ucc-2013-3Q10Q

10-Q 1 ucc-2013x3q10q.htm 10-Q ucc-2013-3Q10Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended SEPTEMBER 30, 2013

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

1254 ENCLAVE PARKWAY, HOUSTON, TEXAS 77077

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 281-966-2727

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.

R Yes o No

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

R Yes o No

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



Large accelerated filer o	Accelerated filer o
Non-accelerated filer R	Smaller reporting company o

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

o Yes R No

At September 30, 2013, 1,000 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 Instructions 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 September 30, 2013

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		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	20

	Results of Operations	20

	Other Matters	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 4.	Mine Safety Disclosures	25

Item 6.	Exhibits	25

SIGNATURES		26

EXHIBIT INDEX		27

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Union Carbide Corporation and Subsidiaries

FORWARD-LOOKING STATEMENTS

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: “Management's Discussion and Analysis,” and “Risk Factors.” These forward-looking statements are generally identified by the words “believe,” “project”, “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (see Part II, Item 1A of this Quarterly Report on Form 10-Q; and Part I, Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2012). Union Carbide Corporation undertakes no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

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PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

Union Carbide Corporation and Subsidiaries

Consolidated Statements of Income



	Three Months Ended						Nine Months Ended
In millions (Unaudited)	Sep 30, 2013			Sep 30, 2012			Sep 30, 2013			Sep 30, 2012
Net trade sales	$	37		$	35		$	129		$	135
Net sales to related companies	1,819			1,465			5,164			4,514
Total Net Sales	1,856			1,500			5,293			4,649
Cost of sales	1,655			1,448			4,857			4,562
Research and development expenses	6			8			19			27
Selling, general and administrative expenses	3			2			9			7
Restructuring charges	—			—			—			3
Equity in earnings of nonconsolidated affiliates	23			16			83			48
Sundry income (expense) - net	(12		)	(20		)	(39		)	(42		)
Interest income	3			3			8			11
Interest expense and amortization of debt discount	8			7			23			22
Income Before Income Taxes	198			34			437			45
Provision for income taxes	34			9			141			12
Net Income Attributable to Union Carbide Corporation	$	164		$	25		$	296		$	33

Depreciation	$	51		$	51		$	152		$	166
Capital Expenditures	$	32		$	47		$	79		$	129

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income



	Three Months Ended					Nine Months Ended
In millions (Unaudited)	Sep 30, 2013			Sep 30, 2012		Sep 30, 2013			Sep 30, 2012
Net Income Attributable to Union Carbide Corporation	$	164		$	25	$	296		$	33
Other Comprehensive Income (Loss), Net of Tax
Translation adjustments	(22		)	2		(22		)	1
Pension and other postretirement benefit plans adjustments	16			10		45			30
Total other comprehensive income (loss)	(6		)	12		23			31
Comprehensive Income Attributable to Union Carbide Corporation	$	158		$	37	$	319		$	64

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Balance Sheets



In millions (Unaudited)	Sep 30, 2013			Dec 31, 2012
Assets
Current Assets
Cash and cash equivalents	$	33		$	18
Accounts receivable:
Trade (net of allowance for doubtful receivables 2013: $-; 2012: $-)	25			35
Related companies	393			330
Other	98			86
Notes receivable from related companies	2,143			2,346
Inventories	425			420
Deferred income taxes and other current assets	96			95
Total current assets	3,213			3,330
Investments
Investments in related companies	840			840
Investments in nonconsolidated affiliates	7			106
Other investments	8			8
Noncurrent receivables	25			45
Noncurrent receivables from related companies	172			189
Total investments	1,052			1,188
Property
Property	7,096			7,211
Less accumulated depreciation	5,838			5,877
Net property	1,258			1,334
Other Assets
Intangible assets (net of accumulated amortization 2013: $73; 2012: $72)	8			7
Deferred income tax assets - noncurrent	776			775
Asbestos-related insurance receivables - noncurrent	160			155
Deferred charges and other assets	52			49
Total other assets	996			986
Total Assets	$	6,519		$	6,838
Liabilities and Equity
Current Liabilities
Notes payable - related companies	$	34		$	40
Accounts payable:
Trade	233			299
Related companies	419			411
Other	31			15
Income taxes payable	27			59
Asbestos-related liabilities - current	99			85
Accrued and other current liabilities	180			146
Total current liabilities	1,023			1,055
Long-Term Debt	471			471
Other Noncurrent Liabilities
Pension and other postretirement benefits - noncurrent	1,079			1,270
Asbestos-related liabilities - noncurrent	483			530
Other noncurrent obligations	109			188
Total other noncurrent liabilities	1,671			1,988
Stockholder's Equity
Common stock (authorized and issued: 1,000 shares of $0.01 par value each)	—			—
Additional paid-in capital	312			312
Retained earnings	4,362			4,355
Accumulated other comprehensive loss	(1,322		)	(1,345		)
Union Carbide Corporation's stockholder's equity	3,352			3,322
Noncontrolling interests	2			2
Total equity	3,354			3,324
Total Liabilities and Equity	$	6,519		$	6,838

