start-up costs resulting from the extreme weather caused by Winter Storm Uri.

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 in the Corporation's 2021 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 in the Corporation’s 2021 10-K. Since December 31, 2021, 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	2022	2021
Claims unresolved at Jan 1	8,747	9,126
Claims filed	1,214	1,110
Claims settled, dismissed or otherwise resolved	(1,154)	(1,428)
Claims unresolved at Mar 31	8,807	8,808
Claimants with claims against both UCC and Amchem	(2,072)	(2,541)
Individual claimants at Mar 31	6,735	6,267

16

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. In fact, there are no personal injury cases in which only the Corporation and/or Amchem are the sole named defendants. 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 5 to the Consolidated Financial Statements; Part II, Item 1. Legal Proceedings; and Note 14 to the Consolidated Financial Statements included in the 2021 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, 2022.

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. In the first quarter of 2022, the Corporation declared and paid a cash dividend of $225 million to TDCC ($40 million in the first quarter of 2021). On April 18, 2022, the Board approved a dividend to TDCC of $296 million, payable on or before June 24, 2022.

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 last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

17

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 2022. For a current status of asbestos-related matters, see Note 5 to the Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

Since December 31, 2021, 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, a wholly owned subsidiary of Dow Inc., 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 and duties and tariffs or changes to bilateral and regional trade agreements could result in lower sales volume, which could negatively impact the Corporation's results of operations.

Economic conditions around the world, and in certain industries in which the Corporation and TDCC do business, also impact sales price and volume. As a result, market uncertainty or an economic downturn driven by political tensions; war, including the ongoing conflict between Russia and Ukraine and 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 reduce demand for these products and result in decreased sales volume, which could have a negative impact on UCC's results of operations.

In February 2022, Russia invaded Ukraine resulting in the United States, Canada, the European Union and other countries imposing economic sanctions on Russia. Dow suspended all purchases of feedstocks and energy from Russia and has significantly reduced its operations and product offerings in the country. Dow has also stopped all investments in and is only supplying limited essential goods to Russia. 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 TDCC’s financial condition, results of operations and cash flows, which could also negatively impact the Corporation. These include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on raw materials and energy; and heightened cybersecurity threats.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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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.
10.5.20 *	Twentieth Amendment to the Amended and Restated Revolving Credit Agreement, dated March 31, 2022, effective as of January 1, 2022, between the Corporation and The Dow Chemical Company.
10.7.9 *	Ninth Amendment to Second Amended and Restated Revolving Loan Agreement, dated March 31, 2022, effective as of January 1, 2022, between the Corporation and The Dow Chemical Company.
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

19

 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 22, 2022

/s/ RONALD C. EDMONDS

Ronald C. Edmonds
Controller and Vice President
of Controllers and Tax
The Dow Chemical Company
Authorized Representative of
Union Carbide Corporation

/s/ IGNACIO MOLINA

Ignacio Molina
Vice President, Treasurer and
Chief Financial Officer

20

EX-10.5.20

EXHIBIT 10.5.20

TWENTIETH AMENDMENT TO THE AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT

ThisTwentieth Amendment to the Amended and Restated Revolving Credit Agreement (“Amendment”), dated March 31, 2022, shall be effective as of January 1, 2022, and is made and entered into by and between The Dow Chemical Company, a Delaware corporation(“Lender”) and Union Carbide Corporation, a New York corporation (“Borrower”). Lender and Borrower may each be referred to as a “Party” and together referred to as the “Parties.”

A.The Parties entered into an Amended and Restated Revolving Credit Agreement, effective May 28, 2004, as amended (the “Agreement”); and

B.The Parties acknowledge the lending industry is transitioning away from the use of the London Interbank Offered Rate (LIBOR), and, therefore, the Parties desire to enter into this Amendment to reflect changes to the interest rate to be charged under the Agreement and update other provisions of the Agreement.

The Parties hereby agree as follows:

1.Applicability of Provisions of the Agreement

Except as expressly amended by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. The Agreement and this Amendment shall be read, taken and construed as one and the same instrument, however, in the event of a conflict or inconsistency between the Agreement and this Amendment, this Amendment will control. Unless otherwise specified, references in this Amendment to Articles and Exhibits refer to the Articles and Exhibits of the Agreement. Capitalized words and phrases used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

2.Definitions

a.The following definition for “Alternative Reference Rate” is hereby added to Article 1 (Definitions):

““Alternative Reference Rate” means the reference rate set forth on Exhibit A attached hereto for the currency applicable to Advances under the Agreement.”

b.The definition for “Applicable Rate” is hereby deleted in its entirety and replaced with the following definition:

““Applicable Rate” means, as of any date of determination, the TDCC Reference Rate.”

c.The definition for “LIBOR” is hereby deleted in its entirety from Article 1 (Definitions).

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d.The following definition for “TDCC Reference Rate” is hereby added to Article 1 (Definitions):

““TDCC Reference Rate” means the interest rate established for intercompany financing transactions by the Corporate Treasury Department of The Dow Chemical Company from time to time. This rate is initially comprised of 1 month Alternative Reference Rate; plus a positive spread that represents transactions with unrelated parties under similar terms and conditions.”

3.Prior Loan Agreements

Lender and Borrower agree and acknowledge they may have entered into other loan or credit agreements dated or effective prior to the date hereof in the same capacity as under the Agreement and that all such prior loan or credit agreements are terminated and superseded by the Agreement.

4.Notices

Section 10.6(b) is hereby amended to update the Lender’s address to read:

The Dow Chemical Company

2211 H.H. Dow Way

Midland, MI 48674

Attention: Treasurer

5.Entire Agreement

This Amendment may be signed and delivered in one or more counterparts, each of which when so signed and delivered will be an original, and those counterparts will together constitute one and the same instrument. Delivery of this Amendment by facsimile, e-mail or functionally equivalent electronic transmission constitutes valid and effective delivery. This Amendment may only be modified or amended by an express written agreement signed by an authorized representative of each Party.

6.Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction set forth in the governing law section of the Agreement.

7.Construction

This Amendment was prepared jointly by the Parties, and no rule that it be construed against the drafter shall have any application in its construction or interpretation.

[Signature Page Follows]

22

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their duly authorized representatives.

