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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019

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

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes    R No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes    R No

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 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 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, 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 o
 
Accelerated filer o
Non-accelerated filer   þ
 
Smaller reporting company o
 
 
Emerging growth company o

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.     o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes    R No

At February 7, 2020, 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 I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format.
DOCUMENTS INCORPORATED BY REFERENCE
None

Table of Contents

Union Carbide Corporation

ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2019

TABLE OF CONTENTS

PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


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Union Carbide Corporation and Subsidiaries

Throughout this Annual Report on Form 10-K, except as otherwise indicated by the context, the terms "Corporation" or "UCC" as used herein mean Union Carbide Corporation and its 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, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may appear throughout this report, including without limitation, the following sections: "Item 1. Business," "Item 1A. Risk Factors," and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." These forward-looking statements often address expected future business and financial performance and financial condition, 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. 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" (Part I, Item 1A of this Form 10-K). 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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Union Carbide Corporation and Subsidiaries
PART I

ITEM 1. BUSINESS

THE CORPORATION
Union Carbide Corporation is a chemicals and polymers company that has been a wholly owned subsidiary of The Dow Chemical Company ("TDCC") since 2001. Except as otherwise indicated by the context, the terms "Corporation" or "UCC" as used herein mean Union Carbide Corporation and its consolidated subsidiaries.

On April 1, 2019, DowDuPont Inc. (“DowDuPont” and effective June 3, 2019, n/k/a DuPont de Nemours, Inc.) completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC and its consolidated subsidiaries. The separation was contemplated by the merger of equals transaction effective August 31, 2017, under the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017. TDCC and E. I. du Pont de Nemours and Company and its consolidated subsidiaries ("Historical DuPont") each merged with subsidiaries of DowDuPont, and, as a result, TDCC and Historical DuPont became subsidiaries of DowDuPont (the “Merger”). Subsequent to the Merger, TDCC and Historical DuPont engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products. This included transferring certain Corporation assets and liabilities aligned with the specialty products business to TDCC. Dow Inc. was formed as a wholly owned subsidiary of DowDuPont to serve as the holding company for the materials science business. UCC remains a wholly owned subsidiary of TDCC. See Note 3 to the Consolidated Financial Statements for additional information.

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. In addition, in order to simplify the customer interface process, the Corporation sells substantially all of its products to TDCC. Products are sold to TDCC at market-based prices, in accordance with the terms of an agreement between UCC and TDCC.

Available Information
The Corporation's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge through the Financial Reports-SEC Filings section of the Corporation's website at www.unioncarbide.com, as soon as reasonably practicable after the reports are electronically filed or furnished with the U.S. Securities and Exchange Commission ("SEC"). The SEC maintains a website that contains these reports as well as proxy statements and other information regarding issuers that file electronically. The SEC's website is at www.sec.gov. The Corporation's website and its content are not deemed incorporated by reference into this report.

PRODUCTS
The following is a description of the Corporation's principal products:

Ethylene Oxide/Ethylene Glycol (“EO/EG”) - ethylene oxide, a chemical intermediate primarily used in the manufacture of monoethylene glycol (“MEG”), polyethylene glycol, glycol ethers, ethanolamines, surfactants and other performance chemicals and polymers; di- and triethylene glycol, used in a variety of applications, including boat construction, shoe manufacturing, natural gas-drying and other moisture-removing applications, and plasticizers for safety glasses; and tetraethylene glycol, used predominantly in the production of plasticizers for automotive windows. MEG is used extensively in the production of polyester fiber, resin and film, automotive antifreeze and engine coolants, and aircraft anti-icing and deicing fluids.

Hydrocarbons - ethylene and propylene; internal feedstocks that are primarily consumed by downstream businesses to optimize integration benefits and drive low costs.

Industrial Chemicals and Polymers - broad range of products for specialty applications, including animal food supplements, personal care, industrial and household cleaning, coatings for beverage and food cans, industrial coatings and many other industrial uses. Product lines include acrolein and derivatives, ethyleneamines, CARBOWAX™ and SENTRY™ Polyethylene Glycols and Methoxypolyethylene Glycols, TERGITOL™ and TRITON™ Surfactants, UCAR™ Deicing Fluids, UCARTHERM™ Heat Transfer Fluids and UCON™ Fluids.


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Polyethylene - includes FLEXOMER™ Polyethylene, very low-density polyethylene resins used as impact modifiers in other polymers and to produce flexible hose and tubing, frozen-food bags and stretch wrap; TUFLIN™ Linear Low Density and UNIVAL™ High Density Polyethylene resins used in high-volume applications such as housewares; milk, water, bleach and detergent bottles; grocery sacks; trash bags; packaging; and water and gas pipe.

Solvents and Intermediates - includes oxo aldehydes, acids and alcohols used as chemical intermediates and industrial solvents and in herbicides, plasticizers, paint dryers, jet-turbine lubricants, lube oil additives, and food and feed preservatives; and esters, which serve as solvents in industrial coatings and printing inks and in the manufacturing processes for pharmaceuticals and polymers.

Technology Licensing and Catalysts - includes catalysts for supply and licensing of the METEOR™ Process for EO/EG and the LP OXO process for oxo alcohols; and licensing of the METEOR™ Process for EO/EG and the LP OXO process for oxo alcohols through Dow Technology Investments LLC, a 50:50 joint venture with Dow Global Technologies LLC, a TDCC subsidiary.

Vinyl Acetate Monomer - a building block for the manufacture of a variety of polymers used in water-based emulsion paints, adhesives, paper coatings, textiles, safety glass and acrylic fibers.

Wire and Cable Applications - polyolefin-based compounds for high-performance insulation, semiconductives and jacketing systems for power distribution, telecommunications, and flame-retardant wire and cable insulation. Key product lines include: REDI-LINK™ Polyethylene-Based Wire and Cable Compounds, SI-LINK™ Polyethylene-Based Low Voltage Insulation Compounds, UNIGARD™ HP High-Performance Flame-Retardant Compounds, UNIGARD™ RE Reduced Emissions Flame‑Retardant Compounds, and UNIPURGE™ Purging Compounds.

COMPETITION
The chemical industry has been historically competitive and this competitive environment is expected to continue. Large, multinational chemical firms, as well as the chemical divisions of the major national and international oil companies, provide substantial competition both in the United States and abroad.

PATENTS, LICENSES AND TRADEMARKS
The Corporation continually applies for and obtains U.S. and foreign patents that relate to a wide variety of products and processes, has a substantial number of pending patent applications throughout the world and is licensed under a number of patents. At December 31, 2019, the Corporation owned 94 active U.S. patents and 558 active foreign patents related to a wide variety of products and processes. These patents expire as follows:

Remaining Life of Patents Owned at Dec 31, 2019
United States
Foreign
Within 5 years
27

183

6 to 10 years
38

224

11 to 15 years
26

147

16 to 20 years
3

4

Total
94

558


The Corporation also has a large number of trademarks. Although the Corporation considers that its patents, licenses and trademarks in the aggregate constitute a valuable asset, it does not regard its business as being materially dependent on any single or group of related patents, licenses or trademarks.

PROTECTION OF THE ENVIRONMENT
Matters pertaining to the environment are discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations, and Notes 1 and 14 to the Consolidated Financial Statements.


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OTHER ACTIVITIES
Dividends
On a quarterly basis, the Corporation's Board of Directors 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. The Corporation declared and paid cash dividends of $570 million to TDCC in 2019; dividends paid to TDCC were $553 million in 2018. On February 4, 2020, the UCC Board of Directors approved a dividend to TDCC of $81 million, payable on or before March 27, 2020.

In the first quarter of 2019, as part of the business separation activities to align TDCC's specialty products business with DowDuPont, UCC issued a stock dividend to TDCC for 63.4 percent of its ownership in Dow International Holdings Company, a cost method investment, which totaled $401 million. UCC also distributed assets and liabilities aligned with TDCC's specialty products business for an additional dividend to TDCC of $71 million.


ITEM 1A. RISK FACTORS
The factors described below represent the Corporation's principal risks.

Global Economic Considerations: The Corporation operates in a global, competitive environment, which gives rise to operating and market risk exposure.
The Corporation sells substantially all of its products to TDCC, which operates in a competitive, global environment, and competes worldwide for sales. Increased levels of competition could result in lower prices or lower sales volume, which could have a negative impact on the Corporation's results of operations. Sales of TDCC's products are also subject to extensive federal, state, local and foreign laws and regulations, trade agreements, import and export controls, and duties and tariffs. The imposition of additional regulations, controls and duties and tariffs or changes to bilateral and regional trade agreements could result in lower sales volume, which could negatively impact the Corporation's results of operations.

Economic conditions around the world, and in certain industries in which the Corporation and TDCC do business, also impact sales price and volume. As a result, market uncertainty or an economic downturn in the geographic regions or industries in which UCC products are sold could reduce demand for these products and result in decreased sales volume, which could have a negative impact on UCC's results of operations.

Raw Materials: Availability of purchased feedstocks and energy, and the volatility of these costs, impact the Corporation's operating costs and add variability to earnings.
Purchased feedstock and energy costs account for a substantial portion of the Corporation's total production costs and operating expenses. The Corporation purchases hydrocarbon raw materials including ethane, propane, butane and naphtha as feedstocks. The Corporation also purchases certain monomers, primarily ethylene and propylene, to supplement internal production, as well as other raw materials. The Corporation purchases natural gas, primarily to generate electricity, and purchases electric power to supplement internal generation.

Feedstock and energy costs generally follow price trends in crude oil and natural gas, which are sometimes volatile. Ultimately, the ability to pass on underlying cost increases is dependent on market conditions. Conversely, when feedstock and energy costs decline, selling prices generally decline as well. As a result, volatility in these costs could impact the Corporation's results of operations.

While the Corporation expects abundant and cost-advantaged supplies of natural gas liquids ("NGLs") in the United States to persist for the foreseeable future, if NGLs become significantly less advantaged than crude oil-based feedstocks, it could have a negative impact on the Corporation's results of operations and future investments. Also, if the Corporation's key suppliers of feedstocks and energy are unable to provide the raw materials required for production, it could have a negative impact on the Corporation's results of operations.

Supply/Demand Balance: Earnings generated by the Corporation vary based in part on the balance of supply relative to demand within the industry.
The balance of supply relative to demand within the industry may be significantly impacted by the addition of new capacity, especially for basic commodities where capacity is generally added in large increments as world-scale facilities are built. This may disrupt industry balances and result in downward pressure on prices due to the increase in supply, which could negatively impact the Corporation's results of operations.


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Financial Flexibility: Market conditions could reduce TDCC's financial flexibility, which could impact the financial flexibility of the Corporation.
Adverse economic conditions could reduce TDCC's flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs. The economic environment could result in a contraction in the availability of credit in the marketplace and reduce sources of liquidity for TDCC and could result in higher borrowing costs. Since TDCC is a service provider, material debtor, and the major customer of the Corporation, reduced financial flexibility for TDCC could potentially impact the financial flexibility of the Corporation.

Environmental Compliance: The costs of complying with evolving regulatory requirements could negatively impact the Corporation's financial results. Actual or alleged violations of environmental laws or permit requirements could result in restrictions or prohibitions on plant operations, substantial civil or criminal sanctions, as well as the assessment of strict liability and/or joint and several liability.
The Corporation is subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment, greenhouse gas emissions and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. At December 31, 2019, the Corporation had accrued obligations of $132 million ($94 million at December 31, 2018) for probable environmental remediation and restoration costs, including $20 million ($16 million at December 31, 2018) 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. Costs and capital expenditures relating to environmental, health or safety matters are subject to evolving regulatory requirements and depend on the timing of the promulgation and enforcement of specific standards which impose the requirements. Moreover, changes in environmental regulations could inhibit or interrupt the Corporation's operations, or require modifications to its facilities. Accordingly, environmental, health or safety regulatory matters could result in significant unanticipated costs or liabilities.

Litigation: The Corporation is party to a number of claims and lawsuits arising out of the normal course of business with respect to commercial matters, including product liability, governmental tax and regulation disputes, and other actions.
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 tax and regulatory proceedings; health, safety and environmental matters; employment matters; patent infringement; contracts; and commercial litigation. With the exception of the possible effect of the asbestos-related liability described below, it is the opinion of the Corporation's management that the possibility is remote that the aggregate of all such claims and lawsuits will have a material adverse impact on the Corporation's consolidated financial statements.

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. At December 31, 2019, the Corporation's total asbestos-related liability for pending and future claims, including future defense and processing costs, was $1,165 million ($1,260 million at December 31, 2018). See Notes 1 and 14 to the Consolidated Financial Statements for more information on asbestos-related matters.

Health and Safety: Increased concerns regarding the safe use of chemicals and plastics in commerce and their potential impact on the environment have resulted in more restrictive regulations and could lead to new regulations.
Concerns regarding the safe use of chemicals and plastics in commerce and their potential impact on health and the environment reflect a growing trend in societal demands for increasing levels of product safety and environmental protection. These concerns could manifest themselves in stockholder proposals, preferred purchasing, delays or failures in obtaining or retaining regulatory approvals and continued pressure for more stringent regulatory intervention and litigation. These concerns could also influence public perceptions, the viability or continued sales of the Corporation's products, the Corporation's reputation and the cost to comply with regulations. In addition, terrorist attacks and natural disasters have increased concerns about the security and safety of chemical production and distribution. These concerns could have a negative impact on the Corporation's results of operations.

Local, state, federal and foreign governments continue to propose new regulations related to the security of chemical plant locations and the transportation of hazardous chemicals, which could result in higher operating costs.

Plastic Waste: Increased concerns regarding plastic waste in the environment, consumers selectively reducing their consumption of plastic products due to recycling concerns, or new or more restrictive regulations and rules related to plastic waste could reduce demand for the Corporation’s plastic products and could negatively impact the Corporation’s financial results.
Local, state, federal and foreign governments have been increasingly proposing and in some cases approving bans on certain plastic-based products including single-use plastics, plastic straws and utensils. In addition, plastics have faced increased public scrutiny due to negative coverage of plastic waste in the environment, including the world’s oceans. Substantially all of the

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Corporation's sales are to TDCC, which is one of the world’s largest producers of plastics. Therefore, increased regulation on the use of plastics could cause reduced demand for the Corporation’s polyethylene products which could negatively impact the Corporation's financial condition, results of operations and cash flows.

Operational Event: A significant operational event could negatively impact the Corporation's results of operations.
As a diversified chemical manufacturing company, the Corporation's operations, the transportation of products, cyber-attacks, or severe weather conditions and other natural phenomena (such as freezing, drought, hurricanes, earthquakes, tsunamis, floods, etc.) could result in an unplanned event that could be significant in scale and could negatively impact operations, neighbors or the public at large, which could have a negative impact on the Corporation's results of operations.

Major hurricanes have caused significant disruption in UCC's operations on the U.S. Gulf Coast, logistics across the region, and the supply of certain raw materials, which had an adverse impact on volume and cost for some of UCC's products. Due to the Corporation's substantial presence on the U.S. Gulf Coast, similar severe weather conditions or other natural phenomena in the future could negatively impact UCC's results of operations.

