Union Carbide 10-Q 2021 Q2 Quarterly report

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 June 30, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to___________

Commission File Number: 1-1463

Union Carbide Corporation

(Exact name of registrant as specified in its charter)

New York	13-1421730
(State or other jurisdiction of      incorporation or organization)	(I.R.S. Employer Identification No.)

7501 STATE HIGHWAY 185 NORTH, SEADRIFT, TX  77983

(Address of principal executive offices) (Zip Code)

 Registrant's telephone number, including area code:  361-553-2997

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

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

☑ Yes  ☐  No

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

☑ Yes ☐  No

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☐
		Emerging growth company	☐

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

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

☐ Yes ☑  No

At June 30, 2021, 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 June 30, 2021

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Consolidated Statements of Income.	4
	Consolidated Statements of Comprehensive Income.	5
	Consolidated Balance Sheets.	6
	Consolidated Statements of Cash Flows.	7
	Consolidated Statements of Equity.	8
	Notes to the Consolidated Financial Statements.	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	17
	Results of Operations.	18
	Other Matters.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	21
Item 4.	Controls and Procedures.	21
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	22
Item 1A.	Risk Factors.	22
Item 4.	Mine Safety Disclosures.	22
Item 6.	Exhibits.	22
SIGNATURES		23

2

Union Carbide Corporation and Subsidiaries

Throughout this Quarterly Report on Form 10-Q, except as otherwise indicated by the context, the terms "Corporation" or "UCC" as used herein mean Union Carbide Corporation and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report 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. Such statements often address expected future business and financial performance, financial condition, and other matters and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond the Corporation’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors often address expected future business and financial performance and financial condition, including, but not limited to: the continuing global and regional economic impacts of the coronavirus disease 2019 pandemic and other public health-related risks and events on the Corporation’s business; and developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" in Part I, Item 1A of the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. These are not the only risks and uncertainties that the Corporation faces. There may be other risks and uncertainties that the Corporation is unable to identify at this time or that it does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on the Corporation’s business. The Corporation assumes no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Income

	Three Months Ended				Six Months Ended
In millions (Unaudited)	Jun 30, 2021		Jun 30, 2020		Jun 30, 2021		Jun 30, 2020
Net trade sales	$	37	$	21	$	71	$	50
Net sales to related companies	1,289		849		2,258		1,862
Total net sales	1,326		870		2,329		1,912
Cost of sales	1,208		746		2,245		1,572
Research and development expenses	6		5		12		11
Selling, general and administrative expenses	2		2		5		4
Restructuring and asset related charges - net	0		0		0		2
Sundry income (expense) - net	(18)		(22)		(33)		(40)
Interest income	0		2		1		9
Interest expense and amortization of debt discount	7		11		14		19
Income before income taxes	85		86		21		273
Provision for income taxes	20		18		5		59
Net income attributable to Union Carbide Corporation	$	65	$	68	$	16	$	214
Depreciation	$	42	$	46	$	83	$	91
Capital expenditures	$	30	$	32	$	53	$	65

See Notes to the Consolidated Financial Statements.

4

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

	Three Months Ended				Six Months Ended
In millions (Unaudited)	Jun 30, 2021		Jun 30, 2020		Jun 30, 2021		Jun 30, 2020
Net income attributable to Union Carbide Corporation	$	65	$	68	$	16	$	214
Other comprehensive income, net of tax
Cumulative translation adjustments	0		0		0		3
Pension and other postretirement benefit plans	20		19		104		39
Total other comprehensive income	20		19		104		42
Comprehensive income attributable to Union Carbide Corporation	$	85	$	87	$	120	$	256

See Notes to the Consolidated Financial Statements.