BORROWER:		LENDER:
Union Carbide Corporation		The Dow Chemical Company
By:	/s/ IGNACIO MOLINA	By:	/s/ MIKE NASH
Name:	Ignacio Molina	Name:	Mike Nash
Title:	Chief Financial Officer, Vice President and Treasurer	Title:	Authorized Signatory

23

Exhibit A
Effective January 1, 2022
Currency	Country	Reference Rate	Bloomberg Ticker Index or Source	Rate Fixing Date	Source Location	Source Description	Index Name
AED	UAE	EIBOR	EIBO1M	2 Days Prior to Work Day 1	https://www.centralbank.ae/en	Central bank of UAE	Emirates Interbank Offer Rate 1 Month Ask (Index)
ARS	Argentina		Average Rate from four banks	2 Days Prior to Work Day 1	Interest rate curve quote obtained monthly from 4 banks, including one National Bank
AUD	Australia	ADBB1M	ADBB1M	2 Days Prior to Work Day 1	https://www.asx.com.au/services/benchmark.htm	Australian Securities Exchange
CAD	Canada	CDOR	CDOR01	2 Days Prior to Work Day 1	https://www.refinitiv.com/en/financial-data/financial-benchmarks/interest-rate-benchmarks/canadian-interest-rates	London Stock Exchange Group	Canada Bankers Acceptances 1 Month (Index)
CHF	Switzerland	SARON	SARO1MC	2 Days Prior to Work Day 1	https://www.six-group.com/exchanges/indices/data_centre/swiss_reference_rates/compound_rates_en.html	SIX Group Ltd (SIX)	SARON 1 month Compound Rate (Index)
CLP	Chili		https://cbf.cl/chilean-benchmarks/rates/	2nd WD of Month	https://cbf.cl/chilean-benchmarks/rates/	Chilean Benchmark Facility SpA (100% sub of Global Rate Set Systems Ltd), located on 1M Tab Nominal
CNY	China	CNDRAM	CNDRAM1Y * (1+6% VAT Rate)	As new rate is released	www.pbc.gov.cn	The People's Bank of China	China PBOC Benchmark Deposit Rate of Agreement Deposit
COP	Columbia	Citibank Mkt Rate	Citibank Market Rate	Quarterly (as of Q-end)	LATAM Treasury Funding Team obtains the rate from bank.
CZK	Czech Republic	PRIBOR	PRIB01M	2 Days Prior to Work Day 1	https://cfbf.cz/pribor/	Czech Financial Benchmark Facility (CFBF)	Czech Interbank Offered Rates 1 Month (Index)
DKK	Denmark	CIBOR	CIBO01M	2 Days Prior to Work Day 1	https://dfbf.dk/dfbf-benchmarks/rates/	Danish Financial Benchmark Facility	Copenhagen Interbank Offered Rates 1 Month (Index)
EUR	European Union	EURIBOR	EUR001M	2 Days Prior to Work Day 1	https://www.emmi-benchmarks.eu/benchmarks/euribor/rate/	European Money Markets Institute	Euribor (Euro Interbank Offered Rate) 1 Month ACT/360 (Index)
GBP	United Kingdom	SONIA	TISONI1M	2 Days Prior to Work Day 1	https://www.theice.com/iba/risk-free-rates	ICE Benchmark Administration Limited (IBA)	ICE IBA - ICE Term SONIA Reference Rates 1M (Index)
HKD	Hong Kong	HIBOR	HIHD01M	2 Days Prior to Work Day 1	https://www.hkab.org.hk/DisplayInterestSettlementRatesAction.do	The Hong Kong Association of Banks	HK Assoc of Banks Hong Kong Dollar HIBOR Fixings 1 Month (Index)
HUF	Hungary	BUBOR	BUBOR01M	2 Days Prior to Work Day 1	https://www.mnb.hu/web/en/the-central-bank	Magyar Nemzeti Bank (central bank of Hungary)	National Bank of Hungary Budapest Interbank Offered Rates 1 Month Index
IDR	Indonesia	JIBOR	JIIN1M	2 Days Prior to Work Day 1	https://www.bi.go.id/id/fungsi-utama/moneter/indonia-jibor/Default.aspx#:~:text=JIBOR%20adalah%20rata%2Drata%20dari,untuk%20tenor%20di%20atas%20overnight	Bank Indonesia	Bank Indonesia Jakarta Interbank Offering Rate 1 Month (Index)
JPY	Japan	TIBOR	TI0001M	2 Days Prior to Work Day 1	https://www.jbatibor.or.jp/english/rate/	JBA Tibor Administration	Japan Bankers Association TIBOR Fixing Rate 1 Month (Index)
KRW	South Korea	KR IRS Fixing Rate	Korea IRS	2 Days Prior to Work Day 1	4.6% (current fix rate) Arbitrarily set & enforced by Korea IRS		KRW 3 Month Certificate of Deposit (Currency) Composite
KWD	Kuwait	KIBOR	KIB0B1M	2 Days Prior to Work Day 1	https://www.cbk.gov.kw/en/monetary-policy/market-operations/main-indicators	Central bank of Kuwait	Kuwait Central Bank 1M Offer Rate (Index)
MXN	Mexico	Banamex Mkt Rate	Banamex Market Rate	1st Working Day of Qtr	LATAM Treasury Funding Team obtains the rate from bank.
MYR	Malaysia	KLIBOR	KLIB1M	2 Days Prior to Work Day 1	https://www.bnm.gov.my/rates-statistics	Bank Negara Malaysia (central bank of Malaysia)	Bank Negara Malaysia Klibor Interbank Offered Rate Fixing 1 Month
NOK	Norway	NOWA	NOWA1MA	2 Days Prior to Work Day 1	https://www.norges-bank.no/en/topics/Statistics/Interest-rates/nowa-average2/	Norges Bank	NOWA Compounded Aveage 1 Month (Index)
NZD	New Zealand	NZD Bank Bill	NDBB1M CMPN Currency	2 Days Prior to Work Day 1			NZN 1 Month Bank Bill (Currency) Composite
PHP	Philippines	PHIBOR	PREF1M	2 Days Prior to Work Day 1	https://www.bsp.gov.ph/SitePages/AboutTheBank/AboutTheBank.aspx	Bangko Sentral NL Pilipinas (centr bank of Philippines)	Philippines 1-Month Interbank Reference Rate PHIREF at 1130am (Index)

24

PLN	Poland	WIBOR	WIBO1M	2 Days Prior to Work Day 1	https://gpwbenchmark.pl/	GPW Benchmark SA	GPW Benchmark WIBID/WIBOR PLN 1M (Index)
RON	Romania	ROBOR	BUBR1M	2 Days Prior to Work Day 1	https://www.bnr.ro/ROBID-ROBOR-5672-Mobile.aspx	National Bank of Romania	National Bank of Romania ROBID-ROBOR 1 Month (Index)
SEK	Sweden	SWESTR	SWESTR	2 Days Prior to Work Day 1	www.riksbank.se/en-gb/statistics/swestr/	Riksbank	SWESTR Compounded Average 1 Month (Index)
SGD	Singapore	SORA	SORACA1M	2 Days Prior to Work Day 1	https://eservices.mas.gov.sg/statistics/dir/DomesticInterestRates.aspx	Monetary Authority of Singapore	Compounded SORA Avg 1 Months (Index)
THB	Thailand	BIBOR	BOFX1M	2 Days Prior to Work Day 1
USD	United States	SOFR	SR1M	2 Days Prior to Work Day 1	https://www.cmegroup.com/markets/interest-rates/stirs/one-month-sofr.html# vs SOFR Averages and Index Data - FEDERAL RESERVE BANK of NEW YORK (newyorkfed.org)	Federal Reserve Bank of New York	CME Term SOFR 1 Month. Consider SOFR30A Index (30 day Compounded Average)
ZAR	South Africa	JIBAR	JIBA1M	2 Days Prior to Work Day 1	JSE - Johannesburg Stock Exchange	South African Futures Exchange	SAFE South Africa Johannesburg Interbank Agreed Rate 1 Month (Index)

25

EX-10.7.9

EXHIBIT 10.7.9

NINTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
LOAN AGREEMENT

ThisNinthAmendment to Second Amended and Restated Revolving Loan Agreement (“Amendment”), dated March 31, 2022, shall be effective as of January 1, 2022, and is made and entered into by and between Union Carbide Corporation, a New York corporation(“Lender”) and The Dow Chemical Company, a Delaware corporation (“Borrower”). Lender and Borrower may each be referred to as a “Party” and together referred to as the “Parties.”