Pension and Other Postretirement Benefits: Increased obligations and expenses related to the Corporation's defined benefit pension plans and other postretirement benefit plan could negatively affect UCC's financial condition and results of operations.
The Corporation has defined benefit pension plans and an other postretirement benefit plan (the "plans") in the United States. The assets of the Corporation's funded plans are primarily invested in fixed income securities, equity securities of U.S. and foreign issuers and alternative investments, including investments in real estate, private market securities, and absolute return strategies. Changes in the market value of plan assets, investment returns, discount rates, mortality rates, regulations and the rate of increase in compensation levels and health care cost trends may affect the funded status of the Corporation's plans and could cause volatility in the net periodic benefit cost, future funding requirements of the plans and the funded status of the plans. A significant increase in the Corporation's obligations or future funding requirements could have a negative impact on the Corporation's results of operations and cash flows for a particular period and on the Corporation's financial position.

Cyber Threat: 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, cause a disruption in the Corporation's operations or harm the Corporation's reputation. 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.


ITEM 1B. UNRESOLVED STAFF COMMENTS
None.


ITEM 2. PROPERTIES
The Corporation operates eight manufacturing sites in three countries. The Corporation considers its properties to be in good operating condition and that its machinery and equipment have been well maintained. The following are the major production sites:
United States:
Hahnville (St. Charles), Louisiana; Seadrift and Texas City, Texas.

All of UCC's plants are owned or leased, subject to certain easements of other persons that, in the opinion of management, do not substantially interfere with the continued use of such properties or materially affect their value. No title examination of the properties has been made for the purpose of this report.

A summary of property, classified by type, is contained in Note 10 to the Consolidated Financial Statements.



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ITEM 3. LEGAL PROCEEDINGS
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 subsidiary, Amchem Products, Inc.

For additional information, see Asbestos-Related Matters in Management's Discussion and Analysis of Financial Condition and Results of Operations, and Notes 1 and 14 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 ("EPA"), the Department of Justice ("DOJ") and the Louisiana Department of Environmental Quality ("DEQ") relating to the operation of steam-assisted flares at UCC's olefins manufacturing facility in Hahnville (St. Charles), Louisiana. Discussions between the EPA, the DOJ and the DEQ are ongoing.

On October 23, 2019, UCC received a proposed Agreed Order from the Texas Commission on Environmental Quality (“TCEQ”) relating to emissions of ethylene oxide from a process leak at the Corporation's manufacturing facility in Seadrift, Texas. The proposed Agreed Order included an administrative penalty of $800,000. On December 30, 2019, the TCEQ sent a revised Agreed Order reducing the penalty to $600,000 based on UCC's corrective actions. Discussions between UCC and the TCEQ are ongoing.


ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

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Union Carbide Corporation and Subsidiaries
PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Corporation is a wholly owned subsidiary of TDCC; therefore, there is no public trading market for the Corporation's common stock.


ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to General Instruction I of Form 10‑K.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Pursuant to General Instruction I of Form 10-K "Omission of Information by Certain Wholly-Owned Subsidiaries," this section includes only management's narrative analysis of the results of operations for the year ended December 31, 2019, the most recent fiscal year, compared with the year ended December 31, 2018, the fiscal year immediately preceding it.

References below 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.

On April 1, 2019, DowDuPont Inc. (“DowDuPont” and effective June 3, 2019, n/k/a DuPont de Nemours, Inc.) completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC and its consolidated subsidiaries. The separation was contemplated by the merger of equals transaction effective August 31, 2017, under the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017. TDCC and E. I. du Pont de Nemours and Company and its consolidated subsidiaries ("Historical DuPont") each merged with subsidiaries of DowDuPont, and, as a result, TDCC and Historical DuPont became subsidiaries of DowDuPont (the “Merger”). Subsequent to the Merger, TDCC and Historical DuPont engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products. This included transferring certain Corporation assets and liabilities aligned with TDCC's specialty products business to TDCC (the "Business Separation"). Dow Inc. was formed as a wholly owned subsidiary of DowDuPont to serve as the holding company for the materials science business. UCC remains a wholly owned subsidiary of TDCC.

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.

RESULTS OF OPERATIONS
Net Sales
Total net sales for 2019 were $4,377 million, compared with net sales of $5,446 million in 2018, a decrease of 20 percent. Net sales to related companies, principally to TDCC, were $4,239 million for 2019, compared with $5,310 million for 2018, a decrease of 20 percent. Selling prices to TDCC are based on market prices for the related products, in accordance with the terms of an agreement between UCC and TDCC.

Total net sales were down from the previous year driven by decreases in price and volume. Average selling prices decreased 16 percent in 2019 compared with 2018. Price decreased across all products, primarily in response to lower feedstock and other raw material costs, with the largest decreases in polyethylene, oxo alcohols, ethylene oxide/ethylene glycol and plastics for wire and cable applications. Volume was down 4 percent in 2019 compared with 2018, as lower demand for plastics for wire and cable applications, acrylic monomers and glycol ethers and decreases resulting from the Business Separation more than offset demand growth in polyethylene, ethyleneamines and vinyl acetate monomers. Volume was also negatively impacted by planned maintenance turnaround activity at multiple production facilities in 2019.


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Cost of Sales
In 2019, the Corporation recorded a pretax charge of $55 million related to environmental remediation matters at a number of current and historical locations. The charge primarily resulted from the culmination of long-standing negotiations and discussions with regulators and agencies, including technical studies supporting higher cost estimates for final or staged remediation plans, and the Corporation’s review of its closure strategies and obligations to monitor ongoing operations and maintenance activities. See Note 14 for additional information about the Corporation's environmental matters.

Cost of sales in 2019 was $3,500 million, down 14 percent from $4,047 million in 2018. The decline in cost of sales was driven primarily by lower feedstock and other raw material costs, lower volume and the impact from the Business Separation, which more than offset charges for environmental remediation matters.

Research and Development, Selling, General and Administrative Expenses
Research and development expenses were $25 million in 2019, compared with $21 million in 2018. Selling, general and administrative expenses were $4 million in 2019 and $6 million in 2018.

Restructuring and Asset Related Charges - Net
In September and November 2017, the Corporation approved restructuring actions that were aligned with DowDuPont's synergy plans. As a result of these actions, the Corporation recorded pretax charges of $4 million in 2019 and $3 million in 2018 for severance and related benefit costs. At December 31, 2019, severance of $16 million had been paid, leaving a liability of $1 million, substantially completing the program.

On August 13, 2019, the Corporation entered into a definitive agreement to sell its acetone derivatives product line to ALTIVIA Ketones & Additives, LLC. The transaction closed on November 1, 2019, and included the Corporation's acetone derivatives related inventory and production assets located in Institute, West Virginia, in addition to the site infrastructure, land and utilities and certain railcars previously owned by TDCC. The Corporation remains at the Institute site as a tenant. As a result of this transaction, the Corporation recognized a pretax impairment charge of $75 million in the third quarter of 2019, which was included in "Restructuring and asset related charges - net" in the consolidated statements of income. See Notes 6 and 18 to the Consolidated Financial Statements for additional information.

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, commissions, non-operating pension and other postretirement benefit plan credits or costs and gains and losses on sales of investments and assets. Sundry income (expense) - net for 2019 was expense of $82 million compared with expense of $62 million in 2018. The increase in expense in 2019 was primarily a result of higher non-operating pension and other postretirement benefit plan costs and the recognition of a pretax loss of $5 million on the sale of the Corporation's acetone derivatives product line. See Notes 5 and 7 to the Consolidated Financial Statements for additional information.

Interest Income and Expense
Interest income for 2019 was $36 million, compared with $28 million in 2018. The increase in interest income from 2018 primarily resulted from an increase in notes receivable from related parties. Net interest expense (interest expense less capitalized interest) and amortization of debt discount was $30 million in 2019 and 2018. See Notes 13 and 19 to the Consolidated Financial Statements for additional information.

Provision for Income Taxes
The Corporation reported a tax provision of $64 million in 2019, which resulted in an overall effective tax rate of 9.3 percent. The tax rate for 2019 was favorably impacted by the restoration of tax basis in assets, driven by a recent court judgment that did not involve the Corporation. In 2018, the Corporation reported a tax provision of $247 million, which resulted in an overall effective tax rate of 19.0 percent. The tax rate for 2018 was favorably impacted by deductions on foreign derived intangible income. The underlying factors affecting UCC's overall effective tax rates are summarized in Note 8 to the Consolidated Financial Statements.

Net Income Attributable to UCC
The Corporation reported net income of $627 million in 2019, compared with net income of $1,055 million in 2018.

Capital Expenditures
Capital spending in 2019 was $196 million, compared with $250 million in 2018, as spending for U.S. Gulf Coast projects and site infrastructure projects trended down.


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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 Estimates
The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") 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 describes the significant accounting policies and methods used in preparation of the Consolidated Financial Statements. Following are the Corporation's accounting policies impacted by judgments, assumptions and estimates.

Litigation
The Corporation is subject to legal proceedings and claims arising out of the normal course of business. The Corporation routinely assesses the likelihood of any adverse judgments or outcomes to these matters, as well as ranges of probable losses. A determination of the amount of the reserves required, if any, for these contingencies is made after thoughtful analysis of each known claim, with the exception of asbestos-related matters, which is described in the following section. The Corporation has an active risk management program consisting of numerous insurance policies secured from many carriers. These policies provide coverage that is utilized to minimize the financial impact, if any, of the legal proceedings. The required reserves may change in the future due to new developments in each matter. For further discussion, see Note 14 to the Consolidated Financial Statements.

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"). Each year, Ankura Consulting Group, LLC ("Ankura") performs a review for UCC based upon historical asbestos claims and resolution activity and historical defense spending. UCC compares current asbestos claim, resolution and defense spending activity to the results of the most recent Ankura study at each balance sheet date to determine whether the asbestos-related liability for pending and future claims, including future defense and processing costs, continues to be appropriate.

For additional information, see Part I, Item 3. Legal Proceedings; Asbestos-Related Matters in Management's Discussion and Analysis of Financial Condition and Results of Operations; and Notes 1 and 14 to the Consolidated Financial Statements.

Environmental Matters
The Corporation determines the costs of environmental remediation of its facilities and formerly owned facilities based on evaluations of current law and existing technologies. Inherent uncertainties exist in such evaluations primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. At December 31, 2019, the Corporation had accrued obligations of $132 million for probable environmental remediation and restoration costs, including $20 million for the remediation of Superfund sites. 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. For further discussion, see Environmental Matters in Notes 1 and 14 to the Consolidated Financial Statements.

Pension Plans and Other Postretirement Benefits
The amounts recognized in the consolidated financial statements related to pension and other postretirement benefits are determined from actuarial valuations. Inherent in these valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could have been settled at December 31, 2019, rate of increase in future compensation levels, mortality rates and health care cost trend rates. These assumptions are updated annually and are disclosed in Note 17 to the Consolidated Financial Statements. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, affect expense recognized and obligations recorded in future periods.

The Corporation uses the spot rate approach to determine the discount rate utilized to measure the service cost and interest cost components of net periodic pension and other postretirement benefit costs. Under the spot rate approach, the Corporation calculates service costs and interest costs by applying individual spot rates from the Willis Towers Watson U.S. RATE:Link 60-90 corporate

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yield curve (based on 60th to 90th percentile high-quality corporate bond yields) to the separate expected cash flow components of service cost and interest cost.

The Corporation determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics. The expected long-term rate of return for each asset class is then weighted based on the strategic asset allocation approved by the governing body for each plan. The Corporation's historical experience with the pension fund asset performance is also considered. The expected long-term rate of return is an assumption and not what is expected to be earned in any one particular year. The weighted-average long-term rate of return assumption used for determining net periodic pension expense for 2019 and 2018 was 6.8 percent. This assumption will also be used for determining 2020 net periodic pension expense. Future actual pension expense will depend on future investment performance, changes in future discount rates and various other factors related to the population of participants in the Corporation's pension plans.

The discount rates utilized to measure the pension and other postretirement benefit obligations are based on the yield on high-quality corporate fixed income investments at the measurement date. Future expected actuarially determined cash flows for the plans are individually discounted at the spot rates under the Willis Towers Watson U.S. RATE:Link 60-90 corporate yield curve (based on 60th to 90th percentile high-quality corporate bond yields) to arrive at the plan’s obligations as of the measurement date. The weighted-average discount rate utilized to measure pension obligations was 3.29 percent at December 31, 2019 and 4.32 percent at December 31, 2018.

The value of the qualified plan assets totaled $3.1 billion at December 31, 2019, an increase from $3.0 billion at December 31, 2018. The underfunded status of the qualified plan increased by $166 million at December 31, 2019, compared with December 31, 2018. The Corporation did not make contributions to the qualified plan in 2019.

The assumption for the long-term rate of increase in compensation levels was 4.25 percent at December 31, 2019 and 2018. Since 2002, the Corporation has used a generational mortality table to determine the duration of its pension and other postretirement obligations.

The Corporation bases the determination of pension expense on a market-related valuation of plan assets that reduces year-to-year volatility. This market-related valuation recognizes investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses for this purpose represent the difference between the expected return calculated using the market-related value of plan assets and the actual return based on the market value of plan assets. Since the market-related value of plan assets recognizes gains or losses over a five-year period, the future value of plan assets will be impacted when previously deferred gains or losses are recorded. Over the life of the plan, both gains and losses have been recognized and amortized. At December 31, 2019, $68 million of net gains remain to be recognized in the calculation of the market-related value of plan assets. These net gains will result in decreases in future pension expense as they are recognized in the market-related value of assets.

The net increase in the market-related value of assets due to the recognition of prior gains (losses) is presented in the following table:

Net Increase in Market-Related Asset Value Due to Recognition of Prior Gains (Losses)
 
In millions
2020
$
6

2021
17

2022
(5
)
2023
50

Total
$
68


At December 31, 2019, the Corporation expects pension expense to increase in 2020 by approximately $3 million. The increase in pension expense is primarily due to the decrease in discount rates.

A 25 basis point adjustment in the long-term return on assets assumption would change total pension expense for 2020 by $7 million. A 25 basis point adjustment in the discount rate assumption would have an immaterial impact on the total pension expense for 2020.


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Income Taxes
Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Based on the evaluation of available evidence, both positive and negative, the Corporation recognizes future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, to the extent that realizing these benefits is considered more likely than not.

At December 31, 2019, the Corporation had a net deferred tax asset balance of $507 million, after valuation allowances of $21 million. In evaluating the ability to realize the deferred tax assets, the Corporation relies on, in order of increasing subjectivity, taxable income in prior carryback years, the future reversals of existing taxable temporary differences, tax planning strategies and forecasted taxable income using historical and projected future operating results.

At December 31, 2019, the Corporation had deferred tax assets for tax loss and tax credit carryforwards of $39 million of which $26 million is subject to expiration in the years 2020 through 2024. In order to realize these deferred tax assets for tax loss and tax credit carryforwards, the Corporation needs taxable income of approximately $1,206 million across multiple jurisdictions. The taxable income needed to realize the deferred tax assets for tax loss and tax credit carryforwards that are subject to expiration between 2020 through 2024 is $485 million.