5

Union Carbide Corporation and Subsidiaries

Consolidated Balance Sheets

In millions, except share amounts (Unaudited)	Jun 30, 2021		Dec 31, 2020
Assets
Current Assets
Cash and cash equivalents	$	11	$	11
Accounts receivable:
Trade (net of allowance for doubtful receivables 2021: $0; 2020: $0)	25		26
Related companies	997		698
Other	34		27
Income taxes receivable	277		337
Notes receivable from related companies	862		1,660
Inventories	252		223
Other current assets	50		17
Total current assets	2,508		2,999
Investments
Investments in related companies	237		237
Other investments	22		22
Noncurrent receivables	126		124
Noncurrent receivables from related companies	69		66
Total investments	454		449
Property
Property	7,145		7,089
Less accumulated depreciation	5,908		5,824
Net property	1,237		1,265
Other Assets
Intangible assets (net of accumulated amortization 2021: $100; 2020: $97)	14		16
Operating lease right-of-use assets	114		123
Deferred income tax assets	438		494
Deferred charges and other assets	37		29
Total other assets	603		662
Total Assets	$	4,802	$	5,375
Liabilities and Equity
Current Liabilities
Notes payable to related companies	$	31	$	33
Long-term debt due within one year	3		2
Accounts payable:
Trade	334		229
Related companies	380		409
Other	19		28
Operating lease liabilities - current	18		19
Income taxes payable	22		23
Asbestos-related liabilities - current	85		85
Accrued and other current liabilities	134		139
Total current liabilities	1,026		967
Long-Term Debt	393		391
Other Noncurrent Liabilities
Pension and other postretirement benefits - noncurrent	648		1,340
Asbestos-related liabilities - noncurrent	975		1,013
Operating lease liabilities - noncurrent	97		105
Other noncurrent obligations	225		201
Total other noncurrent liabilities	1,945		2,659
Stockholder's Equity
Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)	0		0
Additional paid-in capital	141		141
Retained earnings	2,963		2,987
Accumulated other comprehensive loss	(1,666)		(1,770)
Union Carbide Corporation's stockholder's equity	1,438		1,358
Total Liabilities and Equity	$	4,802	$	5,375

See Notes to the Consolidated Financial Statements.

6

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Six Months Ended
In millions (Unaudited)	Jun 30, 2021		Jun 30, 2020
Operating Activities
Net income attributable to Union Carbide Corporation	$	16	$	214
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	102		105
Provision for deferred income tax	25		3
Net gain on sales of property and investments	0		(1)
Restructuring and asset related charges - net	0		2
Net periodic pension benefit cost (credit)	(2)		27
Pension contributions	(548)		(1)
Other, net	(1)		0
Changes in assets and liabilities:
Accounts and notes receivable	(6)		7
Related company receivables	499		(30)
Inventories	(38)		20
Accounts payable	96		(2)
Related company payables	(31)		(54)
Asbestos-related payments	(38)		(32)
Other assets and liabilities	23		(34)
Cash provided by operating activities	97		224
Investing Activities
Capital expenditures	(53)		(65)
Change in noncurrent receivable from related company	(3)		0
Proceeds from sales of property	0		1
Cash used for investing activities	(56)		(64)
Financing Activities
Dividends paid to parent	(40)		(162)
Changes in short-term notes payable	0		3
Payments on long-term debt	(1)		(1)
Cash used for financing activities	(41)		(160)
Summary
Increase in cash and cash equivalents	0		0
Cash and cash equivalents at beginning of period	11		11
Cash and cash equivalents at end of period	$	11	$	11

See Notes to the Consolidated Financial Statements.

7

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Equity

	Three Months Ended				Six Months Ended
In millions (Unaudited)	Jun 30, 2021		Jun 30, 2020		Jun 30, 2021		Jun 30, 2020
Common Stock
Balance at beginning and end of period	$	0	$	0	$	0	$	0
Additional Paid-in Capital
Balance at beginning and end of period	141		141		141		141
Retained Earnings
Balance at beginning of period	2,898		2,987		2,987		2,922
Net income attributable to Union Carbide Corporation	65		68		16		214
Dividends declared	0		(81)		(40)		(162)
Balance at end of period	2,963		2,974		2,963		2,974
Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of period	(1,686)		(1,642)		(1,770)		(1,665)
Other comprehensive income	20		19		104		42
Balance at end of period	(1,666)		(1,623)		(1,666)		(1,623)
Union Carbide Corporation's Stockholder's Equity	$	1,438	$	1,492	$	1,438	$	1,492

See Notes to the Consolidated Financial Statements.

8

Union Carbide Corporation and Subsidiaries

(Unaudited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Note		Page
1	Consolidated Financial Statements	9
2	Recent Accounting Guidance	10
3	Revenue	10
4	Inventories	10
5	Intangible Assets	11
6	Commitments and Contingent Liabilities	11
7	Leases	12
8	Accumulated Other Comprehensive Loss	14
9	Pension and Other Postretirement Benefit Plans	15
10	Fair Value Measurements	16
11	Related Party Transactions	17

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, 2020 ("2020 10-K").

