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.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  

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

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

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.

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: “Management's"Management's Discussion and Analysis,”Analysis" and “Risk"Risk Factors.”" These forward-looking statements are generally identified by the words or phrases “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “should,” “strategy,” “will,” “would,” “will"anticipate," "believe," "estimate," "expect," "future," "intend," "may," "opportunity," "outlook," "plan," "project," "should," "strategy," "will," "would," "will be,” “will" "will continue,” “will" "will likely result”result" and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

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”"Risk Factors" (see Part I, Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2015)2016). Union Carbide CorporationUCC undertakes 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.

The unaudited interim consolidated financial statements of Union Carbide Corporation and its subsidiaries (the “Corporation”"Corporation" or “UCC”"UCC") were prepared in accordance with accounting principles generally accepted in the United States of America (“("U.S. GAAP”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.

The Corporation is a wholly owned subsidiary of The Dow Chemical Company (“Dow”("Dow"). 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 Dow’s global operations rather than stand-alone operations. Dow conducts its worldwide operations through global businesses. Because there are no separable 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.

In the first quarter of 2016,2017, the Corporation early adopted Accounting Standards Update ("ASU") 2015-17, "Income Taxes (Topic 740): Balance Sheet Classificationmade a change to the consolidated statements of Deferred Taxes,cash flows to include a new line under "Operating Activities" entitled "Asbestos-related payments." which requires that all deferred tax assetsThe new line captures cash payments made for asbestos-related claim and liabilities be classifiedresolution activity as noncurrent. The Corporation elected to applywell as asbestos-related defense and processing costs (effective as of the new guidance on a retrospective basis, andfourth quarter of 2016 as a result changes have been madeof an accounting policy change).

In the third quarter of 2017, the Corporation changed the presentation to the consolidated statements of cash flows to conform to the presentation that was adopted for DowDuPont. "Net period pension benefit cost" are now separately reported and have been reclassified from "Other assets and liabilities." Prior periods have been updated to conform to the current year presentation and are summarized below:

In the third quarter of 2017, the Corporation changed the presentation of certain line items on the face of the consolidated balance sheets at December 31, 2015,statements of income to conform to the presentation that was adopted for DowDuPont. Costs associated with the reclassification of $64 million of current deferredintegration and separation activities are now separately reported as “Integration and separation costs” and “Interest income” has been reclassified to “Sundry income tax assets from "Other current assets" to "Deferred income tax assets."(expense) - net.”  The changes were retrospectively applied and are summarized below:

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASUAccounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," which was issued in August 2015, revised the effective date for this ASU to annual and interim periods beginning on or after December 15, 2017, with early adoption permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in ASU 2014-09. The Corporation is currently evaluating the impact of adopting this guidance.

In May 2014, the FASB and International Accounting Standards Board formed The Joint Transition Resource Group for Revenue Recognition ("TRG"), consisting of financial statement preparers, auditors and users, to seek feedback on potential issues related to the implementation of the new revenue standard. As a result of feedback from the TRG, the FASB has issued additional guidance to provide clarification, implementation guidance and practical expedients to address some of the challenges of implementation. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)," which is an amendment on assessing whether an entity is a principal or

an agent in a revenue transaction. This amendment addresses issues to clarify the principal versus agent assessment and lead to more consistent application. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing," which contains amendments to the new revenue recognition standard on identifying performance obligations and accounting for licenses of intellectual property. The amendments related to identifying performance obligations clarify when a promised good or service is separately identifiable and allows entities to disregard items that are immaterial in the context of a contract. The licensing implementation amendments clarify how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether revenue is recognized over time or at a point in time. In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients," which provides clarity and implementation guidance on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The new standards have the same effective date and transition requirements as ASU 2014-09.

The Corporation has a team in place to analyze ASU 2014-09 and the related ASU's across all revenue streams to evaluate the impact of the new standard on revenue contracts. This includes reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under the new standard. The Corporation is currently evaluatingcompleting contract evaluations and validating the results of applying the new revenue guidance. The Corporation is in the process of finalizing its accounting policies, drafting the new disclosures, quantifying the potential financial adjustment and completing its evaluation of the impact of adopting this guidance.