The Corporation recognizes the financial statement effects of an uncertain tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination. At December 31, 2019, the Corporation had a liability for uncertain tax positions of $1 million.

The Corporation accrues for non-income tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. At December 31, 2019, the Corporation had an immaterial tax contingency reserve. For additional information, see Note 8 to the Consolidated Financial Statements.

Environmental Matters
Environmental Policies
The Corporation is committed to world-class environmental, health and safety ("EH&S") performance, as demonstrated by a long-standing commitment to Responsible Care®, as well as a strong commitment to achieve the Corporation's 2025 Sustainability Goals - goals that set the standard for sustainability in the chemical industry by focusing on improvements in UCC's local corporate citizenship and product stewardship, and by actively pursuing methods to reduce the Corporation's environmental impact.

The EH&S management system ("EMS") defines the "who, what, when and how" needed for the businesses to achieve the policies, requirements, performance objectives, leadership expectations and public commitments. EMS is also designed to minimize the long-term cost of environmental protection and to comply with applicable laws and regulations. To ensure effective utilization, EMS is integrated into a company-wide management system for EH&S, Operations, Quality and Human Resources, including implementation of the global EH&S Work Process to improve EH&S performance and to ensure ongoing compliance worldwide.

UCC first works to eliminate or minimize the generation of waste and emissions at the source through research, process design, plant operations and maintenance. Next, UCC finds ways to reuse and recycle materials. Finally, unusable or non-recyclable hazardous waste is treated before disposal to eliminate or reduce the hazardous nature and volume of the waste. Treatment may include destruction by chemical, physical, biological or thermal means. Disposal of waste materials in landfills is considered only after all other options have been thoroughly evaluated. UCC has specific requirements for waste that is transferred to non-UCC facilities, including the periodic auditing of these facilities.

Chemical Security
Public and political attention continues to be placed on the protection of U.S. critical infrastructure, including the chemical industry, from security threats. Terrorist attacks and natural disasters have increased concern about the security and safety of chemical production and distribution. The focus on security is not new to UCC. UCC continues to improve its security plans, placing emphasis on the safety of UCC communities and people by being prepared to meet risks at any level and to address both internal and external identifiable risks. UCC's security plans are also developed to avert interruptions of normal business operations, which could have a material impact on the Corporation's results of operations, liquidity and financial condition.

UCC is a Responsible Care® company and adheres to the Responsible Care® Security Code, which requires that all aspects of security - including facility, transportation and cyberspace - be assessed and gaps addressed. Through global implementation of the Security Code, including voluntary security enhancements and upgrades , UCC has permanently heightened the level of security - not just in the United States, but worldwide. In addition, UCC uses a risk-based approach employing the U.S. Government's

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Sandia National Labs methodology to repeatedly assess the risks to sites, systems and processes. UCC has expanded its comprehensive Distribution Risk Review process that had been in place for decades to address potential threats in all modes of transportation across its supply chain. In 2019, Dow Inc. established its Global Security Operations Center ("GSOC") to provide 24-hour/day, 365-day/year real-time monitoring of global risks to Dow Inc. assets and people, which includes UCC assets and people. The GSOC employs state-of-the-art social media monitoring, threat reporting and geo-fencing capabilities to analyze global risks and report those risks, facilitating decision-making and actions to prevent Dow Inc. crises.

To reduce vulnerabilities, UCC maintains security measures that meet or exceed regulatory and industry security standards in all areas in which UCC operates. Assessment and improvement costs are not considered material to the Corporation's consolidated financial statements.

Climate Change
Climate change matters for UCC are driven by changes in regulatory matters and physical climate parameters.

Regulatory Matters
Regulatory matters include cap and trade schemes, increased greenhouse gas ("GHG") limits, and taxes on GHG emissions, fuel and energy. The potential implications of each of these matters are all very similar, including increased cost of purchased energy, additional capital costs for installation or modification of GHG emitting equipment, and additional costs associated directly with GHG emissions (such as cap and trade systems or carbon taxes), which are primarily related to energy use. It is difficult to estimate the potential impact of these regulatory matters on energy prices.

Reducing UCC's overall energy usage and GHG emissions through new and unfolding projects will decrease the potential impact of these regulatory matters. The Corporation has not experienced any material impact related to regulated GHG emissions.

Physical Climate Parameters
Many scientific academies throughout the world have concluded that it is very likely that human activities are contributing to global warming. At this point, it is difficult to predict and assess the probability and opportunity of a global warming trend on UCC specifically. Preparedness plans are developed that detail actions needed in the event of severe weather. These measures have historically been in place and these activities and associated costs are driven by normal operational preparedness. UCC continues to study the long-term implications of changing climate parameters or water availability, plant siting issues, and impacts and opportunities for products.

The Corporation continues to elevate its internal focus and external positions to focus on the root cause of GHG emissions, including the sustainable use of energy. Through corporate energy efficiency programs and focused GHG management efforts, the Corporation has and is continuing to reduce its GHG emissions footprint.

Environmental Remediation
UCC accrues the costs of remediation of its facilities and formerly owned facilities based on current law and existing technologies. The nature of such remediation includes, for example, the management of soil and groundwater contamination. The policies adopted to properly reflect the monetary impacts of environmental matters are discussed in Note 1 to the Consolidated Financial Statements. To assess the impact on the consolidated financial statements, environmental experts review currently available facts to evaluate the probability and scope of potential liabilities. Inherent uncertainties exist in such evaluations primarily due to unknown environmental conditions, changing governmental regulations and legal standards regarding liability, and emerging remediation technologies. These liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. The Corporation had an accrued liability of $112 million at December 31, 2019 and $78 million at December 31, 2018, related to the remediation of current or former UCC-owned sites.

In addition to current and former UCC-owned sites, under the Federal Comprehensive Environmental Response, Compensation and Liability Act and equivalent state laws (hereafter referred to collectively as "Superfund Law"), UCC is liable for remediation of other hazardous waste sites where UCC allegedly disposed of, or arranged for the treatment or disposal of, hazardous substances. Because Superfund Law imposes joint and several liability upon each party at a site, UCC has evaluated its potential liability in light of the number of other companies that also have been named potentially responsible parties ("PRPs") at each site, the estimated apportionment of costs among all PRPs, and the financial ability and commitment of each to pay its expected share. Management's estimate of the Corporation's remaining liability for the remediation of Superfund sites was $20 million at December 31, 2019 and $16 million at December 31, 2018, which has been accrued, although the ultimate cost with respect to these sites could exceed that amount. The Corporation has not recorded any third-party recovery related to these sites as a receivable.


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Information regarding environmental sites is provided below:

Environmental Sites
UCC-owned Sites 1
Superfund Sites 2
 
2019
2018
2019
2018
Number of sites at Jan 1
25

25

68

69

Sites added during year
—

—

1

—

Sites closed during year
—

—

(2
)
(1
)
Number of sites at Dec 31
25

25

67

68

1.
UCC-owned sites are sites currently or formerly owned by UCC. In the United States, remediation obligations are imposed by the Resource Conservation and Recovery Act or analogous state law.
2.
Superfund sites are sites, including sites not owned by UCC, where remediation obligations are imposed by Superfund Law.

In total, the Corporation's accrued liability for probable environmental remediation and restoration costs was $132 million at December 31, 2019, compared with $94 million at December 31, 2018. 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.

In the third quarter of 2019, the Corporation recorded a pretax charge of $55 million, included in "Cost of sales" in the consolidated statements of income, related to environmental remediation matters at a number of current and historical locations. The charge primarily resulted from the culmination of long-standing negotiations and discussions with regulators and agencies, including technical studies supporting higher cost estimates for final or staged remediation plans, and the Corporation’s review of its closure strategies and obligations to monitor ongoing operations and maintenance activities.

The amounts charged to income on a pretax basis related to environmental remediation totaled $93 million in 2019, $38 million in 2018 and $36 million in 2017. The amounts charged to income on a pretax basis related to operating the Corporation's pollution abatement facilities, excluding internal recharges, totaled $109 million in 2019, $113 million in 2018 and $113 million in 2017. Capital expenditures for environmental protection were $11 million in 2019, $9 million in 2018 and $9 million in 2017.

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. 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
2019
2018
2017
Claims unresolved at Jan 1
12,780

15,427

16,141

Claims filed
5,743

6,599

7,010

Claims settled, dismissed or otherwise resolved
(7,406
)
(9,246
)
(7,724
)
Claims unresolved at Dec 31
11,117

12,780

15,427

Claimants with claims against both UCC and Amchem
(3,837
)
(4,675
)
(5,530
)
Individual claimants at Dec 31
7,280

8,105

9,897



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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 Part I, Item 3. Legal Proceedings and Asbestos-Related Matters in Notes 1 and 14 to the Consolidated Financial Statements.

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 December 31, 2019.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
UCC’s business operations give rise to market risk exposure due to changes in foreign exchange rates, interest rates, commodity prices and other market factors such as equity prices. To manage such risks effectively, the Corporation enters into hedging transactions, pursuant to established guidelines and policies that enable it to mitigate the adverse effects of financial market risk. Derivatives used for this purpose are designated as hedges per the accounting guidance related to derivatives and hedging activities, where appropriate.

The global nature of UCC’s business requires active participation in the foreign exchange markets. As a result of investments, production facilities and other operations on a global basis, the Corporation has assets, liabilities and cash flows in currencies other than the U.S. dollar. The primary objective of the Corporation’s foreign exchange risk management is to optimize the U.S. dollar value of net assets and cash flows. To achieve this objective, the Corporation hedges on a net exposure basis using foreign currency forward contracts, over-the-counter option contracts, cross-currency swaps and nonderivative instruments in foreign currencies. Exposures primarily relate to assets, liabilities and cash flows denominated in foreign currencies. The largest exposures are denominated in the Canadian dollar as well as the currencies of Europe and Asia Pacific.

The main objective of interest rate risk management is to reduce the total funding cost to the Corporation and to alter the interest rate exposure to the desired risk profile. To achieve this objective, the Corporation hedges using interest rate swaps, “swaptions,” and exchange-traded instruments. The Corporation’s primary exposure is to the U.S. dollar yield curve.

UCC uses value-at-risk ("VAR"), stress testing and scenario analysis for risk measurement and control purposes. VAR estimates the maximum potential loss in fair market values given a certain move in prices over a certain period of time, using specified confidence levels. The VAR methodology used by the Corporation is a variance/covariance model. This model uses a 97.5 percent confidence level and includes at least one year of historical data. The 2019 and 2018 year-end and average daily VAR for the aggregate of all positions are shown below:

Total Daily VAR at Dec 31
2019
2018
In millions
Year-end
Average
Year-end
Average
Interest rate
$
2

$
2

$
2

$
2



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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholder and the Board of Directors of Union Carbide Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Union Carbide Corporation and subsidiaries (the "Corporation") as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Change in Accounting Principle
As discussed in Note 1 to the financial statements, in the first quarter of 2018, the Corporation changed its method of accounting for revenue due to the adoption of Accounting Standards Codification Topic 606, Revenue From Contracts with Customers and, in the first quarter of 2019, the Corporation changed its method of accounting for leases due to the adoption of ASC Topic 842, Leases.
Basis for Opinion
These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the Corporation's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ DELOITTE & TOUCHE LLP
 
 
Deloitte & Touche LLP
Midland, Michigan
February 7, 2020
 
 

We have served as the Corporation's auditor since 2001.


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Union Carbide Corporation and Subsidiaries
Consolidated Statements of Income

(In millions) For the years ended Dec 31,     
2019
2018
2017
Net trade sales
$
138

$
136

$
143

Net sales to related companies
4,239

5,310

5,022

Total Net Sales
4,377

5,446

5,165

Cost of sales
3,500

4,047

4,184

Research and development expenses
25

21

19

Selling, general and administrative expenses
4

6

6

Restructuring and asset related charges - net
79

3

74

Integration and separation costs
2

3

1

Sundry income (expense) - net
(82
)
(62
)
(23
)
Interest income
36

28

20

Interest expense and amortization of debt discount
30

30

28

Income Before Income Taxes
691

1,302

850

Provision for income taxes
64

247

645

Net Income Attributable to Union Carbide Corporation
$
627

$
1,055

$
205

See Notes to the Consolidated Financial Statements.


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Union Carbide Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income

(In millions) For years ended Dec 31,
2019
2018
2017
Net Income Attributable to Union Carbide Corporation
$
627

$
1,055

$
205

Other Comprehensive Income (Loss), Net of Tax
 

 

 

Cumulative translation adjustments
1

2

3

Pension and other postretirement benefit plans
(105
)
43

(35
)
Total other comprehensive income (loss)
(104
)
45

(32
)
Comprehensive Income Attributable to Union Carbide Corporation
$
523

$
1,100

$
173

See Notes to the Consolidated Financial Statements.


20
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Union Carbide Corporation and Subsidiaries
Consolidated Balance Sheets

(In millions, except share amounts) At Dec 31,
2019
2018
Assets
Current Assets
 
 
Cash and cash equivalents
$
11

$
13

Accounts receivable:


 
Trade (net of allowance for doubtful receivables 2019: $-; 2018: $-)
26

21

Related companies
658

1,029

Other
17

31

Income taxes receivable
337

330

Notes receivable from related companies
1,505

1,281

Inventories
247

304

Other current assets
20

15

Total current assets
2,821

3,024

Investments
 

 

Investments in related companies
238

639

Other investments
22

23

Noncurrent receivables
118

67

Noncurrent receivables from related companies
66

54

Total investments
444

783

Property
 

 

Property
7,247

7,430

Less accumulated depreciation
5,878

5,982

Net property
1,369

1,448

Other Assets
 

 

Intangible assets (net of accumulated amortization 2019: $90; 2018: $87)
22

25

Operating lease right-of-use assets
89

—

Deferred income tax assets
507

463

Deferred charges and other assets
26

34

Total other assets
644

522

Total Assets
$
5,278

$
5,777

Liabilities and Equity
Current Liabilities
 

 

Notes payable to related companies
$
32

$
28

Notes payable - other
6

1

Long-term debt due within one year
1

1

Accounts payable:




Trade
218

247

Related companies
386

515

Other
10

39

Operating lease liabilities - current
16

—

Income taxes payable
25

24

Asbestos-related liabilities - current
105

118

Accrued and other current liabilities
126

163

Total current liabilities
925

1,136

Long-Term Debt
473

473

Other Noncurrent Liabilities
 

 

Pension and other postretirement benefits - noncurrent
1,154

979

Asbestos-related liabilities - noncurrent
1,060

1,142

Operating lease liabilities - noncurrent
74

—

Other noncurrent obligations
194

132

Total other noncurrent liabilities
2,482

2,253

Stockholders' Equity
 

 

Common stock (authorized: 1,000 shares of $0.01 par value each; issued: 935.51 shares)
—

—

Additional paid-in capital
141

138

Retained earnings
2,922

3,338

Accumulated other comprehensive loss
(1,665
)
(1,561
)
Union Carbide Corporation's stockholders' equity
1,398

1,915

Total Liabilities and Equity
$
5,278

$
5,777

See Notes to the Consolidated Financial Statements.