The Corporation is a wholly owned subsidiary of The Dow Chemical Company ("TDCC"). In accordance with the accounting guidance for earnings per share, the presentation of earnings per share is not required in financial statements of wholly owned subsidiaries.

The Corporation’s business activities comprise components of TDCC’s global operations rather than stand-alone operations. TDCC conducts its worldwide operations through global businesses. Because there are no separate reportable business segments for UCC under the accounting guidance related to segment reporting and no detailed business information is provided to a chief operating decision maker regarding the Corporation’s stand-alone operations, the Corporation’s results are reported as a single operating segment.

Intercompany transactions and balances are eliminated in consolidation. Transactions with the Corporation’s parent company, TDCC, and other subsidiaries of TDCC, have been reflected as related company transactions in the consolidated financial statements. See Note 11 for additional information.

9

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

In the first quarter of 2021, the Corporation adopted Accounting Standards Update 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 adoption of this guidance did not have a material impact on the consolidated financial statements.

NOTE 3 - REVENUE

Substantially all of the Corporation's revenue is generated by sales to TDCC. Products are sold to and purchased from TDCC at prices determined in accordance with the terms of an agreement between UCC and TDCC. The Corporation's revenue related to sales of product was approximately 96 percent and 97 percent for the three and six months ended June 30, 2021, respectively (98 percent and 99 percent for the three and six months ended June 30, 2020, respectively); 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 20 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 June 30, 2021 ($40 million at December 31, 2020), of which $5 million ($5 million at December 31, 2020) was included in "Accrued and other current liabilities" and $34 million ($35 million at December 31, 2020) was included in "Other noncurrent obligations" in the consolidated balance sheets.

The Corporation disaggregates its revenue from contracts with customers by type of customer (sales to related 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 4 - INVENTORIES

The following table provides a breakdown of inventories:

Inventories	Jun 30, 2021		Dec 31, 2020
In millions
Finished goods	$	202	$	157
Work in process	30		23
Raw materials	49		38
Supplies	88		98
Total	$	369	$	316
Adjustment of inventories to a LIFO basis	(117)		(93)
Total inventories	$	252	$	223

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NOTE 5 - INTANGIBLE ASSETS

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

Intangible Assets	Jun 30, 2021						Dec 31, 2020
In millions	Gross Carrying Amount		Accum Amort		Net		Gross Carrying Amount		Accum Amort		Net
Intangible assets with finite lives:
Developed technology	$	33	$	(33)	$	0	$	33	$	(33)	$	0
Software	81		(67)		14		80		(64)		16
Total intangible assets	$	114	$	(100)	$	14	$	113	$	(97)	$	16

Total estimated amortization expense for 2021 and the five succeeding fiscal years, including amounts expected to be capitalized, is as follows:

Estimated Amortization Expense
In millions
2021	$	6
2022	$	5
2023	$	3
2024	$	1
2025	$	1
2026	$	0

NOTE 6 - COMMITMENTS AND CONTINGENT LIABILITIES

A summary of the Corporation's commitments and contingent liabilities can be found in Note 14 to the Consolidated Financial Statements included in the 2020 10-K, which is incorporated by reference herein.

Environmental Matters

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. At June 30, 2021, the Corporation had accrued obligations of $141 million for probable environmental remediation and restoration costs, including $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, 2020, the Corporation had accrued obligations of $133 million for probable environmental remediation and restoration costs, including $18 million for the remediation of Superfund sites.

11

Litigation

Asbestos-Related Matters

Each quarter, the Corporation reviews claims filed, settled and dismissed, as well as average settlement and resolution costs by disease category. The Corporation also considers additional quantitative and qualitative factors such as the nature of pending claims, trial experience of the Corporation and other asbestos defendants, current spending for defense and processing costs, significant appellate rulings and legislative developments, trends in the tort system, and their respective effects on expected future resolution costs. UCC management considers these factors in conjunction with the most recent actuarial study and determines whether a change in the estimate is warranted. Based on the Corporation's review of 2021 activity, it was determined that no adjustment to the accrual was required at June 30, 2021.

The Corporation’s total asbestos-related liability for pending and future claims and defense and processing costs was $1,060 million at June 30, 2021 ($1,098 million at December 31, 2020), and was included in “Asbestos-related liabilities - current” and “Asbestos-related liabilities - noncurrent” in the consolidated balance sheets. At June 30, 2021, approximately 24 percent of the recorded claim liability related to pending claims and approximately 76 percent related to future claims.