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Cash Flows



	Nine Months Ended
In millions (Unaudited)	Sep 30, 2013			Sep 30, 2012
Operating Activities
Net Income	$	296		$	33
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	166			179
Provision (credit) for deferred income tax	17			(20		)
Earnings of nonconsolidated affiliates in excess of dividends received	(21		)	(6		)
Net gain on sales of property	—			(4		)
Restructuring charges	—			3
Pension contributions	(157		)	(157		)
Other net loss (gain)	1			(1		)
Changes in assets and liabilities:
Accounts and notes receivable	7			3
Related company receivables	121			1,093
Inventories	(5		)	(199		)
Accounts payable	(47		)	(9		)
Related company payables	1			1
Other assets and liabilities	(96		)	36
Cash provided by operating activities	283			952
Investing Activities
Capital expenditures	(79		)	(129		)
Change in noncurrent receivable from related company	17			(15		)
Proceeds from sale of ownership interest in nonconsolidated affiliate	13			—
Proceeds from sale of property	—			7
Purchase of related company receivables	—			(8		)
Purchases of investments	—			(2		)
Cash used in investing activities	(49		)	(147		)
Financing Activities
Dividends paid to stockholder	(219		)	(775		)
Payments on long-term debt	—			(37		)
Cash used in financing activities	(219		)	(812		)
Summary
Increase (decrease) in cash and cash equivalents	15			(7		)
Cash and cash equivalents at beginning of year	18			26
Cash and cash equivalents at end of period	$	33		$	19

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Consolidated Statements of Equity



	Nine Months Ended
In millions (Unaudited)	Sep 30, 2013			Sep 30, 2012
Common Stock
Balance at beginning of year and end of period	$	—		$	—
Additional Paid-in Capital
Balance at beginning of year and end of period	312			312
Retained Earnings
Balance at beginning of year	4,355			5,253
Net income	296			33
Dividends declared (noncash dividend 2013: $70; 2012: $-)	(289		)	(775		)
Other	—			(1		)
Balance at end of period	4,362			4,510
Accumulated Other Comprehensive Loss, Net of Tax
Balance at beginning of year	(1,345		)	(1,132		)
Other comprehensive income	23			31
Balance at end of period	(1,322		)	(1,101		)
Union Carbide Corporation's Stockholder's Equity	3,352			3,721
Noncontrolling Interests	2			2
Total Equity	$	3,354		$	3,723

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

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Note		Page
1	Consolidated Financial Statements	9
2	Recent Accounting Guidance	9
3	Restructuring	10
4	Inventories	11
5	Nonconsolidated Affiliates	12
6	Intangible Assets	12
7	Financial Instruments	13
8	Commitments and Contingent Liabilities	13
9	Pension and Other Postretirement Benefits	17
10	Related Party Transactions	17
11	Income Taxes	18
12	Accumulated Other Comprehensive Income (Loss)	19
13	Subsequent Event	19

NOTE 1 - CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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

Intercompany transactions and balances are eliminated in consolidation. Transactions with the Corporation’s parent company, Dow, and other Dow subsidiaries have been reflected as related company transactions in the consolidated financial statements. See Note 10 for further discussion.

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, 2012.

NOTE 2 - RECENT ACCOUNTING GUIDANCE

Recently Adopted Accounting Guidance

During the first quarter of 2013, the Corporation adopted Accounting Standards Update ("ASU") 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail on these amounts. See Note 12 for the disclosures related to this adoption.

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

Accounting Guidance Issued But Not Adopted as of September 30, 2013

In February 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date," which defines how entities measure obligations from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date and for which no guidance exists, except for obligations addressed within existing guidance in U.S. GAAP. The guidance also requires entities to disclose the nature and amount of the obligation as well as other information about those obligations. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Retrospective presentation for all comparative periods presented is required and early adoption is permitted. The Corporation is currently evaluating the impact of adopting this guidance.

In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," which defines the treatment of the release of cumulative translation adjustments upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted and prior periods should not be adjusted. The Corporation does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

In July 2013, the FASB issued ASU 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which defines the presentation requirements of an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted and retrospective application is permitted but not required. The Corporation is currently evaluating the impact of adopting this guidance.

NOTE 3 - RESTRUCTURING

On October 22, 2012, the Board of Directors of the Corporation approved a restructuring plan to improve the cost effectiveness of the Corporation's global operations. The restructuring plan will affect approximately 100 positions and result in the shutdown of certain manufacturing facilities. These actions are expected to be completed primarily by December 31, 2014.

As a result of the restructuring activities, the Corporation recorded pretax restructuring charges of $71 million in the fourth quarter of 2012 consisting of costs associated with exit or disposal activities of $13 million, severance costs of $10 million and asset write-downs and write-offs of $48 million.

Severance

The restructuring charges in the fourth quarter of 2012 included severance of $10 million for the separation of approximately 100 employees under the terms of the Corporation's ongoing benefit arrangements, primarily by December 31, 2014. At December 31, 2012, no severance had been paid and a liability of $10 million remained. In the first nine months of 2013, severance of $5 million was paid leaving a liability of $5 million for approximately 37 employees at September 30, 2013.

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

The following table summarizes the activities related to the Corporation's restructuring reserve:



Restructuring Activities	Costs Associated with Exit or Disposal Activities			Severance Costs
In millions	Costs Associated with Exit or Disposal Activities			Severance Costs			Total
Reserve balance at December 31, 2012	$	13		$	10		$	23
Cash payments	—			(2		)	(2		)
Reserve balance at March 31, 2013	$	13		$	8		$	21
Cash payments	(1		)	(2		)	(3		)
Reserve balance at June 30, 2013	$	12		$	6		$	18
Cash payments	(1		)	(1		)	(2		)
Reserve balance at September 30, 2013	$	11		$	5		$	16

The reserve balance is included in the consolidated balance sheets as "Accrued and other current liabilities" and "Other noncurrent obligations."