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Union Carbide Corporation and Subsidiaries
Consolidated Statements of Cash Flows

(In millions) For the years ended Dec 31,
2019
2018
2017
Operating Activities
 
 
 
Net income attributable to Union Carbide Corporation
$
627

$
1,055

$
205

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
204

207

200

Provision (credit) for deferred income tax
(10
)
35

414

Net (gain) loss on sales of property and investments
6

—

(26
)
Net gain on sale of ownership interest in nonconsolidated affiliate
—

—

(4
)
Restructuring and asset related charges - net
79

3

74

Net periodic pension benefit cost
52

43

28

Pension contributions
(2
)
(42
)
(162
)
Changes in assets and liabilities:
 
 
 
Accounts and notes receivable
13

23

7

Related company receivables
105

(100
)
44

Inventories
23

(26
)
29

Accounts payable
(51
)
(6
)
36

Related company payables
(121
)
(169
)
166

Asbestos-related payments
(95
)
(109
)
(121
)
Other assets and liabilities
(82
)
(113
)
(112
)
Cash provided by operating activities
748

801

778

Investing Activities
 

 

 
Capital expenditures
(196
)
(250
)
(223
)
Proceeds from sale of ownership interest in nonconsolidated affiliate
—

—

22

Changes in noncurrent receivable from related company
(13
)
—

3

Proceeds from sales of property
21

—

18

Purchases of investments
—

(1
)
(1
)
Proceeds from sales of investments
4

3

9

Cash used for investing activities
(184
)
(248
)
(172
)
Financing Activities
 

 

 
Dividends paid to parent
(570
)
(553
)
(603
)
Changes in short-term notes payable
5

1

—

Payments on long-term debt
(1
)
(1
)
(1
)
Cash used for financing activities
(566
)
(553
)
(604
)
Summary
 

 

 
Increase (decrease) in cash and cash equivalents
(2
)
—

2

Cash and cash equivalents at beginning of year
13

13

11

Cash and cash equivalents at end of year
$
11

$
13

$
13

See Notes to the Consolidated Financial Statements.


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Table of Contents

Union Carbide Corporation and Subsidiaries
Consolidated Statements of Equity

(In millions) For the years ended Dec 31,     
2019
2018
2017
Common Stock
 
 
 
Balance at beginning and end of period
$
—

$
—

$
—

Additional Paid-in Capital
 

 

 
Balance at beginning of period
138

138

138

Capital contribution from The Dow Chemical Company
3

—

—

Balance at end of period
141

138

138

Retained Earnings
 

 

 
Balance at beginning of period
3,338

2,582

2,980

Adoption of accounting standard (Note 1)
—

254

—

Net income attributable to Union Carbide Corporation
627

1,055

205

Dividends declared
(1,042
)
(553
)
(603
)
Other
(1
)
—

—

Balance at end of period
2,922

3,338

2,582

Accumulated Other Comprehensive Loss, Net of Tax
 

 

 
Balance at beginning of period
(1,561
)
(1,352
)
(1,320
)
Adoption of accounting standard (Note 1)
—

(254
)
—

Other comprehensive income (loss)
(104
)
45

(32
)
Balance at end of period
(1,665
)
(1,561
)
(1,352
)
Union Carbide Corporation's Stockholder's Equity
$
1,398

$
1,915

$
1,368

See Notes to the Consolidated Financial Statements.


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Union Carbide Corporation and Subsidiaries
Notes to the Consolidated Financial Statements

Table of Contents
Note
 
Page
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
Except as otherwise indicated by the context, the terms "Corporation" and "UCC" as used herein mean Union Carbide Corporation and its consolidated subsidiaries. The accompanying consolidated financial statements of the Corporation were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Corporation exercises control and, when applicable, entities for which the Corporation has a controlling financial interest. Investments in nonconsolidated affiliates (20-50 percent owned companies, joint ventures and partnerships) are accounted for using the equity method.

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.

TDCC conducts its worldwide operations through global businesses. The Corporation’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 under the accounting guidance related to segment reporting and no detailed business information is provided to a chief operating decision maker regarding the Corporation’s stand-alone operations, the Corporation’s results are reported as a single operating segment.

On April 1, 2019, DowDuPont Inc. (“DowDuPont” and effective June 3, 2019, n/k/a DuPont de Nemours, Inc.) completed the separation of its materials science business and Dow Inc. became the direct parent company of TDCC and its consolidated subsidiaries. The separation was contemplated by the merger of equals transaction effective August 31, 2017, under the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 (the "Merger Agreement"). TDCC and E. I. du Pont de Nemours and Company and its consolidated subsidiaries ("Historical DuPont") each merged with subsidiaries of DowDuPont, and, as a result, TDCC and Historical DuPont became subsidiaries of DowDuPont (the “Merger”). Subsequent to the Merger, TDCC and Historical DuPont engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products. Dow Inc. was formed as a wholly owned

24
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subsidiary of DowDuPont to serve as the holding company for the materials science business. UCC remains a wholly owned subsidiary of TDCC. See Note 3 for additional information.

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 19 for additional information.

Use of Estimates in Financial Statement Preparation
The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Corporation's consolidated financial statements include amounts that are based on management's best estimates and judgments. Actual results could differ from those estimates.

Significant Accounting Policies
Asbestos-Related Matters
Accruals for asbestos-related matters, including defense and processing costs, are recorded based on an analysis of claim and resolution activity, defense spending and pending and future claims. These accruals are assessed at each balance sheet date to determine if the asbestos-related liability remains appropriate. Accruals for asbestos-related matters are included in the consolidated balance sheets in "Asbestos-related liabilities - current" and "Asbestos-related liabilities - noncurrent." See Note 14 for additional information.

Legal Costs
The Corporation expenses legal costs as incurred, with the exception of defense and processing costs associated with asbestos-related matters.

Foreign Currency Translation
While the Corporation's consolidated subsidiaries are primarily based in the United States, the Corporation has small subsidiaries in Asia Pacific and the rest of the world. For those subsidiaries, the local currency has been primarily used as the functional currency. Translation gains and losses of those operations that use local currency as the functional currency are included in the consolidated balance sheets in "Accumulated other comprehensive loss" ("AOCL"). Where the U.S. dollar is used as the functional currency, foreign currency gains and losses are reflected in income.

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. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Accruals for environmental liabilities are included in the consolidated balance sheets in "Accrued and other current liabilities" and "Other noncurrent obligations" at undiscounted amounts. Accruals for related insurance or other third-party recoveries for environmental liabilities are recorded when it is probable that a recovery will be realized and are included in the consolidated balance sheets in "Accounts receivable - Other."

Environmental costs are capitalized if the costs extend the life of the property, increase its capacity, and/or mitigate or prevent contamination from future operations. Environmental costs are also capitalized in recognition of legal asset retirement obligations resulting from the acquisition, construction and/or normal operation of a long-lived asset. Costs related to environmental contamination treatment and cleanup are charged to expense. Estimated future incremental operations, maintenance and management costs directly related to remediation are accrued when such costs are probable and reasonably estimable.

Cash and Cash Equivalents
Cash and cash equivalents include time deposits and investments with maturities of three months or less at the time of purchase.

Financial Instruments
The Corporation calculates the fair value of financial instruments using quoted market prices when available. When quoted market prices are not available for financial instruments, the Corporation uses standard pricing models with market-based inputs that take into account the present value of estimated future cash flows.

Inventories
Inventories are stated at the lower of cost or net realizable value. The method of determining cost for each subsidiary varies among last-in, first-out ("LIFO"); first-in, first-out ("FIFO"); and average cost, and is used consistently from year to year.

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The Corporation routinely exchanges and swaps raw materials and finished goods with other companies to reduce delivery time, freight and other transportation costs. These transactions are treated as non-monetary exchanges and are valued at cost.

Property
Land, buildings and equipment are carried at cost less accumulated depreciation. Property under finance lease agreements is carried at the present value of lease payments over the lease term less accumulated amortization. Depreciation is based on the estimated service lives of depreciable assets and is calculated using the straight-line method. Fully depreciated assets are retained in property and accumulated depreciation accounts until they are removed from service. In the case of disposals, assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in income.

Impairment and Disposal of Long-Lived Assets
The Corporation evaluates long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When undiscounted future cash flows are not expected to be sufficient to recover an asset's carrying amount, the asset is written down to its fair value based on bids received from third parties or a discounted cash flow analysis based on market participant assumptions.

Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased. Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of and reported at the lower of carrying amount or fair value, and depreciation is recognized over the remaining useful life of the assets.

Other Intangible Assets
Finite-lived intangible assets such as purchased customer lists, developed technology, patents, trademarks and software, are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging primarily from three to twenty years.

Investments in Related Companies
Investments in related companies consist of the Corporation's ownership interests in TDCC subsidiaries located in the U.S. and Latin America. The Corporation accounts for these investments using the cost method as it does not have significant influence over the operating and financial policies of these related companies.

Leases
Effective January 1, 2019, UCC adopted Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” and the associated ASUs (collectively, “Topic 842”). The Corporation added the following significant accounting policy for leases as a result of the adoption of Topic 842:

UCC determines whether a contract contains a lease at contract inception. A contract contains a lease if there is an identified asset and the Corporation has the right to control the asset.

Operating lease right-of-use (“ROU”) assets represent UCC’s right to use an underlying asset for the lease term, and lease liabilities represent UCC’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. UCC uses the incremental borrowing rate in determining the present value of lease payments, unless the implicit rate is readily determinable. If lease terms include options to extend or terminate the lease, the ROU asset and lease liability are measured based on the reasonably certain decision. Leases with a term of 12 months or less at the commencement date are not recognized on the balance sheet and are expensed as incurred.

UCC has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all classes of leased assets for which UCC is the lessee. Additionally, for certain equipment leases, the portfolio approach is applied to account for the operating lease ROU assets and lease liabilities. In the consolidated statements of income, lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term.

Some leasing arrangements require variable payments that are dependent upon usage or output, or may vary for other reasons, such as insurance or tax payments. Variable lease payments are recognized as incurred and are not presented as part of the ROU asset or lease liability. See Notes 2 and 15 for additional information.


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Table of Contents

Revenue
Effective January 1, 2018, the Corporation recognizes revenue in accordance with Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)," and the associated ASUs (collectively, "Topic 606"). Substantially all of the Corporation's revenues are generated by sales to TDCC. Revenue for product sales to related companies is recognized when the related company obtains control of the product, which occurs either at the time that production is complete or shipped free on board ("FOB") from UCC's manufacturing facility, in accordance with the sales agreement between the Corporation and TDCC. The Corporation recognizes revenue for product sales to trade customers when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Corporation expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Corporation determines are within the scope of Topic 606, the Corporation performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 4 for additional information.

In periods prior to the adoption of Topic 606, the Corporation's accounting policy for product sales was to recognize revenue as risk and title to the product transferred to the related company or customer. Revenue related to the initial licensing of patents and technology was recognized when earned; revenue related to running royalties was recognized according to licensee production levels.

Severance Costs
Management routinely reviews its operations around the world in an effort to ensure competitiveness across its operations and geographic regions. When the reviews result in a workforce reduction related to the shutdown of facilities or other optimization activities, severance benefits are provided to employees primarily under ongoing benefit arrangements. These severance costs are accrued once management commits to a plan of termination and it becomes probable that employees will be entitled to benefits at amounts that can be reasonably estimated.

Integration and Separation Costs
The Corporation classifies expenses related to the Merger and separation as integration and separation costs. Merger-related costs include: costs incurred to prepare for and close the Merger, post-Merger integration expenses and costs incurred for the separation of TDCC’s agriculture business, materials science business and specialty products business. Integration and separation costs primarily consist of financial advisor, information technology, legal, accounting, consulting and other professional advisory fees associated with preparation and execution of these activities.

Income Taxes
The Corporation accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted tax rates. The effect of a change in tax rates on deferred tax assets or liabilities is recognized in income in the period that includes the enactment date. The Corporation is included in the same consolidated federal income tax group and consolidated income tax return as TDCC. The Corporation accounts for its income taxes following the formula in the TDCC-UCC Tax Sharing Agreement used to compute the amount due to TDCC or UCC for UCC's share of taxable income and tax attributes on the consolidated income tax return. This method generally follows the separate return method. The amounts reported as income taxes payable or receivable represent the Corporation's payment obligation (or refundable amount) to TDCC based on a theoretical tax liability calculated on a separate return method.

The Corporation recognizes the financial statement effects of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Corporation accrues for non-income tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated.

Provision is made for taxes on undistributed earnings of foreign subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested.


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Changes in Financial Statement Presentation
Consolidated Statements of Income
In 2019, the Corporation made a change to separately report "Interest income" which had previously been included in "Sundry income (expense) - net" in the consolidated statements of income.

Consolidated Statements of Equity
The adoption of ASU 2018-02 in 2018 resulted in a $254 million increase to retained earnings due to the reclassification from accumulated other comprehensive loss for the effect of the federal corporate income tax rate change as a result of the Tax Cuts and Jobs Act of 2017 ("The Act") on the Corporation's pension plans. This adoption is reflected in the "Adoption of accounting standard" line in the consolidated statements of equity.


NOTE 2 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In 2019, the Corporation adopted Topic 842, which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance requires that a lessee recognize assets and liabilities for leases, and recognition, presentation and measurement in the financial statements will depend on its classification as a finance or operating lease. In addition, the new guidance requires disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. Lessor accounting remains largely unchanged from legacy U.S. GAAP but does contain some targeted improvements to align with the new revenue recognition guidance in Topic 606. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption was permitted.

The Corporation adopted Topic 842 using the modified retrospective transition approach, applying the new standard to leases existing at the date of initial adoption. The Corporation elected to apply the transition requirements at the effective date rather than at the beginning of the earliest comparative period presented with a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption, and prior periods were not restated. In addition, the Corporation elected to apply the package of practical expedients permitted under the transition guidance which does not require reassessment of prior conclusions, lease classification and initial direct lease costs. The Corporation did not elect to use the hindsight practical expedient in determining the lease term or assessing impairment of ROU assets. Adoption of the new standard resulted in the recording of operating lease ROU assets and lease liabilities of $99 million at January 1, 2019. The difference between the additional operating lease ROU assets and lease liabilities, net of deferred taxes, was recorded as an adjustment to retained earnings and was not material. The adoption of the new guidance did not have a material impact on the Corporation's consolidated statements of income and had no impact on cash flows. See Note 15 for additional information.

Accounting Guidance Issued But Not Adopted at December 31, 2019
In December 2019, the Financial Accounting Standards Board issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, "Income Taxes" and also improve consistent application by clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted, with the amendments to be applied on a retrospective, modified retrospective or prospective basis, depending on the specific amendment. The Corporation is currently evaluating the impact of adopting this guidance.


