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,~~September 30, 2020

☐ 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

~~Securities registered pursuant to Section 12(g) of the Act: None~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑

Yes

☐

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

☑

Yes

☐

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☐

Emerging growth company

☐

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

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

☐

Yes

☑

At ~~March 31,~~September 30, 2020, 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,~~September 30, 2020

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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.

FORWARD-LOOKING STATEMENTS

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" within the meaning of 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. Forward-looking statements may appear throughout this report, including without limitation, the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations." These forward-looking statements often address expected future business and financial performance and financial condition, including the ~~potential~~continuing global and regional economic impacts of the coronavirus disease 2019 ~~pandemic~~pandemic; estimates regarding benefits achieved through contemplated restructuring activities, such as workforce reduction, manufacturing facility and/or asset closure; and expectations regarding the ~~recent excess oil supply~~benefits and ~~related drop in oil prices, and~~costs associated with each of the foregoing. In this context, forward looking statements 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,"~~"would" and similar expressions and variations or negatives of these words. 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 those projected, anticipated or implied in 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 the Corporation's Quarterly Report on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and in Part I, Item 1A of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. UCC 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							Three Months Ended						Nine Months Ended
In millions (Unaudited)	In millions (Unaudited)	Mar 31, 2020		Mar 31, 2019		In millions (Unaudited)	Sep 30, 2020		Sep 30, 2019		Sep 30, 2020		Sep 30, 2019
Net trade sales	Net trade sales	$	29	$	28	Net trade sales	$	25	$	31	$	75	$	106
Net sales to related companies	Net sales to related companies	1,013		1,250		Net sales to related companies	817		1,028		2,679		3,270
Total net sales	Total net sales	1,042		1,278		Total net sales	842		1,059		2,754		3,376
Cost of sales	Cost of sales	826		950		Cost of sales	787		854		2,359		2,706
Research and development expenses	Research and development expenses	6		6		Research and development expenses	6		6		17		19
Selling, general and administrative expenses	Selling, general and administrative expenses	2		2		Selling, general and administrative expenses	2		2		6		4
Restructuring charges		2		1
Restructuring and asset related charges - net						Restructuring and asset related charges - net	13		77		15		79
Integration and separation costs	Integration and separation costs	—		1		Integration and separation costs	0		0		0		2

Sundry income (expense) - net	Sundry income (expense) - net	(18)		(21)		Sundry income (expense) - net	45		(19)		5		(58)
Interest income	Interest income	7		9		Interest income	1		9		10		28
Interest expense and amortization of debt discount	Interest expense and amortization of debt discount	8		7		Interest expense and amortization of debt discount	7		7		26		21
Income before income taxes	Income before income taxes	187		299		Income before income taxes	73		103		346		515
Provision for income taxes		41		54
Provision (credit) for income taxes						Provision (credit) for income taxes	14		(19)		73		38
Net income attributable to Union Carbide Corporation	Net income attributable to Union Carbide Corporation	$	146	$	245	Net income attributable to Union Carbide Corporation	$	59	$	122	$	273	$	477

Depreciation	Depreciation	$	45	$	43	Depreciation	$	46	$	43	$	137	$	128
Capital expenditures	Capital expenditures	$	33	$	60	Capital expenditures	$	34	$	40	$	99	$	145

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income


		Three Months Ended							Three Months Ended						Nine Months Ended
In millions (Unaudited)	In millions (Unaudited)	Mar 31, 2020		Mar 31, 2019		In millions (Unaudited)	Sep 30, 2020		Sep 30, 2019		Sep 30, 2020		Sep 30, 2019
Net income attributable to Union Carbide Corporation	Net income attributable to Union Carbide Corporation	$	146	$	245	Net income attributable to Union Carbide Corporation	$	59	$	122	$	273	$	477
Other comprehensive income, net of tax	Other comprehensive income, net of tax					Other comprehensive income, net of tax
Cumulative translation adjustments	Cumulative translation adjustments	3		—		Cumulative translation adjustments	0		1		3		1
Pension and other postretirement benefit plans	Pension and other postretirement benefit plans	20		15		Pension and other postretirement benefit plans	20		14		59		43
Total other comprehensive income	Total other comprehensive income	23		15		Total other comprehensive income	20		15		62		44
Comprehensive income attributable to Union Carbide Corporation	Comprehensive income attributable to Union Carbide Corporation	$	169	$	260	Comprehensive income attributable to Union Carbide Corporation	$	79	$	137	$	335	$	521

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Balance Sheets


In millions, except share amounts (Unaudited)	In millions, except share amounts (Unaudited)	Mar 31, 2020		Dec 31, 2019		In millions, except share amounts (Unaudited)	Sep 30, 2020		Dec 31, 2019
Assets	Assets					Assets
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	11	$	11	Cash and cash equivalents	$	11	$	11
Accounts receivable:	Accounts receivable:					Accounts receivable:
Trade (net of allowance for doubtful receivables 2020: $—; 2019: $—)		26		26
Trade (net of allowance for doubtful receivables 2020: $0; 2019: $0)						Trade (net of allowance for doubtful receivables 2020: $0; 2019: $0)	16		26
Related companies	Related companies	712		658		Related companies	694		658
Other	Other	17		17		Other	21		17
Income taxes receivable	Income taxes receivable	287		337		Income taxes receivable	336		337
Notes receivable from related companies	Notes receivable from related companies	1,499		1,505		Notes receivable from related companies	1,498		1,505
Inventories	Inventories	243		247		Inventories	231		247
Other current assets	Other current assets	13		20		Other current assets	25		20
Total current assets	Total current assets	2,808		2,821		Total current assets	2,832		2,821
Investments	Investments					Investments
Investments in related companies	Investments in related companies	238		238		Investments in related companies	237		238

Other investments	Other investments	21		22		Other investments	22		22
Noncurrent receivables	Noncurrent receivables	119		118		Noncurrent receivables	122		118
Noncurrent receivables from related companies	Noncurrent receivables from related companies	67		66		Noncurrent receivables from related companies	66		66
Total investments	Total investments	445		444		Total investments	447		444
Property	Property					Property
Property	Property	7,279		7,247		Property	7,289		7,247
Less accumulated depreciation	Less accumulated depreciation	5,922		5,878		Less accumulated depreciation	5,970		5,878
Net property	Net property	1,357		1,369		Net property	1,319		1,369
Other Assets	Other Assets					Other Assets
Intangible assets (net of accumulated amortization 2020: $92; 2019: $90)		21		22
Intangible assets (net of accumulated amortization 2020: $96; 2019: $90)						Intangible assets (net of accumulated amortization 2020: $96; 2019: $90)	18		22
Operating lease right-of-use assets	Operating lease right-of-use assets	86		89		Operating lease right-of-use assets	81		89
Deferred income tax assets	Deferred income tax assets	499		507		Deferred income tax assets	486		507

Deferred charges and other assets	Deferred charges and other assets	24		26		Deferred charges and other assets	29		26
Total other assets	Total other assets	630		644		Total other assets	614		644
Total Assets	Total Assets	$	5,240	$	5,278	Total Assets	$	5,212	$	5,278
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Current Liabilities	Current Liabilities					Current Liabilities
Notes payable to related companies	Notes payable to related companies	$	31	$	32	Notes payable to related companies	$	18	$	32
Notes payable - other	Notes payable - other	8		6		Notes payable - other	11		6
Long-term debt due within one year	Long-term debt due within one year	1		1		Long-term debt due within one year	1		1
Accounts payable:	Accounts payable:					Accounts payable:
Trade	Trade	207		218		Trade	214		218
Related companies	Related companies	293		386		Related companies	324		386
Other	Other	21		10		Other	26		10

Operating lease liabilities - current	Operating lease liabilities - current	15		16		Operating lease liabilities - current	15		16
Income taxes payable	Income taxes payable	25		25		Income taxes payable	25		25
Asbestos-related liabilities - current	Asbestos-related liabilities - current	100		105		Asbestos-related liabilities - current	90		105
Accrued and other current liabilities	Accrued and other current liabilities	130		126		Accrued and other current liabilities	156		126
Total current liabilities	Total current liabilities	831		925		Total current liabilities	880		925
Long-Term Debt	Long-Term Debt	472		473		Long-Term Debt	390		473
Other Noncurrent Liabilities	Other Noncurrent Liabilities					Other Noncurrent Liabilities
Pension and other postretirement benefits - noncurrent	Pension and other postretirement benefits - noncurrent	1,140		1,154		Pension and other postretirement benefits - noncurrent	1,110		1,154
Asbestos-related liabilities - noncurrent	Asbestos-related liabilities - noncurrent	1,048		1,060		Asbestos-related liabilities - noncurrent	1,027		1,060
Operating lease liabilities - noncurrent	Operating lease liabilities - noncurrent	72		74		Operating lease liabilities - noncurrent	67		74
Other noncurrent obligations	Other noncurrent obligations	191		194		Other noncurrent obligations	192		194
Total other noncurrent liabilities	Total other noncurrent liabilities	2,451		2,482		Total other noncurrent liabilities	2,396		2,482
Stockholder's Equity	Stockholder's Equity					Stockholder's Equity
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	—		—		Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	0		0
Additional paid-in capital	Additional paid-in capital	141		141		Additional paid-in capital	141		141
Retained earnings	Retained earnings	2,987		2,922		Retained earnings	3,008		2,922
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,642)		(1,665)		Accumulated other comprehensive loss	(1,603)		(1,665)
Union Carbide Corporation's stockholder's equity	Union Carbide Corporation's stockholder's equity	1,486		1,398		Union Carbide Corporation's stockholder's equity	1,546		1,398