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

In the first quarter of 2012, the Corporation recorded restructuring charges totaling $3 million related to a workforce reduction of approximately 20 employees. In the third quarter of 2012, all severance related to this restructuring charge was paid.

NOTE 4 - INVENTORIES

The following table provides a breakdown of inventories:



Inventories In millions	Sep 30, 2013		Dec 31, 2012
Finished goods	$	240	$	263
Work in process	34		33
Raw materials	62		46
Supplies	89		78
Total inventories	$	425	$	420

The reserves reducing inventories from the first-in, first-out (“FIFO”) basis to the last-in, first-out (“LIFO”) basis amounted to $142 million at September 30, 2013 and $150 million at December 31, 2012.

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

NOTE 5 - NONCONSOLIDATED AFFILIATES

The table below presents summarized financial information for Univation Technologies, LLC ("Univation"), a significant nonconsolidated affiliate (at 100 percent):



Summarized Income Statement Information for Univation	Three Months Ended				Nine Months Ended
In millions	Sep 30, 2013		Sep 30, 2012		Sep 30, 2013		Sep 30, 2012
Sales	$	94	$	79	$	291	$	232
Gross profit	$	65	$	53	$	205	$	155
Net income attributable to Univation	$	43	$	34	$	144	$	98

Stock Dividend

On September 26, 2013, UCC declared a stock dividend to Dow for its 100 percent ownership interest in Union Carbide Subsidiary C, Inc., which included UCC's full ownership interest in Univation. This stock dividend was effective on September 29, 2013 and totaled $70 million.

Divestiture

On January 31, 2013, UCC entered into a definitive agreement to sell its 50 percent ownership interest in Nippon Unicar Company, Limited to TonenGeneral Sekiyu K.K. On July 1, 2013, the sale was completed for $13 million. As a result of this share sale, the Corporation reclassified a $20 million gain, primarily attributable to cumulative translation adjustments, from "Accumulated other comprehensive loss" into earnings in the third quarter of 2013 and is included in “Sundry income (expense) - net” in the consolidated statements of income. Including this reclassification, the sale resulted in no pretax gain or loss.

NOTE 6 - INTANGIBLE ASSETS

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



Intangible Assets	At September 30, 2013							At December 31, 2012
In millions	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Intangible assets with finite lives:
Licenses and intellectual property	$	33	$	(33	)	$	—	$	33	$	(33	)	$	—
Software	48		(40		)	8		46		(39		)	7
Total intangible assets	$	81	$	(73	)	$	8	$	79	$	(72	)	$	7

Amortization expense for software, which is included in "Cost of sales" in the consolidated statements of income, was less than $1 million in the third quarter of 2013 and $1 million in the third quarter of 2012. Amortization expense for software was $1 million for the nine months ended September 30, 2013 and $2 million for the nine months ended September 30, 2012.

Total estimated amortization expense for 2013 and the five succeeding fiscal years is as follows:



Estimated Amortization Expense In millions
2013	$	2
2014	$	2
2015	$	2
2016	$	1
2017	$	1
2018	$	—

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

NOTE 7 - FINANCIAL INSTRUMENTS

Investments

The Corporation's investments in marketable securities include debt securities which are classified as available-for-sale. At September 30, 2013, the Corporation held $5 million in debt securities ($5 million at December 31, 2012), which had contractual maturities of less than 10 years. These securities are recorded at fair value, which approximates cost, and are included in “Other investments” in the consolidated balance sheets and classified as Level 2 measurements. There were no proceeds from sales of marketable securities for the three and nine-month periods ended September 30, 2013 and September 30, 2012.

For securities 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.

Long-Term Debt

The Corporation has long-term debt of $471 million in the consolidated balance sheets at September 30, 2013 ($471 million at December 31, 2012). At September 30, 2013, the fair value of this long-term debt was $553 million ($587 million at December 31, 2012) and is classified as a Level 2 measurement. Fair value is determined in a manner similar to the methods described above for investments.

In the first quarter of 2012, the Corporation redeemed $37 million aggregate principal amount of pollution control/industrial revenue bonds that matured on January 1, 2012.

Cost approximates fair value for all other financial instruments.

NOTE 8 - 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 September 30, 2013, the Corporation had accrued obligations of $123 million for probable environmental remediation and restoration costs, including $24 million for the remediation of Superfund sites. 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, however, 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. At December 31, 2012, the Corporation had accrued obligations of $95 million for probable environmental remediation and restoration costs, including $21 million for the remediation of Superfund sites.

Litigation

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

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Union Carbide Corporation and Subsidiaries

Notes to the Consolidated Financial Statements



(Unaudited)

Asbestos-Related Matters

Separately, the Corporation is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past three 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 Liability

Based on a study completed by Analysis, Research & Planning Corporation (“ARPC”) in January 2003, the Corporation increased its December 31, 2002 asbestos-related liability for pending and future claims for the 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. Since then, the Corporation has compared current asbestos claim and resolution activity to the results of the most recent ARPC study at each balance sheet date to determine whether the accrual continues to be appropriate. In addition, the Corporation has requested ARPC to review the Corporation’s historical asbestos claim and resolution activity each year to determine the appropriateness of updating the most recent ARPC study.

