Union Carbide 10-Q 1 May 20 2020 Q1 Quarterly report Financial data

Cover Page

Cover Page	3 Months Ended
	Mar. 31, 2020shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	1-1463
Entity Registrant Name	Union Carbide Corporation
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	13-1421730
Entity Address, Address Line One	7501 STATE HIGHWAY 185 NORTH
Entity Address, City or Town	SEADRIFT
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77983
City Area Code	361
Local Phone Number	553-2997
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	935.51
Entity Central Index Key	0000100790
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false
Title of 12(b) Security	None

Consolidated Statements of Inco

Consolidated Statements of Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Net trade sales	$ 29	$ 28
Net sales to related companies	1,013	1,250
Total Net Sales	1,042	1,278
Cost of sales	826	950
Research and development expenses	6	6
Selling, general and administrative expenses	2	2
Restructuring and asset related charges - net	2	1
Integration and separation costs	0	1
Sundry income (expense) - net	(18)	(21)
Interest Income, Other	7	9
Interest expense and amortization of debt discount	8	7
Income before income taxes	187	299
Provision for income taxes	41	54
Net Income Attributable to Union Carbide Corporation	146	245
Depreciation	45	43
Capital Expenditures	$ 33	$ 60

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Net income attributable to Union Carbide Corporation	$ 146	$ 245
Cumulative translation adjustments	3	0
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax	(20)	(15)
Other Comprehensive Income (Loss), Net of Tax	23	15
Comprehensive income attributable to Union Carbide Corporation	$ 169	$ 260

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Cash and cash equivalents	$ 11	$ 11
Trade (net of allowance for doubtful receivables 2020: $-; 2019: $-)	26	26
Allowance for doubtful accounts	0	0
Related companies	712	658
Other	17	17
Income taxes receivable	287	337
Notes receivable from related companies	1,499	1,505
Inventories	243	247
Other current assets	13	20
Total current assets	2,808	2,821
Investments in related companies	238	238
Other investments	21	22
Noncurrent receivables	119	118
Noncurrent receivables from related companies	67	66
Total investments	445	444
Property	7,279	7,247
Less accumulated depreciation	5,922	5,878
Net property	1,357	1,369
Intangible assets (net of accumulated amortization 2020: $92; 2019: $90)	21	22
Finite-Lived Intangible Assets, Accumulated Amortization	92	90
Operating lease right-of-use assets	86	89
Deferred Tax Assets, Deferred Income	499	507
Deferred charges and other assets	24	26
Total other assets	630	644
Total Assets	5,240	5,278
Notes payable - related companies	31	32
Notes Payable - Other	8	6
Long-term debt due within one year	1	1
Trade	207	218
Related companies	293	386
Other	21	10
Operating lease liabilities - current	15	16
Income taxes payable	25	25
Asbestos-related liabilities - current	100	105
Accrued and other current liabilities	130	126
Total current liabilities	831	925
Long-term Debt	473	474
Pension and other postretirement benefits - noncurrent	1,140	1,154
Asbestos-related liabilities - noncurrent	1,048	1,060
Operating lease liabilities - noncurrent	72	74
Other noncurrent obligations	191	194
Liabilities, Other than Long-term Debt, Noncurrent	2,451	2,482
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	$ 0	$ 0
Common stock, shares authorized	1,000	1,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	935.51	935.51
Additional paid-in capital	$ 141	$ 141
Retained earnings	2,987	2,922
Accumulated other comprehensive loss	(1,642)	(1,665)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,486	1,398
Total Liabilities and Equity	5,240	5,278
Long-Term Debt	$ 472	$ 473

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Net income attributable to Union Carbide Corporation	$ 146	$ 245
Depreciation and amortization	52	49
Provision (credit) for deferred income tax	1	(1)
Net gain on sales of property and investments	1	0
Restructuring and asset related charges - net	2	1
Net periodic pension benefit cost	14	13
Payment for Pension Benefits	1	1
Other, net	1	0
Increase (Decrease) in Accounts and Notes Receivable	(1)	(2)
Increase (Decrease) in Accounts Receivable, Related Parties	48	40
Increase (Decrease) in Inventories	(4)	17
Accounts payable	3	7
Related company payables	(95)	(124)
Asbestos-related payments	18	17
Increase (Decrease) in Other Operating Assets and Liabilities, Net	(53)	(99)
Cash provided by operating activities	112	216
Capital Expenditures	33	60
Increase (Decrease) in Due from Related Parties	0	(1)
Proceeds from sales of investments	0	2
Cash used for investing activities	(33)	(57)
Payments of Dividends	81	160
Changes in short-term notes payable	2	1
Cash used for financing activities	(79)	(159)
Cash and cash equivalents	11	13
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total	$ 0	$ 0