Total Liabilities and Equity	Total Liabilities and Equity	$	5,240	$	5,278	Total Liabilities and Equity	$	5,212	$	5,278

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Cash Flows


		Three Months Ended							Nine Months Ended
In millions (Unaudited)	In millions (Unaudited)	Mar 31, 2020		Mar 31, 2019		In millions (Unaudited)	Sep 30, 2020		Sep 30, 2019
Operating Activities	Operating Activities					Operating Activities
Net income attributable to Union Carbide Corporation	Net income attributable to Union Carbide Corporation	$	146	$	245	Net income attributable to Union Carbide Corporation	$	273	$	477
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	52		49		Depreciation and amortization	159		148
Provision (credit) for deferred income tax	Provision (credit) for deferred income tax	1		(1)		Provision (credit) for deferred income tax	3		(23)

Net gain on sales of property and investments		(1)		—
Net (gain) loss on sales of property and investments						Net (gain) loss on sales of property and investments	(87)		1

Restructuring charges		2		1
Restructuring charges and asset related charges - net						Restructuring charges and asset related charges - net	15		79
Net periodic pension benefit cost	Net periodic pension benefit cost	14		13		Net periodic pension benefit cost	41		39
Pension contributions	Pension contributions	(1)		(1)		Pension contributions	(2)		(2)
Net loss on early extinguishment of debt						Net loss on early extinguishment of debt	19		0

Other, net		(1)		—
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts and notes receivable	Accounts and notes receivable	1		2		Accounts and notes receivable	11		7
Related company receivables	Related company receivables	(48)		(40)		Related company receivables	(29)		39
Inventories	Inventories	4		(17)		Inventories	15		34
Accounts payable	Accounts payable	3		7		Accounts payable	14		(58)
Related company payables	Related company payables	(95)		(124)		Related company payables	(76)		(195)
Asbestos-related payments	Asbestos-related payments	(18)		(17)		Asbestos-related payments	(49)		(68)
Other assets and liabilities	Other assets and liabilities	53		99		Other assets and liabilities	(21)		14
Cash provided by operating activities	Cash provided by operating activities	112		216		Cash provided by operating activities	286		492
Investing Activities	Investing Activities					Investing Activities
Capital expenditures	Capital expenditures	(33)		(60)		Capital expenditures	(99)		(145)
Change in noncurrent receivable from related company	Change in noncurrent receivable from related company	—		1		Change in noncurrent receivable from related company	0		(13)

Proceeds from sales of property						Proceeds from sales of property	98		1

Proceeds from sales of investments	Proceeds from sales of investments	—		2		Proceeds from sales of investments	0		3
Cash used for investing activities	Cash used for investing activities	(33)		(57)		Cash used for investing activities	(1)		(154)
Financing Activities	Financing Activities					Financing Activities

Dividends paid to parent	Dividends paid to parent	(81)		(160)		Dividends paid to parent	(187)		(338)
Changes in short-term notes payable	Changes in short-term notes payable	2		1		Changes in short-term notes payable	5		1

Payments on long-term debt						Payments on long-term debt	(84)		(1)
Transaction financing, debt issuance and other costs						Transaction financing, debt issuance and other costs	(19)		0
Cash used for financing activities	Cash used for financing activities	(79)		(159)		Cash used for financing activities	(285)		(338)
Summary	Summary					Summary
Increase in cash and cash equivalents	Increase in cash and cash equivalents	—		—		Increase in cash and cash equivalents	0		0
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	11		13		Cash and cash equivalents at beginning of period	11		13
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	11	$	13	Cash and cash equivalents at end of period	$	11	$	13

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Equity


		Three Months Ended							Three Months Ended						Nine Months Ended
In millions (Unaudited)	In millions (Unaudited)	Mar 31, 2020		Mar 31, 2019		In millions (Unaudited)	Sep 30, 2020		Sep 30, 2019		Sep 30, 2020		Sep 30, 2019
Common Stock	Common Stock					Common Stock
Balance at beginning and end of period	Balance at beginning and end of period	$	—	$	—	Balance at beginning and end of period	$	0	$	0	$	0	$	0
Additional Paid-in Capital	Additional Paid-in Capital					Additional Paid-in Capital
Balance at beginning and end of period	Balance at beginning and end of period	141		138		Balance at beginning and end of period	141		138		141		138

Retained Earnings	Retained Earnings					Retained Earnings
Balance at beginning of period	Balance at beginning of period	2,922		3,338		Balance at beginning of period	2,974		2,882		2,922		3,338

Net income attributable to Union Carbide Corporation	Net income attributable to Union Carbide Corporation	146		245		Net income attributable to Union Carbide Corporation	59		122		273		477
Dividends declared	Dividends declared	(81)		(632)		Dividends declared	(25)		(112)		(187)		(922)

Other						Other	0		0		0		(1)
Balance at end of period	Balance at end of period	2,987		2,951		Balance at end of period	3,008		2,892		3,008		2,892
Accumulated Other Comprehensive Loss, Net of Tax	Accumulated Other Comprehensive Loss, Net of Tax					Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of period	Balance at beginning of period	(1,665)		(1,561)		Balance at beginning of period	(1,623)		(1,532)		(1,665)		(1,561)

Other comprehensive income	Other comprehensive income	23		15		Other comprehensive income	20		15		62		44
Balance at end of period	Balance at end of period	(1,642)		(1,546)		Balance at end of period	(1,603)		(1,517)		(1,603)		(1,517)
Union Carbide Corporation's Stockholder's Equity	Union Carbide Corporation's Stockholder's Equity	$	1,486	$	1,543	Union Carbide Corporation's Stockholder's Equity	$	1,546	$	1,513	$	1,546	$	1,513

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries
(Unaudited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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NOTE 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, 2019.

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 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.

On April 1, 2019, DowDuPont Inc. (“DowDuPont” and effective June 3, 2019, n/k/a DuPont de Nemours, Inc.) completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC and its consolidated subsidiaries. The separation was contemplated by the merger of equals transaction effective August 31, 2017, under the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017. TDCC and E. I. du Pont de Nemours and Company and its consolidated subsidiaries ("Historical DuPont") each merged with subsidiaries of DowDuPont and, as a result, TDCC and Historical DuPont became subsidiaries of DowDuPont (the “Merger”). Subsequent to the Merger, TDCC and Historical DuPont engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products. Dow Inc. was formed as a wholly owned

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subsidiary of DowDuPont to serve as the holding company for the materials science business. UCC remains a wholly owned subsidiary of TDCC. See Note 3 for additional information.

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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 1215 for additional information.

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In the third quarter of 2020, the Corporation adopted Accounting Standards Update ("ASU") 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The new standard is effective March 12, 2020 through December 31, 2022, with the adoption date dependent upon the Corporation’s election. The Corporation has elected to apply the optional expedients and exceptions provided by the new guidance as modifications are made to relevant contracts, hedging relationships and other transactions during the reference rate reform transition period. As the amendments are intended to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting, the application of this guidance has not and will not have a material impact on the consolidated financial statements.

Accounting Guidance Issued But Not Adopted at ~~March 31,~~September 30, 2020

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standards Update ("ASU")~~ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, "Income Taxes" and improve consistent application by clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, with the amendments to be applied on a retrospective, modified retrospective or prospective basis, depending on the specific amendment. The Corporation ~~is currently evaluating~~will adopt the ~~impact~~new guidance in the first quarter of ~~adopting this guidance.~~

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional expedients2021 and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are intended to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. The new standard is effective March 12, 2020 through December 31, 2022, with the adoption ~~date being dependent upon~~of this guidance is not expected to have a material impact on the ~~Corporation’s election. The Corporation is currently evaluating the impact of adopting this guidance.~~consolidated financial statements.

NOTE 3 - BUSINESS SEPARATION

On April 1, 2019, DowDuPont completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC. UCC remains a wholly owned subsidiary of TDCC.

In the first quarter of 2019, in anticipation of DowDuPont's intended separation of its materials science business, UCC's assets and liabilities aligned with TDCC's specialty products business were transferred to TDCC as part of the internal reorganization steps to align TDCC's specialty products business to DowDuPont. In order to align entity ownership under TDCC, UCC distributed shares and assets to TDCC through dividends or asset distributions. As a result, in February 2019, UCC issued to TDCC a dividend of 1,067 shares of common stock of Dow International Holdings Company (“DIHC”), a cost method investment, resulting in a reduction in "Investments in related companies" of $401 million. UCC also transferred, as an asset distribution, the assets and liabilities aligned with TDCC's specialty products business for an additional dividend of $71 million to TDCC. The results of these transactions are reflected in “Investments in related companies” and “Retained earnings” in the consolidated balance sheets. See Note 1215 for additional information.

The Corporation evaluated the impact of the specialty products product line transfer and determined it did not represent a strategic shift that had a major effect on the Corporation’s operations and financial results and did not qualify as an individually significant component of the Corporation. As a result, this transfer was not reported as discontinued operations.