In November 2011, the Corporation requested ARPC to review the Corporation's 2011 asbestos claim and resolution activity and determine the appropriateness of updating its then most recent study completed in December 2010. In response to that request, ARPC reviewed and analyzed data through October 31, 2011. In January 2012, ARPC stated that an update of its study would not provide a more likely estimate of future events than the estimate reflected in its December 2010 study and, therefore, the estimate in that study remained applicable. Based on the Corporation's own review of the asbestos claim and resolution activity and ARPC's response, the Corporation determined that no change to the accrual was required. At December 31, 2011, the Corporation's asbestos-related liability for pending and future claims was $668 million.

In October 2012, the Corporation requested ARPC to review the Corporation's historical asbestos claim and resolution activity and determine the appropriateness of updating its December 2010 study. In response to that request, ARPC reviewed and analyzed data through September 30, 2012. In December 2012, based upon ARPC's December 2012 study and the Corporation's own review of the asbestos claim and resolution activity for 2012, it was determined that no adjustment to the accrual was required at December 31, 2012. The Corporation's asbestos-related liability for pending and future claims was $602 million at December 31, 2012. At December 31, 2012, approximately 18 percent of the recorded liability related to pending claims and approximately 82 percent related to future claims.

Based on the Corporation’s review of 2013 activity, it was determined that no adjustment to the accrual was required at September 30, 2013. The Corporation’s asbestos-related liability for pending and future claims was $555 million at September 30, 2013. Approximately 19 percent of the recorded liability related to pending claims and approximately 81 percent related to future claims.

Insurance Receivables

At December 31, 2002, the Corporation increased the receivable for insurance recoveries related to its asbestos liability to $1.35 billion, substantially exhausting its asbestos product liability coverage. The insurance receivable related to the asbestos liability was determined by the Corporation after a thorough review of applicable insurance policies and the 1985 Wellington Agreement, to which the Corporation and many of its liability insurers are signatory parties, as well as other insurance settlements, with due consideration given to applicable deductibles, retentions and policy limits, and taking into account the solvency and historical payment experience of various insurance carriers. The Wellington Agreement and other agreements with insurers are designed to facilitate an orderly resolution and collection of the Corporation’s insurance policies and to resolve issues that the insurance carriers may raise.

In September 2003, the Corporation filed a comprehensive insurance coverage case, now proceeding in the Supreme Court of the State of New York, County of New York, seeking to confirm its rights to insurance for various asbestos claims and to facilitate an orderly and timely collection of insurance proceeds (the “Insurance Litigation”). The Insurance Litigation was filed against insurers that were not signatories to the Wellington Agreement and/or do not otherwise have agreements in place with

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Notes to the Consolidated Financial Statements



(Unaudited)

the Corporation regarding their asbestos-related insurance coverage, in order to facilitate an orderly resolution and collection of such insurance policies and to resolve issues that the insurance carriers may raise. Since the filing of the case, the Corporation has reached settlements with most of the carriers involved in the Insurance Litigation and continues to pursue settlements with outstanding carriers.

The Corporation’s receivable for insurance recoveries related to its asbestos liability was $25 million at September 30, 2013 and $25 million at December 31, 2012. At September 30, 2013 and December 31, 2012, all of the receivable for insurance recoveries was related to insurers that are not signatories to the Wellington Agreement and/or do not otherwise have agreements in place regarding their asbestos-related insurance coverage.

In addition to the receivable for insurance recoveries related to its asbestos liability, the Corporation had receivables for defense and resolution costs submitted to insurance carriers that have settlement agreements in place regarding their asbestos-related insurance coverage.

The following table summarizes the Corporation’s receivables related to its asbestos-related liability:



Receivables for Asbestos-Related Costs In millions	Sep 30, 2013		Dec 31, 2012
Receivables for defense costs - carriers with settlement agreements	$	16	$	17
Receivables for resolution costs - carriers with settlement agreements	124		137
Receivables for insurance recoveries - carriers without settlement agreements	25		25
Total	$	165	$	179

The Corporation expenses defense costs as incurred. The pretax impact for defense and resolution costs, net of insurance, was $26 million for the third quarter of 2013 ($25 million in the third quarter of 2012), $77 million for the first nine months of 2013 ($73 million for the first nine months of 2012) and was included in “Cost of sales” in the consolidated statements of income.

After a review of its insurance policies, with due consideration given to applicable deductibles, retentions and policy limits, and after taking into account the solvency and historical payment experience of various insurance carriers; existing insurance settlements; and the advice of outside counsel with respect to the applicable insurance coverage law relating to the terms and conditions of its insurance policies, the Corporation continues to believe that its recorded receivable for insurance recoveries from all insurance carriers is probable of collection.

Summary

The amounts recorded by the Corporation for the asbestos-related liability and related insurance receivable described above were based upon current, known facts. However, future events, such as the number of new claims to be filed and/or received each year, the average cost of disposing of each such claim, coverage issues among insurers and the continuing solvency of various insurance companies, as well as the numerous uncertainties surrounding asbestos litigation in the United States, could cause the actual costs and insurance recoveries for the Corporation to be higher or lower than those projected or those recorded.