A.The Parties entered into a Second Amended and Restated Revolving Loan Agreement, effective November 1, 2005, as amended (the “Agreement”), pursuant to which Lender has a Commitment to makes advances to Borrower in an amount not to exceed $6,000,000,000 (Six Billion U.S. Dollars); and

B.The Parties acknowledge the lending industry is transitioning away from the use of the London Interbank Offered Rate (LIBOR), and, therefore, the Parties desire to enter into this Amendment to reflect changes to the interest rate to be charged under the Agreement and update other provisions of the Agreement.

The Parties hereby agree as follows:

1.Applicability of Provisions of the Agreement

Except as expressly amended by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. The Agreement and this Amendment shall be read, taken and construed as one and the same instrument, however, in the event of a conflict or inconsistency between the Agreement and this Amendment, this Amendment will control. Unless otherwise specified, references in this Amendment to Articles and Exhibits refer to the Articles and Exhibits of the Agreement. Capitalized words and phrases used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

2.Definitions

a.The following definition for “Alternative Reference Rate” is hereby added to Article 1 (Definitions):

““Alternative Reference Rate” means the reference rate set forth on Exhibit A attached hereto for the currency applicable to Advances under the Agreement.”

b.The definition for “LIBOR” is hereby deleted in its entirety from Article 1 (Definitions).

c.The definition for “TDCC Reference Rate” is hereby deleted in its entirety and replaced with the following definition:

““TDCC Reference Rate” means the interest rate established for intercompany financing transactions by the Corporate Treasury Department of The Dow Chemical Company from time

26

to time. This rate is initially comprised of 1 month Alternative Reference Rate; plus a positive spread that represents transactions with unrelated parties under similar terms and conditions.”

d.The definition of “Maturity Date” is hereby amended to mean December 30, 2022.

3.Prior Loan Agreement

Lender and Borrower agree and acknowledge they may have entered into other loan or credit agreements dated or effective prior to the date hereof in the same capacity as under the Agreement and that all such prior loan or credit agreements are terminated and superseded by the Agreement.

4.Notices

Section 7.3 is hereby amended to update the Borrower’s address to read:

The Dow Chemical Company

2211 H.H. Dow Way

Midland, MI 48674

Attention: Treasurer

5.Entire Agreement

This Amendment may be signed and delivered in one or more counterparts, each of which when so signed and delivered will be an original, and those counterparts will together constitute one and the same instrument. Delivery of this Amendment by facsimile, e-mail or functionally equivalent electronic transmission constitutes valid and effective delivery. This Amendment may only be modified or amended by an express written agreement signed by an authorized representative of each Party.

6.Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction set forth in the governing law section of the Agreement.

7.Construction

This Amendment was prepared jointly by the Parties, and no rule that it be construed against the drafter shall have any application in its construction or interpretation.

[Signature Page Follows]

27

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their duly authorized representatives.

BORROWER:		LENDER:
The Dow Chemical Company		Union Carbide Corporation
By:	/s/ MIKE NASH	By:	/s/ IGNACIO MOLINA
Name:	Mike Nash	Name:	Ignacio Molina
Title:	Authorized Signatory	Title:	Chief Financial Officer, Vice President and Treasurer