NOTE 4 - REVENUE

Substantially all of the Corporation's revenue is generated by sales to TDCC. Products are sold to and purchased from TDCC at market-based prices in accordance with the terms of an agreement between UCC and TDCC. ~~Approximately 99 percent of the~~The Corporation's revenue ~~for the three months ended March 31, 2020,~~ related to sales of product ~~(98~~was approximately 98 percent for the three months ended ~~March 31,~~September 30, 2020 and 99 percent for the nine months ended September 30, 2020 (99 percent for the three and nine months ended September 30, 2019); the remaining revenue primarily related to the licensing of patents and technology. The Corporation sells its products to TDCC to simplify the customer interface process.

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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 21 years. Amounts are recognized in revenue when the performance obligations for the contract are met. The Corporation has rights to additional consideration when product is delivered to the customer. The balance of contract liabilities was $39 million at ~~March 31,~~September 30, 2020 ($41 million at December 31, 2019), of which $3 million ($4 million at December 31, 2019) was included in "Accrued and other current liabilities" and $36 million ($37 million at December 31, 2019) was included in "Other noncurrent obligations" in the consolidated balance sheets.

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The Corporation disaggregates its revenue from contracts with customers by type of customer (sales to related parties 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 5 - DIVESTITURES

Divestiture of Rail Infrastructure Operations and Assets

On July 2, 2020, TDCC entered into a definitive agreement to sell its rail infrastructure operations and assets at certain sites in the U.S. and Canada to an affiliate of Watco Companies, L.L.C. ("Watco affiliate") and the transaction closed September 30, 2020. As part of this transaction, UCC sold its related operations and assets, including existing agreements to provide rail services to unrelated third parties, located at its sites in St. Charles, Louisiana, and Seadrift, Texas, with a net book value of $9 million, to the Watco affiliate. UCC retained ownership of the sites and underlying real property where the divested operations are located. UCC and the Watco affiliate entered into mutual long-term service agreements designed to ensure the continuation of rail services for UCC's existing operations at the impacted sites. The rail-service agreements include variable fees that have an initial term of 25 years. As part of the sale, UCC received proceeds of $95 million from TDCC, subject to customary post-closing adjustments, and recognized a pretax gain on the sale of $86 million, included in "Sundry income (expense) - net" in the consolidated statements of income. See Note 15 for more information on the cash management process.

The Corporation evaluated the divestiture of the rail infrastructure operations and assets and determined it did not represent a strategic shift that had a major effect on the Corporation’s operations and financial results and did not qualify as an individually significant component of the Corporation. As a result, the divestiture is not reported as discontinued operations.

Divestiture of Marine and Terminal Operations and Assets

On September 14, 2020, TDCC entered into a definitive agreement to divest certain U.S. Gulf Coast marine and terminal operations and assets for expected cash proceeds of $620 million. Included in the transaction are certain operations and assets located at UCC's site in St. Charles, Louisiana, and therefore, the Corporation will receive a pro rata share of the expected cash proceeds. In addition, TDCC has entered into mutual long-term service agreements with the buyer, effective upon closing of the transaction, designed to ensure the continuation of marine and terminal services for existing UCC operations at the impacted site. The transaction is expected to close in the fourth quarter of 2020, subject to customary regulatory approvals and other closing conditions, and the Corporation expects to record a gain on the transaction.

NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET

2020 Restructuring Program

On September 30, 2020, the Corporation's Board of Directors (the "Board") approved restructuring actions that were aligned to the structural cost improvement initiatives announced by Dow Inc. in response to the continued economic impact from the pandemic caused by coronavirus disease 2019 ("COVID-19"). The restructuring program is designed to reduce structural costs and enable the Corporation to further enhance competitiveness while the COVID-19 economic recovery gains traction. This program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets ("2020 Restructuring Program"). These actions are expected to be substantially complete by the end of 2021.

As a result of these actions, in the third quarter of 2020, the Corporation recorded pretax restructuring charges of $13 million, consisting of severance and related benefit costs of $9 million and asset write-downs and write-offs of $4 million. The impact of these charges was included in "Restructuring and asset related charges - net" in the consolidated statements of income.

At September 30, 2020, $7 million was included in "Accrued and other current liabilities" and $2 million was included in "Other noncurrent obligations" in the consolidated balance sheets.

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DowDuPont Cost Synergy Program

In September and November 2017, the Corporation approved restructuring actions that were aligned with DowDuPont’s cost synergy targets. As this restructuring program has ended, the Corporation had no restructuring charges related to this program in the third quarter of 2020, compared with restructuring charges for severance and related benefit costs of $2 million in the third quarter of 2019. For the nine months ended September 30, 2020, the Corporation recorded restructuring charges related to this program of $2 million for severance and related benefit costs, compared with $4 million for the nine months ended September 30, 2019.

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

2019 Asset Related Charges

On August 13, 2019, the Corporation entered into a definitive agreement to sell its acetone derivatives product line. The sale was completed in the fourth quarter of 2019 and included acetone derivatives related inventory and production assets, as well as site infrastructure, land and utilities located in Institute, West Virginia. The sale also included TDCC-owned railcars that were transferred to UCC in the fourth quarter of 2019 in anticipation of the sale. The assets, with the exception of inventory and railcars, were written down to zero in the third quarter of 2019, resulting in a pretax impairment charge of $75 million, which was included in "Restructuring and asset related charges - net" in the consolidated statements of income. The Corporation remains at the Institute, West Virginia site as a tenant.

The Corporation evaluated the divestiture of the acetone derivatives product line and determined it did not represent a strategic shift that had a major effect on the Corporation’s operations and financial results and did not qualify as an individually significant component of the Corporation. As a result, the divestiture is not reported as discontinued operations.

NOTE 7 - INVENTORIES

The following table provides a breakdown of inventories:


Inventories	Inventories	Mar 31, 2020		Dec 31, 2019		Inventories	Sep 30, 2020		Dec 31, 2019
In millions	In millions										Sep 30, 2020	Dec 31, 2019
Finished goods	Finished goods	$	154	$	162	Finished goods	$	159	$	162
Work in process	Work in process	25		31		Work in process	28		31
Raw materials	Raw materials	47		47		Raw materials	34		47
Supplies	Supplies	90		92		Supplies	90		92
Total	Total	$	316	$	332	Total	$	311	$	332
Adjustment of inventories to a LIFO basis	Adjustment of inventories to a LIFO basis	(73)		(85)		Adjustment of inventories to a LIFO basis	(80)		(85)
Total inventories	Total inventories	$	243	$	247	Total inventories	$	231	$	247

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NOTE 68 - INTANGIBLE ASSETS

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


Intangible Assets	Intangible Assets	Mar 31, 2020										Dec 31, 2019										Intangible Assets	Sep 30, 2020				Dec 31, 2019
In millions	In millions	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net		In millions	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Intangible assets with finite lives:	Intangible assets with finite lives:													Intangible assets with finite lives:
Licenses and developed technology		$	33	$	(33)	$	—	$	33	$	(33)	$	—
Developed technology														Developed technology	$	33	$	(33)	$	0	$	33	$	(33)	$	0
Software	Software	80		(59)		21		79		(57)		22		Software	81		(63)		18		79		(57)		22
Total intangible assets	Total intangible assets	$	113	$	(92)	$	21	$	112	$	(90)	$	22	Total intangible assets	$	114	$	(96)	$	18	$	112	$	(90)	$	22

Total estimated amortization expense for 2020 and the five succeeding fiscal years, including amounts ~~for intangible assets not yet placed in service,~~expected to be capitalized, is as follows:


Estimated Amortization Expense	Estimated Amortization Expense					Estimated Amortization Expense
In millions	In millions					In millions
2020	2020	$	8	2020	$	8
2021	2021	$	6	2021	$	6
2022	2022	$	5	2022	$	5
2023	2023	$	3	2023	$	2
2024	2024	$	1	2024	$	1
2025	2025	$	—	2025	$	0

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NOTE 9 - NOTES PAYABLE AND LONG-TERM DEBT


Notes Payable	Sep 30, 2020			Dec 31, 2019
In millions
Notes payable to banks and other lenders	$	11		$	6
Notes payable to related companies	18			32
Total notes payable	$	29		$	38
Period-end average interest rates	1.22		%	1.88		%


Long-Term Debt	2020 Average Rate		Sep 30, 2020		2019 Average Rate		Dec 31, 2019
In millions
Promissory notes and debentures:
Debentures due 2023	7.875	%	$	129	7.875	%	$	175
Debentures due 2025	6.79	%	12		6.79	%	12
Debentures due 2025	7.50	%	113		7.50	%	150
Debentures due 2096	7.75	%	135		7.75	%	135
Finance lease obligations ¹			5				6
Unamortized debt discount and issuance costs			(3)				(4)
Long-term debt due within one year			(1)				(1)
Total long-term debt			$	390			$	473

1.See Note 11 for additional information.


Maturities of Long-Term Debt for Next Five Years at Sep 30, 2020
In millions
2020	$	0
2021	$	1
2022	$	2
2023	$	131
2024	$	1
2025	$	125

2020 Activity

In September 2020, TDCC concluded a cash tender offer that included $83 million aggregate principal amount of certain notes issued by the Corporation. As a result of the tender offer, the Corporation retired $46 million of 7.875 percent notes due 2023 and $37 million of 7.50 percent notes due 2025 and recognized a $19 million loss on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income.

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.

