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RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2015
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. 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 $478 million in the second quarter of 2015 ($668 million in the second quarter of 2014) and $993 million during the first six months of 2015 ($1,431 million during the first six months of 2014).

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 $8 million in the second quarter of 2015 ($7 million in the second quarter of 2014) and $15 million for the first six months of 2015 ($13 million for the first six months of 2014) 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 $19 million in the second quarter of 2015 ($12 million in the second quarter of 2014), and $33 million in the first six months of 2015 ($24 million in the first six months of 2014), and were included in “Cost of sales” in the consolidated statements of income. The increase in activity based costs in 2015 when compared to 2014 for the same periods is due to additional charges for engineering services to support site infrastructure projects as well as planned maintenance turnaround projects.

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 June 30, 2015, the Corporation had a note receivable of $1.2 billion ($1.2 billion at December 31, 2014) 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, 2015. 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 June 30, 2015, $907 million ($875 million at December 31, 2014) was available under the revolving credit agreement. The cash collateral is reported as “Noncurrent receivables from related companies” 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 second quarter of 2015, the Corporation did not pay a cash dividend to Dow; dividends to Dow totaled $220 million in the first six months of 2015. In the second quarter of 2014, the Corporation declared and paid a dividend of $330 million to Dow; dividends to Dow totaled $655 million in the first six months of 2014.

The Corporation received no cash dividends from its related company investments in the second quarter of 2015 and during the first six months of 2015 ($4 million in the second quarter of 2014 and $9 million during the first six months of 2014). These dividends are included in “Sundry income (expense) – net” in the consolidated statements of income.