Because of the uncertainties described above, the Corporation's management cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing UCC and Amchem. The Corporation's management believes that it is reasonably possible that the cost of disposing of the Corporation’s asbestos-related claims, including future defense 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 of the Corporation.

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 adequate provisions have been made for probable losses with respect to pending claims and proceedings, and that, except for the asbestos-related matters described above, the ultimate outcome of all known and future claims, after provisions for insurance, will not have a material adverse impact on the results of operations, cash flows and financial position of the Corporation. Should any losses be sustained in connection with any of such legal proceedings and claims in excess of provisions provided and available insurance, they will be charged to income when determinable.

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Notes to the Consolidated Financial Statements



(Unaudited)

Purchase Commitments

At December 31, 2012, the Corporation had various outstanding commitments for take-or-pay agreements, with remaining terms extending from two to thirteen years. Such commitments were not in excess of current market prices. The fixed and determinable portion of obligations under purchase commitments at December 31, 2012 is presented in the table below. There have been no material changes to purchase commitments since December 31, 2012.



Fixed and Determinable Portion of Take-or-Pay Obligations at December 31, 2012 In millions
2013	$	11
2014	11
2015	8
2016	6
2017	6
2018 and beyond	10
Total	$	52

Asset Retirement Obligations

The Corporation has recognized asset retirement obligations related to capping activities at landfill sites in the United States. The aggregate carrying amount of these asset retirement obligations was $4 million at September 30, 2013 and $4 million at December 31, 2012. The Corporation also has recognized conditional asset retirement obligations related to asbestos encapsulation as a result of planned demolition and remediation activities at manufacturing and administrative sites in the United States. The aggregate carrying amount of conditional asset retirement obligations was $7 million at September 30, 2013 and $7 million at December 31, 2012. The discount rate used to calculate the Corporation’s asset retirement obligations and conditional asset retirement obligations was 0.87 percent at September 30, 2013 and 0.87 percent at December 31, 2012. These obligations are included in the consolidated balance sheets as "Accrued and other current liabilities" and "Other noncurrent obligations."

The Corporation has not recognized conditional asset retirement obligations for which a fair value cannot be reasonably estimated in its consolidated financial statements. It is the opinion of management that the possibility is remote that such conditional asset retirement obligations, when estimable, will have a material impact on the Corporation’s consolidated financial statements based on current costs.

K-Dow Arbitration

On November 28, 2008, Dow entered into a Joint Venture Formation Agreement (the “JVFA”) with PIC that provided for the establishment of K-Dow. To form the joint venture, Dow would transfer, by way of contribution and sale to K-Dow, assets used in the research, development, manufacture, distribution, marketing and sale of polyethylene, polypropylene, polycarbonate, polycarbonate compounds and blends, ethyleneamines, ethanolamines and related licensing and catalyst technologies; and K-Dow would assume certain related liabilities. It was anticipated that a significant part (but not substantially all) of UCC's U.S.-based manufacturing assets would be included in the new joint venture.

In February 2009, Dow initiated arbitration proceedings against Petrochemical Industries Company (K.S.C.) ("PIC") alleging that PIC breached the Joint Venture Formation Agreement related to the establishment of K-Dow, a proposed 50:50 global petrochemicals joint venture with PIC, by failing to close the transaction. In May 2012, the International Court of Arbitration of the International Chamber of Commerce ("ICC") awarded Dow $2.161 billion in damages ("Partial Award"), not including pre- and post-award interest and damages. On March 4, 2013, the ICC released the Final Award in the arbitration case covering Dow's claim for pre- and post-award interest and arbitration costs and awarded Dow $318 million, as of February 28, 2013. On May 7, 2013, Dow confirmed the receipt of a $2.195 billion cash payment from PIC, which included the Partial Award of $2.161 billion as well as recovery of Dow's costs incurred in the arbitration, including legal fees. The K-Dow arbitration is considered final and settled in full. No portion of the payment or claims were awarded or allocated to the Corporation.

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Notes to the Consolidated Financial Statements



(Unaudited)

NOTE 9 - PENSION AND OTHER POSTRETIREMENT BENEFITS



Net Periodic Benefit Cost for All Significant Plans	Three Months Ended						Nine Months Ended
In millions	Sep 30, 2013			Sep 30, 2012			Sep 30, 2013			Sep 30, 2012
Defined Benefit Pension Plans:
Service cost	$	8		$	7		$	24		$	21
Interest cost	41			47			123			141
Expected return on plan assets	(58		)	(59		)	(174		)	(177		)
Amortization of prior service cost	2			2			6			6
Amortization of net loss	22			15			66			45
Net periodic benefit cost	$	15		$	12		$	45		$	36

Other Postretirement Benefits:
Interest cost	$	4		$	4		$	12		$	12
Net periodic benefit cost	$	4		$	4		$	12		$	12

NOTE 10 - RELATED PARTY TRANSACTIONS

The Corporation sells its products to Dow to simplify the customer interface process. Products are sold to and purchased from Dow at market-based prices in accordance with the terms of Dow’s intercompany pricing policies. Beginning in 2013, after each quarter, the Corporation and Dow 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 Dow subsidiary and pays a commission to that Dow subsidiary based on the volume and type of commodities and raw materials purchased. The commission expense is included in “Sundry income (expense) - net” in the consolidated statements of income. Purchases from that Dow subsidiary were $803 million in the third quarter of 2013 ($685 million in the third quarter of 2012) and $2,317 million during the first nine months of 2013 ($2,375 million during the first nine months of 2012).