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NOTE 710 - COMMITMENTS AND CONTINGENT LIABILITIES

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,~~September 30, 2020, the Corporation had accrued obligations of ~~$131~~$126 million for probable environmental remediation and restoration costs, including ~~$18~~$19 million for the remediation of Superfund sites. These obligations are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets. 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 and a half 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. At December 31, 2019, the Corporation had accrued obligations of $132 million for probable environmental remediation and restoration costs, including $20 million for the remediation of Superfund sites.

In the third quarter of 2019, the Corporation recorded a pretax charge of $55 million, included in "Cost of sales" in the consolidated statements of income, related to environmental remediation matters at a number of current and historical locations. The charge primarily resulted from the culmination of long-standing negotiations and discussions with regulators and agencies, including technical studies supporting higher cost estimates for final or staged remediation plans, and the Corporation’s review of its closure strategies and obligations to monitor ongoing operations and maintenance activities.

Litigation

Asbestos-Related Matters

A summary of asbestos-related matters can be found in Note 14 to the Consolidated Financial Statements included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2019.

Introduction

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 the Corporation’s products. 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.

Estimating the Asbestos-Related Liability

Since 2003, the Corporation has engaged Ankura Consulting Group, LLC ("Ankura"), a third party actuarial specialist, to review the Corporation's historical asbestos-related claim and resolution activity in order to assist UCC management in estimating the asbestos-related liability. Each year, the Corporation requests Ankura to review its claim and resolution activity, including asbestos-related defense and processing costs, to determine the appropriateness of updating the most recent Ankura study.

Based on the review completed by Ankura in December 2019 and the Corporation's internal review process, the Corporation's total asbestos-related liability through the terminal year of 2049, including asbestos-related defense and processing costs, was $1,165 million at December 31, 2019, and was included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets.

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 Ankura study and

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determines whether a change in the estimate is warranted. Based on the Corporation's review of 2020 activity, it was determined that no adjustment to the accrual was required at ~~March 31,~~September 30, 2020.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was ~~$1,148~~$1,117 million at ~~March 31,~~September 30, 2020, and approximately 19 percent of the recorded claim liability related to pending claims and approximately 81 percent related to future claims.

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Summary

The Corporation's management believes the amounts recorded for 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.

Because of the uncertainties described above, the Corporation cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing UCC and Amchem. As a result, it is reasonably possible that an additional cost of disposing of asbestos-related claims, including future defense and processing costs, could have a material impact on the Corporation's results of operations and cash flows for a particular period and on the consolidated financial position.

Other Litigation Matters

The Corporation is also 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 tax and regulatory disputes; health, safety and environmental matters; employment matters; patent infringement; contracts; and commercial litigation. 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 have a material adverse impact on the results of operations, cash flows and financial position of the Corporation.

NOTE 811 - LEASES

For additional information on the Corporation's leases, see Note 15 to the Consolidated Financial Statements included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2019.

The components of lease cost for operating and finance leases for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019 were as follows:


Lease Cost	Lease Cost	Three Months Ended						Lease Cost	Three Months Ended						Nine Months Ended
In millions	In millions	Mar 31, 2020		Mar 31, 2019		In millions	Sep 30, 2020		Sep 30, 2019		Sep 30, 2020		Sep 30, 2019
Operating lease cost	Operating lease cost	$	5	$	6	Operating lease cost	$	5	$	7	$	15	$	18
Short-term lease cost	Short-term lease cost	6		7		Short-term lease cost	6		6		17		20
Variable lease cost	Variable lease cost	2		—		Variable lease cost	2		1		6		3

Amortization of right-of-use assets - finance						Amortization of right-of-use assets - finance	0		0		1		1

Total lease cost	Total lease cost	$	13	$	13	Total lease cost	$	13	$	14	$	39	$	42

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

Other Lease Information

Three Months Ended

Other Lease Information

Nine Months Ended

In millions

Mar 31, 2020

Mar 31, 2019

In millions

Sep 30, 2020

Sep 30, 2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

Financing cash flows for finance leases

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The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at ~~March 31,~~September 30, 2020 and December 31, 2019:


Lease Position	Lease Position	Balance Sheet Classification	Mar 31, 2020		Dec 31, 2019		Lease Position	Balance Sheet Classification	Sep 30, 2020		Dec 31, 2019
In millions	In millions												Balance Sheet Classification	Sep 30, 2020	Dec 31, 2019
Right-of-use assets obtained in exchange for lease obligations:	Right-of-use assets obtained in exchange for lease obligations:						Right-of-use assets obtained in exchange for lease obligations:
Operating leases ¹	Operating leases ¹		$	3	$	105	Operating leases ¹		$	8	$	105
Finance leases							Finance leases		$	1	$	0
Assets	Assets						Assets
Operating lease assets	Operating lease assets	Operating lease right-of-use assets	$	86	$	89	Operating lease assets	Operating lease right-of-use assets	$	81	$	89
Finance lease assets	Finance lease assets	Property	12		12		Finance lease assets	Property	12		12
Finance lease amortization	Finance lease amortization	Accumulated depreciation	(7)		(6)		Finance lease amortization	Accumulated depreciation	(7)		(6)
Total lease assets	Total lease assets		$	91	$	95	Total lease assets		$	86	$	95
Liabilities	Liabilities						Liabilities
Current	Current						Current
Operating	Operating	Operating lease liabilities - current	$	15	$	16	Operating	Operating lease liabilities - current	$	15	$	16
Finance	Finance	Long-term debt due within one year	1		1		Finance	Long-term debt due within one year	1		1
Noncurrent	Noncurrent						Noncurrent
Operating	Operating	Operating lease liabilities - noncurrent	72		74		Operating	Operating lease liabilities - noncurrent	67		74
Finance	Finance	Long-Term Debt	4		5		Finance	Long-Term Debt	4		5
Total lease liabilities	Total lease liabilities		$	92	$	96	Total lease liabilities		$	87	$	96

1.Includes $99 million for the period ended December 31, 2019 related to the adoption of ASU 2016-02, "Leases (Topic 842)," and the associated ASUs, in the first quarter of 2019.

Lease Term and Discount Rate Mar 31, 2020 Dec 31, 2019
Weighted-average remaining lease term
Operating leases 6.4 years 6.3 years
Finance leases 4.3 years 4.5 years
Weighted-average discount rate
Operating leases 4.13 % 4.13 %
Finance leases 4.22 % 4.22 %
The weighted-average remaining lease term and discount rate for leases recorded in the consolidated balance sheets at September 30, 2020 and December 31, 2019 are provided below:


Lease Term and Discount Rate	Sep 30, 2020		Dec 31, 2019
Weighted-average remaining lease term
Operating leases	5.9 years		6.3 years
Finance leases	3.6 years		4.5 years
Weighted-average discount rate
Operating leases	3.99	%	4.13	%
Finance leases	4.03	%	4.22	%

The following table provides the maturities of lease liabilities at ~~March 31,~~September 30, 2020:


Maturities of Lease Liabilities	Maturities of Lease Liabilities	Mar 31, 2020						Maturities of Lease Liabilities	Sep 30, 2020
		Operating Leases		Finance Leases			Operating Leases		Finance Leases
In millions	In millions										Operating Leases	Finance Leases
2020	2020	$	13	$	1	2020	$	5	$	0
2021	2021	16		2		2021	17		2
2022	2022	16		1		2022	16		2
2023	2023	14		1		2023	14		1
2024	2024	13		1		2024	14		1
2025 and thereafter	2025 and thereafter	27		—		2025 and thereafter	27		0
Total future undiscounted lease payments	Total future undiscounted lease payments	$	99	$	6	Total future undiscounted lease payments	$	93	$	6
Less imputed interest	Less imputed interest	12		1		Less imputed interest	11		1
Total present value of lease liabilities	Total present value of lease liabilities	$	87	$	5	Total present value of lease liabilities	$	82	$	5

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At ~~March 31,~~September 30, 2020, the Corporation had additional leases of approximately $16 million for equipment and a rail yard, which had not yet commenced. These leases are expected to commence in 2020 and 2021, with lease terms of up to 20 years.

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NOTE 912 - ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three and nine months ended ~~March 31,~~September 30, 2020 and 2019 were as follows:


Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss	Three Months Ended						Accumulated Other Comprehensive Loss	Three Months Ended						Nine Months Ended
In millions	In millions	Mar 31, 2020		Mar 31, 2019		In millions	Sep 30, 2020		Sep 30, 2019		Sep 30, 2020		Sep 30, 2019
Cumulative Translation Adjustment	Cumulative Translation Adjustment					Cumulative Translation Adjustment
Beginning balance	Beginning balance	$	(56)	$	(57)	Beginning balance	$	(53)	$	(57)	$	(56)	$	(57)
Gains on foreign currency translation		3		—
Gains (losses) on foreign currency translation						Gains (losses) on foreign currency translation	(1)		1		2		1

(Gains) losses reclassified from AOCL to net income ¹						(Gains) losses reclassified from AOCL to net income ¹	1		0		1		0
Other comprehensive income, net of tax						Other comprehensive income, net of tax	0		1		3		1
Ending balance	Ending balance	$	(53)	$	(57)	Ending balance	$	(53)	$	(56)	$	(53)	$	(56)
Pension and Other Postretirement Benefits	Pension and Other Postretirement Benefits					Pension and Other Postretirement Benefits
Beginning balance	Beginning balance	$	(1,609)	$	(1,504)	Beginning balance	$	(1,570)	$	(1,475)	$	(1,609)	$	(1,504)

Amortization and recognition of net loss ¹		26		19
Less: Tax expense (benefit) ²		(6)		(4)
Amortization and recognition of net loss ²						Amortization and recognition of net loss ²	26		18		77		56
Less: Tax expense (benefit) ³						Less: Tax expense (benefit) ³	(6)		(4)		(18)		(13)
Other comprehensive income, net of tax	Other comprehensive income, net of tax	20		15		Other comprehensive income, net of tax	20		14		59		43

Ending balance	Ending balance	$	(1,589)	$	(1,489)	Ending balance	$	(1,550)	$	(1,461)	$	(1,550)	$	(1,461)
Total AOCL ending balance	Total AOCL ending balance	$	(1,642)	$	(1,546)	Total AOCL ending balance	$	(1,603)	$	(1,517)	$	(1,603)	$	(1,517)

1.Reclassified to "Sundry income (expense) - net."