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory," which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at the beginning of the period of adoption. Early adoption is permitted in the first interim period of an annual reporting period for which financial statements have not been issued. The Corporation is currently evaluatingwill adopt the new guidance in the first quarter of 2018 and the adoption of this guidance will not have a material impact of adopting this guidance.on the Consolidated Financial Statements.

In September 2017, the Corporation approved restructuring actions that are aligned with DowDuPont’s synergy targets. As a result of these actions, the Corporation recorded a pretax restructuring charge for severance and related benefit costs of $8 million in the third quarter of 2017. The impact of this charge is shown as “Restructuring and asset related charges - net” in the consolidated statements of income. In the first nine months of 2016,These actions are expected to be substantially completed by September 30, 2019. At September 30, 2017, severance of $2$1 million was paid, substantially completing the 2015 restructuring activities, with remaining liabilities for contract cancellation fees to be settled over time.leaving a liability of $7 million.

The Corporation expects to incur additional costs in the future related to restructuring activities, as UCC continually looks for ways to enhance the efficiency and cost effectiveness of its operations. Future costs are expected to include demolition costs related to the closed facilities; these will be recognized as incurred. The Corporation also expects to incur additional employee­relatedemployee-related costs, including involuntary termination benefits, related to its other optimization activities. These costs cannot be reasonably estimated at this time.

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.

The Corporation is involved in a number of legal proceedings and claims with both private and governmental parties. These cover a wide range of matters, including, but not limited to: product liability; trade regulation; governmental regulatory proceedings; health, safety and environmental matters; employment; patents; contracts; taxes; and commercial disputes.

Separately,A description of asbestos-related matters can be found in Note 13 to the Consolidated Financial Statements included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2016.

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”("Amchem"). In many cases, plaintiffs are unable to

The Corporation expects more asbestos-related suits to be filed against UCC and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims.

In October 2015, the Corporation requested Ankura to review its historical asbestos claim and resolution activity and determine the appropriateness of updating its December 2014 study. In response to that request, Ankura reviewed and analyzed data through September 30, 2015. In December 2015, Ankura stated that an update of its study would not provide a more likely estimate of future events than the estimate reflected inBased on the December 20142016 Ankura study and therefore, the estimate in that study remained applicable. Based on the Corporation's own review of the asbestos claimdata, and resolution activity and Ankura's response,taking into account the Corporation determinedchange in accounting policy that no change tooccurred in the accrual was required. Thefourth quarter of 2016, the Corporation's total asbestos-related liability for pendingthrough the terminal year of 2049, including asbestos-related defense and future claimsprocessing costs, was $437$1,490 million at December 31, 2015,2016, and approximately 21 percent ofwas included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the recorded liability related to pending claims and approximately 79 percent related to future claims.consolidated balance sheets.

Based onEach quarter, the Corporation’s review of 2016 activity, it was determined that no adjustment to the accrual was required at September 30, 2016. The Corporation’s asbestos-related liability for pendingCorporation reviews claims filed, settled and future claims was $398 million at September 30, 2016. Approximately 22 percent of the recorded liability related to pending claims and approximately 78 percent related to future claims.

The Corporation’s asbestos-related liability for pending and future claims after provisionsand defense and processing costs was $1,398 million at September 30, 2017, and approximately 15 percent of the recorded liability related to pending claims and approximately 85 percent related to future claims.

The Corporation's management believes the amounts recorded for insurance,the asbestos-related liability (including defense and processing costs) reflect reasonable and probable estimates of the liability based on current, known facts. However, future events, such as the number of new claims to be filed and/or received each year and the average cost of defending and disposing of each such claim, as well as the numerous uncertainties surrounding asbestos litigation in the United States over a significant period of time, could cause the actual costs for the Corporation to be higher or lower than those projected or those recorded. Any such event could result in an increase or decrease in the recorded liability.