28

Exhibit A
Effective January 1, 2022
Currency	Country	Reference Rate	Bloomberg Ticker Index or Source	Rate Fixing Date	Source Location	Source Description	Index Name
AED	UAE	EIBOR	EIBO1M	2 Days Prior to Work Day 1	https://www.centralbank.ae/en	Central bank of UAE	Emirates Interbank Offer Rate 1 Month Ask (Index)
ARS	Argentina		Average Rate from four banks	2 Days Prior to Work Day 1	Interest rate curve quote obtained monthly from 4 banks, including one National Bank
AUD	Australia	ADBB1M	ADBB1M	2 Days Prior to Work Day 1	https://www.asx.com.au/services/benchmark.htm	Australian Securities Exchange
CAD	Canada	CDOR	CDOR01	2 Days Prior to Work Day 1	https://www.refinitiv.com/en/financial-data/financial-benchmarks/interest-rate-benchmarks/canadian-interest-rates	London Stock Exchange Group	Canada Bankers Acceptances 1 Month (Index)
CHF	Switzerland	SARON	SARO1MC	2 Days Prior to Work Day 1	https://www.six-group.com/exchanges/indices/data_centre/swiss_reference_rates/compound_rates_en.html	SIX Group Ltd (SIX)	SARON 1 month Compound Rate (Index)
CLP	Chili		https://cbf.cl/chilean-benchmarks/rates/	2nd WD of Month	https://cbf.cl/chilean-benchmarks/rates/	Chilean Benchmark Facility SpA (100% sub of Global Rate Set Systems Ltd), located on 1M Tab Nominal
CNY	China	CNDRAM	CNDRAM1Y * (1+6% VAT Rate)	As new rate is released	www.pbc.gov.cn	The People's Bank of China	China PBOC Benchmark Deposit Rate of Agreement Deposit
COP	Columbia	Citibank Mkt Rate	Citibank Market Rate	Quarterly (as of Q-end)	LATAM Treasury Funding Team obtains the rate from bank.
CZK	Czech Republic	PRIBOR	PRIB01M	2 Days Prior to Work Day 1	https://cfbf.cz/pribor/	Czech Financial Benchmark Facility (CFBF)	Czech Interbank Offered Rates 1 Month (Index)
DKK	Denmark	CIBOR	CIBO01M	2 Days Prior to Work Day 1	https://dfbf.dk/dfbf-benchmarks/rates/	Danish Financial Benchmark Facility	Copenhagen Interbank Offered Rates 1 Month (Index)
EUR	European Union	EURIBOR	EUR001M	2 Days Prior to Work Day 1	https://www.emmi-benchmarks.eu/benchmarks/euribor/rate/	European Money Markets Institute	Euribor (Euro Interbank Offered Rate) 1 Month ACT/360 (Index)
GBP	United Kingdom	SONIA	TISONI1M	2 Days Prior to Work Day 1	https://www.theice.com/iba/risk-free-rates	ICE Benchmark Administration Limited (IBA)	ICE IBA - ICE Term SONIA Reference Rates 1M (Index)
HKD	Hong Kong	HIBOR	HIHD01M	2 Days Prior to Work Day 1	https://www.hkab.org.hk/DisplayInterestSettlementRatesAction.do	The Hong Kong Association of Banks	HK Assoc of Banks Hong Kong Dollar HIBOR Fixings 1 Month (Index)
HUF	Hungary	BUBOR	BUBOR01M	2 Days Prior to Work Day 1	https://www.mnb.hu/web/en/the-central-bank	Magyar Nemzeti Bank (central bank of Hungary)	National Bank of Hungary Budapest Interbank Offered Rates 1 Month Index
IDR	Indonesia	JIBOR	JIIN1M	2 Days Prior to Work Day 1	https://www.bi.go.id/id/fungsi-utama/moneter/indonia-jibor/Default.aspx#:~:text=JIBOR%20adalah%20rata%2Drata%20dari,untuk%20tenor%20di%20atas%20overnight	Bank Indonesia	Bank Indonesia Jakarta Interbank Offering Rate 1 Month (Index)
JPY	Japan	TIBOR	TI0001M	2 Days Prior to Work Day 1	https://www.jbatibor.or.jp/english/rate/	JBA Tibor Administration	Japan Bankers Association TIBOR Fixing Rate 1 Month (Index)
KRW	South Korea	KR IRS Fixing Rate	Korea IRS	2 Days Prior to Work Day 1	4.6% (current fix rate) Arbitrarily set & enforced by Korea IRS		KRW 3 Month Certificate of Deposit (Currency) Composite
KWD	Kuwait	KIBOR	KIB0B1M	2 Days Prior to Work Day 1	https://www.cbk.gov.kw/en/monetary-policy/market-operations/main-indicators	Central bank of Kuwait	Kuwait Central Bank 1M Offer Rate (Index)
MXN	Mexico	Banamex Mkt Rate	Banamex Market Rate	1st Working Day of Qtr	LATAM Treasury Funding Team obtains the rate from bank.
MYR	Malaysia	KLIBOR	KLIB1M	2 Days Prior to Work Day 1	https://www.bnm.gov.my/rates-statistics	Bank Negara Malaysia (central bank of Malaysia)	Bank Negara Malaysia Klibor Interbank Offered Rate Fixing 1 Month
NOK	Norway	NOWA	NOWA1MA	2 Days Prior to Work Day 1	https://www.norges-bank.no/en/topics/Statistics/Interest-rates/nowa-average2/	Norges Bank	NOWA Compounded Aveage 1 Month (Index)
NZD	New Zealand	NZD Bank Bill	NDBB1M CMPN Currency	2 Days Prior to Work Day 1			NZN 1 Month Bank Bill (Currency) Composite
PHP	Philippines	PHIBOR	PREF1M	2 Days Prior to Work Day 1	https://www.bsp.gov.ph/SitePages/AboutTheBank/AboutTheBank.aspx	Bangko Sentral NL Pilipinas (centr bank of Philippines)	Philippines 1-Month Interbank Reference Rate PHIREF at 1130am (Index)

29

PLN	Poland	WIBOR	WIBO1M	2 Days Prior to Work Day 1	https://gpwbenchmark.pl/	GPW Benchmark SA	GPW Benchmark WIBID/WIBOR PLN 1M (Index)
RON	Romania	ROBOR	BUBR1M	2 Days Prior to Work Day 1	https://www.bnr.ro/ROBID-ROBOR-5672-Mobile.aspx	National Bank of Romania	National Bank of Romania ROBID-ROBOR 1 Month (Index)
SEK	Sweden	SWESTR	SWESTR	2 Days Prior to Work Day 1	www.riksbank.se/en-gb/statistics/swestr/	Riksbank	SWESTR Compounded Average 1 Month (Index)
SGD	Singapore	SORA	SORACA1M	2 Days Prior to Work Day 1	https://eservices.mas.gov.sg/statistics/dir/DomesticInterestRates.aspx	Monetary Authority of Singapore	Compounded SORA Avg 1 Months (Index)
THB	Thailand	BIBOR	BOFX1M	2 Days Prior to Work Day 1
USD	United States	SOFR	SR1M	2 Days Prior to Work Day 1	https://www.cmegroup.com/markets/interest-rates/stirs/one-month-sofr.html# vs SOFR Averages and Index Data - FEDERAL RESERVE BANK of NEW YORK (newyorkfed.org)	Federal Reserve Bank of New York	CME Term SOFR 1 Month. Consider SOFR30A Index (30 day Compounded Average)
ZAR	South Africa	JIBAR	JIBA1M	2 Days Prior to Work Day 1	JSE - Johannesburg Stock Exchange	South African Futures Exchange	SAFE South Africa Johannesburg Interbank Agreed Rate 1 Month (Index)

30

EX-23

Ankura Consulting Group, LLC's Consent EXHIBIT 23

Union Carbide Corporation:

Ankura Consulting Group, LLC ("Ankura") hereby consents to the use of Ankura's name and the reference to Ankura's reports appearing in this Quarterly Report on Form 10-Q of Union Carbide Corporation for the quarter ended March 31, 2022.

Date: April 22, 2022

/s/ AMY BROCKMAN

Amy Brockman
Senior Managing Director
Ankura Consulting Group, LLC

31

EX-31.1

Union Carbide Corporation and Subsidiaries EXHIBIT 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Fernando Signorini, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Union Carbide Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 22, 2022

/s/ FERNANDO SIGNORINI

Fernando Signorini
President and Chief Executive Officer

32

EX-31.2

Union Carbide Corporation and Subsidiaries EXHIBIT 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Ignacio Molina, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Union Carbide Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 22, 2022

/s/ IGNACIO MOLINA

Ignacio Molina
Vice President, Treasurer and
Chief Financial Officer

33

EX-32.1

Union Carbide Corporation and Subsidiaries EXHIBIT 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Fernando Signorini, President and Chief Executive Officer of Union Carbide Corporation (the "Corporation"), certify that:

1.the Quarterly Report on Form 10-Q of the Corporation for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: April 22, 2022

/s/ FERNANDO SIGNORINI

Fernando Signorini
President and Chief Executive Officer

34

EX-32.2

Union Carbide Corporation and Subsidiaries EXHIBIT 32.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Ignacio Molina, Vice President, Treasurer and Chief Financial Officer of Union Carbide Corporation (the "Corporation"), certify that:

1.the Quarterly Report on Form 10-Q of the Corporation for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: April 22, 2022

/s/ IGNACIO MOLINA

Ignacio Molina
Vice President, Treasurer and
Chief Financial Officer

35

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	Apr. 22, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	1-1463
Entity Registrant Name	Union Carbide Corporation
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	13-1421730
Entity Address, Address Line One	7501 STATE HIGHWAY 185 NORTH
Entity Address, City or Town	SEADRIFT
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77983
City Area Code	361
Local Phone Number	553-2997
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		935.51
Entity Central Index Key	0000100790
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Title of 12(b) Security	None