NOTE 7 - LEASES

For additional information on the Corporation's leases, see Note 15 to the Consolidated Financial Statements included in the 2020 10-K.

The components of lease cost for operating and finance leases for the three and six months ended June 30, 2021 and 2020 were as follows:

Lease Cost	Three Months Ended				Six Months Ended
In millions	Jun 30, 2021		Jun 30, 2020		Jun 30, 2021		Jun 30, 2020
Operating lease cost	$	7	$	5	$	12	$	10
Short-term lease cost	8		5		14		11
Variable lease cost	16		2		18		4
Amortization of right-of-use assets - finance	1		1		1		1
Total lease cost	$	32	$	13	$	45	$	26

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

Other Lease Information	Six Months Ended
In millions	Jun 30, 2021		Jun 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	11	$	10
Financing cash flows for finance leases	$	2	$	1

12

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at June 30, 2021 and December 31, 2020:

Lease Position	Balance Sheet Classification	Jun 30, 2021		Dec 31, 2020
In millions
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		$	0	$	48
Finance leases		$	5	$	3
Assets
Operating lease assets	Operating lease right-of-use assets	$	114	$	123
Finance lease assets	Property	19		15
Finance lease amortization	Accumulated depreciation	(10)		(8)
Total lease assets		$	123	$	130
Liabilities
Current
Operating	Operating lease liabilities - current	$	18	$	19
Finance	Long-term debt due within one year	3		2
Noncurrent
Operating	Operating lease liabilities - noncurrent	97		105
Finance	Long-term debt	7		5
Total lease liabilities		$	125	$	131

The weighted-average remaining lease term and discount rate for leases recorded in the consolidated balance sheets at June 30, 2021 and December 31, 2020 are provided below:

Lease Term and Discount Rate	Jun 30, 2021		Dec 31, 2020
Weighted-average remaining lease term
Operating leases	7.1 years		7.5 years
Finance leases	3.6 years		3.4 years
Weighted-average discount rate
Operating leases	3.30	%	3.28	%
Finance leases	2.64	%	3.62	%

The following table provides the maturities of lease liabilities at June 30, 2021:

Maturities of Lease Liabilities	Jun 30, 2021
	Operating Leases		Finance Leases
In millions
2021	$	11	$	1
2022	22		3
2023	20		3
2024	20		2
2025	18		1
2026 and thereafter	38		0
Total future undiscounted lease payments	$	129	$	10
Less: Imputed interest	14		0
Total present value of lease liabilities	$	115	$	10

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NOTE 8 - ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in the balances for each component of accumulated other comprehensive loss ("AOCL") for the three and six months ended June 30, 2021 and 2020 were as follows:

Accumulated Other Comprehensive Loss	Three Months Ended				Six Months Ended
In millions	Jun 30, 2021		Jun 30, 2020		Jun 30, 2021		Jun 30, 2020
Cumulative Translation Adjustment
Beginning balance	$	(55)	$	(53)	$	(55)	$	(56)
Unrealized gains (losses) on foreign currency translation	0		0		0		3
Ending balance	$	(55)	$	(53)	$	(55)	$	(53)
Pension and Other Postretirement Benefits
Beginning balance	$	(1,631)	$	(1,589)	$	(1,715)	$	(1,609)
Gains (losses) arising during the period 1	0		0		87		0
Tax (expense) benefit	0		0		(20)		0
Net gains (losses) arising during the period	0		0		67		0
Amortization and recognition of net loss 2	27		25		49		51
Tax expense (benefit) 3	(7)		(6)		(12)		(12)
Net loss reclassified from AOCL to net income	20		19		37		39
Other comprehensive income (loss), net of tax	20		19		104		39
Ending balance	$	(1,611)	$	(1,570)	$	(1,611)	$	(1,570)
Total AOCL ending balance	$	(1,666)	$	(1,623)	$	(1,666)	$	(1,623)

1.See Note 9 for additional information.

2.These AOCL components are included in the computation of net periodic benefit cost (credit) of the Corporation's defined benefit pension and other postretirement benefit plans. See Note 9 for additional information.

3.Reclassified to "Provision for income taxes."

14

NOTE 9 - 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 2020 10-K.