Consolidated Statements of Equi

Consolidated Statements of Equity - USD ($) $ in Millions	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest		$ 0	$ 138	$ 3,338	$ (1,561)
Net income attributable to Union Carbide Corporation	$ 245			245
Dividends, Common Stock				(632)
Other Comprehensive Income (Loss), Net of Tax	15				15
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,543	0	138	2,951	(1,546)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,398	0	141	2,922	(1,665)
Net income attributable to Union Carbide Corporation	146			146
Dividends, Common Stock				(81)
Other Comprehensive Income (Loss), Net of Tax	23				23
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 1,486	$ 0	$ 141	$ 2,987	$ (1,642)

CONSOLIDATED FINANCIAL STATEMEN

CONSOLIDATED FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	CONSOLIDATED FINANCIAL STATEMENTS Basis of Presentation The unaudited interim consolidated financial statements of Union Carbide Corporation and its subsidiaries (the "Corporation" or "UCC") were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 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 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.

BUSINESS SEPARATION

BUSINESS SEPARATION	3 Months Ended
	Mar. 31, 2020
BUSINESS SEPARATION [Abstract]
Mergers, Acquisitions and Dispositions Disclosures [Text Block]	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 12 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.

REVENUE FROM CONTRACT WITH CUST

REVENUE FROM CONTRACT WITH CUSTOMERS	3 Months Ended
	Mar. 31, 2020
Revenue Recognition and Deferred Revenue [Abstract]
Revenue from Contract with Customer [Text Block]	REVENUE Substantially all of the Corporation's revenue is generated by sales 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 Corporation's revenue for the three months ended March 31, 2020, related to sales of product (98 percent for the three months ended March 31, 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. 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, 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.

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
INVENTORIES	INVENTORIES The following table provides a breakdown of inventories: Inventories Mar 31, Dec 31, In millions Finished goods $ 154 $ 162 Work in process 25 31 Raw materials 47 47 Supplies 90 92 Total $ 316 $ 332 Adjustment of inventories to a LIFO basis (73) (85) Total inventories $ 243 $ 247

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2020
Intangible Assets, Net (Excluding Goodwill) [Abstract]
INTANGIBLE ASSETS DISCLOSURE	INTANGIBLE ASSETS The following table provides information regarding the Corporation’s intangible assets: Intangible Assets Mar 31, 2020 Dec 31, 2019 In millions Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets with finite lives: Licenses and developed technology $ 33 $ (33) $ — $ 33 $ (33) $ — Software 80 (59) 21 79 (57) 22 Total intangible assets $ 113 $ (92) $ 21 $ 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, is as follows: Estimated Amortization Expense In millions 2020 $ 8 2021 $ 6 2022 $ 5 2023 $ 3 2024 $ 1 2025 $ —

COMMITMENTS AND CONTINGENT LIAB

COMMITMENTS AND CONTINGENT LIABILITIES	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES DISCLOSURE	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, 2020, the Corporation had accrued obligations of $131 million for probable environmental remediation and restoration costs, including $18 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. 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 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, 2020. The Corporation’s asbestos-related liability for pending and future claims and defense and processing costs was $1,148 million at March 31, 2020, and approximately 19 percent of the recorded claim liability related to pending claims and approximately 81 percent related to future claims. 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.

LEASES (Notes)

LEASES (Notes)	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Leases	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 months ended March 31, 2020 and 2019 were as follows: Lease Cost Three Months Ended In millions Mar 31, 2020 Mar 31, 2019 Operating lease cost $ 5 $ 6 Short-term lease cost 6 7 Variable lease cost 2 — Total lease cost $ 13 $ 13 The following table provides supplemental cash flow information related to leases: Other Lease Information Three Months Ended In millions Mar 31, 2020 Mar 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 5 $ 6 The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at March 31, 2020 and December 31, 2019: Lease Position Balance Sheet Classification Mar 31, 2020 Dec 31, 2019 In millions Right-of-use assets obtained in exchange for lease obligations: Operating leases 1 $ 3 $ 105 Assets Operating lease assets Operating lease right-of-use assets $ 86 $ 89 Finance lease assets Property 12 12 Finance lease amortization Accumulated depreciation (7) (6) Total lease assets $ 91 $ 95 Liabilities Current Operating Operating lease liabilities - current $ 15 $ 16 Finance Long-term debt due within one year 1 1 Noncurrent Operating Operating lease liabilities - noncurrent 72 74 Finance Long-Term Debt 4 5 Total lease liabilities $ 92 $ 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 following table provides the maturities of lease liabilities at March 31, 2020: Maturities of Lease Liabilities Mar 31, 2020 Operating Leases Finance Leases In millions 2020 $ 13 $ 1 2021 16 2 2022 16 1 2023 14 1 2024 13 1 2025 and thereafter 27 — Total future undiscounted lease payments $ 99 $ 6 Less imputed interest 12 1 Total present value of lease liabilities $ 87 $ 5 At March 31, 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.