While it is not possible at this time to determine with certainty the ultimate outcome of any of the legal proceedings and claims referred to in this filing, management believes that the possibility is remote that the aggregate of all such other claims and lawsuits will not have a material adverse impact on the results of operations, cash flows and financial position of the Corporation. Should any losses be sustained in connection with any of such legal proceedings and claims in excess of provisions provided and available insurance, they will be charged to income when determinable.

Management believesThe tax effects on the method usednet activity related to each component of accumulated other comprehensive income (loss) for determining expenses charged by Dow is reasonable. Dow provides these services by leveraging its centralized functional service centers to provide services at a cost that management believes provides an advantage to the Corporation.three and nine months ended September 30, 2017 and 2016 were as follows:

A summary of the reclassifications out of accumulated other comprehensive loss for the three and execution of risk management policies related to interest ratenine months ended September 30, 2017 and foreign currency risks, which are based on Dow’s risk management philosophy, are2016 is provided as a service to UCC.follows:

References to “Dow”"Dow" refer to The Dow Chemical Company and its consolidated subsidiaries, except as otherwise indicated by the context.

Dow conducts its worldwide operations through global businesses. Union Carbide Corporation’s (the “Corporation”"Corporation" or “UCC”"UCC") business activities comprise components of Dow’s global operations rather than stand-alone operations. Because there are no separable 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.

Total net sales were $1,215 million in the third quarter of 2017 compared with $1,248 million in the third quarter of 2016, compared with $1,460 million in the third quarter of 2015, a decrease of 153 percent. Total net sales were $3,835 million in the first nine months of 2017 compared with $3,721 million forin the first nine months of 2016, compared with $4,527 million for the first nine monthsan increase of 2015, a decrease of 183 percent. Net sales to related companies, principally to Dow, and based on market prices for the related products, were $1,184 million in the third quarter of 2017 compared with $1,221 million forin the third quarter of 2016, compared with $1,442 million for the third quarter of 2015, a decrease of 153 percent. Net sales to related companies were $3,722 million in the first nine months of 2017 compared with $3,644 million forin the first nine months of 2016, compared with $4,466 million for the first nine monthsan increase of 2015, a decrease of 182 percent.

Average selling prices for almost all products declinedincreased 5 percent in the third quarter of 20162017 compared with the same quarter last year. Price declinesincreases across almost all products were primarily driven by lower feedstock, energy and other raw material pricestight market supply as well as competitive pricing pressures,a result of hurricane-related supply disruptions, with the largest declinesprice increases in polyethylene, ethylene oxide/ethylene glycol ("EO/EG"), oxo alcohols glycol ethers and polyethylene.vinyl acetate monomers. Total sales volume was down slightly8 percent in the third quarter of 20162017 compared with the third quarter of 2015. Sales2016 as a result of hurricane-related production disruptions and the impact of planned maintenance turnarounds. Increases in sales volume increases in ethanolamines, ethylene oxide/ethylene glycol ("EO/EG"),water soluble polymers and acrolein and derivativesglutaraldehydes were more than offset by lower sales volume in electrical and telecommunications, polyethylene, EO/EG, glycol ethers and ethylene. Volume was also impacted by the shutdown of a water soluble polymers facility in Institute, West Virginia, in the fourth quarter of 2015.ethanolamines.

ForIn the first nine months of 2016,2017, average selling prices forwere up 5 percent with price increases in most products decreased compared with the first nine months of 2015,2016, driven by lowerhigher feedstock, energy and other raw material prices, withcosts and tight market supply as a result of hurricane-related supply disruptions in the largest declines in oxo alcohols, polyethylene, glycol ethers and EO/EG.third quarter of 2017. Sales volume forin the first nine months of 2016 declined slightly2017 was down 2 percent when compared with the first nine months of 2015.2016. Sales volume increases in electricalvinyl acetate monomers, acrylic monomers and telecommunications, ethanolamines and ethyleneglutaraldehydes were more than offset by declineslower sales volume in acrylic monomers, water soluble polymerselectrical and vinyl acetate monomers.telecommunications, EO/EG and oxo alcohols.