2.These AOCL components are included in the computation of net periodic benefit cost of the Corporation's defined benefit pension and other postretirement benefit plans. See Note 1013 for additional information.

2. 3.Reclassified to "Provision for income taxes."

NOTE 1013 - 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 Corporation's Annual Report on Form 10-K for the year ended December 31, 2019. The following table provides the components of the Corporation's net periodic benefit cost for all significant plans:


Net Periodic Benefit Cost for All Significant Plans	Net Periodic Benefit Cost for All Significant Plans	Three Months Ended						Net Periodic Benefit Cost for All Significant Plans	Three Months Ended						Nine Months Ended
In millions	In millions	Mar 31, 2020		Mar 31, 2019		In millions	Sep 30, 2020		Sep 30, 2019		Sep 30, 2020		Sep 30, 2019
Defined Benefit Pension Plans:
Defined Benefit Pension Plans						Defined Benefit Pension Plans
Service cost	Service cost	$	9	$	9	Service cost	$	9	$	9	$	26	$	27
Interest cost	Interest cost	28		36		Interest cost	28		36		84		108
Expected return on plan assets	Expected return on plan assets	(50)		(53)		Expected return on plan assets	(50)		(52)		(150)		(158)
Amortization of net loss	Amortization of net loss	27		21		Amortization of net loss	27		20		81		62
Net periodic benefit cost	Net periodic benefit cost	$	14	$	13	Net periodic benefit cost	$	14	$	13	$	41	$	39

Other Postretirement Benefit Plan:
Other Postretirement Benefit Plan						Other Postretirement Benefit Plan
Service cost						Service cost	$	0	$	0	$	1	$	0
Interest cost	Interest cost	$	1	$	2	Interest cost	1		2		4		6
Amortization of net gain	Amortization of net gain	(1)		(2)		Amortization of net gain	(1)		(2)		(4)		(6)
Net periodic benefit cost	Net periodic benefit cost	$	—	$	—	Net periodic benefit cost	$	—	$	0	$	1	$	0

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

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NOTE 1114 - 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/quality checks.

The following table summarizes the fair value of the Corporation's financial instruments at ~~March 31,~~September 30, 2020 and December 31, 2019:


Fair Value of Financial Instruments	Fair Value of Financial Instruments	Mar 31, 2020														Dec 31, 2019														Fair Value of Financial Instruments	Sep 30, 2020				Dec 31, 2019
In millions	In millions	Cost		Gain		Loss		Fair Value		Cost		Gain		Loss		Fair Value		In millions	Cost		Gain		Loss		Fair Value		Cost		Gain		Loss		Fair Value
Cash equivalents ¹	Cash equivalents ¹	$	10	$	—	$	—	$	10	$	10	$	—	$	—	$	10	Cash equivalents ¹	$	10	$	0	$	0	$	10	$	10	$	0	$	0	$	10

Long-term debt including debt due within one year	Long-term debt including debt due within one year	$	(473)	$	—	$	(51)	$	(524)	$	(474)	$	—	$	(115)	$	(589)	Long-term debt including debt due within one year	$	(391)	$	0	$	(95)	$	(486)	$	(474)	$	0	$	(115)	$	(589)

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

Cost approximates fair value for all other financial instruments.

Fair Value Measurements on a Nonrecurring Basis

As part of the 2020 Restructuring Program, the Corporation rationalized its manufacturing assets to further enhance competitiveness while the COVID-19 economic recovery gains traction. In the third quarter of 2020, the manufacturing assets associated with this plan, classified as Level 3 measurements and valued using unobservable inputs, were written down to zero and the Corporation recorded an impairment charge of $4 million, which was included in "Restructuring and asset related charges - net" in the consolidated statements of income.

NOTE 1215 - RELATED PARTY TRANSACTIONS

The Corporation sells its products to TDCC to simplify the customer interface process. Products are sold to and purchased from TDCC at market-based prices in accordance with the terms of an agreement between UCC and TDCC. After each quarter, the Corporation and TDCC analyze the pricing used for the sales in that quarter and reach agreement on any necessary adjustments, at which point the prices are final. The Corporation also procures certain commodities and raw materials through a TDCC subsidiary and pays a commission to that TDCC subsidiary based on the volume and type of commodities and raw materials purchased. The commission expense was included in "Sundry income (expense) - net" in the consolidated statements of income. Purchases from that TDCC subsidiary were ~~$231~~$270 million in the ~~first~~third quarter of 2020 ($~~334~~247 million in the third quarter of 2019) and $707 million during the first ~~quarter~~nine months of 2020 ($861 million during the first nine months of 2019). The decrease in purchase costs infor the ~~first quarter of~~nine months ended September 30, 2020 when compared with the same period last year was primarily due to lower feedstock and energy costs.

The Corporation also has a master services agreement with TDCC, whereby TDCC provides services including, but not limited to: accounting; legal; treasury (investments, cash management, risk management, insurance); procurement; human resources; environmental; health and safety; and business management for UCC. Under the master services agreement with TDCC, general administrative and overhead type services that TDCC routinely allocates to various businesses are charged to UCC. The master services agreement cost allocation basis is headcount and includes a 10 percent service fee. This agreement resulted in expense of $8$7 million in the ~~first~~third quarter of 2020 ($6 million in the third quarter of 2019) and $23 million for the first ~~quarter~~nine months of 2020 ($18 million for the first nine months of 2019) for general administrative and overhead type services and the 10 percent service fee, included in "Sundry income (expense) - net" in the consolidated statements of income. The remaining activity-based costs were ~~$23~~$19 million in the ~~first~~third quarter of 2020 ($2321 million in the third quarter of 2019) and $66 million for the first ~~quarter~~nine months of 2020 ($65 million for the first nine months of 2019), and were included in "Cost of sales" in the consolidated statements of income.

Management believes the method used for determining expenses charged by TDCC is reasonable. TDCC 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.

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The monitoring and execution of risk management policies related to interest rate and foreign currency risks, which are based on TDCC’s risk management philosophy, are provided as a service to UCC.

As part of TDCC’s cash management process, UCC is a party to revolving loans with TDCC that have interest rates based on LIBOR (London Interbank Offered Rate) with varying maturities. At ~~March 31,~~September 30, 2020, the Corporation had a note receivable of $1.5 billion ($1.5 billion at December 31, 2019) from TDCC under a revolving loan agreement. The Corporation may draw from this note receivable in support of its daily working capital requirements and, as such, the net effect of cash inflows and outflows under this revolving loan agreement is presented in the consolidated statements of cash flows as an operating activity.

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The Corporation also has a separate revolving credit agreement with TDCC that allows the Corporation to borrow or obtain credit enhancements up to an aggregate of $1 billion that matures on December 30, 2020. TDCC may demand repayment with a 30-day written notice to the Corporation, subject to certain restrictions. A related collateral agreement provides for the replacement of certain existing pledged assets, primarily equity interests in various subsidiaries, with cash collateral. At ~~March 31,~~September 30, 2020, ~~$936~~$937 million was available under the revolving credit agreement ($937 million at December 31, 2019). The cash collateral was reported as “Noncurrent receivables from related companies” in the consolidated balance sheets.

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~~third quarter of 2020, the Corporation declared and paid a cash dividend of ~~$81~~$25 million to ~~TDCC.~~TDCC; cash dividends to TDCC totaled $187 million for the first nine months of 2020. In the ~~first~~third quarter of 2019, the Corporation declared ~~and paid~~ a ~~cash~~ dividend of ~~$160~~$112 million to ~~TDCC.~~TDCC, which was paid on October 3, 2019; cash dividends paid to TDCC totaled $338 million for the first nine months of 2019.

In the first quarter of 2019, in anticipation of the business separation activities to align TDCC's specialty products business with DowDuPont, UCC issued a stock dividend to TDCC for 63.4 percent of its ownership interest in DIHC, a cost method investment, which totaled $401 million. UCC also distributed assets and liabilities aligned with TDCC's specialty products business for an additional dividend to TDCC of $71 million. See Note 3 for additional information.

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. On April 1, 2019, DowDuPont Inc. (“DowDuPont” and effective June 3, 2019, n/k/a DuPont de Nemours, Inc.) completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC. The separation was contemplated by the merger of equals transaction effective August 31, 2017, under the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017. TDCC and E. I. du Pont de Nemours and Company and its consolidated subsidiaries ("Historical DuPont") each merged with subsidiaries of DowDuPont and, as a result, TDCC and Historical DuPont became subsidiaries of DowDuPont (the “Merger”). Subsequent to the Merger, TDCC and Historical DuPont engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products. This included transferring certain Corporation assets and liabilities aligned with the specialty products business to TDCC (the "Business Separation"). Dow Inc. was formed as a wholly owned subsidiary of DowDuPont to serve as the holding company for the materials science business. UCC remains a wholly owned subsidiary of TDCC.