The Corporation has a master services agreement with Dow whereby Dow 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 Dow, general administrative and overhead type services that Dow 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 approximately $6 million in the third quarter of 2013 ($8 million in the third quarter of 2012), and $19 million for the first nine months of 2013 ($24 million for the first nine months of 2012) 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 approximately $11 million in the third quarter of 2013 ($11 million in the third quarter of 2012), and $35 million in the first nine months of 2013 ($34 million for the first nine months of 2012), and were included in “Cost of sales” in the consolidated statements of income.

Management believes the method used for determining expenses charged by Dow is reasonable. Dow provides these services by leveraging its centralized functional service centers to provide services at a cost that management believes provides an advantage to the Corporation.

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

As part of Dow’s cash management process, UCC is a party to revolving loans with Dow that have interest rates based on LIBOR (London Interbank Offered Rate) with varying maturities. At September 30, 2013, the Corporation had a note receivable of $2.1 billion ($2.3 billion at December 31, 2012) from Dow 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

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(Unaudited)

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 Dow that allows the Corporation to borrow or obtain credit enhancements up to an aggregate of $1 billion that matures December 31, 2013. Dow 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 and joint ventures, with cash collateral. At September 30, 2013, $836 million ($820 million at December 31, 2012) was available under the revolving credit agreement. The cash collateral is reported as “Noncurrent receivables from related companies” in the consolidated balance sheets.

In the third quarter of 2013, the Corporation declared and paid a cash dividend of $50 million to Dow; cash dividends to Dow totaled $219 million for the first nine months of 2013. In addition, on September 26, 2013, UCC declared a stock dividend to Dow for its 100 percent ownership interest in Union Carbide Subsidiary C, Inc., which included UCC's full ownership interest in Univation. This stock dividend was effective on September 29, 2013 and totaled $70 million. In the third quarter of 2012, the Corporation declared and paid a dividend of $225 million to Dow; dividends to Dow totaled $775 million for the first nine months of 2012.

The Corporation received no cash dividends from its related company investments in the third quarter of 2013 ($2 million in the third quarter of 2012) and $5 million during the first nine months of 2013 ($19 million during the first nine months of 2012). These dividends are included in “Sundry income (expense) – net” in the consolidated statements of income.

NOTE 11 - INCOME TAXES

During the first quarter of 2013, the U.S. Supreme Court denied certiorari in UCC's research tax credit case. Through the denial of certiorari, the U.S. Court of Appeals decision denying UCC's tax credit claim for supplies used in process-related research and development at its manufacturing facilities became final. As a result of this ruling, UCC reversed the uncertain tax positions related to this matter, which resulted in a decrease to "Other noncurrent obligations" and an increase to "Income taxes payable" in the consolidated balance sheets in accordance with the Tax Sharing Agreement between the Corporation and Dow. In addition, UCC recognized a tax charge of $41 million in the first quarter of 2013 included in "Provision for income taxes" in the consolidated statements of income. An audit settlement in the second quarter of 2013 resulted in a tax benefit of $22 million, included in "Provision for income taxes" and various balance sheet reclassifications from noncurrent to current accruals and receivables.

Following is a reconciliation of the Corporation's unrecognized tax benefits for the periods ended September 30, 2013 and December 31, 2012:



Total Gross Unrecognized Tax Benefits	Sep 30, 2013			Dec 31, 2012
In millions	Sep 30, 2013			Dec 31, 2012
Balance at January 1	$	166		$	161
Decreases related to positions taken on items from prior years	(5		)	—
Increases related to positions taken in current year	—			8
Settlement of uncertain tax positions with tax authorities	(154		)	—
Decreases due to expiration of statutes of limitations	(2		)	(3		)
Balance at end of period	$	5		$	166

At September 30, 2013, the total amount of unrecognized tax benefits was $5 million ($166 million at December 31, 2012), of which $4 million ($158 million at December 31, 2012) would impact the effective tax rate, if recognized.

The Corporation's accrual for interest and penalties was a liability of $1 million at September 30, 2013 (receivable of $4 million at December 31, 2012). Interest and penalties associated with uncertain tax positions during the three-month periods ended September 30, 2013 and 2012 were insignificant. During the nine months ended September 30, 2013, the Corporation recognized a benefit of $14 million for the interest and penalties associated with uncertain tax positions (a benefit of $1 million for the nine months ended September 30, 2012).

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Notes to the Consolidated Financial Statements



(Unaudited)

NOTE 12 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table provides an analysis of the changes in accumulated other comprehensive income (loss) for the nine-month periods ended September 30, 2013 and 2012:



Accumulated Other Comprehensive Income (Loss)	Nine Months Ended
In millions	Sep 30, 2013			Sep 30, 2012
Cumulative Translation Adjustments at beginning of year	$	(56	)	$	(52	)
Translation adjustments	(1		)	1
Reclassification to earnings - Sundry income (expense) - net (1)	(21		)	—
Balance at end of period	$	(78	)	$	(51	)
Pension and Other Postretirement Benefit Plans at beginning of year	$	(1,289	)	$	(1,080	)
Adjustments to pension and other postretirement benefit plans (net of tax of $26, $18) (2) (3)	45			30
Balance at end of period	$	(1,244	)	$	(1,050	)
Total Accumulated Other Comprehensive Loss	$	(1,322	)	$	(1,101	)


(1)	Reclassification resulted from the divestiture of a nonconsolidated affiliate.