XML

Consolidated Statements of Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue from Contract with Customer, Including Assessed Tax	$ 61	$ 34
Net sales to related companies	1,518	969
Net trade sales	1,579	1,003
Cost of sales	1,215	1,037
Research and development expenses	7	6
Selling, general and administrative expenses	2	3
Sundry income (expense) - net	(14)	(15)
Interest Income, Other	1	1
Interest expense and amortization of debt discount	7	7
Income before income taxes	335	(64)
Provision for income taxes	80	(15)
Net Income Attributable to Union Carbide Corporation	$ 255	$ (49)

XML

Consolidated Statements of Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Supplemental Income Statement Elements [Abstract]
Depreciation	$ 42	$ 41
Capital expenditures	$ 21	$ 23

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss) attributable to Union Carbide Corporation	$ 255	$ (49)
Cumulative translation adjustments	(2)	0
Pension and other postretirement benefit plans	19	84
Total other comprehensive income	17	84
Comprehensive income attributable to Union Carbide Corporation	$ 272	$ 35

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 10	$ 11
Trade (net of allowance for doubtful receivables 2020: $-; 2019: $-)	52	49
Related companies	1,228	1,394
Other	23	29
Income taxes receivable	305	306
Notes receivable from related companies	1,150	988
Inventories	253	250
Other current assets	31	41
Total current assets	3,052	3,068
Investments in related companies	237	237
Other investments	22	22
Noncurrent receivables	86	83
Noncurrent receivables from related companies	67	68
Total investments	412	410
Property	7,184	7,168
Less accumulated depreciation	5,997	5,960
Net property	1,187	1,208
Intangible assets (net of accumulated amortization 2020: $92; 2019: $90)	12	13
Operating lease right-of-use assets	117	122
Deferred Tax Assets, Deferred Income	275	288
Deferred charges and other assets	42	47
Total other assets	446	470
Total Assets	5,097	5,156
Notes payable - related companies	33	30
Long-term debt due within one year	3	3
Trade	331	362
Related companies	533	622
Other	23	27
Operating lease liabilities - current	20	20
Income taxes payable	95	25
Asbestos-related liabilities - current	90	85
Accrued and other current liabilities	131	171
Total current liabilities	1,259	1,345
Long-Term Debt	391	392
Pension and other postretirement benefits - noncurrent	468	491
Asbestos-related liabilities - noncurrent	915	931
Operating lease liabilities - noncurrent	98	103
Other noncurrent obligations	255	230
Liabilities, Other than Long-term Debt, Noncurrent	1,736	1,755
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	0	0
Additional paid-in capital	141	141
Retained earnings	3,104	3,074
Accumulated other comprehensive loss	(1,534)	(1,551)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,711	1,664
Total Liabilities and Equity	$ 5,097	$ 5,156

XML

Consolidated Balance Sheets Parentheticals - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 0	$ 0
Finite-Lived Intangible Assets, Accumulated Amortization	$ 104	$ 103
Common stock, shares authorized	1,000	1,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	935.51	935.51

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Cash Flows [Abstract]
Net income (loss) attributable to Union Carbide Corporation	$ 255	$ (49)
Depreciation and amortization	51	51
Provision (credit) for deferred income tax	8	(4)
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property	0	(1)
Net periodic pension benefit cost	2	(1)
Pension contributions	(1)	(547)
Other Noncash Income	0	(1)
Accounts and notes receivable	3	(6)
Related company receivables	4	594
Inventories	(3)	(34)
Accounts payable	(35)	19
Related company payables	(86)	120
Asbestos-related payments	(11)	(18)
Increase (Decrease) in Other Operating Assets and Liabilities, Net	58	(58)
Cash provided by operating activities	245	65
Capital expenditures	(21)	(23)
Change in noncurrent receivable from related company	1	(2)
Cash used for investing activities	(20)	(25)
Dividends paid to parent	(225)	(40)
Repayments of Long-term Debt	1	0
Cash used for financing activities	(226)	(40)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total	(1)	0
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance	11	11
Cash and cash equivalents at end of period	$ 10	$ 11

XML

Consolidated Statements of Equity - USD ($) $ in Millions	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest		$ 0	$ 141	$ 2,987	$ (1,770)
Net income (loss) attributable to Union Carbide Corporation	$ (49)			(49)
Dividends, Common Stock				(40)
Other Comprehensive Income (Loss), Net of Tax	(84)				84
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,353	0	141	2,898	(1,686)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,664	0	141	3,074	(1,551)
Net income (loss) attributable to Union Carbide Corporation	255			255
Dividends, Common Stock				(225)
Other Comprehensive Income (Loss), Net of Tax	(17)				17
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 1,711	$ 0	$ 141	$ 3,104	$ (1,534)

XML

CONSOLIDATED FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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 ("U.S. GAAP") 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, 2021 ("2021 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.

The Corporation’s business activities comprise components of TDCC’s global operations rather than stand-alone operations. TDCC conducts its worldwide operations through global businesses. 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 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 10 for additional information.

XML

REVENUE FROM CONTRACT WITH CUSTOMERS

3 Months Ended

Mar. 31, 2022

Revenue Recognition and Deferred Revenue [Abstract]

Revenue from Contract with Customer [Text Block]

REVENUE

Substantially all of the Corporation's revenue is generated by sales of products, primarily 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 18 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 at

March 31, 2022 and December 31, 2021 was $35 million, of which $2 million was included in "Accrued and other current liabilities" and $33 million was included in "Other noncurrent obligations" in the consolidated balance sheets.

The Corporation disaggregates its revenue from contracts with customers by type of customer (sales to related companies and 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.

XML

INVENTORIES

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

The following table provides a breakdown of inventories:

Inventories	Mar 31, 2022		Dec 31, 2021
In millions
Finished goods	$	238	$	238
Work in process	46		33
Raw materials	63		59
Supplies	77		76
Total	$	424	$	406
Adjustment of inventories to a LIFO basis	(171)		(156)
Total inventories	$	253	$	250

XML

INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2022

Intangible Assets, Net (Excluding Goodwill) [Abstract]

INTANGIBLE ASSETS DISCLOSURE

INTANGIBLE ASSETS

The following table provides information regarding the Corporation’s intangible assets:

Intangible Assets	Mar 31, 2022						Dec 31, 2021
In millions	Gross Carrying Amount		Accum Amort		Net		Gross Carrying Amount		Accum Amort		Net
Intangible assets with finite lives:
Developed technology	$	33	$	(33)	$	—	$	33	$	(33)	$	—
Software	83		(71)		12		83		(70)		13
Total intangible assets	$	116	$	(104)	$	12	$	116	$	(103)	$	13

Total estimated amortization expense for 2022 and the five succeeding fiscal years, including amounts expected to be capitalized, is as follows:

Estimated Amortization Expense
In millions
2022	$	5
2023	$	3
2024	$	2
2025	$	1
2026	$	1
2027	$	—

XML

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES DISCLOSURE

COMMITMENTS AND CONTINGENCIES

A summary of the Corporation's commitments and contingencies can be found in Note 14 to the Consolidated Financial Statements included in the 2021 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, 2022, the Corporation had accrued obligations of $177 million for probable environmental remediation and restoration costs ($148 million at December 31, 2021), including $23 million for the remediation of Superfund sites ($23 million at December 31, 2021). 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.