AOCL

AOCL	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
ACCUMULATED OTHER COMPREHENSIVE LOSS	ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three months ended March 31, 2020 and 2019 were as follows: Accumulated Other Comprehensive Loss Three Months Ended In millions Mar 31, 2020 Mar 31, 2019 Cumulative Translation Adjustment Beginning balance $ (56) $ (57) Gains on foreign currency translation 3 — Ending balance $ (53) $ (57) Pension and Other Postretirement Benefits Beginning balance $ (1,609) $ (1,504) Amortization and recognition of net loss 1 26 19 Less: Tax expense (benefit) 2 (6) (4) Other comprehensive income, net of tax 20 15 Ending balance $ (1,589) $ (1,489) Total AOCL ending balance $ (1,642) $ (1,546) 1. 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 10 for additional information. 2. Reclassified to "Provision for income taxes."

PENSION PLANS AND OTHER POSTRET

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS	3 Months Ended
	Mar. 31, 2020
Retirement Benefits [Abstract]
Pension and Other Postretirement Benefits Disclosure [Text Block]	PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS A summary of the Corporation's pension and other postretirement benefit plans can be found in Note 17 to the Consolidated Financial Statements included in the 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 Three Months Ended In millions Mar 31, Mar 31, Defined Benefit Pension Plans: Service cost $ 9 $ 9 Interest cost 28 36 Expected return on plan assets (50) (53) Amortization of net loss 27 21 Net periodic benefit cost $ 14 $ 13 Other Postretirement Benefit Plan: Interest cost $ 1 $ 2 Amortization of net gain (1) (2) Net periodic benefit cost $ — $ —

Fair Value Measures and Disclos

Fair Value Measures and Disclosures	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Financial Instruments Disclosure [Text Block]	FAIR VALUE MEASUREMENTS The Corporation's financial instruments are classified as Level 2 measurements. For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks. The following table summarizes the fair value of the Corporation's financial instruments at March 31, 2020 and December 31, 2019: Fair Value of Financial Instruments Mar 31, 2020 Dec 31, 2019 In millions Cost Gain Loss Fair Value Cost Gain Loss Fair Value Cash equivalents 1 $ 10 $ — $ — $ 10 $ 10 $ — $ — $ 10 Long-term debt including debt due within one year $ (473) $ — $ (51) $ (524) $ (474) $ — $ (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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS DISCLOSURE	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 million in the first quarter of 2020 ($334 million in the first quarter of 2019). The decrease in purchase costs in the first quarter of 2020 when compared with the same period last year was primarily due to lower feedstock and energy costs. The Corporation 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 million in the first quarter of 2020 ($6 million in the first quarter 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 million in the first quarter of 2020 ($23 million in the first quarter 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. 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, 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. 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, 2020, $936 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 quarter of 2020, the Corporation declared and paid a cash dividend of $81 million to TDCC. In the first quarter of 2019, the Corporation declared and paid a cash dividend of $160 million to TDCC. 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.

Accounting Changes and Error Co

Accounting Changes and Error Corrections (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING GUIDANCE	RECENT ACCOUNTING GUIDANCE Accounting Guidance Issued But Not Adopted at March 31, 2020 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("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 the impact 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 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 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 the Corporation’s election. The Corporation is currently evaluating the impact of adopting this guidance.