(2)	Included in "Net periodic benefit cost." See Note 9 for additional information.


(3)	Tax amounts are included in "Provision for income taxes" in the consolidated statements of income.

NOTE 13 - SUBSEQUENT EVENT

On October 11, 2013, Dow entered into a definitive agreement under which the global Polypropylene Licensing and Catalysts business will be divested to W. R. Grace & Co. for a sale price of $500 million. The divestiture will include the Corporation's polypropylene catalysts manufacturing facility in Norco, Louisiana. Also included are customer contracts, licenses, intellectual property and inventory. The transaction is expected to close by the end of 2013, pending regulatory approval, and the Corporation expects to report a gain on this divestiture.

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

Pursuant to General Instruction H of Form 10-Q “Omission of Information by Certain Wholly-Owned Subsidiaries,” this section includes only management's narrative analysis of the results of operations for the nine-month period ended September 30, 2013, the most recent period, compared with the nine-month period ended September 30, 2012, the corresponding period in the preceding fiscal year.

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

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

RESULTS OF OPERATIONS

Total net sales for the third quarter of 2013 were $1,856 million compared with $1,500 million for the third quarter of 2012, an increase of 24 percent. Total net sales were $5,293 million for the first nine months of 2013 compared with $4,649 million for the first nine months of 2012, an increase of 14 percent.

Net sales to related companies, principally to Dow based on market prices for the related products, for the third quarter of 2013 were $1,819 million, compared with $1,465 million for the third quarter of 2012, an increase of 24 percent. Net sales to related companies were $5,164 million for the first nine months of 2013 compared with $4,514 million for the first nine months of 2012, an increase of 14 percent.

Average selling prices for most products increased in the third quarter of 2013 compared with the third quarter of 2012. This increase was driven by higher feedstock and energy costs. Sales volumes increased in the third quarter of 2013 compared with the third quarter of 2012 primarily driven by higher demand for olefins, aromatics, polyethylene, acrylates and vinyl acetate monomers. Sales volume for the first nine months of 2012 was negatively impacted by a strategic decision to increase inventory levels maintained by the Corporation resulting in lower sales during this period.

For the first nine months of 2013, average selling prices for most products were higher compared with the first nine months of 2012, led by a price increase in polyethylene. Sales volume for the first nine months of 2013 increased compared with the first nine months of 2012 primarily driven by higher demand for olefins, aromatics and vinyl acetate monomers.

Cost of sales increased 14 percent to $1,655 million in the third quarter of 2013 from $1,448 million in the third quarter of 2012. This increase was principally due to increased sales volume and higher feedstock costs partially offset by lower start-up costs for the restart of the ethylene cracker in St. Charles, Louisiana in December 2012. Cost of sales increased 6 percent to $4,857 million in the first nine months of 2013 from $4,562 million in the first nine months of 2012. This increase was principally due to increased sales volume partially offset by lower start-up costs. Cost of sales for the first nine months of 2012 was positively impacted by a strategic decision to increase inventory levels maintained by the Corporation resulting in reduced costs during this period.

Research and development expenses were $6 million in the third quarter of 2013 compared with $8 million in the third quarter of 2012, a decrease of 25 percent. For the first nine months of 2013, research and development expenses were $19 million compared with $27 million in the first nine months of 2012. These decreases were primarily due to cost reduction initiatives.

In the first quarter of 2012, the Corporation recorded restructuring charges totaling $3 million related to a workforce reduction of approximately 20 employees.

Equity in earnings of nonconsolidated affiliates were $23 million in the third quarter of 2013 compared with $16 million in the third quarter of 2012, an increase of 44 percent. Equity in earnings of nonconsolidated affiliates were $83 million in the first nine months of 2013 compared with $48 million in the first nine months of 2012, an increase of 73 percent. These increases were due to earnings growth at Univation Technologies, LLC ("Univation").

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Sundry income (expense) – net includes a variety of income and expense items such as the gain or loss on foreign currency exchange, dividends from investments, commissions, charges for management services provided by Dow and gains and losses on sales of investments and assets. Sundry income (expense) - net for the third quarter of 2013 was expense of $12 million compared with expense of $20 million for the third quarter of 2012, an decrease of 40 percent. For the first nine months of 2013, sundry income (expense) - net was expense of $39 million compared with expense of $42 million for the first nine months of 2012, a decrease of 7 percent. Sundry income (expense) was impacted by lower related party commission expense due to reduced ethylene and propylene consumption and lower dividends from related company investments in the first nine months of 2013. See Note 10 to the Consolidated Financial Statements for additional information.

Interest income of $3 million in the third quarter of 2013 was flat compared with the third quarter of 2012. Interest income was $8 million for the first nine months of 2013 compared with $11 million for the first nine months of 2012. This decrease was primarily due to a reduction in notes receivable from related companies.

Interest expense and amortization of debt discount was $8 million for the third quarter of 2013 compared with $7 million in the third quarter of 2012. For the first nine months of 2013, interest expense and amortization of debt discount was $23 million compared with $22 million in the first nine months of 2012.