NOTE 3 - MERGER WITH HISTORICAL DUPONT AND BUSINESS SEPARATION
Effective August 31, 2017, TDCC and Historical DuPont completed the merger of equals transaction contemplated by the Merger Agreement, by and among TDCC, Historical DuPont, DowDuPont, Diamond Merger Sub, Inc. and Orion Merger Sub, Inc. Pursuant to the Merger Agreement, (i) Diamond Merger Sub, Inc. was merged with and into TDCC, with TDCC surviving the merger as a subsidiary of DowDuPont (the "Diamond Merger") and (ii) Orion Merger Sub, Inc. was merged with and into Historical DuPont, with Historical DuPont surviving the merger as a subsidiary of DowDuPont (the "Orion Merger" and, together with the Diamond Merger, the "Mergers"). Following the consummation of the Mergers, each of TDCC and Historical DuPont became subsidiaries of DowDuPont (collectively, the "Merger"). Subsequent to the Merger, TDCC and Historical DuPont engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products. Dow Inc. was formed as a wholly owned subsidiary of DowDuPont to serve as the holding company for the materials science business.


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In the first quarter of 2019, in anticipation of DowDuPont's intended separation of its materials science business, UCC's assets and liabilities aligned with TDCC's specialty products business were transferred to TDCC as part of the internal reorganization steps to align TDCC's specialty products business to DowDuPont. In order to align entity ownership under TDCC, UCC distributed shares and assets to TDCC through dividends or asset distributions. As a result, in February 2019, UCC issued to TDCC a dividend of 1,067 shares of common stock of Dow International Holdings Company (“DIHC”), a cost method investment. Prior to the distribution, UCC had an 11.9 percent ownership interest in DIHC with the other 88.1 percent owned by TDCC and its other wholly owned subsidiaries. After the dividend, UCC’s investment in DIHC was reduced to 4.7 percent and resulted in a reduction in "Investments in related companies" of $401 million. UCC also transferred, as an asset distribution, the assets and liabilities aligned with TDCC's specialty products business for an additional dividend of $71 million to TDCC. The results of these transactions are reflected in “Investments in related companies” and “Retained earnings” in the consolidated balance sheets. See Notes 11 and 19 for additional information.

The Corporation evaluated the impact of the specialty products product line transfer and determined it did not represent a strategic shift that had a major effect on the Corporation’s operations and financial results and did not qualify as an individually significant component of the Corporation. As a result, this transfer was not reported as discontinued operations.


NOTE 4 - REVENUE
Substantially all of the Corporation's revenues are generated by sales to TDCC. Products are sold to and purchased from TDCC at market-based prices in accordance with the terms of an agreement between UCC and TDCC. Approximately 99 percent of the Corporation's sales in 2019, 2018 and 2017 related to sales of product; the remaining sales related to the licensing of patents and technology. The Corporation sells its products to TDCC to simplify the customer interface process.

Substantially all product sale contracts are short-term in nature and have original expected durations of one year or less. Revenue from product sales is recognized when TDCC or the customer obtains control of the Corporation’s product, which occurs at a point in time, typically at the time production is complete or product is shipped FOB from UCC’s manufacturing facility for sales to TDCC, or upon shipment for sales to trade customers. The Corporation’s payment terms are on average 30 to 60 days after invoicing. All shipping and handling activities that occur after control transfers to the customer are considered fulfillment activities. Certain long-term contracts include a series of distinct goods that are delivered continuously to the customer through a pipeline. For these types of product sales, the Corporation invoices the customer in an amount that directly corresponds with the value to the customer of the Corporation’s performance to date. As a result, revenue is recognized based on the amount billable to the customer in accordance with the right to invoice practical expedient.
The transaction price for product sales includes estimates for the most likely amount of consideration to which the Corporation will be entitled based on historical award experience and the Corporation’s best judgment at the time. Taxes collected and remitted to governmental authorities are excluded from the transaction price. For contracts with multiple performance obligations, the Corporation allocates the transaction price to each performance obligation on the basis of relative standalone selling price, which is based on the price charged to customers or estimated using the expected cost plus margin method.

Revenue related to the initial licensing of patents and technology is recognized when the performance obligation is satisfied. Revenue related to sales-based royalties to which the Corporation expects to be entitled is estimated based on historical sales.

The Corporation’s contract liabilities include payments received in advance of performance under long-term contracts for product sales and royalties and are realized when the associated revenue is recognized under the contract with remaining contract terms that range up to 21 years. The Corporation will have rights to future consideration for revenue recognized when product is delivered to the customer. The balance of contract liabilities at December 31, 2019 was $41 million ($41 million at December 31, 2018), of which $4 million at December 31, 2019 ($2 million at December 31, 2018) was included in "Accrued and other current liabilities" and $37 million at December 31, 2019 ($39 million at December 31, 2018) 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 on 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 parent entity, TDCC, and there are no unique economic factors that affect revenue recognition and cash flows associated with these product sales.



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Table of Contents

NOTE 5 - DIVESTITURES
Divestiture of Acetone Derivatives Assets
On November 1, 2019, the Corporation completed the sale of its acetone derivatives product line to ALTIVIA Ketones & Additives, LLC for net proceeds of $17 million. The sale included acetone derivatives related inventory and production assets, as well as site infrastructure, land and utilities located in Institute, West Virginia. The sale also included railcars valued at $3 million, which were previously owned by TDCC and transferred to UCC in anticipation of the sale. The assets, with the exception of inventory and railcars, were written down to zero in the third quarter of 2019. In the fourth quarter of 2019, the Corporation recorded a $5 million pretax loss on the sale, included in "Sundry income (expense) - net" in the consolidated statements of income. The Corporation remains at the Institute, West Virginia site as a tenant. See Notes 6 and 18 for additional information.

The Corporation evaluated the divestiture of the acetone derivatives product line and determined it did not represent a strategic shift that had a major effect on the Corporation’s operations and financial results and did not qualify as an individually significant component of the Corporation. As a result, this divestiture was not reported as discontinued operations.


NOTE 6 - RESTRUCTURING AND ASSET RELATED CHARGES - NET
2019 Asset Related Charges
On August 13, 2019, the Corporation entered into a definitive agreement to sell its acetone derivatives product line to ALTIVIA Ketones & Additives, LLC. As a result of this planned transaction, the Corporation recognized a pretax impairment charge of $75 million. The impairment charge was included in "Restructuring and asset related charges - net" in the consolidated statements of income. See Notes 5 and 18 for additional information.

2017 Restructuring and Asset Related Charges
In September and November 2017, the Corporation approved restructuring actions that were aligned with DowDuPont's synergy targets. As a result of these actions, the Corporation recorded pretax restructuring charges for severance and related benefit costs of $10 million, as well as charges of $62 million for the write-off and write-down of manufacturing and facility assets at multiple UCC sites, including a steam unit in Institute, West Virginia. These charges were shown as "Restructuring and asset related charges ‑ net" in the consolidated statements of income.

In addition to the actions taken in 2017, the Corporation recorded additional restructuring charges for severance and related benefit costs of $4 million in 2019 and $3 million in 2018. These charges were shown as "Restructuring and asset related charges ‑ net” in the consolidated statements of income. At December 31, 2019, severance of $16 million had been paid ($9 million at December 31, 2018), leaving a liability recorded in "Accrued and other current liabilities"of $1 million ($4 million at December 31, 2018), substantially completing the 2017 restructuring program.

2016 Restructuring
On June 27, 2016, the Corporation approved actions to further improve cost effectiveness with additional workforce reductions. As a result of these actions, the Corporation recorded a pretax restructuring charge in 2017 of $2 million for severance and related benefit costs. This charge was shown as "Restructuring and asset related charges - net" in the consolidated statements of income. At December 31, 2017, the liability for severance and related benefit costs was zero, substantially completing the 2016 restructuring program.

The Corporation expects to incur additional costs in the future related to 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 the 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.



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NOTE 7 - SUPPLEMENTARY INFORMATION
Sundry Income (Expense) - Net
 
 
 
In millions
2019
2018
2017
TDCC administrative and overhead fees 1
$
(24
)
$
(30
)
$
(33
)
Net commission expense - related company 1
(23
)
(22
)
(22
)
Non-operating pension and other postretirement benefit plan net credits (costs) 2
(17
)
(1
)
8

Net loss on sale of acetone derivatives assets 3
(5
)
—

—

Net gain (loss) on sales of property
(1
)
—

23

Net gain on sale of a nonconsolidated affiliate
—

—

4

Other - net
(12
)
(9
)
(3
)
Total sundry income (expense) - net
$
(82
)
$
(62
)
$
(23
)

1.
See Note 19 for additional information.
2.
See Note 17 for additional information.
3.
See Note 5 for additional information.

Accrued and Other Current Liabilities
"Accrued and other current liabilities" in the consolidated balance sheets were $126 million at December 31, 2019 ($163 million at December 31, 2018). The current portion of the Corporation's accrued obligations for environmental matters, which is a component of "Accrued and other current liabilities," was $45 million at December 31, 2019 ($58 million at December 31, 2018). See Note 14 for additional information. No other component of "Accrued and other current liabilities" was more than 5 percent of total current liabilities.

Supplemental Cash Flow Information
The following table shows cash paid for interest and income taxes for the years ended December 31, 2019, 2018 and 2017:

Supplemental Cash Flow Information
2019
2018
2017
In millions
Cash paid during year for:
 
 
 
Interest, net of amounts capitalized
$
37

$
37

$
37

Income taxes
$
136

$
269

$
254




NOTE 8 - INCOME TAXES
Geographic Allocation of Income and Provision for Income Taxes
 
 
 
In millions
2019
2018
2017
Income (loss) before income taxes
 
 
 
Domestic
$
696

$
1,305

$
856

Foreign
(5
)
(3
)
(6
)
Income before income taxes
$
691

$
1,302

$
850

Current tax expense
 
 
 
Federal
$
70

$
166

$
226

State and local
4

6

2

Foreign
—

40

3

Total current tax expense
$
74

$
212

$
231

Deferred tax expense (benefit)
 
 
 
Federal 1
$
(9
)
$
27

$
392

State and local
(1
)
8

22

Total deferred tax expense (benefit)
$
(10
)
$
35

$
414

Provision for income taxes
$
64

$
247

$
645

Net income
$
627

$
1,055

$
205

1.
2018 and 2017 include the impact of The Act.


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Table of Contents

Reconciliation to U.S. Statutory Rate
2019
2018
2017
Statutory U.S. federal income tax rate
21.0
 %
21.0
 %
35.0
 %
Unrecognized tax benefits
(1.0
)
(0.3
)
(0.4
)
Foreign Derived Intangible Income ("FDII") deduction
(1.3
)
(2.2
)
—

Federal tax accrual adjustments
1.7

(0.3
)
(1.1
)
Impact of U.S. tax reform
—

(0.2
)
29.4

Restoration of tax basis
(12.2
)
—

—

Deferred intercompany gain
—

—

11.4

State and local tax impact
0.9

1.0

2.2

Other - net
0.2

—

(0.6
)
Effective Tax Rate 1
9.3
 %
19.0
 %
75.9
 %
1.
The tax rate for 2019 was favorably impacted by the restoration of tax basis in assets, driven by a recent court judgment that did not involve the Corporation. The tax rate for 2018 was favorably impacted by The Act and the FDII deduction. The tax rate for 2017 was unfavorably impacted by The Act and the recognition of a deferred gain.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 ("The Act") was enacted. The Act reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously deferred, created new provisions related to foreign sourced earnings, eliminated the domestic manufacturing deduction and moved to a hybrid territorial system. At December 31, 2017, the Corporation had not completed its accounting for the tax effects of The Act; however, the Corporation made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax. In accordance with Staff Accounting Bulletin 118, income tax effects of The Act were refined upon obtaining, preparing and analyzing additional information during the measurement period. At December 31, 2018, the Corporation had completed its accounting for the tax effects of The Act.

•
As a result of The Act, the Corporation remeasured its U.S. federal deferred tax assets and liabilities based on the income tax rates at which they are expected to reverse in the future, which is generally 21 percent. The Corporation recorded a cumulative charge of $248 million ($2 million benefit in 2018 and $250 million charge in 2017) to "Provision for income taxes" in the consolidated statements of income with respect to the remeasurement of the Corporation's deferred tax balances.

•
The Act required a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits ("E&P"), which resulted in a one-time transition tax. As a result, the cumulative provisional amount recorded for the transition tax liability for the Corporation's foreign subsidiaries was insignificant at December 31, 2018.

•
The Corporation recorded an indirect impact of The Act related to prepaid tax on intercompany sales of inventory. The amount related to the inventory was $2 million, recorded as a charge to "Provision for income taxes" for the year ended December 31, 2018.

•
For tax years beginning after December 31, 2017, The Act introduced new provisions for U.S. taxation of certain global intangible low-taxed income ("GILTI"). The Corporation has made the policy election to record any liability associated with GILTI in the period in which it is incurred.

A transaction for the sale of stock between the Corporation and TDCC in 2014 created a gain that was initially deferred for tax purposes. This deferred gain became taxable as a result of activities executed in anticipation of the intended separation of DowDuPont into three publicly traded companies. As a result, in the third quarter of 2017, the Corporation recorded a charge of $97 million to "Provision for income taxes" in the consolidated statements of income.

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Table of Contents

Deferred Tax Balances at Dec 31
2019
2018
In millions
Assets
Liabilities
Assets
Liabilities
Property
$
14

$
145

$
—

$
129

Tax loss and credit carryforwards
39

—

42

—

Postretirement benefit obligations
275

—

234

—

Other accruals and reserves
320

—

326

8

Inventory
5

—

8

—

Other - net
20

—

11

2

Subtotal
$
673

$
145

$
621

$
139

Valuation allowances 1
(21
)
—

(19
)
—

Total
$
652

$
145

$
602

$
139

1.
Primarily related to the realization of recorded tax benefits on state tax loss carryforwards from operations in the United States.

Operating Loss and Tax Credit Carryforwards at Dec 31
2019
2018
In millions
Asset
Asset
Operating loss carryforwards
 
 
Expire within 5 years
$
26

$
31

Expire after 5 years or indefinite expiration
7

5

Total operating loss carryforwards
$
33

$
36

Tax credit carryforwards
 
 
Expire after 5 years or indefinite expiration
$
6

$
6

Total tax credit carryforwards
$
6

$
6



Undistributed earnings of foreign subsidiaries and related companies that are deemed to be permanently invested amounted to $8 million at December 31, 2019 and $35 million at December 31, 2018. The unrecognized deferred tax liability on those earnings is not material.

The following table provides a reconciliation of the Corporation's unrecognized tax benefits:

Total Gross Unrecognized Tax Benefits
 
 
 
In millions
2019
2018
2017
Total unrecognized tax benefits at Jan 1
$
1

$
1

$
1

Total unrecognized tax benefits at Dec 31
$
1

$
1

$
1

Total unrecognized tax benefits that, if recognized, would impact the effective tax rate
$
1

$
1

$
1

Total amount of interest and penalties (benefit) recognized in "Provision for income taxes"
$
(7
)
$
(5
)
$
(6
)

In the first quarter of 2018, a settlement was reached for a tax matter regarding fees paid to the Corporation by a foreign nonconsolidated affiliate. As a result, the Corporation recorded an increase of $40 million to "Income taxes receivable" and "Income taxes payable" in the consolidated balance sheets. There was no impact to the consolidated statements of income. In the second quarter of 2018, a payment of $40 million was made for the settlement of the tax matter.