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2020
Inventory Disclosure [Abstract]
Schedule of Inventory, Current [Table Text Block]	The following table provides a breakdown of inventories: Inventories Mar 31, Dec 31, In millions Finished goods $ 154 $ 162 Work in process 25 31 Raw materials 47 47 Supplies 90 92 Total $ 316 $ 332 Adjustment of inventories to a LIFO basis (73) (85) Total inventories $ 243 $ 247

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2020
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible Assets	The following table provides information regarding the Corporation’s intangible assets: Intangible Assets Mar 31, 2020 Dec 31, 2019 In millions Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets with finite lives: Licenses and developed technology $ 33 $ (33) $ — $ 33 $ (33) $ — Software 80 (59) 21 79 (57) 22 Total intangible assets $ 113 $ (92) $ 21 $ 112 $ (90) $ 22
Schedule of Expected Amortization Expense [Table Text Block]	Total estimated amortization expense for 2020 and the five succeeding fiscal years, including amounts for intangible assets not yet placed in service, is as follows: Estimated Amortization Expense In millions 2020 $ 8 2021 $ 6 2022 $ 5 2023 $ 3 2024 $ 1 2025 $ —

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Lease, Cost [Table Text Block]	Lease Cost Three Months Ended In millions Mar 31, 2020 Mar 31, 2019 Operating lease cost $ 5 $ 6 Short-term lease cost 6 7 Variable lease cost 2 — Total lease cost $ 13 $ 13
Schedule of Supplemental Cash Flow Information Related to Leases [Table Text Block]	Other Lease Information Three Months Ended In millions Mar 31, 2020 Mar 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 5 $ 6
Schedule of Lease Assets and Liabilities [Table Text Block]	The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at March 31, 2020 and December 31, 2019: Lease Position Balance Sheet Classification Mar 31, 2020 Dec 31, 2019 In millions Right-of-use assets obtained in exchange for lease obligations: Operating leases 1 $ 3 $ 105 Assets Operating lease assets Operating lease right-of-use assets $ 86 $ 89 Finance lease assets Property 12 12 Finance lease amortization Accumulated depreciation (7) (6) Total lease assets $ 91 $ 95 Liabilities Current Operating Operating lease liabilities - current $ 15 $ 16 Finance Long-term debt due within one year 1 1 Noncurrent Operating Operating lease liabilities - noncurrent 72 74 Finance Long-Term Debt 4 5 Total lease liabilities $ 92 $ 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 Terms and Discount Rates [Table Text Block]	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 %
Maturities of Lease Liabilities [Table Text Block]	The following table provides the maturities of lease liabilities at March 31, 2020: Maturities of Lease Liabilities Mar 31, 2020 Operating Leases Finance Leases In millions 2020 $ 13 $ 1 2021 16 2 2022 16 1 2023 14 1 2024 13 1 2025 and thereafter 27 — Total future undiscounted lease payments $ 99 $ 6 Less imputed interest 12 1 Total present value of lease liabilities $ 87 $ 5

AOCL (Tables)

AOCL (Tables)	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Schedule of Components of Other Comprehensive Income (Loss)	The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three months ended March 31, 2020 and 2019 were as follows: Accumulated Other Comprehensive Loss Three Months Ended In millions Mar 31, 2020 Mar 31, 2019 Cumulative Translation Adjustment Beginning balance $ (56) $ (57) Gains on foreign currency translation 3 — Ending balance $ (53) $ (57) Pension and Other Postretirement Benefits Beginning balance $ (1,609) $ (1,504) Amortization and recognition of net loss 1 26 19 Less: Tax expense (benefit) 2 (6) (4) Other comprehensive income, net of tax 20 15 Ending balance $ (1,589) $ (1,489) Total AOCL ending balance $ (1,642) $ (1,546) 1. 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 10 for additional information. 2. Reclassified to "Provision for income taxes."

Compensation Related Costs, Ret

Compensation Related Costs, Retirement Benefits (Tables)	3 Months Ended
	Mar. 31, 2020
Retirement Benefits [Abstract]
Net Periodic Benefit Cost for All Significant Plans	The following table provides the components of the Corporation's net periodic benefit cost for all significant plans: Net Periodic Benefit Cost for All Significant Plans Three Months Ended In millions Mar 31, Mar 31, Defined Benefit Pension Plans: Service cost $ 9 $ 9 Interest cost 28 36 Expected return on plan assets (50) (53) Amortization of net loss 27 21 Net periodic benefit cost $ 14 $ 13 Other Postretirement Benefit Plan: Interest cost $ 1 $ 2 Amortization of net gain (1) (2) Net periodic benefit cost $ — $ —

Fair Value Measures and Discl_2

Fair Value Measures and Disclosures (Tables)	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value, by Balance Sheet Grouping [Table Text Block]	The following table summarizes the fair value of the Corporation's financial instruments at March 31, 2020 and December 31, 2019: Fair Value of Financial Instruments Mar 31, 2020 Dec 31, 2019 In millions Cost Gain Loss Fair Value Cost Gain Loss Fair Value Cash equivalents 1 $ 10 $ — $ — $ 10 $ 10 $ — $ — $ 10 Long-term debt including debt due within one year $ (473) $ — $ (51) $ (524) $ (474) $ — $ (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.