Litigation

Asbestos-Related Matters

Each quarter, the Corporation reviews 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 2022 activity, it was determined that no adjustment to the accrual was required at March 31, 2022.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $1,005 million at March 31, 2022 ($1,016 million at December 31, 2021), and was included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets. At March 31, 2022, approximately 26 percent of the recorded claim liability related to pending claims and approximately 74 percent related to future claims.

XML

LEASES (Notes)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Lessee, Operating And Finance Leases

LEASES

For additional information on the Corporation's leases, see Note 15 to the Consolidated Financial Statements included in the 2021 10-K.

The components of lease cost for operating and finance leases for the three months ended March 31, 2022 and 2021 were as follows:

Lease Cost	Three Months Ended
In millions	Mar 31, 2022		Mar 31, 2021
Operating lease cost	$	6	$	5
Short-term lease cost	8		6
Variable lease cost	4		2
Amortization of right-of-use assets - finance	1		—
Total lease cost	$	19	$	13

The following table provides supplemental cash flow information related to leases:

Other Lease Information	Three Months Ended
In millions	Mar 31, 2022		Mar 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	6	$	5
Financing cash flows for finance leases	$	1	$	—

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at March 31, 2022 and December 31, 2021:

Lease Position	Balance Sheet Classification	Mar 31, 2022		Dec 31, 2021
In millions
Assets
Operating lease assets	Operating lease right-of-use assets	$	117	$	122
Finance lease assets	Property	19		19
Finance lease amortization	Accumulated depreciation	(12)		(11)
Total lease assets		$	124	$	130
Liabilities
Current
Operating	Operating lease liabilities - current	$	20	$	20
Finance	Long-term debt due within one year	3		3
Noncurrent
Operating	Operating lease liabilities - noncurrent	98		103
Finance	Long-term debt	5		6
Total lease liabilities		$	126	$	132

The weighted-average remaining lease term and discount rate for leases recorded in the consolidated balance sheets at March 31, 2022 and December 31, 2021 are provided below:

Lease Term and Discount Rate	Mar 31, 2022		Dec 31, 2021
Weighted-average remaining lease term
Operating leases	6.9 years		7.1 years
Finance leases	2.9 years		3.1 years
Weighted-average discount rate
Operating leases	3.20	%	3.17	%
Finance leases	2.60	%	2.53	%

The following table provides the maturities of lease liabilities at March 31, 2022:

Maturities of Lease Liabilities	Mar 31, 2022
	Operating Leases		Finance Leases
In millions
2022	$	18	$	2
2023	22		3
2024	22		2
2025	20		1
2026	19		—
2027 and thereafter	30		—
Total future undiscounted lease payments	$	131	$	8
Less: Imputed interest	13		—
Total present value of lease liabilities	$	118	$	8

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AOCL

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

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, 2022 and 2021 were as follows:

Accumulated Other Comprehensive Loss	Three Months Ended
In millions	Mar 31, 2022		Mar 31, 2021
Cumulative Translation Adjustment
Beginning balance	$	(53)	$	(55)
Unrealized gains (losses) on foreign currency translation	(2)		—
Ending balance	$	(55)	$	(55)
Pension and Other Postretirement Benefits
Beginning balance	$	(1,498)	$	(1,715)
Gains (losses) arising during the period 1	—		87
Tax (expense) benefit	—		(20)
Net gains (losses) arising during the period	—		67
Amortization of net loss reclassified from AOCL to net income (loss) 2	25		22
Tax expense (benefit) 3	(6)		(5)
Net loss reclassified from AOCL to net income (loss)	19		17
Other comprehensive income (loss), net of tax	19		84
Ending balance	$	(1,479)	$	(1,631)
Total AOCL ending balance	$	(1,534)	$	(1,686)

1.The 2021 impact relates to an interim remeasurement of U.S. pension plans due to the announced freeze of plan benefits in the first quarter of 2021.

2.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 8 for additional information.

3.Reclassified to "Provision (credit) for income taxes."

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

3 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

A summary of the Corporation's pension and other postretirement benefit plans can be found in Note 17 to the Consolidated Financial Statements included in the 2021 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, 2022		Mar 31, 2021
Defined Benefit Pension Plans
Service cost	$	9	$	8
Interest cost	23		19
Expected return on plan assets	(57)		(51)
Amortization of net loss	27		30
Curtailment gain	—		(7)
Net periodic benefit cost (credit)	$	2	$	(1)
Other Postretirement Benefit Plan
Interest cost	$	1	$	1
Amortization of net gain	(2)		(1)
Net periodic benefit cost (credit)	$	(1)	$	—

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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Fair Value Measures and Disclosures

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Financial Instruments Disclosure [Text Block]

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, 2022 and December 31, 2021:

Fair Value of Financial Instruments	Mar 31, 2022								Dec 31, 2021
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	$	(394)	$	—	$	(87)	$	(481)	$	(395)	$	—	$	(133)	$	(528)

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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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS DISCLOSURE

RELATED PARTY TRANSACTIONS

A summary of the Corporation's related party transactions can be found in Note 19 to the Consolidated Financial Statements included in the 2021 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, 2022 and 2021:

Product and Services Agreements Transactions	Three Months Ended
	Mar 31, 2022		Mar 31, 2021		Income Statement Classification
In millions
TDCC Subsidiary:
Commodity and raw materials purchases 1	$	505	$	483	Cost of sales
Commission expense	$	5	$	6	Sundry income (expense) - net
TDCC:
General administrative and overhead type services and service fee	$	16	$	17	Sundry income (expense) - net
Activity-based costs	$	20	$	19	Cost of sales

1.Period-end balances on hand are included in inventory. The increase in purchase costs was primarily due to higher feedstock costs.