The Corporation is included in TDCC's consolidated federal income tax group and DowDuPont's consolidated tax return through March 31, 2019. Current and deferred tax expenses are calculated for the Corporation as a stand-alone group and are allocated to the group from the consolidated totals, consistent with the TDCC-UCC Tax Sharing Agreement. The Corporation is currently under examination in a number of tax jurisdictions, including the U.S. federal and various state jurisdictions. It is reasonably possible that these examinations may be resolved in the next twelve months. The impact on the Corporation’s results of operations is not expected to be material.

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Table of Contents

Tax years that remain subject to examination for the Corporation's major tax jurisdictions are shown below:

Tax Years Subject to Examination by Major Tax Jurisdiction at Dec 31, 2019
Earliest Open Year
Jurisdiction
United States:
 
Federal income tax
2004
State and local income tax
2004

Inherent uncertainties exist in estimates of tax contingencies due to changes in tax law, both legislated and concluded through the various jurisdictions' tax court systems. It is the opinion of the Corporation's management that the possibility is remote that costs in excess of those accrued will have a material impact on the Corporation's consolidated financial statements.


NOTE 9 - INVENTORIES
The following table provides a breakdown of inventories:

Inventories at Dec 31
 
 
In millions
2019
2018
Finished goods
$
162

$
264

Work in process
31

45

Raw materials
47

45

Supplies
92

85

Total
$
332

$
439

Adjustment of inventories to a LIFO basis
(85
)
(135
)
Total inventories
$
247

$
304



Inventories valued on a LIFO basis, principally U.S. chemicals and plastics product inventories, represented 59 percent of the total inventories at December 31, 2019 and 60 percent of the total inventories at December 31, 2018.

A reduction of certain inventories resulted in the liquidation of certain LIFO inventory layers, which decreased pretax income $14 million in 2019 and had an immaterial impact on pretax income in 2018 and 2017.


NOTE 10 - PROPERTY
The following table provides a breakdown of property:

Property at Dec 31
Estimated Useful Lives (Years)
 
 
In millions
2019
2018
Land and land improvements
0-25

$
258

$
285

Buildings
5-50

408

412

Machinery and equipment
3-20

6,097

6,205

Other property
3-30

357

338

Construction in progress
—

127

190

Total property

$
7,247

$
7,430



The following table provides information regarding depreciation expense and capitalized interest:

In millions
2019
2018
2017
Depreciation expense
$
175

$
179

$
176

Capitalized interest
$
8

$
7

$
10





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Table of Contents

NOTE 11 - INVESTMENTS IN RELATED COMPANIES
The Corporation's ownership interests in related companies at December 31, 2019 and 2018 were as follows:

Investments in Related Companies at Dec 31
Ownership Interest
Investment Balance
In millions
2019
2018
2019
2018
Dow International Holdings Company 1 
5
%
12
%
$
232

$
633

Dow Quimica Mexicana S.A. de C.V.
15
%
15
%
5

5

Other
—
%
—
%
1

1

Total Investments in Related Companies
 
 
$
238

$
639


1.
In the first quarter of 2019, UCC issued a stock dividend to TDCC for 63.4 percent ($401 million) of its ownership in DIHC in anticipation of the business separation activities to align TDCC's specialty products business with DowDuPont. See Notes 3 and 19 for additional information.


NOTE 12 - INTANGIBLE ASSETS
The following table provides information regarding the Corporation's intangible assets:

Intangible Assets at Dec 31
2019
2018
In millions
Gross Carrying Amount
Accum Amort
Net
Gross Carrying Amount
Accum Amort
Net
Intangible assets with finite lives:
 
 
 
 
 
 
Licenses and developed technology
$
33

$
(33
)
$
—

$
33

$
(33
)
$
—

Software
79

(57
)
22

79

(54
)
25

Total intangible assets
$
112

$
(90
)
$
22

$
112

$
(87
)
$
25



The following table provides information regarding amortization expense:

Amortization Expense
 
 
 
In millions
2019
2018
2017
Software 1
$
7

$
6

$
5


1.
Included in “Cost of sales” in the consolidated statements of income.

Total estimated amortization expense for the next five fiscal years, including amounts for intangible assets not yet placed in service, is as follows:

Estimated Amortization Expense for Next Five Years
In millions
2020
$
8

2021
$
6

2022
$
5

2023
$
3

2024
$
1





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Table of Contents

NOTE 13 - NOTES PAYABLE AND LONG-TERM DEBT
Notes Payable at Dec 31
 
 
In millions
2019
2018
Notes payable to banks and other lenders
$
6

$
1

Notes payable to related companies
32

28

Total notes payable
$
38

$
29

Year-end average interest rates
1.88
%
3.27
%


 
Long-Term Debt at Dec 31

2019 Average Rate
2019
2018 Average Rate
2018
 
 
In millions
 
Promissory notes and debentures:
 
 
 
 
 
Debentures due 2023
7.875
%
$
175

7.875
%
$
175

 
Debentures due 2025
6.79
%
12

6.79
%
12

 
Debentures due 2025
7.50
%
150

7.50
%
150

 
Debentures due 2096
7.75
%
135

7.75
%
135

 
Finance lease obligations 1
 
6

 
7

 
Unamortized debt discount and issuance costs
 
(4
)
 
(5
)
 
Long-term debt due within one year
 
(1
)
 
(1
)
 
Total long-term debt
 
$
473

 
$
473


1.
See Note 15 for additional information.

Maturities of Long-Term Debt for Next Five Years at Dec 31, 2019
In millions
2020
$
1

2021
$
1

2022
$
1

2023
$
176

2024
$
1



Letters of Credit
The Corporation utilizes letters of credit to support commitments made in the ordinary course of business. While the terms and amounts of letters of credit change, UCC generally has approximately $5 million of outstanding letters of credit at any given time.

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.


NOTE 14 - 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 December 31, 2019, the Corporation had accrued obligations of $132 million for probable environmental remediation and restoration costs, including $20 million for the remediation of Superfund sites. These obligations were 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,

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Table of Contents

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, 2018, the Corporation had accrued obligations of $94 million for probable environmental remediation and restoration costs, including $16 million for the remediation of Superfund sites.

In the third quarter of 2019, the Corporation recorded a pretax charge of $55 million, included in "Cost of sales" in the consolidated statements of income, related to environmental remediation matters at a number of current and historical locations. The charge primarily resulted from the culmination of long-standing negotiations and discussions with regulators and agencies, including technical studies supporting higher cost estimates for final or staged remediation plans, and the Corporation’s review of its closure strategies and obligations to monitor ongoing operations and maintenance activities.

The following table summarizes the activity in the Corporation's accrued obligations for environmental matters for the years ended December 31, 2019 and 2018:

Accrued Liability for Environmental Matters
 
 
In millions
2019
2018
Balance at Jan 1
$
94

$
114

Accrual adjustment
93

38

Payments against reserve
(55
)
(57
)
Foreign currency impact
—

(1
)
Balance at Dec 31
$
132

$
94



The amounts charged to income on a pretax basis related to environmental remediation totaled $93 million in 2019, $38 million in 2018 and $36 million in 2017. Capital expenditures for environmental protection were $11 million in 2019, $9 million in 2018 and $9 million in 2017.

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

The Corporation expects more asbestos-related suits to be filed against UCC and Amchem in the future, and will aggressively defend or reasonably resolve, as appropriate, both pending and future claims.

Estimating the Asbestos-Related Liability
Based on a study completed by Ankura Consulting Group, LLC ("Ankura") in January 2003, the Corporation increased its December 31, 2002, asbestos-related liability for pending and future claims for a 15-year period ending in 2017 to $2.2 billion, excluding future defense and processing costs. In subsequent years, the Corporation compared current asbestos claim and resolution activity to the results of the most recent Ankura study at each balance sheet date to determine whether the accrual continued to be appropriate.

In 2016, Ankura completed a study to provide estimates for the undiscounted cost of disposing of pending and future claims against UCC and Amchem through the terminal year of 2049, including a reasonable forecast of future defense and processing costs. Based on the study and the Corporation’s internal review of asbestos claim and resolution activity, the Corporation determined estimating the liability through the terminal year of 2049 was more appropriate due to increased knowledge and data about the costs to resolve

37
Table of Contents

claims and diminished volatility in filing rates. The Corporation also determined that estimating and accruing a liability for future asbestos-related defense and processing costs was more appropriate as such costs represent expenditures related to legacy activities that do not contribute to current or future revenue generating activities of the Corporation and is also reflective of the manner in which the Corporation manages its asbestos-related exposure, including careful monitoring of the correlation between defense spending and resolution costs. As a result, in the fourth quarter of 2016, the Corporation recorded a $1,113 million increase in its asbestos-related liability for pending and future claims, including future defense and processing costs. Each October, the Corporation requests Ankura to review its historical asbestos claim and resolution activity through the third quarter of the current year, including asbestos-related defense and processing costs, to determine the appropriateness of updating the most recent study.

In December 2017, Ankura stated that an update of its December 2016 study would not provide a more likely estimate of future events than the estimate reflected in the study and, therefore, the estimate in the study remained applicable. Based on the Corporation's internal review process and Ankura's response, the Corporation determined that no change to the accrual was required.

In December 2018, Ankura completed a study of the Corporation's historical asbestos claim and resolution activity through September 30, 2018, including asbestos-related defense and processing costs, and provided estimates for the undiscounted cost of disposing of pending and future claims against UCC and Amchem through the terminal year of 2049. Based on the study and the Corporation's internal review process, it was determined that no adjustment to the accrual was required. At December 31, 2018, the asbestos-related liability for pending and future claims against UCC and Amchem, including future asbestos-related defense and processing costs, was $1,260 million, and approximately 16 percent of the recorded liability related to pending claims and approximately 84 percent related to future claims.

In December 2019, Ankura stated that an update of its December 2018 study would not provide a more likely estimate of future events than the estimate reflected in the study and, therefore, the estimate in the study remained applicable. Based on the Corporation's internal review process and Ankura's response, the Corporation determined that no change to the accrual was required. At December 31, 2019, the asbestos-related liability for pending and future claims against UCC and Amchem, including future asbestos-related defense and processing costs, was $1,165 million, and approximately 18 percent of the recorded liability related to pending claims and approximately 82 percent related to future claims.

Summary
The Corporation's management believes the amounts recorded for the asbestos-related liability, including defense and processing costs, reflect reasonable and probable estimates of the liability based on current, known facts. However, future events, such as the number of new claims to be filed and/or received each year and the average cost of defending and disposing of each such claim, as well as the numerous uncertainties surrounding asbestos litigation in the United States over a significant period of time, could cause the actual costs for the Corporation to be higher or lower than those projected or those recorded. Any such event could result in an increase or decrease in the recorded liability.

Because of the uncertainties described above, the Corporation cannot estimate the full range of the cost of resolving pending and future asbestos-related claims facing UCC and Amchem. As a result, it is reasonably possible that an additional cost of disposing of asbestos-related claims, including future defense and processing costs, could have a material impact on the Corporation's results of operations and cash flows for a particular period and on the consolidated financial position.

Other Litigation
The Corporation is also involved in a number of legal proceedings and claims with both private and governmental parties. These cover a wide range of matters, including, but not limited to: product liability; trade regulation; governmental tax and regulatory disputes; health, safety and environmental matters; employment matters; patent infringement; contracts; and commercial litigation. While it is not possible at this time to determine with certainty the ultimate outcome of any of the legal proceedings and claims referred to in this filing, management believes that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, cash flows and financial position of the Corporation.

Purchase Commitments
The Corporation has outstanding purchase commitments and various commitments for take-or-pay or throughput agreements. The Corporation was not aware of any purchase commitments that were negotiated as part of a financing arrangement for the facilities that will provide the contracted goods or services or for the costs related to those goods or services at December 31, 2019 and 2018.



38
Table of Contents

NOTE 15 - LEASES
Operating lease ROU assets are included in "Operating lease right-of-use assets" and finance lease ROU assets are included in "Net property" in the consolidated balance sheets. With respect to lease liabilities, operating lease liabilities are included in "Operating lease liabilities - current" and "Operating lease liabilities - noncurrent," and finance lease liabilities are included in "Long-term debt due within one year" and "Long-Term Debt" in the consolidated balance sheets.

The Corporation routinely leases product and utility production facilities, sales and administrative offices, warehouses and tanks for product storage, motor vehicles, railcars, computers, office machines and equipment. Some leases contain renewal provisions, purchase options and escalation clauses. The terms for these leased assets vary depending on the lease agreement. These leased assets have remaining lease terms of up to 10 years. The Corporation's lease agreements do not contain any material residual value guarantees or restrictive covenants. See Notes 1 and 2 for additional information on leases.

The components of lease cost for operating and finance leases for the year ended December 31, 2019 were as follows:

Lease Cost
Year Ended Dec 31, 2019
In millions
Operating lease cost
$
21

Short-term lease cost
25

Variable lease cost
4

Amortization of right-of-use assets - finance
1

Total lease cost
$
51



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

Other Lease Information
Year Ended Dec 31, 2019
In millions
Cash paid for amounts included in the measurement of lease liabilities:
 
Operating cash flows for operating leases
$
21

Financing cash flows for finance leases
$
1




39
Table of Contents

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at December 31, 2019:

Lease Position
Balance Sheet Classification
Dec 31, 2019
In millions
Right-of-use assets obtained in exchange for lease obligations:
 
 
Operating leases 1
 
$
105

Assets
 
 
Operating lease assets
Operating lease right-of-use assets
$
89

Finance lease assets
Property
12

Finance lease amortization
Accumulated depreciation
(6
)
Total lease assets
 
$
95

Liabilities
 
 
Current
 
 
Operating
Operating lease liabilities - current
$
16

Finance
Long-term debt due within one year
1

Noncurrent
 
 
Operating
Operating lease liabilities - noncurrent
74

Finance
Long-Term Debt
5

Total lease liabilities
 
$
96

1.
Includes $99 million related to the adoption of Topic 842. See Note 2 for additional information.

Lease Term and Discount Rate
Dec 31, 2019
Weighted-average remaining lease term
 
Operating leases
6.3 years

Finance leases
4.5 years

Weighted-average discount rate
 
Operating leases
4.13
%
Finance leases
4.22
%


The following table provides the maturities of lease liabilities at December 31, 2019:

Maturities of Lease Liabilities at Dec 31, 2019
Operating Leases
Finance Leases
In millions
2020
$
19

$
2

2021
17

2

2022
16

1

2023
13

1

2024
13

1

2025 and thereafter
25

—

Total future undiscounted lease payments
$
103

$
7

Less imputed interest
13

1

Total present value of lease liabilities
$
90

$
6



At December 31, 2019, the Corporation had additional leases of approximately $16 million for equipment and a rail yard, which have not yet commenced. These leases are expected to commence in 2020, with lease terms of up to 20 years.