BUSINESS SEPARATION (Details)

BUSINESS SEPARATION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Feb. 15, 2019
The Dow Chemical Company [Member]
Related Party Transaction [Line Items]
Dividends, Common Stock, Stock	$ 401
Dividends, Paid-in-kind	$ 71
Dow International Holdings Company [Member]
Related Party Transaction [Line Items]
Common Stock, Related Company		1,067

Revenue from Contract with Cu_2

Revenue from Contract with Customer (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Revenue from External Customer [Line Items]
Revenue, Percentage from Products and Services Transferred to Customers	99.00%	98.00%
Contract with Customer, Liability	$ 39		$ 41
Accrued Liabilities [Member]
Revenue from External Customer [Line Items]
Contract with Customer, Liability, Current	3		4
Other Noncurrent Liabilities [Member]
Revenue from External Customer [Line Items]
Contract with Customer, Liability, Noncurrent	$ 36		$ 37
Maximum [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01
Revenue from External Customer [Line Items]
Revenue, Performance Obligation, Description of Timing	21 years

INVENTORIES (Schedule of Invent

INVENTORIES (Schedule of Inventories) (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Finished goods	$ 154	$ 162
Work in process	25	31
Raw materials	47	47
Supplies	90	92
Inventory, Gross	316	332
Inventory Adjustments	73	85
Total inventories	$ 243	$ 247

INTANGIBLE ASSETS (Schedule of

INTANGIBLE ASSETS (Schedule of Amortization Expense of Intangible Assets) (Table and Narrative) (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets, Gross	$ 113	$ 112
Finite-Lived Intangible Assets, Accumulated Amortization	92	90
Finite-Lived Intangible Assets, Net	21	22
Licenses and developed technology [Member]
Finite-Lived Intangible Assets, Gross	33	33
Finite-Lived Intangible Assets, Accumulated Amortization	33	33
Finite-Lived Intangible Assets, Net	0	0
Software [Member]
Finite-Lived Intangible Assets, Gross	80	79
Finite-Lived Intangible Assets, Accumulated Amortization	59	57
Finite-Lived Intangible Assets, Net	$ 21	$ 22

INTANGIBLE ASSETS (Schedule o_2

INTANGIBLE ASSETS (Schedule of Future Amortization Expense of Intangible Assets) (Details) $ in Millions	Mar. 31, 2020USD ($)
Estimated Amortization Expense, 2020	$ 8
Estimated Amortization Expense, 2021	6
Estimated Amortization Expense, 2022	5
Estimated Amortization Expense, 2023	3
Estimated Amortization Expense, 2024	1
Estimated Amortization Expense, 2025	$ 0

COMMITMENTS AND CONTINGENT LI_2

COMMITMENTS AND CONTINGENT LIABILITIES (Environmental Matters) (Narrative) (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Site Contingency [Line Items]
Accrual for Environmental Loss Contingencies	$ 131	$ 132
Super Fund Sites [Member]
Site Contingency [Line Items]
Accrual for Environmental Loss Contingencies	$ 18	$ 20

COMMITMENTS AND CONTINGENT LI_3

COMMITMENTS AND CONTINGENT LIABILITIES (Asbestos-Related Matters of Union Carbide Corporation) (Table and Narrative) (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Loss Contingencies [Line Items]
Liability for Asbestos Claims and Defense Costs Gross	$ 1,148	$ 1,165
Percentage of recorded asbestos liability related to pending claims	19.00%
Percentage of recorded asbestos liability related to future claims	81.00%

LEASES (Details)