On March 4, 2021, TDCC announced changes to the design of its U.S. tax-qualified and non-qualified pension plans, including the plans of the Corporation (the “UCC Plans”). Effective December 31, 2023 (“Effective Date”), the Corporation will freeze the pensionable compensation and credited service amounts used to calculate pension benefits for employees who participate in the UCC Plans. As a result, at the Effective Date and subject to any bargaining obligations required by law, active participants of the UCC Plans will not accrue additional benefits for future service and compensation. Additionally, contributions to U.S. tax-qualified and non-qualified defined contribution plans will be harmonized across the U.S. eligible employee population of TDCC and its consolidated subsidiaries. The new matching contribution, beginning January 1, 2022, will allow all eligible U.S. employees to receive matching contributions of up to 5 percent of their eligible compensation. In addition, beginning on January 1, 2024, all eligible U.S. employees will receive an automatic non-elective contribution of 4 percent of eligible compensation to their respective defined contribution plans.

The Corporation's funding policy is to contribute to pension plans when pension laws and/or economics either require or encourage funding. On March 4, 2021, the Corporation elected to contribute $545 million to its tax-qualified pension plan, funded by the Corporation's notes receivable from TDCC, and, as a result, increased its estimated total 2021 pension contributions to approximately $550 million, of which $548 million has been contributed through June 30, 2021.

In connection with the foregoing plan amendments, the Corporation remeasured the UCC Plans effective February 28, 2021, which resulted in a pretax actuarial gain of $87 million, reflected in other comprehensive income and inclusive of a $14 million reduction in the projected benefit obligation resulting from the plan amendments, and a pretax curtailment gain of $7 million, recognized in the first quarter of 2021.

The following table provides the components of the Corporation's net periodic benefit cost (credit) for all significant plans:

Net Periodic Benefit Cost (Credit) for All Significant Plans	Three Months Ended				Six Months Ended
In millions	Jun 30, 2021		Jun 30, 2020		Jun 30, 2021		Jun 30, 2020
Defined Benefit Pension Plans
Service cost	$	6	$	8	$	14	$	17
Interest cost	21		28		40		56
Expected return on plan assets	(56)		(50)		(107)		(100)
Amortization of net loss	28		27		58		54
Curtailment gain	0		0		(7)		0
Net periodic benefit cost (credit)	$	(1)	$	13	$	(2)	$	27
Other Postretirement Benefit Plan
Service cost	$	0	$	1	$	0	$	1
Interest cost	1		2		2		3
Amortization of net gain	(1)		(2)		(2)		(3)
Net periodic benefit cost	$	0	$	1	$	0	$	1

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

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NOTE 10 - FAIR VALUE MEASUREMENTS

The Corporation's financial instruments are classified as Level 2 measurements. For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks.

The following table summarizes the fair value of the Corporation's financial instruments at June 30, 2021 and December 31, 2020:

Fair Value of Financial Instruments	Jun 30, 2021								Dec 31, 2020
In millions	Cost		Gain		Loss		Fair Value		Cost		Gain		Loss		Fair Value
Cash equivalents 1	$	10	$	0	$	0	$	10	$	10	$	0	$	0	$	10
Long-term debt including debt due within one year	$	(396)	$	0	$	(149)	$	(545)	$	(393)	$	0	$	(120)	$	(513)

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

Cost approximates fair value for all other financial instruments.

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NOTE 11 - RELATED PARTY TRANSACTIONS

A summary of the Corporation's related party transactions can be found in Note 19 to the Consolidated Financial Statements included in the 2020 10-K.

Product and Services Agreements

The following table summarizes UCC’s transactions with TDCC and a TDCC subsidiary related to product and services agreements for the three and six months ended June 30, 2021 and 2020:

Product and Services Agreements Transactions	Three Months Ended				Six Months Ended
	Jun 30, 2021		Jun 30, 2020		Jun 30, 2021		Jun 30, 2020		Income Statement Classification
In millions
TDCC Subsidiary:
Commodity and raw materials purchases 1	$	495	$	206	$	978	$	437	Cost of sales
Commission expense	$	6	$	6	$	12	$	11	Sundry income (expense) - net
TDCC:
General administrative and overhead type services and service fee 2	$	18	$	8	$	35	$	16	Sundry income (expense) - net
Activity-based costs	$	18	$	24	$	37	$	47	Cost of sales

1.Period-end balances on hand are included in inventory. The increase in purchase costs was primarily due to higher feedstock and energy costs, which includes the impact of Winter Storm Uri in the first quarter of 2021.

2.The increase in services and fees resulted from TDCC's periodic review of the actual cost of services provided to UCC in accordance with related agreements.