The Corporation reported a tax provision of $34 million in the third quarter of 2013, which resulted in an effective tax rate of 17.2 percent. This compared with a tax provision of $9 million in the third quarter of 2012, which resulted in an effective tax rate of 26.5 percent. For the first nine months of 2013, the Corporation reported a tax provision of $141 million, which resulted in an effective tax rate of 32.3 percent. This compared with a tax provision of $12 million in the first nine months of 2012, which resulted in an effective tax rate of 26.7 percent. The effective tax rate fluctuates based on, among other factors, where income is earned, the level of after-tax income from joint ventures, dividends received from investments in related companies and the level of income relative to tax credits available. The decrease in the third quarter of 2013 tax rate compared with the third quarter of 2012 tax rate was primarily related to a $29 million tax benefit resulting from the remeasurement of tax positions. The tax rate for the first nine months of 2013 compared with the first nine months of 2012 increased primarily due to stronger earnings and the remeasurement of uncertain tax positions resulting from an unfavorable court ruling in the first quarter of 2013. See Note 11 to the Consolidated Financial Statements for additional information.

The Corporation reported net income of $164 million for the third quarter of 2013 compared with $25 million in the third quarter of 2012, reflecting margin expansion in certain products. Net income in the first nine months of 2013 was $296 million compared with $33 million in the first nine months of 2012, reflecting increased sales volumes, margin expansion in certain products as well as increased equity in earnings of nonconsolidated affiliates.

Divestiture

Stock Dividend

Subsequent Event

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OTHER MATTERS

Recent Accounting Guidance

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

Critical Accounting Policies

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 Annual Report on Form 10-K for the year ended December 31, 2012 (“2012 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 2012 10-K. Since December 31, 2012, there have been no material changes in the Corporation’s critical accounting policies.

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 three 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.

It is the opinion of UCC's management that it is reasonably possible that the costs of disposing of its asbestos-related claims, including future defense 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 of the Corporation.

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



	2013		2012
Claims unresolved at January 1	33,449		53,225
Claims filed	9,233		6,932
Claims settled, dismissed or otherwise resolved	(8,249	)	(25,734	)
Claims unresolved at September 30	34,433		34,423
Claimants with claims against both UCC and Amchem	(10,018	)	(9,838	)
Individual claimants at September 30	24,415		24,585

Plaintiffs' lawyers often sue numerous defendants in individual lawsuits or on behalf of numerous claimants. As a result, the damages alleged are not expressly identified as to UCC, Amchem or any other particular defendant, even when specific damages are alleged with respect to a specific disease or injury. In fact, there are no personal injury cases in which only the Corporation and/or Amchem are the sole named defendants. For these reasons and based upon the Corporation's litigation and settlement experience, the Corporation does not consider the damages alleged against it and Amchem to be a meaningful factor in its determination of any potential asbestos-related liability.

For additional information see Asbestos-Related Matters in Note 8 to the Consolidated Financial Statements and Part II, Item 1. Legal Proceedings.

K-Dow Arbitration

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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 September 30, 2013.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's Disclosure Committee and the Corporation's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to paragraph (b) of Exchange Act Rules 13a-15 or 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 as of September 30, 2013.

Remediation of Material Weakness

The material weakness in internal control over financial reporting that was previously identified during the fourth quarter of fiscal year 2012 was remediated as of September 30, 2013. The remediation plan involved the design and implementation of new processes and controls to ensure the accuracy of related company selling prices, including the addition of a resource to validate intercompany price calculations. In addition, new procedures and controls were put in place to ensure the timely accrual of related company sales transactions, including a specific evaluation of related company sales transactions that occur near the end of each quarter. Management has tested these new controls and found them to be operating effectively.

Changes in Internal Control Over Financial Reporting

Other than the remediation of the material weakness referenced above in Remediation of Material Weakness, 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 or 15d-15 that was conducted during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

No material developments in asbestos-related matters occurred during the third quarter of 2013. For a summary of the history and current status of asbestos-related matters, see Note 8 to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, Asbestos-Related Matters.

ITEM 1A. RISK FACTORS

The following risk factor was added in the third quarter of 2013.

Cyber Vulnerability: The risk of loss of the Corporation's intellectual property, trade secrets or other sensitive business information or disruption of operations could negatively impact the Corporation’s financial results.

Cyber attacks or security breaches could compromise confidential, business critical information or cause a disruption in the Corporation’s operations. The Corporation has attractive information assets, including intellectual property, trade secrets and other sensitive, business critical information. While the Corporation has a comprehensive cyber security program that is continuously reviewed, maintained and upgraded, a significant cyber attack could result in the loss of critical business information and/or could negatively impact operations, which could have a negative impact on the Corporation's financial results.

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 6. EXHIBITS

See the Exhibit Index of this Quarterly Report on Form 10-Q for exhibits filed with this report.

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Signatures

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



		UNION CARBIDE CORPORATION
		Registrant

Date: October 29, 2013
	By:	/s/ RONALD C. EDMONDS
		Ronald C. Edmonds
		Vice President and Controller
		The Dow Chemical Company
		Authorized Representative of
		Union Carbide Corporation


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

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Exhibit Index



EXHIBIT NO.		DESCRIPTION

10.7.7		Seventh Amendment to Second Amended and Restated Revolving Loan Agreement, effective as of August 1, 2013, between the Corporation and The Dow Chemical Company.

23		Analysis, Research & Planning Corporation’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		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.