Cost of sales decreased 13 percent from $1,094were $991 million in the third quarter of 2015 to2017 compared with $957 million in the third quarter of 2016.2016, an increase of 4 percent. Cost of sales decreased 24increased 12 percent from $3,598 million in the first nine months of 2015 to $2,726 million in the first nine months of 2016. The decrease2016 to $3,056 million in costthe first nine months of sales2017. Increases for the three- and nine-month periods ended September 30, 2016, was2017, were driven by decreased sales volume, lowerhigher feedstock, energy and other raw material costs and a reduction inas well as increased planned maintenance turnaround spending when compared with the same periods last year.year, and hurricane-related production and supply disruptions and repair costs in the third quarter of 2017.

Research and development ("R&D")&D expenses were $4 million in the third quarter of 2017 compared with $5 million in the third quarter of 2016, flat compared with the third quarter of 2015. For2016. In the first nine months of 2016,2017, R&D expenses were $14 million, flat when compared with $15 million in the first nine months of 2015. Selling, general and administrative2016. SG&A expenses were $1 million in the third quarter of 20162017 and $5 million forthe third quarter of 2016. In the first nine months of 2016,2017, SG&A expenses were $4 million compared with $2$5 million in the first nine months of 2016.

In the third quarter of 2017, the Corporation approved restructuring actions that are aligned with DowDuPont’s synergy targets. As a result of these actions, the Corporation recorded a pretax restructuring charge for severance and related benefit costs of $8 million in the third quarter of 20152017. The impact of this charge is shown as “Restructuring and $6 million forasset related charges - net” in the first nine months of 2015.

write-downs and write-offs of $14 million. The impact of these charges is shown as "Restructuring charges" in the consolidated statements of income. See Note 3 to the Consolidated Financial Statements for additional information.information on the Corporation's restructuring activities.

Sundry income (expense) – net includes a variety of income and expense items such as the gain or loss on foreign currency exchange, commissions, charges for management services provided by Dow, interest income, and gains and losses on sales of investments and assets. Sundry income (expense) - net forin the third quarter of 20162017 was net expense of $14$8 million compared with net expense of $17$10 million forin the same quarter last year. ForIn the first nine months of 2016,2017, sundry income (expense) - net was net income of $10$6 million compared with net expenseincome of $28$20 million for the first nine months of 2015. The increase in sundry income in the first nine months of 2016 was primarily related to a2016. Sundry income (expense) - net includes the pretax gaingains on the salesales of land at the Corporation's Texas City, Texas, site in the second quarterquarters of 2016.2016 and 2017.

On June 27, 2016, UCC signed agreements for the sale of excess land at the Texas City, Texas, manufacturing site. InAs a result, in the second quarter of 2016, UCC recorded a pretax gain of $46 million on the sale of one parcel of land, which is included in "Sundry income (expense) - net" inland. On April 3, 2017, the consolidated statements of income. In addition, a down payment of $8 million was received for the sale ofCorporation sold a second parcel of land, which is expected to be sold byalso included terminal assets and ancillary agreements for the endsupply of energy and site and terminal services, and recorded a pretax gain of $23 million in the second quarter of 2017. The $8 million is recorded in "Accrued and other current liabilities" in the consolidated balance sheets.

Interest income was $4 million in the third quarter of 2016 ($10 million for the first nine months of 2016) compared with $3 million in the third quarter of 2015 ($6 million for the first nine months of 2015). Interest expense and amortization of debt discount was $6 million in the third quarter of 2017 ($20 million in the first nine months of 2017) compared with $7 million in the third quarter of 2016 ($18 million forin the first nine months of 2016) compared with $7 million in the third quarter of 2015 ($21 million for the first nine months of 2015).