Dividends

The following table summarizes cash dividends declared and paid to TDCC for the three and six months ended June 30, 2021 and 2020:

Cash Dividends Declared and Paid	Three Months Ended				Six Months Ended
	Jun 30, 2021		Jun 30, 2020		Jun 30, 2021		Jun 30, 2020
In millions
Cash dividends declared and paid	$	0	$	81	$	40	$	162

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Pursuant to General Instruction H(1)(a) and (b) for Form 10-Q "Omission of Information by Certain Wholly-Owned Subsidiaries," the Corporation is filing this Form 10-Q with a reduced disclosure format.

References to "TDCC" refer to The Dow Chemical Company and its consolidated subsidiaries, except as otherwise indicated by the context. Union Carbide Corporation (the "Corporation" or "UCC") has been a wholly owned subsidiary of TDCC since 2001. TDCC has been a wholly owned subsidiary of Dow Inc. since 2019.

TDCC conducts its worldwide operations through global businesses. UCC's business activities comprise components of TDCC’s global businesses rather than stand-alone operations. Because there are no separate reportable business segments for UCC and no detailed business information is provided to a chief operating decision maker regarding the Corporation’s stand-alone operations, the Corporation’s results are reported as a single operating segment.

Statements on COVID-19 and U.S. Gulf Coast Freeze

COVID-19

Additional information regarding actions taken by UCC since the onset of the pandemic can be found in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 ("2020 10-K").

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The pandemic caused by coronavirus disease 2019 ("COVID-19") has impacted all geographic regions where UCC's products are produced and sold. 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. During this public health crisis, Dow is focused on the health and safety of its employees, contractors, customers and suppliers around the world and maintaining the safe and reliable operations of its manufacturing sites. Although supply disruptions and related logistical issues challenge all modes of transportation, UCC’s manufacturing sites have 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 and logistical challenges are expected to stabilize throughout 2021. Contingency plans remain in place in the event of significant impacts from COVID-19 infection resurgences.

A significant number of UCC employees continue to work remotely. The Corporation continues to encourage its workforce to practice safe behaviors both in the workplace and while away from work to help prevent community spread of COVID-19. Dow and the Corporation continue to monitor ongoing mitigation efforts to appropriately implement Dow's comprehensive Return to Workplace plan. UCC sites continue to follow on-site workforce restrictions in accordance with government regulations. Certain locations have implemented advanced phases of Dow's Return to Workplace plan and it is expected that more locations will progress to their next phase over the remainder of 2021.

U.S. Gulf Coast Freeze

In the first quarter of 2021, Winter Storm Uri had a broad impact on the U.S. Gulf Coast and in particular across the entire state of Texas, which resulted in widespread utility and raw material supply disruptions and industry-wide production outages. UCC's Texas City, Texas, ("Texas City") and Seadrift, Texas, ("Seadrift") operations were severely impacted with significant production disruptions that extended into mid-March at Seadrift and late March at Texas City, primarily due to precautionary shutdowns prior to the arrival of record low temperatures, raw material supply constraints and damage caused by extremely cold temperatures. While not as severely impacted, the Corporation's St. Charles, Louisiana, operations initiated certain precautionary shutdowns in anticipation of the record low temperatures and experienced raw material supply disruptions and equipment damage caused by the extreme cold. However, by March 31, 2021, UCC's ethylene production facilities and all sites were operational. As a result of the winter storm, the product and supply chain impacts created very tight industry supply fundamentals which has resulted in higher raw material costs in addition to pricing momentum in certain end-markets through the second quarter.

RESULTS OF OPERATIONS

Net Sales

Total net sales were $1,326 million in the second quarter of 2021 compared with $870 million in the second quarter of 2020, an increase of 52 percent. Total net sales were $2,329 million for the first six months of 2021 compared with $1,912 million for the first six months of 2020, an increase of 22 percent. Net sales to related companies, principally to TDCC, were $1,289 million in the second quarter of 2021 compared with $849 million in the second quarter of 2020, an increase of 52 percent. Net sales to related companies were $2,258 million for the first six months of 2021 compared with $1,862 million for the first six months of 2020, an increase of 21 percent. Selling prices to TDCC are determined in accordance with the terms of an agreement between UCC and TDCC.