Dividends

The following table summarizes cash dividends declared and paid to TDCC for the three months ended March 31, 2022 and 2021:

Cash Dividends Declared and Paid	Three Months Ended
	Mar 31, 2022		Mar 31, 2021
In millions
Cash dividends declared and paid	$	225	$	40

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INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

The following table provides a breakdown of inventories:

Inventories	Mar 31, 2022		Dec 31, 2021
In millions
Finished goods	$	238	$	238
Work in process	46		33
Raw materials	63		59
Supplies	77		76
Total	$	424	$	406
Adjustment of inventories to a LIFO basis	(171)		(156)
Total inventories	$	253	$	250

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INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2022

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

The following table provides information regarding the Corporation’s intangible assets:

Intangible Assets	Mar 31, 2022						Dec 31, 2021
In millions	Gross Carrying Amount		Accum Amort		Net		Gross Carrying Amount		Accum Amort		Net
Intangible assets with finite lives:
Developed technology	$	33	$	(33)	$	—	$	33	$	(33)	$	—
Software	83		(71)		12		83		(70)		13
Total intangible assets	$	116	$	(104)	$	12	$	116	$	(103)	$	13

Schedule of Expected Amortization Expense [Table Text Block]

Total estimated amortization expense for 2022 and the five succeeding fiscal years, including amounts expected to be capitalized, is as follows:

Estimated Amortization Expense
In millions
2022	$	5
2023	$	3
2024	$	2
2025	$	1
2026	$	1
2027	$	—

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LEASES (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Lease, Cost [Table Text Block]

The components of lease cost for operating and finance leases for the three months ended March 31, 2022 and 2021 were as follows:

Lease Cost	Three Months Ended
In millions	Mar 31, 2022		Mar 31, 2021
Operating lease cost	$	6	$	5
Short-term lease cost	8		6
Variable lease cost	4		2
Amortization of right-of-use assets - finance	1		—
Total lease cost	$	19	$	13

Schedule of Supplemental Cash Flow Information Related to Leases [Table Text Block]

The following table provides supplemental cash flow information related to leases:

Other Lease Information	Three Months Ended
In millions	Mar 31, 2022		Mar 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	6	$	5
Financing cash flows for finance leases	$	1	$	—

Schedule of Lease Assets and Liabilities [Table Text Block]

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at March 31, 2022 and December 31, 2021:

Lease Position	Balance Sheet Classification	Mar 31, 2022		Dec 31, 2021
In millions
Assets
Operating lease assets	Operating lease right-of-use assets	$	117	$	122
Finance lease assets	Property	19		19
Finance lease amortization	Accumulated depreciation	(12)		(11)
Total lease assets		$	124	$	130
Liabilities
Current
Operating	Operating lease liabilities - current	$	20	$	20
Finance	Long-term debt due within one year	3		3
Noncurrent
Operating	Operating lease liabilities - noncurrent	98		103
Finance	Long-term debt	5		6
Total lease liabilities		$	126	$	132

Lease Terms and Discount Rates [Table Text Block]

The weighted-average remaining lease term and discount rate for leases recorded in the consolidated balance sheets at March 31, 2022 and December 31, 2021 are provided below:

Lease Term and Discount Rate	Mar 31, 2022		Dec 31, 2021
Weighted-average remaining lease term
Operating leases	6.9 years		7.1 years
Finance leases	2.9 years		3.1 years
Weighted-average discount rate
Operating leases	3.20	%	3.17	%
Finance leases	2.60	%	2.53	%

Maturities of Lease Liabilities [Table Text Block]

The following table provides the maturities of lease liabilities at March 31, 2022:

Maturities of Lease Liabilities	Mar 31, 2022
	Operating Leases		Finance Leases
In millions
2022	$	18	$	2
2023	22		3
2024	22		2
2025	20		1
2026	19		—
2027 and thereafter	30		—
Total future undiscounted lease payments	$	131	$	8
Less: Imputed interest	13		—
Total present value of lease liabilities	$	118	$	8

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AOCL (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Components of Other Comprehensive Income (Loss)

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three months ended March 31, 2022 and 2021 were as follows:

Accumulated Other Comprehensive Loss	Three Months Ended
In millions	Mar 31, 2022		Mar 31, 2021
Cumulative Translation Adjustment
Beginning balance	$	(53)	$	(55)
Unrealized gains (losses) on foreign currency translation	(2)		—
Ending balance	$	(55)	$	(55)
Pension and Other Postretirement Benefits
Beginning balance	$	(1,498)	$	(1,715)
Gains (losses) arising during the period 1	—		87
Tax (expense) benefit	—		(20)
Net gains (losses) arising during the period	—		67
Amortization of net loss reclassified from AOCL to net income (loss) 2	25		22
Tax expense (benefit) 3	(6)		(5)
Net loss reclassified from AOCL to net income (loss)	19		17
Other comprehensive income (loss), net of tax	19		84
Ending balance	$	(1,479)	$	(1,631)
Total AOCL ending balance	$	(1,534)	$	(1,686)

1.The 2021 impact relates to an interim remeasurement of U.S. pension plans due to the announced freeze of plan benefits in the first quarter of 2021.

2.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 8 for additional information.

3.Reclassified to "Provision (credit) for income taxes."

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables)

3 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

Net Periodic Benefit Cost for All Significant Plans

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, 2022		Mar 31, 2021
Defined Benefit Pension Plans
Service cost	$	9	$	8
Interest cost	23		19
Expected return on plan assets	(57)		(51)
Amortization of net loss	27		30
Curtailment gain	—		(7)
Net periodic benefit cost (credit)	$	2	$	(1)
Other Postretirement Benefit Plan
Interest cost	$	1	$	1
Amortization of net gain	(2)		(1)
Net periodic benefit cost (credit)	$	(1)	$	—

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Fair Value Measures and Disclosures (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping [Table Text Block]

The following table summarizes the fair value of the Corporation's financial instruments at March 31, 2022 and December 31, 2021:

Fair Value of Financial Instruments	Mar 31, 2022								Dec 31, 2021
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	$	(394)	$	—	$	(87)	$	(481)	$	(395)	$	—	$	(133)	$	(528)

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.

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Related Party Disclosures (Tables)

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

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, 2022 and 2021:

Product and Services Agreements Transactions	Three Months Ended
	Mar 31, 2022		Mar 31, 2021		Income Statement Classification
In millions
TDCC Subsidiary:
Commodity and raw materials purchases 1	$	505	$	483	Cost of sales
Commission expense	$	5	$	6	Sundry income (expense) - net
TDCC:
General administrative and overhead type services and service fee	$	16	$	17	Sundry income (expense) - net
Activity-based costs	$	20	$	19	Cost of sales

1.Period-end balances on hand are included in inventory. The increase in purchase costs was primarily due to higher feedstock costs.

Dividends Declared

The following table summarizes cash dividends declared and paid to TDCC for the three months ended March 31, 2022 and 2021:

Cash Dividends Declared and Paid	Three Months Ended
	Mar 31, 2022		Mar 31, 2021
In millions
Cash dividends declared and paid	$	225	$	40

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Revenue from Contract with Customer (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Revenue from External Customer [Line Items]
Contract with Customer, Liability	$ 35	$ 35
Accrued Liabilities [Member]
Revenue from External Customer [Line Items]
Contract with Customer, Liability, Current	2	2
Other Noncurrent Liabilities [Member]
Revenue from External Customer [Line Items]
Contract with Customer, Liability, Noncurrent	$ 33	$ 33
Maximum [Member]
Revenue from External Customer [Line Items]
Revenue, Performance Obligation, Description of Timing	18 years

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INVENTORIES (Schedule of Inventories) (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Finished goods	$ 238	$ 238
Work in process	46	33
Raw materials	63	59
Supplies	77	76
Inventory, Gross	424	406
Inventory Adjustments	(171)	(156)
Total inventories	$ 253	$ 250