LEASES (Details) - USD ($) $ in Millions	Jan. 01, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Operating Lease Cost		$ 5	$ 6
Short-term Lease Cost		6	7
Variable Lease, Cost		2	0
Lease, Cost		13	13
Operating cash flows for operating leases		5	$ 6
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	$ 99	3		$ 105
Operating lease right-of-use assets		86		89
Finance Lease, Right-of-Use Asset		12		12
Less accumulated depreciation		5,922		5,878
Total Lease Assets		91		95
Operating lease liabilities - current		15		16
Finance Lease, Liability, Current		1		1
Operating lease liabilities - noncurrent		72		74
Finance Lease, Liability, Noncurrent		4		5
Total Lease Liabilities		$ 92		$ 96
Operating Lease, Weighted Average Remaining Lease Term		6 years 4 months 24 days		6 years 3 months 18 days
Finance Lease, Weighted Average Remaining Lease Term		4 years 3 months 18 days		4 years 6 months
Operating Lease, Weighted Average Discount Rate, Percent		4.13%		4.13%
Finance Lease, Weighted Average Discount Rate, Percent		4.22%		4.22%
Lessee, Operating Lease, Liability, Payments, Remainder of 2020		$ 13
Finance Lease, Liability, Payments, Due 2020		1
Lessee, Operating Lease, Liability, Payments, Due 2021		16
Finance Lease, Liability, Payments, Due 2021		2
Lessee, Operating Lease, Liability, Payments, Due 2022		16
Finance Lease, Liability, Payments, Due 2022		1
Lessee, Operating Lease, Liability, Payments, Due 2023		14
Finance Lease, Liability, Payments, Due 2023		1
Lessee, Operating Lease, Liability, Payments, Due 2024		13
Finance Lease, Liability, Payments, Due 2024		1
Lessee, Operating Lease, Liability, Payments, Due 2025 and thereafter		27
Finance Lease, Liability, Payments, Due 2025 and thereafter		0
Lessee, Operating Lease, Liability, Payments, Due		99
Finance Lease, Liability, Payment, Due		6
Lessee, Operating Lease, Liability, Undiscounted Excess Amount		12
Finance Lease, Liability, Undiscounted Excess Amount		1
Operating Lease, Liability		87
Finance Lease, Liability		5
Lessee, Additional Leases Not yet Commenced, Assumptions and Judgment, Amount		$ 16
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract		20 years
finance leases [Member]
Less accumulated depreciation		$ 7		$ 6

AOCL (Details)

AOCL (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	$ (1,642)	$ (1,546)	$ (1,665)
Other Comprehensive Income (Loss), Net of Tax	23	15
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(53)	(57)	(56)	$ (57)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	3	0
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive loss	(1,589)	(1,489)	$ (1,609)	$ (1,504)
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax	26	19
Reclassification from AOCI, Current Period, Tax	(6)	(4)
Other Comprehensive Income (Loss), Net of Tax	$ 20	$ 15

PENSION PLANS AND OTHER POSTR_2

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Defined Benefit Pension Plans [Member]
Service cost	$ 9	$ 9
Interest cost	28	36
Defined Benefit Plan, Expected Return (Loss) on Plan Assets	50	53
Defined Benefit Plan, Amortization of Gain (Loss)	(27)	(21)
Net periodic benefit cost	14	13
Other Postretirement Benefits [Member]
Interest cost	1	2
Defined Benefit Plan, Amortization of Gain (Loss)	1	2
Net periodic benefit cost	$ 0	$ 0

Fair Value Measures and Discl_3

Fair Value Measures and Disclosures (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-term Debt	$ (473)	$ (474)
Long-term Debt, Fair Value	(524)	(589)
Long-term Debt [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Financial Instruments Gross Unrealized Gains	0	0
Financial Instruments Gross Unrealized Loss	(51)	(115)
Money Market Funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash Equivalents, at Carrying Value	10	10
Financial Instruments Gross Unrealized Gains	0	0
Financial Instruments Gross Unrealized Loss	0	0
Cash Equivalents, Fair Value	$ 10	$ 10

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Feb. 15, 2019
Related Party Transaction [Line Items]
Payments of Dividends	$ 81	$ 160
The Dow Chemical Company [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 231	334
Service Fee with Parent	10.00%
Notes Receivable, Related Parties	$ 1,500		$ 1,500
Line of Credit Facility, Maximum Borrowing Capacity	1,000
Line of Credit Facility, Remaining Borrowing Capacity	936		$ 937
Payments of Dividends	81	160
Dividends, Paid-in-kind		71
The Dow Chemical Company [Member] | Sundry income (expense) [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	8	6
The Dow Chemical Company [Member] | Cost of Sales [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 23	23
Dow International Holdings Company [Member]
Related Party Transaction [Line Items]
Stock Dividend Ownership Interest Percentage, Related Company				63.40%
The Dow Chemical Company [Member] | Dow International Holdings Company [Member]
Related Party Transaction [Line Items]
Dividends, Common Stock, Stock		$ 401