Average selling price increased 53 percent in the second quarter of 2021 compared with the same quarter last year. Price increased across all product lines, driven by tight supply resulting from the U.S. Gulf Coast freeze and market demand, resulting in higher feedstock and other raw material costs, with the most significant price increases in polyethylene, oxo alcohols, ethanolamines and plastics used for wire and cable applications. Volume decreased 1 percent in the second quarter of 2021 compared with the same quarter last year as certain freeze related supply constraints and higher planned maintenance turnaround activity negatively impacted production, with the most significant volume decreases in oxo alcohols and ethanolamines.

In the first six months of 2021, average selling prices increased 31 percent compared with the first six months of 2020. Price increased across almost all products lines, driven by tight supply resulting from the U.S. Gulf Coast freeze and market demand, resulting in higher feedstock and other raw material costs, with the most significant price increases in polyethylene, oxo alcohols, acrylic monomers and ethanolamines. Volume for the first six months of 2021 declined 9 percent compared with the first six months of 2020, with decreases across almost all product lines as the freeze and related impacts on the U.S. Gulf Coast severely limited production, especially in the first

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quarter of 2021, and the Corporation undertook significant planned maintenance turnaround projects. The most significant volume decreases were in oxo alcohols and ethylene oxide/ethylene glycol, which were partially offset by increases in architectural binders.

Cost of Sales

Cost of sales was $1,208 million in the second quarter of 2021 compared with $746 million in the second quarter of 2020, an increase of 62 percent, driven by higher feedstock and energy costs, higher planned maintenance turnaround activity and a $14 million environmental charge. Cost of sales was $2,245 million for the first six months of 2021 compared with $1,572 million for the first six months of 2020, an increase of 43 percent, primarily due to higher feedstock and energy costs and impacts from Winter Storm Uri, which included higher raw material costs and repair and start-up costs, totaling approximately $30 million.

Sundry Income (Expense) – Net

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

Sundry income (expense) – net in the second quarter of 2021 was expense of $18 million compared with expense of $22 million in the same quarter last year. For the first six months of 2021, sundry income (expense) – net was expense of $33 million compared with expense of $40 million for the first six months of 2020. The decrease in the second quarter and the first six months of 2021 was primarily the result of non-operating pension benefit plan credits resulting from the announced freeze of plan benefits, effective December 31, 2023, and the impact of the Corporation's elective contribution to its tax-qualified pension plan in the first quarter of 2021, partially offset by an increase in charges for management services provided by TDCC.

Interest Income

Interest income was 0 in the second quarter of 2021 ($1 million for the first six months of 2021) compared with $2 million in the second quarter of 2020 ($9 million for the first six months of 2020). The decrease in interest income primarily resulted from the significant drop in interest rates in the first quarter of 2020 due to the recent interest rate environment and the decrease in the Corporation's notes receivable from related companies.

Interest Expense and Amortization of Debt Discount

Interest expense and amortization of debt discount was $7 million in the second quarter of 2021 ($14 million for the first six months of 2021) compared with $11 million in the second quarter of 2020 ($19 million for the first six months of 2020). The decrease in interest expense and amortization of debt discount was primarily due to the payment of interest and penalties in May 2020 to settle sales and use tax disputes in Seadrift, Texas, and Texas City, Texas, and also reflects reduced interest expense resulting from the redemption of debt in September 2020.

Provision for Income Taxes

The Corporation reported a tax provision of $20 million in the second quarter of 2021, which resulted in an effective tax rate of 23.5 percent compared with $18 million in the second quarter of 2020, which resulted in an effective tax rate of 20.9 percent. For the first six months of 2021, the Corporation reported a tax provision of $5 million, which resulted in an effective tax rate of 23.8 percent, compared with $59 million for the first six months of 2020, which resulted in an effective tax rate of 21.6 percent.

Net Income Attributable to UCC

The Corporation reported net income of $65 million in the second quarter of 2021 compared with $68 million in the second quarter of 2020. Net income for the first six months of 2021 was $16 million compared with $214 million for the first six months of 2020. The decrease in net income for the first six months of 2021 was driven primarily by production disruptions, higher feedstock and energy costs, and repair and start-up costs resulting from the extreme weather caused by Winter Storm Uri in the first quarter of 2021.

Capital Expenditures

Capital expenditures in the second quarter of 2021 were $30 million ($53 million for the first six months of 2021) compared with $32 million in the second quarter of 2020 ($65 million for the first six months of 2020). Capital expenditures decreased as spending for U.S. Gulf Coast projects and site infrastructure projects continues to trend down and the Corporation continues to limit capital expenditures to retain the financial strength of the Corporation and Dow Inc. while the COVID-19 economic recovery continues.

