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RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2014
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS DISCLOSURE
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 $756 million in the third quarter of 2014 ($803 million in the third quarter of 2013) and $2,187 million during the first nine months of 2014 ($2,317 million during the first nine months of 2013).

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 2014 ($6 million in the third quarter of 2013) and $19 million for the first nine months of 2014 ($19 million for the first nine months of 2013) 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 $13 million in the third quarter of 2014 ($11 million in the third quarter of 2013) and $37 million in the first nine months of 2014 ($35 million in the first nine months of 2013), 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, 2014, the Corporation had a note receivable of $1.5 billion ($2.4 billion at December 31, 2013) 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 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 30, 2014. 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, 2014, $871 million ($843 million at December 31, 2013) was available under the revolving credit agreement. The cash collateral is reported as “Noncurrent receivables from related companies” in the consolidated balance sheets.

Related company accounts payable and accounts receivable between UCC and Dow are settled on a regular basis. As a result of the phased implementation of the Corporation's new ERP system, as well as the implementation of an in-house banking system in the third quarter of 2014, intercompany balances are now settled on a monthly basis instead of throughout the month. As a result of this change, "Accounts receivable - related companies" and " Accounts payable - related companies" at September 30, 2014, reflect an increase when compared with previous quarters in the consolidated balance sheets.

On a quarterly basis, the Corporation's Board of Directors reviews and approves a dividend distribution to its parent company and sole shareholder, Dow. The Board takes into consideration the level of earnings and cash flows, among other factors, in determining the amount of the dividend distribution. In the third quarter of 2014, the Corporation declared and paid a cash dividend of $355 million to Dow; dividends to Dow totaled $1.0 billion for the first nine months of 2014. In the third quarter of 2013, the Corporation declared and paid a dividend of $50 million to Dow; dividends to Dow totaled $219 million in 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 Technologies, LLC ("Univation"). This stock dividend was effective on September 29, 2013 and totaled $70 million.

The Corporation received $2 million of cash dividends from its related company investments in the third quarter of 2014 and $11 million during the first nine months of 2014 (zero in the third quarter of 2013 and $5 million during the first nine months of 2013). These dividends are included in “Sundry income (expense) – net” in the consolidated statements of income.

In the third quarter of 2014, as part of the sale-leaseback transaction entered into by Dow for a significant portion of Dow's North American railcar fleet, UCC sold all of the railcars owned by UCC to Dow at fair value for $145 million in cash. The sale of the railcars resulted in a pretax gain of $66 million, and is included in “Sundry income (expense) – net” in the consolidated statements of income.