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Table of Contents

Future minimum lease payments for operating leases accounted for under ASC 840, "Leases," with remaining non-cancelable terms in excess of one year were as follows at December 31, 2018:

Minimum Lease Commitments at Dec 31, 2018
 
In millions
 
2019
$
18

2020
16

2021
14

2022
13

2023
13

2024 and thereafter
37

Total
$
111




NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE LOSS
The changes in each component of AOCL for the years ended December 31, 2019, 2018 and 2017 were as follows:

Accumulated Other Comprehensive Loss
2019
2018
2017
In millions
Cumulative Translation Adjustment
 
 
 
Beginning balance
$
(57
)
$
(59
)
$
(62
)
Unrealized gains (losses) on foreign currency translation
1

2

—

(Gains) losses reclassified from AOCL to net income 1
—

—

3

Other comprehensive income (loss), net of tax
1

2

3

Ending balance
$
(56
)
$
(57
)
$
(59
)
Pension and Other Postretirement Benefits






Beginning balance
$
(1,504
)
$
(1,293
)
$
(1,258
)
Gains (losses) arising during the period
(213
)
(29
)
(108
)
Less: Tax (expense) benefit
51

7

25

Net gains (losses) arising during the period
(162
)
(22
)
(83
)
Amortization and recognition of net loss 2
75

85

76

Less: Tax expense (benefit) 3
(18
)
(20
)
(28
)
Net loss reclassified from AOCL to net income
57

65

48

Other comprehensive income (loss), net of tax
(105
)
43

(35
)
Reclassification of stranded tax effects 4
—

(254
)
—

Ending balance
$
(1,609
)
$
(1,504
)
$
(1,293
)
Total AOCL ending balance
$
(1,665
)
$
(1,561
)
$
(1,352
)
1.
Reclassified to "Sundry income (expense) - net."
2.
These AOCL components are included in the computation of net periodic benefit cost of the Corporation's defined benefit pension and other postretirement benefit plans. See Note 17 for additional information.
3.
Reclassified to "Provision for income taxes."
4.
Amounts reclassified to retained earnings as a result of the adoption of ASU 2018-02.


NOTE 17 - PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Pension Plans
The Corporation has a defined benefit pension plan that covers substantially all employees in the United States. Benefits are based on length of service and the employee's three highest consecutive years of compensation. Employees hired on or after January 1, 2008, earn benefits that are based on a set percentage of annual pay, plus interest. The Corporation also has a non-qualified supplemental pension plan.

The Corporation's funding policy is to contribute to the plan when pension laws or economics either require or encourage funding. In 2019, UCC contributed $2 million to its pension plans, including contributions to fund benefit payments for its non-qualified supplemental plan. UCC expects to contribute approximately $2 million to its pension plans in 2020.


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The weighted-average assumptions used to determine pension plan obligations and net periodic benefit costs are provided below:

Pension Plan Assumptions
Benefit Obligations
at Dec 31
Net Periodic Costs
for the Year Ended
 
2019
2018
2019
2018
2017
Discount rate
3.29
%
4.32
%
4.32
%
3.59
%
4.00
%
Interest crediting rate for applicable benefits
4.50
%
4.50
%
4.50
%
4.50
%
4.50
%
Rate of compensation increase
4.25
%
4.25
%
4.25
%
4.25
%
4.25
%
Expected return on plan assets
—

—

6.80
%
6.80
%
6.80
%


Other Postretirement Benefit Plans
The Corporation provides certain health care and life insurance benefits to retired U.S. employees and survivors. The plan provides health care benefits, including hospital, physicians' services, drug and major medical expense coverage and life insurance benefits. The Corporation and the retiree share the cost of these benefits, with the Corporation portion increasing as the retiree has increased years of credited service, although there is a cap on the Corporation portion. The Corporation has the ability to change these benefits at any time. Employees hired after January 1, 2008, are not covered under this plan.

The Corporation funds most of the cost of these health care and life insurance benefits as incurred. In 2019, UCC did not make any contributions to its other postretirement benefit plan trust. Likewise, UCC does not expect to contribute assets to its other postretirement benefit plan trust in 2020.

The weighted-average assumptions used to determine other postretirement benefit plan obligations and net periodic benefit costs for the plan are provided in the following table:

Other Postretirement Benefit Plan Assumptions
Benefit Obligations
at Dec 31
Net Periodic Costs
for the Year Ended
 
2019
2018
2019
2018
2017
Discount rate
3.17
%
4.23
%
4.23
%
3.51
%
3.88
%
Health care cost trend rate assumed for next year
6.25
%
6.50
%
6.50
%
6.75
%
7.00
%
Rate to which the cost trend rate is assumed to decline (the ultimate health care cost trend rate)
5.00
%
5.00
%
5.00
%
5.00
%
5.00
%
Year that the rate reaches the ultimate health care cost trend rate
2025

2025

2025

2025

2025



Assumptions
The Corporation determines the expected long-term rate of return on plan assets by performing a detailed analysis of key economic and market factors driving historical returns for each asset class and formulating a projected return based on factors in the current environment. Factors considered include, but are not limited to, inflation, real economic growth, interest rate yield, interest rate spreads, and other valuation measures and market metrics. The expected long-term rate of return for each asset class is then weighted based on the strategic asset allocation approved by the governing body for each plan. The Corporation's historical experience with the pension fund asset performance is also considered.

The Corporation uses the spot rate approach to determine the discount rate utilized to measure the service cost and interest cost components of net periodic pension and other postretirement benefit costs. Under the spot rate approach, the Corporation calculates service cost and interest cost by applying individual spot rates from the Willis Towers Watson U.S. RATE:Link 60-90 corporate yield curve (based on 60th to 90th percentile high-quality corporate bond yields) to the separate expected cash flow components of service cost and interest cost.

The discount rates utilized to measure the pension and other postretirement obligations of the U.S. qualified plans were based on the yield on high-quality corporate fixed income investments at the measurement date. Future expected actuarially determined cash flows for the plans are individually discounted at the spot rates under the Willis Towers Watson U.S. RATE:Link 60-90 corporate yield curve (based on 60th to 90th percentile high-quality corporate bond yields) to arrive at the plan’s obligations as of the measurement date.

The Corporation utilizes a modified version of the Society of Actuaries’ mortality tables released in 2014 and a modified version of the generational mortality improvement scale released in 2018 for purposes of measuring the U.S. pension and other postretirement obligations, based on an evaluation of the mortality experience of its pension plans.

42
Table of Contents

Summarized information on the Corporation's pension and other postretirement benefit plans is as follows:

Change in Projected Benefit Obligations, Plan Assets and Funded Status for All Plans
Defined Benefit
Pension Plans
Other Postretirement Benefit Plan
In millions
2019
2018
2019
2018
Change in projected benefit obligations:
 
 
 
 
Benefit obligation at beginning of year
$
3,786

$
4,150

$
215

$
224

Service cost
34

39

1

1

Interest cost
145

128

7

6

Actuarial changes in assumptions and experience
453

(249
)
12

(2
)
Benefits paid
(280
)
(278
)
(15
)
(14
)
Other
(41
)
(4
)
—

—

Benefit obligation at end of year
$
4,097

$
3,786

$
220

$
215

 
 
 
 
 
Change in plan assets:
 
 
 
 
Fair value of plan assets at beginning of year
$
3,005

$
3,307

$
—

$
—

Actual return on plan assets
464

(62
)
—

—

Employer contributions
2

42

—

—

Asset transfers
(43
)
(4
)
—

—

Benefits paid
(280
)
(278
)
—

—

Fair value of plan assets at end of year
$
3,148

$
3,005

$
—

$
—

 
 
 
 
 
Funded status at end of year
$
(949
)
$
(781
)
$
(220
)
$
(215
)

Net amounts recognized in the consolidated balance sheets at Dec 31:
 
 
 
 
Accrued and other current liabilities
$
(2
)
$
(2
)
$
(17
)
$
(19
)
Pension and other postretirement benefits - noncurrent
(947
)
(779
)
(203
)
(196
)
Net amount recognized
$
(949
)
$
(781
)
$
(220
)
$
(215
)
 
 
 
 
 
Pretax amounts recognized in accumulated other comprehensive loss at Dec 31:
 
 
 
 
Net loss (gain)
$
2,137

$
2,019

$
(60
)
$
(79
)
Prior service credit
(10
)
(11
)
—

—

Pretax balance in accumulated other comprehensive loss at end of year
$
2,127

$
2,008

$
(60
)
$
(79
)


A significant component of the overall increase in the Corporation's benefit obligation for the year ended December 31, 2019 was due to the change in weighted-average discount rates, which decreased from 4.32 percent at December 31, 2018 to 3.29 percent at December 31, 2019. A significant component of the overall decrease in the Corporation's benefit obligation for the year ended December 31, 2018 was due to the change in weighted-average discount rates, which increased from 3.59 percent at December 31, 2017 to 4.32 percent at December 31, 2018.

The accumulated benefit obligation for all defined benefit pension plans was $4.1 billion at December 31, 2019 and $3.8 billion at December 31, 2018.

Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets at Dec 31
 
 
In millions
2019
2018
Accumulated benefit obligations
$
4,071

$
3,762

Fair value of plan assets
$
3,148

$
3,005



Pension Plans with Projected Benefit Obligations in Excess of Plan Assets at Dec 31
2019
2018
In millions
Projected benefit obligations
$
4,097

$
3,786

Fair value of plan assets
$
3,148

$
3,005



43
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Net Periodic Benefit Cost for All Plans for the Year Ended Dec 31
Defined Benefit Pension Plans
Other Postretirement Benefit Plan
 
 
In millions
2019
2018
2017
2019
2018
2017
 
Net Periodic Benefit Cost:
 
 
 
 
 
 
 
Service cost
$
34

$
39

$
38

$
1

$
1

$
1

 
Interest cost
145

128

129

7

6

8

 
Expected return on plan assets
(210
)
(218
)
(221
)
—

—

—

 
Amortization of prior service credit
(1
)
(1
)
(1
)
—

—

—

 
Amortization of net (gain) loss
84

95

83

(8
)
(9
)
(6
)
 
Net periodic benefit cost
$
52

$
43

$
28

$
—

$
(2
)
$
3

 
Changes in plan assets and benefit obligations recognized in other comprehensive (income) loss:
 
 
 
 
 
 
 
Net (gain) loss
$
202

$
31

$
131

$
11

$
(2
)
$
(23
)
 
Amortization of prior service credit
1

1

1

—

—

—

 
Amortization of net gain (loss)
(84
)
(95
)
(83
)
8

9

6

 
Total recognized in other comprehensive (income) loss
$
119

$
(63
)
$
49

$
19

$
7

$
(17
)
 
Total recognized in net periodic benefit cost and other comprehensive (income) loss
$
171

$
(20
)
$
77

$
19

$
5

$
(14
)


Net periodic benefit cost, other than the service cost component, is included in "Sundry income (expense) - net" in the consolidated statements of income. See Note 7 for additional information.

Estimated Future Benefit Payments
The estimated future benefit payments, reflecting expected future service, as appropriate, are presented in the following table:

Estimated Future Benefit Payments at Dec 31, 2019
Defined Benefit Pension Plans
Other Postretirement Benefit Plan
In millions
2020
$
277

$
17

2021
276

16

2022
274

17

2023
271

18

2024
268

18

2025 through 2029
1,264

78

Total
$
2,630

$
164



Plan Assets
Plan assets consist primarily of equity and fixed income securities of U.S. and foreign issuers, and include alternative investments such as real estate, private equity and other absolute return strategies. At December 31, 2019, plan assets totaled $3.1 billion and included no directly held common stock of Dow Inc. At December 31, 2018, plan assets totaled $3.0 billion and included no directly held common stock of DowDuPont.

The Corporation's investment strategy for the plan assets is to manage the assets in relation to the liability in order to pay retirement benefits to plan participants over the life of the plans. This is accomplished by identifying and managing the exposure to various market risks, diversifying investments across various asset classes and earning an acceptable long-term rate of return consistent with an acceptable amount of risk, while considering the liquidity needs of the plan.

The plan is permitted to use derivative instruments for investment purposes, as well as for hedging the underlying asset and liability exposures and rebalancing the asset allocation. The plan uses value-at-risk, stress testing, scenario analysis and Monte Carlo simulation to monitor and manage both the risk within the portfolios and the surplus risk of the plan.

Equity securities primarily include investments in large- and small-cap companies located in both developed and emerging markets around the world. Fixed income securities are primarily U.S. dollar based and include U.S. treasuries and investment grade corporate bonds of companies diversified across industries. Alternative investments primarily include investments in real estate, private

44
Table of Contents

equity limited partnerships and absolute return strategies. Other significant investment types include various insurance contracts, and interest rate, equity and foreign exchange derivative investments and hedges.

The Corporation mitigates the credit risk of investments by establishing guidelines with the investment managers that limit investment in any single issue or issuer to an amount that is not material to the portfolio being managed. These guidelines are monitored for compliance both by the Corporation and the external managers. Credit risk for hedging activity is mitigated by utilizing multiple counterparties, collateral support agreements, and centralized clearing where appropriate.

The Northern Trust Collective Government Short Term Investment money market fund is utilized as the sweep vehicle for the pension plan, which from time to time can represent a significant investment. Approximately 34 percent of the liability of the pension plan is covered by a participating group annuity issued by Prudential Insurance Company.

The weighted-average target allocation for plan assets of the Corporation's pension plans is summarized as follows:

Target Allocation for Plan Assets at Dec 31, 2019
Target Allocation
Asset Category
Equity securities
23
%
Fixed income securities
45

Alternative investments
27

Other
5

Total
100
%


Fair value calculations may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Corporation believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

For assets classified as Level 1 measurements (measured using quoted prices in active markets), the total fair value is either the price of the most recent trade at the time of the market close or the official close price, as defined by the exchange on which the asset is most actively traded on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.

For assets 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. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance and quality checks. For derivative assets and liabilities, standard industry models are used to calculate the fair value of the various financial instruments based on significant observable market inputs such as foreign exchange rates, commodity prices, swap rates, interest rates, and implied volatilities obtained from various market sources. For other assets for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models.

For pension plan assets classified as Level 3 measurements, total fair value is based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment.

Certain pension plan assets are held in funds where fair value is based on an estimated net asset value per share (or its equivalent) as of the most recently available fund financial statements which are received on a monthly or quarterly basis. These valuations are reviewed for reasonableness based on applicable sector, benchmark and company performance. Adjustments to valuations are made where appropriate to arrive at an estimated net asset value per share at the measurement date. These funds are not classified within the fair value hierarchy.