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 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.

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Statement on COVID-19 and ~~Global~~ Oil ~~Supply~~Price Volatility

Overview of UCC’s Response to COVID-19

The pandemic caused by coronavirus disease 2019 ("COVID-19") ~~was first reported in Wuhan, China in December 2019 and~~ has ~~since spread to~~impacted all geographic regions where UCC’s products are produced orand sold. Financial markets ~~have been~~were volatile towards the end of the first quarter and early in the second quarter of 2020, primarily due to uncertainty with respect to the severity and duration of the pandemic, coupled with ~~a significant drop~~fluctuations in crude oil prices ~~that began~~due in ~~early March 2020, driven by a collapse in demand due~~part to the global spread of ~~COVID-19 combined with~~COVID-19. As the second quarter progressed, crude oil prices increased, ~~supply from oil producers.~~driven by improved supply/demand fundamentals and those conditions continued in the third quarter. Financial markets also continued a gradual recovery in the third quarter of 2020.

Dow Inc. (together, with TDCC and its consolidated subsidiaries, “Dow”) directs global safety, crisis management and security protocols for all of Dow’s assets and workforce, which includes the assets and workforce of UCC. UCC’s primary manufacturing operations are in the United States, where efforts to contain the spread of COVID-19 ~~have~~ resulted in significant mitigation measures, including social distancing and stay-at-home mandates, travel restrictions and/or bans, and restricted access to certain corporate facilities and manufacturing sites. The Corporation’s manufacturing facilities in the United States have been designated essential operations by state and local governments and all of UCC’s manufacturing sites and facilities, including its smaller sites in Asia Pacific, continue to operate and are doing so safely, having implemented social distancing and enhanced health, safety and sanitization ~~protocols~~measures as directed by Dow’s regional Crisis Management Teams (“CMTs”). The CMTs

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continue to work closely with site leadership ~~to address the rapidly evolving situation~~ and are adjusting alert levels as warranted on a site by site basis. ~~UCC has also implemented necessary procedures~~In the second quarter of 2020, the CMTs initiated implementation of Dow’s comprehensive return to ~~enable~~workplace plan ("RTW Plan") that is tailored for each site and includes a number of health and safety measures to be followed in a gradual and phased approach. Employees in the United States have slowly been returning to the workplace, in accordance with the RTW Plan, and the Corporation expects that to continue in the fourth quarter of 2020. The Corporation continues to encourage its workforce ~~not essential~~ to ~~site operations~~follow safety measures when away from work to ~~work remotely.~~help prevent community spread of COVID-19.

During this public health crisis, UCC is focused on the health and safety of its employees, contractors, customers and suppliers around the world and maintaining safe and reliable operations of its manufacturing sites. ~~As many~~Although supply disruptions and related logistical issues have posed challenges across all modes of transportation, UCC’s products are essential to critical global infrastructure, it is imperative that the Corporation continues to supply materials science solutions used in vital applications, including medical equipment and infrastructure, such as IV components; medical supplies and hand sanitizer; disposable non-woven plastics, surgical masks, tubing and vials and medical supply packaging; as well as personal and home hygiene and sanitization such as hard surface disinfectants, laundry detergent and hand soaps; and food supply and packaging. While the Corporation’s manufacturing sites have ~~largely~~ continued to operate during the COVID-19 pandemic, with no significant impact to manufacturing whether through shutdowns or shortages in labor, raw materials or personal protective ~~equipment, supply chain disruptions and related logistical issues have posed challenges across all modes of transportation.~~equipment. Supply chain and logistical challenges are expected to continue into ease through the ~~second quarter~~remainder of ~~2020.~~2020, absent significant impacts from COVID-19 infection resurgences.

~~Global~~Dow has taken proactive measures to electively focus on cash and maintain financial strength with a continued emphasis on safe, reliable operations and disciplined capital allocation. In accordance with these actions, the Corporation reduced its 2020 capital expenditures target to approximately $130 million and temporarily idled one of the Corporation’s U.S. polyethylene production units to balance production to demand across markets ~~have also been impacted~~more severely affected by ~~reduced demand for oil~~restrained economic activity. The polyethylene production unit returned to more normalized operating rates in the third quarter. Further, on September 30, 2020, the Corporation's Board of Directors (the "Board") approved restructuring actions that were aligned to the structural cost improvement initiatives announced by Dow Inc. in response to the continued economic impact from the pandemic caused by COVID-19. The restructuring program is designed to reduce structural costs and enable the Corporation to further enhance competitiveness while the COVID-19 economic ~~impact~~recovery gains traction. This program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets. See Note 6 to the Consolidated Financial Statements for additional information.

Review of 2020 Financial Impacts from COVID-19

The Corporation's sales declined 20 percent in the first nine months of 2020 compared with the same period last year, as the COVID-19 pandemic disrupted the global economy and a lack of support by oil producing nations to cut supply. These factors resulted in significant declines in crude oil prices in March 2020 that have extended through April. Prices are expected to remain volatile until supply/demand conditions become more balanced. Declines in crude oil prices impact the pace of oil drilling in the U.S. and Canada, which makes natural gas, a significant by-product of oil drilling and the primary feedstock used in the U.S. by UCC and other ethylene producers, less cost advantaged. However, the Corporation has feedstock flexibility, driven by manufacturing assets that have the ability to produce ethylene from natural gas liquids or crude oil-based feedstocks and benefits from Dow’s comprehensive financial and physical hedging programs. Therefore, although a continuation of suppressed crude oil prices could result in additional margin compression, the Corporation’s feedstock flexibility and fully-integrated feedstock position places the Corporation in position to proactively respond to the current challenges.

~~The Corporation experienced mixed sales results~~fundamentals. Local price declined in the first quarter ~~as global demand has been dynamic as a result of the pandemic~~ and suppressed oil prices. While demand has remained strong for products utilized in consumer applications, such as cleaning and detergent ingredients and food, health and hygiene packaging, the Corporation has noted reduced demand for products used in durable goods applications, such as automotive. These demand patterns are expectedcontinued to ~~continue~~decline in the second ~~quarter of 2020. Local prices also declined in the first~~ quarter of 2020, largely impacted by lower global energy prices. In ~~response,~~March and April 2020, crude oil prices declined significantly, due in part to the COVID-19 pandemic, coupled with increased supply from oil producers, resulting in margin compression in the second quarter of 2020. In the latter half of the second quarter and continuing into the third quarter, crude oil prices increased as supply/demand fundamentals improved, driving higher feedstock costs. However, decreased demand and continued margin compression negatively impacted operating results for the three months ended September 30, 2020 compared with the Corporation's primary focus being the safety of its workforce and reliable operation of its assets, the Corporation reduced capital expenditure targets for the year by 20 percent and may delay planned maintenance turnaround spending, where appropriate, without compromising safety, while also ensuring ability to serve the needs of UCC and/or Dow customers, in line with Dow's global mitigation measures during the COVID-19 pandemic. In addition, the Corporation will temporarily idle one of the Corporation's polyethylene production assets in the U.S. to balance production to demand across markets more severely impacted by restrained economic activity.same quarter last year. See Results of Operations in this report for additional discussion ~~on first quarter results.~~of results for the three and nine months ended September 30, 2020.

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At the time of this filing, the ultimate severity and duration of the COVID-19 pandemic and ~~suppressed~~ oil ~~prices~~price volatility cannot be reasonably estimated. The ~~Corporation acknowledges that a prolonged~~COVID-19 pandemic ~~suppressed oil prices~~has had and ~~corresponding market volatility~~ could continue to have a ~~materially adverse affect~~substantial negative impact on the Corporation’s results of operations, financial condition and cash flows. The effects of the COVID-19 pandemic in the first nine months of 2020 and the additional risks associated with these conditions are more fully discussed in this report in Part II, Item 1A, Risk Factors. The Corporation is actively monitoring for potential financial impacts from the COVID-19 pandemic and ~~suppressed~~ oil ~~prices,~~price volatility, including, but not limited to: evaluating the recoverability of its assets; enhancing cyber security monitoring; and evaluating ~~the~~ ongoing appropriateness of its estimates.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 in the ~~U.S.~~United States. There have been no significant impacts to the Corporation's results of operations or financial position resulting from the CARES Act in the three and nine months ended September 30, 2020. The Corporation continues to assess the provisions and potential impacts of this legislation and expects to realize certain effects of the CARES Act in the fourth quarter of 2020. At this time the Corporation does not expect the CARES Act to have a significant impact on ~~its financial position and results of operations.~~the provision for income taxes in 2020.

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RESULTS OF OPERATIONS

Net Sales

Total net sales were ~~$1,042~~$842 million in the ~~first~~third quarter of 2020 compared with ~~$1,278~~$1,059 million in the third quarter of 2019, a decrease of 20 percent. Total net sales were $2,754 million for the first ~~quarter~~nine months of 2020 compared with $3,376 million for the first nine months of 2019, a decrease of 18 percent. Net sales to related companies, principally to TDCC, and based on market prices for the related products, were ~~$1,013~~$817 million in the ~~first~~third quarter of 2020 compared with ~~$1,250~~$1,028 million in the ~~first~~third quarter of 2019, a decrease of 1921 percent. Net sales to related companies were $2,679 million in the first nine months of 2020 compared with $3,270 million in the first nine months of 2019, a decrease of 18 percent.