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Pension Plan Changes

On March 4, 2021, TDCC announced changes to the design of its U.S. tax-qualified and non-qualified pension plans, including the plans of the Corporation (the “UCC Plans”) and, effective December 31, 2023, the Corporation will freeze the pensionable compensation and credited service amounts used to calculate pension benefits for employees who participate in the plans. Additionally, the Corporation contributed $545 million to its tax-qualified pension plan, of which $81 million was anticipated to satisfy minimum required contributions based on the pre-existing plan design and market conditions at December 31, 2020.

In connection with the foregoing plan amendments and inclusive of the additional discretionary contribution to the U.S. tax-qualified plan, the Corporation remeasured the UCC Plans effective February 28, 2021, which resulted in a decrease of $45 million in expected net periodic pension benefit cost for 2021, inclusive of a curtailment gain of $7 million, recognized in the first quarter of 2021. The Corporation expects a credit for net periodic pension benefit cost of approximately $5 million in 2021, inclusive of the curtailment gain. See Note 9 to the Consolidated Financial Statements for additional information related to the Corporation's pension plans.

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 and accompanying notes. Note 1 to the Consolidated Financial Statements in the Corporation's 2020 10-K describes the significant accounting policies and methods used in the preparation of the consolidated financial statements. The Corporation’s critical accounting policies that are impacted by judgments, assumptions and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Corporation’s 2020 10-K. Since December 31, 2020, there have been no material changes in the Corporation’s accounting policies that are impacted by judgments, assumptions and estimates.

Asbestos-Related Matters

The Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past four decades. These suits principally allege personal injury resulting from exposure to asbestos‑containing products and frequently seek both actual and punitive damages. The alleged claims primarily relate to products that UCC sold in the past, alleged exposure to asbestos-containing products located on UCC’s premises, and UCC’s responsibility for asbestos suits filed against a former UCC subsidiary, Amchem Products, Inc. ("Amchem"). In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to UCC’s products.

The table below provides information regarding asbestos-related claims pending against the Corporation and Amchem based on criteria developed by UCC and its external consultants:

Asbestos-Related Claim Activity	2021	2020
Claims unresolved at Jan 1	9,126	11,117
Claims filed	2,081	2,194
Claims settled, dismissed or otherwise resolved	(2,184)	(2,488)
Claims unresolved at Jun 30	9,023	10,823
Claimants with claims against both UCC and Amchem	(2,498)	(3,555)
Individual claimants at Jun 30	6,525	7,268

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.

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For additional information, see Asbestos-Related Matters in Note 6 to the Consolidated Financial Statements and Note 14 to the Consolidated Financial Statements included in the 2020 10-K, 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 June 30, 2021.

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. Based on these factors, the Board did not declare a cash dividend to TDCC in the second quarter of 2021. For the first six months of 2021, the Corporation declared and paid cash dividends of $40 million to TDCC. In the second quarter of 2020, the Corporation declared and paid a cash dividend of $81 million to TDCC ($162 million for the first six months of 2020). On July 20, 2021, the Board approved a dividend to TDCC of $78 million, payable on or before September 24, 2021.

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 six months of 2021. For a current status of asbestos-related matters, see Note 6 to the Consolidated Financial Statements.

Environmental Proceedings

On July 5, 2018, the Corporation received a draft consent decree from the U.S. Environmental Protection Agency, the U.S. Department of Justice and the Louisiana Department of Environmental Quality relating to the operation of steam-assisted flares at UCC's olefins manufacturing facility in Hahnville (St. Charles), Louisiana. On June 10, 2021, the consent decree was approved by the U.S. District Court for the Eastern District of Louisiana and became effective. Pursuant to the consent decree, in July 2021, the Corporation's parent company, The Dow Chemical Company ("TDCC"), paid a civil penalty and made payments to specified local projects in Louisiana, with $1.2 million reimbursed to TDCC by the Corporation. The consent decree also requires the Corporation to install and operate additional air pollution control and monitoring technology on these steam-assisted flares at an estimated cost of $120 million, to be completed over the next several years.

ITEM 1A. RISK FACTORS

Since December 31, 2020, there have been no material changes to the Corporation's Risk Factors.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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

Date: July 23, 2021

/s/ RONALD C. EDMONDS

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

/s/ IGNACIO MOLINA

Ignacio Molina
Vice President, Treasurer and
Chief Financial Officer

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