45
Table of Contents

The following table summarizes the bases used to measure the Corporation’s pension plan assets at fair value for the years ended December 31, 2019 and 2018:

Basis of Fair Value Measurements
Dec 31, 2019
Dec 31, 2018
In millions
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Cash and cash equivalents
$
160

$
148

$
12

$
—

$
189

$
189

$
—

$
—

Equity securities:
 
 
 
 
 
 
 
 
U.S. equity securities
$
346

$
344

$
2

$
—

$
277

$
275

$
2

$
—

Non - U.S. equity securities
369

325

40

4

321

269

46

6

Total equity securities
$
715

$
669

$
42

$
4

$
598

$
544

$
48

$
6

Fixed income securities:
 
 
 
 
 
 
 
 
Debt - government-issued
$
812

$
7

$
805

$
—

$
812

$
8

$
804

$
—

Debt - corporate-issued
455

9

446

—

413

11

402

—

Debt - asset-backed
13

—

13

—

30

—

30

—

Total fixed income securities
$
1,280

$
16

$
1,264

$
—

$
1,255

$
19

$
1,236

$
—

Alternative investments:
 
 
 
 
 
 
 
 
Private market securities
$
5

$
—

$
—

$
5

$
—

$
—

$
—

$
—

Derivatives - asset position
—

—

—

—

12

—

12

—

Derivatives - liability position
(3
)
—

(3
)
—

—

—

—

—

Total alternative investments
$
2

$
—

$
(3
)
$
5

$
12

$
—

$
12

$
—

Other investments
$
2

$
5

$
(3
)
$
—

$
—

$
—

$
—

$
—

Subtotal
$
2,159

$
838

$
1,312

$
9

$
2,054

$
752

$
1,296

$
6

Investments measured at net asset value:
 
 
 
 
 
 
 
 
Hedge funds
$
266

 
 
 
$
287

 
 
 
Private market securities
389

 
 
 
335

 
 
 
Real estate
341

 
 
 
327

 
 
 
Total investments measured at net asset value
$
996

 
 
 
$
949

 
 
 
Items to reconcile to fair value of plan assets:
 
 
 
 
 
 
 
 
Pension trust receivables 1
$
—

 

 

 

$
2

 

 

 

Pension trust payables 2
(7
)
 

 

 

—

 
 
 
Total
$
3,148

 

 

 

$
3,005

 

 

 

1.
Primarily receivables for investment securities sold.
2.
Primarily payables for investment securities purchased.

The following table summarizes the changes in fair value of Level 3 pension plan assets for the years ended December 31, 2019 and 2018:

Fair Value Measurement of Level 3 Pension Plan Assets
Equity Securities
Alternative Investments
Total
In millions
Balance at Jan 1, 2018
$
7

$
—

$
7

Actual return on plan assets:




 
Relating to assets held at Dec 31, 2018
(1
)
—

(1
)
Balance at Dec 31, 2018
$
6

$
—

$
6

Actual return on plan assets:
 
 
 
Relating to assets held at Dec 31, 2019
—

(5
)
(5
)
Purchases, sales and settlements
(2
)
10

8

Balance at Dec 31, 2019
$
4

$
5

$
9



Defined Contribution Plans
In addition to the qualified defined benefit pension plan, U.S. employees may participate in defined contribution plans (Employee Savings Plans or 401(k) plans) by contributing a portion of their compensation, which is partially matched by the Corporation. Expense recognized for all defined contribution plans was $9 million in 2019, $15 million in 2018 and $21 million in 2017.

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NOTE 18 - FAIR VALUE MEASUREMENTS
The Corporation's financial instruments are classified as Level 2 measurements. For assets and liabilities classified as Level 2 measurements, where the security is frequently traded in less active markets, fair value is based on the closing price at the end of the period; where the security is less frequently traded, fair value is based on the price a dealer would pay for the security or similar securities, adjusted for any terms specific to that asset or liability, or by using observable market data points of similar, more liquid securities to imply the price. Market inputs are obtained from well-established and recognized vendors of market data and subjected to tolerance/quality checks.

Assets that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets in active markets, adjusted for any terms specific to that asset. For all other assets for which observable inputs are used, fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models. There were no transfers between Levels 1 and 2 in the years ended December 31, 2019 and 2018.

The following table summarizes the fair value of the Corporation's financial instruments at December 31, 2019 and 2018:

Fair Value of Financial Instruments
2019
2018
In millions
Cost
Gain
Loss
Fair Value
Cost
Gain
Loss
Fair Value
Cash equivalents 1
$
10

$
—

$
—

$
10

$
10

$
—

$
—

$
10

Long-term debt including debt due within one year
$
(474
)
$
—

$
(115
)
$
(589
)
$
(474
)
$
—

$
(67
)
$
(541
)

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.

Fair Value Measurements on a Nonrecurring Basis
In 2019, the Corporation recognized an impairment charge of $75 million resulting from the planned divestiture of its acetone derivatives product line to ALTIVIA Ketones & Additives, LLC. The transaction included the Corporation's acetone derivatives related inventory and production assets located in Institute, West Virginia, in addition to the site infrastructure, land and utilities and certain railcars previously owned by TDCC. The assets, classified as Level 3 measurements and valued using unobservable inputs, were written down to zero in 2019, except for inventory and railcars. The impairment charge was included in "Restructuring and asset related charges - net" in the consolidated statements of income. See Note 6 for additional information.


NOTE 19 - RELATED PARTY TRANSACTIONS
The Corporation sells its products to TDCC to simplify the customer interface process. Products are sold to and purchased from TDCC at market-based prices in accordance with the terms of an agreement between UCC and TDCC. After each quarter, the Corporation and TDCC analyze the pricing used for the sales in that quarter and reach agreement on any necessary adjustments, at which point the prices are final. The Corporation also procures certain commodities and raw materials through a TDCC subsidiary and pays a commission to that TDCC subsidiary based on the volume and type of commodities and raw materials purchased. The commission expense was included in "Sundry income (expense) - net" in the consolidated statements of income. Purchases from that TDCC subsidiary were approximately $1.1 billion in 2019, $1.6 billion in 2018 and $1.7 billion in 2017.

The Corporation has a master services agreement with TDCC whereby TDCC provides services including, but not limited to, accounting, legal, treasury (investments, cash management, risk management, insurance), procurement, human resources, environmental, health and safety, and business management for UCC. Under the master services agreement with TDCC, general administrative and overhead type services that TDCC routinely allocates to various businesses are charged to UCC. The master services agreement cost allocation basis is headcount and includes a 10 percent service fee. This agreement resulted in expense of $24 million in 2019, $30 million in 2018 and $33 million in 2017 for general administrative and overhead type services and the 10 percent service fee, and was included in "Sundry income (expense) - net" in the consolidated statements of income. The remaining activity-based costs were approximately $87 million in 2019, $85 million in 2018 and $78 million in 2017 and were included in "Cost of sales" in the consolidated statements of income.


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

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

As part of TDCC’s cash management process, UCC is a party to revolving loans with TDCC that have interest rates based on LIBOR (London Interbank Offered Rate) with varying maturities. At December 31, 2019, the Corporation had a note receivable of $1.5 billion ($1.3 billion at December 31, 2018) from TDCC under a revolving loan agreement. The Corporation may draw from this note receivable in support of its daily working capital requirements and, as such, the net effect of cash inflows and outflows under this revolving loan agreement is presented in the consolidated statements of cash flows as an operating activity.

The Corporation also has a separate revolving credit agreement with TDCC that allows the Corporation to borrow or obtain credit enhancements up to an aggregate of $1 billion that matures on December 30, 2020. TDCC may demand repayment with a 30-day written notice to the Corporation, subject to certain restrictions. A related collateral agreement provides for the replacement of certain existing pledged assets, primarily equity interests in various subsidiaries and joint ventures, with cash collateral. At December 31, 2019, $937 million was available under the revolving credit agreement ($949 million at December 31, 2018). The cash collateral was reported as "Noncurrent receivables from related companies" in the consolidated balance sheets.

On a quarterly basis, the Corporation's Board of Directors reviews and determines if there will be a dividend distribution to its parent company and sole shareholder, TDCC. The Board takes into consideration the level of earnings and cash flows, among other factors, in determining the amount of the dividend distribution. In 2019, the Corporation declared and paid cash dividends totaling $570 million to TDCC. In 2018, the Corporation declared and paid cash dividends totaling $553 million to TDCC.

In the first quarter of 2019, in anticipation of the business separation activities to align TDCC's specialty products business with DowDuPont, UCC issued a stock dividend to TDCC for 63.4 percent of its ownership in DIHC, a cost method investment, which totaled $401 million. UCC also distributed assets and liabilities aligned with TDCC's specialty products business for an additional dividend to TDCC of $71 million. See Notes 3 and 11 for additional information.

In the fourth quarter of 2019, in anticipation of the Corporation's sale of its acetone derivatives product line to ALTIVIA Ketones & Additives, LLC, TDCC transferred railcars to UCC valued at $3 million as a capital contribution, which is included in "Additional paid in capital" in the consolidated balance sheets. See Notes 5, 6 and 18 for additional information.

In accordance with the Tax Sharing Agreement between the Corporation and TDCC, the Corporation makes payments to TDCC to cover the Corporation's estimated federal tax liability; payments were $184 million in 2019, $220 million in 2018 and $294 million in 2017.



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NOTE 20 - BUSINESS AND GEOGRAPHIC REGIONS
TDCC conducts its worldwide operations through principal product groups, and the Corporation's business activities comprise components of TDCC's principal product groups rather than stand-alone operations. The Corporation sells substantially all of its products to TDCC in order to simplify the customer interface process at market-based prices in accordance with the terms of an agreement between UCC and TDCC. Because there are no separate reportable business segments for the Corporation 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.

Sales are attributed to geographic regions based on customer location; long-lived assets are attributed to geographic regions based on asset location. Sales to external customers and long-lived assets by geographic region were as follows:

Geographic Region Information
United States
Asia Pacific
Rest of World
Total
In millions
2019
 
 
 
 
Sales to external customers 1
$
105

$
24

$
9

$
138

Long-lived assets
$
1,329

$
18

$
22

$
1,369

2018
 
 
 
 
Sales to external customers 1
$
124

$
2

$
10

$
136

Long-lived assets
$
1,413

$
10

$
25

$
1,448

2017
 
 
 
 
Sales to external customers 1
$
110

$
21

$
12

$
143

Long-lived assets
$
1,341

$
9

$
29

$
1,379


1.
Of total sales to external customers, sales in Malaysia were approximately 17 percent in 2019, 1 percent in 2018 and 15 percent in 2017, and are included in Asia Pacific.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.



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Table of Contents

ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by the Annual Report on Form 10-K, 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 Exchange Act Rule 15d - 15(b). 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 or 15d-15 that was conducted during the last fiscal quarter that materially affected or were reasonably likely to materially affect the Corporation's internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Corporation's internal control framework and processes are designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of the Corporation's consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

The Corporation's internal control over financial reporting includes those policies and procedures that:

•
pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and Directors of the Corporation; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation's assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, any system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements.

Management assessed the effectiveness of the Corporation's internal control over financial reporting and concluded that, as of December 31, 2019, such internal control is effective. In making the assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control--Integrated Framework (2013).

The Corporation's internal control over financial reporting was not subject to attestation by the Corporation's independent registered public accounting firm, Deloitte & Touche LLP, pursuant to the rules of the Securities and Exchange Commission that permit the Corporation to provide only management's report. Therefore, this annual report does not include an attestation report regarding internal controls over financial reporting from Deloitte & Touche LLP.

February 7, 2020

/s/ RICHARD A. WELLS
 
/s/ IGNACIO MOLINA
Richard A. Wells
President and Chief Executive Officer
 
Ignacio Molina
Vice President, Treasurer and
Chief Financial Officer
 
 
 
/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
 
 

50
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ITEM 9B. OTHER INFORMATION
None.



51
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Union Carbide Corporation and Subsidiaries
PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Omitted pursuant to General Instruction I of Form 10-K.


ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to General Instruction I of Form 10-K.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Omitted pursuant to General Instruction I of Form 10-K.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Omitted pursuant to General Instruction I of Form 10-K.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The Dow Inc. Audit Committee pre-approved all auditing services and permitted non-audit services for 2019 (including the fees and terms thereof) to be performed for Dow Inc. and its subsidiaries (including the Corporation) by its independent auditor, subject to the de minimus exception for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act, any such exceptions are approved by the Dow Inc. Audit Committee prior to the completion of the audit. The Corporation's management and its Board of Directors subscribe to these policies and procedures. For the years ended December 31, 2019 and 2018, professional services were performed for the Corporation by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively, the "Deloitte Entities").

Total fees paid to the Deloitte Entities were $1.5 million in 2019 and 2018. These are the aggregate of fees billed for the audit of the Corporation's annual financial statements, the reviews of the financial statements in the Quarterly Reports on Form 10-Q, statutory audits and other regulatory filings.



52
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Union Carbide Corporation and Subsidiaries
PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:

1. The Corporation's 2019 Consolidated Financial Statements and the Report of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report on Form 10-K.

2. Financial Statement Schedules are omitted because of the absence of the conditions under which they are required or because the information called for is included in the Consolidated Financial Statements or Notes thereto.

The following exhibits are filed with or incorporated by reference into this Annual Report on Form 10-K:
Exhibit No.
Description of Exhibit
2.1
2.2
3.1
3.2
4.1
4.2
The Corporation will furnish to the Commission upon request any other debt instrument referred to in Item 601(b)(4)(iii)(A) of Regulation S-K.
10.1
10.1.1
10.1.2
10.1.3
10.1.4
10.2
10.2.1
10.2.2

53

Exhibit No.
Description of Exhibit
10.3
10.4
10.5
10.5.1
10.5.2
10.5.3
10.5.4
10.5.5
10.5.6
10.5.7
10.5.8
10.5.9
10.5.10
10.5.11
10.5.12

54

Exhibit No.
Description of Exhibit
10.5.13
10.5.14
10.5.15
10.5.16
10.5.17*
10.6
10.7
10.7.1
10.7.2
10.7.3
10.7.4
10.7.5
10.7.6
10.7.7
10.7.8
10.9
21
Omitted pursuant to General Instruction I of Form 10-K.

55

Exhibit No.
Description of Exhibit
23*
31.1*
31.2*
32.1*
32.2*
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

The Corporation will provide a copy of any exhibit upon receipt of a written request for the particular exhibit or exhibits desired. All requests should be addressed to the Corporation's principal executive offices.


ITEM 16. FORM 10-K SUMMARY
Not applicable.

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Union Carbide Corporation and Subsidiaries
Trademark Listing

The following trademarks of The Dow Chemical Company or an affiliated company of Dow appear in this report:
CARBOWAX, FLEXOMER, METEOR, REDI-LINK, SENTRY, SI-LINK, TERGITOL, TRITON, TUFLIN, UCAR, UCARTHERM, UCON, UNIGARD, UNIPURGE, UNIVAL

The following registered service mark of The American Chemistry Council in the United States appears in this report:
Responsible Care®
















































® ™ Trademark of The Dow Chemical Company ("TDCC") or an affiliated company, except as otherwise specified.

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Union Carbide Corporation and Subsidiaries
Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 7th day of February 2020.

UNION CARBIDE CORPORATION
 
/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


Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below on the 7th day of February 2020 by the following persons on behalf of the Registrant and in the capacities indicated:


/s/ RICHARD A. WELLS
 
/s/ MARSHALL A. HEINBERG
Richard A. Wells, Director, President and Chief Executive Officer
 
Marshall A. Heinberg, Director
 
 
 
/s/ IGNACIO MOLINA
 
/s/ RONALD C. EDMONDS
Ignacio Molina, Director, Vice President, Treasurer and
Chief Financial Officer
 
Ronald C. Edmonds
Controller and Vice President of Controllers and Tax
The Dow Chemical Company
Authorized Representative of Union Carbide Corporation


58
Table of Contents

 
Union Carbide Corporation and Subsidiaries

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
The Corporation is a wholly owned subsidiary of The Dow Chemical Company ("TDCC"). TDCC is a wholly owned subsidiary of Dow Inc. As such, the Corporation does not send an annual report to security holders or proxy material with respect to any annual or other meeting of security holders to TDCC, Dow Inc. or any other security holders.



59