Average selling price decreased 1913 percent in the ~~first~~third quarter of 2020 compared with the same quarter last year. Price decreased across all products with the largest decreases in polyethylene, plastics used for wire and cable applications and oxo alcohols. Volume declined 7 percent in the third quarter of 2020 compared with the same quarter last year as lower demand for polyethylene, ethanolamines and glycol ethers and the absence of acetone derivatives volume due to the divestiture of the product line in the fourth quarter of 2019 more than offset improved demand for vinyl acetate monomers.

In the first nine months of 2020, average selling price decreased 17 percent compared with the first nine months of 2019, with price decreases across all products, primarily in response to lower feedstock and other raw material costs as well as margin compression, with the largest decreases in polyethylene, oxo alcohols, glycol ethers and ethanolamines. Volume was up 1 percent in the first quarter of 2020 compared with the first quarter of 2019. Volume increased across most product lines, with the most significant increases in ethylene oxide/ethylene glycol, driven by demand growth in the first quarter of 2020, and polyethylene, which was impacted by railcar shortages in the first quarter of 2019. These volume increases were partially offset by decreases in plastics used for wire and cable applications and glycol ethers. Volume for the first nine months of 2020 was down 1 percent compared with the first nine months of 2019, with decreases resulting from the divestiture of the Corporation's acetone derivatives product line as ~~a result of~~well as the Business Separation. These volume decreases were partially offset by increases in vinyl acetate monomers, which was unfavorably impacted in 2019 by planned maintenance turnaround activity, as well as increases in ethylene oxide/ethylene glycol and ~~other equipment maintenance~~home and personal care products.

Cost of Sales

Cost of sales was $787 million in the third quarter of 2020 compared with $854 million in the third quarter of 2019, a decrease of 8 percent. Cost of sales decreased 13 percent from $2,706 million in the first ~~quarter~~nine months of 2019 to $2,359 million in the first nine months of 2020. The decline in cost of sales for the three months ended September 30, 2020 ~~and volume decreases resulting from the Business Separation and~~was driven primarily by the divestiture of the Corporation's acetone derivatives product line in the fourth quarter of ~~2019.~~

~~Cost~~2019 and a one-time charge of ~~Sales~~

~~Cost~~$55 million related to environmental remediation matters at a number of ~~sales was $826 million~~current and historical sites, recorded in the ~~first~~third quarter of ~~2020 compared with $950 million in the first quarter of 2019, a~~2019. The decrease ~~of 13 percent. The decline~~ in cost of sales for the nine months ended September 30, 2020 was driven ~~primarily~~ by ~~lower feedstock and other raw material costs, the impact from the Business Separation and~~ the divestiture of the Corporation's acetone derivatives product line, the impact from the Business Separation, lower feedstock and other raw material costs and the one-time charge related to environmental remediation matters recorded in the ~~fourth~~third quarter of 2019. See Note 10 to the Consolidated Financial Statements for additional information about the Corporation's environmental matters.

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Research and Development ("R&D"), Selling, General and Administrative ("SG&A") Expenses

InR&D expenses were $6 million in the third quarter of 2020 and 2019. For the first ~~quarter~~nine months of 2020, R&D expenses were $6$17 million ~~and~~compared with $19 million in the first nine months of 2019. SG&A expenses were $2 million ~~both flat~~in the third quarter of 2020 and 2019. For the first nine months of 2020, SG&A expenses were $6 million compared with $4 million in the first ~~quarter~~nine months of 2019. The increase in SG&A expenses was driven primarily by administrative fees associated with ongoing service arrangements.

Restructuring and Asset Related Charges - Net

2020 Restructuring Program

On September 30, 2020, the Board approved restructuring actions that were aligned to the structural cost improvement initiatives announced by Dow Inc. in response to the continued economic impact from the pandemic caused by COVID-19. The restructuring program is designed to reduce structural costs and enable the Corporation to further enhance competitiveness while the COVID-19 economic recovery gains traction. This program includes workforce cost reductions and actions to rationalize the Corporation's manufacturing assets ("2020 Restructuring Program"). These actions are expected to be substantially complete by the end of 2021.

As a result of these actions, in the third quarter of 2020 the Corporation recorded pretax restructuring charges of $13 million, consisting of severance and related benefit costs of $9 million and asset write-downs and write-offs of $4 million. The impact of these charges was included in "Restructuring and asset related charges - net" in the consolidated statements of income.

DowDuPont Cost Synergy Program

In September and November 2017, the Corporation approved restructuring actions that were aligned with DowDuPont’s cost synergy targets. As ~~part~~this restructuring program has ended, the Corporation had no restructuring charges related to this program in the third quarter of 2020, compared with restructuring charges for severance and related benefit costs of $2 million in the ~~2017 restructuring program,~~third quarter of 2019. For the nine months ended September 30, 2020, the Corporation recorded ~~pretax~~program related restructuring charges of $2 million for severance and related benefit costs, compared with $4 million for the nine months ended September 30, 2019.

Asset Related Charges

On August 13, 2019, the Corporation entered into a definitive agreement to sell its acetone derivatives product line. The sale was completed in the ~~first~~fourth quarter of ~~2020, compared with $1 million~~2019 and included acetone derivatives related inventory and production assets, as well as site infrastructure, land and utilities located in Institute, West Virginia. The sale also included TDCC-owned railcars that were transferred to UCC in the ~~first~~fourth quarter of ~~2019.~~2019 in anticipation of the sale. The assets, with the exception of inventory and railcars, were written down to zero in the third quarter of 2019, resulting in a pretax impairment charge of $75 million, which was included in "Restructuring and asset related charges - net" in the consolidated statements of income. The Corporation remains at the Institute, West Virginia site as a tenant.

Sundry Income (Expense) - Net

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

Sundry income (expense) - net in the ~~first~~third quarter of 2020 was ~~expense~~income of ~~$18~~$45 million compared with expense of ~~$21~~$19 million in the same quarter last year. For the first nine months of 2020, sundry income (expense) – net was income of $5 million compared with expense of $58 million in the first nine months of 2019. The increase in sundry income in the third quarter of 2020 was primarily the result of the sale of UCC's rail infrastructure operations and assets at UCC's sites in St. Charles, Louisiana, and Seadrift, Texas, which resulted in a pretax gain of $86 million, and was partially offset by a pretax loss of $19 million on the early extinguishment of debt, both included in "Sundry income (expense) - net" in the consolidated statements of income. Sundry income (expense) - net for the three and nine months ended September 30, 2020 was also impacted by increased expenses associated with the master services agreement with TDCC when compared with the same periods last year.

Interest Income

Interest income was $7$1 million in the ~~first~~third quarter of 2020 ($10 million for the first nine months of 2020) compared with $9 million in the ~~first~~third quarter of ~~2019.~~2019 ($28 million for the first nine months of 2019). The decrease in interest income primarily resulted from the impact of ~~lower~~the significant drop in interest rates due to the current interest rate ~~environment, partially offset by an increase in notes receivable from related parties.~~environment.

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Interest Expense and Amortization of Debt Discount

Interest expense and amortization of debt discount was $8$7 million in the third quarter of 2020 and 2019. For the first nine months of 2020, interest expense and amortization of debt discount was $26 million compared with $21 million in the first ~~quarter~~nine months of ~~2020 compared with $7 million~~2019. The increase in interest expense and amortization of debt discount was primarily due to the ~~first quarter~~recognition of ~~2019.~~interest and penalties related to the settlement of sales and use tax disputes in Seadrift, Texas, and Texas City, Texas.

Provision for Income Taxes

The Corporation reported a tax provision of ~~$41~~$14 million in the ~~first~~third quarter of 2020, which resulted in an effective tax rate of ~~21.9~~19.2 percent, compared with a ~~tax provision~~credit for income taxes of ~~$54~~$19 million in the ~~first~~third quarter of 2019, which resulted in an effective tax rate of ~~18.1~~negative 18.4 percent. For the first nine months of 2020, the Corporation reported a tax provision of $73 million, which resulted in an effective tax rate of 21.1 percent, compared with a tax provision of $38 million for the first nine months of 2019, which resulted in an effective tax rate of 7.4 percent. The effective tax rate fluctuates based on, among other factors, where income is earned. The tax rate ~~in the first quarter of 2019~~ was favorably impacted in the three and nine months ended September 30, 2019, due to the restoration of tax basis in assets, driven by a ~~deduction~~court judgment that did not involve the Corporation, and deductions allowed in the ~~U.S. related to~~United States for certain sales to foreign customers.

Net Income Attributable to UCC

The Corporation reported net income of ~~$146~~$59 million in the ~~first~~third quarter of 2020 compared with ~~$245~~$122 million in the third quarter of 2019. Net income for the first nine months of 2020 was $273 million compared with $477 million in the first ~~quarter~~nine months of 2019.

Capital Expenditures

Capital spending in the ~~first~~third quarter of 2020 was ~~$33~~$34 million ~~compared with $60~~($40 million in the ~~first~~third quarter of ~~2019,~~2019) and $99 million for the first nine months of 2020 ($145 million for the first nine months of 2019). Capital spending decreased as spending for U.S. Gulf Coast projects and site infrastructure projects continues to trend ~~down.~~down and the Corporation reduced its 2020 capital expenditures target to retain the financial strength of the Corporation and Dow Inc.