The Corporation reported a tax provision of $152 million in the third quarter of 2017, which resulted in an effective tax rate of 77.6 percent. This compared with a tax provision of $82 million in the third quarter of 2016, which resulted in an effective tax rate of 30.6 percent. This compared with a tax provision of $91 million in the third quarter of 2015, which resulted in an effective tax rate of 26.8 percent. The tax rate in the third quarter of 2015 was favorably impacted by the release of valuation allowances. ForIn the first nine months of 2016,2017, the Corporation reported a tax provision of $380$337 million, which resulted in an effective tax rate of 38.845.8 percent. This compared with a tax provision of $262$380 million forin the first nine months of 2015,2016, which resulted in an effective tax rate of 30.838.8 percent. The effective tax rate fluctuates based on, among other factors, where income is earned, dividends received from investments in related companies and the level of income relative to tax credits available. The effective tax rate for the third quarter of 2017 was impacted by a deferred gain related to the sale of stock between UCC and Dow in 2014. The gain on the transaction was deferred for tax purposes, but with the activities that were executed in anticipation of the intended separation of DowDuPont into three publicly traded companies, the gain became taxable, resulting in a charge to the tax provision of $97 million. In the second quarter of 2016, the Corporation adjusted anthe reserve for uncertain tax position reservepositions for a tax matter regarding the historical change in the legal ownership structure of a former nonconsolidated affiliate, resulting in a charge to the tax provision of $57 million. See Note 104 to the Consolidated Financial Statements for additional information.

The Corporation reported net income of $44 million in the third quarter of 2017 compared with $186 million in the third quarter of 2016 compared with $248 million in the third quarter of 2015. Net income for the first nine months of 2016 was $599 million compared with $588 million for the first nine months of 2015. When compared with the same quarter last year, the impact of lower selling prices and slight decline in sales volume more than offset the favorable impact of lower feedstock, energy and other raw material costs and decreased planned maintenance turnaround spending.2016. Net income in the first nine months of 20162017 was favorably impacted by the pretax gain on the sale of land, lower feedstock, energy and other raw material costs and decreased planned maintenance turnaround spending which more than offset the impact of lower selling prices and an adjustment for an uncertain tax position$399 million compared with $599 million in the secondfirst nine months of 2016.

Capital spending in the third quarter of 2016.2017 was $47 million ($145 million in the first nine months of 2017) compared with $55 million in the third quarter of 2016 ($173 million in the first nine months of 2016), reflecting spending for U.S. Gulf Coast and site infrastructure projects in both years.

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”("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.

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.

The Corporation’s outstanding public debt has been issued under indentures which contain, among other provisions, covenants that the Corporation must comply with while the underlying notes are outstanding. Such covenants are typically based on the Corporation’s size and financial position and include, subject to the exceptions and qualifications contained in the indentures, obligations not to (i) allow liens on principal U.S. manufacturing facilities, (ii) enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, or (iii) merge into or consolidate with any other entity or sell or convey all or substantially all of its assets. Failure of the Corporation to comply with any of these covenants could, after the passage of any applicable grace period, result in a default under the applicable indenture which would allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the subject notes. Management believes the Corporation was in compliance with the covenants referred to above at September 30, 2016.2017.

On a quarterly basis, the Corporation's Board of Directors reviews and approvesdetermines if there will be a dividend distribution to its parent company and sole shareholder, Dow. 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 third quarter of 2017, the Corporation declared and paid a cash dividend of $181 million to Dow; dividends paid to Dow totaled $531 million in the first nine months of 2017. In the third quarter of 2016, the Corporation declared and paid a cash dividend of $55 million to Dow; dividends paid to Dow totaled $455 million forin the first nine months of 2016. In the third quarter of 2015, the Corporation did not declare and pay a cash dividend to Dow; dividends to Dow totaled $220 million for the first nine months of 2015. On October 24, 2016,November 2, 2017, the UCC Board of Directors approved a dividend to Dow of $45$72 million, payable on December 23, 2016.22, 2017.

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.

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.