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INTANGIBLE ASSETS (Schedule of Amortization Expense of Intangible Assets) (Table and Narrative) (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Gross	$ 116	$ 116
Finite-Lived Intangible Assets, Accumulated Amortization	(104)	(103)
Finite-Lived Intangible Assets, Net	12	13
Developed Technology Rights
Finite-Lived Intangible Assets, Gross	33	33
Finite-Lived Intangible Assets, Accumulated Amortization	(33)	(33)
Finite-Lived Intangible Assets, Net	0	0
Software [Member]
Finite-Lived Intangible Assets, Gross	83	83
Finite-Lived Intangible Assets, Accumulated Amortization	(71)	(70)
Finite-Lived Intangible Assets, Net	$ 12	$ 13

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INTANGIBLE ASSETS (Schedule of Future Amortization Expense of Intangible Assets) (Details) $ in Millions	Mar. 31, 2022 USD ($)
Finite-Lived Intangible Asset, Expected Amortization, Year One	$ 5
Finite-Lived Intangible Asset, Expected Amortization, Year Two	3
Finite-Lived Intangible Asset, Expected Amortization, Year Three	2
Finite-Lived Intangible Asset, Expected Amortization, Year Four	1
Finite-Lived Intangible Asset, Expected Amortization, Year Five	1
Finite-Lived Intangible Asset, Expected Amortization, after Year Five	$ 0

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COMMITMENTS AND CONTINGENCIES (Environmental Matters) (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Site Contingency [Line Items]
Accrual for Environmental Loss Contingencies	$ 177	$ 148
Accrual for Environmental Loss Contingencies, Revision in Estimates	37
Super Fund Sites [Member]
Site Contingency [Line Items]
Accrual for Environmental Loss Contingencies	$ 23	$ 23

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COMMITMENTS AND CONTINGENCIES (Asbestos-Related Matters of Union Carbide Corporation) (Table and Narrative) (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Liability for Asbestos and Environmental Claims, Gross	$ 1,005	$ 1,016
Percentage of recorded asbestos liability related to pending claims	26.00%
Percentage of recorded asbestos liability related to future claims	74.00%

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LEASES COSTS AND OTHER INFORMATION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating Lease Cost	$ 6	$ 5
Short-term Lease Cost	8	6
Variable Lease, Cost	4	2
Finance Lease, Right-of-Use Asset, Amortization	1	0
Lease, Cost	19	13
Operating cash flows for operating leases	6	5
Finance Lease, Principal Payments	$ 1	$ 0

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LEASES POSITION (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Operating lease right-of-use assets	$ 117	$ 122
Total Lease Assets	124	130
Operating lease liabilities - current	20	20
Finance Lease, Liability, Current	3	3
Operating lease liabilities - noncurrent	98	103
Finance Lease, Liability, Noncurrent	5	6
Total Lease Liabilities	126	132
Property, Plant and Equipment
Finance Lease, Right-of-Use Asset, before Accumulated Amortization	19	19
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment
Finance Lease, Right-of-Use Asset, Accumulated Amortization	$ (12)	$ (11)

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LEASES TERM AND DISCOUNT (Details)	Mar. 31, 2022	Dec. 31, 2021
Operating Lease, Weighted Average Remaining Lease Term	6 years 10 months 24 days	7 years 1 month 6 days
Finance Lease, Weighted Average Remaining Lease Term	2 years 10 months 24 days	3 years 1 month 6 days
Operating Lease, Weighted Average Discount Rate, Percent	3.20%	3.17%
Finance Lease, Weighted Average Discount Rate, Percent	2.60%	2.53%

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LEASE MATURITIES (Details) $ in Millions	Mar. 31, 2022 USD ($)
Lessee, Operating Lease, Liability, Payments, Remainder of 2022	$ 18
Lessee, Operating Lease, Liability, Payments, Due 2023	22
Lessee, Operating Lease, Liability, Payments, Due 2024	22
Lessee, Operating Lease, Liability, Payments, Due 2025	20
Lessee, Operating Lease, Liability, Payments, Due 2026	19
Lessee, Operating Lease, Liability, Payments, Due 2027 and thereafter	30
Lessee, Operating Lease, Liability, to be Paid, Total	131
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	13
Operating Lease, Liability	118
Finance Lease, Liability, Payments, Due 2022	2
Finance Lease, Liability, Payments, Due 2023	3
Finance Lease, Liability, Payments, Due 2024	2
Finance Lease, Liability, Payments, Due 2025	1
Finance Lease, Liability, Payments, Due 2026	0
Finance Lease, Liability, Payments, Due 2027 and thereafter	0
Finance Lease, Liability, Payment, Due, Total	8
Finance Lease, Liability, Undiscounted Excess Amount	0
Finance Lease, Liability	$ 8

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AOCL (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	$ (1,534)	$ (1,686)	$ (1,551)
Other Comprehensive Income (Loss), Net of Tax	(17)	(84)
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(55)	(55)	(53)	$ (55)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(2)	0
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(1,479)	(1,631)	$ (1,498)	$ (1,715)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	0	67
Other Comprehensive Income (Loss), before Reclassifications, before Tax	0	87
Other Comprehensive Income (Loss) before Reclassifications, Tax	0	(20)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	25	22
Reclassification from AOCI, Current Period, Tax	(6)	(5)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	19	17
Other Comprehensive Income (Loss), Net of Tax	$ 19	$ 84

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Defined Benefit Pension Plans [Member]
Service cost	$ 9	$ 8
Interest cost	23	19
Expected return on plan assets	57	51
Defined Benefit Plan, Amortization of Gain (Loss)	(27)	(30)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement and Curtailment	0	7
Net periodic benefit cost (credit)	2	(1)
Other Postretirement Benefits [Member]
Interest cost	1	1
Defined Benefit Plan, Amortization of Gain (Loss)	2	1
Net periodic benefit cost (credit)	$ (1)	$ 0

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Fair Value Measures and Disclosures (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-term Debt	$ (394)	$ (395)
Long-term Debt, Fair Value	(481)	(528)
Long-term Debt [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Financial Instruments Gross Unrealized Gains	0	0
Financial Instruments Gross Unrealized Loss	(87)	(133)
Money Market Funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash Equivalents, at Carrying Value	10	10
Financial Instruments Gross Unrealized Gains	0	0
Financial Instruments Gross Unrealized Loss	0	0
Cash Equivalents, Fair Value	$ 10	$ 10

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RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Related Party Transaction [Line Items]
Payments of Dividends	$ 225	$ 40
The Dow Chemical Company [Member]
Related Party Transaction [Line Items]
Payments of Dividends	225	40
Commodity And Raw Material Purchases | Cost of Sales [Member] | The Dow Chemical Company [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	505	483
Net Commission Expense | Sundry Income (Expense), Net [Member] | The Dow Chemical Company [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	5	6
General and Administrative Expense | Sundry Income (Expense), Net [Member] | The Dow Chemical Company [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	16	17
Activity Based Costs | Cost of Sales [Member] | The Dow Chemical Company [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 20	$ 19