~~Table~~Planned Sale of ~~Contents~~Marine and Terminal Operations and Assets

On September 14, 2020, TDCC entered into a definitive agreement to divest certain U.S. Gulf Coast marine and terminal operations and assets for expected cash proceeds of $620 million. Included in the transaction are certain assets and equipment located at UCC's site in St. Charles, Louisiana. In addition, TDCC has entered into mutual long-term service agreements with the buyer, effective upon closing of the transaction, that are designed to ensure the continuation of marine and terminal services for existing UCC operations at the impacted site. The transaction is expected to close in the fourth quarter of 2020, subject to customary regulatory approvals and other closing conditions, and the Corporation expects to record a gain on the transaction.

OTHER MATTERS

Recent Accounting Guidance

See Note 2 to the Consolidated Financial Statements for a summary of recent accounting guidance.

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~~consolidated financial statements and accompanying notes. Note 1 to the Consolidated Financial Statements in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 ("2019 10-K") describes the significant accounting policies and methods used in the preparation of the ~~Consolidated Financial Statements.~~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 2019 10-K. Since December 31, 2019, there have been no material changes in the Corporation’s accounting policies that are impacted by judgments, assumptions and estimates.

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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	Asbestos-Related Claim Activity	2020	2019	Asbestos-Related Claim Activity	2020	2019
Claims unresolved at Jan 1	Claims unresolved at Jan 1	11,117	12,780	Claims unresolved at Jan 1	11,117	12,780
Claims filed	Claims filed	1,296	1,383	Claims filed	3,623	4,396
Claims settled, dismissed or otherwise resolved	Claims settled, dismissed or otherwise resolved	(1,269)	(1,569)	Claims settled, dismissed or otherwise resolved	(5,099)	(5,763)
Claims unresolved at Mar 31		11,144	12,594
Claims unresolved at Sep 30				Claims unresolved at Sep 30	9,641	11,413
Claimants with claims against both UCC and Amchem	Claimants with claims against both UCC and Amchem	(3,809)	(4,509)	Claimants with claims against both UCC and Amchem	(3,168)	(3,935)
Individual claimants at Mar 31		7,335	8,085
Individual claimants at Sep 30				Individual claimants at Sep 30	6,473	7,478

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 710 to the Consolidated Financial Statements and Part II, Item 1. Legal Proceedings.

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,~~September 30, 2020.

~~Table of Contents~~

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~~third quarter of 2020, the Corporation declared and paid a cash dividend of ~~$81~~$25 million to TDCC ($~~160~~187 million infor the first nine months of 2020). In the third quarter of ~~2019). On April 27, 2020,~~2019, the ~~Board approved~~Corporation declared a cash dividend of $112 million to TDCC, which was paid on October 3, 2019; cash dividends paid to TDCC totaled $338 million for the first nine months of ~~$81 million, payable on or before June 26, 2020.~~2019.

In the first quarter of 2019, in anticipation of the business separation activities to align TDCC's specialty products business with DowDuPont, UCC issued a stock dividend to TDCC for 63.4 percent of its ownership interest in Dow International Holdings Company, a cost method investment, which totaled $401 million. UCC also distributed assets and liabilities aligned with TDCC's specialty products business for an additional dividend to TDCC of $71 million.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

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Union Carbide Corporation and Subsidiaries PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation

Asbestos-Related Matters

No material developments in asbestos-related matters occurred in the ~~first~~third quarter of 2020. For a current status of asbestos-related matters, see Note 710 to the Consolidated Financial Statements.

Environmental Proceedings

On October 23, 2019, UCC received a proposed Agreed Order from the Texas Commission on Environmental Quality (“TCEQ”) relating to emissions of ethylene oxide from a process leak at the Corporation's manufacturing facility in Seadrift, Texas. The proposed Agreed Order included an administrative penalty of $800,000. On December 30, 2019, the TCEQ sent a revised Agreed Order reducing the penalty to $600,000 based on UCC's corrective actions and allowing for half of the administrative penalty amount to be used to fund a Supplemental Environmental Project. UCC paid $300,000 in January 2020. The revised Agreed Order was approved by the TCEQ Commissioners on July 1, 2020 and UCC remitted final payment on July 29, 2020.

ITEM 1A. RISK FACTORS

Since December 31, 2019, there have been no material changes to the Corporation's Risk Factors, except as noted below:

Public Health Crisis: A public health crisis or global outbreak of disease, including the pandemic caused by coronavirus disease 2019 (“COVID-19”) has had, and could continue to have, a negative effect on the Corporation's manufacturing operations, supply chain and workforce, creating disruptions that could continue to have a ~~material adverse~~substantial negative impact on the Corporation’s ~~financial condition,~~ results of operations, financial condition and cash flows.

UCC sells substantially all of its products to TDCC in order to simplify the worldwide customer interface process and, as a result, the Corporation is subject to many of the same global risk factors facing TDCC, including those presented by COVID-19. The pandemic caused by COVID-19 ~~was first reported in Wuhan, China in December 2019 and~~ has ~~since spread to~~impacted all geographic regions where UCC's products are produced and sold. The global, regional and local spread of COVID-19 has resulted in significant global mitigation measures, including government-directed quarantines, social distancing and shelter-in-place mandates, travel restrictions and/or bans, and restricted access to certain corporate facilities and manufacturing sites. Uncertainty with respect to the severity and duration of the COVID-19 pandemic, coupled with ~~a significant drop~~oil price fluctuations due in ~~oil prices that began in early March 2020, driven by a collapse in demand due~~part to the global spread of COVID-19 ~~combined with increased supply from oil producers,~~and the continued increase in global cases, has contributed to the volatility of financial markets. While the severity and duration of the COVID-19 pandemic in key geographic regions and end-markets cannot be reasonably estimated at this time, impacts to the Corporation ~~may~~ include, but are not limited to: a decrease in demand for ~~the Corporation’s~~certain Corporation products; price declines; reduced profitability; ~~large-scale~~ supply chain disruptions impeding the Corporation’s ability to ship and/or receive product; ~~potential~~temporary idling or permanent closure of select manufacturing facilities and/or manufacturing assets; asset impairment charges; interruptions or limitations to manufacturing operations imposed by local, state or federal governments; ~~shortages of key raw materials;~~ workforce absenteeism and distraction; labor shortages; increased cyber security risk and data accessibility disruptions due to remote working arrangements; and workforce reductions. Additional risks may include, but are not limited to: shortages of key raw materials; additional asset impairment charges; increased obligations related to the Corporation’s pension and other postretirement benefit plans; and deferred tax valuation allowances. Disruptions and market volatility resulting from the COVID-19 pandemic have had and could continue to have a ~~material adverse~~substantial negative impact on the Corporation’s results of operations, financial condition and cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 6. EXHIBITS


			EXHIBIT NO.						DESCRIPTION

			23 *						Ankura Consulting Group, LLC's Consent.
			31.1*						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			31.2 *						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
			32.1*						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			32.2*						Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			101.INS						The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
			101.SCH						Inline XBRL Taxonomy Extension Schema Document.
			101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
			101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
			101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
			101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
			104						Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith

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Union Carbide Corporation and Subsidiaries Signatures

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

UNION CARBIDE CORPORATION

Registrant


Date:	~~May 1,~~October 23, 2020
		By:	/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


		By:	/s/ IGNACIO MOLINA
			Ignacio Molina
			Vice President, Treasurer and
			Chief Financial Officer

2429


		PAGE

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	4

	Consolidated Statements of Income.	4

	Consolidated Statements of Comprehensive Income.	5

	Consolidated Balance ~~Sheet~~Sheets.s.	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~~Operations..	1720

	Results of ~~Operations~~Operations..	1922

	Other ~~Matters~~Matters..	2024

Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk..	2126

Item 4.	Controls and ~~Procedures~~Procedures..	2126

PART II - OTHER INFORMATION

Item 1.	Legal ~~Proceedings~~Proceedings..	2227

Item 1A.	Risk ~~Factors~~Factors..	2227

Item 4.	Mine Safety ~~Disclosures~~Disclosures..	2227

Item 6.	~~Exhibits~~Exhibits..	2328

SIGNATURES			2429


Note	Note		Page	Note		Page
1	1	Consolidated Financial Statements	9	1	Consolidated Financial Statements	9
2	2	Recent Accounting Guidance	10	2	Recent Accounting Guidance	10
3	3	Business Separation	10	3	Business Separation	10
4	4	Revenue	10	4	Revenue	10
5	5	Inventories	11	5	Divestitures	11
6	6	Intangible Assets	11	6	Restructuring and Asset Related Charges - Net	11
7	7	Commitments and Contingent Liabilities	12	7	Inventories	12
8	8	Leases	13	8	Intangible Assets	13
9	9	Accumulated Other Comprehensive Loss	15	9	Notes Payable and Long-Term Debt	14
10	10	Pension and Other Postretirement Benefit Plans	15	10	Commitments and Contingent Liabilities	15
11	11	Fair Value Measurements	16	11	Leases	16
12	12	Related Party Transactions	16	12	Accumulated Other Comprehensive Loss	18
13				13	Pension and Other Postretirement Benefit Plans	18
14				14	Fair Value Measurements	19
15				15	Related Party Transactions	19